What the changes say
- Macro uncertainty, third-party operational dependencies, increasing corporate debt of $3.6 billion, and stock price volatility dominate the risk profile.
What changed since the prior 10-K
New
- NewRisks related to our business and industry
Uncertainty in the current global macroeconomic environment created by rapid governmental policy and regulatory changes could negatively impact our business
Rapid changes in global government policies, trade regulations, and economic uncertainty could reduce consumer travel willingness, disrupt supply chains, and increase maintenance fees.
- NewRisks related to our business and industry
If third-parties do not comply with their contractual obligations to us our financial condition, results of operations, internal controls over financial reporting and stock price could be materially and adversely affected
Outsourcing critical global technology, finance, and human resources functions to third parties has caused service disruptions and could harm internal controls and compliance.
- NewRisks related to our indebtedness
leverage ratio and maintain a minimum interest coverage ratio. These restrictions could restrict our flexibility to react to changes in our businesses, industries and economic conditions and increase borrowing costs
Leverage and interest coverage restrictions reduce cash flow available for strategic initiatives, share repurchases, and working capital.
- NewRisks related to ownership of our common stock
Our stock price may be volatile and your investment in our common stock could lose value
Stock price volatility and consumer discretionary spending shifts expose the company to potential securities class action lawsuits.
Dropped
- DroppedRisks related to global or regional health concerns, outbreaks, and pandemics (each a “Health Crisis”)
The COVID-19 pandemic caused, and a future Health Crisis may cause, significant disruptions in international and U.S. economies and markets and have a material adverse impact on participants in the travel and hospitality industries, including our Company
- DroppedRisks related to our business and industry
loss, disclosure, or fraudulent use of our customer, employee or company data could adversely impact our reputation and result in remedial and other expenses, fines, penalties or litigation, any of which may be exacerbated by a delay or failure to detect a cybersecurity incident or the full extent of such incident
COVID-19 pandemic impacts on travel and hospitality industry disruptions.
- DroppedRisks related to our exchange and third-party management business
our financial condition and results of operations. Our ability to maintain affiliation agreements with resort developers is also impacted by consolidation in the vacation ownership industry
Reworded
- 100% rewrittenRisks related to our business and industry
Future global or regional health concerns, outbreaks, and pandemics (each a “Health Crisis”) may have serious adverse effects on our business, financial condition, cash flows, and results of operations for an unknown period of time
Was: The COVID-19 pandemic had, and a future Health Crisis may have, serious adverse effects on our business, financial condition, cash flows, and results of operations for an unknown period of time
- 66% rewrittenRisks related to our business and industry
Spanish court rulings voiding certain timeshare contracts have increased our exposure to litigation that may materially adversely affect our business and financial condition
Updated to reflect that in November 2025, the Supreme Court of Spain overturned the 2015 Rulings, eliminating the principal legal grounds for timeshare contract cancellation cases.
- 63% rewrittenRisks related to our indebtedness
We are subject to risks relating to our convertible notes
Updated footnote reference for convertible notes from Footnote 16 to Footnote 15 and removed language regarding the 2022 accounting standard adoption.
- 56% rewrittenRisks related to our business and industry
Failure to maintain the integrity of internal or customer data or to protect our information systems from cyber-attacks could disrupt our business, damage our reputation, and subject us to costs, fines or lawsuits
- 52% rewrittenRisks related to our indebtedness
Our indebtedness may restrict our operations
Updated corporate indebtedness figures to approximately $3.6 billion as of December 31, 2025, with an available revolving credit facility borrowing capacity of $787 million.
- 47% rewrittenRisks related to our exchange and third-party management business
Any adverse changes in our relationships with developers, members and others could adversely affect our Exchange & Third-Party Management business, financial condition, and results of operations
- 41% rewrittenRisks related to our business and industry
Significant inflation, higher interest rates or deflation could adversely affect our business and financial results
Added past-tense admissions that inflation and cost increases have adversely affected operating margins and product affordability.
- 39% rewrittenRisks related to our business and industry
Increasing scrutiny and evolving expectations from customers, regulators, investors, and other stakeholders with respect to our environmental, social and governance practices may increase our costs or expose us to new or additional risks
Expanded to note evolving criticism of ESG practices and that various regulations are under consideration across multiple jurisdictions.
- 29% rewrittenRisks related to our business and industry
Our use of different estimates and assumptions in the application of our accounting policies could result in material changes to our reported financial condition and results of operations, and changes in accounting standards or their interpretation could significantly impact our reported results of operations
- 28% rewrittenRisks related to our indebtedness
We may incur substantially more debt, which could exacerbate further the risks associated with our leverage
- 20% rewrittenRisks related to our vacation ownership business
The termination of our license agreements with Marriott International or Hyatt, or our rights to use their trademarks at our existing or future properties, could materially harm our business
All 45 risk factors
Headings as the filing states them, in filing order.
Risks related to our business and industry
- 01Our business may be adversely affected by factors that disrupt or deter travel
- 02Uncertainty in the current global macroeconomic environment created by rapid governmental policy and regulatory changes could negatively impact our businessNew
- 03Significant inflation, higher interest rates or deflation could adversely affect our business and financial results41% rewritten
- 04Our results of operations can be adversely affected by labor shortages, turnover and labor cost increases
- 05Future global or regional health concerns, outbreaks, and pandemics (each a “Health Crisis”) may have serious adverse effects on our business, financial condition, cash flows, and results of operations for an unknown period of time100% rewritten
- 06Our business is extensively regulated, and any failure to comply with applicable laws could materially adversely affect our business
- 07Changes in privacy laws could adversely affect our ability to market our products effectively
- 08Failure to maintain the integrity of internal or customer data or to protect our information systems from cyber-attacks could disrupt our business, damage our reputation, and subject us to costs, fines or lawsuits56% rewritten
- 09Our use of AI technologies may not be successful and may present business, compliance, and reputational risks
- 10Our international operations expose us to risks that could negatively impact our financial results or disrupt our business
- 11Inadequate or failed technologies could lead to interruptions in our operations and materially adversely affect our business, financial position, results of operations or cash flows
- 12If third-parties do not comply with their contractual obligations to us our financial condition, results of operations, internal controls over financial reporting and stock price could be materially and adversely affectedNew
- 13The industries in which our businesses operate are competitive, which may impact our ability to compete successfully
- 14Negative public perception regarding our industry could have an adverse effect on our operations
- 15Spanish court rulings voiding certain timeshare contracts have increased our exposure to litigation that may materially adversely affect our business and financial condition66% rewritten
- 16Changes in tax regulations or their interpretation could negatively impact our cash flows and results of operations
- 17Concentration of some of our resorts, sales centers and exchange destinations in particular geographic areas exposes our business to the effects of natural or man-made disasters or adverse economic conditions in these areas
- 18If we are not able to successfully identify, finance, integrate and manage costs related to acquisitions, our business operations and financial position could be adversely affected
- 19Our use of different estimates and assumptions in the application of our accounting policies could result in material changes to our reported financial condition and results of operations, and changes in accounting standards or their interpretation could significantly impact our reported results of operations29% rewritten
- 20The growth of our business and execution of our business strategies depend on the services of our senior management and our associates
- 21Increasing scrutiny and evolving expectations from customers, regulators, investors, and other stakeholders with respect to our environmental, social and governance practices may increase our costs or expose us to new or additional risks39% rewritten
Risks related to our vacation ownership business
- 22The termination of our license agreements with Marriott International or Hyatt, or our rights to use their trademarks at our existing or future properties, could materially harm our business20% rewritten
- 23Deterioration in the quality or reputation of the brands associated with our portfolio could adversely affect our market share, reputation, business, financial condition and results of operations
- 24Marriott International or Hyatt could compete with our vacation ownership business in the future
- 25If a branded hotel property co-located with one of our resorts ceases to be affiliated with the same brand as our resort or a related brand, our business could be harmed
- 26The sale of VOIs in the secondary market by existing owners could cause our sales revenues, margins, and results of operations to decline
- 27Borrower defaults on the vacation ownership notes receivable our business generates could reduce our results of operations and cash flows
- 28We may not have inventory available for sale when needed or we may have excess inventory
- 29Our points-based product forms expose us to an increased risk of temporary inventory depletion
- 30Our development activities expose us to project cost and completion risks
- 31Our resort management business may be adversely affected by the loss of management contracts, failure of resorts to comply with brand standards, increased maintenance fees and disagreements with owners
- 32Damage to, or other potential losses involving, properties that we own or manage may not be covered by insurance
Risks related to our exchange and third-party management business
- 33Any adverse changes in our relationships with developers, members and others could adversely affect our Exchange & Third-Party Management business, financial condition, and results of operations47% rewritten
- 34Insufficient availability of exchange inventory may adversely affect our results of operations
Risks related to our indebtedness
- 35Our indebtedness may restrict our operations52% rewritten
- 36leverage ratio and maintain a minimum interest coverage ratio. These restrictions could restrict our flexibility to react to changes in our businesses, industries and economic conditions and increase borrowing costsNew
- 37If we are unable to comply with our debt agreements, or to raise additional capital when needed, our business, cash flow, liquidity, and results of operations could be harmed
- 38We may incur substantially more debt, which could exacerbate further the risks associated with our leverage28% rewritten
- 39If the default rates or other credit metrics underlying our vacation ownership notes receivable deteriorate, our vacation ownership notes receivable securitization program and VOI financing program could be adversely affected
- 40We are subject to risks relating to our convertible notes63% rewritten
- 41We are subject to risks relating to our convertible note hedges and warrants
Risks related to ownership of our common stock
- 42Our stock price may be volatile and your investment in our common stock could lose valueNew
- 43Our ability to pay dividends on our stock is limited
- 44Our share repurchase program may not enhance long-term stockholder value and could increase the volatility of the market price of our common stock and diminish our cash
- 45Anti-takeover provisions in our organizational documents, Delaware law and in certain of our agreements could delay or prevent a change in control
Other Marriott Vacations Worldwide 10-Ks
- FY2024 10-K risk factors44 risks
Marriott Vacations Worldwide faces significant concentration and economic risks, notably around debt leverage, brand dependency on Marriott International and Hyatt, and vacation ownership notes receivable.
Filed Feb 28, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.