MAR 10-K Annual Report Dec. 31, 2021 | Alphaminr
MARRIOTT INTERNATIONAL INC /MD/
ALPHAMINR

MAR 10-K Fiscal year ended Dec. 31, 2021

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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. [reserved]Item 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 DataNote 1. Basis Of PresentationNote 2. Summary Of Significant Accounting PoliciesNote 3. Restructuring ChargesNote 4. Earnings Per ShareNote 5. Stock-based CompensationNote 6. Income TaxesNote 7. Commitments and ContingenciesNote 8. LeasesNote 9. Long-term DebtNote 10. Intangible Assets and GoodwillNote 11. Property and EquipmentNote 12. Fair Value Of Financial InstrumentsNote 13. Accumulated Other Comprehensive LossNote 14. Business SegmentsNote 15. Related Party TransactionsNote 16. Relationship with Major CustomerItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart 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 Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

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 February14, 2022(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). 4.3 Description of Registrants Securities. Exhibit No. 4.3 to our Form 10-K for the fiscal year-ended December 31, 2019 (File No. 001-13881). 10.1.1 U.S. $4,500,000 Fifth Amended and Restated Credit Agreement dated as of June 28, 2019 with Bank of America, N.A. as administrative agent and certain banks. Exhibit No. 10 to our Form 8-K filed July 1, 2019 (File No. 001-13881). 10.1.2 First Amendment, dated as of April 13, 2020, to the Fifth Amended and Restated Credit Agreement with Bank of America, N.A. as administrative agent, and certain banks, dated as of June 28, 2019. Exhibit No. 10 to our Form 10-Q filed May 11, 2020 (File No. 001-13881). 10.1.3 Second Amendment, dated as of January 26, 2021, to the Fifth Amended and Restated Credit Agreement with Bank of America, N.A., as administrative agent, and certain banks, dated as of June 28, 2019. Exhibit No. 10.1 to our Form 8-K filed January 28, 2021 (File No. 001-13881). 10.1.4 Third Amendment, dated as of January 26, 2021, to the Fifth Amended and Restated Credit Agreement with Bank of America, N.A., as administrative agent, and certain banks, dated as of June 28, 2019. Exhibit No. 10.2 to our Form 8-K filed January 28, 2021 (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). 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. Filed with this report. 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. Filed with this report. *10.5.1 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). *10.5.2 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). *10.5.3 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). *10.5.4 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). *10.5.5 Amendment dated February 15, 2019 to the Marriott International, Inc. Stock and Cash Incentive Plan. Exhibit 10.7.5 to our Form 10-K filed March 1, 2019 (File No. 001-13881). *10.5.6 Amendment dated May 10, 2019 to the Marriott International, Inc. Stock and Cash Incentive Plan. Exhibit 10.1 to our Form 10-Q filed August 6, 2019 (File No. 001-13881). *10.5.7 Amendment dated May 8, 2020 to the Marriott International, Inc. Stock and Cash Incentive Plan. Exhibit 10.1 to our Form 10-Q filed August 10, 2020 (File No. 001-13881). *10.6.1 Marriott International, Inc. Executive Deferred Compensation Plan, amended and restated as of February 11, 2022. Filed with this report. *10.7.1 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). *10.7.2 Form of MI Shares Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (March 2019). Exhibit 10.1 to our Form 10-Q filed May 10, 2019 (File No. 001-13881). *10.7.3 Form of Retention Executive Restricted Stock Unit Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (March 2019). Exhibit 10.2 to our Form 10-Q filed May 10, 2019 (File No. 001-13881). *10.7.4 Form of Executive Restricted Stock Unit/MI Shares Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (February 2021). Exhibit 10.4 to our Form 10-Q filed May 10, 2021 (File No. 001-13881). *10.8.1 Form of Stock Appreciation Rights 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). *10.8.2 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). *10.8.3 Form of Stock Appreciation Rights 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). *10.8.4 Form of Stock Appreciation Rights Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (March 2019). Exhibit 10.3 to our Form 10-Q filed May 10, 2019 (File No. 001-13881). *10.8.5 Form of Stock Appreciation Rights Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (February 2021). Exhibit 10.5 to our Form 10-Q filed May 10, 2021 (File No. 001-13881). *10.9.1 Form of Performance Share Unit Award Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (March 2019). Exhibit 10.4 to our Form 10-Q filed May 10, 2019 (File No. 001-13881). *10.9.2 Form of Performance Share Unit Award Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (February 2021). Exhibit 10.6 to our Form 10-Q filed May 10, 2021 (File No. 001-13881). *10.10.1 Starwood 2013 Long-Term Incentive Compensation Plan. Exhibit 4.4 to Starwoods Form S-8 filed June 28, 2013 (File No. 333-189674). *10.10.2 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). *10.11 Amendment dated June 29, 2016 to the Starwood 2013 Long-Term Incentive Compensation Plan. Exhibit 10.20 to our Form 10-K filed February 15, 2018 (File No. 001-13881). *10.12 Amendment dated September 23, 2016 to the Starwood 2013 Long-Term Incentive Compensation Plan. Exhibit 10.21 to our Form 10-K filed February 15, 2018 (File No. 001-13881). *10.13 Amendment dated November 10, 2016 to the Marriott International, Inc. Stock and Cash Incentive Plan. Exhibit 10.22 to our Form 10-K filed February 15, 2018 (File No. 001-13881). 10.14 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). 10.15 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.