ý
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ANNUAL 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
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20817
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(Address of Principal Executive Offices)
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(Zip Code)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Class A Common Stock, $0.01 par value
(357,437,289 shares outstanding as of February 2, 2018)
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Nasdaq Global Select Market
Chicago Stock Exchange
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Large accelerated filer
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ý
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Accelerated filer
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o
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Non-accelerated filer
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o
(Do not check if a smaller reporting company)
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Smaller reporting company
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o
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Emerging growth company
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o
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
o
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Page No.
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Classic Luxury
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Distinctive Luxury
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||
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JW Marriott
offers memorable experiences crafted by awe inspiring design, warm authenticity, and an unpretentious approach to luxury.
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|
W Hotels
, a leader in the contemporary lifestyle space, provides the insider access to what’s new and next, offering a bold, provocative design.
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The Ritz-Carlton
is an oasis of civility with an iconic heritage that sets the standard for rare and special luxury experiences. The brand delivers legendary anticipatory service and creates exceptional experiences that leave lasting impressions.
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The Luxury Collection
provides unmatched value to owners of storied, luxury independent hotels.
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St. Regis
brings the vanguard spirit of the original hotel on 55th and Fifth to the best address in every destination. Signature rituals, such as St. Regis Butler Service, make every stay memorable.
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EDITION
redefines the codes of traditional luxury and combines the sophisticated design sensibility and innovation that American visionary Ian Schrager is known for with the global reach and operational expertise of Marriott.
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Bulgari
offers a contemporary, discriminating collection of luxury hotels in gateway cities and exclusive resort locations around the world.
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Classic Premium
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Distinctive Premium
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||
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Marriott Hotels
, as the signature brand of Marriott International, is one of the most recognized names in the industry. Marriott Hotels continues to evolve with contemporary style and elevated design.
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Renaissance
, designed for spontaneous and global travelers, reflects the unique character of the neighborhood and adds a distinctly local and personalized service culture brought to life through each hotel’s engaging Navigators.
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Sheraton
continues to establish itself as a global hospitality brand of choice. Sheraton goes beyond, through meaningful acts of service, purposeful design, and innovative programming.
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Le Méridien
, inspired by its European heritage and mid-century modern design, offers a chic and sophisticated experience in some of the world’s most iconic cultural capitals and exotic resorts.
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Westin
has a mission to be the preeminent wellness brand in hospitality by empowering guests to enhance their well-being while traveling, which drives unmatched guest loyalty and industry-leading performance.
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Autograph Collection
is an evolving ensemble of strikingly independent hotels. Exactly like nothing else, each destination has been selected for its quality, bold originality, rich character, and uncommon details.
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Delta Hotels
is an upscale full-service brand offering an efficient and flexible operating model with a simple and seamless design.
|
|
Gaylord Hotels
offers exciting convention, entertainment, and lifestyle experiences all in one place, with locations in the Nashville, Orlando, Dallas, and Washington, D.C. areas.
|
|
Marriott Executive Apartments
, with its sophisticated studio, 1-, 2-, and 3-bedroom apartments in the heart of business, shopping, and entertainment districts, offer a 5-star environment designed to assure and empower the corporate executive for long stay lodging.
|
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Tribute Portfolio
gives guests access to a family of independent hotels around the world that offer captivating designs and a sense of community.
|
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Marriott Vacation Club
offers the ultimate in vacation flexibility with a deeded, points-based ownership program for resorts, hotels, safaris, and cruises.
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Design Hotels
represent and market a curated selection of independent hotels of which a select number participate in a distribution and loyalty partnership with SPG.
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Classic Select
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Distinctive Select
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||
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Courtyard
has the largest distribution of properties in the Marriott portfolio. Continuing to raise the bar for frequent business travelers, its signature food and beverage concept (the Bistro) has been refreshed with crafted cocktails and elevated evening menu items.
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Aloft
is the next generation of hotel, using technology and design to enhance experiences and move to the pace of its guests. Aloft creates bold, open, and exciting environments that bring people together in vibrant social scenes.
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Residence Inn
created and defined the Extended Stay lodging category, first in North America and now globally. The brand recognizes the different needs of long stay guests and is uniquely suited to serve this significant market segment.
|
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AC Hotels by Marriott
was born from the vision of Spanish hotelier Antonio Catalan, who created a new kind of stay for a new kind of traveler who prefers fewer things, but expects them to be better than good.
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Fairfield Inn & Suites
has a heritage of warm hospitality, originating with Marriott's Fairfield Farm, and offers value, simplicity, and friendly service.
|
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Element
is a brand for longer stays that provides a place for healthy, active travelers to thrive - with an eco-conscious philosophy, active fitness options, and health food.
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SpringHill Suites
, the largest all-suites brand in the upscale tier, is a fresh take on mixing business and pleasure and getting a little bit more so guests can enjoy their time away. Lobbies are infused with West Elm decor, and most hotels offer inviting outdoor space with fire pits for social gatherings.
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Moxy
is a fun, vibrant, and stylish hotel designed to give guests everything they want and nothing they don’t. Its lively communal spaces and energetic crew help guests have a good time, all at a killer price.
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Four Points
helps the well-traveled guest to kick back and relax in a vintage modern setting. Timeless, classic details bring pleasure and balance to business on the road.
|
|
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TownePlace Suites
helps extended stay guests stay productive and upbeat with clever design details that give them a sense of calm and comfort.
|
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Protea Hotels
is the leading hospitality brand in Africa and boasts the highest brand awareness and largest strategic footprint among all the major hospitality brands in Africa, offering properties in primary and secondary business centers and desirable leisure destinations.
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|
|
|
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North America
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Europe
|
Middle East & Africa
|
Asia Pacific
|
Caribbean & Latin America
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Total
|
Luxury
|
|||||||
JW Marriott
®
|
Properties
|
26
|
6
|
4
|
33
|
12
|
81
|
Rooms
|
14,484
|
2,075
|
2,708
|
13,234
|
3,228
|
35,729
|
|
The Ritz-Carlton
®
|
Properties
|
40
|
13
|
12
|
30
|
7
|
102
|
Rooms
|
11,685
|
3,081
|
3,835
|
7,502
|
1,966
|
28,069
|
|
W
®
Hotels
|
Properties
|
27
|
7
|
2
|
12
|
5
|
53
|
Rooms
|
8,459
|
1,324
|
798
|
3,328
|
876
|
14,785
|
|
The Luxury Collection
®
|
Properties
|
16
|
44
|
6
|
28
|
11
|
105
|
Rooms
|
4,977
|
6,455
|
1,755
|
6,849
|
887
|
20,923
|
|
St. Regis
®
|
Properties
|
11
|
6
|
6
|
17
|
3
|
43
|
Rooms
|
2,228
|
839
|
1,562
|
4,359
|
448
|
9,436
|
|
EDITION
®
|
Properties
|
2
|
1
|
—
|
1
|
—
|
4
|
Rooms
|
567
|
173
|
—
|
526
|
—
|
1,266
|
|
Bulgari
®
|
Properties
|
—
|
2
|
1
|
2
|
—
|
5
|
Rooms
|
—
|
143
|
120
|
179
|
—
|
442
|
|
Premium
|
|||||||
Marriott Hotels
®
|
Properties
|
347
|
98
|
22
|
70
|
29
|
566
|
Rooms
|
137,333
|
24,069
|
7,389
|
23,479
|
8,010
|
200,280
|
|
Sheraton
®
|
Properties
|
192
|
62
|
30
|
122
|
35
|
441
|
Rooms
|
73,074
|
16,847
|
10,236
|
46,143
|
9,450
|
155,750
|
|
Westin
®
|
Properties
|
128
|
19
|
9
|
53
|
12
|
221
|
Rooms
|
52,722
|
6,183
|
2,934
|
16,704
|
3,645
|
82,188
|
|
Renaissance
®
Hotels
|
Properties
|
86
|
36
|
5
|
33
|
8
|
168
|
Rooms
|
28,510
|
8,563
|
1,388
|
12,271
|
2,565
|
53,297
|
|
Le Méridien
®
|
Properties
|
22
|
16
|
27
|
45
|
2
|
112
|
Rooms
|
5,006
|
5,292
|
7,530
|
11,630
|
271
|
29,729
|
|
Autograph Collection
®
Hotels
|
Properties
|
78
|
38
|
3
|
7
|
9
|
135
|
Rooms
|
17,107
|
5,403
|
1,102
|
1,895
|
4,313
|
29,820
|
|
Delta Hotels by Marriott
TM
(Delta Hotels
®
)
|
Properties
|
49
|
—
|
—
|
1
|
—
|
50
|
Rooms
|
12,373
|
—
|
—
|
339
|
—
|
12,712
|
|
Gaylord Hotels
®
|
Properties
|
5
|
—
|
—
|
—
|
—
|
5
|
Rooms
|
8,108
|
—
|
—
|
—
|
—
|
8,108
|
|
Marriott Executive Apartments
®
|
Properties
|
—
|
4
|
7
|
16
|
2
|
29
|
Rooms
|
—
|
358
|
823
|
2,849
|
240
|
4,270
|
|
Tribute Portfolio
®
|
Properties
|
17
|
4
|
—
|
5
|
2
|
28
|
Rooms
|
4,862
|
407
|
—
|
882
|
57
|
6,208
|
|
Select
|
|||||||
Courtyard by Marriott
®
(Courtyard
®
)
|
Properties
|
994
|
56
|
6
|
48
|
38
|
1,142
|
Rooms
|
139,326
|
10,427
|
1,279
|
12,076
|
6,298
|
169,406
|
|
Residence Inn by Marriott
®
(Residence Inn
®
)
|
Properties
|
750
|
5
|
3
|
—
|
2
|
760
|
Rooms
|
92,637
|
520
|
301
|
—
|
249
|
93,707
|
|
Fairfield Inn & Suites by Marriott
®
(Fairfield Inn & Suites
®
)
|
Properties
|
895
|
—
|
—
|
14
|
10
|
919
|
Rooms
|
82,699
|
—
|
—
|
2,268
|
1,467
|
86,434
|
|
SpringHill Suites by Marriott
®
(SpringHill Suites
®
)
|
Properties
|
388
|
—
|
—
|
—
|
—
|
388
|
Rooms
|
45,946
|
—
|
—
|
—
|
—
|
45,946
|
|
Four Points
®
by Sheraton (Four Points
®
)
|
Properties
|
141
|
17
|
11
|
60
|
20
|
249
|
Rooms
|
21,612
|
2,552
|
2,319
|
14,823
|
2,674
|
43,980
|
|
TownePlace Suites by Marriott
®
(TownePlace Suites
®
)
|
Properties
|
338
|
—
|
—
|
—
|
—
|
338
|
Rooms
|
34,272
|
—
|
—
|
—
|
—
|
34,272
|
|
|
North America
|
Europe
|
Middle East & Africa
|
Asia Pacific
|
Caribbean & Latin America
|
Total
|
Aloft
®
Hotels
|
Properties
|
97
|
6
|
4
|
24
|
7
|
138
|
Rooms
|
14,565
|
1,000
|
1,131
|
5,558
|
1,145
|
23,399
|
|
AC Hotels by Marriott
®
|
Properties
|
31
|
82
|
—
|
—
|
10
|
123
|
Rooms
|
5,288
|
10,035
|
—
|
—
|
1,917
|
17,240
|
|
Protea Hotels by Marriott
®
(Protea Hotels
®
)
|
Properties
|
—
|
—
|
90
|
—
|
—
|
90
|
Rooms
|
—
|
—
|
9,033
|
—
|
—
|
9,033
|
|
Element
®
Hotels
|
Properties
|
28
|
2
|
—
|
4
|
—
|
34
|
Rooms
|
4,027
|
293
|
—
|
933
|
—
|
5,253
|
|
Moxy
®
Hotels
|
Properties
|
4
|
13
|
—
|
3
|
—
|
20
|
Rooms
|
1,076
|
3,028
|
—
|
469
|
—
|
4,573
|
|
Residences and Timeshare
|
|||||||
Residences
|
Properties
|
57
|
5
|
—
|
13
|
7
|
82
|
Rooms
|
6,750
|
231
|
—
|
1,896
|
380
|
9,257
|
|
Timeshare
|
Properties
|
70
|
5
|
—
|
5
|
9
|
89
|
Rooms
|
18,281
|
919
|
—
|
471
|
2,483
|
22,154
|
|
|
Total Properties
1
|
4,839
|
547
|
248
|
646
|
240
|
6,520
|
Total Rooms
1
|
847,974
|
110,217
|
56,243
|
190,663
|
52,569
|
1,257,666
|
(1)
|
Excludes Design Hotels
TM
properties, which participate as partner hotels in the SPG loyalty program and are available for booking through our reservation channels.
|
Item 2.
|
Properties.
|
Properties
|
|
Location
|
|
Rooms
|
|
North American Full-Service
|
|
|
|
|
|
Owned Hotels
|
|
|
|
|
|
The St. Regis, New York
|
|
New York, NY
|
|
238
|
|
The Westin Peachtree Plaza, Atlanta
|
|
Atlanta, GA
|
|
1,073
|
|
The Tremont Chicago Hotel at Magnificent Mile
|
|
Chicago, IL
|
|
135
|
|
Le Centre Sheraton Montreal Hotel
|
|
Montreal, Canada
|
|
825
|
|
Sheraton Gateway Hotel in Toronto International Airport
|
|
Mississauga, Canada
|
|
474
|
|
Las Vegas Marriott
|
|
Las Vegas, NV
|
|
278
|
|
Leased Hotels
|
|
|
|
|
|
W New York – Times Square
|
|
New York, NY
|
|
509
|
|
Renaissance New York Times Square Hotel
|
|
New York, NY
|
|
317
|
|
Anaheim Marriott
|
|
Anaheim, CA
|
|
1,030
|
|
Kaua’i Marriott Resort
|
|
Lihue, HI
|
|
356
|
|
|
|
|
|
|
|
North American Limited-Service
|
|
|
|
|
|
Owned Hotels
|
|
|
|
|
|
Courtyard Las Vegas Convention Center
|
|
Las Vegas, NV
|
|
149
|
|
Residence Inn Las Vegas Convention Center
|
|
Las Vegas, NV
|
|
192
|
|
Leased Hotels
|
|
|
|
|
|
Albuquerque Airport Courtyard
|
|
Albuquerque, NM
|
|
150
|
|
Baltimore BWI Airport Courtyard
|
|
Linthicum, MD
|
|
149
|
|
Baton Rouge Acadian Centre/LSU Area Courtyard
|
|
Baton Rouge, LA
|
|
149
|
|
Chicago O'Hare Courtyard
|
|
Des Plaines, IL
|
|
180
|
|
Des Moines West/Clive Courtyard
|
|
Clive, IA
|
|
108
|
|
Fort Worth University Drive Courtyard
|
|
Fort Worth, TX
|
|
130
|
|
Greensboro Courtyard
|
|
Greensboro, NC
|
|
149
|
|
Indianapolis Airport Courtyard
|
|
Indianapolis, IN
|
|
151
|
|
Irvine John Wayne Airport/Orange County Courtyard
|
|
Irvine, CA
|
|
153
|
|
Louisville East Courtyard
|
|
Louisville, KY
|
|
151
|
|
Mt. Laurel Courtyard
|
|
Mt Laurel, NJ
|
|
151
|
|
Newark Liberty International Airport Courtyard
|
|
Newark, NJ
|
|
146
|
|
Orlando Airport Courtyard
|
|
Orlando, FL
|
|
149
|
|
Orlando International Drive/Convention Center Courtyard
|
|
Orlando, FL
|
|
151
|
|
Sacramento Airport Natomas Courtyard
|
|
Sacramento, CA
|
|
149
|
|
San Diego Sorrento Valley Courtyard
|
|
San Diego, CA
|
|
149
|
|
Spokane Downtown at the Convention Center Courtyard
|
|
Spokane, WA
|
|
149
|
|
St. Louis Downtown West Courtyard
|
|
St. Louis, MO
|
|
151
|
|
Properties
|
|
Location
|
|
Rooms
|
|
Asia Pacific
|
|
|
|
|
|
Owned Hotels
|
|
|
|
|
|
The Westin Denarau Island Resort
|
|
Nadi, Fiji
|
|
246
|
|
Sheraton Fiji Resort
|
|
Nadi, Fiji
|
|
297
|
|
Leased Hotels
|
|
|
|
|
|
The Ritz-Carlton, Tokyo
|
|
Tokyo, Japan
|
|
250
|
|
The St. Regis, Osaka
|
|
Osaka, Japan
|
|
160
|
|
|
|
|
|
|
|
Other International
|
|
|
|
|
|
Owned Hotels
|
|
|
|
|
|
Park Tower, A Luxury Collection Hotel, Buenos Aires
|
|
Buenos Aires, Argentina
|
|
181
|
|
Sheraton Buenos Aires Hotel & Convention Center
|
|
Buenos Aires, Argentina
|
|
740
|
|
Sheraton Grand Rio Hotel & Resort
|
|
Rio de Janeiro, Brazil
|
|
538
|
|
Sheraton Lima Hotel & Convention Center
|
|
Lima, Peru
|
|
431
|
|
Sheraton Mexico City Maria Isabel Hotel
|
|
Mexico City, Mexico
|
|
755
|
|
Courtyard by Marriott Toulouse Airport
|
|
Toulouse, France
|
|
187
|
|
Courtyard by Marriott Aberdeen Airport
|
|
Aberdeen, UK
|
|
194
|
|
Courtyard by Marriott Rio de Janeiro Barra da Tijuca
|
|
Barra da Tijuca, Brazil
|
|
264
|
|
Residence Inn Rio de Janeiro Barra da Tijuca
|
|
Barra da Tijuca, Brazil
|
|
140
|
|
Leased Hotels
|
|
|
|
|
|
Grosvenor House, A JW Marriott Hotel
|
|
London, UK
|
|
496
|
|
The Ritz-Carlton, Berlin
|
|
Berlin, Germany
|
|
303
|
|
W Barcelona
|
|
Barcelona, Spain
|
|
473
|
|
W London – Leicester Square
|
|
London, UK
|
|
192
|
|
Hotel Alfonso XIII
|
|
Seville, Spain
|
|
148
|
|
Hotel Maria Cristina, San Sebastian
|
|
San Sebastian, Spain
|
|
139
|
|
African Pride Crystal Towers Hotel & Spa
|
|
Cape Town, South Africa
|
|
180
|
|
Frankfurt Marriott Hotel
|
|
Frankfurt, Germany
|
|
587
|
|
Berlin Marriott Hotel
|
|
Berlin, Germany
|
|
379
|
|
Leipzig Marriott Hotel
|
|
Leipzig, Germany
|
|
231
|
|
Heidelberg Marriott Hotel
|
|
Heidelberg, Germany
|
|
248
|
|
Sheraton Diana Majestic Hotel, Milan
|
|
Milan, Italy
|
|
105
|
|
Renaissance Düsseldorf Hotel
|
|
Düsseldorf, Germany
|
|
244
|
|
Renaissance Hamburg Hotel
|
|
Hamburg, Germany
|
|
205
|
|
Renaissance Santo Domingo Jaragua Hotel & Casino
|
|
Santo Domingo, Dominican Republic
|
|
300
|
|
African Pride 15 on Orange Hotel
|
|
Cape Town, South Africa
|
|
129
|
|
African Pride Melrose Arch
|
|
Johannesburg, South Africa
|
|
118
|
|
Protea Hotel by Marriott Cape Town Sea Point
|
|
Cape Town, South Africa
|
|
124
|
|
Protea Hotel by Marriott Midrand
|
|
Midrand, South Africa
|
|
177
|
|
Protea Hotel by Marriott Pretoria Centurion
|
|
Pretoria, South Africa
|
|
177
|
|
Protea Hotel by Marriott O R Tambo Airport
|
|
Johannesburg, South Africa
|
|
213
|
|
Protea Hotel by Marriott Roodepoort
|
|
Roodepoort, South Africa
|
|
79
|
|
Protea Hotel Fire & Ice! by Marriott Cape Town
|
|
Cape Town, South Africa
|
|
201
|
|
Protea Hotel Fire & Ice! by Marriott Johannesburg Melrose Arch
|
|
Johannesburg, South Africa
|
|
197
|
|
Item 3.
|
Legal Proceedings.
|
Item 4.
|
Mine Safety Disclosures.
|
Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities.
|
|
|
Stock Price
|
|
Dividends
Declared per
Share
|
||||||||
|
|
High
|
|
Low
|
|
|||||||
2017
|
First Quarter
|
$
|
95.42
|
|
|
$
|
81.04
|
|
|
$
|
0.3000
|
|
|
Second Quarter
|
110.51
|
|
|
90.00
|
|
|
0.3300
|
|
|||
|
Third Quarter
|
111.32
|
|
|
96.90
|
|
|
0.3300
|
|
|||
|
Fourth Quarter
|
137.60
|
|
|
108.31
|
|
|
0.3300
|
|
|
|
Stock Price
|
|
Dividends
Declared per
Share
|
||||||||
|
|
High
|
|
Low
|
|
|||||||
2016
|
First Quarter
|
$
|
73.89
|
|
|
$
|
56.43
|
|
|
$
|
0.2500
|
|
|
Second Quarter
|
70.75
|
|
|
60.87
|
|
|
0.3000
|
|
|||
|
Third Quarter
|
73.99
|
|
|
66.09
|
|
|
0.3000
|
|
|||
|
Fourth Quarter
|
86.15
|
|
|
65.91
|
|
|
0.3000
|
|
(1)
|
On February 11, 2016, we announced that our Board of Directors increased the authorization to repurchase our common stock by 25 million shares as part of an ongoing share repurchase program. As of September 30, 2017, 9.6 million shares remained available for repurchase under previous Board approved authorizations. On November 9, 2017, we announced that our Board of Directors further increased our common stock repurchase authorization by 30 million shares. At year-end
2017
,
32.2 million
shares remained available for repurchase under Board approved authorizations. We repurchase shares in the open market and in privately negotiated transactions.
|
|
Fiscal Year
(1)
|
||||||||||||||||||||||||||||||||||||||
($ in millions, except per share data)
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||||||||||||
Income Statement Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Revenues
|
$
|
22,894
|
|
|
$
|
17,072
|
|
|
$
|
14,486
|
|
|
$
|
13,796
|
|
|
$
|
12,784
|
|
|
$
|
11,814
|
|
|
$
|
12,317
|
|
|
$
|
11,691
|
|
|
$
|
10,908
|
|
|
$
|
12,879
|
|
Operating income (loss)
|
$
|
2,359
|
|
|
$
|
1,368
|
|
|
$
|
1,350
|
|
|
$
|
1,159
|
|
|
$
|
988
|
|
|
$
|
940
|
|
|
$
|
526
|
|
|
$
|
695
|
|
|
$
|
(152
|
)
|
|
$
|
765
|
|
Income (loss) from continuing operations attributable to Marriott
|
$
|
1,372
|
|
|
$
|
780
|
|
|
$
|
859
|
|
|
$
|
753
|
|
|
$
|
626
|
|
|
$
|
571
|
|
|
$
|
198
|
|
|
$
|
458
|
|
|
$
|
(346
|
)
|
|
$
|
359
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||||||||
Net income (loss) attributable to Marriott
|
$
|
1,372
|
|
|
$
|
780
|
|
|
$
|
859
|
|
|
$
|
753
|
|
|
$
|
626
|
|
|
$
|
571
|
|
|
$
|
198
|
|
|
$
|
458
|
|
|
$
|
(346
|
)
|
|
$
|
362
|
|
Per Share Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Diluted earnings (losses) per share from continuing operations attributable to Marriott shareholders
|
$
|
3.61
|
|
|
$
|
2.64
|
|
|
$
|
3.15
|
|
|
$
|
2.54
|
|
|
$
|
2.00
|
|
|
$
|
1.72
|
|
|
$
|
0.55
|
|
|
$
|
1.21
|
|
|
$
|
(0.97
|
)
|
|
$
|
0.97
|
|
Diluted earnings per share from discontinued operations attributable to Marriott shareholders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.01
|
|
||||||||||
Diluted earnings (losses) per share attributable to Marriott shareholders
|
$
|
3.61
|
|
|
$
|
2.64
|
|
|
$
|
3.15
|
|
|
$
|
2.54
|
|
|
$
|
2.00
|
|
|
$
|
1.72
|
|
|
$
|
0.55
|
|
|
$
|
1.21
|
|
|
$
|
(0.97
|
)
|
|
$
|
0.98
|
|
Cash dividends declared per share
|
$
|
1.2900
|
|
|
$
|
1.1500
|
|
|
$
|
0.9500
|
|
|
$
|
0.7700
|
|
|
$
|
0.6400
|
|
|
$
|
0.4900
|
|
|
$
|
0.3875
|
|
|
$
|
0.2075
|
|
|
$
|
0.0866
|
|
|
$
|
0.3339
|
|
Balance Sheet Data (at year-end):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Total assets
(4)
|
$
|
23,948
|
|
|
$
|
24,140
|
|
|
$
|
6,082
|
|
|
$
|
6,833
|
|
|
$
|
6,794
|
|
|
$
|
6,342
|
|
|
$
|
5,910
|
|
|
$
|
8,983
|
|
|
$
|
7,933
|
|
|
$
|
8,903
|
|
Long-term debt
(4)
|
7,840
|
|
|
8,197
|
|
|
3,807
|
|
|
3,447
|
|
|
3,147
|
|
|
2,528
|
|
|
1,816
|
|
|
2,691
|
|
|
2,234
|
|
|
2,975
|
|
||||||||||
Shareholders’ equity (deficit)
|
3,731
|
|
|
5,357
|
|
|
(3,590
|
)
|
|
(2,200
|
)
|
|
(1,415
|
)
|
|
(1,285
|
)
|
|
(781
|
)
|
|
1,585
|
|
|
1,142
|
|
|
1,380
|
|
||||||||||
Other Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Base management fees
|
$
|
1,102
|
|
|
$
|
806
|
|
|
$
|
698
|
|
|
$
|
672
|
|
|
$
|
621
|
|
|
$
|
581
|
|
|
$
|
602
|
|
|
$
|
562
|
|
|
$
|
530
|
|
|
$
|
635
|
|
Franchise fees
(5)
|
1,618
|
|
|
1,169
|
|
|
984
|
|
|
872
|
|
|
697
|
|
|
607
|
|
|
506
|
|
|
441
|
|
|
400
|
|
|
451
|
|
||||||||||
Incentive management fees
|
607
|
|
|
425
|
|
|
319
|
|
|
302
|
|
|
256
|
|
|
232
|
|
|
195
|
|
|
182
|
|
|
154
|
|
|
311
|
|
||||||||||
Total fees
(5)
|
$
|
3,327
|
|
|
$
|
2,400
|
|
|
$
|
2,001
|
|
|
$
|
1,846
|
|
|
$
|
1,574
|
|
|
$
|
1,420
|
|
|
$
|
1,303
|
|
|
$
|
1,185
|
|
|
$
|
1,084
|
|
|
$
|
1,397
|
|
Fee Revenue-Source:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
North America
(2) (5)
|
$
|
2,420
|
|
|
$
|
1,857
|
|
|
$
|
1,586
|
|
|
$
|
1,439
|
|
|
$
|
1,200
|
|
|
$
|
1,074
|
|
|
$
|
970
|
|
|
$
|
878
|
|
|
$
|
806
|
|
|
$
|
1,038
|
|
Total Outside North America
(3) (5)
|
907
|
|
|
543
|
|
|
415
|
|
|
407
|
|
|
374
|
|
|
346
|
|
|
333
|
|
|
307
|
|
|
278
|
|
|
359
|
|
||||||||||
Total fees
(5)
|
$
|
3,327
|
|
|
$
|
2,400
|
|
|
$
|
2,001
|
|
|
$
|
1,846
|
|
|
$
|
1,574
|
|
|
$
|
1,420
|
|
|
$
|
1,303
|
|
|
$
|
1,185
|
|
|
$
|
1,084
|
|
|
$
|
1,397
|
|
(1)
|
In 2013, we changed to a calendar year-end reporting cycle. All fiscal years presented before 2013 included 52 weeks, except for 2008 which included 53 weeks.
|
(2)
|
Represents fee revenue from the U.S. (but not Hawaii before 2011) and Canada.
|
(3)
|
Represents fee revenue outside of North America, as defined in footnote (2) above.
|
(4)
|
In 2015, we adopted ASU No. 2015-03, which changes the presentation of debt issuance costs, and ASU No. 2015-17, which changes the classification of deferred taxes. Years before 2014 have not been adjusted for these new accounting standards.
|
(5)
|
In 2017, we reclassified branding fees for third-party residential sales and credit card licensing to the “
Franchise fees
” caption from the “Owned, leased, and other revenue” caption on our Income Statements. We reclassified prior period amounts through 2013 to conform to our current presentation. We did not reclassify amounts for years before 2013.
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
.
|
|
Managed
|
|
Franchised/Licensed
|
|
Owned/Leased
|
|
Other
(1)
|
|
Total
|
||||||||||||||||||||
|
Properties
|
|
Rooms
|
|
Properties
|
|
Rooms
|
|
Properties
|
|
Rooms
|
|
Properties
|
|
Rooms
|
|
Properties
|
|
Rooms
|
||||||||||
North American Full-Service
|
423
|
|
|
187,814
|
|
|
670
|
|
|
195,196
|
|
|
10
|
|
|
5,235
|
|
|
—
|
|
|
—
|
|
|
1,103
|
|
|
388,245
|
|
North American Limited-Service
|
404
|
|
|
63,807
|
|
|
3,211
|
|
|
369,347
|
|
|
20
|
|
|
3,006
|
|
|
31
|
|
|
5,288
|
|
|
3,666
|
|
|
441,448
|
|
Asia Pacific
|
545
|
|
|
163,437
|
|
|
92
|
|
|
25,802
|
|
|
4
|
|
|
953
|
|
|
—
|
|
|
—
|
|
|
641
|
|
|
190,192
|
|
Other International
|
520
|
|
|
121,315
|
|
|
370
|
|
|
72,866
|
|
|
33
|
|
|
9,075
|
|
|
98
|
|
|
12,371
|
|
|
1,021
|
|
|
215,627
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Timeshare
|
—
|
|
|
—
|
|
|
89
|
|
|
22,154
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
89
|
|
|
22,154
|
|
Total
|
1,892
|
|
|
536,373
|
|
|
4,432
|
|
|
685,365
|
|
|
67
|
|
|
18,269
|
|
|
129
|
|
|
17,659
|
|
|
6,520
|
|
|
1,257,666
|
|
(1)
|
Other represents unconsolidated equity method investments, which we present in the “
Equity in earnings
” caption of our Income Statements.
|
Comparable Company-Operated North American Properties
|
||||||||||||||||||||
|
RevPAR
|
|
Occupancy
|
|
Average Daily Rate
|
|||||||||||||||
|
2017
|
|
Change vs. 2016
|
|
2017
|
|
Change vs. 2016
|
|
2017
|
|
Change vs. 2016
|
|||||||||
JW Marriott
|
$
|
171.94
|
|
|
2.5
|
%
|
|
76.3
|
%
|
|
1.1
|
%
|
pts.
|
|
$
|
225.46
|
|
|
1.0
|
%
|
The Ritz-Carlton
|
$
|
264.45
|
|
|
4.9
|
%
|
|
74.4
|
%
|
|
2.2
|
%
|
pts.
|
|
$
|
355.44
|
|
|
1.8
|
%
|
W Hotels
|
$
|
244.44
|
|
|
(0.7
|
)%
|
|
82.2
|
%
|
|
—
|
%
|
pts.
|
|
$
|
297.52
|
|
|
(0.7
|
)%
|
Composite North American Luxury
(1)
|
$
|
244.19
|
|
|
2.5
|
%
|
|
77.5
|
%
|
|
1.1
|
%
|
pts.
|
|
$
|
314.90
|
|
|
1.0
|
%
|
Marriott Hotels
|
$
|
146.14
|
|
|
2.3
|
%
|
|
76.1
|
%
|
|
1.1
|
%
|
pts.
|
|
$
|
192.09
|
|
|
0.9
|
%
|
Sheraton
|
$
|
150.75
|
|
|
2.4
|
%
|
|
77.3
|
%
|
|
0.3
|
%
|
pts.
|
|
$
|
195.10
|
|
|
2.0
|
%
|
Westin
|
$
|
173.29
|
|
|
1.4
|
%
|
|
77.0
|
%
|
|
(0.2
|
)%
|
pts.
|
|
$
|
224.99
|
|
|
1.6
|
%
|
Composite North American Upper Upscale
(2)
|
$
|
149.68
|
|
|
2.3
|
%
|
|
76.2
|
%
|
|
0.6
|
%
|
pts.
|
|
$
|
196.46
|
|
|
1.5
|
%
|
North American Full-Service
(3)
|
$
|
166.28
|
|
|
2.4
|
%
|
|
76.4
|
%
|
|
0.7
|
%
|
pts.
|
|
$
|
217.56
|
|
|
1.4
|
%
|
Courtyard
|
$
|
103.27
|
|
|
0.6
|
%
|
|
73.0
|
%
|
|
—
|
%
|
pts.
|
|
$
|
141.42
|
|
|
0.7
|
%
|
Residence Inn
|
$
|
123.88
|
|
|
2.4
|
%
|
|
79.6
|
%
|
|
0.7
|
%
|
pts.
|
|
$
|
155.53
|
|
|
1.5
|
%
|
Composite North American Limited-Service
(4)
|
$
|
107.99
|
|
|
1.4
|
%
|
|
75.2
|
%
|
|
0.2
|
%
|
pts.
|
|
$
|
143.65
|
|
|
1.1
|
%
|
North American - All
(5)
|
$
|
148.40
|
|
|
2.2
|
%
|
|
76.0
|
%
|
|
0.5
|
%
|
pts.
|
|
$
|
195.15
|
|
|
1.4
|
%
|
Comparable Systemwide North American Properties
|
||||||||||||||||||||
|
RevPAR
|
|
Occupancy
|
|
Average Daily Rate
|
|||||||||||||||
|
2017
|
|
Change vs. 2016
|
|
2017
|
|
Change vs. 2016
|
|
2017
|
|
Change vs. 2016
|
|||||||||
JW Marriott
|
$
|
173.27
|
|
|
3.1
|
%
|
|
76.9
|
%
|
|
1.2
|
%
|
pts.
|
|
$
|
225.32
|
|
|
1.4
|
%
|
The Ritz-Carlton
|
$
|
264.45
|
|
|
4.9
|
%
|
|
74.4
|
%
|
|
2.2
|
%
|
pts.
|
|
$
|
355.44
|
|
|
1.8
|
%
|
W Hotels
|
$
|
244.44
|
|
|
(0.7
|
)%
|
|
82.2
|
%
|
|
—
|
%
|
pts.
|
|
$
|
297.52
|
|
|
(0.7
|
)%
|
Composite North American Luxury
(1)
|
$
|
232.19
|
|
|
2.8
|
%
|
|
77.3
|
%
|
|
1.2
|
%
|
pts.
|
|
$
|
300.34
|
|
|
1.2
|
%
|
Marriott Hotels
|
$
|
126.00
|
|
|
1.8
|
%
|
|
72.6
|
%
|
|
0.4
|
%
|
pts.
|
|
$
|
173.49
|
|
|
1.2
|
%
|
Sheraton
|
$
|
115.99
|
|
|
1.5
|
%
|
|
73.2
|
%
|
|
0.1
|
%
|
pts.
|
|
$
|
158.50
|
|
|
1.4
|
%
|
Westin
|
$
|
159.00
|
|
|
1.8
|
%
|
|
76.5
|
%
|
|
(0.2
|
)%
|
pts.
|
|
$
|
207.74
|
|
|
2.0
|
%
|
Composite North American Upper Upscale
(2)
|
$
|
131.11
|
|
|
2.0
|
%
|
|
73.7
|
%
|
|
0.3
|
%
|
pts.
|
|
$
|
177.87
|
|
|
1.5
|
%
|
North American Full-Service
(3)
|
$
|
141.70
|
|
|
2.1
|
%
|
|
74.1
|
%
|
|
0.4
|
%
|
pts.
|
|
$
|
191.25
|
|
|
1.6
|
%
|
Courtyard
|
$
|
102.15
|
|
|
1.4
|
%
|
|
73.3
|
%
|
|
0.6
|
%
|
pts.
|
|
$
|
139.45
|
|
|
0.6
|
%
|
Residence Inn
|
$
|
116.11
|
|
|
1.7
|
%
|
|
79.3
|
%
|
|
0.3
|
%
|
pts.
|
|
$
|
146.47
|
|
|
1.3
|
%
|
Fairfield Inn & Suites
|
$
|
80.86
|
|
|
3.1
|
%
|
|
71.5
|
%
|
|
1.6
|
%
|
pts.
|
|
$
|
113.15
|
|
|
0.9
|
%
|
Composite North American Limited-Service
(4)
|
$
|
98.29
|
|
|
2.0
|
%
|
|
74.6
|
%
|
|
0.7
|
%
|
pts.
|
|
$
|
131.74
|
|
|
1.0
|
%
|
North American - All
(5)
|
$
|
117.56
|
|
|
2.1
|
%
|
|
74.4
|
%
|
|
0.6
|
%
|
pts.
|
|
$
|
158.05
|
|
|
1.3
|
%
|
(1)
|
Includes
JW Marriott
,
The Ritz-Carlton
,
W Hotels
,
The Luxury Collection
,
St. Regis
, and
EDITION
.
|
(2)
|
Includes
Marriott Hotels
,
Sheraton
,
Westin
,
Renaissance
,
Autograph Collection
,
Delta Hotels
,
Gaylord Hotels
,
Le Méridien
, and
Tribute Portfolio
.
|
(3)
|
Includes Composite North American Luxury and Composite North American Upper Upscale.
|
(4)
|
Includes
Courtyard
,
Residence Inn
,
Fairfield Inn & Suites
,
SpringHill Suites
,
Four Points
,
TownePlace Suites
, and
AC Hotels by Marriott
. Systemwide also includes
Aloft
and
Element
.
|
(5)
|
Includes
North American Full-Service
and Composite North American Limited-Service.
|
Comparable Company-Operated International Properties
|
||||||||||||||||||||
|
RevPAR
|
|
Occupancy
|
|
Average Daily Rate
|
|||||||||||||||
|
2017
|
|
Change vs. 2016
|
|
2017
|
|
Change vs. 2016
|
|
2017
|
|
Change vs. 2016
|
|||||||||
Greater China
|
$
|
90.26
|
|
|
8.4
|
%
|
|
71.5
|
%
|
|
6.0
|
%
|
pts.
|
|
$
|
126.33
|
|
|
(0.7
|
)%
|
Rest of Asia Pacific
|
$
|
119.10
|
|
|
6.1
|
%
|
|
75.4
|
%
|
|
3.1
|
%
|
pts.
|
|
$
|
158.02
|
|
|
1.6
|
%
|
Asia Pacific
|
$
|
100.39
|
|
|
7.4
|
%
|
|
72.8
|
%
|
|
5.0
|
%
|
pts.
|
|
$
|
137.85
|
|
|
0.1
|
%
|
Caribbean & Latin America
|
$
|
130.48
|
|
|
3.9
|
%
|
|
66.5
|
%
|
|
2.6
|
%
|
pts.
|
|
$
|
196.31
|
|
|
(0.2
|
)%
|
Europe
|
$
|
138.70
|
|
|
6.9
|
%
|
|
73.5
|
%
|
|
2.0
|
%
|
pts.
|
|
$
|
188.69
|
|
|
3.9
|
%
|
Middle East & Africa
|
$
|
106.33
|
|
|
1.9
|
%
|
|
65.7
|
%
|
|
1.5
|
%
|
pts.
|
|
$
|
161.95
|
|
|
(0.5
|
)%
|
International - All
(1)
|
$
|
113.32
|
|
|
6.0
|
%
|
|
71.2
|
%
|
|
3.5
|
%
|
pts.
|
|
$
|
159.14
|
|
|
0.8
|
%
|
Worldwide
(2)
|
$
|
131.14
|
|
|
3.8
|
%
|
|
73.7
|
%
|
|
2.0
|
%
|
pts.
|
|
$
|
178.02
|
|
|
1.0
|
%
|
Comparable Systemwide International Properties
|
||||||||||||||||||||
|
RevPAR
|
|
Occupancy
|
|
Average Daily Rate
|
|||||||||||||||
|
2017
|
|
Change vs. 2016
|
|
2017
|
|
Change vs. 2016
|
|
2017
|
|
Change vs. 2016
|
|||||||||
Greater China
|
$
|
90.37
|
|
|
8.5
|
%
|
|
70.9
|
%
|
|
6.0
|
%
|
pts.
|
|
$
|
127.47
|
|
|
(0.7
|
)%
|
Rest of Asia Pacific
|
$
|
118.36
|
|
|
5.1
|
%
|
|
74.8
|
%
|
|
2.5
|
%
|
pts.
|
|
$
|
158.21
|
|
|
1.6
|
%
|
Asia Pacific
|
$
|
102.27
|
|
|
6.8
|
%
|
|
72.6
|
%
|
|
4.5
|
%
|
pts.
|
|
$
|
140.94
|
|
|
0.2
|
%
|
Caribbean & Latin America
|
$
|
104.10
|
|
|
4.0
|
%
|
|
64.3
|
%
|
|
2.1
|
%
|
pts.
|
|
$
|
161.91
|
|
|
0.6
|
%
|
Europe
|
$
|
123.44
|
|
|
7.2
|
%
|
|
71.9
|
%
|
|
2.7
|
%
|
pts.
|
|
$
|
171.72
|
|
|
3.2
|
%
|
Middle East & Africa
|
$
|
101.98
|
|
|
2.0
|
%
|
|
65.4
|
%
|
|
1.5
|
%
|
pts.
|
|
$
|
155.90
|
|
|
(0.4
|
)%
|
International - All
(1)
|
$
|
108.78
|
|
|
5.9
|
%
|
|
70.3
|
%
|
|
3.2
|
%
|
pts.
|
|
$
|
154.71
|
|
|
1.1
|
%
|
Worldwide
(2)
|
$
|
115.02
|
|
|
3.1
|
%
|
|
73.2
|
%
|
|
1.4
|
%
|
pts.
|
|
$
|
157.12
|
|
|
1.2
|
%
|
(1)
|
Includes Caribbean & Latin America, Europe, Middle East & Africa, and
Asia Pacific
.
|
(2)
|
Includes North American - All and International - All.
|
Comparable Company-Operated North American Properties
|
||||||||||||||||||||
|
RevPAR
|
|
Occupancy
|
|
Average Daily Rate
|
|||||||||||||||
|
2016
|
|
Change vs. 2015
|
|
2016
|
|
Change vs. 2015
|
|
2016
|
|
Change vs. 2015
|
|||||||||
JW Marriott
|
$
|
187.02
|
|
|
4.0
|
%
|
|
76.8
|
%
|
|
2.2
|
%
|
pts.
|
|
$
|
243.57
|
|
|
1.1
|
%
|
The Ritz-Carlton
|
$
|
252.40
|
|
|
3.6
|
%
|
|
71.9
|
%
|
|
1.0
|
%
|
pts.
|
|
$
|
350.99
|
|
|
2.2
|
%
|
W Hotels
|
$
|
239.94
|
|
|
(2.2
|
)%
|
|
81.7
|
%
|
|
0.2
|
%
|
pts.
|
|
$
|
293.82
|
|
|
(2.5
|
)%
|
Composite North American Luxury
(1)
|
$
|
242.10
|
|
|
2.8
|
%
|
|
76.3
|
%
|
|
1.4
|
%
|
pts.
|
|
$
|
317.13
|
|
|
0.9
|
%
|
Marriott Hotels
|
$
|
144.94
|
|
|
2.4
|
%
|
|
75.4
|
%
|
|
0.7
|
%
|
pts.
|
|
$
|
192.23
|
|
|
1.4
|
%
|
Sheraton
|
$
|
149.49
|
|
|
2.1
|
%
|
|
76.5
|
%
|
|
(0.5
|
)%
|
pts.
|
|
$
|
195.40
|
|
|
2.7
|
%
|
Westin
|
$
|
167.21
|
|
|
0.9
|
%
|
|
77.4
|
%
|
|
(0.6
|
)%
|
pts.
|
|
$
|
216.07
|
|
|
1.7
|
%
|
Composite North American Upper Upscale
(2)
|
$
|
149.92
|
|
|
2.3
|
%
|
|
76.1
|
%
|
|
0.3
|
%
|
pts.
|
|
$
|
196.98
|
|
|
1.8
|
%
|
North American Full-Service
(3)
|
$
|
166.97
|
|
|
2.4
|
%
|
|
76.2
|
%
|
|
0.5
|
%
|
pts.
|
|
$
|
219.25
|
|
|
1.7
|
%
|
Courtyard
|
$
|
103.65
|
|
|
2.2
|
%
|
|
73.1
|
%
|
|
0.3
|
%
|
pts.
|
|
$
|
141.83
|
|
|
1.7
|
%
|
Residence Inn
|
$
|
118.14
|
|
|
3.8
|
%
|
|
79.0
|
%
|
|
0.6
|
%
|
pts.
|
|
$
|
149.56
|
|
|
3.0
|
%
|
Composite North American Limited-Service
(4)
|
$
|
106.20
|
|
|
2.8
|
%
|
|
75.0
|
%
|
|
0.5
|
%
|
pts.
|
|
$
|
141.68
|
|
|
2.1
|
%
|
North American - All
(5)
|
$
|
147.48
|
|
|
2.5
|
%
|
|
75.8
|
%
|
|
0.5
|
%
|
pts.
|
|
$
|
194.64
|
|
|
1.8
|
%
|
Comparable Systemwide North American Properties
|
||||||||||||||||||||
|
RevPAR
|
|
Occupancy
|
|
Average Daily Rate
|
|||||||||||||||
|
2016
|
|
Change vs. 2015
|
|
2016
|
|
Change vs. 2015
|
|
2016
|
|
Change vs. 2015
|
|||||||||
JW Marriott
|
$
|
178.91
|
|
|
3.5
|
%
|
|
76.0
|
%
|
|
1.3
|
%
|
pts.
|
|
$
|
235.47
|
|
|
1.8
|
%
|
The Ritz-Carlton
|
$
|
252.40
|
|
|
3.6
|
%
|
|
71.9
|
%
|
|
1.0
|
%
|
pts.
|
|
$
|
350.99
|
|
|
2.2
|
%
|
W Hotels
|
$
|
239.94
|
|
|
(2.2
|
)%
|
|
81.7
|
%
|
|
0.2
|
%
|
pts.
|
|
$
|
293.82
|
|
|
(2.5
|
)%
|
Composite North American Luxury
(1)
|
$
|
231.99
|
|
|
2.8
|
%
|
|
76.0
|
%
|
|
1.2
|
%
|
pts.
|
|
$
|
305.36
|
|
|
1.2
|
%
|
Marriott Hotels
|
$
|
124.39
|
|
|
2.0
|
%
|
|
72.4
|
%
|
|
0.3
|
%
|
pts.
|
|
$
|
171.92
|
|
|
1.5
|
%
|
Sheraton
|
$
|
115.58
|
|
|
2.4
|
%
|
|
73.3
|
%
|
|
0.3
|
%
|
pts.
|
|
$
|
157.73
|
|
|
2.0
|
%
|
Westin
|
$
|
152.94
|
|
|
2.4
|
%
|
|
76.9
|
%
|
|
0.1
|
%
|
pts.
|
|
$
|
198.98
|
|
|
2.3
|
%
|
Composite North American Upper Upscale
(2)
|
$
|
130.44
|
|
|
2.5
|
%
|
|
73.9
|
%
|
|
0.4
|
%
|
pts.
|
|
$
|
176.52
|
|
|
1.9
|
%
|
North American Full-Service
(3)
|
$
|
141.11
|
|
|
2.6
|
%
|
|
74.1
|
%
|
|
0.5
|
%
|
pts.
|
|
$
|
190.41
|
|
|
1.9
|
%
|
Courtyard
|
$
|
101.49
|
|
|
1.9
|
%
|
|
72.9
|
%
|
|
—
|
%
|
pts.
|
|
$
|
139.24
|
|
|
1.9
|
%
|
Residence Inn
|
$
|
112.78
|
|
|
2.4
|
%
|
|
79.0
|
%
|
|
(0.1
|
)%
|
pts.
|
|
$
|
142.78
|
|
|
2.6
|
%
|
Fairfield Inn & Suites
|
$
|
77.96
|
|
|
1.2
|
%
|
|
70.1
|
%
|
|
(0.5
|
)%
|
pts.
|
|
$
|
111.20
|
|
|
1.9
|
%
|
Composite North American Limited-Service
(4)
|
$
|
96.62
|
|
|
2.0
|
%
|
|
74.2
|
%
|
|
—
|
%
|
pts.
|
|
$
|
130.15
|
|
|
2.0
|
%
|
North American - All
(5)
|
$
|
116.47
|
|
|
2.3
|
%
|
|
74.2
|
%
|
|
0.2
|
%
|
pts.
|
|
$
|
157.00
|
|
|
2.0
|
%
|
(1)
|
Includes
JW Marriott
,
The Ritz-Carlton
,
W Hotels
,
The Luxury Collection
,
St. Regis
, and
EDITION
.
|
(2)
|
Includes
Marriott Hotels
,
Sheraton
,
Westin
,
Renaissance
,
Autograph Collection
,
Gaylord Hotels
,
Le Méridien
, and
Tribute Portfolio
.
|
(3)
|
Includes Composite North American Luxury and Composite North American Upper Upscale.
|
(4)
|
Includes
Courtyard
,
Residence Inn
,
Fairfield Inn & Suites
,
SpringHill Suites
, and
TownePlace Suites
. Systemwide also includes
Four Points
,
Aloft
, and
Element
.
|
(5)
|
Includes
North American Full-Service
and Composite North American Limited-Service.
|
Comparable Company-Operated International Properties
|
||||||||||||||||||||
|
RevPAR
|
|
Occupancy
|
|
Average Daily Rate
|
|||||||||||||||
|
2016
|
|
Change vs. 2015
|
|
2016
|
|
Change vs. 2015
|
|
2016
|
|
Change vs. 2015
|
|||||||||
Greater China
|
$
|
89.17
|
|
|
0.4
|
%
|
|
67.5
|
%
|
|
3.7
|
%
|
pts.
|
|
$
|
132.16
|
|
|
(5.1
|
)%
|
Rest of Asia Pacific
|
$
|
112.69
|
|
|
3.7
|
%
|
|
75.2
|
%
|
|
3.0
|
%
|
pts.
|
|
$
|
149.80
|
|
|
(0.5
|
)%
|
Asia Pacific
|
$
|
97.08
|
|
|
1.6
|
%
|
|
70.1
|
%
|
|
3.4
|
%
|
pts.
|
|
$
|
138.52
|
|
|
(3.4
|
)%
|
Caribbean & Latin America
|
$
|
139.69
|
|
|
0.4
|
%
|
|
65.3
|
%
|
|
(0.9
|
)%
|
pts.
|
|
$
|
213.99
|
|
|
1.8
|
%
|
Europe
|
$
|
124.87
|
|
|
0.8
|
%
|
|
71.8
|
%
|
|
(0.5
|
)%
|
pts.
|
|
$
|
173.84
|
|
|
1.5
|
%
|
Middle East & Africa
|
$
|
106.49
|
|
|
(3.8
|
)%
|
|
64.6
|
%
|
|
0.6
|
%
|
pts.
|
|
$
|
164.90
|
|
|
(4.8
|
)%
|
International - All
(1)
|
$
|
109.05
|
|
|
0.3
|
%
|
|
69.2
|
%
|
|
1.6
|
%
|
pts.
|
|
$
|
157.69
|
|
|
(2.1
|
)%
|
Worldwide
(2)
|
$
|
128.37
|
|
|
1.6
|
%
|
|
72.5
|
%
|
|
1.1
|
%
|
pts.
|
|
$
|
177.11
|
|
|
0.1
|
%
|
Comparable Systemwide International Properties
|
||||||||||||||||||||
|
RevPAR
|
|
Occupancy
|
|
Average Daily Rate
|
|||||||||||||||
|
2016
|
|
Change vs. 2015
|
|
2016
|
|
Change vs. 2015
|
|
2016
|
|
Change vs. 2015
|
|||||||||
Greater China
|
$
|
89.33
|
|
|
0.2
|
%
|
|
67.2
|
%
|
|
3.5
|
%
|
pts.
|
|
$
|
132.92
|
|
|
(5.1
|
)%
|
Rest of Asia Pacific
|
$
|
114.07
|
|
|
4.0
|
%
|
|
74.4
|
%
|
|
2.4
|
%
|
pts.
|
|
$
|
153.35
|
|
|
0.7
|
%
|
Asia Pacific
|
$
|
99.50
|
|
|
2.0
|
%
|
|
70.2
|
%
|
|
3.1
|
%
|
pts.
|
|
$
|
141.82
|
|
|
(2.5
|
)%
|
Caribbean & Latin America
|
$
|
116.98
|
|
|
(0.4
|
)%
|
|
63.5
|
%
|
|
—
|
%
|
pts.
|
|
$
|
184.29
|
|
|
(0.3
|
)%
|
Europe
|
$
|
114.62
|
|
|
1.4
|
%
|
|
70.6
|
%
|
|
0.1
|
%
|
pts.
|
|
$
|
162.34
|
|
|
1.3
|
%
|
Middle East & Africa
|
$
|
102.09
|
|
|
(3.5
|
)%
|
|
64.2
|
%
|
|
0.4
|
%
|
pts.
|
|
$
|
159.12
|
|
|
(4.1
|
)%
|
International - All
(1)
|
$
|
106.39
|
|
|
0.7
|
%
|
|
68.5
|
%
|
|
1.4
|
%
|
pts.
|
|
$
|
155.31
|
|
|
(1.5
|
)%
|
Worldwide
(2)
|
$
|
113.50
|
|
|
1.8
|
%
|
|
72.5
|
%
|
|
0.6
|
%
|
pts.
|
|
$
|
156.53
|
|
|
1.0
|
%
|
(1)
|
Includes Caribbean & Latin America, Europe, Middle East & Africa, and
Asia Pacific
.
|
(2)
|
Includes North American - All and International - All.
|
($ in millions)
|
2017
|
|
2016
|
|
2015
|
|
Change 2017 vs. 2016
|
|
Change 2016 vs. 2015
|
||||||||||||||||
Base management fees
|
$
|
1,102
|
|
|
$
|
806
|
|
|
$
|
698
|
|
|
$
|
296
|
|
|
37
|
%
|
|
$
|
108
|
|
|
15
|
%
|
Franchise fees
|
1,618
|
|
|
1,169
|
|
|
984
|
|
|
449
|
|
|
38
|
%
|
|
185
|
|
|
19
|
%
|
|||||
Incentive management fees
|
607
|
|
|
425
|
|
|
319
|
|
|
182
|
|
|
43
|
%
|
|
106
|
|
|
33
|
%
|
|||||
|
$
|
3,327
|
|
|
$
|
2,400
|
|
|
$
|
2,001
|
|
|
$
|
927
|
|
|
39
|
%
|
|
$
|
399
|
|
|
20
|
%
|
($ in millions)
|
2017
|
|
2016
|
|
2015
|
|
Change 2017 vs. 2016
|
|
Change 2016 vs. 2015
|
||||||||||||||||
Owned, leased, and other revenue
|
$
|
1,802
|
|
|
$
|
1,126
|
|
|
$
|
855
|
|
|
$
|
676
|
|
|
60
|
%
|
|
$
|
271
|
|
|
32
|
%
|
Owned, leased, and other - direct expense
|
1,427
|
|
|
900
|
|
|
733
|
|
|
527
|
|
|
59
|
%
|
|
167
|
|
|
23
|
%
|
|||||
|
$
|
375
|
|
|
$
|
226
|
|
|
$
|
122
|
|
|
$
|
149
|
|
|
66
|
%
|
|
$
|
104
|
|
|
85
|
%
|
($ in millions)
|
2017
|
|
2016
|
|
2015
|
|
Change 2017 vs. 2016
|
|
Change 2016 vs. 2015
|
||||||||||||||||
Cost reimbursements revenue
|
$
|
17,765
|
|
|
$
|
13,546
|
|
|
$
|
11,630
|
|
|
$
|
4,219
|
|
|
31
|
%
|
|
$
|
1,916
|
|
|
16
|
%
|
Reimbursed costs
|
17,765
|
|
|
13,546
|
|
|
11,630
|
|
|
4,219
|
|
|
31
|
%
|
|
1,916
|
|
|
16
|
%
|
($ in millions)
|
2017
|
|
2016
|
|
2015
|
|
Change 2017 vs. 2016
|
|
Change 2016 vs. 2015
|
||||||||||||||||
Depreciation, amortization, and other
|
$
|
290
|
|
|
$
|
168
|
|
|
$
|
139
|
|
|
$
|
122
|
|
|
73
|
%
|
|
$
|
29
|
|
|
21
|
%
|
General, administrative, and other
|
894
|
|
|
704
|
|
|
634
|
|
|
190
|
|
|
27
|
%
|
|
70
|
|
|
11
|
%
|
|||||
Merger-related costs and charges
|
159
|
|
|
386
|
|
|
—
|
|
|
(227
|
)
|
|
(59
|
)%
|
|
386
|
|
|
nm
|
|
($ in millions)
|
2017
|
|
2016
|
|
2015
|
|
Change 2017 vs. 2016
|
|
Change 2016 vs. 2015
|
||||||||||||||||
Gains and other income, net
|
$
|
688
|
|
|
$
|
5
|
|
|
$
|
27
|
|
|
$
|
683
|
|
|
13,660
|
%
|
|
$
|
(22
|
)
|
|
(81
|
)%
|
Interest expense
|
(288
|
)
|
|
(234
|
)
|
|
(167
|
)
|
|
54
|
|
|
23
|
%
|
|
67
|
|
|
40
|
%
|
|||||
Interest income
|
38
|
|
|
35
|
|
|
29
|
|
|
3
|
|
|
9
|
%
|
|
6
|
|
|
21
|
%
|
|||||
Equity in earnings
|
39
|
|
|
10
|
|
|
16
|
|
|
29
|
|
|
290
|
%
|
|
(6
|
)
|
|
(38
|
)%
|
($ in millions)
|
2017
|
|
2016
|
|
2015
|
|
Change 2017 vs. 2016
|
|
Change 2016 vs. 2015
|
||||||||||||||||
Provision for income taxes
|
$
|
(1,464
|
)
|
|
$
|
(404
|
)
|
|
$
|
(396
|
)
|
|
$
|
1,060
|
|
|
262
|
%
|
|
$
|
8
|
|
|
2
|
%
|
($ in millions)
|
2017
|
|
2016
|
|
2015
|
|
Change 2017 vs. 2016
|
|
Change 2016 vs. 2015
|
||||||||||||||||
Segment revenues
|
$
|
14,300
|
|
|
$
|
10,376
|
|
|
$
|
8,825
|
|
|
$
|
3,924
|
|
|
38
|
%
|
|
$
|
1,551
|
|
|
18
|
%
|
Segment profits
|
$
|
1,182
|
|
|
$
|
777
|
|
|
$
|
561
|
|
|
$
|
405
|
|
|
52
|
%
|
|
$
|
216
|
|
|
39
|
%
|
•
|
$305 million
of
higher
base management and franchise fees, primarily reflecting $297 million of higher Legacy-Starwood fees, $14 million from Legacy-Marriott unit growth, and $8 million of stronger RevPAR at Legacy-Marriott hotels, partially offset by $17 million of lower Legacy-Marriott residential branding fees;
|
•
|
$45 million
of
higher
incentive management fees, primarily driven by $31 million of higher Legacy-Starwood fees and higher net house profits at Legacy-Marriott managed hotels;
|
•
|
$61 million
of
higher
owned, leased, and other revenue, net of direct expenses, primarily reflecting $63 million of higher Legacy-Starwood owned and leased profits;
|
•
|
$44 million
of
higher
depreciation, amortization, and other expenses, primarily reflecting higher depreciation and amortization on Legacy-Starwood assets;
|
•
|
$22 million
of
higher
gains and other income, net, primarily due to the gain on the sale of a
North American Full-Service
hotel in the 2017 second quarter; and
|
•
|
$16 million
of
higher
equity in earnings, primarily due to higher earnings by Legacy-Starwood investees.
|
•
|
$58 million of higher Legacy-Marriott base management and franchise fees, primarily reflecting $30 million of stronger RevPAR and unit growth and $21 million of higher branding fees;
|
•
|
$17 million of higher Legacy-Marriott incentive management fees, primarily driven by higher net house profits at managed hotels;
|
•
|
$19 million of higher Legacy-Marriott owned, leased, and other revenue, net of direct expenses, primarily reflecting $10 million of favorable operating results at several properties and $6 million of lower pre-opening costs; and
|
•
|
$11 million of lower Legacy-Marriott general, administrative, and other expenses, primarily due to $6 million of lower reserves for guarantee funding and $5 million of lower administrative costs.
|
($ in millions)
|
2017
|
|
2016
|
|
2015
|
|
Change 2017 vs. 2016
|
|
Change 2016 vs. 2015
|
||||||||||||||||
Segment revenues
|
$
|
4,002
|
|
|
$
|
3,561
|
|
|
$
|
3,193
|
|
|
$
|
441
|
|
|
12
|
%
|
|
$
|
368
|
|
|
12
|
%
|
Segment profits
|
$
|
816
|
|
|
$
|
698
|
|
|
$
|
651
|
|
|
$
|
118
|
|
|
17
|
%
|
|
$
|
47
|
|
|
7
|
%
|
•
|
$118 million
of
higher
base management and franchise fees, primarily reflecting $51 million of higher Legacy-Starwood fees, $42 million from Legacy-Marriott unit growth, $13 million of higher Legacy-Marriott relicensing fees, and $11 million of stronger RevPAR at Legacy-Marriott hotels;
|
•
|
$6 million
of
lower
incentive management fees, primarily driven by softer performance and a change in the specified owner return at a Legacy-Marriott portfolio of managed hotels; and
|
•
|
$5 million
of
higher
owned, leased, and other revenue, net of direct expenses, primarily reflecting higher Global Design profits and higher Legacy-Marriott termination fees.
|
•
|
$14 million of higher Legacy-Marriott base management and franchise fees, primarily due to $50 million from new units and stronger RevPAR, partially offset by $24 million of lower relicensing fees and an $11 million decrease in deferred fee recognition;
|
•
|
$10 million of higher Legacy-Marriott incentive management fees, primarily driven by $10 million of higher incentive fees earned from a few limited-service portfolios;
|
•
|
$4 million of higher Legacy-Marriott owned, leased, and other revenue, net of direct expenses, primarily reflecting higher net earnings at several leased and owned properties;
|
•
|
$5 million of lower Legacy-Marriott general, administrative, and other expenses, primarily due to $7 million of lower reserves for guarantee funding; and
|
•
|
$3 million of higher Legacy-Marriott gains and other income, net, primarily due to a favorable variance to the $4 million prior year disposal loss for a
North American Limited-Service
segment plot of land.
|
($ in millions)
|
2017
|
|
2016
|
|
2015
|
|
Change 2017 vs. 2016
|
|
Change 2016 vs. 2015
|
||||||||||||||||
Segment revenues
|
$
|
1,344
|
|
|
$
|
761
|
|
|
$
|
516
|
|
|
$
|
583
|
|
|
77
|
%
|
|
$
|
245
|
|
|
47
|
%
|
Segment profits
|
$
|
345
|
|
|
$
|
176
|
|
|
$
|
98
|
|
|
$
|
169
|
|
|
96
|
%
|
|
$
|
78
|
|
|
80
|
%
|
•
|
$109 million
of
higher
base management and franchise fees, primarily due to $89 million of higher Legacy-Starwood fees, $9 million of higher Legacy-Marriott branding fees, $6 million from Legacy-Marriott unit growth, and $5 million from stronger RevPAR at Legacy-Marriott hotels;
|
•
|
$92 million
of
higher
incentive management fees, primarily due to $80 million of higher Legacy-Starwood fees, $8 million from higher net house profits at Legacy-Marriott managed hotels, and $4 million from Legacy-Marriott unit growth;
|
•
|
$19 million
of
higher
owned, leased, and other revenue, net of direct expenses, primarily due to $22 million of higher Legacy-Starwood owned and leased profits;
|
•
|
$24 million
of
higher
depreciation, amortization, and other expenses, primarily reflecting higher depreciation and amortization on Legacy-Starwood assets;
|
•
|
$34 million
of
higher
general, administrative, and other expenses, primarily due to the Starwood Combination; and
|
•
|
$8 million
of
higher
equity in earnings, primarily due to higher earnings by Legacy-Starwood investees.
|
•
|
$7 million of higher Legacy-Marriott base management and franchise fees, primarily due to $9 million of stronger RevPAR and unit growth and $2 million of higher branding fees, partially offset by the impact of $2 million in unfavorable foreign exchange rates;
|
•
|
$8 million of higher Legacy-Marriott incentive management fees, primarily driven by $10 million in higher net house profits and unit growth, partially offset by the impact of $2 million in unfavorable foreign exchange rates;
|
•
|
$3 million of higher Legacy-Marriott owned, leased, and other revenue, net of direct expenses, primarily reflecting stronger performance at a property following renovations and the impact of $2 million in favorable foreign exchange rates;
|
•
|
$4 million of higher Legacy-Marriott general, administrative, and other expenses, primarily due to an increase in administrative costs to grow our brands globally; and
|
•
|
$4 million of higher Legacy-Marriott equity in earnings, primarily reflecting a 2015 impairment charge on an
Asia Pacific
joint venture ($6 million).
|
($ in millions)
|
2017
|
|
2016
|
|
2015
|
||||||
Cash from operations
|
$
|
2,436
|
|
|
$
|
1,682
|
|
|
$
|
1,515
|
|
Non-cash items
(1)
|
1,299
|
|
|
456
|
|
|
395
|
|
(1)
|
Includes depreciation, amortization, share-based compensation, and deferred income taxes.
|
Fiscal Years
|
||||||||
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
8.8x
|
|
5.1x
|
|
6.4x
|
|
6.2x
|
|
5.1x
|
|
|
|
Payments Due by Period
|
||||||||||||||||
($ in millions)
|
Total
|
|
Less Than
1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
After
5 Years
|
||||||||||
Debt
(1)
|
$
|
9,121
|
|
|
$
|
584
|
|
|
$
|
1,508
|
|
|
$
|
4,556
|
|
|
$
|
2,473
|
|
Capital lease obligations
(1)
|
246
|
|
|
13
|
|
|
28
|
|
|
27
|
|
|
178
|
|
|||||
Operating leases where we are the primary obligor
|
2,292
|
|
|
187
|
|
|
354
|
|
|
297
|
|
|
1,454
|
|
|||||
Purchase obligations
|
366
|
|
|
188
|
|
|
174
|
|
|
4
|
|
|
—
|
|
|||||
Other noncurrent liabilities
|
105
|
|
|
1
|
|
|
26
|
|
|
13
|
|
|
65
|
|
|||||
Total contractual obligations
|
$
|
12,130
|
|
|
$
|
973
|
|
|
$
|
2,090
|
|
|
$
|
4,897
|
|
|
$
|
4,170
|
|
(1)
|
Includes principal as well as interest payments.
|
($ in millions)
|
Total
Amounts
Committed
|
|
Less Than
1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
After
5 Years
|
||||||||||
Guarantee commitments (expiration by period)
|
$
|
377
|
|
|
$
|
20
|
|
|
$
|
149
|
|
|
$
|
100
|
|
|
$
|
108
|
|
Investment and loan commitments (expected funding by period)
|
60
|
|
|
50
|
|
|
5
|
|
|
3
|
|
|
2
|
|
|||||
Total other commitments
|
$
|
437
|
|
|
$
|
70
|
|
|
$
|
154
|
|
|
$
|
103
|
|
|
$
|
110
|
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk.
|
|
Maturities by Period
|
|
|
|
|
||||||||||||||||||||||||||
($ in millions)
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
There-
after
|
|
Total
Carrying
Amount
|
|
Total
Fair
Value
|
||||||||||||||||
Assets
- Maturities represent expected principal receipts, fair values represent assets.
|
|||||||||||||||||||||||||||||||
Fixed-rate notes receivable
|
$
|
2
|
|
|
$
|
1
|
|
|
$
|
2
|
|
|
$
|
1
|
|
|
$
|
5
|
|
|
$
|
45
|
|
|
$
|
56
|
|
|
$
|
58
|
|
Average interest rate
|
|
|
|
|
|
|
|
|
|
|
|
|
1.14
|
%
|
|
|
|||||||||||||||
Floating-rate notes receivable
|
$
|
5
|
|
|
$
|
34
|
|
|
$
|
12
|
|
|
$
|
22
|
|
|
$
|
—
|
|
|
$
|
20
|
|
|
$
|
93
|
|
|
$
|
79
|
|
Average interest rate
|
|
|
|
|
|
|
|
|
|
|
|
|
4.27
|
%
|
|
|
|||||||||||||||
Liabilities
- Maturities represent expected principal payments, fair values represent liabilities.
|
|||||||||||||||||||||||||||||||
Fixed-rate debt
|
$
|
(388
|
)
|
|
$
|
(837
|
)
|
|
$
|
(358
|
)
|
|
$
|
(855
|
)
|
|
$
|
(1,107
|
)
|
|
$
|
(2,147
|
)
|
|
$
|
(5,692
|
)
|
|
$
|
(5,735
|
)
|
Average interest rate
|
|
|
|
|
|
|
|
|
|
|
|
|
3.34
|
%
|
|
|
|||||||||||||||
Floating-rate debt
|
$
|
(4
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(2,371
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(2,375
|
)
|
|
$
|
(2,375
|
)
|
Average interest rate
|
|
|
|
|
|
|
|
|
|
|
|
|
1.82
|
%
|
|
|
Item 8.
|
Financial Statements and Supplementary Data.
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Ernst & Young LLP
|
/s/ Ernst & Young LLP
|
|
December 31,
2017 |
|
December 31,
2016 |
|
December 31,
2015 |
||||||
REVENUES
|
|
|
|
|
|
||||||
Base management fees
(1)
|
$
|
1,102
|
|
|
$
|
806
|
|
|
$
|
698
|
|
Franchise fees
|
1,618
|
|
|
1,169
|
|
|
984
|
|
|||
Incentive management fees
(1)
|
607
|
|
|
425
|
|
|
319
|
|
|||
Owned, leased, and other revenue
(1)
|
1,802
|
|
|
1,126
|
|
|
855
|
|
|||
Cost reimbursements
(1)
|
17,765
|
|
|
13,546
|
|
|
11,630
|
|
|||
|
22,894
|
|
|
17,072
|
|
|
14,486
|
|
|||
OPERATING COSTS AND EXPENSES
|
|
|
|
|
|
||||||
Owned, leased, and other-direct
|
1,427
|
|
|
900
|
|
|
733
|
|
|||
Reimbursed costs
(1)
|
17,765
|
|
|
13,546
|
|
|
11,630
|
|
|||
Depreciation, amortization, and other
(1)
|
290
|
|
|
168
|
|
|
139
|
|
|||
General, administrative, and other
(1)
|
894
|
|
|
704
|
|
|
634
|
|
|||
Merger-related costs and charges
|
159
|
|
|
386
|
|
|
—
|
|
|||
|
20,535
|
|
|
15,704
|
|
|
13,136
|
|
|||
OPERATING INCOME
|
2,359
|
|
|
1,368
|
|
|
1,350
|
|
|||
Gains and other income, net
(1)
|
688
|
|
|
5
|
|
|
27
|
|
|||
Interest expense
|
(288
|
)
|
|
(234
|
)
|
|
(167
|
)
|
|||
Interest income
(1)
|
38
|
|
|
35
|
|
|
29
|
|
|||
Equity in earnings
(1)
|
39
|
|
|
10
|
|
|
16
|
|
|||
INCOME BEFORE INCOME TAXES
|
2,836
|
|
|
1,184
|
|
|
1,255
|
|
|||
Provision for income taxes
|
(1,464
|
)
|
|
(404
|
)
|
|
(396
|
)
|
|||
NET INCOME
|
$
|
1,372
|
|
|
$
|
780
|
|
|
$
|
859
|
|
EARNINGS PER SHARE
|
|
|
|
|
|
||||||
Earnings per share - basic
|
$
|
3.66
|
|
|
$
|
2.68
|
|
|
$
|
3.22
|
|
Earnings per share - diluted
|
$
|
3.61
|
|
|
$
|
2.64
|
|
|
$
|
3.15
|
|
(1)
|
See Footnote
19
“
Related Party Transactions
” for disclosure of related party amounts.
|
|
December 31,
2017 |
|
December 31,
2016 |
|
December 31,
2015 |
||||||
Net income
|
$
|
1,372
|
|
|
$
|
780
|
|
|
$
|
859
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
478
|
|
|
(311
|
)
|
|
(123
|
)
|
|||
Derivative instrument adjustments, net of tax
|
(14
|
)
|
|
1
|
|
|
10
|
|
|||
Unrealized (loss) gain on available-for-sale securities, net of tax
|
(2
|
)
|
|
2
|
|
|
(7
|
)
|
|||
Pension and postretirement adjustments, net of tax
|
7
|
|
|
5
|
|
|
—
|
|
|||
Reclassification of losses (gains), net of tax
|
11
|
|
|
2
|
|
|
(6
|
)
|
|||
Total other comprehensive income (loss), net of tax
|
480
|
|
|
(301
|
)
|
|
(126
|
)
|
|||
Comprehensive income
|
$
|
1,852
|
|
|
$
|
479
|
|
|
$
|
733
|
|
|
December 31,
2017 |
|
December 31,
2016 |
||||
ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and equivalents
|
$
|
383
|
|
|
$
|
858
|
|
Accounts and notes receivable, net
(1)
|
1,991
|
|
|
1,695
|
|
||
Prepaid expenses and other
(1)
|
224
|
|
|
230
|
|
||
Assets held for sale
|
149
|
|
|
588
|
|
||
|
2,747
|
|
|
3,371
|
|
||
Property and equipment, net
|
1,793
|
|
|
2,335
|
|
||
Intangible assets
|
|
|
|
||||
Brands
|
5,921
|
|
|
6,509
|
|
||
Contract acquisition costs and other
(1)
|
2,884
|
|
|
2,761
|
|
||
Goodwill
|
9,207
|
|
|
7,598
|
|
||
|
18,012
|
|
|
16,868
|
|
||
Equity and cost method investments
(1)
|
740
|
|
|
728
|
|
||
Notes receivable, net
|
142
|
|
|
245
|
|
||
Deferred tax assets
(1)
|
93
|
|
|
116
|
|
||
Other noncurrent assets
(1)
|
421
|
|
|
477
|
|
||
|
$
|
23,948
|
|
|
$
|
24,140
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Current portion of long-term debt
|
$
|
398
|
|
|
$
|
309
|
|
Accounts payable
(1)
|
780
|
|
|
687
|
|
||
Accrued payroll and benefits
|
1,227
|
|
|
1,174
|
|
||
Liability for guest loyalty programs
|
2,064
|
|
|
1,866
|
|
||
Accrued expenses and other
(1)
|
1,541
|
|
|
1,111
|
|
||
|
6,010
|
|
|
5,147
|
|
||
Long-term debt
|
7,840
|
|
|
8,197
|
|
||
Liability for guest loyalty programs
|
2,876
|
|
|
2,675
|
|
||
Deferred tax liabilities
(1)
|
604
|
|
|
1,020
|
|
||
Other noncurrent liabilities
(1)
|
2,887
|
|
|
1,744
|
|
||
Shareholders’ equity
|
|
|
|
||||
Class A Common Stock
|
5
|
|
|
5
|
|
||
Additional paid-in-capital
|
5,770
|
|
|
5,808
|
|
||
Retained earnings
|
7,391
|
|
|
6,501
|
|
||
Treasury stock, at cost
|
(9,418
|
)
|
|
(6,460
|
)
|
||
Accumulated other comprehensive loss
|
(17
|
)
|
|
(497
|
)
|
||
|
3,731
|
|
|
5,357
|
|
||
|
$
|
23,948
|
|
|
$
|
24,140
|
|
(1)
|
See Footnote
19
“
Related Party Transactions
” for disclosure of related party amounts.
|
|
December 31,
2017 |
|
December 31,
2016 |
|
December 31,
2015 |
||||||
OPERATING ACTIVITIES
|
|
|
|
|
|
||||||
Net income
|
$
|
1,372
|
|
|
$
|
780
|
|
|
$
|
859
|
|
Adjustments to reconcile to cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation, amortization, and other
|
290
|
|
|
168
|
|
|
139
|
|
|||
Share-based compensation
|
181
|
|
|
212
|
|
|
113
|
|
|||
Income taxes
|
828
|
|
|
76
|
|
|
143
|
|
|||
Liability for guest loyalty program
|
378
|
|
|
343
|
|
|
233
|
|
|||
Merger-related charges
|
(124
|
)
|
|
113
|
|
|
—
|
|
|||
Working capital changes
|
81
|
|
|
(77
|
)
|
|
(41
|
)
|
|||
(Gain) loss on asset dispositions
|
(687
|
)
|
|
1
|
|
|
(25
|
)
|
|||
Other
|
117
|
|
|
66
|
|
|
94
|
|
|||
Net cash provided by operating activities
|
2,436
|
|
|
1,682
|
|
|
1,515
|
|
|||
INVESTING ACTIVITIES
|
|
|
|
|
|
||||||
Acquisition of a business, net of cash acquired
|
—
|
|
|
(2,412
|
)
|
|
(137
|
)
|
|||
Capital expenditures
|
(240
|
)
|
|
(199
|
)
|
|
(305
|
)
|
|||
Dispositions
|
1,418
|
|
|
218
|
|
|
673
|
|
|||
Loan advances
|
(93
|
)
|
|
(32
|
)
|
|
(66
|
)
|
|||
Loan collections
|
187
|
|
|
67
|
|
|
92
|
|
|||
Contract acquisition costs
|
(189
|
)
|
|
(80
|
)
|
|
(121
|
)
|
|||
Redemption of debt security
|
—
|
|
|
—
|
|
|
121
|
|
|||
Other
|
(63
|
)
|
|
29
|
|
|
110
|
|
|||
Net cash provided by (used in) investing activities
|
1,020
|
|
|
(2,409
|
)
|
|
367
|
|
|||
FINANCING ACTIVITIES
|
|
|
|
|
|
||||||
Commercial paper/Credit Facility, net
|
25
|
|
|
1,365
|
|
|
(140
|
)
|
|||
Issuance of long-term debt
|
—
|
|
|
1,482
|
|
|
790
|
|
|||
Repayment of long-term debt
|
(310
|
)
|
|
(326
|
)
|
|
(325
|
)
|
|||
Issuance of Class A Common Stock
|
6
|
|
|
34
|
|
|
40
|
|
|||
Dividends paid
|
(482
|
)
|
|
(374
|
)
|
|
(253
|
)
|
|||
Purchase of treasury stock
|
(3,013
|
)
|
|
(568
|
)
|
|
(1,917
|
)
|
|||
Share-based compensation withholding taxes
|
(157
|
)
|
|
(100
|
)
|
|
(85
|
)
|
|||
Other
|
—
|
|
|
(24
|
)
|
|
—
|
|
|||
Net cash (used in) provided by financing activities
|
(3,931
|
)
|
|
1,489
|
|
|
(1,890
|
)
|
|||
(DECREASE) INCREASE IN CASH AND EQUIVALENTS
|
(475
|
)
|
|
762
|
|
|
(8
|
)
|
|||
CASH AND EQUIVALENTS, beginning of period
|
858
|
|
|
96
|
|
|
104
|
|
|||
CASH AND EQUIVALENTS, end of period
|
$
|
383
|
|
|
$
|
858
|
|
|
$
|
96
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Common
Shares
Outstanding
|
|
|
Total
|
|
Class A
Common
Stock
|
|
Additional
Paid-in-
Capital
|
|
Retained
Earnings
|
|
Treasury
Stock, at
Cost
|
|
Accumulated
Other
Comprehensive Loss
|
|||||||||||||
279.9
|
|
|
Balance at December 31, 2014
|
$
|
(2,200
|
)
|
|
$
|
5
|
|
|
$
|
2,802
|
|
|
$
|
4,286
|
|
|
$
|
(9,223
|
)
|
|
$
|
(70
|
)
|
—
|
|
|
Net income
|
859
|
|
|
—
|
|
|
—
|
|
|
859
|
|
|
—
|
|
|
—
|
|
||||||
—
|
|
|
Other comprehensive loss
|
(126
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(126
|
)
|
||||||
—
|
|
|
Dividends
|
(253
|
)
|
|
—
|
|
|
—
|
|
|
(253
|
)
|
|
—
|
|
|
—
|
|
||||||
2.1
|
|
|
Share-based compensation plans
|
70
|
|
|
—
|
|
|
19
|
|
|
(14
|
)
|
|
65
|
|
|
—
|
|
||||||
(25.7
|
)
|
|
Purchase of treasury stock
|
(1,940
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,940
|
)
|
|
—
|
|
||||||
256.3
|
|
|
Balance at December 31, 2015
|
(3,590
|
)
|
|
5
|
|
|
2,821
|
|
|
4,878
|
|
|
(11,098
|
)
|
|
(196
|
)
|
||||||
—
|
|
|
Net income
|
780
|
|
|
—
|
|
|
—
|
|
|
780
|
|
|
—
|
|
|
—
|
|
||||||
—
|
|
|
Other comprehensive loss
|
(301
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(301
|
)
|
||||||
—
|
|
|
Dividends
|
(374
|
)
|
|
—
|
|
|
—
|
|
|
(374
|
)
|
|
—
|
|
|
—
|
|
||||||
1.8
|
|
|
Share-based compensation plans
|
146
|
|
|
—
|
|
|
110
|
|
|
(21
|
)
|
|
57
|
|
|
—
|
|
||||||
(8.0
|
)
|
|
Purchase of treasury stock
|
(573
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(573
|
)
|
|
—
|
|
||||||
136.0
|
|
|
Starwood Combination
(1)
|
9,269
|
|
|
—
|
|
|
2,877
|
|
|
1,238
|
|
|
5,154
|
|
|
—
|
|
||||||
386.1
|
|
|
Balance at December 31, 2016
|
5,357
|
|
|
5
|
|
|
5,808
|
|
|
6,501
|
|
|
(6,460
|
)
|
|
(497
|
)
|
||||||
—
|
|
|
Net income
|
1,372
|
|
|
—
|
|
|
—
|
|
|
1,372
|
|
|
—
|
|
|
—
|
|
||||||
—
|
|
|
Other comprehensive income
|
480
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
480
|
|
||||||
—
|
|
|
Dividends
|
(482
|
)
|
|
—
|
|
|
—
|
|
|
(482
|
)
|
|
—
|
|
|
—
|
|
||||||
2.2
|
|
|
Share-based compensation plans
|
29
|
|
|
—
|
|
|
(38
|
)
|
|
—
|
|
|
67
|
|
|
—
|
|
||||||
(29.2
|
)
|
|
Purchase of treasury stock
|
(3,025
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,025
|
)
|
|
—
|
|
||||||
359.1
|
|
(2)
|
Balance at December 31, 2017
|
$
|
3,731
|
|
|
$
|
5
|
|
|
$
|
5,770
|
|
|
$
|
7,391
|
|
|
$
|
(9,418
|
)
|
|
$
|
(17
|
)
|
(1)
|
Represents Marriott common stock and equity-based awards issued in the Starwood Combination, which also resulted in the depletion of our accumulated historical losses on reissuances of treasury stock in Retained Earnings.
|
(2)
|
Our restated certificate of incorporation authorizes
800 million
shares of our common stock, with a par value of
$.01
per share and
10 million
shares of preferred stock, without par value. At year-end
2017
, we had
359.1 million
of these authorized shares of our common stock and
no
preferred stock outstanding.
|
•
|
We expect to recognize franchise application and relicensing fees over the term of the franchise contract rather than at hotel opening or relicensing.
|
•
|
We expect to present the amortization of contract acquisition costs we pay to owners, franchisees, and other customers as a reduction of revenue rather than including such costs in “
Depreciation, amortization, and other
” on our Income Statements.
|
•
|
We expect to capitalize fewer contract acquisition costs, as some of those costs will not meet the capitalization criteria once we adopt ASU 2014-09.
|
•
|
We expect to recognize the revenue for certain pre-opening services performed for hotels and some related direct costs over the term of the management or franchise contract rather than during the pre-opening period.
|
•
|
We expect to recognize incentive management fees throughout the year to the extent that we determine that it is probable that a significant reversal will not occur due to expected future hotel performance or cash flows. This will result in a different pattern of recognition for incentive management fees from quarter to quarter than under the current guidance, but we do not expect a material impact on the total incentive management fees we will recognize during a full fiscal year.
|
•
|
Under the new guidance, we will generally be considered an agent in the transaction when Loyalty Program awards are redeemed. As a result, we will only recognize revenue for the net amount of consideration to which we are entitled for arranging for the redemption award, rather than the gross amount. Under current guidance, we reflect the gross consideration received within the caption “Cost reimbursements” revenue and redemption expenses in the caption “Reimbursed costs.” We expect this change will reduce our “Cost reimbursements” revenue and “Reimbursed costs,” with no impact on our operating or net income. We are still determining other potential impacts to the presentation of our Loyalty Programs in our Income Statements and/or Balance Sheets.
|
•
|
We receive fees from our co-brand credit card agreements, a portion of which relates to branding fees that we record in “Franchise fees” in our Income Statements. The remainder of such fees relates to our Loyalty Programs and is recorded in “Cost reimbursements” revenue. We are finalizing the determination of standalone selling price for the identified performance obligations. We expect that the recognition of our co-brand credit card branding fees will remain largely unchanged, but we are still assessing the impact on our “Cost reimbursements” revenue related to the co-brand credit card agreements associated with our Loyalty Programs. The cumulative effect of recognizing the point redemption performance obligation associated with the Loyalty Programs and co-brand credit card agreements may result in an increase to the “Liability for guest loyalty programs.”
|
•
|
We expect to recognize temporary timing differences between costs we incur for centralized programs and services and the related reimbursement we receive from hotel owners and franchisees in our operating and net income so that “Cost reimbursements” in any one fiscal period may be higher or lower than “Reimbursed costs.” We operate these programs with the objective of breaking even, and under current guidance, we record any temporary timing differences on our Balance Sheets. We are still assessing the impact that this change will have on our operating and net income, but expect that over time the changes will have no net impact to our retained earnings.
|
•
|
We now record excess tax benefits (or deficiencies) as income tax benefit (or expense) in our Income Statements. Previously, we recorded excess tax benefits (deficiencies) in additional paid-in-capital in our Balance Sheets. As required, we prospectively applied this amendment in our Income Statements, which resulted in a benefit of
$72 million
to our provision for income taxes, approximately
$0.19
per diluted share, for the
year ended December 31, 2017
.
|
•
|
We now classify excess tax benefits (or deficiencies) along with other income taxes in operating activities in our Statements of Cash Flows. ASU 2016-09 allowed for this amendment to be applied either prospectively or retrospectively. For consistency with our application of ASU 2016-09 in our Income Statements, we applied this amendment prospectively in our Statements of Cash Flows. In 2017, cash from operating activities included
$72 million
from excess tax benefits. We classified excess tax benefits of
$32 million
for 2016 and
$34 million
for 2015 as financing inflows.
|
•
|
We now classify cash paid to taxing authorities when we withhold shares for employee tax-withholding purposes as a financing activity. As required, we retrospectively applied this amendment in our Statements of Cash Flows, and accordingly we reclassified cash outflows from operating activities to financing activities of
$100 million
for 2016 and
$85 million
for 2015.
|
($ in millions)
|
September 23, 2016 (as finalized)
|
||
Working capital
|
$
|
(236
|
)
|
Property and equipment, including assets held for sale
|
1,706
|
|
|
Identified intangible assets
|
7,238
|
|
|
Equity and cost method investments
|
537
|
|
|
Other noncurrent assets
|
200
|
|
|
Deferred income taxes, net
|
(1,464
|
)
|
|
Guest loyalty program
|
(1,638
|
)
|
|
Debt
|
(1,877
|
)
|
|
Other noncurrent liabilities
|
(977
|
)
|
|
Net assets acquired
|
3,489
|
|
|
Goodwill
(1)
|
8,192
|
|
|
|
$
|
11,681
|
|
(1)
|
Goodwill primarily represents the value that we expect to obtain from synergies and growth opportunities from our combined operations, and it is not deductible for tax purposes. See Footnote
13
“
Intangible Assets and Goodwill
” for changes in our assignment of goodwill by reportable segment.
|
|
|
Estimated Fair Value
(in millions) |
|
Estimated Useful Life
(in years) |
||
Brands
|
|
$
|
5,664
|
|
|
indefinite
|
Management Agreements and Lease Contract Intangibles
|
|
751
|
|
|
10 - 25
|
|
Franchise Agreements
|
|
746
|
|
|
10 - 80
|
|
Loyalty Program Marketing Rights
|
|
77
|
|
|
30
|
|
|
|
$
|
7,238
|
|
|
|
•
|
In the 2018 first quarter, we sold The Sheraton Buenos Aires Hotel & Convention Center and Park Tower, A Luxury Collection Hotel, Buenos Aires, both Caribbean and Latin America properties, and received
$105 million
in cash.
|
•
|
In the 2017 fourth quarter, we sold the Sheraton Centre Toronto Hotel, a
North American Full-Service
property that was owned on a long-term ground lease, and received C
$335 million
(
$268 million
) in cash.
|
•
|
In the 2017 first quarter, we sold the Westin Maui, a
North American Full-Service
property that was owned on a long-term ground lease, and received
$306 million
in cash.
|
•
|
In the 2016 fourth quarter, we sold The St. Regis San Francisco, a
North American Full-Service
property, and received
$165 million
in cash.
|
($ in millions)
|
2017
|
|
2016
|
|
2015
|
||||||
Merger-related costs and charges
|
|
|
|
|
|
||||||
Transaction costs
|
$
|
17
|
|
|
$
|
53
|
|
|
$
|
—
|
|
Employee termination costs
|
11
|
|
|
241
|
|
|
—
|
|
|||
Integration costs
|
131
|
|
|
92
|
|
|
—
|
|
|||
|
159
|
|
|
386
|
|
|
—
|
|
|||
Interest expense
|
—
|
|
|
22
|
|
|
—
|
|
|||
|
$
|
159
|
|
|
$
|
408
|
|
|
$
|
—
|
|
($ in millions)
|
Liability for employee termination costs
|
||
Balance at year-end 2016
|
$
|
192
|
|
Charges
|
8
|
|
|
Cash payments
|
(120
|
)
|
|
Adjustments
(1)
|
(13
|
)
|
|
Balance at year-end 2017, classified in “Accrued expenses and other”
|
$
|
67
|
|
(1)
|
Adjustments primarily reflect the reversal of charges for certain employees who accepted other positions at the Company or resigned and the impact of cumulative translation adjustments.
|
(in millions, except per share amounts)
|
2017
|
|
2016
|
|
2015
|
||||||
Computation of Basic Earnings Per Share
|
|
|
|
|
|
||||||
Net income
|
$
|
1,372
|
|
|
$
|
780
|
|
|
$
|
859
|
|
Shares for basic earnings per share
|
375.2
|
|
|
290.9
|
|
|
267.3
|
|
|||
Basic earnings per share
|
$
|
3.66
|
|
|
$
|
2.68
|
|
|
$
|
3.22
|
|
Computation of Diluted Earnings Per Share
|
|
|
|
|
|
||||||
Net income
|
$
|
1,372
|
|
|
$
|
780
|
|
|
$
|
859
|
|
Shares for basic earnings per share
|
375.2
|
|
|
290.9
|
|
|
267.3
|
|
|||
Effect of dilutive securities
|
|
|
|
|
|
||||||
Share-based compensation
|
4.7
|
|
|
4.8
|
|
|
5.5
|
|
|||
Shares for diluted earnings per share
|
379.9
|
|
|
295.7
|
|
|
272.8
|
|
|||
Diluted earnings per share
|
$
|
3.61
|
|
|
$
|
2.64
|
|
|
$
|
3.15
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Share-based compensation expense (in millions)
|
$
|
172
|
|
|
$
|
204
|
|
|
$
|
103
|
|
Weighted average grant-date fair value (per RSU)
|
$
|
85
|
|
|
$
|
66
|
|
|
$
|
78
|
|
Aggregate intrinsic value of distributed RSUs (in millions)
|
$
|
322
|
|
|
$
|
190
|
|
|
$
|
195
|
|
|
Number of RSUs
(in millions)
|
|
Weighted Average
Grant-Date
Fair Value
(per RSU)
|
|||
Outstanding at year-end 2016
|
7.4
|
|
|
$
|
61
|
|
Granted
(1)
|
1.9
|
|
|
85
|
|
|
Distributed
|
(3.5
|
)
|
|
59
|
|
|
Forfeited
|
(0.2
|
)
|
|
72
|
|
|
Outstanding at year-end 2017
|
5.6
|
|
|
$
|
71
|
|
(1)
|
Includes
0.2 million
PSUs.
|
|
Number of SARs
(in millions)
|
|
Weighted Average
Exercise Price
|
|||
Outstanding at year-end 2016
|
4.6
|
|
|
$
|
40
|
|
Granted
|
0.3
|
|
|
88
|
|
|
Exercised
|
(1.2
|
)
|
|
33
|
|
|
Outstanding at year-end 2017
|
3.7
|
|
|
$
|
47
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Employee SARs
|
|
|
|
|
|
||||||
Employee SARs granted (in millions)
|
0.3
|
|
|
0.4
|
|
|
0.3
|
|
|||
Weighted average exercise price (per SAR)
|
$
|
88
|
|
|
$
|
67
|
|
|
$
|
83
|
|
Weighted average grant-date fair value (per SAR)
|
$
|
30
|
|
|
$
|
22
|
|
|
$
|
26
|
|
Director SARs
|
|
|
|
|
|
||||||
Director SARs granted
|
—
|
|
|
3,507
|
|
|
2,773
|
|
|||
Weighted average exercise price (per SAR)
|
$
|
—
|
|
|
$
|
69
|
|
|
$
|
80
|
|
Weighted average grant-date fair value (per SAR)
|
$
|
—
|
|
|
$
|
23
|
|
|
$
|
29
|
|
|
2017
|
|
2016
|
|
2015
|
|||
Expected volatility
|
30.9
|
%
|
|
30.4
|
%
|
|
29.9
|
%
|
Dividend yield
|
1.3
|
%
|
|
1.3
|
%
|
|
1.0
|
%
|
Risk-free rate
|
2.4
|
%
|
|
1.7 - 2.4%
|
|
|
1.9 - 2.3%
|
|
Expected term (in years)
|
8
|
|
|
8 - 10
|
|
|
6 - 10
|
|
($ in millions)
|
2017
|
|
2016
|
|
2015
|
||||||
U.S.
|
$
|
1,983
|
|
|
$
|
813
|
|
|
$
|
896
|
|
Non-U.S.
|
853
|
|
|
371
|
|
|
359
|
|
|||
|
$
|
2,836
|
|
|
$
|
1,184
|
|
|
$
|
1,255
|
|
($ in millions)
|
2017
|
|
2016
|
|
2015
|
|||||||
Current
|
-U.S. Federal
|
$
|
(1,253
|
)
|
|
$
|
(203
|
)
|
|
$
|
(167
|
)
|
|
-U.S. State
|
(152
|
)
|
|
(41
|
)
|
|
(40
|
)
|
|||
|
-Non-U.S.
|
(178
|
)
|
|
(56
|
)
|
|
(50
|
)
|
|||
|
|
(1,583
|
)
|
|
(300
|
)
|
|
(257
|
)
|
|||
|
|
|
|
|
|
|
||||||
Deferred
|
-U.S. Federal
|
107
|
|
|
(61
|
)
|
|
(131
|
)
|
|||
|
-U.S. State
|
(26
|
)
|
|
(14
|
)
|
|
(7
|
)
|
|||
|
-Non-U.S.
|
38
|
|
|
(29
|
)
|
|
(1
|
)
|
|||
|
|
119
|
|
|
(104
|
)
|
|
(139
|
)
|
|||
|
|
$
|
(1,464
|
)
|
|
$
|
(404
|
)
|
|
$
|
(396
|
)
|
($ in millions)
|
Amount
|
||
Unrecognized tax benefit at beginning of 2015
|
$
|
10
|
|
Change attributable to tax positions taken during the current period
|
15
|
|
|
Decrease attributable to settlements with taxing authorities
|
—
|
|
|
Decrease attributable to lapse of statute of limitations
|
(1
|
)
|
|
Unrecognized tax benefit at year-end 2015
|
24
|
|
|
Additions from Starwood Combination
|
387
|
|
|
Change attributable to tax positions taken in prior years
|
(3
|
)
|
|
Change attributable to tax positions taken during the current period
|
16
|
|
|
Decrease attributable to settlements with taxing authorities
|
(2
|
)
|
|
Decrease attributable to lapse of statute of limitations
|
(1
|
)
|
|
Unrecognized tax benefit at year-end 2016
|
421
|
|
|
Change attributable to tax positions taken in prior years
|
12
|
|
|
Change attributable to tax positions taken during the current period
|
87
|
|
|
Decrease attributable to settlements with taxing authorities
|
(28
|
)
|
|
Decrease attributable to lapse of statute of limitations
|
(1
|
)
|
|
Unrecognized tax benefit at year-end 2017
|
$
|
491
|
|
($ in millions)
|
At Year-End 2017
|
|
At Year-End 2016
|
||||
Deferred Tax Assets
|
|
|
|
||||
Employee benefits
|
$
|
274
|
|
|
$
|
430
|
|
Net operating loss carry-forwards
|
375
|
|
|
320
|
|
||
Accrued expenses and other reserves
|
145
|
|
|
204
|
|
||
Receivables, net
|
29
|
|
|
134
|
|
||
Tax credits
|
27
|
|
|
79
|
|
||
Frequent guest program
|
12
|
|
|
42
|
|
||
Deferred income
|
14
|
|
|
20
|
|
||
Self-insurance
|
12
|
|
|
15
|
|
||
Other
|
—
|
|
|
32
|
|
||
Deferred tax assets
|
888
|
|
|
1,276
|
|
||
Valuation allowance
|
(313
|
)
|
|
(249
|
)
|
||
Deferred tax assets after valuation allowance
|
575
|
|
|
1,027
|
|
||
Deferred Tax Liabilities
|
|
|
|
||||
Joint venture interests
|
(43
|
)
|
|
(8
|
)
|
||
Property and equipment
|
(47
|
)
|
|
(199
|
)
|
||
Intangibles
|
(963
|
)
|
|
(1,724
|
)
|
||
Other
|
(33
|
)
|
|
—
|
|
||
Deferred tax liabilities
|
(1,086
|
)
|
|
(1,931
|
)
|
||
Net deferred taxes
|
$
|
(511
|
)
|
|
$
|
(904
|
)
|
|
2017
|
|
2016
|
|
2015
|
|||
U.S. statutory tax rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
U.S. state income taxes, net of U.S. federal tax benefit
|
3.1
|
|
|
2.9
|
|
|
2.9
|
|
Non-U.S. income
|
(7.8
|
)
|
|
(6.8
|
)
|
|
(5.2
|
)
|
Change in valuation allowance
|
2.1
|
|
|
0.3
|
|
|
1.2
|
|
Change in uncertain tax positions
|
2.3
|
|
|
1.5
|
|
|
0.4
|
|
Change in U.S. tax rate
|
(5.6
|
)
|
|
0.0
|
|
|
0.0
|
|
Transition Tax on foreign earnings
|
23.9
|
|
|
0.0
|
|
|
0.0
|
|
Excess tax benefits related to equity awards
|
(2.5
|
)
|
|
0.0
|
|
|
0.0
|
|
Other, net
|
1.1
|
|
|
1.2
|
|
|
(2.8
|
)
|
Effective rate
|
51.6
|
%
|
|
34.1
|
%
|
|
31.5
|
%
|
($ in millions)
Guarantee Type
|
Maximum Potential
Amount
of Future Fundings
|
|
Recorded Liability for
Guarantees
|
||||
Debt service
|
$
|
130
|
|
|
$
|
18
|
|
Operating profit
|
237
|
|
|
110
|
|
||
Other
|
10
|
|
|
2
|
|
||
|
$
|
377
|
|
|
$
|
130
|
|
•
|
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
four years
at a price based on the performance of the ventures. In conjunction with this contingent obligation, we advanced
$20 million
(
€15 million
) in deposits,
$13 million
(
€11 million
) of which are remaining. The amounts on deposit are refundable to the extent that we do not acquire our joint venture partner’s remaining interests.
|
•
|
A commitment to invest
$25 million
of equity for a non-controlling interest in a joint venture that plans to develop a North American Full-Service hotel, which we expect to fund in 2018.
|
•
|
A commitment to invest up to
$10 million
of equity for a non-controlling interest in a partnership that evaluates investment opportunities in travel-related emerging technology companies, which we expect to fund in 2018.
|
•
|
Various loan commitments totaling
$26 million
, of which we expect to fund
$15 million
in
2018
and
$10 million
thereafter. We do not expect to fund the remaining commitment.
|
•
|
Various commitments to purchase information technology hardware, software, accounting, finance, and maintenance services in the normal course of business, primarily for programs and services for which we are reimbursed by third-party owners, totaling
$366 million
. We expect to purchase goods and services subject to these commitments as follows:
$188 million
in
2018
,
$125 million
in
2019
,
$49 million
in
2020
, and
$4 million
thereafter.
|
•
|
Several commitments aggregating
$49 million
, which we do not expect to fund.
|
($ in millions)
|
Operating Leases
|
|
Capital Leases
|
||||
2018
|
$
|
187
|
|
|
$
|
13
|
|
2019
|
187
|
|
|
14
|
|
||
2020
|
167
|
|
|
14
|
|
||
2021
|
143
|
|
|
13
|
|
||
2022
|
154
|
|
|
14
|
|
||
Thereafter
|
1,454
|
|
|
178
|
|
||
Total minimum lease payments where we are the primary obligor
|
$
|
2,292
|
|
|
$
|
246
|
|
Less: Amount representing interest
|
|
|
75
|
|
|||
Present value of minimum lease payments
|
|
|
$
|
171
|
|
($ in millions)
|
2017
|
|
2016
|
|
2015
|
||||||
Minimum rentals
|
$
|
194
|
|
|
$
|
150
|
|
|
$
|
138
|
|
Additional rentals
|
85
|
|
|
67
|
|
|
65
|
|
|||
|
$
|
279
|
|
|
$
|
217
|
|
|
$
|
203
|
|
($ in millions)
|
2017
|
|
2016
|
||||
Balance at beginning of year
|
$
|
522
|
|
|
$
|
416
|
|
Less: Reinsurance recoverable
|
(3
|
)
|
|
(3
|
)
|
||
Net balance at beginning of year
|
519
|
|
|
413
|
|
||
Assumed in the Starwood Combination
|
—
|
|
|
91
|
|
||
Incurred related to:
|
|
|
|
||||
Current year
|
163
|
|
|
140
|
|
||
Prior years
|
(46
|
)
|
|
(20
|
)
|
||
Total incurred
|
117
|
|
|
120
|
|
||
Paid related to:
|
|
|
|
||||
Current year
|
(30
|
)
|
|
(26
|
)
|
||
Prior years
|
(74
|
)
|
|
(79
|
)
|
||
Total paid
|
(104
|
)
|
|
(105
|
)
|
||
Net balance at end of year
|
532
|
|
|
519
|
|
||
Add: Reinsurance recoverable
|
3
|
|
|
3
|
|
||
Balance at end of year
|
$
|
535
|
|
|
$
|
522
|
|
|
|
|
|
||||
Current portion classified in “Accrued expenses and other”
|
$
|
146
|
|
|
$
|
142
|
|
Noncurrent portion classified in “Other noncurrent liabilities”
|
389
|
|
|
380
|
|
||
|
$
|
535
|
|
|
$
|
522
|
|
11
.
|
LONG-TERM DEBT
|
($ in millions)
|
At Year-End 2017
|
|
At Year-End 2016
|
||||
Senior Notes:
|
|
|
|
||||
Series I Notes, interest rate of 6.4%, face amount of $293, matured June 15, 2017
(effective interest rate of 6.5%) |
$
|
—
|
|
|
$
|
293
|
|
Series K Notes, interest rate of 3.0%, face amount of $600, maturing March 1, 2019
(effective interest rate of 4.4%) |
598
|
|
|
597
|
|
||
Series L Notes, interest rate of 3.3%, face amount of $350, maturing September 15, 2022
(effective interest rate of 3.4%) |
348
|
|
|
348
|
|
||
Series M Notes, interest rate of 3.4%, face amount of $350, maturing October 15, 2020
(effective interest rate of 3.6%) |
348
|
|
|
347
|
|
||
Series N Notes, interest rate of 3.1%, face amount of $400, maturing October 15, 2021
(effective interest rate of 3.4%) |
397
|
|
|
396
|
|
||
Series O Notes, interest rate of 2.9%, face amount of $450, maturing March 1, 2021
(effective interest rate of 3.1%) |
447
|
|
|
446
|
|
||
Series P Notes, interest rate of 3.8%, face amount of $350, maturing October 1, 2025
(effective interest rate of 4.0%) |
345
|
|
|
344
|
|
||
Series Q Notes, interest rate of 2.3%, face amount of $750, maturing January 15, 2022
(effective interest rate of 2.5%) |
744
|
|
|
742
|
|
||
Series R Notes, interest rate of 3.1%, face amount of $750, maturing June 15, 2026
(effective interest rate of 3.3%) |
743
|
|
|
742
|
|
||
Series S Notes, interest rate of 6.8%, face amount of $324, maturing May 15, 2018
(effective interest rate of 1.7%) |
330
|
|
|
346
|
|
||
Series T Notes, interest rate of 7.2%, face amount of $181, maturing December 1, 2019
(effective interest rate of 2.3%) |
197
|
|
|
206
|
|
||
Series U Notes, interest rate of 3.1%, face amount of $291, maturing February 15, 2023
(effective interest rate of 3.1%) |
291
|
|
|
291
|
|
||
Series V Notes, interest rate of 3.8%, face amount of $318, maturing March 15, 2025
(effective interest rate of 2.8%) |
337
|
|
|
340
|
|
||
Series W Notes, interest rate of 4.5%, face amount of $278, maturing October 1, 2034
(effective interest rate of 4.1%) |
292
|
|
|
293
|
|
||
Commercial paper
|
2,371
|
|
|
2,311
|
|
||
Credit Facility
|
—
|
|
|
—
|
|
||
Capital lease obligations
|
171
|
|
|
173
|
|
||
Other
|
279
|
|
|
291
|
|
||
|
$
|
8,238
|
|
|
$
|
8,506
|
|
Less: Current portion of long-term debt
|
(398
|
)
|
|
(309
|
)
|
||
|
$
|
7,840
|
|
|
$
|
8,197
|
|
|
Domestic Pension Benefits
|
|
Foreign Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||||||||
($ in millions)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||
Plan Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Beginning fair value of plan assets
(1)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
262
|
|
|
$
|
278
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual return on plan assets, net of expenses
|
—
|
|
|
—
|
|
|
29
|
|
|
(10
|
)
|
|
—
|
|
|
—
|
|
||||||
Employer contribution
|
2
|
|
|
1
|
|
|
2
|
|
|
2
|
|
|
1
|
|
|
—
|
|
||||||
Effect of foreign exchange rates
|
—
|
|
|
—
|
|
|
10
|
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
||||||
Benefits paid
|
(2
|
)
|
|
(1
|
)
|
|
(9
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|
—
|
|
||||||
Ending fair value of plan assets
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
294
|
|
|
$
|
262
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accumulated Benefit Obligations
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Beginning benefit obligations
(1)
|
$
|
21
|
|
|
$
|
23
|
|
|
$
|
229
|
|
|
$
|
251
|
|
|
$
|
15
|
|
|
$
|
16
|
|
Interest cost
|
1
|
|
|
—
|
|
|
8
|
|
|
2
|
|
|
—
|
|
|
—
|
|
||||||
Actuarial loss (gain)
|
1
|
|
|
(1
|
)
|
|
10
|
|
|
(17
|
)
|
|
—
|
|
|
(1
|
)
|
||||||
Effect of foreign exchange rates
|
—
|
|
|
—
|
|
|
8
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
||||||
Benefits paid
|
(2
|
)
|
|
(1
|
)
|
|
(9
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|
—
|
|
||||||
Ending accumulated benefit obligations
|
$
|
21
|
|
|
$
|
21
|
|
|
$
|
246
|
|
|
$
|
229
|
|
|
$
|
14
|
|
|
$
|
15
|
|
Funded Status
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Overfunded (underfunded) at year-end
|
$
|
(21
|
)
|
|
$
|
(21
|
)
|
|
$
|
48
|
|
|
$
|
33
|
|
|
$
|
(14
|
)
|
|
$
|
(15
|
)
|
(1)
|
Beginning balances in 2016 represent assets acquired and liabilities assumed on the Merger Date.
|
($ in millions)
|
At Year-End 2017
|
|
At Year-End 2016
|
||||
Other noncurrent assets
|
$
|
56
|
|
|
$
|
40
|
|
Accrued expenses and other
|
(3
|
)
|
|
(3
|
)
|
||
Other noncurrent liabilities
|
(40
|
)
|
|
(40
|
)
|
||
|
$
|
13
|
|
|
$
|
(3
|
)
|
|
Domestic Pension Benefits
|
|
Foreign Pension Benefits
|
||||||||||||
($ in millions)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Projected benefit obligation
|
$
|
21
|
|
|
$
|
21
|
|
|
$
|
8
|
|
|
$
|
7
|
|
Accumulated benefit obligation
|
21
|
|
|
21
|
|
|
7
|
|
|
7
|
|
||||
Fair value of plan assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Domestic Pension Benefits
|
|
Foreign Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||
Discount rate
|
3.50
|
%
|
|
3.75
|
%
|
|
3.30
|
%
|
|
3.54
|
%
|
|
3.50
|
%
|
|
3.74
|
%
|
Rate of compensation increase
(1)
|
n/a
|
|
|
n/a
|
|
|
3.02
|
%
|
|
3.02
|
%
|
|
n/a
|
|
|
n/a
|
|
(1)
|
Rate of compensation increase is not applicable to domestic pension benefits as all domestic plans are frozen and do not accrue additional benefits, or to other postretirement benefits as it is not an input in the benefit obligation determination.
|
|
At Year-End 2017
|
|
At Year-End 2016
|
||||||||||||||||||||||||||||
($ in millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Mutual funds
|
$
|
86
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
86
|
|
|
$
|
79
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
79
|
|
Collective trusts
|
—
|
|
|
1
|
|
|
101
|
|
|
102
|
|
|
—
|
|
|
1
|
|
|
93
|
|
|
94
|
|
||||||||
Equity index trusts
|
94
|
|
|
—
|
|
|
—
|
|
|
94
|
|
|
77
|
|
|
—
|
|
|
—
|
|
|
77
|
|
||||||||
Money markets
|
1
|
|
|
9
|
|
|
—
|
|
|
10
|
|
|
1
|
|
|
9
|
|
|
—
|
|
|
10
|
|
||||||||
Bond index funds
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||||||
|
$
|
181
|
|
|
$
|
12
|
|
|
$
|
101
|
|
|
$
|
294
|
|
|
$
|
157
|
|
|
$
|
12
|
|
|
$
|
93
|
|
|
$
|
262
|
|
($ in millions)
|
Domestic
Pension Benefits
|
|
Foreign
Pension Benefits
|
|
Other Postretirement
Benefits
|
|
Total
|
||||||||
2018
|
$
|
2
|
|
|
$
|
17
|
|
|
$
|
1
|
|
|
$
|
20
|
|
2019
|
2
|
|
|
10
|
|
|
1
|
|
|
13
|
|
||||
2020
|
2
|
|
|
10
|
|
|
1
|
|
|
13
|
|
||||
2021
|
2
|
|
|
11
|
|
|
1
|
|
|
14
|
|
||||
2022
|
2
|
|
|
11
|
|
|
1
|
|
|
14
|
|
||||
2023-2027
|
7
|
|
|
59
|
|
|
5
|
|
|
71
|
|
($ in millions)
|
At Year-End 2017
|
|
At Year-End 2016
|
||||
Definite-lived Intangible Assets
|
|
|
|
||||
Contract acquisition costs and other
|
$
|
3,530
|
|
|
$
|
3,276
|
|
Accumulated amortization
|
(579
|
)
|
|
(447
|
)
|
||
|
2,951
|
|
|
2,829
|
|
||
Indefinite-lived Intangible Brand Assets
|
5,854
|
|
|
6,441
|
|
||
|
$
|
8,805
|
|
|
$
|
9,270
|
|
($ in millions)
|
North American Full-Service
|
|
North American Limited-Service
|
|
Asia Pacific
|
|
Other International
|
|
Total
Goodwill
|
||||||||||
Year-end 2016 balance:
|
|
|
|
|
|
|
|
|
|
||||||||||
Goodwill
|
$
|
2,905
|
|
|
$
|
1,558
|
|
|
$
|
1,572
|
|
|
$
|
1,617
|
|
|
$
|
7,652
|
|
Accumulated impairment losses
|
—
|
|
|
(54
|
)
|
|
—
|
|
|
—
|
|
|
(54
|
)
|
|||||
|
2,905
|
|
|
1,504
|
|
|
1,572
|
|
|
1,617
|
|
|
7,598
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjustments
(1)
|
$
|
664
|
|
|
$
|
255
|
|
|
$
|
276
|
|
|
$
|
223
|
|
|
$
|
1,418
|
|
Foreign currency translation
|
16
|
|
|
10
|
|
|
80
|
|
|
85
|
|
|
191
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Year-end 2017 balance:
|
|
|
|
|
|
|
|
|
|
||||||||||
Goodwill
|
$
|
3,585
|
|
|
$
|
1,823
|
|
|
$
|
1,928
|
|
|
$
|
1,925
|
|
|
$
|
9,261
|
|
Accumulated impairment losses
|
—
|
|
|
(54
|
)
|
|
—
|
|
|
—
|
|
|
(54
|
)
|
|||||
|
$
|
3,585
|
|
|
$
|
1,769
|
|
|
$
|
1,928
|
|
|
$
|
1,925
|
|
|
$
|
9,207
|
|
(1)
|
The table reflects adjustments to our goodwill from the Starwood Combination during the measurement period.
|
($ in millions)
|
At Year-End 2017
|
|
At Year-End 2016
|
||||
Land
|
$
|
601
|
|
|
$
|
654
|
|
Buildings and leasehold improvements
|
1,052
|
|
|
1,352
|
|
||
Furniture and equipment
|
1,121
|
|
|
1,159
|
|
||
Construction in progress
|
116
|
|
|
155
|
|
||
|
2,890
|
|
|
3,320
|
|
||
Accumulated depreciation
|
(1,097
|
)
|
|
(985
|
)
|
||
|
$
|
1,793
|
|
|
$
|
2,335
|
|
($ in millions)
|
At Year-End 2017
|
|
At Year-End 2016
|
||||
Senior, mezzanine, and other loans
|
$
|
149
|
|
|
$
|
248
|
|
Less: Current portion
|
(7
|
)
|
|
(3
|
)
|
||
|
$
|
142
|
|
|
$
|
245
|
|
|
At Year-End 2017
|
|
At Year-End 2016
|
||||||||||||
($ in millions)
|
Carrying
Amount
|
|
Fair Value
|
|
Carrying
Amount
|
|
Fair Value
|
||||||||
Senior, mezzanine, and other loans
|
$
|
142
|
|
|
$
|
130
|
|
|
$
|
245
|
|
|
$
|
231
|
|
Total noncurrent financial assets
|
$
|
142
|
|
|
$
|
130
|
|
|
$
|
245
|
|
|
$
|
231
|
|
|
|
|
|
|
|
|
|
||||||||
Senior Notes
|
$
|
(5,087
|
)
|
|
$
|
(5,126
|
)
|
|
$
|
(5,438
|
)
|
|
$
|
(5,394
|
)
|
Commercial paper
|
(2,371
|
)
|
|
(2,371
|
)
|
|
(2,311
|
)
|
|
(2,311
|
)
|
||||
Other long-term debt
|
(217
|
)
|
|
(221
|
)
|
|
(280
|
)
|
|
(284
|
)
|
||||
Other noncurrent liabilities
|
(178
|
)
|
|
(178
|
)
|
|
(59
|
)
|
|
(59
|
)
|
||||
Total noncurrent financial liabilities
|
$
|
(7,853
|
)
|
|
$
|
(7,896
|
)
|
|
$
|
(8,088
|
)
|
|
$
|
(8,048
|
)
|
($ in millions)
|
Foreign Currency Translation Adjustments
|
|
Derivative Instrument Adjustments
|
|
Available-For-Sale Securities Unrealized Adjustments
|
|
Pension and Postretirement Adjustments
|
|
Accumulated Other Comprehensive Loss
|
||||||||||
Balance at year-end 2014
|
$
|
(72
|
)
|
|
$
|
(9
|
)
|
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
(70
|
)
|
Other comprehensive (loss) income before reclassifications
(1)
|
(123
|
)
|
|
10
|
|
|
(7
|
)
|
|
—
|
|
|
(120
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive loss
|
3
|
|
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|||||
Net other comprehensive (loss) income
|
(120
|
)
|
|
1
|
|
|
(7
|
)
|
|
—
|
|
|
(126
|
)
|
|||||
Balance at year-end 2015
|
$
|
(192
|
)
|
|
$
|
(8
|
)
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
(196
|
)
|
Other comprehensive (loss) income before reclassifications
(1)
|
(311
|
)
|
|
1
|
|
|
2
|
|
|
5
|
|
|
(303
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||
Net other comprehensive (loss) income
|
(311
|
)
|
|
3
|
|
|
2
|
|
|
5
|
|
|
(301
|
)
|
|||||
Balance at year-end 2016
|
$
|
(503
|
)
|
|
$
|
(5
|
)
|
|
$
|
6
|
|
|
$
|
5
|
|
|
$
|
(497
|
)
|
Other comprehensive income (loss) before reclassifications
(1)
|
478
|
|
|
(14
|
)
|
|
(2
|
)
|
|
7
|
|
|
469
|
|
|||||
Amounts reclassified from accumulated other comprehensive loss
|
2
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|||||
Net other comprehensive income (loss)
|
480
|
|
|
(5
|
)
|
|
(2
|
)
|
|
7
|
|
|
480
|
|
|||||
Balance at year-end 2017
|
$
|
(23
|
)
|
|
$
|
(10
|
)
|
|
$
|
4
|
|
|
$
|
12
|
|
|
$
|
(17
|
)
|
(1)
|
Other comprehensive income (loss) before reclassifications for foreign currency translation adjustments includes (losses) gains on intra-entity foreign currency transactions that are of a long-term investment nature of
$(147) million
for
2017
,
$69 million
for
2016
, and
$48 million
for
2015
.
|
•
|
North American Full-Service
, which includes our
Luxury
and
Premium
brands located in the U.S. and Canada;
|
•
|
North American Limited-Service
, which includes our
Select
brands located in the U.S. and Canada; and
|
•
|
Asia Pacific
, which includes all brand tiers in our Asia Pacific region.
|
($ in millions)
|
2017
|
|
2016
|
|
2015
|
||||||
North American Full-Service
|
$
|
14,300
|
|
|
$
|
10,376
|
|
|
$
|
8,825
|
|
North American Limited-Service
|
4,002
|
|
|
3,561
|
|
|
3,193
|
|
|||
Asia Pacific
|
1,344
|
|
|
761
|
|
|
516
|
|
|||
Other International
|
2,658
|
|
|
1,875
|
|
|
1,684
|
|
|||
Unallocated corporate
|
590
|
|
|
499
|
|
|
268
|
|
|||
Total consolidated revenues
|
$
|
22,894
|
|
|
$
|
17,072
|
|
|
$
|
14,486
|
|
($ in millions)
|
2017
|
|
2016
|
|
2015
|
||||||
North American Full-Service
|
$
|
1,182
|
|
|
$
|
777
|
|
|
$
|
561
|
|
North American Limited-Service
|
816
|
|
|
698
|
|
|
651
|
|
|||
Asia Pacific
|
345
|
|
|
176
|
|
|
98
|
|
|||
Other International
|
386
|
|
|
231
|
|
|
194
|
|
|||
Unallocated corporate
|
357
|
|
|
(499
|
)
|
|
(111
|
)
|
|||
Interest expense, net of interest income
|
(250
|
)
|
|
(199
|
)
|
|
(138
|
)
|
|||
Income taxes
|
(1,464
|
)
|
|
(404
|
)
|
|
(396
|
)
|
|||
Net income
|
$
|
1,372
|
|
|
$
|
780
|
|
|
$
|
859
|
|
($ in millions)
|
2017
|
|
2016
|
|
2015
|
||||||
North American Full-Service
|
$
|
111
|
|
|
$
|
67
|
|
|
$
|
55
|
|
North American Limited-Service
|
26
|
|
|
23
|
|
|
21
|
|
|||
Asia Pacific
|
36
|
|
|
12
|
|
|
5
|
|
|||
Other International
|
87
|
|
|
45
|
|
|
35
|
|
|||
Unallocated corporate
|
30
|
|
|
21
|
|
|
23
|
|
|||
|
$
|
290
|
|
|
$
|
168
|
|
|
$
|
139
|
|
($ in millions)
|
2017
|
|
2016
|
|
2015
|
||||||
North American Full-Service
|
$
|
21
|
|
|
$
|
35
|
|
|
$
|
120
|
|
North American Limited-Service
|
10
|
|
|
7
|
|
|
7
|
|
|||
Asia Pacific
|
12
|
|
|
1
|
|
|
11
|
|
|||
Other International
|
42
|
|
|
38
|
|
|
75
|
|
|||
Unallocated corporate
|
155
|
|
|
118
|
|
|
92
|
|
|||
|
$
|
240
|
|
|
$
|
199
|
|
|
$
|
305
|
|
($ in millions)
|
2017
|
|
2016
|
|
2015
|
||||||
Base management fees
|
$
|
28
|
|
|
$
|
18
|
|
|
$
|
15
|
|
Incentive management fees
|
15
|
|
|
10
|
|
|
3
|
|
|||
Owned, leased, and other revenue
|
2
|
|
|
—
|
|
|
1
|
|
|||
Cost reimbursements
|
360
|
|
|
193
|
|
|
197
|
|
|||
Total revenue
|
$
|
405
|
|
|
$
|
221
|
|
|
$
|
216
|
|
|
|
|
|
|
|
||||||
Reimbursed costs
|
$
|
(360
|
)
|
|
$
|
(193
|
)
|
|
$
|
(197
|
)
|
Depreciation, amortization, and other
|
(5
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|||
General, administrative, and other
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||
Gains and other income, net
|
658
|
|
|
1
|
|
|
—
|
|
|||
Interest income
|
4
|
|
|
5
|
|
|
5
|
|
|||
Equity in earnings
|
39
|
|
|
10
|
|
|
16
|
|
($ in millions)
|
At Year-End 2017
|
|
At Year-End 2016
|
||||
Current assets
|
|
|
|
||||
Accounts and notes receivable, net
|
$
|
42
|
|
|
$
|
27
|
|
Prepaid expenses and other
|
1
|
|
|
1
|
|
||
Intangible assets
|
|
|
|
||||
Contract acquisition costs and other
|
48
|
|
|
23
|
|
||
Equity method investments
|
734
|
|
|
723
|
|
||
Deferred tax assets
|
—
|
|
|
6
|
|
||
Other noncurrent assets
|
17
|
|
|
17
|
|
||
Current liabilities
|
|
|
|
||||
Accounts payable
|
(11
|
)
|
|
(4
|
)
|
||
Accrued expenses and other
|
(18
|
)
|
|
(22
|
)
|
||
Deferred tax liabilities
|
(41
|
)
|
|
(56
|
)
|
||
Other noncurrent liabilities
|
(2
|
)
|
|
(4
|
)
|
($ in millions)
|
2017
|
|
2016
(1)
|
|
2015
|
||||||
Sales
|
$
|
1,176
|
|
|
$
|
747
|
|
|
$
|
615
|
|
Net income
|
$
|
222
|
|
|
$
|
101
|
|
|
$
|
44
|
|
($ in millions)
|
At Year-End 2017
|
|
At Year-End 2016
|
||||
Assets (primarily composed of hotel real estate managed by us)
|
$
|
2,234
|
|
|
$
|
2,249
|
|
Liabilities
|
$
|
1,649
|
|
|
$
|
1,677
|
|
(1)
|
2016 sales and net income for entities in which we acquired an investment through the Starwood Combination are for the period from the Merger Date to year-end 2016.
|
($ in millions, except per share data)
|
2017
|
||||||||||||||||||
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Fiscal
Year
|
||||||||||
Revenues
|
$
|
5,561
|
|
|
$
|
5,795
|
|
|
$
|
5,663
|
|
|
$
|
5,875
|
|
|
$
|
22,894
|
|
Operating income
|
$
|
537
|
|
|
$
|
620
|
|
|
$
|
632
|
|
|
$
|
570
|
|
|
$
|
2,359
|
|
Net income
|
$
|
365
|
|
|
$
|
414
|
|
|
$
|
392
|
|
|
$
|
201
|
|
(2)
|
$
|
1,372
|
|
Basic earnings per share
(1)
|
$
|
0.95
|
|
|
$
|
1.09
|
|
|
$
|
1.05
|
|
|
$
|
0.55
|
|
|
$
|
3.66
|
|
Diluted earnings per share
(1)
|
$
|
0.94
|
|
|
$
|
1.08
|
|
|
$
|
1.04
|
|
|
$
|
0.54
|
|
|
$
|
3.61
|
|
($ in millions, except per share data)
|
2016
|
||||||||||||||||||
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Fiscal
Year
|
||||||||||
Revenues
|
$
|
3,772
|
|
|
$
|
3,902
|
|
|
$
|
3,942
|
|
|
$
|
5,456
|
|
|
$
|
17,072
|
|
Operating income
|
$
|
367
|
|
|
$
|
389
|
|
|
$
|
171
|
|
|
$
|
441
|
|
|
$
|
1,368
|
|
Net income
|
$
|
219
|
|
|
$
|
247
|
|
|
$
|
70
|
|
|
$
|
244
|
|
|
$
|
780
|
|
Basic earnings per share
(1)
|
$
|
0.86
|
|
|
$
|
0.97
|
|
|
$
|
0.26
|
|
|
$
|
0.63
|
|
|
$
|
2.68
|
|
Diluted earnings per share
(1)
|
$
|
0.85
|
|
|
$
|
0.96
|
|
|
$
|
0.26
|
|
|
$
|
0.62
|
|
|
$
|
2.64
|
|
(1)
|
The sum of the earnings per share for the four quarters differs from annual earnings per share due to the required method of computing the weighted average shares in interim periods.
|
(2)
|
Includes our provisional income tax expense estimate of
$586 million
under the 2017 Tax Act and a gain of $
659 million
from the disposition of our ownership interest in Avendra.
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
|
Item 9A.
|
Controls and Procedures.
|
Item 9B.
|
Other Information.
|
Item 10. Directors, Executive Officers, and Corporate Governance.
|
We incorporate this information by reference to “Our Board of Directors,” “Section 16(a) Beneficial Ownership Reporting Compliance,” “Audit Committee,” “Transactions with Related Persons,” and “Selection of Director Nominees” sections of our Proxy Statement. We have included information regarding our executive officers and our Code of Ethics below.
|
|
|
Item 11. Executive Compensation.
|
We incorporate this information by reference to the “Executive and Director Compensation” and “Compensation Committee Interlocks and Insider Participation” sections of our Proxy Statement.
|
|
|
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
|
We incorporate this information by reference to the “Securities Authorized for Issuance Under Equity Compensation Plans” and the “Stock Ownership” sections of our Proxy Statement.
|
|
|
Item 13. Certain Relationships and Related Transactions, and Director Independence.
|
We incorporate this information by reference to the “Transactions with Related Persons” and “Director Independence” sections of our Proxy Statement.
|
|
|
Item 14. Principal Accounting Fees and Services.
|
We incorporate this information by reference to the “Independent Registered Public Accounting Firm Fee Disclosure” and the “Pre-Approval of Independent Auditor Fees and Services Policy” sections of our Proxy Statement.
|
Name and Title
|
|
Age
|
|
Business Experience
|
|
J.W. Marriott, Jr.
Executive Chairman and
Chairman of the Board
|
|
85
|
|
|
J.W. Marriott, Jr. was elected Executive Chairman effective March 31, 2012, having relinquished his position as Chief Executive Officer. He served as Chief Executive Officer of the Company and its predecessors since 1972. He joined Marriott in 1956, became President and a Director in 1964, Chief Executive Officer in 1972, and Chairman of the Board in 1985. Mr. Marriott serves on the Board of The J. Willard & Alice S. Marriott Foundation and the Executive Committee of the World Travel & Tourism Council. Mr. Marriott has served as a Director of the Company and its predecessors since 1964. He holds a Bachelor of Science degree in banking and finance from the University of Utah.
|
|
|
|
|
|
|
Arne M. Sorenson
President and Chief Executive Officer
|
|
59
|
|
|
Arne M. Sorenson is President and Chief Executive Officer of Marriott. Mr. Sorenson became the third CEO in the Company’s history in 2012. Before that, he served as Marriott’s President and Chief Operating Officer. He has held a number of positions since joining Marriott in 1996, including Executive Vice President, Chief Financial Officer, President of Continental European Lodging, and Senior Vice President of Business Development. He was elected to Marriott’s Board of Directors in 2011. Additionally, Mr. Sorenson served as Vice Chair of the President’s Export Council. He is the immediate past Board Chair for Brand USA and continues as a member of the Board. He was most recently elected to the Microsoft Board of Directors. Other affiliations include: Chair, U.S. Travel Association CEO Roundtable; member of Business Roundtable; member of the Business Council; member of the Board of the Warrior Scholar Project; member of the Luther College Board of Regents; Stewardship Board of the World Economic Forum System Initiative on Shaping the Future of Mobility; and member of the Board of Trustees for The Brookings Institution. Before joining Marriott in 1996, Mr. Sorenson was a Partner with the law firm Latham & Watkins in Washington, D.C. He holds a Bachelor of Arts degree from Luther College in Decorah, Iowa and a J.D. from the University of Minnesota Law School.
|
|
|
|
|
|
|
Bao Giang Val Bauduin
Controller and Chief
Accounting Officer |
|
41
|
|
|
Val Bauduin became our Controller and Chief Accounting Officer in June 2014, with responsibility for the accounting operations of the Company including oversight of Financial Reporting & Analysis, Accounting Policy, Governance, Risk Management (Insurance, Claims, Business Continuity, Fire & Life Safety), Accenture Hospitality Services and the Corporate Finance Business Partners. Before joining Marriott, Mr. Bauduin was a Partner and U.S. Hospitality leader of Deloitte & Touche LLP from 2011 to 2014, where he served as a Travel, Hospitality & Leisure industry expert for Deloitte teams globally. Before that, Mr. Bauduin was a Senior Manager of Deloitte from 2005 to 2011. He has a strong international background, and has built and led cross-functional (tax, valuation, and IT) international professional service teams engaged at diverse client organizations, including several large and well-known public hospitality clients. He has supported complex capital market transactions, spinoffs, and real estate development projects related to gaming and hospitality. Mr. Bauduin earned a Bachelor of Arts in Economics from the University of Notre Dame and a Master of Business Administration in Finance from The Wharton School at the University of Pennsylvania. He is also a Certified Public Accountant.
|
|
|
|
|
|
Name and Title
|
|
Age
|
|
Business Experience
|
|
Anthony G. Capuano
Executive Vice President
and Global Chief Development Officer
|
|
52
|
|
|
Anthony G. Capuano became Marriott’s Executive Vice President and Global Chief Development Officer in 2009. He is responsible for the global development of all Marriott lodging brands and supervises 20 offices outside of North America as well as multiple offices across North America. Mr. Capuano began his Marriott International career in 1995 as part of the Market Planning and Feasibility team. Between 1997 and 2005, he led Marriott’s full-service development efforts in the Western U.S. and Canada. In early 2008, his responsibilities expanded to include all of North America and the Caribbean and Latin America. Mr. Capuano began his professional career in Laventhol and Horwath’s Boston-based Leisure Time Advisory Group. He then joined Kenneth Leventhal and Company’s hospitality consulting group in Los Angeles, CA. Mr. Capuano earned his bachelor’s degree in Hotel Administration from Cornell University. He is an active member of the Cornell Society of Hotelmen and a member of The Cornell School of Hotel Administration Dean’s Advisory Board. Mr. Capuano is also a member of the American Hotel and Lodging Association’s Industry Real Estate Financial Advisory Council.
|
|
|
|
|
|
|
David Grissen
Group President |
|
60
|
|
|
David Grissen became Group President effective February 2014, assuming additional responsibility for The Ritz-Carlton and Global Operations Services. He became the Group President for the Americas in 2012, with responsibility for all business activities including Operations, Sales and Marketing, Revenue Management, Human Resources, Engineering, Rooms Operations, Food and Beverage, Retail, Spa, Information Technology and Development. Before this, he served as President, Americas from 2010; Executive Vice President of the Eastern Region from 2005; Senior Vice President of the Mid-Atlantic Region and Senior Vice President of Finance and Business Development from 2000. Mr. Grissen is chair of the Americas’ Hotel Development Committee and a member of the Lodging Strategy Group and Corporate Growth Committee. He is a member of the Board of Directors of Regis Corporation. Mr. Grissen holds a Bachelor of Arts degree from Michigan State University and earned his Master of Business Administration from Loyola University in Chicago.
|
|
|
|
|
|
|
Alex Kyriakidis
President & Managing Director
Middle East & Africa
|
|
65
|
|
|
Alex Kyriakidis became President and Managing Director, Middle East & Africa (MEA), for Marriott in 2012. He is responsible for all business activities for MEA, including Development, Brands, Sales, Marketing, Finance, Human Resources, Legal, and Operations. Before joining Marriott in 2012, Mr. Kyriakidis served as Global Managing Director - Travel, Hospitality & Leisure for Deloitte LLP. In this role, Mr. Kyriakidis led the Global Travel, Hospitality & Leisure Industry team, where he was responsible for a team of 4,500 professionals. He has dozens of years of experience providing strategic, financial, M&A, operational, asset management and integration services to the travel, hospitality and leisure sectors and has served clients in 25 countries, predominantly in the EMEA and Asia/Pacific regions. Mr. Kyriakidis is a fellow of the Arab Society of Certified Accountants, the British Association of Hotel Accountants, and the Institute of Chartered Accountants in England and Wales. He holds a Bachelor of Science degree in computer science and mathematics from Leeds University in the United Kingdom.
|
|
|
|
|
|
|
Stephanie Linnartz
Executive Vice President and
Global Chief Commercial Officer
|
|
49
|
|
|
Stephanie Linnartz became the Global Chief Commercial Officer in March 2013 and was named an executive officer in February 2014. She has responsibility for the Company’s brand management, marketing, digital, sales, reservations, revenue management, consumer insight, and information technology functions. Before assuming her current position, Ms. Linnartz served as Global Officer, Sales and Revenue Management from 2009 to 2013; Senior Vice President, Global Sales from 2008 to 2009; and Senior Vice President, Sales and Marketing Planning and Support from 2005 to 2008. She holds a bachelor’s degree in Political Science and Government from the College of the Holy Cross and earned her Master of Business Administration from the College of William and Mary.
|
|
|
|
|
|
Name and Title
|
|
Age
|
|
Business Experience
|
|
Amy C. McPherson
President & Managing Director
Europe
|
|
56
|
|
|
Amy C. McPherson was appointed President and Managing Director of Europe, a division that encompasses Continental Europe, the United Kingdom, and Ireland, in July 2009. Ms. McPherson joined Marriott in 1986 and most recently served as Executive Vice President of Global Sales and Marketing responsible for the Company’s global and field sales, marketing, Marriott Rewards program, revenue management, and eCommerce from 2005 until she was named to her current position. Other key positions held by Ms. McPherson include Senior Vice President of Business Transformation and Integration, and Vice President of Finance and Business Development. Before joining Marriott, she worked for Air Products & Chemicals in Allentown, PA. She earned her Bachelor of Business Administration in Management and Economics from James Madison University and received her Master of Business Administration in Finance from the College of William and Mary.
|
|
|
|
|
|
|
Kathleen K. Oberg
Executive Vice President and Chief
Financial Officer
|
|
57
|
|
|
Kathleen (“Leeny”) K. Oberg was appointed as Marriott’s Chief Financial Officer, effective January 1, 2016. Most recently, Ms. Oberg was the Chief Financial Officer for The Ritz-Carlton since 2013, where she contributed significantly to the brand’s performance, growth, and organizational effectiveness. Previously, Ms. Oberg served in a range of financial leadership positions with Marriott. From 2008 to 2013, she was the Company’s Senior Vice President, Corporate and Development Finance, where she led a team that valued new hotel development projects and merger and acquisition opportunities, prepared the Company’s long-range plans and annual budgets, and made recommendations for the Company’s financial and capital allocation strategy. From 2006 to 2008, Ms. Oberg served in London as Senior Vice President, International Project Finance and Asset Management for Europe and the Middle East and Africa, and as the region’s senior finance executive. Ms. Oberg first joined Marriott as part of its Investor Relations group in 1999. Before joining Marriott, Ms. Oberg held a variety of financial leadership positions with such organizations as Sodexo (previously Sodexo Marriott Services), Sallie Mae, Goldman Sachs, and Chase Manhattan Bank. She earned her Bachelor of Science in Finance/Management Information Systems from the University of Virginia, McIntyre School of Business and received her Master of Business Administration from Stanford University Graduate School of Business.
|
|
|
|
|
|
|
Rena Hozore Reiss
Executive Vice President and
General Counsel
|
|
58
|
|
|
Rena Hozore Reiss became Executive Vice President and General Counsel in December 2017. Ms. Reiss previously held the position of Executive Vice President, General Counsel and Corporate Secretary at Hyatt Hotels where she led a global legal team supporting all facets of Hyatt’s business, and oversaw Hyatt’s risk management team and corporate transactions group. Prior to her position with Hyatt, Ms. Reiss was an attorney in Marriott’s law department from 2000 to 2010 building her career in roles with increasing responsibility and ultimately holding the position of Senior Vice President and Associate General Counsel in which she led Marriott’s development efforts in the America’s region. Before joining Marriott, Ms. Reiss was a partner at Counts & Kanne, Chartered, in Washington, D.C. and Associate General Counsel at the Miami Herald Publishing Company. She earned her A.B. from Princeton University and her J.D. from Harvard Law School.
|
|
|
|
|
|
|
David A. Rodriguez
Executive Vice President
and Global Chief Human Resources Officer
|
|
59
|
|
|
David A. Rodriguez was appointed Executive Vice President and Global Chief Human Resources Officer in 2006. Before joining Marriott in 1998, he held senior roles in human resources at Citicorp (now Citigroup) from 1989 through 1998. Dr. Rodriguez holds a Bachelor of Arts degree and a doctorate degree in industrial/organizational psychology from New York University. He is an elected fellow of the National Academy of Human Resources, a vice chair and member of the executive committees of the Human Resources Policy Association and the American Health Policy Institute, and a governor on the board of the Health Transformation Alliance.
|
|
|
|
|
|
Name and Title
|
|
Age
|
|
Business Experience
|
|
Craig S. Smith
President & Managing Director
Asia Pacific
|
|
55
|
|
|
Craig S. Smith became President and Managing Director of Asia Pacific in June 2015, assuming the responsibility for the strategic leadership of all operational and development functions spanning 25 countries and regions and 23 brands. Mr. Smith began his career with Marriott in 1988. Before his current position, Mr. Smith served as President of Marriott’s Caribbean and Latin American region from 2011 to 2015. Before moving to the Caribbean and Latin American region in 2011, he was Executive Vice President and Chief Operations Officer for Asia Pacific. As the son of an American diplomat, Mr. Smith has lived in 13 countries, working in North America, the Caribbean, Latin America, Asia Pacific, and Australia. He is fluent in Spanish and conversant in Portuguese. Mr. Smith earned his Master of Business Administration from the Rotman School of Management at the University of Toronto and a Bachelor of Science from Brigham Young University.
|
Item 15.
|
Exhibits and Financial Statement Schedules.
|
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)
|
|
|
|
||
2.1
|
|
Agreement and Plan of Merger, dated as of November 15, 2015, by and among the Company, Starwood, and certain of their subsidiaries.
|
|
|
|
|
|
|
|
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.
|
|
|
|
|
|
|
|
2.3
|
|
Agreement and Plan of Merger, dated as of October 27, 2015, among Starwood, Vistana Signature Experiences, Inc., Iris Merger Sub, Inc., and Interval Leisure Group, Inc.
|
|
|
|
|
|
|
|
2.4
|
|
Separation Agreement, dated as of October 27, 2015, among Starwood, Vistana Signature Experience, Inc., and Interval Leisure Group, Inc.
|
|
|
|
|
|
|
|
3.1
|
|
Restated Certificate of Incorporation.
|
|
|
|
|
|
||
3.2
|
|
Amended and Restated Bylaws.
|
|
|
|
|
|
||
4.1
|
|
Form of Common Stock Certificate.
|
|
|
|
|
|
||
4.2
|
|
Indenture dated as of November 16, 1998, between the Company and The Bank of New York Mellon, as successor to JPMorgan Chase Bank, N.A., formerly known as The Chase Manhattan Bank.
|
|
|
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
Incorporation by Reference (where a report is indicated below, that document has been previously filed with the SEC and the applicable exhibit is incorporated by reference thereto)
|
10.1
|
|
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.
|
|
|
|
|
|
||
10.2
|
|
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.
|
|
|
|
|
|
|
|
10.3
|
|
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.
|
|
|
|
|
|
|
|
10.4
|
|
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.
|
|
|
|
|
|
|
|
10.5
|
|
Non-Competition Agreement entered into on November 17, 2011, with Marriott Vacations Worldwide Corporation.
|
|
|
|
|
|
|
|
10.6
|
|
License, Services and Development Agreement, dated as of May 11, 2016, among Starwood, Vistana Signature Experiences, Inc., and Interval Leisure Group, Inc.
|
|
|
|
|
|
|
|
10.7
|
|
Noncompetition Agreement, dated as of May 11, 2016, between Starwood and Vistana Signature Experiences, Inc.
|
|
|
|
|
|
|
|
*10.8
|
|
Marriott International, Inc. Stock and Cash Incentive Plan, as Amended Through February 13, 2014.
|
|
|
|
|
|
|
|
*10.8.1
|
|
Amendment dated August 7, 2014 to the Marriott International, Inc. Stock and Cash Incentive Plan.
|
|
|
|
|
|
||
*10.8.2
|
|
Amendment dated September 23, 2016 to the Marriott International, Inc. Stock and Cash Incentive Plan
|
|
|
|
|
|
|
|
*10.8.3
|
|
Amendment dated May 5, 2017 to the Marriott International, Inc. Stock and Cash Incentive Plan
|
|
|
|
|
|
|
|
*10.9
|
|
Marriott International, Inc. Executive Deferred Compensation Plan, Amended and Restated as of January 1, 2009.
|
|
|
|
|
|
||
*10.9.1
|
|
Amendment to the Marriott International, Inc. Executive Deferred Compensation Plan, effective January 1, 2010.
|
|
|
|
|
|
|
|
*10.9.2
|
|
Amendment to the Marriott International, Inc. Executive Deferred Compensation Plan, effective April 1, 2010.
|
|
|
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
Incorporation by Reference (where a report is indicated below, that document has been previously filed with the SEC and the applicable exhibit is incorporated by reference thereto)
|
*10.9.3
|
|
Amendment to the Marriott International, Inc. Executive Deferred Compensation Plan, effective October 25, 2011.
|
|
|
|
|
|
|
|
*10.9.4
|
|
Amendment to the Marriott International, Inc. Executive Deferred Compensation Plan, effective November 19, 2011.
|
|
|
|
|
|
|
|
*10.9.5
|
|
Amendment to the Marriott International, Inc. Executive Deferred Compensation Plan, effective January 1, 2013.
|
|
|
|
|
|
|
|
*10.9.6
|
|
Amendment to the Marriott International, Inc. Executive Deferred Compensation Plan, effective September 23, 2016 (409A).
|
|
|
|
|
|
|
|
*10.9.7
|
|
Amendment to the Marriott International, Inc. Executive Deferred Compensation Plan, effective September 23, 2016 (Starwood deferral elections).
|
|
|
|
|
|
|
|
*10.10
|
|
Form of Employee Non-Qualified Stock Option Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan.
|
|
|
|
|
|
||
*10.10.1
|
|
Form of Senior Executive Supplemental Non-Qualified Stock Option Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan
|
|
|
|
|
|
|
|
*10.11
|
|
Form of Executive Restricted Stock Unit/MI Shares Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan.
|
|
|
|
|
|
|
|
*10.11.1
|
|
Form of Retention Executive Restricted Stock Unit Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan
|
|
|
|
|
|
|
|
*10.12
|
|
Form of Stock Appreciation Right Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan
|
|
|
|
|
|
|
|
*10.12.1
|
|
Form of Senior Executive Supplemental Stock Appreciation Right Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan
|
|
|
|
|
|
|
|
*10.12.2
|
|
Form of Stock Appreciation Right Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (For Non-Employee Directors)
|
|
|
|
|
|
|
|
*10.13
|
|
Form of Performance Share Unit Award Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan.
|
|
|
|
|
|
|
|
*10.13.1
|
|
Form of Business Integration Performance Share Unit Award Agreement for the Marriott International Inc. Stock and Cash Incentive Plan
|
|
|
|
|
|
|
|
*10.14
|
|
Summary of Marriott International, Inc. Director Compensation.
|
|
|
|
|
|
||
*10.15
|
|
Marriott International, Inc. Executive Officer Incentive Plan and Executive Officer Individual Performance Plan.
|
|
|
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
Incorporation by Reference (where a report is indicated below, that document has been previously filed with the SEC and the applicable exhibit is incorporated by reference thereto)
|
*10.16
|
|
Starwood 1999 Long-Term Incentive Compensation Plan.
|
|
|
|
|
|
|
|
*10.16.1
|
|
First Amendment to the Starwood 1999 Long-Term Incentive Compensation Plan, dated as of August 1, 2001.
|
|
|
|
|
|
|
|
*10.16.2
|
|
Second Amendment to the Starwood 1999 Long-Term Incentive Compensation Plan.
|
|
|
|
|
|
|
|
*10.17
|
|
Starwood 2002 Long-Term Incentive Compensation Plan.
|
|
|
|
|
|
|
|
*10.17.1
|
|
First Amendment to the Starwood 2002 Long-Term Incentive Compensation Plan.
|
|
|
|
|
|
|
|
*10.18
|
|
Starwood 2004 Long-Term Incentive Compensation Plan, amended and restated as of December 31, 2008.
|
|
|
|
|
|
|
|
*10.18.1
|
|
First Amendment to the Starwood 2004 Long-Term Incentive Compensation Plan.
|
|
|
|
|
|
|
|
*10.19
|
|
Starwood 2013 Long-Term Incentive Compensation Plan.
|
|
|
|
|
|
|
|
*10.19.1
|
|
Amendment dated May 5, 2017 to the Starwood 2013 Long-Term Incentive Compensation Plan.
|
|
|
|
|
|
|
|
*10.20
|
|
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.
|
|
|
|
|
|
|
|
*10.21
|
|
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.
|
|
|
|
|
|
|
|
*10.22
|
|
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.
|
|
|
|
|
|
|
|
†10.34
|
|
Side Letter Agreement dated as of September 21, 2016 among the Company, Marriott Vacations Worldwide, and certain of their subsidiaries.
|
|
|
|
|
|
|
|
12
|
|
Statement of Computation of Ratio of Earnings to Fixed Charges.
|
|
|
|
|
|
||
21
|
|
Subsidiaries of Marriott International, Inc.
|
|
|
|
|
|
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)
|
23
|
|
Consent of Ernst & Young LLP.
|
|
|
|
|
|
||
31.1
|
|
Certification of Chief Executive Officer Pursuant to Rule 13a-14(a).
|
|
|
|
|
|
||
31.2
|
|
Certification of Chief Financial Officer Pursuant to Rule 13a-14(a).
|
|
|
|
|
|
||
32
|
|
Section 1350 Certifications.
|
|
|
|
|
|
||
101.INS
|
|
XBRL Instance Document.
|
|
Submitted electronically with this report.
|
|
|
|
||
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
|
Submitted electronically with this report.
|
|
|
|
||
101.CAL
|
|
XBRL Taxonomy Calculation Linkbase Document.
|
|
Submitted electronically with this report.
|
|
|
|
||
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase.
|
|
Submitted electronically with this report.
|
|
|
|
||
101.LAB
|
|
XBRL Taxonomy Label Linkbase Document.
|
|
Submitted electronically with this report.
|
|
|
|
||
101.PRE
|
|
XBRL Taxonomy Presentation Linkbase Document.
|
|
Submitted electronically with this report.
|
*
|
Denotes management contract or compensatory plan.
|
†
|
Portions of this exhibit were redacted pursuant to a confidential treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Exchange Act. The redacted portions of this exhibit have been filed with the Securities and Exchange Commission.
|
Item 16.
|
Form 10-K Summary.
|
By:
|
|
/s/Arne M. Sorenson
|
|
|
Arne M. Sorenson
|
|
|
President and Chief Executive Officer
|
PRINCIPAL EXECUTIVE OFFICER:
|
|
|
|
|
|
/s/Arne M. Sorenson
|
|
President, Chief Executive Officer and Director
|
Arne M. Sorenson
|
|
|
|
|
|
PRINCIPAL FINANCIAL OFFICER:
|
|
|
|
|
|
/s/Kathleen K. Oberg
|
|
Executive Vice President and Chief Financial Officer
|
Kathleen K. Oberg
|
|
|
|
|
|
PRINCIPAL ACCOUNTING OFFICER:
|
|
|
|
|
|
/s/Bao Giang Val Bauduin
|
|
Controller and Chief Accounting Officer
|
Bao Giang Val Bauduin
|
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|
|
DIRECTORS:
|
|
|
|
|
|
/s/J.W. Marriott, Jr.
|
|
/s/Debra L. Lee
|
J.W. Marriott, Jr., Executive Chairman and
Chairman of the Board
|
|
Debra L. Lee, Director
|
|
|
|
/s/Mary K. Bush
|
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/s/Aylwin B. Lewis
|
Mary K. Bush, Director
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Aylwin B. Lewis, Director
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/s/Bruce W. Duncan
|
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/s/George Muñoz
|
Bruce W. Duncan, Director
|
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George Muñoz, Director
|
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/s/Deborah Marriott Harrison
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/s/Steven S Reinemund
|
Deborah Marriott Harrison, Director
|
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Steven S Reinemund, Director
|
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/s/Frederick A. Henderson
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/s/W. Mitt Romney
|
Frederick A. Henderson, Director
|
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W. Mitt Romney, Director
|
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/s/Eric Hippeau
|
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/s/Susan C. Schwab
|
Eric Hippeau, Director
|
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Susan C. Schwab, Director
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/s/Lawrence W. Kellner
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Lawrence W. Kellner, Director
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|
|
(a)
|
from this Agreement, investor questionnaires or other forms that Employee submits to the Company or contracts that Employee enters into with the Company;
|
|
(b)
|
from Employee’s transactions with the Company, the Company’s affiliates and service providers;
|
|
(c)
|
from Employee’s employment records with the Company; and
|
|
(d)
|
from meetings, telephone conversations and other communications with Employee.
|
|
(a)
|
financial service providers, such as broker-dealers, custodians, banks and others used to finance or facilitate transactions by, or operations of, the Plan;
|
|
(b)
|
other service providers to the Plan, such as accounting, legal, or tax preparation services;
|
|
(c)
|
regulatory authorities; and
|
|
(d)
|
transfer agents, portfolio companies, brokerage firms and the like, in connection with distributions to Plan participants.
|
|
|
|
MARRIOTT INTERNATIONAL, INC.
|
|
EMPLOYEE
|
|
|
|
|
|
<<PARTICIPANT NAME>>
|
Executive Vice President and Global Chief Human Resources Officer
|
|
Signed Electronically
|
i.
|
a person residing in India for more than one hundred and eighty-two days during the course of the preceding financial year but does not include -
|
A.
|
a person who has gone out of India or who stays outside India, in either case -
|
1.
|
for or on taking up employment outside India, or
|
2.
|
for carrying on a business or vocation outside India, or
|
3.
|
for any other purpose, in such circumstances as would indicate his intention to stay outside India for an uncertain period; or
|
B.
|
a person who has come to or stays in India, in either case, otherwise than -
|
1.
|
for or on taking up employment in India, or
|
2.
|
for carrying on in India a business or vocation in India, or
|
3.
|
for any other purpose, in such circumstances as would indicate his intention to stay in India for an uncertain period.
|
|
(a)
|
Employee must continue to be an active employee of the Company (“Continuous Employment”);
|
|
|
|
|
(b)
|
Employee must refrain from Engaging in Competition (as defined in Section 2.25 of the Plan) without first having obtained the written consent thereto from the Company (“Non-competition”); and
|
|
|
|
|
(c)
|
Employee must refrain from committing any criminal offense or malicious tort relating to or against the Company or, as determined by the Committee in its discretion, engaging in willful acts or omissions or acts or omissions of gross negligence that are or potentially are injurious to the Company’s operations, financial condition or business reputation. (“No Improper Conduct”). The Company’s determination as to whether or not particular conduct constitutes Improper Conduct shall be conclusive.
|
|
[(a)]
|
In the event Employee’s Continuous Employment [terminates] [is terminated] prior to the relevant Distribution Date [by reason] [on account] of death [or Disability (as defined in Section 2.19 of the Plan)], and if Employee had otherwise met the requirements of Continuous Employment, Non-competition and No Improper Conduct from the Grant Date through the date of such death [or Disability], then Employee shall upon death [or Disability (as the case may be)] be deemed to have fully satisfied all of the conditions of transfer in paragraph 6 and Employee’s rights hereunder with respect to any such MI Shares shall inure to the benefit of [Employee (or, in the case of death] Employee’s executors, administrators, personal representatives and assigns[)].
|
|
[(b)
|
In the event Employee’s Continuous Employment terminates prior to the relevant Distribution Date by reason of Employee’s Retirement (as defined below), and if Employee had otherwise met the requirements of Continuous Employment, Non-competition and No Improper Conduct from the Grant Date through the date of such Retirement, and provided that Employee continues to meet the requirements of Non-competition and No Improper Conduct, then Employee’s rights hereunder with respect to any outstanding MI Shares shall continue in the same manner as if Employee continued to meet the Continuous Employment requirement through the Distribution Dates related to the Award, except not for that portion of MI Shares granted less than one year prior to Employee’s termination equal to such number of shares multiplied by the ratio of (a) the number of days after the termination date and before the first anniversary of the Grant Date, over (b) the number of days in the twelve (12) month period following the Grant Date. For purposes of this Agreement, “Retirement” shall mean termination of employment [on account of Disability (as defined in Section 2.19 of the Plan) or] by retiring with the specific approval of the Committee on or after such date on which Employee has attained age 55 and completed ten (10) Years of Service.]
|
|
(a)
|
from this Agreement, investor questionnaires or other forms that Employee submits to the Company or contracts that Employee enters into with the Company;
|
|
(b)
|
from Employee’s transactions with the Company, the Company’s affiliates and service providers;
|
|
(c)
|
from Employee’s employment records with the Company; and
|
|
(d)
|
from meetings, telephone conversations and other communications with Employee.
|
|
(a)
|
financial service providers, such as broker-dealers, custodians, banks and others used to finance or facilitate transactions by, or operations of, the Plan;
|
|
(b)
|
other service providers to the Plan, such as accounting, legal, or tax preparation services;
|
|
(c)
|
regulatory authorities; and
|
|
(d)
|
transfer agents, portfolio companies, brokerage firms and the like, in connection with distributions to Plan participants.
|
|
|
|
MARRIOTT INTERNATIONAL, INC.
|
|
EMPLOYEE
|
|
|
|
|
|
<<PARTICIPANT NAME>>
|
Executive Vice President and Global Chief Human Resources Officer
|
|
Signed Electronically
|
i.
|
a person residing in India for more than one hundred and eighty-two days during the course of the preceding financial year but does not include -
|
A.
|
a person who has gone out of India or who stays outside India, in either case -
|
1.
|
for or on taking up employment outside India, or
|
2.
|
for carrying on a business or vocation outside India, or
|
3.
|
for any other purpose, in such circumstances as would indicate his intention to stay outside India for an uncertain period; or
|
B.
|
a person who has come to or stays in India, in either case, otherwise than -
|
1.
|
for or on taking up employment in India, or
|
2.
|
for carrying on in India a business or vocation in India, or
|
3.
|
for any other purpose, in such circumstances as would indicate his intention to stay in India for an uncertain period.
|
(a)
|
from this Agreement, investor questionnaires or other forms that Employee submits to the Company or contracts that Employee enters into with the Company;
|
(b)
|
from Employee’s transactions with the Company, the Company’s affiliates and service providers;
|
(c)
|
from Employee’s employment records with the Company; and
|
(d)
|
from meetings, telephone conversations and other communications with Employee.
|
(a)
|
financial service providers, such as broker-dealers, custodians, banks and others used to finance or facilitate transactions by, or operations of, the Plan;
|
(b)
|
other service providers to the Plan, such as accounting, legal, or tax preparation services;
|
(c)
|
regulatory authorities; and
|
(d)
|
transfer agents, portfolio companies, brokerage firms and the like, in connection with distributions to Plan participants.
|
|
|
|
MARRIOTT INTERNATIONAL, INC.
|
|
EMPLOYEE
|
|
|
|
|
|
<<PARTICIPANT NAME>>
|
Executive Vice President and Global Chief Human Resources Officer
|
|
Signed Electronically
|
i.
|
a person residing in India for more than one hundred and eighty-two days during the course of the preceding financial year but does not include -
|
A.
|
a person who has gone out of India or who stays outside India, in either case -
|
1.
|
for or on taking up employment outside India, or
|
2.
|
for carrying on a business or vocation outside India, or
|
3.
|
for any other purpose, in such circumstances as would indicate his intention to stay outside India for an uncertain period; or
|
B.
|
a person who has come to or stays in India, in either case, otherwise than -
|
1.
|
for or on taking up employment in India, or
|
2.
|
for carrying on in India a business or vocation in India, or
|
3.
|
for any other purpose, in such circumstances as would indicate his intention to stay in India for an uncertain period.
|
(a)
|
Employee must continue to be an active employee of the Company (“Continuous Employment”);
|
(b)
|
Employee must refrain from Engaging in Competition (as defined in Section 2.25 of the Plan) without first having obtained the written consent thereto from the Company (“Non-competition”); and
|
(c)
|
Employee must refrain from committing any criminal offense or malicious tort relating to or against the Company or, as determined by the Committee in its discretion, engaging in willful acts or omissions or acts or omissions of gross negligence that are or potentially are injurious to the Company’s operations, financial condition or business reputation. (“No Improper Conduct”). The Company’s determination as to whether or not particular conduct constitutes Improper Conduct shall be conclusive.
|
(a)
|
In the event Employee’s Continuous Employment [terminates] [is terminated] prior to the relevant Distribution Date [by reason] [on account] of death [or Disability (as defined in Section 2.19 of the Plan)], and if Employee had otherwise met the requirements of Continuous Employment, Non-competition and No Improper Conduct from the Grant Date through the date of such death [or Disability], then Employee shall upon death [or Disability (as the case may be)] be deemed to have fully satisfied all of the Conditions of Transfer in paragraph 5 and to have met the target level of performance with respect to the goal set forth in Appendix A, and Employee’s rights hereunder with respect to any such Performance Share Units shall inure to the benefit of [Employee (or, in the case of death] Employee’s executors, administrators, personal representatives and assigns[)].
|
(b)
|
In the event Employee’s Continuous Employment terminates prior to the Distribution Date by reason of Employee’s Retirement (as defined below), and if Employee had otherwise met the requirements of Continuous Employment, Non-competition and No Improper Conduct from the Grant Date through the date of such Retirement, and provided
|
(a)
|
from this Agreement, investor questionnaires or other forms that Employee submits to the Company or contracts that Employee enters into with the Company;
|
(b)
|
from Employee’s transactions with the Company, the Company’s affiliates and service providers;
|
(c)
|
from Employee’s employment records with the Company; and
|
(d)
|
from meetings, telephone conversations and other communications with Employee.
|
(a)
|
financial service providers, such as broker-dealers, custodians, banks and others used to finance or facilitate transactions by, or operations of, the Plan;
|
(b)
|
other service providers to the Plan, such as accounting, legal, or tax preparation services;
|
(c)
|
regulatory authorities; and
|
(d)
|
transfer agents, portfolio companies, brokerage firms and the like, in connection with distributions to Plan participants.
|
|
|
|
MARRIOTT INTERNATIONAL, INC.
|
|
EMPLOYEE
|
|
|
|
|
|
<<PARTICIPANT NAME>>
|
Executive Vice President and Global Chief Human Resources Officer
|
|
Signed Electronically
|
Performance Measure
|
Accomplishment
vs. Target
|
% of Target Units Earned*
|
|
|
|
i.
|
a person residing in India for more than one hundred and eighty-two days during the course of the
|
1.
|
for or on taking up employment outside India, or
|
2.
|
for carrying on a business or vocation outside India, or
|
3.
|
for any other purpose, in such circumstances as would indicate his intention to stay outside India for an uncertain period; or
|
1.
|
for or on taking up employment in India, or
|
2.
|
for carrying on in India a business or vocation in India, or
|
3.
|
for any other purpose, in such circumstances as would indicate his intention to stay in India for an uncertain period.
|
1.
|
The first paragraph of Section 15.1 is hereby amended to read as follows (new language underlined and deleted language struck):
|
2.
|
Section 15.1(c) is hereby amended, solely for purposes of clarity, by replacing each instance therein of the term “Other Cash-Based Awards” with the term “Other Cash Performance-Based Awards.”
|
3.
|
The final paragraph of Section 15.3 is hereby amended to read as follows (new language underlined and deleted language struck):
|
2.
|
Effective for awards of Options and SARs granted on and after February 21, 2017 (and notwithstanding the terms of the applicable Award Agreement (as defined in the Plan)), Article 6.9 is hereby amended to read as follows (new language underlined and deleted language struck):
|
3.
|
Effective for awards of MI Shares (as defined in the Plan) granted on and after February 21, 2017 (and notwithstanding the terms of the applicable Award Agreement), Article 9A.5 is hereby amended to read as follows (new language underlined and deleted language struck):
|
4.
|
Effective for Other Share-Based Awards granted on and after February 21, 2017 (and notwithstanding the terms of the applicable Award Agreement), Article 10.3 is hereby amended to read as follows (new language underlined and deleted language struck):
|
1)
|
The definition of “
Company
” under Section 1.5 of the Plan includes Marriott Vacations Worldwide Corporation and its subsidiaries (determined in a manner consistent with the definition of “
Subsidiary
” under Section 1.27) (together, “
MVWC
”), except for purposes of defining “
Administrator
” under Section 1.2 and “
HR Officer
” under Section 1.16; prescribing who has the authority to appoint the Administrator under Section 5.1; and defining who has the right to amend or terminate the Plan under section 7.3.
|
1)
|
The definition of “
Year of Service
” under Section 1.29 includes periods of continuous service with MVWC on and after the Distribution Date.
|
2)
|
On and after the Article VIII Effective Date, Participants employed by MVWC shall not be eligible to make new Elections to defer compensation under Section 2.2; to make new elections with respect to the timing of distributions of Deferred Compensation under Section 4.1; or, except as provided under item 4 below, to be credited with discretionary Company Accruals under Section 3.2.
|
3)
|
Participants employed by MVWC after the Article VIII Effective Date shall be eligible to be credited with discretionary Company Accruals with respect to the 2011 Election Year, if any, without regard to the last-day employment requirement under Section 3.2(c).
|
(a)
|
such 2016 Starwood Deferral Elections shall be honored so that such election applies to base salary and bonus as defined in the Starwood Plan;
|
(b)
|
such distribution elections with regard to compensation deferred in 2016 shall be honored so that distribution elections under the Starwood Plan apply;
|
(c)
|
such Starwood Transfer Employee will not be eligible for the Discretionary Company Accrual provided in Section 3.2 of this Plan with regards to 2016 Starwood Deferral Elections; and
|
(d)
|
any 2016 Starwood Deferral Elections shall be credited with earnings at the Reserve Portfolio interest rate as provided in Section 3.5 of this Plan, and not in accordance with the benchmark funds provided for in the Starwood Plan.
|
|
(a)
|
from this Agreement, investor questionnaires or other forms that Employee submits to the Company or contracts that Employee enters into with the Company;
|
|
(b)
|
from Employee’s transactions with the Company, the Company’s affiliates and service providers;
|
|
(c)
|
from Employee’s employment records with the Company; and
|
|
(d)
|
from meetings, telephone conversations and other communications with Employee.
|
|
(a)
|
financial service providers, such as broker-dealers, custodians, banks and others used to finance or facilitate transactions by, or operations of, the Plan;
|
|
(b)
|
other service providers to the Plan, such as accounting, legal, or tax preparation services;
|
|
(c)
|
regulatory authorities; and
|
|
(d)
|
transfer agents, portfolio companies, brokerage firms and the like, in connection with distributions to Plan participants.
|
|
|
|
MARRIOTT INTERNATIONAL, INC.
|
|
EMPLOYEE
|
|
|
|
|
|
<<PARTICIPANT NAME>>
|
Executive Vice President, Global Human Resources Officer
|
|
Signed Electronically
|
i.
|
a person residing in India for more than one hundred and eighty-two days during the course of the preceding financial year but does not include -
|
A.
|
a person who has gone out of India or who stays outside India, in either case -
|
1.
|
for or on taking up employment outside India, or
|
2.
|
for carrying on a business or vocation outside India, or
|
3.
|
for any other purpose, in such circumstances as would indicate his intention to stay outside India for an uncertain period; or
|
B.
|
a person who has come to or stays in India, in either case, otherwise than -
|
1.
|
for or on taking up employment in India, or
|
2.
|
for carrying on in India a business or vocation in India, or
|
3.
|
for any other purpose, in such circumstances as would indicate his intention to stay in India for an uncertain period.
|
|
|
|
Vesting Date
|
|
Number of Vesting Award Shares
|
<<DATE>>
|
|
<<QTY>>
|
|
(a)
|
Employee must continue to be an active employee of the Company (“Continuous Employment”);
|
|
(b)
|
Employee must refrain from Engaging in Competition (as defined in Section 2.25 of the Plan) without first having obtained the written consent thereto from the Company (“Non-competition”); and
|
|
(c)
|
Employee must refrain from committing any criminal offense or malicious tort relating to or against the Company or, as determined by the Committee in its discretion, engaging in willful acts or omissions or acts or omissions of gross negligence that are or potentially are injurious to the Company’s operations, financial condition or business reputation (“No Improper Conduct”). The Company’s determination as to whether or not particular conduct constitutes Improper Conduct shall be conclusive.
|
|
(a)
|
from this Agreement, investor questionnaires or other forms that Employee submits to the Company or contracts that Employee enters into with the Company;
|
|
(b)
|
from Employee’s transactions with the Company, the Company’s affiliates and service providers;
|
|
(c)
|
from Employee’s employment records with the Company; and
|
|
(d)
|
from meetings, telephone conversations and other communications with Employee.
|
|
(a)
|
financial service providers, such as broker-dealers, custodians, banks and others used to finance or facilitate transactions by, or operations of, the Plan;
|
|
(b)
|
other service providers to the Plan, such as accounting, legal, or tax preparation services;
|
|
(c)
|
regulatory authorities; and
|
|
(d)
|
transfer agents, portfolio companies, brokerage firms and the like, in connection with distributions to Plan participants.
|
|
|
|
MARRIOTT INTERNATIONAL, INC.
|
|
EMPLOYEE
|
|
|
|
|
|
<<PARTICIPANT NAME>>
|
Executive Vice President and Global Human Resources Officer
|
|
Signed Electronically
|
i.
|
a person residing in India for more than one hundred and eighty-two days during the course of the preceding financial year but does not include -
|
A.
|
a person who has gone out of India or who stays outside India, in either case -
|
1.
|
for or on taking up employment outside India, or
|
2.
|
for carrying on a business or vocation outside India, or
|
3.
|
for any other purpose, in such circumstances as would indicate his intention to stay outside India for an uncertain period; or
|
B.
|
a person who has come to or stays in India, in either case, otherwise than -
|
1.
|
for or on taking up employment in India, or
|
2.
|
for carrying on in India a business or vocation in India, or
|
3.
|
for any other purpose, in such circumstances as would indicate his intention to stay in India for an uncertain period.
|
(a)
|
from this Agreement, investor questionnaires or other forms that Employee submits to the Company or contracts that Employee enters into with the Company;
|
(b)
|
from Employee’s transactions with the Company, the Company’s affiliates and service providers;
|
(c)
|
from Employee’s employment records with the Company; and
|
(d)
|
from meetings, telephone conversations and other communications with Employee.
|
(a)
|
financial service providers, such as broker-dealers, custodians, banks and others used to finance or facilitate transactions by, or operations of, the Plan;
|
(b)
|
other service providers to the Plan, such as accounting, legal, or tax preparation services;
|
(c)
|
regulatory authorities; and
|
(d)
|
transfer agents, portfolio companies, brokerage firms and the like, in connection with distributions to Plan participants.
|
|
|
|
MARRIOTT INTERNATIONAL, INC.
|
|
EMPLOYEE
|
|
|
|
|
|
<<PARTICIPANT NAME>>
|
Executive Vice President, Global Human Resources
|
|
Signed Electronically
|
i.
|
a person residing in India for more than one hundred and eighty-two days during the course of the preceding financial year but does not include -
|
A.
|
a person who has gone out of India or who stays outside India, in either case -
|
1.
|
for or on taking up employment outside India, or
|
2.
|
for carrying on a business or vocation outside India, or
|
3.
|
for any other purpose, in such circumstances as would indicate his intention to stay outside India for an uncertain period; or
|
B.
|
a person who has come to or stays in India, in either case, otherwise than -
|
1.
|
for or on taking up employment in India, or
|
2.
|
for carrying on in India a business or vocation in India, or
|
3.
|
for any other purpose, in such circumstances as would indicate his intention to stay in India for an uncertain period.
|
a.
|
from this Agreement, investor questionnaires or other forms that Director submits to the Company or contracts that Director enters into with the Company;
|
b.
|
from Director's transactions with the Company, the Company's affiliates and service providers;
|
c.
|
from Director's service records with the Company; and
|
d.
|
from meetings, telephone conversations and other communications with Director.
|
a.
|
financial service providers, such as broker-dealers, custodians, banks and others used to finance or facilitate transactions by, or operations of, the Plan;
|
b.
|
other service providers to the Plan, such as accounting, legal, or tax preparation services;
|
c.
|
regulatory authorities; and
|
d.
|
transfer agents, portfolio companies, brokerage firms and the like, in connection with distributions to Plan participants.
|
|
|
|
MARRIOTT INTERNATIONAL, INC.
|
|
DIRECTOR
|
|
|
|
|
|
<<PARTICIPANT NAME>>
|
Executive Vice President and Global Chief Human Resources Officer
|
|
Director Signature
|
(a)
|
Employee must continue to be an active employee of the Company (“Continuous Employment”);
|
(b)
|
Employee must refrain from Engaging in Competition (as defined in Section 2.25 of the Plan) without first having obtained the written consent thereto from the Company (“Non-competition”); and
|
(c)
|
Employee must refrain from committing any criminal offense or malicious tort relating to or against the Company or, as determined by the Committee in its discretion, engaging in willful acts or omissions or acts or omissions of gross negligence that are or potentially are injurious to the Company’s operations, financial condition or business reputation. (“No Improper Conduct”). The Company’s determination as to whether or not particular conduct constitutes Improper Conduct shall be conclusive.
|
(a)
|
In the event Employee’s Continuous Employment is terminated prior to the relevant Distribution Date on account of death, and if Employee had otherwise met the requirements of Continuous Employment, Non-competition and No Improper Conduct from the Grant Date through the date of such death, then Employee shall upon death be deemed to have fully satisfied all of the Conditions of Transfer in paragraph 5 and to have met the target level of performance with respect to the goal set forth in Appendix A, and Employee’s rights hereunder with respect to any
|
(b)
|
In the event Employee’s Continuous Employment is terminated prior to the Distribution Date on account of Employee’s Disability (as defined in Section 2.19 of the Plan), and if Employee had otherwise met the requirements of Continuous Employment, Non-competition and No Improper Conduct from the Grant Date through the date of such Disability termination, and provided that Employee continues to meet the requirements of Non-competition and No Improper Conduct, then Employee’s rights hereunder with respect to any outstanding Performance Share Units shall continue in the same manner as if Employee continued to meet the Continuous Employment requirement through the Distribution Date related to the Award.
|
(a)
|
from this Agreement, investor questionnaires or other forms that Employee submits to the Company or contracts that Employee enters into with the Company;
|
(b)
|
from Employee’s transactions with the Company, the Company’s affiliates and service providers;
|
(c)
|
from Employee’s employment records with the Company; and
|
(d)
|
from meetings, telephone conversations and other communications with Employee.
|
(a)
|
financial service providers, such as broker-dealers, custodians, banks and others used to finance or facilitate transactions by, or operations of, the Plan;
|
(b)
|
other service providers to the Plan, such as accounting, legal, or tax preparation services;
|
(c)
|
regulatory authorities; and
|
(d)
|
transfer agents, portfolio companies, brokerage firms and the like, in connection with distributions to Plan participants.
|
|
|
|
MARRIOTT INTERNATIONAL, INC.
|
|
EMPLOYEE
|
|
|
|
|
|
<<PARTICIPANT NAME>>
|
Executive Vice President and Global Human Resources Officer
|
|
Signed Electronically
|
Performance Measure
|
Accomplishment
vs. Target
|
% of Target Units Earned*
|
|
|
|
i.
|
a person residing in India for more than one hundred and eighty-two days during the course of the
|
1.
|
for or on taking up employment outside India, or
|
2.
|
for carrying on a business or vocation outside India, or
|
3.
|
for any other purpose, in such circumstances as would indicate his intention to stay outside India for an uncertain period; or
|
1.
|
for or on taking up employment in India, or
|
2.
|
for carrying on in India a business or vocation in India, or
|
3.
|
for any other purpose, in such circumstances as would indicate his intention to stay in India for an uncertain period.
|
2.
|
Effective for Restricted Stock Unit awards granted on and after February 21, 2017 (and notwithstanding the terms of the applicable Agreement (as defined in the Plan)), new subsections (c) and (d) are hereby added to Section 7.2 of the Plan to read as follows:
|
|
|
Fiscal Year
|
||||||||||||||||||
($ in millions, except ratio)
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Income from continuing operations before income taxes
|
|
$
|
2,836
|
|
|
$
|
1,184
|
|
|
$
|
1,255
|
|
|
$
|
1,088
|
|
|
$
|
897
|
|
(Income) loss related to equity method investees
|
|
(39
|
)
|
|
(10
|
)
|
|
(16
|
)
|
|
(6
|
)
|
|
5
|
|
|||||
|
|
2,797
|
|
|
1,174
|
|
|
1,239
|
|
|
1,082
|
|
|
902
|
|
|||||
Add/(deduct):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges
|
|
363
|
|
|
292
|
|
|
228
|
|
|
202
|
|
|
212
|
|
|||||
Interest capitalized
|
|
(1
|
)
|
|
(1
|
)
|
|
(9
|
)
|
|
(33
|
)
|
|
(32
|
)
|
|||||
Distributed income of equity method investees
|
|
32
|
|
|
29
|
|
|
5
|
|
|
6
|
|
|
8
|
|
|||||
Earnings attributable to Marriott available for fixed charges
|
|
$
|
3,191
|
|
|
$
|
1,494
|
|
|
$
|
1,463
|
|
|
$
|
1,257
|
|
|
$
|
1,090
|
|
Fixed charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expensed and capitalized
(1)
|
|
$
|
289
|
|
|
$
|
235
|
|
|
$
|
176
|
|
|
$
|
148
|
|
|
$
|
152
|
|
Estimate of interest within rent expense
|
|
74
|
|
|
57
|
|
|
52
|
|
|
54
|
|
|
60
|
|
|||||
Total fixed charges
|
|
$
|
363
|
|
|
$
|
292
|
|
|
$
|
228
|
|
|
$
|
202
|
|
|
$
|
212
|
|
Ratio of earnings attributable to fixed charges
|
|
8.8
|
|
|
5.1
|
|
|
6.4
|
|
|
6.2
|
|
|
5.1
|
|
(1)
|
“Interest expensed and capitalized” includes amortized premiums, discounts, and capitalized expenses related to indebtedness.
|
Entity Name
|
Jurisdiction of Incorporation
|
1367357 Alberta ULC
|
Canada
|
14 East Fifty-Fifth Air Parcel, LLC
|
Delaware
|
14 East Fifty-Fifth Street New York LLC
|
Delaware
|
1567 Broadway Condominium
|
New York
|
1640054 Alberta ULC
|
Canada
|
225 Liquor Licensee LLC
|
New Jersey
|
315 East Dean Street Aspen LLC
|
Delaware
|
333 International, Inc.
|
Delaware
|
3387 Lenox road LLC
|
Delaware
|
520 Canal Street LP
|
Louisiana
|
6106 East Camelback LLC
|
Delaware
|
697 Fifth Avenue New York LLC
|
Delaware
|
909 North Michigan Avenue Corporation
|
Delaware
|
9701 Collins Avenue, LLC
|
Delaware
|
Aberdeen Hotel Limited
|
Jersey, Channel Isla
|
AC Management Company of USA, Inc.
|
Delaware
|
ACHM Gerenciamento Internacional de Hoteis do Brasil Ltda.
|
Brazil
|
ACHM Global Hospitality Licensing S.àr.l.
|
Luxembourg
|
ACHM International Management Company (French Branch)
|
France
|
ACHM International Management Company S.a.r.l. (Panama Branch)
|
Panama
|
ACHM International Management Company S.àr.l.
|
Luxembourg
|
ACHM Spain Management S.L.
|
Spain
|
Adamar International Lodging, Ltd.
|
Bermuda
|
Administracion de Empresas Starwood S de RL de C.V.
|
Mexico
|
Aeropuerto Shareholder, Inc.
|
Delaware
|
Aloft Hotel Management, Inc.
|
Delaware
|
Aloft International Hotel Management, Inc.
|
Delaware
|
Alpha Steam Acquisition, LLC
|
Delaware
|
Alphaventure Music Publishing Corp.
|
New York
|
Alstar Operating LLC
|
New York
|
Alstar Realty LLC
|
New York
|
AP Arabella (Pty) Ltd
|
South Africa
|
AP Mount Grace (Pty) Limited
|
South Africa
|
Atlanta Acquisition LLC
|
Delaware
|
Atlanta TPP LLC
|
Delaware
|
Bal Harbour Hotel LLC
|
Delaware
|
Baltic Investment Company, LLC
|
New Jersey
|
Baltimore Marriott Inner Harbor, L.L.C.
|
Delaware
|
Barton Limited
|
Fiji
|
BCN Hotel Management Company, S.L.
|
Spain
|
Berlin Marriott Hotelmanagement GmbH
|
Germany
|
Betaventure Music Publishing Corp.
|
New York
|
Blue Marble Co., Inc.
|
Delaware
|
Entity Name
|
Jurisdiction of Incorporation
|
Boston Convention Assoc. LLC
|
Delaware
|
Bulgari Hotels and Resorts Milano, S.r.l.
|
Italy
|
Caledonia Development & Management N.V.
|
Aruba
|
Caledonia Properties N.V.
|
Aruba
|
Camelback Country Club, Inc. (d/b/a Camelback Golf Club)
|
Arizona
|
Camelback Properties Inn, Inc.
|
Delaware
|
Canal Street Holdings, Inc.
|
Delaware
|
Capitol Employment Services, LLC
|
Delaware
|
Carpstar/Jordan Devlpmnt LLC
|
Delaware
|
CBM Annex, Inc.
|
Delaware
|
Centerline Georgia Investor LLC
|
Delaware
|
Charleston Marriott, LLC
|
Delaware
|
Chesham Hotels
|
Liechtenstein
|
Cheshunt Hotel Operating Company Limited (joint venture)
|
United Kingdom
|
Chicago Hotel Services, LLC
|
Delaware
|
CIGA Gestioni SRL
|
Italy
|
CIGA Hotels GmbH
|
Austria
|
CIGA Immobillare B.V.
|
Netherlands
|
CIGA International Management B.V.
|
Netherlands
|
CIGA SRL
|
Italy
|
Cigahotels Espana SL
|
Spain
|
City Center Annex Tenant Corporation
|
Delaware
|
Cologne MH Operating Company GmbH
|
Germany
|
Columbia Courtyard, Inc.
|
Maryland
|
Companhia Palmares Hoteis E. Turismo S.A.
|
Brazil
|
Corporate General, Inc.
|
Delaware
|
Courtyard Management Corporation
|
Delaware
|
CS&M associates
|
Louisiana
|
CTYD III Corporation
|
Delaware
|
Culinary Concepts (Abu Dhabi) LLC
|
Delaware
|
Culinary Concepts (Atlanta Buckhead) LLC
|
Delaware
|
Culinary Concepts (Atlanta Midtown) LLC
|
Delaware
|
Culinary Concepts (Bal Harbour) LLC
|
Delaware
|
Culinary Concepts (BB Puerto Rico) LLC
|
Delaware
|
Culinary Concepts (Boston) LLC
|
Delaware
|
Culinary Concepts (Cairo) LLC
|
Delaware
|
Culinary Concepts (Doha) LLC
|
Delaware
|
Culinary Concepts (Dubai) LLC
|
Delaware
|
Culinary Concepts (Leicester Square) Ltd.
|
United Kingdom
|
Culinary Concepts (Mexico City) LLC
|
Delaware
|
Culinary Concepts (Park City) LLC
|
Delaware
|
Culinary Concepts (Phoenician) LLC
|
Delaware
|
Culinary Concepts (Princeville) LLC
|
Delaware
|
Culinary Concepts (Vancouver) LLC
|
Delaware
|
Culinary Concepts (Washington) LLC
|
Delaware
|
Entity Name
|
Jurisdiction of Incorporation
|
Culinary Concepts Hospitality Group, LLC
|
New York
|
Culinary Concepts Torre Libertad, S. de R.L. de C.V.
|
Mexico
|
CWT Savannah Club, LLC
|
Delaware
|
CWT Savannah Holdings, LLC
|
Delaware
|
CWT Savannah Hotel, LLC
|
Delaware
|
CY Paris Gare de Lyon Bercy SAS
|
France
|
Delta Hotels Services Limited
|
Canada
|
Design Hotels AG
|
Germany
|
Design Hotels Ltd
|
United Kingdom
|
Destination Services of Scottsdale LLC
|
Delaware
|
Detroit CY, LLC.
|
Delaware
|
Detroit Hotel Services, LLC
|
Delaware
|
Detroit MHS, LLC
|
Delaware
|
Detroit Starwood, LLC
|
Delaware
|
Dominican Hotels (B.V.I.) Ltd.
|
Virgin Islands - BR
|
Dubbo Limited
|
Fiji
|
Edison Hotel Associates LP
|
New Jersey
|
Edison TPP LLC
|
Delaware
|
EDITION Management LLC
|
Delaware
|
Elan Hotel Beverage Corporation
|
Texas
|
Empresa de Servicios Reforma 325, S. de R.L. de C.V.
|
Mexico
|
Emstar Operating LLC
|
New York
|
Emstar Realty LLC
|
New York
|
ENA Hotel Holding Company Pvt Ltd
|
Maldives
|
Essex House Condominium Corporation
|
Delaware
|
F. L. Insurance Corporation
|
Hawaii
|
Fairfield FMC, LLC
|
Delaware
|
Farleigh Limited
|
Fiji
|
Fifth Avenue Hotel Suites, LLC
|
Delaware
|
Fiji Cayman Holdings
|
Cayman Islands
|
FOH Holdco, LLC
|
Delaware
|
Franchise and License (Canadian) Ops Limited Partnership
|
Canada
|
Franchise System Holdings, Inc.
|
Delaware
|
Frankfurt Marriott Hotelmanagement GmbH
|
Germany
|
Frankfurt RH Operating Company GmbH
|
Germany
|
French Quarter TPP LLC
|
Delaware
|
Galaxy Hotel Systems LLC
|
Delaware
|
Gambits, A Nonprofit Corporation (Incorporated Club)
|
Utah
|
Gateway Beverages, Inc.
|
Texas
|
Geyex International NV
|
Curacao
|
GH Hotel Operating Company Limited
|
United Kingdom
|
Global Connextions LLC
|
Delaware
|
Global Hospitality Licensing S.A.R.L
|
Luxembourg
|
Global Hospitality Licensing S.àr.l. (Tax Registration)
|
Macau
|
Granton International, Ltd.
|
Virgin Islands - BR
|
Entity Name
|
Jurisdiction of Incorporation
|
Graz Marriott Hotelmanagement GmbH
|
Austria
|
Guangzhou Gingerroot Information Technology Co.. Ltd
|
China
|
Guangzhou Starwood Customer Contact Centre Co., Ltd.
|
China
|
Hamburg Marriott Hotelmanagement GmbH
|
Germany
|
Headquarters Hotel Management, LLC
|
New Jersey
|
Heidelberg Marriott Hotelmanagement GmbH
|
Germany
|
Horton Plaza TPP LLC
|
Delaware
|
Hospitality International, Inc.
|
Texas
|
Host Restaurants, Inc.
|
Delaware
|
Hot Finance Luxembourg SARL
|
Luxembourg
|
HOT Finance Luxembourg, LLC
|
Delaware
|
HOT Global Holdings SCS
|
Luxembourg
|
HOT International Finance SARL
|
Luxembourg
|
HOT International Holding S.A.R.L., Luxembourg, Zurich Branch
|
Switzerland
|
HOT International Holding SARL
|
Luxembourg
|
HOT Luxembourg Holding SARL
|
Luxembourg
|
HOT Ventures LLC
|
Delaware
|
Hotel Gym Ventures, LLC
|
Delaware
|
Hotel Investors of Michigan, Inc.
|
Michigan
|
Hotel Investors of Nebraska, Inc.
|
Nebraska
|
Hoteles Sheraton de Argentina SAC
|
Argentina
|
Hoteles Sheraton del Peru SA
|
Peru
|
Hoteles Sheraton, S. de R.L. de C.V.
|
Mexico
|
Houston Galleria TPP LLC
|
Delaware
|
Houston Oaks TPP LLC
|
Delaware
|
Hudson Sheraton Corporation LLC
|
Delaware
|
Hunt Valley Courtyard, Inc.
|
Delaware
|
IDF Enterprises LLC
|
Delaware
|
International Hotel Licensing Company S.à r.l. Luxembourg, Zurich Branch
|
Switzerland
|
International Hotel Licensing Company S.àr.l.
|
Luxembourg
|
International Luxury Hotels (Singapore) Pte. Limited
|
Singapore
|
Inversiones ECA, S.A. de C.V.
|
Mexico
|
JG's Vancouver Market, Inc.
|
Canada
|
Kansas Hospitality Services, Inc.
|
Kansas
|
KB Hotel Operator Inc.
|
Hawaii
|
KW Beach Suites Limited Partnership
|
Florida
|
LAX Properties, LLC
|
Delaware
|
Le Centre Sheraton Limited Partnership
|
Canada
|
Leipzig Marriott Hotelmanagement GmbH
|
Germany
|
LF, South Beach, LLC
|
Delaware
|
LHI Rwanda Ltd
|
Rwanda
|
LHI(Myanmar) Co., Ltd
|
Myanmar
|
Limited Liability Company "CYBM Voznesenkiy Hotel Leasing"
|
Russia
|
Limited Liability Company "Renaissance Samara Hotel Leasing"
|
Russia
|
Limited Liability Company "Renaissance St. Petersburg Hotel Leasing"
|
Russia
|
Entity Name
|
Jurisdiction of Incorporation
|
Limited Liability Company "St. Petersburg CY Hotel Leasing"
|
Russia
|
Limited Liability Company MHR Nizhny Novgorod Hotel Management
|
Russia
|
LM IPCO (Italy) LLC
|
Delaware
|
Lottco I, LLC
|
Delaware
|
Lottco II, LLC
|
Delaware
|
Lux International Hotels N.V.
|
Curacao
|
Luxury Canada ULC
|
Canada
|
Luxury China Hotels Limited
|
Hong Kong
|
Luxury China Hotels Limited (China Registration)
|
China
|
Luxury Finance, LLC
|
Delaware
|
Luxury Holding of Luxembourg S.àr.l.
|
Luxembourg
|
Luxury Hotel Leasing South Africa (Pty) Ltd (f/k/a PH Hunters Rest (Pty) Ltd)
|
South Africa
|
Luxury Hotel Management of Bolivia
|
Bolivia
|
Luxury Hotel Management of Czech Republic s.r.o.
|
Czech Republic
|
Luxury Hotels & Resorts (Thailand) Limited
|
Thailand
|
Luxury Hotels (Barbados) Limited
|
Barbados
|
Luxury Hotels (China) International Management of Hong Kong Limited
|
Hong Kong
|
Luxury Hotels (China) International Management of Hong Kong Limited (China Registration)
|
China
|
Luxury Hotels Cape Town (Pty) Ltd
|
South Africa
|
Luxury Hotels Design & Construction Hong Kong Limited
|
Hong Kong
|
Luxury Hotels International (Gabon) SARL
|
Gabon
|
Luxury Hotels International Company of Jamaica Limited
|
Jamaica
|
Luxury Hotels International Design & Construction Services, Inc.
|
Delaware
|
Luxury Hotels International Lodging Ltd.
|
Bermuda
|
Luxury Hotels International Lodging Ltd. (Cayman Islands Branch)
|
Cayman Islands
|
Luxury Hotels International Managemenmt Company B.V. (Voronezh, Russia Branch)
|
Russia
|
Luxury Hotels International Management (Oman) LLC
|
Oman
|
Luxury Hotels International Management Austria GmbH
|
Austria
|
Luxury Hotels International Management Belgium SPRL
|
Belgium
|
Luxury Hotels International Management Company B.V.
|
Netherlands
|
Luxury Hotels International Management Company B.V. (Azerbaijan Branch)
|
Azerbaijan
|
Luxury Hotels International Management Company B.V. (Egypt Branch)
|
Egypt
|
Luxury Hotels International Management Company B.V. (El Salvador Branch)
|
El Salvador
|
Luxury Hotels International Management Company B.V. (Libya Branch)
|
Libya
|
Luxury Hotels International Management Company B.V. (Malaysia Branch)
|
Malaysia
|
Luxury Hotels International Management Company B.V. (Novosibirsk, Russian branch)
|
Russia
|
Luxury Hotels International Management Company B.V. (Portuguese Branch)
|
Portugal
|
Luxury Hotels International Management Company B.V. (Russian Branch)
|
Russia
|
Luxury Hotels International Management Italy Srl.
|
Italy
|
Luxury Hotels International Management Mexico, S.A. de C.V.
|
Mexico
|
Luxury Hotels International Management of Aruba N.V.
|
Aruba
|
Luxury Hotels International Management of Saudi Arabia Limited
|
Saudi Arabia
|
Luxury Hotels International Management S.A.S.
|
Colombia
|
Luxury Hotels International Management St. Kitts Limited
|
Saint Kitts and Nevis
|
Luxury Hotels International Management Switzerland GmbH
|
Switzerland
|
Entity Name
|
Jurisdiction of Incorporation
|
Luxury Hotels International of Canada, ULC
|
Canada
|
Luxury Hotels International of France SAS
|
France
|
Luxury Hotels International of Hong Kong Limited
|
Hong Kong
|
Luxury Hotels International of Hong Kong Limited (China Registration)
|
China
|
Luxury Hotels international of Hong Kong Limited (Macao Branch):
|
Macau
|
Luxury Hotels international of Hong Kong Limited (Tax Registration)
|
Macau
|
Luxury Hotels International of Japan, Inc.
|
Japan
|
Luxury Hotels International of Puerto Rico, Inc.
|
Puerto Rico
|
Luxury Hotels International of Spain S.L.U.
|
Spain
|
Luxury Hotels International OR Tambo (Pty) Ltd
|
South Africa
|
Luxury Hotels International Sales of Israel Ltd.
|
Israel
|
Luxury Hotels International Saudi Arabia Limited
|
Saudi Arabia
|
Luxury Hotels International South Africa (Pty) Ltd
|
South Africa
|
Luxury Hotels Intnerational Management (Bonaire) B.V.
|
Bonaire
|
Luxury Hotels Intnerational Management of Guatemala, S.A.
|
Guatemala
|
Luxury Hotels Irish Holding Company Limited
|
Ireland
|
Luxury Hotels Management (BVI) Limited
|
Virgin Islands - BR
|
Luxury Hotels Management (BVI) Limited (Guyana Branch)
|
Guyana
|
Luxury Hotels Management (BVI) Limited (Haiti Branch)
|
Haiti
|
Luxury Hotels Management (BVI) Limited Ogranak Beograd
|
Serbia, Republic of
|
Luxury Hotels Management (Ghana) Limited
|
Ghana
|
Luxury Hotels Management MEA Limited
|
United Arab Emirates
|
Luxury Hotels of Costa Rica Management, S.R.L.
|
Costa Rica
|
Luxury Hotels of Turks & Caicos Ltd
|
Turks and Caicos Isl
|
Luxury Hotels Poland sp. z o.o.
|
Poland
|
Luxury Hotels Uluslararasi Otel Isletmeciligi Limited Sirketi
|
Turkey
|
Luxury International Holdings of Canada, ULC
|
Canada
|
Luxury International Management Nigeria Limited
|
Nigeria
|
Luxury Lodging (Cambodia) Co.,Ltd
|
Cambodia
|
LUXURY MANAGEMENT COMPANY MACEDONIA DOOEL Skopje
|
Macedonia
|
Luxury Reservations Limited
|
Ireland
|
Luxury Singapore Holding Company Pte. Ltd
|
Singapore
|
Luxury Swiss Management Company GmbH
|
Switzerland
|
Luxury Swiss Management Company GmbH (Morocco Branch)
|
Morocco
|
Luxury Swiss Management Company GmbH, Ethiopia International Contracting Office
|
Ethiopia
|
Luxury Switzerland Holding Company GmbH
|
Switzerland
|
LuxuryHotels International of Ecuador Cia. Ltda.
|
Ecuador
|
M.H.S. Realty Sales, LLC
|
Delaware
|
Malta Regional Hospitality Licensing Limited
|
Malta
|
Manhattan Sheraton Corporation
|
New York
|
Mar Hoteis de Sao Paulo Ltda.
|
Brazil
|
Marquis Insurance Corporation
|
Hawaii
|
Marriott (Schweiz) GmbH
|
Switzerland
|
Marriott Acquisition 2002 Subsidiary, LLC
|
Delaware
|
Marriott Acquisition 2002, LLC
|
Delaware
|
Entity Name
|
Jurisdiction of Incorporation
|
Marriott Argentina Licensing Company S.A.
|
Argentina
|
Marriott Cayman Islands Licensing Company I, Ltd.
|
Cayman Islands
|
Marriott Cayman Islands Licensing Company II, Ltd.
|
Cayman Islands
|
Marriott Cayman Islands Licensing Company III, Ltd.
|
Cayman Islands
|
Marriott Cayman Islands Licensing Company IV, Ltd.
|
Cayman Islands
|
Marriott Cayman Islands Licensing Company VI, Ltd.
|
Cayman Islands
|
Marriott Cayman Islands Licensing Company VIII, Ltd.
|
Cayman Islands
|
Marriott Cayman Islands Licensing Company X, Ltd.
|
Cayman Islands
|
Marriott Chile Licensing Company Limitada
|
Chile
|
Marriott Chile S.A.
|
Chile
|
Marriott Claims Services Corporation
|
Texas
|
Marriott Crystal City Manager, LLC
|
Delaware
|
Marriott Curacao N.V.
|
Curacao
|
Marriott De Honduras, Sociedad de Responsabilidad Limitada
|
Honduras
|
Marriott Ecuador Licensing Company MLC S.A.
|
Ecuador
|
Marriott European Holdings Limited (joint venture)
|
Jersey, Channel Isla
|
Marriott European Hotel Operating Company Limited
|
United Kingdom
|
Marriott Fifth Avenue, LLC
|
Delaware
|
Marriott France Group Companies SAS
|
France
|
Marriott Hotel Holding GmbH
|
Germany
|
Marriott Hotel Maldives Private Limited
|
Maldives
|
Marriott Hotel Management Company (Virgin Islands), Inc.
|
Virgin Islands - US
|
Marriott Hotel Services Berlin GmbH
|
Germany
|
Marriott Hotel Services, Inc.
|
Delaware
|
Marriott Hotelmanagement Cologne GmbH
|
Germany
|
Marriott Hotelmanagement GmbH
|
Germany
|
Marriott Hotels and Catering (Holdings) Limited
|
United Kingdom
|
Marriott Hotels Denmark A/S
|
Denmark
|
Marriott Hotels Hellas, S.A.
|
Greece
|
Marriott Hotels India Private Limited
|
India
|
Marriott Hotels International B.V.
|
Netherlands
|
Marriott Hotels International B.V. (Armenia Branch)
|
Armenia
|
Marriott Hotels International B.V. (Caracas, Venezuela Branch)
|
Venezuela
|
Marriott Hotels International B.V. (China Registration)
|
China
|
Marriott Hotels International B.V. (Dominican Republic Branch)
|
Dominican Republic
|
Marriott Hotels International B.V. (Egypt Branch)
|
Egypt
|
Marriott Hotels International B.V. (Jordan Branch)
|
Jordan
|
Marriott Hotels International B.V. (Portugal Branch)
|
Portugal
|
Marriott Hotels International B.V. (Seoul MEA Branch)
|
South Korea
|
Marriott Hotels International B.V. (Seoul, South Korea Branch)
|
South Korea
|
Marriott Hotels International Limited
|
United Kingdom
|
Marriott Hotels International Limited (Belgium Branch)
|
Belgium
|
Marriott Hotels International Limited (French Branch - Liasion Office)
|
France
|
Marriott Hotels International Limited (Representative Office)
|
Spain
|
Marriott Hotels Limited
|
United Kingdom
|
Entity Name
|
Jurisdiction of Incorporation
|
Marriott Hotels Management France SAS
|
France
|
Marriott Hotels of Amsterdam, B.V.
|
Netherlands
|
Marriott Hotels, S.A. de C.V.
|
Mexico
|
Marriott Hurghada Management, Inc.
|
Delaware
|
Marriott Hurghada Management, Inc. (Egypt Branch)
|
Egypt
|
Marriott International Administrative Services, Inc.
|
Delaware
|
Marriott International Capital Corporation
|
Delaware
|
Marriott International Construction Services, Inc.
|
Delaware
|
Marriott International Design & Construction Services, Inc.
|
Delaware
|
Marriott International Design & Construction Services, Inc. (UK Establishment)
|
United Kingdom
|
Marriott International Finance Company B.V.
|
Netherlands
|
Marriott International Holding Company B.V., Bertrange, Zurich Branch
|
Switzerland
|
Marriott International Holding Company S.àr.l.
|
Luxembourg
|
Marriott International Hotels, Inc.
|
Maryland
|
Marriott International Hotels, Inc. (Argentina Branch)
|
Argentina
|
Marriott International Hotels, Inc. (Ecuador Branch)
|
Ecuador
|
Marriott International Hotels, Inc. (Lebanon Branch)
|
Lebanon
|
Marriott International Hotels, Inc. (Malaysia Branch)
|
Malaysia
|
Marriott International Hotels, Inc. (Philippine Branch)
|
Philippines
|
Marriott International Hotels, Inc. Maryland USA Sucursala Bucuresti Romania (Romanian Branch)
|
Romania
|
Marriott International JBS Corporation
|
Delaware
|
Marriott International Licensing Company B.V.
|
Netherlands
|
Marriott International Lodging N.V.
|
Curacao
|
Marriott International Management Company B.V.
|
Netherlands
|
Marriott International Management Company B.V. (Australian Branch)
|
Australia
|
Marriott International Management Company B.V. (Seoul Branch)
|
South Korea
|
Marriott International Management Company B.V., Dongdaemoon Branch
|
South Korea
|
Marriott International Management Company B.V., Namdaemun Branch
|
South Korea
|
Marriott International Management Company B.V., Seongnam Branch
|
South Korea
|
Marriott International Management Company BV (China Registration)
|
China
|
Marriott International Resorts, L. P.
|
Delaware
|
Marriott International Services, Ltd. (Panama Branch)
|
Panama
|
Marriott International, Inc.
|
Delaware
|
Marriott Inversiones y Servicios Limitada
|
Chile
|
Marriott Jamaica Licensing Company Limited
|
Jamaica
|
Marriott Magenta Holding Company, Inc.
|
Delaware
|
Marriott Market Street Hotel, Inc.
|
Delaware
|
Marriott Mexico City Partnership G.P.
|
Delaware
|
Marriott Mirage City Management, Inc.
|
Delaware
|
Marriott Novy Arbat Hotel Leasing
|
Russia
|
Marriott Oak Brook Hills Services, LLC
|
Delaware
|
Marriott P.R. Management Corporation
|
Delaware
|
Marriott Payroll Services, LLC
|
Delaware
|
Marriott Peru Licensing Company SAC
|
Peru
|
Marriott Peru S.A.C.
|
Peru
|
Entity Name
|
Jurisdiction of Incorporation
|
Marriott Properties (International) Limited
|
Hong Kong
|
Marriott Ranch Properties, Inc.
|
Delaware
|
Marriott Rewards Subsidiary, Inc.
|
Delaware
|
Marriott Rewards, Inc.
|
Delaware
|
Marriott Rewards, LLC
|
Arizona
|
Marriott RHG Acquisition B.V., Bertrange, Zurich Branch
|
Switzerland
|
Marriott RHG Acquisition S.àr.l.
|
Luxembourg
|
Marriott RHG Acquisition SARL
|
Netherlands
|
Marriott Senior Holding Co.
|
Delaware
|
Marriott Sharm El Sheikh Management (Egypt Branch) - Name Change Pending
|
Egypt
|
Marriott Sharm El Sheikh Management, Inc.
|
Delaware
|
Marriott Switzerland Licensing Company GmbH
|
Switzerland
|
Marriott Switzerland Licensing Company II S.ar.l
|
Switzerland
|
Marriott Switzerland Licensing Company S.ar.l (St. Kitts & Nevis branch)
|
Saint Kitts and Nevis
|
Marriott Trinidad & Tobago Limited
|
Trinidad and Tobago
|
Marriott Two Flags Member LLC
|
Delaware
|
Marriott Two Flags, LP
|
Delaware
|
Marriott U.S. Virgin Islands Licensinc Company LLC
|
Virgin Islands - US
|
Marriott UK Group Company Limited
|
United Kingdom
|
Marriott UK Management Company Limited
|
United Kingdom
|
Marriott Worldwide Corporation
|
Maryland
|
Marriott Worldwide Corporation (Jordan Branch)
|
Jordan
|
Marriott Worldwide Payroll, LLC
|
Delaware
|
Marriott Worldwide Reservation Services, LLC
|
Delaware
|
Marriott's Greenbelt Hotel Services, Inc.
|
Delaware
|
Mars Merger Sub, Inc.
|
Maryland
|
Mars Merger Sub, LLC
|
Delaware
|
MC Lodging Investment Opportunities, Inc.
|
Delaware
|
Meridien India I LLC
|
Delaware
|
Meridien India II LLC
|
Delaware
|
Meridien SAS
|
France
|
Meridien SAS - Egypt Branch
|
Egypt
|
MHS Guam, Inc.
|
Delaware
|
MHSFR II, LLC
|
Delaware
|
MHSFR, LLC
|
Delaware
|
MHSI Conference Centers of Texas, Inc.
|
Texas
|
MHSI Hawaii, LLC
|
Delaware
|
MI CBM Investor LLC
|
Delaware
|
MI Finance Company
|
Delaware
|
MI Fulfillment Services, LLC
|
Maryland
|
MI Georgia Credits, LLC
|
Delaware
|
MI Holding, L. P.
|
Delaware
|
MI Hotels of Las Vegas, Inc.
|
Nevada
|
MI Member, LLC
|
Delaware
|
MI NY Clock Tower, LLC
|
Delaware
|
Entity Name
|
Jurisdiction of Incorporation
|
MI Procurement Holdings, LLC
|
Delaware
|
MI Tenant LLC
|
Delaware
|
MI TH4 INVESTOR, LLC
|
Delaware
|
MICC (California), LLC
|
Delaware
|
MICC SPE I Corp.
|
Delaware
|
Midnight Lakeshore, LLC
|
Delaware
|
Midnight Mexico, LLC
|
Delaware
|
Midnight Midland LLC
|
Delaware
|
Midnight Oil Company, LLC
|
Delaware
|
Midnight Sky, L.L.C.
|
Delaware
|
Midnight Square, LLC
|
Delaware
|
Midnight Star, L.L.C.
|
Delaware
|
MIF, L.L.C.
|
Delaware
|
MII Conference Center, Inc.
|
Maryland
|
Minneapolis TPP LLC
|
Delaware
|
Mission Hills Timeshare LLC
|
Delaware
|
MRC I Funding, LLC
|
Delaware
|
MTS Holdco, L.P.
|
Delaware
|
Munich CY Schwanthaler Operating Company GmbH
|
Germany
|
Nashua TPP LLC
|
Delaware
|
New Orleans TPP LLC
|
Delaware
|
North Dallas Holding Co.
|
Delaware
|
North Dallas Hotel Company
|
Delaware
|
North Wharf Restaurant (Pty) Ltd
|
South Africa
|
Operadora Marriott, S.A. de C.V.
|
Mexico
|
Osaka St. Regis Co. Ltd.
|
Japan
|
P.T. Indo Pacific Sheraton
|
Indonesia
|
P.T. Luxury Hotels International Indonesia
|
Indonesia
|
P.T. Marriott International Indonesia
|
Indonesia
|
P.T. Ritz-Carlton Indonesia
|
Indonesia
|
Park Ridge Hotel Associates L.P.
|
Delaware
|
Park Ridge TPP LLC
|
Delaware
|
Permanent Establishment of Luxury Hotels International Management Company B.V.
|
Ukraine
|
PH Edward (Pty) Ltd
|
South Africa
|
PH F and I Cape Town (Pty) Ltd
|
South Africa
|
PH Hazy View (Pty) Ltd
|
South Africa
|
PH Marine (Pty) Ltd
|
South Africa
|
PH Roodepoort (Pty) Ltd
|
South Africa
|
PH Victoria Junction (Pty) Ltd
|
South Africa
|
Philadelphia Airport TPP I LLC
|
Delaware
|
Philadelphia Airport TPP II LLC
|
Delaware
|
Plan One (Pty) Ltd
|
South Africa
|
Post Oak Westin Hotel Realty LLC
|
Delaware
|
Preferred Guest, Inc.
|
Delaware
|
Procurement International (Pty) Limited
|
South Africa
|
Entity Name
|
Jurisdiction of Incorporation
|
Protea Hotels (International) Limited
|
United Kingdom
|
Protea Hotels and Inns (Pty) Limited
|
South Africa
|
Protea Hotels Empowerment Consortium (Pty) Ltd
|
South Africa
|
Protea Hotels Empowerment Initiative (Pty) Ltd
|
South Africa
|
Protea Hotels International Mauritius (joint venture)
|
Mauritius
|
Protea Hotels International Nigeria Limited
|
Nigeria
|
Prudential HEI Joint Venture
|
Georgia
|
PT Starwood Meridien Indonesia
|
Indonesia
|
Punta Mita Holding Company, S. de R.L. de C.V.
|
Mexico
|
Radio Corporation of Cuba
|
Cuba
|
Ramasia International Limited
|
Virgin Islands - BR
|
Ramcap SAS
|
France
|
RC Hotel Holding Company Limited
|
Virgin Islands - BR
|
RC Hotel Holding Company Limited (Cayman Islands Branch)
|
Cayman Islands
|
RC Marriott II, Inc.
|
Delaware
|
RC Marriott III, Inc.
|
Delaware
|
RC Marriott, Inc.
|
Delaware
|
RC Paradise Valley Development, LLC
|
Delaware
|
RC Rose Holding Company Limited
|
Virgin Islands - BR
|
RC Rose Island Hotel Company Limited
|
Bahamas
|
RC-UK, Inc.
|
Delaware
|
REN Boston Hotel Management LLC
|
Delaware
|
REN Boston LP
|
Delaware
|
REN Boston Waterfront Hotel, LLC
|
Delaware
|
Renaissance Cleveland Hotel, LLC
|
Delaware
|
Renaissance Cleveland IOSA, LLC
|
Delaware
|
Renaissance do Brasil Hoteleria Ltda.
|
Brazil
|
Renaissance do Brasil Hoteleria Ltda. (Brazil Branch)
|
Brazil
|
Renaissance do Brasil Hoteleria Ltda. (Recife Branch)
|
Brazil
|
Renaissance do Brasil Hoteleria Ltda. (Sao Paulo Branch)
|
Brazil
|
Renaissance Dusseldorf Hotelmanagement GmbH
|
Germany
|
Renaissance Hamburg Hotelmanagement GmbH
|
Germany
|
Renaissance Hollywood Payroll Company, LLC
|
Delaware
|
Renaissance Hotel Holdings, Inc.
|
Delaware
|
Renaissance Hotel Management Company, LLC
|
Delaware
|
Renaissance Hotel Operating Company
|
Delaware
|
Renaissance Hotels International B.V.
|
Netherlands
|
Renaissance Hotels International B.V. (Kazakhstan Branch)
|
Kazakhstan
|
Renaissance Hotels International BV (China Registration)
|
China
|
Renaissance Hotels International Corporation Limited
|
Virgin Islands - BR
|
Renaissance Hotels International Corporation Limited (Malaysia Branch)
|
Malaysia
|
Renaissance Hotels International Corporation Limited (Philippine Branch)
|
Philippines
|
Renaissance Hotels International Management Belgium SPRL
|
Belgium
|
Renaissance Hotels Marketing Services Limited
|
Virgin Islands - BR
|
Renaissance International Lodging Ltd.
|
Bermuda
|
Entity Name
|
Jurisdiction of Incorporation
|
Renaissance International Lodging N.V.
|
Curacao
|
Renaissance International Management Company B.V.
|
Netherlands
|
Renaissance International Management Company BV (China Registration)
|
China
|
Renaissance International, Inc.
|
Delaware
|
Renaissance Le Parc SAS
|
France
|
Renaissance Oakbrook Hotel, LLC
|
Delaware
|
Renaissance Services B.V.
|
Netherlands
|
Renaissance Services B.V. (Bahrain Representative Office)
|
Bahrain
|
Renaissance Services B.V. (Dubai Branch)
|
United Arab Emirates
|
Renaissance Services B.V. (Malaysia Branch)
|
Malaysia
|
Renaissance Services B.V. (Representative Office in Egypt)
|
Egypt
|
Renaissance Services B.V. (South Korea Branch - Liaison Office)
|
South Korea
|
Renaissance Special Purposes B.V.
|
Netherlands
|
Renaissance St. Louis Grand, LLC
|
Delaware
|
Renaissance St. Louis Suites, LLC
|
Delaware
|
Residence Inn by Marriott, LLC
|
Delaware
|
RG Holdings LLC
|
Delaware
|
RHG Holding N.V.
|
Curacao
|
RHG Investments, LLC
|
Delaware
|
RHIL Limited
|
Hong Kong
|
RHOC Consolidation, LLC
|
Delaware
|
RI BWI Airport, L.L.C.
|
Delaware
|
Rio Hotel Brasil Empreendimentos Imobiliários Ltda.
|
Brazil
|
Ritz-Carlton (Virgin Islands), Inc.
|
Delaware
|
Rockville Hotel Associates LLC
|
Delaware
|
Roissy CYBM SAS
|
France
|
Ronevsorg Hotel Operating Company Limited
|
United Kingdom
|
Rylestone Ltd
|
Fiji
|
S Collection, Inc.
|
Delaware
|
Sabrina Operators, Inc.
|
Wisconsin
|
SAMHI JV Business Hotels Pvt. Ltd. - (a joint venture)
|
India
|
San Diego Sheraton LLC
|
Delaware
|
San Fernando Sheraton Corporation
|
Delaware
|
San Francisco TPP II LLC
|
Delaware
|
SAPHRPL Hong Kong Branch
|
Hong Kong
|
SAPHRPL India Branch
|
India
|
SAPHRPL Macau Branch
|
Macau
|
SAPHRPL Maldives Branch
|
Maldives
|
SC Orlando, L.L.C.
|
Delaware
|
Schaumberg/Oakbrook Marriott Hotels, LLC
|
Delaware
|
Scoops, Inc.
|
Kansas
|
Seattle Management Corporation
|
Delaware
|
Seattle Union St. Assoc. LLP
|
Washington
|
Senior Living Limited Partnership
|
Delaware
|
Servicios Culinary Concepts, S. de R.L. de C.V.
|
Mexico
|
Entity Name
|
Jurisdiction of Incorporation
|
Servicios Hoteleros Starwood Ltd (Chile)
|
Chile
|
Seville Acquisition, LLC
|
Delaware
|
SF Museum Tower LLC
|
Delaware
|
Shanghai Gingerroot Enterprise Management Co., Ltd
|
China
|
Shanghai Gingerroot Hotel Management Co., Ltd
|
China
|
Shanghai Gingerroot Hotel Management Co., Ltd., Beijing Branch
|
China
|
Shanghai Gingerroot Hotel Management Co., Ltd., Guangzhou Branch
|
China
|
Sheraton (Bermuda) Limited
|
Bermuda
|
Sheraton Asia-Pacific Corporation
|
Delaware
|
Sheraton Beijing LLC
|
Delaware
|
Sheraton Centre Toronto Limited Partnership
|
Canada
|
Sheraton Crescent LLC
|
Delaware
|
Sheraton de Venezuela CA
|
Venezuela
|
Sheraton Florida LLC
|
Delaware
|
Sheraton Forty-Five Park LLC
|
Delaware
|
Sheraton Franquicias E Servicios Hoteleros Ltda
|
Brazil
|
Sheraton Gaming (Peru) LLC
|
Delaware
|
Sheraton Gaming Corporation
|
Nevada
|
Sheraton Gateway Limited Partnership
|
Canada
|
Sheraton Hawaii Hotels Corporation
|
Hawaii
|
Sheraton Hotels (England) Ltd.
|
United Kingdom
|
Sheraton Hotels (UK) Plc
|
United Kingdom
|
Sheraton Intercontinental Ltd
|
Bahamas
|
Sheraton Intercontinental Ltd. - Israel Branch
|
Israel
|
Sheraton International (Hong Kong) Ltd
|
Hong Kong
|
Sheraton International de Mexico LLC
|
Delaware
|
Sheraton International GmbH
|
Austria
|
Sheraton International IP, LLC
|
Delaware
|
Sheraton International, LLC
|
Delaware
|
Sheraton IPCO (Italy) LLC
|
Delaware
|
Sheraton Key West LLC
|
Delaware
|
Sheraton License Company Russia, Inc.
|
Delaware
|
Sheraton License Operating Company, LLC
|
Delaware
|
Sheraton Management Co Ltd Bahamas
|
Bahamas
|
Sheraton Management GmbH
|
Germany
|
Sheraton Management LLC - UK Branch
|
United Kingdom
|
Sheraton Management LLC - UK Branch
|
United Kingdom
|
Sheraton Management, LLC
|
Delaware
|
Sheraton Miami LLC
|
Delaware
|
Sheraton Middle East Management LLC
|
Delaware
|
Sheraton New Jersey Corporation
|
New Jersey
|
Sheraton New York LLC
|
Delaware
|
Sheraton on the Park Pty. Ltd
|
Australia
|
Sheraton Operating Corporation
|
Delaware
|
Sheraton Overseas Company, Ltd
|
Bahamas
|
Entity Name
|
Jurisdiction of Incorporation
|
Sheraton Overseas Company, Ltd - Egypt Branch
|
Egypt
|
Sheraton Overseas Management Corporation
|
Delaware
|
Sheraton Overseas Technical Services LLC
|
Delaware
|
Sheraton Peachtree LLC
|
Delaware
|
Sheraton Philippines Corporation
|
Philippines
|
Sheraton Puerto Rico Management LLC
|
Delaware
|
Sheraton San Antonio Holdings LLC
|
Nevada
|
Sheraton SGC Sub Corporation
|
Delaware
|
Sheraton Suites LLC
|
Delaware
|
Sheraton Texas LLC
|
Delaware
|
Sheraton Vermont Corporation
|
Vermont
|
Sheraton West Houston Beverage, LLC
|
Texas
|
SII Real Estate Holdings, Inc.
|
Delaware
|
SJMEC, Inc.
|
California
|
SJMFB, LLC
|
California
|
SLC Acquisition LLC
|
Delaware
|
SLC Atlanta LLC
|
Delaware
|
SLC Indianapolis LLC
|
Delaware
|
SLC Management LLC
|
Delaware
|
SLC Mexico LLC
|
Delaware
|
SLC Operating Limited Partnership
|
Delaware
|
SLT Minneapolis LLC
|
Delaware
|
SLT New Orleans L.L.C.
|
Delaware
|
SLT Westwood Realty LLC
|
Delaware
|
Socho, S.A.
|
Argentina
|
Societe des Hotels Meridien SAS
|
France
|
SOMC Argentina Branch
|
Argentina
|
SOMC Morocco Branch
|
Morocco
|
SOMC Thailand Branch
|
Thailand
|
SOMC Tunis Branch
|
Tunisia
|
South Portland TPP LLC
|
Delaware
|
SPG Holding, Inc.
|
Arizona
|
Spice Market Holdings, Inc.
|
Delaware
|
Spice Market NY, LLC
|
New York
|
SPRINGHILL SMC, LLC
|
Delaware
|
Square 369 Hotel Associates, LLC
|
Delaware
|
SRH Chicago LLC
|
Illinois
|
St. Francis Hotel Corporation
|
Delaware
|
St. Regis New York Holdings LLC
|
Delaware
|
St. Regis New York Operating LLC
|
Delaware
|
St. Regis San Francisco Hotel LLC
|
Delaware
|
St. Regis Sheraton LLC
|
Delaware
|
Star Real Estate Licensing LLC
|
Delaware
|
Starwood (M) France Holdings SAS
|
France
|
Starwood (M) Hotels Holding Corporation
|
Delaware
|
Entity Name
|
Jurisdiction of Incorporation
|
Starwood (M) International Inc.
|
Delaware
|
Starwood (M) International Inc. Dubai Branch
|
Dubai, UAE
|
Starwood (M) International Inc.(Moscow Branch)
|
Russia
|
Starwood (M) Middle East I, LLC
|
Delaware
|
Starwood (M) Middle East II, LLC
|
Delaware
|
Starwood (M) Services Company, Inc.
|
Delaware
|
Starwood (Ukraine) Management Company, Inc.
|
Delaware
|
Starwood AFIO & Brussels GSO BVBA
|
Belgium
|
Starwood AFIO & Brussels GSO BVBA, Dubai Branch
|
Dubai, UAE
|
Starwood Alfonso XIII Hotel Company, S.L.U.
|
Spain
|
Starwood Asia Pacific Hotels & Resorts Pte Ltd
|
Singapore
|
Starwood Aspen Realty LLC
|
Delaware
|
Starwood Assoc Rlf Fund Inc
|
Delaware
|
Starwood Atlanta Colony Square Realty LLC
|
Delaware
|
Starwood Atlanta LLC
|
Delaware
|
Starwood Atlantic LLC
|
Delaware
|
Starwood Australia Hotels Pty Ltd
|
Australia
|
Starwood BPP Holdings LLC
|
Delaware
|
Starwood Canada ULC
|
Canada
|
Starwood Cayman Holdings
|
Cayman Islands
|
Starwood Centralised Services Pty Ltd
|
Australia
|
Starwood Checkmate Holdings LLC
|
Delaware
|
Starwood Chicago City Center Realty LLC
|
Delaware
|
Starwood Chicago Lakeshore Realty LLC
|
Delaware
|
Starwood Chicago Special Manager I, LLC
|
Delaware
|
Starwood Chicago Special Manager II, LLC
|
Delaware
|
Starwood Chicago Tremont Realty LLC
|
Delaware
|
Starwood Chile Holdings, S.A.
|
Chile
|
Starwood China Holdings PTE Ltd.
|
Singapore
|
Starwood CMBS I LLC
|
Delaware
|
Starwood CMBS II LLC
|
Delaware
|
Starwood Customer Contact Centre (AP) PTE Ltd.
|
Singapore
|
Starwood Development Consulting Services (AP) PTE Ltd.
|
Singapore
|
Starwood EAME Holdings SARL
|
Luxembourg
|
Starwood EAME License and Services Company BVBA
|
Belgium
|
Starwood EAME SARL
|
Luxembourg
|
Starwood EAME Services Company BVBA
|
Belgium
|
Starwood Edison GP Holdings LLC
|
Delaware
|
Starwood Edison LP Holdings LLC
|
Delaware
|
Starwood Egypt Management Company SAE
|
Egypt
|
Starwood ESPP Funding, Inc.
|
Delaware
|
Starwood Fiji LLC
|
Delaware
|
Starwood Finance Luxembourg SARL
|
Luxembourg
|
Starwood Finance Luxembourg SARL - U.S. Branch
|
Arizona
|
Starwood Flight Operations, Inc.
|
Pennsylvania
|
Entity Name
|
Jurisdiction of Incorporation
|
Starwood Hellas Hotels E.P.E.
|
Greece
|
Starwood Holdings (HK) Ltd
|
Hong Kong
|
Starwood Hong Kong Holdings
|
Cayman Islands
|
Starwood Hotel Management Company Greece S.A.
|
Greece
|
Starwood Hotels & Resorts (SEA) Sdn Bhd
|
Malaysia
|
Starwood Hotels & Resorts (Shanghai) Co, Ltd.
|
China
|
Starwood Hotels & Resorts (Shanghai) Co., Ltd. (Beijing Branch)
|
China
|
Starwood Hotels & Resorts (Shanghai) Co., Ltd. (Guangzhou branch)
|
China
|
Starwood Hotels & Resorts India Private Limited
|
India
|
Starwood Hotels & Resorts Management Company, LLC (f/k/a Starwood Hotels & Resorts Management Company, Inc.)
|
Delaware
|
Starwood Hotels & Resorts Worldwide, LLC
|
Maryland
|
Starwood Hotels (Thailand) Co. Ltd
|
Thailand
|
Starwood Hotels Japan Company
|
Japan
|
Starwood Hyannis Realty LLC
|
Delaware
|
Starwood India Private Limited
|
India
|
Starwood International Finance Ltd
|
Ireland
|
Starwood International Holding SARL
|
Luxembourg
|
Starwood International Licensing Co. SARL (US branch)
|
Arizona
|
Starwood International Licensing Company SARL
|
Luxembourg
|
Starwood Israel Hotel Management - Israel Branch
|
Israel
|
Starwood Israel Hotel Management Inc.
|
Delaware
|
Starwood Italia SRL
|
Italy
|
Starwood Japan Holdings Pte. Ltd.
|
Singapore
|
Starwood Lahaina LLC
|
Delaware
|
Starwood Latin America, Inc.
|
Delaware
|
Starwood Lexington Realty LLC
|
Delaware
|
Starwood Los Angeles Payroll Company, LLC
|
Delaware
|
Starwood Luxembourg Holding SARL
|
Luxembourg
|
Starwood Mexico LF, S. de R.L. de C.V. (f.k.a. Starwood Financing, LLC)
|
Mexico
|
Starwood Mexico Servicios Compartidos, S.A. de C.V.
|
Mexico
|
Starwood Mexico, LLC
|
Delaware
|
Starwood Nashua Realty LLC
|
Delaware
|
Starwood Nevada Holdings, LLC
|
Delaware
|
Starwood New Orleans French Quarter Realty LLC
|
Delaware
|
Starwood Newton Realty LLC
|
Delaware
|
Starwood Omaha Realty LLC
|
Delaware
|
Starwood Operator I LLC
|
Delaware
|
Starwood Operator II LLC
|
Delaware
|
Starwood Pacific Hotels Pty. Ltd
|
Australia
|
Starwood Park Ridge GP Holdings LLC
|
Delaware
|
Starwood Park Ridge LP Holdings LLC
|
Delaware
|
Starwood Philadelphia Airport Realty I LLC
|
Delaware
|
Starwood Philadelphia Airport Realty I LP
|
Delaware
|
Starwood Philadelphia Airport Realty II LLC
|
Delaware
|
Starwood Philadelphia Airport Realty II LP
|
Delaware
|
Entity Name
|
Jurisdiction of Incorporation
|
Starwood Portland City Center Realty LLC
|
Delaware
|
Starwood Portland Downtown Realty LLC
|
Delaware
|
Starwood Rancho Mirage Fee Owner, LLC
|
Delaware
|
Starwood Reservations (Canada) Co.
|
Canada
|
Starwood Reservations LLC
|
Delaware
|
Starwood Reservations LLC (Irish Branch)
|
Ireland
|
Starwood Resventure LLC
|
Delaware
|
Starwood San Francisco Aloft Realty LLC
|
Delaware
|
Starwood San Francisco Realty I LLC
|
Delaware
|
Starwood Seattle Sixth Avenue Realty LLC
|
Delaware
|
Starwood Seattle Town Center Realty LLC
|
Delaware
|
Starwood Services (UK) Ltd.
|
United Kingdom
|
Starwood Services Poland Sp Z.o.o
|
Poland
|
Starwood Sierra Suites License Company, LLC
|
Delaware
|
Starwood South Portland Realty LLC
|
Delaware
|
Starwood Taiwan Co Ltd
|
Taiwan
|
Starwood Tarrytown Special Manager I, LLC
|
Delaware
|
Starwood Tucson Realty LLC
|
Delaware
|
Starwood Turkey Otel Hizmetleri Limited Sirketi
|
Turkey
|
Starwood Wakefield Realty LLC
|
Delaware
|
Starwood Weststate LLC
|
Delaware
|
Starwood-Charlotte Management LLC
|
Delaware
|
Stuttgart Sindelfingen Hotel Management GmbH
|
Germany
|
Suites Management LLC
|
Delaware
|
SVO International Holdings Limited
|
Cayman Islands
|
SW Business Services, LLC
|
Arizona
|
The Dining Room Corporation
|
Georgia
|
The R.C. Management Company of Mexico, S.A. de C.V.
|
Mexico
|
The Ritz-Carlton Hotel Company
|
Germany
|
The Ritz-Carlton Hotel Company B.V.
|
Netherlands
|
The Ritz-Carlton Hotel Company B.V. (Russian Branch)
|
Russia
|
The Ritz-Carlton Hotel Company B.V. (Seoul, South Korea Branch)
|
South Korea
|
The Ritz-Carlton Hotel Company Ltd. - (Anguilla Branch)
|
Anguilla
|
The Ritz-Carlton Hotel Company N.V.
|
Curacao
|
The Ritz-Carlton Hotel Company of Canada Limited
|
Canada
|
The Ritz-Carlton Hotel Company of Chile S.A.
|
Chile
|
The Ritz-Carlton Hotel Company of Egypt S.A.E.
|
Egypt
|
The Ritz-Carlton Hotel Company of Mexico, S.A. de C.V.
|
Mexico
|
The Ritz-Carlton Hotel Company of Puerto Rico, Inc.
|
Delaware
|
The Ritz-Carlton Hotel Company of Singapore PTE LTD.
|
Singapore
|
The Ritz-Carlton Hotel Company of St. Lucia Limited
|
Saint Lucia
|
The Ritz-Carlton Hotel Company of the Cayman Islands, Ltd.
|
Cayman Islands
|
The Ritz-Carlton Hotel Company, L.L.C.
|
Delaware
|
The Ritz-Carlton Hotel Company, L.L.C. (Malaysian Branch)
|
Malaysia
|
The Ritz-Carlton Hotel Company, Ltd.
|
Bermuda
|
Entity Name
|
Jurisdiction of Incorporation
|
The Ritz-Carlton Hotel Company, Ltd. (Bahamas Branch)
|
Bahamas
|
The Ritz-Carlton Hotel Limited
|
United Kingdom
|
The Ritz-Carlton Hotel Management GmbH
|
Germany
|
The Ritz-Carlton International Construction Services, Inc.
|
Delaware
|
The Ritz-Carlton International Licensing Company B.V.
|
Netherlands
|
The Ritz-Carlton International Licensing Company, LLC
|
Delaware
|
The Ritz-Carlton International Management Company B.V.
|
Netherlands
|
The Ritz-Carlton International Management Company B.V. (China Registration)
|
China
|
The Ritz-Carlton Limited
|
Hong Kong
|
The Ritz-Carlton Limited (China Registration)
|
China
|
The Ritz-Carlton Property Management Company (Kyoto) Ltd.
|
Japan
|
The Ritz-Carlton Property Management Company (Tokyo), Ltd.
|
Japan
|
The Ritz-Carlton Residences Management Company LLC
|
Delaware
|
The Ritz-Carlton Residential Management Company of Singapore Pte, Limited
|
Singapore
|
The Sheraton LLC
|
Delaware
|
The Westin Building Company
|
Washington
|
Torriam Hotel Operating Company Limited
|
Ireland
|
Torriam International Lodging N.V.
|
Curacao
|
Toulouse Operating Company SAS
|
France
|
TownePlace Management, LLC
|
Delaware
|
Townhouse Management Realty LLC
|
Delaware
|
Transamerican Hoteles, S.A.
|
Dominican Republic
|
Tremont TPP LLC
|
Delaware
|
Tribute Portfolio IP, LLC
|
Delaware
|
Victory Beverages, Inc.
|
Texas
|
W Atlanta Buckhead Beverage LLC
|
Delaware
|
W Atlanta Midtown Beverage, LLC
|
Delaware
|
W Hotel Limited Partnership
|
Canada
|
W Hotel Management, Inc.
|
Delaware
|
W Hotels Management, LLC
|
Delaware
|
W Hotels Real Estate, LLC
|
Delaware
|
W Hotels TCI GP Ltd.
|
Turks and Caicos Isl
|
W Hotels Turks & Caicos LP
|
Turks and Caicos Isl
|
W International Hotel Management, Inc.
|
Delaware
|
W International Inc.
|
Delaware
|
W IPCO (Italy) LLC
|
Delaware
|
W Leicester Square Ltd.
|
United Kingdom
|
W Miami Beach Holdings LLC
|
Delaware
|
W Montreal Opco Inc.
|
Canada
|
W Operating Company LLC
|
Delaware
|
W PR Management LLC
|
Delaware
|
W San Diego Hotel, LLC
|
Delaware
|
W Scottsdale Beverage LLC
|
Delaware
|
W Turks & Caicos GP, LLC
|
Delaware
|
Washington Sheraton LLC
|
Delaware
|
Entity Name
|
Jurisdiction of Incorporation
|
Water Acquisition, LLC
|
Delaware
|
WEC 99C-1 LLC
|
Delaware
|
WEC 99C-10 LLC
|
Delaware
|
WEC 99C-11 LLC
|
Delaware
|
WEC 99C-12 LLC
|
Delaware
|
WEC 99C-13 LLC
|
Delaware
|
WEC 99C-14 LLC
|
Delaware
|
WEC 99C-2 LLC
|
Delaware
|
WEC 99C-3 LLC
|
Delaware
|
WEC 99C-4 LLC
|
Delaware
|
WEC 99C-5 LLC
|
Delaware
|
WEC 99C-6 LLC
|
Delaware
|
WEC 99C-7 LLC
|
Delaware
|
WEC 99C-8 LLC
|
Delaware
|
WEC 99C-9 LLC
|
Delaware
|
West Virginia Marriott Hotels, Inc.
|
West Virginia
|
Western Host, Inc.
|
California
|
Westin 200, Inc.
|
Delaware
|
Westin Arizona LLC
|
Delaware
|
Westin Aruba Hotel Advisors, LLC
|
Delaware
|
Westin Aruba Hotel Management LLC
|
Delaware
|
Westin Asia Management Co., LLC
|
Delaware
|
Westin Asia Management Co., LLC - Philippines Branch
|
Philippines
|
Westin Asset Management Co.
|
Delaware
|
Westin Bay Hotel Realty LLC
|
Delaware
|
Westin Beverage Services LLC
|
Texas
|
Westin Birmingham Operator, LLC
|
Delaware
|
Westin Chicago at North River Payroll Company
|
Delaware
|
Westin CP Beverage Company, Inc.
|
Delaware
|
Westin Crown Plaza Hotel Company
|
Delaware
|
Westin DIA Operator, LLC
|
Delaware
|
Westin Hotel Management, L.P.
|
Delaware
|
Westin Hotels Ireland Ltd.
|
Ireland
|
Westin Hotels Management, LLC
|
Delaware
|
Westin Hotels PRC, LLC
|
Delaware
|
Westin International (Malta) Ltd
|
Malta
|
Westin International Europe B.V.
|
Netherlands
|
Westin IPCO (Italy) LLC
|
Delaware
|
Westin Kierland, LLC
|
Delaware
|
Westin License Holding, LLC
|
Delaware
|
Westin Maui TPP, Inc.
|
Delaware
|
Westin Montreal Airport Hotel Company
|
Delaware
|
Westin New Orleans Hotel, LLC
|
Delaware
|
Westin O'Hare Hotel Company
|
Delaware
|
Westin Ontario (London) Hotel Company
|
Delaware
|
Entity Name
|
Jurisdiction of Incorporation
|
Westin Operator LLC
|
Delaware
|
Westin Ottawa Management Co., LLC
|
Delaware
|
Westin Portland L.L.C.
|
Delaware
|
Westin Realty Corp.
|
Delaware
|
Westin River North, Chicago Beverage Company
|
Delaware
|
Westin SA Resort Owner LLC
|
Delaware
|
Westin San Antonio Resort Company
|
Delaware
|
Westin Savannah Holdings, LLC
|
Delaware
|
Westin St. Lucia Mngmt LLC
|
Delaware
|
Westin Two Hundred L.L.C.
|
Delaware
|
Westin Wash. Operator L.L.C.
|
Delaware
|
Westwood TPP LLC
|
Delaware
|
Wetbar New York, LLC
|
Delaware
|
WHC Payroll Company
|
Nevada
|
Whiskey Blue Boston, LLC
|
Delaware
|
Whiskey Blue New Orleans, LLC
|
Delaware
|
WHLP Acquisition, LLC
|
Delaware
|
WHR Colorado Beverage Company
|
Delaware
|
WHR Ireland Holding Company Ltd.
|
Ireland
|
Witty Restaurant Group, Inc.
|
Delaware
|
Worldwide Franchise Systems, Inc.
|
Delaware
|
(1)
|
Registration Statement (Form S-8 No. 333-216146) pertaining to the Marriott International, Inc. Employees’ Profit Sharing, Retirement and Savings Plan and Trust;
|
(2)
|
Registration Statement (Form S-8 No. 333-208684) pertaining to the 2013 Long-Term Incentive Compensation Plan, 2004 Long-Term Incentive Compensation Plan, 2002 Long-Term Incentive Compensation Plan, 1999 Long-Term Incentive Compensation Plan, 1995 Long-Term Incentive Plan, and Savings and Retirement Plan of Starwood Hotels and Resorts Worldwide, Inc.;
|
(3)
|
Registration Statement (Form S-8 No. 333-209589) pertaining to the Marriott International, Inc. Employees’ Profit Sharing, Retirement and Savings Plan and Trust;
|
(4)
|
Registration Statement (Form S-8 No. 333-209587) pertaining to the Marriott International, Inc. Executive Deferred Compensation Plan;
|
(5)
|
Registration Statement (Form S-8 No. 333-202173) pertaining to the Marriott International, Inc. Employees’ Profit Sharing, Retirement and Savings Plan and Trust;
|
(6)
|
Registration Statement (Form S-8 No. 333-36388) pertaining to the Marriott International, Inc. 1998 Comprehensive Stock and Cash Incentive Plan;
|
(7)
|
Registration Statement (Form S-8 No. 333-58747) pertaining to the Marriott International, Inc. Employee Stock Purchase Plan;
|
(8)
|
Registration Statement (Form S-8 No. 333-161194) pertaining to the Marriott International, Inc. Stock and Cash Incentive Plan, as amended and Marriott International, Inc. Executive Deferred Compensation Plan, as amended; and
|
(9)
|
Registration Statement (Form S-3 ASR No. 333-202172) of Marriott International, Inc.
|
|
/s/ Ernst & Young LLP
|
1.
|
I have reviewed this annual report on Form 10-K 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.
|
February 15, 2018
|
/s/ Arne M. Sorenson
|
|
Arne M. Sorenson
President and
Chief Executive Officer
(Principal Executive Officer)
|
1.
|
I have reviewed this annual report on Form 10-K 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.
|
February 15, 2018
|
/s/ Kathleen K. Oberg
|
|
Kathleen K. Oberg
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
|
(1)
|
the annual report on Form 10-K of the Company for the period ended
December 31, 2017
, (the “Annual 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 Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
February 15, 2018
|
/s/ Arne M. Sorenson
|
|
Arne M. Sorenson
President and
Chief Executive Officer
(Principal Executive Officer)
|
(1)
|
the annual report on Form 10-K of the Company for the period ended
December 31, 2017
, (the “Annual 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 Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
February 15, 2018
|
/s/ Kathleen K. Oberg
|
|
Kathleen K. Oberg
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
|