MARRIOTT VACATIONS WORLDWIDE Corp - Annual Report: 2023 (Form 10-K)

Transaction and integration costs$— $3 Gain on disposition of hotel, land, and other(7)(33)Insurance proceeds(9)(4)Change in indemnification asset(9)— Other(4)— Gains and other income, net(29)(37)Purchase accounting adjustments8 11 Litigation charges12 9 Impairment charges12 2 Expiration/forfeiture of deposits on pre-acquisition preview packages— (6)Change in estimate relating to pre-acquisition contingencies— (12)Other2 3 Total Certain items$5 $(27)

Exchange & Third-Party Management


	Fiscal Years						2023 vs. 2022
($ in millions)	2023		2022		2021		Change
Segment financial results	$	93	$	132	$	93	$	(39)	(30%)
Depreciation and amortization	31		31		48		—		(2%)
Share-based compensation expense	2		2		2		—		(23%)
Certain items	4		(17)		1		21		122%
Segment Adjusted EBITDA	$	130	$	148	$	144	$	(18)	(13%)

The table below details the components of Certain items for the Exchange & Third-Party Management segment financial results for 2023 and 2022.


	Fiscal Years
($ in millions)	2023				2022
Gain on disposition of hotel, land, and other	$	(1)			$	—
Gain on disposition of VRI Americas	—				(17)
Foreign currency translation	—				2
Gains and other income, net			(1)				(15)
Litigation charges			1				—
Impairment charges			4				—
Early termination of VRI management contract			—				(2)
Management and exchange	118		120		131
Depreciation and amortization	31		31		48
Litigation charges	1		—		—
Restructuring	—		—		1
Impairment	4		—		—
Cost reimbursements	16		23		47
TOTAL EXPENSES	170		174		227
Gains and other income, net	1		15		—
SEGMENT FINANCIAL RESULTS ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	93	$	132	$	93

Management and Exchange Profit


	Fiscal Years						2023 vs. 2022
($ in millions)	2023		2022		2021		Change
Management and exchange revenue	$	206	$	226	$	233	$	(20)	(9%)
Management and exchange expense	(118)		(120)		(131)		2		1%
Management and exchange profit	$	88	$	106	$	102	$	(18)	(18%)
Management and exchange profit margin	42.5%		47.0%		43.8%		(4.5 pts)

2023 Compared to 2022

Excluding the $12 million decrease attributed to the disposition of our VRI Americas business during the second quarter of 2022, management and exchange revenue decreased $8 million or 4%. Interval International management and exchange revenues declined $5 million or 3%, primarily attributed to lower transaction volume and lower membership revenues due to the continued shift in mix to corporate members, which have a lower propensity to transact than our traditional members. Exchange transaction volume declined 5% and average revenue per member decreased 1% compared to the prior year. Aqua-Aston management revenue declined $3 million due to higher property level expenses, which adversely impacted management fees, and a reduction in the number of units managed at a property in Maui.

Excluding the impact of the disposition of VRI Americas, management and exchange profit decreased by $14 million or 14% from the prior year, primarily attributed to higher information technology costs, marketing and sales costs and higher wages and benefits and lower revenues.

Rental Revenues


	Fiscal Years						2023 vs. 2022
($ in millions)	2023		2022		2021		Change
Rental revenues	$	40	$	42	$	40	$	(2)	(4%)

2023 Compared to 2022

Lower rental revenues reflect higher rental inventory procurement costs, which are recorded net within Rental revenues.

Impairment


	Fiscal Years						2023 vs. 2022
($ in millions)	2023		2022		2021		Change
Impairment	$	4	$	—	$	—	$	4	NM

During 2023, we impaired an investment in a management contract.

Gains and Other Income


	Fiscal Years						2023 vs. 2022
($ in millions)	2023		2022		2021		Change
Gains and other income, net	$	1	$	15	$	—	$	(14)	(95%)

During 2023, we recorded a gain on the disposition of excess real estate of $1 million.

During 2022, we recorded a $17 million gain related to the sale of our VRI Americas business, partially offset by $2 million of foreign currency translation losses. See Footnote 3 “Acquisitions and Dispositions” for more information on the disposition of VRI Americas.

CORPORATE AND OTHER

Corporate and Other consists of results that are not allocable to our segments, including company-wide general and administrative costs, corporate interest expense, transaction and integration costs, and income taxes. In addition, Corporate and Other includes the revenues and expenses from the Consolidated Property Owners’ Associations.


	Fiscal Years
($ in millions)	2023		2022		2021
REVENUES
Resort management and other services	$	39	$	67	$	152
Cost reimbursements	(42)		(44)		(121)
TOTAL REVENUES	(3)		23		31
EXPENSES
Resort management and other services	54		84		190
Rental	(14)		(18)		(50)
General and administrative	273		249		227
Depreciation and amortization	11		9		9
Litigation charges	—		2		1
Restructuring	6		—		(1)
Impairment	16		—		3
Cost reimbursements	(42)		(44)		(121)
TOTAL EXPENSES	304		282		258
Gains (losses) and other income (expense), net	17		(12)		(52)
Interest expense, net	(145)		(118)		(164)
Transaction and integration costs	(37)		(122)		(108)
FINANCIAL RESULTS BEFORE INCOME TAXES AND NONCONTROLLING INTERESTS	(472)		(511)		(551)
Provision for income taxes	(146)		(191)		(74)
Net loss (income) attributable to noncontrolling interests	2		—		(4)
FINANCIAL RESULTS ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(616)	$	(702)	$	(629)

Consolidated Property Owners’ Associations

The following table illustrates the impact of certain Consolidated Property Owners’ Associations under the relevant accounting guidance, and the changes attributed to the deconsolidation of individual Consolidated Property Owners’ Associations.


	Fiscal Years
($ in millions)	2023		2022		2021
REVENUES
Resort management and other services	$	39	$	64	$	152
Cost reimbursements	(42)		(44)		(121)
TOTAL REVENUES	(3)		20		31
EXPENSES
Resort management and other services	54		84		190
Rental	(14)		(18)		(50)
Cost reimbursements	(42)		(44)		(121)
TOTAL EXPENSES	(2)		22		19
Losses and other expense, net	—		(3)		(4)
Interest expense, net	1		—		—

2023 Compared to 2022

The change in our income tax expense is attributable to lower income before income taxes and noncontrolling interests ($49 million) and benefits from state tax rate changes and certain other foreign and permanent differences which were favorable to prior periods ($62 million). These decreases were partially offset by increases in uncertain tax benefits and changes in our valuation allowance ($66 million) of which $22 million is to be indemnified pursuant to a Tax Matters

Agreement dated May 11, 2016 by and among Starwood Hotels & Resorts Worldwide, Inc., Vistana Signature Experiences, Inc., and Interval Leisure Group, Inc. and we have recorded a corresponding indemnification asset as a component of Gains (losses) and other income (expense), net on our Income Statements.

Refer to Footnote 5 “Income Taxes” for additional information.

The Organization for Economic Co-operation and Development has proposed a global minimum tax of 15% of reported profits (Pillar 2) that has been agreed upon in principle by over 140 non-U.S. countries. During 2023, many countries took steps to incorporate Pillar 2 model rule concepts into their domestic laws. Although the model rules provide a framework for applying the minimum tax, countries may enact Pillar 2 slightly differently than the model rules and/or on different timelines. While we continue to monitor legislative developments, we do not anticipate Pillar 2 will have a material impact on our long-term financial position.

Liquidity and Capital Resources

Typically, our capital needs are supported by cash on hand, cash generated from operations, our ability to access funds under the Warehouse Credit Facility and the Revolving Corporate Credit Facility, our ability to raise capital through securitizations in the ABS market, and, to the extent necessary, our ability to issue new debt and refinance existing debt. We believe these sources of capital will be adequate to meet our short-term and long-term liquidity requirements, finance our long-term growth plans, satisfy debt service requirements, fulfill other cash requirements, and return capital to stockholders. We continuously monitor the capital markets to evaluate the effect that changes in market conditions may have on our ability to fund our liquidity needs.

At December 31, 2023, our corporate debt, net of cash and equivalents, to Adjusted EBITDA ratio was 3.7, above our targeted range of 2.5 to 3.0. We have no material maturities of corporate debt until the third quarter of 2025.

As of December 31, 2023, the interest rate applicable to approximately 80% of our total corporate debt, excluding finance leases and including the impact of interest rate hedges, was effectively fixed. The weighted average interest rate of our total corporate debt, excluding finance leases and including the impact of interest rate hedges, was 3.9% as of December 31, 2023. Approximately 70% of our corporate debt will be fixed once our interest rate hedges mature in April 2024.

Sources of Liquidity

Cash from Operations

Our primary sources of funds from operations are (1) cash sales and down payments on financed sales, (2) cash from our financing operations, including principal and interest payments received on outstanding vacation ownership notes receivable, (3) cash from fee-based membership, exchange and rental transactions, and (4) net cash generated from our rental and resort management and other services operations.

Vacation Ownership Notes Receivable Securitizations

We periodically securitize, without recourse, through bankruptcy remote special purpose entities, the majority of the notes receivable originated in connection with the sale of vacation ownership products to institutional investors in the ABS term securitization market. These vacation ownership notes receivable securitizations provide liquidity for general corporate purposes. In a vacation ownership notes receivable term securitization, several classes of debt securities issued by a special purpose entity are generally collateralized by a single pool of transferred assets, which consist of vacation ownership notes receivable. In connection with each vacation ownership notes receivable securitization, we may retain all or a portion of the securities that are issued. Typically, we receive cash at inception of the term securitization transaction for the amount of notes issued less fees and monies held in reserve and we receive cash during the life of the transaction in amounts reflecting the excess spread of interest received on the related vacation ownership notes receivable less the interest payable on the ABS securities, less administrative fees and amounts from related vacation ownership notes receivable that default. We completed two term securitization transactions in 2023 resulting in net proceeds of $806 million.

Each of the securitized vacation ownership notes receivable transactions contains various triggers relating to the performance of the underlying vacation ownership notes receivable. If a pool of securitized vacation ownership notes receivable fails to perform within the pool’s parameters (default or delinquency thresholds vary by transaction), transaction provisions effectively redirect the monthly excess spread of interest accruing on the related vacation ownership notes receivable less the interest accruing on the ABS securities and fees we would otherwise receive from

that pool (attributable to the interests we retained) to accelerate the principal payments to investors (taking into account the subordination of the different tranches to the extent there are multiple tranches) until the performance trigger is cured. During 2023, and as of December 31, 2023, we had 14 term securitization transactions outstanding, all of which were in compliance with their respective required parameters. Since 2000, we have issued approximately $8.9 billion of debt securities in securitization transactions in the term ABS market, excluding amounts securitized through warehouse credit facilities or private bank transactions.

On an ongoing basis, we have the ability to use our Warehouse Credit Facility to securitize, on a revolving non-recourse basis, eligible consumer loans derived from certain vacation ownership sales. Those loans may later be transferred to term securitization transactions in the ABS market, which typically occur twice a year. During 2023, we amended certain agreements associated with our Warehouse Credit Facility, which increased the borrowing capacity from $425 million to $500 million and extended the revolving period from July 28, 2024 to May 31, 2025. At December 31, 2023, we had $150 million of borrowings outstanding on our Warehouse Credit Facility.

As of December 31, 2023, $60 million of gross vacation ownership notes receivable were eligible for securitization. See Footnote 15 “Securitized Debt’ and Footnote 19 “Variable Interest Entities” for further information on these facilities.

Revolving Corporate Credit Facility

Our Revolving Corporate Credit Facility, which expires on March 31, 2027, provides for up to $750 million of aggregate borrowings for general corporate needs, including working capital, capital expenditures, letters of credit, and acquisitions. At December 31, 2023, $105 million of borrowings were outstanding on our Revolving Corporate Credit Facility and $24 million of letters of credit were outstanding. See Footnote 16 “Debt” to our Financial Statements for more information on interest rates pertaining to this facility.

Redemption of Senior Secured Notes

During 2023, we redeemed, prior to maturity, the remaining $250 million of the 2025 Notes outstanding pursuant to a redemption notice issued in 2022. In connection with this redemption, we incurred charges of $10 million, including a redemption premium and the write-off of unamortized debt issuance costs, which were recorded in Gains (losses) and other income (expense), net on our Income Statement for the year ended December 31, 2023.

Uses of Cash

We minimize our working capital needs through cash management, strict credit-granting policies, and disciplined collection efforts. Our working capital needs fluctuate throughout the year given the timing of annual maintenance fees on unsold inventory we pay to owners’ associations and certain annual compensation-related outflows. In addition, our cash from operations varies due to the timing of repayment by owners of vacation ownership notes receivable, the closing or recording of sales contracts for vacation ownership products, financing propensity, and cash outlays for inventory acquisitions and development.

Seasonality

Our cash flow from operations fluctuates during the year due to the timing of certain receipts and contractual and compensation-related payments. Significant changes in cash flow can result from the timing of our collection of maintenance fees, club dues, and other customer payments, which typically occurs in either the fourth quarter or the first quarter of each year. Generally, cash outflows related to our payment of maintenance fees associated with unsold inventory occurs in the fourth quarter for our points-based products, and in the first quarter for our weeks-based products. In addition, during the first quarter of each year, we generally have significant variable compensation-related cash outflows associated with payment of annual bonuses.

Operations

In addition to net income and adjustments for non-cash items, the following are key drivers of our cash flow from operating activities:

Inventory Spending Less Than (In Excess of) Cost of Sales


	Fiscal Years
($ in millions)	2023		2022		2021
Inventory spending	$	(89)	$	(138)	$	(153)
Purchase of property for future transfer to inventory	(27)		(12)		(98)
Inventory costs	176		242		212
Inventory spending less than (in excess of) cost of sales	$	60	$	92	$	(39)

Although we have significant inventory on hand, we intend to continue selectively pursuing growth opportunities by targeting high-quality inventory that allows us to add desirable new destinations to our systems with new on-site sales locations. Where possible, we will structure transactions to limit our up-front capital investment and allow us to purchase finished inventory closer to the time it is needed for sale. These capital efficient vacation ownership transaction structures may consist of the development of new inventory, or the conversion of previously built units, by third parties. In addition, we may develop inventory on balance sheet in key markets where we believe the opportunities will generate acceptable risk adjusted returns.

Through our existing VOI repurchase program, we proactively acquire previously sold VOIs from owners’ associations and individual owners at lower costs than would be required to develop new inventory. Among other reasons for repurchasing inventory, we expect these repurchases will stabilize the future cost of our vacation ownership products.

Our spending for real estate inventory in 2023 was lower than our cost of sales and was primarily related to our purchases under our VOI repurchase programs. Purchase of property for future transfer to inventory included the acquisition of property in Savannah, Georgia and Charleston, South Carolina in 2023. We expect inventory spending to again be less than cost of sales for 2024.

Vacation Ownership Notes Receivable Collections Less Than of Originations


	Fiscal Years
($ in millions)	2023		2022		2021
Vacation ownership notes receivable collections — non-securitized	$	152	$	196	$	129
Vacation ownership notes receivable collections — securitized	444		446		557
Vacation ownership notes receivable originations	(987)		(980)		(750)
Vacation ownership notes receivable collections less than originations	$	(391)	$	(338)	$	(64)

Vacation ownership notes receivable collections were less than originations in 2023, 2022 and 2021 due to the growth of the average vacation ownership notes receivable portfolio.

Repurchase of Common Stock

The following table summarizes share repurchase activity under our current share repurchase program:


($ in millions, except per share amounts)	Number of Shares Repurchased	Cost Basis of Shares Repurchased		Average Price Paid per Share
As of December 31, 2022	22,773,218	$	2,119	$	93.06
For the year ended December 31, 2023	2,367,855	286		120.55
As of December 31, 2023	25,141,073	$	2,405	$	95.65

See Footnote 17 “Stockholders' Equity” to our Financial Statements for further information related to our current share repurchase program.

Payment of Dividends to Common Stockholders

We distributed cash dividends to holders of common stock during the year ended December 31, 2023 as follows:

Declaration Date

Stockholder Record Date

Distribution Date

Dividend per Share

December 1, 2022

December 22, 2022

January 5, 2023

$0.72

February 16, 2023

March 2, 2023

March 16, 2023

$0.72

May 11, 2023

May 25, 2023

June 8, 2023

$0.72

September 7, 2023

September 21, 2023

October 5, 2023

$0.72

On December 7, 2023, our Board of Directors declared a quarterly dividend of $0.76 per share that was paid subsequent to the end of 2023, on January 4, 2024, to stockholders of record as of December 21, 2023.

Subsequent to the end of 2023, on February 15, 2024, our Board of Directors declared a quarterly dividend of $0.76 per share to be paid on March 14, 2024 to stockholders of record as of February 29, 2024.

We currently expect to pay quarterly dividends in the future, but any future dividend payments will be subject to Board approval, which will depend on our financial condition, results of operations and capital requirements, as well as applicable law, regulatory constraints, industry practice, and other business considerations that our Board considers relevant. In addition, our Corporate Credit Facility and the indentures governing our senior notes contain restrictions on our ability to pay dividends, and the terms of agreements governing debt that we may incur in the future may also limit or prohibit the payment of dividends. The payment of certain cash dividends may also result in an adjustment to the conversion rate of our convertible notes in a manner adverse to us. Accordingly, there can be no assurance that we will pay dividends in the future at any particular rate or at all.

Material Cash Requirements

The following table summarizes our future material cash requirements from known contractual or other obligations as of December 31, 2023:


			Payments Due by Period
($ in millions)	Total		Less Than 1 Year		1 - 3 Years		3 - 5 Years		More Than 5 Years
Debt(1)	$	3,256	$	118	$	1,517	$	1,111	$	510
Securitized debt(1) (2)	2,680		287		675		496		1,222
Purchase obligations(3)	468		204		219		40		5
Operating lease obligations	125		24		41		23		37
Finance lease obligations(4)(5)	525		17		29		24		455
Other long-term obligations	18		14		3		1		—
	$	7,072	$	664	$	2,484	$	1,695	$	2,229

(1)Includes principal as well as interest payments and excludes unamortized debt discount and issuance costs.

(2)Payments based on estimated timing of cash flow associated with securitized notes receivable.

(3)Arrangements are considered purchase obligations if a contract specifies all significant terms, including fixed or minimum quantities to be purchased, a pricing structure, and approximate timing of the transaction. Amounts reflected herein represent expected funding under such contracts and primarily relate to future purchases of vacation ownership units and information technology assets (hardware and software). Amounts reflected on the consolidated balance sheet as accounts payable and accrued liabilities are excluded from the table above.

(4)Includes interest.

(5)The lease term of the finance lease arrangement for our new corporate headquarters office building located in Orlando, Florida commenced for accounting purposes during the first quarter of 2023, upon substantial completion of construction. See Footnote 14 “Leases” to our Financial Statements for additional information on this lease.

In the normal course of our resort management business, we enter into purchase commitments on behalf of owners’ associations to manage the daily operating needs of our resorts. Since we are reimbursed for these commitments from the cash flows of the owners’ associations, these obligations have minimal impact on our net income and cash flow. These purchase commitments are excluded from the table above.

Supplemental Guarantor Information

The 2028 Notes are guaranteed by MVWC, Marriott Ownership Resorts, Inc. (“MORI”), and certain other subsidiaries whose voting securities are wholly owned directly or indirectly by MORI (such subsidiaries collectively, the “Senior Notes Guarantors”). These guarantees are full and unconditional and joint and several. The guarantees of the Senior Notes Guarantors are subject to release in limited circumstances only upon the occurrence of certain customary conditions.

The following tables present consolidating financial information as of December 31, 2023, and for the fiscal year ended December 31, 2023, for MVWC and MORI on a stand-alone basis (collectively, the “Issuers”), the Senior Notes Guarantors, the combined non-guarantor subsidiaries of MVWC, and MVW on a consolidated basis.

Condensed Consolidating Balance Sheet


	As of December 31, 2023
	Issuers				Senior Notes Guarantors		Non-Guarantor Subsidiaries		Total Eliminations		MVW Consolidated
($ in millions)	MVWC		MORI
Cash and cash equivalents	$	—	$	20	$	96	$	132	$	—	$	248
Restricted cash	—		25		153		148		—		326
Accounts and contracts receivable, net	30		106		142		120		(13)		385
Vacation ownership notes receivable, net	—		121		176		2,046		—		2,343
Inventory	—		186		336		112		—		634
Property and equipment, net	—		265		736		259		—		1,260
Goodwill	—		—		3,117		—		—		3,117
Intangibles, net	—		—		822		32		—		854

Investments in subsidiaries	3,421		3,943		—		—		(7,364)		—
Other	122		126		279		118		(132)		513
Total assets	$	3,573	$	4,792	$	5,857	$	2,967	$	(7,509)	$	9,680

Accounts payable	$	55	$	30	$	196	$	81	$	—	$	362
Advance deposits	—		65		83		16		—		164
Accrued liabilities	5		95		137		113		(7)		343
Deferred revenue	—		7		169		213		(7)		382
Payroll and benefits liability	—		91		86		28		—		205
Deferred compensation liability	—		126		39		3		—		168
Securitized debt, net	—		—		—		2,121		(25)		2,096
Debt, net	1,131		1,736		177		5		—		3,049

Other	—		2		229		18		—		249
Deferred taxes	—		124		242		19		(105)		280
MVW stockholders' equity	2,382		2,516		4,499		350		(7,365)		2,382

Total liabilities and equity	$	3,573	$	4,792	$	5,857	$	2,967	$	(7,509)	$	9,680

Condensed Consolidating Statement of Income


	2023
	Issuers				Senior Notes Guarantors		Non-Guarantor Subsidiaries		Total Eliminations		MVW Consolidated
($ in millions)	MVWC		MORI
Revenues	$	—	$	962	$	2,731	$	1,075	$	(41)	$	4,727
Expenses	(25)		(1,127)		(2,458)		(760)		41		(4,329)
Benefit from (provision for) income taxes	12		25		(90)		(93)		—		(146)
Equity in net income (loss) of subsidiaries	267		439		—		—		(706)		—
Net income (loss)	254		299		183		222		(706)		252
Net loss attributable to noncontrolling interests	—		—		—		2		—		2
Net income (loss) attributable to common stockholders	$	254	$	299	$	183	$	224	$	(706)	$	254

Recent Accounting Pronouncements

See Footnote 2 “Summary of Significant Accounting Policies” to our Financial Statements for a discussion of recently issued accounting pronouncements, including information about new accounting standards and the future adoption of such standards.

Critical Accounting Estimates

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect reported amounts and related disclosures. Management considers an accounting estimate to be critical if: (1) it requires assumptions to be made that are uncertain at the time the estimate is made; and (2) changes in the estimate, or different estimates that could have been selected, could have a material effect on our results of operations or financial condition.

While we believe that our estimates, assumptions, and judgments are reasonable, they are based on information presently available. Actual results may differ significantly. Additionally, changes in our assumptions, estimates or assessments as a result of unforeseen events or otherwise could have a material impact on our consolidated financial position or results of operations.

See Footnote 2 “Summary of Significant Accounting Policies” to our Financial Statements for further information related to our critical accounting policies and estimates, which are as follows:

•Revenue recognition, including how we recognize revenue under ASC Topic 606 “Revenue from Contracts with Customers” for the sale of vacation ownership products, including our estimates of variable consideration. Revisions to estimates of variable consideration from the sale of vacation ownership products impact the reserve on originated vacation ownership notes receivable and can increase or decrease revenue. See Footnote 6 “Vacation Ownership Notes Receivable” to our Financial Statements for further information on our assessments of our originated vacation ownership notes receivable reserve.

•Inventories and cost of vacation ownership products, which requires estimation of future revenues and product costs to apply a relative sales value method specific to the vacation ownership industry and how we evaluate the fair value of our vacation ownership inventory.

•Valuation of goodwill and other intangible assets, including how we determine the fair value of goodwill and our other intangible assets and reporting units, and how we determine when an impairment loss should be recorded. During the fourth quarter of 2023, we conducted our annual goodwill impairment test and did not record any impairment charges. The estimated fair values of our reporting units exceeded their carrying amounts at the date of their most recent estimated fair value determination. During 2023, we evaluated our other intangible assets for impairment and did not record any impairment charges.

•Accounting for acquired vacation ownership notes receivable, where estimates of future cash flows are based largely on the customer class and the results of our static pool analysis. In addition, the valuation of acquired vacation ownership notes receivable includes a material estimate of the fair value of the underlying collateral which would be retained in the event of customer default. See further discussion included in Footnote 6 “Vacation Ownership Notes Receivable” to our Financial Statements.

•Loss contingencies, including information on how we account for loss contingencies. Accruals for contingent liabilities are recorded when it is probable that a liability has been incurred, or an asset impaired, and the amount of the loss can be reasonably estimated. Liabilities accrued for legal matters require judgments regarding projected outcomes and range of loss based on historical litigation and settlement experience, recommendations of legal counsel and, if applicable, other experts.

•Income taxes, including the accounting related to uncertain tax positions and the determination of valuation allowances on our deferred tax assets. The recognition and measurement of uncertain tax positions involves consideration of the amounts and probabilities of various outcomes that could be realized upon ultimate resolution. Tax valuation allowances are established to reduce deferred tax assets, such as tax loss carryforwards, to net realizable value. Factors considered in estimating net realizable value include historical results by tax jurisdiction, carryforward periods, income tax strategies and forecasted taxable income.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk.

We are exposed to market risk from changes in interest rates, currency exchange rates, and debt prices. We manage our exposure to these risks by monitoring available financing alternatives, through pricing policies that may take into account currency exchange rates, and by entering into derivative arrangements.

We are exposed to interest rate risk through borrowings on our Warehouse Credit Facility and our Corporate Credit Facility, which includes our Revolving Corporate Credit Facility and our Term Loan, as these facilities bear interest at variable rates. All other interest bearing debt, including securitized debt, incurs interest at fixed rates. Changes in interest rates also impact the fair value of our fixed-rate vacation ownership notes receivable and our fixed-rate debt.

We manage the interest rate risk on our corporate debt through the use of a combination of fixed-rate debt and interest rate swaps (certain of which expired in September 2023 and the remaining outstanding interest rate swaps will expire in April 2024) that fix a portion of our variable-rate debt. At December 31, 2023, after considering the impact of interest rate swap agreements and excluding finance leases, the interest rate applicable to approximately 80% of our corporate debt was effectively fixed and the interest rate applicable to the remaining 20% (approximately $589 million) was variable. Assuming no outstanding balance on our Revolving Corporate Credit Facility, a 100 basis point increase in the underlying benchmark rate on our variable-rate debt at December 31, 2023 would result in an increase of approximately $5 million in annual cash interest due to the impact of our hedging arrangements discussed in Footnote 16 “Debt” to our Financial Statements. Assuming we had no outstanding hedging arrangements and no outstanding balance on our Revolving Corporate Credit Facility, a 100 basis point increase in the underlying benchmark rate on our variable-rate debt at December 31, 2023 would result in an annual increase in cash interest of approximately $8 million.

The following table presents the scheduled maturities and the total fair value as of year-end 2023 for our financial instruments that are impacted by market risks:


($ in millions)	Average Interest Rate	Maturities by Period
		2024		2025		2026		2027		2028		There-after		Total Carrying Value		Total Fair Value
Assets – Maturities represent expected principal receipts; fair values represent assets
Vacation ownership notes receivable — non-securitized	12.0%	$	63	$	42	$	40	$	40	$	38	$	208	$	431	$	433
Vacation ownership notes receivable — securitized	13.3%	$	171	$	176	$	181	$	183	$	181	$	1,020	$	1,912	$	1,994
Contracts receivable for financed VOI sales, net	12.6%	$	3	$	3	$	3	$	3	$	3	$	22	$	37	$	37
Liabilities – Maturities represent expected principal payments; fair values represent liabilities
Securitized debt	4.6%	$	(193)	$	(196)	$	(319)	$	(192)	$	(189)	$	(1,032)	$	(2,121)	$	(2,068)
Term Loan	7.2%	$	—	$	(784)	$	—	$	—	$	—	$	—	$	(784)	$	(784)
Revolving Corporate Credit Facility	7.5%	$	—	$	—	$	—	$	(105)	$	—	$	—	$	(105)	$	(105)
Senior Notes
2028 Notes	4.8%	$	—	$	—	$	—	$	—	$	(350)	$	—	$	(350)	$	(322)
2029 Notes	4.5%	$	—	$	—	$	—	$	—	$	—	$	(500)	$	(500)	$	(445)
2026 Convertible Notes	—%	$	—	$	—	$	(575)	$	—	$	—	$	—	$	(575)	$	(508)
2027 Convertible Notes	3.3%	$	—	$	—	$	—	$	(575)	$	—	$	—	$	(575)	$	(513)
Non-interest bearing note payable	—%	$	(4)	$	—	$	—	$	—	$	—	$	—	$	(4)	$	(4)

We are exposed to currency exchange rate risk through investments in foreign subsidiaries that transact business in a currency other than the U.S. dollar and through the revaluation of assets and liabilities denominated in a currency other than the functional currency.

We use derivative instruments as part of our overall strategy to manage our exposure to market risks associated with fluctuations in interest rates and currency exchange rates. As a matter of policy, we only enter into transactions that we believe will be highly effective at offsetting the underlying risk and we do not use derivatives for trading or speculative purposes. However, we cannot assure you that these transactions will be as effective as we anticipate.

Item 8. Financial Statements and Supplementary Data

The following financial information is included on the pages indicated.


			Page
Financial Statements and Supplementary Data			71
Management’s Report on Internal Control Over Financial Reporting			72
Report of Independent Registered Public Accounting Firm (PCAOB ID: ) Internal Control Over Financial Reporting			73
Report of Independent Registered Public Accounting Firm (PCAOB ID: ) Financial Statements			74
Financial Statements			76
Consolidated Statements of Income			76
Consolidated Statements of Comprehensive Income			77
Consolidated Balance Sheets			78
Consolidated Statements of Cash Flows			79
Consolidated Statements of Stockholders’ Equity			81
Notes to Consolidated Financial Statements			83
1. Basis of Presentation			83
2. Summary of Significant Accounting Policies			84
3. Acquisitions and Dispositions			96
4. Revenue			98
5. Income Taxes			101
6. Vacation Ownership Notes Receivable			103
7. Financial Instruments			109
8. Earnings per Share			111
9. Inventory			112
10. Property and Equipment			113
11. Goodwill			113
12. Intangibles			113
13. Contingencies and Commitments			114
14. Leases			115
15. Securitized Debt			117
16. Debt			119
17. Stockholders ' Equity			123
18. Share-based Compensation			124
19. Variable Interest Entities			126
20. Business Segments			128
21. Impairment and Restructuring			130

MANAGEMENT’S REPORT ON

INTERNAL CONTROL OVER FINANCIAL REPORTING

Management of Marriott Vacations Worldwide Corporation (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting and for the assessment of the effectiveness of internal control over financial reporting. The Company’s internal control over financial reporting is designed to provide reasonable assurance on the reliability of financial reporting and the preparation of the consolidated financial statements in accordance with U.S. generally accepted accounting principles.

The Company’s internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the Company’s transactions and dispositions of the Company’s assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of the consolidated financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of the Company’s management and directors; and (3) provide reasonable assurance on prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In connection with the preparation of the Company’s annual consolidated financial statements, management has undertaken an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the “COSO criteria”).

Based on this assessment, management has concluded that, applying the COSO criteria, as of December 31, 2023, the Company’s internal control over financial reporting was effective to provide reasonable assurance of the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

Ernst & Young LLP, the independent registered public accounting firm that audited the Company’s consolidated financial statements included in this report, has issued a report on the effectiveness of the Company’s internal control over financial reporting, a copy of which appears on the next page of this Annual Report on Form 10-K.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of Marriott Vacations Worldwide Corporation

Opinion on Internal Control Over Financial Reporting

We have audited Marriott Vacations Worldwide Corporation’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Marriott Vacations Worldwide Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and our report dated February 27, 2024 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

/s/ Ernst & Young LLP

Orlando, Florida

February 27, 2024

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of Marriott Vacations Worldwide Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Marriott Vacations Worldwide Corporation (the Company) as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 27, 2024 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.


Cost of Vacation Ownership Products

Description of the Matter			The Company’s cost of vacation ownership products was $224 million for the year ended December 31, 2023. As discussed in Note 2 to the consolidated financial statements, the Company accounts for the cost of vacation ownership products utilizing the relative sales value method in accordance with the authoritative guidance for accounting for real estate time-sharing transactions. Changes in estimates used in applying the relative sales value method are recognized in the period that the changes occur.
			Auditing the Company’s application of the relative sales value method was challenging due to the nature and extent of audit effort required as the calculations are complex and contain a significant volume of data. Additionally, the determination of the cost of vacation ownership products was sensitive to the selection and application of assumptions used in estimating future revenues from sale of vacation ownership products which are affected by expectations about future market and economic conditions.


Cost of Vacation Ownership Products

How We Addressed the Matter in Our Audit			We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s process to determine the cost of vacation ownership products. For example, we tested controls over management’s review of the calculations, including the inputs and certain estimates, such as estimated future revenue from sale of vacation ownership products. To test the cost of vacation ownership products, we performed audit procedures that included, among others, assessing the methodologies used, evaluating the estimates discussed above and testing the completeness and accuracy of the data used by the Company in the calculations. For example, we agreed inputs to the calculations to historical data and source documentation and evaluated the estimates used in the calculations, such as estimated future revenue from sale of vacation ownership products, utilizing historical operating results. We involved real estate subject matter resources on our team because the application of the relative sales value method is unique to companies in the real estate time-sharing industry.


Valuation of Originated and Acquired Vacation Ownership Notes Receivable

Description of the Matter			As of December 31, 2023, the Company’s vacation ownership notes receivable was $2,343 million, of which $2,178 million related to originated vacation ownership notes receivable and $165 million related to acquired vacation ownership notes receivable. As discussed in Note 2 to the consolidated financial statements, for originated notes, the Company records the difference between the vacation ownership note receivable and variable consideration included in the transaction price for the sale of the related vacation ownership products as a reserve on the Company’s originated vacation ownership notes receivable. The Company’s acquired vacation ownership notes receivable are accounted for using the purchased credit deteriorated assets provision of the current expected credit loss model, whereby the Company estimates the reserve of its acquired vacation ownership receivables on a quarterly basis and any changes in the reserve are recorded as financing expense. The estimates of the variable consideration for originated vacation ownership notes receivable and the reserve for credit losses on the acquired vacation ownership notes receivable are based on default rates that are an output of the Company’s static pool analyses and the estimates regarding future defaults. Auditing the Company’s valuation of originated and acquired vacation ownership notes receivable was challenging due to the nature and extent of audit effort required to test the static pool analyses, which are complex and contain a significant volume of data. Furthermore, the valuation of originated and acquired vacation ownership notes receivable was sensitive to management’s assumptions regarding future default rates.

How We Addressed the Matter in Our Audit			We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s vacation ownership notes receivable process. For example, we tested controls over management’s review of the static pool analyses, including the significant inputs to the analyses, and review of the assumption regarding future default rates. To test the valuation of originated and acquired vacation ownership notes receivable, we performed audit procedures that included, among others, assessing the methodology used, evaluating the assumptions regarding future default rates as discussed above, and testing the completeness and accuracy of the static pool analyses, including the significant inputs to the analyses. For example, we agreed inputs to the static pool analyses to historical data and source documentation. We also compared the assumptions regarding future defaults to the Company’s historical and current default rates and performed a retrospective review of the defaults projected from the analyses. We involved real estate subject matter resources on our team because the static pool analyses are unique to companies in the real estate time-sharing industry.

/s/

We have served as the Company’s auditor since 2011.

February 27, 2024

MARRIOTT VACATIONS WORLDWIDE CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

Fiscal Years 2023, 2022 and 2021

(In millions, except per share amounts)


	2023	2022	2021
REVENUES
Sale of vacation ownership products	$	$	$
Management and exchange
Rental
Financing
Cost reimbursements
TOTAL REVENUES
EXPENSES
Cost of vacation ownership products
Marketing and sales
Management and exchange
Rental
Financing
General and administrative
Depreciation and amortization
Litigation charges
Restructuring
Royalty fee
Impairment
Cost reimbursements
TOTAL EXPENSES
Gains (losses) and other income (expense), net			()
Interest expense, net	()	()	()
Transaction and integration costs	()	()	()
Other	()
INCOME BEFORE INCOME TAXES AND NONCONTROLLING INTERESTS
Provision for income taxes	()	()	()
NET INCOME
Net loss (income) attributable to noncontrolling interests			()
NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	$	$

EARNINGS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS
Basic	$	$	$
Diluted	$	$	$

CASH DIVIDENDS DECLARED PER SHARE	$	$	$

See Notes to Consolidated Financial Statements

MARRIOTT VACATIONS WORLDWIDE CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Fiscal Years 2023, 2022 and 2021

(In millions)


	2023	2022	2021
NET INCOME	$	$	$

Foreign currency translation adjustments
Reclassification of foreign currency translation adjustments realized upon disposition of entities		()
Derivative instrument adjustment, net of tax	()
OTHER COMPREHENSIVE INCOME, NET OF TAX

Net loss (income) attributable to noncontrolling interests			()
COMPREHENSIVE LOSS (INCOME) ATTRIBUTABLE TO NONCONTROLLING INTERESTS			()

COMPREHENSIVE INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	$	$

See Notes to Consolidated Financial Statements

MARRIOTT VACATIONS WORLDWIDE CORPORATION

CONSOLIDATED BALANCE SHEETS

Fiscal Year-End 2023 and 2022

(In millions, except share and per share data)


	2023	2022
ASSETS
Cash and cash equivalents	$	$
Restricted cash (including $ and $ from VIEs, respectively)
Accounts and contracts receivable, net (including $ and $ from VIEs, respectively)
Vacation ownership notes receivable, net (including $ and $ from VIEs, respectively)
Inventory
Property and equipment, net
Goodwill
Intangibles, net
Other (including $ and $ from VIEs, respectively)
TOTAL ASSETS	$	$

LIABILITIES AND EQUITY
Accounts payable	$	$
Advance deposits
Accrued liabilities (including $ and $ from VIEs, respectively)
Deferred revenue
Payroll and benefits liability
Deferred compensation liability
Securitized debt, net (including $ and $ from VIEs, respectively)
Debt, net
Other
Deferred taxes
TOTAL LIABILITIES
Contingencies and Commitments (Note 13)
Preferred stock — $ par value; shares authorized; issued or outstanding
Common stock — $ par value; shares authorized; and shares issued, respectively
Treasury stock — at cost; and shares, respectively	()	()
Additional paid-in capital
Accumulated other comprehensive income
Retained earnings
TOTAL MVW STOCKHOLDERS' EQUITY
Noncontrolling interests
TOTAL EQUITY
TOTAL LIABILITIES AND EQUITY	$	$

The abbreviation VIEs above means Variable Interest Entities.

See Notes to Consolidated Financial Statements

MARRIOTT VACATIONS WORLDWIDE CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

Fiscal Years 2023, 2022 and 2021

(In millions)


	2023	2022	2021
OPERATING ACTIVITIES
Net income	$	$	$
Adjustments to reconcile net income to net cash, cash equivalents, and restricted cash provided by operating activities:
Depreciation and amortization of intangibles
Amortization of debt discount and issuance costs
Vacation ownership notes receivable reserve
Share-based compensation
Impairment charges
Gains and other income, net	()	()
Deferred income taxes	()
Net change in assets and liabilities, net of the effects of acquisition:
Accounts and contracts receivable	()	()
Vacation ownership notes receivable originations	()	()	()
Vacation ownership notes receivable collections
Inventory
Other assets	()	()	()
Accounts payable, advance deposits and accrued liabilities
Deferred revenue		()
Payroll and benefit liabilities	()
Deferred compensation liability
Other liabilities		()
Deconsolidation of certain Consolidated Property Owners' Associations		()	()
Purchase of property for future transfer to inventory	()	()	()
Other, net	()
Net cash, cash equivalents, and restricted cash provided by operating activities
INVESTING ACTIVITIES
Acquisition of a business, net of cash and restricted cash acquired			()
Proceeds from disposition of subsidiaries, net of cash and restricted cash transferred
Capital expenditures for property and equipment (excluding inventory)	()	()	()
Issuance of note receivable to VIE		()
Proceeds from collection of note receivable from VIE
Purchase of company owned life insurance	()	()	()
Dispositions, net
Other, net
Net cash, cash equivalents, and restricted cash (used in) provided by investing activities	()		()

Continued

See Notes to Consolidated Financial Statements

MARRIOTT VACATIONS WORLDWIDE CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

Fiscal Years 2023, 2022 and 2021

(In millions)


	2023	2022	2021
FINANCING ACTIVITIES
Borrowings from securitization transactions
Repayment of debt related to securitization transactions	()	()	()
Proceeds from debt
Repayments of debt	()	()	()
Purchase of convertible note hedges		()	()
Proceeds from issuance of warrants
Finance lease incentive
Finance lease payment	()	()	()
Payment of debt issuance costs	()	()	()
Repurchase of common stock	()	()	()
Payment of dividends	()	()	()
Payment of withholding taxes on vesting of restricted stock units	()	()	()
Net cash, cash equivalents, and restricted cash used in financing activities	()	()	()
Effect of changes in exchange rates on cash, cash equivalents, and restricted cash		()	()
Change in cash, cash equivalents, and restricted cash	()		()
Cash, cash equivalents, and restricted cash, beginning of year
Cash, cash equivalents, and restricted cash, end of year	$	$	$

SUPPLEMENTAL DISCLOSURES
Non-cash issuance of debt in connection with asset acquisition	$	$	$
Non-cash issuance of treasury stock in connection with Welk Acquisition
Non-cash transfer from inventory to property and equipment
Non-cash transfer from property and equipment to inventory
Non-cash transfer from other assets to property and equipment
Non-cash issuance of treasury stock for employee stock purchase plan

Dividends payable
Interest paid, net of amounts capitalized
Income taxes paid, net of refunds (income tax refunds, net of income taxes paid)			()

See Notes to Consolidated Financial Statements

MARRIOTT VACATIONS WORLDWIDE CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Fiscal Years 2023, 2022 and 2021

(In millions)

Common Stock Issued

Common Stock

Treasury Stock

Additional Paid-In Capital

Accumulated Other Comprehensive (Loss) Income

Retained Earnings

Total MVW Stockholders' Equity

Non-controlling Interests

Total Equity

BALANCE AT YEAR-END 2020

()

—

Net income

—

Welk Acquisition

—

Foreign currency translation adjustments

—

Derivative instrument adjustment

—

Share-based compensation plans

—

Equity component of convertible notes, net of issuance costs

—

Purchase of convertible note hedges

—

()

—

()

—

()

—

Issuance of warrants

—

Repurchase of common stock

—

()

—

()

—

()

—

Dividends

—

()

—

()

—

Employee stock plan issuance

—

Deconsolidation of certain Consolidated Property Owners' Associations

—

()

BALANCE AT YEAR-END 2021

()

—

Impact of adoption of ASU 2020-06

—

()

—

()

—

()

OPENING BALANCE 2022

()

—

Net income

—

Foreign currency translation adjustments

—

Reclassification of foreign currency translation adjustments realized upon disposition of subsidiary

—

()

—

()

—

()

—

Derivative instrument adjustment

—

Adjustment for 2022 Convertible Note Hedges

—

Tax effect on equity, convertible notes

—

Share-based compensation plans

—

Purchase of convertible note hedges

—

()

—

()

—

()

—

Issuance of warrants

—

Expiration of warrants

—

()

—

()

—

()

—

Repurchase of common stock

—

()

—

()

—

()

—

Dividends

—

()

—

()

—

Employee stock plan issuance

—

Deconsolidation of certain Consolidated Property Owners' Associations

—

()

BALANCE AT YEAR-END 2022

()

Continued - See Notes to Consolidated Financial Statements

MARRIOTT VACATIONS WORLDWIDE CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (CONTINUED)

Fiscal Years 2023, 2022 and 2021

(In millions)

))))

Common Stock Issued

Common Stock

Treasury Stock

Additional Paid-In Capital

Accumulated Other Comprehensive (Loss) Income

Retained Earnings

Total MVW Stockholders' Equity

Non-controlling Interests

Total Equity

BALANCE AT YEAR-END 2022

()

—

Net income (loss)

—

()

—

Foreign currency translation adjustments

—

Derivative instrument adjustment

—

()

—

()

—

()

Share-based compensation plans

—

Repurchase of common stock

—

()

—

()

—

()

—

Dividends

—

()

—

()

(1)Goodwill is calculated as total consideration transferred, net of cash acquired, less identified net assets acquired. It represents the value that we expect to obtain from growth opportunities from our combined operations and is not deductible for tax purposes.

Pro Forma Results of Operations

The following unaudited pro forma information presents the combined results of operations of Marriott Vacations Worldwide and Legacy-Welk as if we had completed the Welk Acquisition on December 31, 2019, the last day of our 2019 fiscal year, but using the estimates of the fair values of assets and liabilities as of the Welk Acquisition Date set forth above. As required by GAAP, these unaudited pro forma results do not reflect any synergies from operating efficiencies.

Welk Acquisition-related costs included in the unaudited pro forma results below for 2021.


($ in millions, except per share data)			2021
Revenues			$
Net income			$
Net income attributable to common stockholders			$
EARNINGS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS
Basic			$
Diluted			$

Other Acquisitions

Savannah, Georgia

During 2023, we acquired a property in Savannah, Georgia for $ million. We plan to convert the property into a -unit vacation ownership property. The transaction was accounted for as an asset acquisition and was recorded in Property and equipment, net.

Charleston, South Carolina

During 2023, we acquired a parcel of land and an adjacent retail space in Charleston, South Carolina for $ million. We plan to develop the parcel of land into a -unit vacation ownership property and use a portion of the retail space to operate a sales center. The transaction was accounted for as an asset acquisition and was recorded in Property and equipment, net.

Bali

During 2022, we acquired completed vacation ownership units, as well as a sales center, located in Bali, Indonesia for $ million. The transaction was accounted for as an asset acquisition and the purchase price was allocated to Property and equipment, net. As consideration for the acquisition, we paid $ million in cash and issued a non-interest bearing note payable for $ million, of which $ million was repaid in the first quarter of 2023. Further, we reclassified $ million of previous deposits associated with the project from Other assets to Property and equipment, net.

Costa Rica

During 2021, we acquired completed vacation ownership units and an operations building located in Costa Rica for $ million. We accounted for the transaction as an asset acquisition with the purchase price allocated to Inventory ($ million) and Property and equipment, net ($ million).

New York, New York

During 2021, we acquired the remaining completed vacation ownership units located at our Marriott Vacation Club Pulse, New York City property for $ million. We accounted for the transaction as an asset acquisition with the purchase price allocated to Property and equipment, net.

San Francisco, California

During 2021, we acquired completed vacation ownership units at our Marriott Vacation Club Pulse, San Francisco property for $ million. We accounted for the transaction as an asset acquisition with the purchase price allocated to Inventory ($ million) and Other assets ($ million).

Additionally, during 2021, we completed the purchase of the remaining inventory at our Marriott Vacation Club Pulse, San Francisco property and wrote off the outstanding management fee receivables deemed uncollectible of $ million, which was recorded in the Management and exchange expense line on our Income Statement for the year ended December 31, 2021. As part of the purchase, we acquired the remaining completed vacation ownership units, as well as an onsite garage, for $ million. We accounted for the purchase as an asset acquisition with the purchase price allocated to Inventory ($ million) and Property and equipment, net ($ million). Further, we reclassified $ million of previous deposits associated with the project from Other assets to Inventory.

million, net of cash and restricted cash transferred to the buyer of $ million, after determining that this business was not a core component of our future growth strategy and operating model. The results of VRI Americas are included in our Exchange and Third-Party Management segment through the date of the sale. The net carrying value of VRI Americas as of the date of the disposition was $ million, including $ million of goodwill and $ million of intangible assets. As a result of the disposition, we recorded a gain of $ million in Gains (losses) and other income (expense), net on our Income Statement for the year ended December 31, 2022.

Additionally, during 2022, we disposed of entities that owned and operated a Vacation Ownership segment hotel in Puerto Vallarta, Mexico, for proceeds of $ million, net of cash and restricted cash transferred to the buyer of $ million, consistent with our strategy to dispose of non-strategic assets. The net carrying value of the business disposed of as of the date of the disposition, excluding the cumulative translation adjustment, was $ million, substantially all of which was for property and equipment. As a result of this disposition, we recorded a gain of $ million in Gains (losses) and other income (expense), net on our Income Statement for the year ended December 31, 2022, which included the realization of cumulative foreign currency translation gains of $ million associated with the disposition of these entities.

$ $ $ Ancillary revenues Management fee revenues () Exchange and other services revenues Management and exchange Rental Cost reimbursements () Revenue from contracts with customers () Financing Total Revenues$ $ $()$


	2021
($ in millions)	Vacation Ownership	Exchange & Third-Party Management	Corporate and Other	Total
Sale of vacation ownership products	$	$	$	$

Ancillary revenues
Management fee revenues			()
Exchange and other services revenues
Management and exchange

Rental

Cost reimbursements			()
Revenue from contracts with customers

Financing
Total Revenues	$	$	$	$

Timing of Revenue from Contracts with Customers by Segment

$ $()$ Goods or services transferred at a point in time Revenue from contracts with customers$ $ $()$

$ $ $ Goods or services transferred at a point in time Revenue from contracts with customers$ $ $ $


	2021
($ in millions)	Vacation Ownership	Exchange & Third-Party Management	Corporate and Other	Total
Services transferred over time	$	$	$	$
Goods or services transferred at a point in time
Revenue from contracts with customers	$	$	$	$

Receivables from Contracts with Customers, Contract Assets, & Contract Liabilities

contract assets at either December 31, 2023 or December 31, 2022.


($ in millions)	At December 31, 2023	At December 31, 2022
Receivables
Accounts and contracts receivable, net	$	$
Vacation ownership notes receivable, net
	$	$

Contract Liabilities
Advance deposits	$	$
Deferred revenue
	$	$

Revenue recognized during the year ended December 31, 2023 that was included in our contract liabilities balance at December 31, 2022 was $ million.

Remaining Performance Obligations

Our remaining performance obligations represent the expected transaction price allocated to our contracts that we expect to recognize as revenue in future periods when we perform under the contracts. At December 31, 2023, approximately % of this amount is expected to be recognized as revenue over the next .

Accounts and Contracts Receivable

Accounts and contracts receivable is comprised of amounts due from customers, primarily owners’ associations, resort developers, owners and members, credit card receivables, interest receivables, amounts due from taxing authorities, indemnification assets, and other miscellaneous receivables.

$ Interest receivable Tax receivable Indemnification assets Employee tax credit receivable Other $ $

100

$ $ Non-U.S. jurisdictions() ()$ $ $ )$()$ – U.S. State()()()– Non-U.S.() ()()()()Deferred– U.S. Federal ()()– U.S. State () – Non-U.S. () ()()$()$()$()

Reconciliation of U.S. Federal Statutory Income Tax Rate to Actual Income Tax Rate

%%%U.S. state income taxes, net of U.S. federal tax benefitShare-based compensation, net of Section 162(m) limitation()

Other permanent differences(1)

()()Tax rate changes()()Non-U.S. income Tax credits()()()Unrecognized tax benefits()

Change in valuation allowance

Other items()Effective rate%%%

(1)The 2023 permanent differences are primarily related to non-taxable income and foreign taxes deducted in the U.S. The 2022 permanent differences primarily relate to non-deductible interest. The 2021 permanent differences primarily relate to the deduction of foreign taxes paid in the U.S.

For the years ended December 31, 2023, 2022 and 2021, our provision for income taxes included $ million, $ million, and $ million of excess tax benefits resulting from equity incentive plan activities, respectively.

We conduct business in countries that grant “holidays” from income taxes for ten to periods. These holidays expire through 2034.

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million tax reserve for non-income tax issues is predominantly related to the ILG Acquisition. We expect that we will be indemnified for liabilities of $ million in connection with the Legacy-ILG non-income tax matters pursuant to a Tax Matters Agreement dated May 11, 2016 by and among Starwood Hotels & Resorts Worldwide, Inc., Vistana Signature Experiences, Inc., and Interval Leisure Group, Inc., and consequently have recorded a corresponding indemnification asset.

Deferred Income Taxes

$ Reserves Convertible debt Deferred compensation Deferred revenue Property and equipment Non-cash compensation Net operating loss and capital loss carryforwards Tax credits Right-of-use asset Other, net Deferred tax assets Less valuation allowance()()Net deferred tax assets Deferred Tax LiabilitiesLong lived intangible assets()()Deferred sales of VOIs()()Right-of-use liability()()Other, net()()Deferred tax liabilities()()Total net deferred tax liabilities$()$()

In 2023, the change in our valuation allowance is primarily related to certain existing non-U.S. loss carryforwards where future sources of income are no longer available for realization of the losses.

We have $ million in foreign capital loss carryforwards and $ million of foreign net operating loss carryforwards, some of which begin expiring in 2024; however, a significant portion of the net operating loss carryforwards have indefinite carryforward periods. We have $ million of state net operating loss carryforwards, the majority of which will not expire within the next five years. We have U.S. federal foreign tax credit carryforwards of $ million and $ million of state tax credit carryforwards.

We continue to treat the undistributed earnings of certain foreign subsidiaries as permanently reinvested. No taxes have been accrued with respect to these undistributed earnings or any outside basis differences. Distribution of profits from foreign subsidiaries is not expected to cause a significant incremental U.S. tax impact in the future; an estimate of the U.S. tax impact is not practicable to determine.

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$ $ Increases related to tax positions taken during a prior period Increases related to tax positions taken during the current period Decreases related to tax positions taken during a prior period()() Decreases as a result of a lapse of the applicable statute of limitations ()Unrecognized tax benefits at end of year$ $ $

The increase in the unrecognized tax benefits during 2023 is primarily related to $ million for a proposed tax method change for pre-acquisition Welk. Unrecognized tax benefits (excluding interest and penalties) of $ million would impact the effective tax rate if recognized.

The total amount of gross interest and penalties accrued relating to unrecognized tax benefits was $ million at December 31, 2023 and $ million at December 31, 2022, which is predominantly attributable to non-U.S. jurisdictions.

We anticipate $ million of unrecognized tax benefits, including interest and penalties, will be indemnified pursuant to a Tax Matters Agreement dated May 11, 2016 by and among Starwood Hotels & Resorts Worldwide, Inc., Vistana Signature Experiences, Inc., and Interval Leisure Group, Inc., and consequently have recorded a corresponding indemnification asset. The unrecognized tax benefits, including accrued interest and penalties, are included in Other liabilities on our Balance Sheet.

Our income tax returns are subject to examination by relevant tax authorities. Certain of our returns are being audited in various jurisdictions for tax years 2007 through 2020. The amount of the unrecognized tax benefits may increase or decrease within the next twelve months as a result of audits or audit settlements.

$ $ $ $ $ Non-securitized

Eligible for securitization(1)

Not eligible for securitization(1)

Subtotal $ $ $ $ $ $

(1)Refer to Footnote 7 “Financial Instruments” for discussion of eligibility of our vacation ownership notes receivable for securitization.

We reflect interest income associated with vacation ownership notes receivable in our Income Statements in the Financing revenues caption.

$ $ Interest income associated with vacation ownership notes receivable —
non-securitized Total interest income associated with vacation ownership notes receivable$ $ $

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million. We primarily used a historical period of increased defaults as a basis for estimating the increase in our reserve. This additional reserve adjusted our future default rate estimate, which reflected then-current macroeconomic conditions, including inflation outpacing wage growth, continuing high interest rates, mixed economic indicators and increased global insecurity.

In the third quarter of 2022, in connection with the combination and alignment of the reserves for the Marriott-, Sheraton-, and Westin-brands (see Footnote 2 “Summary of Significant Accounting Policies”), we recorded a reversal of credit loss expense for our acquired vacation ownership notes receivable of $ million, which was recorded in Financing expenses on our Income Statement for the year ended December 31, 2022, and an increase in the reserve for our originated vacation ownership notes receivable of $ million, which was recorded as a reduction of Sale of vacation ownership products and partially offset by a corresponding $ million increase in Cost of vacation ownership products on our Income Statement for the year ended December 31, 2022.

In 2020, we increased our vacation ownership notes receivable reserves by $ million as a result of higher actual and projected default activity which was predominantly due to the COVID-19 pandemic. At that time, we allocated $ million of the reserve to our originated vacation ownership notes receivable reserve (recorded as a reduction of Sale of vacation ownership products), $ million to our acquired vacation ownership notes receivable reserve (recorded as an increase in Financing expenses), and a corresponding $ million reduction in Cost of vacation ownership products on our Income Statement for the year ended December 31, 2020. Given the uncertainty as to which vacation ownership notes receivable (originated or acquired) would default, from 2020 through the second quarter of 2022, we assessed the sufficiency of our reserves for all vacation ownership notes receivable in total. There were additional adjustments to our vacation ownership notes receivables reserves due to the COVID-19 pandemic during either 2021 or 2022.

Credit Quality Indicators - Vacation Ownership Notes Receivable

We use the origination of vacation ownership notes receivable and the FICO scores of the customer by brand as the primary credit quality indicators, as historical performance indicates that there is a relationship between the default behavior of borrowers by FICO score and the brand associated with the VOI they have acquired.

The weighted average FICO score within our consolidated vacation ownership notes receivable pool was and at December 31, 2023 and December 31, 2022, respectively, based upon the FICO score of the borrower at the time of origination.

Acquired Vacation Ownership Notes Receivable

Acquired vacation ownership notes receivable represent vacation ownership notes receivable acquired as part of the ILG Acquisition and the Welk Acquisition.

$ $ 2025 2026 2027 2028 Thereafter Balance at December 31, 2023$ $ $ Weighted average stated interest rate%%%Range of stated interest rates

% to %

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$ $ Securitizations() Clean-up call () Write-offs() ()Recoveries

Defaulted vacation ownership notes receivable repurchase activity(1)

() Initial allowance for credit losses for Legacy-Welk vacation ownership notes receivable (Decrease) increase in vacation ownership notes receivable reserve() Balance at December 31, 2021 $ $ $

Originated Vacation Ownership Notes Receivable

Originated vacation ownership notes receivable represent vacation ownership notes receivable originated by Legacy-ILG and Legacy-Welk subsequent to each respective acquisition date and all Legacy-MVW vacation ownership notes receivable.

$ $ 2025 2026 2027 2028 Thereafter Balance at December 31, 2023$ $ $ Weighted average stated interest rate%%%Range of stated interest rates

% to %

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$ $ Increase in vacation ownership notes receivable reserve Securitizations() Clean-up call () Write-offs() ()

Defaulted vacation ownership notes receivable repurchase activity(1)

() Balance at December 31, 2021 Increase in vacation ownership notes receivable reserve Securitizations() Clean-up call () Write-offs() ()

Defaulted vacation ownership notes receivable repurchase activity(1)

() Balance at December 31, 2022 Increase in vacation ownership notes receivable reserve Securitizations() Clean-up call () Write-offs() ()

Defaulted vacation ownership notes receivable repurchase activity(1)

() Balance at December 31, 2023$ $ $

(1)Reflects the change attributable to the transfer of the reserve from the securitized vacation ownership notes receivable reserve to the non-securitized vacation ownership notes receivable reserve when we voluntarily repurchased securitized vacation ownership notes receivable.

$ $ $ $ Hyatt and Welk $ $ $ $ $


	Originated Vacation Ownership Notes Receivable as of December 31, 2022
($ in millions)	700 +	600 - 699	< 600	No Score	Total
Combined Marriott	$	$	$	$	$
Hyatt and Welk
	$	$	$	$	$

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$ $ $ $ $ 600 - 699 < 600 No Score $ $ $ $ $ $ Gross write-offs$ $ $ $ $ $


	Originated Vacation Ownership Notes Receivable - Hyatt and Welk
($ in millions)	2023	2022	2021	2020	2019 & Prior	Total
700 +	$	$	$	$	$	$
600 - 699
< 600
No Score
	$	$	$	$	$	$

Gross write-offs	$	$	$	$	$	$

Vacation Ownership Notes Receivable on Non-Accrual Status

For both non-securitized and securitized vacation ownership notes receivable, we estimated the average remaining default rate of % as of December 31, 2023 and % as of December 31, 2022. A percentage point increase in the estimated default rate would have resulted in an increase in the related vacation ownership notes receivable reserve of $ million as of December 31, 2023 and $ million as of December 31, 2022.

$ $ Investment in vacation ownership notes receivable on non-accrual status at December 31, 2022$ $ $ $ $ $ $ $ 91 – 120 days past due Greater than 120 days past due Total past due Current Total vacation ownership notes receivable$ $ $ $ $ $

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$ $ $ Contracts receivable for financed VOI sales, net Other assets Total financial assets$ $ $ $ Securitized debt, net$()$()$()$()Term Loan, net()()()()Revolving Corporate Credit Facility, net()() 2025 Notes, net ()()2028 Notes, net()()()()2029 Notes, net()()()()

2026 Convertible notes, net

()()()()2027 Convertible notes, net()()()()Non-interest bearing note payable, net()()()()Total financial liabilities$()$()$()$()

Vacation Ownership Notes Receivable

At December 31, 2023

At December 31, 2022

($ in millions)

Carrying
Amount

Fair
Value

Carrying
Amount

Fair
Value

Vacation ownership notes receivable, net

Securitized

Eligible for securitization

Not eligible for securitization

Non-securitized

We estimate the fair value of our vacation ownership notes receivable that have been securitized using a discounted cash flow model. We believe this is comparable to the model that an independent third party would use in the current market. Our model uses default rates, prepayment rates, coupon rates, and loan terms for our securitized vacation ownership notes receivable portfolio as key drivers of risk and relative value to determine the fair value of the underlying vacation ownership notes receivable. We concluded that this fair value measurement should be categorized within Level 3.

Due to factors that impact the general marketability of our vacation ownership notes receivable that have not been securitized, as well as current market conditions, we bifurcate our non-securitized vacation ownership notes receivable at each balance sheet date into those eligible and not eligible for securitization using criteria applicable to current

109

million of COLI policies acquired on the lives of certain participants in the Marriott Vacations Worldwide Deferred Compensation Plan that are held in a rabbi trust. The carrying value of the COLI policies is equal to their cash surrender value (Level 2 inputs).

Securitized Debt

We generate cash flow estimates by modeling all bond tranches for our active vacation ownership notes receivable securitization transactions, with consideration for the collateral specific to each tranche. The key drivers in our analysis include default rates, prepayment rates, bond interest rates, and other structural factors, which we use to estimate the projected cash flows. In order to estimate market credit spreads by rating, we obtain indicative credit spreads from investment banks that actively issue and facilitate the market for vacation ownership securities and determine an average credit spread by rating level of the different tranches. We then apply those estimated market spreads to swap rates in order to estimate an underlying discount rate for calculating the fair value of the active bonds payable. We concluded that this fair value measurement should be categorized within Level 3.

Term Loan

We estimate the fair value of our Term Loan (as defined in Footnote 16 “Debt”) using quotes from securities dealers as of the last trading day for the quarter; however, this loan has only a limited trading history and volume, and as such, this fair value estimate is not necessarily indicative of the value at which the Term Loan could be retired or transferred. We concluded that this fair value measurement should be categorized within Level 3.

Revolving Corporate Credit Facility

We estimate that the gross carrying value of our Revolving Corporate Credit Facility (as defined in Footnote 16 “Debt”) approximates fair value as the contractual interest rate is variable plus an applicable margin. We concluded that this fair value measurement should be categorized within Level 3.

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$ $ Shares for basic earnings per share Basic earnings per share$ $ $

111

$ $ Add back of interest expense related to convertible notes subsequent to the adoption of ASU 2020-06, net of tax

Numerator used to calculate diluted earnings per share

$ $ $ Shares for basic earnings per share

Effect of dilutive shares outstanding

Employee SARs Restricted stock units

2022 Convertible Notes ($ million of principal)

2026 Convertible Notes ($ million of principal)

2027 Convertible Notes ($ million of principal)

Shares for diluted earnings per share Diluted earnings per share$ $ $

(1)The computations of diluted earnings per share attributable to common stockholders exclude approximately , , and shares of common stock, the maximum number of shares issuable as of December 31, 2023, December 31, 2022, and December 31, 2021, respectively, upon the vesting of certain performance-based awards, because the performance conditions required to be met for the shares subject to such awards to vest were not achieved by the end of the reporting period.

In accordance with the applicable accounting guidance for calculating earnings per share, for the year ended December 31, 2023, we excluded from our calculation of diluted earnings per share shares underlying SARs that may settle in shares of common stock because the exercise prices of such SARs, which ranged from $ to $, were greater than the average market price of our common stock for the applicable period.

For the year ended December 31, 2022, we excluded from our calculation of diluted earnings per share shares underlying SARs that may settle in shares of common stock because the exercise prices of such SARS, which ranged from $ to $, were greater than the average market price of our common stock for the applicable period.

shares underlying SARs that may settle in shares of common stock because the exercise price of $ of such SARs was greater than the average market price of our common stock for the applicable period.

$ Other $ $

(1)Represents completed inventory that is registered for sale as VOIs and vacation ownership inventory expected to be reacquired pursuant to estimated future defaults on originated vacation ownership notes receivable.

million and $ million, respectively, of completed vacation ownership units which are classified as a component of Property and equipment, net until the time at which they are available and legally registered for sale as vacation ownership products.

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10.

$ Buildings and leasehold improvements Furniture, fixtures and other equipment Information technology Construction in progress Accumulated depreciation()()$ $

11.

$ $ Measurement period adjustments() ()Disposition of VRI Americas ()()Balance at December 31, 2022 Adjustments Balance at December 31, 2023$ $ $

We performed our annual goodwill impairment test as of October 1, 2023 and prepared a quantitative assessment for both the Vacation Ownership and the Exchange & Third-Party Management reporting units. For each reporting unit, the fair value of the reporting unit was in excess of the carrying value and therefore we concluded there was impairment.

During 2022 we conducted our annual goodwill impairment test, which was a qualitative evaluation, and impairment charges were recorded. The estimated fair values of all of our reporting units exceeded their carrying values at the date of their most recent estimated fair value determination.

12.

$ Management contracts Accumulated amortization()() Indefinite-lived intangible assetsTrade names $ $

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to years. We recorded amortization expense of $ million in the Depreciation and amortization line of our Income Statements for each of the years ended December 31, 2023, 2022, and 2021, and we estimate that our annual amortization expense will continue to be $ million for each of the next five fiscal years.

Indefinite-Lived Intangible Assets

All of our indefinite-lived intangible assets are related to the Exchange & Third-Party Management segment. We performed our annual impairment test of indefinite-lived intangible assets during the fourth quarters of 2023 and 2022, and impairment charges were recorded in either year.

13.

million, of which we expect $ million, $ million, $ million, $ million, and $ million will be paid in 2024, 2025, 2026, 2027, and 2028, respectively.

•We have a commitment to acquire real estate for use in our Vacation Ownership segment via our involvement with a VIE. Refer to Footnote 19 “Variable Interest Entities” for additional information and our activities relating to the VIE involved in this transaction.

Surety bonds issued as of December 31, 2023 totaled $ million, the majority of which were requested by federal, state or local governments in connection with our operations.

As of December 31, 2023, we had $ million of letters of credit outstanding under our Revolving Corporate Credit Facility (as defined in Footnote 16 “Debt”), of which $ million were related to and in lieu of reserves required for our most recent outstanding securitization transaction. In addition, as of December 31, 2023, we had $ million in letters of credit outstanding related to and in lieu of reserves required for several vacation ownership notes receivable securitization transactions outstanding, which were not issued pursuant to, nor do they impact our borrowing capacity under, the Revolving Corporate Credit Facility.

Guarantees

Certain of our rental management agreements in our Exchange & Third-Party Management segment provide for owners of properties we manage to receive specified percentages of rental revenue or guaranteed amounts generated under our management. In these cases, the operating expenses for the rental operations are paid from the revenue generated by the rentals, the owners are then paid their contractual percentages or guaranteed amounts, and we either retain the balance of the rental revenue (if any) as our fee or we make up the deficit if the owners have not received their guaranteed amounts. At December 31, 2023, our maximum exposure under fixed dollar guarantees was $ million, of which $ million, $ million, $ million, $ million and less than $ million relate to 2024, 2025, 2026, 2027, and 2028, respectively.

We have a commitment to an owners’ association that we manage to pay for any shortfall between the actual expenses incurred by the owners’ association and the income received by the owners’ association, in lieu of our payment of maintenance fees for unsold inventory. The agreement will terminate on the earlier of: 1) sale of % of the total ownership interests in the owners’ association; or 2) written notification of termination by either party. At December 31, 2023, our expected commitment for 2024 is $ million, which will ultimately be recorded as a component of rental expense on our income statement.

Loss Contingencies

In February 2019, the owners’ association for the St. Regis Residence Club, New York filed a lawsuit in the Supreme Court for the State of New York, New York County, Commercial Division against ILG and several of its subsidiaries and certain third parties. The operative complaint alleges that the defendants breached their fiduciary duties related to sale and rental practices, aided and abetted certain breaches of fiduciary duty, engaged in self-dealing as the sponsor and

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(such claim, the “Remaining Claim”), with respect to which the plaintiff was granted leave to amend its complaint. The plaintiff filed an amended complaint with respect to the Remaining Claim and appealed the dismissal of the other claims. In June 2023, the appellate court upheld the dismissal of those claims. Plaintiff filed a motion for reconsideration of that appellate ruling, and in October 2023, the appellate court denied that motion. In November 2022, the Court granted our motion to dismiss the amended complaint with respect to the Remaining Claim and again granted plaintiff leave to amend its complaint. The plaintiff filed an amended complaint with respect to the Remaining Claim and again appealed the dismissal of the other claims. In January 2024, the appellate court upheld the dismissal of the other claims. In September 2023, the Court granted our motion to dismiss the amended complaint with respect to the Remaining Claim and denied plaintiff permission to file any additional amended complaints. Plaintiff has appealed that dismissal. We believe we have meritorious defenses to the claims in this matter and intend to vigorously defend against them.

In the ordinary course of our business, various claims and lawsuits have been filed or are pending against us. A number of these lawsuits and claims may exist at any given time. Additionally, the COVID-19 pandemic may give rise to various claims and lawsuits from owners, members and other parties. We record and accrue for legal contingencies when we determine that it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. In making such determinations, we evaluate, among other things, the degree of probability of an unfavorable outcome and, when it is probable that a liability has been incurred, our ability to make a reasonable estimate of loss. We review these accruals each reporting period and make revisions based on changes in facts and circumstances.

We have not accrued for the pending matter described above and we cannot estimate a range of the potential liability associated with this pending matter, if any, at this time. We have accrued for other claims and lawsuits, but the amount accrued is not material individually or in the aggregate. For matters not requiring accrual, we do not believe that the ultimate outcome of such matters, individually or in the aggregate, will materially harm our financial position, cash flows, or overall trends in results of operations based on information currently available. However, legal proceedings are inherently uncertain, and while we believe that our accruals, where required, are adequate and/or we have valid defenses to the claims asserted, unfavorable rulings could occur that could, individually or in the aggregate, have a material adverse effect on our business, financial condition, or operating results.

14.

$ Finance lease assetsProperty and equipment, net $ $ Operating lease liabilitiesAccrued liabilities$ $ Finance lease liabilitiesDebt, net $ $

115

$ $ Finance lease costAmortization of right-of-use assetsDepreciation and amortization Interest on lease liabilitiesFinancing expense Variable lease costMarketing and sales expense $ $ $ $ $ 2025 2026 2027 2028 Thereafter Total lease payments Less: Imputed interest()()()$ $ $

(1)Includes new corporate headquarters discussed below.

Corporate Headquarters Finance Lease

During 2020, we entered into a finance lease arrangement for our new corporate headquarters in Orlando, Florida. The lease term commenced for accounting purposes during the first quarter of 2023, upon the substantial completion of construction. The lease includes a lease term consisting of a initial term plus renewal options. As of December 31, 2023, the carrying amount of the related finance lease asset was $ million and the corresponding finance lease liability was $ million.

Upon our relocation to the new corporate headquarters during the fourth quarter of 2023, we recorded a non-cash impairment charge of $ million to the right-to-use asset related to the operating leases for our previous corporate headquarters as we do not expect proceeds from subleasing the spaces to exceed our future obligations under the operating leases.

Lease Term and Discount Rate

years yearsFinance leases years yearsWeighted-average discount rateOperating leases%%Finance leases%%

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$ $ Operating cash flows for operating leases$ $ $ Financing cash flows for finance leases$ $ $ Right-of-use assets obtained in exchange for lease obligationsOperating leases$ $ $ Finance leases$ $ $

15.

$ Unamortized debt discount and issuance costs()()

Warehouse Credit Facility, gross(2)

Unamortized debt issuance costs

()()

(1)Excludes future Warehouse Credit Facility renewals.

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securitized vacation ownership notes receivable pools outstanding, of which were out of compliance with their respective established parameters.

As the contractual terms of the underlying securitized vacation ownership notes receivable determine the maturities of the non-recourse debt associated with them, actual maturities may occur earlier than shown above due to prepayments by the vacation ownership notes receivable obligors.

During the second quarter of 2023, we securitized a pool of $ million of vacation ownership notes receivable. In connection with the securitization, $ million in vacation ownership loan backed notes were issued by MVW 2023-1 LLC (the “2023-1 LLC”) in a private placement. classes of vacation ownership loan backed notes were issued by the 2023-1 LLC: $ million of Class A Notes, $ million of Class B Notes, $ million of Class C Notes, and $ million of Class D Notes. The Class A Notes have an interest rate of %, the Class B Notes have an interest rate of %, the Class C Notes have an interest rate of %, and the Class D Notes have an interest rate of %. Investors purchased $ million of the vacation ownership loan backed notes issued by the 2023-1 LLC, composed of the Class A Notes, the Class B Notes, the Class C Notes, and a portion of the Class D Notes, of which we retained $ million. Proceeds from the transaction, net of fees and a reserve, were used to repay the outstanding obligations on our warehouse credit facility (as defined below) and for other general corporate purposes. The Class D notes that we retained were subsequently sold at par during the second quarter of 2023.

During the fourth quarter of 2023, we securitized a pool of $ million of vacation ownership notes receivable. In connection with the securitization, $ million in vacation ownership loan backed notes were issued by MVW 2023-2 LLC (the “2023-2 LLC”) in a private placement. classes of vacation ownership loan backed notes were issued by the 2023-2 LLC: $ million of Class A Notes, $ million of Class B Notes, $ million of Class C Notes, and $ million of Class D Notes. The Class A Notes have an interest rate of %, the Class B Notes have an interest rate of %, the Class C Notes have an interest rate of %, and the Class D Notes have an interest rate of %, for an overall weighted average interest rate of %. Proceeds from the transaction, net of fees and a reserve, were used to repay the outstanding obligations on our warehouse credit facility (as defined below) and for other general corporate purposes.

Warehouse Credit Facility

Our warehouse credit facility (the “Warehouse Credit Facility”) allows for the securitization of vacation ownership notes receivable on a revolving non-recourse basis. If not renewed prior to termination, any amounts outstanding under the Warehouse Credit Facility would become due and payable months after termination, at which time all principal and interest collected with respect to the vacation ownership notes receivable held in the Warehouse Credit Facility would be redirected to the lenders to pay down the outstanding debt under the facility. The interest rate applicable to most borrowings under the Warehouse Credit Facility is based on a U.S. Treasury overnight financing rate (Secured Overnight Financing Rate or “SOFR”) plus a % adjustment (“Adjusted SOFR”). The credit spread for the Warehouse Credit Facility is basis points over Adjusted SOFR. The advance rate for vacation ownership notes receivable securitized using the Warehouse Credit Facility varies based on the characteristics of the securitized vacation ownership notes receivable. We also pay unused facility and other fees under the Warehouse Credit Facility. We generally expect to securitize our vacation ownership notes receivable, including any vacation ownership notes receivable held in the Warehouse Credit Facility, in the ABS market typically twice a year.

During the second quarter of 2023, we amended certain agreements associated with our Warehouse Credit Facility (the “Warehouse Amendment”). The Warehouse Amendment increased the borrowing capacity of the existing facility from $ million to $ million and extended the revolving period from July 28, 2024 to May 31, 2025. The Warehouse Amendment made no other material changes to the Warehouse Credit Facility.

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16.

$ Unamortized debt discount and issuance costs()()

Revolving Corporate Credit Facility(1)

Unamortized debt issuance costs(2)

() Senior Secured Notes2025 Notes Unamortized debt discount and issuance costs () Senior Unsecured Notes2028 Notes Unamortized debt discount and issuance costs()() 2029 Notes Unamortized debt discount and issuance costs()() Convertible Notes2026 Convertible Notes Unamortized debt discount and issuance costs()() 2027 Convertible Notes Unamortized debt discount and issuance costs()()

Finance Leases

Non-Interest Bearing Note Payable

$ $

(1)Effective interest rate as of December 31, 2023 was %.

(2)Excludes $ million of unamortized debt issuance costs as of December 31, 2022. As cash borrowings were outstanding under the Revolving Corporate Credit Facility at that time, the unamortized debt issuance costs were included in Other assets.

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$ $ $ $ $ $ Revolving Corporate Credit Facility 2028 Notes 2029 Notes 2026 Convertible Notes 2027 Convertible Notes

Non-Interest Bearing Note Payable

$ $ $ $ $ $ $

Corporate Credit Facility

Our corporate credit facility (“Corporate Credit Facility”), which provides support for our business, including ongoing liquidity and letters of credit, includes a $ million term loan facility (the “Term Loan”), which matures on August 31, 2025, and a revolving credit facility with a borrowing capacity of $ million (the “Revolving Corporate Credit Facility”), which includes a letter of credit sub-facility of $ million, that terminates on March 31, 2027.

During the second quarter of 2023, we entered into an amendment to the Corporate Credit Facility (the “Amendment”), which modified the interest rate applicable to borrowings under the Term Loan. Beginning July 31, 2023, the Term Loan references SOFR and is based on “Adjusted Term SOFR,” which is calculated as Term SOFR (as defined in the Amendment), plus a % adjustment for a one-month interest period, a % adjustment for a three-month interest period, or a % adjustment for a six-month interest period, subject to a % floor.

Borrowings under the Revolving Corporate Credit Facility generally bear interest at a floating rate plus an applicable margin that varies from % to % depending on the type of loan and our leverage. The interest rate applicable to borrowings under the Revolving Corporate Credit Facility references SOFR and is based on “Adjusted Term SOFR,” which is calculated as Term SOFR (as defined in the Revolver Amendment), plus a % adjustment, subject to a % floor. In addition, we pay a commitment fee on the unused availability under the Revolving Corporate Credit Facility at a rate that varies from to basis points per annum, also depending on our leverage.

Any amounts borrowed under the Corporate Credit Facility, as well as obligations with respect to letters of credit issued pursuant to the Revolving Corporate Credit Facility, are secured by a perfected first priority security interest in substantially all of the assets of the borrower under, and guarantors of, that facility (which include MVWC and certain of our direct and indirect, existing and future, domestic subsidiaries, excluding certain bankruptcy remote special purpose subsidiaries).

Prior to 2022, we entered into interest rate swaps and an interest rate collar under which we may pay a fixed rate and receive a floating interest rate to hedge a portion of our interest rate risk on the Term Loan. During the second quarter of 2023, we amended these interest rate swaps and the collar to reference SOFR rather than LIBOR, effective July 31, 2023. As a result of this transition, the fixed rate on the $ million of interest rate swaps that matured in September 2023 was amended to %, the fixed rate on the $ million of interest rate swaps maturing in April 2024 was amended to %, and the cap strike price on the $ million interest rate collar was amended to %. Both the interest rate swaps and the interest rate collar have been designated and qualify as cash flow hedges of interest rate risk and are recorded in Other assets on our Balance Sheet as of December 31, 2023 and December 31, 2022. We characterize payments we make or receive in connection with these derivative instruments as interest expense and a reclassification of accumulated other comprehensive income or loss for presentation purposes.

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reclassifications to the Income Statement for any of the periods presented below.


($ in millions)	2023	2022		2021
Derivative Instrument Adjustment, Beginning of Year	$	$	()	$	()
Other comprehensive (loss) gain before reclassifications	()
Derivative Instrument Adjustment, End of Year	$	$		$	()

Senior Notes

Our senior notes include:

•$ million aggregate principal amount of % Senior Secured Notes due 2025 issued in 2020 with a maturity date of September 15, 2025 (the “2025 Notes”), of which was outstanding as of December 31, 2023.

•$ million aggregate principal amount of % Senior Unsecured Notes due 2028 issued in 2019 with a maturity date of January 15, 2028 (the “2028 Notes”).

•$ million aggregate principal amount of % Senior Unsecured Notes due 2029 issued in 2021 with a maturity date of June 15, 2029 (the “2029 Notes”).

2025 Notes

The 2025 Notes were pari passu with, and secured by the same collateral as, our Corporate Credit Facility. We paid interest on the 2025 Notes on May 15 and November 15 of each year. We received net proceeds of approximately $ million from the offering of the 2025 Notes, after deducting offering expenses and the underwriting discount.

During 2021, we redeemed, prior to maturity, $ million aggregate principal amount of the 2025 Notes pursuant to the terms of the indenture governing the 2025 Notes. In connection with this redemption, we incurred charges of $ million, inclusive of a redemption premium and the write-off of unamortized debt issuance costs, which was recorded in Gains (losses) and other income (expense), net line on our Income Statement for the year ended December 31, 2021.

During 2023, we redeemed, prior to maturity, the remaining $ million of the 2025 Notes outstanding pursuant to a redemption notice issued in 2022 and the terms of the indenture governing the 2025 Notes. In connection with this redemption, we incurred charges of $ million, inclusive of a redemption premium and the write-off of unamortized debt issuance costs, which was recorded in Gains (losses) and other income (expense), net on our Income Statement for the year ended December 31, 2023.

2028 Notes

We issued the 2028 Notes under an indenture with The Bank of New York Mellon Trust Company, N.A., as trustee. We received net proceeds of $ million from the offering, after deducting the underwriting discount and estimated expenses. We pay interest on the 2028 Notes on March 15 and September 15 of each year. We may redeem some or all of the 2028 Notes prior to maturity under the terms provided in the indenture.

2029 Notes

We issued the 2029 Notes under an indenture with The Bank of New York Mellon Trust Company, N.A., as trustee. We received net proceeds of $ million from the offering, after deducting the underwriting fees and transaction expenses. We pay interest on the 2029 Notes on June 15 and December 15 of each year. We may redeem some or all of the 2029 Notes prior to maturity under the terms provided in the indenture.

Convertible Notes

2026 Convertible Notes

During 2021, we issued $ million aggregate principal amount of convertible senior notes (the “2026 Convertible Notes”) that bear interest at a rate of %. The 2026 Convertible Notes mature on January 15, 2026, unless repurchased or converted in accordance with their terms prior to that date.

The conversion rate is subject to adjustment for certain events as described in the indenture governing the notes, and was subject to adjustment as of December 31, 2023 to 6.1576 shares of common stock per $1,000 principal amount of 2026 Convertible Notes (equivalent to a conversion price of $ per share of our common stock), as a result of the

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%. $ $ Amortization of debt issuance costs $ $ $

(1)As a result of the adoption of ASU 2020-06 during 2022, we no longer account for the liability and equity components of the convertible notes separately, and we reclassified the conversion feature related to the 2026 Convertible Notes from equity to liabilities. Prior period amounts have not been adjusted to reflect our adoption of ASU 2020-06 under the modified retrospective method. See Footnote 2 “Summary of Significant Accounting Policies” for information on our adoption of ASU 2020-06.

2026 Convertible Note Hedges and Warrants

In connection with the offering of the 2026 Convertible Notes, we concurrently entered into the following privately-negotiated separate transactions: convertible note hedge transactions with respect to our common stock (the “2026 Convertible Note Hedges”), covering a total of million shares of our common stock, and warrant transactions (“2026 Warrants”), whereby we sold to the counterparties to the 2026 Convertible Note Hedges warrants to acquire approximately million shares of our common stock in each case, as of December 31, 2023. The strike prices of the 2026 Convertible Note Hedges and the 2026 Warrants were subject to adjustment to approximately $ and $ as of December 31, 2023, respectively, and 2026 Convertible Note Hedges or 2026 Warrants have been exercised.

2027 Convertible Notes

During 2022, we issued $ million aggregate principal amount of convertible senior notes (the “2027 Convertible Notes”) that bear interest at a rate of %. The 2027 Convertible Notes mature on December 15, 2027, unless earlier repurchased or converted in accordance with their terms prior to that date.

The 2027 Convertible Notes are convertible at a rate of 5.2753 shares of common stock per $1,000 principal amount of 2027 Convertible Notes (equivalent to a conversion price of $ per share of our common stock) as of December 31, 2023. The conversion rate is subject to adjustment for certain events as described in the indenture governing the notes. Upon conversion, we will pay or deliver, as the case may be, cash, shares of our common stock, or a combination of cash and shares of our common stock, at our election. As of December 31, 2023, the effective interest rate was %.

$ $ Amortization of debt issuance costs $ $ $

2027 Convertible Note Hedges and Warrants

In connection with the offering of the 2027 Convertible Notes, we concurrently entered into the following privately-negotiated separate transactions: convertible note hedge transactions with respect to our common stock (the “2027 Convertible Note Hedges”), covering a total of million shares of our common stock, and warrant transactions (the “2027 Warrants”), whereby we sold to the counterparties to the 2027 Convertible Note Hedges warrants to acquire million shares of our common stock in each case, as of December 31, 2023. The strike prices of the 2027 Convertible Note Hedges and the 2027 Warrants were $ and $ as of December 31, 2023, respectively, and 2027 Convertible Note Hedges or 2027 Warrants have been exercised.

Finance Leases

See Footnote 14 “Leases” for information on our finance leases. Non-cash financing activities related to our lease liabilities during 2023, 2022, and 2021, were $ million, $ million, and $ million, respectively.

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17.

authorized shares of common stock, par value of $ per share. At December 31, 2023, there were shares of Marriott Vacations Worldwide common stock issued, of which shares were outstanding and shares were held as treasury stock. At December 31, 2022, there were shares of Marriott Vacations Worldwide common stock issued, of which shares were outstanding and shares were held as treasury stock. Marriott Vacations Worldwide has authorized shares of preferred stock, par value of $ per share, of which were issued or outstanding as of December 31, 2023 or December 31, 2022.

Share Repurchase Program

From time to time, with the approval of our Board of Directors, we may undertake programs to purchase shares of our common stock (each, a “Share Repurchase Program”). During the second quarter of 2023, our Board of Directors increased the then-remaining authorization under our previously approved Share Repurchase Program to authorize purchases up to $ million and extended the term of this program to December 31, 2024. As of December 31, 2023, approximately $ million remained available for share repurchases under the Share Repurchase Program.

Share repurchases may be made through open market purchases, privately negotiated transactions, block transactions, tender offers, or otherwise. The specific timing, amount and other terms of the repurchases will depend on market conditions, corporate and regulatory requirements, contractual restrictions, and other factors. In connection with the current Share Repurchase Program, we are authorized to adopt one or more plans pursuant to the provisions of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. The authorization for the current Share Repurchase Program may be suspended, terminated, increased or decreased by our Board of Directors at any time without prior notice. Acquired shares of our common stock are currently held as treasury shares and carried at cost in our Financial Statements.

The Inflation Reduction Act of 2022, which was enacted in August 2022, imposes a 1% excise tax on the net value of certain stock repurchases made after December 31, 2022. For purposes of calculating the excise tax, the fair value of certain share issuances may be netted against the fair market value of stock repurchases during the same taxable year. In 2023, we reflected the applicable excise tax in treasury stock as part of the cost basis of the stock repurchased and recorded a corresponding liability for the excise taxes payable in Accrued liabilities on our Balance Sheet.

$ $ For the year ended December 31, 2023 $ As of December 31, 2023 $ $

123

May 11, 2023May 25, 2023June 8, 2023$September 7, 2023September 21, 2023October 5, 2023$December 7, 2023December 21, 2023January 4, 2024$

Subsequent to the end of 2023, on February 15, 2024, our Board of Directors declared a quarterly dividend of $ per share to be paid on March 14, 2024 to stockholders of record as of February 29, 2024.

18.

million shares are authorized for issuance pursuant to grants under the MVW Equity Plan. As of December 31, 2023, approximately million shares were available for grants under the MVW Equity Plan. $ $ Performance-based RSUs SARs $ $ $ $ Performance-based RSUs SARs $ $

(1)As of December 31, 2023, the weighted average remaining term for RSU grants outstanding at year-end 2023 was one to and we expect that deferred compensation expense will be recognized over a weighted average period of one to .

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$ $ $ Granted$ $ $ Distributed()$ $ ()$ Forfeited()$ ()$ ()$ Outstanding at year-end 2023$ $ $

The weighted average grant-date fair value per RSU granted in 2022 and 2021 was $ and $, respectively. The fair value of the RSUs which vested in 2023, 2022, and 2021 was $ million, $ million, and $ million, respectively. The fair value of the RSUs which vested in 2021 included $ million related to RSUs converted from ILG equity-based RSUs to MVW equity-based RSUs in the ILG Acquisition.

Stock Appreciation Rights

$ Granted $ Exercised()$ Forfeited or expired()$

Outstanding at year-end 2023(1)(2)

(1)As of December 31, 2023, outstanding SARs had an aggregate intrinsic value of $ million and a weighted average remaining term of years.

(2)As of December 31, 2023, SARs with a weighted average exercise price of $, an aggregate intrinsic value of $ million and a weighted average remaining contractual term of years were exercisable.

The weighted average grant-date fair value per SAR granted in 2023, 2022, and 2021 was $, $, and $, respectively. The SARS which vested in 2023 did not have any intrinsic value. The intrinsic value of SARs which vested in 2022 and 2021 was $ million and $ million, respectively. The aggregate intrinsic value of SARs which were exercised in 2023, 2022, and 2021 was less than $ million, $ million, and $ million, respectively.

We use the Black-Scholes model to estimate the fair value of the SARs granted. The expected stock price volatility was calculated based on the average of the historical and implied volatility of our stock price. The average expected life was calculated using the simplified method, as we have insufficient historical information to provide a basis for estimating average expected life. The risk-free interest rate was calculated based on U.S. Treasury zero-coupon issues with a remaining term equal to the expected life assumed at the date of grant. The dividend yield assumption listed below is based on the expectation of future payouts.

125

%%%Dividend yield%%%Risk-free rate%%%Expected term (in years)

19.

noncontrolling interest balance related to these entities and the creditors of these entities do not have general recourse to us. $ $ Interest receivable Restricted cash Total$ $ $ Consolidated LiabilitiesInterest payable$ $ $ Securitized debt Total$ $ $ $ $ Interest expense$ $ $ Debt issuance cost amortization$ $ $ Administrative expenses$ $ $

126

$ Principal receipts Interest receipts Reserve release Total Cash OutflowsPrincipal payments()()Voluntary repurchases of defaulted vacation ownership notes receivable, net()()Voluntary clean-up call()()Interest payments()()Funding of restricted cash()()Total()()Net Cash Flows$ $

The following table shows cash flows between us and the Warehouse Credit Facility VIE:


($ in millions)	2023	2022
Cash Inflows
Proceeds from vacation ownership notes receivable securitizations	$	$
Principal receipts
Interest receipts
Reserve release
Total
Cash Outflows
Principal payments	()	()
Voluntary repurchases of defaulted vacation ownership notes receivable, net	()
Repayment of Warehouse Credit Facility	()	()
Interest payments	()	()
Funding of restricted cash	()	()
Total	()	()
Net Cash Flows	$	$

Under the terms of our vacation ownership notes receivable securitizations, we have the right to substitute loans for, or repurchase, defaulted loans at our option, subject to certain limitations. We made voluntary repurchases of defaulted vacation ownership notes receivable, net of substitutions, of $ million during 2023, $ million during 2022 and $ million during 2021. We also made voluntary repurchases of $ million, $ million and $ million of other non-defaulted vacation ownership notes receivable during 2023, 2022 and 2021, respectively, to retire previous vacation ownership notes receivable securitizations. Our maximum exposure to potential loss relating to the special purpose entities that purchase, sell, and own these vacation ownership notes receivable is the overcollateralization amount (the difference between the loan collateral balance and the balance of the outstanding vacation ownership notes receivable), plus cash reserves and any residual interest in future cash flows from collateral.

127

million in 2024, $ million in 2025, and $ million in 2026. As of December 31, 2023, our Balance Sheet reflected $ million in Accounts and contracts receivable, including a note receivable of less than $ million, $ million in Property and equipment, net and $ million in Accrued liabilities. We believe that our maximum exposure to loss as a result of our involvement with this VIE is approximately $ million as of December 31, 2023. Subsequent to the end of 2023, we fulfilled our outstanding commitment to purchase retail space for $ million. We have an agreement to sell the retail space to a third party, at cost, upon completion of construction, which we expect to occur in the second half of 2024.

20.

operating and reportable business segments:

•Vacation Ownership includes a diverse portfolio of resorts that includes some of the world’s most iconic brands licensed under exclusive, long-term relationships. We are the exclusive worldwide developer, marketer, seller and manager of vacation ownership and related products under the Marriott Vacation Club, Grand Residences by Marriott, Sheraton Vacation Club, Westin Vacation Club, and Hyatt Vacation Club brands, as well as under Marriott Vacation Club Pulse, an extension of the Marriott Vacation Club brand. We are also the exclusive worldwide developer, marketer and seller of vacation ownership and related products under The Ritz-Carlton Club brand, and we have the non-exclusive right to develop, market and sell whole ownership residential products under The Ritz-Carlton Residences brand. We also have a license to use the St. Regis brand for specified fractional ownership products.

•Our Vacation Ownership segment generates most of its revenues from primary sources: selling vacation ownership products; managing vacation ownership resorts, clubs, and owners’ associations; financing consumer purchases of vacation ownership products; and renting vacation ownership inventory.

•Exchange & Third-Party Management includes an exchange network and membership programs, as well as provision of management services to other resorts and lodging properties. We provide these services through our Interval International and Aqua-Aston businesses. Exchange & Third-Party Management revenue generally is fee-based and derived from membership, exchange, and rental transactions, property and owners’ association management, and other related products and services. VRI Americas was part of the Exchange & Third-Party Management segment through the date of sale in April 2022. See Footnote 3 “Acquisitions and Dispositions” for more information on the disposition of VRI Americas.

Our CODM evaluates the performance of our segments based primarily on the results of the segment without allocating corporate expenses or income taxes. We do not allocate corporate interest expense or indirect general and administrative expenses to our segments. We include interest income specific to segment activities within the appropriate segment. We allocate depreciation and amortization, other gains and losses, equity in earnings or losses from our joint ventures, and noncontrolling interest to each of our segments as appropriate. Corporate and other represents that portion of our results that are not allocable to our segments, including those relating to consolidated owners’ associations, as our CODM does not use this information to make operating segment resource allocations.

Our CODM uses Adjusted Earnings before Interest Expense, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) to evaluate the profitability of our operating segments, and the components of net income or loss attributable to common stockholders excluded from Adjusted EBITDA are not separately evaluated. Adjusted EBITDA is defined as net income or loss attributable to common stockholders, before interest expense (excluding consumer financing interest expense associated with term securitization transactions), income taxes, depreciation and amortization, excluding share-based compensation expense and adjusted for certain items that affect the comparability of our operating performance.

128

$ $ Exchange & Third-Party Management Total segment revenues

Consolidated Property Owners’ Associations

() $ $ $ $ $ Adjusted EBITDA Exchange & Third-Party Management Reconciling items:Corporate and other()()()Interest expense, net()()()Tax provision()()()Depreciation and amortization()()()Share-based compensation expense()()()Certain items()()()Net income attributable to common stockholders$ $ $

Depreciation and Amortization


($ in millions)	2023	2022	2021
Vacation Ownership	$	$	$
Exchange & Third-Party Management
Total segment depreciation and amortization
Corporate and other
	$	$	$

$ Exchange & Third-Party Management Total segment assets Corporate and other $ $

129

$ $ Exchange & Third-Party Management Total segment capital expenditures Corporate and other ()$ $ $ $ $ All other countries $ $ $ $ All other countries $ $

21.

$ $ Equity method investment Investment in management contract Hotel

Property & equipment

$ $ $

Lease Impairment

See Footnote 14 “Leases” for information on the impairment of our right-to-use operating lease asset.

Restructuring Costs

During 2023, we realigned our management structure and made additional headcount reductions, resulting in severance costs of $ million associated with the elimination of certain positions, of which $ million was accrued on our Balance Sheet as of December 31, 2023.

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Item 9.			Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

None.


Item 9A.			Controls and Procedures

Disclosure Controls and Procedures

As of the end of the period covered by this Annual Report, we evaluated, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act), and management necessarily applied its judgment in assessing the costs and benefits of such controls and procedures, which by their nature, can provide only reasonable assurance about management’s control objectives. Our disclosure controls and procedures have been designed to provide reasonable assurance of achieving the desired control objectives. However, you should note that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and we cannot assure you that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. Based upon the foregoing evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of December 31, 2023, our disclosure controls and procedures were effective and operating to provide reasonable assurance that we record, process, summarize and report the information we are required to disclose in the reports that we file or submit under the Exchange Act within the time periods specified in the rules and forms of the SEC, and to provide reasonable assurance that we accumulate and communicate such information to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions about required disclosure.

Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). We have set forth management’s annual report on internal control over financial reporting and the independent registered public accounting firm’s report on the effectiveness of our internal control over financial reporting in Part II, Item 8 of this Annual Report, and we incorporate those reports by reference.

Changes in Internal Control Over Financial Reporting

We made no changes in our internal control over financial reporting during the fourth quarter of 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


Item 9B.			Other Information

During the quarter ended December 31, 2023, no director or Section 16 officer or 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).


Item 9C.			Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

PART III

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”).


Item 10.			Directors, Executive Officers and Corporate Governance

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. Information required by Item 10 of Form 10-K relating to directors is incorporated by reference to the material captioned “Report on the Board of Directors and its Committees” in our Proxy Statement.

131

Code of Conduct

Our Board of Directors has adopted a code of conduct, our Business Conduct Guide, that applies to all of our directors, officers, and associates, including our Chief Executive Officer, Principal Financial Officer, and Chief Accounting Officer. Our Business Conduct Guide is available in the Investor Relations section of our website (marriottvacationsworldwide.com) and is accessible by clicking on “Corporate Governance.” Any amendments to our Business Conduct Guide and any grant of a waiver from a provision of our Business Conduct Guide requiring disclosure under applicable SEC rules may be disclosed at the same location as the Business Conduct Guide in the Investor Relations section of our website located at marriottvacationsworldwide.com within four business days following the date of the amendment or waiver or on a Current Report on Form 8-K.


Item 11.			Executive Compensation

We incorporate this information by reference to the “Executive and Director Compensation” and “Compensation Committee Interlocks and Insider Participation” sections of our Proxy Statement.


Item 12.			Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

We incorporate this information by reference to the “Securities Authorized for Issuance Under Equity Compensation Plans” and “Stock Ownership” sections of our Proxy Statement.


Item 13.			Certain Relationships and Related Transactions, and Director Independence

We incorporate this information by reference to the “Transactions with Related Persons” and “Director Independence” sections of our Proxy Statement.


Item 14.			Principal Accountant Fees and Services

We incorporate this information by reference to the “Independent Registered Public Accounting Firm Fee Disclosure” and “Pre-Approval of Independent Auditor Fees and Services Policy” sections of our Proxy Statement.

PART IV


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

Filed
Herewith

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

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

132

Exhibit Number

Description

Filed
Herewith

Incorporation By Reference From

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

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

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 4.10 above)

8-K

4.2

12/8/2022

4.11

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

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

133

Exhibit Number

Description

Filed
Herewith

Incorporation By Reference From

Form

Exhibit

Date Filed

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. and ILG, LLC

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

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

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

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.

10-K

10.14

3/1/2022

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

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

134

Exhibit Number

Description

Filed
Herewith

Incorporation By Reference From

Form

Exhibit

Date Filed

10.19

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

10-Q

10.3

8/4/2023

10.20

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

10-Q

10.4

8/4/2023

10.21

Form of Director Stock Unit Agreement(1)

10-Q

10.5

8/4/2023

10.22

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

10-K

10.22

2/27/2023

10.23

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

10-K

10.23

2/27/2023

10.24

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

10-K

10.24

2/27/2023

10.25

Marriott Vacations Worldwide Corporation Change in Control Severance Plan*

10.26

Form of Participation Agreement for Change in Control Severance Plan*

10-K

10.26

2/27/2023

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

10.30

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

10.31

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

10.32

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

10.33

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

10.34

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

10.35

Deferred Compensation Plan for Non-Employee Directors*

S-1(2)

10.12

8/1/2018

10.36

Interval Leisure Group, Inc. 2013 Stock and Incentive Compensation Plan, as amended*

S-8(2)

10.1

8/5/2016

10.37

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

10.38

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

135

Exhibit Number

Description

Filed
Herewith

Incorporation By Reference From

Form

Exhibit

Date Filed

10.39

License, 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)

10.1

5/12/2016

10.40

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

10.41

Termination 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-K

10.2

9/20/2018

10.42

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

10.43

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

10.44

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

10.45

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

10.46

Amended and Restated Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan

10-Q

10.6

11/3/2023

10.47

Form of Call Option Transaction Confirmation

8-K

10.1

2/3/2021

10.48

Form of Warrant Confirmation

8-K

10.2

2/3/2021

10.49

Form of Base Call Option Transaction Confirmation

8-K

10.1

12/8/2022

10.50

Form of Base Warrant Confirmation

8-K

10.2

12/8/2022

10.51

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

10.52

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

10.53

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

10.54

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)

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

Furnished

136

Exhibit Number

Description

Filed
Herewith

Incorporation By Reference From

Form

Exhibit

Date Filed

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

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 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.
†			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.


Item 16.			Form 10-K Summary

None.

137

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.


	MARRIOTT VACATIONS WORLDWIDE CORPORATION

Date: February 27, 2024	By:	/s/ John E. Geller, Jr.
		John E. Geller, Jr.
		President and Chief Executive Officer

POWER OF ATTORNEY

KNOW BY ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints jointly and severally, John E. 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.


Principal Executive Officer:

/s/ John E. Geller, Jr.						President, Chief Executive Officer and Director
John E. Geller, Jr.

Principal Financial Officer:

/s/ Jason P. Marino						Executive Vice President and Chief Financial Officer
Jason P. Marino

Principal Accounting Officer:

/s/ Kathleen A. Pighini						Senior Vice President, Corporate Controller and Chief Accounting Officer
Kathleen A. Pighini

Directors:


/s/ William J. Shaw						/s/ Jonice M. Gray
William J. Shaw, Director, Chairman						Jonice M. Gray, Director

/s/ C.E. Andrews						/s/ Melquiades R. Martinez
C.E. Andrews, Director						Melquiades R. Martinez, Director

/s/ Lizanne Galbreath						/s/ William W. McCarten
Lizanne Galbreath, Director						William W. McCarten, Director

/s/ Mary E. Galligan						/s/ Dianna F. Morgan
Mary E. Galligan, Director						Dianna F. Morgan, Director

/s/ Raymond L. Gellein, Jr.						/s/ Stephen R. Quazzo
Raymond L. Gellein, Jr., Director						Stephen R. Quazzo, Director

138

MARRIOTT VACATIONS WORLDWIDE Corp - Annual Report: 2023 (Form 10-K)

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