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Item 9A. Controls and Procedures

2023-02-27 compared with 2022-03-01 · 56 added, 81 removed, 167 unchanged (45% of the section changed)

8 unchanged sentences

We have set forth management’s annual report on internal control over financial reporting and the independent registered public accounting firm’s report on the effectiveness of our internal control over financial reporting in Part II, Item 8 of this Annual Report, and we incorporate those reports by reference.

During the second quarter of 2021 we completed the Welk Acquisition, which was accounted for as a business combination.

In accordance with SEC Staff guidance permitting a company to exclude an acquired business from management’s assessment of the effectiveness of internal control over financial reporting for the year in which the acquisition is completed, we have excluded the businesses that we acquired in the Welk Acquisition from our assessment of the effectiveness of internal control over financial reporting as of December 31, 2021.

The businesses that we acquired in the Welk Acquisition represented 9% of our total assets as of December 31, 2021, and 4% of our revenues and 11% of our income before income taxes and noncontrolling interests for the year ended December 31, 2021.

Changes in Internal Control Over Financial Reporting

We made no changes in our internal control over financial reporting during the fourth quarter of 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, other than changes to integrate the Welk business into our internal control over financial reporting.

We made no changes in our internal control over financial reporting during the fourth quarter of 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

23 unchanged sentences

We include the financial statement schedules required by the applicable accounting regulations of the SEC in the notes to our consolidated financial statements and incorporate that information in this Item 15 by reference.

A shareholder who wants a copy of any of the following Exhibits may obtain one from us, without charge, upon written request.

Written requests to obtain any exhibit should be sent to Marriott Vacations Worldwide Corporation, 9002 San Marco Court, Orlando, Florida 32819, Attention:

Corporate Secretary.

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

11 unchanged sentences

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 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

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

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

6 unchanged sentences

Form of 6.125% Senior Secured Notes due 2025 (included as Exhibit A to Exhibit 4.7 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

Form of 0.00% Convertible Senior Note due 2026 (included as Exhibit A to Exhibit 4.12 above) 8-K 4.1 2/3/2021

Exhibit Number Description Filed

1 unchanged sentence

Form Exhibit Date Filed

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

Form of 0.00% Convertible Senior Note due 2026 (included as Exhibit A to Exhibit 4.9 above) 8-K 4.1 2/3/2021

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

Form of 4.500% Senior Notes due 2029 (included as Exhibit A to Exhibit 4.11 above) 8-K 4.2 6/22/2021

Indenture, dated as of December 8, 2022, by and among Marriott Vacations Worldwide Corporation, as issuer, Marriott Ownership Resorts, Inc.

and the other guarantors party thereto from time to time and The New York Bank of Mellon Trust Company, N.A., as trustee 8-K 4.1 12/8/2022

Form of 3.25% Convertible Senior Notes due 2027 (included as Exhibit A to Exhibit 4.13 above) 8-K 4.2 12/8/2022

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

8 unchanged sentences

Letter Agreement, effective as of January 1, 2022, between Marriott International, Inc., Marriott Worldwide Corporation, Marriott Vacations Worldwide Corporation, Starwood Hotels & Resorts Worldwide, LLC, Marriott Ownership Resorts, Inc., Vistana Signature Experiences, Inc.

and ILG, LLC X

and ILG, LLC 10-K 10.6 3/1/2022

Marketing Track Amendment, dated as of May 19, 2022, to the Marriott License, Services and Development Agreement for Marriott Projects dated November 19, 2011, by and among Marriott International, Inc., Marriott Worldwide Corporation, and Marriott Vacations Worldwide Corporation 10-Q 10.3 8/9/2022

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 8-K 10.2 11/22/2011

Exhibit Number Description Filed

Herewith Incorporation By Reference From

Form Exhibit Date Filed

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-K 10.7 2/27/2018

5 unchanged sentences

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 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

Exhibit Number Description Filed

Herewith Incorporation By Reference From

Form Exhibit Date Filed

Marriott Bonvoy Affiliation Agreement, dated as of November 10, 2021, by and among Marriott International, Inc., Marriott Rewards, LLC, Marriott Vacations Worldwide Corporation and Marriott Ownership Resorts, Inc.

10-K 10.14 3/1/2022

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

7 unchanged sentences

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

Form of Stock Appreciation Right Agreement - Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan* X

Form of Restricted Stock Unit Agreement - Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan* X

Form of Performance Unit Agreement - Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan* X

Marriott Vacations Worldwide Corporation Change in Control Severance Plan* X

Form of Participation Agreement for Change in Control Severance Plan* X

Marriott Vacations Worldwide Corporation Deferred Compensation Plan Revised July 29, 2022* 10-Q 10.4 8/9/2022

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

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 8-K 10.2 9/16/2014

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 10-Q 10.2 7/23/2015

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 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 8-K 10.1 11/25/2015

Exhibit Number Description Filed

Herewith Incorporation By Reference From

Form Exhibit Date Filed

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 10-Q 10.2 7/21/2016

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 10-Q 10.1 7/21/2016

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 8-K 10.1 3/14/2017

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 8-K 10.3 8/21/2017

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

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

1 unchanged sentence

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 8-K 4.9 9/5/2018

Exhibit Number Description Filed

Herewith Incorporation By Reference From

Form Exhibit Date Filed

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 10-K 10.38 3/2/2020

Incremental Facility Amendment, dated as of March 31, 2022, by and among Marriott Vacations Worldwide Corporation, Marriott Ownership Resorts, Inc., as borrower, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the incremental lenders party thereto 8-K 10.1 4/6/2022

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

1 unchanged sentence

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.

10-Q 10.3 11/7/2018

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

6 unchanged sentences

10.1 5/8/2014

Exhibit Number Description Filed

Herewith Incorporation By Reference From

Form Exhibit Date Filed

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

13 unchanged sentences

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.

16 unchanged sentences

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

Form of Base Call Option Transaction Confirmation 8-K 10.1 12/8/2022

Exhibit Number Description Filed

Herewith Incorporation By Reference From

Form Exhibit Date Filed

Form of Base Warrant Confirmation 8-K 10.2 12/8/2022

Umbrella IP Amendment, dated as of March 4, 2022, to the Marriott License, Services and Development Agreement for Marriott Projects dated November 19, 2011, by and among Marriott International, Inc., Marriott Worldwide Corporation, and Marriott Vacations Worldwide Corporation 10-Q 10.2 5/9/2022

Significant Subsidiaries of Marriott Vacations Worldwide Corporation X

4 unchanged sentences

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, 2021, 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

Exhibit Number Description Filed

Herewith Incorporation By Reference From

Form Exhibit Date Filed

Certification by Chief Executive Officer Pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Furnished

Certification by Chief Financial Officer Pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Furnished

101 The following financial information from the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, formatted in Inline Extensible Business Reporting Language (iXBRL) includes:

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

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

6 unchanged sentences

Form 10-K Summary

Pursuant to the requirements of Section 13 or 15(d) 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.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.

MARRIOTT VACATIONS WORLDWIDE CORPORATION

March 1, 2022

/s/ Stephen P.

Chief Executive Officer

February 27, 2023

President and Chief Executive Officer

POWER OF ATTORNEY

KNOW BY ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints jointly and severally, Stephen P.

Weisz, Anthony E.

KNOW BY ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints jointly and severally, John E.

Geller, Jr., Anthony E.

Terry, 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.

1 unchanged sentence

Principal Executive Officer:

/s/ Stephen P.

Weisz Chief Executive Officer and Director

President, Chief Executive Officer and Director

Principal Financial Officer:

2 unchanged sentences

Principal Accounting Officer:

/s/ Laurie A.

Sullivan Senior Vice President, Corporate Controller and Chief Accounting Officer

/s/ Kathleen A.

Pighini Senior Vice President, Corporate Controller and

Chief Accounting Officer

/s/ William J.

Shaw /s/ Melquiades R.

Shaw, Director, Chairman Melquiades R.

Martinez, Director

Andrews /s/ William W.

Andrews, Director William W.

McCarten, Director

/s/ Lizanne Galbreath /s/ Dianna F.

Lizanne Galbreath, Director Dianna F.

Shaw /s/ Raymond L.

/s/ Dianna F.

Shaw, Director, Chairman Raymond L.

Gellein, Jr., Director Dianna F.

Morgan, Director

/s/ Raymond L.

/s/ Stephen R.

Gellein, Jr., Director Stephen R.

Andrews /s/ Melquiades R.

Martinez /s/ Stephen R.

Andrews, Director Melquiades R.

Martinez, Director Stephen R.

Quazzo, Director

/s/ Thomas J.

Hutchison III /s/ Jonice G.

Hutchison III, Director Jonice G.

/s/ Lizanne Galbreath /s/ William W.

McCarten /s/ Jonice G.

Lizanne Galbreath, Director William W.

McCarten, Director Jonice G.

Tucker, Director

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