ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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52-2055918
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer
Identification No.)
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10400 Fernwood Road, Bethesda, Maryland
(Address of principal executive offices)
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20817
(Zip Code)
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Large accelerated filer
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ý
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller Reporting Company
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¨
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Page No.
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Part I.
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Item 1.
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Condensed Consolidated Statements of Income -
Three and Nine Months Ended September 30, 2014 and 2013
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Three and Nine Months Ended September 30, 2014 and 2013
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as of
September 30, 2014 and December 31, 2013
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Nine Months Ended September 30, 2014 and 2013
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Item 2.
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Item 3.
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Item 4.
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Part II.
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Item 1.
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Item 1A.
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Item 2.
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Item 5.
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Item 6.
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Three Months Ended
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Nine Months Ended
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||||||||||||
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September 30, 2014
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September 30, 2013
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September 30, 2014
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September 30, 2013
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||||||||
REVENUES
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||||||||
Base management fees
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$
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178
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$
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150
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$
|
509
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$
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469
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Franchise fees
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203
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175
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560
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503
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Incentive management fees
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67
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53
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220
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183
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Owned, leased, and other revenue
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244
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220
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747
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690
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Cost reimbursements
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2,768
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2,562
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8,201
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7,720
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3,460
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3,160
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10,237
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9,565
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OPERATING COSTS AND EXPENSES
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||||||||
Owned, leased, and other-direct
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189
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172
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573
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532
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Reimbursed costs
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2,768
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2,562
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8,201
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7,720
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Depreciation, amortization, and other
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33
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34
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116
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92
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General, administrative, and other
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172
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147
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479
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471
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3,162
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2,915
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9,369
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8,815
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OPERATING INCOME
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298
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245
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868
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750
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Gains and other income
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1
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1
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4
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14
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Interest expense
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(29
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)
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(28
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)
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(89
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)
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(88
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)
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Interest income
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8
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5
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17
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13
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Equity in earnings (losses)
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12
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—
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6
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(2
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)
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INCOME BEFORE INCOME TAXES
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290
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223
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806
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687
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Provision for income taxes
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(98
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)
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(63
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)
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(250
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)
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(212
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)
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NET INCOME
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$
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192
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$
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160
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$
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556
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$
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475
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EARNINGS PER SHARE-Basic
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Earnings per share
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$
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0.66
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$
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0.53
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$
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1.90
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$
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1.55
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EARNINGS PER SHARE-Diluted
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Earnings per share
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$
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0.65
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$
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0.52
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$
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1.86
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$
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1.51
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CASH DIVIDENDS DECLARED PER SHARE
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$
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0.20
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$
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0.17
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$
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0.57
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$
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0.47
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Three Months Ended
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Nine Months Ended
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||||||||||||
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September 30, 2014
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September 30, 2013
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September 30, 2014
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September 30, 2013
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Net income
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$
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192
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$
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160
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$
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556
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$
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475
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Other comprehensive income (loss):
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||||||||
Foreign currency translation adjustments
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(18
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)
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11
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(18
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)
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(2
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)
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Other derivative instrument adjustments, net of tax
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3
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(6
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)
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4
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—
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Unrealized gain on available-for-sale securities, net of tax
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—
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—
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2
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4
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Reclassification of losses (gains), net of tax
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1
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—
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3
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(7
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)
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Total other comprehensive income (loss), net of tax
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(14
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)
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5
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(9
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)
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(5
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)
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Comprehensive income
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$
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178
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$
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165
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$
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547
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$
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470
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(Unaudited)
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September 30,
2014 |
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December 31,
2013 |
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ASSETS
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Current assets
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Cash and equivalents
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$
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150
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$
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126
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Accounts and notes receivable, net
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1,030
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1,081
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Current deferred taxes, net
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207
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252
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Prepaid expenses
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54
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67
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Other
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111
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27
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Assets held for sale
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—
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350
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1,552
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1,903
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Property and equipment, net
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1,736
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1,543
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Intangible assets
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Goodwill
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894
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874
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Contract acquisition costs and other
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1,342
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1,131
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2,236
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2,005
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Equity and cost method investments
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234
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222
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Notes receivable, net
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215
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142
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Deferred taxes, net
|
597
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647
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Other
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277
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332
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$
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6,847
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$
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6,794
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LIABILITIES AND SHAREHOLDERS’ DEFICIT
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Current liabilities
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Current portion of long-term debt
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$
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7
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$
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6
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Accounts payable
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612
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557
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Accrued payroll and benefits
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759
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817
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Liability for guest loyalty programs
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657
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666
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Other
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703
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629
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2,738
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2,675
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Long-term debt
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3,521
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3,147
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Liability for guest loyalty programs
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1,561
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1,475
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Other long-term liabilities
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869
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912
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Shareholders’ deficit
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Class A Common Stock
|
5
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5
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Additional paid-in-capital
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2,753
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2,716
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Retained earnings
|
4,156
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3,837
|
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Treasury stock, at cost
|
(8,703
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)
|
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(7,929
|
)
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Accumulated other comprehensive loss
|
(53
|
)
|
|
(44
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)
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(1,842
|
)
|
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(1,415
|
)
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||
|
$
|
6,847
|
|
|
$
|
6,794
|
|
|
Nine Months Ended
|
||||||
|
September 30, 2014
|
|
September 30, 2013
|
||||
OPERATING ACTIVITIES
|
|
|
|
||||
Net income
|
$
|
556
|
|
|
$
|
475
|
|
Adjustments to reconcile to cash provided by operating activities:
|
|
|
|
||||
Depreciation, amortization, and other
|
116
|
|
|
92
|
|
||
Share-based compensation
|
81
|
|
|
89
|
|
||
Income taxes
|
83
|
|
|
67
|
|
||
Liability for guest loyalty programs
|
70
|
|
|
5
|
|
||
Working capital changes
|
(37
|
)
|
|
35
|
|
||
Other
|
81
|
|
|
42
|
|
||
Net cash provided by operating activities
|
950
|
|
|
805
|
|
||
INVESTING ACTIVITIES
|
|
|
|
||||
Capital expenditures
|
(267
|
)
|
|
(226
|
)
|
||
Dispositions
|
292
|
|
|
—
|
|
||
Loan advances
|
(103
|
)
|
|
(5
|
)
|
||
Loan collections
|
26
|
|
|
62
|
|
||
Equity and cost method investments
|
(7
|
)
|
|
(16
|
)
|
||
Contract acquisition costs
|
(47
|
)
|
|
(36
|
)
|
||
Acquisition of a business, net of cash acquired
|
(184
|
)
|
|
—
|
|
||
Other
|
(14
|
)
|
|
(88
|
)
|
||
Net cash used in investing activities
|
(304
|
)
|
|
(309
|
)
|
||
FINANCING ACTIVITIES
|
|
|
|
||||
Commercial paper/Credit Facility, net
|
375
|
|
|
268
|
|
||
Issuance of long-term debt
|
—
|
|
|
345
|
|
||
Repayment of long-term debt
|
(5
|
)
|
|
(405
|
)
|
||
Issuance of Class A Common Stock
|
129
|
|
|
141
|
|
||
Dividends paid
|
(167
|
)
|
|
(144
|
)
|
||
Purchase of treasury stock
|
(954
|
)
|
|
(644
|
)
|
||
Other
|
—
|
|
|
(1
|
)
|
||
Net cash used in financing activities
|
(622
|
)
|
|
(440
|
)
|
||
INCREASE IN CASH AND EQUIVALENTS
|
24
|
|
|
56
|
|
||
CASH AND EQUIVALENTS, beginning of period
|
126
|
|
|
88
|
|
||
CASH AND EQUIVALENTS, end of period
|
$
|
150
|
|
|
$
|
144
|
|
1.
|
BASIS OF PRESENTATION
|
2.
|
INCOME TAXES
|
3.
|
SHARE-BASED COMPENSATION
|
Expected volatility
|
29-30%
|
Dividend yield
|
1.14%
|
Risk-free rate
|
2.2-2.8%
|
Expected term (in years)
|
6-10
|
|
At September 30, 2014
|
|
At December 31, 2013
|
||||||||||||
($ in millions)
|
Carrying
Amount
|
|
Fair Value
|
|
Carrying
Amount
|
|
Fair Value
|
||||||||
Senior, mezzanine, and other loans
|
$
|
215
|
|
|
$
|
216
|
|
|
$
|
142
|
|
|
$
|
145
|
|
Marketable securities and other debt securities
|
44
|
|
|
44
|
|
|
111
|
|
|
111
|
|
||||
Total long-term financial assets
|
$
|
259
|
|
|
$
|
260
|
|
|
$
|
253
|
|
|
$
|
256
|
|
|
|
|
|
|
|
|
|
||||||||
Senior Notes
|
$
|
(2,188
|
)
|
|
$
|
(2,292
|
)
|
|
$
|
(2,185
|
)
|
|
$
|
(2,302
|
)
|
Commercial paper
|
(1,211
|
)
|
|
(1,211
|
)
|
|
(834
|
)
|
|
(834
|
)
|
||||
Other long-term debt
|
(117
|
)
|
|
(122
|
)
|
|
(123
|
)
|
|
(124
|
)
|
||||
Other long-term liabilities
|
(57
|
)
|
|
(57
|
)
|
|
(50
|
)
|
|
(50
|
)
|
||||
Total long-term financial liabilities
|
$
|
(3,573
|
)
|
|
$
|
(3,682
|
)
|
|
$
|
(3,192
|
)
|
|
$
|
(3,310
|
)
|
5.
|
EARNINGS PER SHARE
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30, 2014
|
|
September 30, 2013
|
|
September 30, 2014
|
|
September 30, 2013
|
||||||||
(in millions, except per share amounts)
|
|
|
|
|
|
|
|
||||||||
Computation of Basic Earnings Per Share
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
192
|
|
|
$
|
160
|
|
|
$
|
556
|
|
|
$
|
475
|
|
Weighted average shares outstanding
|
288.9
|
|
|
301.9
|
|
|
292.5
|
|
|
306.8
|
|
||||
Basic earnings per share
|
$
|
0.66
|
|
|
$
|
0.53
|
|
|
$
|
1.90
|
|
|
$
|
1.55
|
|
Computation of Diluted Earnings Per Share
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
192
|
|
|
$
|
160
|
|
|
$
|
556
|
|
|
$
|
475
|
|
Weighted average shares outstanding
|
288.9
|
|
|
301.9
|
|
|
292.5
|
|
|
306.8
|
|
||||
Effect of dilutive securities
|
|
|
|
|
|
|
|
||||||||
Employee stock option and SARs plans
|
2.9
|
|
|
3.8
|
|
|
3.2
|
|
|
4.1
|
|
||||
Deferred stock incentive plans
|
0.7
|
|
|
0.8
|
|
|
0.7
|
|
|
0.8
|
|
||||
Restricted stock units
|
2.9
|
|
|
3.0
|
|
|
3.0
|
|
|
3.1
|
|
||||
Shares for diluted earnings per share
|
295.4
|
|
|
309.5
|
|
|
299.4
|
|
|
314.8
|
|
||||
Diluted earnings per share
|
$
|
0.65
|
|
|
$
|
0.52
|
|
|
$
|
1.86
|
|
|
$
|
1.51
|
|
6.
|
PROPERTY AND EQUIPMENT
|
|
At Period End
|
||||||
($ in millions)
|
September 30,
2014 |
|
December 31,
2013 |
||||
Land
|
$
|
541
|
|
|
$
|
535
|
|
Buildings and leasehold improvements
|
771
|
|
|
786
|
|
||
Furniture and equipment
|
774
|
|
|
789
|
|
||
Construction in progress
|
566
|
|
|
338
|
|
||
|
2,652
|
|
|
2,448
|
|
||
Accumulated depreciation
|
(916
|
)
|
|
(905
|
)
|
||
|
$
|
1,736
|
|
|
$
|
1,543
|
|
7.
|
NOTES RECEIVABLE
|
|
At Period End
|
||||||
($ in millions)
|
September 30,
2014 |
|
December 31,
2013 |
||||
Senior, mezzanine, and other loans
|
$
|
241
|
|
|
$
|
178
|
|
Less current portion
|
(26
|
)
|
|
(36
|
)
|
||
|
$
|
215
|
|
|
$
|
142
|
|
Notes Receivable Principal Payments (net of reserves and unamortized discounts) and Interest Rates
($ in millions)
|
|
Amount
|
||
2014
|
|
$
|
7
|
|
2015
|
|
88
|
|
|
2016
|
|
2
|
|
|
2017
|
|
2
|
|
|
2018
|
|
3
|
|
|
Thereafter
|
|
139
|
|
|
Balance at September 30, 2014
|
|
$
|
241
|
|
Weighted average interest rate at September 30, 2014
|
|
6.1
|
%
|
|
Range of stated interest rates at September 30, 2014
|
|
0 - 9%
|
|
Notes Receivable Unamortized Discounts
($ in millions)
|
|
Total
|
||
Balance at year-end 2013
|
|
$
|
12
|
|
Balance at September 30, 2014
|
|
$
|
26
|
|
8.
|
LONG-TERM DEBT
|
|
At Period End
|
||||||
($ in millions)
|
September 30,
2014 |
|
December 31,
2013 |
||||
Senior Notes:
|
|
|
|
||||
Series G, interest rate of 5.8%, face amount of $316, maturing November 10, 2015
(effective interest rate of 6.6%)
(1)
|
$
|
313
|
|
|
$
|
312
|
|
Series H, interest rate of 6.2%, face amount of $289, maturing June 15, 2016
(effective interest rate of 6.3%)
(1)
|
289
|
|
|
289
|
|
||
Series I, interest rate of 6.4%, face amount of $293, maturing June 15, 2017
(effective interest rate of 6.5%)
(1)
|
293
|
|
|
292
|
|
||
Series K, interest rate of 3.0%, face amount of $600, maturing March 1, 2019
(effective interest rate of 4.4%)
(1)
|
596
|
|
|
595
|
|
||
Series L, interest rate of 3.3%, face amount of $350, maturing September 15, 2022
(effective interest rate of 3.4%)
(1)
|
349
|
|
|
349
|
|
||
Series M, interest rate of 3.4%, face amount of $350, maturing October 15, 2020
(effective interest rate of 3.6%)
(1)
|
348
|
|
|
348
|
|
||
Commercial paper, average interest rate of 0.3% at September 30, 2014
|
1,211
|
|
|
834
|
|
||
$2,000 Credit Facility
|
—
|
|
|
—
|
|
||
Other
|
129
|
|
|
180
|
|
||
|
3,528
|
|
|
3,199
|
|
||
Less current portion classified in:
|
|
|
|
||||
Other current liabilities (liabilities held for sale)
|
—
|
|
|
(46
|
)
|
||
Current portion of long-term debt
|
(7
|
)
|
|
(6
|
)
|
||
|
$
|
3,521
|
|
|
$
|
3,147
|
|
(1)
|
Face amount and effective interest rate are as of
September 30, 2014
.
|
Debt Principal Payments
($ in millions)
|
|
Amount
|
||
2014
|
|
$
|
2
|
|
2015
|
|
321
|
|
|
2016
|
|
297
|
|
|
2017
|
|
301
|
|
|
2018
|
|
1,220
|
|
|
Thereafter
|
|
1,387
|
|
|
Balance at September 30, 2014
|
|
$
|
3,528
|
|
9.
|
COMPREHENSIVE INCOME AND SHAREHOLDERS' (DEFICIT) EQUITY
|
($ in millions)
|
Foreign Currency Translation Adjustments
|
|
Other Derivative Instrument Adjustments
|
|
Unrealized Gains on Available-For-Sale Securities
|
|
Accumulated Other Comprehensive (Loss) Income
|
||||||||
Balance at year-end 2013
|
$
|
(31
|
)
|
|
$
|
(19
|
)
|
|
$
|
6
|
|
|
$
|
(44
|
)
|
Other comprehensive (loss) income before reclassifications
(1)
|
(18
|
)
|
|
4
|
|
|
2
|
|
|
(12
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
||||
Net other comprehensive (loss) income
|
(18
|
)
|
|
7
|
|
|
2
|
|
|
(9
|
)
|
||||
Balance at September 30, 2014
|
$
|
(49
|
)
|
|
$
|
(12
|
)
|
|
$
|
8
|
|
|
$
|
(53
|
)
|
(1)
|
We present the portions of other comprehensive income before reclassifications for the
2014 first three quarters
that relate to unrealized gains on available-for-sale securities net of
$1 million
of deferred taxes.
|
10.
|
CONTINGENCIES
|
($ in millions)
Guarantee Type
|
Maximum Potential
Amount of Future Fundings
|
|
Liability for Guarantees
|
||||
Debt service
|
$
|
51
|
|
|
$
|
14
|
|
Operating profit
|
78
|
|
|
38
|
|
||
Other
|
15
|
|
|
1
|
|
||
Total guarantees where we are the primary obligor
|
$
|
144
|
|
|
$
|
53
|
|
•
|
$87 million
of guarantees for Senior Living Services lease obligations of
$64 million
(expiring in
2018
) and lifecare bonds of
$23 million
(estimated to expire in
2019
), for which we are secondarily liable. Sunrise Senior Living, Inc. (“Sunrise”) is the primary obligor on both the leases and
$4 million
of the lifecare bonds; HCP, Inc., as successor by merger to CNL Retirement Properties, Inc. (“CNL”), is the primary obligor on
$19 million
of the lifecare bonds. Before we sold the Senior Living Services business in
2003
, these were our guarantees of obligations of our then consolidated Senior Living Services subsidiaries. Sunrise and CNL have indemnified us for any fundings we may be called upon to make under these guarantees. Our liability for these guarantees had a carrying value of
$3 million
at
September 30, 2014
. In conjunction with our consent of the extension in 2011 of certain lease obligations for an additional
five
-year term until
2018
, Sunrise provided us
$1 million
of cash collateral and an
$85 million
letter of credit issued by Key Bank to secure our exposure under the lease guarantees and certain other obligations of Sunrise. The letter of credit balance was
$75 million
at the end of the 2014
third
quarter, which decreased as a result of lease payments made and lifecare bonds redeemed. During the extension term, Sunrise agreed to make an annual payment to us from the cash flow of the continuing lease facilities, subject to a
$1 million
annual minimum.
|
•
|
Lease obligations, for which we became secondarily liable when we acquired the Renaissance Hotel Group in
1997
, consisting of annual rent payments of approximately
$6 million
and total remaining rent payments through the initial term of approximately
$28 million
. Most of these obligations expire by the end of
2020
. CTF Holdings Ltd. (“CTF”) had originally provided
€35 million
in cash collateral in the event that we are required to fund under such guarantees, approximately
$4 million
(
€3 million
) of which remained at
September 30, 2014
. Our exposure for the remaining rent payments through the initial term will decline to the extent that CTF obtains releases from the landlords or these hotels exit the system. Since the time we assumed these guarantees, we have not funded any amounts, and we do not expect to fund any amounts under these guarantees in the future.
|
•
|
Certain guarantees and commitments relating to the timeshare business, which were outstanding at the time of the 2011 Timeshare spin-off and for which we became secondarily liable as part of the spin-off. These Marriott Vacations Worldwide Corporation (“MVW”) payment obligations, for which we currently have a total exposure of
$13 million
, relate to two guarantees. MVW has indemnified us for these obligations. At the end of the
2014
third
quarter, we expect these obligations will expire as follows:
$3 million
in 2018, and
$10 million
(
12 million
Singapore Dollars) in
2022
. We have not funded any amounts under these obligations, and do not expect to do so in the future. Our liability for these obligations had a carrying value of
$1 million
at
September 30, 2014
.
|
•
|
A guarantee for a lease, originally entered into in 2000, for which we became secondarily liable in 2012 as a result of our sale of the ExecuStay corporate housing business to Oakwood Worldwide (“Oakwood”). Oakwood has indemnified us for the obligations under this guarantee. Our total exposure at the end of the
2014
third
quarter for this guarantee is
$6 million
in future rent payments through the end of the lease in 2019. Our liability for this guarantee had a carrying value of
$1 million
at
September 30, 2014
.
|
•
|
A commitment to invest up to
$8 million
of equity for a non-controlling interest in a partnership that plans to purchase North American full-service and limited-service properties, or purchase or develop hotel-anchored mixed-use real estate projects. We expect to fund
$2 million
of this commitment in 2015. We do not expect to fund the remaining
$6 million
of this commitment.
|
•
|
A commitment to invest up to
$23 million
of equity for non-controlling interests in a partnership that plans to purchase or develop limited-service properties in Asia. We expect to fund this commitment as follows:
$3 million
in 2015 and
$6 million
in 2016. We do not expect to fund the remaining
$14 million
of this commitment prior to the end of the commitment period in 2016.
|
•
|
A commitment, with no expiration date, to invest up to
$11 million
in a joint venture for development of a new property. We expect to fund this commitment in 2015.
|
•
|
A commitment to invest
$7 million
in the renovation of a leased hotel. We expect to fund this commitment by the end of 2014.
|
•
|
We have a right and under certain circumstances an obligation to acquire our joint venture partner’s remaining interests in
two
joint ventures over the next
seven years
at a price based on the performance of the ventures. In conjunction with this contingent obligation, we advanced
$19 million
(
€15 million
) in deposits,
$14 million
(
€11 million
) of which is remaining. The amounts on deposit are refundable to the extent we do not acquire our joint venture partner’s remaining interests.
|
•
|
Various commitments for the purchase of information technology hardware, software, as well as accounting, finance, and maintenance services in the normal course of business totaling
$86 million
. We expect to fund these commitments as follows:
$64 million
in
2014
,
$17 million
in
2015
, and
$5 million
in
2016
and thereafter. The majority of these commitments will be recovered through cost reimbursement charges to properties in our system.
|
•
|
Several commitments aggregating
$33 million
with no expiration date and which we do not expect to fund.
|
•
|
A commitment to invest up to
$10 million
under certain circumstances for additional mandatorily redeemable preferred equity ownership interest in an entity that owns
three
hotels. We may fund this commitment, which expires in 2015 subject to annual extensions through 2018; however, we have not yet determined the amount or timing of any potential funding.
|
•
|
A
$9 million
loan commitment that we extended to the owner of a property to cover the cost of renovation shortfalls which we expect to fund in 2015. The commitment will expire at the end of the 2016 second quarter.
|
11.
|
BUSINESS SEGMENTS
|
•
|
North American Full-Service
: Marriott Hotels, Marriott Conference Centers, JW Marriott, Renaissance Hotels, Renaissance ClubSport, Gaylord Hotels, The Ritz-Carlton (together with residential properties associated with some of The Ritz-Carlton hotels), and Autograph Collection properties located in the United States and Canada;
|
•
|
North American Limited-Service
: Courtyard, Fairfield Inn & Suites, SpringHill Suites, Residence Inn, and TownePlace Suites properties located in the United States and Canada;
|
•
|
International
: Marriott Hotels, JW Marriott, Renaissance Hotels, Autograph Collection, Courtyard, AC Hotels by Marriott, Fairfield Inn & Suites, Residence Inn, The Ritz-Carlton (together with residential properties associated with some of The Ritz-Carlton hotels), Bulgari Hotels & Resorts, EDITION, Protea Hotels, Moxy Hotels, and Marriott Executive Apartments properties located outside the United States and Canada.
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
($ in millions)
|
September 30, 2014
|
|
September 30, 2013
|
|
September 30, 2014
|
|
September 30, 2013
|
||||||||
North American Full-Service Segment
|
$
|
2,042
|
|
|
$
|
1,910
|
|
|
$
|
6,190
|
|
|
$
|
5,965
|
|
North American Limited-Service Segment
|
806
|
|
|
690
|
|
|
2,223
|
|
|
1,957
|
|
||||
International Segment
|
546
|
|
|
491
|
|
|
1,634
|
|
|
1,444
|
|
||||
Total segment revenues
|
3,394
|
|
|
3,091
|
|
|
10,047
|
|
|
9,366
|
|
||||
Other unallocated corporate
|
66
|
|
|
69
|
|
|
190
|
|
|
199
|
|
||||
|
$
|
3,460
|
|
|
$
|
3,160
|
|
|
$
|
10,237
|
|
|
$
|
9,565
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
($ in millions)
|
September 30, 2014
|
|
September 30, 2013
|
|
September 30, 2014
|
|
September 30, 2013
|
||||||||
North American Full-Service Segment
|
$
|
122
|
|
|
$
|
105
|
|
|
$
|
407
|
|
|
$
|
373
|
|
North American Limited-Service Segment
|
177
|
|
|
131
|
|
|
443
|
|
|
372
|
|
||||
International Segment
|
62
|
|
|
53
|
|
|
201
|
|
|
158
|
|
||||
Total segment financial results
|
361
|
|
|
289
|
|
|
1,051
|
|
|
903
|
|
||||
Other unallocated corporate
|
(50
|
)
|
|
(43
|
)
|
|
(173
|
)
|
|
(141
|
)
|
||||
Interest expense and interest income
|
(21
|
)
|
|
(23
|
)
|
|
(72
|
)
|
|
(75
|
)
|
||||
Income taxes
|
(98
|
)
|
|
(63
|
)
|
|
(250
|
)
|
|
(212
|
)
|
||||
|
$
|
192
|
|
|
$
|
160
|
|
|
$
|
556
|
|
|
$
|
475
|
|
($ in millions)
|
North American
Full-Service
Segment
|
|
North American
Limited-Service
Segment
|
|
International
Segment
|
|
Former Luxury
Segment
|
|
Total
Goodwill
|
||||||||||
Year-end 2013 balance:
|
|
|
|
|
|
|
|
|
|
||||||||||
Goodwill
|
$
|
335
|
|
|
$
|
125
|
|
|
$
|
298
|
|
|
$
|
170
|
|
|
$
|
928
|
|
Accumulated impairment losses
|
—
|
|
|
(54
|
)
|
|
—
|
|
|
—
|
|
|
(54
|
)
|
|||||
|
$
|
335
|
|
|
$
|
71
|
|
|
$
|
298
|
|
|
$
|
170
|
|
|
$
|
874
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Segment reclassifications
|
$
|
57
|
|
|
$
|
—
|
|
|
$
|
113
|
|
|
$
|
(170
|
)
|
|
$
|
—
|
|
Additions
|
—
|
|
|
—
|
|
|
20
|
|
|
—
|
|
|
20
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
September 30, 2014 balance:
|
|
|
|
|
|
|
|
|
|
||||||||||
Goodwill
|
$
|
392
|
|
|
$
|
125
|
|
|
$
|
431
|
|
|
$
|
—
|
|
|
$
|
948
|
|
Accumulated impairment losses
|
—
|
|
|
(54
|
)
|
|
—
|
|
|
—
|
|
|
(54
|
)
|
|||||
|
$
|
392
|
|
|
$
|
71
|
|
|
$
|
431
|
|
|
$
|
—
|
|
|
$
|
894
|
|
12.
|
ACQUISITIONS AND DISPOSITIONS
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||
($ in millions)
|
September 30, 2014
|
September 30, 2013
|
|
September 30, 2014
|
September 30, 2013
|
||||||||
Gains on sales of real estate and other
|
$
|
1
|
|
$
|
1
|
|
|
$
|
4
|
|
$
|
4
|
|
Gain on sale of joint venture and other investments
|
—
|
|
—
|
|
|
—
|
|
9
|
|
||||
Income from cost method joint ventures
|
—
|
|
—
|
|
|
—
|
|
1
|
|
||||
|
$
|
1
|
|
$
|
1
|
|
|
$
|
4
|
|
$
|
14
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
($ in millions)
|
September 30, 2014
|
|
September 30, 2013
|
|
September 30, 2014
|
|
September 30, 2013
|
||||||||
Net Income
|
$
|
192
|
|
|
$
|
160
|
|
|
$
|
556
|
|
|
$
|
475
|
|
Interest expense
|
29
|
|
|
28
|
|
|
89
|
|
|
88
|
|
||||
Tax provision
|
98
|
|
|
63
|
|
|
250
|
|
|
212
|
|
||||
Depreciation and amortization
|
33
|
|
|
34
|
|
|
91
|
|
|
92
|
|
||||
Depreciation classified in reimbursed costs
|
13
|
|
|
12
|
|
|
38
|
|
|
36
|
|
||||
Interest expense from unconsolidated joint ventures
|
—
|
|
|
1
|
|
|
2
|
|
|
3
|
|
||||
Depreciation and amortization from unconsolidated joint ventures
|
1
|
|
|
3
|
|
|
8
|
|
|
9
|
|
||||
EBITDA
|
$
|
366
|
|
|
$
|
301
|
|
|
$
|
1,034
|
|
|
$
|
915
|
|
EDITION impairment charge
|
—
|
|
|
—
|
|
|
25
|
|
|
—
|
|
||||
Share-based compensation (including share-based compensation reimbursed by third-party owners)
|
27
|
|
|
28
|
|
|
81
|
|
|
89
|
|
||||
Adjusted EBITDA
|
$
|
393
|
|
|
$
|
329
|
|
|
$
|
1,140
|
|
|
$
|
1,004
|
|
|
Company-Operated
|
|
Franchised / Licensed
|
|
Other
(3)
|
||||||||||||
Brand
|
Properties
|
|
Rooms
|
|
Properties
|
|
Rooms
|
|
Properties
|
|
Rooms
|
||||||
U.S. Locations
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Marriott Hotels
|
129
|
|
|
68,330
|
|
|
185
|
|
|
56,356
|
|
|
—
|
|
|
—
|
|
Marriott Conference Centers
|
10
|
|
|
2,915
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
JW Marriott
|
15
|
|
|
9,735
|
|
|
8
|
|
|
3,239
|
|
|
—
|
|
|
—
|
|
Renaissance Hotels
|
33
|
|
|
15,037
|
|
|
43
|
|
|
12,358
|
|
|
—
|
|
|
—
|
|
Renaissance ClubSport
|
—
|
|
|
—
|
|
|
2
|
|
|
349
|
|
|
—
|
|
|
—
|
|
Gaylord Hotels
|
5
|
|
|
8,098
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Autograph Collection
|
1
|
|
|
181
|
|
|
34
|
|
|
8,817
|
|
|
—
|
|
|
—
|
|
The Ritz-Carlton
|
38
|
|
|
11,300
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
The Ritz-Carlton Residences
(1)
|
30
|
|
|
3,598
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Courtyard
|
276
|
|
|
43,482
|
|
|
582
|
|
|
77,107
|
|
|
—
|
|
|
—
|
|
Fairfield Inn & Suites
|
4
|
|
|
1,200
|
|
|
703
|
|
|
63,213
|
|
|
—
|
|
|
—
|
|
SpringHill Suites
|
29
|
|
|
4,582
|
|
|
282
|
|
|
32,006
|
|
|
—
|
|
|
—
|
|
Residence Inn
|
107
|
|
|
15,948
|
|
|
534
|
|
|
61,629
|
|
|
—
|
|
|
—
|
|
TownePlace Suites
|
17
|
|
|
1,933
|
|
|
215
|
|
|
21,197
|
|
|
—
|
|
|
—
|
|
Timeshare
(2)
|
—
|
|
|
—
|
|
|
47
|
|
|
10,801
|
|
|
—
|
|
|
—
|
|
Total U.S. Locations
|
694
|
|
|
186,339
|
|
|
2,635
|
|
|
347,072
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Non-U.S. Locations
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Marriott Hotels
|
140
|
|
|
41,309
|
|
|
40
|
|
|
11,816
|
|
|
—
|
|
|
—
|
|
JW Marriott
|
40
|
|
|
14,507
|
|
|
4
|
|
|
1,016
|
|
|
—
|
|
|
—
|
|
Renaissance Hotels
|
53
|
|
|
17,437
|
|
|
28
|
|
|
7,931
|
|
|
—
|
|
|
—
|
|
Autograph Collection
|
3
|
|
|
584
|
|
|
19
|
|
|
2,589
|
|
|
5
|
|
|
348
|
|
Moxy Hotels
|
—
|
|
|
—
|
|
|
1
|
|
|
162
|
|
|
—
|
|
|
—
|
|
Protea Hotels
|
53
|
|
|
6,141
|
|
|
59
|
|
|
3,966
|
|
|
—
|
|
|
—
|
|
The Ritz-Carlton
|
47
|
|
|
13,777
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
The Ritz-Carlton Residences
(1)
|
9
|
|
|
575
|
|
|
1
|
|
|
55
|
|
|
—
|
|
|
—
|
|
The Ritz-Carlton Serviced Apartments
|
4
|
|
|
579
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
EDITION
|
1
|
|
|
173
|
|
|
1
|
|
|
78
|
|
|
—
|
|
|
—
|
|
AC Hotels by Marriott
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
75
|
|
|
8,499
|
|
Bulgari Hotels & Resorts
|
2
|
|
|
117
|
|
|
1
|
|
|
85
|
|
|
—
|
|
|
—
|
|
Marriott Executive Apartments
|
27
|
|
|
4,285
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Courtyard
|
66
|
|
|
14,254
|
|
|
57
|
|
|
9,982
|
|
|
—
|
|
|
—
|
|
Fairfield Inn & Suites
|
1
|
|
|
148
|
|
|
16
|
|
|
1,941
|
|
|
—
|
|
|
—
|
|
SpringHill Suites
|
—
|
|
|
—
|
|
|
2
|
|
|
299
|
|
|
—
|
|
|
—
|
|
Residence Inn
|
6
|
|
|
749
|
|
|
18
|
|
|
2,600
|
|
|
—
|
|
|
—
|
|
TownePlace Suites
|
—
|
|
|
—
|
|
|
4
|
|
|
518
|
|
|
—
|
|
|
—
|
|
Timeshare
(2)
|
—
|
|
|
—
|
|
|
15
|
|
|
2,323
|
|
|
—
|
|
|
—
|
|
Total Non-U.S. Locations
|
452
|
|
|
114,635
|
|
|
266
|
|
|
45,361
|
|
|
80
|
|
|
8,847
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total
|
1,146
|
|
|
300,974
|
|
|
2,901
|
|
|
392,433
|
|
|
80
|
|
|
8,847
|
|
(1)
|
Represents projects where we manage the related owners’ association. We include residential products once they possess a certificate of occupancy.
|
(2)
|
Timeshare properties licensed by MVW under the Marriott Vacation Club, The Ritz-Carlton Destination Club, The Ritz-Carlton Residences, and Grand Residences by Marriott brand names. MVW's property and room counts are reported on a period-end basis for the MVW quarter ended September 12, 2014 and includes products that are in active sales as well as those that are sold out.
|
(3)
|
Properties operated by unconsolidated joint ventures that hold management agreements and also provide services to franchised properties.
|
|
Total Lodging Properties
|
||||||||||||||||
|
Properties
|
|
Rooms
|
||||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
Total
|
|
U.S.
|
|
Non-U.S.
|
|
Total
|
||||||
North American Full-Service Segment
(1)
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Marriott Hotels
|
314
|
|
|
15
|
|
|
329
|
|
|
124,686
|
|
|
5,355
|
|
|
130,041
|
|
Marriott Conference Centers
|
10
|
|
|
—
|
|
|
10
|
|
|
2,915
|
|
|
—
|
|
|
2,915
|
|
JW Marriott
|
23
|
|
|
1
|
|
|
24
|
|
|
12,974
|
|
|
221
|
|
|
13,195
|
|
Renaissance Hotels
|
76
|
|
|
3
|
|
|
79
|
|
|
27,395
|
|
|
1,003
|
|
|
28,398
|
|
Renaissance ClubSport
|
2
|
|
|
—
|
|
|
2
|
|
|
349
|
|
|
—
|
|
|
349
|
|
Gaylord Hotels
|
5
|
|
|
—
|
|
|
5
|
|
|
8,098
|
|
|
—
|
|
|
8,098
|
|
Autograph Collection
|
35
|
|
|
1
|
|
|
36
|
|
|
8,998
|
|
|
233
|
|
|
9,231
|
|
The Ritz-Carlton
|
38
|
|
|
1
|
|
|
39
|
|
|
11,300
|
|
|
267
|
|
|
11,567
|
|
The Ritz-Carlton Residences
(2)
|
30
|
|
|
2
|
|
|
32
|
|
|
3,598
|
|
|
214
|
|
|
3,812
|
|
|
533
|
|
|
23
|
|
|
556
|
|
|
200,313
|
|
|
7,293
|
|
|
207,606
|
|
North American Limited-Service Segment
(1)
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Courtyard
|
858
|
|
|
22
|
|
|
880
|
|
|
120,589
|
|
|
3,956
|
|
|
124,545
|
|
Fairfield Inn & Suites
|
707
|
|
|
14
|
|
|
721
|
|
|
64,413
|
|
|
1,607
|
|
|
66,020
|
|
SpringHill Suites
|
311
|
|
|
2
|
|
|
313
|
|
|
36,588
|
|
|
299
|
|
|
36,887
|
|
Residence Inn
|
641
|
|
|
20
|
|
|
661
|
|
|
77,577
|
|
|
2,928
|
|
|
80,505
|
|
TownePlace Suites
|
232
|
|
|
4
|
|
|
236
|
|
|
23,130
|
|
|
518
|
|
|
23,648
|
|
|
2,749
|
|
|
62
|
|
|
2,811
|
|
|
322,297
|
|
|
9,308
|
|
|
331,605
|
|
International Segment
(1)
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Marriott Hotels
|
—
|
|
|
165
|
|
|
165
|
|
|
—
|
|
|
47,770
|
|
|
47,770
|
|
JW Marriott
|
—
|
|
|
43
|
|
|
43
|
|
|
—
|
|
|
15,302
|
|
|
15,302
|
|
Renaissance Hotels
|
—
|
|
|
78
|
|
|
78
|
|
|
—
|
|
|
24,365
|
|
|
24,365
|
|
Autograph Collection
(3)
|
—
|
|
|
26
|
|
|
26
|
|
|
—
|
|
|
3,288
|
|
|
3,288
|
|
Protea Hotels
|
—
|
|
|
112
|
|
|
112
|
|
|
—
|
|
|
10,107
|
|
|
10,107
|
|
Courtyard
|
—
|
|
|
101
|
|
|
101
|
|
|
—
|
|
|
20,280
|
|
|
20,280
|
|
Fairfield Inn & Suites
|
—
|
|
|
3
|
|
|
3
|
|
|
—
|
|
|
482
|
|
|
482
|
|
Residence Inn
|
—
|
|
|
4
|
|
|
4
|
|
|
—
|
|
|
421
|
|
|
421
|
|
AC Hotels by Marriott
(3)
|
—
|
|
|
75
|
|
|
75
|
|
|
—
|
|
|
8,499
|
|
|
8,499
|
|
Moxy Hotels
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
162
|
|
|
162
|
|
Marriott Executive Apartments
|
—
|
|
|
27
|
|
|
27
|
|
|
—
|
|
|
4,285
|
|
|
4,285
|
|
The Ritz-Carlton
|
—
|
|
|
46
|
|
|
46
|
|
|
—
|
|
|
13,510
|
|
|
13,510
|
|
Bulgari Hotels & Resorts
|
—
|
|
|
3
|
|
|
3
|
|
|
—
|
|
|
202
|
|
|
202
|
|
EDITION
|
—
|
|
|
2
|
|
|
2
|
|
|
—
|
|
|
251
|
|
|
251
|
|
The Ritz-Carlton Residences
(2)
|
—
|
|
|
8
|
|
|
8
|
|
|
—
|
|
|
416
|
|
|
416
|
|
The Ritz-Carlton Serviced Apartments
|
—
|
|
|
4
|
|
|
4
|
|
|
—
|
|
|
579
|
|
|
579
|
|
|
—
|
|
|
698
|
|
|
698
|
|
|
—
|
|
|
149,919
|
|
|
149,919
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Timeshare
(4)
|
47
|
|
|
15
|
|
|
62
|
|
|
10,801
|
|
|
2,323
|
|
|
13,124
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
3,329
|
|
|
798
|
|
|
4,127
|
|
|
533,411
|
|
|
168,843
|
|
|
702,254
|
|
(1)
|
North American includes properties located in the United States and Canada. International includes properties located outside the United States and Canada.
|
(2)
|
Represents projects where we manage the related owners’ association. We include residential products once they possess a certificate of occupancy.
|
(3)
|
All AC Hotels by Marriott properties and five Autograph Collection properties included in this table are operated by unconsolidated joint ventures that hold management agreements and also provide services to franchised properties.
|
(4)
|
Timeshare properties licensed by MVW under the Marriott Vacation Club, The Ritz-Carlton Destination Club, The Ritz-Carlton Residences, and Grand Residences by Marriott brand names. MVW's property and room counts are reported on a period-end basis for the MVW quarter ended September 12, 2014 and includes products that are in active sales as well as those that are sold out.
|
|
Comparable Company-Operated
North American Properties
(1)
|
|
Comparable Systemwide
North American Properties
(1)
|
|
||||||||||
|
Three Months Ended
September 30, 2014 |
|
Change vs.
Three Months Ended September 30, 2013
|
|
Three Months Ended
September 30, 2014 |
|
Change vs.
Three Months Ended September 30, 2013
|
|
||||||
Marriott Hotels
|
|
|
|
|
|
|
|
|
||||||
Occupancy
|
77.6
|
%
|
|
3.0
|
%
|
pts.
|
75.5
|
%
|
|
2.6
|
%
|
pts.
|
||
Average Daily Rate
|
$
|
183.21
|
|
|
4.5
|
%
|
|
$
|
167.78
|
|
|
4.8
|
%
|
|
RevPAR
|
$
|
142.11
|
|
|
8.7
|
%
|
|
$
|
126.68
|
|
|
8.5
|
%
|
|
Renaissance Hotels
|
|
|
|
|
|
|
|
|
||||||
Occupancy
|
75.7
|
%
|
|
2.3
|
%
|
pts.
|
75.5
|
%
|
|
2.7
|
%
|
pts.
|
||
Average Daily Rate
|
$
|
171.99
|
|
|
6.6
|
%
|
|
$
|
158.42
|
|
|
6.2
|
%
|
|
RevPAR
|
$
|
130.26
|
|
|
9.9
|
%
|
|
$
|
119.59
|
|
|
10.2
|
%
|
|
Autograph Collection
|
|
|
|
|
|
|
|
|
||||||
Occupancy
|
*
|
|
|
*
|
|
|
76.3
|
%
|
|
(0.8
|
)%
|
pts.
|
||
Average Daily Rate
|
*
|
|
|
*
|
|
|
$
|
216.30
|
|
|
11.0
|
%
|
|
|
RevPAR
|
*
|
|
|
*
|
|
|
$
|
164.96
|
|
|
9.9
|
%
|
|
|
The Ritz-Carlton
|
|
|
|
|
|
|
|
|
||||||
Occupancy
|
73.5
|
%
|
|
2.8
|
%
|
pts.
|
73.5
|
%
|
|
2.8
|
%
|
pts.
|
||
Average Daily Rate
|
$
|
317.67
|
|
|
3.6
|
%
|
|
$
|
317.67
|
|
|
3.6
|
%
|
|
RevPAR
|
$
|
233.45
|
|
|
7.6
|
%
|
|
$
|
233.45
|
|
|
7.6
|
%
|
|
Composite North American Full-Service
|
|
|
|
|
|
|
|
|
||||||
Occupancy
|
76.7
|
%
|
|
2.9
|
%
|
pts.
|
75.4
|
%
|
|
2.5
|
%
|
pts.
|
||
Average Daily Rate
|
$
|
193.25
|
|
|
4.7
|
%
|
|
$
|
176.52
|
|
|
5.1
|
%
|
|
RevPAR
|
$
|
148.14
|
|
|
8.8
|
%
|
|
$
|
133.02
|
|
|
8.8
|
%
|
|
Residence Inn
|
|
|
|
|
|
|
|
|
||||||
Occupancy
|
82.2
|
%
|
|
2.3
|
%
|
pts.
|
84.1
|
%
|
|
2.0
|
%
|
pts.
|
||
Average Daily Rate
|
$
|
137.96
|
|
|
5.6
|
%
|
|
$
|
134.62
|
|
|
5.0
|
%
|
|
RevPAR
|
$
|
113.37
|
|
|
8.6
|
%
|
|
$
|
113.19
|
|
|
7.6
|
%
|
|
Courtyard
|
|
|
|
|
|
|
|
|
||||||
Occupancy
|
75.9
|
%
|
|
3.7
|
%
|
pts.
|
77.3
|
%
|
|
3.1
|
%
|
pts.
|
||
Average Daily Rate
|
$
|
130.78
|
|
|
6.2
|
%
|
|
$
|
131.25
|
|
|
5.0
|
%
|
|
RevPAR
|
$
|
99.24
|
|
|
11.7
|
%
|
|
$
|
101.44
|
|
|
9.4
|
%
|
|
Fairfield Inn & Suites
|
|
|
|
|
|
|
|
|
||||||
Occupancy
|
nm
|
|
|
nm
|
|
pts.
|
75.9
|
%
|
|
2.7
|
%
|
pts.
|
||
Average Daily Rate
|
nm
|
|
|
nm
|
|
|
$
|
106.04
|
|
|
4.1
|
%
|
|
|
RevPAR
|
nm
|
|
|
nm
|
|
|
$
|
80.46
|
|
|
7.9
|
%
|
|
|
TownePlace Suites
|
|
|
|
|
|
|
|
|
||||||
Occupancy
|
80.9
|
%
|
|
5.1
|
%
|
pts.
|
80.1
|
%
|
|
2.7
|
%
|
pts.
|
||
Average Daily Rate
|
$
|
97.87
|
|
|
9.8
|
%
|
|
$
|
99.11
|
|
|
6.9
|
%
|
|
RevPAR
|
$
|
79.19
|
|
|
17.1
|
%
|
|
$
|
79.34
|
|
|
10.7
|
%
|
|
SpringHill Suites
|
|
|
|
|
|
|
|
|
||||||
Occupancy
|
76.5
|
%
|
|
2.0
|
%
|
pts.
|
78.6
|
%
|
|
2.8
|
%
|
pts.
|
||
Average Daily Rate
|
$
|
109.51
|
|
|
7.3
|
%
|
|
$
|
114.39
|
|
|
4.4
|
%
|
|
RevPAR
|
$
|
83.82
|
|
|
10.3
|
%
|
|
$
|
89.95
|
|
|
8.3
|
%
|
|
Composite North American Limited-Service
|
|
|
|
|
|
|
|
|
||||||
Occupancy
|
77.7
|
%
|
|
3.2
|
%
|
pts.
|
78.9
|
%
|
|
2.7
|
%
|
pts.
|
||
Average Daily Rate
|
$
|
129.70
|
|
|
6.1
|
%
|
|
$
|
122.98
|
|
|
4.9
|
%
|
|
RevPAR
|
$
|
100.76
|
|
|
10.8
|
%
|
|
$
|
97.07
|
|
|
8.6
|
%
|
|
Composite North American - All
|
|
|
|
|
|
|
|
|
||||||
Occupancy
|
77.1
|
%
|
|
3.0
|
%
|
pts.
|
77.6
|
%
|
|
2.7
|
%
|
pts.
|
||
Average Daily Rate
|
$
|
168.44
|
|
|
5.1
|
%
|
|
$
|
142.52
|
|
|
5.0
|
%
|
|
RevPAR
|
$
|
129.79
|
|
|
9.4
|
%
|
|
$
|
110.58
|
|
|
8.7
|
%
|
|
(1)
|
Statistics include only properties located in the United States.
|
|
Comparable Company-Operated
Properties |
|
Comparable Systemwide
Properties
|
|
||||||||||
|
Three Months Ended
September 30, 2014 |
|
Change vs.
Three Months Ended September 30, 2013 |
|
Three Months Ended
September 30, 2014 |
|
Change vs.
Three Months Ended September 30, 2013 |
|
||||||
Caribbean and Latin America
|
|
|
|
|
|
|
|
|
||||||
Occupancy
|
71.0
|
%
|
|
3.4
|
%
|
pts.
|
69.7
|
%
|
|
2.1
|
%
|
pts.
|
||
Average Daily Rate
|
$
|
201.84
|
|
|
8.2
|
%
|
|
$
|
179.18
|
|
|
7.6
|
%
|
|
RevPAR
|
$
|
143.40
|
|
|
13.6
|
%
|
|
$
|
124.90
|
|
|
10.9
|
%
|
|
Europe
|
|
|
|
|
|
|
|
|
||||||
Occupancy
|
81.0
|
%
|
|
1.4
|
%
|
pts.
|
78.8
|
%
|
|
0.9
|
%
|
pts.
|
||
Average Daily Rate
|
$
|
199.06
|
|
|
2.9
|
%
|
|
$
|
187.86
|
|
|
2.0
|
%
|
|
RevPAR
|
$
|
161.27
|
|
|
4.7
|
%
|
|
$
|
147.99
|
|
|
3.2
|
%
|
|
Middle East and Africa
|
|
|
|
|
|
|
|
|
||||||
Occupancy
|
54.2
|
%
|
|
11.0
|
%
|
pts.
|
54.0
|
%
|
|
9.6
|
%
|
pts.
|
||
Average Daily Rate
|
$
|
166.85
|
|
|
(7.4
|
)%
|
|
$
|
164.13
|
|
|
(5.5
|
)%
|
|
RevPAR
|
$
|
90.47
|
|
|
16.1
|
%
|
|
$
|
88.59
|
|
|
15.0
|
%
|
|
Asia Pacific
|
|
|
|
|
|
|
|
|
||||||
Occupancy
|
74.8
|
%
|
|
2.0
|
%
|
pts.
|
75.1
|
%
|
|
1.7
|
%
|
pts.
|
||
Average Daily Rate
|
$
|
168.18
|
|
|
2.1
|
%
|
|
$
|
172.81
|
|
|
2.4
|
%
|
|
RevPAR
|
$
|
125.85
|
|
|
5.0
|
%
|
|
$
|
129.83
|
|
|
4.9
|
%
|
|
Total International
(1)
|
|
|
|
|
|
|
|
|
||||||
Occupancy
|
74.3
|
%
|
|
3.0
|
%
|
pts.
|
73.7
|
%
|
|
2.2
|
%
|
pts.
|
||
Average Daily Rate
|
$
|
184.29
|
|
|
2.4
|
%
|
|
$
|
179.63
|
|
|
2.4
|
%
|
|
RevPAR
|
$
|
136.98
|
|
|
6.6
|
%
|
|
$
|
132.47
|
|
|
5.6
|
%
|
|
Total Worldwide
(2)
|
|
|
|
|
|
|
|
|
||||||
Occupancy
|
76.2
|
%
|
|
3.0
|
%
|
pts.
|
76.9
|
%
|
|
2.6
|
%
|
pts.
|
||
Average Daily Rate
|
$
|
173.30
|
|
|
4.2
|
%
|
|
$
|
148.55
|
|
|
4.5
|
%
|
|
RevPAR
|
$
|
132.05
|
|
|
8.5
|
%
|
|
$
|
114.29
|
|
|
8.1
|
%
|
|
(1)
|
Company-operated statistics include properties located outside of the United States and Canada for the Marriott Hotels, Renaissance Hotels, The Ritz-Carlton, Bulgari Hotels & Resorts, Autograph Collection, Courtyard, and Residence Inn brands. In addition to the foregoing brands, systemwide statistics also include properties located outside of the United States and Canada for Fairfield Inn & Suites brands.
|
(2)
|
Company-operated and systemwide statistics include properties worldwide for Marriott Hotels, Renaissance Hotels, Autograph Collection, Gaylord Hotels, The Ritz-Carlton, Bulgari Hotels & Resorts, Residence Inn, Courtyard, Fairfield Inn & Suites, TownePlace Suites, and SpringHill Suites brands.
|
|
Comparable Company-Operated
North American Properties (1) |
|
Comparable Systemwide
North American Properties (1) |
|
||||||||||
|
Nine Months Ended September 30, 2014
|
|
Change vs.
Nine Months Ended September 30, 2013 |
|
Nine Months Ended September 30, 2014
|
|
Change vs.
Nine Months Ended September 30, 2013 |
|
||||||
Marriott Hotels
|
|
|
|
|
|
|
|
|
||||||
Occupancy
|
76.6
|
%
|
|
2.1
|
%
|
pts.
|
74.3
|
%
|
|
1.9
|
%
|
pts.
|
||
Average Daily Rate
|
$
|
186.16
|
|
|
3.2
|
%
|
|
$
|
170.41
|
|
|
3.8
|
%
|
|
RevPAR
|
$
|
142.64
|
|
|
6.1
|
%
|
|
$
|
126.58
|
|
|
6.6
|
%
|
|
Renaissance Hotels
|
|
|
|
|
|
|
|
|
||||||
Occupancy
|
75.2
|
%
|
|
1.6
|
%
|
pts.
|
74.4
|
%
|
|
2.3
|
%
|
pts.
|
||
Average Daily Rate
|
$
|
175.82
|
|
|
3.3
|
%
|
|
$
|
160.16
|
|
|
3.8
|
%
|
|
RevPAR
|
$
|
132.21
|
|
|
5.5
|
%
|
|
$
|
119.13
|
|
|
7.1
|
%
|
|
Autograph Collection
|
|
|
|
|
|
|
|
|
||||||
Occupancy
|
*
|
|
|
*
|
|
|
77.0
|
%
|
|
0.4
|
%
|
pts.
|
||
Average Daily Rate
|
*
|
|
|
*
|
|
|
$
|
227.90
|
|
|
9.7
|
%
|
|
|
RevPAR
|
*
|
|
|
*
|
|
|
$
|
175.56
|
|
|
10.3
|
%
|
|
|
The Ritz-Carlton
|
|
|
|
|
|
|
|
|
||||||
Occupancy
|
73.9
|
%
|
|
1.7
|
%
|
pts.
|
73.9
|
%
|
|
1.7
|
%
|
pts.
|
||
Average Daily Rate
|
$
|
334.29
|
|
|
4.0
|
%
|
|
$
|
334.29
|
|
|
4.0
|
%
|
|
RevPAR
|
$
|
247.20
|
|
|
6.4
|
%
|
|
$
|
247.20
|
|
|
6.4
|
%
|
|
Composite North American Full-Service
|
|
|
|
|
|
|
|
|
||||||
Occupancy
|
75.9
|
%
|
|
2.0
|
%
|
pts.
|
74.3
|
%
|
|
1.9
|
%
|
pts.
|
||
Average Daily Rate
|
$
|
198.26
|
|
|
3.4
|
%
|
|
$
|
180.62
|
|
|
4.0
|
%
|
|
RevPAR
|
$
|
150.44
|
|
|
6.1
|
%
|
|
$
|
134.24
|
|
|
6.8
|
%
|
|
Residence Inn
|
|
|
|
|
|
|
|
|
||||||
Occupancy
|
79.8
|
%
|
|
2.1
|
%
|
pts.
|
80.9
|
%
|
|
1.9
|
%
|
pts.
|
||
Average Daily Rate
|
$
|
135.90
|
|
|
3.8
|
%
|
|
$
|
131.19
|
|
|
3.9
|
%
|
|
RevPAR
|
$
|
108.46
|
|
|
6.5
|
%
|
|
$
|
106.14
|
|
|
6.4
|
%
|
|
Courtyard
|
|
|
|
|
|
|
|
|
||||||
Occupancy
|
73.0
|
%
|
|
3.0
|
%
|
pts.
|
73.9
|
%
|
|
2.2
|
%
|
pts.
|
||
Average Daily Rate
|
$
|
129.78
|
|
|
5.0
|
%
|
|
$
|
129.48
|
|
|
4.4
|
%
|
|
RevPAR
|
$
|
94.76
|
|
|
9.5
|
%
|
|
$
|
95.65
|
|
|
7.6
|
%
|
|
Fairfield Inn & Suites
|
|
|
|
|
|
|
|
|
||||||
Occupancy
|
nm
|
|
|
nm
|
|
pts.
|
71.6
|
%
|
|
2.1
|
%
|
pts.
|
||
Average Daily Rate
|
nm
|
|
|
nm
|
|
|
$
|
103.32
|
|
|
3.9
|
%
|
|
|
RevPAR
|
nm
|
|
|
nm
|
|
|
$
|
74.02
|
|
|
7.0
|
%
|
|
|
TownePlace Suites
|
|
|
|
|
|
|
|
|
||||||
Occupancy
|
76.3
|
%
|
|
7.1
|
%
|
pts.
|
76.6
|
%
|
|
3.2
|
%
|
pts.
|
||
Average Daily Rate
|
$
|
96.06
|
|
|
8.0
|
%
|
|
$
|
97.20
|
|
|
5.2
|
%
|
|
RevPAR
|
$
|
73.25
|
|
|
19.2
|
%
|
|
$
|
74.49
|
|
|
9.8
|
%
|
|
SpringHill Suites
|
|
|
|
|
|
|
|
|
||||||
Occupancy
|
75.3
|
%
|
|
1.9
|
%
|
pts.
|
76.0
|
%
|
|
2.6
|
%
|
pts.
|
||
Average Daily Rate
|
$
|
111.60
|
|
|
3.9
|
%
|
|
$
|
112.81
|
|
|
3.7
|
%
|
|
RevPAR
|
$
|
84.06
|
|
|
6.6
|
%
|
|
$
|
85.71
|
|
|
7.4
|
%
|
|
Composite North American Limited-Service
|
|
|
|
|
|
|
|
|
||||||
Occupancy
|
75.0
|
%
|
|
2.8
|
%
|
pts.
|
75.5
|
%
|
|
2.2
|
%
|
pts.
|
||
Average Daily Rate
|
$
|
128.76
|
|
|
4.6
|
%
|
|
$
|
120.67
|
|
|
4.1
|
%
|
|
RevPAR
|
$
|
96.62
|
|
|
8.7
|
%
|
|
$
|
91.10
|
|
|
7.3
|
%
|
|
Composite North American - All
|
|
|
|
|
|
|
|
|
||||||
Occupancy
|
75.6
|
%
|
|
2.3
|
%
|
pts.
|
75.1
|
%
|
|
2.1
|
%
|
pts.
|
||
Average Daily Rate
|
$
|
171.53
|
|
|
3.6
|
%
|
|
$
|
142.98
|
|
|
4.0
|
%
|
|
RevPAR
|
$
|
129.59
|
|
|
6.9
|
%
|
|
$
|
107.31
|
|
|
7.0
|
%
|
|
(1)
|
Statistics include only properties located in the United States.
|
|
Comparable Company-Operated
Properties |
|
Comparable Systemwide
Properties |
|
||||||||||
|
Nine Months Ended
September 30, 2014 |
|
Change vs.
Nine Months Ended September 30, 2013 |
|
Nine Months Ended
September 30, 2014 |
|
Change vs.
Nine Months Ended September 30, 2013 |
|
||||||
Caribbean and Latin America
|
|
|
|
|
|
|
|
|
||||||
Occupancy
|
74.3
|
%
|
|
2.7
|
%
|
pts.
|
71.9
|
%
|
|
2.2
|
%
|
pts.
|
||
Average Daily Rate
|
$
|
240.30
|
|
|
7.5
|
%
|
|
$
|
207.84
|
|
|
6.5
|
%
|
|
RevPAR
|
$
|
178.56
|
|
|
11.5
|
%
|
|
$
|
149.39
|
|
|
9.9
|
%
|
|
Europe
|
|
|
|
|
|
|
|
|
||||||
Occupancy
|
74.4
|
%
|
|
1.2
|
%
|
pts.
|
72.3
|
%
|
|
1.1
|
%
|
pts.
|
||
Average Daily Rate
|
$
|
196.74
|
|
|
1.3
|
%
|
|
$
|
187.36
|
|
|
1.1
|
%
|
|
RevPAR
|
$
|
146.28
|
|
|
2.9
|
%
|
|
$
|
135.42
|
|
|
2.8
|
%
|
|
Middle East and Africa
|
|
|
|
|
|
|
|
|
||||||
Occupancy
|
58.4
|
%
|
|
4.4
|
%
|
pts.
|
58.9
|
%
|
|
4.2
|
%
|
pts.
|
||
Average Daily Rate
|
$
|
187.35
|
|
|
(2.8
|
)%
|
|
$
|
182.77
|
|
|
(1.9
|
)%
|
|
RevPAR
|
$
|
109.50
|
|
|
5.0
|
%
|
|
$
|
107.67
|
|
|
5.6
|
%
|
|
Asia Pacific
|
|
|
|
|
|
|
|
|
||||||
Occupancy
|
73.0
|
%
|
|
2.1
|
%
|
pts.
|
73.4
|
%
|
|
2.0
|
%
|
pts.
|
||
Average Daily Rate
|
$
|
175.09
|
|
|
2.6
|
%
|
|
$
|
175.73
|
|
|
2.8
|
%
|
|
RevPAR
|
$
|
127.76
|
|
|
5.6
|
%
|
|
$
|
128.90
|
|
|
5.7
|
%
|
|
Total International
(1)
|
|
|
|
|
|
|
|
|
||||||
Occupancy
|
72.0
|
%
|
|
2.1
|
%
|
pts.
|
71.3
|
%
|
|
1.9
|
%
|
pts.
|
||
Average Daily Rate
|
$
|
192.64
|
|
|
2.4
|
%
|
|
$
|
186.17
|
|
|
2.4
|
%
|
|
RevPAR
|
$
|
138.76
|
|
|
5.4
|
%
|
|
$
|
132.81
|
|
|
5.2
|
%
|
|
Total Worldwide
(2)
|
|
|
|
|
|
|
|
|
||||||
Occupancy
|
74.4
|
%
|
|
2.2
|
%
|
pts.
|
74.4
|
%
|
|
2.1
|
%
|
pts.
|
||
Average Daily Rate
|
$
|
177.95
|
|
|
3.2
|
%
|
|
$
|
150.00
|
|
|
3.7
|
%
|
|
RevPAR
|
$
|
132.48
|
|
|
6.4
|
%
|
|
$
|
111.64
|
|
|
6.7
|
%
|
|
(1)
|
Company-operated statistics include properties located outside of the United States and Canada for the Marriott Hotels, Renaissance Hotels, The Ritz-Carlton, Bulgari Hotels & Resorts, Autograph Collection, Courtyard, and Residence Inn brands. In addition to the foregoing brands, systemwide statistics also include properties located outside of the United States and Canada for Fairfield Inn & Suites brands.
|
(2)
|
Company-operated and systemwide statistics include properties worldwide for Marriott Hotels, Renaissance Hotels, Autograph Collection, Gaylord Hotels, The Ritz-Carlton, Bulgari Hotels & Resorts, Residence Inn, Courtyard, Fairfield Inn & Suites, TownePlace Suites, and SpringHill Suites brands.
|
|
Three Months Ended
|
|
|
|
Nine Months Ended
|
|
|
||||||||||||||
($ in millions)
|
September 30, 2014
|
|
September 30, 2013
|
|
Change
2014/2013
|
|
September 30, 2014
|
|
September 30, 2013
|
|
Change
2014/2013 |
||||||||||
Segment revenues
|
$
|
2,042
|
|
|
$
|
1,910
|
|
|
7
|
%
|
|
$
|
6,190
|
|
|
$
|
5,965
|
|
|
4
|
%
|
Segment results
|
$
|
122
|
|
|
$
|
105
|
|
|
16
|
%
|
|
$
|
407
|
|
|
$
|
373
|
|
|
9
|
%
|
|
Three Months Ended
|
|
|
|
Nine Months Ended
|
|
|
||||||||||||||
($ in millions)
|
September 30, 2014
|
|
September 30, 2013
|
|
Change
2014/2013 |
|
September 30, 2014
|
|
September 30, 2013
|
|
Change
2014/2013 |
||||||||||
Segment revenues
|
$
|
806
|
|
|
$
|
690
|
|
|
17
|
%
|
|
$
|
2,223
|
|
|
$
|
1,957
|
|
|
14
|
%
|
Segment results
|
$
|
177
|
|
|
$
|
131
|
|
|
35
|
%
|
|
$
|
443
|
|
|
$
|
372
|
|
|
19
|
%
|
|
Three Months Ended
|
|
|
|
Nine Months Ended
|
|
|
||||||||||||||
($ in millions)
|
September 30, 2014
|
|
September 30, 2013
|
|
Change
2014/2013
|
|
September 30, 2014
|
|
September 30, 2013
|
|
Change
2014/2013 |
||||||||||
Segment revenues
|
$
|
546
|
|
|
$
|
491
|
|
|
11
|
%
|
|
$
|
1,634
|
|
|
$
|
1,444
|
|
|
13
|
%
|
Segment results
|
$
|
62
|
|
|
$
|
53
|
|
|
17
|
%
|
|
$
|
201
|
|
|
$
|
158
|
|
|
27
|
%
|
(a)
|
Unregistered Sale of Securities
|
(b)
|
Use of Proceeds
|
(c)
|
Issuer Purchases of Equity Securities
|
(in millions, except per share amounts)
|
|
|
|
|
|
|
|
|
|||||
Period
|
|
Total Number
of Shares
Purchased
|
|
Average Price
per Share
|
|
Total Number of
Shares Purchased as Part of Publicly
Announced Plans or
Programs (1) |
|
Maximum Number
of Shares That May Yet Be Purchased
Under the Plans or
Programs (1) |
|||||
July 1, 2014 - July 31, 2014
|
|
0.8
|
|
|
$
|
65.21
|
|
|
0.8
|
|
|
26.5
|
|
August 1, 2014 - August 31, 2014
|
|
2.3
|
|
|
$
|
66.07
|
|
|
2.3
|
|
|
24.2
|
|
September 1, 2014 - September 30, 2014
|
|
1.4
|
|
|
$
|
70.91
|
|
|
1.4
|
|
|
22.8
|
|
(1)
|
On
February 14, 2014
, we announced that our Board of Directors increased, by
25 million
shares, the authorization to repurchase our common stock. Prior to that authorization, we had announced on February 15, 2013, that our Board of Directors had increased, by 25 million shares, the authorization to repurchase our common stock. As of
September 30, 2014
,
22.8 million
shares remained available for repurchase under Board approved authorizations. We may repurchase shares in the open market or in privately negotiated transactions.
|
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.(ii) to our Form 8-K filed June 18, 2014 (File No. 001-13881).
|
|
|
|
|
|
4.1
|
|
Form of 3.125% Series N Notes Due 2021.
|
|
Exhibit No. 4.1 to our Form 8-K filed October 9, 2014 (File No. 001-13881).
|
|
|
|
|
|
10
|
|
Amendment dated August 7, 2014 to the Marriott International, Inc. Stock and Cash Incentive Plan.
|
|
Filed with this report.
|
|
|
|
|
|
12
|
|
Statement of Computation of Ratio of Earnings to Fixed Charges.
|
|
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 Document.
|
|
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.
|
MARRIOTT INTERNATIONAL, INC.
|
29th day of October, 2014
|
|
/s/ Bao Giang Val Bauduin
|
Bao Giang Val Bauduin
|
Controller and Chief Accounting Officer
(Duly Authorized Officer)
|
By the Board of Directors
|
|
/s/ Bancroft S. Gordon
|
Bancroft S. Gordon
|
Corporate Secretary
|
1.
|
Effective for grants made on and after the Effective Date hereof, a new Section 4.4 shall be added to the Plan to read as follows:
|
i.
|
the Committee may provide for the satisfaction and/or lapse of all conditions under any such Award in the event of a Participant’s death, disability or retirement, and in the event of Change in Control, to the extent provided in Section 15.1;
|
ii.
|
any conditions described in Section 4.4 shall not apply in the case of an Award that is issued in payment or settlement of compensation that has been earned by the Participant;
|
iii.
|
the Committee may grant Awards of up to 5% of the aggregate number of Shares authorized for issuance under this Plan (as described in Section 4.1) without making such Awards subject to the conditions described in this Section 4.4.
|
2.
|
Section 6.1 shall be amended to read as follows (new language underlined):
|
3.
|
Section 15.1(a) shall be amended to read as follows (new language underlined):
|
|
|
Nine Months Ended
|
||||||
($ in millions, except ratio)
|
|
September 30, 2014
|
|
September 30, 2013
|
||||
Income before income taxes
|
|
$
|
806
|
|
|
$
|
687
|
|
(Income)/loss related to equity method investees
|
|
(6
|
)
|
|
2
|
|
||
|
|
800
|
|
|
689
|
|
||
Add/(deduct):
|
|
|
|
|
||||
Fixed charges
|
|
159
|
|
|
167
|
|
||
Interest capitalized
|
|
(25
|
)
|
|
(25
|
)
|
||
Distributed income of equity method investees
|
|
4
|
|
|
6
|
|
||
Earnings available for fixed charges
|
|
$
|
938
|
|
|
$
|
837
|
|
Fixed charges:
|
|
|
|
|
||||
Interest expensed and capitalized
(1)
|
|
$
|
114
|
|
|
$
|
113
|
|
Estimate of interest within rent expense
|
|
45
|
|
|
54
|
|
||
Total fixed charges
|
|
$
|
159
|
|
|
$
|
167
|
|
Ratio of earnings to fixed charges
|
|
5.9
|
|
|
5.0
|
|
(1)
|
“Interest expensed and capitalized” includes amortized premiums, discounts, and capitalized expenses related to indebtedness.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Marriott International, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
October 29, 2014
|
/s/
Arne M. Sorenson
|
|
Arne M. Sorenson
President and
Chief Executive Officer
(Principal Executive Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Marriott International, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
October 29, 2014
|
/s/
Carl T. Berquist
|
|
Carl T. Berquist
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
|
(1)
|
the quarterly report on Form 10-Q of the Company for the period ended
September 30, 2014
, (the “Quarterly Report”) fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
|
(2)
|
the information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
October 29, 2014
|
/s/
Arne M. Sorenson
|
|
Arne M. Sorenson
President and
Chief Executive Officer
(Principal Executive Officer)
|
(1)
|
the quarterly report on Form 10-Q of the Company for the period ended
September 30, 2014
, (the “Quarterly Report”) fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
|
(2)
|
the information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
October 29, 2014
|
/s/
Carl T. Berquist
|
|
Carl T. Berquist
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
|