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What changed in MARRIOTT VACATIONS WORLDWIDE Corp's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of MARRIOTT VACATIONS WORLDWIDE Corp's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+453 added−454 removedSource: 10-K (2026-03-02) vs 10-K (2025-02-28)

Top changes in MARRIOTT VACATIONS WORLDWIDE Corp's 2025 10-K

453 paragraphs added · 454 removed · 317 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

127 edited+54 added−71 removed118 unchanged
Biggest changeWe have more than 20 years of energy conservation experience that we have put to use in implementing our environmental strategy across each of our segments. This strategy includes further reducing energy and water consumption, expanding our portfolio of green resorts, educating and inspiring associates and guests to support the environment, and embracing innovation.
Biggest changeThis strategy includes further reducing energy and water consumption, expanding our portfolio of green resorts, educating and inspiring associates and guests to support the environment, and embracing innovation. 19 Human Capital We believe that attracting, engaging, and retaining talented associates and cultivating their career development at our locations around the world helps us remain a leader in our industry.
For many purchasers, vacation ownership provides an attractive alternative to traditional lodging accommodations (such as hotels, resorts and condominium rentals). Typically, vacation ownership accommodations are, on average, more than twice the size of traditional hotel rooms and have more features, such as kitchens and separate living areas, than traditional hotel rooms.
For many purchasers, vacation ownership provides an attractive alternative to traditional lodging accommodations (such as hotels, resorts and condominium rentals). Vacation ownership accommodations are, on average, more than twice the size of traditional hotel rooms and typically have more features, such as kitchens and separate living areas, than traditional hotel rooms.
The board of the owners’ association, or trustee, as applicable, typically delegates much of the responsibility for managing the resort to a management company, which is often affiliated with the developer.
The board of the owners’ association, or trustee, as applicable, typically delegates much of the responsibility for managing the resort to a management company, which is often affiliated with the resort developer.
Based on the point value of the home resort interest owned, customers can choose other VSN affiliated resorts, the type of villa, the date of travel and the length of stay. VSN members have a priority period in which they have exclusive reservation rights for the related resort or points program without competition from other network members.
Based on the point value of the home resort interest owned, customers can choose other VSN affiliated resorts, the type of villa, the date of travel and the length of stay. VSN members have a home resort priority period in which they have exclusive reservation rights for the related resort or points program without competition from other network members.
Many jurisdictions, including in the United States, Asia Pacific, Mexico, Europe, and Central America, require that we file detailed registration or offering statements with regulatory authorities disclosing certain information regarding the VOIs and other real estate interests we market and sell, such as information concerning the interests being offered, any projects, resorts or programs to which the interests relate, applicable condominium or vacation ownership plans, evidence of title, details regarding our business, the purchaser’s rights and obligations with respect to such interests, and a description of the manner in which we intend to offer and advertise such interests.
Many jurisdictions, including those in the United States, Asia Pacific, Mexico, Europe, and Central America, require that we file detailed registration or offering statements with regulatory authorities disclosing certain information regarding the VOIs and other real estate interests we market and sell, such as information concerning the interests being offered, any projects, resorts or programs to which the interests relate, applicable condominium or vacation ownership plans, evidence of title, details regarding our business, the purchaser’s rights and obligations with respect to such interests, and a description of the manner in which we intend to offer and advertise such interests.
Federal Trade Commission (the “FTC”) and state “Little FTC Acts” and other laws and regulations governing unfair, deceptive or abusive acts or practices, including unfair or deceptive trade practices and unfair competition, state attorney general regulations, anti-fraud laws, prize, gift and sweepstakes laws, real estate, title agency or insurance, travel insurance and other licensing or registration laws and regulations, anti-money laundering, consumer information privacy and security, breach notification, information sharing and telemarketing laws, home solicitation sales laws, tour operator laws, lodging certificate and seller of travel laws, securities laws, and other consumer protection laws.
Federal Trade Commission (the “FTC”) and state “Little FTC Acts” and other laws and regulations governing unfair, deceptive or abusive acts or practices, including unfair or deceptive trade practices and unfair competition, state attorney general regulations, anti-fraud laws, anti-discrimination, prize, gift and sweepstakes laws, real estate, title agency or insurance, travel insurance and other licensing or registration laws and regulations, anti-money laundering, consumer information privacy and security, breach notification, information sharing and telemarketing laws, home solicitation sales laws, tour operator laws, lodging certificate and seller of travel laws, securities laws, and other consumer protection laws.
Resort Management Regulation Our resort management activities are subject to laws and regulations regarding community association management, timeshare and condominium management (including real estate broker licensing), public lodging, food and beverage services (including liquor licensing), labor, employment, health care, health and safety, accessibility, discrimination, immigration, gaming, certain communication devices, transient rentals, structural audits of improvements and reserve accounts associated with such improvements, and the environment (including climate change).
Resort Management Regulation Our resort management activities are subject to laws and regulations regarding community association management, timeshare and condominium management (including real estate broker licensing), public lodging, food and beverage services (including liquor licensing), labor, employment, health care, health and safety, accessibility, anti-discrimination, immigration, gaming, certain communication devices, transient rentals, structural audits of improvements and reserve accounts associated with such improvements, and the environment (including climate change).
Owners typically reserve their usage of vacation accommodations in advance through a reservation system (often provided by the management company or an affiliated entity), unless a VOI specifies fixed usage dates and a particular unit every year. Typically, developers sell VOIs for a fixed purchase price that is paid in full at closing or financed with a loan.
Owners typically reserve their usage of vacation accommodations in advance through a reservation system (often provided by the management company or an affiliated entity), unless a VOI specifies fixed usage dates and a particular unit every year. Typically, resort developers sell VOIs for a fixed purchase price that is paid in full at closing or financed with a loan.
Through our exchange networks and points systems, owners can also use points toward vacation experiences such as a bicycle tour, a culinary journey, an adventure cruise or a once-in-a-lifetime trip to a major sporting event. Our points-based products offer usage in perpetuity or for a term of years and may consist of real estate interests or a contractual right-to-use.
Through our exchange networks and points systems, owners can also use points toward vacation experiences such as a bicycle tour, a culinary journey, an adventure cruise or a once-in-a-lifetime trip to a major sporting event. Our points-based products offer usage in perpetuity or for a specified term of years and may consist of real estate interests or a contractual right-to-use.
These capital efficient vacation ownership transaction structures may include working with third parties to develop new inventory or to convert previously built units to be sold to us close to when we need such inventory to support growth in VOI sales. 11 Approximately 25% of our Vacation Ownership segment resorts are co-located with same-branded or affiliated hotel properties.
These capital efficient vacation ownership transaction structures may include working with third parties to develop new inventory or to convert previously built units to be sold to us close to when we need such inventory to support growth in VOI sales. Approximately 25% of our Vacation Ownership segment resorts are co-located with same-branded or affiliated hotel properties.
In addition to traditional resort stays, the programs enable our owners to exchange their points for a wide variety of innovative vacation experiences, which may include cruises, airline travel, guided tours, safaris and other unique vacation alternatives. Owners who are members of our points-based programs typically pay annual fees in exchange for the ability to participate in the program.
In addition to traditional resort stays, the programs enable our owners to exchange their points for a wide variety of innovative vacation experiences, which may include cruises, airline travel, guided tours, safaris and other unique vacation alternatives. Owners who are members of our 8 points-based programs typically pay annual fees in exchange for the ability to participate in the program.
Resort developers promote membership in our exchange programs and related value-added services as an important benefit of owning a VOI. Our business development personnel proactively seek to establish strong relationships with developers and owners’ associations, providing input on consumer preferences and industry trends based upon years of experience.
Resort developers promote membership in our exchange programs and related value-added services as an important benefit of owning a VOI. 15 Our business development personnel proactively seek to establish strong relationships with developers and owners’ associations, providing input on consumer preferences and industry trends based upon years of experience.
We support programs and partnerships that help at-risk youth and their families prepare for and find meaningful employment. Our Human Rights Policy is available on our website at www.marriottvacationsworldwide.com under the “Our Values” tab. 21 We also have a human trafficking awareness training course that promotes our Human Rights Policy and core values.
We support programs and partnerships that help at-risk youth and their families prepare for and find meaningful employment. Our Human Rights Policy is available on our website at www.marriottvacationsworldwide.com under the “Our Values” tab. We also have a human trafficking awareness training course that promotes our Human Rights Policy and core values.
This fee includes a management fee payable to us for providing management services as well as 12 an assessment for funds to be deposited into a capital asset reserve fund and used to renovate, refurbish and replace furnishings, common areas and other resort assets (such as parking lots or roofs) as needed over time.
This fee includes a management fee payable to us for providing management services as well as an assessment for funds to be deposited into a capital asset reserve fund and used to renovate, refurbish and replace furnishings, common areas and other resort assets (such as parking lots or roofs) as needed over time.
In the event of a default, we generally have the right to foreclose on or revoke the defaulting owner’s VOI. We typically resell interests that we reacquire through foreclosure or revocation or place such interests into one of our points-based programs. 13 We securitize the majority of the consumer loans we originate in our vacation ownership business.
In the event of a default, we generally have the right to foreclose on or revoke the defaulting owner’s VOI. We typically resell interests that we reacquire through foreclosure or revocation or place such interests into one of our points-based programs. We securitize the majority of the consumer loans we originate in our vacation ownership business.
In addition, Corporate and Other includes the revenues and expenses relating to owners’ associations consolidated under the relevant accounting guidance (“Consolidated Property Owners’ Associations”), which are not included in operating segment resource allocation decision-making. 16 Seasonality Our revenue is influenced by the seasonal nature of travel.
In addition, Corporate and Other includes the revenues and expenses relating to owners’ associations consolidated under the relevant accounting guidance (“Consolidated Property Owners’ Associations”), which are not included in operating segment resource allocation decision-making. Seasonality Our revenue is influenced by the seasonal nature of travel.
We offer leadership development programming that provides associates with tools, resources, and practices that we believe are important to becoming successful leaders and strengthening our diverse talent pipeline. We believe that leaders have great influence over the development of associates; as such, we seek to equip leaders with the skills they need to support their associates.
We offer leadership development programming that provides associates with tools, resources, and practices that we believe are important to becoming successful leaders and strengthening our diverse 20 talent pipeline. We believe that leaders have great influence over the development of associates; as such, we seek to equip leaders with the skills they need to support their associates.
Our lending activities are also subject to the laws and regulations of other jurisdictions, including, among others, laws and regulations related to consumer loans, retail installment contracts, mortgage lending, usury, fair debt collection practices, consumer debt collection practices, mortgage disclosure, lender or mortgage loan originator licensing and registration and anti-money laundering.
Our lending 18 activities are also subject to the laws and regulations of other jurisdictions, including, among others, laws and regulations related to consumer loans, retail installment contracts, mortgage lending, usury, fair debt collection practices, consumer debt collection practices, mortgage disclosure, lender or mortgage loan originator licensing and registration and anti-money laundering.
We provide owners’ association governance and vacation ownership program management services for these properties, including preparing association budgets, facilitating association meetings, billing and collecting maintenance fees, and supporting reservations, vacation experience planning and other off-site member services. We and the on-site manager typically split the management fees for these resorts.
We provide owners’ association governance and vacation ownership program management services for these properties, including preparing association budgets, facilitating association meetings, billing and collecting maintenance fees, and supporting reservations, vacation experience planning and other off-site member services. We and the on-site property manager typically split the management fees for these resorts.
Most owners’ associations are governed by a board of directors that includes owners and which may include representatives of the developer. Some vacation ownership resorts are held through a trust structure in which a trustee holds title and manages the property.
Most owners’ associations are governed by a board of directors that includes owners and which may include representatives of the resort developer. Some vacation ownership resorts are held through a trust structure in which a trustee holds title and manages the property.
Our 18 Marriott Vacation Club Destinations, Australia points-based program is subject to regulation as a “managed investment scheme” by the Australian Securities & Investments Commission. In some countries, our vacation ownership products are marketed by third-party brokers.
Our Marriott Vacation Club Destinations, Australia points-based program is subject to regulation as a “managed investment scheme” by the Australian Securities & Investments Commission. In some countries, our vacation ownership products are marketed by third-party brokers.
VSN provides Westin Vacation Club and Sheraton Vacation Club owners access to its affiliated resorts as well as the opportunity to exchange their points through the Marriott Bonvoy program to Marriott resorts, through the Interval International network, or for a cruise.
VSN provides Westin Vacation Club and Sheraton Vacation Club owners access to its affiliated resorts as well as the opportunity to exchange their points through the Marriott Bonvoy program for access to Marriott vacation ownership resorts, through the Interval International network, or for a cruise.
In addition, we are subject to laws in some jurisdictions that impose liability on property developers for construction defects discovered or repairs made by future owners of property developed by the developer.
In addition, we are 17 subject to laws in some jurisdictions that impose liability on property developers for construction defects discovered or repairs made by future owners of property developed by the developer.
Within our Exchange & Third-Party Management segment, we recognize exchange and Getaways revenue based on confirmation of the vacation; revenue is generally higher in the first quarter and lower in the fourth quarter. Remaining rental revenue is recognized based on occupancy. Refer to “Liquidity and Capital Resources” within Part I, Item 7.
Within our Exchange & Third-Party Management segment, we recognize exchange and non-refundable Getaways revenue based on confirmation of the vacation; revenue is generally higher in the first quarter and lower in the fourth quarter. Remaining rental revenue is recognized based on occupancy. Refer to “Liquidity and Capital Resources” within Part I, Item 7.
The Interval International business offers a variety of membership programs and travel related products to approximately 1.5 million members globally and the Aqua-Aston business provides property management and rental services to property owners at 24 resorts and lodging properties.
The Interval International business offers a variety of membership programs and travel related products to approximately 1.5 million members globally and the Aqua-Aston business provides property management and rental services to property owners at 23 resorts and lodging properties.
We believe there is considerable potential for further growth in the industry both in the U.S. and globally.
We believe there is potential for further growth in the industry both in the U.S. and globally.
In 2022, we launched Abound by Marriott Vacations, an owner benefit and exchange program which affiliates the Marriott Vacation Club-, Sheraton Vacation Club- and Westin Vacation Club- brands to offer similar benefits to owners of our products under these brands.
In 2022, we launched Abound by Marriott Vacations, an owner benefit and exchange program which affiliates the Marriott Vacation Club-, Sheraton Vacation Club- and Westin Vacation Club- brands, which allows us to offer similar benefits to owners of our products under these brands.
The survey results identified several areas of strength, including a welcoming and positive company culture, strong and supportive supervisors, a focus on sustainability and taking care of the community, and a company-wide commitment to inclusion and diversity.
The survey results identified several areas of strength, including a welcoming and positive company culture, strong and supportive supervisors, a focus on sustainability and taking care of the community, and a company-wide commitment to fostering a culture of inclusion.
In the survey, 89% of our associates reported positive perceptions of our inclusion and diversity practices when responding to questions about leaders’ support for inclusion and diversity, service to customers with diverse backgrounds, respect and well-being of all people as a Company priority, a work environment that is accepting of diverse backgrounds and ways of thinking, and a company culture in which persons of all backgrounds are encouraged to pursue their career aspirations.
In the survey, 88% of our associates reported positive perceptions when responding to questions about leaders’ support for inclusion, service to customers with diverse backgrounds, respect and well-being of all people as a Company priority, a work environment that is accepting of diverse backgrounds and ways of thinking, and a company culture in which persons of all backgrounds are encouraged to pursue their career aspirations.
As of December 31, 2024, our Vacation Ownership segment had approximately 120 resorts and approximately 700,000 owner families. The Vacation Ownership segment represented 95% of our consolidated revenue for 2024.
As of December 31, 2025, our Vacation Ownership segment had 120 resorts and approximately 700,000 owner families. The Vacation Ownership segment represented 95% of our consolidated revenue for 2025.
Butera held a number of leadership positions with the Company, serving as Vice President, Asset Management for The Ritz-Carlton Destination Club from August 2014 to October 2018, before moving into the position of Senior Vice President, Vacation Ownership for the Americas, Florida, Mexico, and Caribbean from October 2018 to April 2021. Ms. Butera joined the Company in 1999. Lori M.
Butera held a number of leadership positions with the Company, serving as Vice President, Asset Management for The Ritz-Carlton Destination Club from August 2014 to October 2018, before moving into the position of Senior Vice President, Vacation Ownership for the Americas, Florida, Mexico, and Caribbean from October 2018 to April 2021. Ms. Butera joined the Company in 1999. John D.
A significant part of our direct marketing activities is focused on prospects in the Marriott and Hyatt customer loyalty program databases and our in-house databases of qualified prospects. We offer guests who do not buy a VOI during their initial tour the opportunity to purchase a return package for a future stay at our resorts.
A significant part of our direct marketing activities is focused on members in the Marriott and Hyatt customer loyalty program databases and our in-house databases of qualified prospective customers. We offer guests who do not buy a VOI during their initial tour the opportunity to purchase a return package for a future stay at our resorts.
The collection, use and protection of personal data of our customers, as well as the sharing of our customer data with affiliates and third parties, are governed by privacy laws and regulations enacted in the United States, individual states, and other jurisdictions around the world.
The collection, use and protection of personal data of our customers, as well as the sharing of our customer data with affiliates and third parties, are governed by privacy, security, and artificial intelligence laws and regulations enacted in the United States, individual states, and other jurisdictions around the world.
Weeks-Based Vacation Ownership Products We continue to sell Marriott-, Westin-, Sheraton- and Hyatt-branded weeks-based vacation ownership products in select markets, including in countries where legal and tax constraints currently limit our ability to include those locations in one of our existing points-based programs. Our products include multi-week VOIs in specific Grand Residences by Marriott, St.
Weeks-Based Vacation Ownership Products We continue to sell weeks-based vacation ownership products in select markets, including in countries where legal and tax constraints currently limit our ability to include those locations in one of our existing points-based programs. Our products include multi-week VOIs in specific Grand Residences by Marriott, St.
In a vacation ownership notes receivable securitization, several classes of debt securities issued by a special purpose entity are generally collateralized by a single pool of transferred assets, which consist of vacation ownership notes receivable. During 2024, we completed two securitization transactions, which are discussed in detail in Footnote 15 “Securitized Debt” to our Financial Statements.
In a vacation ownership notes receivable securitization, several classes of debt securities issued by a special purpose entity are generally collateralized by a single pool of transferred assets, which consist of vacation ownership notes receivable. During 2025, we completed two securitization transactions, which are discussed in detail in Footnote 14 “Securitized Debt” to our Financial Statements.
Gustafson Executive Vice President and Chief Membership and Commercial Services Officer 41 Lori M. Gustafson has served as our Executive Vice President and Chief Membership and Commercial Services Officer since January 2024. Ms. Gustafson joined the Company in November 2020 and served as our Executive Vice President and Chief Brand and Digital Officer from November 2020 to December 2023.
Gustafson has served as our Executive Vice President and Chief Membership and Commercial Services Officer since January 2024. Ms. Gustafson joined the Company in November 2020 and served as our Executive Vice President and Chief Brand and Digital Officer from November 2020 to December 2023.
Getaways We also offer additional vacation rental opportunities at attractive rates to members of the Interval Network, as well as to members of certain other membership programs provided by Interval International or through third-party membership programs. We refer to these opportunities as Getaways. Getaways allow members to rent resort accommodations for a fee, plus applicable taxes.
Getaways We also offer additional vacation rental opportunities at attractive rates to members of the Interval Network, as well as to members of certain other membership programs provided by Interval International or through third-party membership programs. These opportunities are offered as “Getaways” and allow members to rent resort accommodations for a fee, plus applicable taxes.
Through the brands we license from Marriott International for use in vacation ownership, we benefit from exclusive long-term access to members in the Marriott Bonvoy loyalty program, which includes nearly 228 million members as of December 31, 2024.
Through the brands we license from Marriott International for use in vacation ownership, we benefit from exclusive long-term access to members in the Marriott Bonvoy loyalty program, which includes nearly 271 million members as of December 31, 2025.
The segment revenue generally is fee-based and derived from membership, exchange and rental transactions, property and owners’ association management, and other related products and services. The Exchange & Third-Party Management segment represented 5% of our consolidated revenue for 2024.
The segment revenue generally is fee-based and derived from membership, exchange and rental transactions, property and owners’ association management, and other related products and services. The Exchange & Third-Party Management segment represented 4% of our consolidated revenue for 2025.
Additionally, we have relationships with resort developers that incorporate the Interval Network membership fee into certain annual fees they charge to owners of VOIs at their resorts or vacation ownership clubs.
Additionally, Interval International has relationships with resort developers that incorporate the Interval Network membership fee into certain annual fees they charge to owners of VOIs at their resorts or vacation ownership clubs.
In 2024, 91% of our vacation ownership contract sales originated in North America and 90% of our vacation ownership contract sales originated at sales centers that are co-located with one of our resorts.
In 2025, 90% of our vacation ownership contract sales originated in North America and 90% of our vacation ownership contract sales originated at sales centers that are co-located with one of our resorts.
These return guests are nearly twice as likely to purchase as a first-time visitor. Our sales tours are designed to provide our guests with an overview of our company and our products, as well as a customized presentation to explain how our products and services can meet their vacationing needs.
These return guests have historically and consistently been nearly twice as likely to purchase a VOI as a first-time visitor. 10 Our sales tours are designed to provide our guests with an overview of our company and our products, as well as a customized presentation to explain how our products and services can meet their vacationing needs.
Vacation Ownership Mainland U.S. and Hawaii # of Resorts # of Keys # of Resorts # of Keys # of Resorts # of Keys Arizona 5 1,190 Missouri 2 320 Texas 1 195 California 17 6,268 Nevada 2 1,172 Utah 2 634 Colorado 13 971 New Jersey 1 180 Virginia 1 276 Florida 23 8,002 New Mexico 1 16 Washington, D.C. 1 71 Hawaii 13 4,891 New York 2 228 Massachusetts 1 84 South Carolina 10 1,864 Caribbean, Mexico, and Central America # of Resorts # of Keys # of Resorts # of Keys # of Resorts # of Keys Aruba 2 1,211 Puerto Rico 1 164 Mexico 4 1,295 Bahamas 1 382 U.S.
Vacation Ownership Mainland U.S. and Hawaii # of Resorts # of Keys # of Resorts # of Keys # of Resorts # of Keys Arizona 5 1,190 Missouri 2 320 Texas 1 195 California 17 6,248 Nevada 2 1,174 Utah 2 634 Colorado 13 971 New Jersey 1 180 Virginia 1 276 Florida 23 8,005 New Mexico 1 16 Washington, D.C. 1 71 Hawaii 13 4,894 New York 2 228 Massachusetts 1 84 South Carolina 10 1,865 Caribbean, Mexico, and Central America # of Resorts # of Keys # of Resorts # of Keys # of Resorts # of Keys Aruba 2 1,211 Puerto Rico 1 164 Mexico 4 1,295 Bahamas 1 382 U.S.
Existing customers may apply any or all of their existing ownership interests as part of the down payment for additional VOIs (also referred to as an equity upgrade). Interest rates are fixed and a loan fully amortizes over the life of the loan. We do not impose any prepayment penalties.
Existing customers may apply any or all of their existing ownership interests as part of the down payment for additional VOIs (also referred to as an equity upgrade). Interest rates are fixed and a loan fully amortizes over the life of the loan.
Interval International is our high-quality membership brand that serves as the gateway to vacation experiences around the world, including access to its affiliated resorts. Our Aqua-Aston business provides management services for resorts, hotels, and other third-party vacation property owners.
Interval International is our high-quality vacation ownership exchange service provider that serves as the gateway to vacation experiences around the world, including access to its affiliated resorts. Our Aqua-Aston business provides management services for resorts, hotels, and other third-party vacation property owners.
We maintain a range of different off-site sales centers, including our central telesales organization based in Orlando and our network of third-party brokers in Latin America and Europe. We have over 90 global sales locations focused on the sale of VOIs.
We maintain a range of different off-site sales centers, including our central telesales organization based in Orlando, offsite galleries in Singapore and Japan, and our network of third-party brokers in Latin America and Europe. We have approximately 90 global sales locations focused on the sale of VOIs.
Virgin Islands 3 512 Costa Rica 1 48 West Indies 1 88 Europe and Asia Pacific # of Resorts # of Keys # of Resorts # of Keys France 1 202 Indonesia 2 161 Spain 3 715 Thailand 3 332 United Kingdom 1 49 Australia 1 77 14 Brands # of Resorts # of Keys Marriott Vacation Club 64 19,013 Sheraton Vacation Club 9 4,377 Westin Vacation Club 12 4,334 Grand Residences by Marriott 2 381 The Ritz-Carlton Club 5 259 St.
Virgin Islands 3 513 Costa Rica 1 48 West Indies 1 88 Europe and Asia Pacific # of Resorts # of Keys # of Resorts # of Keys France 1 202 Indonesia 2 161 Spain 3 715 Thailand 4 384 United Kingdom 1 49 Australia 1 77 Brands # of Resorts # of Keys Marriott Vacation Club 65 19,076 Sheraton Vacation Club 9 4,377 Westin Vacation Club 12 4,334 Grand Residences by Marriott 2 381 The Ritz-Carlton Club 5 259 St.
We base our financing terms largely on a purchaser’s FICO score, which is a branded version of a consumer credit score widely used in the United States by banks and lending institutions.
We base our financing terms largely on a purchaser’s Fair Isaac Corporation credit score (“FICO”), which is a branded version of a consumer credit score widely used in the United States by banks and lending institutions.
Laws in many jurisdictions in which we sell VOIs grant the purchaser of a VOI the right to cancel a purchase contract during a specified rescission period following the later of the date the contract was signed or the date the purchaser received the last of the documents required to be provided by us.
Laws in many jurisdictions in which we sell VOIs grant the purchaser of a VOI the right to cancel a purchase contract during a specified rescission period following the later of the date the contract was signed or the date the purchaser received the last of the documents we are required to provide.
Owners can trade their vacation ownership usage rights for Marriott Bonvoy points or World of Hyatt points, as applicable, which can be used to access participating hotels or redeemed for airline miles or other merchandise offered through such customer loyalty program.
Owners who are Marriott Bonvoy or World of Hyatt customer loyalty program members can exchange their vacation ownership usage rights for Marriott Bonvoy points or World of Hyatt points, as applicable, which can be used to access participating hotels or redeemed for airline miles or other merchandise or rewards offered through such customer loyalty programs.
Foreign Corrupt Practices Act (the “FCPA”). The FCPA and similar anti-corruption and bribery laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments to government officials for the purpose of obtaining or generating business.
Department of the Treasury’s Office of Foreign Asset Control and the U.S. Foreign Corrupt Practices Act (the “FCPA”). The FCPA and similar anti-corruption and bribery laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments to government officials for the purpose of obtaining or generating business.
According to the American Resort Development Association (“ARDA”), a trade association representing the vacation ownership and resort development industries, as of December 31, 2023, the U.S. vacation ownership community was comprised of over 1,500 resorts, representing more than 200,000 units. According to ARDA, sales in the U.S. market were approximately $10.6 billion in 2023.
According to the American Resort Development Association (“ARDA”), a trade association representing the vacation ownership and resort development industries, as of December 31, 2024, the U.S. vacation ownership community was comprised of approximately 1,500 resorts, representing nearly 200,000 units. According to ARDA, sales in the U.S. market were approximately $10.5 billion in 2024.
Fiscal Years 2024 2023 2022 Financing propensity 56% 58% 54% Average loan amount $30,400 $28,600 $28,100 Average interest rate 13.0% 13.1% 13.2% Average term (years) 11 12 12 Average monthly mortgage payment $492 $454 $508 Average FICO score (1) 737 735 734 % of purchasers with FICO over 700 (1) 74% 72% 71% % of purchasers with FICO over 650 (1) 91% 89% 89% % of purchasers with FICO over 600 (1) 98% 97% 97% (1) FICO scores of our customers who were U.S. citizens or residents who financed a vacation ownership purchase and for whom FICO scores were available.
Fiscal Years 2025 2024 2023 Financing propensity 57% 56% 58% Average loan amount $30,900 $30,400 $28,600 Average interest rate 12.8% 13.0% 13.1% Average term (years) 11 11 12 Average monthly mortgage payment $505 $492 $454 Average FICO score (1) 740 737 735 % of purchasers with FICO score over 700 (1) 76% 74% 72% % of purchasers with FICO score over 650 (1) 91% 91% 89% % of purchasers with FICO score over 600 (1) 98% 98% 97% (1) FICO scores of our customers who were U.S. citizens or residents who financed a vacation ownership purchase and for whom FICO scores were available.
During this home resort period, they can reserve occupancy based on the season and unit type purchased. Hyatt Vacation Club provides its owners exchange rights through Interval International. Eligible members may redeem their club points for World of Hyatt points, which may be redeemed at participating Hyatt-branded properties. In late 2023, we launched the BEYOND program for Hyatt Vacation Club.
During this home resort priority period, they can reserve occupancy based on the season and unit type purchased. Hyatt Vacation Club provides its owners exchange rights through Interval International. Eligible members may redeem their club points for World of Hyatt points, which may be redeemed at participating Hyatt-branded vacation ownership and hotel properties.
Generally, individuals are enrolled in the Interval Network by resort developers in connection with their purchase of VOIs from such resort developers. Members may also enroll directly, for instance, when they purchase a VOI through resale or an owners’ association at a resort that participates in the Interval Network.
Generally, individuals are enrolled in the Interval Network at the point of sale by resort developers in connection with their purchase of VOIs. Members may also self-enroll when they purchase a VOI through resale or an owners’ association at a resort that participates in the Interval Network.
Since becoming a standalone public company in 2011, our vacation ownership business has grown substantially, from 64 vacation ownership resorts and approximately 420,000 owners to approximately 120 vacation ownership resorts and approximately 700,000 owner families as of December 31, 2024.
Since becoming a standalone public company in 2011, our vacation ownership business has expanded from 64 resorts serving approximately 420,000 owners to 120 resorts serving approximately 700,000 owner families as of December 31, 2025.
We intend to continue to selectively pursue growth opportunities in North America and Asia Pacific by targeting high-quality inventory that allows us to add desirable new destinations to our system with new on-site sales locations in ways that optimize the timing of our capital investments.
We may selectively pursue growth opportunities by targeting high-quality inventory that allows us to selectively add desirable new destinations to our system with new on-site sales locations in ways that optimize the timing of our capital investments.
The terms of our management agreements generally range from three to ten years and are generally subject to periodic renewal for one to five year terms. Many of these agreements renew automatically unless either party provides advance notice of termination before the expiration of the term.
Cost reimbursements consist of actual expenses with no added margin. The terms of our management agreements generally range from three to ten years and are generally subject to periodic renewal for one to five year terms. Many of these agreements renew automatically unless either party provides advance notice of termination before the expiration of the term.
Through our relationship with Hyatt, our owners who are members of the World of Hyatt customer loyalty program generally have the ability to redeem their vacation ownership usage rights to access participating Hyatt-branded properties or other products and services offered through the World of Hyatt program. 4 Business Strategy Our strategic goal is to strengthen our leadership position in the vacation industry by further enhancing the vacation experience to help our members and owners live their lives to the fullest.
Through our relationship with Hyatt, our owners who are members of the World of Hyatt customer loyalty program generally have the ability to redeem their vacation ownership usage rights to access participating Hyatt-branded properties or other products and services offered through the World of Hyatt program. 4 Business Strategy Our strategic goal is to excel in the vacation industry by further enhancing the vacation experience for our owners and guests of every type.
In both regions, we are one of the largest lodging-branded vacation ownership companies operating in the upper upscale tier, with regional operators dominating the competitive landscape. Where possible, our vacation ownership properties in these regions are co-located with Marriott International branded hotels.
In both regions, we are one of the largest lodging-branded vacation ownership companies operating in the upper upscale tier, with regional operators dominating the competitive landscape. Where possible, our vacation ownership properties in these regions are co-located with Marriott International branded hotels. In Asia Pacific, our owner base is derived primarily from the Asia Pacific region.
($ in millions) 2024 Exchange & Third-Party Management Segment Revenues Management and exchange $ 182 Rental 40 Cost reimbursements 9 TOTAL REVENUES $ 231 Membership Programs, Products and Services Exchange Products - Interval Network Interval International’s principal membership program is the Interval Network, which is comprised of more than 3,200 affiliated resorts in over 90 countries and territories.
($ in millions) 2025 Exchange & Third-Party Management Segment Revenues Management and exchange $ 170 Rental 35 Cost reimbursements 8 TOTAL REVENUES $ 213 Membership Programs, Products and Services Exchange Products - Interval Network Interval International’s principal membership program is the Interval Network, which is comprised of more than 3,200 affiliated resorts in over 90 countries and territories.
Our business operates in two reportable segments: Vacation Ownership and Exchange & Third-Party Management. 2024 ($ in millions) Segment Revenue % of Segment Revenue Vacation Ownership $ 4,730 95% Exchange & Third-Party Management 231 5% Total Segment Revenue $ 4,961 100% The Vacation Ownership Industry The vacation ownership industry (also known as the timeshare industry) enables customers to share ownership and use of fully-furnished vacation accommodations.
Our business operates in two reportable segments: Vacation Ownership and Exchange & Third-Party Management. 2025 ($ in millions) Segment Revenue % of Segment Revenue Vacation Ownership $ 4,805 96% Exchange & Third-Party Management 213 4% Total Segment Revenue $ 5,018 100% The Vacation Ownership Industry The vacation ownership industry, also known as the timeshare industry, enables customers to share ownership and use of fully-furnished vacation accommodations.
We continue to receive positive feedback from our associates about our inclusive work environment, as Inclusion and Diversity was the highest rated workplace topic on our 2024 annual associate engagement survey.
We continue to receive positive feedback from our associates about our inclusive work environment, as our Inclusive Culture Index was the highest rated workplace topic on our 2025 annual associate engagement survey.
As part of the Mercer Best Employers 2024 assessment, we conducted an associate survey that achieved a 93% response rate, which demonstrated a strong level of overall associate engagement.
As part of the Mercer Best Employers 2025 assessment, we conducted an associate survey that achieved a 92% response rate and an 81% overall engagement score, which demonstrated a strong level of overall associate engagement.
As of December 31, 2024, approximately 40% of total Interval Network members were traditional members and approximately 60% were corporate members. 15 Members of the Interval Network are offered the ability to exchange points or usage rights in their VOI for accommodations generally of comparable trading value to those relinquished, based on factors including location, quality, seasonality, unit attributes and time of relinquishment prior to occupancy.
Members of the Interval Network are offered the ability to exchange points or usage rights in their VOI for accommodations generally of comparable trading value to those relinquished, based on factors including location, quality, seasonality, unit attributes and time of relinquishment prior to occupancy.
We believe that developers and owners’ associations generally choose to affiliate with an exchange network based on the quality of resorts participating in the network; the level of service provided to members; the range and level of support services; the flexibility of the exchange program; the demographics of the membership base; the costs for annual membership and exchanges; and the continuity of management and its strategic relationships within the industry. 17 Regulation Our business is heavily regulated and compliance with regulations has a significant impact on our results of operations.
We believe that developers and owners’ associations generally choose to affiliate with an exchange network based on the quality of resorts participating in the network; the level of service provided to members; the range and level of support services; the flexibility of the exchange program; the demographics of the membership base; the costs for annual membership and exchanges; and the continuity of management and its strategic relationships within the industry.
Regis Residence Club and The Luxury Collection 3 83 Hyatt Vacation Club 22 2,693 Other 2 458 119 31,598 Hotels Location Sheraton Kauai Resort Kauai, HI The Westin Resort & Spa, Cancun Cancun, Mexico Hyatt Highlands Inn Carmel, CA EXCHANGE & THIRD-PARTY MANAGEMENT SEGMENT Our Exchange & Third-Party Management segment is comprised of the Interval International and Aqua-Aston businesses.
Regis Residence Club and The Luxury Collection 3 83 Hyatt Vacation Club 22 2,672 Other 2 458 120 31,640 Hotels Location Sheraton Kauai Resort Kauai, HI The Westin Resort & Spa, Cancun (1) Cancun, Mexico Hyatt Highlands Inn Carmel, CA (1) We sold this hotel in January 2026. 14 EXCHANGE & THIRD-PARTY MANAGEMENT SEGMENT Our Exchange & Third-Party Management segment is comprised of the Interval International and Aqua-Aston businesses.
Some laws, regulations and policies may impact multiple areas of our business, such as securities, anti-discrimination, anti-fraud, Americans with Disabilities Act, data protection and security, anti-corruption and bribery laws and regulations or government economic sanctions, including applicable regulations of the Consumer Financial Protection Bureau (the “CFPB”), the U.S. Department of the Treasury’s Office of Foreign Asset Control and the U.S.
Some laws, regulations and policies may impact multiple areas of our business, such as securities, anti-discrimination, anti-fraud, access for those with disabilities, data protection and security, artificial intelligence, anti-corruption and bribery laws and regulations or government economic sanctions, including applicable regulations of the Consumer Financial Protection Bureau (the “CFPB”), the U.S.
Competitive Strengths A leading global vacation ownership and exchange company We are one of the world’s largest vacation ownership companies, based on number of owners, members, and resorts and revenues.
Competitive Strengths Global scale, diversified platform, and strong brand access We are one of the world’s largest vacation ownership and exchange companies based on the number of owners, members, resorts, and revenues.
Regulators in many jurisdictions have increased regulations and enforcement actions related to telemarketing operations, including requiring adherence to the federal Telephone Consumer Protection Act and similar “do not call” legislation. These measures have significantly increased the costs and reduced the efficiencies associated with telemarketing.
Many jurisdictions regulate telemarketing operations, including requiring adherence to the federal Telephone Consumer Protection Act and similar “do not call” legislation. These measures significantly increase the costs and reduce the efficiencies associated with telemarketing.
Since 2000, we have issued approximately $10 billion of debt securities in securitization transactions in the ABS market, excluding amounts securitized through warehouse credit facilities or private bank transactions. We retain the servicing and collection responsibilities for the loans we securitize, for which we receive a servicing fee.
Since 2000, we have issued approximately $10.7 billion of debt securities in securitization transactions in the ABS market, excluding amounts securitized through warehouse credit facilities or private bank transactions.
In addition, vacation clubs and resort developers may have direct exchange relationships with other developers.
Increased consolidation in the industry enhances this competition. In addition, vacation clubs and resort developers may have direct exchange relationships with other developers.
We also receive revenues that represent reimbursement for certain costs we incur under our management agreements, which are principally payroll-related costs at the locations where we employ the associates providing on-site services, costs associated with property refurbishments, and insurance. Cost reimbursements consist of actual expenses with no added margin.
We also receive revenues that represent reimbursement for certain costs we incur under our management agreements, which costs are principally payroll-related costs at the locations where we employ the associates providing on-site services (such as housekeeping or landscaping), costs associated with property refurbishments (including those where we act as the project manager), and insurance costs.
He served as the Company’s Senior Vice President of Strategy and FP&A from June 2019 to December 2021 and Vice President - Corporate Finance from May 2014 to June 2019. Prior to joining the Company in 2014, Mr. Marino worked at Cantor Commercial Real Estate, L.P. from 2013 to 2014 as Managing Director, Head of Business Development and Corporate Finance.
He served as the Company’s Senior Vice President of Strategy and FP&A from June 2019 to December 2021 and Vice President - Corporate Finance from May 2014 to June 2019. Prior to joining the Company in 2014, Mr.
Financing We offer financing to qualified customers for the purchase of most types of our vacation ownership products. As a result, we earn interest income on loans that we provide to purchasers of our VOIs, as well as loan servicing and other fees.
As a result, we earn interest income on loans that we provide to purchasers of our VOIs, as well as loan servicing and other fees.
Management fees consist of a base management fee and, in some instances for hotels or condominium resorts, an incentive management fee which is generally a percentage of operating profits or improvement in operating profits.
Revenue is derived principally from fees for management of the hotel, condominium resort, or owners’ association as well as related rental services. Management fees consist of a base management fee and, in some instances for hotels or condominium resorts, an incentive management fee which is generally a percentage of operating profits or improvement in operating profits.
This business also faces increasing competition from points‑based vacation clubs and large resort developers, which operate their own internal exchange systems to facilitate exchanges for owners of VOIs at their resorts as they increase in size and scope. Increased consolidation in the industry enhances this competition.
Our Interval International exchange business principally competes for developer and consumer market share with Travel + Leisure Co.’s subsidiary, RCI. This business also faces increasing competition from points‑based vacation clubs and large resort developers, which operate their own internal exchange systems to facilitate exchanges for owners of VOIs at their resorts as they increase in size and scope.
Capital efficient business model providing strong cash flow and financial flexibility We believe that our scale, recurring revenue fee streams and enhanced margin profile enables us to maintain flexibility for continued organic growth, strategic acquisitions, debt repayment, and return of capital to stockholders.
Capital-efficient business model generating strong cash flow and financial flexibility Our scale, recurring fee‑based revenue streams, and enhanced margin profile provide meaningful financial flexibility to support organic growth, strategic acquisitions, debt reduction, and return of capital to stockholders.
Global Exchange Opportunities Most of our vacation ownership products, including our Marriott Vacation Club-, Sheraton Vacation Club-, Westin Vacation Club-, and Hyatt Vacation Club-branded products, are affiliated with the Interval Network, the high-quality membership brand that serves as the gateway to premium vacation experiences.
We sell VOIs as a contractual right-to-use product subject to a finite term in Asia Pacific and Europe. Global Exchange Opportunities Most of our vacation ownership products, including our Marriott and Hyatt -branded products, are affiliated with the Interval Network, the high-quality membership brand that serves as the gateway to premium vacation experiences.
All owners, whether they purchase directly from us or on the secondary market, are responsible for the annual maintenance fees, property taxes and any assessments that are levied by the relevant owners’ association, as well as any exchange service membership dues or service fees.
All owners, whether they purchase directly from us or on the secondary market, are responsible for the annual maintenance fees, property taxes and any assessments that are levied by the relevant owners’ association, as well as any exchange service membership dues or service fees. 11 Management Activities We enter into a management agreement with the owners’ association or other governing body at our resorts and, when a trust holds interests in resorts, with the trust’s governing body.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeOur project development activities entail risks that may cause project delays or increased project costs and therefore may adversely impact our results of operations, cash flows and financial condition, including: • construction delays or cost overruns; • shortages of skilled labor; • claims for construction defects, including claims by purchasers and owners’ associations; • the discovery of hazardous or toxic substances, or other environmental, culturally-sensitive, or related issues; • an inability to timely obtain required governmental permits and authorizations; • compliance with zoning, building codes and other local regulations; • performance by third parties involved in the financing and development of our projects; • the cost or availability of raw materials; and • interference of weather-related, geological or other events, such as hurricanes, earthquakes, floods, tsunamis, fires, and volcanic eruptions. 33 Our resort management business may be adversely affected by the loss of management contracts, failure of resorts to comply with brand standards, increased maintenance fees and disagreements with owners.
Biggest changeThese risks include construction delays or cost overruns; shortages of skilled labor; claims for construction defects, including claims by purchasers and owners’ associations; the discovery of hazardous or toxic substances, or other environmental, culturally-sensitive, or related issues; an inability to timely obtain required governmental permits and authorizations; compliance with zoning, building codes and other local regulations; performance by third parties involved in the financing and development of our projects; the cost or availability of raw materials; and interference of weather-related, geological or other events, such as hurricanes, earthquakes, floods, tsunamis, fires, and volcanic eruptions.
In addition, the transactions in which we have securitized vacation ownership notes receivable contain certain portfolio performance requirements related to default and delinquency rates, which, if not met, would result in loss or disruption of cash flow until portfolio performance sufficiently improves to satisfy the requirements.
In addition, the transactions in which we have securitized vacation ownership notes receivable contain certain portfolio performance requirements related to default and delinquency rates, which, if not met, would result in loss or disruption of cash flow until portfolio performance sufficiently improves to satisfy the requirements.
This geographic concentration of properties increases the risk of a negative effect on our results of operations if these areas are affected by severe weather, man-made disasters or adverse economic and competitive conditions. 29 If we are not able to successfully identify, finance, integrate and manage costs related to acquisitions, our business operations and financial position could be adversely affected.
This geographic concentration of properties increases the risk of a negative effect on our results of operations if these areas are affected by severe weather, man-made disasters or adverse economic and competitive conditions. If we are not able to successfully identify, finance, integrate and manage costs related to acquisitions, our business operations and financial position could be adversely affected.
If a branded hotel property with which one of our resorts is co-located ceases to be operated by or affiliated with the same brand as our resort, which has happened in the past, we could lose benefits such as shared amenities, infrastructure and staff, integration of services, and other cost efficiencies.
If a branded hotel property with which one of our resorts is co-located ceases to be operated by or affiliated with the same brand as our resort, which has happened in the past, we could lose benefits such as shared amenities, 31 infrastructure and staff, integration of services, and other cost efficiencies.
A significant cybersecurity incident or theft, 26 loss, disclosure, or fraudulent use of our customer, employee or company data could adversely impact our reputation and result in remedial and other expenses, fines, penalties or litigation, any of which may be exacerbated by a delay or failure to detect a cybersecurity incident or the full extent of such incident.
A significant cybersecurity incident or theft, loss, disclosure, or fraudulent use of our customer, employee or company data could adversely impact our reputation and result in remedial and other expenses, fines, penalties or litigation, any of which may be exacerbated by a delay or failure to detect a cybersecurity incident or the full extent of such incident.
In addition, we could lose the management contract for the property and, to the extent such property operates under a licensed brand, the property may lose operating rights under the associated brand. We may also incur liabilities or losses in the operation of our business that are only partially covered by insurance, or not covered at all.
In addition, we could lose the 33 management contract for the property and, to the extent such property operates under a licensed brand, the property may lose operating rights under the associated brand. We may also incur liabilities or losses in the operation of our business that are only partially covered by insurance, or not covered at all.
To the extent that we and our subsidiaries incur additional indebtedness or such other obligations, the risks associated with our substantial indebtedness described above will increase. If the default rates or other credit metrics underlying our vacation ownership notes receivable deteriorate, our vacation ownership notes receivable securitization program and VOI financing program could be adversely affected.
To the extent that we incur additional indebtedness or such other obligations, the risks associated with our substantial indebtedness described above will increase. If the default rates or other credit metrics underlying our vacation ownership notes receivable deteriorate, our vacation ownership notes receivable securitization program and VOI financing program could be adversely affected.
The existence of a share repurchase program could cause our stock price to be higher than it would be absent the program and could reduce market liquidity for our stock. Use of our funds to repurchase shares could diminish our cash reserves, which may impact our ability to finance growth, pursue strategic opportunities, and discharge liabilities.
The existence 36 of a share repurchase program could cause our stock price to be higher than it would be absent the program and could reduce market liquidity for our stock. Use of our funds to repurchase shares could diminish our cash reserves, which may impact our ability to finance growth, pursue strategic opportunities, and discharge liabilities.
Our insurance might not be sufficient in type or amount to cover us against such claims or losses. Any of the foregoing could materially adversely affect our business, financial condition and results of operations. Our use of AI technologies may not be successful and may present business, compliance, and reputational risks.
Our insurance might not be sufficient in type or amount to cover us against such claims or losses. Any of the foregoing could materially adversely affect our business, financial condition and results of operations. 26 Our use of AI technologies may not be successful and may present business, compliance, and reputational risks.
Failure to achieve the anticipated benefits of any acquisition may adversely affect our financial condition, operating results and prospects. Acquisitions may also significantly increase our debt or result in dilutive issuances of our equity securities, impairments of assets or substantial amortization expenses associated with other intangible assets.
Failure to achieve the anticipated benefits of any acquisition may adversely affect our financial condition, operating results and prospects. 29 Acquisitions may also significantly increase our debt or result in dilutive issuances of our equity securities, impairments of assets or substantial amortization expenses associated with other intangible assets.
Borrower defaults have caused, 32 and may continue to cause, us to foreclose on vacation ownership notes receivable and reclaim ownership of the financed interests, both for loans that we have not securitized and in our role as servicer for the vacation ownership notes receivable we have securitized through the ABS market or the Warehouse Credit Facility.
Borrower defaults have caused, and may continue to cause, us to foreclose on vacation ownership notes receivable and reclaim ownership of the financed interests, both for loans that we have not securitized and in our role as servicer for the vacation ownership notes receivable we have securitized through the ABS market or the Warehouse Credit Facility.
System interruption, delays, obsolescence, loss of critical data and lack of 27 integration and redundancy in our information technology systems and infrastructure may adversely affect our ability to provide services, operate websites, process and fulfill transactions, respond to customer inquiries and generally maintain cost-efficient operations.
System interruption, delays, obsolescence, loss of critical data and lack of integration and redundancy in our information technology systems and infrastructure may adversely affect our ability to provide services, operate websites, process and fulfill transactions, respond to customer inquiries and generally maintain cost-efficient operations.
The termination of our license agreements with Marriott International, Hyatt or their affiliates would materially harm our business and results of operations and materially impair our ability to market and sell our products and maintain our competitive position, and could have a material adverse effect on our financial position, results of operations or cash flows.
The termination of our license agreements with Marriott International, Hyatt or their affiliates could materially harm our business and results of operations and materially impair our ability to market and sell our products and maintain our competitive position, and could have a material adverse effect on our financial position, results of operations or cash flows.
Such debt acceleration could make it more difficult for us to attract potential buyers or to consummate a change in control transaction that would otherwise be beneficial to our stockholders. Item 1B. Unresolved Staff Comments None. 37
Such debt acceleration could make it more difficult for us to attract potential buyers or to consummate a change in control transaction that would otherwise be beneficial to our stockholders. Item 1B. Unresolved Staff Comments None.
Our inability or failure to meet, or the perceived failure to meet, such stakeholders’ expectations, as well as adverse incidents, could negatively impact our stock price, results of operations, or reputation and increase our cost of capital. Risks related to our vacation ownership business.
Our inability or failure to meet, or the perceived failure to meet, such stakeholders’ expectations, as well as adverse incidents, could negatively impact our stock price, results of operations, or reputation and increase our cost of capital. 30 Risks related to our vacation ownership business.
The positioning and offerings of any of these brands or their related customer loyalty programs could change in a manner that adversely affects our business. 31 Marriott International or Hyatt could compete with our vacation ownership business in the future.
The positioning and offerings of any of these brands or their related customer loyalty programs could change in a manner that adversely affects our business. Marriott International or Hyatt could compete with our vacation ownership business in the future.
In addition, we would not be able to use the brand websites as channels through which to rent available inventory, which would cause our rental revenue to decline materially.
In addition, we would not be able to use the brand websites as channels through which to rent available inventory, which could cause our rental revenue to decline materially.
Competitive pressures may cause us to reduce our fee structure or potentially modify our business models, which could adversely affect our business, financial condition and results of operations. Our principal exchange network administered by Interval International included more than 3,200 resorts located in over 90 countries and territories as of December 31, 2024.
Competitive pressures may cause us to reduce our fee structure or potentially modify our business models, which could adversely affect our business, financial condition and results of operations. Our principal exchange network administered by Interval International included more than 3,200 resorts located in over 90 countries and territories as of December 31, 2025.
The cost of our compliance with privacy laws has increased and may continue to increase as laws change and we expand into new jurisdictions. If we are not able to develop adequate alternative marketing strategies, our sales may be adversely affected. We also obtain access to potential customers from travel service providers and other companies.
The cost of our compliance with privacy laws has increased and may continue to increase as laws change and we expand into new jurisdictions. If we are not able to develop adequate alternative marketing strategies, our sales may be adversely affected. We also obtain access to potential customers from travel service providers and other companies, including our licensors.
Our brands compete with the vacation ownership brands of major hotel chains in national and international venues, as well as with the vacation rental options (such as hotels, resorts and condominium rentals) offered by the lodging industry. Our competitors may have greater access to capital resources and broader marketing, sales and distribution capabilities than we do.
Our brands compete with the vacation ownership brands of major hotel chains in national and international venues, as well as with the vacation rental options (such as hotels, resorts and condominium or apartment rentals) offered by the lodging industry. Our competitors may have greater access to capital resources and broader marketing, sales and distribution capabilities than we do.
Adverse changes in the perceived or actual economic climate, including higher unemployment rates, declines in income levels, inflation, recession and loss of personal wealth resulting from the impact of a future Health Crisis may negatively affect travel demand for a prolonged period.
Adverse changes in the perceived or actual economic climate, including higher unemployment rates, declines in income levels, inflation, recession and loss of personal wealth whether or not resulting from the impact of a future Health Crisis may negatively affect travel demand for a prolonged period.
If a resort fails to comply with applicable brand standards, the applicable licensor could terminate our rights to use its trademarks at the resort, which could result in the loss of management fees, decreased customer satisfaction, and impairment of our ability to market and sell our products at the non-compliant locations.
If a resort fails to comply with applicable brand standards, the applicable licensor could terminate our rights to use its trademarks at the resort, which could result in the loss of management fees, decreased customer satisfaction, and impair our ability to market and sell our products at the non-compliant locations.
We may incur substantially more debt, which could exacerbate further the risks associated with our leverage. We and our subsidiaries may incur substantial additional indebtedness in the future, including secured indebtedness, as well as obligations that do not constitute indebtedness as defined in our debt agreements.
We may incur substantially more debt, which could exacerbate further the risks associated with our leverage. We may incur substantial additional indebtedness in the future, including secured indebtedness, as well as obligations that do not constitute indebtedness as defined in our debt agreements.
Risks related to ownership of our common stock. Our share repurchase program may not enhance long-term stockholder value and could increase the volatility of the market price of our common stock and diminish our cash. Our share repurchase program does not obligate us to repurchase any shares of our common stock.
Our share repurchase program may not enhance long-term stockholder value and could increase the volatility of the market price of our common stock and diminish our cash. Our share repurchase program does not obligate us to repurchase any shares of our common stock.
Changes in tax and other revenue raising laws, regulations and policies in the jurisdictions where we do business could impose new restrictions, costs or prohibitions on our practices and negatively impact our results of operations.
Changes in tax regulations or their interpretation could negatively impact our cash flows and results of operations. Changes in tax and other revenue raising laws, regulations and policies in the jurisdictions where we do business could impose new restrictions, costs or prohibitions on our practices and negatively impact our results of operations.
The payment of certain cash dividends may also result in an adjustment to the conversion rate of the Convertible Notes and related warrants in a manner adverse to us.
The payment of certain cash dividends has and may in the future result in an adjustment to the conversion rate of the Convertible Notes and related warrants in a manner adverse to us.
If ABS issued in our securitization programs are downgraded by credit agencies in the future, our ability to complete securitization transactions on acceptable terms or at all could be jeopardized, and we could be forced to rely on other potentially more expensive and less attractive funding sources, to the extent available.
If ABS issued in our securitization programs are downgraded by credit agencies in the future, our ability to complete securitization transactions on acceptable terms or at all could be jeopardized, and we could be forced to rely on other potentially more expensive and less attractive funding sources, to the extent available. 35 We are subject to risks relating to our convertible notes.
We finance more than half of our VOI sales. While we adjust interest rates on our financing programs from time to time, such changes are typically not made in lockstep with the timing and magnitude of changes in broader market rates.
We finance more than half of our VOI sales. While we adjust interest rates on our financing programs from time to time, such changes are typically not made in lockstep with the timing and magnitude of changes in broader market rates. Increasing our financing rates could negatively impact VOI sales and financing propensity.
Risks related to our indebtedness. Our indebtedness may restrict our operations. As of December 31, 2024, we had approximately $3 billion of total corporate indebtedness outstanding and could borrow an additional $607 million under a revolving corporate credit facility with a borrowing capacity of $750 million (the “Revolving Corporate Credit Facility”).
Risks related to our indebtedness. Our indebtedness may restrict our operations. As of December 31, 2025, we had approximately $3.6 billion of total corporate indebtedness outstanding and could borrow an additional $787 million under a revolving corporate credit facility with a borrowing capacity of $800 million (the “Revolving Corporate Credit Facility”).
Spanish court rulings voiding certain timeshare contracts have increased our exposure to litigation that may materially adversely affect our business and financial condition. A series of Spanish court rulings starting in 2015 (“2015 Rulings”) increased our exposure to litigation that may materially adversely affect our business and financial condition.
A series of Spanish court rulings starting in 2015 (“2015 Rulings”) increased our exposure to litigation that may materially adversely affect our business and financial condition.
We may not achieve our objectives from these efforts. In addition, third parties may be more successful in the use of AI or create technologies that could require us to change how we currently operate certain of our businesses.
In addition, third parties may be more successful in the use of AI or create technologies that could require us to change how we currently operate certain of our businesses.
Selling VOIs in a system of resorts under a points-based business model increases the risk of temporary inventory depletion. Currently, our VOI sales are made primarily through a limited number of trust entities that issue VOIs.
Our points-based product forms expose us to an increased risk of temporary inventory depletion. Selling VOIs in a system of resorts under a points-based business model increases the risk of temporary inventory depletion. Currently, our VOI sales are made primarily through a limited number of trust entities that issue VOIs.
The departure of a key executive or associate or the failure to ensure an effective transfer of knowledge and a smooth transition upon such departure may be disruptive to the business and could hinder our strategic planning and execution.
Effective succession planning is also important to our long-term success. The departure of a key executive or associate or the failure to ensure an effective transfer of knowledge and a smooth transition upon such departure may be disruptive to the business and could hinder our strategic planning and execution.
In 2023, our cost to insure our properties in these areas increased significantly. Our insurance costs may rise again and coverage levels may decrease for properties in these areas as a result of the number and magnitude of recent natural disasters in these areas.
Our insurance costs may rise again and coverage levels may decrease for properties in these areas as a result of the number and magnitude of recent natural disasters in these areas.
We use, and are expanding our use of, machine learning and AI technologies in our products and processes. If we fail to keep pace with rapidly evolving AI technological developments, our competitive position and business results may be negatively impacted. Our use of AI technologies requires resources to develop, test and maintain such products, which is costly.
We use, and are expanding our use of, machine learning and AI technologies in our products and processes. If we fail to keep pace with rapidly evolving AI technological developments, our competitive position and business results may be negatively impacted.
We are subject to risks relating to our convertible notes. Holders of our convertible notes may convert the convertible notes after the occurrence of certain dates or events. See Footnote 16 “Debt” to our Financial Statements for additional information.
Holders of our convertible notes may convert the convertible notes after the occurrence of certain dates or events. See Footnote 15 “Debt” to our Financial Statements for additional information.
If we are unable to hire and retain employees capable of performing at a high level, our business, including our cash flows, results of operations, owner, guest and associate satisfaction and reputation, could be adversely affected. Significant inflation, higher interest rates or deflation could adversely affect our business and financial results.
If we are 24 unable to hire and retain employees capable of performing at a high level, our business, including our cash flows, results of operations, owner, guest and associate satisfaction and reputation, could be adversely affected.
Changes in privacy laws could adversely affect our ability to market our products effectively. We rely on a variety of marketing techniques, including digital marketing (e-mail), telemarketing, postal mailings, websites and social media.
Allegations of our failure to comply with applicable laws could adversely affect our business, financial condition, and reputation. 25 Changes in privacy laws could adversely affect our ability to market our products effectively. We rely on a variety of marketing techniques, including digital marketing (e-mail), telemarketing, postal mailings, websites and social media.
The Corporate Credit Facility also requires us to maintain a specified leverage ratio. These restrictions could restrict our flexibility to react to changes in our businesses, industries and economic conditions and increase borrowing costs.
The Corporate Credit Facility also requires us to not exceed a maximum first lien 34 leverage ratio and maintain a minimum interest coverage ratio. These restrictions could restrict our flexibility to react to changes in our businesses, industries and economic conditions and increase borrowing costs.
Our real estate development activities, marketing and sales activities, lending activities and resort management activities are also heavily regulated. In addition, a myriad of laws, regulations and policies impact multiple areas of our business, such as those regulating the sale and offer of securities, anti-discrimination, anti-fraud, environmental and social matters, data protection, anti-corruption and bribery or implementing government economic sanctions.
In addition, a myriad of laws, regulations and policies impact multiple areas of our business, such as those regulating the sale and offer of securities, anti-discrimination, anti-fraud, environmental and social matters, data protection, anti-corruption and bribery or implementing government economic sanctions.
The warrants could have a dilutive effect on our shares of common stock to the extent that the market price per share exceeds the applicable strike price of the warrants on one or more of the applicable expiration dates.
The warrants could have a dilutive effect on our shares of common stock to the extent that the market price per share exceeds the applicable strike price of the warrants on one or more of the applicable expiration dates. Alternatively, if settled in cash, the warrants could have a negative impact on cash flow and liquidity.
Alternatively, if settled in cash, the warrants could have a negative impact on cash flow and liquidity. 36 In connection with establishing their initial hedges of the convertible note hedges and the warrants, the hedge counterparties and their respective affiliates advised us that they expected to purchase shares of our common stock in secondary market transactions and enter into various derivative transactions with respect to our common stock.
In connection with establishing their initial hedges of the convertible note hedges and the warrants, the hedge counterparties and their respective affiliates advised us that they expected to purchase shares of our common stock in secondary market transactions and enter into various derivative transactions with respect to our common stock.
If we are unable to recover any of the principal amount of the loan from a defaulting borrower, or if the allowances for losses from such defaults are inadequate, the revenues and profits that we derive from the vacation ownership business could be reduced materially. Our points-based product forms expose us to an increased risk of temporary inventory depletion.
If we are unable to recover any of the principal amount of the loan from a defaulting borrower, or if the allowances for losses from such defaults are inadequate, the revenues and profits that we derive from the vacation ownership business could be reduced materially.
Fear of exposure to contagious illnesses, natural or man-made disasters, the physical effects of climate change, such as more frequent or severe storms, droughts, hurricanes, wildfires, erosion and flooding, weakened consumer 24 confidence, limited availability or increased costs of consumer credit and damage to infrastructure caused by natural or man-made disasters and other causes that impede travel have caused, and may in the future cause, travelers to delay or cancel plans to tour or visit our resorts.
Fear of exposure to contagious illnesses, natural or man-made disasters, the physical effects of climate change, such as more frequent or severe storms, droughts, hurricanes, wildfires, erosion and flooding, weakened consumer confidence, limited availability or increased costs of consumer credit, damage to infrastructure caused by natural or man-made disasters, changes in government policies affecting travel such as modifications to visa processing, entry requirements, border controls, or other travel-related regulations or policies or other changes that impact travelers’ interest in traveling to locations in which our resorts are located, and other causes that impede travel have caused, and may in the future cause, travelers to delay or cancel plans to tour or visit our resorts.
In addition, we depend on third parties to make certain benefits available to members of the Interval International exchange network. The loss of such benefits could result in a decrease in the number of Interval International members, which could have a material adverse effect on our business, financial condition and results of operations.
The loss of such benefits could result in a decrease in the number of Interval International members, which could have a material adverse effect on our business, financial condition and results of operations.
For example, we could lose licenses or registrations required to operate our business, sales contracts for our products could be void or voidable, we may incur fines or other sanctions, and our exposure to litigation may increase. Allegations of our failure to comply with applicable laws could adversely affect our business, financial condition, and reputation.
For example, we could lose licenses or registrations required to operate our business, sales contracts for our products could be void or voidable, we may incur fines or other sanctions, and our exposure to litigation may increase.
In addition, changes to our assumptions and estimates used to determine the fair value of our assets or actual operating results that are lower than our current estimates could result in impairment losses and require us to write off all or a portion of our assets. See the “Critical Accounting Estimates” section of Item 7.
In addition, changes to our assumptions and estimates used to determine the fair value of our assets or actual operating results that are lower than our current estimates could result in impairment losses and require us to write off all or a portion of our assets. For example, in 2025, we incurred $577 million in impairment losses in the aggregate.
The effects of such competition on our exchange business are more pronounced as the proportion of vacation club corporate members in the Interval Network increases. 28 Our businesses also compete for leisure travelers with other leisure lodging operators, including both independent and branded properties, as well as with alternative lodging marketplaces, which operate websites that market furnished, privately-owned residential properties throughout the world which can be rented on a nightly, weekly or monthly basis.
Our businesses also compete for leisure travelers with other leisure lodging operators, including both independent and branded properties, as well as with alternative lodging marketplaces, which operate websites that market furnished, privately-owned residential properties throughout the world which can be rented on a nightly, weekly or monthly basis.
If our counterparties default on their obligations, or exercise their right to sell inventory to a different buyer, we may not acquire the inventory we expect on time or at all, or it may not be within agreed upon specifications.
These transactions expose us to additional risk as we will not control development activities or timing of development completion. If our counterparties default on their obligations, or exercise their right to sell inventory to a different buyer, we may not acquire the inventory we expect on time or at all, or it may not be within agreed upon specifications.
Inflation can adversely affect us by increasing the costs of carrying unsold inventory, development and other corporate capital expenditures, materials and labor, service contracts, insurance, technology and related hardware or equipment, and interest rates. All of these factors can decrease the affordability of our products and services.
Significant inflation, higher interest rates or deflation could adversely affect our business and financial results. Inflation can and has adversely affected us by increasing the costs of carrying unsold inventory, development and other corporate capital expenditures, materials and labor, service contracts, insurance, technology and related hardware or equipment, and interest rates.
In a high inflationary environment, we may be unable to raise the price of our products and services in a proportional manner, which could reduce our operating margins, including in our financing business, and negatively impact our results or operations.
All of these factors can and at times have decreased the affordability of our products and services. In a high inflationary environment, we may be unable to raise the price of our products and services in a proportional manner, which at times has reduced and in the future could reduce, our operating margins and negatively impact our results or operations.
We may not have sufficient surplus under Delaware law to be able to pay any dividends, which may result from extraordinary cash expenses, actual expenses exceeding contemplated costs, funding of capital expenditures or increases in reserves. Anti-takeover provisions in our organizational documents, Delaware law and in certain of our agreements could delay or prevent a change in control.
We may not have sufficient surplus under Delaware law to be able to pay dividends, which may result from extraordinary cash expenses, actual expenses exceeding contemplated costs, funding of capital expenditures or increases in reserves.
If any holders elect to convert their convertible notes, we may elect to settle all or a portion of our conversion obligation through the payment of cash, which could adversely affect our liquidity. The way we account for our convertible notes may impact our financial results and the market price of our common stock.
If any holders elect to convert their convertible notes, we may elect to settle all or a portion of our conversion obligation through the payment of cash, which could adversely affect our liquidity. We are subject to risks relating to our convertible note hedges and warrants.
If the inventory available for sale for a particular trust were to be depleted before new inventory is added and available for sale, we would be required to temporarily suspend sales until inventory is replenished or shift to selling an alternative product, which may increase marketing and sales costs and lower volume per guest (“VPG”).
If the inventory available for sale for a particular trust were to be 32 depleted before new inventory is added and available for sale, we may be required to temporarily suspend sales until inventory is replenished, shift to selling an alternative product or buy additional inventory at a higher cost, which happened in Thailand in 2025.
In connection with our vacation ownership business, we provide loans to purchasers to finance their purchase of VOIs. Accordingly, we are subject to the risk that those borrowers may default on the financing that we provide. The risk of borrower defaults may increase due to man-made or natural disasters, recessions or other economic downturns that cause financial hardship for borrowers.
In connection with our vacation ownership business, we provide loans to purchasers to finance their purchase of VOIs. Accordingly, we are subject to the risk that those borrowers may default on the financing that we provide.
We could also lose our on-site access to hotel customers, including brand customer loyalty program members, at such resorts, which is a cost-effective marketing channel for our vacation ownership products, and our sales may decline. We may not have inventory available for sale when needed or we may have excess inventory.
We could also lose our on-site access to hotel customers, including brand customer loyalty program members, at such resorts, which is a cost-effective marketing channel for our vacation ownership products, and our sales may decline. The sale of VOIs in the secondary market by existing owners could cause our sales revenues, margins, and results of operations to decline.
The 2023 wildfires in Maui also resulted in the temporary closure of our resorts and sales centers in Maui, which had an adverse effect on our business and results of operations for 2023 and 2024. At times, beach access at our resorts and our managed resorts has been impeded by weather conditions or due to the effects of erosion.
The 2023 wildfires in Maui also resulted in the temporary closure of our resorts and sales centers in Maui, which had an adverse effect on our business and results of operations for 2023 and 2024.
Owners of our VOIs are required to pay maintenance fees to maintain and refurbish the vacation ownership properties and keep them in compliance with brand standards.
Our resort management business may be adversely affected by the loss of management contracts, failure of resorts to comply with brand standards, increased maintenance fees and disagreements with owners. Owners of our VOIs are required to pay maintenance fees to maintain and refurbish the vacation ownership properties and keep them in compliance with brand standards.
Downgrades in our ratings could adversely affect our businesses, cash flows, financial condition, operating results and share and debt prices, as well as our ability to meet our obligations under our capital efficient inventory acquisitions. 35 Failure to make scheduled cash payments on our existing debt, or to comply with the restrictive covenants and other requirements in our debt agreements, could result in an event of default, which, if not cured or waived, could result in acceleration of our debt repayment obligations.
Failure to make scheduled cash payments on our existing debt, or to comply with the restrictive covenants and other requirements in our debt agreements, could result in an event of default, which, if not cured or waived, could result in acceleration of our debt repayment obligations.
The failure to secure the renewal of affiliation agreements with developers with corporate member relationships, where the developer renews Interval International membership fees for all of its active owners, has a greater adverse effect.
The failure to secure the renewal of affiliation agreements with developers with corporate member relationships, where the developer renews Interval International membership fees for all of its active owners, has a greater adverse effect. The loss or renegotiation on less favorable terms of several of our largest affiliation agreements could materially adversely impact our financial condition and results of operations.
Our ability to process exchanges for members and to find purchasers and renters for accommodations we market or manage, as well as the need for the vacation rental and property management services we provide, largely depends on the continued desirability of the key vacation destinations in which our branded, managed or exchange properties are concentrated.
In addition, demand for our products and services may decrease if the cost of travel, including the cost of transportation and fuel, increases, airlift to vacation destinations decreases, airline or airport disruptions, flight cancellations or unreliability of various modes of transportation increases, or if general economic conditions decline. 23 Our ability to process exchanges for members and to find purchasers and renters for accommodations we market or manage, as well as the need for the vacation rental and property management services we provide, largely depends on the continued desirability of the key vacation destinations in which our branded, managed or exchange properties are concentrated.
Our accounting policies are critical to the manner in which we present our results of operations and financial condition. Many of these policies, including policies relating to the recognition of revenue, determination of cost of sales and evaluation of our assets for impairment, are highly complex and involve many assumptions, estimates and judgments.
Many of these policies, including policies relating to the recognition of revenue, determination of cost of sales and evaluation of our assets for impairment, are highly complex and involve numerous assumptions, estimates and judgments which we regularly review and revise as needed. Our actual results of operations vary from period to period based on revisions to these estimates.
Management’s Discussion and Analysis of Financial Condition and Results of Operations for further information. In addition, the regulatory bodies that establish accounting and reporting standards, including the SEC and the Financial Accounting Standards Board, periodically revise or issue new financial accounting and reporting standards that govern the preparation of our consolidated financial statements.
In addition, the regulatory bodies that establish accounting and reporting standards, including the SEC and the Financial Accounting Standards Board, periodically revise or issue new financial accounting and reporting standards that govern the preparation of our consolidated financial statements. Changes to these standards or their interpretation could significantly impact our reported results in future periods.
Changes to these standards or their interpretation could significantly impact our reported results in future periods. See Footnote 2 “Summary of Significant Accounting Policies” to our Financial Statements for more information regarding changes in accounting standards that we recently adopted or expect to adopt in the future.
See Footnote 2 “Summary of Significant Accounting Policies” to our Financial Statements for more information regarding changes in accounting standards that we recently adopted or expect to adopt in the future. The growth of our business and execution of our business strategies depend on the services of our senior management and our associates.
In addition, an increase in the cost of capital, labor and materials could have an adverse impact on our business or financial results. Inflation could also have an indirect adverse impact on our business by making travel more expensive, increasing maintenance costs and fees for consumers and reducing consumer discretionary income.
Inflation has had and in the future could have an indirect adverse impact on our business by making travel more expensive, increasing maintenance costs and fees for consumers, and reducing consumer discretionary income and negatively impacting the performance of our vacation ownership notes receivable portfolio.
We may enter into capital-efficient transactions to source inventory in which third parties agree to deliver completed units in the future to us at pre-agreed prices. These transactions expose us to additional risk as we will not control development activities or timing of development completion.
We may not have inventory available for sale when needed or we may have excess inventory. We may continue to enter into capital-efficient transactions to source inventory in which third parties agree to deliver completed units in the future to us at pre-agreed prices.
Our share repurchases may not enhance stockholder value because the market price of our common stock may decline below the prices at which we repurchased shares and short-term stock price fluctuations could reduce the program’s effectiveness. Our ability to pay dividends on our stock is limited.
Our share repurchases may not enhance stockholder value because the market price of our common stock may decline below the prices at which we repurchased shares and short-term stock price fluctuations could reduce the program’s effectiveness. Anti-takeover provisions in our organizational documents, Delaware law and in certain of our agreements could delay or prevent a change in control.
We are subject to a wide variety of highly complex international, national, federal, state, and local laws, regulations and policies. The vacation ownership industry is subject to extensive regulation around the world. Each jurisdiction where we operate generally requires resort developers to follow a set of specific procedures to develop, market and sell VOIs.
The vacation ownership industry is subject to extensive regulation around the world. Each jurisdiction where we operate generally requires resort developers to follow a set of specific procedures to develop, market and sell VOIs. Our real estate development activities, marketing and sales activities, lending activities and resort management activities are also heavily regulated.
Additional risks and uncertainties that currently are not known to us or that we currently believe are immaterial also may adversely affect our businesses and operations. Risks related to global or regional health concerns, outbreaks, and pandemics (each a “Health Crisis”).
Additional risks and uncertainties that currently are not known to us or that we currently believe are immaterial also may adversely affect our businesses and operations. Risks related to our business and industry. Our business may be adversely affected by factors that disrupt or deter travel.
Our business and financial results were materially adversely affected by the COVID-19 pandemic in 2020; for example, we saw marked declines in occupancy, rentals, and contract sales because of the temporary closure of nearly all of our sales centers and many of our resorts and the reduction in operations and amenities at all of our resorts.
For example, in 2020 we saw marked declines in resort occupancy, rentals, and contract sales due to temporary closures of nearly all of our sales centers and many of our resorts and the limited operations at all of our resorts.
Depending on the severity of future disasters, the resulting damage could require closure of all or substantially all of our properties in one or more of these markets while we complete renovations. Our insurance may not cover all damages caused by any such event, including the loss of sales of VOIs at sales centers that are not fully operational.
Depending on the severity of future disasters, the resulting damage could require closure of all or substantially all of our properties in one or more of these markets while we complete repairs, restoration or renovations.
However, if we are unable to increase our financing rates at the same rate as our costs of funds, our financing profits will be negatively impacted, as happened in 2023 and 2024. 25 Our business is extensively regulated, and any failure to comply with applicable laws could materially adversely affect our business.
However, if we are unable to increase our financing rates at the same rate as our costs of funds, our financing profits and margin will be negatively impacted, as happened in 2023 and 2024. Our results of operations can be adversely affected by labor shortages, turnover and labor cost increases.
The COVID-19 pandemic had, and a future Health Crisis may have, serious adverse effects on our business, financial condition, cash flows, and results of operations for an unknown period of time.
Future global or regional health concerns, outbreaks, and pandemics (each a “Health Crisis”) may have serious adverse effects on our business, financial condition, cash flows, and results of operations for an unknown period of time. The success of our business and our financial results depend, in substantial part, upon the health of the travel industry.
Companies are facing increasing and frequently evolving scrutiny globally from customers, regulators, investors, employees and other stakeholders related to their environmental, social, and governance (“ESG”) practices and disclosure.
Companies are facing increasing and frequently evolving scrutiny globally from customers, regulators, investors, employees and other stakeholders related to their environmental, social, and governance (“ESG”) practices and disclosure as expectations for, and support or criticism of, such matters continues to evolve. Investor advocacy groups, investment funds and influential investors are also increasingly focused on these practices.
If additional owners at our resorts in Spain file similar lawsuits, this may void certain of those owners’ timeshare contracts; cause us to incur material litigation and other costs, including judgment or settlement payments; and materially adversely affect the results of operations of our Vacation Ownership segment, as well as our business and financial condition.
Currently pending cases and any cases filed in the future have caused and could continue to cause us to incur material litigation and other costs, including judgment or settlement payments; and materially adversely affect the results of operations of our Vacation Ownership 28 segment, as well as our business and financial condition.
Failure to adapt to or comply with regulatory requirements or investor or other stakeholder expectations and standards could negatively impact our reputation, ability to do business with certain partners, and stock price, and result in penalties. New government regulations could also result in new or more stringent forms of ESG oversight and expanding mandatory and voluntary reporting, diligence, and disclosure.
Increased ESG-related compliance costs could increase our overall operational costs. Failure to adapt to or comply with regulatory requirements or investor or other stakeholder expectations and standards could increase the risk of antidiscrimination lawsuits and customer backlash, negatively impact our reputation, ability to do business with certain partners, sales and stock price, and result in penalties.
Changes in the desirability of the destinations where these resorts are located and changes in vacation and travel patterns may adversely affect our cash flows and results of operations. Our results of operations can be adversely affected by labor shortages, turnover and labor cost increases.
Changes in the desirability of the destinations where these resorts are located and changes in vacation and travel patterns may adversely affect our cash flows and results of operations. Uncertainty in the current global macroeconomic environment created by rapid governmental policy and regulatory changes could negatively impact our business.
The COVID-19 pandemic caused, and a future Health Crisis may cause, significant disruptions in international and U.S. economies and markets and have a material adverse impact on participants in the travel and hospitality industries, including our Company. The success of our business and our financial results depend, in substantial part, upon the health of the travel industry.
The COVID-19 pandemic significantly disrupted international and U.S. economies and markets and had a material adverse impact on participants in the travel and hospitality industries, including our Company.
An unfavorable outcome from any tax audit could result in higher tax costs, penalties and interest, and could materially and adversely affect our financial condition or results of operations. Concentration of some of our resorts, sales centers and exchange destinations in particular geographic areas exposes our business to the effects of severe weather and other regional events in these areas.
An unfavorable outcome from any tax audit could result in higher tax expense, penalties and interest, and could materially and adversely affect our financial condition or results of operations.
These rulings have led to an increase in lawsuits by owners seeking to void timeshare contracts in Spain, including lawsuits by owners at certain of our resorts in Spain which are currently pending. However, the Supreme Court of Spain has not yet substantively opined on the issue as it pertains to the Company’s timeshare contracts.
These rulings led to an increase in lawsuits by owners seeking to void timeshare contracts in Spain, including lawsuits by owners at certain of our resorts in Spain which are currently pending. In November 2025, the Supreme Court of Spain overturned the 2015 Rulings and thereby eliminated the principal legal grounds on which the contract cancellation cases had been brought.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur SVP-GIS’s direct reports include a number of experienced cybersecurity leaders responsible for various aspects of our cybersecurity program, each of whom is supported by a team of experienced cybersecurity professionals.
Biggest changeOur SVP- 37 GIS’s direct reports include a number of experienced cybersecurity leaders responsible for various aspects of our cybersecurity program, each of whom is supported by a team of experienced cybersecurity professionals.
Additional information on cybersecurity risks we face can be found in Part I, Item 1A “Risk Factors” of this Annual Report under the heading “Failure to maintain the integrity of internal or customer data or to protect our information systems from cyber-attacks could disrupt our business, damage our reputation, and subject us to costs, fines or lawsuits,” which should be read in conjunction with the foregoing information.
Additional information on cybersecurity risks we face can be found in Part I, Item 1A “Risk Factors” of this Annual Report under the heading “Failure to maintain the integrity of internal or customer data or to protect our 38 information systems from cyber-attacks could disrupt our business, damage our reputation, and subject us to costs, fines or lawsuits,” which should be read in conjunction with the foregoing information.
We currently carry cybersecurity insurance, however, we cannot assure you that we will be able to maintain such policies in the future or that they will be sufficient to cover all potential cybersecurity events or losses we incur in connection with such events. 38 We require our associates to receive annual training on our cybersecurity policies and practices.
We currently carry cybersecurity insurance, however, we cannot assure you that we will be able to maintain such policies in the future or that they will be sufficient to cover all potential cybersecurity events or losses we incur in connection with such events. We require our associates to receive annual training on our cybersecurity policies and practices.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Properties As of December 31, 2024, our vacation ownership portfolio consisted of approximately 120 properties in the United States and thirteen other countries and territories. These properties are described in Part I, Item 1, “Business” of this Annual Report. Except as indicated in Part I, Item 1, “Business,” we own unsold inventory at these properties.
Biggest changeItem 2. Properties As of December 31, 2025, our vacation ownership portfolio consisted of 120 properties in the United States and thirteen other countries and territories. These properties are described in Part I, Item 1, “Business” of this Annual Report. Except as indicated in Part I, Item 1, “Business,” we own unsold inventory at these properties.
We lease our corporate headquarters in Orlando, Florida under a finance lease arrangement that commenced in 2023, upon the substantial completion of construction. In the fourth quarter of 2023, we relocated from our former corporate headquarters to our new corporate headquarters office building. 39
We lease our corporate headquarters in Orlando, Florida under a finance lease arrangement that commenced in 2023, upon the substantial completion of construction. In the fourth quarter of 2023, we relocated from our former corporate headquarters to our new corporate headquarters office building.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeItem 3. 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 13 “Contingencies and Commitments” to our Financial Statements.
Biggest changeItem 3. 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 12 “Contingencies and Commitments” to our Financial Statements.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest change(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. 40 Performance Graph The above graph compares the relative performance of our common stock, the S&P MidCap 400 Index (which has included our common stock since our acquisition of ILG), and the S&P Composite 1500 Hotels, Resorts & Cruise Lines Index.
Biggest change(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.
On December 19, 2024, we announced that our Board of Directors extended the term of our share repurchase program to December 31, 2025.
On December 19, 2024, we announced that our Board of Directors extended the term of our share repurchase program to December 31, 2025. On December 12, 2025, we announced that our Board of Directors extended the term of our share repurchase program to December 31, 2026.
Issuer Purchases of Equity Securities Period Total 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) October 1, 2024 – October 31, 2024 34,400 $ 76.28 34,400 $ 390,959,238 November 1, 2024 – November 30, 2024 24,000 $ 89.80 24,000 $ 388,803,983 December 1, 2024 – December 31, 2024 60,700 $ 91.65 60,700 $ 383,241,012 Total 119,100 $ 86.84 119,100 $ 383,241,012 (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.
Holders of Record On February 23, 2026, there were 20,180 holders of record of our common stock. 39 Issuer Purchases of Equity Securities Period Total 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) October 1, 2025 – October 31, 2025 — $ — — $ 347,132,547 November 1, 2025 – November 30, 2025 417,396 $ 47.94 417,396 $ 327,122,328 December 1, 2025 – December 31, 2025 90,733 $ 55.13 90,733 $ 322,120,557 Total 508,129 $ 49.22 508,129 $ 322,120,557 (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.
The graph assumes that $100 was invested in our common stock and each index on December 31, 2019. The stock price performance reflected above is not necessarily indicative of future stock price performance.
The stock price performance reflected above is not necessarily indicative of future stock price performance.
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Holders of Record On February 24, 2025, there were 21,273 holders of record of our common stock.
Added
Performance Graph The above graph compares the relative performance of our common stock, the S&P SmallCap 600 Index, the S&P MidCap 400 Index, and the S&P Composite 1500 Hotels, Resorts & Cruise Lines Index.
Added
In December 2025, MVW was added to the S&P SmallCap 600 Index as it is more representative of the Company’s current market capitalization range than the Company’s prior index, the S&P MidCap 400 Index. The graph assumes that $100 was invested in our common stock and each index on December 31, 2020.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeNM = Not meaningful. 46 CONSOLIDATED RESULTS Fiscal Years ($ in millions) 2024 2023 2022 REVENUES Sale of vacation ownership products $ 1,448 $ 1,460 $ 1,618 Management and exchange 843 813 827 Rental 645 571 551 Financing 342 322 293 Cost reimbursements 1,689 1,561 1,367 TOTAL REVENUES 4,967 4,727 4,656 EXPENSES Cost of vacation ownership products 200 224 289 Marketing and sales 919 823 807 Management and exchange 482 442 444 Rental 481 452 382 Financing 146 113 75 General and administrative 243 273 249 Depreciation and amortization 146 135 132 Litigation charges 17 13 11 Restructuring 10 6 — Royalty fee 114 117 114 Impairment 30 32 2 Cost reimbursements 1,689 1,561 1,367 TOTAL EXPENSES 4,477 4,191 3,872 (Losses) gains and other (expense) income, net (1) 47 40 Interest expense, net (162) (145) (118) Transaction and integration costs (18) (37) (125) Other (3) (3) 1 INCOME BEFORE INCOME TAXES AND NONCONTROLLING INTERESTS 306 398 582 Provision for income taxes (89) (146) (191) NET INCOME 217 252 391 Net loss attributable to noncontrolling interests 1 2 — NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS $ 218 $ 254 $ 391 47 Operating Statistics Fiscal Years 2024 vs. 2023 (Contract sales $ in millions) 2024 2023 2022 Change Vacation Ownership Total contract sales $ 1,829 $ 1,800 $ 1,874 $ 29 2% Consolidated contract sales $ 1,813 $ 1,772 $ 1,837 $ 41 2% Joint venture contract sales $ 16 $ 28 $ 37 $ (12) (43%) VPG $ 3,911 $ 4,088 $ 4,421 $ (177) (4%) Tours 432,716 405,825 390,593 26,891 7% Exchange & Third-Party Management Total active members at end of year (000's) 1,546 1,564 1,566 (18) (1%) Average revenue per member $ 154.34 $ 156.65 $ 179.48 $ (2.31) (1%) Revenues Fiscal Years 2024 vs. 2023 ($ in millions) 2024 2023 2022 Change Vacation Ownership $ 4,730 $ 4,468 $ 4,342 $ 262 6% Exchange & Third-Party Management 231 262 291 (31) (12%) Total Segment Revenues 4,961 4,730 4,633 231 5% Consolidated Property Owners’ Associations 6 (3) 23 9 NM Total Revenues $ 4,967 $ 4,727 $ 4,656 $ 240 5% 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.
Biggest changeOperating Statistics Fiscal Years 2025 vs. 2024 (Contract sales $ in millions) 2025 2024 2023 Change Vacation Ownership Consolidated contract sales $ 1,762 $ 1,813 $ 1,772 $ (51) (3%) VPG $ 3,794 $ 3,911 $ 4,088 $ (117) (3%) Tours 431,974 432,716 405,825 (742) —% Exchange & Third-Party Management Total active members at end of period (000's) 1,507 1,546 1,564 (39) (2%) Average revenue per member $ 150.51 $ 154.34 $ 156.65 $ (3.83) (2%) 46 Revenues Fiscal Years 2025 vs. 2024 ($ in millions) 2025 2024 2023 Change Vacation Ownership $ 4,805 $ 4,730 $ 4,468 $ 75 2% Exchange & Third-Party Management 213 231 262 (18) (8%) Total Segment Revenues 5,018 4,961 4,730 57 1% Consolidated Property Owners’ Associations 14 6 (3) 8 NM Total Revenues $ 5,032 $ 4,967 $ 4,727 $ 65 1% 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 or loss attributable to common stockholders, before interest expense, net (excluding consumer financing interest expense associated with term securitization transactions), income taxes, depreciation and amortization.
Cost of vacation ownership products includes costs to acquire, develop and construct our projects (also known as real estate inventory costs), other non-capitalizable costs associated with the overall project development process and settlement expenses associated with the closing process. For each project, we expense real estate inventory costs in the same proportion as the revenue recognized.
Cost of vacation ownership products includes costs to acquire, develop and construct our projects (also known as real estate inventory costs), other non-capitalizable costs associated with the overall project development process and settlement expenses associated with the closing process. For each project, we expense inventory costs in the same proportion as the revenue recognized.
Liabilities accrued for legal matters require judgments regarding projected outcomes and range of loss based on historical litigation and settlement experience, recommendations of legal counsel and, if applicable, other experts. • Income taxes , including the accounting related to uncertain tax positions and the determination of valuation allowances on our deferred tax assets.
Liabilities accrued for legal matters require judgments regarding projected outcomes and range of loss based on historical litigation and settlement experience, recommendations of legal counsel and, if applicable, other experts. 64 • Income taxes , including the accounting related to uncertain tax positions and the determination of valuation allowances on our deferred tax assets.
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 generally have significant variable compensation-related cash outflows associated with payment of annual bonuses.
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 generally have variable compensation-related cash outflows associated with payment of annual bonuses.
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. During 2024, and as of December 31, 2024, no securitized vacation ownership notes receivable pools were out of compliance with their respective required parameters.
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. During 2025, and as of December 31, 2025, no securitized vacation ownership notes receivable pools were out of compliance with their respective required parameters.
See Footnote 6 “Vacation Ownership Notes Receivable” to our Financial Statements for further information. Financing expenses include consumer financing interest expense, which represents interest expense associated with the securitization of our vacation ownership notes receivable, costs to support the financing, servicing and securitization processes and changes in expected credit losses related to acquired vacation ownership notes receivable.
See Footnote 5 “Vacation Ownership Notes Receivable” to our Financial Statements for further information. Financing expenses include consumer financing interest expense, which represents interest expense associated with the securitization of our vacation ownership notes receivable, costs to support the financing, servicing and securitization processes and changes in expected credit losses related to acquired vacation ownership notes receivable.
Factors considered in estimating net realizable value include historical results by tax jurisdiction, carryforward periods, income tax strategies and forecasted taxable income. 65
Factors considered in estimating net realizable value include historical results by tax jurisdiction, carryforward periods, income tax strategies and forecasted taxable income.
The financial information discussed below and included in this Annual Report may not, however, necessarily reflect what our financial condition, results of operations and cash flows may be in the future. Our discussion and analysis of fiscal year 2024 to fiscal year 2023 is included herein.
The financial information discussed below and included in this Annual Report may not, however, necessarily reflect what our financial condition, results of operations and cash flows may be in the future. Our discussion and analysis of fiscal year 2025 to fiscal year 2024 is included herein.
Management and exchange expenses include costs to operate the food and beverage outlets and other ancillary operations and to provide overall customer support services, including reservations, and certain transaction-based expenses relating to exchange service providers.
Management and exchange expenses include costs to operate the food and beverage outlets, other ancillary operations and to provide overall customer support services, including reservations, and certain transaction-based expenses relating to third-party exchange service providers.
Contract sales consist of the total amount of vacation ownership product sales under contract 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 contract sales.” In circumstances where a customer applies any or all of their existing ownership interests as part of the purchase price for additional interests (also referred to as an equity upgrade), we include only the incremental value purchased as contract sales.
Contract sales consist of the total amount of VOI sales under contract 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 VOIs on behalf of third parties, which we refer to as “resales contract sales.” In circumstances where a customer applies any or all of their existing ownership interests as part of the purchase price for additional interests (also referred to as an equity upgrade), we include only the incremental value purchased as contract sales.
Our discussion and analysis of fiscal year 2023 to fiscal year 2022 has been omitted from this Form 10-K and can be found in Part II, “Item 7.
Our discussion and analysis of fiscal year 2024 to fiscal year 2023 has been omitted from this Form 10-K and can be found in Part II, “Item 7.
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 Vacation Ownership segment generates 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.
As of December 31, 2024, we had 12 term securitization transactions outstanding. Since 2000, we have issued approximately $10 billion of debt securities in securitization transactions in the term ABS market, excluding amounts securitized through warehouse credit facilities or private bank transactions.
As of December 31, 2025, we had 12 term securitization transactions outstanding. Since 2000, we have issued approximately $10.7 billion of debt securities in securitization transactions in the term ABS market, excluding amounts securitized through warehouse credit facilities or private bank transactions.
In our Vacation Ownership segment and Consolidated Property Owners’ Associations, we refer to these activities as “Resort Management and Other Services.” 43 Financing We offer financing to qualified customers for the purchase of most types of our vacation ownership products.
In our Vacation Ownership segment and Consolidated Property Owners’ Associations, we refer to these activities as “Resort Management and Other Services.” Financing We offer financing to qualified customers for the purchase of most types of our VOIs.
Loan defaults under securitizations offset a portion of the excess spread we receive, on a monthly basis. We completed two term securitization transactions in 2024 resulting in net proceeds of $863 million. Each of the securitized vacation ownership notes receivable transactions contains various triggers relating to the performance of the underlying vacation ownership notes receivable.
Loan defaults under securitizations offset a portion of the excess spread we receive, on a monthly basis. We completed two term securitization transactions in 2025 resulting in net proceeds of $908 million. Each of the securitized vacation ownership notes receivable transactions contains various triggers relating to the performance of the underlying vacation ownership notes receivable.
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 described above. We consider contract sales to be an important operating measure because it reflects the pace of sales in our business.
Contract sales differ from revenues from the sale of VOIs that we report on our income statements due to the requirements for revenue recognition described above. We consider contract sales to be an important operating measure because it reflects the pace of sales in our business.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 , which was filed with the Securities and Exchange Commission on February 27, 2024.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 , which was filed with the Securities and Exchange Commission on February 28, 2025.
For rental revenues associated with vacation ownership products which we own and which are registered and held for sale, to the extent that the revenues from rental are less than costs, revenues are reported net in accordance with Accounting Standards Codification (“ASC”) Topic 978, “ Real Estate - Time-Sharing Activities ” (“ASC 978”).
For rental revenues associated with VOIs which we own and which are registered and held for sale, to the extent that the revenues from rental are less than costs, revenues are reported net of rental expenses in accordance with Accounting Standards Codification (“ASC”) Topic 978, “ Real Estate - Time-Sharing Activities ” (“ASC 978”).
See Footnote 20 “Business Segments” to our Financial Statements for further information about our segments.
See Footnote 19 “Business Segments” to our Financial Statements for further information about our segments.
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.
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 as well as amortization of cloud computing software implementation costs because companies utilize productive assets of different ages and use different methods of both acquiring and depreciating or amortizing productive assets.
Significant Accounting Policies Used in Describing Results of Operations Sale of Vacation Ownership Products We recognize revenues from the sale of vacation ownership products (also referred to as “VOIs”) when control of the vacation ownership product is transferred to the customer and the transaction price is deemed collectible.
Accounting Policies Used in Describing Results of Operations Sale of Vacation Ownership Products We recognize revenues from the sale of vacation ownership products (also referred to as “VOIs”) when control of the vacation ownership product is transferred to the customer and the transaction price is deemed collectible, which typically correlates to expiration of the statutory rescission period.
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.
Adjusted EBITDA reflects additional adjustments for certain items, and excludes share-based compensation expense and amortization of cloud computing software implementation costs. Share-based compensation expense is excluded 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.
Finally, as more fully described in “ Financing ” below, we record the difference between the contract receivable or vacation ownership note receivable and the consideration to which we expect to be entitled (also known as a vacation ownership notes receivable reserve or a sales reserve) as a reduction of revenues from the sale of vacation ownership products at the time we recognize revenues from a sale.
Finally, as more fully described in “ Financing ” below, we record the difference between the contract receivable or vacation ownership note receivable and the amount we expect to collect from debtors (also known as a vacation ownership notes receivable reserve or a sales reserve) as a reduction of revenues from the sale of VOIs at the time we recognize revenues from a sale.
In addition, we recognize settlement fees associated with the transfer of vacation ownership products and commission revenues from sales of vacation ownership products on behalf of third parties, which we refer to as “resales revenue.” We also provide sales incentives to certain purchasers.
Sales of vacation ownership products may be made for cash or we may provide financing. In addition, we recognize settlement fees associated with the transfer of VOIs and commission revenues from sales of VOIs on behalf of third parties, which we refer to as “resales revenue.” 41 We also provide sales incentives to certain purchasers.
At December 31, 2024, $125 million of borrowings and $18 million of letters of credit were outstanding under our Revolving Corporate Credit Facility. See Footnote 16 “Debt” to our Financial Statements for more information on interest rates pertaining to this facility. Uses of Cash We minimize our working capital needs through cash management, strict credit-granting policies, and disciplined collection efforts.
At December 31, 2025, no borrowings and $13 million of letters of credit were outstanding under our Revolving Corporate Credit Facility. See Footnote 15 “Debt” to our Financial Statements for more information pertaining to this facility. Uses of Cash We minimize our working capital needs through cash management, strict credit-granting policies, and disciplined collection efforts.
During 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 December 31, 2024, we had $124 million of borrowings outstanding on our Warehouse Credit Facility. As of December 31, 2024, $110 million of gross vacation ownership notes receivable were eligible for securitization.
During 2025, we amended certain agreements associated with our Warehouse Credit Facility, which among other things extended the revolving period from June 11, 2026 to June 11, 2027. At December 31, 2025, no borrowings were outstanding on our Warehouse Credit Facility. As of December 31, 2025, $176 million of gross vacation ownership notes receivable were eligible for securitization.
See Footnote 20 “Business Segments” to our Financial Statements for further information about our reportable business segments. • Adjusted EBITDA margin represents Adjusted EBITDA divided by the Company’s total revenues less cost reimbursements revenues. • Segment Adjusted EBITDA margin represents Segment Adjusted EBITDA divided by the applicable segment’s total revenues less cost reimbursements revenues.
See Footnote 19 “Business Segments” to our Financial Statements for further information about our reportable business segments. • Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by the Company’s total revenues less cost reimbursements revenues. • Segment Adjusted EBITDA margin is calculated as Segment Adjusted EBITDA divided by the respective segment’s total revenues less cost reimbursements revenues.
Payment of Dividends to Common Stockholders We distributed cash dividends to holders of common stock during the year ended December 31, 2024 as follows: Declaration Date Stockholder Record Date Distribution Date Dividend per Share December 7, 2023 December 21, 2023 January 4, 2024 $0.76 February 15, 2024 February 29, 2024 March 14, 2024 $0.76 May 9, 2024 May 23, 2024 June 6, 2024 $0.76 September 4, 2024 September 19, 2024 October 3, 2024 $0.76 On December 6, 2024, our Board of Directors declared a quarterly dividend of $0.79 per share that was paid subsequent to the end of 2024, on January 3, 2025, to stockholders of record as of December 19, 2024.
Payment of Dividends to Common Stockholders We distributed cash dividends to holders of our common stock during the year ended December 31, 2025 as follows: Declaration Date Stockholder Record Date Distribution Date Dividend per Share December 6, 2024 December 19, 2024 January 3, 2025 $0.79 February 20, 2025 March 5, 2025 March 19, 2025 $0.79 May 12, 2025 May 23, 2025 June 6, 2025 $0.79 September 3, 2025 September 17, 2025 October 1, 2025 $0.79 On December 12, 2025, our Board of Directors declared a quarterly dividend of $0.80 per share that was paid subsequent to the end of 2025, on January 7, 2026, to stockholders of record as of December 24, 2025.
Subsequent to the end of 2024, on February 20, 2025, our Board of Directors declared a quarterly dividend of $0.79 per share to be paid on March 19, 2025 to stockholders of record as of March 5, 2025.
Subsequent to the end of 2025, on February 19, 2026, our Board of Directors declared a quarterly dividend of $0.80 per share to be paid on March 18, 2026 to stockholders of record as of March 4, 2026.
Fiscal Years ($ in millions) 2024 2023 Purchase accounting adjustments $ 1 $ 8 Litigation charges 18 12 Restructuring charges 1 — Impairment charges 28 12 Gain on disposition of hotel, land, and other (7) (7) Insurance proceeds (5) (9) Change in indemnification asset — (9) Change in estimates relating to pre-acquisition contingencies (4) — Other — (4) Gains and other income, net (16) (29) Other 2 2 Total Certain items $ 34 $ 5 Exchange & Third-Party Management Fiscal Years 2024 vs. 2023 ($ in millions) 2024 2023 2022 Change Segment financial results $ 69 $ 93 $ 132 $ (24) (26%) Depreciation and amortization 28 31 31 (3) (7%) Share-based compensation expense 2 2 2 — NM Certain items 3 4 (17) (1) NM Segment Adjusted EBITDA $ 102 $ 130 $ 148 $ (28) (21%) Segment Adjusted EBITDA Margin 45.9% 52.5% 55.2% (6.6) pts The table below details the components of Certain items for the Exchange & Third-Party Management segment financial results for fiscal years 2024 and 2023.
Fiscal Years ($ in millions) 2025 2024 Gain on disposition of hotel, land, and other $ — $ (7) Insurance proceeds (15) (5) Change in estimates relating to pre-acquisition contingencies (2) (4) Other (1) — Gains and other income, net (18) (16) Purchase accounting adjustments — 1 Litigation charges 11 18 Restructuring 15 1 Impairment 395 28 Other — 2 Total Certain items $ 403 $ 34 Exchange & Third-Party Management Fiscal Years 2025 vs. 2024 ($ in millions) 2025 2024 2023 Change Segment financial results $ (116) $ 69 $ 93 $ (185) NM Depreciation and amortization 24 28 31 (4) (14%) Share-based compensation expense 2 2 2 — 11% Certain items 181 3 4 178 NM Segment Adjusted EBITDA $ 91 $ 102 $ 130 $ (11) (11%) Segment Adjusted EBITDA Margin 44.6% 46.1% 52.5% (1.5 pts) 49 The table below details the components of Certain items for the Exchange & Third-Party Management segment financial results for fiscal years 2025 and 2024.
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.
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.
See Footnote 6 “Vacation Ownership Notes Receivable” to our Financial Statements for further information on our assessments of our originated vacation ownership notes receivable reserve. • Inventories and cost of vacation ownership products, which requires estimation of future revenues and product costs to apply a relative sales value method specific to the vacation ownership industry and how we evaluate the fair value of our vacation ownership inventory. • Valuation of goodwill and other intangible assets, including how we determine the fair value of goodwill and our other intangible assets and reporting units, and how we determine when an impairment loss should be recorded.
See Footnote 5 “Vacation Ownership Notes Receivable” to our Financial Statements for further information on our assessments of our originated vacation ownership notes receivable reserve. • Inventories and cost of vacation ownership products, which require estimation of future revenues (including pricing assumptions) and product costs to apply a relative sales value method specific to the vacation ownership industry and how we evaluate the fair value of our vacation ownership inventory.
VACATION OWNERSHIP Fiscal Years ($ in millions) 2024 2023 2022 REVENUES Sale of vacation ownership products $ 1,448 $ 1,460 $ 1,618 Resort management and other services 612 568 534 Rental 605 531 509 Financing 342 322 293 Cost reimbursements 1,723 1,587 1,388 TOTAL REVENUES 4,730 4,468 4,342 EXPENSES Cost of vacation ownership products 200 224 289 Marketing and sales 919 823 807 Resort management and other services 293 270 240 Rental 498 466 400 Financing 146 113 75 Depreciation and amortization 100 93 92 Litigation charges 18 12 9 Restructuring 1 — — Royalty fee 114 117 114 Impairment 28 12 2 Cost reimbursements 1,723 1,587 1,388 TOTAL EXPENSES 4,040 3,717 3,416 Gains and other income, net 16 29 37 Transaction and integration costs — — (3) Other (3) (3) 1 SEGMENT FINANCIAL RESULTS ATTRIBUTABLE TO COMMON STOCKHOLDERS $ 703 $ 777 $ 961 51 Sale of Vacation Ownership Products Fiscal Years 2024 vs. 2023 ($ in millions) 2024 % of Consolidated Contract Sales, Net of Resales 2023 % of Consolidated Contract Sales, Net of Resales 2022 % of Consolidated Contract Sales, Net of Resales Change Consolidated contract sales $ 1,813 $ 1,772 $ 1,837 $ 41 2% Joint venture contract sales 16 28 37 (12) (43%) Total contract sales 1,829 1,800 1,874 29 2% Less resales contract sales (38) (42) (40) 4 Less joint venture contract sales (16) (28) (37) 12 Consolidated contract sales, net of resales 1,775 1,730 1,797 45 3% Plus: Settlement revenue 38 2% 39 2% 36 2% (1) Resales revenue 19 1% 22 1% 20 1% (3) Revenue recognition adjustments: Reportability (2) —% 3 —% 43 2% (5) Sales reserve (278) (16%) (232) (13%) (170) (9%) (46) Other (1) (104) (6%) (102) (6%) (108) (6%) (2) Sale of vacation ownership products $ 1,448 82% $ 1,460 84% $ 1,618 90% $ (12) (1%) VPG 3,911 4,088 4,421 (177) (4%) Tours 432,716 405,825 390,593 26,891 7% Financing propensity 55.9% 58.1% 53.9% (2.2 pts) Average FICO Score (2) 737 735 734 (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.
VACATION OWNERSHIP Fiscal Years ($ in millions) 2025 2024 2023 REVENUES Sale of vacation ownership products $ 1,464 $ 1,448 $ 1,460 Resort management and other services 633 612 568 Rental 615 605 531 Financing 360 342 322 Cost reimbursements 1,733 1,723 1,587 TOTAL REVENUES 4,805 4,730 4,468 EXPENSES Cost of vacation ownership products 184 200 224 Marketing and sales 943 919 823 Resort management and other services 291 293 270 Rental 537 498 466 Financing 150 146 113 Royalty fee 113 114 117 Depreciation and amortization 106 100 93 Litigation charges 11 18 12 Restructuring 15 1 — Impairment 395 28 12 Cost reimbursements 1,733 1,723 1,587 TOTAL EXPENSES 4,478 4,040 3,717 Gains and other income, net 18 16 29 Other — (3) (3) SEGMENT FINANCIAL RESULTS ATTRIBUTABLE TO COMMON STOCKHOLDERS $ 345 $ 703 $ 777 50 Sale of Vacation Ownership Products Fiscal Years 2025 vs. 2024 ($ in millions) 2025 % of Consolidated Contract Sales, Net of Resales 2024 % of Consolidated Contract Sales, Net of Resales 2023 % of Consolidated Contract Sales, Net of Resales Change Consolidated contract sales $ 1,762 $ 1,813 $ 1,772 $ (51) (3%) Joint venture contract sales 16 16 28 — (1%) Total contract sales 1,778 1,829 1,800 (51) (3%) Less: Resales contract sales (29) (38) (42) 9 Joint venture contract sales (16) (16) (28) — Consolidated contract sales, net of resales 1,733 1,775 1,730 (42) (2%) Plus: Settlement revenue 41 2% 38 2% 39 2% 3 Resales revenue 16 1% 19 1% 22 1% (3) Revenue recognition adjustments: Reportability 1 —% (2) —% 3 —% 3 Sales reserve (222) (13%) (278) (16%) (232) (13%) 56 Other (1) (105) (6%) (104) (6%) (102) (6%) (1) Sale of vacation ownership products $ 1,464 84% $ 1,448 82% $ 1,460 84% $ 16 1% VPG 3,794 3,911 4,088 (117) (3%) Tours 431,974 432,716 405,825 (742) —% Financing propensity 56.7% 55.9% 58.1% 0.8 pts Average FICO Score (2) 740 737 735 (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.
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. 60 Seasonality Our cash flow from operations fluctuates during the year due to the timing of certain receipts and contractual and compensation-related payments.
In addition, our cash from operations varies due to the timing of repayment by owners of vacation ownership notes receivable, timing and amount of voluntary repurchases of defaulted 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.
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 consider this metric to be an important indicator of the size of the member base eligible to transact within the Interval Network. • Average revenue per member is calculated by dividing membership fee revenue, transaction revenue, rental revenue, and other member revenue generated by the Interval Network by the monthly weighted average number of active 44 members of the Interval Network during the applicable period.
The rental activity associated with discounted vacation packages requiring a tour (“preview stays”) is not included in transient rental metrics, and because the majority of these preview stays are sourced directly or indirectly from unsold inventory, the associated revenues and expenses are reported net in Marketing and sales expense. 44 In our Exchange & Third-Party Management segment, we offer vacation rental offers known as Getaways to members of the Interval Network and certain other membership programs.
The rental activity associated with discounted vacation packages requiring a tour (“preview stays”) is not included in transient rental metrics, and because the majority of these preview stays are sourced directly or indirectly from unsold inventory, the associated revenues and expenses are reported net in Marketing and sales expense.
(Losses) Gains and Other (Expense) Income Fiscal Years 2024 vs. 2023 ($ in millions) 2024 2023 2022 Change (Losses) gains and other (expense) income, net $ (17) $ 17 $ (12) $ (34) NM In 2024, we recorded $12 million of foreign currency translation losses and $5 million of tax related adjustments to the receivable from Marriott International for indemnified tax matters.
Gains (Losses) and Other Income (Expense) Fiscal Years 2025 vs. 2024 ($ in millions) 2025 2024 2023 Change Gains (losses) and other income (expense), net $ 28 $ (17) $ 17 $ 45 NM In 2025, we recorded $22 million of foreign currency translation gains, a $4 million increase in the receivable from Marriott International for indemnified tax matters, $1 million of insurance proceeds, and $1 million of other gains.
Corporate and other represents that portion of our results that are not allocable to our segments, including those relating to Consolidated Property Owners’ Associations.
We provide these services through our Interval International and Aqua-Aston businesses. Corporate and other represents the portion of our results that are not allocable to our segments, including those relating to Consolidated Property Owners’ Associations.
In connection with each vacation ownership notes receivable securitization, we may retain all or a portion of the securities that are issued.
In a vacation ownership notes receivable term securitization, several classes of debt securities issued by a special purpose entity are collateralized by a single pool of transferred vacation ownership notes receivable. In connection with each vacation ownership notes receivable securitization, we may retain all or a portion of the securities that are issued.
Gains and Other Income Fiscal Years 2024 vs. 2023 ($ in millions) 2024 2023 2022 Change Gains and other income, net $ 16 $ 29 $ 37 $ (13) NM During 2024, we recorded $6 million of gains on the disposition of excess real estate, $5 million related to the receipt of business interruption insurance proceeds, and a $4 million reduction in certain pre-acquisition contingencies associated with the ILG Acquisition.
During 2024 we benefited from $6 million of gains on the disposition of excess real estate, $5 million related to the receipt of business interruption insurance proceeds, a $4 million reduction in certain pre-acquisition contingencies associated with the ILG Acquisition, and $1 million of other miscellaneous gains.
Fiscal Years ($ in millions) 2024 2023 2022 REVENUES Management and exchange $ 182 $ 206 $ 226 Rental 40 40 42 Cost reimbursements 9 16 23 TOTAL REVENUES 231 262 291 EXPENSES Management and exchange 122 118 120 Depreciation and amortization 28 31 31 Litigation charges — 1 — Restructuring 1 — — Impairment 2 4 — Cost reimbursements 9 16 23 TOTAL EXPENSES 162 170 174 Gains and other income, net — 1 15 SEGMENT FINANCIAL RESULTS ATTRIBUTABLE TO COMMON STOCKHOLDERS $ 69 $ 93 $ 132 Management and Exchange Profit Fiscal Years 2024 vs. 2023 ($ in millions) 2024 2023 2022 Change Management and exchange revenue $ 182 $ 206 $ 226 $ (24) (12%) Management and exchange expense (122) (118) (120) (4) (3%) Management and exchange profit $ 60 $ 88 $ 106 $ (28) (31%) Management and exchange profit margin 33.2% 42.5% 47.0% (9.3 pts) 2024 Compared to 2023 Interval International management and exchange revenues declined $11 million, or 6% , as a result of 7% lower exchange transaction volume, partially offset by a 4% increase in average exchange fees.
Fiscal Years ($ in millions) 2025 2024 2023 REVENUES Management and exchange $ 170 $ 182 $ 206 Rental 35 40 40 Cost reimbursements 8 9 16 TOTAL REVENUES 213 231 262 EXPENSES Management and exchange 117 122 118 Depreciation and amortization 24 28 31 Litigation charges — — 1 Restructuring — 1 — Impairment 182 2 4 Cost reimbursements 8 9 16 TOTAL EXPENSES 331 162 170 Gains and other income, net 1 — 1 Other 1 — — SEGMENT FINANCIAL RESULTS ATTRIBUTABLE TO COMMON STOCKHOLDERS $ (116) $ 69 $ 93 Management and Exchange Profit Fiscal Years 2025 vs. 2024 ($ in millions) 2025 2024 2023 Change Management and exchange revenue $ 170 $ 182 $ 206 $ (12) (7%) Management and exchange expense (117) (122) (118) 5 4% Management and exchange profit $ 53 $ 60 $ 88 $ (7) (12%) Management and exchange profit margin 31.3% 33.2% 42.5% (1.9 pts) 2025 Compared to 2024 • Interval International management and exchange revenues declined $6 million primarily due to 9% lower exchange transaction volume, partially offset by a 6% increase in average exchange fees. • Management and exchange revenue reflects a $4 million decline in Aqua-Aston management revenues resulting from fewer available nights for rent and a lower average daily rate in the Hawaii market. 55 • Management and exchange revenue declined $2 million as a result of the sale of an immaterial subsidiary in the second quarter of 2024. • The decrease in management and exchange expenses was primarily attributable to lower wages and benefits and other costs.
During 2024, we evaluated our other intangible assets for impairment and did not record any impairment charges. • Loss contingencies , including information on how we account for loss contingencies. Accruals for contingent liabilities are recorded when it is probable that a liability has been incurred, or an asset impaired, and the amount of the loss can be reasonably estimated.
See Footnote 10 “Goodwill” and Footnote 11 “Intangible Assets” to our Financial Statements for further information. • Loss contingencies , including information on how we account for loss contingencies. Accruals for contingent liabilities are recorded when it is probable that a liability has been incurred, or an asset impaired, and the amount of the loss can be reasonably estimated.
Restructuring Fiscal Years 2024 vs. 2023 ($ in millions) 2024 2023 2022 Change Restructuring $ 8 $ 6 $ — $ 2 NM In November 2024, we announced the creation of a Strategic Business Operations office focused on accelerating our growth and driving operating efficiencies in all areas of our business while increasing organizational agility.
Modernization Charges Fiscal Years 2025 vs. 2024 ($ in millions) 2025 2024 2023 Change Modernization (1) $ 122 $ 4 $ — $ 118 NM (1) Prior year amounts have been reclassified to conform with our current year presentation. 2025 Compared to 2024 In November 2024, we announced the creation of a Strategic Business Operations office focused on accelerating our growth and driving operating efficiencies in all areas of our business while increasing organizational agility.
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 believe that Development profit margin is a key indicator of the profitability of our development activities and the effectiveness of its associated marketing and sales efforts. • Total active members represents the number of active members of the Interval Network active members as of the end of the applicable period.
Fiscal Years ($ in millions) 2024 2023 Litigation charges $ — $ 1 Restructuring charges 1 — Impairment charges 2 4 Gain on disposition of hotel, land, and other (1) (1) Foreign currency translation loss 1 — Total Certain items $ 3 $ 4 50 BUSINESS SEGMENTS Our business is grouped into two reportable business segments: Vacation Ownership and Exchange & Third-Party Management.
Fiscal Years ($ in millions) 2025 2024 Gains and other income, net $ (1) $ — Restructuring — 1 Impairment 182 2 Total Certain items $ 181 $ 3 BUSINESS SEGMENTS Our business is grouped into two reportable business segments: Vacation Ownership and Exchange & Third-Party Management.
During the third quarter of 2023 and the second quarter of 2024, we discontinued classifying costs associated with the continued integration of ILG and Welk, respectively, in Transaction and integration costs.
During the third quarter of 2023 and the second quarter of 2024, we discontinued classifying costs associated with the continued integration of ILG and Welk, respectively, in Transaction and integration costs. Further integration costs incurred after these periods are reflected in the operating results of each of our segments and/or General and administrative expenses.
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.
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.
In addition, rental metrics may not correlate with rental revenues due to the requirement to report certain rental revenues net of rental expenses in accordance with ASC 978 (as discussed above). Further, as our ability to rent certain inventory may be limited on a site-by-site basis, rental operations may not generate adequate rental revenues to cover associated costs.
In addition, rental metrics may not correlate with rental revenues due to the requirement to report certain rental revenues net of rental expenses in accordance with ASC 978 (as discussed above).
Fiscal Years ($ in millions) 2024 2023 2022 REVENUES Resort management and other services $ 49 $ 39 $ 67 Cost reimbursements (43) (42) (44) TOTAL REVENUES 6 (3) 23 EXPENSES Resort management and other services 67 54 84 Rental (17) (14) (18) General and administrative 243 273 249 Depreciation and amortization 18 11 9 Litigation charges (1) — 2 Restructuring 8 6 — Impairment — 16 — Cost reimbursements (43) (42) (44) TOTAL EXPENSES 275 304 282 (Losses) gains and other (expense) income, net (17) 17 (12) Interest expense, net (162) (145) (118) Transaction and integration costs (18) (37) (122) FINANCIAL RESULTS BEFORE INCOME TAXES AND NONCONTROLLING INTERESTS (466) (472) (511) Provision for income taxes (89) (146) (191) Net loss attributable to noncontrolling interests 1 2 — FINANCIAL RESULTS ATTRIBUTABLE TO COMMON STOCKHOLDERS $ (554) $ (616) $ (702) 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 certain individual Consolidated Property Owners’ Associations.
Fiscal Years ($ in millions) 2025 2024 2023 REVENUES Resort management and other services $ 57 $ 49 $ 39 Cost reimbursements (43) (43) (42) TOTAL REVENUES 14 6 (3) EXPENSES Resort management and other services 68 67 54 Rental (14) (17) (14) General and administrative 242 237 273 Depreciation and amortization 19 18 11 Litigation charges (1) 6 5 — Modernization (1) 122 4 — Restructuring (1) — 4 6 Impairment — — 16 Cost reimbursements (43) (43) (42) TOTAL EXPENSES 400 275 304 Gains (losses) and other income (expense), net 28 (17) 17 Interest expense, net (169) (162) (145) Transaction and integration costs — (18) (37) Other (1) — — FINANCIAL RESULTS BEFORE INCOME TAXES AND NONCONTROLLING INTERESTS (528) (466) (472) Provision for income taxes (8) (89) (146) Net (income) loss attributable to noncontrolling interests (1) 1 2 FINANCIAL RESULTS ATTRIBUTABLE TO COMMON STOCKHOLDERS $ (537) $ (554) $ (616) (1) Prior year amounts have been reclassified to conform with our current year presentation.
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.
We believe this metric is a meaningful indicator of member engagement. • Segment financial results attributable to common stockholders reflects revenues less expenses that are directly attributable to each respective reportable business segment (Vacation Ownership and Exchange & Third-Party Management). We believe this measure provides meaningful insight into the operating performance of our reportable business segments.
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. 48 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.
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.
(2) Rental occupancy represents transient and preview keys divided by keys available to rent, which is total available keys excluding owner usage. 2024 Compared to 2023 Rental profit, excluding profit from owned hotels, increased due to: • $43 million of higher plus points revenue attributed to enhanced sales incentive programs put in place during COVID, which increased the amount of plus points issued and lengthened the use period; and • $26 million increase in costs allocated to marketing and sales expense for occupancy used for previews.
(2) Rental occupancy represents transient and preview keys divided by keys available to rent, which is total available keys excluding owner usage. 2025 Compared to 2024 Rental profit declined due to: • $23 million of lower plus point revenue resulting from the non-recurring impact of sales incentive programs put in place during the COVID pandemic, which increased the amount of plus points issued and lengthened the use period through the end of 2024, resulting in higher non-recurring revenues in 2024; • $13 million of higher unsold maintenance fees associated with developer-owned inventory; • $17 million of higher marketing, variable and other costs; and • $2 million of increased costs due to higher owner utilization of third-party vacation offerings.
We calculate financing propensity as contract sales volume of financed contracts originated in the period divided by contract sales volume of all contracts originated in the period. We do not include resales contract sales in the financing propensity calculation. First-time buyers are more likely to finance their purchases and remain an integral part of our overall marketing and sales strategy.
We calculate financing propensity as contract sales volume of 42 financed contracts originated in the period divided by contract sales volume of all contracts originated in the period. We do not include resales contract sales in the financing propensity calculation.
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) cash generated from our rental and resort management and other services operations. 59 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.
See Footnote 15 “Debt” to our Financial Statements for further information related to maturities of our debt. 59 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) cash generated from our rental and resort management and other services operations.
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. • Tours is the number of sales tours performed during the applicable period, and generally includes virtual and offsite sales tours, and excludes telesales.
We believe that VPG is a key driver of profitability as it reflects both the average contract price and the effectiveness of converting touring guests into purchasers. • Tours is defined as the number of sales tours conducted during the applicable period, including virtual and offsite sales tours and excludes telesales.
Lock-off villas represent two keys and non-lock-off villas represent one key. The “transient keys” metric represents the blended mix of inventory available for rent and includes all of the combined inventory configurations available in our resort system. Cost Reimbursements Cost reimbursements include direct and indirect costs that are reimbursed to us by owners’ associations and customers under management contracts.
The “transient keys” metric represents the blended mix of inventory available for rent and includes all of the combined inventory configurations available in our resort system. 43 Cost Reimbursements Cost reimbursements include direct and indirect costs that are reimbursed to us by owners’ associations and customers under management contracts, which costs are principally payroll-related costs at the locations where we employ the associates providing on-site services, costs associated with property refurbishments (including those where we act as the project manager), and insurance costs.
Getaways allows us to monetize excess availability of resort accommodations within the applicable exchange network, as well as provide additional vacation opportunities to members. Resort accommodations typically become available as Getaways as a result of seasonal oversupply or underutilized space in the applicable exchange program. We also source resort accommodations specifically for the Getaways program.
Resort accommodations typically become available as Getaways as a result of seasonal oversupply or underutilized space in the applicable exchange program. We also source resort accommodations specifically for the Getaways program. Rental revenues associated with Getaways are reported net of related expenses.
Resort Management and Other Services Revenues, Expenses and Profit Fiscal Years 2024 vs. 2023 ($ in millions) 2024 2023 2022 Change Management fee revenues $ 207 $ 180 $ 166 $ 27 15% Ancillary revenues 266 252 241 14 6% Other management and exchange revenues 139 136 127 3 3% Resort management and other services revenues 612 568 534 44 8% Resort management and other services expenses (293) (270) (240) (23) (9%) Resort management and other services profit $ 319 $ 298 $ 294 $ 21 7% Resort management and other services profit margin 52.1% 52.4% 55.1% (0.3 pts) Resort occupancy (1) 89.8% 88.1% 89.3% 1.7 pts (1) Resort occupancy represents all transient, preview, and owner keys divided by total keys available, net of keys out of service. 2024 Compared to 2023 The increase in Resort management and other services revenues reflects higher management fees, higher ancillary revenues and higher club dues.
Resort Management and Other Services Revenues, Expenses and Profit Fiscal Years 2025 vs. 2024 ($ in millions) 2025 2024 2023 Change Management fee revenues $ 221 $ 207 $ 180 $ 14 7% Ancillary revenues 273 266 252 7 2% Other management and exchange revenues 139 139 136 — —% Resort management and other services revenues 633 612 568 21 3% Resort management and other services expenses (291) (293) (270) 2 1% Resort management and other services profit $ 342 $ 319 $ 298 $ 23 7% Resort management and other services profit margin 54.1% 52.1% 52.4% 2.0 pts Resort occupancy (1) 89.2% 89.8% 88.1% (0.6 pts) (1) Resort occupancy represents all transient, preview, and owner keys divided by total keys available, net of keys out of service. 2025 Compared to 2024 The increase in Resort management and other services profit reflects $16 million of higher management and exchange profit reflecting continued growth in revenues and operating efficiencies, and $7 million of higher ancillary profit. 52 Rental Revenues, Expenses and Margin Fiscal Years 2025 vs. 2024 ($ in millions) 2025 2024 2023 Change Rental revenues $ 615 $ 605 $ 531 $ 10 2% Rental expenses (537) (498) (466) (39) (8%) Rental profit $ 78 $ 107 $ 65 $ (29) (27%) Rental profit margin 12.7% 17.6% 12.4% (4.9 pts) Transient keys rented (1) 2,236,229 2,172,529 2,072,590 63,700 3% Average transient key rate $ 258 $ 257 $ 269 $ 1 —% Rental occupancy (2) 72.0% 72.3% 68.2% (0.3 pts) (1) Transient keys rented exclude plus points and preview stays.
Acquired vacation ownership notes receivable are accounted for using the purchased credit deteriorated assets provision of the current expected credit loss model.
First-time buyers are more likely to finance their purchases and remain an integral part of our overall marketing and sales strategy. Acquired vacation ownership notes receivable are accounted for using the purchased credit deteriorated assets provision of the current expected credit loss model.
At December 31, 2024, our corporate debt, net of cash and equivalents, to Adjusted EBITDA ratio was 4.0, above our targeted range of 2.5 to 3.0, and we remain focused on reducing this ratio over time.
At December 31, 2025, our corporate debt, net of cash and equivalents, to Adjusted EBITDA ratio was 4.2, a manageable leverage level, and we remain focused on reducing this ratio over time. Subsequent to the end of 2025, we used the proceeds from the 2033 Notes to repay our 2026 Convertible Notes upon maturity.
Repurchase of Common Stock The following table summarizes share repurchase activity under our current Share Repurchase Program: ($ in millions, except per share amounts) Number of Shares Repurchased Cost Basis of Shares Repurchased Average Price Paid per Share As of December 31, 2023 25,141,073 $ 2,405 $ 95.65 For the year ended December 31, 2024 649,477 56 85.79 As of December 31, 2024 25,790,550 $ 2,461 $ 95.40 See Footnote 17 “Stockholders' Equity” to our Financial Statements for further information related to our current share repurchase program.
Vacation Ownership Notes Receivable Collections Less Than Originations Fiscal Years ($ in millions) 2025 2024 2023 Vacation ownership notes receivable collections — non-securitized $ 160 $ 111 $ 152 Vacation ownership notes receivable collections — securitized 519 521 444 Vacation ownership notes receivable originations (1,030) (1,015) (987) Vacation ownership notes receivable collections less than originations $ (351) $ (383) $ (391) Vacation ownership notes receivable collections were less than originations in 2025, 2024 and 2023 due to the growth of our vacation ownership notes receivable portfolio. 61 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 Repurchased Cost Basis of Shares Repurchased Average Price Paid per Share As of December 31, 2024 25,790,550 $ 2,461 $ 95.40 For the year ended December 31, 2025 1,004,613 61 61.26 As of December 31, 2025 26,795,163 $ 2,522 $ 94.12 See Footnote 16 “Stockholders' Equity” to our Financial Statements for further information related to our current share repurchase program.
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.
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.
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.
Timing of Estimated Tax Payments As part of the federal tax relief provided by the Internal Revenue Service for businesses in areas of Florida affected by hurricanes during 2024, we were permitted to defer certain federal income tax payments without incurring interest or penalties. As a result, we deferred $38 million of estimated tax payments from 2024 to 2025.
Further integration costs incurred after these periods are reflected in the operating results of each of our segments and/or General and administrative expenses. 45 Performance Measures We measure operating performance using the key metrics described below: • Contract sales from the sale of vacation ownership products is considered 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 , see below), by the number of tours in a given period.
The definitions and methodologies of certain of these metrics may differ from those used by other companies, and as a result, these metrics may not be directly comparable to similarly titled measures reported by other companies. • Contract sales from the sale of VOIs 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 as consolidated vacation ownership contract sales, excluding fractional sales, telesales, resales, and other sales that are not attributed to a sales tour (collectively, “Tours”) divided by the number of Tours conducted during the applicable period.
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 Fiscal Years ($ in millions) 2024 2023 2022 Inventory spending $ (183) $ (89) $ (138) Purchase of property for future transfer to inventory (10) (27) (12) Inventory costs 150 176 242 Inventory spending (in excess of) less than cost of sales $ (43) $ 60 $ 92 Although we have adequate 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 to support anticipated future contract sales growth.
Operations In addition to net income or loss 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 Fiscal Years ($ in millions) 2025 2024 2023 Inventory spending $ (111) $ (183) $ (89) Purchase and development of property for future transfer to inventory (140) (10) (27) Inventory costs 136 150 176 Inventory spending (in excess of) less than cost of sales $ (115) $ (43) $ 60 We plan to restrict our new inventory spending to capital efficient arrangements where our cash outlay coincides with start of sales, as well as low-cost reacquired inventory.
We have increased our sales reserve rate to reflect higher expected cumulative losses on new originations and do not expect to lower the sales reserve rate until we have sufficient evidence of improvement in delinquency and default rates. 52 Development Profit Fiscal Years 2024 vs. 2023 ($ in millions) 2024 % of Revenue 2023 % of Revenue 2022 % of Revenue Change Sale of vacation ownership products $ 1,448 $ 1,460 $ 1,618 $ (12) (1%) Cost of vacation ownership products (200) (14%) (224) (15%) (289) (18%) 24 11% Marketing and sales (919) (63%) (823) (56%) (807) (50%) (96) (12%) Development profit $ 329 $ 413 $ 522 $ (84) (20%) Development profit margin 22.7% 28.3% 32.2% (5.6 pts) 2024 Compared to 2023 The decrease in Development profit was due to the following: • lower sales of vacation ownership products due to the increase in sales reserve discussed above; and • higher marketing and sales costs due to: • higher preview costs attributed to a $26 million increase in cost of occupancy and $4 million for higher tours volume; • $28 million increase in tour generation costs; • $19 million of higher compensation due to inflation and higher contract sales; and • $19 million of higher information technology and other operating costs.
While our delinquency rates at December 31, 2025 have declined approximately 100 basis points compared to December 31, 2024, we do not expect to lower the sales reserve for new originations until we have sufficient, sustained evidence of continued improvement in delinquency and default rates. 51 Development Profit Fiscal Years 2025 vs. 2024 ($ in millions) 2025 % of Revenue 2024 % of Revenue 2023 % of Revenue Change Sale of vacation ownership products $ 1,464 $ 1,448 $ 1,460 $ 16 1% Cost of vacation ownership products (184) 13% (200) 14% (224) 15% 16 8% Marketing and sales (943) 64% (919) 63% (823) 56% (24) (3%) Development profit $ 337 $ 329 $ 413 $ 8 2% Development profit margin 23.0% 22.7% 28.3% 0.3 pts 2025 Compared to 2024 The increase in Development profit was due to the following: • higher Sale of vacation ownership products (discussed above); and • lower Cost of vacation ownership products due to the $13 million favorable impact of the additional sales reserve in 2024 partially offset by the sale of higher average cost inventory.
Vacation Ownership Fiscal Years 2024 vs. 2023 ($ in millions) 2024 2023 2022 Change Segment financial results $ 703 $ 777 $ 961 $ (74) (10%) Depreciation and amortization 100 93 92 7 7% Share-based compensation expense 8 8 7 — —% Certain items 34 5 (27) 29 NM Segment Adjusted EBITDA $ 845 $ 883 $ 1,033 $ (38) (4%) Segment Adjusted EBITDA Margin 28.1% 30.7% 35.0% (2.6 pts) The table below details the components of Certain items for the Vacation Ownership segment financial results for fiscal years 2024 and 2023.
Vacation Ownership Fiscal Years 2025 vs. 2024 ($ in millions) 2025 2024 2023 Change Segment financial results $ 345 $ 703 $ 777 $ (358) NM Depreciation and amortization 106 100 93 6 7% Share-based compensation expense 9 8 8 1 11% Amortization of cloud computing amortization implementation costs (1) 5 3 — 2 NM Certain items 403 34 5 369 NM Segment Adjusted EBITDA (1) $ 868 $ 848 $ 883 $ 20 2% Segment Adjusted EBITDA Margin (1) 28.3% 28.2% 30.7% 0.1 pts (1) Prior year amounts have been reclassified to conform with our current year presentation.
(“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.
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.
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 view Tours as an important indicator of touring guest volume. • Development profit margin is calculated as Development profit divided by revenues from the sale of vacation ownership products. Development profit represents revenues from the sale of vacation ownership products, net of the cost of vacation ownership products and related marketing and sales costs.
Fiscal Years 2024 vs. 2023 ($ in millions) 2024 2023 2022 Change Net income attributable to common stockholders $ 218 $ 254 $ 391 $ (36) (14%) Interest expense, net 162 145 118 17 12% Provision for income taxes 89 146 191 (57) (39%) Depreciation and amortization 146 135 132 11 8% EBITDA 615 680 832 (65) (10%) Share-based compensation expense 33 31 39 2 5% Certain items 79 50 95 29 NM Adjusted EBITDA $ 727 $ 761 $ 966 $ (34) (4%) Adjusted EBITDA Margin 22.2% 24.0% 29.4% (1.8 pts) The table below details the components of Certain items for fiscal years 2024 and 2023.
Fiscal Years 2025 vs. 2024 ($ in millions) 2025 2024 2023 Change Net (loss) income attributable to common stockholders $ (308) $ 218 $ 254 $ (526) NM Interest expense, net 169 162 145 7 4% Provision for income taxes 8 89 146 (81) NM Depreciation and amortization 149 146 135 3 3% EBITDA 18 615 680 (597) NM Share-based compensation expense 38 33 31 5 15% Amortization of cloud computing software implementation costs (1)(2) 6 3 — 3 NM Certain items (1) 689 85 50 604 NM Adjusted EBITDA (1) $ 751 $ 736 $ 761 $ 15 2% Adjusted EBITDA Margin (1) 22.5% 22.5% 24.0% 0.0 pts (1) Prior year amounts have been reclassified to conform with our current year presentation.
Fiscal Years ($ in millions) 2024 2023 ILG integration $ — $ 15 Welk acquisition and integration 18 22 Transaction and integration costs 18 37 Purchase accounting adjustments 1 8 Litigation charges 17 13 Restructuring charges 10 6 Impairment charges 30 32 Early redemption of senior secured notes — 10 Gain on disposition of hotel, land, and other (8) (8) Foreign currency translation loss (gain) 13 (6) Insurance proceeds (5) (9) Change in indemnification asset 5 (31) Change in estimates relating to pre-acquisition contingencies (4) — Other — (3) Losses (gains) and other expense (income), net 1 (47) Other 2 1 Total Certain items $ 79 $ 50 During the third quarter of 2023 and the second quarter of 2024, we discontinued classifying costs associated with the continued integration of ILG and Welk, respectively, in Transaction and integration costs.
Fiscal Years ($ in millions) 2025 2024 Gain on disposition of hotel, land, and other $ — $ (8) Foreign currency translation (gain) loss (22) 13 Insurance proceeds (16) (5) Change in indemnification asset (4) 5 Change in estimates relating to pre-acquisition contingencies (2) (4) Other (3) — (Gains) losses and other (income) expense, net (47) 1 Transaction and integration costs — 18 Purchase accounting adjustments — 1 Litigation charges (1) 17 23 Modernization (1) 122 4 Restructuring (1) 15 6 Impairment 577 30 Other 5 2 Total Certain items (1) $ 689 $ 85 (1) Prior year amounts have been reclassified to conform with our current year presentation. 48 Segment Adjusted EBITDA Fiscal Years 2025 vs. 2024 ($ in millions) 2025 2024 2023 Change Vacation Ownership (1) $ 868 $ 848 $ 883 $ 20 2% Exchange & Third-Party Management 91 102 130 (11) (11%) Segment Adjusted EBITDA (1) 959 950 1,013 9 1% General and administrative (1) (242) (237) (273) (5) (2%) Other 34 23 21 11 43% Adjusted EBITDA (1) $ 751 $ 736 $ 761 $ 15 2% (1) Prior year amounts have been reclassified to conform with our current year presentation.
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.
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 or loss and cash flow.
Financing Revenues, Expenses and Margin Fiscal Years 2024 vs. 2023 ($ in millions) 2024 2023 2022 Change Financing revenues $ 342 $ 322 $ 293 $ 20 6% Financing expenses (41) (36) (20) (5) (13%) Consumer financing interest expense (105) (77) (55) (28) (36%) Financing profit $ 196 $ 209 $ 218 $ (13) (6%) Financing profit margin 57.4% 64.9% 74.5% (7.5 pts) Financing propensity 55.9% 58.1% 53.9% (2.2 pts) 2024 Compared to 2023 The increase in Financing revenues reflects $20 million of higher interest income as a result of a higher average vacation ownership notes receivable balance and $1 million of higher late and service fees, partially offset by $1 million of higher plus point financing incentive costs (recorded as a reduction of interest income).
Financing Revenues, Expenses and Margin Fiscal Years 2025 vs. 2024 ($ in millions) 2025 2024 2023 Change Financing revenues $ 360 $ 342 $ 322 $ 18 5% Financing expenses (44) (41) (36) (3) (9%) Consumer financing interest expense (106) (105) (77) (1) —% Financing profit $ 210 $ 196 $ 209 $ 14 7% Financing profit margin 58.3% 57.4% 64.9% 0.9 pts Financing propensity 56.7% 55.9% 58.1% 0.8 pts 2025 Compared to 2024 • Financing revenues reflect higher interest income as a result of a higher average notes receivable balance. • The increase in financing expense is primarily attributed to higher credit card fees, partially offset by lower operating costs, including those resulting from our cost savings initiatives implemented in the third quarter of 2025. 53 Litigation Charges Fiscal Years 2025 vs. 2024 ($ in millions) 2025 2024 2023 Change Litigation charges $ 11 $ 18 $ 12 $ (7) (38%) 2025 Compared to 2024 During 2025 and 2024, litigation charges relate primarily to certain resorts in Europe, as well as a land disposition in the U.S. during 2024.
Income Tax Fiscal Years ($ in millions) 2024 2023 2022 Provision for income taxes $ (89) $ (146) $ (191) Effective tax rate 29.0% 36.5% 32.9% 2024 Compared to 2023 The change in our income tax expense is attributable to lower income before income taxes and noncontrolling interests $23 million and benefits from changes in uncertain tax benefits and our valuation allowance ($78 million).
Income Tax Fiscal Years ($ in millions) 2025 2024 2023 Provision for income taxes $ (8) $ (89) $ (146) Effective tax rate (2.8%) 29.0% 36.5% 2025 Compared to 2024 The decrease in income tax expense for 2025 primarily reflects losses before income taxes and noncontrolling interests, as well as the establishment of valuation allowances on certain deferred tax assets.
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.
Fiscal Years ($ in millions) 2025 2024 2023 REVENUES Resort management and other services $ 57 $ 49 $ 39 Cost reimbursements (43) (43) (42) TOTAL REVENUES 14 6 (3) EXPENSES Resort management and other services 68 67 54 Rental (14) (17) (14) Cost reimbursements (43) (43) (42) TOTAL EXPENSES 11 7 (2) Interest expense, net — 1 1 FINANCIAL RESULTS BEFORE INCOME TAXES AND NONCONTROLLING INTERESTS 3 — — Provision for income taxes (1) (1) (1) Net (income) loss attributable to noncontrolling interests (1) 1 2 FINANCIAL RESULTS ATTRIBUTABLE TO COMMON STOCKHOLDERS $ 1 $ — $ 1 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.
(2) For customers who financed a vacation ownership purchase and for whom a credit score was available, generally U.S. and Canadian residents. 2024 Compared to 2023 Contract sales increased in 2024 due to a 7% increase in tours, partially offset by a 4% decline in VPG.
(2) For customers who financed a vacation ownership purchase and for whom a credit score was available, generally U.S. and Canadian residents. 2025 Compared to 2024 The increase in Sale of vacation ownership products was primarily due to a decrease in our sales reserve reflecting the $70 million sales reserve adjustment (the “additional sales reserve”) recorded in the second quarter of 2024, which did not recur in 2025.
Impairment Fiscal Years 2024 vs. 2023 ($ in millions) 2024 2023 2022 Change Impairment $ 28 $ 12 $ 2 $ 16 NM During 2024, we recorded a non-cash impairment charge of $28 million related to Legacy-Welk inventory. The impairment charge reflects an elongated pace of sales at a higher marketing and selling cost than that estimated in purchase accounting.
The impairment charge reflects an elongated pace of sales at a higher marketing and selling cost than the estimates used in purchase accounting when we acquired the inventory. 54 Gains and Other Income Fiscal Years 2025 vs. 2024 ($ in millions) 2025 2024 2023 Change Gains and other income, net $ 18 $ 16 $ 29 $ 2 NM During 2025 we benefited from $15 million of proceeds from service interruption insurance relating to the Maui wildfires, a $2 million reduction in certain pre-acquisition contingencies associated with the ILG Acquisition, and $1 million of other miscellaneous gains.
We intend to modernize and optimize our processes and systems, including through advanced technology and automation, while focusing on efforts to increase sales efficiency and inventory optimization while capturing significant savings from initiatives related to procurement and corporate overhead.
The Strategic Business Operations office was created to modernize and optimize our processes and systems, including through advanced technology and automation; increase sales efficiency and inventory optimization; and capture significant savings from initiatives related to procurement and corporate overhead. 2025 Modernization charges related to: • $87 million of advisory services; • $18 million for the partial outsourcing of corporate overhead functions; • $12 million for technology; and • $5 million related to other initiatives.
Accordingly, there can be no assurance that we will pay dividends in the future at any particular rate or at all. 62 Material Cash Requirements The following table summarizes our future material cash requirements from known contractual or other obligations as of December 31, 2024: Payments Due by Period ($ in millions) Total Less Than 1 Year 1 - 3 Years 3 - 5 Years More Than 5 Years Debt (1)(2) $ 3,439 $ 119 $ 1,508 $ 996 $ 816 Securitized debt (1)(3) 2,736 282 647 486 1,321 Purchase obligations (4) 538 224 283 19 12 Operating lease obligations (5) 117 25 39 22 31 Finance lease obligations (5) 535 18 30 26 461 Other long-term obligations 25 22 2 1 — $ 7,390 $ 690 $ 2,509 $ 1,550 $ 2,641 (1) Includes principal as well as interest payments and excludes unamortized debt discount and issuance costs.
Material Cash Requirements The following table summarizes our future material cash requirements from known contractual or other obligations as of December 31, 2025: Payments Due by Period ($ in millions) Total Less Than 1 Year 1 - 3 Years 3 - 5 Years More Than 5 Years Debt (1) $ 4,091 $ 727 $ 1,186 $ 694 $ 1,484 Securitized debt (1)(2) 2,822 287 556 523 1,456 Purchase obligations (3) 626 204 333 70 19 Operating lease obligations (4) 84 23 28 17 16 Finance lease obligations (4) 522 18 30 26 448 Other long-term obligations 33 31 2 — — $ 8,178 $ 1,290 $ 2,135 $ 1,330 $ 3,423 (1) Includes principal as well as interest payments and excludes unamortized debt discount and issuance costs.
(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 under such contracts and primarily relate to future purchases of property and vacation ownership units and information technology assets (hardware and software).
(2) Payments based on estimated timing of cash flow associated with securitized notes receivable. (3) 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.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeThe following table presents the scheduled maturities and the total fair value as of December 31, 2024 for our financial instruments that are impacted by market risks: ($ in millions) Average Interest Rate Maturities by Period 2025 2026 2027 2028 2029 There-after Total Carrying Value Total Fair Value Assets – Maturities represent expected principal receipts; fair values represent assets Vacation ownership notes receivable — non-securitized 11.8% $ 90 $ 63 $ 58 $ 50 $ 40 $ 222 $ 523 $ 527 Vacation ownership notes receivable — securitized 13.4% $ 164 $ 171 $ 175 $ 176 $ 172 $ 1,059 $ 1,917 $ 1,981 Contracts receivable for financed VOI sales, net 12.5% $ 4 $ 4 $ 4 $ 4 $ 4 $ 26 $ 46 $ 46 Liabilities – Maturities represent expected principal payments; fair values represent liabilities Securitized debt 4.8% $ (183) $ (189) $ (298) $ (187) $ (183) $ (1,123) $ (2,163) $ (2,147) Term Loan 6.6% $ (8) $ (8) $ (8) $ (8) $ (8) $ (756) $ (796) $ (796) Revolving Corporate Credit Facility 6.3% $ — $ — $ (125) $ — $ — $ — $ (125) $ (125) Senior Notes 2028 Notes 4.8% $ — $ — $ — $ (350) $ — $ — $ (350) $ (336) 2029 Notes 4.5% $ — $ — $ — $ — $ (500) $ — $ (500) $ (467) 2026 Convertible Notes 0.0% $ — $ (575) $ — $ — $ — $ — $ (575) $ (546) 2027 Convertible Notes 3.3% $ — $ — $ (575) $ — $ — $ — $ (575) $ (541) We are exposed to currency exchange rate risk through investments in foreign subsidiaries that transact business in a currency other than the U.S. dollar and through the revaluation of assets and liabilities denominated in a currency other than the functional currency.
Biggest changeThe following table presents the scheduled maturities and the total fair value as of December 31, 2025 for our financial instruments that are impacted by market risks: ($ in millions) Average Interest Rate Maturities by Period 2026 2027 2028 2029 2030 Thereafter Total Carrying Value Total Fair Value Assets – Maturities represent expected principal receipts; fair values represent assets Vacation ownership notes receivable — non-securitized 11.9% $ 107 $ 80 $ 72 $ 61 $ 48 $ 297 $ 665 $ 670 Vacation ownership notes receivable — securitized 13.4% $ 163 $ 168 $ 169 $ 169 $ 171 $ 1,060 $ 1,900 $ 1,975 Contracts receivable for financed VOI sales, net 12.9% $ 4 $ 5 $ 5 $ 6 $ 7 $ 68 $ 95 $ 95 Liabilities – Maturities represent expected principal payments; fair values represent liabilities Securitized debt 4.8% $ (185) $ (189) $ (192) $ (191) $ (193) $ (1,223) $ (2,173) $ (2,196) Term Loan 6.0% $ (8) $ (8) $ (8) $ (8) $ (8) $ (748) $ (788) $ (788) Senior Notes 2028 Notes 4.8% $ — $ — $ (350) $ — $ — $ — $ (350) $ (346) 2029 Notes 4.5% $ — $ — $ — $ (500) $ — $ — $ (500) $ (479) 2033 Notes 6.5% $ — $ — $ — $ — $ — $ (575) $ (575) $ (553) 2026 Convertible Notes 0.0% $ (575) $ — $ — $ — $ — $ — $ (575) $ (564) 2027 Convertible Notes 3.3% $ — $ (575) $ — $ — $ — $ — $ (575) $ (548) 65 We are exposed to currency exchange rate risk through investments in foreign subsidiaries that transact business in a currency other than the U.S. dollar and through the revaluation of assets and liabilities denominated in a currency other than the functional currency.
Assuming we had no outstanding balance on our Revolving Corporate Credit Facility, a 100 basis point increase in the underlying benchmark rate on our variable-rate debt at December 31, 2024 would result in an annual increase in cash interest of approximately $8 million.
Assuming we had no outstanding hedging arrangements and no outstanding balance on our Revolving Corporate Credit Facility, a 100 basis point increase in the underlying benchmark rate on our variable-rate debt at December 31, 2025 would result in an annual increase in cash interest of approximately $8 million.
Changes in interest rates also impact the fair value of our fixed-rate vacation ownership notes receivable and our fixed-rate debt. We issue securitized debt backed by consumer loans at least twice annually.
Changes in interest rates also impact the fair value of our fixed-rate vacation ownership notes receivable and our fixed-rate debt. We typically issue securitized debt backed by consumer loans twice a year.
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.
We manage the interest rate risk on our corporate debt through the use of a combination of fixed-rate debt and interest rate swaps that fix a portion of our variable-rate debt.
At December 31, 2024, the interest rate applicable to 68% (approximately $2 billion) of our corporate debt, excluding finance leases, was fixed and the interest rate applicable to the remaining 32% (approximately $921 million) was variable.
At December 31, 2025, after considering the impact of our interest rate swap agreement and excluding finance leases, the interest rate applicable to 85% (approximately $2.9 billion) of our total corporate debt, was effectively fixed and the interest rate applicable to the remaining 15% (approximately $488 million) was variable.
Added
Assuming no outstanding balance on our Revolving Corporate Credit Facility, a 100 basis point increase in the underlying benchmark rate on our variable-rate debt at December 31, 2025 would result in an increase of approximately $5 million in annual cash interest due to the impact of our hedging arrangements discussed in Footnote 15 “Debt” to our Financial Statements.

Other VAC 10-K year-over-year comparisons