Annual Statements Open main menu

MARRIOTT VACATIONS WORLDWIDE Corp - Quarter Report: 2023 June (Form 10-Q)


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
FORM 10-Q
___________________________________________
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2023
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission file number 001-35219
_________________________
Marriott Vacations Worldwide Corporation
(Exact name of registrant as specified in its charter)
_________________________
Delaware45-2598330
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
9002 San Marco CourtOrlandoFL32819
(Address of principal executive offices)(Zip Code)
(407) 206-6000 (Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 Par ValueVACNew York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes      No  
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes      No  
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerAccelerated filerNon-accelerated filerSmaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No
The number of shares outstanding of the issuer’s common stock, par value $0.01 per share, as of July 31, 2023 was 36,469,493.




MARRIOTT VACATIONS WORLDWIDE CORPORATION
FORM 10-Q TABLE OF CONTENTS
Page
Part I.
Item 1.
Item 2.
Item 3.
Item 4.
Part II.
Item 1.
Item 1A.
Item 2.
Item 5.
Item 6.
Throughout this report, we refer to Marriott Vacations Worldwide Corporation, together with its consolidated subsidiaries, as “Marriott Vacations Worldwide,” “MVW,” “we,” “us,” or the “Company.” We also refer to brands that we own, as well as those brands that we license, as our brands. All brand names, trademarks, trade names, and service marks cited in this report are the property of their respective owners, including those of other companies and organizations. Solely for convenience, trademarks, trade names, and service marks referred to in this report may appear without the ® or TM symbols, however, such references are not intended to indicate in any way that MVW or the owner, as applicable, will not assert, to the fullest extent under applicable law, all rights to such trademarks, trade names, and service marks.


Table of Contents
PART I. FINANCIAL INFORMATION
Item 1.    Financial Statements
MARRIOTT VACATIONS WORLDWIDE CORPORATION
INTERIM CONSOLIDATED STATEMENTS OF INCOME
(In millions, except per share amounts)
(Unaudited)
Three Months EndedSix Months Ended
June 30, 2023June 30, 2022June 30, 2023June 30, 2022
REVENUES
Sale of vacation ownership products$391 $425 $766 $735 
Management and exchange206 203 406 425 
Rental146 140 297 273 
Financing80 72 158 143 
Cost reimbursements355 324 720 640 
TOTAL REVENUES1,178 1,164 2,347 2,216 
EXPENSES
Cost of vacation ownership products66 80 124 140 
Marketing and sales206 214 416 396 
Management and exchange110 102 217 229 
Rental112 87 225 168 
Financing25 23 51 44 
General and administrative64 64 132 125 
Depreciation and amortization34 32 66 65 
Litigation charges
Royalty fee29 29 58 56 
Impairment— — — 
Cost reimbursements355 324 720 640 
TOTAL EXPENSES1,003 957 2,018 1,868 
Gains and other income, net10 37 31 41 
Interest expense, net(36)(30)(70)(57)
Transaction and integration costs(10)(37)(23)(65)
Other
INCOME BEFORE INCOME TAXES AND NONCONTROLLING INTERESTS140 178 268 268 
Provision for income taxes(50)(43)(91)(75)
NET INCOME90 135 177 193 
Net loss attributable to noncontrolling interests— — 
NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS$90 $136 $177 $194 
EARNINGS PER SHARE ATTRIBUTABLE TO COMMON SHAREHOLDERS
Basic$2.46 $3.30 $4.78 $4.64 
Diluted$2.17 $2.97 $4.23 $4.18 
CASH DIVIDENDS DECLARED PER SHARE$0.72 $0.62 $1.44 $1.24 
See Interim Condensed Notes to Consolidated Financial Statements
1


Table of Contents
MARRIOTT VACATIONS WORLDWIDE CORPORATION
INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In millions)
(Unaudited)
Three Months EndedSix Months Ended
June 30, 2023June 30, 2022June 30, 2023June 30, 2022
NET INCOME$90 $135 $177 $193 
Foreign currency translation adjustments(2)12 
Reclassification of foreign currency translation adjustments realized upon disposition of entities— (10)— (10)
Derivative instrument adjustment, net of tax(1)(4)23 
OTHER COMPREHENSIVE GAIN (LOSS), NET OF TAX(5)15 
Net loss attributable to noncontrolling interests— — 
COMPREHENSIVE LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS— — 
COMPREHENSIVE INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS$95 $131 $185 $209 
See Interim Condensed Notes to Consolidated Financial Statements

2


Table of Contents
MARRIOTT VACATIONS WORLDWIDE CORPORATION
INTERIM CONSOLIDATED BALANCE SHEETS
(In millions, except share and per share data)
Unaudited
June 30, 2023December 31, 2022
ASSETS
Cash and cash equivalents$242 $524 
Restricted cash (including $78 and $85 from VIEs, respectively)
238 330 
Accounts and contracts receivable, net (including $14 and $13 from VIEs, respectively)
313 292 
Vacation ownership notes receivable, net (including $1,863 and $1,792 from VIEs, respectively)
2,272 2,198 
Inventory660 660 
Property and equipment, net1,221 1,139 
Goodwill3,117 3,117 
Intangibles, net884 911 
Other (including $87 and $76 from VIEs, respectively)
535 468 
TOTAL ASSETS$9,482 $9,639 
LIABILITIES AND EQUITY
Accounts payable$209 $356 
Advance deposits175 158 
Accrued liabilities (including $3 and $5 from VIEs, respectively)
322 369 
Deferred revenue417 344 
Payroll and benefits liability174 251 
Deferred compensation liability154 139 
Securitized debt, net (including $2,052 and $1,982 from VIEs, respectively)
2,028 1,938 
Debt, net3,001 3,088 
Other180 167 
Deferred taxes344 331 
TOTAL LIABILITIES7,004 7,141 
Contingencies and Commitments (Note 10)
Preferred stock — $0.01 par value; 2,000,000 shares authorized; none issued or outstanding
— — 
Common stock — $0.01 par value; 100,000,000 shares authorized; 75,806,578 and 75,744,524 shares issued, respectively
Treasury stock — at cost; 39,337,085 and 38,263,442 shares, respectively
(2,213)(2,054)
Additional paid-in capital3,947 3,941 
Accumulated other comprehensive income23 15 
Retained earnings718 593 
TOTAL MVW SHAREHOLDERS' EQUITY2,476 2,496 
Noncontrolling interests
TOTAL EQUITY2,478 2,498 
TOTAL LIABILITIES AND EQUITY$9,482 $9,639 
The abbreviation VIEs above means Variable Interest Entities.
See Interim Condensed Notes to Financial Statements
3


Table of Contents
MARRIOTT VACATIONS WORLDWIDE CORPORATION
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)
Six Months Ended
June 30, 2023June 30, 2022
OPERATING ACTIVITIES
Net income$177 $193 
Adjustments to reconcile net income to net cash, cash equivalents and restricted cash provided by operating activities:
Depreciation and amortization of intangibles66 65 
Amortization of debt discount and issuance costs12 10 
Vacation ownership notes receivable reserve79 66 
Share-based compensation19 20 
Impairment charges— 
Gains and other income, net(7)(47)
Deferred income taxes10 29 
Net change in assets and liabilities:
Accounts and contracts receivable(31)59 
Vacation ownership notes receivable originations(470)(483)
Vacation ownership notes receivable collections308 365 
Inventory46 25 
Other assets(61)(63)
Accounts payable, advance deposits and accrued liabilities(129)
Deferred revenue69 19 
Payroll and benefit liabilities(78)
Deferred compensation liability
Other liabilities12 — 
Deconsolidation of certain Consolidated Property Owners' Associations— (48)
Purchase of vacation ownership units for future transfer to inventory— (12)
Other, net(4)
Net cash, cash equivalents and restricted cash provided by operating activities27 218 
INVESTING ACTIVITIES
Proceeds from disposition of subsidiaries, net of cash and restricted cash transferred— 93 
Capital expenditures for property and equipment (excluding inventory)(63)(23)
Issuance of note receivable to VIE— (47)
Purchase of company owned life insurance(4)(11)
Other dispositions, net14 
Net cash, cash equivalents and restricted cash (used in) provided by investing activities(53)15 

Continued
See Interim Condensed Notes to Consolidated Financial Statements
4


Table of Contents
MARRIOTT VACATIONS WORLDWIDE CORPORATION
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(In millions)
(Unaudited)
Six Months Ended
June 30, 2023June 30, 2022
FINANCING ACTIVITIES
Borrowings from securitization transactions743 477 
Repayment of debt related to securitization transactions(651)(485)
Proceeds from debt515 125 
Repayments of debt(706)(125)
Finance lease incentive10 — 
Finance lease payment(2)(2)
Payment of debt issuance costs(6)(9)
Repurchase of common stock(162)(312)
Payment of dividends(80)(75)
Payment of withholding taxes on vesting of restricted stock units(10)(22)
Net cash, cash equivalents and restricted cash used in financing activities(349)(428)
Effect of changes in exchange rates on cash, cash equivalents and restricted cash(2)
Change in cash, cash equivalents and restricted cash(374)(197)
Cash, cash equivalents and restricted cash, beginning of period854 803 
Cash, cash equivalents and restricted cash, end of period$480 $606 
SUPPLEMENTAL DISCLOSURES
Non-cash issuance of debt in connection with asset acquisition$— $11 
Non-cash issuance of treasury stock for employee stock purchase plan
Non-cash transfer from inventory to property and equipment10 45 
Non-cash transfer from property and equipment to inventory63 
Non-cash transfer from other assets to property and equipment— 15 
Right-of-use asset obtained in exchange for finance lease obligation80 — 
Non-cash issuance of debt in connection with finance lease97 — 
Non-cash reduction of debt associated with bifurcation of conversion feature on the 2022 Convertible Notes— 
Non-cash adjustment to additional paid-in capital for 2022 Convertible Note Hedges— 
Interest paid, net of amounts capitalized99 69 
Income taxes paid, net of refunds133 33 

See Interim Condensed Notes to Consolidated Financial Statements

5



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



MARRIOTT VACATIONS WORLDWIDE CORPORATION
INTERIM CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (CONTINUED)
(In millions)
(Unaudited)
Common
Stock
Issued
Common
Stock
Treasury
Stock
Additional
Paid-In
Capital
Accumulated Other Comprehensive (Loss) IncomeRetained EarningsTotal MVW Shareholders' EquityNoncontrolling InterestsTotal Equity
75.5 BALANCE AT DECEMBER 31, 2021$$(1,356)$4,072 $(16)$275 $2,976 $10 $2,986 
— 
Impact of adoption of ASU 2020-06
— — (111)— 31 (80)— (80)
75.5 OPENING BALANCE 2022(1,356)3,961 (16)306 2,896 10 2,906 
— Net income— — — — 58 58 — 58 
— Foreign currency translation adjustments— — — — — 
— Derivative instrument adjustment— — — 16 — 16 — 16 
0.2 Share-based compensation plans— (16)— — (15)— (15)
— Repurchase of common stock— (119)— — — (119)— (119)
— Dividends— — — — (26)(26)— (26)
75.7 BALANCE AT MARCH 31, 2022(1,474)3,945 338 2,814 10 2,824 
— Net income— — — — 136 136 (1)135 
— Foreign currency translation adjustments— — — (2)— (2)— (2)
— Reclassification of foreign currency translation adjustments realized upon disposition of entities— — — (10)— (10)— (10)
— Derivative instrument adjustment— — — — — 
— Adjustment for 2022 Convertible Note Hedges— — — — — 
— Share-based compensation plans— 12 — — 13 — 13 
— Repurchase of common stock— (193)— — — (193)— (193)
— Deconsolidation of certain Consolidated Property Owners' Associations— — — — — — (8)(8)
— Dividends— — — — (26)(26)— (26)
75.7 BALANCE AT JUNE 30, 2022$$(1,666)$3,963 $(1)$448 $2,745 $$2,746 
See Interim Condensed Notes to Consolidated Financial Statements
7


Table of Contents
MARRIOTT VACATIONS WORLDWIDE CORPORATION
INTERIM CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The Interim Consolidated Financial Statements present the results of operations, financial position and cash flows of Marriott Vacations Worldwide Corporation (referred to in this report as (i) “we,” “us,” “Marriott Vacations Worldwide,” “MVW,” or the “Company,” which includes our consolidated subsidiaries except where the context of the reference is to a single corporate entity, or (ii) “MVWC,” which shall refer only to Marriott Vacations Worldwide Corporation, without its consolidated subsidiaries). In order to make this report easier to read, we refer throughout to (i) our Interim Consolidated Financial Statements as our “Financial Statements,” (ii) our Interim Consolidated Statements of Income as our “Income Statements,” (iii) our Interim Consolidated Balance Sheets as our “Balance Sheets,” and (iv) our Interim Consolidated Statements of Cash Flows as our “Cash Flows.” In addition, references throughout to numbered “Footnotes” refer to the numbered Notes in the Interim Condensed Notes to Consolidated Financial Statements, unless otherwise noted. Capitalized terms used and not specifically defined herein have the same meanings given those terms in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “2022 Annual Report”). We also use certain other terms that are defined within these Financial Statements.
The Financial Statements presented herein and discussed below include 100% of the assets, liabilities, revenues, expenses, and cash flows of Marriott Vacations Worldwide, all entities in which Marriott Vacations Worldwide has a controlling voting interest (“subsidiaries”), and VIEs for which Marriott Vacations Worldwide is the primary beneficiary, as determined in accordance with consolidation accounting guidance. References in these Financial Statements to net income or loss attributable to common shareholders and MVW shareholders’ equity do not include noncontrolling interests, which represent the outside ownership of our consolidated non-wholly owned entities and are reported separately. Intercompany accounts and transactions between consolidated entities have been eliminated in consolidation.
These Financial Statements reflect our financial position, results of operations, and cash flows as prepared in conformity with United States Generally Accepted Accounting Principles (“GAAP”). The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Such estimates include, but are not limited to, revenue recognition, cost of vacation ownership products, inventory valuation, goodwill and intangibles valuation, accounting for acquired vacation ownership notes receivable, vacation ownership notes receivable reserves, income taxes, and loss contingencies. The uncertainties in the broader macroeconomic environment, including inflationary pressures, as well as effects of the recent COVID-19 pandemic, have made it more challenging to make these estimates. Actual results could differ from our estimates, and such differences may be material.
In our opinion, our Financial Statements reflect all normal and recurring adjustments necessary to present fairly our financial position, the results of our operations, and cash flows for the periods presented. Interim results may not be indicative of fiscal year performance because of, among other reasons, general macroeconomic conditions, including inflationary pressures, rising interest rates, and seasonal and short-term variations, as well as any effects of the recent COVID-19 pandemic. These Financial Statements have not been audited. We have condensed or omitted certain information and footnote disclosures normally included in financial statements presented in accordance with GAAP. Although we believe our footnote disclosures are adequate to make the information presented not misleading, the Financial Statements in this report should be read in conjunction with the consolidated financial statements and notes thereto in our 2022 Annual Report.
We refer to the business and brands that we acquired in the acquisition of Welk Hospitality Group, Inc. (“Welk”) in 2021 (the “Welk Acquisition”) as “Legacy-Welk.” We refer to the business and brands that we acquired in the acquisition of ILG, LLC, formerly known as ILG, Inc. (“ILG”), in 2018 (the “ILG Acquisition”) as “Legacy-ILG.” We refer to the business we conducted, and the associated brands, prior to the ILG Acquisition as “Legacy-MVW.”
8


Table of Contents
2. SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING STANDARDS
New Accounting Standards
Accounting Standards Update 2022-02 – “Financial Instruments — Credit Losses (Topic 326) Troubled Debt Restructurings and Vintage Disclosures” (“ASU 2022-02”)
In the first quarter of 2023, we adopted accounting standards update (“ASU”) 2022-02, which eliminated the recognition and measurement guidance applicable to troubled debt restructurings for creditors and enhanced disclosure requirements with respect to loan modifications for borrowers experiencing financial difficulty. ASU 2022-02 also requires disclosure of current-period gross write-offs by year of origination to be presented in the vintage disclosures for financing receivables. The adoption of ASU 2022-02 on January 1, 2023, on a prospective basis, did not have a material impact on our financial statements or disclosures other than the incremental disclosures relating to gross write-offs for vacation ownership notes receivable. See Footnote 6 “Vacation Ownership Notes Receivable” for the incremental disclosures required by the adoption of ASU 2022-02.
Accounting Standards Update 2020-04 – “Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting” (“ASU 2020-04”) and Accounting Standards Update 2022-06 – “Reference Rate Reform (Topic 848), Deferral of the Sunset Date of Topic 848” (“ASU 2022-06”)
In March 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-04, as amended, which provides optional expedients and exceptions to existing guidance on contract modifications and hedge accounting in an effort to ease the financial reporting burdens related to the expected market transition from the USD London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. This update was effective upon issuance and issuers were able to generally elect to adopt the optional expedients and exceptions over time through a period ending on December 31, 2022. In December 2022, the FASB issued ASU 2022-06 to extend the temporary accounting rules under Topic 848 from December 31, 2022 to December 31, 2024. During the second quarter of 2023, we amended our Term Loan (as defined in Footnote 12 “Debt”) and our interest rate swaps and collar to reference SOFR (as defined in Footnote 12 “Debt”) rather than LIBOR. See Footnote 12 “Debt” for more information. Both our Term Loan and the related interest rate swaps and collar will transition to SOFR at the same time, effective July 31, 2023. As of June 30, 2023, we have no other financial instruments to transition from LIBOR.
3. ACQUISITIONS AND DISPOSITIONS
Acquisitions
Charleston, South Carolina
During the first quarter of 2023, we acquired a parcel of land and an adjacent retail space in Charleston, South Carolina for $17 million. We plan to develop the parcel of land into a 50-unit vacation ownership resort and use a portion of the retail space to operate a sales center. The transaction was accounted for as an asset acquisition and was recorded in Property and equipment, net.
Bali
During the first quarter of 2022, we acquired 88 completed vacation ownership units, as well as a sales center, located in Bali, Indonesia for $36 million. The transaction was accounted for as an asset acquisition and the purchase price was allocated to Property and equipment, net. As consideration for the acquisition, we paid $12 million in cash and issued a non-interest bearing note payable for $11 million, of which $6 million was repaid in the first quarter of 2023. Further, during the first quarter of 2022, we reclassified $13 million of previous deposits associated with the project from Other assets to Property and equipment, net.
Dispositions
As part of the ILG Acquisition, we acquired the Vacation Resorts International (“VRI”) and Trading Places International (“TPI”) businesses (together, the “VRI Americas” business), which was part of our Exchange & Third-Party Management segment prior to our disposal of VRI Americas during the second quarter of 2022, as discussed below.
During the second quarter of 2022, we disposed of VRI Americas for proceeds of $55 million, net of cash and restricted cash transferred to the buyer of $12 million, after determining that this business was not a core component of our future growth strategy and operating model. The results of VRI Americas are included in our Exchange and Third-Party Management segment through the date of the sale. The net carrying value of VRI Americas as of the date of the disposition was $51 million, including $25 million of goodwill and $20 million of intangible assets. As a result of the
9


Table of Contents
disposition, we recorded a gain of $16 million in Gains and other income, net on our Income Statements for the three and six months ended June 30, 2022.
Additionally, during the second quarter of 2022, we disposed of entities that owned and operated a Vacation Ownership segment hotel in Puerto Vallarta, Mexico, for proceeds of $38 million, net of cash and restricted cash transferred to the buyer of $3 million, consistent with our strategy to dispose of non-strategic assets. The net carrying value of the business disposed of as of the date of the disposition, excluding the cumulative translation adjustment, was $18 million, substantially all of which was for property and equipment. As a result of this disposition, we recorded a gain of $33 million in Gains and other income, net on our Income Statements for the three and six months ended June 30, 2022, which included the realization of cumulative foreign currency translation gains of $10 million associated with the disposition of these entities.
4. REVENUE AND RECEIVABLES
Sources of Revenue by Segment
Three Months Ended June 30, 2023
($ in millions)Vacation OwnershipExchange & Third-Party ManagementCorporate and OtherTotal
Sale of vacation ownership products$391 $— $— $391 
Ancillary revenues70 — 71 
Management fee revenues45 (1)49 
Exchange and other services revenues32 45 86 
Management and exchange147 51 206 
Rental135 11 — 146 
Cost reimbursements359 (7)355 
Revenue from contracts with customers1,032 65 1,098 
Financing80 — — 80 
Total Revenues$1,112 $65 $$1,178 
Three Months Ended June 30, 2022
($ in millions)Vacation OwnershipExchange & Third-Party ManagementCorporate and OtherTotal
Sale of vacation ownership products$425 $— $— $425 
Ancillary revenues66 — 67 
Management fee revenues41 11 (1)51 
Exchange and other services revenues33 46 85 
Management and exchange140 58 203 
Rental129 11 — 140 
Cost reimbursements325 (6)324 
Revenue from contracts with customers1,019 74 (1)1,092 
Financing72 — — 72 
Total Revenues$1,091 $74 $(1)$1,164 
10


Table of Contents
Six Months Ended June 30, 2023
($ in millions)Vacation OwnershipExchange & Third-Party ManagementCorporate and OtherTotal
Sale of vacation ownership products$766 $— $— $766 
Ancillary revenues131 — 133 
Management fee revenues90 13 (2)101 
Exchange and other services revenues61 92 19 172 
Management and exchange282 107 17 406 
Rental276 21 — 297 
Cost reimbursements727 (15)720 
Revenue from contracts with customers2,051 136 2,189 
Financing158 — — 158 
Total Revenues$2,209 $136 $$2,347 
Six Months Ended June 30, 2022
($ in millions)Vacation OwnershipExchange & Third-Party ManagementCorporate and OtherTotal
Sale of vacation ownership products$735 $— $— $735 
Ancillary revenues120 — 122 
Management fee revenues83 21 (4)100 
Exchange and other services revenues63 99 41 203 
Management and exchange266 122 37 425 
Rental251 22 — 273 
Cost reimbursements652 14 (26)640 
Revenue from contracts with customers1,904 158 11 2,073 
Financing143 — — 143 
Total Revenues$2,047 $158 $11 $2,216 
Timing of Revenue from Contracts with Customers by Segment
The following tables detail the timing of revenue from contracts with customers by segment for the time periods presented.
Three Months Ended June 30, 2023
($ in millions)Vacation OwnershipExchange & Third-Party ManagementCorporate and OtherTotal
Services transferred over time$567 $27 $$595 
Goods or services transferred at a point in time465 38 — 503 
Revenue from contracts with customers$1,032 $65 $$1,098 
11


Table of Contents
Three Months Ended June 30, 2022
($ in millions)Vacation OwnershipExchange & Third-Party ManagementCorporate and OtherTotal
Services transferred over time$523 $34 $(1)$556 
Goods or services transferred at a point in time496 40 — 536 
Revenue from contracts with customers$1,019 $74 $(1)$1,092 
Six Months Ended June 30, 2023
($ in millions)Vacation OwnershipExchange & Third-Party ManagementCorporate and OtherTotal
Services transferred over time$1,145 $56 $$1,203 
Goods or services transferred at a point in time906 80 — 986 
Revenue from contracts with customers$2,051 $136 $$2,189 
Six Months Ended June 30, 2022
($ in millions)Vacation OwnershipExchange & Third-Party ManagementCorporate and OtherTotal
Services transferred over time$1,041 $72 $11 $1,124 
Goods or services transferred at a point in time863 86 — 949 
Revenue from contracts with customers$1,904 $158 $11 $2,073 
Sale of Vacation Ownership Products
Revenues were reduced during the second quarter and first half of 2023 by $11 million and $19 million, respectively, due to changes in our estimates of variable consideration for performance obligations that were satisfied in prior periods.
Receivables from Contracts with Customers, Contract Assets, & Contract Liabilities
The following table shows the composition of our receivables from contracts with customers and contract liabilities. We had no contract assets at either June 30, 2023 or December 31, 2022.
($ in millions)At June 30, 2023At December 31, 2022
Receivables from Contracts with Customers
Accounts and contracts receivable, net$164 $194 
Vacation ownership notes receivable, net2,272 2,198 
$2,436 $2,392 
Contract Liabilities
Advance deposits$175 $158 
Deferred revenue417 344 
$592 $502 
Revenue recognized during the second quarter and first half of 2023 that was included in our contract liabilities balance at December 31, 2022 was $74 million and $174 million, respectively.
Remaining Performance Obligations
Our remaining performance obligations represent the expected transaction price allocated to our contracts that we expect to recognize as revenue in future periods when we perform under the contracts. At June 30, 2023, approximately 91% of this amount is expected to be recognized as revenue over the next two years.
12


Table of Contents
Accounts and Contracts Receivable
Accounts and contracts receivable is comprised of amounts due from customers, primarily owners’ associations, resort developers, owners and members, credit card receivables, interest receivables, amounts due from taxing authorities, indemnification assets, and other miscellaneous receivables. The following table shows the composition of our accounts and contracts receivable balances:
($ in millions)At June 30, 2023At December 31, 2022
Receivables from contracts with customers, net$164 $194 
Interest receivable16 16 
Tax receivable64 20 
Indemnification assets40 19 
Employee tax credit receivable15 16 
Other14 27 
$313 $292 
5. INCOME TAXES
Our provision for income taxes is calculated using an estimated annual effective tax rate (“AETR”), based upon expected annual income less losses in certain jurisdictions, permanent items, statutory rates and planned tax strategies in the various jurisdictions in which we operate. Certain items that do not relate directly to ordinary income are excluded from the AETR and included in the period in which they occur.
Our effective tax rate was 35.4% and 24.3% for the three months ended June 30, 2023 and June 30, 2022, respectively, and 33.9% and 28.1% for the six months ended June 30, 2023 and June 30, 2022, respectively.
The increase in the effective tax rate for the three months ended June 30, 2023 compared to the three months ended June 30, 2022 is predominately attributable to a decrease in Income before income taxes and noncontrolling interests, including foreign gains from the sale of a hotel in Puerto Vallarta, Mexico (see Footnote 3 “Acquisitions and Dispositions” for more information on this disposition) in the three months ending June 30, 2022 (725 basis points) and a net increase in discrete items of 385 basis points, including a decrease in favorable foreign return to provision income tax adjustments and a decrease in our share-based compensation benefit, partially offset by a net decrease in the reserve for foreign uncertain tax benefits.
The increase in the effective tax rate for the six months ended June 30, 2023 compared to the six months ended June 30, 2022 is predominately attributable to a net increase in discrete items (485 basis points), including a net increase in the reserve for foreign uncertain tax benefits which we believe are fully indemnified.
Unrecognized Tax Benefits
The following table summarizes the activity related to our unrecognized tax benefits (excluding interest and penalties) during the six months ended June 30, 2023. These unrecognized tax benefits relate to uncertain income tax positions, which would affect the effective tax rate if recognized.
($ in millions)Unrecognized Tax Benefits
Balance at December 31, 2022$25 
Increases related to tax positions taken during a prior period
Decreases related to tax positions taken during a prior period(5)
Balance at June 30, 2023
$26 
The total amount of gross interest and penalties accrued was $45 million at June 30, 2023 and $28 million at December 31, 2022, an increase of $17 million which is predominantly attributable to additional adjustments to the pre-acquisition reserves for uncertain tax positions. We anticipate $35 million of unrecognized tax benefits, including interest and penalties, to be indemnified pursuant to a Tax Matters Agreement dated May 11, 2016 by and among Starwood Hotels & Resorts Worldwide, Inc., Vistana Signature Experiences, Inc., and Interval Leisure Group, Inc., and consequently have recorded a corresponding indemnification asset. The unrecognized tax benefits, including accrued interest and penalties, are included in Other liabilities on our Balance Sheet.
13


Table of Contents
Our income tax returns are subject to examination by relevant tax authorities. Certain of our returns are being audited in various jurisdictions for tax years 2007 through 2021. The amount of the unrecognized tax benefits may increase or decrease within the next twelve months as a result of audits or audit settlements.
6. VACATION OWNERSHIP NOTES RECEIVABLE
The following table shows the composition of our vacation ownership notes receivable balances, net of reserves.
June 30, 2023December 31, 2022
($ in millions)OriginatedAcquiredTotalOriginatedAcquiredTotal
Securitized$1,682 $181 $1,863 $1,571 $221 $1,792 
Non-securitized
Eligible for securitization(1)
51 52 63 — 63 
Not eligible for securitization(1)
335 22 357 322 21 343 
Subtotal386 23 409 385 21 406 
$2,068 $204 $2,272 $1,956 $242 $2,198 
(1)Refer to Footnote 7 “Financial Instruments” for discussion of eligibility of our vacation ownership notes receivable for securitization.
We reflect interest income associated with vacation ownership notes receivable in our Income Statements in the Financing revenues caption. The following table summarizes interest income associated with vacation ownership notes receivable.
Three Months EndedSix Months Ended
($ in millions)June 30, 2023June 30, 2022June 30, 2023June 30, 2022
Interest income associated with vacation ownership notes receivable — securitized$68 $60 $135 $119 
Interest income associated with vacation ownership notes receivable — non-securitized17 19 
Total interest income associated with vacation ownership notes receivable$76 $69 $152 $138 
Credit Quality Indicators - Vacation Ownership Notes Receivable
We use the origination of vacation ownership notes receivable and the FICO scores of the customer by brand as the primary credit quality indicators, as historical performance indicates that there is a relationship between the default behavior of borrowers by FICO and the brand associated with the vacation ownership interest (“VOI”) they have acquired. We use the term “Combined Marriott” to refer to our Marriott-, Sheraton-, and Westin-brands.
The weighted average FICO score within our consolidated vacation ownership notes receivable pool was 722 and 721, at June 30, 2023 and December 31, 2022, respectively, based on the FICO score of the borrower at the time of origination.
14


Table of Contents
Acquired Vacation Ownership Notes Receivable
Acquired vacation ownership notes receivable represent vacation ownership notes receivable acquired as part of the ILG Acquisition and the Welk Acquisition. The following table shows future contractual principal payments, net of reserves, and interest rates for our acquired vacation ownership notes receivable at June 30, 2023.
Acquired Vacation Ownership Notes Receivable
($ in millions)Non-SecuritizedSecuritizedTotal
2023, remaining$$17 $20 
202434 37 
202532 35 
202628 31 
202723 26 
Thereafter47 55 
Balance at June 30, 2023$23 $181 $204 
Weighted average stated interest rate14.0%14.2%14.2%
Range of stated interest rates
0.0% to 21.9%
0.0% to 21.9%
0.0% to 21.9%
The following table summarizes activity related to our acquired vacation ownership notes receivable reserve.
Acquired Vacation Ownership Notes Receivable Reserve
($ in millions)Non-SecuritizedSecuritizedTotal
Balance at December 31, 2022$11 $18 $29 
Securitizations(2)— 
Clean-up call(2)— 
Write-offs(14)— (14)
Recoveries— 
Defaulted vacation ownership notes receivable repurchase activity(1)
10 (10)— 
(Decrease) increase in vacation ownership notes receivable reserve(7)(3)
Balance at June 30, 2023$$12 $20 
(1)Reflects the change attributable to the transfer of the reserve from the securitized vacation ownership notes receivable reserve to the non-securitized vacation ownership notes receivable reserve when we voluntarily repurchased securitized vacation ownership notes receivable.
The following tables show the acquired vacation ownership notes receivable, before reserves, by brand and FICO score.
Acquired Vacation Ownership Notes Receivable as of June 30, 2023
($ in millions)700+600 - 699< 600No ScoreTotal
Combined Marriott$56 $38 $$13 $112 
Hyatt and Welk65 45 112 
$121 $83 $$14 $224 
Acquired Vacation Ownership Notes Receivable as of December 31, 2022
($ in millions)700+600 - 699< 600No ScoreTotal
Combined Marriott$67 $47 $$16 $136 
Hyatt and Welk80 53 135 
$147 $100 $$17 $271 
15


Table of Contents
The following tables detail the origination year of our acquired vacation ownership notes receivable, before reserves, by brand and FICO score as of June 30, 2023, and gross write-offs by brand for the first half of 2023.
Acquired Vacation Ownership Notes Receivable - Combined Marriott
($ in millions)202120202019 & PriorTotal
700 +$— $— $56 $56 
600 - 699— — 38 38 
< 600— — 
No Score— — 13 13 
$— $— $112 $112 
Gross write-offs$— $— $$
Acquired Vacation Ownership Notes Receivable - Hyatt and Welk
($ in millions)202120202019 & PriorTotal
700 +$$13 $47 $65 
600 - 69935 45 
< 600— — 
No Score— — 
$$21 $83 $112 
Gross write-offs$— $$$
Originated Vacation Ownership Notes Receivable
Originated vacation ownership notes receivable represent vacation ownership notes receivable originated by Legacy-ILG and Legacy-Welk subsequent to each respective acquisition date and all Legacy-MVW vacation ownership notes receivable. The following table shows future principal payments, net of reserves, and interest rates for our originated vacation ownership notes receivable at June 30, 2023.
Originated Vacation Ownership Notes Receivable
($ in millions)Non-SecuritizedSecuritizedTotal
2023, remaining$22 $68 $90 
202443 140 183 
202535 146 181 
202634 154 188 
202736 161 197 
Thereafter216 1,013 1,229 
Balance at June 30, 2023$386 $1,682 $2,068 
Weighted average stated interest rate12.1%13.2%13.0%
Range of stated interest rates
0.0% to 20.9%
0.0% to 19.9%
0.0% to 20.9%
16


Table of Contents
For originated vacation ownership notes receivable, we record the difference between the vacation ownership note receivable and the variable consideration included in the transaction price for the sale of the related vacation ownership product as a reserve on our vacation ownership notes receivable. The following table summarizes the activity related to our originated vacation ownership notes receivable reserve.
Originated Vacation Ownership Notes Receivable Reserve
($ in millions)Non-SecuritizedSecuritizedTotal
Balance at December 31, 2022$149 $213 $362 
Increase in vacation ownership notes receivable reserve70 11 81 
Securitizations(99)99 — 
Clean-up call43 (43)— 
Write-offs(61)— (61)
Defaulted vacation ownership notes receivable repurchase activity(1)
48 (48)— 
Balance at June 30, 2023$150 $232 $382 
(1)Reflects the change attributable to the transfer of the reserve from the securitized vacation ownership notes receivable reserve to the non-securitized vacation ownership notes receivable reserve when we voluntarily repurchased securitized vacation ownership notes receivable.
The following tables show originated vacation ownership notes receivable, before reserves, by brand and FICO score.
Originated Vacation Ownership Notes Receivable as of June 30, 2023
($ in millions)700 +600 - 699< 600No ScoreTotal
Combined Marriott$1,280 $572 $54 $302 $2,208 
Hyatt and Welk169 68 242 
$1,449 $640 $56 $305 $2,450 
Originated Vacation Ownership Notes Receivable as of December 31, 2022
($ in millions)700 +600 - 699< 600No ScoreTotal
Combined Marriott$1,210 $549 $55 $278 2,092 
Hyatt and Welk157 64 226 
$1,367 $613 $58 $280 $2,318 
The following tables detail the origination year of our originated vacation ownership notes receivable, before reserves, by brand and FICO score as of June 30, 2023, and gross write-offs by brand for the first half of 2023.
Originated Vacation Ownership Notes Receivable - Combined Marriott
($ in millions)20232022202120202019 & PriorTotal
700 +$243 $434 $250 $84 $269 $1,280 
600 - 69984 181 123 46 138 572 
< 60017 13 13 54 
No Score85 88 32 21 76 302 
$418 $720 $418 $156 $496 $2,208 
Gross write-offs$$$17 $$20 $54 
17


Table of Contents
Originated Vacation Ownership Notes Receivable - Hyatt and Welk
($ in millions)20232022202120202019 & PriorTotal
700 +$49 $80 $35 $$$169 
600 - 69916 34 15 68 
< 600— — — 
No Score— — — 
$67 $116 $51 $$$242 
Gross write-offs$— $$$— $— $
Vacation Ownership Notes Receivable on Non-Accrual Status
For both non-securitized and securitized vacation ownership notes receivable, we estimated the average remaining default rates of 11.30% as of June 30, 2023 and 11.62% as of December 31, 2022. A 0.5 percentage point increase in the estimated default rate would have resulted in an increase in the related vacation ownership notes receivable reserve of $13 million as of June 30, 2023 and $12 million as of December 31, 2022.
The following table shows our recorded investment in non-accrual vacation ownership notes receivable, which are vacation ownership notes receivable that are 90 days or more past due.
Vacation Ownership Notes Receivable
($ in millions)Non-SecuritizedSecuritizedTotal
Investment in vacation ownership notes receivable on non-accrual status at June 30, 2023
$134 $22 $156 
Investment in vacation ownership notes receivable on non-accrual status at December 31, 2022
$126 $24 $150 
The following table shows the aging of the recorded investment in principal, before reserves, in vacation ownership notes receivable as of June 30, 2023 and December 31, 2022.
As of June 30, 2023As of December 31, 2022
($ in millions)Non-SecuritizedSecuritizedTotalNon-SecuritizedSecuritizedTotal
31 – 90 days past due$18 $51 $69 $25 $56 $81 
91 – 120 days past due13 19 16 23 
Greater than 120 days past due128 137 119 127 
Total past due152 73 225 151 80 231 
Current415 2,034 2,449 415 1,943 2,358 
Total vacation ownership notes receivable$567 $2,107 $2,674 $566 $2,023 $2,589 
18


Table of Contents
7. FINANCIAL INSTRUMENTS
The following table shows the carrying values and the estimated fair values of financial assets and liabilities that qualify as financial instruments, determined in accordance with the authoritative guidance for disclosures regarding the fair value of financial instruments. Considerable judgment is required in interpreting market data to develop estimates of fair value. The use of different market assumptions and/or estimation methodologies could have a material effect on the estimated fair value amounts. The table excludes Cash and cash equivalents, Restricted cash, Accounts and contracts receivable (excluding contracts receivable for financed VOI sales, net), deposits included in Other assets, Accounts payable, Advance deposits, Accrued liabilities, and derivative instruments, all of which had fair values approximating their carrying amounts due to the short maturities and liquidity of these instruments.
At June 30, 2023At December 31, 2022
($ in millions)Carrying
Amount
Fair
Value
Carrying
Amount
Fair
Value
Vacation ownership notes receivable, net$2,272 $2,336 $2,198 $2,245 
Contracts receivable for financed VOI sales, net32 32 22 22 
Other assets87 87 76 76 
Total financial assets$2,391 $2,455 $2,296 $2,343 
Securitized debt, net$(2,028)$(1,933)$(1,938)$(1,828)
Term Loan, net(780)(782)(778)(775)
Revolving Corporate Credit Facility, net(61)(65)— — 
2025 Notes, net— — (248)(258)
2028 Notes, net(347)(316)(347)(307)
2029 Notes, net(495)(432)(494)(417)
2026 Convertible Notes, net(567)(532)(565)(560)
2027 Convertible Notes, net(561)(548)(560)(568)
Non-interest bearing note payable, net(4)(4)(10)(10)
Total financial liabilities$(4,843)$(4,612)$(4,940)$(4,723)
Vacation Ownership Notes Receivable
At June 30, 2023At December 31, 2022
($ in millions)Carrying
Amount
Fair
Value
Carrying
Amount
Fair
Value
Vacation ownership notes receivable, net
Securitized$1,863 $1,926 $1,792 $1,837 
Eligible for securitization52 53 63 65 
Not eligible for securitization357 357 343 343 
Non-securitized409 410 406 408 
$2,272 $2,336 $2,198 $2,245 
We estimate the fair value of our vacation ownership notes receivable that have been securitized using a discounted cash flow model. We believe this is comparable to the model that an independent third party would use in the current market. Our model uses default rates, prepayment rates, coupon rates, and loan terms for our securitized vacation ownership notes receivable portfolio as key drivers of risk and relative value to determine the fair value of the underlying vacation ownership notes receivable. We concluded that this fair value measurement should be categorized within Level 3.
Due to factors that impact the general marketability of our vacation ownership notes receivable that have not been securitized, as well as current market conditions, we bifurcate our non-securitized vacation ownership notes receivable at each balance sheet date into those eligible and not eligible for securitization using criteria applicable to current securitization transactions in the ABS market. Generally, vacation ownership notes receivable are considered not eligible for securitization if any of the following attributes are present: (1) payments are greater than 30 days past due; (2) the first payment has not been received; or (3) the collateral is located in Asia or Europe. In some cases, eligibility may also
19


Table of Contents
be determined based on the credit score of the borrower, the remaining term of the loans and other similar factors that may reflect investor demand in a securitization transaction or the cost to effectively securitize the vacation ownership notes receivable.
The table above shows the bifurcation of our vacation ownership notes receivable that have not been securitized into those eligible and not eligible for securitization based upon the aforementioned eligibility criteria. We estimate the fair value of the portion of our vacation ownership notes receivable that have not been securitized that we believe will ultimately be securitized in the same manner as vacation ownership notes receivable that have been securitized. We value the remaining vacation ownership notes receivable that have not been securitized at their carrying value, rather than using our pricing model. We believe that the carrying value of these particular vacation ownership notes receivable approximates fair value because the stated, or otherwise imputed, interest rates of these loans are generally consistent with current market rates and the reserve for these vacation ownership notes receivable appropriately accounts for risks in default rates, prepayment rates, discount rates, and loan terms. We concluded that this fair value measurement should be categorized within Level 3.
Contracts Receivable for Financed VOI Sales
At the time at which we recognize revenue for Marriott-branded VOI sales, we temporarily record a contract receivable for financed VOI sales, until the time at which we originate a vacation ownership note receivable, which occurs at closing. We believe that the carrying value of the contracts receivable for financed VOI sales approximates fair value because the stated, or otherwise imputed, interest rates of these receivables are generally consistent with current market rates and the reserve for these contracts receivable for financed VOI sales appropriately accounts for risks in default rates, prepayment rates, and discount rates. We concluded that this fair value measurement should be categorized within Level 3.
Other Assets
Other assets include $87 million of company owned insurance policies (the “COLI policies”), acquired on the lives of certain participants in the Marriott Vacations Worldwide Deferred Compensation Plan, that are held in a rabbi trust. The carrying value of the COLI policies is equal to their cash surrender value (Level 2 inputs).
Securitized Debt
We generate cash flow estimates by modeling all bond tranches for our active vacation ownership notes receivable securitization transactions, with consideration for the collateral specific to each tranche. The key drivers in our analysis include default rates, prepayment rates, bond interest rates, and other structural factors, which we use to estimate the projected cash flows. In order to estimate market credit spreads by rating, we obtain indicative credit spreads from investment banks that actively issue and facilitate the market for vacation ownership securities and determine an average credit spread by rating level of the different tranches. We then apply those estimated market spreads to swap rates in order to estimate an underlying discount rate for calculating the fair value of the active bonds payable. We concluded that this fair value measurement should be categorized within Level 3.
Term Loan
We estimate the fair value of our Term Loan (as defined in Footnote 12 “Debt”) using quotes from securities dealers as of the last trading day for the quarter; however, this loan has only a limited trading history and volume, and as such, this fair value estimate is not necessarily indicative of the value at which the Term Loan could be retired or transferred. We concluded that this fair value measurement should be categorized within Level 3.
Revolving Corporate Credit Facility
We estimate that the gross carrying value of our Revolving Corporate Credit Facility (as defined in Footnote 12 “Debt”) approximates fair value as the contractual interest rate is variable plus an applicable margin. We concluded that this fair value measurement should be categorized within Level 3.
Senior Notes
We estimate the fair value of our 2025 Notes, 2028 Notes, and 2029 Notes (each as defined in Footnote 12 “Debt”) using quoted market prices as of the last trading day for the quarter; however these notes have only a limited trading history and volume, and as such, this fair value estimate is not necessarily indicative of the value at which these notes could be retired or transferred. We concluded that this fair value measurement should be categorized within Level 2.
20


Table of Contents
Convertible Notes
We estimate the fair value of our convertible notes using quoted market prices as of the last trading day for the quarter; however, these notes have only a limited trading history and volume, and as such, this fair value estimate is not necessarily indicative of the value at which the convertible notes could be retired or transferred. We concluded that this fair value measurement should be categorized within Level 2.
Non-Interest Bearing Note Payable
The carrying value of our non-interest bearing note payable issued in connection with the acquisition of vacation ownership units located in Bali, Indonesia approximates fair value. We concluded that this fair value measurement should be categorized within Level 3.
8. EARNINGS PER SHARE
Basic earnings or loss per common share attributable to common shareholders is calculated by dividing net income or loss attributable to common shareholders by the weighted average number of shares of common stock outstanding during the reporting period. Treasury stock is excluded from the weighted average number of shares of common stock outstanding. Diluted earnings or loss per common share attributable to common shareholders is calculated to give effect to all potentially dilutive common shares that were outstanding during the reporting period, except in periods when there is a loss because the inclusion of the potential common shares would have an anti-dilutive effect. The dilutive effect of outstanding equity-based compensation awards is reflected in diluted earnings or loss per common share applicable to common shareholders by application of the treasury stock method using average market prices during the period.
The shares issuable on exercise of the warrants sold in connection with the issuance of our convertible notes will not impact the total dilutive weighted average shares outstanding unless and until the price of our common stock exceeds the respective strike price. If and when the price of our common stock exceeds the respective strike price of any of the warrants, we will include the dilutive effect of the additional shares that may be issued upon exercise of the warrants in total dilutive weighted average shares outstanding, which we calculate using the treasury stock method. The convertible note hedges purchased in connection with each issuance of our convertible notes are considered to be anti-dilutive and do not impact our calculation of diluted earnings per share attributable to common shareholders for any periods presented herein.
The table below illustrates the reconciliation of the earnings or loss and number of shares used in our calculation of basic earnings or loss per share attributable to common shareholders.
Three Months EndedSix Months Ended
(in millions, except per share amounts)June 30, 2023June 30, 2022June 30, 2023June 30, 2022
Net income attributable to common shareholders$90 $136 $177 $194 
Shares for basic earnings per share36.9 41.3 37.1 41.9 
Basic earnings per share$2.46 $3.30 $4.78 $4.64 
21


Table of Contents
The table below illustrates the reconciliation of the earnings or loss and number of shares used in our calculation of diluted earnings or loss per share attributable to common shareholders.
Three Months EndedSix Months Ended
(in millions, except per share amounts)
June 30, 2023(1)
June 30, 2022(1)
June 30, 2023(1)
June 30, 2022(1)
Net income attributable to common shareholders$90 $136 $177 $194 
Add back of interest expense related to convertible notes, net of tax
Numerator used to calculate diluted earnings per share$95 $138 $186 $197 
Shares for basic earnings per share36.9 41.3 37.1 41.9 
Effect of dilutive shares outstanding
Employee SARs0.1 0.2 0.2 0.2 
Restricted stock units0.3 0.3 0.3 0.3 
2022 Convertible Notes ($230 million of principal)
— 1.3 — 1.4 
2026 Convertible Notes ($575 million of principal)
3.5 3.4 3.5 3.4 
2027 Convertible Notes ($575 million of principal)
3.0 — 3.0 — 
Shares for diluted earnings per share43.8 46.5 44.1 47.2 
Diluted earnings per share$2.17 $2.97 $4.23 $4.18 
(1)The computations of diluted earnings per share attributable to common shareholders exclude approximately 213,000 and 293,000 shares of common stock, the maximum number of shares issuable as of June 30, 2023 and June 30, 2022, respectively, upon the vesting of certain performance-based awards, because the performance conditions required to be met for the shares subject to such awards to vest were not achieved by the end of the reporting period.
In accordance with the applicable accounting guidance for calculating earnings per share, for the second quarter and first half of 2023, we excluded from our calculation of diluted earnings per share 289,750 shares underlying stock appreciation rights (“SARs”) that may settle in shares of common stock because the exercise prices of such SARs, which ranged from $143.38 to $173.88, was greater than the average market price of our common stock for the applicable period.
For the second quarter of 2022, we excluded from our calculation of diluted earnings per share 252,314 shares underlying SARs that may settle in shares of common stock because the exercise prices of such SARs, which ranged from $143.38 to $173.88, was greater than the average market price of our common stock for the applicable period.
For the first half of 2022, we excluded from our calculation of diluted earnings per share 199,813 shares underlying SARs that may settle in shares of common stock because the exercise prices of such SARs, which ranged from $159.27 to $173.88, was greater than the average market price of our common stock for the applicable period.
9. INVENTORY
The following table shows the composition of our inventory balances:
($ in millions)At June 30, 2023At December 31, 2022
Real estate inventory(1)
$648 $651 
Other12 
$660 $660 
(1)Represents completed inventory that is registered for sale as VOIs and vacation ownership inventory expected to be reacquired pursuant to estimated future defaults on originated vacation ownership notes receivable.
We value vacation ownership products at the lower of cost or fair market value less costs to sell, in accordance with applicable accounting guidance, and we record operating supplies at the lower of cost (using the first-in, first-out method) or net realizable value. Product cost true-up activity relating to vacation ownership products increased carrying values of inventory by $15 million during the first half of 2023 and $10 million during the first half of 2022.
22


Table of Contents
In addition to the above, at June 30, 2023 and December 31, 2022, we had $377 million and $428 million, respectively, of completed vacation ownership units which are classified as a component of Property and equipment, net until the time at which they are available and legally registered for sale as vacation ownership products.
10. CONTINGENCIES AND COMMITMENTS
Commitments and Letters of Credit
As of June 30, 2023, we had the following commitments outstanding:
We have various contracts for the use of information technology hardware and software that we use in the normal course of business. Our aggregate commitment under these contracts was $85 million, of which we expect $39 million, $23 million, $16 million, and $7 million will be paid in the remainder of 2023, 2024, 2025, and 2026, respectively.
We have a commitment to acquire real estate for use in our Vacation Ownership segment via our involvement with a VIE. Refer to Footnote 15 “Variable Interest Entities” for additional information and our activities relating to the VIE involved in this transaction.
Surety bonds issued as of June 30, 2023 totaled $130 million, the majority of which were requested by federal, state, or local governments in connection with our operations.
As of June 30, 2023, we had $1 million of letters of credit outstanding under our Revolving Corporate Credit Facility (as defined in Footnote 12 “Debt”). In addition, as of June 30, 2023, we had $1 million in letters of credit outstanding related to and in lieu of reserves required for several vacation ownership notes receivable securitization transactions outstanding. These letters of credit are not issued pursuant to, nor do they impact our borrowing capacity under, the Revolving Corporate Credit Facility.
Guarantees
Certain of our rental management agreements in our Exchange & Third-Party Management segment provide for owners of properties we manage to receive specified percentages of rental revenue or guaranteed amounts generated under our management. In these cases, the operating expenses for the rental operations are paid from the revenue generated by the rentals, the owners are then paid their contractual percentages or guaranteed amounts, and we either retain the balance of the rental revenue (if any) as our fee or we make up the deficit if the owners have not received their guaranteed amounts. At June 30, 2023, our maximum exposure under fixed dollar guarantees was $6 million, of which $1 million, $2 million, $1 million, $1 million, and $1 million relate to the remainder of 2023, 2024, 2025, 2026, and 2027 and thereafter, respectively.
We have a commitment to an owners’ association that we manage to pay for any shortfall between the actual expenses incurred by the owners’ association and the income received by the owners’ association, in lieu of our payment of maintenance fees for unsold inventory. The agreement will terminate on the earlier of: 1) sale of 95% of the total ownership interests in the owners’ association; or 2) written notification of termination by either party. At June 30, 2023, our expected commitment for the remainder of 2023 is $6 million.
Loss Contingencies
In February 2019, the owners’ association for the St. Regis Residence Club, New York filed a lawsuit in the Supreme Court for the State of New York, New York County, Commercial Division against ILG and several of its subsidiaries and certain third parties. The operative complaint alleges that the defendants breached their fiduciary duties related to sale and rental practices, aided and abetted certain breaches of fiduciary duty, engaged in self-dealing as the sponsor and manager of the club, tortiously interfered with the management agreement, were unjustly enriched, and engaged in anticompetitive conduct. The plaintiff is seeking unspecified damages, punitive damages and disgorgement of payments under the management and purchase agreements. In February 2022, the Court granted our motion to dismiss the complaint and dismissed with prejudice all claims except one, with respect to which the plaintiff was granted leave to amend its complaint. The plaintiff filed an amended complaint and appealed the dismissal of the other claims. In June 2023, the appellate court upheld the dismissal of those claims. Plaintiff filed a motion for reconsideration of that appellate ruling. In November 2022, the Court granted our motion to dismiss the amended complaint and again granted plaintiff leave to amend its complaint. The plaintiff filed an amended complaint and again appealed the dismissal. That appeal remains pending. We believe we have meritorious defenses to the claims in this matter and intend to vigorously defend against them.
23


Table of Contents
In the ordinary course of our business, various claims and lawsuits have been filed or are pending against us. A number of these lawsuits and claims may exist at any given time. Additionally, the COVID-19 pandemic may give rise to various claims and lawsuits from owners, members and other parties. We record and accrue for legal contingencies when we determine that it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. In making such determinations, we evaluate, among other things, the degree of probability of an unfavorable outcome and, when it is probable that a liability has been incurred, our ability to make a reasonable estimate of loss. We review these accruals each reporting period and make revisions based on changes in facts and circumstances.
We have not accrued for the pending matter described above and we cannot estimate a range of the potential liability associated with this pending matter, if any, at this time. We have accrued for other claims and lawsuits, but the amount accrued is not material individually or in the aggregate. For matters not requiring accrual, we do not believe that the ultimate outcome of such matters, individually or in the aggregate, will materially harm our financial position, cash flows, or overall trends in results of operations based on information currently available. However, legal proceedings are inherently uncertain, and while we believe that our accruals, where required, are adequate and/or we have valid defenses to the claims asserted, unfavorable rulings could occur that could, individually or in the aggregate, have a material adverse effect on our business, financial condition, or operating results.
11. SECURITIZED DEBT
The following table provides detail on our securitized debt, net of unamortized debt discount and issuance costs.
($ in millions)At June 30, 2023At December 31, 2022
Vacation ownership notes receivable securitizations, gross(1)
$1,863 $1,799 
Unamortized debt discount and issuance costs(22)(21)
1,841 1,778 
Warehouse Credit Facility, gross(2)
189 162 
Unamortized debt issuance costs(2)(2)
187 160 
$2,028 $1,938 
(1)Interest rates as of June 30, 2023 range from 1.5% to 6.6%, with a weighted average interest rate of 3.8%.
(2)Effective interest rate as of June 30, 2023 was 6.5%.
All of our securitized debt is non-recourse. See Footnote 15 “Variable Interest Entities” for a discussion of the collateral for the non-recourse debt associated with our securitized debt.
The following table shows anticipated future principal payments for our securitized debt as of June 30, 2023.
Vacation Ownership
Notes Receivable Securitizations
Warehouse Credit
Facility(1)
Total
($ in millions)
Payments Year
2023, remaining$89 $$93 
2024181 190 
2025184 11 195 
2026187 165 352 
2027188 — 188 
Thereafter1,034 — 1,034 
$1,863 $189 $2,052 
(1)Excludes future Warehouse Credit Facility renewals.
24


Table of Contents
Vacation Ownership Notes Receivable Securitizations
Each of the securitized vacation ownership notes receivable transactions contains various triggers relating to the performance of the underlying vacation ownership notes receivable. If a pool of securitized vacation ownership notes receivable fails to perform within the pool’s established parameters (default or delinquency thresholds vary by transaction), transaction provisions effectively redirect the monthly excess spread we would otherwise receive from that pool (attributable to the interests we retained) to accelerate the principal payments to investors (taking into account the subordination of the different tranches to the extent there are multiple tranches) until the performance trigger is cured. During the second quarter of 2023, and as of June 30, 2023, we had 14 securitized vacation ownership notes receivable pools outstanding, none of which were out of compliance with their respective established parameters.
As the contractual terms of the underlying securitized vacation ownership notes receivable determine the maturities of the non-recourse debt associated with them, actual maturities may occur earlier than shown above due to prepayments by the vacation ownership notes receivable obligors.
During the second quarter of 2023, we securitized a pool of $388 million of vacation ownership notes receivable. In connection with the securitization, $380 million in vacation ownership loan backed notes were issued by MVW 2023-1 LLC (the “2023-1 LLC”) in a private placement. Four classes of vacation ownership loan backed notes were issued by the 2023-1 LLC: $237 million of Class A Notes, $65 million of Class B Notes, $48 million of Class C Notes, and $30 million of Class D Notes. The Class A Notes have an interest rate of 4.93%, the Class B Notes have an interest rate of 5.42%, the Class C Notes have an interest rate of 6.54%, and the Class D Notes have an interest rate of 8.83%. Investors purchased $369 million of the vacation ownership loan backed notes issued by the 2023-1 LLC, composed of the Class A Notes, the Class B Notes, the Class C Notes, and a portion of the Class D Notes, of which we retained $11 million. Proceeds from the transaction, net of fees and a reserve, were used to repay the outstanding obligations on our warehouse credit facility (the “Warehouse Credit Facility”) and for other general corporate purposes. The Class D notes that we retained were subsequently sold at par during the second quarter of 2023.
Warehouse Credit Facility
During the second quarter of 2023, we amended certain agreements associated with our Warehouse Credit Facility (the “Warehouse Amendment”). The Warehouse Amendment increased the borrowing capacity of the existing facility from $425 million to $500 million and extended the revolving period from July 28, 2024 to May 31, 2025. The Warehouse Amendment made no other material changes to the Warehouse Credit Facility.
25


Table of Contents
12. DEBT
The following table provides detail on our debt balances, net of unamortized debt discount and issuance costs.
($ in millions)At June 30, 2023At December 31, 2022
Corporate Credit Facility
Term Loan$784 $784 
Unamortized debt discount and issuance costs(4)(6)
780 778 
Revolving Corporate Credit Facility(1)
65 — 
Unamortized debt issuance costs(2)
(4)— 
61 — 
Senior Secured Notes
2025 Notes— 250 
Unamortized debt discount and issuance costs— (2)
— 248 
Senior Unsecured Notes
2028 Notes350 350 
Unamortized debt discount and issuance costs(3)(3)
347 347 
2029 Notes500 500 
Unamortized debt discount and issuance costs(5)(6)
495 494 
Convertible Notes
2026 Convertible Notes575 575 
Unamortized debt issuance costs(8)(10)
567 565 
2027 Convertible Notes575 575 
Unamortized debt issuance costs(14)(15)
561 560 
Finance Leases186 86 
Non-interest bearing note payable10 
$3,001 $3,088 
(1)Effective interest rate as of June 30, 2023 was 6.9%.
(2)Excludes $5 million of unamortized debt issuance costs as of December 31, 2022. As no cash borrowings were outstanding under the Revolving Corporate Credit Facility at that time, the unamortized debt issuance costs were included in Other assets.
26


Table of Contents
The following table shows scheduled principal payments for our debt, based on contractual terms and maturity dates, excluding finance leases, as of June 30, 2023.
Payments Year
($ in millions)Remaining 20232024202520262027ThereafterTotal
Term Loan$— $— $784 $— $— $— $784 
Revolving Corporate Credit Facility— — — — 65 — 65 
2028 Notes— — — — — 350 350 
2029 Notes— — — — — 500 500 
2026 Convertible Notes— — — 575 — — 575 
2027 Convertible Notes— — — — 575 — 575 
Non-Interest Bearing Note Payable— — — — — 
$— $$784 $575 $640 $850 $2,853 
Corporate Credit Facility
Our corporate credit facility (“Corporate Credit Facility”), which provides support for our business, including ongoing liquidity and letters of credit, includes a $900 million term loan facility (the “Term Loan”), which matures on August 31, 2025, and a revolving credit facility with a borrowing capacity of $750 million (the “Revolving Corporate Credit Facility”), including a letter of credit sub-facility of $75 million, that terminates on March 31, 2027.
During the second quarter of 2023, we entered into an amendment to the Corporate Credit Facility (the “Amendment”), which modified the interest rate applicable to borrowings under the Term Loan. Beginning July 31, 2023, the Term Loan will reference the Secured Overnight Financing Rate (“SOFR”) and will be based on “Adjusted Term SOFR,” which is calculated as Term SOFR (as defined in the Amendment), plus a 0.10% adjustment for a one-month interest period, a 0.15% adjustment for a three-month interest period, or a 0.25% adjustment for a six-month interest period, subject to a 0.00% floor.
Prior to 2022, we entered into interest rate swaps and an interest rate collar under which we may pay a fixed rate and receive a floating interest rate to hedge a portion of our interest rate risk on the Term Loan. During the second quarter of 2023, we amended these interest rate swaps and the collar to reference SOFR rather than LIBOR, effective July 31, 2023. As a result of this transition, the fixed rate on the $250 million of interest rate swaps maturing in September 2023 was amended to 2.88%, the fixed rate on the $200 million of interest rate swaps maturing in April 2024 was amended to 2.17%, and the cap strike price on the $100 million interest rate collar was amended to 2.43%. Both the interest rate swaps and the interest rate collar have been designated and qualify as cash flow hedges of interest rate risk and are recorded in Other assets on our Balance Sheets as of June 30, 2023 and December 31, 2022. We characterize payments we make or receive in connection with these derivative instruments as interest expense and a reclassification of accumulated other comprehensive income or loss for presentation purposes.
The following table reflects the activity in accumulated other comprehensive income or loss related to our derivative instruments during the first half of 2023 and 2022. There were no reclassifications to the Income Statement for any of the periods presented below.
($ in millions)20232022
Derivative instrument adjustment balance, January 1$13 $(18)
Other comprehensive (loss) gain before reclassifications(3)16 
Derivative instrument adjustment balance, March 3110 (2)
Other comprehensive (loss) gain before reclassifications(1)
Derivative instrument adjustment balance, June 30$$
27


Table of Contents
Senior Notes
Our senior notes include:
$500 million aggregate principal amount of 6.125% Senior Secured Notes due 2025 issued in the second quarter of 2020 with a maturity date of September 15, 2025 (the “2025 Notes”), of which $250 million was outstanding as of December 31, 2022.
$350 million aggregate principal amount of 4.750% Senior Unsecured Notes due 2028 issued in the fourth quarter of 2019 with a maturity date of January 15, 2028 (the “2028 Notes”).
$500 million aggregate principal amount of 4.500% Senior Unsecured Notes due 2029 issued in the second quarter of 2021 with a maturity date of June 15, 2029 (the “2029 Notes”).
Redemption of Senior Secured Notes
During the first quarter of 2023, we redeemed, prior to maturity, the remaining $250 million of the 2025 Notes outstanding pursuant to a redemption notice issued in the fourth quarter of 2022 and the terms of the indenture governing the 2025 Notes. In connection with this redemption, we incurred charges of $10 million, inclusive of a redemption premium and the write-off of unamortized debt issuance costs, which was recorded in Gains and other income, net on our Income Statement for the six months ended June 30, 2023.
Convertible Notes
2026 Convertible Notes
During 2021, we issued $575 million aggregate principal amount of convertible senior notes (the “2026 Convertible Notes”) that bear interest at a rate of 0.00%. The 2026 Convertible Notes mature on January 15, 2026, unless repurchased or converted in accordance with their terms prior to that date.
The conversion rate is subject to adjustment for certain events as described in the indenture governing the notes, and was subject to adjustment as of June 30, 2023 to 6.0609 shares of common stock per $1,000 principal amount of 2026 Convertible Notes (equivalent to a conversion price of $164.99 per share of our common stock), as a result of the dividends we declared since issuance of the 2026 Convertible Notes that were greater than the quarterly dividend we paid when the 2026 Convertible Notes were issued. Upon conversion, we will pay or deliver, as the case may be, cash, shares of our common stock, or a combination of cash and shares of our common stock, at our election. As of June 30, 2023, the effective interest rate was 0.55%.
The following table shows interest expense information related to the 2026 Convertible Notes.
Three Months EndedSix Months Ended
($ in millions)June 30, 2023June 30, 2022June 30, 2023June 30, 2022
Amortization of debt issuance costs$$— $$
2026 Convertible Note Hedges and Warrants
In connection with the offering of the 2026 Convertible Notes, we concurrently entered into the following privately-negotiated separate transactions: convertible note hedge transactions with respect to our common stock (the “2026 Convertible Note Hedges”), covering a total of 3.5 million shares of our common stock, and warrant transactions (the “2026 Warrants”), whereby we sold to the counterparties to the 2026 Convertible Note Hedges warrants to acquire 3.5 million shares of our common stock. As of June 30, 2023, the strike prices of the 2026 Convertible Note Hedges and the 2026 Warrants were subject to adjustment to approximately $164.99 and $206.24, respectively, and no 2026 Convertible Note Hedges or 2026 Warrants have been exercised.
2027 Convertible Notes
During 2022, we issued $575 million aggregate principal amount of convertible senior notes (the “2027 Convertible Notes”) that bear interest at a rate of 3.25%. The 2027 Convertible Notes mature on December 15, 2027, unless earlier repurchased or converted in accordance with their terms prior to that date.
The 2027 Convertible Notes are convertible at a rate of 5.2729 shares of common stock per $1,000 principal amount of 2027 Convertible Notes (equivalent to a conversion price of $189.65 per share of our common stock) as of June 30, 2023. The conversion rate is subject to adjustment for certain events as described in the indenture governing the notes.
28


Table of Contents
Upon conversion, we will pay or deliver, as the case may be, cash, shares of our common stock, or a combination of cash and shares of our common stock, at our election. As of June 30, 2023, the effective interest rate was 3.88%.
The following table shows interest expense information related to the 2027 Convertible Notes.
Three Months EndedSix Months Ended
($ in millions)June 30, 2023June 30, 2022June 30, 2023June 30, 2022
Contractual interest expense$$— $$— 
Amortization of debt issuance costs— — 
$$— $11 $— 
2027 Convertible Note Hedges and Warrants
In connection with the offering of the 2027 Convertible Notes, we concurrently entered into the following privately-negotiated separate transactions: convertible note hedge transactions with respect to our common stock (the “2027 Convertible Note Hedges”), covering a total of 3.0 million shares of our common stock, and warrant transactions (the “2027 Warrants”), whereby we sold to the counterparties to the 2027 Convertible Note Hedges warrants to acquire 3.0 million shares of our common stock. As of June 30, 2023, the strike prices of the 2027 Convertible Note Hedges and the 2027 Warrants were $189.65 and $286.26, respectively, and no 2027 Convertible Note Hedges or 2027 Warrants have been exercised.
Security and Guarantees
Amounts borrowed under the Corporate Credit Facility, as well as obligations with respect to letters of credit issued pursuant to the Corporate Credit Facility, are secured by a perfected first priority security interest in substantially all of the assets of the borrowers under, and guarantors of, that facility (which include MVWC and certain of our direct and indirect, existing and future, domestic subsidiaries, excluding certain bankruptcy remote special purpose subsidiaries), in each case including inventory, subject to certain exceptions. In addition, the Corporate Credit Facility, the 2026 Convertible Notes, the 2027 Convertible Notes, the 2028 Notes, and the 2029 Notes are guaranteed by MVWC and certain of our direct and indirect, existing and future, domestic subsidiaries, excluding certain bankruptcy remote special purpose subsidiaries.
Finance Lease
During 2020, we entered into a finance lease arrangement, which was amended in 2021, for our new global headquarters office building in Orlando, Florida. The lease for the new building commenced for accounting purposes during the first quarter of 2023, upon the substantial completion of construction. The lease includes a 26-year lease term, consisting of a 16-year initial term plus two five-year renewal options. As of June 30, 2023, the present value of the future lease payments, net of lease incentives, was $80 million, with a corresponding lease liability of $99 million. We record right-of-use assets for our finance leases in Property and equipment, net. Our total payments under this lease are $247 million, of which we expect $1 million, $7 million, $8 million, $8 million, $9 million, and $214 million will be paid in 2023, 2024, 2025, 2026, 2027, and thereafter, respectively.
13. SHAREHOLDERS’ EQUITY
Marriott Vacations Worldwide has 100,000,000 authorized shares of common stock, par value of $0.01 per share. At June 30, 2023, there were 75,806,578 shares of Marriott Vacations Worldwide common stock issued, of which 36,469,493 shares were outstanding and 39,337,085 shares were held as treasury stock. At December 31, 2022, there were 75,744,524 shares of Marriott Vacations Worldwide common stock issued, of which 37,481,082 shares were outstanding and 38,263,442 shares were held as treasury stock. Marriott Vacations Worldwide has 2,000,000 authorized shares of preferred stock, par value of $0.01 per share, none of which were issued or outstanding as of June 30, 2023 or December 31, 2022.
Share Repurchase Program
From time to time, with the approval of our Board of Directors, we may undertake programs to purchase shares of our common stock (each, a “Share Repurchase Program” and collectively, the “Share Repurchase Programs”). During the third quarter of 2021, our Board of Directors authorized us to purchase shares of our common stock under a Share Repurchase Program for an aggregate purchase price not to exceed $250 million, prior to December 31, 2022. During the first quarter of 2022, our Board of Directors authorized the purchase of up to an additional $300 million of our common stock under this program, and extended the term of this program to March 31, 2023. During the third quarter of 2022, our
29


Table of Contents
Board of Directors authorized the purchase of up to an additional $500 million of our common stock under this program, and extended the term of this program to June 30, 2023. During the second quarter of 2023, our Board of Directors increased the remaining authorization to $600 million, and extended the term of this program to December 31, 2024. As of June 30, 2023, approximately $561 million remained available for share repurchases under the Share Repurchase Program.
Share repurchases may be made through open market purchases, privately negotiated transactions, block transactions, tender offers, or otherwise. The specific timing, amount and other terms of the repurchases will depend on market conditions, corporate and regulatory requirements, contractual restrictions, and other factors. In connection with the current Share Repurchase Program, we are authorized to adopt one or more plans pursuant to the provisions of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. The authorization for the current Share Repurchase Program may be suspended, terminated, increased or decreased by our Board of Directors at any time without prior notice. Acquired shares of our common stock are currently held as treasury shares and carried at cost in our Financial Statements.
The Inflation Reduction Act of 2022, which was enacted in August 2022, imposes a 1% excise tax on the net value of certain stock repurchases made after December 31, 2022. For purposes of calculating the excise tax, the fair value of certain share issuances may be netted against the fair market value of stock repurchases during the same taxable year. In the first half of 2023, we reflected the applicable excise tax in treasury stock as part of the cost basis of the stock repurchased and recorded a corresponding liability for the excise taxes payable in Accrued liabilities on our Balance Sheet.
The following table summarizes share repurchase activity under our Share Repurchase Programs:
($ in millions, except per share amounts)Number of Shares RepurchasedCost Basis of Shares RepurchasedAverage Price
Paid per Share
As of December 31, 202222,773,218 $2,119 $93.06 
For the first half of 20231,143,555 162 $141.84 
As of June 30, 202323,916,773 $2,281 $95.40 
Dividends
We declared cash dividends to holders of common stock during the first half of 2023 as follows. Any future dividend payments will be subject to the restrictions imposed under the agreements covering our debt, and Board approval. There can be no assurance that we will pay dividends in the future.
Declaration DateShareholder Record DateDistribution DateDividend per Share
February 16, 2023March 2, 2023March 16, 2023$0.72
May 11, 2023May 25, 2023June 8, 2023$0.72
14. SHARE-BASED COMPENSATION
We maintain the Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan (the “MVW Equity Plan”) for the benefit of our officers, directors, and employees. Under the MVW Equity Plan, we are authorized to award: (1) restricted stock and restricted stock units (“RSUs”) of our common stock, (2) stock appreciation rights (“SARs”) relating to our common stock, and (3) stock options to purchase our common stock. A total of 1.8 million shares are authorized for issuance pursuant to grants under the MVW Equity Plan. As of June 30, 2023, approximately 0.8 million shares were available for grants under the MVW Equity Plan.
The following table details our share-based compensation expense related to award grants to our officers, directors, and employees:
Three Months EndedSix Months Ended
($ in millions)June 30, 2023June 30, 2022June 30, 2023June 30, 2022
Service-based RSUs$$10 $15 $17 
Performance-based RSUs
11 11 18 18 
SARs
$12 $12 $19 $20 
30


Table of Contents
The following table details our deferred compensation costs related to unvested awards:
($ in millions)At June 30, 2023At December 31, 2022
Service-based RSUs$38 $26 
Performance-based RSUs11 
49 33 
SARs
$51 $34 
Restricted Stock Units
We granted 194,628 service-based RSUs, which are subject to time-based vesting conditions, with a weighted average grant-date fair value of $144.52, to our employees and non-employee directors during the first half of 2023. During the first half of 2023, we also granted performance-based RSUs, which are subject to performance-based vesting conditions, to members of management. A maximum of 114,602 RSUs may be earned under the performance-based RSU awards granted during the first half of 2023.
Stock Appreciation Rights
We granted 37,436 SARs, with a weighted average grant-date fair value of $58.50 and a weighted average exercise price of $153.10, to members of management during the first half of 2023. We use the Black-Scholes model to estimate the fair value of the SARs granted. The expected stock price volatility was calculated based on the average of the historical and implied volatility of our stock price. The average expected life was calculated using the simplified method, as we have insufficient historical information to provide a basis for estimating average expected life. The risk-free interest rate was calculated based on U.S. Treasury zero-coupon issues with a remaining term equal to the expected life assumed at the date of grant. The dividend yield assumption listed below is based on the expectation of future payouts.
The following table outlines the assumptions used to estimate the fair value of grants during the first half of 2023:
Expected volatility40.47%
Dividend yield1.87%
Risk-free rate4.07%
Expected term (in years)6.25
15. VARIABLE INTEREST ENTITIES
Variable Interest Entities Related to Our Vacation Ownership Notes Receivable Securitizations
We periodically securitize, without recourse, through bankruptcy remote special purpose entities, notes receivable originated in connection with the sale of vacation ownership products. These vacation ownership notes receivable securitizations provide funding for general corporate purposes. In a vacation ownership notes receivable securitization, various classes of debt securities issued by a special purpose entity are generally collateralized by a single tranche of transferred assets, which consist of vacation ownership notes receivable. With each vacation ownership notes receivable securitization, we may retain all or a portion of the securities that are issued, and certain residual interests.
We created these bankruptcy remote special purpose entities to serve as a mechanism for holding assets and related liabilities, and the entities have no equity investment at risk, making them VIEs. We continue to service the vacation ownership notes receivable, transfer all proceeds collected to these special purpose entities, and retain rights to receive benefits that are potentially significant to the entities. Accordingly, we concluded that we are the entities’ primary beneficiary and, therefore, consolidate them. There is no noncontrolling interest balance related to these entities and the creditors of these entities do not have general recourse to us.
31


Table of Contents
The following table shows consolidated assets, which are collateral for the obligations of these VIEs, and consolidated liabilities included on our Balance Sheet at June 30, 2023:
($ in millions)Vacation Ownership
Notes Receivable
Securitizations
Warehouse
Credit Facility
Total
Consolidated Assets
Vacation ownership notes receivable, net of reserves$1,666 $197 $1,863 
Interest receivable12 14 
Restricted cash68 10 78 
Total$1,746 $209 $1,955 
Consolidated Liabilities
Interest payable$$$
Securitized debt1,863 189 2,052 
Total$1,865 $190 $2,055 
The following table shows the interest income and expense recognized as a result of our involvement with these VIEs during the second quarter of 2023:
($ in millions)Vacation Ownership
Notes Receivable
Securitizations
Warehouse
Credit Facility
Total
Interest income$65 $$68 
Interest expense to investors$18 $$20 
Debt issuance cost amortization$$— $
The following table shows the interest income and expense recognized as a result of our involvement with these VIEs during the first half of 2023:
($ in millions)Vacation Ownership
Notes Receivable
Securitizations
Warehouse
Credit Facility
Total
Interest income$121 $14 $135 
Interest expense to investors$32 $$37 
Debt issuance cost amortization$$$
Administrative expenses$$— $
The following table shows cash flows between us and the vacation ownership notes receivable securitization VIEs:
Six Months Ended
($ in millions)June 30, 2023June 30, 2022
Cash Inflows
Net proceeds from vacation ownership notes receivable securitizations$396 $371 
Principal receipts250 280 
Interest receipts120 116 
Reserve release16 113 
Total782 880 
Cash Outflows
Principal to investors(259)(299)
Voluntary repurchases of defaulted vacation ownership notes receivable(57)(46)
Voluntary clean-up call(19)(39)
Interest to investors(34)(21)
Funding of restricted cash(17)(96)
Total(386)(501)
Net Cash Flows$396 $379 
32


Table of Contents
Under the terms of our vacation ownership notes receivable securitizations, we have the right to substitute loans for, or repurchase, defaulted loans at our option, subject to certain limitations. Our maximum exposure to potential loss relating to the special purpose entities that purchase, sell and own these vacation ownership notes receivable is the overcollateralization amount (the difference between the loan collateral balance and the balance of the outstanding vacation ownership notes receivable), plus cash reserves and any residual interest in future cash flows from collateral.
The following table shows cash flows between us and the Warehouse Credit Facility VIE:
Six Months Ended
($ in millions)June 30, 2023June 30, 2022
Cash Inflows
Proceeds from vacation ownership notes receivable securitizations$342 $102 
Principal receipts25 
Interest receipts14 
Reserve release
Total389 114 
Cash Outflows
Principal to investors(19)(3)
Voluntary repurchases of defaulted vacation ownership notes receivable(1)— 
Repayment of Warehouse Credit Facility(296)(98)
Interest to investors(5)(1)
Funding of restricted cash(11)(1)
Total(332)(103)
Net Cash Flows$57 $11 
Other Variable Interest Entities
We have a commitment to purchase a property located in Waikiki, Hawaii. The property is held by a VIE for which we are not the primary beneficiary. We do not control the decisions that most significantly impact the economic performance of the entity during construction. Further, our purchase commitment is generally contingent upon the property being redeveloped to our brand standards. Accordingly, we have not consolidated the VIE. We expect to acquire the property over time and as of June 30, 2023, we expect to make payments for the property as follows: $112 million in 2024, $81 million in 2025 and $41 million in 2026. As of June 30, 2023, our Balance Sheet reflected $1 million in Accounts Receivable, including a note receivable of approximately $1 million, $1 million in Property and Equipment, and $1 million in Accrued Liabilities. We believe that our maximum exposure to loss as a result of our involvement with this VIE is approximately $1 million as of June 30, 2023.
Deferred Compensation Plan
We consolidate the liabilities of the Marriott Vacations Worldwide Deferred Compensation Plan and the related assets, which consist of the COLI policies held in a rabbi trust. The rabbi trust is considered a VIE. We are considered the primary beneficiary of the rabbi trust because we direct the activities of the trust and are the beneficiary of the trust. At June 30, 2023, the value of the assets held in the rabbi trust was $87 million, which is included in the Other line within assets on our Balance Sheets.
16. BUSINESS SEGMENTS
We define our reportable segments based on the way in which the chief operating decision maker (“CODM”), currently our chief executive officer, manages the operations of the Company for purposes of allocating resources and assessing performance. We operate in two operating and reportable business segments:
Vacation Ownership includes a diverse portfolio of resorts that includes some of the world’s most iconic brands licensed under exclusive, long-term relationships. We are the exclusive worldwide developer, marketer, seller, and manager of vacation ownership and related products under the Marriott Vacation Club, Grand Residences by Marriott, Sheraton Vacation Club, Westin Vacation Club, and Hyatt Residence Club brands, as well as under Marriott Vacation Club Pulse, an extension of the Marriott Vacation Club brand. We are also the exclusive worldwide developer, marketer, and seller of vacation ownership and related products under The Ritz-Carlton Club
33


Table of Contents
brand, we have the non-exclusive right to develop, market, and sell whole ownership residential products under The Ritz-Carlton Residences brand and have a license to use the St. Regis brand for specified fractional ownership resorts.
Our Vacation Ownership segment generates most of its revenues from four primary sources: selling vacation ownership products; managing vacation ownership resorts, clubs, and owners’ associations; financing consumer purchases of vacation ownership products; and renting vacation ownership inventory.
Exchange & Third-Party Management includes an exchange network and membership programs, as well as provision of management services to other resorts and lodging properties. We provide these services through our Interval International and Aqua-Aston businesses. Exchange & Third-Party Management revenue generally is fee-based and derived from membership, exchange and rental transactions, property and owners’ association management, and other related products and services. VRI Americas was part of the Exchange & Third-Party Management segment through the date of sale in April 2022.
Our CODM evaluates the performance of our segments based primarily on the results of the segment without allocating corporate expenses or income taxes. We do not allocate corporate interest expense or indirect general and administrative expenses to our segments. We include interest income specific to segment activities within the appropriate segment. We allocate depreciation and amortization, other gains and losses, equity in earnings or losses from our joint ventures, and noncontrolling interest to each of our segments as appropriate. Corporate and other represents that portion of our results that are not allocable to our segments, including those relating to consolidated owners’ associations, as our CODM does not use this information to make operating segment resource allocations.
Our CODM uses Adjusted Earnings before Interest Expense, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) to evaluate the profitability of our operating segments, and the components of net income or loss attributable to common shareholders excluded from Adjusted EBITDA are not separately evaluated. Adjusted EBITDA is defined as net income or loss attributable to common shareholders, before interest expense (excluding consumer financing interest expense associated with term securitization transactions), income taxes, depreciation and amortization, excluding share-based compensation expense and adjusted for certain items that affect the comparability of our operating performance. Our reconciliation of the aggregate amount of Adjusted EBITDA for our reportable segments to consolidated net income or loss attributable to common shareholders is presented below.
Revenues
Three Months EndedSix Months Ended
($ in millions)June 30, 2023June 30, 2022June 30, 2023June 30, 2022
Vacation Ownership$1,112 $1,091 $2,209 $2,047 
Exchange & Third-Party Management65 74 136 158 
Total segment revenues1,177 1,165 2,345 2,205 
Corporate and other(1)11 
$1,178 $1,164 $2,347 $2,216 
Adjusted EBITDA and Reconciliation to Net Income Attributable to Common Shareholders
Three Months EndedSix Months Ended
($ in millions)June 30, 2023June 30, 2022June 30, 2023June 30, 2022
Adjusted EBITDA Vacation Ownership$245 $274 $474 $473 
Adjusted EBITDA Exchange & Third-Party Management32 35 69 78 
Reconciling items:
Corporate and other(55)(54)(118)(108)
Interest expense, net(36)(30)(70)(57)
Tax provision(50)(43)(91)(75)
Depreciation and amortization(34)(32)(66)(65)
Share-based compensation expense(12)(12)(19)(20)
Certain items— (2)(2)(32)
Net income attributable to common shareholders$90 $136 $177 $194 
34


Table of Contents
Assets
($ in millions)At June 30, 2023At December 31, 2022
Vacation Ownership$8,087 $8,037 
Exchange & Third-Party Management833 865 
Total segment assets8,920 8,902 
Corporate and other562 737 
$9,482 $9,639 
Revenues Excluding Cost Reimbursements
Three Months EndedSix Months Ended
($ in millions)June 30, 2023June 30, 2022June 30, 2023June 30, 2022
United States$710 $745 $1,410 $1,402 
All other countries113 95 217 174 
$823 $840 $1,627 $1,576 
Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
We make forward-looking statements in this Management’s Discussion and Analysis of Financial Condition and Results of Operations, and elsewhere in this Quarterly Report on Form 10-Q, based on our management’s beliefs and assumptions and on information currently available to our management. Forward-looking statements include the information concerning: our possible or assumed future results of operations; financial condition and leverage; dividend payments; our expectations regarding development profit margins, defaults and expected losses, notes receivable balances, commitments to owners’ associations, payments for property acquisitions, that interest income and notes receivable will increase in 2023, interest rates, financing profit margin, general and administrative expenses, inventory costs and inventory spending, taxes, and any effects of the COVID-19 pandemic; business strategies, such as our expectations that we will continue to offer financing incentives; and potential operating performance improvements, including the expectations regarding contract sales, resort management and financing plans. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words “believe,” “expect,” “plan,” “intend,” “anticipate,” “estimate,” “predict,” “potential,” “continue,” “may,” “might,” “should,” “could” or the negative of these terms or similar expressions.
Forward-looking statements involve risks, uncertainties and assumptions. Actual results may differ materially from those expressed in these forward-looking statements. We caution you that these statements are not guarantees of future performance and are subject to numerous and evolving risks and uncertainties that we may not be able to predict or assess, such as: the effects of a future health crisis, including its short and longer-term impacts on consumer confidence and demand for travel, and the pace of recovery following a health crisis; variations in demand for vacation ownership and exchange products and services; worker absenteeism; price and wage inflation; global supply chain disruptions; volatility in the international and national economy and credit markets; impact of the current or a future banking crisis; the ongoing war between Russia and Ukraine and related sanctions and other measures; our ability to attract and retain our global workforce; competitive conditions; the availability of capital to finance growth; the impact of rising interest rates; political or social strife; difficulties associated with implementing new or maintaining existing technology; changes in privacy laws and other matters referred to under the heading “Risk Factors” contained herein and also in our most recent Annual Report on Form 10-K, and which may be updated in our future periodic filings with the U.S. Securities and Exchange Commission (the “SEC”).
All forward-looking statements in this Quarterly Report on Form 10-Q apply only as of the date of this Quarterly Report on Form 10-Q or as of the date they were made or as otherwise specified herein. We do not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by law. There may be other risks and uncertainties that we cannot predict at this time or that we currently do not expect will have a material adverse effect on our financial position, results of operations or cash flows. Any such risks could cause our results to differ materially from those we express in forward-looking statements.
35


Table of Contents
Our Financial Statements (as defined below), which we discuss below, reflect our historical financial condition, results of operations and cash flows. However, the financial information discussed below and included in this Quarterly Report on Form 10-Q may not necessarily reflect what our financial condition, results of operations or cash flows may be in the future.
In order to make this report easier to read, we refer to (i) our Interim Consolidated Financial Statements as our “Financial Statements,” (ii) our Interim Consolidated Statements of Income as our “Income Statements,” (iii) our Interim Consolidated Balance Sheets as our “Balance Sheets” and (iv) our Interim Consolidated Statements of Cash Flows as our “Cash Flows.” In addition, references throughout to numbered “Footnotes” refer to the numbered Notes in the Interim Condensed Notes to Consolidated Financial Statements that we include in the Financial Statements of this Quarterly Report on Form 10-Q.
Business Overview
We are a leading global vacation company that offers vacation ownership, exchange, rental and resort and property management, along with related businesses, products and services. Our business operates in two reportable segments: Vacation Ownership and Exchange & Third-Party Management.
Our Vacation Ownership segment includes a diverse portfolio of resorts that includes some of the world’s most iconic brands licensed under exclusive long-term relationships. We are the exclusive worldwide developer, marketer, seller and manager of vacation ownership and related products under the Marriott Vacation Club, Grand Residences by Marriott, Sheraton Vacation Club, Westin Vacation Club and Hyatt Residence Club brands, as well as under Marriott Vacation Club Pulse, an extension to the Marriott Vacation Club brand. We are also the exclusive worldwide developer, marketer and seller of vacation ownership and related products under The Ritz-Carlton Club brand, we have the non-exclusive right to develop, market and sell whole ownership residential products under The Ritz-Carlton Residences brand and we have a license to use the St. Regis brand for specified fractional ownership resorts.
Our Vacation Ownership segment generates most of its revenues from four primary sources: selling vacation ownership products; managing vacation ownership resorts, clubs and owners’ associations; financing consumer purchases of vacation ownership products; and renting vacation ownership inventory.
Our Exchange & Third-Party Management segment includes an exchange network and membership programs, as well as the provision of management services to other resorts and lodging properties. Exchange & Third-Party Management revenue generally is fee-based and derived from membership, exchange and rental transactions, property and owners’ association management, and other related products and services. Since May 2022, we provide these services through our Interval International and Aqua-Aston businesses. In April 2022, we disposed of VRI Americas after determining that the business was not a core component of our future growth strategy and operating model. This business was a component of our Exchange & Third-Party Management segment through the date of the sale.
Corporate and other represents that portion of our results that are not allocable to our segments, including those relating to consolidated property owners’ associations (“Consolidated Property Owners’ Associations”).
Integration of Marriott-, Sheraton- and Westin- Branded Vacation Ownership Products
In 2016, Marriott International purchased Starwood Hotels and Resorts Worldwide, Inc., which at the time exclusively licensed the Sheraton and Westin vacation ownership brands to Legacy-ILG. Part of the rationale for our acquisition of ILG in 2018 was to achieve operating efficiencies and business growth by leveraging the brands then licensed by Marriott International and its subsidiaries to us and to ILG. In August 2022, we launched Abound by Marriott Vacations, a new owner benefit and exchange program which affiliates the Marriott, Sheraton and Westin vacation ownership brands to offer similar benefits to owners of our products under these brands. Under this program, owners of Marriott-, Sheraton- and Westin-branded VOIs can access over 90 resorts under the Marriott Vacation Club, Sheraton Vacation Club and Westin Vacation Club brands using a common currency. The program also harmonizes fee structures and owner benefit levels and has allowed us to transition most of our Legacy-ILG sales galleries to sell our Marriott Vacation Club Destinations product. Further, in late 2022, we added certain Sheraton- and Westin- branded VOIs to the Marriott Vacation Club Destinations product.
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. Based upon the different terms of our contracts with the customer and business practices, control of the vacation ownership product has historically transferred to the customer at different points in time for each brand of VOIs. In the third quarter of 2022, we aligned our business practices and contract terms, resulting in the prospective change in the timing of the transfer of control to the customer for Marriott-branded VOIs. Prior to these changes, control transfer occurred at closing for
36


Table of Contents
Marriott-branded vacation ownership products. Subsequent to this alignment, transfer of control of Marriott-branded vacation ownership products occurs at expiration of the statutory rescission period, consistent with the historical timing of Sheraton-, Westin- and Hyatt- branded transactions. Marriott-branded VOI sales contracts executed prior to these modifications have been accounted for with transfer of control of the VOI occurring at closing. Control transfer for Legacy-Welk VOIs continues to occur at closing.
As a result of the unification of our Marriott-, Sheraton- and Westin- branded vacation ownership products under the Abound by Marriott Vacations program and stabilization of default rates following the initial impact of the COVID-19 pandemic, in the third quarter of 2022, we combined and aligned our reserve methodology for vacation ownership notes receivable for our Marriott, Sheraton and Westin brands.
Performance Measures
We measure operating performance using the key metrics described below:
Contract sales from the sale of vacation ownership products, which consists of the total amount of vacation ownership product sales under contracts signed during the period where we have generally received a down payment of at least ten percent of the contract price, reduced by actual rescissions during the period, inclusive of contracts associated with sales of vacation ownership products on behalf of third parties, which we refer to as “resales contract sales.” In circumstances where customers apply any or all of their existing ownership interests as part of the purchase price for additional interests, we include only the incremental value purchased as contract sales. Contract sales differ from revenues from the sale of vacation ownership products that we report on our income statements due to the requirements for revenue recognition described above and adjustments for sales incentives that will not be recognized as Sale of vacation ownership products revenue and other adjustments to Sale of vacation ownership products revenue. We consider contract sales to be an important operating measure because it reflects the pace of sales in our business.
Total contract sales include contract sales from the sale of vacation ownership products including non-consolidated joint ventures.
Consolidated contract sales exclude contracts 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 tour at a sales location, by the number of tours at sales locations in a given period. We believe that this operating metric 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.
Development profit margin is calculated by dividing Development profit by revenues from the sale of vacation ownership products. We refer to revenues from the sale of vacation ownership products less the cost of vacation ownership products and marketing and sales costs as Development profit. We believe that Development profit margin is an important measure of the profitability of our development and subsequent marketing and sales of VOIs.
Total active members is the number of Interval International network active members at the end of the applicable period. We consider active members to be an important metric because it represents the population of owners eligible to book transactions using the Interval International network.
Average revenue per member is calculated by dividing membership fee revenue, transaction revenue, rental revenue, and other member revenue for the Interval International network by the monthly weighted average number of Interval International network active members during the applicable period. We believe this metric is valuable in measuring the overall engagement of our Interval International network active members.
Segment financial results attributable to common shareholders represents revenues less expenses directly attributable to each applicable reportable business segment (Vacation Ownership and Exchange & Third-Party Management). We consider this measure to be important in evaluating the performance of our reportable business segments. See Footnote 16 “Business Segments” to our Financial Statements for further information on our reportable business segments.
NM = Not meaningful.
37


Table of Contents
Consolidated Results
Three Months EndedSix Months Ended
($ in millions)June 30, 2023June 30, 2022June 30, 2023June 30, 2022
REVENUES
Sale of vacation ownership products$391 $425 $766 $735 
Management and exchange206 203 406 425 
Rental146 140 297 273 
Financing80 72 158 143 
Cost reimbursements355 324 720 640 
TOTAL REVENUES1,178 1,164 2,347 2,216 
EXPENSES
Cost of vacation ownership products66 80 124 140 
Marketing and sales206 214 416 396 
Management and exchange110 102 217 229 
Rental112 87 225 168 
Financing25 23 51 44 
General and administrative64 64 132 125 
Depreciation and amortization34 32 66 65 
Litigation charges
Royalty fee29 29 58 56 
Impairment— — — 
Cost reimbursements355 324 720 640 
TOTAL EXPENSES1,003 957 2,018 1,868 
Gains and other income, net10 37 31 41 
Interest expense, net(36)(30)(70)(57)
Transaction and integration costs(10)(37)(23)(65)
Other
INCOME BEFORE INCOME TAXES AND NONCONTROLLING INTERESTS140 178 268 268 
Provision for income taxes(50)(43)(91)(75)
NET INCOME90 135 177 193 
Net loss attributable to noncontrolling interests— — 
NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS$90 $136 $177 $194 
38


Table of Contents
Operating Statistics
2023 Second Quarter
Three Months Ended
(Contract sales $ in millions)June 30, 2023June 30, 2022Change% Change
Vacation Ownership
Total contract sales$462 $516 $(54)(10%)
Consolidated contract sales$453 $506 $(53)(10%)
Joint venture contract sales$$10 $(1)(7%)
VPG$3,968 $4,613 $(645)(14%)
Exchange & Third-Party Management
Total active members at end of period (000's)1,566 1,596 (30)(2%)
Average revenue per member$39.30 $38.79 $0.51 1%
2023 First Half
Six Months Ended
(Contract sales $ in millions)June 30, 2023June 30, 2022Change% Change
Vacation Ownership
Total contract sales$906 $919 $(13)(1%)
Consolidated contract sales$887 $900 $(13)(1%)
Joint venture contract sales$19 $19 $— NM
VPG$4,150 $4,653 $(503)(11%)
Exchange & Third-Party Management
Total active members at end of period (000's)1,566 1,596 (30)(2%)
Average revenue per member$81.35 $83.32 $(1.97)(2%)
Revenues
2023 Second Quarter
Three Months Ended
($ in millions)June 30, 2023June 30, 2022Change% Change
Vacation Ownership$1,112 $1,091 $21 2%
Exchange & Third-Party Management65 74 (9)(12%)
Total Segment Revenues1,177 1,165 12 1%
Consolidated Property Owners’ Associations(1)NM
Total Revenues$1,178 $1,164 $14 1%
2023 First Half
Six Months Ended
($ in millions)June 30, 2023June 30, 2022Change% Change
Vacation Ownership$2,209 2,047 $162 8%
Exchange & Third-Party Management136 158 (22)(14%)
Total Segment Revenues2,345 2,205 140 6%
Consolidated Property Owners’ Associations11 (9)(85%)
Total Revenues2,347 2,216 $131 6%
39


Table of Contents
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 shareholders, before interest expense, net (excluding consumer financing interest expense associated with term securitization transactions), income taxes, depreciation and amortization. Adjusted EBITDA reflects additional adjustments for certain items, and excludes share-based compensation expense to address considerable variability among companies in recording compensation expense because companies use share-based payment awards differently, both in the type and quantity of awards granted. For purposes of our EBITDA and Adjusted EBITDA calculations, we do not adjust for consumer financing interest expense associated with term securitization transactions because we consider it to be an operating expense of our business. We consider Adjusted EBITDA to be an indicator of operating performance, which we use to measure our ability to service debt, fund capital expenditures, expand our business, and return cash to shareholders. We also use Adjusted EBITDA, as do analysts, lenders, investors, and others, because this measure excludes certain items that can vary widely across different industries or among companies within the same industry. For example, interest expense can be dependent on a company’s capital structure, debt levels and credit ratings. Accordingly, the impact of interest expense on earnings can vary significantly among companies. The tax positions of companies can also vary because of their differing abilities to take advantage of tax benefits and because of the tax policies of the jurisdictions in which they operate. As a result, effective tax rates and provisions for income taxes can vary considerably among companies. EBITDA and Adjusted EBITDA also exclude depreciation and amortization because companies utilize productive assets of different ages and use different methods of both acquiring and depreciating productive assets. These differences can result in considerable variability in the relative costs of productive assets and the depreciation and amortization expense among companies. We believe Adjusted EBITDA is useful as an indicator of operating performance because it allows for period-over-period comparisons of our on-going core operations before the impact of the excluded items. Adjusted EBITDA also facilitates comparison by us, analysts, investors, and others of results from our on-going core operations before the impact of these items with results from other companies.
EBITDA and Adjusted EBITDA have limitations and should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP. In addition, other companies in our industry may calculate EBITDA and Adjusted EBITDA differently than we do or may not calculate them at all, limiting their usefulness as comparative measures. The table below shows our EBITDA and Adjusted EBITDA calculation and reconciles these measures with Net income attributable to common shareholders, which is the most directly comparable GAAP financial measure.
40


Table of Contents
2023 Second Quarter
Three Months EndedChange
($ in millions)June 30, 2023June 30, 2022% Change
Net income attributable to common shareholders$90 $136 $(46)(34%)
Interest expense, net36 30 18%
Provision for income taxes50 43 14%
Depreciation and amortization34 32 5%
EBITDA210 241 (31)(14%)
Share-based compensation expense12 12 — NM
Certain items— (2)NM
Adjusted EBITDA$222 $255 $(33)(13%)
Adjusted EBITDA Margin27%30%(3 pts)
The table below details the components of Certain items for the three months ended June 30, 2023 and June 30, 2022.
Three Months Ended
($ in millions)June 30, 2023June 30, 2022
ILG integration$$33 
Welk acquisition and integration
Other transaction costs— 
Transaction and integration costs10 37 
Purchase accounting adjustments
Litigation charges
Gain on disposition of hotel/land(7)(33)
Gain on disposition of VRI Americas— (16)
Foreign currency translation(2)
Insurance proceeds— (2)
Change in indemnification asset(1)
Other— 
Gains and other income, net(10)(37)
Early termination of VRI management contract— (2)
Change in estimate relating to pre-acquisition contingencies— (3)
Other(3)— 
Total Certain items$— $
41


Table of Contents
2023 First Half
Six Months EndedChange
($ in millions)June 30, 2023June 30, 2022% Change
Net income attributable to common shareholders$177 $194 $(17)(9%)
Interest expense, net70 57 13 22%
Provision for income taxes91 75 16 21%
Depreciation and amortization66 65 1%
EBITDA404 391 13 3%
Share-based compensation expense19 20 (1)(6%)
Certain items32 (30)(93%)
Adjusted EBITDA$425 $443 $(18)(4%)
Adjusted EBITDA Margin26%28%(2%)
The table below details the components of Certain items for the six months ended June 30, 2023 and June 30, 2022.
Six Months Ended
($ in millions)June 30, 2023June 30, 2022
ILG integration$15 $58 
Welk acquisition and integration
Other transaction costs— 
Transaction and integration costs23 65 
Early redemption of senior secured notes10 — 
Gain on disposition of hotel/land(7)(33)
Gain on disposition of VRI Americas— (16)
Foreign currency translation(4)
Insurance proceeds(2)(5)
Change in indemnification asset(24)
Other(4)
Gains and other income, net(31)(41)
Purchase accounting adjustments
Litigation charges
Impairment— 
Early termination of VRI management contract— (2)
Change in estimate relating to pre-acquisition contingencies— (3)
Other(2)— 
Total Certain items$$32 
42


Table of Contents
Segment Adjusted EBITDA
2023 Second Quarter
Three Months Ended
($ in millions)June 30, 2023June 30, 2022Change% Change
Vacation Ownership$245 $274 $(29)(11%)
Exchange & Third-Party Management32 35 (3)(10%)
Segment adjusted EBITDA277 309 (32)(11%)
General and administrative(55)(54)(1)(1%)
Adjusted EBITDA$222 $255 $(33)(13%)
2023 First Half
Six Months Ended
($ in millions)June 30, 2023June 30, 2022Change% Change
Vacation Ownership$474 $473 $NM
Exchange & Third-Party Management69 78 (9)(12%)
Segment adjusted EBITDA543 551 (8)(2%)
General and administrative(118)(108)(10)(8%)
Adjusted EBITDA$425 $443 $(18)(4%)
The following tables present segment financial results attributable to common shareholders reconciled to segment Adjusted EBITDA.
Vacation Ownership
2023 Second Quarter
Three Months Ended
($ in millions)June 30, 2023June 30, 2022Change% Change
Segment financial results$224 $277 $(53)(19%)
Depreciation and amortization23 22 6%
Share-based compensation expense27%
Certain items(5)(27)22 83%
Segment adjusted EBITDA$245 $274 $(29)(11%)
The table below details the components of Certain items for the three months ended June 30, 2023 and June 30, 2022.
Three Months Ended
($ in millions)June 30, 2023June 30, 2022
Transaction and integration costs$— $
Purchase accounting adjustments
Litigation charges
Gain on disposition of hotel/land(7)(33)
Foreign currency translation— 
Gains and other income, net(7)(32)
Change in estimate relating to pre-acquisition contingencies— (3)
Other(2)— 
Total Certain items$(5)$(27)
43


Table of Contents
2023 First Half
Six Months Ended
($ in millions)June 30, 2023June 30, 2022Change% Change
Segment financial results$429 $450 $(21)(5%)
Depreciation and amortization46 44 4%
Share-based compensation expense28%
Certain items(5)(24)19 78%
Segment adjusted EBITDA$474 $473 $NM
The table below details the components of Certain items for the six months ended June 30, 2023 and June 30, 2022.
Six Months Ended
($ in millions)June 30, 2023June 30, 2022
Transaction and integration costs$— 
Purchase accounting adjustments
Litigation charges
Impairment— 
Gain on disposition of hotel/land(7)(33)
Foreign currency translation— 
Insurance proceeds(2)(3)
Change in indemnification asset(3)— 
Other(4)— 
Gains and other income, net(16)(35)
Change in estimate relating to pre-acquisition contingencies— (3)
Other(2)— 
Total Certain items$(5)$(24)
44


Table of Contents
Exchange & Third-Party Management
2023 Second Quarter
Three Months Ended
($ in millions)June 30, 2023June 30, 2022Change% Change
Segment financial results$24 $46 $(22)(47%)
Depreciation and amortization5%
Certain items— (18)18 NM
Segment adjusted EBITDA$32 $35 $(3)(10%)
The table below details the components of Certain items for the three months ended June 30, 2023 and June 30, 2022.
Three Months Ended
($ in millions)June 30, 2023June 30, 2022
Gain on disposition of VRI Americas$— $(16)
Early termination of VRI management contract— (2)
Total Certain items$— $(18)
2023 First Half
Six Months Ended
($ in millions)June 30, 2023June 30, 2022Change% Change
Segment financial results$52 $79 $(27)(34%)
Depreciation and amortization16 16 — NM
Share-based compensation expense— NM
Certain items— (18)18 NM
Segment adjusted EBITDA$69 $78 $(9)(12%)
The table below details the components of Certain items for the six months ended June 30, 2023 and June 30, 2022.
Six Months Ended
($ in millions)June 30, 2023June 30, 2022
Gain on disposition of VRI Americas$— $(16)
Early termination of VRI management contract— (2)
Total Certain items$— $(18)
45


Table of Contents
Business Segments
Our business is grouped into two reportable business segments: Vacation Ownership and Exchange & Third-Party Management. See Footnote 16 “Business Segments” to our Financial Statements for further information on our segments.
Vacation Ownership
Three Months EndedSix Months Ended
($ in millions)June 30, 2023June 30, 2022June 30, 2023June 30, 2022
REVENUES
Sale of vacation ownership products$391 $425 $766 $735 
Resort management and other services147 140 282 266 
Rental135 129 276 251 
Financing80 72 158 143 
Cost reimbursements359 325 727 652 
TOTAL REVENUES1,112 1,091 2,209 2,047 
EXPENSES
Cost of vacation ownership products66 80 124 140 
Marketing and sales206 214 416 396 
Resort management and other services69 60 133 114 
Rental116 91 232 181 
Financing25 23 51 44 
Depreciation and amortization23 22 46 44 
Litigation charges
Royalty fee29 29 58 56 
Impairment— — — 
Cost reimbursements359 325 727 652 
TOTAL EXPENSES896 846 1,797 1,632 
Gains and other income, net32 16 35 
Transaction and integration costs— (1)— (1)
Other
SEGMENT FINANCIAL RESULTS BEFORE NONCONTROLLING INTERESTS224 277 429 450 
Net income attributable to noncontrolling interests— — — — 
SEGMENT FINANCIAL RESULTS ATTRIBUTABLE TO COMMON SHAREHOLDERS$224 $277 $429 $450 
46


Table of Contents
Sale of Vacation Ownership Products
2023 Second Quarter
Three Months Ended
($ in millions)June 30, 2023% of Consolidated Contract Sales, Net of ResalesJune 30, 2022% of Consolidated Contract Sales, Net of ResalesChange% Change
Total consolidated contract sales$453 $506 $(53)(10%)
Joint venture contract sales10 (1)(7%)
Total contract sales462 516 (54)(10%)
Less: resales contract sales(10)(11)
Less: joint venture contract sales(9)(10)
Consolidated contract sales, net of resales443 495 (52)(11%)
Plus:
Settlement revenue2%2%— 
Resales revenue1%1%
Revenue recognition adjustments:
Reportability1%(14)(3%)19 
Sales reserve(45)(10%)(37)(8%)(8)
Other(1)
(27)(6%)(32)(7%)
Sale of vacation ownership products$391 88%$425 86%$(34)(8%)
(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.
Contract sales in the 2023 second quarter declined, despite tour growth of 4%, due to a 14% decrease in VPG. The decline in VPG was attributed to lower closing efficiencies due to the continued transition associated with the launch of Abound by Marriott Vacations (which commenced in the 2022 third quarter) and the continued integration of the Hyatt and Legacy-Welk business models and sales processes. We expect contract sales for the remainder of 2023 to exceed 2022 results.
Financing propensity was 56% in the second quarter of 2023, a 300 basis point increase over the second quarter of 2022. We expect to continue offering financing incentive programs in 2023. The average FICO score of customers who were U.S. citizens or residents who financed a vacation ownership purchase was 736 and 735 for the three months ended June 30, 2023 and June 30, 2022, respectively.
The increase in the sales reserve as a percentage of Consolidated contract sales, net of resales is attributed to $11 million of defaults in excess of expected losses (220 basis points), higher financing propensity and reportability (80 basis points), and an increase in our reserve rate (25 basis points), partially offset by a decrease in Legacy-Welk sales, which carry a higher reserve on originated vacation ownership notes receivable (65 basis points). Defaults in excess of expected losses have been reserved as if they are permanent differences, as opposed to an acceleration in timing of defaults.

47


Table of Contents
2023 First Half
Six Months Ended
($ in millions)June 30, 2023% of Consolidated Contract Sales, Net of ResalesJune 30, 2022% of Consolidated Contract Sales, Net of ResalesChange% Change
Total consolidated contract sales$887 $900 $(13)(1%)
Joint venture contract sales19 19 — NM
Total contract sales906 919 (13)(1%)
Less: resales contract sales(21)(20)(1)
Less: joint venture contract sales(19)(19)— 
Consolidated contract sales, net of resales866 880 (14)(2%)
Plus:
Settlement revenue17 2%16 2%
Resales revenue12 1%1%
Revenue recognition adjustments:
Reportability1%(47)(5%)52 
Sales reserve(83)(10%)(66)(8%)(17)
Other(1)
(51)(6%)(56)(6%)
Sale of vacation ownership products$766 88%$735 83%$31 4%
(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.
Contract sales in the first half of 2023 declined, despite tour growth of 10%, due to an 11% decrease in VPG. The decline in VPG was attributed to lower closing efficiencies due to the continued transition associated with the launch of Abound by Marriott Vacations (which commenced in the 2022 third quarter) and the continued integration of the Hyatt and Legacy-Welk business models and sales processes.
Financing propensity was 55% in the first half of 2023, a 300 basis point increase over the first half of 2022. We expect to continue offering financing incentive programs in 2023. The average FICO score of customers who were U.S. citizens or residents who financed a vacation ownership purchase was 737 and 735 for the six months ended June 30, 2023 and June 30, 2022, respectively.
The increase in the sales reserve as a percentage of Consolidated contract sales, net of resales is attributed to $19 million of defaults in excess of expected losses (130 basis points), higher financing propensity and reportability (100 basis points), and an increase in our reserve rate (30 basis points), partially offset by a decrease in Legacy-Welk sales, which carry a higher reserve on originated vacation ownership notes receivable (50 basis points). Defaults in excess of expected losses have been reserved as if they are permanent differences, as opposed to an acceleration in timing of defaults.
48


Table of Contents
Development Profit
2023 Second Quarter
Three Months EndedChange% Change
($ in millions)June 30, 2023% of RevenueJune 30, 2022% of Revenue
Sale of vacation ownership products$391 $425 $(34)(8%)
Cost of vacation ownership products(66)(17%)(80)(19%)14 18%
Marketing and sales(206)(53%)(214)(50%)4%
Development profit$119 $131 $(12)(9%)
Development profit margin30.8%31.0%(0.2 pts)
The decrease in Development profit reflects $28 million from lower contract sales volumes and $10 million related to higher sales reserves, partially offset by $14 million from favorable revenue reportability, $10 million of favorable product cost due mainly to the sale of lower cost inventory, and $2 million of favorable product cost true-up activity. We expect development profit margins for the remainder of 2023 to be consistent with 2023 second quarter results.
2023 First Half
Six Months Ended
($ in millions)June 30, 2023% of RevenueJune 30, 2022% of RevenueChange% Change
Sale of vacation ownership products$766 $735 $31 4%
Cost of vacation ownership products(124)(16%)(140)(19%)16 11%
Marketing and sales(416)(54%)(396)(54%)(20)(5%)
Development profit$226 $199 $27 14%
Development profit margin29.6%27.1%2.5 pts
The increase in Development profit reflects $38 million from favorable revenue reportability, $20 million of favorable product cost due mainly to the sale of lower cost inventory, and $6 million of favorable product cost true-up activity, partially offset by $23 million of lower contract sales volumes and $14 million related to higher sales reserves.
49


Table of Contents
Resort Management and Other Services Revenues, Expenses and Profit
2023 Second Quarter
Three Months Ended
($ in millions)June 30, 2023June 30, 2022Change% Change
Management fee revenues$45 $41 $10%
Ancillary revenues70 66 6%
Other management and exchange revenues32 33 (1)(3%)
Resort management and other services revenues147 140 5%
Resort management and other services expenses(69)(60)(9)(14%)
Resort management and other services profit$78 $80 $(2)(2%)
Resort management and other services profit margin52.9%56.7%(3.8 pts)
Resort occupancy (1)
88.7%90.5%(1.8 pts)
(1)Resort occupancy represents all transient, previews, and owner keys divided by total keys available, net of keys out of service.
Resort management and other services revenues reflect higher ancillary revenues, including revenues from food and beverage and golf offerings (as a result of a 10% increase in revenue per occupied key, partially offset by a 4% decline in occupied keys at resorts with ancillary businesses) and higher management fees, partially offset by $1 million of lower refurbishment project revenues.
The $9 million increase in resort management and other services expenses reflects an increase in ancillary expenses of $5 million due to inflation and increased volumes sold, and an increase in customer services and exchange company expenses of $4 million due to incremental headcount, wages, benefits, and other operating cost increases.
As a result of the changes in resort management and other services revenues and expenses, resort management and other services profit declined $2 million.
2023 First Half
Six Months Ended
($ in millions)June 30, 2023June 30, 2022Change% Change
Management fee revenues$90 $83 $8%
Ancillary revenues131 120 11 9%
Other management and exchange revenues61 63 (2)(2%)
Resort management and other services revenues282 266 16 6%
Resort management and other services expenses(133)(114)(19)(17%)
Resort management and other services profit$149 $152 $(3)(2%)
Resort management and other services profit margin52.8%57.1%(4.3 pts)
Resort occupancy (1)
88.8%89.1%(0.3 pts)
(1)Resort occupancy represents all transient, previews, and owner keys divided by total keys available, net of keys out of service.
Resort management and other services revenues reflect higher ancillary revenues, including revenues from food and beverage and golf offerings (as a result of an 11% increase in revenue per occupied key, partially offset by a 1% decrease in occupied keys at resorts with ancillary businesses) and higher management fees, partially offset by $2 million of lower refurbishment project revenues.
The $19 million increase in resort management and other services expenses reflects an increase in ancillary expenses of $13 million due to inflation and increased volumes sold, and an increase in customer services and exchange company expenses of $6 million due to incremental headcount, wages, benefits, and other operating cost increases.
As a result of the changes in resort management and other services revenues and expenses, resort management and other services profit declined $3 million.
50


Table of Contents
Rental Revenues, Expenses and Profit
2023 Second Quarter
Three Months Ended
($ in millions)June 30, 2023June 30, 2022Change% Change
Rental revenues$135 $129 $4%
Rental expenses(116)(91)(25)(28%)
Rental profit$19 $38 $(19)(53%)
Rental profit margin13.4%29.5%(16.1 pts)
Three Months Ended
June 30, 2023June 30, 2022Change% Change
Transient keys rented(1)
549,329 577,114 (27,785)(5%)
Average transient rate$263 $262 $NM
Rental occupancy(2)
70.8%74.8%(4.0 pts)
(1)Transient keys rented exclude those occupied through the use of plus points and preview stays.
(2)Rental occupancy represents transient and preview keys divided by keys available to rent, which is total available keys excluding owner usage.
Rental profit for transient keys, including plus points and excluding keys from owned hotels, declined by $18 million due to a $12 million increase in unsold maintenance fees associated with developer owned inventory, $10 million of decreased profit from fewer keys rented due to lower demand and an unfavorable change in the mix of keys available to rent, and $3 million of increased costs associated with higher owner utilization of third-party vacation and other offerings. These decreases were partially offset by $5 million of higher plus points revenue and a $2 million reduction in rental costs recorded as marketing and sales expense for increased marketing purposes. In addition to these variances, there was a $16 million higher net down of rental revenues and expense in the 2023 second quarter associated with unsold VOIs that are registered and held for sale.
Rental profit for our owned hotels decreased by $1 million, or 25%, due to a $1 million decrease related to the disposition of our Puerto Vallarta hotel in 2022.
2023 First Half
Six Months Ended
($ in millions)June 30, 2023June 30, 2022Change% Change
Rental revenues$276 $251 $25 10%
Rental expenses(232)(181)(51)(28%)
Rental profit (loss)$44 $70 $(26)(38%)
Rental profit margin15.7%27.7%(12.0 pts)
Six Months Ended
June 30, 2023June 30, 2022Change% Change
Transient keys rented(1)
1,096,869 1,116,673 (19,804)(2%)
Average transient key rate$275 $269 $2%
Rental occupancy(2)
70.6%70.9%(0.3 pts)
(1)Transient keys rented exclude those occupied through the use of plus points and preview stays.
(2)Rental occupancy represents transient and preview keys divided by keys available to rent, which is total available keys excluding owner usage.
Rental profit for transient keys, including plus points and excluding keys from owned hotels, declined by $23 million due to a $23 million increase in unsold maintenance fees associated with developer owned inventory, $8 million of increased costs associated with higher owner utilization of third-party vacation and other offerings, and $4 million of decreased profit from fewer keys rented due to lower demand and an unfavorable change in the mix of keys available to rent. These decreases were partially offset by $8 million of higher plus points revenue and a $4 million reduction of rental costs
51


Table of Contents
recorded as marketing and sales expense for marketing purposes. In addition to these variances, there was a $28 million higher net down of rental revenues and expense in the first half of 2023 associated with unsold VOIs that are registered and held for sale.
Rental profit for our owned hotels decreased by $3 million, or 34%, due to a $3 million decrease related to the disposition of our Puerto Vallarta hotel in 2022.
Financing Revenues, Expenses and Profit
2023 Second Quarter
Three Months Ended
($ in millions)June 30, 2023June 30, 2022Change% Change
Financing revenues$80 $72 $11%
Financing expenses(5)(10)54%
Consumer financing interest expense(20)(13)(7)(52%)
Financing profit$55 $49 $13%
Financing profit margin69.1%67.7%1.4 pts
Financing propensity56.2%53.1%
Financing revenues reflect $9 million of higher interest income as a result of a higher average notes receivable balance partially offset by $1 million of lower plus point financing incentive costs. The higher average notes receivable balance was the result of new loan originations in excess of the pay-down of existing vacation ownership notes receivable. We expect the average notes receivable balance, and resulting interest income, to continue to increase during the remainder of 2023 as a result of the expected growth in contract sales and related loan originations. In the second quarter of 2023, we recorded a $3 million reduction in the reserve for acquired vacation ownership notes receivable as an offset to financing expenses. Excluding this adjustment, financing expenses decreased $2 million due to the timing of lien fee income recognition.
The increase in consumer financing interest expense is attributable to the higher average securitized debt at a higher average interest rate for the more recent term securitization transactions. We expect consumer financing interest expense to continue to remain elevated over our average outstanding interest rates on existing securitization transactions as a result of rising interest rates for the remainder of 2023. We do not adjust interest rates on consumer financing offerings at the same pace as, or in lock-step with, broader market interest rates; thus we expect our financing profit margin to continue to decrease in 2023, as we repay existing securitization transactions with lower interest rates and enter into new securitization transactions with higher interest rates.
2023 First Half
Six Months Ended
($ in millions)June 30, 2023June 30, 2022Change% Change
Financing revenues158 143 15 10%
Financing expenses(15)(19)22%
Consumer financing interest expense(36)(25)(11)(45%)
Financing profit$107 $99 $8%
Financing profit margin67.4%69.0%(1.6 pts)
Financing propensity55.3%51.9%
Financing revenues reflect $17 million of higher interest income as a result of a higher average notes receivable balance partially offset by $2 million of lower plus point financing incentive costs. The higher average notes receivable balance was the result of new loan originations in excess of the pay-down of existing vacation ownership notes receivable. We expect the average notes receivable balance, and resulting interest income, to continue to increase during the remainder of 2023 as a result of the expected growth in contract sales and related loan originations. In the second quarter of 2023, we recorded a $3 million reduction in the reserve for acquired vacation ownership notes receivable as an offset to financing expenses. Excluding this adjustment, financing expenses decreased $1 million due to the timing of lien fee income recognition.
52


Table of Contents
Royalty Fee
2023 Second Quarter
Three Months Ended
($ in millions)June 30, 2023June 30, 2022Change% Change
Royalty fee$29 $29 $— NM
Royalty fee expense in the second quarter of 2023 remained flat to the second quarter of 2022 due to a decrease of $1 million in the dollar volume of closings on Marriott-branded products, offset by $1 million of increased variable royalty fees paid to Hyatt, which commenced in the fourth quarter of 2022.
2023 First Half
Six Months Ended
($ in millions)June 30, 2023June 30, 2022Change% Change
Royalty fee$58 $56 $4%
Royalty fee expense increased $1 million in the first half of 2023 due to an increase in the dollar volume of closings on Marriott-branded products and $1 million relating to variable royalty fees paid to Hyatt.
Gains and Other Income
2023 Second Quarter
Three Months Ended
($ in millions)June 30, 2023June 30, 2022Change% Change
Gains and other income, net$$32 $(25)(79%)
During the second quarter of 2023, we recorded $7 million of gains on the disposition of excess real estate.
During the second quarter of 2022, we recorded a $33 million gain related to the strategic decision to dispose of our hotel in Puerto Vallarta, Mexico, partially offset by $1 million of foreign currency translation charges.
2023 First Half
Six Months Ended
($ in millions)June 30, 2023June 30, 2022Change% Change
Gains and other income, net$16 $35 $(19)55%
During the first half of 2023, we recorded $7 million of gains on the disposition of excess real estate, a $4 million gain associated with the earn out of additional proceeds from the 2019 disposition of a land parcel in Cancun, Mexico, a $3 million reduction in certain pre-acquisition contingencies associated with the ILG Acquisition, and $2 million related to receipt of business interruption insurance proceeds.
During the first half of 2022, we recorded a $33 million gain related to the strategic decision to dispose of our hotel in Puerto Vallarta, Mexico, and $3 million related to receipt of business interruption insurance proceeds, partially offset by $1 million of foreign currency translation charges.
53


Table of Contents
Exchange & Third-Party Management
Three Months EndedSix Months Ended
($ in millions)June 30, 2023June 30, 2022June 30, 2023June 30, 2022
REVENUES
Management and exchange$51 $58 $107 $122 
Rental11 11 21 22 
Cost reimbursements14 
TOTAL REVENUES65 74 136 158 
EXPENSES
Management and exchange30 32 60 65 
Depreciation and amortization16 16 
Cost reimbursements14 
TOTAL EXPENSES41 44 84 95 
Gains and other income, net— 16 — 16 
SEGMENT FINANCIAL RESULTS ATTRIBUTABLE TO COMMON SHAREHOLDERS$24 $46 $52 $79 
Management and Exchange Profit
2023 Second Quarter
Three Months Ended
($ in millions)June 30, 2023June 30, 2022Change% Change
Management and exchange revenue$51 $58 $(7)(13%)
Management and exchange expense(30)(32)6%
Management and exchange profit$21 $26 $(5)(23%)
Management and exchange profit margin40.4%45.2%(4.8 pts)
Excluding the $5 million decrease attributed to the disposition of our VRI Americas business during the second quarter of 2022, management and exchange revenue decreased $2 million or 6% compared to the second quarter of 2022, primarily attributed to a decline in Aqua-Aston management revenues resulting from a lower average daily rate in the Hawaii market. Interval International transaction volume declined 5% and was offset by a 1% increase in average revenue per member.
Excluding the impact of the disposition of VRI Americas, management and exchange profit would have decreased by $2 million or 13% in the second quarter of 2023, primarily attributed to a decline in Aqua-Aston management profit and a slight decline in Interval International revenue.
2023 First Half
Six Months Ended
($ in millions)June 30, 2023June 30, 2022Change% Change
Management and exchange revenue$107 $122 $(15)(13%)
Management and exchange expense(60)(65)8%
Management and exchange profit$47 $57 $(10)(18%)
Management and exchange profit margin44.0%47.0%(3.0 pts)
Excluding the $12 million decrease attributed to the disposition of our VRI Americas business during the second quarter of 2022, management and exchange revenue decreased $3 million or 3%. Aqua-Aston management revenue declined $1 million resulting from higher property level expenses adversely impacting management fees. Interval International management and exchange revenues declined $2 million, primarily attributed to lower membership fees. Interval International average revenue per member decreased 2% compared to the prior year comparable period.
Excluding the impact of the disposition of VRI Americas, management and exchange profit would have decreased by $5 million or 11% in the first half of 2023, primarily attributed to higher information technology costs and higher wages and benefits and lower revenues.
54


Table of Contents
Rental Revenues
2023 Second Quarter
Three Months Ended
($ in millions)June 30, 2023June 30, 2022Change% Change
Rental revenues$11 $11 $— NM
Rental revenues, the average Getaway fee, and rental inventory procurement costs, which are recorded net within Rental revenues, were in line with the prior year.
2023 First Half
Six Months Ended
($ in millions)June 30, 2023June 30, 2022Change% Change
Rental revenues$21 $22 $(1)(4%)
Results reflect a $1 million decrease in Getaway revenues, which resulted from a 4% decrease in transactions driven by lower bookings, partially offset by a 1% increase in the average Getaway fee. Rental inventory procurement costs, which are recorded net within Rental revenues, were in line with the prior year.
Gains and Other Income
2023 Second Quarter
Three Months Ended
($ in millions)June 30, 2023June 30, 2022Change% Change
Gains and other income, net$— $16 $(16)NM
2023 First Half
Six Months Ended
($ in millions)June 30, 2023June 30, 2022Change% Change
Gains and other income, net$— $16 $(16)NM
During the second quarter and first half of 2022, we recorded a $16 million gain related to the sale of our VRI Americas business. See Footnote 3 “Acquisitions and Dispositions” for more information on the disposition of VRI Americas.
55


Table of Contents
Corporate and Other
Corporate and Other consists of results that are not allocable to our segments, including company-wide general and administrative costs, corporate interest expense, transaction and integration costs, and income taxes. In addition, Corporate and Other includes the revenues and expenses from Consolidated Property Owners’ Associations.
Three Months EndedSix Months Ended
($ in millions)June 30, 2023June 30, 2022June 30, 2023June 30, 2022
REVENUES
Resort management and other services$$$17 $37 
Cost reimbursements(7)(6)(15)(26)
TOTAL REVENUES(1)11 
EXPENSES
Resort management and other services11 10 24 50 
Rental(4)(4)(7)(13)
General and administrative64 64 132 125 
Depreciation and amortization
Litigation charges(1)— (1)— 
Cost reimbursements(7)(6)(15)(26)
TOTAL EXPENSES66 67 137 141 
Gains (losses) and other income (expense), net(11)15 (10)
Interest expense, net(36)(30)(70)(57)
Transaction and integration costs(10)(36)(23)(64)
FINANCIAL RESULTS BEFORE INCOME TAXES AND NONCONTROLLING INTERESTS(108)(145)(213)(261)
Provision for income taxes(50)(43)(91)(75)
Net loss attributable to noncontrolling interests— — 
FINANCIAL RESULTS ATTRIBUTABLE TO COMMON SHAREHOLDERS$(158)$(187)$(304)$(335)
56


Table of Contents
Consolidated Property Owners’ Associations
The following table illustrates the impact of certain Consolidated Property Owners’ Associations under the relevant accounting guidance and the changes attributed to the deconsolidation of individual Consolidated Property Owners’ Associations.
Three Months EndedSix Months Ended
($ in millions)June 30, 2023June 30, 2022June 30, 2023June 30, 2022
REVENUES
Resort management and other services$$$17 $36 
Cost reimbursements(7)(6)(15)(26)
TOTAL REVENUES(2)10 
EXPENSES
Resort management and other services11 10 24 50 
Rental(4)(4)(7)(13)
Cost reimbursements(7)(6)(15)(26)
TOTAL EXPENSES— — 11 
Losses and other expense, net— (3)— (3)
Interest expense, net— — 
FINANCIAL RESULTS BEFORE INCOME TAXES AND NONCONTROLLING INTERESTS(5)(4)
Net loss attributable to noncontrolling interests— — 
FINANCIAL RESULTS ATTRIBUTABLE TO COMMON SHAREHOLDERS$$(4)$$(3)
General and Administrative
2023 Second Quarter
Three Months Ended
($ in millions)June 30, 2023June 30, 2022Change% Change
General and administrative$64 $64 $— NM
General and administrative expenses increased $4 million for costs related to the implementation of technology associated with the integration of Legacy-ILG, $6 million of incremental costs primarily related to compliance activities and new product development initiatives, and a $3 million increase in insurance expense, offset by a $13 million decrease in compensation-related costs due to lower variable compensation expense partially offset by an increase in wages.
We expect General and administrative expenses for the remainder of 2023 to increase due the continued impact of increased wages and additional investment in upgrading, maintaining, and implementing technology, including the continued transition to software as a service, which are recorded as a component of General and administrative expense as opposed to Depreciation expense.
2023 First Half
Six Months Ended
($ in millions)June 30, 2023June 30, 2022Change% Change
General and administrative$132 $125 $5%
General and administrative expenses increased $11 million for costs related to the implementation of technology associated with the integration of Legacy-ILG, $10 million of incremental costs primarily related to compliance activities and new product development initiatives, a $4 million increase in insurance expense, and $1 million of business travel related expenses, partially offset by a $19 million decrease in compensation-related costs due to lower variable compensation expense partially offset by an increase in wages.
57


Table of Contents
Gains (Losses) and Other Income (Expense)
2023 Second Quarter
Three Months Ended
($ in millions)June 30, 2023June 30, 2022Change% Change
Gains (losses) and other income (expense), net$$(11)$14 NM
In the second quarter of 2023, we recorded a $1 million increase in our receivable from Marriott International for indemnified income tax matters (the offsetting accrual is included in the Provision for income taxes line) and $2 million of foreign currency translation gains.
In the second quarter of 2022, we recorded $7 million of foreign currency translation losses, $3 million of non-income tax related adjustments to the receivable for the indemnification we expect to receive from Marriott International for indemnified tax matters, and $3 million of non-cash losses pursuant to a change in control of certain Consolidated Property Owners’ Associations, partially offset by $2 million of proceeds from corporate owned life insurance.
2023 First Half
Six Months Ended
($ in millions)June 30, 2023June 30, 2022Change% Change
Gains (losses) and other income (expense), net$15 $(10)$25 NM
In the first half of 2023, we recorded a $21 million increase in our receivable from Marriott International for indemnified income tax matters (the offsetting accrual is included in the Provision for income taxes line) and $4 million of foreign currency translation gains, partially offset by $10 million attributed to the redemption premium and write-off of unamortized debt issuance costs attributed to the early redemption of our senior secured notes.
In the first half of 2022, we recorded $6 million of foreign currency translation losses, $3 million of non-income tax related adjustments to the receivable for the indemnification we expect to receive from Marriott International for indemnified tax matters, and $3 million of non-cash losses pursuant to a change in control of certain Consolidated Property Owners’ Associations, partially offset by $2 million of proceeds from corporate owned life insurance.
Interest Expense
2023 Second Quarter
Three Months Ended
($ in millions)June 30, 2023June 30, 2022Change% Change
Interest expense, net$(36)$(30)$(6)(18%)
The increase in Interest expense, net is attributed to $4 million associated with higher borrowings and higher variable interest rates on both the Warehouse Credit Facility and the Revolving Corporate Credit Facility, $4 million of higher interest expense associated with our convertible notes, $3 million of higher variable interest expense on the Term Loan, and $2 million of interest expense related to leased assets. This was partially offset by $4 million of lower interest expense associated with the early redemption of our senior secured notes, $2 million of lower interest on non-income tax related items and $1 million of interest income.
2023 First Half
Six Months Ended
($ in millions)June 30, 2023June 30, 2022Change% Change
Interest expense, net$(70)$(57)$(13)(22%)
The increase in Interest expense, net is attributed to $10 million associated with higher borrowings and higher variable interest rates on both the Warehouse Credit Facility and the Revolving Corporate Credit Facility, $9 million of higher interest expense associated with our convertible notes, $5 million of higher variable interest expense on the Term Loan, and $3 million of interest expense related to leased assets. This was partially offset by $8 million of lower interest expense associated with the early redemption of our senior secured notes, $4 million of lower interest on non-income tax related items and $2 million of interest income.
58


Table of Contents
Income Tax
2023 Second Quarter
Three Months Ended
($ in millions)June 30, 2023June 30, 2022Change% Change
Provision for income taxes$(50)$(43)$(7)(14%)
Our effective tax rate was 35.4% and 24.3% for the three months ended June 30, 2023 and June 30, 2022, respectively. The increase in the effective tax rate for the three months ended June 30, 2023 compared to the three months ended June 30, 2022 is predominately attributable to a decrease in Income before income taxes and noncontrolling interests, including foreign gains from the sale of a hotel in Puerto Vallarta, Mexico (see Footnote 3 “Acquisitions and Dispositions” for more information on this disposition) in the three months ending June 30, 2022 (725 basis points) and a net increase in discrete items of 385 basis points, including a decrease in favorable foreign return to provision income tax adjustments and a decrease in our share-based compensation benefit, partially offset by a net decrease in the reserve for foreign uncertain tax benefits.
2023 First Half
Six Months Ended
($ in millions)June 30, 2023June 30, 2022Change% Change
Provision for income taxes$(91)$(75)$(16)(21%)
Our interim effective tax rate was 33.9% and 28.1% for the six months ended June 30, 2023 and June 30, 2022, respectively. The increase in the effective tax rate is predominately attributable to a net increase in discrete items (485 basis points), including a net increase in the reserve for foreign uncertain tax benefits which we believe are fully indemnified.
Liquidity and Capital Resources
Typically, our capital needs are supported by cash on hand, cash generated from operations, our ability to access funds under the Warehouse Credit Facility and the Revolving Corporate Credit Facility, our ability to raise capital through securitizations in the ABS market, and, to the extent necessary, our ability to issue new debt and refinance existing debt. We believe these sources of capital will be adequate to meet our short-term and long-term liquidity requirements, finance our long-term growth plans, satisfy debt service requirements, fulfill other cash requirements, and return capital to shareholders. We continuously monitor the capital markets to evaluate the effect that changes in market conditions may have on our ability to fund our liquidity needs.
Our corporate debt, net of cash and equivalents, to Adjusted EBITDA ratio was 3.1 at June 30, 2023, roughly in-line with our targeted leverage range of 2.5x to 3.0x. We have no material maturities of corporate debt until 2025.
At the end of the second quarter of 2023, the interest rate applicable to approximately 90% of our total corporate debt, excluding finance leases and including the impact of interest rate hedges, was effectively fixed. The weighted average interest rate of our total corporate debt, excluding finance leases and including the impact of interest rate hedges, was 3.6% as of June 30, 2023.
Sources of Liquidity
Cash from Operations
Our primary sources of funds from operations are (1) cash sales and down payments on financed sales, (2) cash from our financing operations, including principal and interest payments received on outstanding vacation ownership notes receivable, (3) cash from fee-based membership, exchange and rental transactions, and (4) net cash generated from our rental and resort management and other services operations.
Vacation Ownership Notes Receivable Securitizations
We periodically securitize, without recourse, through bankruptcy remote special purpose entities, the majority of the notes receivable originated in connection with the sale of vacation ownership products to institutional investors in the ABS term securitization market. These vacation ownership notes receivable securitizations provide liquidity for general corporate purposes. In a vacation ownership notes receivable term securitization, several classes of debt securities issued by a special purpose entity are generally collateralized by a single tranche of transferred assets, which consist of vacation
59


Table of Contents
ownership notes receivable. In connection with each vacation ownership notes receivable securitization, we may retain all or a portion of the securities that are issued. Typically, we receive cash at inception of the term securitization transaction for the amount of notes issued less fees and monies held in reserve and we receive cash during the life of the transaction in amounts reflecting the excess spread of interest received on the related vacation ownership notes receivable less the interest payable on the ABS securities, less administrative fees and amounts from related vacation ownership notes receivable that default.
Each of the securitized vacation ownership notes receivable transactions contains various triggers relating to the performance of the underlying vacation ownership notes receivable. If a pool of securitized vacation ownership notes receivable fails to perform within the pool’s parameters (default or delinquency thresholds vary by transaction), transaction provisions effectively redirect the monthly excess spread of interest accruing on the related vacation ownership notes receivable less the interest accruing on the ABS securities and fees we would otherwise receive from that pool (attributable to the interests we retained) to accelerate the principal payments to investors (taking into account the subordination of the different tranches to the extent there are multiple tranches) until the performance trigger is cured. During the second quarter of 2023, and as of June 30, 2023, we had 14 term securitization transactions outstanding, all of which were in compliance with their respective required parameters. Since 2000, we have issued almost $8.5 billion of debt securities in securitization transactions in the term ABS market, excluding amounts securitized through warehouse credit facilities or private bank transactions.
On an ongoing basis, we have the ability to use our Warehouse Credit Facility to securitize, on a revolving non-recourse basis, eligible consumer loans derived from certain vacation ownership sales. Those loans may later be transferred to term securitization transactions in the ABS market, which typically occur twice a year. During the second quarter of 2023, we amended certain agreements associated with our Warehouse Credit Facility, which increased the borrowing capacity of the existing facility from $425 million to $500 million and extended the revolving period from July 28, 2024 to May 31, 2025. At June 30, 2023, we had $189 million of borrowings outstanding on our Warehouse Credit Facility.
As of June 30, 2023, $59 million of gross vacation ownership notes receivable were eligible for securitization.
Revolving Corporate Credit Facility
Our Revolving Corporate Credit Facility, which expires on March 31, 2027, provides for up to $750 million of aggregate borrowings for general corporate needs, including working capital, capital expenditures, letters of credit, and acquisitions. At June 30, 2023, $65 million of borrowings were outstanding on our Revolving Corporate Credit Facility, and $1 million of letters of credit were outstanding.
Redemption of Senior Secured Notes
During the first quarter of 2023, we redeemed, prior to maturity, the remaining $250 million of the 2025 Notes outstanding pursuant to a redemption notice issued in the fourth quarter of 2022 and the terms of the indenture governing the 2025 Notes. In connection with this redemption, we incurred charges of $10 million, including a redemption premium and the write-off of unamortized debt issuance costs, which were recorded in Gains and other income, net on our Income Statement for the six months ended June 30, 2023.
Uses of Cash
We minimize our working capital needs through cash management, strict credit-granting policies, and disciplined collection efforts. Our working capital needs fluctuate throughout the year given the timing of annual maintenance fees on unsold inventory we pay to owners’ associations and certain annual compensation-related outflows. In addition, our cash from operations varies due to the timing of repayment by owners of vacation ownership notes receivable, the closing or recording of sales contracts for vacation ownership products, financing propensity, and cash outlays for inventory acquisitions and development.
Cash and cash equivalents on hand at June 30, 2023 totaled $242 million, a decrease of $282 million from December 31, 2022, primarily reflecting the redemption of senior notes of $250 million, the repurchase of common stock of $162 million, payment of dividends of $80 million, capital expenditures for property and equipment (excluding inventory) of $63 million, $10 million for payment of withholding taxes on vesting of restricted stock units, and $10 million of other uses of cash, partially offset by $119 million associated with net cash and cash equivalents provided by operating activities, new borrowings in excess of repayments of securitized debt of $92 million, other debt borrowings in excess of repayments of $59 million, $14 million of proceeds from dispositions of real property, $8 million of finance lease incentives in excess of payments, and $1 million due to the effect of changes in exchange rates.
60


Table of Contents
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 occur in either the fourth quarter or the first quarter of each year. Generally, cash outflows related to our payment of maintenance fees associated with unsold inventory occurs in the fourth quarter for our points-based products, and in the first quarter for our weeks-based products. In addition, during the first quarter of each year we generally have significant compensation-related cash outflows associated with payment of annual bonuses.
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 Less Than Cost of Sales
Six Months Ended
($ in millions)June 30, 2023June 30, 2022
Inventory spending$(49)$(92)
Purchase of vacation ownership units for future transfer to inventory— (12)
Inventory costs98 118 
Inventory spending less than cost of sales$49 $14 
Although we have significant excess inventory on hand, we intend to continue selectively pursuing growth opportunities by targeting high-quality inventory that allows us to add desirable new destinations to our systems with new on-site sales locations. Where possible, we will structure transactions that limit our up-front capital investment and allow us to purchase finished inventory closer to the time it is needed for sale. These capital efficient vacation ownership transaction structures may consist of the development of new inventory, or the conversion of previously built units, by third parties. In addition, we may develop inventory in key markets where opportunities generate acceptable risk adjusted returns.
Through our existing VOI repurchase program, we proactively acquire previously sold VOIs from owners’ associations and individual owners at lower costs than would be required to develop new inventory. Among other reasons, by repurchasing inventory, we expect to be able to help stabilize the future cost of our vacation ownership products.
Our spending for real estate inventory in the first half of 2023 was lower than cost of sales and was primarily related to our VOI repurchase programs. We expect inventory spending to be less than cost of sales for 2023.
Vacation Ownership Notes Receivable Collections Less Than Originations
Six Months Ended
($ in millions)June 30, 2023June 30, 2022
Vacation ownership notes receivable collections — non-securitized$90 $133 
Vacation ownership notes receivable collections — securitized218 232 
Vacation ownership notes receivable originations(470)(483)
Vacation ownership notes receivable collections less than originations$(162)$(118)
Vacation ownership notes receivable collections were less than originations in each of the first halves of 2023 and 2022 due to the growth of the average vacation ownership notes receivable pool attributed to sales of VOIs.
Repurchase of Common Stock
The following table summarizes share repurchase activity under our current share repurchase program:
($ in millions, except per share amounts)Number of Shares RepurchasedCost Basis of Shares RepurchasedAverage Price
Paid per Share
As of December 31, 202222,773,218 $2,119 $93.06 
For the first half of 20231,143,555 162 141.84 
As of June 30, 202323,916,773 $2,281 $95.40 
See Footnote 13 “Shareholders' Equity” to our Financial Statements for further information related to our current share repurchase program.
61


Table of Contents
Payment of Dividends to Common Shareholders
We distributed cash dividends to holders of common stock during the first half of 2023 as follows:
Declaration DateShareholder Record DateDistribution DateDividend per Share
December 1, 2022December 22, 2022January 5, 2023$0.72
February 16, 2023March 2, 2023March 16, 2023$0.72
May 11, 2023May 25, 2023June 8, 2023$0.72
We currently expect to pay quarterly dividends in the future, but any future dividend payments will be subject to Board of Directors approval, which will depend on our financial condition, results of operations and capital requirements, as well as applicable law, regulatory constraints, industry practice, and other business considerations that our Board of Directors considers relevant. In addition, our Corporate Credit Facility and the indentures governing our senior notes contain restrictions on our ability to pay dividends, and the terms of agreements governing debt that we may incur in the future may also limit or prohibit the payment of dividends. The payment of certain cash dividends may also result in an adjustment to the conversion rate of our convertible notes in a manner adverse to us. Accordingly, there can be no assurance that we will pay dividends in the future at any particular rate or at all.
Material Cash Requirements
The following table summarizes our future material cash requirements from known contractual or other obligations as of June 30, 2023:
  Payments Due by Period
($ in millions)TotalRemainder
of 2023
2024202520262027Thereafter
Contractual Obligations
Debt(1)
$3,266 $52 $117 $881 $635 $698 $883 
Securitized debt(1)(2)
2,510 137 266 263 409 233 1,202 
Purchase obligations(3)
379 74 144 104 51 
Operating lease obligations(4)
117 12 23 20 19 12 31 
Finance lease obligations(4)(5)
530 16 14 12 12 470 
Other long-term obligations(6)
15 
$6,817 $288 $569 $1,284 $1,127 $957 $2,592 
(1)Includes principal as well as interest payments and excludes unamortized debt discount and issuance costs.
(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. Amounts reflected herein represent expected funding under such contracts. Amounts reflected on the consolidated balance sheet as accounts payable and accrued liabilities are excluded from the table above.
(4)Includes interest.
(5)The lease term of the finance lease arrangement for our new global headquarters office building located in Orlando, Florida commenced for accounting purposes during the first quarter of 2023, upon substantial completion of construction. See Footnote 12 “Debt” to our Financial Statements for additional information on this lease.
(6)Primarily relates to future guaranteed purchases of rental inventory of $6 million and our commitment to an owners’ association that we manage to pay for any shortfall between the actual expenses incurred by the owners’ association and the income received by the owners’ association, in lieu of maintenance fees, of $6 million.
In the normal course of our resort management business, we enter into purchase commitments on behalf of owners’ associations to manage the daily operating needs of our resorts. Since we are reimbursed for these commitments from the cash flows of the owners’ associations, these obligations have minimal impact on our net income and cash flow. These purchase commitments are excluded from the table above.
62


Table of Contents
Supplemental Guarantor Information
The 2028 Notes are guaranteed by MVWC, Marriott Ownership Resorts, Inc. (“MORI”), and certain other subsidiaries whose voting securities are wholly owned directly or indirectly by MORI (such subsidiaries collectively, the “Senior Notes Guarantors”). These guarantees are full and unconditional and joint and several. The guarantees of the Senior Notes Guarantors are subject to release in limited circumstances only upon the occurrence of certain customary conditions.
The following tables present consolidating financial information as of June 30, 2023 and December 31, 2022, and for the six months ended June 30, 2023 for MVWC and MORI on a stand-alone basis (collectively, the “Issuers”), the Senior Notes Guarantors, the combined non-guarantor subsidiaries of MVWC, and MVW on a consolidated basis.
Condensed Consolidating Balance Sheet
As of June 30, 2023
IssuersSenior Notes GuarantorsNon-Guarantor SubsidiariesTotal EliminationsMVW Consolidated
($ in millions)MVWCMORI
Cash and cash equivalents$— $32 $91 $119 $— $242 
Restricted cash— 26 68 144 — 238 
Accounts and contracts receivable, net137 85 94 (11)313 
Vacation ownership notes receivable, net— 124 181 1,967 — 2,272 
Inventory— 225 327 108 — 660 
Property and equipment, net— 235 725 261 — 1,221 
Goodwill— — 3,117 — — 3,117 
Intangibles, net— — 851 33 — 884 
Investments in subsidiaries3,508 3,948 — — (7,456)— 
Other115 131 255 138 (104)535 
Total assets$3,631 $4,858 $5,700 $2,864 $(7,571)$9,482 
Accounts payable$24 $30 $82 $73 $— $209 
Advance deposits— 68 89 18 — 175 
Accrued liabilities84 142 104 (11)322 
Deferred revenue— 10 203 219 (15)417 
Payroll and benefits liability— 78 73 23 — 174 
Deferred compensation liability— 117 34 — 154 
Securitized debt, net— — — 2,052 (24)2,028 
Debt, net1,128 1,693 175 — 3,001 
Other— 161 18 — 180 
Deferred taxes— 115 291 (65)344 
MVW shareholders' equity2,476 2,662 4,450 344 (7,456)2,476 
Noncontrolling interests— — — — 
Total liabilities and equity$3,631 $4,858 $5,700 $2,864 $(7,571)$9,482 
63


Table of Contents
As of December 31, 2022
IssuersSenior Notes GuarantorsNon-Guarantor SubsidiariesTotal EliminationsMVW Consolidated
($ in millions)MVWCMORI
Cash and cash equivalents$150 $119 $89 $166 $— $524 
Restricted cash— 25 145 160 — 330 
Accounts and contracts receivable, net10 120 116 73 (27)292 
Vacation ownership notes receivable, net— 132 195 1,871 — 2,198 
Inventory— 204 375 81 — 660 
Property and equipment, net— 202 659 278 — 1,139 
Goodwill— — 3,117 — — 3,117 
Intangibles, net— — 880 31 — 911 
Investments in subsidiaries3,417 4,076 — — (7,493)— 
Other106 129 228 78 (73)468 
Total assets$3,683 $5,007 $5,804 $2,738 $(7,593)$9,639 
Accounts payable$60 $45 $166 $85 $— $356 
Advance deposits— 63 79 16 — 158 
Accrued liabilities75 193 121 (22)369 
Deferred revenue— 169 172 (6)344 
Payroll and benefits liability— 139 86 26 — 251 
Deferred compensation liability— 110 27 — 139 
Securitized debt, net— — — 1,961 (23)1,938 
Debt, net1,125 1,876 76 11 — 3,088 
Other— 148 18 — 167 
Deferred taxes— 89 291 — (49)331 
MVW shareholders' equity2,496 2,600 4,569 324 (7,493)2,496 
Noncontrolling interests— — — — 
Total liabilities and equity$3,683 $5,007 $5,804 $2,738 $(7,593)$9,639 
Condensed Consolidating Statement of Income
Six Months Ended June 30, 2023
IssuersSenior Notes GuarantorsNon-Guarantor SubsidiariesTotal EliminationsMVW Consolidated
($ in millions)MVWCMORI
Revenues$— $487 $1,354 $526 $(20)$2,347 
Expenses(17)(561)(1,156)(365)20 (2,079)
Provision for income taxes(65)(39)— (91)
Equity in net income (loss) of subsidiaries189 260 — — (449)— 
Net income (loss)177 194 133 122 (449)177 
Net income attributable to noncontrolling interests— — — — — — 
Net income (loss) attributable to common shareholders$177 $194 $133 $122 $(449)$177 
64


Table of Contents
Recent Accounting Pronouncements
See Footnote 2 “Significant Accounting Policies and Recent Accounting Standards” to our Financial Statements for a discussion of recently issued accounting pronouncements, including information on new accounting standards and the future adoption of such standards.
Critical Accounting Policies and Estimates
Our preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect reported amounts and related disclosures. We have discussed those policies and estimates that we believe are critical and require the use of complex judgment in their application in our most recent Annual Report on Form 10-K. Since the date of our most recent Annual Report on Form 10-K, there have been no material changes to our critical accounting policies or the methodologies or assumptions we apply under them.
Item 3.    Quantitative and Qualitative Disclosures About Market Risk
Our exposure to market risk has not changed materially from that disclosed in Part I, Item 7A of the 2022 Annual Report, other than as set forth below.
We manage the interest rate risk on our corporate debt through the use of a combination of fixed-rate debt and interest rate swaps (certain of which begin to expire in the 2023 third quarter) that fix a portion of our variable-rate debt. At June 30, 2023, after considering the impact of interest rate swap agreements and excluding finance leases, the interest rate applicable to approximately 90% of our total corporate debt was effectively fixed and the interest rate applicable to the remaining 10% (approximately $299 million) is variable. 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 would result in an increase of approximately $2 million in annual cash interest due to the impact of our hedging arrangements discussed in Footnote 12 “Debt” to our Financial Statements. 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 would result in an annual increase in cash interest of approximately $8 million.
The following table presents the scheduled maturities and the total fair value as of June 30, 2023 for our financial instruments that are impacted by market risks:
($ in millions)Average
Interest
Rate
Maturities by Period
Remainder of 20232024202520262027ThereafterTotal Carrying ValueTotal
Fair
Value
Assets – Maturities represent expected principal receipts; fair values represent assets
Vacation ownership notes receivable — non-securitized12.2%$25 $46 $38 $37 $39 $224 $409 $410 
Vacation ownership notes receivable — securitized13.3%$85 $174 $178 $182 $184 $1,060 $1,863 $1,926 
Contracts receivable for financed VOI sales, net13.2%$$$$$$19 $32 $32 
Liabilities – Maturities represent expected principal payments; fair values represent liabilities
Securitized debt4.0%$(93)$(190)$(195)$(352)$(188)$(1,034)$(2,052)$(1,933)
Term Loan6.9%$— $— $(784)$— $— $— $(784)$(782)
Revolving Corporate Credit Facility6.9%$— $— $— $— $(65)$— $(65)$(65)
Senior notes
2028 Notes4.8%$— $— $— $— $— $(350)$(350)$(316)
2029 Notes4.5%$— $— $— $— $— $(500)$(500)$(432)
2026 Convertible Notes—%$— $— $— $(575)$— $— $(575)$(532)
2027 Convertible Notes3.3%$— $— $— $— $(575)$— $(575)$(548)
Non-interest bearing note payable—%$— $(4)$— $— $— $— $(4)$(4)
65


Table of Contents
Item 4.    Controls and Procedures
Disclosure Controls and Procedures
As of the end of the period covered by this Quarterly Report on Form 10-Q, we evaluated, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), and management necessarily applied its judgment in assessing the costs and benefits of such controls and procedures, which by their nature, can provide only reasonable assurance about management’s control objectives. Our disclosure controls and procedures have been designed to provide reasonable assurance of achieving the desired control objectives. However, the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and we cannot assure you that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. Based upon the foregoing evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of June 30, 2023, our disclosure controls and procedures were effective and operating to provide reasonable assurance that we record, process, summarize and report the information we are required to disclose in the reports that we file or submit under the Exchange Act within the time periods specified in the rules and forms of the SEC, and to provide reasonable assurance that we accumulate and communicate such information to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions about required disclosure.
Changes in Internal Control Over Financial Reporting
We made no changes in our internal control over financial reporting during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Part II. OTHER INFORMATION
Item 1.    Legal Proceedings
Currently, and from time to time, we are subject to claims in legal proceedings arising in the normal course of business, including, among others, the legal actions discussed under “Loss Contingencies” in Footnote 10 “Contingencies and Commitments” to our Financial Statements. While management presently believes that the ultimate outcome of these proceedings, individually and in the aggregate, will not materially harm our financial position, cash flows, or overall trends in results of operations, legal proceedings are inherently uncertain, and unfavorable rulings could, individually or in aggregate, have a material adverse effect on our business, financial condition, or operating results.
Item 1A. Risk Factors
There have been no material changes to the risk factors set forth in Item 1A to Part 1 of our 2022 Annual Report, except to the extent factual information disclosed elsewhere in this Quarterly Report on Form 10-Q relates to such risk factors, which is incorporated herein by reference.
Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
PeriodTotal Number of Shares Purchased
Average
Price Paid per Share(2)
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1)
Maximum Dollar Amount of Shares That May Yet Be Purchased Under the Plans or Programs(1)(2)
April 1, 2023 – April 30, 2023240,500 $134.82 240,500 $158,376,393 
May 1, 2023 – May 31, 2023268,633 $127.21 268,633 $575,193,483 
June 1, 2023 – June 30, 2023112,000 $129.58 112,000 $560,680,772 
Total621,133 $130.58 621,133 $560,680,772 
(1)On September 13, 2021, our Board of Directors authorized a share repurchase program under which we were authorized to purchase shares of our common stock for an aggregate purchase price not to exceed $250 million, prior to December 31, 2022. On February 22, 2022, we announced that our Board of Directors authorized the repurchase of up to an additional $300 million of our common stock, and extended the term of our share repurchase program to
66


Table of Contents
March 31, 2023. On August 1, 2022, we announced that our Board of Directors authorized the repurchase of up to an additional $500 million of our common stock and extended the term of our share repurchase program to June 30, 2023. On May 11, 2023, we announced that our Board of Directors increased the remaining authorization to $600 million of our common stock and extended the term of our share repurchase program to December 31, 2024.
(2)The Inflation Reduction Act of 2022 imposed a nondeductible 1% excise tax on the net value of certain stock repurchases made after December 31, 2022. See Footnote 13 “Shareholders' Equity” to our Financial Statements for further information. All dollar amounts presented exclude such excise tax, as applicable.
Item 5.    Other Information
(c) Trading Plans
During the quarter ended June 30, 2023, no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation S-K).
Item 6.    Exhibits
All documents referenced below are being filed as a part of this Quarterly Report on Form 10-Q, unless otherwise noted.
Exhibit NumberDescriptionFiled
Herewith
Incorporation By Reference From
FormExhibitDate Filed
Agreement and Plan of Merger, dated as of April 30, 2018, by and among Marriott Vacations Worldwide Corporation, ILG, Inc., Ignite Holdco, Inc., Ignite Holdco Subsidiary, Inc., Volt Merger Sub, Inc., and Volt Merger Sub LLC*
8-K2.15/1/2018
Agreement and Plan of Merger by and among Marriott Vacations Worldwide Corporation, Sommelier Acquisition Corp., Champagne Resorts, Inc., Welk Hospitality Group, Inc. and the Shareholder Representative, dated as of January 26, 20218-K2.11/26/2021
Certificate of Amendment of the Restated Certificate of Incorporation of Marriott Vacations Worldwide Corporation8-K3.15/15/2023
Second Restated Certificate of Incorporation of Marriott Vacations Worldwide Corporation8-K3.25/15/2023
Restated Bylaws of Marriott Vacations Worldwide Corporation (effective May 12, 2023)
X
Restated Bylaws of Marriott Vacations Worldwide Corporation (effective May 12, 2023) (redline version of amended sections)
X
Form of certificate representing shares of common stock, par value $0.01 per share, of Marriott Vacations Worldwide Corporation
104.110/14/2011
Indenture, dated as of October 1, 2019, by and among Marriott Ownership Resorts, Inc., Marriott Vacations Worldwide Corporation, as guarantor, the other guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee8-K4.110/1/2019
Supplemental Indenture, dated December 31, 2019, by and among Marriott Ownership Resorts, Inc., MVW Vacations, LLC and the Bank of New York Mellon Trust Company, N.A., as trustee10-K4.123/2/2020
Second Supplemental Indenture, dated February 26, 2020, by and among Marriott Ownership Resorts, Inc., MVW Services Corporation, and the Bank of New York Mellon Trust Company, N.A., as trustee10-K4.133/2/2020
Form of 4.750% Senior Notes due 2028 (included as Exhibit A to Exhibit 4.2 above)8-K4.210/1/2019
Registration Rights Agreement, dated as of October 1, 2019, by and among Marriott Ownership Resorts, Inc., Marriott Vacations Worldwide Corporation, as guarantor, the other guarantors party thereto and J.P. Morgan Securities LLC8-K4.310/1/2019
67


Table of Contents
Exhibit NumberDescriptionFiled
Herewith
Incorporation By Reference From
FormExhibitDate Filed
Indenture, dated as of May 13, 2020, by and among Marriott Ownership Resorts, Inc., Marriott Vacations Worldwide Corporation, as guarantor, the other guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent8-K4.15/15/2020
Form of 6.125% Senior Secured Notes due 2025 (included as Exhibit A to Exhibit 4.7)8-K4.15/15/2020
Indenture, dated as of February 2, 2021, by and among Marriott Vacations Worldwide Corporation, Marriott Ownership Resorts, Inc. and the other guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee8-K4.12/3/2021
Form of 0.00% Convertible Senior Note due 2026 (included as Exhibit A to Exhibit 4.9 above)8-K4.12/3/2021
Indenture, dated as of June 21, 2021, by and among Marriott Ownership Resorts, Inc., Marriott Vacations Worldwide Corporation, as guarantor, the other guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee8-K4.16/22/2021
Form of 4.500% Senior Notes due 2029 (included as Exhibit A to Exhibit 4.11 above)8-K4.26/22/2021
Indenture, dated as of December 8, 2022, by and among Marriott Vacations Worldwide Corporation, as issuer, Marriott Ownership Resorts, Inc. and the other guarantors party thereto from time to time and The New York Bank of Mellon Trust Company, N.A., as trustee8-K4.112/8/2022
Form of 3.25% Convertible Senior Notes due 2027 (included as Exhibit A to Exhibit 4.13 above)8-K4.212/8/2022
Description of Registered Securities10-K4.163/2/2020
Marriott Vacations Worldwide Corporation Change in Control Severance Plan**10-Q10.105/5/2023
Amendment No. 2 to Credit Agreement dated as of April 27, 2023, among Marriott Vacations Worldwide Corporation, Marriott Ownership Resorts, Inc., and JPMorgan Chase Bank, N.A., as administrative agent and collateral agentX
Form of Non-Employee Director Share Award Confirmation*X
Form of Non-Employee Director Stock Appreciation Right Award Agreement*X
Form of Director Stock Unit Agreement*X
List of the Issuer and its Guarantor SubsidiariesX
Certification by Chief Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934X
Certification by Chief Financial Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934X
Certification by Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002Furnished
Certification by Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002Furnished
101
The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, formatted in Inline XBRL: (i) Interim Consolidated Statements of Income, (ii) Interim Consolidated Statements of Comprehensive Income, (iii) Interim Consolidated Balance Sheets, (iv) Interim Consolidated Statements of Cash Flows, (v) Interim Consolidated Statements of Shareholders’ Equity, and (vi) Notes to Interim Consolidated Financial Statements
104
The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, formatted in Inline XBRL and contained in Exhibit 101
*
Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplemental copies to the SEC of any omitted schedule upon request by the SEC.
**Management contract or compensatory plan or arrangement.
68



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
MARRIOTT VACATIONS WORLDWIDE CORPORATION
Date:August 4, 2023/s/ John E. Geller, Jr.
John E. Geller, Jr.
President and Chief Executive Officer
/s/ Anthony E. Terry
Anthony E. Terry
Executive Vice President and Chief Financial Officer
69