MARRIOTT VACATIONS WORLDWIDE Corp 10-Q

Item 1A. Risk Factors There have been no material changes from the risk factors disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the “2020 Annual Report”). The COVID-19 pandemic has heightened, and in some cases, manifested, certain of the risks we normally face in our business, including those disclosed in the 2020 Annual Report. Item 6. Exhibits All documents referenced below are being filed as a part of this Quarterly Report on Form 10-Q, unless otherwise noted. Exhibit Number Description Filed Herewith Incorporation By Reference From Form Exhibit Date Filed 2.1 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 3.1 Restated Certificate of Incorporation of Marriott Vacations Worldwide Corporation 8-K 3.1 11/22/2011 3.2 Restated Bylaws of Marriott Vacations Worldwide Corporation 8-K 3.2 11/22/2011 4.1 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 4.2 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 4.3 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 4.4 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 4.5 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 8-K 4.7 9/5/2018 4.6 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 4.7 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 10-K 4.7 3/2/2020 4.8 Form of 6.500% Senior Note due 2026 (included as Exhibit A to Exhibit 4.4 above) 8-K 4.1 8/23/2018 75 Table of Contents Exhibit Number Description Filed Herewith Incorporation By Reference From Form Exhibit Date Filed 4.9 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 8-K 4.3 8/23/2018 4.10 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 8-K 4.8 9/5/2018 4.11 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 8-K 4.1 10/1/2019 4.12 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 4.13 Second Supplemental Indenture, dated February 26, 2020, by and among Marriott Ownership Resorts, Inc., MVW Services Corporation, and the Bank of New York Mellow Trust Company, N.A., as trustee 10-K 4.13 3/2/2020 4.14 Form of 4.750% Senior Notes due 2028 (included as Exhibit A to Exhibit 4.11 above) 8-K 4.2 10/1/2019 4.15 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 8-K 4.3 10/1/2019 4.16 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 4.17 Form of 6.125% Senior Secured Notes due 2025 (included as Exhibit A to Exhibit 4.16) 8-K 4.1 5/15/2020 4.18 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 4.19 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 4.20 Indenture, dated as of June 21, 2021, 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 6/22/2021 4.21 Form of 4.500% Senior Notes due 2029 (included as Exhibit A to Exhibit 4.20 above) 8-K 4.2 6/22/2021 4.22 Description of Registered Securities 10-K 4.16 3/2/2020 10.1 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 22.1 List of the Issuer and its Guarantor Subsidiaries 10-Q 22.1 11/5/2020 31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 X 31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 X 76 Table of Contents Exhibit Number Description Filed Herewith Incorporation By Reference From Form Exhibit Date Filed 32.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(b) and Section 906 of the Sarbanes-Oxley Act of 2002 Furnished 32.2 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 Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, formatted in Inline XBRL: (i) Interim Consolidated Statements of Income, (ii) Interim Consolidated Statements of Comprehensive Income, (iii) Interim Consolidated Balance Sheets, (iv) Interim Consolidated Statements of Cash Flows, (v) Interim Consolidated Statements of Shareholders’ Equity, and (vi) Notes to Interim Consolidated Financial Statements 104 The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, formatted in Inline XBRL and contained in Exhibit 101 * Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplemental copies to the SEC of any omitted schedule upon request by the SEC. 77 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. MARRIOTT VACATIONS WORLDWIDE CORPORATION Date: August 4, 2021 /s/ Stephen P. Weisz Stephen P. Weisz Chief Executive Officer /s/ John E. Geller, Jr. John E. Geller, Jr. President and Chief Financial Officer 78