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 SEC 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 filed March 16, 1999 (File No. 001-13881). | ||||||||||||
| 4.3 | Description of Registrant’s Securities. | Exhibit No. 4.3 to our Form 10-K filed February 13, 2024 (File No. 001-13881). | ||||||||||||
| 10.1.1 | 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). | ||||||||||||
| 10.1.2 | First Amendment, dated as of May 17, 2024 and effective as of June 4, 2024, to the Sixth Amended and Restated Credit Agreement with Bank of America, N.A. as administrative agent, and certain banks, dated as of December 14, 2022. | Exhibit No. 10.1 to our Form 10-Q filed July 31, 2024 (File No. 001-13881). | ||||||||||||
| 10.2 | Amended and Restated License, Services and Development Agreement, dated September 20, 2024 and effective as of January 1, 2024, by and among the Company, Marriott Worldwide Corporation, and Marriott Vacations Worldwide Corporation, and the other signatories thereto. | Exhibit No. 10.2 to our Form 10-Q filed November 4, 2024 (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) | ||||||||||||
| 10.3.1 | 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 | 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). | ||||||||||||
| *10.5.1 | 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). | ||||||||||||
| *10.5.2 | United Kingdom Sub-Plan of the 2023 Marriott International, Inc. Stock and Cash Incentive Plan (December 2023). | Exhibit No. 10.6.2 to our Form 10-K filed February 13, 2024 (File No. 001-13881). | ||||||||||||
| *10.6.1 | Form of Non-Employee Director Deferred Share Award Agreement for the 2023 Marriott International, Inc. Stock and Cash Incentive Plan. | Exhibit No. 10.2 to our Form 10-Q filed August 1, 2023 (File No. 001-13881). | ||||||||||||
| *10.6.2 | Form of Non-Employee Director Deferred Fee Award Agreement for the 2023 Marriott International, Inc. Stock and Cash Incentive Plan. | Exhibit No. 10.3 to our Form 10-Q filed August 1, 2023 (File No. 001-13881). | ||||||||||||
| *10.7 | Form of Non-Employee Director Stock Appreciation Right Agreement for the 2023 Marriott International, Inc. Stock and Cash Incentive Plan. | Exhibit No. 10.4 to our Form 10-Q filed August 1, 2023 (File No. 001-13881). | ||||||||||||
| *10.8.1 | 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). | ||||||||||||
| *10.8.2 | 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). | ||||||||||||
| *10.8.3 | 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). | ||||||||||||
| *10.8.4 | 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). | ||||||||||||
| *10.8.5 | 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). | ||||||||||||
| *10.8.6 | 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). | ||||||||||||
| *10.8.7 | 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). | ||||||||||||
| *10.8.8 | 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). | ||||||||||||
| *10.9.1 | 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). | ||||||||||||
| *10.9.2 | 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). | ||||||||||||
| 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) | ||||||||||||
| *10.9.3 | Form of Restricted Stock Unit Agreement for the 2023 Marriott International, Inc. Stock and Cash Incentive Plan (February 2024). | Exhibit No. 10.3 to our Form 10-Q filed May 1, 2024 (File No. 001-13881). | ||||||||||||
| *10.10.1 | 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). | ||||||||||||
| *10.10.2 | 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). | ||||||||||||
| *10.10.3 | 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). | ||||||||||||
| *10.10.4 | 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). | ||||||||||||
| *10.10.5 | 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). | ||||||||||||
| *10.10.6 | Form of Stock Appreciation Rights Agreement for the 2023 Marriott International, Inc. Stock and Cash Incentive Plan (February 2024). | Exhibit No. 10.1 to our Form 10-Q filed May 1, 2024 (File No. 001-13881). | ||||||||||||
| *10.11.1 | 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). | ||||||||||||
| *10.11.2 | 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). | ||||||||||||
| *10.11.3 | Form of Performance Share Unit Award Agreement for the 2023 Marriott International, Inc. Stock and Cash Incentive Plan (February 2024). | Exhibit No. 10.2 to our Form 10-Q filed May 1, 2024 (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). | ||||||||||||
| *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 | 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). | ||||||||||||
| *10.14.2 | 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). | ||||||||||||
| *10.14.3 | Second Amendment to the Marriott International, Inc. Executive Deferred Compensation Plan, effective as of January 1, 2024. | Exhibit No. 10.15.3 to our Form 10-K filed February 13, 2024 (File No. 001-13881). | ||||||||||||
| *10.14.4 | Third Amendment to the Marriott International, Inc. Executive Deferred Compensation Plan, effective as of January 1, 2025. | Exhibit No. 10.1 to our Form 10-Q filed November 4, 2024 (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) | ||||||||||||
| *10.15.1 | 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). | ||||||||||||
| *10.15.2 | 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). | ||||||||||||
| *10.15.3 | 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). | ||||||||||||
| *10.15.4 | 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). | ||||||||||||
| *10.16 | 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). | ||||||||||||
| 10.17 | Third Amended and Restated Aircraft Time Sharing Agreement, effective as of November 7, 2024, between Marriott International Administrative Services, Inc. and J. Willard Marriott, Jr. | Filed with this report. | ||||||||||||
| *10.18 | 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). | ||||||||||||
| 19 | Marriott International, Inc. Securities Trading Policy (MIP-11). | Filed with this report. | ||||||||||||
| 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. | ||||||||||||
| 97 | Marriott International, Inc. Rule 10D-1 Clawback Policy. | Exhibit No. 97 to our Form 10-K filed February 13, 2024 (File No. 001-13881). | ||||||||||||
| 101 | The following financial statements from Marriott International, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2024, formatted in Inline XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Income for the year ended December 31, 2024, December 31, 2023, and December 31, 2022; (ii) the Consolidated Balance Sheets at December 31, 2024, and December 31, 2023; (iii) the Consolidated Statements of Cash Flows for the year ended December 31, 2024, December 31, 2023, and December 31, 2022; (iv) the Consolidated Statements of Comprehensive Income for the year ended December 31, 2024, December 31, 2023, and December 31, 2022; (v) the Consolidated Statements of Stockholders’ (Deficit) Equity for the year ended December 31, 2024, December 31, 2023, and December 31, 2022; 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. | ||||||||||||
| 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) | ||||||||||||
| 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, 2024, formatted in Inline XBRL (included as Exhibit 101). | Submitted electronically with this report. |
- Denotes management contract or compensatory plan.
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