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 Annual 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 stockholder 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., 7750 Wisconsin Avenue, Department 52/862, Bethesda, MD 20814.
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) | ||||||||||||
| 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. 3.1 to our Form 8-K filed August 4, 2023 (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). | ||||||||||||
| 4.3 | Description of Registrant’s Securities. | Filed with this report. | ||||||||||||
| 10.1 | U.S. $4,500,000 Sixth Amended and Restated Credit Agreement dated as of December 14, 2022 with Bank of America, N.A. as administrative agent and certain banks. | Exhibit No. 10 to our Form 8-K filed December 15, 2022 (File No. 001-13881). | ||||||||||||
| 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). | ||||||||||||
| 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) | ||||||||||||
| 10.2.3 | Letter of Agreement, effective as of September 1, 2018, among the Company, 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). | ||||||||||||
| 10.2.4 | Letter of Agreement, effective as of January 1, 2022, among the Company, Marriott Worldwide Corporation, Marriott Vacations Worldwide Corporation, Starwood Hotels & Resorts Worldwide, LLC, Marriott Ownership Resorts, Inc., Vistana Signature Experiences, Inc. and ILG, LLC. | Exhibit No. 10.2.4 to our Form 10-K filed February 15, 2022 (File No. 001-13881). | ||||||||||||
| 10.2.5 | Letter of Agreement, dated as of March 4, 2022, among the Company, Marriott Worldwide Corporation, Marriott Vacations Worldwide Corporation, Starwood Hotels & Resorts Worldwide, LLC, Vistana Signature Experiences, Inc. and ILG, LLC. | Exhibit No. 10.1 to our Form 10-Q filed May 4, 2022 (File No. 001-13881). | ||||||||||||
| 10.2.6 | Amendment to License, Services, and Development Agreement for Marriott Projects, dated May 19, 2022, among the Company, Marriott Worldwide Corporation, Marriott Vacations Worldwide Corporation, Starwood Hotels & Resorts Worldwide, LLC, Vistana Signature Experiences, Inc. and ILG, LLC. | Exhibit No. 10.1 to our Form 10-Q filed August 2, 2022 (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 Bonvoy Affiliation Agreement entered into on November 10, 2021, 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. 10.4.1 to our Form 10-K filed February 15, 2022 (File No. 001-13881). | ||||||||||||
| †10.5 | 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). | ||||||||||||
| *10.6.1 | 2023 Marriott International, Inc. Stock and Cash Incentive Plan. | Exhibit No. 10.1 to our Form 8-K filed May 16, 2023 (File No. 001-13881). | ||||||||||||
| *10.6.2 | United Kingdom Sub-Plan of the 2023 Marriott International, Inc. Stock and Cash Incentive Plan (December 2023). | Filed with this report. | ||||||||||||
| *10.7.1 | Form of Non-Employee Director Deferred Share Award Agreement for the 2023 Marriott International, Inc. Stock and Cash Incentive Plan (June 2023). | Exhibit No. 10.2 to our Form 10-Q filed August 1, 2023 (File No. 001-13881). | ||||||||||||
| *10.7.2 | Form of Non-Employee Director Deferred Fee Award Agreement for the 2023 Marriott International, Inc. Stock and Cash Incentive Plan (June 2023). | Exhibit No. 10.3 to our Form 10-Q filed August 1, 2023 (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) | ||||||||||||
| *10.8 | Form of Non-Employee Director Stock Appreciation Right Agreement for the 2023 Marriott International, Inc. Stock and Cash Incentive Plan (June 2023). | Exhibit No. 10.4 to our Form 10-Q filed August 1, 2023 (File No. 001-13881). | ||||||||||||
| *10.9.1 | 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). | ||||||||||||
| *10.9.2 | 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). | ||||||||||||
| *10.9.3 | Amendment dated September 23, 2016 to the Marriott International, Inc. Stock and Cash Incentive Plan. | Exhibit No. 10.8.2 to our Form 10-K filed February 15, 2018 (File No. 001-13881). | ||||||||||||
| *10.9.4 | Amendment dated November 10, 2016 to the Marriott International, Inc. Stock and Cash Incentive Plan. | Exhibit No. 10.22 to our Form 10-K filed February 15, 2018 (File No. 001-13881). | ||||||||||||
| *10.9.5 | Amendment dated May 5, 2017 to the Marriott International, Inc. Stock and Cash Incentive Plan. | Exhibit No. 10.8.3 to our Form 10-K filed February 15, 2018 (File No. 001-13881). | ||||||||||||
| *10.9.6 | Amendment dated February 15, 2019 to the Marriott International, Inc. Stock and Cash Incentive Plan. | Exhibit No. 10.7.5 to our Form 10-K filed March 1, 2019 (File No. 001-13881). | ||||||||||||
| *10.9.7 | Amendment dated May 10, 2019 to the Marriott International, Inc. Stock and Cash Incentive Plan. | Exhibit No. 10.1 to our Form 10-Q filed August 6, 2019 (File No. 001-13881). | ||||||||||||
| *10.9.8 | Amendment dated May 8, 2020 to the Marriott International, Inc. Stock and Cash Incentive Plan. | Exhibit No. 10.1 to our Form 10-Q filed August 10, 2020 (File No. 001-13881). | ||||||||||||
| *10.10.1 | Form of MI Shares Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (March 2019). | Exhibit No. 10.1 to our Form 10-Q filed May 10, 2019 (File No. 001-13881). | ||||||||||||
| *10.10.2 | Form of Retention Executive Restricted Stock Unit Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (March 2019). | Exhibit No. 10.2 to our Form 10-Q filed May 10, 2019 (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 2021). | Exhibit No. 10.4 to our Form 10-Q filed May 10, 2021 (File No. 001-13881). | ||||||||||||
| *10.10.4 | Form of MI Shares Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (February 2023). | Exhibit No. 10.1 to our Form 10-Q filed May 2, 2023 (File No. 001-13881). | ||||||||||||
| *10.11.1 | Form of Stock Appreciation Rights Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (pre-February 2018). | Exhibit No. 10.12 to our Form 10-K filed February 15, 2018 (File No. 001-13881). | ||||||||||||
| *10.11.2 | Form of Stock Appreciation Rights Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (February 2018). | Exhibit No. 10.7 to our Form 10-Q filed May 10, 2018 (File No. 001-13881). | ||||||||||||
| *10.11.3 | Form of Stock Appreciation Rights Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (March 2019). | Exhibit No. 10.3 to our Form 10-Q filed May 10, 2019 (File No. 001-13881). | ||||||||||||
| *10.11.4 | Form of Stock Appreciation Rights Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (February 2021). | Exhibit No. 10.5 to our Form 10-Q filed May 10, 2021 (File No. 001-13881). | ||||||||||||
| *10.11.5 | Form of Stock Appreciation Rights Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (February 2023). | Exhibit No. 10.3 to our Form 10-Q filed May 2, 2023 (File No. 001-13881). | ||||||||||||
| *10.12.1 | Form of Non-Employee Director Deferred Fee Award Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan. | Exhibit No. 10.2 to our Form 10-Q filed August 2, 2022 (File No. 001-13881). | ||||||||||||
| *10.12.2 | Form of Non-Employee Director Deferred Share Award Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan. | Exhibit No. 10.3 to our Form 10-Q filed August 2, 2022 (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) | ||||||||||||
| *10.13.1 | Form of Non-Employee Director Stock Appreciation Right Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (Pre-May 2022). | Exhibit No. 10.12.2 to our Form 10-K filed February 15, 2018 (File No. 001-13881). | ||||||||||||
| *10.13.2 | Form of Non-Employee Director Stock Appreciation Right Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (May 2022). | Exhibit No. 10.4 to our Form 10-Q filed August 2, 2022 (File No. 001-13881). | ||||||||||||
| *10.14.1 | Form of Performance Share Unit Award Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (March 2019). | Exhibit No. 10.4 to our Form 10-Q filed May 10, 2019 (File No. 001-13881). | ||||||||||||
| *10.14.2 | Form of Performance Share Unit Award Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (February 2021). | Exhibit No. 10.6 to our Form 10-Q filed May 10, 2021 (File No. 001-13881). | ||||||||||||
| *10.14.3 | Form of Performance Share Unit Award Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (February 2023). | Exhibit No. 10.2 to our Form 10-Q filed May 2, 2023 (File No. 001-13881). | ||||||||||||
| *10.15.1 | Marriott International, Inc. Executive Deferred Compensation Plan, amended and restated as of February 11, 2022. | Exhibit No. 10.6.1 to our Form 10-K filed February 15, 2022 (File No. 001-13881). | ||||||||||||
| *10.15.2 | First Amendment to the Marriott International, Inc. Executive Deferred Compensation Plan, effective as of October 31, 2022. | Exhibit No. 10.7.2 to our Form 10-K filed February 14, 2023 (File No. 001-13881). | ||||||||||||
| *10.15.3 | Second Amendment to the Marriott International, Inc. Executive Deferred Compensation Plan, effective as of January 1, 2024. | Filed with this report. | ||||||||||||
| *10.16.1 | Starwood 2013 Long-Term Incentive Compensation Plan. | Exhibit No. 4.4 to Starwood’s Form S-8 filed June 28, 2013 (File No. 333-189674). | ||||||||||||
| *10.16.2 | Amendment dated June 29, 2016 to the Starwood 2013 Long-Term Incentive Compensation Plan. | Exhibit No. 10.20 to our Form 10-K filed February 15, 2018 (File No. 001-13881). | ||||||||||||
| *10.16.3 | Amendment dated September 23, 2016 to the Starwood 2013 Long-Term Incentive Compensation Plan. | Exhibit No. 10.21 to our Form 10-K filed February 15, 2018 (File No. 001-13881). | ||||||||||||
| *10.16.4 | Amendment dated May 5, 2017 to the Starwood 2013 Long-Term Incentive Compensation Plan. | Exhibit No. 10.19.1 to our Form 10-K filed February 15, 2018 (File No. 001-13881). | ||||||||||||
| *10.17 | Amended and Restated Aircraft Time Sharing Agreement, effective as of September 14, 2023, between Marriott International Administrative Services, Inc. and Anthony Capuano. | Exhibit No. 10.2 to our Form 10-Q filed November 2, 2023 (File No. 001-13881). | ||||||||||||
| 10.18 | Second Amended and Restated Aircraft Time Sharing Agreement, effective as of September 14, 2023, between Marriott International Administrative Services, Inc. and J. Willard Marriott, Jr. | Exhibit No. 10.1 to our Form 10-Q filed November 2, 2023 (File No. 001-13881). | ||||||||||||
| *10.19 | Aircraft Time Sharing Agreement, effective as of February 9, 2023, between Marriott International Administrative Services, Inc. and David Marriott. | Exhibit No. 10.16 to our Form 10-K filed February 14, 2023 (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. | ||||||||||||
| 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) | ||||||||||||
| 97 | Marriott International, Inc. Rule 10D-1 Clawback Policy. | Filed with this report. | ||||||||||||
| 101 | The following financial statements from Marriott International, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2023, formatted in Inline XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Income for the year ended December 31, 2023, December 31, 2022, and December 31, 2021; (ii) the Consolidated Balance Sheets at December 31, 2023, and December 31, 2022; (iii) the Consolidated Statements of Cash Flows for the year ended December 31, 2023, December 31, 2022, and December 31, 2021; (iv) the Consolidated Statements of Comprehensive Income for the year ended December 31, 2023, December 31, 2022, and December 31, 2021; (v) the Consolidated Statements of Stockholders’ (Deficit) Equity for the year ended December 31, 2023, December 31, 2022, and December 31, 2021; and (vi) Notes to Consolidated Financial Statements. | Submitted electronically 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. | ||||||||||||
| 104 | The cover page from Marriott International, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2023, formatted in Inline XBRL (included as Exhibit 101). | 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.
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