Marriott Vacations Worldwide (VAC)

Risks

• The COVID-19 pandemic has had, and may continue to have, serious adverse effects on our business, financial condition, and results of operations for an unknown period of time.
• The economic disruption caused by the COVID-19 pandemic has adversely affected our ability to generate cash to support our continuing operations and debt service, implement our growth plans and make other payments.
• Our business may be adversely affected by factors that disrupt or deter travel.
• Our results of operations can be adversely affected by labor shortages, turnover and labor cost increases.
• Significant inflation, higher interest rates or deflation could adversely affect our business and financial results.
• Our business is extensively regulated, and any failure to comply with applicable laws could materially adversely affect our business.
• Changes in privacy laws could adversely affect our ability to market our products effectively.
• Failure to maintain the integrity of internal or customer data or to protect our systems from cyber-attacks could disrupt our business, damage our reputation, and subject us to costs, fines or lawsuits.
• Our international operations expose us to risks that could lower our profits or disrupt our business.
• Inadequate or failed technologies could lead to interruptions in our operations and materially adversely affect our business, financial position, results of operations or cash flows.
• Spanish court rulings voiding certain timeshare contracts have increased our exposure to litigation that may materially adversely affect our business and financial condition.
• The industries in which our businesses operate are competitive, which may impact our ability to compete successfully.
• Negative public perception regarding our industry could have an adverse effect on our operations.
• Changes in tax regulations or their interpretation could reduce our profits or increase our costs.
• Concentration of some of our resorts, sales centers and exchange destinations in particular geographic areas exposes our business to the effects of severe weather and other regional events in these areas.
• If we are not able to successfully identify, finance, integrate and/or manage costs related to acquisitions, our business operations and financial position could be adversely affected.
• 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.
• The growth of our business and execution of our business strategies depend on the services of our senior management and our associates.
• Increasing scrutiny and evolving expectations from customers, regulators, investors, and other stakeholders with respect to our environmental, social and governance practices may impose additional costs on us or expose us to new or additional risks.
• 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.
• Deterioration 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.
• Marriott International could compete with our vacation ownership business in the future.
• If 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.
• We may not have inventory available for sale when needed or we may have excess inventory.
• The sale of vacation ownership interests in the secondary market by existing owners could cause our sales revenues and profits to decline.
• Purchaser defaults on the vacation ownership notes receivable our business generates could reduce our revenues, cash flows and profits.
• Our points-based product forms expose us to an increased risk of temporary inventory depletion.
• Our development activities expose us to project cost and completion risks.
• Our 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.
• Damage to, or other potential losses involving, properties that we own or manage may not be covered by insurance.
• Our Exchange & Third-Party Management business depends on relationships with developers, members and others, and any adverse changes in these relationships could adversely affect our business, financial condition, and results of operations.
• Insufficient availability of exchange inventory may adversely affect our profits.
• Our indebtedness may restrict our operations.
• If 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.
• We may incur substantially more debt, which could exacerbate further the risks associated with our leverage.
• If 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.
• We are subject to risks relating to our convertible notes.
• We are subject to risks relating to the convertible note hedges and warrants.
• We may be adversely affected by changes in LIBOR reporting practices.
• Our share repurchase program may not enhance long-term shareholder value and could increase the volatility of the market price of our common stock and diminish our cash.
• Our ability to pay dividends on our stock is limited.
• Anti-takeover provisions in our organizational documents, Delaware law and in certain of our agreements could delay or prevent a change in control.
• The ILG Acquisition could result in material liability if it causes the Vistana Spin-Off to be taxable.