VAC 10-K Annual Report Dec. 31, 2017 | Alphaminr
MARRIOTT VACATIONS WORLDWIDE Corp

VAC 10-K Fiscal year ended Dec. 31, 2017

MARRIOTT VACATIONS WORLDWIDE CORP
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TABLE OF CONTENTS
Part IprintItem 1. BusinessprintItem 1A. Risk FactorsprintItem 1B. Unresolved Staff CommentsprintItem 2. PropertiesprintItem 3. Legal ProceedingsprintItem 4. Mine Safety DisclosuresprintPart IIprintItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesprintItem 6. Selected Financial DataprintItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsprintItem 7A. Quantitative and Qualitative Disclosures About Market RiskprintItem 8. Financial Statements and Supplementary DataprintItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureprintItem 9A. Controls and ProceduresprintItem 9B. Other InformationprintPart IIIprintItem 10. Directors, Executive Officers and Corporate GovernanceprintItem 11. Executive CompensationprintItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersprintItem 13. Certain Relationships and Related Transactions, and Director IndependenceprintItem 14. Principal Accounting Fees and ServicesprintPart IVprintItem 15. Exhibits and Financial Statement SchedulesprintItem 16. Form 10-k Summaryprint

Exhibits

2.1 Separation and Distribution Agreement, entered into on November17, 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 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 $0.01per 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 in Exhibit 4.2) 10-Q 4.1 11/2/2017 10.1 License, Services, and Development Agreement, entered into on November17, 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 10.3 Letter Agreement, dated May 9, 2016, among Marriott Vacations Worldwide Corporation, Marriott Worldwide Corporation and Marriott International, Inc. relating to the License, Services, and Development Agreement 10-Q 10.3 7/21/2016 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 10.5 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. 10.6 License, Services, and Development Agreement, entered into on November17, 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 10.7 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 10.8 Employee Benefits and Other Employment Matters Allocation Agreement, entered into on November17, 2011, between Marriott International, Inc. and Marriott Vacations Worldwide Corporation 8-K 10.3 11/22/2011 10.9 Tax Sharing and Indemnification Agreement, entered into on November17, 2011, between Marriott International, Inc. and Marriott Vacations Worldwide Corporation 8-K 10.4 11/22/2011 10.10 Amendment, dated August2, 2012, between Marriott International, Inc. and Marriott Vacations Worldwide Corporation, to the Tax Sharing and Indemnification Agreement 10-Q 10.1 10/18/2012 10.11 Marriott Rewards Affiliation Agreement, entered into on November17, 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 10.12 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. 10.13 Noncompetition Agreement, entered into on November17, 2011, between Marriott International, Inc. and Marriott Vacations Worldwide Corporation 8-K 10.6 11/22/2011 10.14 Termination of Noncompetition Agreement, dated as of February 26, 2018, between Marriott International, Inc. and Marriott Vacations Worldwide Corporation 10.15 Marriott Vacations Worldwide Corporation Amended and Restated Stock and Cash Incentive Plan* 10-K 10.14 2/23/2017 10.16 Form of Restricted Stock Unit Agreement Marriott Vacations Worldwide Corporation Stock and Cash Incentive Plan* 8-K 10.1 12/9/2011 10.17 Form of Stock Appreciation Right Agreement Marriott Vacations Worldwide Corporation Stock and Cash Incentive Plan* 8-K 10.2 12/9/2011 10.18 Form of Performance Unit Award Agreement Marriott Vacations Worldwide Corporation Stock and Cash Incentive Plan* 8-K 10.1 3/16/2012 10.19 Form of Non-Employee Director Share Award Confirmation* 10-K 10.17 2/25/2016 10.20 Form of Non-Employee Director Stock Appreciation Right Award Agreement* 10-K 10.16 3/21/2012 10.21 Form of Director Stock Unit Agreement* 10-Q 10.1 4/30/2015 10.22 Marriott Vacations Worldwide Corporation Change in Control Severance Plan* 8-K 10.2 3/16/2012 10.23 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 10.24 Marriott Vacations Worldwide Corporation Deferred Compensation Plan* 8-K 10.3 6/13/2013 10.25 Marriott Vacations Worldwide Corporation Executive Long Term Disability Plan* 10-K 10.21 2/26/2015 10.26 Marriott Vacations Worldwide Corporation Employee Stock Purchase Plan* 8-K 10.1 6/11/2015 10.27 Third Amended and Restated Indenture and Servicing Agreement, entered into September15, 2014 and dated as of September1, 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 10.28 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 10.29 Second Amended and Restated Sale Agreement, entered into September15, 2014 and dated as of September1, 2014, between MORI SPC Series Corp. and Marriott Vacations Worldwide Owner Trust 2011-1 8-K 10.1 9/16/2014 10.30 Omnibus Amendment No. 3, dated November23, 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 10.31 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 10.32 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 10.33 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 10.34 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 10.35 Credit Agreement, dated as of August 16, 2017, among Marriott Vacations Worldwide Corporation, Marriott Ownership Resorts, Inc., the several banks and other financial institutions or entities from time to time parties thereto and JPMorgan Chase Bank, N.A., as administrative agent 8-K 10.1 8/21/2017 10.36 Guarantee and Collateral Agreement, dated as of August 16, 2017, made by Marriott Vacations Worldwide Corporation, Marriott Ownership Resorts, Inc. and certain other subsidiaries of Marriott Vacations Worldwide Corporation, in favor of JPMorgan Chase Bank, N.A., as Administrative Agent for the banks and other financial institutions or entities from time to time parties to the Credit Agreement 8-K 10.2 8/21/2017 10.37 Form of Call Option Transaction Confirmation 10-Q 10.1 11/2/2017 10.38 Form of Warrant Confirmation 10-Q 10.2 11/2/2017 21.1 Subsidiaries of Marriott Vacations Worldwide Corporation 23.1 Consent of Ernst & Young LLP 31.1 Certification of Chief Executive Officer pursuant to Rule13a-14(a)of the Securities Exchange Act of 1934 31.2 Certification of Chief Financial Officer pursuant to Rule13a-14(a)of the Securities Exchange Act of 1934 32.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(b) and Section906 of the Sarbanes-Oxley Act of 2002 Furnished 32.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(b) and Section906 of the Sarbanes-Oxley Act of 2002 Furnished