As part of this transaction, Marriott paid off the floating rate Timeshare Loan Backed Notes that were issued by Marriott Vacation Club Owner Trust 2009-1 (the "2009-1 Trust") to a commercial paper conduit in March 2009 and reacquired timeshare mortgage loans of approximately $233 million that were released from the 2009-1 Trust. Approximately $218 million of these reacquired loans were included in the current sale.

As consideration for the sale of the Mortgage Loans, the Company received cash proceeds of approximately $168 million and a subordinated residual interest in the 2009-2 Trust, through which it expects to realize the remaining value of the Mortgage Loans over time. These cash proceeds are net of approximately $145 million paid to the commercial paper conduit to unwind the 2009-1 transaction. Under current accounting rules, the Company will recognize approximately $37 million of gain in the fourth quarter of 2009 as a result of these transactions.

The Notes have not been and will not be registered under the Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. A copy of the Company's October 21, 2009 press release announcing the issuance of the Notes is attached as Exhibit 99 to this report.