SEC Comment Letter 0000000000-22-013834 to MARRIOTT VACATIONS WORLDWIDE Corp (VAC) (CIK 0001524358) (VAC)
MARRIOTT VACATIONS WORLDWIDE Corp (VAC) (CIK 0001524358)
Date: Dec. 22, 2022 · CIK: 0001524358 · Accession: 0000000000-22-013834
AI Filing Summary & Sentiment
File numbers found in text: 001-35219
Letter
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
FirstName LastNameAnthony Terry Comapany NameMarriott Vacations Worldwide Corporation December 22, 2022 Page 2 FirstName LastName 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, Division of Corporation Finance Office of Real Estate & Construction cc: Kathy Pighini
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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
FirstName LastNameAnthony Terry
Comapany NameMarriott Vacations Worldwide Corporation
December 22, 2022 Page 2
FirstName LastName
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,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Kathy Pighini