MARRIOTT VACATIONS WORLDWIDE CorpVAC
MARRIOTT VACATIONS WORLDWIDE Corp Debt Disclosure
DEBT
The following table provides detail on our debt balances, net of unamortized debt discount and issuance costs:
| ($ in millions) | At December 31, 2025 | At December 31, 2024 | ||||||||||||
| Corporate Credit Facility | ||||||||||||||
Term Loan(1) | $ | 788 | $ | 796 | ||||||||||
| Unamortized debt discount and issuance costs | (8) | (10) | ||||||||||||
| 780 | 786 | |||||||||||||
Revolving Corporate Credit Facility | — | 125 | ||||||||||||
Unamortized debt issuance costs(2) | — | (3) | ||||||||||||
| — | 122 | |||||||||||||
| Senior Unsecured Notes | ||||||||||||||
| 2028 Notes | 350 | 350 | ||||||||||||
| Unamortized debt discount and issuance costs | (2) | (2) | ||||||||||||
| 348 | 348 | |||||||||||||
| 2029 Notes | 500 | 500 | ||||||||||||
| Unamortized debt discount and issuance costs | (3) | (4) | ||||||||||||
| 497 | 496 | |||||||||||||
| 2033 Notes | 575 | — | ||||||||||||
| Unamortized debt discount and issuance costs | (8) | — | ||||||||||||
| 567 | — | |||||||||||||
| Convertible Notes | ||||||||||||||
| 2026 Convertible Notes | 575 | 575 | ||||||||||||
| Unamortized debt discount and issuance costs | — | (3) | ||||||||||||
| 575 | 572 | |||||||||||||
| 2027 Convertible Notes | 575 | 575 | ||||||||||||
| Unamortized debt discount and issuance costs | (6) | (9) | ||||||||||||
| 569 | 566 | |||||||||||||
Finance Leases | 198 | 199 | ||||||||||||
| $ | 3,534 | $ | 3,089 | |||||||||||
(1)The effective interest rate as of December 31, 2025 was 6.0%.
(2)Excludes $4 million of unamortized debt issuance costs classified as a component of Other Assets on our Balance Sheet as of December 31, 2025, as no cash borrowings were outstanding under the Revolving Corporate Credit Facility at that time.
The following table shows scheduled principal payments for our debt, excluding finance leases, as of December 31, 2025.
| Payments Year | |||||||||||||||||||||||||||||||||||||||||
| ($ in millions) | 2026 | 2027 | 2028 | 2029 | 2030 | Thereafter | Total | ||||||||||||||||||||||||||||||||||
| Term Loan | $ | 8 | $ | 8 | $ | 8 | $ | 8 | $ | 8 | $ | 748 | $ | 788 | |||||||||||||||||||||||||||
| 2028 Notes | — | — | 350 | — | — | — | 350 | ||||||||||||||||||||||||||||||||||
| 2029 Notes | — | — | — | 500 | — | — | 500 | ||||||||||||||||||||||||||||||||||
| 2033 Notes | — | — | — | — | — | 575 | 575 | ||||||||||||||||||||||||||||||||||
| 2026 Convertible Notes | 575 | — | — | — | — | — | 575 | ||||||||||||||||||||||||||||||||||
| 2027 Convertible Notes | — | 575 | — | — | — | — | 575 | ||||||||||||||||||||||||||||||||||
| $ | 583 | $ | 583 | $ | 358 | $ | 508 | $ | 8 | $ | 1,323 | $ | 3,363 | ||||||||||||||||||||||||||||
Corporate Credit Facility
Our corporate credit facility (the “Corporate Credit Facility”) provides support for our business, including ongoing liquidity and letters of credit, and consists of a term loan facility (the “Term Loan”) and a revolving credit facility (the “Revolving Corporate Credit Facility”), which includes a letter of credit sub-facility.
During the first quarter of 2025, we entered into an amendment to the Corporate Credit Facility (the “Amendment”), which, among other things; increased the borrowing capacity of our Revolving Corporate Credit Facility from $750 million to $800 million; extended the termination date from March 31, 2027 to March 24, 2030; and reduced certain fees and interest costs. The Amendment also increased the letter of credit sub-facility of the Revolving Corporate Credit Facility from $75 million to $150 million.
Additionally, the Amendment provided for a new $450 million senior secured delayed-draw term loan facility (the “Delayed-Draw Term Loan”) scheduled to mature on December 31, 2027, which was subsequently terminated in the third quarter of 2025 in connection with the issuance of the 2033 Notes (as defined and discussed below). We did not draw on the Delayed-Draw Term Loan at any time.
Borrowings under the Revolving Corporate Credit Facility generally bear interest at a floating rate (SOFR or Prime) plus an applicable margin that varies from 0.50% to 2.00% depending on the type of loan and our leverage. In addition, we pay a commitment fee on the unused availability under the Revolving Corporate Credit Facility at a rate that varies from 20 to 25 basis points per annum, also depending on our leverage.
Any amounts borrowed under the Corporate Credit Facility, as well as obligations with respect to letters of credit issued pursuant to the Revolving Corporate Credit Facility, are secured by a perfected first priority security interest in substantially all of the assets of the borrower under, and guarantors of, that facility (which include MVWC and certain of our direct and indirect, existing and future, domestic subsidiaries, excluding certain bankruptcy remote special purpose entities).
During the second quarter of 2025, we entered into a $300 million interest rate swap pursuant to which we pay interest at a fixed rate of 3.344% and receive interest at a floating rate (SOFR) through May 2027 to hedge a portion of our interest rate risk on the Term Loan. This interest rate swap has been designated and qualifies as a cash flow hedge of interest rate risk and is recorded in Other Liabilities on our Balance Sheet as of December 31, 2025. We characterize payments we make or receive in connection with this derivative instrument as interest expense and a reclassification of accumulated other comprehensive income or loss for presentation purposes.
The following table reflects the activity in accumulated other comprehensive income or loss related to our derivative instruments during 2025, 2024 and 2023. There were no reclassifications to the Income Statement for any of the periods presented below.
| ($ in millions) | 2025 | 2024 | 2023 | ||||||||||||||
| Derivative Instrument Adjustment, Beginning of Year | $ | — | $ | 3 | $ | 13 | |||||||||||
| Other comprehensive loss before reclassifications | — | (3) | (10) | ||||||||||||||
| Derivative Instrument Adjustment, End of Year | $ | — | $ | — | $ | 3 | |||||||||||
Senior Notes
Our senior notes include:
•$350 million aggregate principal amount of 4.750% Senior Unsecured Notes due 2028 issued in 2019 with a maturity date of January 15, 2028 (the “2028 Notes”).
•$500 million aggregate principal amount of 4.500% Senior Unsecured Notes due 2029 issued in 2021 with a maturity date of June 15, 2029 (the “2029 Notes”).
•$575 million aggregate principal amount of 6.500% Senior Unsecured Notes due 2033 issued in 2025 with a maturity date of October 1, 2033 (the “2033 Notes”).
2028 Notes
We issued the 2028 Notes under an indenture with The Bank of New York Mellon Trust Company, N.A., as trustee. We received net proceeds of $346 million from the offering, after deducting the underwriting discount and estimated expenses. We pay interest on the 2028 Notes on March 15 and September 15 of each year. We may redeem some or all of the 2028 Notes prior to maturity under the terms provided in the indenture.
2029 Notes
We issued the 2029 Notes under an indenture with The Bank of New York Mellon Trust Company, N.A., as trustee. We received net proceeds of $493 million from the offering, after deducting the underwriting fees and transaction expenses. We pay interest on the 2029 Notes on June 15 and December 15 of each year. We may redeem some or all of the 2029 Notes prior to maturity under the terms provided in the indenture.
2033 Notes
We issued the 2033 Notes under an indenture with the Bank of New York Mellon Trust Company, N.A, as trustee. We received net proceeds of $567 million from the offering, after deducting the underwriting fees and transaction expenses, and used these net proceeds to repay our 2026 Convertible Notes (as defined below) subsequent to the end of 2025. We will pay interest on the 2033 Notes on April 1 and October 1 of each year, commencing on April 1, 2026. We may redeem some or all of the 2033 Notes prior to maturity under the terms provided in the indenture.
Convertible Notes
2026 Convertible Notes
During 2021, we issued $575 million aggregate principal amount of convertible senior notes (the “2026 Convertible Notes”) that bear interest at a rate of 0.00%. The 2026 Convertible Notes mature on January 15, 2026, unless earlier repurchased or converted in accordance with their terms prior to that date.
The conversion rate of the 2026 Convertible Notes is subject to adjustment for certain events as described in the indenture governing the notes and was subject to adjustment as of December 31, 2025 to 6.6865 shares of common stock per $1,000 principal amount of 2026 Convertible Notes (equivalent to a conversion price of $149.56 per share of our common stock), as a result of the dividends we declared since issuance of the 2026 Convertible Notes that were greater than the quarterly dividend we paid when the 2026 Convertible Notes were issued. As of December 31, 2025, upon conversion, we will pay or deliver cash for the principal balance of the notes, and settle any conversion premium in, shares of our common stock. As of December 31, 2025, the effective interest rate was 0.55%. Amortization of debt issuance costs related to the 2026 Convertible Notes was $3 million in each of the three years ended December 31, 2025, 2024, and 2023.
The 2026 Convertible Notes matured at par subsequent to the end of 2025, on January 15, 2026, at which time none of the 2026 Convertible Notes were converted and all were settled in cash, and the deferred financing costs were fully amortized.
2026 Convertible Note Hedges and Warrants
In connection with the offering of the 2026 Convertible Notes, we concurrently entered into the following privately-negotiated separate transactions: convertible note hedge transactions with respect to our common stock (the “2026 Convertible Note Hedges”), covering a total of 3.8 million shares of our common stock, and warrant transactions (the “2026 Warrants”), whereby we sold to the counterparties to the 2026 Convertible Note Hedges warrants to acquire 3.8 million shares of our common stock, in each case, as of December 31, 2025. The strike prices of the 2026
Convertible Note Hedges and the 2026 Warrants were subject to adjustment to $149.56 and $186.94, respectively, as of December 31, 2025 and no 2026 Convertible Note Hedges or 2026 Warrants have been exercised.
The 2026 Convertible Note Hedges expired upon the maturity of the 2026 Convertible Notes, subsequent to the end of 2025, and none were exercised. The 2026 Warrants expire in ratable portions over the 70 trading day period commencing on April 15, 2026.
2027 Convertible Notes
During 2022, we issued $575 million aggregate principal amount of convertible senior notes (the “2027 Convertible Notes”) that bear interest at a rate of 3.25%. The 2027 Convertible Notes mature on December 15, 2027, unless earlier repurchased or converted in accordance with their terms prior to that date.
The conversion rate of the 2027 Convertible Notes is subject to adjustment for certain events as described in the indenture governing the notes and was subject to adjustment as of December 31, 2025 to 5.3099 shares of common stock per $1,000 principal amount of 2027 Convertible Notes (equivalent to a conversion price of $188.33 per share of our common stock), as a result of the dividends we declared since issuance of the 2027 Convertible Notes that were greater than the quarterly dividend we paid when the 2027 Convertible Notes were issued. Upon conversion, we will pay or deliver, as the case may be, cash, shares of our common stock, or a combination of cash and shares of our common stock, at our election. As of December 31, 2025, the effective interest rate was 3.88%. Contractual interest expense related to the 2027 Convertible Notes was $19 million and amortization of debt issuance costs was $3 million in each of the three years ended December 31, 2025, 2024, and 2023.
2027 Convertible Note Hedges and Warrants
In connection with the offering of the 2027 Convertible Notes, we concurrently entered into the following privately-negotiated separate transactions: convertible note hedge transactions with respect to our common stock (the “2027 Convertible Note Hedges”), covering a total of 3.1 million shares of our common stock, and warrant transactions (the “2027 Warrants”), whereby we sold to the counterparties to the 2027 Convertible Note Hedges warrants to acquire 3.1 million shares of our common stock, in each case, as of December 31, 2025. The strike prices of the 2027 Convertible Note Hedges and the 2027 Warrants were subject to adjustment to $188.33 and $284.26, respectively, as of December 31, 2025, and no 2027 Convertible Note Hedges or 2027 Warrants have been exercised.
Finance Leases
See Footnote 13 “Leases” for information on our finance leases. Non-cash financing activities related to our lease liabilities during 2025, 2024, and 2023, were $7 million, $16 million, and $108 million, respectively.
Security and Guarantees
Amounts borrowed under the Corporate Credit Facility, as well as obligations with respect to letters of credit issued pursuant to the Corporate Credit Facility, are secured by a perfected first priority security interest in substantially all of the assets of the borrowers under, and guarantors of, that facility (which include MVWC and certain of our direct and indirect, existing and future, domestic subsidiaries, excluding certain bankruptcy remote special purpose entities), subject to certain exceptions. In addition, the Corporate Credit Facility, the 2026 Convertible Notes, the 2027 Convertible Notes, the 2028 Notes, the 2029 Notes, and the 2033 Notes are guaranteed by MVWC and certain of our direct and indirect, existing and future, domestic subsidiaries, excluding certain bankruptcy remote special purpose entities.Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 2, 2026 | Showing above |
| 2024 | Feb 28, 2025 | |
| 2023 | Feb 27, 2024 | |
| 2022 | Feb 27, 2023 | |
| 2021 | Mar 1, 2022 | |
| 2020 | Mar 1, 2021 | |
| 2019 | Mar 2, 2020 | |
| 2018 | Mar 1, 2019 | |
| 2017 | Feb 27, 2018 | |
| 2016 | Feb 25, 2016 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.