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United States securities and exchange commission logo
December 22, 2022
Anthony Terry
Executive Vice President and Chief Financial Officer
Marriott Vacations Worldwide Corporation
9002 San Marco Court
Orlando, FL 32819
Re: Marriott Vacations
Worldwide Corporation
Form 10-K for the
fiscal year ended December 31, 2021
Filed March 1, 2022
File No. 001-35219
Dear Anthony Terry:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the fiscal year ended December 31, 2021
Earnings Before Interest Expense, Taxes, Depreciation and Amortization
("EBITDA") and
Adjusted EBITDA, page 41
1. We note your adjustment
for certain items to arrive at Adjusted EBITDA. We further
note this adjustment
includes $93 million of ILG Acquisition and integration related costs
for 2021 and $62
million of ILG Acquisition-related costs for 2020. In addition, we note
that you adjust for $67
million of ILG integration related costs to arrive at Adjusted
EBITDA for the nine
months ended September 30, 2022. Given that the ILG acquisition
occurred in September
2018, please clarify for us the nature of these costs. In addition,
please tell us if you
consider such costs to be normal, recurring, cash operating expenses
and how you made that
determination. In your response, please address if these expense
occur repeatedly or
occasionally. Please refer to Question 100.01 of our Compliance
& Disclosure
Interpretations on Non-GAAP Financial Measures.
Consolidated Statements of Income, page 74
Anthony Terry
Marriott Vacations Worldwide Corporation
December 22, 2022
Page 2
2. We note your line item for transaction and integration costs appears to
be classified as a
non-operating expense and that $93 million of such costs in 2021, $63
million of such
costs in 2021, and $67 million of such costs for the nine months ended
September 30,
2022 relate to ILG Acquisition and integration related costs. In light of
the ILG
Acquisition taking place in 2018, please clarify for us the nature of
such expenses and tell
us what consideration you gave to classifying these expenses as operating
expenses.
Please refer to Rule 5-03 of Regulation S-X.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Howard Efron at 202-551-3439 or Jennifer Monick at
202-551-
3295 with any questions.
Sincerely,
FirstName LastNameAnthony Terry
Division of Corporation
Finance
Comapany NameMarriott Vacations Worldwide Corporation
Office of Real Estate &
Construction
December 22, 2022 Page 2
cc: Kathy Pighini
FirstName LastName