What changed in this filing

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Item 9A. Controls and Procedures

2024-02-27 compared with 2023-02-27 · 144 added, 107 removed, 116 unchanged (68% of the section changed)

11 unchanged sentences

Other Information

During the quarter ended December 31, 2023, no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation S-K).

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

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 2023 Annual Meeting of Shareholders (the “Proxy Statement”).

As described below, we incorporate by reference in this Annual Report certain information appearing in the Proxy Statement that we will furnish to our stockholders for our 2024 Annual Meeting of Stockholders (the “Proxy Statement”).

Directors, Executive Officers and Corporate Governance

Our Proxy Statement will be filed with the SEC in connection with our 2023 Annual Meeting of Shareholders.

Our Proxy Statement will be filed with the SEC in connection with our 2024 Annual Meeting of Stockholders.

Information regarding executive officers is included in Part I of this Form 10-K as permitted by General Instruction G(3) to Form 10-K.

22 unchanged sentences

2.1 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 8-K 2.1 11/22/2011

and MVCO Series LLC

8-K 2.1 11/22/2011

2.2 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)

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, 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

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 4.2 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 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 4.7 above) 8-K 4.1 5/15/2020

Exhibit Number Description Filed

1 unchanged sentence

Form Exhibit Date Filed

2.3 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

Second Restated Certificate of Incorporation of Marriott Vacations Worldwide Corporation

Restated Bylaws of Marriott Vacations Worldwide Corporation (effective May 12, 2023)

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

8-K 4.1 10/1/2019

Form of 4.750% Senior Notes due 2028 (included as Exhibit A to Exhibit 4.2 above)

8-K 4.2 10/1/2019

Morgan Securities LLC

8-K 4.3 10/1/2019

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

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 4.5 above)

8-K 4.1 2/3/2021

8-K 4.1 6/22/2021

Form of 4.500% Senior Notes due 2029 (included as Exhibit A to Exhibit 4.7 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

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 8-K 10.1 11/22/2011

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 4.10 above)

8-K 4.2 12/8/2022

Description of Registered Securities

10-K 4.16 3/2/2020

10.1 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

8-K 10.1 11/22/2011

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

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

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

10-Q 10.1 4/25/2013

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

1 unchanged sentence

10-Q 10.3 7/21/2016

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 10-K 10.4 2/27/2018

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.† 10-K 10.5 2/27/2018

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 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

1 unchanged sentence

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

10.4 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

10-K 10.4 2/27/2018

10.5 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.†

10-K 10.5 2/27/2018

10.6 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.

10-K 10.6 3/1/2022

10.7 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

10.8 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

10.9 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

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

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

and Marriott Vacations Worldwide Corporation

8-K 10.3 11/22/2011

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

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

and Marriott Vacations Worldwide Corporation

8-K 10.4 11/22/2011

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

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

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

10-Q 10.1 10/18/2012

10.13 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.

1 unchanged sentence

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

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

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

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

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

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

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

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

8-K 10.1 3/16/2012

Exhibit Number Description Filed

1 unchanged sentence

Form Exhibit Date Filed

F orm of Non-Employee Director Share Awar d Confirmation (1)

Form of Non-Employee Director Stock Appreciation Right Award Agreement (1)

10-Q 10.4 8/4/2023

Form of Director Stock Unit Agreement (1)

10-Q 10.5 8/4/2023

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

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

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

Marriott Vacations Worldwide Corporation Change in Control Severance Plan *

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

10.27 Marriott Vacations Worldwide Corporation Deferred Compensation Plan Revised July 29, 2022 *

10-Q 10.4 8/9/2022

10.28 Marriott Vacations Worldwide Corporation Executive Long-Term Disability Plan *

10-K 10.21 2/26/2015

10.29 Marriott Vacations Worldwide Corporation Employee Stock Purchase Plan *

8-K 10.1 6/11/2015

8-K 4.9 9/5/2018

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

10-K 10.38 3/2/2020

Amendment No.

2 to Credit Agreement dated as of April 27, 2023, among Marriott Vacations Worldwide Corporation, Marriott Ownership Resorts, Inc., and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent

10-Q 10.2 8/4/2023

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

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

Deferred Compensation Plan for Non-Employee Directors *

10.12 8/1/2018

Interval Leisure Group, Inc.

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

2013 Stock and Incentive Compensation Plan, as amended *

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* 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* 10-Q (2)

10.2 5/8/2014

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

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

2013 Stock and Incentive Compensation Plan *

10.1 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 8-K (2)

and Vistana Signature Experiences, Inc., as amended

10.6 5/12/2016

Exhibit Number Description Filed

Herewith Incorporation By Reference From

Form Exhibit Date Filed

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

6 unchanged sentences

8-K 10.2 9/20/2018

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 10.1 9/20/2018

8-K 10.1 9/20/2018

Amendment No.

2 to the Interval Leisure Group, Inc.

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* 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.

Marbert* 10-Q (2)

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

10.2 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

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

2 020 Amended and Restated Employ ment Agreement between Marriott Vacations Worldwide C orporation and Jeanette E.

2 020 Salary Reduction Agreement between Marriott Vacations Worldwide C orporation and Jeanette E.

Amended and Restated Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan

10-Q 10.6 11/3/2023

Form of Call Option Transaction Confirmation

8-K 10.1 2/3/2021

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

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

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

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

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

21.1 Subsidiaries of Marriott Vacations Worldwide Corporation

22.1 List of the Issuer and its Guarantor Subsidiaries

23.1 Consent of Ernst & Young LLP

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

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

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

32.1 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

Exhibit Number Description Filed

1 unchanged sentence

Form Exhibit Date Filed

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

Significant Subsidiaries of Marriott Vacations Worldwide Corporation X

List of the Issuer and its Guarantor Subsidiaries X

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 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

32.2 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

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

97.1 P olicy Relating to Re covery o f Erroneously Awarded Compensation

101 The following financial information from the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, 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

(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 Stockholders’ Equity, and (vi) the Notes to Consolidated Financial Statements

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

12 unchanged sentences

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.

Geller, Jr., Jason P.

Marino, 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 and on the date indicated above.

2 unchanged sentences

Principal Financial Officer:

/s/ Anthony E.

Terry Executive Vice President and Chief Financial Officer

Marino Executive Vice President and Chief Financial Officer

Principal Accounting Officer:

3 unchanged sentences

/s/ William J.

Shaw /s/ Raymond L.

/s/ Dianna F.

Shaw, Director, Chairman Raymond L.

Gellein, Jr., Director Dianna F.

Morgan, Director

Shaw /s/ Jonice M.

Shaw, Director, Chairman Jonice M.

Gray, Director

Andrews /s/ Melquiades R.

Martinez /s/ Stephen R.

Andrews, Director Melquiades R.

Martinez, Director Stephen R.

Quazzo, Director

Martinez, Director

/s/ Lizanne Galbreath /s/ William W.

McCarten /s/ Jonice G.

Lizanne Galbreath, Director William W.

McCarten, Director Jonice G.

Tucker, Director

McCarten, Director

Galligan /s/ Dianna F.

Galligan, Director Dianna F.

Morgan, Director

/s/ Raymond L.

/s/ Stephen R.

Gellein, Jr., Director Stephen R.

Quazzo, 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