filings.toolsItem 15. Exhibits and Financial Statement Schedules.
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Item 15. Exhibits and Financial Statement Schedules.
LIST OF DOCUMENTS FILED AS PART OF THIS REPORT
(1) FINANCIAL STATEMENTS
We include this portion of Item 15 under Part II, Item 8 of this Report on Form 10-K.
(2) FINANCIAL STATEMENT SCHEDULES
We include the financial statement schedule information required by the applicable accounting regulations of the SEC in the notes to our financial statements and incorporate that information in this Item 15 by reference.
(3) EXHIBITS
Any shareholder who wants a copy of the following Exhibits may obtain one from us upon request at a charge that reflects the reproduction cost of such Exhibits. Requests should be made to the Secretary, Marriott International, Inc., 10400 Fernwood Road, Department 52/862, Bethesda, MD 20817.
We have not filed as exhibits certain instruments defining the rights of holders of the long-term debt of Marriott or its subsidiary Starwood Hotels & Resorts Worldwide, LLC, pursuant to Item 601(b)(4)(iii) of Regulation S-K promulgated under the Exchange Act, because the amount of debt authorized and outstanding under each such instrument does not exceed 10 percent of the total assets of the Company’s and its consolidated subsidiaries. The Company agrees to furnish a copy of any such instrument to the Commission upon request.
| Exhibit No. | Description | Incorporation by Reference (where a report is indicated below, that document has been previously filed with the SEC and the applicable exhibit is incorporated by reference thereto) | ||
| 2.1 | Agreement and Plan of Merger, dated as of November 15, 2015, by and among the Company, Starwood, and certain of their subsidiaries. | Exhibit No. 2.1 to our Form 8-K filed November 16, 2015 (File No. 001-13881). | ||
| 2.2 | Amendment No. 1 to Agreement and Plan of Merger, dated March 20, 2016, by and among the Company, Starwood, and certain of their subsidiaries. | Exhibit No. 2.1 to our Form 8-K filed March 21, 2016 (File No. 001-13881). | ||
| 3.1 | Restated Certificate of Incorporation. | Exhibit No. 3(i) to our Form 8-K filed August 22, 2006 (File No. 001-13881). | ||
| 3.2 | Amended and Restated Bylaws. | Exhibit No. 3.(ii) to our Form 8-K filed February 14, 2017 (File No. 001-13881). | ||
| 4.1 | Form of Common Stock Certificate. | Exhibit No. 4.5 to our Form S-3ASR filed December 8, 2005 (File No. 333-130212). | ||
| 4.2 | Indenture dated as of November 16, 1998, between the Company and The Bank of New York Mellon, as successor to JPMorgan Chase Bank, N.A., formerly known as The Chase Manhattan Bank. | Exhibit No. 4.1 to our Form 10-K for the fiscal year ended January 1, 1999 (File No. 001-13881). | ||
| Exhibit No. | Description | Incorporation by Reference (where a report is indicated below, that document has been previously filed with the SEC and the applicable exhibit is incorporated by reference thereto) | ||
| 10.1.1 | U.S. $4,000,000,000 Fourth Amended and Restated Credit Agreement dated as of June 10, 2016 with Bank of America, N.A. as administrative agent and certain banks. | Exhibit No. 10 to our Form 8-K filed June 13, 2016 (File No. 001-13881). | ||
| 10.1.2 | First Amendment as of December 7, 2018 to the Fourth Amended and Restated Credit Agreement dated as of June 10, 2016 with Bank of America, N.A. as administrative agent and certain banks. | Filed with this report. | ||
| 10.2.1 | License, Services and Development Agreement entered into on November 17, 2011, among the Company, Marriott Worldwide Corporation, Marriott Vacations Worldwide Corporation, and the other signatories thereto. | Exhibit No. 10.1 to our Form 8-K filed November 21, 2011 (File No. 001-13881). | ||
| 10.2.2 | First Amendment to License, Services, and Development Agreement for Marriott Projects, dated February 26, 2018, among the Company, Marriott Worldwide Corporation, Marriott Vacations Worldwide Corporation, and the other signatories thereto. | Exhibit No. 10.1 to our Form 8-K filed February 27, 2018 (File No. 001-13881). | ||
| 10.2.3 | Letter of Agreement, effective as of September 1, 2018, among Marriott International, Inc., Marriott Worldwide Corporation, Marriott Rewards, LLC, Starwood Hotels & Resorts Worldwide, LLC, Marriott Vacations Worldwide Corporation, Marriott Ownership Resorts, Inc., Vistana Signature Experiences, Inc. and ILG, LLC. | Exhibit No. 10.2 to our Form 10-Q filed November 6, 2018 (File No. 001-13881). | ||
| 10.3.1 | 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. | Exhibit No. 10.2 to our Form 8-K filed November 21, 2011 (File No. 001-13881). | ||
| 10.3.2 | First Amendment to License, Services, and Development Agreement for Ritz-Carlton Projects, dated February 26, 2018, among The Ritz-Carlton Hotel Company, L.L.C., Marriott Vacations Worldwide Corporation, and the other signatories thereto. | Exhibit No. 10.2 to our Form 8-K filed February 27, 2018 (File No. 001-13881). | ||
| 10.4.1 | Marriott Rewards Affiliation Agreement entered into on November 17, 2011, among the Company, Marriott Rewards, L.L.C., Marriott Vacations Worldwide Corporation and certain of its subsidiaries, Marriott Ownership Resorts, Inc., and the other signatories thereto. | Exhibit No. 10.5 to our Form 8-K filed November 21, 2011 (File No. 001-13881). | ||
| 10.4.2 | First Amendment to the Marriott Rewards Affiliation Agreement, dated February 26, 2018, among the Company, Marriott Rewards, LLC, Marriott Vacations Worldwide Corporation, and Marriott Ownership Resorts, Inc. | Exhibit No. 10.3 to our Form 8-K filed February 27, 2018 (File No. 001-13881). | ||
| 10.5.1 | Non-Competition Agreement entered into on November 17, 2011, with Marriott Vacations Worldwide Corporation. | Exhibit No. 10.6 to our Form 8-K filed November 21, 2011 (File No. 001-13881). | ||
| 10.5.2 | Termination of Noncompetition Agreement, dated February 26, 2018, between the Company and MVWC. | Exhibit No. 10.4 to our Form 8-K filed February 27, 2018 (File No. 001-13881). | ||
| 10.6.1 | Noncompetition Agreement, dated as of May 11, 2016, between Starwood and Vistana Signature Experiences, Inc. | Exhibit 10.2 to Starwood’s Form 8-K filed May 12, 2016 (File No. 001-07959). |
| Exhibit No. | Description | Incorporation by Reference (where a report is indicated below, that document has been previously filed with the SEC and the applicable exhibit is incorporated by reference thereto) | ||
| 10.6.2 | Termination of Noncompetition Agreement, effective as of September 1, 2018, between Starwood Hotels & Resorts Worldwide, LLC and Vistana Signature Experiences, Inc. | Exhibit No. 10.1 to our Form 10-Q filed November 6, 2018 (File No. 001-13881). | ||
| *10.7.1 | Marriott International, Inc. Stock and Cash Incentive Plan, as Amended Through February 13, 2014. | Exhibit A to our Definitive Proxy Statement filed April 4, 2014 (File No. 001-13881). | ||
| *10.7.2 | Amendment dated August 7, 2014 to the Marriott International, Inc. Stock and Cash Incentive Plan. | Exhibit No. 10 to our Form 10-Q filed October 29, 2014 (File No. 001-13881). | ||
| *10.7.3 | Amendment dated September 23, 2016 to the Marriott International, Inc. Stock and Cash Incentive Plan. | Exhibit 10.8.2 to our Form 10-K filed February 15, 2018 (File No. 001-13881). | ||
| *10.7.4 | Amendment dated May 5, 2017 to the Marriott International, Inc. Stock and Cash Incentive Plan. | Exhibit 10.8.3 to our Form 10-K filed February 15, 2018 (File No. 001-13881). | ||
| *10.7.5 | Amendment dated February 15, 2019 to the Marriott International, Inc. Stock and Cash Incentive Plan. | Filed with this report. | ||
| *10.8.1 | Marriott International, Inc. Executive Deferred Compensation Plan, Amended and Restated as of January 1, 2009. | Exhibit No. 99 to our Form 8-K filed August 6, 2009 (File No. 001-13881). | ||
| *10.8.2 | Amendment to the Marriott International, Inc. Executive Deferred Compensation Plan, effective January 1, 2010. | Exhibit 10.9.1 to our Form 10-K filed February 15, 2018 (File No. 001-13881). | ||
| *10.8.3 | Amendment to the Marriott International, Inc. Executive Deferred Compensation Plan, effective April 1, 2010. | Exhibit 10.9.2 to our Form 10-K filed February 15, 2018 (File No. 001-13881). | ||
| *10.8.4 | Amendment to the Marriott International, Inc. Executive Deferred Compensation Plan, effective October 25, 2011. | Exhibit 10.9.3 to our Form 10-K filed February 15, 2018 (File No. 001-13881). | ||
| *10.8.5 | Amendment to the Marriott International, Inc. Executive Deferred Compensation Plan, effective November 19, 2011. | Exhibit 10.9.4 to our Form 10-K filed February 15, 2018 (File No. 001-13881). | ||
| *10.8.6 | Amendment to the Marriott International, Inc. Executive Deferred Compensation Plan, effective January 1, 2013. | Exhibit 10.9.5 to our Form 10-K filed February 15, 2018 (File No. 001-13881). | ||
| *10.8.7 | Amendment to the Marriott International, Inc. Executive Deferred Compensation Plan, effective September 23, 2016 (409A). | Exhibit 10.9.6 to our Form 10-K filed February 15, 2018 (File No. 001-13881). | ||
| *10.8.8 | Amendment to the Marriott International, Inc. Executive Deferred Compensation Plan, effective September 23, 2016 (Starwood deferral elections). | Exhibit 10.9.7 to our Form 10-K filed February 15, 2018 (File No. 001-13881). | ||
| *10.8.9 | Amendment to the Marriott International, Inc. Executive Deferred Compensation Plan, effective January 1, 2019. | Filed with this report. | ||
| *10.9.1 | Form of Employee Non-Qualified Stock Option Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan. | Exhibit 10.10 to our Form 10-K filed February 15, 2018 (File No. 001-13881). | ||
| *10.9.2 | Form of Senior Executive Supplemental Non-Qualified Stock Option Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan. | Exhibit 10.10.1 to our Form 10-K filed February 15, 2018 (File No. 001-13881). | ||
| *10.10.1 | Form of Executive Restricted Stock Unit/MI Shares Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (pre-February 2018). | Exhibit 10.11 to our Form 10-K filed February 15, 2018 (File No. 001-13881). | ||
| Exhibit No. | Description | Incorporation by Reference (where a report is indicated below, that document has been previously filed with the SEC and the applicable exhibit is incorporated by reference thereto) | ||
| *10.10.2 | Form of Retention Executive Restricted Stock Unit Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (pre-February 2018). | Exhibit 10.11.1 to our Form 10-K filed February 15, 2018 (File No. 001-13881). | ||
| *10.10.3 | Form of Executive Restricted Stock Unit/MI Shares Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (February 2018). | Exhibit 10.6.1 to our Form 10-Q filed May 10, 2018 (File No. 001-13881). | ||
| *10.10.4 | Form of Retention Executive Restricted Stock Unit Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (February 2018). | Exhibit 10.6.2 to our Form 10-Q filed May 10, 2018 (File No. 001-13881). | ||
| *10.11.1 | Form of Stock Appreciation Right Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (pre-February 2018). | Exhibit 10.12 to our Form 10-K filed February 15, 2018 (File No. 001-13881). | ||
| *10.11.2 | Form of Senior Executive Supplemental Stock Appreciation Right Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan. | Exhibit 10.12.1 to our Form 10-K filed February 15, 2018 (File No. 001-13881). | ||
| *10.11.3 | Form of Stock Appreciation Right Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (For Non-Employee Directors). | Exhibit 10.12.2 to our Form 10-K filed February 15, 2018 (File No. 001-13881). | ||
| *10.11.4 | Form of Stock Appreciation Right Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (February 2018). | Exhibit 10.7 to our Form 10-Q filed May 10, 2018 (File No. 001-13881). | ||
| *10.12.1 | Form of Performance Share Unit Award Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (pre-February 2018). | Exhibit 10.13 to our Form 10-K filed February 15, 2018 (File No. 001-13881). | ||
| *10.12.2 | Form of Business Integration Performance Share Unit Award Agreement for the Marriott International Inc. Stock and Cash Incentive Plan. | Exhibit 10.13.1 to our Form 10-K filed February 15, 2018 (File No. 001-13881). | ||
| *10.12.3 | Form of Performance Share Unit Award Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (February 2018). | Exhibit 10.8 to our Form 10-Q filed May 10, 2018 (File No. 001-13881). | ||
| *10.13 | Summary of Marriott International, Inc. Director Compensation. | Exhibit 10.1 to our Form 10-Q filed August 7, 2018 (File No. 001-13881). | ||
| *10.14 | Marriott International, Inc. Executive Officer Annual Cash Incentive Program. | Exhibit 10.9 to our Form 10-Q filed May 10, 2018 (File No. 001-13881). | ||
| *10.15.1 | Starwood 1999 Long-Term Incentive Compensation Plan. | Exhibit 10.4 to Starwood’s Form 10-Q for the quarterly period ended June 30, 1999 (File No. 001-07959). | ||
| *10.15.2 | First Amendment to the Starwood 1999 Long-Term Incentive Compensation Plan, dated as of August 1, 2001. | Exhibit 10.1 to Starwood’s Form 10-Q for the quarterly period ended September 30, 2001 (File No. 001-07959). | ||
| *10.15.3 | Second Amendment to the Starwood 1999 Long-Term Incentive Compensation Plan. | Exhibit 10.2 to Starwood’s Form 10-Q for the quarterly period ended March 31, 2003 (File No. 001-07959). | ||
| *10.16.1 | Starwood 2002 Long-Term Incentive Compensation Plan. | Annex B of Starwood’s 2002 Notice of Annual Meeting and Proxy Statement filed April 12, 2002 (File No. 001-07959). | ||
| *10.16.2 | First Amendment to the Starwood 2002 Long-Term Incentive Compensation Plan. | Exhibit 10.1 to Starwood’s Form 10-Q for the quarterly period ended March 31, 2003 (File No. 001-07959). | ||
| *10.17.1 | Starwood 2004 Long-Term Incentive Compensation Plan, amended and restated as of December 31, 2008. | Exhibit 10.3 to Starwood’s Form 8-K filed January 6, 2009 (File No. 001-07959). | ||
| Exhibit No. | Description | Incorporation by Reference (where a report is indicated below, that document has been previously filed with the SEC and the applicable exhibit is incorporated by reference thereto) | ||
| *10.17.2 | First Amendment to the Starwood 2004 Long-Term Incentive Compensation Plan. | Exhibit 10.1 to Starwood’s Form 10-Q for the quarterly period ended June 30, 2013 (File No. 001-07959). | ||
| *10.18.1 | Starwood 2013 Long-Term Incentive Compensation Plan. | Exhibit 4.4 to Starwood’s Form S-8 filed June 28, 2013 (File No. 333-189674). | ||
| *10.18.2 | Amendment dated May 5, 2017 to the Starwood 2013 Long-Term Incentive Compensation Plan. | Exhibit 10.19.1 to our Form 10-K filed February 15, 2018 (File No. 001-13881). | ||
| *10.19 | Amendment dated June 29, 2016 to the Starwood 2013 Long-Term Incentive Compensation Plan, the Starwood 2004 Long-Term Incentive Compensation Plan, the Starwood 2002 Long-Term Incentive Compensation Plan, and the Starwood 1999 Long-Term Incentive Compensation Plan. | Exhibit 10.20 to our Form 10-K filed February 15, 2018 (File No. 001-13881). | ||
| *10.20 | Amendment dated September 23, 2016 to the Starwood 2013 Long-Term Incentive Compensation Plan, the Starwood 2004 Long-Term Incentive Compensation Plan, the Starwood 2002 Long-Term Incentive Compensation Plan, and the Starwood 1999 Long-Term Incentive Compensation Plan. | Exhibit 10.21 to our Form 10-K filed February 15, 2018 (File No. 001-13881). | ||
| *10.21 | Amendment dated November 10, 2016 to the Marriott International, Inc. Stock and Cash Incentive Plan, the Starwood 2013 Long-Term Incentive Compensation Plan, the Starwood 2004 Long-Term Incentive Compensation Plan, the Starwood 2002 Long-Term Incentive Compensation Plan, and the Starwood 1999 Long-Term Incentive Compensation Plan. | Exhibit 10.22 to our Form 10-K filed February 15, 2018 (File No. 001-13881). | ||
| †10.22 | Amended and Restated Side Letter Agreement - Program Affiliation, dated February 26, 2018, among the Company, Marriott Vacations Worldwide, and certain of their subsidiaries. | Exhibit No. 10.5 to our Form 8-K filed February 27, 2018 (File No. 001-13881). | ||
| 10.23 | Aircraft Time Sharing Agreement, effective as of September 20, 2018, between Marriott International Administrative Services, Inc. and J. Willard Marriott Jr. | Exhibit No. 10.3 to our Form 10-Q filed November 6, 2018 (File No. 001-13881). | ||
| 21 | Subsidiaries of Marriott International, Inc. | Filed with this report. | ||
| 23 | Consent of Ernst & Young LLP. | Filed with this report. | ||
| 31.1 | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a). | Filed with this report. | ||
| 31.2 | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a). | Filed with this report. | ||
| 32 | Section 1350 Certifications. | Furnished with this report. | ||
| 101.INS | XBRL Instance Document. | Submitted electronically with this report. | ||
| 101.SCH | XBRL Taxonomy Extension Schema Document. | Submitted electronically with this report. | ||
| 101.CAL | XBRL Taxonomy Calculation Linkbase Document. | Submitted electronically with this report. | ||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase. | Submitted electronically with this report. | ||
| 101.LAB | XBRL Taxonomy Label Linkbase Document. | Submitted electronically with this report. | ||
| 101.PRE | XBRL Taxonomy Presentation Linkbase Document. | Submitted electronically with this report. |
| * | Denotes management contract or compensatory plan. |
| † | 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 Exchange Act. The redacted portions of this exhibit have been filed with the Securities and Exchange Commission. |
We have submitted electronically the following documents formatted in XBRL (Extensible Business Reporting Language) as Exhibit 101 to this report: (i) the Consolidated Statements of Income for the year-ended December 31, 2018, December 31, 2017, and December 31, 2016; (ii) the Consolidated Balance Sheets at December 31, 2018, and December 31, 2017; (iii) the Consolidated Statements of Cash Flows for the year-ended December 31, 2018, December 31, 2017, and December 31, 2016; (iv) the Consolidated Statements of Comprehensive Income for the year-ended December 31, 2018, December 31, 2017, and December 31, 2016; (v) the Consolidated Statements of Shareholders’ Equity for the year-ended December 31, 2018, December 31, 2017, and December 31, 2016; and (vi) Notes to Consolidated Financial Statements.
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