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美國
證券交易委員會
華盛頓特區20549
_________________________
表格10-Q
___________________________________________
（標記一）
☒根據1934年證券交易法第13或15(d)條，本季度報告
截至季度結束日期的財務報告2024年9月30日
或者
☐根據1934年證券交易法第13或15（d)條的轉型報告
過渡期從                    至                    
佣金文件號 001-35219
_________________________
萬豪度假環球公司organization
(根據其章程規定的註冊人準確名稱)
_________________________
特拉華州45-2598330
（國家或其他管轄區的
公司成立或組織）		（IRS僱主
唯一識別號碼）
7812棕櫚公園路
奧蘭多佛羅里達州。
32836
，（主要行政辦公地址）(郵政編碼)
(407) 206-6000 （註冊人電話，包括區號）
（如果自上次報告以來有更改，請提供更改前的名稱、地址和財政年度）
在法案第12(b)條的規定下注冊的證券：
每一類的名稱交易標誌在其上註冊的交易所的名稱
普通股，每股價值0.01美元VAC請使用moomoo賬號登錄查看New York Stock Exchange
根據檢查標記指示，註冊人是否已提交證券交易法1934年第13或15(d)條要求提交的所有報告，包括前12個月（或對於註冊人需要提交此類報告的期間較短的期間），並且已經在過去的90天內受到此類提交要求。Yes  ☒    否  ☐
請通過勾選表示，標明是否在過去12個月內（或更短的期間內，公司需要提交這些文件的時段）每個根據Regulation S-T規則405要求提交的交互數據文件都以電子形式提交。Yes  ☒    否  ☐
請在交易所法規則120.2規定的「大型加速申報人」、「加速申報人」、「小型報告公司」和「新興成長公司」的定義中選中相應選項。
大型加速報告人☒加速文件提交人☐非加速文件提交人☐較小的報告公司☐
新興成長公司☐
如果屬於新興成長型企業，請在複選框中標記，以表示公司已選擇不使用根據交易所法第13(a)條規定爲遵守任何新的或修訂的財務會計準則所提供的延長過渡期。☐
請勾選以下項目，指示註冊人是否爲殼公司（在證券交易法案規則12b-2中定義）。 Yes ☐ No ☒
 截至2024年11月1日，發行人普通股的已發行股數爲每股面值0.01美元 34,911,161.



萬豪度假環球公司
10-Q表格目錄
第一部分
項目1。
事項二
第3項。
事項4。
第二部分
項目1。
項目1A。
事項二
項目5。
項目6。
在本報告中，我們將萬豪度假環球公司及其合併子公司稱爲「萬豪度假環球」，「MVW」，「我們」，「我們」，或「公司」。我們還將我們擁有的品牌以及授權許可的品牌稱爲我們的品牌。在本報告中引用的所有品牌名稱、商標、商號和服務標記均爲其各自所有者的財產，包括其他公司和組織的所有者。僅出於方便起見，在本報告中提到的商標、商號和服務標記可能會出現無需「，」的情況，但這些引用並未旨在以任何方式表明MVW或適用的所有者將不會根據適用法律的規定全面主張對這些商標、商號和服務標記的所有權。 ®or 此款超便攜式投影儀使用了最新的 Android TV 界面，而且遙控器還內置了 Google AssistantTM 功能，用戶可以非常方便地使用它。 symbols，但這些參考並不意味着MVW或相關所有者不會根據適用法律的規定全面主張對這些商標、商號和服務標記的所有權。

目錄
第一部分 財務信息
項目1。財務報表
萬豪度假全球公司
期間綜合損益表
（以百萬爲單位，每股數據除外）
(未經審計)
三個月結束九個月結束
2024年9月30日2023年9月30日2024年9月30日2023年9月30日
營業費用
度假所有權產品銷售$387 $319 $1,048 $1,085 
管理和交易所207 205 633 611 
租賃151 138 462 435 
融資情況87 81 255 239 
費用報銷473 443 1,242 1,163 
總收入1,305 1,186 3,640 3,533 
費用
度假所有權產品成本54 50 145 174 
市場推廣費228 202 677 618 
管理和交易所123 115 358 332 
租賃113 119 331 344 
融資情況37 30 106 81 
一般行政62 57 179 189 
折舊和攤銷36 33 109 99 
訴訟費用2 2 15 7 
重組1 — 4 — 
特許權使用費28 30 85 88 
減值損失— — 2 4 
費用報銷473 443 1,242 1,163 
總費用1,157 1,081 3,253 3,099 
收益和其他淨收入9 3 2 34 
利息費用，淨額(40)(36)(123)(106)
交易和合並費用— (5)(18)(28)
其他1 (1)(1)— 
稅前收入和非控股利益118 66 247 334 
所得稅費用(34)(24)(79)(115)
淨利潤84 42 168 219 
歸屬於非控股權益的淨收入— — — — 
歸屬於普通股股東的淨收益$84 $42 $168 $219 
每股收益歸屬於普通股股東
基本$2.38 $1.16 $4.74 $5.96 
攤薄$2.12 $1.09 $4.31 $5.33 
每股宣佈現金分紅$0.76 $0.72 $2.28 $2.16 
查看基本財務報表的中期簡明註釋
1

目錄
萬豪度假環球公司
綜合損益簡明合併報表
（以百萬計）
(未經審計)
三個月結束九個月結束
2024年9月30日2023年9月30日2024年9月30日2023年9月30日
淨利潤$84 $42 $168 $219 
外幣翻譯調整(12)(2)(24)10 
衡量工具調整，稅後淨額— (3)(3)(7)
其他綜合（虧損）淨額稅後(12)(5)(27)3 
歸屬於非控股權益的淨收入— — — — 
歸屬於非控制權益的綜合收入— — — — 
歸屬於普通股股東的綜合收入$72 $37 $141 $222 
查看基本財務報表的中期簡明註釋

2

目錄
萬豪度假環球公司
中期合併資產負債表
（以百萬爲單位，除股份及每股數據外）
未經審計
2024年9月30日2023年12月31日
資產
現金及現金等價物$197 $248 
受限現金（包括$194 和 $79 來自VIEs，分別爲）
350 326 
應收賬款及合同淨額（包括來自特殊用途實體的$17 和 $15 ，分別）
340 385 
度假所有權應收票據淨額（包括來自特殊用途實體的$1,905 和 $1,912 ，分別）
2,387 2,343 
庫存769 634 
資產和設備，淨值1,165 1,260 
商譽3,117 3,117 
無形資產，淨額807 854 
其他（包括$128 和 $99 來自VIEs等）
608 513 
資產總計$9,740 $9,680 
負債和股東權益
應付賬款$243 $362 
預付款167 164 
應計負債（包括截至2024年6月30日和2023年12月31日相應的$相關方應付款項）4 和 $4 分別來自可變利益實體
384 343 
遞延收入350 382 
工資和福利責任203 205 
遞延薪酬負債191 168 
證券化債務淨額（包括$2,276 和 $2,121 分別來自關聯方實體
2,248 2,096 
淨債務3,038 3,049 
其他125 249 
遞延所得稅372 280 
負債合計7,321 7,298 
或有事項和承諾（注10）
優先股—$0.01每股面值; 2,000,000 無A類普通股，每股面值爲$
— — 
普通股票 - $0.01每股面值; 100,000,000 75,847,792 和 75,807,882 相應地發行了股票
1 1 
庫藏股權——按成本計量； 40,900,731 和 40,488,576 股份分別爲
(2,370)(2,332)
額外實收資本3,969 3,955 
已實現其他綜合收益 (損失)(11)16 
保留盈餘830 742 
MVW股東權益總計2,419 2,382 
非控制權益— — 
總股本2,419 2,382 
負債和所有者權益總計$9,740 $9,680 
VIEs的縮寫以上指的是變量利益實體。

查看基本報表的中期簡明註釋
3

目錄
萬豪度假環球公司
經營活動產生的現金流量表
（以百萬計）
(未經審計)
九個月結束
2024年9月30日2023年9月30日
營業收入
淨利潤$168 $219 
調整以調解淨利潤爲經營活動提供的淨現金、現金等價物和受限制現金：
無形資產折舊及攤銷109 99 
攤銷債務折扣和發行成本20 17 
度假所有權筆記和合同應收款準備金223 182 
基於股份的報酬24 25 
減值損失2 2 
收益和其他淨收入— (8)
延遲所得稅79 2 
資產和負債淨變動：
應收賬款和合同32 (16)
度假所有權應收款發行(738)(749)
度假所有權應收帳款回籠470 461 
庫存(51)80 
其他(2)(10)
應付帳款、預付款和應計負債(84)(103)
遞延收入(32)24 
工資和福利負債(2)(58)
遞延薪酬負債6 12 
其他負債(123)(2)
購買用於未來轉入庫存的資產— (27)
其他，淨額4 (1)
經營活動產生的淨現金、現金等價物和受限制現金105 149 
投資活動
固定資產和設備的資本支出（不包括存貨）(43)(92)
購買公司持有壽險(13)(8)
購買和開發用於未來出售的資產(50)— 
其他處置，淨額— 15 
投資活動中使用的淨現金、現金等價物和受限現金(106)(85)

持續
查看基本財務報表的中期簡明註釋
4

目錄
萬豪度假環球公司
現金流量表附註（續）
（以百萬計）
(未經審計)
九個月結束
2024年9月30日2023年9月30日
籌資活動
來自證券化交易的借款1,200 916 
償還與證券化交易相關的債務(1,045)(828)
債務收益1,675 790 
還款債務(1,695)(956)
金融租賃激勵— 10 
融資租賃支付(4)(2)
償還債務和證券化債務發行成本(25)(6)
回購普通股(45)(248)
分紅支付(81)(80)
支付限制性股票單位解鎖時的代扣稅款(6)(10)
用於籌資活動的淨現金、現金等價物和受限制現金(26)(414)
匯率變動對現金、現金等價物和受限制現金的影響— (1)
現金、現金等價物和受限制的現金的變動(27)(351)
期初現金、現金等價物及受限制的現金574 854 
期末現金、現金等價物及受限制的現金$547 $503 
補充披露
員工股票購買計劃的非現金髮行庫存股$4 $4 
從存貨到固定資產的非現金轉移13 11 
從固定資產到存貨的非現金轉移92 60 
從固定資產到其他資產的非現金轉移52 — 
以與融資租賃義務交換獲得的使用權資產14 80 
與融資租賃相關的非現金債務發行13 97 
分紅派息應付款$27 $26 
淨利息支出，資本化金額扣除後179 141 
所支付的所得稅淨額，減去退款122 138 

See Interim Condensed Notes to Consolidated Financial Statements

5


MARRIOTT VACATIONS WORLDWIDE CORPORATION
INTERIM CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In millions)
(Unaudited)
Common
Stock
Issued		Common
Stock		Treasury
Stock		Additional
Paid-In
Capital		Accumulated Other Comprehensive Income (Loss)Retained EarningsTotal MVW Stockholders' EquityNoncontrolling InterestsTotal Equity
75.8 BALANCE AT DECEMBER 31, 2023$1 $(2,332)$3,955 $16 $742 $2,382 $— $2,382 
— Net income (loss)— — — — 47 47 (1)46 
— Foreign currency translation adjustments— — — 1 — 1 — 1 
— Derivative instrument adjustment— — — (2)— (2)— (2)
— Share-based compensation plans— 5 (4)— — 1 — 1 
— Repurchase of common stock— (24)— — — (24)— (24)
— Dividends— — — — (26)(26)— (26)
75.8 BALANCE AT MARCH 31, 20241 (2,351)3,951 15 763 2,379 (1)2,378 
— Net income— — — — 37 37 1 38 
— Foreign currency translation adjustments— — — (13)— (13)— (13)
— Derivative instrument adjustment— — — (1)— (1)— (1)
— Share-based compensation plans— 1 8 — — 9 — 9 
— Repurchase of common stock— (12)— — — (12)— (12)
— Dividends— — — — (27)(27)— (27)
75.8 BALANCE AT JUNE 30, 20241 (2,362)3,959 1 773 2,372 — 2,372 
— Net income— — — — 84 84 — 84 
— Foreign currency translation adjustments— — — (12)— (12)— (12)
— Share-based compensation plans— 1 10 — — 11 — 11 
— Repurchase of common stock— (9)— — — (9)— (9)
— Dividends— — — — (27)(27)— (27)
75.8 BALANCE AT SEPTEMBER 30, 2024$1 $(2,370)$3,969 $(11)$830 $2,419 $— $2,419 
6

MARRIOTT VACATIONS WORLDWIDE CORPORATION
INTERIM CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (CONTINUED)
(In millions)
(Unaudited)
Common
Stock
Issued		Common
Stock		Treasury
Stock		Additional
Paid-In
Capital		Accumulated Other Comprehensive Income (Loss)Retained EarningsTotal MVW Stockholders' EquityNoncontrolling InterestsTotal Equity
75.7 BALANCE AT DECEMBER 31, 2022$1 $(2,054)$3,941 $15 $593 $2,496 $2 $2,498 
— Net income— — — — 87 87 — 87 
— Foreign currency translation adjustments— — — 6 — 6 — 6 
— Derivative instrument adjustment— — — (3)— (3)— (3)
0.1 Share-based compensation plans— 2 (4)— — (2)— (2)
— Repurchase of common stock— (80)— — — (80)— (80)
— Dividends— — — — (26)(26)— (26)
75.8 BALANCE AT MARCH 31, 20231 (2,132)3,937 18 654 2,478 2 2,480 
— Net income— — — — 90 90 — 90 
— Foreign currency translation adjustments— — — 6 — 6 — 6 
— Derivative instrument adjustment— — — (1)— (1)— (1)
— Share-based compensation plans— 1 10 — — 11 — 11 
— Repurchase of common stock— (82)— — — (82)— (82)
— Dividends— — — — (26)(26)— (26)
75.8 BALANCE AT JUNE 30, 20231 (2,213)3,947 23 718 2,476 2 2,478 
— Net income— — — — 42 42 — 42 
— Foreign currency translation adjustments— — — (2)— (2)— (2)
— Derivative instrument adjustment— — — (3)— (3)— (3)
— Share-based compensation plans— 1 6 — — 7 — 7 
— Repurchase of common stock— (86)— — — (86)— (86)
— Dividends— — — — (26)(26)— (26)
75.8 BALANCE AT SEPTEMBER 30, 2023$1 $(2,298)$3,953 $18 $734 $2,408 $2 $2,410 
See Interim Condensed Notes to Consolidated Financial Statements

Table of Contents
MARRIOTT VACATIONS WORLDWIDE CORPORATION
INTERIM CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The Interim Consolidated Financial Statements present the results of operations, financial position and cash flows of Marriott Vacations Worldwide Corporation (referred to in this report as (i) “we,” “us,” “Marriott Vacations Worldwide,” “MVW,” or the “Company,” which includes our consolidated subsidiaries except where the context of the reference is to a single corporate entity, or (ii) “MVWC,” which shall refer only to Marriott Vacations Worldwide Corporation, without its consolidated subsidiaries). In order to make this report easier to read, we refer throughout to (i) our Interim Consolidated Financial Statements as our “Financial Statements,” (ii) our Interim Consolidated Statements of Income as our “Income Statements,” (iii) our Interim Consolidated Balance Sheets as our “Balance Sheets,” and (iv) our Interim Consolidated Statements of Cash Flows as our “Cash Flows.” In addition, references throughout to numbered “Footnotes” refer to the numbered notes in the Financial Statements, unless otherwise noted. Capitalized terms used and not specifically defined herein have the same meanings given those terms in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “2023 Annual Report”). We also use certain other terms that are defined within these Financial Statements.
The Financial Statements presented herein and discussed below include 100% of the assets, liabilities, revenues, expenses, and cash flows of Marriott Vacations Worldwide, all entities in which Marriott Vacations Worldwide has a controlling voting interest (“subsidiaries”), and variable interest entities (“VIEs”) for which Marriott Vacations Worldwide is the primary beneficiary in accordance with consolidation accounting guidance. References in these Financial Statements to net income attributable to common stockholders and MVW stockholders’ equity do not include noncontrolling interests, which represent the outside ownership of our consolidated non-wholly owned entities and are reported separately. Intercompany accounts and transactions between consolidated entities have been eliminated in consolidation.
These Financial Statements reflect our financial position, results of operations, and cash flows as prepared in conformity with United States Generally Accepted Accounting Principles (“GAAP”). The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Such estimates include, but are not limited to, revenue recognition, cost of vacation ownership products, inventory valuation, goodwill and intangibles valuation, accounting for acquired vacation ownership notes receivable, vacation ownership notes receivable reserves, income taxes, and loss contingencies. The uncertainties in the broader macroeconomic environment, including inflation, continuing high interest rates, mixed economic indicators, increased consumer debt, continuing global insecurity and political uncertainty, have made it more challenging to make these estimates. Actual results could differ from our estimates, and such differences may be material.
In our opinion, our Financial Statements reflect all normal and recurring adjustments necessary to present fairly our financial position, the results of our operations, and cash flows for the periods presented. Interim results may not be indicative of fiscal year performance because of, among other reasons, general macroeconomic conditions, including inflationary pressures and seasonal and short-term variations. These Financial Statements have not been audited. We have condensed or omitted certain information and footnote disclosures normally included in financial statements presented in accordance with GAAP. Although we believe our footnote disclosures are adequate to make the information presented not misleading, the Financial Statements in this report should be read in conjunction with the consolidated financial statements and notes thereto in our 2023 Annual Report.
We refer to the business and brands that we acquired in the acquisition of ILG, LLC, formerly known as ILG, Inc. (“ILG”), in 2018 (the “ILG Acquisition”) as “Legacy-ILG.” We refer to the business we conducted prior to the ILG Acquisition and the associated brands as “Legacy-MVW.” We refer to the business and brand that we acquired in the acquisition of Welk Hospitality Group, Inc. (“Welk”) in 2021 (the “Welk Acquisition”) as “Legacy-Welk.” During 2023, we rebranded all Legacy-Welk resorts as Hyatt Vacation Club resorts. Additionally, we use the term “Marriott Vacation Ownership” to refer to our Marriott-, Sheraton-, and Westin-brands and the term “Hyatt Vacation Ownership” to refer to our Hyatt-brands.
We have reclassified certain prior year amounts to conform with our current year presentation.
8
Table of Contents
2. SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING STANDARDS
Future Adoption of Accounting Standards
Accounting Standards Update 2023-07 – “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”)
In November 2023, the FASB issued ASU 2023-07, which updates reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance. This update is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. This update will be applied retrospectively for all prior periods presented in the financial statements. We will begin providing the enhanced disclosures required by this standard with our Annual Report on Form 10-K for the year ending December 31, 2024.
Accounting Standards Update 2023-09 – “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”)
In December 2023, the FASB issued ASU 2023-09, which is intended to enhance the transparency and decision usefulness of income tax disclosures. ASU 2023-09 primarily enhances and expands both the annual income tax rate reconciliation disclosure and the annual income taxes paid disclosure. This update is effective for fiscal years beginning after December 15, 2024 and may be adopted on a prospective or retrospective basis, with early adoption permitted. We will begin providing the enhanced disclosures required by this standard with our Annual Report on Form 10-K for the year ending December 31, 2025.
3. ACQUISITIONS
Waikiki, Hawaii
During the third quarter of 2024, we acquired 38 completed vacation ownership units located at our Marriott Vacation Club, Waikiki property for $65 million. The transaction was accounted for as an asset acquisition with all of the purchase price allocated to Inventory. See Footnote 15 “Variable Interest Entities” for additional information about this transaction, including our remaining commitment related to this property, and our activities relating to the VIE involved in this transaction.
Additionally, during the first quarter of 2024, we acquired retail space located at our Marriott Vacation Club, Waikiki property for $48 million. The transaction was accounted for as an asset acquisition, and was classified as held-for-sale and included in Other assets as of September 30, 2024. We have an agreement to sell this retail space to a third party, and we expect to complete the sale during the fourth quarter of 2024.
Savannah, Georgia
During the third quarter of 2023, we acquired a property in Savannah, Georgia for $19 million. We plan to convert the property into a 73-unit vacation ownership property. The transaction was accounted for as an asset acquisition and was recorded in Property and equipment, net.
Charleston, South Carolina
During the first quarter of 2023, we acquired a parcel of land and an adjacent retail space in Charleston, South Carolina for $17 million. We plan to develop the parcel of land into a 50-unit vacation ownership property and use a portion of the retail space to operate a sales center. The transaction was accounted for as an asset acquisition and was recorded in Property and equipment, net.
9
Table of Contents
4. REVENUE AND RECEIVABLES
Sources of Revenue by Segment
Three Months Ended September 30, 2024
($ in millions)Vacation OwnershipExchange & Third-Party ManagementCorporate and OtherTotal
Sale of vacation ownership products$387 $— $— $387 
Ancillary revenues66 1 — 67 
Management fee revenues52 3 (1)54 
Exchange and other services revenues34 40 12 86 
Management and exchange152 44 11 207 
Rental140 11 — 151 
Cost reimbursements484 1 (12)473 
Revenue from contracts with customers1,163 56 (1)1,218 
Financing87 — — 87 
Total Revenues$1,250 $56 $(1)$1,305 
Three Months Ended September 30, 2023
($ in millions)Vacation OwnershipExchange & Third-Party ManagementCorporate and OtherTotal
Sale of vacation ownership products$319 $— $— $319 
Ancillary revenues62 1 — 63 
Management fee revenues44 5 — 49 
Exchange and other services revenues37 44 12 93 
Management and exchange143 50 12 205 
Rental128 10 — 138 
Cost reimbursements455 4 (16)443 
Revenue from contracts with customers1,045 64 (4)1,105 
Financing81 — — 81 
Total Revenues$1,126 $64 $(4)$1,186 
10
Table of Contents
Nine Months Ended September 30, 2024
($ in millions)Vacation OwnershipExchange & Third-Party ManagementCorporate and OtherTotal
Sale of vacation ownership products$1,048 $— $— $1,048 
Ancillary revenues203 3 — 206 
Management fee revenues155 10 (3)162 
Exchange and other services revenues99 128 38 265 
Management and exchange457 141 35 633 
Rental430 32 — 462 
Cost reimbursements1,268 6 (32)1,242 
Revenue from contracts with customers3,203 179 3 3,385 
Financing255 — — 255 
Total Revenues$3,458 $179 $3 $3,640 
Nine Months Ended September 30, 2023
($ in millions)Vacation OwnershipExchange & Third-Party ManagementCorporate and OtherTotal
Sale of vacation ownership products$1,085 $— $— $1,085 
Ancillary revenues193 3 — 196 
Management fee revenues134 18 (2)150 
Exchange and other services revenues98 136 31 265 
Management and exchange425 157 29 611 
Rental404 31 — 435 
Cost reimbursements1,182 12 (31)1,163 
Revenue from contracts with customers3,096 200 (2)3,294 
Financing239 — — 239 
Total Revenues$3,335 $200 $(2)$3,533 
11
Table of Contents
Timing of Revenue from Contracts with Customers by Segment
The following tables detail the timing of revenue from contracts with customers by segment for the time periods presented.
Three Months Ended September 30, 2024
($ in millions)Vacation OwnershipExchange & Third-Party ManagementCorporate and OtherTotal
Services transferred over time$707 $21 $(1)$727 
Goods or services transferred at a point in time456 35 — 491 
Revenue from contracts with customers$1,163 $56 $(1)$1,218 
Three Months Ended September 30, 2023
($ in millions)Vacation OwnershipExchange & Third-Party ManagementCorporate and OtherTotal
Services transferred over time$658 $27 $(4)$681 
Goods or services transferred at a point in time387 37 — 424 
Revenue from contracts with customers$1,045 $64 $(4)$1,105 
Nine Months Ended September 30, 2024
($ in millions)Vacation OwnershipExchange & Third-Party ManagementCorporate and OtherTotal
Services transferred over time$1,940 $67 $3 $2,010 
Goods or services transferred at a point in time1,263 112 — 1,375 
Revenue from contracts with customers$3,203 $179 $3 $3,385 
Nine Months Ended September 30, 2023
($ in millions)Vacation OwnershipExchange & Third-Party ManagementCorporate and OtherTotal
Services transferred over time$1,802 $83 $(2)$1,883 
Goods or services transferred at a point in time1,294 117 — 1,411 
Revenue from contracts with customers$3,096 $200 $(2)$3,294 
Sale of Vacation Ownership Products
Revenues were reduced during the third quarter and first three quarters of 2024 by $3 million and $67 million, respectively, due to changes in our estimates of variable consideration for performance obligations that were satisfied in prior periods.
12
Table of Contents
Receivables from Contracts with Customers, Contract Assets, & Contract Liabilities
The following table shows the composition of our receivables from contracts with customers and contract liabilities. We had no contract assets at either September 30, 2024 or December 31, 2023.
($ in millions)At September 30, 2024At December 31, 2023
Receivables from Contracts with Customers
Accounts and contracts receivable, net$212 $259 
Vacation ownership notes receivable, net2,387 2,343 
$2,599 $2,602 
Contract Liabilities
Advance deposits$167 $164 
Deferred revenue350 382 
$517 $546 
Revenue recognized during the third quarter and first three quarters of 2024 that was included in our contract liabilities balance at December 31, 2023 was $76 million and $292 million, respectively.
Remaining Performance Obligations
Our remaining performance obligations represent the expected transaction price allocated to our contracts that we expect to recognize as revenue in future periods when we perform under the contracts. At September 30, 2024, approximately 92% of this amount is expected to be recognized as revenue over the next two years.
Accounts and Contracts Receivable
Accounts and contracts receivable is composed of amounts due from customers, primarily owners’ associations, resort developers, owners and members, credit card receivables, interest receivables, amounts due from taxing authorities, indemnification assets, and other miscellaneous receivables. The following table shows the composition of our accounts and contracts receivable balances:
($ in millions)At September 30, 2024At December 31, 2023
Receivables from contracts with customers, net$212 $259 
Interest receivable21 18 
Tax receivable46 44 
Indemnification assets36 40 
Employee tax credit receivable10 11 
Other15 13 
$340 $385 
5. INCOME TAXES
Our provision for income taxes is calculated using an estimated annual effective tax rate (“AETR”), based upon expected annual income less losses in certain jurisdictions, non-deductible expenses under federal and local tax laws, statutory rates and planned tax strategies in the various jurisdictions in which we operate. Certain items that do not relate directly to ordinary income are excluded from the AETR and included in the period in which they occur.
Our effective tax rate was 28.7% and 36.1% for the three months ended September 30, 2024 and September 30, 2023, respectively, and 32.1% and 34.3% for the nine months ended September 30, 2024 and September 30, 2023, respectively.
The effective tax rate for the three months ended September 30, 2024 differed from the blended statutory tax rate for the same period due to income tax adjustments for discrete items, including an $11 million decrease related to changes in valuation allowances on certain deferred tax assets in non-U.S. jurisdictions and a $6 million decrease primarily attributable to the expiration of statutes of limitation on certain unrecognized tax benefits, partially offset by an $8 million increase to remove the permanent reinvestment assertion for our earnings in certain non-U.S. entities and an increase of $3 million for deferred non-U.S. withholding taxes.
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The effective tax rate for the three months ended September 30, 2023 differed from the blended statutory tax rate for the same period due to losses in non-U.S. jurisdictions for which we do not realize tax benefits.
The effective tax rate for the nine months ended September 30, 2024 differed from the blended statutory tax rate for the same period due to income tax adjustments for discrete items, including a $27 million decrease attributable to the expiration of statutes of limitation on certain unrecognized tax benefits (inclusive of interest and penalties) and an $8 million net decrease related to changes in valuation allowances in non-U.S. jurisdictions, partially offset by a $28 million increase to remove the permanent reinvestment assertion for our earnings in certain non-U.S. entities and a $3 million increase for deferred non-U.S. withholding taxes.
The effective tax rate for the nine months ended September 30, 2023 differed from the blended statutory tax rate for the same period due to income tax adjustments for discrete items, including an $18 million increase to pre-acquisition reserves for unrecognized tax benefits.
Unrecognized Tax Benefits
The following table summarizes the activity related to our unrecognized tax benefits (excluding interest and penalties) during the nine months ended September 30, 2024.
($ in millions)Unrecognized Tax Benefits
Balance at December 31, 2023
$106 
Decreases to tax positions related to a prior period(1)
(81)
Decreases as a result of a lapse of the applicable statute of limitation(9)
Balance at September 30, 2024
$16 
(1)Decrease due to filing of an automatic tax method change with the IRS during the second quarter of 2024.
The total amount of gross interest and penalties accrued related to unrecognized tax benefits was $29 million at September 30, 2024 and $48 million at December 31, 2023, a decrease of $19 million, which is predominantly attributable to the expiration of statutes of limitation, partially offset by additional interest and penalties related to non-U.S. uncertain tax positions. At September 30, 2024, unrecognized tax benefits (including interest and penalties) of $13 million, net of indemnification, would impact the effective tax rate if recognized.
We anticipate $32 million of unrecognized tax benefits, including interest and penalties, to be indemnified pursuant to a Tax Matters Agreement dated May 11, 2016 by and among Starwood Hotels & Resorts Worldwide, Inc., Vistana Signature Experiences, Inc., and Interval Leisure Group, Inc., and consequently have recorded a corresponding indemnification asset. The unrecognized tax benefits, including accrued interest and penalties, are included in Other liabilities on our Balance Sheet.
Our income tax returns are subject to examination by relevant tax authorities. Certain of our returns are being audited in various jurisdictions for tax years 2007 through 2020. The amount of the unrecognized tax benefits may increase or decrease within the next twelve months as a result of audits or audit settlements.
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6. VACATION OWNERSHIP NOTES RECEIVABLE
The following table shows the composition of our vacation ownership notes receivable balances, net of reserves.
September 30, 2024December 31, 2023
($ in millions)OriginatedAcquiredTotalOriginatedAcquiredTotal
Securitized$1,800 $105 $1,905 $1,764 $148 $1,912 
Eligible for securitization(1)
58 1 59 51 1 52 
Not eligible for securitization(1)
409 14 423 363 16 379 
Non-securitized467 15 482 414 17 431 
Total
$2,267 $120 $2,387 $2,178 $165 $2,343 
(1)Refer to Footnote 7 “Financial Instruments” for discussion of eligibility of our vacation ownership notes receivable for securitization.
We reflect interest income associated with vacation ownership notes receivable on our Income Statements in the Financing revenues caption. The following table summarizes interest income associated with vacation ownership notes receivable.
Three Months EndedNine Months Ended
($ in millions)September 30, 2024September 30, 2023September 30, 2024September 30, 2023
Interest income associated with securitized vacation ownership notes receivable
$72 $70 $215 $205 
Interest income associated with non-securitized vacation ownership notes receivable
11 9 31 26 
Total interest income associated with vacation ownership notes receivable$83 $79 $246 $231 
Credit Quality Indicators - Vacation Ownership Notes Receivable
We use the origination of vacation ownership notes receivable and the FICO scores of the customer by brand as the primary credit quality indicators, as historical performance indicates that there is a relationship between the default behavior of borrowers by FICO score and the brand associated with the vacation ownership interest (“VOI”) they have acquired. The estimates of the variable consideration for originated vacation ownership notes receivable and the reserve for credit losses on the acquired vacation ownership notes receivable are based on default rates that are an output of our static pool analyses and estimates regarding future defaults.
In the third quarter of 2023, we increased our vacation ownership notes receivable reserve to reflect then-current trends in delinquencies and default rates. We estimated the amount of the increase in our sales reserve primarily using a historical period of increased defaults. The additional reserves recorded in 2023 adjusted our future default rate estimate to reflect then-current macroeconomic conditions, including inflation outpacing wage growth, continuing high interest rates, mixed economic indicators and increased global insecurity. Subsequent to the third quarter of 2023, we increased our sales reserve rate to provide for higher expected cumulative losses on new originations.
We believe the cumulative impact of inflation on consumers and the related impact of year-over-year increases in maintenance fees for 2023 and 2024 are driving continued elevated delinquencies and defaults. As a result, during the second quarter of 2024, we increased our sales reserve by $70 million to reflect increases in expected cumulative loss rates for our vacation ownership notes receivable originated during 2021-2024. In estimating the increase in the sales reserve, we considered then-current macroeconomic conditions, including higher consumer debt levels, moderating inflation, continued high interest rates, uncertainty around timing and frequency of interest rate adjustments and continued mixed economic indicators.
The weighted average FICO score within our consolidated vacation ownership notes receivable pool was 725 and 723, at September 30, 2024 and December 31, 2023, respectively, based upon the FICO score of the borrower at the time of origination.
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Acquired Vacation Ownership Notes Receivable
Acquired vacation ownership notes receivable represent vacation ownership notes receivable acquired as part of the ILG Acquisition and the Welk Acquisition. The following table shows future contractual principal payments, net of a $10 million reserve, and interest rates for our acquired vacation ownership notes receivable at September 30, 2024.
Acquired Vacation Ownership Notes Receivable
($ in millions)Non-SecuritizedSecuritizedTotal
2024, remaining$3 $6 $9 
20254 24 28 
20263 22 25 
20272 18 20 
20281 12 13 
Thereafter2 23 25 
Balance at September 30, 2024$15 $105 $120 
Weighted average stated interest rate13.8%14.0%14.0%
Range of stated interest rates
0.0% to 21.9%
0.0% to 21.9%
0.0% to 21.9%
The following tables show the acquired vacation ownership notes receivable, before reserves, by brand and borrower FICO score at origination.
Acquired Vacation Ownership Notes Receivable as of September 30, 2024
($ in millions)700+600 - 699< 600No ScoreTotal
Marriott Vacation Ownership$33 $23 $3 $6 $65 
Hyatt Vacation Ownership39 25 — 1 65 
$72 $48 $3 $7 $130 
Acquired Vacation Ownership Notes Receivable as of December 31, 2023
($ in millions)700+600 - 699< 600No ScoreTotal
Marriott Vacation Ownership$46 $32 $4 $9 $91 
Hyatt Vacation Ownership53 34 1 1 89 
$99 $66 $5 $10 $180 
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Originated Vacation Ownership Notes Receivable
Originated vacation ownership notes receivable represent vacation ownership notes receivable originated by Legacy-ILG and Legacy-Welk subsequent to each respective acquisition date, and all Legacy-MVW vacation ownership notes receivable. The following table shows future principal payments, net of reserves, and interest rates for our originated vacation ownership notes receivable at September 30, 2024.
Originated Vacation Ownership Notes Receivable
($ in millions)Non-SecuritizedSecuritizedTotal
2024, remaining$21 $34 $55 
202567 142 209 
202650 151 201 
202747 159 206 
202842 164 206 
Thereafter240 1,150 1,390 
Balance at September 30, 2024$467 $1,800 $2,267 
Weighted average stated interest rate11.9%13.4%13.0%
Range of stated interest rates
0.0% to 20.9%
0.0% to 20.9%
0.0% to 20.9%
The following table summarizes the activity related to our originated vacation ownership notes receivable reserve.
Originated Vacation Ownership Notes Receivable Reserve
($ in millions)Non-SecuritizedSecuritizedTotal
Balance at December 31, 2023$195 $260 $455 
Increase in vacation ownership notes receivable reserve
173 43 216 
Securitizations(158)158 — 
Clean-up call74 (74)— 
Write-offs(155)— (155)
Defaulted vacation ownership notes receivable repurchase activity(1)
115 (115)— 
Balance at September 30, 2024$244 $272 $516 
(1)Reflects the change attributable to the transfer of the reserve from the securitized vacation ownership notes receivable reserve to the non-securitized vacation ownership notes receivable reserve when we voluntarily repurchased securitized vacation ownership notes receivable.
The following tables show originated vacation ownership notes receivable, before reserves, by brand and borrower FICO score at origination.
Originated Vacation Ownership Notes Receivable as of September 30, 2024
($ in millions)700 +600 - 699< 600No ScoreTotal
Marriott Vacation Ownership$1,470 $628 $57 $347 $2,502 
Hyatt Vacation Ownership201 74 2 4 281 
$1,671 $702 $59 $351 $2,783 
Originated Vacation Ownership Notes Receivable as of December 31, 2023
($ in millions)700 +600 - 699< 600No ScoreTotal
Marriott Vacation Ownership$1,381 $609 $57 $323 2,370 
Hyatt Vacation Ownership188 70 2 3 263 
$1,569 $679 $59 $326 $2,633 
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The following tables detail the origination year of our originated vacation ownership notes receivable, before reserves, by brand and borrower FICO score at origination as of September 30, 2024, and gross write-offs by brand for the first three quarters of 2024.
Originated Vacation Ownership Notes Receivable - Marriott Vacation Ownership
($ in millions)20242023202220212020 & PriorTotal
700 +$398 $409 $281 $160 $222 $1,470 
600 - 699141 159 128 82 118 628 
< 60013 15 11 7 11 57 
No Score133 100 46 16 52 347 
$685 $683 $466 $265 $403 $2,502 
Gross write-offs$3 $33 $41 $23 $31 $131 
Originated Vacation Ownership Notes Receivable - Hyatt Vacation Ownership
($ in millions)20242023202220212020 & PriorTotal
700 +$71 $61 $45 $21 $3 $201 
600 - 69925 21 18 8 2 74 
< 6001 1 — — — 2 
No Score2 1 1 — — 4 
$99 $84 $64 $29 $5 $281 
Gross write-offs$— $9 $10 $4 $1 $24 
Vacation Ownership Notes Receivable on Non-Accrual Status
For both non-securitized and securitized vacation ownership notes receivable, we estimated the average remaining default rates of 14.22% as of September 30, 2024 and 13.00% as of December 31, 2023. A 0.5 percentage point increase in the estimated default rate would have resulted in an increase in the related vacation ownership notes receivable reserve of $14 million as of September 30, 2024 and $13 million as of December 31, 2023.
The following table shows our recorded investment in non-accrual vacation ownership notes receivable, which are vacation ownership notes receivable that are 90 days or more past due.
Vacation Ownership Notes Receivable
($ in millions)Non-SecuritizedSecuritizedTotal
Investment in vacation ownership notes receivable on non-accrual status at September 30, 2024
$158 $20 $178 
Investment in vacation ownership notes receivable on non-accrual status at December 31, 2023
$141 $27 $168 
The following table shows the aging of the recorded investment in principal, before reserves, in vacation ownership notes receivable as of September 30, 2024 and December 31, 2023.
As of September 30, 2024As of December 31, 2023
($ in millions)Non-SecuritizedSecuritizedTotalNon-SecuritizedSecuritizedTotal
31 – 90 days past due$34 $69 $103 $31 $72 $103 
91 – 120 days past due9 14 23 7 19 26 
Greater than 120 days past due149 6 155 134 8 142 
Total past due192 89 281 172 99 271 
Current538 2,094 2,632 460 2,082 2,542 
Total vacation ownership notes receivable$730 $2,183 $2,913 $632 $2,181 $2,813 
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7. FINANCIAL INSTRUMENTS
The following table shows the carrying values and the estimated fair values of financial assets and liabilities that qualify as financial instruments, determined in accordance with the authoritative guidance for disclosures regarding the fair value of financial instruments. Considerable judgment is required in interpreting market data to develop estimates of fair value. The use of different market assumptions and/or estimation methodologies could have a material effect on the estimated fair value amounts. The table excludes Cash and cash equivalents, Restricted cash, Accounts and contracts receivable (excluding contracts receivable for financed VOI sales, net), deposits included in Other assets, Accounts payable, Advance deposits, and Accrued liabilities, all of which had fair values approximating their carrying amounts due to the short maturities and liquidity of these instruments.
At September 30, 2024At December 31, 2023
($ in millions)Carrying
Amount		Fair
Value		Carrying
Amount		Fair
Value
Vacation ownership notes receivable, net$2,387 $2,453 $2,343 $2,427 
Contracts receivable for financed VOI sales, net51 51 37 37 
Other assets128 128 99 99 
Total financial assets$2,566 $2,632 $2,479 $2,563 
Securitized debt, net$(2,248)$(2,280)$(2,096)$(2,068)
Term Loan, net(788)(797)(781)(784)
Revolving Corporate Credit Facility, net(72)(75)(101)(105)
2028 Notes, net(348)(336)(348)(322)
2029 Notes, net(496)(471)(495)(445)
2026 Convertible Notes, net(571)(521)(568)(508)
2027 Convertible Notes, net(565)(535)(563)(513)
Non-interest bearing note payable, net— — (4)(4)
Total financial liabilities$(5,088)$(5,015)$(4,956)$(4,749)
Vacation Ownership Notes Receivable
At September 30, 2024At December 31, 2023
($ in millions)Carrying
Amount		Fair
Value		Carrying
Amount		Fair
Value
Securitized$1,905 $1,968 $1,912 $1,994 
Eligible for securitization59 62 52 54 
Not eligible for securitization423 423 379 379 
Non-securitized482 485 431 433 
Total
$2,387 $2,453 $2,343 $2,427 
We estimate the fair value of our vacation ownership notes receivable that have been securitized using a discounted cash flow model. We believe this is comparable to the model that an independent third party would use in the current market. Our model uses default rates, prepayment rates, coupon rates, and loan terms for our securitized vacation ownership notes receivable portfolio as key drivers of risk and relative value to determine the fair value of the underlying vacation ownership notes receivable. We concluded that this fair value measurement should be categorized within Level 3.
Due to factors that impact the general marketability of our vacation ownership notes receivable that have not been securitized, as well as current market conditions, we bifurcate our non-securitized vacation ownership notes receivable at each balance sheet date into those eligible and not eligible for securitization using criteria applicable to current securitization transactions in the asset-backed securities (“ABS”) market. Generally, vacation ownership notes receivable are considered not eligible for securitization if any of the following attributes are present: (1) payments are greater than 30 days past due; (2) the first payment has not been received; or (3) the collateral is located in Asia or Europe. In some cases, eligibility may also be determined based on the credit score of the borrower, the remaining term of the loans and other similar factors that may reflect investor demand in a securitization transaction or the cost to effectively securitize the vacation ownership notes receivable.
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The table above shows the bifurcation of our vacation ownership notes receivable that have not been securitized into those eligible and not eligible for securitization based upon the aforementioned eligibility criteria. We estimate the fair value of the portion of our vacation ownership notes receivable that have not been securitized that we believe will ultimately be securitized in the same manner as vacation ownership notes receivable that have been securitized. We value the remaining vacation ownership notes receivable that have not been securitized at their carrying value, rather than using our pricing model. We believe that the carrying value of these particular vacation ownership notes receivable approximates fair value because the stated, or otherwise imputed, interest rates of these loans are generally consistent with current market rates and the reserve for these vacation ownership notes receivable appropriately accounts for risks in default rates, prepayment rates, discount rates, and loan terms. We concluded that this fair value measurement should be categorized within Level 3.
Contracts Receivable for Financed VOI Sales
At the time at which we recognize revenue for Marriott-branded VOI sales, we temporarily record a contract receivable for financed VOI sales, until the time at which we originate a vacation ownership note receivable, which occurs at closing. We believe that the carrying value of the contracts receivable for financed VOI sales approximates fair value because the stated, or otherwise imputed, interest rates of these receivables are generally consistent with current market rates and the reserve for these contracts receivable for financed VOI sales appropriately accounts for risks in default rates. We concluded that this fair value measurement should be categorized within Level 3.
Other Assets
Other assets include $128 million and $99 million of company owned insurance policies (the “COLI policies”) acquired on the lives of certain participants in the Marriott Vacations Worldwide Deferred Compensation Plan (the “Deferred Compensation Plan”) at September 30, 2024 and December 31, 2023, respectively, that are held in a rabbi trust. The carrying value of the COLI policies is equal to their cash surrender value (Level 2 inputs).
Securitized Debt
We generate cash flow estimates by modeling all bond tranches for our active vacation ownership notes receivable securitization transactions, with consideration for the collateral specific to each tranche. The key drivers in our analysis include default rates, prepayment rates, bond interest rates, and other structural factors, which we use to estimate the projected cash flows. In order to estimate market credit spreads by rating, we obtain indicative credit spreads from investment banks that actively issue and facilitate the market for vacation ownership securities and determine an average credit spread by rating level of the different tranches. We then apply those estimated market spreads to swap rates in order to estimate an underlying discount rate for calculating the fair value of the active bonds payable. We concluded that this fair value measurement should be categorized within Level 3.
Term Loan
We estimate the fair value of our Term Loan (as defined in Footnote 12 “Debt”) using quotes from securities dealers as of the last trading day for the quarter; however, this loan has only a limited trading history and volume, and as such, this fair value estimate is not necessarily indicative of the value at which the Term Loan could be retired or transferred. We concluded that this fair value measurement should be categorized within Level 3.
Revolving Corporate Credit Facility
We estimate that the gross carrying value of our Revolving Corporate Credit Facility (as defined in Footnote 12 “Debt”) approximates fair value as the contractual interest rate is variable plus an applicable margin. We concluded that this fair value measurement should be categorized within Level 3.
Senior Notes
We estimate the fair value of our 2028 Notes and 2029 Notes (each as defined in Footnote 12 “Debt”) using quoted market prices as of the last trading day for the quarter; however, these notes have only a limited trading history and volume, and as such, this fair value estimate is not necessarily indicative of the value at which these notes could be retired or transferred. We concluded that this fair value measurement should be categorized within Level 2.
Convertible Notes
We estimate the fair value of our convertible notes using quoted market prices as of the last trading day for the quarter; however, these notes have only a limited trading history and volume, and as such, this fair value estimate is not necessarily indicative of the value at which the convertible notes could be retired or transferred. We concluded that this fair value measurement should be categorized within Level 2.
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8. EARNINGS PER SHARE
Basic earnings per common share attributable to common stockholders is calculated by dividing net income attributable to common stockholders by the weighted average number of shares of common stock outstanding during the reporting period. Diluted earnings per common share attributable to common stockholders reflects the assumed conversion of all dilutive securities, calculated using the treasury stock method.
The table below illustrates the reconciliation of the earnings and number of shares used in our calculation of basic and diluted earnings per share attributable to common stockholders.
Three Months EndedNine Months Ended
(in millions, except per share amounts)September 30, 2024September 30, 2023September 30, 2024September 30, 2023
Net income attributable to common stockholders
$84 $42 $168 $219 
Shares for basic earnings per share35.3 36.4 35.4 36.9 
Basic earnings per share$2.38 $1.16 $4.74 $5.96 

Three Months EndedNine Months Ended
(in millions, except per share amounts)September 30, 2024September 30, 2023September 30, 2024September 30, 2023
Net income attributable to common stockholders
$84 $42 $168 $219 
Add back of interest expense related to convertible notes, net of tax5 5 14 14 
Numerator used to calculate diluted earnings per share$89 $47 $182 $233 
Shares for basic earnings per share
35.3 36.4 35.4 36.9 
Effect of dilutive shares outstanding
Employee SARs— 0.1 — 0.1 
Restricted stock units0.1 0.3 0.1 0.3 
2026 Convertible Notes
3.6 3.5 3.6 3.5 
2027 Convertible Notes
3.1 3.0 3.0 3.0 
Shares for diluted earnings per share42.1 43.3 42.1 43.8 
Diluted earnings per share$2.12 $1.09 $4.31 $5.33 
The computations of diluted earnings per share attributable to common stockholders in the table above exclude approximately 393,000 and 200,000 shares of common stock, the maximum number of shares issuable as of September 30, 2024 and September 30, 2023, respectively, upon the vesting of certain performance-based awards, because the performance conditions required to be met for the shares subject to such awards to vest were not achieved by the end of the reporting period.
In accordance with the applicable accounting guidance for calculating earnings per share, for the third quarter of 2024, we excluded from our calculation of diluted earnings per share 695,868 shares underlying stock appreciation rights (“SARs”) that may settle in shares of common stock because the exercise prices of such SARs, which ranged from $77.42 to $173.88, were greater than the average market price of our common stock for the applicable period.
For the first three quarters of 2024, we excluded from our calculation of diluted earnings per share 646,203 shares underlying SARs that may settle in shares of common stock because the exercise prices of such SARs, which ranged from $93.73 to $173.88, were greater than the average market price of our common stock for the applicable period.
For each of the third quarter and first three quarters of 2023, we excluded from our calculation of diluted earnings per share 287,125 shares underlying SARs that may settle in shares of common stock because the exercise prices of such SARs, which ranged from $143.38 to $173.88, were greater than the average market price of our common stock for the applicable period.
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9. INVENTORY
The following table shows the composition of our inventory balances:
($ in millions)At September 30, 2024At December 31, 2023
Finished goods(1)
$756 $624 
Work-in-progress4 — 
Real estate inventory
760 624 
Other9 10 
$769 $634 
(1)Represents completed inventory that is registered for sale as VOIs and vacation ownership inventory expected to be reacquired pursuant to estimated future defaults on originated vacation ownership notes receivable.
Product cost true-up activity relating to vacation ownership products increased carrying values of inventory by $28 million during the first three quarters of 2024 and $24 million during the first three quarters of 2023.
In addition to the above, at September 30, 2024 and December 31, 2023, we had $274 million and $370 million, respectively, of completed vacation ownership units which are classified as a component of Property and equipment, net until the time at which they are available and legally registered for sale as vacation ownership products. We also had deposits on future purchases of inventory of $26 million at September 30, 2024, of which $22 million was included in Other assets and $4 million was included in Accounts and contracts receivable, net on our Balance Sheet, and $3 million at December 31, 2023, which was included in Other assets on our Balance Sheet.
10. CONTINGENCIES AND COMMITMENTS
Commitments and Letters of Credit
As of September 30, 2024, we had the following commitments outstanding:
•We have various contracts for the use of information technology hardware and software that we use in the normal course of business. Our aggregate commitment under these contracts was $73 million, of which we expect $16 million, $31 million, $18 million, $6 million, and $2 million will be paid in the remainder of 2024, 2025, 2026, 2027, and 2028, respectively.
•We have remaining commitments of $34 million to purchase vacation ownership units located in Bali, Indonesia in two separate transactions, contingent upon completion of construction to agreed-upon standards within specified timeframes, for use in our Vacation Ownership segment.
•We expect to complete the acquisition of 32 vacation ownership units in 2025 pursuant to one of the commitments, and to make remaining payments with respect to these units when specific construction milestones are completed as follows: $2 million in the remainder of 2024, $10 million in 2025, and $1 million in 2026.
•We expect to complete the acquisition of 26 vacation ownership units in 2026 pursuant to the other commitment, and to make remaining payments with respect to these units when specific construction milestones are completed as follows: $4 million in the remainder of 2024, $2 million in 2025, $14 million in 2026, and $1 million in 2027.
•We have a remaining commitment of $37 million to purchase 60 vacation ownership units located in Khao Lak, Thailand, contingent upon completion of construction to agreed-upon standards within specified timeframes, for use in our Vacation Ownership segment. We expect to complete the acquisition of these vacation ownership units in 2026. We expect to make remaining payments when specific construction milestones are completed as follows: $4 million in 2025, $31 million in 2026, and $2 million in 2027.
•We have $131 million of commitments to purchase property and vacation ownership units located in the continental United States, subject to various contingencies, that include, but are not limited to, the receipt of financing by third-party developers, governmental approvals, and the completion of construction to agreed-upon standards within specified timeframes. We expect to complete these acquisitions by 2027. We expect to make remaining payments when specific approvals are received and construction milestones are completed as follows: $10 million in the remainder of 2024, $13 million in 2026, and $108 million in 2027.
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•We have a commitment to acquire real estate in Waikiki, Hawaii for use in our Vacation Ownership segment via our involvement with a VIE. Refer to Footnote 3 “ Acquisitions” for information about purchases that occurred during the first three quarters of 2024 pursuant to this commitment and Footnote 15 “Variable Interest Entities” for additional information about this commitment and our activities relating to the VIE involved in this commitment.
As of September 30, 2024, we had $20 million of letters of credit outstanding under our Revolving Corporate Credit Facility (as defined in Footnote 12 “Debt”), of which $19 million were related to and in lieu of reserves required for our outstanding securitization transactions completed during the first quarter of 2024 and the fourth quarter of 2023. In addition, as of September 30, 2024, we had $24 million in letters of credit outstanding that were not issued pursuant to, nor do they impact our borrowing capacity under, the Revolving Corporate Credit Facility, of which $23 million were related to and in lieu of reserves required for our most recent outstanding securitization transaction completed in the third quarter of 2024.
Surety bonds issued as of September 30, 2024 totaled $130 million, the majority of which were requested by federal, state or local governments in connection with our operations.
Guarantees
Certain of our rental management agreements in our Exchange & Third-Party Management segment provide for owners of properties we manage to receive specified percentages of rental revenue or guaranteed amounts generated under our management. In these cases, the operating expenses for the rental operations are paid from the revenue generated by the rentals, the owners are then paid their contractual percentages or guaranteed amounts, and we either retain the balance of the rental revenue (if any) as our fee or we make up the deficit if the owners have not received their guaranteed amounts. At September 30, 2024, our maximum exposure under fixed dollar guarantees was $3 million, of which $1 million, $1 million, $1 million, and less than $1 million relate to 2025, 2026, 2027, and 2028, respectively.
We have a commitment to an owners’ association that we manage to pay for any shortfall between the actual expenses incurred by the owners’ association and the income received by the owners’ association, in lieu of our payment of maintenance fees for unsold inventory. The agreement will terminate on the earlier of: (1) sale of 95% of the total ownership interests in the owners’ association; or (2) written notification of termination by either party. At September 30, 2024, our expected commitment for the remainder of 2024 is $5 million, which will ultimately be recorded as a component of rental expense on our income statement.
Loss Contingencies
In February 2019, the owners’ association for the St. Regis Residence Club, New York filed a lawsuit in the Supreme Court for the State of New York, New York County, Commercial Division against ILG and several of its subsidiaries and certain third parties. The operative complaint alleged that the defendants breached their fiduciary duties related to sale and rental practices, aided and abetted certain breaches of fiduciary duty, engaged in self-dealing as the sponsor and manager of the club, tortiously interfered with the management agreement, were unjustly enriched, and engaged in anticompetitive conduct. The plaintiff sought unspecified damages, punitive damages and disgorgement of payments under the management and purchase agreements. In February 2022, the Court granted our motion to dismiss the complaint and dismissed with prejudice all claims except one (such claim, the “Remaining Claim”), with respect to which the plaintiff was granted leave to amend its complaint. The plaintiff filed an amended complaint with respect to the Remaining Claim and appealed the dismissal of the other claims. In June 2023, the appellate court upheld the dismissal of those claims. Plaintiff filed a motion for reconsideration of that appellate ruling, and in October 2023, the appellate court denied that motion. In November 2022, the Court granted our motion to dismiss the amended complaint with respect to the Remaining Claim and again granted plaintiff leave to amend its complaint. The plaintiff filed an amended complaint with respect to the Remaining Claim and again appealed the dismissal of the other claims. In January 2024, the appellate court upheld the dismissal of the other claims. In September 2023, the Court granted our motion to dismiss the amended complaint with respect to the Remaining Claim and denied plaintiff permission to file any additional amended complaints. Plaintiff’s appeal of the September 2023 ruling was dismissed as untimely by the appellate court on June 10, 2024.
In the ordinary course of our business, various claims and lawsuits have been filed or are pending against us. A number of these lawsuits and claims may exist at any given time. Additionally, the COVID-19 pandemic may give rise to various claims and lawsuits from owners, members and other parties. We record and accrue for legal contingencies when we determine that it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. In making such determinations, we evaluate, among other things, the degree of probability of an unfavorable outcome and, when it is probable that a liability has been incurred, our ability to make a reasonable estimate of loss. We review these accruals each reporting period and make revisions based on changes in facts and circumstances.
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We have not accrued for the matter described above and we cannot estimate a range of the potential liability associated with this matter, if any, at this time. We have accrued for other claims and lawsuits, but the amount accrued is not material individually or in the aggregate. For matters not requiring accrual, we do not believe that the ultimate outcome of such matters, individually or in the aggregate, will materially harm our financial position, cash flows, or overall trends in results of operations based on information currently available. However, legal proceedings are inherently uncertain, and while we believe that our accruals, where required, are adequate and/or we have valid defenses to the claims asserted, unfavorable rulings could occur that could, individually or in the aggregate, have a material adverse effect on our business, financial condition, or operating results.
11. SECURITIZED DEBT
The following table provides detail on our securitized debt, net of unamortized debt discount and issuance costs.
($ in millions)At September 30, 2024At December 31, 2023
Vacation ownership notes receivable securitizations, gross(1)
$2,276 $1,971 
Unamortized debt discount and issuance costs(28)(23)
2,248 1,948 
Warehouse Credit Facility, gross
— 150 
Unamortized debt issuance costs(2)
— (2)
— 148 
$2,248 $2,096 
(1)Interest rates as of September 30, 2024 range from 1.5% to 6.6%, with a weighted average interest rate of 4.7%.
(2)Excludes $2 million of unamortized debt issuance costs as of September 30, 2024, as no cash borrowings were outstanding on the Warehouse Credit Facility at that time.
All of our securitized debt is non-recourse. See Footnote 15 “Variable Interest Entities” for a discussion of the collateral for the non-recourse debt associated with our securitized debt.
The following table shows anticipated future principal payments for our securitized debt as of September 30, 2024.
Vacation Ownership
Notes Receivable Securitizations
($ in millions)
Payment Year
2024, remaining$50 
2025189 
2026197 
2027202 
2028203 
Thereafter1,435 
$2,276 
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Vacation Ownership Notes Receivable Securitizations
Each of the securitized vacation ownership notes receivable transactions contains various triggers relating to the performance of the underlying vacation ownership notes receivable. If a pool of securitized vacation ownership notes receivable fails to perform within the pool’s established parameters (default or delinquency thresholds vary by transaction), transaction provisions effectively redirect the monthly excess spread we would otherwise receive from that pool (attributable to the interests we retained) to accelerate the principal payments to investors (taking into account the subordination of the different tranches to the extent there are multiple tranches) until the performance trigger is cured. During the third quarter of 2024, and as of September 30, 2024, we had 15 securitized vacation ownership notes receivable pools outstanding, none of which were out of compliance with their respective established parameters.
As the contractual terms of the underlying securitized vacation ownership notes receivable determine the maturities of the non-recourse debt associated with them, actual maturities may occur earlier than shown above due to prepayments by the vacation ownership notes receivable obligors.
During the first quarter of 2024, we securitized a pool of $439 million of vacation ownership notes receivable. In connection with the securitization, $430 million in vacation ownership loan backed notes were issued by MVW 2024-1 LLC (the “2024-1 LLC”) in a private placement. Three classes of vacation ownership loan backed notes were issued by the 2024-1 LLC: $284 million of Class A Notes, $89 million of Class B Notes, and $57 million of Class C Notes. The Class A Notes have an interest rate of 5.32%, the Class B Notes have an interest rate of 5.51%, and the Class C Notes have an interest rate of 6.20%, for an overall weighted average interest rate of 5.48%. Proceeds from the transaction, net of fees and a reserve, were used to repay the outstanding obligations on our warehouse credit facility (the “Warehouse Credit Facility”) and for other general corporate purposes.
During the third quarter of 2024, we securitized a pool of $454 million of vacation ownership notes receivable. In connection with the securitization, $445 million in vacation ownership loan backed notes were issued by MVW 2024-2 LLC (the “2024-2 LLC”) in a private placement. Three classes of vacation ownership loan backed notes were issued by the 2024-2 LLC: $307 million of Class A Notes, $86 million of Class B Notes, and $52 million of Class C Notes. The Class A Notes have an interest rate of 4.43%, the Class B Notes have an interest rate of 4.58%, and the Class C Notes have an interest rate of 4.92%, for an overall weighted average interest rate of 4.52%. Proceeds from the transaction, net of fees, were used to repay the outstanding obligations on our Warehouse Credit Facility and for other general corporate purposes.
Warehouse Credit Facility
During the second quarter of 2024, we amended certain agreements associated with our Warehouse Credit Facility (the “Warehouse Amendment”). The Warehouse Amendment extended the revolving period from May 31, 2025 to June 11, 2026, and modified the benchmark interest rate applicable to most borrowings under the Warehouse Credit Facility to the Secured Overnight Financing Rate (“SOFR”). The Warehouse Amendment removed the use of Adjusted SOFR, which was defined as SOFR plus a 0.10% adjustment. Additionally, as part of the Warehouse Amendment, the credit spread was changed from 135 basis points over Adjusted SOFR to 115 basis points over SOFR. The Warehouse Amendment made no other material changes to the Warehouse Credit Facility.
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12. DEBT
The following table provides detail on our debt balances, net of unamortized debt discount and issuance costs.
($ in millions)At September 30, 2024At December 31, 2023
Corporate Credit Facility
Term Loan(1)
$798 $784 
Unamortized debt discount and issuance costs(10)(3)
788 781 
Revolving Corporate Credit Facility(1)
75 105 
Unamortized debt issuance costs
(3)(4)
72 101 
Senior Unsecured Notes
2028 Notes350 350 
Unamortized debt discount and issuance costs(2)(2)
348 348 
2029 Notes500 500 
Unamortized debt discount and issuance costs(4)(5)
496 495 
Convertible Notes
2026 Convertible Notes575 575 
Unamortized debt issuance costs(4)(7)
571 568 
2027 Convertible Notes575 575 
Unamortized debt issuance costs(10)(12)
565 563 
Finance Leases198 189 
Non-interest bearing note payable— 4 
$3,038 $3,049 
(1)The effective interest rate as of September 30, 2024 was 7.1%.
The following table shows scheduled principal payments for our debt, excluding finance leases, as of September 30, 2024.
Payments Year
($ in millions)Remaining 20242025202620272028ThereafterTotal
Term Loan$2 $8 $8 $8 $8 $764 $798 
Revolving Corporate Credit Facility— — — 75 — — 75 
2028 Notes— — — — 350 — 350 
2029 Notes— — — — — 500 500 
2026 Convertible Notes— — 575 — — — 575 
2027 Convertible Notes— — — 575 — — 575 
$2 $8 $583 $658 $358 $1,264 $2,873 
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Corporate Credit Facility
Our corporate credit facility (the “Corporate Credit Facility”), which consists of a term loan facility (the “Term Loan”), and a revolving credit facility (the “Revolving Corporate Credit Facility”), provides support for our business, including ongoing liquidity and letters of credit. Our Revolving Corporate Credit Facility has a borrowing capacity of $750 million, which includes a letter of credit sub-facility of $75 million, and terminates on March 31, 2027.
During the second quarter of 2024, we entered into an amendment to the Corporate Credit Facility (the “Amendment”), which, among other things, provided for a new $800 million term loan facility scheduled to mature on April 1, 2031 (the “New Term Loan”). Prior to the Amendment, the Corporate Credit Facility included a $900 million term loan facility. The proceeds of the New Term Loan were used to refinance, in full, the Term Loan, which had a balance of $784 million as of March 31, 2024 and was scheduled to mature on August 31, 2025. The interest rate applicable to the New Term Loan is SOFR plus 2.25%. There were no changes to the borrowing capacity or the termination date of the Revolving Corporate Credit Facility or its letter of credit sub-facility.
During the second quarter of 2024, $200 million of interest rate swaps and a $100 million interest rate collar that were entered into prior to 2023 to hedge a portion of our interest rate risk on the Term Loan expired and are no longer recorded on our Balance Sheet as of September 30, 2024. Both the interest rate swap and the interest rate collar were designated and qualified as cash flow hedges of interest rate risk and were recorded in Other assets on our Balance Sheets as of December 31, 2023. We characterized payments we made or received in connection with these derivative instruments as interest expense and a reclassification of accumulated other comprehensive income or loss for presentation purposes.
The following table reflects the activity in accumulated other comprehensive income or loss related to our derivative instruments during the first three quarters of 2024 and 2023. There were no reclassifications to the Income Statement for any of the periods presented below.
($ in millions)20242023
Derivative instrument adjustment balance, January 1$3 $13 
Other comprehensive loss before reclassifications(2)(3)
Derivative instrument adjustment balance, March 311 10 
Other comprehensive loss before reclassifications(1)(1)
Derivative instrument adjustment balance, June 30— 9 
Other comprehensive loss before reclassifications— (3)
Derivative instrument adjustment balance, September 30$— $6 
Senior Notes
Our senior notes include:
•$350 million aggregate principal amount of 4.750% Senior Unsecured Notes due 2028 issued in the fourth quarter of 2019 with a maturity date of January 15, 2028 (the “2028 Notes”).
•$500 million aggregate principal amount of 4.500% Senior Unsecured Notes due 2029 issued in the second quarter of 2021 with a maturity date of June 15, 2029 (the “2029 Notes”).
Convertible Notes
2026 Convertible Notes
During 2021, we issued $575 million aggregate principal amount of convertible senior notes (the “2026 Convertible Notes”) that bear interest at a rate of 0.00%. The 2026 Convertible Notes mature on January 15, 2026, unless earlier repurchased or converted in accordance with their terms prior to that date.
The conversion rate of the 2026 Convertible Notes is subject to adjustment for certain events as described in the indenture governing the notes and was subject to adjustment as of September 30, 2024 to 6.3242 shares of common stock per $1,000 principal amount of 2026 Convertible Notes (equivalent to a conversion price of $158.12 per share of our common stock), as a result of the dividends we declared since issuance of the 2026 Convertible Notes that were greater than the quarterly dividend we paid when the 2026 Convertible Notes were issued. Upon conversion, we will pay or deliver, as the case may be, cash, shares of our common stock, or a combination of cash and shares of our common stock, at our election. As of September 30, 2024, the effective interest rate was 0.55%. Amortization of debt issuance costs related to the 2026 Convertible Notes was less than $1 million during the third quarter of 2024 and 2023, and $2 million during the first three quarters of 2024 and 2023.
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2026 Convertible Note Hedges and Warrants
In connection with the offering of the 2026 Convertible Notes, we concurrently entered into the following privately-negotiated separate transactions: convertible note hedge transactions with respect to our common stock (the “2026 Convertible Note Hedges”), covering a total of 3.6 million shares of our common stock, and warrant transactions (the “2026 Warrants”), whereby we sold to the counterparties to the 2026 Convertible Note Hedges warrants to acquire 3.6 million shares of our common stock, in each case, as of September 30, 2024. The strike prices of the 2026 Convertible Note Hedges and the 2026 Warrants were subject to adjustment to $158.12 and $197.65, respectively, as of September 30, 2024, and no 2026 Convertible Note Hedges or 2026 Warrants have been exercised.
2027 Convertible Notes
During 2022, we issued $575 million aggregate principal amount of convertible senior notes (the “2027 Convertible Notes”) that bear interest at a rate of 3.25%. The 2027 Convertible Notes mature on December 15, 2027, unless earlier repurchased or converted in accordance with their terms prior to that date.
The conversion rate of the 2027 Convertible Notes is subject to adjustment for certain events as described in the indenture governing the notes and was subject to adjustment as of September 30, 2024 to 5.2828 shares of common stock per $1,000 principal amount of 2027 Convertible Notes (equivalent to a conversion price of $189.29 per share of our common stock), as a result of the dividends we declared since issuance of the 2027 Convertible Notes that were greater than the quarterly dividend we paid when the 2027 Convertible notes were issued. Upon conversion, we will pay or deliver, as the case may be, cash, shares of our common stock, or a combination of cash and shares of our common stock, at our election. As of September 30, 2024, the effective interest rate was 3.88%.
The following table shows interest expense information related to the 2027 Convertible Notes.
Three Months EndedNine Months Ended
($ in millions)September 30, 2024September 30, 2023September 30, 2024September 30, 2023
Contractual interest expense$5 $5 $14 $14 
Amortization of debt issuance costs— — 2 2 
$5 $5 $16 $16 
2027 Convertible Note Hedges and Warrants
In connection with the offering of the 2027 Convertible Notes, we concurrently entered into the following privately-negotiated separate transactions: convertible note hedge transactions with respect to our common stock (the “2027 Convertible Note Hedges”), covering a total of 3.0 million shares of our common stock, and warrant transactions (the “2027 Warrants”), whereby we sold to the counterparties to the 2027 Convertible Note Hedges warrants to acquire 3.0 million shares of our common stock, in each case, as of September 30, 2024. The strike prices of the 2027 Convertible Note Hedges and the 2027 Warrants were subject to adjustment to $189.29 and $285.72, respectively, as of September 30, 2024, and no 2027 Convertible Note Hedges or 2027 Warrants have been exercised.
Security and Guarantees
Amounts borrowed under the Corporate Credit Facility, as well as obligations with respect to letters of credit issued pursuant to the Corporate Credit Facility, are secured by a perfected first priority security interest in substantially all of the assets of the borrowers under, and guarantors of, that facility (which include MVWC and certain of our direct and indirect, existing and future, domestic subsidiaries, excluding certain bankruptcy remote special purpose subsidiaries), subject to certain exceptions. In addition, the Corporate Credit Facility, the 2026 Convertible Notes, the 2027 Convertible Notes, the 2028 Notes, and the 2029 Notes are guaranteed by MVWC and certain of our direct and indirect, existing and future, domestic subsidiaries, excluding certain bankruptcy remote special purpose subsidiaries.
13. STOCKHOLDERS’ EQUITY
Marriott Vacations Worldwide has 100,000,000 authorized shares of common stock, par value of $0.01 per share. At September 30, 2024, there were 75,847,792 shares of Marriott Vacations Worldwide common stock issued, of which 34,947,061 shares were outstanding and 40,900,731 shares were held as treasury stock. At December 31, 2023, there were 75,807,882 shares of Marriott Vacations Worldwide common stock issued, of which 35,319,306 shares were outstanding and 40,488,576 shares were held as treasury stock. Marriott Vacations Worldwide has 2,000,000 authorized shares of preferred stock, par value of $0.01 per share, none of which were issued or outstanding as of September 30, 2024 or December 31, 2023.
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Share Repurchase Program
From time to time, with the approval of our Board of Directors, we may undertake programs to purchase shares of our common stock (each, a “Share Repurchase Program”). As of September 30, 2024, approximately $394 million remained available for share repurchases under the current Share Repurchase Program, which authorizes share repurchases through December 31, 2024.
Share repurchases may be made through open market purchases, privately negotiated transactions, block transactions, tender offers, or otherwise. The specific timing, amount and other terms of the repurchases will depend on market conditions, corporate and regulatory requirements, contractual restrictions, and other factors. In connection with the current Share Repurchase Program, we are authorized to adopt one or more plans pursuant to the provisions of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. The authorization for the current Share Repurchase Program may be suspended, terminated, increased or decreased by our Board of Directors at any time without prior notice. Acquired shares of our common stock are currently held as treasury shares and carried at cost in our Financial Statements.
The following table summarizes share repurchase activity under our Share Repurchase Program:
($ in millions, except per share amounts)Number of Shares RepurchasedCost Basis of Shares RepurchasedAverage Price
Paid per Share
As of December 31, 202325,141,073 $2,405 $95.65 
For the first three quarters of 2024530,377 45 $85.45 
As of September 30, 202425,671,450 $2,450 $95.44 
Dividends
We declared cash dividends to holders of common stock during the first three quarters of 2024 as follows. Any future dividend payments will be subject to the restrictions imposed under the agreements covering our debt and approval of our Board of Directors. There can be no assurance that we will pay dividends in the future.
Declaration Date
Stockholder Record Date
Distribution DateDividend per Share
February 15, 2024February 29, 2024March 14, 2024$0.76
May 9, 2024May 23, 2024June 6, 2024$0.76
September 4, 2024September 19, 2024October 3, 2024$0.76
14. SHARE-BASED COMPENSATION
During the second quarter of 2024, our stockholders approved the Amended and Restated Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan (the “MVW Equity Plan”). The MVW Equity Plan is maintained for the benefit of our officers, directors, and employees. Under the MVW Equity Plan, we are authorized to award: (1) restricted stock and restricted stock units (“RSUs”) of our common stock, (2) stock appreciation rights (“SARs”) relating to our common stock, and (3) stock options to purchase our common stock. A total of approximately 3 million shares are authorized for issuance pursuant to grants under the MVW Equity Plan. As of September 30, 2024, approximately 2 million shares were available for grants under the MVW Equity Plan.
The following table details our share-based compensation expense related to award grants to our officers, directors, and employees:
Three Months EndedNine Months Ended
($ in millions)September 30, 2024September 30, 2023September 30, 2024September 30, 2023
Service-based RSUs$7 $7 $23 $22 
Performance-based RSUs— (2)(1)1 
7 5 22 23 
SARs1 1 2 2 
$8 $6 $24 $25 
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The following table details our deferred compensation costs related to unvested awards:
($ in millions)At September 30, 2024At December 31, 2023
Service-based RSUs$32 $22 
Performance-based RSUs6 1 
38 23 
SARs2 1 
$40 $24 
Restricted Stock Units
We granted 401,181 service-based RSUs, which are subject to time-based vesting conditions, with a weighted average grant-date fair value of $87.55, to our employees and non-employee directors during the first three quarters of 2024. During the first three quarters of 2024, we also granted performance-based RSUs, which are subject to performance-based vesting conditions, to members of management. A maximum of 204,020 RSUs may be earned under the performance-based RSU awards granted during the first three quarters of 2024.
Stock Appreciation Rights
We granted 86,759 SARs, with a weighted average grant-date fair value of $34.58 and a weighted average exercise price of $93.73, to members of management during the first three quarters of 2024. We use the Black-Scholes model to estimate the fair value of the SARs granted. The expected stock price volatility was calculated based on the average of the historical and implied volatility of our stock price. The average expected life was calculated using the simplified method, as we have insufficient historical information to provide a basis for estimating average expected life. The risk-free interest rate was calculated based on U.S. Treasury zero-coupon issues with a remaining term equal to the expected life assumed at the date of grant. The dividend yield assumption listed below is based on the expectation of future payouts.
The following table outlines the assumptions used to estimate the fair value of grants during the first three quarters of 2024:
Expected volatility45.78%
Dividend yield3.21%
Risk-free rate4.23%
Expected term (in years)6.25
15. VARIABLE INTEREST ENTITIES
Variable Interest Entities Related to Our Vacation Ownership Notes Receivable Securitizations
The following table shows consolidated assets, which are collateral for the obligations of the VIEs related to our vacation ownership notes receivable securitizations, and consolidated liabilities included on our Balance Sheet at September 30, 2024:
($ in millions)Vacation Ownership
Notes Receivable
Securitizations		Warehouse
Credit Facility		Total
Consolidated Assets
Vacation ownership notes receivable, net of reserves$1,905 $— $1,905 
Interest receivable17 — 17 
Restricted cash185 9 194 
Total$2,107 $9 $2,116 
Consolidated Liabilities
Interest payable$3 $1 $4 
Securitized debt2,276 — 2,276 
Total$2,279 $1 $2,280 
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The following table shows the interest income and expense recognized as a result of our involvement with these VIEs during the third quarter of 2024:
($ in millions)Vacation Ownership
Notes Receivable
Securitizations		Warehouse
Credit Facility		Total
Interest income$66 $6 $72 
Interest expense$23 $3 $26 
Debt issuance cost amortization$2 $1 $3 
The following table shows the interest income and expense recognized as a result of our involvement with these VIEs during the first three quarters of 2024:
($ in millions)Vacation Ownership
Notes Receivable
Securitizations		Warehouse
Credit Facility		Total
Interest income$202 $13 $215 
Interest expense$70 $7 $77 
Debt issuance cost amortization$7 $1 $8 
Administrative expenses$1 $— $1 
The following table shows cash flows between us and the vacation ownership notes receivable securitization VIEs:
Nine Months Ended
($ in millions)September 30, 2024September 30, 2023
Cash Inflows
Net proceeds from vacation ownership notes receivable securitizations$883 $396 
Principal receipts418 384 
Interest receipts196 178 
Reserve release130 16 
Total1,627 974 
Cash Outflows
Principal payments(418)(389)
Voluntary repurchases of defaulted vacation ownership notes receivable(123)(88)
Voluntary clean-up call(29)(19)
Interest payments(73)(51)
Funding of restricted cash(243)(17)
Total(886)(564)
Net Cash Flows$741 $410 
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The following table shows cash flows between us and the Warehouse Credit Facility VIE:
Nine Months Ended
($ in millions)September 30, 2024September 30, 2023
Cash Inflows
Proceeds from vacation ownership notes receivable securitizations$325 $515 
Principal receipts22 43 
Interest receipts13 24 
Reserve release7 9 
Total367 591 
Cash Outflows
Principal payments(17)(34)
Voluntary repurchases of defaulted vacation ownership notes receivable(3)(2)
Repayment of Warehouse Credit Facility(455)(296)
Interest payments(7)(9)
Funding of restricted cash(7)(18)
Total(489)(359)
Net Cash Flows$(122)$232 
Under the terms of our vacation ownership notes receivable securitizations, we have the right to substitute loans for, or repurchase, defaulted loans at our option, subject to certain limitations. Our maximum exposure to potential loss relating to the special purpose entities that purchase, sell, and own these vacation ownership notes receivable is the overcollateralization amount (the difference between the loan collateral balance and the balance of the outstanding vacation ownership notes receivable), plus cash reserves and any residual interest in future cash flows from collateral.
Other Variable Interest Entities
We have a commitment to purchase a property located in Waikiki, Hawaii. The property is held by a VIE for which we are not the primary beneficiary. We do not control the decisions that most significantly impact the economic performance of the entity as we cannot prevent the variable interest entity from selling the property at a higher price. Accordingly, we have not consolidated the VIE. We expect to acquire the property over time and as of September 30, 2024, we expect to make remaining payments for the property as follows: $82 million in 2025 and $41 million in 2026. As of September 30, 2024, our Balance Sheet reflected $1 million in Accounts and contracts receivable, net, including a note receivable of less than $1 million, $10 million in Property and equipment, net, and $1 million in the Other line within liabilities on our Balance Sheets. We believe that our maximum exposure to loss as a result of our involvement with this VIE is approximately $14 million as of September 30, 2024. Refer to Footnote 3 “ Acquisitions” for information about purchases pursuant to this commitment that occurred during the first three quarters of 2024.
Deferred Compensation Plan
We consolidate the liabilities of the Deferred Compensation Plan and the related assets, which consist of the COLI policies held in a rabbi trust. The rabbi trust is considered a VIE. We are the primary beneficiary of the rabbi trust because we direct the activities of the trust and are the beneficiary of the trust. At September 30, 2024 and December 31, 2023, the value of the assets held in the rabbi trust was $128 million and $99 million, respectively, and was included in the Other line within assets on our Balance Sheets.
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16. BUSINESS SEGMENTS
We define our reportable segments based on the way in which the chief operating decision maker (“CODM”), currently our chief executive officer, manages the operations of the Company for purposes of allocating resources and assessing performance. We operate in two operating and reportable business segments: Vacation Ownership and Exchange & Third-Party Management.
Vacation Ownership includes a diverse portfolio of resorts that includes some of the world’s most iconic brands licensed under exclusive, long-term relationships. We are the exclusive worldwide developer, marketer, seller and manager of vacation ownership and related products under the Marriott Vacation Club, Grand Residences by Marriott, Sheraton Vacation Club, Westin Vacation Club, and Hyatt Vacation Club brands. We are also the exclusive worldwide developer, marketer and seller of vacation ownership and related products under The Ritz-Carlton Club brand, and we have the non-exclusive right to develop, market and sell whole ownership residential products under The Ritz-Carlton Residences brand. We also have a license to use the St. Regis brand for specified fractional ownership products.
Our Vacation Ownership segment generates most of its revenues from four primary sources: selling vacation ownership products; managing vacation ownership resorts, clubs, and owners’ associations; financing consumer purchases of vacation ownership products; and renting vacation ownership inventory.
Exchange & Third-Party Management includes an exchange network and membership programs, as well as provision of management services to other resorts and lodging properties. We provide these services through our Interval International and Aqua-Aston businesses. Exchange & Third-Party Management revenue generally is fee-based and derived from membership, exchange, and rental transactions, property and owners’ association management, and other related products and services.
Our CODM evaluates the performance of our segments based primarily on the results of the segment without allocating corporate expenses or income taxes. We do not allocate corporate interest expense or indirect general and administrative expenses to our segments. We include interest income specific to segment activities within the appropriate segment. We allocate depreciation and amortization, other gains and losses, equity in earnings or losses from our joint ventures, and noncontrolling interest to each of our segments as appropriate. Corporate and other represents that portion of our results that are not allocable to our segments, including those relating to consolidated owners’ associations, as our CODM does not use this information to make operating segment resource allocations.
Our CODM uses Adjusted Earnings before Interest Expense, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) to evaluate the profitability of our operating segments, and the components of net income attributable to common stockholders excluded from Adjusted EBITDA are not separately evaluated. Adjusted EBITDA is defined as net income attributable to common stockholders, before interest expense (excluding consumer financing interest expense associated with term securitization transactions), income taxes, depreciation and amortization, excluding share-based compensation expense and adjusted for certain items that affect the comparability of our operating performance. Our reconciliation of the aggregate amount of Adjusted EBITDA for our reportable segments to consolidated net income attributable to common stockholders is presented below.
Revenues
Three Months EndedNine Months Ended
($ in millions)September 30, 2024September 30, 2023September 30, 2024September 30, 2023
Vacation Ownership$1,250 $1,126 $3,458 $3,335 
Exchange & Third-Party Management56 64 179 200 
Total segment revenues1,306 1,190 3,637 3,535 
Consolidated Property Owners’ Associations
(1)(4)3 (2)
$1,305 $1,186 $3,640 $3,533 
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Adjusted EBITDA and Reconciliation to Net Income Attributable to Common Stockholders
Three Months EndedNine Months Ended
($ in millions)September 30, 2024September 30, 2023September 30, 2024September 30, 2023
Adjusted EBITDA Vacation Ownership$231 $173 $624 $647 
Adjusted EBITDA Exchange & Third-Party Management23 30 80 99 
Reconciling items:
Corporate and other(56)(53)(162)(171)
Interest expense, net(40)(36)(123)(106)
Tax provision(34)(24)(79)(115)
Depreciation and amortization(36)(33)(109)(99)
Share-based compensation expense(8)(6)(24)(25)
Certain items4 (9)(39)(11)
Net income attributable to common stockholders
$84 $42 $168 $219 
Assets
($ in millions)At September 30, 2024At December 31, 2023
Vacation Ownership$8,261 $8,167 
Exchange & Third-Party Management771 813 
Total segment assets9,032 8,980 
Corporate and other708 700 
$9,740 $9,680 
Revenues Excluding Cost Reimbursements
Three Months EndedNine Months Ended
($ in millions)September 30, 2024September 30, 2023September 30, 2024September 30, 2023
United States$704 $622 $2,046 $2,038 
All other countries128 121 352 332 
$832 $743 $2,398 $2,370 
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Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
We make forward-looking statements throughout this Management’s Discussion and Analysis of Financial Condition and Results of Operations, and elsewhere in this Quarterly Report on Form 10-Q (this “Quarterly Report”), based on our management’s beliefs and assumptions and on information currently available to our management. Forward-looking statements include, among other things, the information concerning: timing of payments related to purchase commitments; our possible or assumed future results of operations, financial condition, leverage, liquidity, returns on investments, margins including financing profit and development profit margins; dividend payments; business strategies; financing plans; our competitive position; our plans to pursue growth opportunities; potential operating performance, including our expectations regarding full year contract sales, including contract sales from our Maui sales centers; VPG and tour growth; our expectation that consumer financing interest expense will remain higher than our average outstanding interest rates on existing securitization transactions and the resulting impact on our profit margin; our expectation that inventory spending will exceed cost of sales for the remainder of 2024 and the quantity and impact of inventory repurchases on the future cost of our vacation ownership products; indemnification; capital requirements; taxes, including the impact of Pillar 2; our ability to securitize consumer loans and our assumptions regarding related delinquency and default rates and reserve requirements; the pace of originations of vacation ownership notes receivable compared to payoffs of existing notes receivable; and the rate of maintenance fee increases. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words “believe,” “expect,” “plan,” “intend,” “anticipate,” “estimate,” “predict,” “potential,” “continue,” “may,” “might,” “should,” “could” or the negative of these terms or similar expressions.
Forward-looking statements involve risks, uncertainties and assumptions. Actual results may differ materially from those expressed in these forward-looking statements. We caution you that these statements are not guarantees of future performance and are subject to numerous and evolving risks and uncertainties that we may not be able to predict or assess, such as: a future health crisis and responses to such a health crisis, including possible quarantines or other government imposed travel or health-related restrictions and the effects of a health crisis, including the short and longer-term impact on consumer confidence and demand for travel and the pace of recovery following a health crisis; variations in demand for vacation ownership and exchange products and services; worker absenteeism; price inflation; difficulties associated with implementing new or maintaining existing technology; changes in privacy laws; the impact of a future banking crisis; impacts from natural or man-made disasters and wildfires, including the Maui wildfires; delinquency and default rates; global supply chain disruptions; volatility in the international and national economy and credit markets, including as a result of the ongoing conflicts between Russia and Ukraine, Israel and Gaza and elsewhere in the world and related sanctions and other measures; our ability to attract and retain our global workforce; competitive conditions; the availability of capital to finance growth; the impact of changes in interest rates; the effects of steps we have taken and may continue to take to reduce operating costs and accelerate growth and profitability; political or social strife; and other matters referred to under the heading “Risk Factors” contained herein and also in our 2023 Annual Report, and which may be updated in our future periodic filings with the U.S. Securities and Exchange Commission (the “SEC”).
All forward-looking statements in this Quarterly Report apply only as of the date of this Quarterly Report or as of the date they were made or as otherwise specified herein. We do not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise. You should not put undue reliance on any forward-looking statements in this Quarterly Report. We do not have any intention or obligation to update forward-looking statements after the date of this Quarterly Report, except as required by law.
The risk factors discussed in “Risk Factors” in our 2023 Annual Report could cause actual results to differ materially from those expressed or implied in forward-looking statements in this Quarterly Report. There may be other risks and uncertainties that we cannot predict at this time or that we currently do not expect will have a material adverse effect on our financial position, results of operations or cash flows. Any such risks could cause our results to differ materially from those we express in forward-looking statements.
Our Financial Statements (as defined below), which we discuss below, reflect our historical financial condition, results of operations and cash flows. However, the financial information discussed below and included in this Quarterly Report may not necessarily reflect what our financial condition, results of operations or cash flows may be in the future.
In order to make this report easier to read, we refer to (i) our Interim Consolidated Financial Statements as our “Financial Statements,” (ii) our Interim Consolidated Statements of Income as our “Income Statements,” (iii) our Interim Consolidated Balance Sheets as our “Balance Sheets” and (iv) our Interim Consolidated Statements of Cash Flows as our “Cash Flows.” In addition, references throughout to numbered “Footnotes” refer to the numbered Notes in the Interim Condensed Notes to Consolidated Financial Statements that we include in the Financial Statements of this Quarterly Report.
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Business Overview
We are a leading global vacation company that offers vacation ownership, exchange, rental and resort and property management, along with related businesses, products and services. Our business operates in two reportable segments: Vacation Ownership and Exchange & Third-Party Management.
Our Vacation Ownership segment includes a diverse portfolio of resorts that includes some of the world’s most iconic brands licensed under exclusive long-term relationships. We are the exclusive worldwide developer, marketer, seller and manager of vacation ownership and related products under the Marriott Vacation Club, Grand Residences by Marriott, Sheraton Vacation Club, Westin Vacation Club, and Hyatt Vacation Club brands. We are also the exclusive worldwide developer, marketer and seller of vacation ownership and related products under The Ritz-Carlton Club brand, and we have the non-exclusive right to develop, market and sell whole ownership residential products under The Ritz-Carlton Residences brand. We also have a license to use the St. Regis brand for specified fractional ownership products.
Our Vacation Ownership segment generates most of its revenues from four primary sources: selling vacation ownership products; managing vacation ownership resorts, clubs and owners’ associations; financing consumer purchases of vacation ownership products; and renting vacation ownership inventory.
Our Exchange & Third-Party Management segment includes an exchange network and membership programs, as well as the provision of management services to other resorts and lodging properties. Exchange & Third-Party Management revenue generally is fee-based and derived from membership, exchange and rental transactions, property and owners’ association management, and other related products and services. We provide these services through our Interval International and Aqua-Aston businesses.
Corporate and other represents that portion of our results that are not allocable to our segments, including those relating to consolidated property owners’ associations (“Consolidated Property Owners’ Associations”).
We recently launched a strategic business operations function to lead modernization, process improvement and long-term value generating initiatives across our business. We believe we can drive $50 million to $100 million of annual efficiencies over the next two years and plan to reinvest some of these savings to accelerate revenue growth and enhance our customer platforms, products, and services.
We routinely post important information, including news releases, announcements and other statements about our business and results of operations, that may be deemed material to investors on the Investor Relations section of our website, www.marriottvacationsworldwide.com. We use our website as a means of disclosing material, nonpublic information and for complying with our disclosure obligations under Regulation FD. Investors should monitor the Investor Relations section of our website in addition to following our press releases, filings with the SEC, public conference calls and webcasts. The information on our website is not part of, and is not incorporated by reference into this Quarterly Report.
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Performance Measures
We measure operating performance using the key metrics described below:
•Contract sales from the sale of vacation ownership products, which consists of the total amount of vacation ownership product sales under contracts signed during the period where we have generally received a down payment of at least ten percent of the contract price, reduced by actual rescissions during the period, inclusive of contracts associated with sales of vacation ownership products on behalf of third parties, which we refer to as “resales.” In circumstances where customers apply any or all of their existing ownership interests as part of the purchase price for additional interests, we include only the incremental value purchased as contract sales. Contract sales differ from revenues from the sale of vacation ownership products that we report on our income statements due to the requirements for revenue recognition, the reserve for vacation ownership notes receivable and adjustments for sales incentives that will not be recognized as Sale of vacation ownership products revenue and other adjustments to Sale of vacation ownership products revenue. We consider contract sales to be an important operating measure because it reflects the pace of sales in our business.
•Total contract sales include contract sales from the sale of vacation ownership products including non-consolidated joint ventures.
•Consolidated contract sales exclude contract sales from the sale of vacation ownership products for non-consolidated joint ventures.
•Volume per guest (“VPG”) is calculated by dividing consolidated vacation ownership contract sales, excluding fractional sales, telesales, resales, and other sales that are not attributed to a sales tour (referred to as Tours), by the number of tours in a given period. Tours refers to the number of sales tours performed during the applicable period, and generally include virtual and offsite sales tours, and exclude telesales. We believe that VPG is valuable in evaluating the effectiveness of the sales process as it combines the impact of average contract price with the number of touring guests who make a purchase. We believe that tours is a valuable metric because it represents the volume of touring guests.
•Development profit margin is calculated by dividing Development profit by revenues from the sale of vacation ownership products. We refer to revenues from the sale of vacation ownership products less the cost of vacation ownership products and marketing and sales costs as Development profit. We believe that Development profit margin is an important measure of the profitability of our development and subsequent marketing and sales of VOIs.
•Total active members is the number of Interval Network active members at the end of the applicable period. We consider active members to be an important metric because it represents the population of owners eligible to book transactions using the Interval Network.
•Average revenue per member is calculated by dividing membership fee revenue, transaction revenue, rental revenue, and other member revenue for the Interval Network by the monthly weighted average number of Interval Network active members during the applicable period. We believe this metric is valuable in measuring the overall engagement of our Interval Network active members.
•Segment financial results attributable to common stockholders represents revenues less expenses directly attributable to each applicable reportable business segment (Vacation Ownership and Exchange & Third-Party Management). We consider this measure to be important in evaluating the performance of our reportable business segments. See Footnote 16 “Business Segments” to our Financial Statements for further information about our reportable business segments.
•Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by total revenues less cost reimbursement revenues.
•Segment Adjusted EBITDA margin is calculated by dividing Segment Adjusted EBITDA by the applicable segment’s total revenues less cost reimbursement revenues.
NM = Not meaningful.
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Consolidated Results
Three Months EndedNine Months Ended
($ in millions)September 30, 2024September 30, 2023September 30, 2024September 30, 2023
REVENUES
Sale of vacation ownership products$387 $319 $1,048 $1,085 
Management and exchange207 205 633 611 
Rental151 138 462 435 
Financing87 81 255 239 
Cost reimbursements473 443 1,242 1,163 
TOTAL REVENUES1,305 1,186 3,640 3,533 
EXPENSES
Cost of vacation ownership products54 50 145 174 
Marketing and sales228 202 677 618 
Management and exchange123 115 358 332 
Rental113 119 331 344 
Financing37 30 106 81 
General and administrative62 57 179 189 
Depreciation and amortization36 33 109 99 
Litigation charges2 2 15 7 
Restructuring1 — 4 — 
Royalty fee28 30 85 88 
Impairment— — 2 4 
Cost reimbursements473 443 1,242 1,163 
TOTAL EXPENSES1,157 1,081 3,253 3,099 
Gains and other income, net9 3 2 34 
Interest expense, net(40)(36)(123)(106)
Transaction and integration costs— (5)(18)(28)
Other1 (1)(1)— 
INCOME BEFORE INCOME TAXES AND NONCONTROLLING INTERESTS118 66 247 334 
Provision for income taxes(34)(24)(79)(115)
NET INCOME84 42 168 219 
Net income attributable to noncontrolling interests— — — — 
NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS$84 $42 $168 $219 
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Operating Statistics
Three Months EndedNine Months Ended
(Contract sales $ in millions)September 30, 2024September 30, 2023
Change
2024 vs. 2023
September 30, 2024September 30, 2023Change
2024 vs. 2023
Vacation Ownership
Total contract sales$463 $443 $20 4%$1,348 $1,349 $(1)—%
Consolidated contract sales$459 $438 $21 5%$1,336 $1,325 $11 1%
Joint venture contract sales$4 $5 $(1)(22%)$12 $24 $(12)(50%)
VPG$3,888 $4,055 $(167)(4%)$3,910 $4,118 $(208)(5%)
Tours
110,557 100,609 9,948 10%318,888 300,245 18,643 6%
Exchange & Third-Party Management
Total active members at end of period (000's)1,545 1,571 (26)(2%)1,545 1,571 (26)(2%)
Average revenue per member$38.93 $39.15 $(0.22)(1%)$118.98 $120.48 $(1.50)(1%)
Revenues
Three Months EndedNine Months Ended
($ in millions)September 30, 2024September 30, 2023Change
2024 vs. 2023		September 30, 2024September 30, 2023Change
2024 vs. 2023
Vacation Ownership$1,250 $1,126 $124 11%$3,458 3,335 $123 4%
Exchange & Third-Party Management56 64 (8)(12%)179 200 (21)(10%)
Total Segment Revenues1,306 1,190 116 10%3,637 3,535 102 3%
Consolidated Property Owners’ Associations(1)(4)3 NM3 (2)5 NM
Total Revenues$1,305 $1,186 $119 10%3,640 3,533 $107 3%
Earnings Before Interest Expense, Taxes, Depreciation and Amortization (“EBITDA”) and Adjusted EBITDA
EBITDA, a financial measure that is not prescribed by GAAP, is defined as earnings, or net income attributable to common stockholders, before interest expense, net (excluding consumer financing interest expense associated with term securitization transactions), income taxes, depreciation and amortization. Adjusted EBITDA reflects additional adjustments for certain items, and excludes share-based compensation expense to address considerable variability among companies in recording compensation expense because companies use share-based payment awards differently, both in the type and quantity of awards granted. For purposes of our EBITDA, Adjusted EBITDA, and Adjusted EBITDA margin calculations, we do not adjust for consumer financing interest expense associated with term securitization transactions because we consider it to be an operating expense of our business. We consider Adjusted EBITDA to be an indicator of operating performance, which we use to measure our ability to service debt, fund capital expenditures, expand our business, and return cash to stockholders. We consider Adjusted EBITDA margin to be an indicator of our operating performance. We also use Adjusted EBITDA and Adjusted EBITDA margin, as do analysts, lenders, investors, and others, because these measures exclude certain items that can vary widely across different industries or among companies within the same industry. For example, interest expense can be dependent on a company’s capital structure, debt levels and credit ratings. Accordingly, the impact of interest expense on earnings can vary significantly among companies. The tax positions of companies can also vary because of their differing abilities to take advantage of tax benefits and because of the tax policies of the jurisdictions in which they operate. As a result, effective tax rates and provisions for income taxes can vary considerably among companies. EBITDA, Adjusted EBITDA, and Adjusted EBITDA margin also exclude depreciation and amortization because companies utilize productive assets of different ages and use different methods of both acquiring and depreciating productive assets. These differences can result in considerable variability in the relative costs of productive assets and the depreciation and amortization expense among companies. We believe Adjusted EBITDA is useful as an indicator of operating performance because it allows for period-over-period comparisons of our ongoing core operations before the impact of the excluded items. We believe Adjusted EBITDA margin is useful as an indicator of operating profitability because it allows for period-over-period
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comparisons of the profitability of our ongoing core operations before the impact of the excluded items. Adjusted EBITDA and Adjusted EBITDA margin also facilitate comparisons by us, analysts, investors, and others of results from our ongoing core operations before the impact of these items with results from other companies.
EBITDA, Adjusted EBITDA, and Adjusted EBITDA margin have limitations and should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP. In addition, other companies in our industry may calculate EBITDA, Adjusted EBITDA, and Adjusted EBITDA margin differently than we do or may not calculate them at all, limiting their usefulness as comparative measures. The table below shows our EBITDA and Adjusted EBITDA calculation and reconciles these measures with Net income attributable to common stockholders, which is the most directly comparable GAAP financial measure.
Three Months EndedNine Months Ended
($ in millions)September 30, 2024September 30, 2023Change
2024 vs. 2023		September 30, 2024September 30, 2023Change
2024 vs. 2023
Net income attributable to common stockholders
$84 $42 $42 99%$168 $219 $(51)(24%)
Interest expense, net40 36 4 13%123 106 17 17%
Provision for income taxes34 24 10 43%79 115 (36)(31%)
Depreciation and amortization36 33 3 6%109 99 10 10%
EBITDA194 135 59 43%479 539 (60)(11%)
Share-based compensation expense8 6 2 26%24 25 (1)(6%)
Certain items(4)9 (13)NM39 11 28 NM
Adjusted EBITDA$198 $150 $48 32%$542 $575 $(33)(6%)
Adjusted EBITDA Margin23.8%20.3%3.5 pts22.6%24.3%(1.7 pts)
The table below details the components of Certain items for the periods presented.
Three Months EndedNine Months Ended
($ in millions)September 30, 2024September 30, 2023September 30, 2024September 30, 2023
ILG integration$— $— $— $15 
Welk acquisition and integration— 5 18 13 
Transaction and integration costs— 5 18 28 
Purchase accounting adjustments— 3 1 6 
Litigation charges2 2 15 7 
Restructuring charges1 — 4 — 
Impairment charges— — 2 4 
Early redemption of senior secured notes— — — 10 
Gain on disposition of hotel, land and other(1)(1)(2)(8)
Foreign currency translation(6)5 — 1 
Insurance proceeds— (1)— (3)
Change in indemnification asset2 (6)4 (30)
Change in estimates relating to pre-acquisition contingencies(4)— (4)— 
Other— — — (4)
Gains and other income, net(9)(3)(2)(34)
Other2 2 1 — 
Total Certain items$(4)$9 $39 $11 
During the second quarter of 2024, we discontinued classifying adjustments related to Welk purchase accounting as Purchase accounting adjustments. Commencing in the third quarter of 2024, ongoing costs associated with the continued integration of Welk are reflected in our operating results.
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Segment Adjusted EBITDA
Three Months EndedNine Months Ended
($ in millions)September 30, 2024September 30, 2023Change
2024 vs. 2023		September 30, 2024September 30, 2023Change
2024 vs. 2023
Vacation Ownership$231 $173 $58 33%$624 $647 $(23)(4%)
Exchange & Third-Party Management23 30 (7)(22%)80 99 (19)(19%)
Segment adjusted EBITDA254 203 51 25%704 746 (42)(6%)
General and administrative(62)(57)(5)(8%)(179)(189)10 6%
Other
6 4 2 40%$17 $18 $(1)(8%)
Adjusted EBITDA$198 $150 $48 32%$542 $575 $(33)(6%)
The following tables present segment financial results attributable to common stockholders reconciled to segment Adjusted EBITDA.
Vacation Ownership
Three Months EndedNine Months Ended
($ in millions)September 30, 2024September 30, 2023Change
2024 vs. 2023		September 30, 2024September 30, 2023Change
2024 vs. 2023
Segment financial results$205 $149 $56 37%$531 $578 $(47)(8%)
Depreciation and amortization25 23 2 7%75 69 6 8%
Share-based compensation expense2 2 — 5%6 6 — (2%)
Certain items(1)(1)— NM12 (6)18 NM
Segment adjusted EBITDA$231 $173 $58 33%$624 $647 $(23)(4%)
Segment Adjusted EBITDA Margin
30.1%25.8%4.3 pts28.5%30.1%(1.6 pts)
The table below details the components of Certain items for Vacation Ownership segment financial results.
Three Months EndedNine Months Ended
($ in millions)September 30, 2024September 30, 2023September 30, 2024September 30, 2023
Purchase accounting adjustments$— $3 1 6 
Litigation charges2 2 15 8 
Restructuring charges1 — 1 — 
Impairment charges— — — 4 
Gain on disposition of hotel, land and other— — (1)(7)
Insurance proceeds— (1)— (3)
Change in indemnification asset— (6)— (9)
Change in estimates relating to pre-acquisition contingencies(4)— (4)— 
Other— — — (4)
Gains and other income, net(4)(7)(5)(23)
Other— 1 — (1)
Total Certain items$(1)$(1)$12 $(6)
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Exchange & Third-Party Management
Three Months EndedNine Months Ended
($ in millions)September 30, 2024September 30, 2023Change
2024 vs. 2023		September 30, 2024September 30, 2023Change
2024 vs. 2023
Segment financial results$15 $23 $(8)(33%)$55 $75 $(20)(26%)
Depreciation and amortization7 7 — (8%)21 23 (2)(9%)
Share-based compensation expense1 — 1 6%2 1 1 (7%)
Certain items— — — NM2 — 2 NM
Segment adjusted EBITDA$23 $30 $(7)(22%)$80 $99 $(19)(19%)
Segment Adjusted EBITDA Margin
43.1%49.8%(6.7 pts)46.5%52.5%(6.0 pts)
The table below details the components of Certain items for Exchange and Third-Party Management segment financial results.
Three Months EndedNine Months Ended
($ in millions)September 30, 2024September 30, 2023September 30, 2024September 30, 2023
Restructuring charges$1 $— $1 $— 
Impairment charges— — 2 — 
Gain on disposition of hotel, land and other(1)(1)(1)(1)
Other— 1 — 1 
Total Certain items$— $— $2 $— 
Business Segments
Our business is grouped into two reportable business segments: Vacation Ownership and Exchange & Third-Party Management. See Footnote 16 “Business Segments” to our Financial Statements for further information about our segments.
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Vacation Ownership
Three Months EndedNine Months Ended
($ in millions)September 30, 2024September 30, 2023September 30, 2024September 30, 2023
REVENUES
Sale of vacation ownership products$387 $319 $1,048 $1,085 
Resort management and other services152 143 457 425 
Rental140 128 430 404 
Financing87 81 255 239 
Cost reimbursements484 455 1,268 1,182 
TOTAL REVENUES1,250 1,126 3,458 3,335 
EXPENSES
Cost of vacation ownership products54 50 145 174 
Marketing and sales228 202 677 618 
Resort management and other services72 69 216 202 
Rental120 122 343 354 
Financing37 30 106 81 
Depreciation and amortization25 23 75 69 
Litigation charges2 2 15 8 
Restructuring1 — 1 — 
Royalty fee28 30 85 88 
Impairment— — — 4 
Cost reimbursements484 455 1,268 1,182 
TOTAL EXPENSES1,051 983 2,931 2,780 
Gains and other income, net4 7 5 23 
Other2 (1)(1)— 
SEGMENT FINANCIAL RESULTS ATTRIBUTABLE TO COMMON STOCKHOLDERS$205 $149 $531 $578 
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Sale of Vacation Ownership Products
Third Quarter and First Three Quarters
Three Months EndedNine Months Ended
($ in millions)September 30, 2024% of Consolidated Contract Sales, Net of ResalesSeptember 30, 2023% of Consolidated Contract Sales, Net of Resales
Change
2024 vs. 2023
September 30, 2024% of Consolidated Contract Sales, Net of ResalesSeptember 30, 2023% of Consolidated Contract Sales, Net of Resales
Change
2024 vs. 2023
Consolidated contract sales
$459 $438 $21 5%$1,336 $1,325 $11 1%
Joint venture contract sales4 5 (1)(22%)12 24 (12)(50%)
Total contract sales463 443 20 4%1,348 1,349 (1)—%
Less: Resales contract sales
(8)(11)3 (29)(32)3 
Less: Joint venture contract sales
(4)(5)1 (12)(24)12 
Consolidated contract sales, net of resales451 427 24 5%1,307 1,293 14 1%
Plus:
Settlement revenue9 2%12 3%(3)27 2%29 2%(2)
Resales revenue5 1%6 1%(1)16 1%18 1%(2)
Revenue recognition adjustments:
Reportability4 1%— —%4 (4)—%5 —%(9)
Sales reserve(54)(12%)(102)(24%)48 (222)(17%)(185)(14%)(37)
Other(1)
(28)(6%)(24)(6%)(4)(76)(6%)(75)(6%)(1)
Sale of vacation ownership products$387 86%$319 74%$68 22%$1,048 80%$1,085 84%$(37)(3%)
VPG
$3,888 $4,055 $(167)(4%)$3,910 $4,118 $(208)(5%)
Tours
110,557 100,609 9,94810%318,888 300,245 18,6436%
Financing propensity
59.5%64.0%(4.5 pts)56.0%58.2%(2.2 pts)
Average FICO Score (2)
733 729 736 734 
(1)Adjustment for sales incentives that will not be recognized as Sale of vacation ownership products revenue and other adjustments to Sale of vacation ownership products revenue.
(2)For customers who financed a vacation ownership purchase and for whom a credit score was available, generally U.S. and Canadian residents.
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Third Quarter and First Three Quarters
Contract sales increased during the third quarter and first three quarters of 2024 due to higher tours in each period compared to prior year periods of 10% and 6%, respectively, partially offset by lower VPGs of 4% and 5%, respectively. The decrease in VPG in both periods was due to a decline in first time buyer VPG and a larger percentage mix of international tours, which carry a lower VPG than domestic tours, partially offset by a slight increase in VPG from existing owners, and the ongoing impact from the lack of comparability of activity at our Maui sales centers given the wildfires. Excluding the $15 million increase at our Maui sales centers in the third quarter of 2024, contract sales and tours increased 2% and 6%, respectively. Excluding the $17 million decline at our Maui sales centers in the first three quarters of 2024, contract sales and tours increased 2% and 7%, respectively. We expect our full year 2024 contract sales will reflect lower VPG for the last quarter of 2024, partially offset by growth in first time buyer tours, which carry a lower VPG.
In the third quarter of 2023, we increased our vacation ownership notes receivable reserve to reflect then-current trends in delinquencies and default rates. We estimated the amount of the increase in our sales reserve primarily using a historical period of increased defaults. The $59 million additional reserves recorded in 2023 adjusted our future default rate estimate to reflect then-current macroeconomic conditions, including inflation outpacing wage growth, continuing high interest rates, mixed economic indicators and increased global insecurity. Subsequent to the third quarter of 2023, we increased our sales reserve rate to provide for higher expected cumulative losses on new originations.
We believe the cumulative impact of inflation on consumers and the related impact of higher than historical year-over-year increases in maintenance fees for 2023 and 2024 have continued to drive elevated delinquencies and defaults. As a result of the elevated delinquencies and defaults, during the second quarter of 2024, we increased our sales reserve by $70 million to reflect increases in expected cumulative loss rates for our vacation ownership notes receivable originated during 2021-2024. In estimating the increase in the sales reserve, we considered then-current macroeconomic conditions, including higher consumer debt levels, moderating inflation, continued high interest rates, uncertainty around timing and frequency of interest rate adjustments and continued mixed economic indicators. As expected, maintenance fee increases for our points based products for 2025, which were approved by the relevant property owners’ association, returned to normal, however, consistent with the 2024 third quarter, we plan to continue to assume an increased sales reserve for new originations until we have sufficient evidence of improvement in delinquency and default rates.
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Development Profit
Third Quarter
Three Months Ended
($ in millions)September 30, 2024% of RevenueSeptember 30, 2023% of Revenue
Change
2024 vs. 2023
Sale of vacation ownership products$387 $319 $68 22%
Cost of vacation ownership products(54)(14%)(50)(16%)(4)(8%)
Marketing and sales(228)(59%)(202)(64%)(26)(13%)
Development profit$105 $67 $38 60%
Development profit margin27.2%20.7%6.5 pts
The increase in Development profit reflects higher sales of vacation ownership products ($59 million from the higher sales reserve recorded in the prior year), partially offset by higher marketing and sales costs, including $8 million of higher preview costs associated with higher tour volumes and higher cost of vacation ownership products ($10 million associated with the prior year sales reserve).
We expect our full year 2024 Development profit margin to decline due to increased marketing and sales expense, the $57 million net impact of the additional sales reserve recorded in the second quarter, and our higher sales reserve rate applied to new originations as discussed above.
First Three Quarters
Nine Months Ended
($ in millions)September 30, 2024% of RevenueSeptember 30, 2023% of Revenue
Change
2024 vs. 2023
Sale of vacation ownership products$1,048 $1,085 $(37)(3%)
Cost of vacation ownership products(145)(14%)(174)(16%)29 17%
Marketing and sales(677)(65%)(618)(57%)(59)(10%)
Development profit$226 $293 $(67)(23%)
Development profit margin21.6%27.0%(5.4 pts)
The decrease in Development profit reflects lower sales of vacation ownership products and higher marketing and sales costs, including $22 million of higher preview costs associated with higher tour volumes, partially offset by $24 million from the sale of lower average cost inventory and $7 million of more favorable product cost true-up activity.
Resort Management and Other Services Revenues, Expenses and Profit
Three Months EndedNine Months Ended
($ in millions)September 30, 2024September 30, 2023Change
2024 vs. 2023		September 30, 2024September 30, 2023Change
2024 vs. 2023
Management fee revenues$52 $44 $8 15%$155 $134 $21 15%
Ancillary revenues66 62 4 6%203 193 10 5%
Other management and exchange revenues34 37 (3)(4%)99 98 1 2%
Resort management and other services revenues152 143 9 6%457 425 32 7%
Resort management and other services expenses(72)(69)(3)(6%)(216)(202)(14)(7%)
Resort management and other services profit$80 $74 $6 7%$241 $223 $18 8%
Resort management and other services profit margin52.1%52.0%0.1 pts52.6%52.5%0.1 pts
Resort occupancy (1)
89.1%86.1%3.0 pts89.8%87.9%1.9 pts
(1)Resort occupancy represents all transient, preview, and owner keys divided by total keys available, net of keys out of service.
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Rental Revenues, Expenses and Profit
Three Months EndedNine Months Ended
($ in millions)September 30, 2024September 30, 2023Change
2024 vs. 2023		September 30, 2024September 30, 2023Change
2024 vs. 2023
Rental revenues$140 $128 $12 9%$430 $404 $26 6%
Rental expenses(120)(122)2 2%(343)(354)11 3%
Rental profit$20 $6 $14 NM$87 $50 $37 NM
Rental profit margin14.7%5.1%9.6 pts20.3%12.3%8.0 pts
Transient keys rented(1)
554,201 509,057 45,144 9%1,672,875 1,605,926 66,949 4%
Average transient rate$239 $256 $(17)(7%)$256 $269 $(13)(5%)
Rental occupancy(2)
71.4%64.3%7.1 pts72.8%68.5%4.3 pts
(1)Transient keys rented exclude plus points and preview stays.
(2)Rental occupancy represents transient and preview keys divided by keys available to rent, which is total available keys excluding owner usage.
Third Quarter
Rental profit, excluding profit from owned hotels, increased due to:
•$8 million of higher plus points revenue; and
•an $8 million increase in costs allocated to marketing and sales expense for occupancy used for previews.
These changes were partially offset by:
•$3 million of increased costs associated with higher owner utilization of third-party vacation and other offerings; and
•$2 million of higher unsold maintenance fees associated with developer-owned inventory.
Rental profit for our owned hotels remained in-line with the third quarter of 2023.
First Three Quarters
Rental profit, excluding profit from owned hotels, increased due to:
•$31 million of higher plus points revenue; and
•a $22 million increase in costs allocated to marketing and sales expense for occupancy used for previews.
These changes were partially offset by:
•$9 million of increased costs associated with higher owner utilization of third-party vacation and other offerings; and
•$7 million of decreased profit due to a lower average transient rate on higher keys rented and higher tidy and variable costs.
Rental profit for our owned hotels remained in-line with the first three quarters of 2023.
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Financing Revenues, Expenses and Profit
Three Months EndedNine Months Ended
($ in millions)September 30, 2024September 30, 2023Change
2024 vs. 2023		September 30, 2024September 30, 2023Change
2024 vs. 2023
Financing revenues$87 $81 $6 6%255 239 16 7%
Financing expenses(12)(11)(1)(8%)(29)(26)(3)(13%)
Consumer financing interest expense(25)(19)(6)(32%)(77)(55)(22)(39%)
Financing profit$50 $51 $(1)(4%)$149 $158 $(9)(6%)
Financing profit margin57.9%63.7%(5.8 pts)58.4%66.2%(7.8 pts)
Financing propensity59.5%64.0%(4.5 pts)56.0%58.2%(2.2 pts)
Third Quarter and First Three Quarters
Financing revenues reflect higher interest income as a result of a higher average notes receivable balances and a slightly higher average interest rate for the three and nine months ended September 30, 2024. The higher average notes receivable balances resulted from new loan originations in excess of the repayment of existing vacation ownership notes receivable, which we expect to continue for the remainder of 2024.
The increase in consumer financing interest expense is attributable to the higher average securitized debt at a higher average interest rate for our more recent term securitization transactions.
We expect our average interest rate to continue to increase as the current interest rate environment for new securitization transactions is above the average interest rate on our existing securitized debt. We do not adjust interest rates on consumer financing offerings at the same pace as, or in lock-step with, broader market interest rates; as a result, we expect our financing profit margin to continue to decrease in 2024, as we repay existing securitization transactions with lower interest rates.
Litigation Charges
Three Months EndedNine Months Ended
($ in millions)September 30, 2024September 30, 2023Change
2024 vs. 2023		September 30, 2024September 30, 2023Change
2024 vs. 2023
Litigation charges$2 $2 $— NM$15 $8 $7 NM
Third Quarter and First Three Quarters
Litigation charges during the third quarter of 2024 and 2023, as well as the first three quarters of 2024 and 2023, relate primarily to a land disposition in the U.S. and certain resorts in Europe.
Gains and Other Income
Three Months EndedNine Months Ended
($ in millions)September 30, 2024September 30, 2023Change
2024 vs. 2023		September 30, 2024September 30, 2023Change
2024 vs. 2023
Gains and other income, net$4 $7 $(3)NM$5 $23 $(18)NM
Third Quarter
During the third quarter of 2024, we recorded a $4 million reduction in certain pre-acquisition contingencies associated with the ILG Acquisition.
During the third quarter of 2023, we recorded a $6 million reduction in certain pre-acquisition contingencies associated with the ILG Acquisition.
First Three Quarters
During the first three quarters of 2024, we recorded a $4 million reduction in certain pre-acquisition contingencies associated with the ILG Acquisition.
During the first three quarters of 2023, we recorded a $9 million reduction in certain pre-acquisition contingencies associated with the ILG Acquisition, $7 million of gains on the disposition of excess real estate, a $4 million gain associated with the earn out of additional proceeds from the 2019 disposition of a land parcel in Cancun, Mexico, and $3 million related to the receipt of insurance proceeds.
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Exchange & Third-Party Management
Three Months EndedNine Months Ended
($ in millions)September 30, 2024September 30, 2023September 30, 2024September 30, 2023
REVENUES
Management and exchange$44 $50 $141 $157 
Rental11 10 32 31 
Cost reimbursements1 4 6 12 
TOTAL REVENUES56 64 179 200 
EXPENSES
Management and exchange33 31 95 91 
Depreciation and amortization7 7 21 23 
Restructuring1 — 1 — 
Impairment— — 2 — 
Cost reimbursements1 4 6 12 
TOTAL EXPENSES42 42 125 126 
Gains and other income, net1 1 1 1 
SEGMENT FINANCIAL RESULTS ATTRIBUTABLE TO COMMON STOCKHOLDERS$15 $23 $55 $75 
Management and Exchange Profit
Three Months EndedNine Months Ended
($ in millions)September 30, 2024September 30, 2023Change
2024 vs. 2023		September 30, 2024September 30, 2023Change
2024 vs. 2023
Management and exchange revenue$44 $50 $(6)(14%)$141 $157 $(16)(10%)
Management and exchange expense(33)(31)(2)(2%)(95)(91)(4)(3%)
Management and exchange profit$11 $19 $(8)(38%)$46 $66 $(20)(29%)
Management and exchange profit margin28.0%38.9%(10.9 pts)33.4%42.3%(8.9 pts)
Third Quarter
Interval International management and exchange revenues declined $3 million or 8% primarily attributed to 7% lower exchange transaction volume, partially offset by a 4% increase in average exchange fees. The decrease in management and exchange revenue reflects a $3 million decline in Aqua-Aston management revenues resulting from fewer available nights for rent, lower occupancy, and a lower average daily rate in the Hawaii market due to changes in demand. The decrease in management and exchange profit was primarily attributed to lower revenues and higher information technology expenses.
First Three Quarters
Interval International management and exchange revenues declined $7 million or 6% primarily attributed to 7% lower exchange transaction volume, partially offset by a 4% increase in average exchange fees. The decrease in management and exchange revenue reflects a $9 million decline in Aqua-Aston management revenues resulting from fewer available nights for rent, lower occupancy, and a lower average daily rate in the Hawaii market due to changes in demand. The decrease in management and exchange profit was primarily attributed to lower revenues and higher information technology expenses.
Rental Revenues
Three Months EndedNine Months Ended
($ in millions)September 30, 2024September 30, 2023Change
2024 vs. 2023		September 30, 2024September 30, 2023Change
2024 vs. 2023
Rental revenues
$11 $10 $1 7%$32 $31 $1 3%
Third Quarter and First Three Quarters
Results reflect a 3% and 6% increase in average fees per transaction, partially offset by an 8% and 7% decrease in transaction volume, for the third quarter and first three quarters of 2024, respectively.
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Corporate and Other
Corporate and Other consists of results that are not allocable to our segments, including company-wide general and administrative costs, corporate interest expense, transaction and integration costs, and income taxes. In addition, Corporate and Other includes the revenues and expenses from Consolidated Property Owners’ Associations.
Three Months EndedNine Months Ended
($ in millions)September 30, 2024September 30, 2023September 30, 2024September 30, 2023
REVENUES
Resort management and other services$11 $12 $35 $29 
Cost reimbursements(12)(16)(32)(31)
TOTAL REVENUES(1)(4)3 (2)
EXPENSES
Resort management and other services18 15 47 39 
Rental(7)(3)(12)(10)
General and administrative62 57 179 189 
Depreciation and amortization4 3 13 7 
Litigation charges— — — (1)
Restructuring(1)— 2 — 
Cost reimbursements(12)(16)(32)(31)
TOTAL EXPENSES64 56 197 193 
Gains (losses) and other income (expense), net4 (5)(4)10 
Interest expense, net(40)(36)(123)(106)
Transaction and integration costs— (5)(18)(28)
Other(1)— — — 
FINANCIAL RESULTS BEFORE INCOME TAXES AND NONCONTROLLING INTERESTS(102)(106)(339)(319)
Provision for income taxes(34)(24)(79)(115)
FINANCIAL RESULTS ATTRIBUTABLE TO COMMON STOCKHOLDERS$(136)$(130)$(418)$(434)
Consolidated Property Owners’ Associations
The following table illustrates the impact of certain Consolidated Property Owners’ Associations under the relevant accounting guidance and the changes attributed to the deconsolidation of individual Consolidated Property Owners’ Associations.
Three Months EndedNine Months Ended
($ in millions)September 30, 2024September 30, 2023September 30, 2024September 30, 2023
REVENUES
Resort management and other services$11 $12 $35 $29 
Cost reimbursements(12)(16)(32)(31)
TOTAL REVENUES(1)(4)3 (2)
EXPENSES
Resort management and other services18 15 47 39 
Rental(7)(3)(12)(10)
Cost reimbursements(12)(16)(32)(31)
TOTAL EXPENSES(1)(4)3 (2)
Interest expense, net— — 1 1 
FINANCIAL RESULTS BEFORE INCOME TAXES AND NONCONTROLLING INTERESTS— — 1 1 
Provision for income taxes— (1)(1)(1)
FINANCIAL RESULTS ATTRIBUTABLE TO COMMON STOCKHOLDERS
$— $(1)$— $— 
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General and Administrative
Three Months EndedNine Months Ended
($ in millions)September 30, 2024September 30, 2023Change
2024 vs. 2023		September 30, 2024September 30, 2023Change
2024 vs. 2023
General and administrative$62 $57 $5 8%$179 $189 $(10)(6%)
Third Quarter
General and administrative expenses for the third quarter of 2024 increased primarily due to $14 million of higher variable compensation expense and $3 million of higher insurance, partially offset by $11 million of lower information technology costs.
First Three Quarters
The decrease in General and administrative expenses for the first three quarters of 2024 is primarily due to $18 million lower information technology costs and $5 million of lower consulting and compliance related expenses, partially offset by $15 million of higher variable compensation expense.
Gain (Losses) and Other Income (Expense)
Three Months EndedNine Months Ended
($ in millions)September 30, 2024September 30, 2023Change
2024 vs. 2023		September 30, 2024September 30, 2023Change
2024 vs. 2023
Gains (losses) and other income (expense), net$4 $(5)$9 NM$(4)$10 $(14)NM
Third Quarter
In the third quarter of 2024, we recorded $6 million of foreign currency translation gains.
In the third quarter of 2023, we recorded $5 million of foreign currency translation losses.
First Three Quarters
In the first three quarters of 2024, we recorded $4 million of tax related adjustments to the receivable from Marriott International for indemnified tax matters.
In the first three quarters of 2023, we recorded a $21 million increase in our receivable from Marriott International for indemnified income tax matters (the true-up to the offsetting accrual is included in the Provision for income taxes line), partially offset by $10 million attributed to the redemption premium and write-off of unamortized debt issuance costs resulting from the early redemption of our senior secured notes.
Interest Expense
Three Months EndedNine Months Ended
($ in millions)September 30, 2024September 30, 2023Change
2024 vs. 2023		September 30, 2024September 30, 2023Change
2024 vs. 2023
Interest expense, net$(40)$(36)$(4)(13%)$(123)$(106)$(17)(17%)
Third Quarter and First Three Quarters
The increase in Interest expense, net is attributed to higher variable interest expense and changes in outstanding borrowings during the comparative periods.
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Income Tax
2024 Third Quarter
Three Months EndedNine Months Ended
($ in millions)September 30, 2024September 30, 2023Change
2024 vs. 2023		September 30, 2024September 30, 2023Change
2024 vs. 2023
Provision for income taxes$(34)$(24)$(10)(43%)$(79)$(115)$36 31%
Third Quarter
Our effective tax rate was 28.7% and 36.1% for the three months ended September 30, 2024 and September 30, 2023, respectively.
The effective tax rate for the three months ended September 30, 2024 differed from the blended statutory tax rate for the same period due to income tax adjustments for discrete items, including an $11 million decrease related to changes in valuation allowances on certain deferred tax assets in non-U.S. jurisdictions and a $6 million decrease primarily attributable to the expiration of statutes of limitation on certain unrecognized tax benefits, partially offset by an $8 million increase to remove the permanent reinvestment assertion for our earnings in certain non-U.S. entities and an increase of $3 million for deferred non-U.S. withholding taxes.
The effective tax rate for the three months ended September 30, 2023 differed from the blended statutory tax rate for the same period due to losses in non-U.S. jurisdictions for which we do not realize tax benefits.
First Three Quarters
Our effective tax rate was 32.1% and 34.3% for the nine months ended September 30, 2024 and September 30, 2023, respectively.
The effective tax rate for the nine months ended September 30, 2024 differed from the blended statutory tax rate for the same period due to income tax adjustments for discrete items, including a $27 million decrease attributable to the expiration of statutes of limitation on certain unrecognized tax benefits (inclusive of interest and penalties) and an $8 million net decrease related to changes in valuation allowances in non-U.S. jurisdictions, partially offset by a $28 million increase to remove the permanent reinvestment assertion for our earnings in certain non-U.S. entities and a $3 million increase for deferred non-U.S. withholding taxes.
The effective tax rate for the nine months ended September 30, 2023 differed from the blended statutory tax rate for the same period due to income tax adjustments for discrete items, including an $18 million increase to pre-acquisition reserves for unrecognized tax benefits.
The Organization for Economic Co-operation and Development has proposed a global minimum tax of 15% of reported profits (“Pillar 2”) that has been agreed upon in principle by over 140 non-U.S. countries. Although the model rules provide a framework for applying the minimum tax, countries may enact Pillar 2 differently than the model rules and/or on different timelines. While we continue to monitor legislative developments, we do not anticipate Pillar 2 will have a material impact on our 2024 or long-term financial results.
Liquidity and Capital Resources
Typically, our capital needs are supported by cash on hand, cash generated from operations, our ability to access funds under the Warehouse Credit Facility and the Revolving Corporate Credit Facility, our ability to raise capital through securitizations in the ABS market, and, to the extent necessary, our ability to issue new debt and refinance existing debt. We believe these sources of capital will be adequate to meet our short-term and long-term liquidity requirements, finance our long-term growth plans, satisfy debt service requirements, fulfill other cash requirements, and return capital to stockholders. We continuously monitor the capital markets to evaluate the effect that changes in market conditions may have on our ability to fund our liquidity needs.
At September 30, 2024, our corporate debt, net of cash and equivalents, to Adjusted EBITDA ratio was 3.9, above our targeted range of 2.5 to 3.0, and we remain focused on reducing this ratio by the end of 2025.
In the second quarter of 2024, we amended the Corporate Credit Facility to provide for a new $800 million term loan facility that is scheduled to mature on April 1, 2031, the New Term Loan. The proceeds of the New Term Loan were used to refinance in full the Term Loan, which had a balance of $784 million as of March 31, 2024 and was scheduled to mature on August 31, 2025. We have no material principal payment obligations on our debt prior to 2026. See Footnote 12 “Debt” to our Financial Statements for further information related to maturities of our debt.
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Sources of Liquidity
Cash from Operations
Our primary sources of funds from operations are (1) cash sales and down payments on financed sales, (2) cash from our financing operations, including principal and interest payments received on outstanding vacation ownership notes receivable, (3) cash from fee-based membership, exchange and rental transactions, and (4) net cash generated from our rental and resort management and other services operations.
Vacation Ownership Notes Receivable Securitizations
We periodically securitize, without recourse through bankruptcy remote special purpose entities, the majority of the notes receivable originated in connection with the sale of vacation ownership products to institutional investors in the ABS term securitization market. These vacation ownership notes receivable securitizations provide liquidity for general corporate purposes. In a vacation ownership notes receivable term securitization, several classes of debt securities issued by a special purpose entity are collateralized by a single pool of transferred vacation ownership notes receivable. In connection with each vacation ownership notes receivable securitization, we may retain all or a portion of the securities that are issued.
Typically, we receive cash at inception of the term securitization transaction for the amount of notes issued less fees and monies held in reserve and we receive cash during the life of the transaction in amounts reflecting the excess spread of interest received on the related vacation ownership notes receivable less the interest payable on the ABS securities, less administrative fees and amounts from related vacation ownership notes receivable that default. Given the recent increase in delinquencies and defaults above historical averages, the cash excess spread we received from our securitization transactions has been lower than previously anticipated. At the recent level of defaults, there is no impact to cash whether we repurchase defaulted vacation ownership notes receivable from a securitization VIE and pursue foreclosure or foreclose on behalf of a securitization VIE.
Each of the securitized vacation ownership notes receivable transactions contains various triggers relating to the performance of the underlying vacation ownership notes receivable. If a pool of securitized vacation ownership notes receivable fails to perform within the pool’s parameters (default or delinquency thresholds vary by transaction), transaction provisions effectively redirect the monthly excess spread of interest accruing on the related vacation ownership notes receivable less the interest accruing on the ABS securities and fees we would otherwise receive from that pool (attributable to the interests we retained) to accelerate the principal payments to investors (taking into account the subordination of the different tranches to the extent there are multiple tranches) until the performance trigger is cured. During the third quarter of 2024, and as of September 30, 2024, we had 15 term securitization transactions outstanding, all of which were in compliance with their respective required parameters. Since 2000, we have issued approximately $9.8 billion of debt securities in securitization transactions in the term ABS market, excluding amounts securitized through warehouse credit facilities or private bank transactions.
On an ongoing basis, we have the ability to use our Warehouse Credit Facility to securitize, on a revolving non-recourse basis, eligible consumer loans derived from certain vacation ownership sales. Those loans may later be transferred to term securitization transactions in the ABS market, which typically occur twice a year. During the second quarter of 2024, we amended certain agreements associated with our Warehouse Credit Facility, which extended the revolving period from May 31, 2025 to June 11, 2026. At September 30, 2024, we had no borrowings outstanding under our Warehouse Credit Facility.
As of September 30, 2024, $70 million of gross vacation ownership notes receivable were eligible for securitization.
Revolving Corporate Credit Facility
Our Revolving Corporate Credit Facility, which expires on March 31, 2027, provides for up to $750 million of aggregate borrowings for general corporate needs, including working capital, capital expenditures, letters of credit, and acquisitions. At September 30, 2024, $75 million of borrowings and $20 million of letters of credit were outstanding under our Revolving Corporate Credit Facility.
Uses of Cash
We minimize our working capital needs through cash management, strict credit-granting policies, and disciplined collection efforts. Our working capital needs fluctuate throughout the year given the timing of annual maintenance fees on unsold inventory we pay to owners’ associations and certain annual compensation-related outflows. In addition, our cash from operations varies due to the timing of repayment by owners of vacation ownership notes receivable, the closing or recording of sales contracts for vacation ownership products, financing propensity, and cash outlays for inventory acquisitions and development.
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Seasonality
Our cash flow from operations fluctuates during the year due to the timing of certain receipts and contractual and compensation-related payments. Significant changes in cash flow can result from the timing of our collection of maintenance fees, club dues, and other customer payments, which typically occurs in either the fourth quarter or the first quarter of each year. Generally, cash outflows related to our payment of maintenance fees associated with unsold inventory occurs in the fourth quarter for our points-based products, and in the first quarter for our weeks-based products. In addition, during the first quarter of each year, we typically have significant variable compensation-related cash outflows associated with payment of annual bonuses.
Timing of Estimated Tax Payments
The Internal Revenue Service provided for the deferral of federal income tax payments as tax relief for businesses in parts of Florida affected by the hurricanes that occurred during the third and fourth quarters of 2024. This relief allows us to delay making certain estimated tax payments, without interest or penalty. As a result, we expect to defer $28 million of payments from 2024 to the second quarter of 2025. Similarly, in the prior year, $32 million of estimated tax payments from the third and fourth quarters of 2023 were deferred to the first quarter 2024 related to hurricanes that occurred in 2023.
Operations
In addition to net income and adjustments for non-cash items, the following are key drivers of our cash flow from operating activities:
Inventory Spending (In Excess of) Less Than Cost of Sales
Nine Months Ended
($ in millions)September 30, 2024September 30, 2023
Inventory spending$(159)$(56)
Purchase of property for future transfer to inventory— (27)
Inventory costs107 137 
Inventory spending (in excess of) less than cost of sales$(52)$54 
Although we have significant inventory on hand, we intend to continue selectively pursuing growth opportunities by targeting high-quality inventory that allows us to add desirable new destinations to our systems with new on-site sales locations. Where possible, we will structure transactions to limit our up-front capital investment and allow us to purchase finished inventory closer to the time it is needed for sale. These capital efficient vacation ownership transaction structures may consist of the development of new inventory, or the conversion of previously built units, by third parties. In addition, we may develop inventory on our balance sheet in key markets where we believe the opportunities will generate acceptable risk adjusted returns.
Through our existing VOI repurchase program, we proactively acquire previously sold VOIs from owners’ associations and individual owners at lower costs than would be required to develop new inventory. Among other reasons for repurchasing inventory, we expect these repurchases will help stabilize the future cost of our vacation ownership products.
Our spending for real estate inventory in the first three quarters of 2024 was higher than cost of sales due to our acquisition of vacation ownership units in Waikiki and purchases under our VOI repurchase programs. Refer to Footnote 3 “Acquisitions” for information about acquisitions that occurred during the first three quarters of 2024. Purchases of property for future transfer to inventory in 2023 included the acquisition of property in Charleston, South Carolina and Savannah, Georgia. We expect inventory spending to continue to exceed cost of sales for the remainder of 2024.
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Vacation Ownership Notes Receivable Collections Less Than Originations
Nine Months Ended
($ in millions)September 30, 2024September 30, 2023
Vacation ownership notes receivable collections — non-securitized$67 $119 
Vacation ownership notes receivable collections — securitized403 342 
Vacation ownership notes receivable originations(738)(749)
Vacation ownership notes receivable collections less than originations$(268)$(288)
We expect vacation ownership notes receivable originations to continue to outpace vacation ownership notes receivable collections in the remainder of 2024.
Repurchase of Common Stock
The following table summarizes share repurchase activity under our Share Repurchase Program:
($ in millions, except per share amounts)Number of Shares RepurchasedCost Basis of Shares RepurchasedAverage Price
Paid per Share
As of December 31, 202325,141,073 $2,405 $95.65 
For the first three quarters of 2024530,377 45 $85.45 
As of September 30, 202425,671,450 $2,450 $95.44 
See Footnote 13 “Stockholders' Equity” to our Financial Statements for further information related to our current share repurchase program.
Payment of Dividends to Common Stockholders
We distributed cash dividends to holders of common stock during the first three quarters of 2024 as follows:
Declaration Date
Stockholder Record Date
Distribution DateDividend per Share
December 7, 2023December 21, 2023January 4, 2024$0.76
February 15, 2024February 29, 2024March 14, 2024$0.76
May 9, 2024May 23, 2024June 6, 2024$0.76
We currently expect to pay quarterly dividends in the future, but any future dividend payments will be subject to the approval of our Board of Directors, which will depend on our financial condition, results of operations and capital requirements at the time, as well as applicable law, regulatory constraints, industry practice, and other business considerations that our Board of Directors considers relevant. In addition, our Corporate Credit Facility and the indentures governing our senior notes contain restrictions on our ability to pay dividends, and the terms of agreements governing debt that we may incur in the future may also limit or prohibit the payment of dividends. The payment of certain cash dividends may also result in an adjustment to the conversion rate of our convertible notes in a manner adverse to us. Accordingly, there can be no assurance that we will pay dividends in the future at any particular rate or at all.
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Material Cash Requirements
The following table summarizes our future material cash requirements from known contractual or other obligations as of September 30, 2024:
  Payments Due by Period
($ in millions)TotalRemainder
of 2024		2025202620272028Thereafter
Debt(1)(2)
$3,393 $31 $118 $687 $760 $425 $1,372 
Securitized debt(1)(3)
2,927 77 288 280 277 270 1,735 
Purchase obligations(4)
497 50 154 139 134 15 5 
Operating lease obligations(5)
121 6 24 22 16 12 41 
Finance lease obligations(5)
538 5 18 15 13 13 474 
Other long-term obligations
10 6 2 1 1 — — 
$7,486 $175 $604 $1,144 $1,201 $735 $3,627 
(1)Includes principal as well as interest payments and excludes unamortized debt discount and issuance costs.
(2)During the second quarter of 2024, we amended the Corporate Credit Facility to provide for the New Term Loan, which is scheduled to mature on April 1, 2031. The proceeds from the New Term Loan were used to refinance in full the Term Loan, which had a balance of $784 million as of March 31, 2024, and was scheduled to mature on August 31, 2025.
(3)Payments based on estimated timing of cash flow associated with securitized vacation ownership notes receivable.
(4)Arrangements are considered purchase obligations if a contract specifies all significant terms, including fixed or minimum quantities to be purchased, a pricing structure, and approximate timing of the transaction. Amounts reflected herein represent expected funding requirements under such contracts and primarily relate to future purchases of property and vacation ownership units and information technology assets (hardware and software). Amounts reflected on the consolidated balance sheet as accounts payable and accrued liabilities are excluded from the table above.
(5)Includes interest.
In the normal course of our resort management business, we enter into purchase commitments on behalf of owners’ associations to manage the daily operating needs of our resorts. Since we are reimbursed for these commitments from the cash flows of the owners’ associations, these obligations have minimal impact on our net income and cash flow. These purchase commitments are excluded from the table above.
Supplemental Guarantor Information
The 2028 Notes are guaranteed by MVWC, Marriott Ownership Resorts, Inc. (“MORI”), and certain other subsidiaries whose voting securities are wholly owned directly or indirectly by MORI (such subsidiaries collectively, the “Senior Notes Guarantors”). These guarantees are full and unconditional and joint and several. The guarantees of the Senior Notes Guarantors are subject to release in limited circumstances only upon the occurrence of certain customary conditions.
The following tables present consolidating financial information as of September 30, 2024 and December 31, 2023, and for the nine months ended September 30, 2024 for MVWC and MORI on a stand-alone basis (collectively, the “Issuers”), the Senior Notes Guarantors, the combined non-guarantor subsidiaries of MVWC, and MVW on a consolidated basis.
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Condensed Consolidating Statement of Income
Nine Months Ended September 30, 2024
IssuersSenior Notes GuarantorsNon-Guarantor SubsidiariesTotal EliminationsMVW Consolidated
($ in millions)MVWCMORI
Revenues$— $834 $1,990 $848 $(32)$3,640 
Expenses(32)(962)(1,829)(603)33 (3,393)
Benefit from (provision for) income taxes10 39 (13)(115)— (79)
Equity in net income (loss) of subsidiaries190 346 — — (536)— 
Net income (loss)168 257 148 130 (535)168 
Net loss attributable to noncontrolling interests— — — — — — 
Net income (loss) attributable to common stockholders$168 $257 $148 $130 $(535)$168 
Condensed Consolidating Balance Sheet
As of September 30, 2024
IssuersSenior Notes GuarantorsNon-Guarantor SubsidiariesTotal EliminationsMVW Consolidated
($ in millions)MVWCMORI
Cash and cash equivalents$1 $20 $53 $123 $— $197 
Restricted cash— 25 72 253 — 350 
Accounts and contracts receivable, net14 169 57 93 7 340 
Vacation ownership notes receivable, net— 124 187 2,076 — 2,387 
Inventory— 297 361 111 — 769 
Property and equipment, net— 277 648 240 — 1,165 
Goodwill— — 3,117 — — 3,117 
Intangibles, net— — 778 29 — 807 
Investments in subsidiaries3,450 3,737 — — (7,187)— 
Other146 196 220 124 (78)608 
Total assets$3,611 $4,845 $5,493 $3,049 $(7,258)$9,740 
Accounts payable$47 $48 $74 $74 $— $243 
Advance deposits— 68 83 16 — 167 
Accrued liabilities9 100 152 117 6 384 
Deferred revenue— 14 167 176 (7)350 
Payroll and benefits liability— 108 67 28 — 203 
Deferred compensation liability— 140 47 4 — 191 
Securitized debt, net— — — 2,276 (28)2,248 
Debt, net1,136 1,722 179 1 — 3,038 
Other— 2 107 16 — 125 
Deferred taxes— 129 238 47 (42)372 
MVW stockholders' equity2,419 2,514 4,379 294 (7,187)2,419 
Noncontrolling interests— — — — — — 
Total liabilities and equity$3,611 $4,845 $5,493 $3,049 $(7,258)$9,740 
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As of December 31, 2023
IssuersSenior Notes GuarantorsNon-Guarantor SubsidiariesTotal EliminationsMVW Consolidated
($ in millions)MVWCMORI
Cash and cash equivalents$— $20 $96 $132 $— $248 
Restricted cash— 25 153 148 — 326 
Accounts and contracts receivable, net30 106 142 120 (13)385 
Vacation ownership notes receivable, net— 121 176 2,046 — 2,343 
Inventory— 186 336 112 — 634 
Property and equipment, net— 265 736 259 — 1,260 
Goodwill— — 3,117 — — 3,117 
Intangibles, net— — 822 32 — 854 
Investments in subsidiaries3,421 3,943 — — (7,364)— 
Other122 126 279 118 (132)513 
Total assets$3,573 $4,792 $5,857 $2,967 $(7,509)$9,680 
Accounts payable$55 $30 $196 $81 $— $362 
Advance deposits— 65 83 16 — 164 
Accrued liabilities5 95 137 113 (7)343 
Deferred revenue— 7 169 213 (7)382 
Payroll and benefits liability— 91 86 28 — 205 
Deferred compensation liability— 126 39 3 — 168 
Securitized debt, net— — — 2,121 (25)2,096 
Debt, net1,131 1,736 177 5 — 3,049 
Other— 2 229 18 — 249 
Deferred taxes— 124 242 19 (105)280 
MVW stockholders' equity2,382 2,516 4,499 350 (7,365)2,382 
Total liabilities and equity$3,573 $4,792 $5,857 $2,967 $(7,509)$9,680 
Recent Accounting Pronouncements
See Footnote 2 “Significant Accounting Policies and Recent Accounting Standards” to our Financial Statements for a discussion of recently issued accounting pronouncements, including information about new accounting standards and the future adoption of such standards.
Critical Accounting Policies and Estimates
Our preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect reported amounts and related disclosures. We have discussed those policies and estimates that we believe are critical and require the use of complex judgment in their application in our 2023 Annual Report. Since the date of our 2023 Annual Report, there have been no material changes to our critical accounting policies or the methodologies or assumptions we apply under them.
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Item 3.    Quantitative and Qualitative Disclosures About Market Risk
Our exposure to market risk has not changed materially from that disclosed in Part I, Item 7A of the 2023 Annual Report, other than as set forth below.
We manage the interest rate risk on our corporate debt through the use of fixed-rate debt and may also use interest rate hedges to fix a portion of our variable-rate debt. At September 30, 2024, the interest rate applicable to 70% (approximately $2.0 billion) of our corporate debt, excluding finance leases, was fixed and the interest rate applicable to the remaining 30% (approximately $873 million) was variable. Assuming we had no outstanding balance under our Revolving Corporate Credit Facility, a 100 basis point increase in the underlying benchmark rate on our variable-rate debt at September 30, 2024 would result in an annual increase in cash interest of approximately $8 million.
The following table presents the scheduled maturities and the total fair value as of September 30, 2024 for our financial instruments that are impacted by market risks:
($ in millions)Average
Interest
Rate		Maturities by Period
Remainder of 2024
2025202620272028ThereafterTotal Carrying ValueTotal
Fair
Value
Assets – Maturities represent expected principal receipts; fair values represent assets
Vacation ownership notes receivable — non-securitized11.9%$24 $71 $53 $49 $43 $242 $482 $485 
Vacation ownership notes receivable — securitized13.4%$40 $166 $173 $177 $176 $1,173 $1,905 $1,968 
Contracts receivable for financed VOI sales, net12.5%$1 $4 $4 $4 $4 $34 $51 $51 
Liabilities – Maturities represent expected principal payments; fair values represent liabilities
Securitized debt4.7%$(50)$(189)$(197)$(202)$(203)$(1,435)$(2,276)$(2,280)
Term Loan(1)
7.1%$(2)$(8)$(8)$(8)$(8)$(764)$(798)$(797)
Revolving Corporate Credit Facility7.1%$— $— $— $(75)$— $— $(75)$(75)
Senior notes
2028 Notes4.8%$— $— $— $— $(350)$— $(350)$(336)
2029 Notes4.5%$— $— $— $— $— $(500)$(500)$(471)
2026 Convertible Notes0.0%$— $— $(575)$— $— $— $(575)$(521)
2027 Convertible Notes3.3%$— $— $— $(575)$— $— $(575)$(535)
(1)During the second quarter of 2024, we amended the Corporate Credit Facility to provide for the New Term Loan, which is scheduled to mature on April 1, 2031. The proceeds from the New Term Loan were used to refinance in full the Term Loan, which had a balance of $784 million as of March 31, 2024, and was scheduled to mature on August 31, 2025.
Item 4.    Controls and Procedures
Disclosure Controls and Procedures
As of the end of the period covered by this Quarterly Report, we evaluated, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), and management necessarily applied its judgment in assessing the costs and benefits of such controls and procedures, which by their nature, can provide only reasonable assurance about management’s control objectives. Our disclosure controls and procedures have been designed to provide reasonable assurance of achieving the desired control objectives. However, the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and we cannot assure you that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. Based upon the foregoing evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of September 30, 2024, our disclosure controls and procedures were effective and operating to provide reasonable assurance that we record, process, summarize and report the information we are required to disclose in the reports that we file or submit under the Exchange Act within the time periods specified in the rules and forms of the SEC, and to
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provide reasonable assurance that we accumulate and communicate such information to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions about required disclosure.
Changes in Internal Control Over Financial Reporting
We made no changes in our internal control over financial reporting during the period covered by this Quarterly Report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Part II. OTHER INFORMATION
Item 1.    Legal Proceedings
Currently, and from time to time, we are subject to claims in legal proceedings arising in the normal course of business, including, among others, the legal actions discussed under “Loss Contingencies” in Footnote 10 “Contingencies and Commitments” to our Financial Statements. While management presently believes that the ultimate outcome of these proceedings, individually and in the aggregate, will not materially harm our financial position, cash flows, or overall trends in results of operations, legal proceedings are inherently uncertain, and unfavorable rulings could, individually or in the aggregate, have a material adverse effect on our business, financial condition, or operating results.
Item 1A. Risk Factors
There have been no material changes to the risk factors set forth in Item 1A to Part 1 of our 2023 Annual Report, except to the extent factual information disclosed elsewhere in this Quarterly Report relates to such risk factors, which is incorporated herein by reference.
Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
PeriodTotal Number of Shares Purchased
Average
Price Paid per Share(2)
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1)
Maximum Dollar Amount of Shares That May Yet Be Purchased Under the Plans or Programs(1)(2)
July 1, 2024 – July 31, 2024
— $— — $402,307,195 
August 1, 2024 – August 31, 2024
60,000 $72.18 60,000 $397,976,631 
September 1, 2024 – September 30, 2024
60,000 $73.22 60,000 $393,583,263 
Total120,000 $72.70 120,000 $393,583,263 
(1)On May 11, 2023, we announced that our Board of Directors increased the then-remaining authorization under our share repurchase program (which was first announced on September 13, 2021) to authorize purchases of up to $600 million of our common stock and extended the term of our share repurchase program to December 31, 2024.
(2)All dollar amounts presented exclude the nondeductible 1% excise tax on the net value of certain stock repurchases that was imposed by the Inflation Reduction Act of 2022.
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Item 5.    Other Information
(c) Trading Plans
During the quarter ended September 30, 2024, certain of our directors and Section 16 officers adopted or terminated Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation S-K) for the sale of shares of our common stock as follows:
Plans
Number of Securities
to be Sold
Latest Expiration(3)
Name and Title
Action
Date
Rule 10b5-1(1)
Non-Rule 10b5-1(2)
James H Hunter, IVAdoption9/13/2024X—
4,034(4)(5)
2/28/2025
Executive Vice President, General Counsel and Secretary
John E. Geller, Jr.Adoption9/19/2024X—
9,076 (4)(5)
3/03/2025
Director and President and Chief Executive Officer
(1)Intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
(2)Not intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
(3)Plans expire at close of trading on the dates presented or such earlier date upon the completion of all trades under the plan (or the expiration of the orders relating to such trades without execution).
(4)Securities to be sold under the plan represent shares to be acquired upon the exercise of stock options.
(5)The exercise of stock options is subject to a stock price condition, which provides that sales will only occur if the Company’s stock price meets a certain minimum price.
Item 6.    Exhibits
All documents referenced below are being filed as a part of this Quarterly Report, unless otherwise noted.
Exhibit NumberDescriptionFiled
Herewith		Incorporation By Reference From
FormExhibitDate Filed
3.18-K3.25/15/2023
3.210-Q3.38/4/2023
4.1104.110/14/2011
4.28-K4.110/1/2019
4.310-K4.123/2/2020
4.410-K4.133/2/2020
4.58-K4.210/1/2019
4.68-K4.310/1/2019
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Exhibit NumberDescriptionFiled
Herewith		Incorporation By Reference From
FormExhibitDate Filed
4.78-K4.12/3/2021
4.88-K4.12/3/2021
4.98-K4.16/22/2021
4.108-K4.26/22/2021
4.118-K4.112/8/2022
4.128-K4.212/8/2022
4.1310-K4.163/2/2020
10.1
10-K
10.252/27/2024
10.2
8-K
10.14/2/2024
10.3
10-Q10.35/7/2024
10.4
10-Q10.45/7/2024
10.5
10-Q10.55/7/2024
10.6
10-Q10.68/2/2024
10.7X
22.1
10-K
22.12/27/2024
31.1X
31.2X
32.1Furnished
32.2Furnished
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Exhibit NumberDescriptionFiled
Herewith		Incorporation By Reference From
FormExhibitDate Filed
101
The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, formatted in Inline XBRL: (i) Interim Consolidated Statements of Income, (ii) Interim Consolidated Statements of Comprehensive Income, (iii) Interim Consolidated Balance Sheets, (iv) Interim Consolidated Statements of Cash Flows, (v) Interim Consolidated Statements of Stockholders’ Equity, and (vi) Notes to Interim Consolidated Financial Statements
104
The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, formatted in Inline XBRL and contained in Exhibit 101
*
Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplemental copies to the SEC of any omitted schedule upon request by the SEC.
**Management contract or compensatory plan or arrangement.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
MARRIOTT VACATIONS WORLDWIDE CORPORATION
Date:November 7, 2024/s/ John E. Geller, Jr.
John E. Geller, Jr.
President and Chief Executive Officer
/s/ Jason P. Marino
Jason P. Marino
Executive Vice President and Chief Financial Officer
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