MARRIOTT VACATIONS WORLDWIDE Corp
For the period ended Dec 31, 2024. Filed Feb 28, 2025.
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FY2024 · Filed Feb 28, 2025
VAC$115.68+0.5%Stored close · as of Nov 10, 2026
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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 | ||||
| 2.1 | 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. Ltd. and MVCO Series LLC | 8-K | 2.1 | 11/22/2011 |
| Exhibit Number · Description · FiledHerewith · Incorporation By Reference From | ||||
|---|---|---|---|---|
| Form · Exhibit · Date Filed | ||||
| 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 |
| 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 |
| 3.1 | Second Restated Certificate of Incorporation of Marriott Vacations Worldwide Corporation | 8-K | 3.2 | 5/15/2023 |
| 3.2 | Restated Bylaws of Marriott Vacations Worldwide Corporation (effective May 12, 2023) | 10-Q | 3.3 | 8/4/2023 |
| 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, 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 |
| 4.3 | Form of 4.750% Senior Notes due 2028 (included as Exhibit A to Exhibit 4.2 above) | 8-K | 4.2 | 10/1/2019 |
| 4.4 | 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 |
| 4.5 | 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 |
| 4.6 | 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 |
| 4.7 | 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 |
| 4.8 | Form of 4.500% Senior Notes due 2029 (included as Exhibit A to Exhibit 4.7 above) | 8-K | 4.2 | 6/22/2021 |
| 4.9 | 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 |
| 4.10 | Form of 3.25% Convertible Senior Notes due 2027 (included as Exhibit A to Exhibit 4.9 above) | 8-K | 4.2 | 12/8/2022 |
| 4.11 | Description of Registered Securities | 10-K | 4.16 | 3/2/2020 |
| Exhibit Number · Description · FiledHerewith · Incorporation By Reference From | ||||
|---|---|---|---|---|
| Form · Exhibit · Date Filed | ||||
| 10.1 | Amended and Restated License, Services and Development Agreement between Marriott International, Inc. and Marriott Worldwide Corporation and Marriott Vacations Worldwide Corporation for Marriott Vacation Club, Sheraton Vacation Club, Westin Vacation Club, Grand Residences by Marriott, The Specified Fractional Projects and the Licensed Unbranded Projects executed on September 20, 2024 and effective as of January 1, 2024 | 10-Q | 10.7 | 11/7/2024 |
| 10.2 | 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 |
| 10.3 | 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 | 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 |
| 10.5 | 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 |
| 10.6 | 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 |
| 10.7 | 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 |
| 10.8 | Marriott Vacations Worldwide Corporation Amended and Restated Stock and Cash Incentive Plan* | 10-K | 10.14 | 2/23/2017 |
| 10.9 | Form of Restricted Stock Unit Agreement – Marriott Vacations Worldwide Corporation Stock and Cash Incentive Plan* | 8-K | 10.1 | 12/9/2011 |
| 10.10 | Form of Stock Appreciation Right Agreement – Marriott Vacations Worldwide Corporation Stock and Cash Incentive Plan* | 8-K | 10.2 | 12/9/2011 |
| 10.11 | Form of Performance Unit Award Agreement – Marriott Vacations Worldwide Corporation Stock and Cash Incentive Plan* | 8-K | 10.1 | 3/16/2012 |
| 10.12 | Form of Non-Employee Director Share Award Confirmation* | 10-Q | 10.3 | 8/4/2023 |
| 10.13 | Form of Non-Employee Director Stock Appreciation Right Award Agreement* | 10-Q | 10.4 | 8/4/2023 |
| 10.14 | Form of Director Stock Unit Agreement* | 10-Q | 10.5 | 8/4/2023 |
| 10.15 | Form of Stock Appreciation Right Agreement - Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan* | 10-K | 10.22 | 2/27/2023 |
| 10.16 | Form of Restricted Stock Unit Agreement - Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan* | 10-K | 10.23 | 2/27/2023 |
| Exhibit Number · Description · FiledHerewith · Incorporation By Reference From | |||||
|---|---|---|---|---|---|
| Form · Exhibit · Date Filed | |||||
| 10.17 | Form of Performance Unit Agreement - Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan* | 10-K | 10.24 | 2/27/2023 | |
| 10.18 | Marriott Vacations Worldwide Corporation Change in Control Severance Plan* | X | |||
| 10.19 | Form of Participation Agreement for Change in Control Severance Plan* | 10-K | 10.26 | 2/27/2023 | |
| 10.20 | Marriott Vacations Worldwide Corporation Deferred Compensation Plan Revised July 29, 2022* | 10-Q | 10.4 | 8/9/2022 | |
| 10.21 | Marriott Vacations Worldwide Corporation Executive Long-Term Disability Plan* | 10-K | 10.21 | 2/26/2015 | |
| 10.22 | Marriott Vacations Worldwide Corporation Employee Stock Purchase Plan* | 8-K | 10.1 | 6/11/2015 | |
| 10.23 | 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 | |
| 10.24 | 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 | |
| 10.25 | 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 | |
| 10.26 | 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 | |
| 10.27 | Incremental Facility Amendment and Amendment No. 3, dated as of April 1, 2024, by and among Marriott Vacations Worldwide Corporation, Marriott Ownership Resorts, Inc., as borrower, the subsidiary guarantors party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the lenders party thereto | 8-K | 10.1 | 4/2/2024 | |
| 10.28 | Joinder Agreement, dated as of September 1, 2018, among Interval Acquisition Corp. and JPMorgan Chase Bank, N.A. | 8-K | 4.10 | 9/5/2018 | |
| 10.29 | Deferred Compensation Plan for Non-Employee Directors* | S-1(2) | 10.12 | 8/1/2018 | |
| 10.30 | Interval Leisure Group, Inc. 2013 Stock and Incentive Compensation Plan, as amended* | S-8(2) | 10.1 | 8/5/2016 | |
| 10.31 | 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 | |
| 10.32 | 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) | 10.6 | 5/12/2016 | |
| 10.33 | Tax 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) | 10.3 | 5/12/2016 | |
| Exhibit Number · Description · FiledHerewith · Incorporation By Reference From | |||||
|---|---|---|---|---|---|
| Form · Exhibit · Date Filed | |||||
| 10.34 | 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 | |
| 10.35 | 2020 Amended and Restated Employment Agreement between Marriott Vacations Worldwide Corporation and Jeanette E. Marbert* | 10-K | 10.44 | 2/27/2024 | |
| 10.36 | 2020 Salary Reduction Agreement between Marriott Vacations Worldwide Corporation and Jeanette E. Marbert* | 10-K | 10.45 | 2/27/2024 | |
| 10.37 | Amended and Restated Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan* | 10-Q | 10.6 | 8/2/2024 | |
| 10.38 | Form of Call Option Transaction Confirmation | 8-K | 10.1 | 2/3/2021 | |
| 10.39 | Form of Warrant Confirmation | 8-K | 10.2 | 2/3/2021 | |
| 10.40 | Form of Base Call Option Transaction Confirmation | 8-K | 10.1 | 12/8/2022 | |
| 10.41 | Form of Base Warrant Confirmation | 8-K | 10.2 | 12/8/2022 | |
| 10.42 | Form of Stock Appreciation Right Agreement - Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan* | 10-K | 10.52 | 2/27/2024 | |
| 10.43 | Form of Restricted Stock Unit Agreement - Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan* | 10-K | 10.53 | 2/27/2024 | |
| 10.44 | Form of Performance Unit Agreement - Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan* | 10-K | 10.54 | 2/27/2024 | |
| 10.45 | Form of Stock Appreciation Right Agreement - Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan* | 10-Q | 10.3 | 5/7/2024 | |
| 10.46 | Form of Restricted Stock Unit Agreement - Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan* | 10-Q | 10.4 | 5/7/2024 | |
| 10.47 | Form of Performance Unit Agreement - Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan* | 10-Q | 10.5 | 5/7/2024 | |
| 19.1 | Insider trading policies and procedures | X | |||
| 21.1 | Subsidiaries of Marriott Vacations Worldwide Corporation | X | |||
| 22.1 | List of the Issuer and its Guarantor Subsidiaries | 10-K | 22.1 | 2/27/2024 | |
| 23.1 | Consent of Ernst & Young LLP | X | |||
| 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 | X | |||
| 31.2 | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 | X | |||
| 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 | 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 | |||
| 97.1 | Policy Relating to Recovery of Erroneously Awarded Compensation | X | |||
| Exhibit Number | Description | FiledHerewith | Incorporation By Reference From | |||
| Form | Exhibit | Date Filed | ||||
| 101 | The following financial information from the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, 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 | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||
| * | Management contract or compensatory plan or arrangement. |
| (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. |
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