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FINANCIAL INSTRUMENTS | 3 Months Ended
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Mar. 31, 2025
Investments, All Other Investments [Abstract] |
FINANCIAL INSTRUMENTS |
6. | FINANCIAL INSTRUMENTS
The following table shows the carrying values and the estimated fair values of financial assets and liabilities that qualify as financial instruments, determined in accordance with the authoritative guidance for disclosures regarding the fair value of financial instruments. Considerable judgment is required in interpreting market data to develop estimates of fair value. The use of different market assumptions and/or estimation methodologies could have a material effect on the estimated fair value amounts. The table excludes Cash and cash equivalents, Restricted cash, Accounts and contracts receivable (excluding contracts receivable for financed VOI sales, net), deposits included in Other assets, Accounts payable, Advance deposits, and Accrued liabilities, all of which had fair values approximating their carrying amounts due to the short maturities and liquidity of these instruments. The table also excludes the Delayed-Draw Term Loan (as defined and further discussed in Footnote 11 “Debt”) as there were no outstanding borrowings as of March 31, 2025.
| At March 31, 2025 |  | At December 31, 2024
($ in millions) | Carrying Amount |  | Fair Value |  | Carrying Amount |  | Fair Value
Vacation ownership notes receivable, net | $ | 2,446 |  |  | $ | 2,510 |  |  | $ | 2,440 |  |  | $ | 2,508 |
Contracts receivable for financed VOI sales, net | 50 |  |  | 50 |  |  | 46 |  |  | 46 |
Other assets | 130 |  |  | 130 |  |  | 131 |  |  | 131 |
Total financial assets | $ | 2,626 |  |  | $ | 2,690 |  |  | $ | 2,617 |  |  | $ | 2,685 |
Securitized debt, net | $ | (2,147) |  |  | $ | (2,166) |  |  | $ | (2,136) |  |  | $ | (2,147) |
Term Loan, net | (784) |  |  | (792) |  |  | (786) |  |  | (796) |
Revolving Corporate Credit Facility, net | (185) |  |  | (190) |  |  | (122) |  |  | (125) |
2028 Notes, net | (348) |  |  | (333) |  |  | (348) |  |  | (336) |
2029 Notes, net | (496) |  |  | (460) |  |  | (496) |  |  | (467) |
2026 Convertible Notes, net | (572) |  |  | (551) |  |  | (572) |  |  | (546) |
2027 Convertible Notes, net | (567) |  |  | (533) |  |  | (566) |  |  | (541) |
Total financial liabilities | $ | (5,099) |  |  | $ | (5,025) |  |  | $ | (5,026) |  |  | $ | (4,958) |
Vacation Ownership Notes Receivable
| At March 31, 2025 |  | At December 31, 2024
($ in millions) | Carrying Amount |  | Fair Value |  | Carrying Amount |  | Fair Value
Securitized | $ | 1,959 |  |  | $ | 2,021 |  |  | $ | 1,917 |  |  | $ | 1,981 |
Eligible for securitization | 59 |  |  | 61 |  |  | 94 |  |  | 98 |
Not eligible for securitization | 428 |  |  | 428 |  |  | 429 |  |  | 429 |
Non-securitized | 487 |  |  | 489 |  |  | 523 |  |  | 527 |
Total | $ | 2,446 |  |  | $ | 2,510 |  |  | $ | 2,440 |  |  | $ | 2,508 |
We estimate the fair value of our vacation ownership notes receivable that have been securitized using a discounted cash flow model. We believe this is comparable to the model that an independent third party would use in the current market. Our model uses default rates, prepayment rates, coupon rates, and loan terms for our securitized vacation ownership notes receivable portfolio as key drivers of risk and relative value to determine the fair value of the underlying vacation ownership notes receivable. We concluded that this fair value measurement should be categorized within Level 3. Due to factors that impact the general marketability of our vacation ownership notes receivable that have not been securitized, as well as current market conditions, we bifurcate our non-securitized vacation ownership notes receivable at each balance sheet date into those eligible and not eligible for securitization using criteria applicable to current securitization transactions in the asset-backed securities (“ABS”) market. Generally, vacation ownership notes receivable are considered not eligible for securitization if any of the following attributes are present: (1) payments are greater than 30 days past due; (2) the first payment has not been received; or (3) the collateral is located in Asia or Europe. In some cases, eligibility may also be determined based on the credit score of the borrower, the remaining term of the loans and other similar factors that may reflect investor demand in a securitization transaction or the cost to effectively securitize the vacation ownership notes receivable. 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 our VOI sales, we temporarily record a contract receivable for financed VOI sales, until the time at which we originate a vacation ownership note receivable, which occurs at closing. We believe that the carrying value of the contracts receivable for financed VOI sales approximates fair value because the stated, or otherwise imputed, interest rates of these receivables are generally consistent with current market rates and the reserve for these contracts receivable for financed VOI sales appropriately accounts for risks in default rates. We concluded that this fair value measurement should be categorized within Level 3. Other Assets Other assets include $130 million and $131 million of company owned insurance policies (the “COLI policies”) acquired on the lives of certain participants in the Marriott Vacations Worldwide Deferred Compensation Plan (the “Deferred Compensation Plan”) at March 31, 2025 and December 31, 2024, respectively, that are held in a rabbi trust. The carrying value of the COLI policies is equal to their cash surrender value (Level 2 inputs). Securitized Debt We generate cash flow estimates by modeling all bond tranches for our active vacation ownership notes receivable securitization transactions, with consideration for the collateral specific to each tranche. The key drivers in our analysis include default rates, prepayment rates, bond interest rates, and other structural factors, which we use to estimate the projected cash flows. In order to estimate market credit spreads by rating, we obtain indicative credit spreads from investment banks that actively issue and facilitate the market for vacation ownership securities and determine an average credit spread by rating level of the different tranches. We then apply those estimated market spreads to swap rates in order to estimate an underlying discount rate for calculating the fair value of the active bonds payable. We concluded that this fair value measurement should be categorized within Level 3. Term Loan We estimate the fair value of our Term Loan (as defined in Footnote 11 “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 11 “Debt”) approximates fair value as the contractual interest rate is variable plus an applicable margin. We concluded that this fair value measurement should be categorized within Level 3. Senior Notes We estimate the fair value of our 2028 Notes and 2029 Notes (each as defined in Footnote 11 “Debt”) using quoted market prices as of the last trading day for the quarter; however, these notes have only a limited trading history and volume, and as such, this fair value estimate is not necessarily indicative of the value at which these notes could be retired or transferred. We concluded that this fair value measurement should be categorized within Level 2. Convertible Notes We estimate the fair value of our convertible notes using quoted market prices as of the last trading day for the quarter; however these notes have only a limited trading history and volume, and as such, this fair value estimate is not necessarily indicative of the value at which the convertible notes could be retired or transferred. We concluded that this fair value measurement should be categorized within Level 2.

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- Definition The entire disclosure for financial instruments. This disclosure includes, but is not limited to, fair value measurements of short and long term marketable securities, international currencies forward contracts, and auction rate securities. Financial instruments may include hedging and non-hedging currency exchange instruments, derivatives, securitizations and securities available for sale at fair value. Also included are investment results, realized and unrealized gains and losses as well as impairments and risk management disclosures. + References No definition available. + Details
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