Skip to main content
Midas Edge

MARRIOTT VACATIONS WORLDWIDE Corp

For the period ended Dec 31, 2023. Filed Feb 27, 2024.

View on SEC.gov

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2023 · Filed Feb 27, 2024

VAC$115.68+0.5%Stored close · as of Nov 10, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

See the whole filing, with its images and exhibits
Contents

Item 15. Exhibits and Financial Statement Schedules

Item 15.Exhibits and Financial Statement Schedules

The following are filed as part of this Annual Report:

(1) Financial Statements

We include this portion of Item 15 under Part II, Item 8 of this Annual Report.

(2) Financial Statement Schedules

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.

(3) Exhibits

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

Exhibit Number · Description · FiledHerewith · Incorporation By Reference From
Form · Exhibit · Date Filed
2.1Separation 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. Ltd. and MVCO Series LLC8-K2.111/22/2011
2.2Agreement 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-K2.15/1/2018
Exhibit Number · Description · FiledHerewith · Incorporation By Reference From
Form · Exhibit · Date Filed
2.3Agreement 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, 20218-K2.11/26/2021
3.1Second Restated Certificate of Incorporation of Marriott Vacations Worldwide Corporation8-K3.25/15/2023
3.2Restated Bylaws of Marriott Vacations Worldwide Corporation (effective May 12, 2023)10-Q3.38/4/2023
4.1Form of certificate representing shares of common stock, par value $0.01 per share, of Marriott Vacations Worldwide Corporation104.110/14/2011
4.2Indenture, 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 trustee8-K4.110/1/2019
4.3Form of 4.750% Senior Notes due 2028 (included as Exhibit A to Exhibit 4.2 above)8-K4.210/1/2019
4.4Registration 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 LLC8-K4.310/1/2019
4.5Indenture, 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 trustee8-K4.12/3/2021
4.6Form of 0.00% Convertible Senior Note due 2026 (included as Exhibit A to Exhibit 4.5 above)8-K4.12/3/2021
4.7Indenture, 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 trustee8-K4.16/22/2021
4.8Form of 4.500% Senior Notes due 2029 (included as Exhibit A to Exhibit 4.7 above)8-K4.26/22/2021
4.9Indenture, 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 trustee8-K4.112/8/2022
4.10Form of 3.25% Convertible Senior Notes due 2027 (included as Exhibit A to Exhibit 4.10 above)8-K4.212/8/2022
4.11Description of Registered Securities10-K4.163/2/2020
10.1License, 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 thereto8-K10.111/22/2011
10.2Letter Agreement, dated as of February 21, 2013, between Marriott International, Inc. and Marriott Vacations Worldwide Corporation, supplementing the License, Services, and Development Agreement10-Q10.14/25/2013
10.3Letter Agreement, dated May 9, 2016, among Marriott Vacations Worldwide Corporation, Marriott Worldwide Corporation and Marriott International, Inc. relating to the License, Services, and Development Agreement10-Q10.37/21/2016
Exhibit Number · Description · FiledHerewith · Incorporation By Reference From
Form · Exhibit · Date Filed
10.4First 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 thereto10-K10.42/27/2018
10.5Amended 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-K10.52/27/2018
10.6Letter 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, LLC10-K10.63/1/2022
10.7Marketing 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 Corporation10-Q10.38/9/2022
10.8License, 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 thereto8-K10.211/22/2011
10.9First 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 thereto10-K10.72/27/2018
10.10Employee Benefits and Other Employment Matters Allocation Agreement, entered into on November 17, 2011, between Marriott International, Inc. and Marriott Vacations Worldwide Corporation8-K10.311/22/2011
10.11Tax Sharing and Indemnification Agreement, entered into on November 17, 2011, between Marriott International, Inc. and Marriott Vacations Worldwide Corporation8-K10.411/22/2011
10.12Amendment, dated August 2, 2012, between Marriott International, Inc. and Marriott Vacations Worldwide Corporation, to the Tax Sharing and Indemnification Agreement10-Q10.110/18/2012
10.13Marriott 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-K10.143/1/2022
10.14Termination of Noncompetition Agreement, dated as of February 26, 2018, between Marriott International, Inc. and Marriott Vacations Worldwide Corporation10-K10.142/27/2018
10.15Marriott Vacations Worldwide Corporation Amended and Restated Stock and Cash Incentive Plan*10-K10.142/23/2017
10.16Form of Restricted Stock Unit Agreement – Marriott Vacations Worldwide Corporation Stock and Cash Incentive Plan*8-K10.112/9/2011
10.17Form of Stock Appreciation Right Agreement – Marriott Vacations Worldwide Corporation Stock and Cash Incentive Plan*8-K10.212/9/2011
10.18Form of Performance Unit Award Agreement – Marriott Vacations Worldwide Corporation Stock and Cash Incentive Plan*8-K10.13/16/2012
Exhibit Number · Description · FiledHerewith · Incorporation By Reference From
Form · Exhibit · Date Filed
10.19Form of Non-Employee Director Share Award Confirmation(1)10-Q10.38/4/2023
10.20Form of Non-Employee Director Stock Appreciation Right Award Agreement(1)10-Q10.48/4/2023
10.21Form of Director Stock Unit Agreement(1)10-Q10.58/4/2023
10.22Form of Stock Appreciation Right Agreement - Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan*10-K10.222/27/2023
10.23Form of Restricted Stock Unit Agreement - Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan*10-K10.232/27/2023
10.24Form of Performance Unit Agreement - Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan*10-K10.242/27/2023
10.25Marriott Vacations Worldwide Corporation Change in Control Severance Plan*X
10.26Form of Participation Agreement for Change in Control Severance Plan*10-K10.262/27/2023
10.27Marriott Vacations Worldwide Corporation Deferred Compensation Plan Revised July 29, 2022*10-Q10.48/9/2022
10.28Marriott Vacations Worldwide Corporation Executive Long-Term Disability Plan*10-K10.212/26/2015
10.29Marriott Vacations Worldwide Corporation Employee Stock Purchase Plan*8-K10.16/11/2015
10.30Credit 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 agent8-K4.99/5/2018
10.31Amendment 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 agent10-K10.383/2/2020
10.32Amendment 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 agent10-Q10.28/4/2023
10.33Incremental 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 thereto8-K10.14/6/2022
10.34Joinder Agreement, dated as of September 1, 2018, among Interval Acquisition Corp. and JPMorgan Chase Bank, N.A.8-K4.109/5/2018
10.35Deferred Compensation Plan for Non-Employee Directors*S-1(2)10.128/1/2018
10.36Interval Leisure Group, Inc. 2013 Stock and Incentive Compensation Plan, as amended*S-8(2)10.18/5/2016
10.37Form of Terms and Conditions for Annual RSU Awards under the Interval Leisure Group, Inc. 2013 Stock and Incentive Compensation Plan*10-Q(2)10.15/8/2014
10.38Employee Matters Agreement, dated as of October 27, 2015 among Interval Leisure Group, Inc., Starwood Hotels & Resorts Worldwide, Inc. and Vistana Signature Experiences, Inc., as amended8-K(2)10.65/12/2016
Exhibit Number · Description · FiledHerewith · Incorporation By Reference From
Form · Exhibit · Date Filed
10.39License, 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.8-K(2)10.15/12/2016
10.40Tax Matters Agreement, dated as of May 11, 2016, among Interval Leisure Group, Inc., Starwood Hotels & Resorts Worldwide, Inc. and Vistana Signature Experiences, Inc.8-K(2)10.35/12/2016
10.41Termination of Noncompetition Agreement, effective September 1, 2018, between Starwood Hotels & Resorts Worldwide, LLC (formerly Starwood Hotels & Resorts Worldwide, Inc.) and Vistana Signatures Experiences, Inc.8-K10.29/20/2018
10.42Letter 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, LLC8-K10.19/20/2018
10.43Amendment No. 2 to the Interval Leisure Group, Inc. 2013 Stock and Incentive Compensation Plan, dated February 25, 2018*10-Q(2)10.25/4/2018
10.442020 Amended and Restated Employment Agreement between Marriott Vacations Worldwide Corporation and Jeanette E. Marbert*X
10.452020 Salary Reduction Agreement between Marriott Vacations Worldwide Corporation and Jeanette E. Marbert*X
10.46Amended and Restated Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan10-Q10.611/3/2023
10.47Form of Call Option Transaction Confirmation8-K10.12/3/2021
10.48Form of Warrant Confirmation8-K10.22/3/2021
10.49Form of Base Call Option Transaction Confirmation8-K10.112/8/2022
10.50Form of Base Warrant Confirmation8-K10.212/8/2022
10.51Umbrella 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 Corporation10-Q10.25/9/2022
10.52Form of Stock Appreciation Right Agreement - Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan*X
10.53Form of Restricted Stock Unit Agreement - Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan*X
10.54Form of Performance Unit Agreement - Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan*X
21.1Subsidiaries of Marriott Vacations Worldwide CorporationX
22.1List of the Issuer and its Guarantor SubsidiariesX
23.1Consent of Ernst & Young LLPX
24.1Powers of Attorney (included on the signature pages hereto)X
31.1Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934X
31.2Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934X
32.1Certification by Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002Furnished
Exhibit NumberDescriptionFiledHerewithIncorporation By Reference From
FormExhibitDate Filed
32.2Certification by Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002Furnished
97.1Policy Relating to Recovery of Erroneously Awarded CompensationX
101The 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 Stockholders’ Equity, and (vi) the Notes to Consolidated Financial Statements
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
*Management contract or compensatory plan or arrangement.
†Portions of this exhibit were redacted pursuant to a confidential treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The redacted portions of this exhibit have been filed with the Securities and Exchange Commission.
(1)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.
(2)Filing made by ILG, LLC under SEC File No. 001-34062.
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.