MAR 10-K Annual Report Dec. 31, 2018 | Alphaminr
MARRIOTT INTERNATIONAL INC /MD/
ALPHAMINR

MAR 10-K Fiscal year ended Dec. 31, 2018

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MARRIOTT INTERNATIONAL INC /MD/
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters, and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers, and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

2.1 Agreement and Plan of Merger, dated as of November15, 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). 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 Starwoods Form 8-K filed May 12, 2016 (File No. 001-07959). 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). *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). *10.16.1 Starwood 2002 Long-Term Incentive Compensation Plan. Annex B of Starwoods 2002 Notice of Annual Meeting and Proxy Statement filed April12, 2002 (File No. 001-07959). *10.17.1 Starwood 2004 Long-Term Incentive Compensation Plan, amended and restated as of December 31, 2008. Exhibit10.3 to Starwoods Form 8-K filed January 6, 2009 (File No. 001-07959). *10.17.2 First Amendment to the Starwood 2004 Long-Term Incentive Compensation Plan. Exhibit 10.1 to Starwoods 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 Starwoods 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.