VARIABLE INTEREST ENTITIES

6 Months Ended

Jun. 30, 2025

Organization, Consolidation and Presentation of Financial Statements [Abstract]


15.			VARIABLE INTEREST ENTITIES

Variable Interest Entities Related to Our Vacation Ownership Notes Receivable Securitizations

The following table shows consolidated assets, which are collateral for the obligations of the VIEs related to our vacation ownership notes receivable securitizations, and consolidated liabilities included on our Balance Sheet at June 30, 2025:


($ in millions)	Vacation Ownership Notes Receivable Securitizations		Warehouse Credit Facility		Total
Consolidated Assets
Vacation ownership notes receivable, net of reserves	$	1,803	$	160	$	1,963
Interest receivable	15		1		16
Restricted cash	74		7		81
Total	$	1,892	$	168	$	2,060
Consolidated Liabilities
Interest payable	$	3	$	1	$	4
Securitized debt	2,058		158		2,216
Total	$	2,061	$	159	$	2,220

The following table shows the interest income and expense recognized as a result of our involvement with these VIEs during the second quarter of 2025:


($ in millions)	Vacation Ownership Notes Receivable Securitizations		Warehouse Credit Facility		Total
Interest income	$	69	$	4	$	73
Interest expense	$	24	$	2	$	26
Debt issuance cost amortization	$	3	$	—	$	3

The following table shows the interest income and expense recognized as a result of our involvement with these VIEs during the first half of 2025:


($ in millions)	Vacation Ownership Notes Receivable Securitizations		Warehouse Credit Facility		Total
Interest income	$	133	$	14	$	147
Interest expense	$	47	$	6	$	53
Debt issuance cost amortization	$	5	$	1	$	6

The following table shows cash flows between us and the vacation ownership notes receivable securitization VIEs:


	Six Months Ended
($ in millions)	June 30, 2025		June 30, 2024
Cash Inflows
Net proceeds from vacation ownership notes receivable securitizations	$	445	$	426
Principal receipts	293		275
Interest receipts	135		132
Reserve release	105		112
Total	978		945
Cash Outflows
Principal payments	(284)		(277)
Voluntary repurchases of defaulted vacation ownership notes receivable	(83)		(78)
Voluntary clean-up call	(64)		(29)
Interest payments	(47)		(47)
Funding of restricted cash	(103)		(112)
Total	(581)		(543)
Net Cash Flows	$	397	$	402

The following table shows cash flows between us and the Warehouse Credit Facility VIE:


	Six Months Ended
($ in millions)	June 30, 2025		June 30, 2024
Cash Inflows
Proceeds from vacation ownership notes receivable securitizations	$	364	$	203
Principal receipts	25		12
Interest receipts	14		7
Reserve release	11		6
Total	414		228
Cash Outflows
Principal payments	(21)		(7)
Voluntary repurchases of defaulted vacation ownership notes receivable	(1)		(2)
Repayment of Warehouse Credit Facility	(308)		(236)
Interest payments	(6)		(4)
Funding of restricted cash	(12)		(5)
Total	(348)		(254)
Net Cash Flows	$	66	$	(26)

Under the terms of our vacation ownership notes receivable securitizations, we have the right to substitute loans for, or repurchase, defaulted loans at our option, subject to certain limitations. Our maximum exposure to potential loss relating to the special purpose entities that purchase, sell, and own these vacation ownership notes receivable is the overcollateralization amount (the difference between the loan collateral balance and the balance of the outstanding vacation ownership notes receivable), plus cash reserves and any residual interest in future cash flows from collateral.

Other Variable Interest Entities

We have a commitment to purchase a property located in Waikiki, Hawaii. The property is held by a VIE for which we are not the primary beneficiary. We do not control the decisions that most significantly impact the economic performance of the entity as we cannot prevent the variable interest entity from selling the property at a higher price. Accordingly, we have not consolidated the VIE. We expect to acquire the property over time and as of June 30, 2025, we expect to make payments for the property as follows: $82 million in 2025 and $41 million in 2026. As of June 30, 2025, our Balance Sheet reflected $1 million in Accounts and contracts receivable, net, including a note receivable of less than $1 million, $11 million in Property and equipment, net, $1 million in Accrued Liabilities, and $1 million in the Other line within liabilities on our Balance Sheet. We believe that our maximum exposure to loss as a result of our involvement

with this VIE is approximately $14 million as of June 30, 2025. During the first quarter of 2024, we acquired retail space located at our Marriott Vacation Club, Waikiki property for $48 million. The transaction was accounted for as an asset acquisition and is included in Property and equipment, net on our Balance Sheet as of June 30, 2025.

Deferred Compensation Plan

We consolidate the liabilities of the Deferred Compensation Plan and the related assets, which consist of the COLI policies held in a rabbi trust. The rabbi trust is considered a VIE. We are the primary beneficiary of the rabbi trust because we direct the activities of the trust and are the beneficiary of the trust. At June 30, 2025 and December 31, 2024, the value of the assets held in the rabbi trust was $148 million and $131 million, respectively, and was included in the Other line within assets on our Balance Sheets.