What changed in this filing

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Item 9A. Controls and Procedures

2021-03-01 compared with 2020-03-02 · 142 added, 102 removed, 107 unchanged (70% of the section changed)

9 unchanged sentences

Changes in Internal Control Over Financial Reporting

We made no changes in our internal control over financial reporting during the fourth quarter of 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, other than changes in control over financial reporting to integrate the business we acquired in the ILG Acquisition, which included the acquisition of our Exchange & Third-Party Management segment.

In the fourth quarter of 2019, we migrated a portion of the Exchange & Third-Party Management segment to our existing general ledger system;

the remainder of the Exchange & Third-Party Management segment was migrated subsequent to the end of the fourth quarter of 2019.

We made no changes in our internal control over financial reporting during the fourth quarter of 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, other than changes in control over financial reporting to integrate the business we acquired in the ILG Acquisition;

such changes included the replacement of our U.S.

payroll service provider with new functionality provided by our enterprise-wide human resources information system.

Other Information

As described below, we incorporate certain information appearing in the Proxy Statement we will furnish to our shareholders in connection with our 2020 Annual Meeting of Shareholders (the “Proxy Statement”) by reference in this Annual Report.

As described below, we incorporate by reference in this Annual Report certain information appearing in the Proxy Statement that we will furnish to our shareholders for our 2021 Annual Meeting of Shareholders (the “Proxy Statement”).

Directors, Executive Officers and Corporate Governance

3 unchanged sentences

Code of Conduct

Our Board of Directors has adopted a code of conduct, our Business Conduct Guide, that applies to all of our directors, officers and associates, including our Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer.

Our Business Conduct Guide is available in the Investor Relations section of our website (www.marriottvacationsworldwide.com) and is accessible by clicking on “Corporate Governance.” Any amendments to our Business Conduct Guide and any grant of a waiver from a provision of our Business Conduct Guide requiring disclosure under applicable SEC rules may be disclosed at the same location as the Business Conduct Guide in the Investor Relations section of our website located at www.marriottvacationsworldwide.com or on a Current Report on Form 8-K.

Our Board of Directors has adopted a code of conduct, our Business Conduct Guide, that applies to all of our directors, officers, and associates, including our Chief Executive Officer, Principal Financial Officer, and Chief Accounting Officer.

Our Business Conduct Guide is available in the Investor Relations section of our website (marriottvacationsworldwide.com) and is accessible by clicking on “Corporate Governance.” Any amendments to our Business Conduct Guide and any grant of a waiver from a provision of our Business Conduct Guide requiring disclosure under applicable SEC rules may be disclosed at the same location as the Business Conduct Guide in the Investor Relations section of our website located at

marriottvacationsworldwide.com within four business days following the date of the amendment or waiver or on a Current Report on Form 8-K.

Executive Compensation

16 unchanged sentences

All documents referenced below are being filed as a part of this Annual Report, unless otherwise noted.

Exhibit Number

Incorporation By Reference From

Exhibit Number Description Filed

Herewith Incorporation By Reference From

Form Exhibit Date Filed

Separation and Distribution Agreement, entered into on November 17, 2011, among Marriott International, Inc., Marriott Vacations Worldwide Corporation, Marriott Ownership Resorts, Inc., Marriott Resorts Hospitality Corporation, MVCI Asia Pacific Pte.

and MVCO Series LLC

and MVCO Series LLC 8-K 2.1 11/22/2011

Agreement and Plan of Merger, dated as of April 30, 2018, by and among Marriott Vacations Worldwide Corporation, ILG, Inc., Ignite Holdco, Inc., Ignite Holdco Subsidiary, Inc., Volt Merger Sub LLC (1)

Restated Certificate of Incorporation of Marriott Vacations Worldwide Corporation

Restated Bylaws of Marriott Vacations Worldwide Corporation

8-K 2.1 5/1/2018

Agreement and Plan of Merger by and among Marriott Vacations Worldwide Corporation, Sommelier Acquisition Corp., Champagne Resorts, Inc., Welk Hospitality Group, Inc.

and the Shareholder Representative, dated as of January 26, 2021 8-K 2.1 1/26/2021

Restated Certificate of Incorporation of Marriott Vacations Worldwide Corporation 8-K 3.1 11/22/2011

Restated Bylaws of Marriott Vacations Worldwide Corporation 8-K 3.2 11/22/2011

Form of certificate representing shares of common stock, par value $0.01 per share, of Marriott Vacations Worldwide Corporation 10 4.1 10/14/2011

Indenture between Marriott Vacations Worldwide Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee, dated September 25, 2017

Form of 1.50% Convertible Senior Note due 2022 (included as Exhibit A to Exhibit 4.2 above)

Exhibit Number Description Filed

Herewith Incorporation By Reference From

Form Exhibit Date Filed

Indenture between Marriott Vacations Worldwide Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee, dated September 25, 2017 10-Q 4.1 11/2/2017

Form of 1.50% Convertible Senior Note due 2022 (included as Exhibit A to Exhibit 4.2 above) 10-Q 4.1 11/2/2017

Indenture, dated as of August 23, 2018, by and among Marriott Ownership Resorts, Inc., Marriott Vacations Worldwide Corporation, as guarantor, the other guarantors party thereto and the Bank of New York Mellon Trust Company, N.A., as trustee

8-K 4.1 8/23/2018

First Supplemental Indenture, dated September 1, 2018, by and among Marriott Ownership Resorts, Inc., ILG, LLC, the guarantors party thereto and the Bank of New York Mellon Trust Company, N.A., as trustee

Second Supplemental Indenture, dated December 31, 2019, by and among Marriott Ownership Resorts, Inc., ILG, LLC, MVW Vacations, LLC and the Bank of New York Mellon Trust Company, N.A., as trustee

Third Supplemental Indenture, dated February 26, 2020, by and among Marriott Ownership Resorts, Inc., ILG, LLC, MVW Services Corporation, and the Bank of New York Mellon Trust Company, N.A., as trustee

Form of 6.500% Senior Note due 2026 (included as Exhibit A to Exhibit 4.4 above)

Exhibit Number

Incorporation By Reference From

Registration Rights Agreement, dated as of August 23, 2018, by and among Marriott Ownership Resorts, Inc., Marriott Vacations Worldwide Corporation, as guarantor, the other guarantors party thereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated

Joinder Agreement to Registration Rights Agreement, dated as of September 1, 2018, by and among ILG, LLC, the guarantors party thereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated as the representative of the initial purchasers

Indenture, dated as of October 1, 2019, by and among Marriott Ownership Resorts, Inc., Marriott Vacations Worldwide Corporation, as guarantor, the other guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee

Supplemental Indenture, dated December 31, 2019, by and among Marriott Ownership Resorts, Inc., MVW Vacations, LLC and the Bank of New York Mellon Trust Company, N.A., as trustee

Second Supplemental Indenture, dated February 26, 2020, by and among Marriott Ownership Resorts, Inc., MVW Services Corporation, and the Bank of New York Mellon Trust Company, N.A., as trustee

Form of 4.750% Senior Notes due 2028 (included as Exhibit A to Exhibit 4.11 above)

8-K 4.7 9/5/2018

Second Supplemental Indenture, dated December 31, 2019, by and among Marriott Ownership Resorts, Inc., ILG, LLC, MVW Vacations, LLC and the Bank of New York Mellon Trust Company, N.A., as trustee 10-K 4.6 3/2/2020

Form of 6.500% Senior Note due 2026 (included as Exhibit A to Exhibit 4.4 above) 8-K 4.1 8/23/2018

Supplemental Indenture, dated December 31, 2019, by and among Marriott Ownership Resorts, Inc., MVW Vacations, LLC and the Bank of New York Mellon Trust Company, N.A., as trustee 10-K 4.12 3/2/2020

Second Supplemental Indenture, dated February 26, 2020, by and among Marriott Ownership Resorts, Inc., MVW Services Corporation, and the Bank of New York Mellon Trust Company, N.A., as trustee 10-K 4.13 3/2/2020

Form of 4.750% Senior Notes due 2028 (included as Exhibit A to Exhibit 4.11 above) 8-K 4.2 10/1/2019

Registration Rights Agreement, dated as of October 1, 2019, by and among Marriott Ownership Resorts, Inc., Marriott Vacations Worldwide Corporation, as guarantor, the other guarantors party thereto and J.P.

Morgan Securities LLC

Description of Registered Securities

License, Services, and Development Agreement, entered into on November 17, 2011, among Marriott International, Inc., Marriott Worldwide Corporation, Marriott Vacations Worldwide Corporation and the other signatories thereto

Morgan Securities LLC 8-K 4.3 10/1/2019

Indenture, dated as of May 13, 2020, by and among Marriott Ownership Resorts, Inc., Marriott Vacations Worldwide Corporation, as guarantor, the other guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent 8-K 4.1 5/15/2020

Form of 6.125% Senior Secured Notes due 2025 (included as Exhibit A to Exhibit 4.16 above) 8-K 4.1 5/15/2020

Indenture, dated as of February 2, 2021, by and among Marriott Vacations Worldwide Corporation, Marriott Ownership Resorts, Inc.

and the other guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee 8-K 4.1 2/3/2021

Exhibit Number Description Filed

Herewith Incorporation By Reference From

Form Exhibit Date Filed

Form of 0.00% Convertible Senior Note due 2026 (included as Exhibit A to Exhibit 4.18 above) 8-K 4.1 2/3/2021

Description of Registered Securities 10-K 4.16 3/2/2020

Letter Agreement, dated as of February 21, 2013, between Marriott International, Inc.

and Marriott Vacations Worldwide Corporation, supplementing the License, Services, and Development Agreement

and Marriott Vacations Worldwide Corporation, supplementing the License, Services, and Development Agreement 10-Q 10.1 4/25/2013

Letter Agreement, dated May 9, 2016, among Marriott Vacations Worldwide Corporation, Marriott Worldwide Corporation and Marriott International, Inc.

relating to the License, Services, and Development Agreement

First Amendment to License, Services, and Development Agreement, dated as of February 26, 2018, among Marriott International, Inc., Marriott Worldwide Corporation, Marriott Vacations Worldwide Corporation and the other signatories thereto

Amended and Restated Side Letter Agreement, dated as of February 26, 2018 by among Marriott International, Inc., Marriott Worldwide Corporation, Marriott Rewards, LLC, Marriott Vacations Worldwide Corporation and Marriott Ownership Resorts, Inc.†

License, Services, and Development Agreement, entered into on November 17, 2011, among The Ritz-Carlton Hotel Company, L.L.C., Marriott Vacations Worldwide Corporation and the other signatories thereto

First Amendment to License, Services, and Development Agreement, dated as of February 26, 2018, among The Ritz-Carlton Hotel Company, L.L.C., Marriott Vacations Worldwide Corporation and the other signatures thereto

10-Q 10.3 7/21/2016

Employee Benefits and Other Employment Matters Allocation Agreement, entered into on November 17, 2011, between Marriott International, Inc.

and Marriott Vacations Worldwide Corporation

Exhibit Number

Incorporation By Reference From

and Marriott Vacations Worldwide Corporation 8-K 10.3 11/22/2011

Tax Sharing and Indemnification Agreement, entered into on November 17, 2011, between Marriott International, Inc.

and Marriott Vacations Worldwide Corporation

and Marriott Vacations Worldwide Corporation 8-K 10.4 11/22/2011

Amendment, dated August 2, 2012, between Marriott International, Inc.

and Marriott Vacations Worldwide Corporation, to the Tax Sharing and Indemnification Agreement

and Marriott Vacations Worldwide Corporation, to the Tax Sharing and Indemnification Agreement 10-Q 10.1 10/18/2012

Marriott Rewards Affiliation Agreement, entered into on November 17, 2011, among Marriott International, Inc., Marriott Rewards, LLC, Marriott Vacations Worldwide Corporation, Marriott Ownership Resorts, Inc.

and the other signatories thereto

and the other signatories thereto 8-K 10.5 11/22/2011

First Amendment to Marriott Rewards Affiliation Agreement, dated as of February 26, 2018, among Marriott International, Inc., Marriott Rewards, LLC, Marriott Vacations Worldwide Corporation and Marriott Ownership Resorts, Inc.

10-K 10.12 2/27/2018

Termination of Noncompetition Agreement, dated as of February 26, 2018, between Marriott International, Inc.

and Marriott Vacations Worldwide Corporation

Marriott Vacations Worldwide Corporation Amended and Restated Stock and Cash Incentive Plan*

Form of Restricted Stock Unit Agreement – Marriott Vacations Worldwide Corporation Stock and Cash Incentive Plan*

Form of Stock Appreciation Right Agreement – Marriott Vacations Worldwide Corporation Stock and Cash Incentive Plan*

Form of Performance Unit Award Agreement – Marriott Vacations Worldwide Corporation Stock and Cash Incentive Plan*

Form of Non-Employee Director Share Award Confirmation*

Form of Non-Employee Director Stock Appreciation Right Award Agreement*

Form of Director Stock Unit Agreement*

Marriott Vacations Worldwide Corporation Change in Control Severance Plan*

Form of Participation Agreement for Change in Control Severance Plan – Marriott Vacations Worldwide Corporation Change in Control Severance Plan*

Marriott Vacations Worldwide Corporation Deferred Compensation Plan*

Marriott Vacations Worldwide Corporation Executive Long-Term Disability Plan*

Marriott Vacations Worldwide Corporation Employee Stock Purchase Plan*

Third Amended and Restated Indenture and Servicing Agreement, entered into September 15, 2014 and dated as of September 1, 2014, among Marriott Vacations Worldwide Owner Trust 2011-1, Marriott Ownership Resorts, Inc., and Wells Fargo Bank, National Association

Indenture Supplement, dated June 24, 2015, among Marriott Vacations Worldwide Owner Trust 2011-1, Marriott Ownership Resorts, Inc., and Wells Fargo Bank, National Association, Deutsche Bank AG, New York Branch, and the Conduits, Alternate Purchasers, Funding Agents and Non-Conduit Committed Purchasers signatory thereto

and Marriott Vacations Worldwide Corporation 10-K 10.14 2/27/2018

Marriott Vacations Worldwide Corporation Amended and Restated Stock and Cash Incentive Plan* 10-K 10.14 2/23/2017

Form of Restricted Stock Unit Agreement – Marriott Vacations Worldwide Corporation Stock and Cash Incentive Plan* 8-K 10.1 12/9/2011

Form of Stock Appreciation Right Agreement – Marriott Vacations Worldwide Corporation Stock and Cash Incentive Plan* 8-K 10.2 12/9/2011

Exhibit Number Description Filed

Herewith Incorporation By Reference From

Form Exhibit Date Filed

Form of Performance Unit Award Agreement – Marriott Vacations Worldwide Corporation Stock and Cash Incentive Plan* 8-K 10.1 3/16/2012

Form of Non-Employee Director Share Award Confirmation* 10-K 10.17 2/25/2016

Form of Non-Employee Director Stock Appreciation Right Award Agreement* 10-K 10.16 3/21/2012

Form of Director Stock Unit Agreement* 10-Q 10.1 4/30/2015

Marriott Vacations Worldwide Corporation Change in Control Severance Plan* 8-K 10.2 3/16/2012

Form of Participation Agreement for Change in Control Severance Plan – Marriott Vacations Worldwide Corporation Change in Control Severance Plan* 8-K 10.3 3/16/2012

Marriott Vacations Worldwide Corporation Deferred Compensation Plan* 8-K 10.3 6/13/2013

Marriott Vacations Worldwide Corporation Executive Long-Term Disability Plan* 10-K 10.21 2/26/2015

Marriott Vacations Worldwide Corporation Employee Stock Purchase Plan* 8-K 10.1 6/11/2015

Second Amended and Restated Sale Agreement, entered into September 15, 2014 and dated as of September 1, 2014, between MORI SPC Series Corp.

and Marriott Vacations Worldwide Owner Trust 2011-1

Exhibit Number

Incorporation By Reference From

and Marriott Vacations Worldwide Owner Trust 2011-1 8-K 10.1 9/16/2014

Omnibus Amendment No.

3, dated November 23, 2015, relating to, among other agreements, the Third Amended and Restated Indenture and the Second Amended and Restated Sale Agreement, by and among Marriott Vacations Worldwide Owner Trust 2011-1, Marriott Ownership Resorts, Inc., Wells Fargo Bank, National Association, MORI SPC Series Corp., Marriott Vacations Worldwide Corporation, the Purchasers signatory thereto, Deutsche Bank AG, New York Branch, Wilmington Trust, National Association, and MVCO Series LLC

Omnibus Amendment No.

4, dated May 20, 2016, relating to, among other agreements, the Third Amended and Restated Indenture and the Second Amended and Restated Sale Agreement, by and among Marriott Vacations Worldwide Owner Trust 2011-1, Marriott Ownership Resorts, Inc., Wells Fargo Bank, National Association, MORI SPC Series Corp., Marriott Vacations Worldwide Corporation, the Purchasers signatory thereto, Deutsche Bank AG, New York Branch, Wilmington Trust, National Association, and MVCO Series LLC

Indenture Supplement, dated June 16, 2016, by and among Marriott Vacations Worldwide Owner Trust 2011-1, as issuer, Marriott Ownership Resorts, Inc., Wells Fargo Bank, National Association, Deutsche Bank AG, New York Branch, and the Conduits, Alternate Purchasers, Funding Agents and Non-Conduit Committed Purchasers signatory thereto

Exhibit Number Description Filed

Herewith Incorporation By Reference From

Form Exhibit Date Filed

Omnibus Amendment No.

5, dated March 8, 2017, relating to, among other agreements, the Third Amended and Restated Indenture, by and among Marriott Vacations Worldwide Owner Trust 2011-1, Marriott Ownership Resorts, Inc., Wells Fargo Bank, National Association, MORI SPC Series Corp., Marriott Vacations Worldwide Corporation, the Purchasers signatory thereto, Deutsche Bank AG, New York Branch, Wilmington Trust, National Association, and MVCO Series LLC

Omnibus Amendment No.

6, dated August 17, 2017, relating to, among other agreements, the Third Amended and Restated Indenture and the Second Amended and Restated Sale Agreement, by and among Marriott Vacations Worldwide Owner Trust 2011-1, Marriott Ownership Resorts, Inc., Wells Fargo Bank, National Association, MORI SPC Series Corp., Marriott Vacations Worldwide Corporation, the Purchasers signatory thereto, Deutsche Bank AG, New York Branch, Wilmington Trust, National Association, and MVCO Series LLC

Form of Call Option Transaction Confirmation

Form of Warrant Confirmation

Form of Amendment Agreement to Warrant Confirmation

Credit Agreement, dated as of August 31, 2018, among Marriott Vacations Worldwide Corporation, Marriott Ownership Resorts, Inc., the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent

Form of Call Option Transaction Confirmation 10-Q 10.1 11/2/2017

Form of Warrant Confirmation 10-Q 10.2 11/2/2017

Form of Amendment Agreement to Warrant Confirmation 10-K 10.54 3/1/2019

Amendment No.

1 to Credit Agreement, dated as of December 3, 2019, among Marriott Vacations Worldwide Corporation, Marriott Ownership Resorts, Inc., Interval Acquisition Corp., the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent

Waiver to Credit Agreement, dated as of May 14, 2020, by and among Marriott Vacations Worldwide Corporation, Marriott Ownership Resorts, Inc., the Revolving Credit Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent 8-K 4.3 5/15/2020

Amended and Restated Waiver to Credit Agreement, dated as of February 16, 2021, by and among Marriott Vacations Worldwide Corporation, Marriott Ownership Resorts, Inc., the Revolving Credit Lenders party thereto and JP Morgan Chase Bank, N.A.

as administrative agent X

Joinder Agreement, dated as of September 1, 2018, among Interval Acquisition Corp.

and JPMorgan Chase Bank, N.A.

Exhibit Number

Incorporation By Reference From

8-K 4.10 9/5/2018

Omnibus Amendment No.

8, dated August 31, 2018, relating to, among other agreements, the Third Amended and Restated Indenture, by and among Marriott Vacations Worldwide Owner Trust 2011-1, Marriott Ownership Resorts, Inc., Wells Fargo Bank, National Association, MORI SPC Series Corp., Marriott Vacations Worldwide Corporation, the Purchasers signatory thereto, Deutsche Bank AG, New York Branch, Wilmington Trust, National Association, and MVCO Series LLC.

Deferred Compensation Plan for Non-Employee Directors*

10-Q 10.3 11/7/2018

Deferred Compensation Plan for Non-Employee Directors* S-1 (2)

10.12 8/1/2018

Interval Leisure Group, Inc.

2013 Stock and Incentive Compensation Plan, as amended*

2013 Stock and Incentive Compensation Plan, as amended* S-8 (2)

10.1 8/5/2016

Form of Terms and Conditions for Annual RSU Awards under the Interval Leisure Group, Inc.

2013 Stock and Incentive Compensation Plan*

2013 Stock and Incentive Compensation Plan* 10-Q (2)

10.1 5/8/2014

Form of Terms and Conditions for Adjusted EBITDA Performance RSU Awards under the Interval Leisure Group, Inc.

2013 Stock and Incentive Compensation Plan*

2013 Stock and Incentive Compensation Plan* 10-Q (2)

10.2 5/8/2014

Exhibit Number Description Filed

Herewith Incorporation By Reference From

Form Exhibit Date Filed

Form of Terms and Conditions for TSR-Based Performance RSU Awards under the Interval Leisure Group, Inc.

2013 Stock and Incentive Compensation Plan*

2013 Stock and Incentive Compensation Plan* 10-Q (2)

10.3 5/8/2014

Employee Matters Agreement, dated as of October 27, 2015 among Interval Leisure Group, Inc., Starwood Hotels & Resorts Worldwide, Inc.

and Vistana Signature Experiences, Inc., as amended

and Vistana Signature Experiences, Inc., as amended 8-K (2)

10.6 5/12/2016

License, Services and Development Agreement, dated as of May 11, 2016, among Interval Leisure Group, Inc., Starwood Hotels & Resorts Worldwide, Inc.

and Vistana Signature Experiences, Inc.

10.1 5/12/2016

Tax Matters Agreement, dated as of May 11, 2016, among Interval Leisure Group, Inc., Starwood Hotels & Resorts Worldwide, Inc.

and Vistana Signature Experiences, Inc.

10.3 5/12/2016

Starwood Preferred Guest Affiliation Agreement, dated as of May 11, 2016, among Starwood Hotels & Resorts Worldwide, Inc., Preferred Guest, Inc.

and Vistana Signature Experiences, Inc.

10.5 5/12/2016

Termination of Noncompetition Agreement, effective September 1, 2018, between Starwood Hotels & Resorts Worldwide, LLC (formerly Starwood Hotels & Resorts Worldwide, Inc.) and Vistana Signatures Experiences, Inc.

Letter of Agreement, effective September 1, 2018, among Marriott Vacations Worldwide Corporation, Marriott Ownership Resorts, Inc., Vistana Signatures Experiences, Inc., ILG, LLC, Marriott International, Inc., Marriott Worldwide Corporation, Marriott Rewards, LLC and Starwood Hotels & Resorts Worldwide, LLC

8-K 10.2 9/20/2018

Amendment No.

2 to the Interval Leisure Group, Inc.

2013 Stock and Incentive Compensation Plan, dated February 25, 2018*

2013 Stock and Incentive Compensation Plan, dated February 25, 2018* 10-Q (2)

10.2 5/4/2018

Amended and Restated Employment Agreement between ILG, Inc.

and Jeanette E.

Marbert, dated as of March 24, 2017*

Marbert, dated as of March 24, 2017* 10-Q (2)

10.2 5/5/2017

Amendment dated March 28, 2018 to Amended and Restated Employment Agreement between ILG, Inc.

and Jeanette E.

Subsidiaries of Marriott Vacations Worldwide Corporation

Consent of Ernst & Young LLP

Powers of Attorney (included on the signature pages hereto)

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934

Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934

Exhibit Number

Incorporation By Reference From

Certification of Chief Executive Officer pursuant to Rule 13a-14(b) and Section 906 of the Sarbanes-Oxley Act of 2002

Certification of Chief Financial Officer pursuant to Rule 13a-14(b) and Section 906 of the Sarbanes-Oxley Act of 2002

Marbert* 10-Q (2)

10.1 5/4/2018

Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan* DEF 14A Appendix A 3/30/2020

Form of Call Option Transaction Confirmation 8-K 10.1 2/3/2021

Form of Warrant Confirmation 8-K 10.2 2/3/2021

Subsidiaries of Marriott Vacations Worldwide Corporation X

List of the Issuer and its Guarantor Subsidiaries 10-Q 22.1 11/5/2020

Consent of Ernst & Young LLP X

24.1 Powers of Attorney (included on the signature pages hereto) X

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 X

Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 X

Certification of Chief Executive Officer pursuant to Rule 13a-14(b) and Section 906 of the Sarbanes-Oxley Act of 2002 Furnished

Certification of Chief Financial Officer pursuant to Rule 13a-14(b) and Section 906 of the Sarbanes-Oxley Act of 2002 Furnished

101 The following financial statements from the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, formatted in Inline XBRL:

(i) Consolidated Statements of Income, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statements of Shareholders’ Equity, and (vi) Notes to Consolidated Financial Statements

The cover page from the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, formatted in Inline XBRL and contained in Exhibit 101

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Management contract or compensatory plan or arrangement.

5 unchanged sentences

Form 10-K Summary

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, we have duly caused this Form 10-K to be signed on our behalf by the undersigned, thereunto duly authorized, on this 2nd day of March , 2020 .

MARRIOTT VACATIONS WORLDWIDE CORPORATION

/s/ Stephen P.

President and Chief Executive Officer

Chief Executive Officer

POWER OF ATTORNEY

2 unchanged sentences

and James H Hunter, IV, and each one of them, his or her attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Annual Report and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed by the following persons on our behalf in the capacities indicated and on the date indicated above.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed by the following persons on our behalf in the capacities and on the date indicated above.

Principal Executive Officer:

/s/ Stephen P.

President, Chief Executive Officer and Director

Weisz Chief Executive Officer and Director

Principal Financial Officer:

Executive Vice President and Chief Financial and Administrative Officer

President and Chief Financial Officer

Principal Accounting Officer:

/s/ Laurie A.

Senior Vice President, Corporate Controller and Chief Accounting Officer

Sullivan Senior Vice President, Corporate Controller and Chief Accounting Officer

/s/ William J.

/s/ Melquiades R.

Shaw, Chairman

Melquiades R.

Shaw /s/ Melquiades R.

Shaw, Chairman Melquiades R.

Martinez, Director

/s/ William W.

Andrews, Director

Andrews /s/ William W.

Andrews, Director William W.

McCarten, Director

/s/ Lizanne Galbreath

/s/ Dianna F.

Lizanne Galbreath, Director

/s/ Lizanne Galbreath /s/ Dianna F.

Lizanne Galbreath, Director Dianna F.

Morgan, Director

1 unchanged sentence

/s/ Stephen R.

Gellein, Jr., Director

Gellein, Jr., Director Stephen R.

Quazzo, Director

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures