VAC 10-K Annual Report Dec. 31, 2024 | Alphaminr
MARRIOTT VACATIONS WORLDWIDE Corp
ALPHAMINR

VAC 10-K Fiscal year ended Dec. 31, 2024

Balance Sheet
Cash Flow
Income Statement
Debt
MARRIOTT VACATIONS WORLDWIDE CORP
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TABLE OF CONTENTS
Part IprintItem 1. BusinessprintItem 1A. Risk FactorsprintItem 1B. Unresolved Staff CommentsprintItem 1C. CybersecurityprintItem 2. PropertiesprintItem 3. Legal ProceedingsprintItem 4. Mine Safety DisclosuresprintPart IIprintItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases OfprintItem 6. ReservedprintItem 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 InformationprintItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsprintPart 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 Accountant 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 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 $0.01per 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 4.9 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 4.11 Description of Registered Securities 10-K 4.16 3/2/2020 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 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 10.3 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 November17, 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 November17, 2011, between Marriott International, Inc. and Marriott Vacations Worldwide Corporation 8-K 10.4 11/22/2011 10.6 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 10.7 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 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* 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 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 21.1 Subsidiaries of Marriott Vacations Worldwide Corporation 22.1 List of the Issuer and its Guarantor Subsidiaries 10-K 22.1 2/27/2024 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 by Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section906 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 Section906 of the Sarbanes-Oxley Act of 2002 Furnished 97.1 Policy Relating to Recovery of Erroneously Awarded Compensation