ý
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
52-2055918
|
(State or other jurisdiction of
incorporation or organization)
|
|
(IRS Employer
Identification No.)
|
|
|
|
10400 Fernwood Road, Bethesda, Maryland
(Address of principal executive offices)
|
|
20817
(Zip Code)
|
|
|
Page No.
|
|
|
|
Part I.
|
|
|
|
|
|
Item 1.
|
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
Item 2.
|
||
|
|
|
|
||
|
|
|
Item 3.
|
||
|
|
|
Item 4.
|
||
|
|
|
Part II.
|
|
|
|
|
|
Item 1.
|
||
|
|
|
Item 1A.
|
||
|
|
|
Item 2.
|
||
|
|
|
Item 6.
|
||
|
|
|
|
|
Three Months Ended
|
||||||
|
March 31, 2018
|
|
March 31, 2017
|
||||
REVENUES
|
|
|
|
||||
Base management fees
|
$
|
273
|
|
|
$
|
264
|
|
Franchise fees
|
417
|
|
|
355
|
|
||
Incentive management fees
|
155
|
|
|
140
|
|
||
Gross fee revenues
|
845
|
|
|
759
|
|
||
Contract investment amortization
|
(18
|
)
|
|
(11
|
)
|
||
Net fee revenues
|
827
|
|
|
748
|
|
||
Owned, leased, and other revenue
|
406
|
|
|
428
|
|
||
Cost reimbursement revenue
|
3,773
|
|
|
3,736
|
|
||
|
5,006
|
|
|
4,912
|
|
||
OPERATING COSTS AND EXPENSES
|
|
|
|
||||
Owned, leased, and other-direct
|
336
|
|
|
356
|
|
||
Depreciation, amortization, and other
|
54
|
|
|
51
|
|
||
General, administrative, and other
|
247
|
|
|
212
|
|
||
Merger-related costs and charges
|
34
|
|
|
51
|
|
||
Reimbursed expenses
|
3,835
|
|
|
3,696
|
|
||
|
4,506
|
|
|
4,366
|
|
||
OPERATING INCOME
|
500
|
|
|
546
|
|
||
Gains and other income, net
|
59
|
|
|
—
|
|
||
Interest expense
|
(75
|
)
|
|
(70
|
)
|
||
Interest income
|
5
|
|
|
7
|
|
||
Equity in earnings
|
13
|
|
|
11
|
|
||
INCOME BEFORE INCOME TAXES
|
502
|
|
|
494
|
|
||
Provision for income taxes
|
(104
|
)
|
|
(123
|
)
|
||
NET INCOME
|
$
|
398
|
|
|
$
|
371
|
|
EARNINGS PER SHARE
|
|
|
|
||||
Earnings per share - basic
|
$
|
1.11
|
|
|
$
|
0.96
|
|
Earnings per share - diluted
|
$
|
1.09
|
|
|
$
|
0.95
|
|
CASH DIVIDENDS DECLARED PER SHARE
|
$
|
0.33
|
|
|
$
|
0.30
|
|
|
Three Months Ended
|
||||||
|
March 31, 2018
|
|
March 31, 2017
|
||||
Net income
|
$
|
398
|
|
|
$
|
371
|
|
Other comprehensive income:
|
|
|
|
||||
Foreign currency translation adjustments
|
152
|
|
|
188
|
|
||
Derivative instrument adjustments, net of tax
|
(3
|
)
|
|
(2
|
)
|
||
Unrealized gain (loss) on available-for-sale securities, net of tax
|
—
|
|
|
(1
|
)
|
||
Pension and postretirement adjustments, net of tax
|
—
|
|
|
—
|
|
||
Reclassification of losses (gains), net of tax
|
13
|
|
|
—
|
|
||
Total other comprehensive income, net of tax
|
162
|
|
|
185
|
|
||
Comprehensive income
|
$
|
560
|
|
|
$
|
556
|
|
|
March 31,
2018 |
|
December 31,
2017 |
||||
ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and equivalents
|
$
|
701
|
|
|
$
|
383
|
|
Accounts and notes receivable, net
|
2,098
|
|
|
1,973
|
|
||
Prepaid expenses and other
|
232
|
|
|
235
|
|
||
Assets held for sale
|
121
|
|
|
149
|
|
||
|
3,152
|
|
|
2,740
|
|
||
Property and equipment, net
|
1,791
|
|
|
1,793
|
|
||
Intangible assets
|
|
|
|
||||
Brands
|
5,972
|
|
|
5,922
|
|
||
Contract acquisition costs and other
|
2,622
|
|
|
2,622
|
|
||
Goodwill
|
9,270
|
|
|
9,207
|
|
||
|
17,864
|
|
|
17,751
|
|
||
Equity method investments
|
754
|
|
|
734
|
|
||
Notes receivable, net
|
147
|
|
|
142
|
|
||
Deferred tax assets
|
172
|
|
|
93
|
|
||
Other noncurrent assets
|
604
|
|
|
593
|
|
||
|
$
|
24,484
|
|
|
$
|
23,846
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Current portion of long-term debt
|
$
|
988
|
|
|
$
|
398
|
|
Accounts payable
|
766
|
|
|
783
|
|
||
Accrued payroll and benefits
|
1,163
|
|
|
1,214
|
|
||
Liability for guest loyalty programs
|
2,238
|
|
|
2,121
|
|
||
Accrued expenses and other
|
1,314
|
|
|
1,291
|
|
||
|
6,469
|
|
|
5,807
|
|
||
Long-term debt
|
7,858
|
|
|
7,840
|
|
||
Liability for guest loyalty programs
|
3,029
|
|
|
2,819
|
|
||
Deferred tax liabilities
|
634
|
|
|
605
|
|
||
Deferred revenue
|
645
|
|
|
583
|
|
||
Other noncurrent liabilities
|
2,283
|
|
|
2,610
|
|
||
Shareholders’ equity
|
|
|
|
||||
Class A Common Stock
|
5
|
|
|
5
|
|
||
Additional paid-in-capital
|
5,685
|
|
|
5,770
|
|
||
Retained earnings
|
7,898
|
|
|
7,242
|
|
||
Treasury stock, at cost
|
(10,163
|
)
|
|
(9,418
|
)
|
||
Accumulated other comprehensive income (loss)
|
141
|
|
|
(17
|
)
|
||
|
3,566
|
|
|
3,582
|
|
||
|
$
|
24,484
|
|
|
$
|
23,846
|
|
|
Three Months Ended
|
||||||
|
March 31, 2018
|
|
March 31, 2017
|
||||
OPERATING ACTIVITIES
|
|
|
|
||||
Net income
|
$
|
398
|
|
|
$
|
371
|
|
Adjustments to reconcile to cash provided by operating activities:
|
|
|
|
||||
Depreciation, amortization, and other
|
73
|
|
|
62
|
|
||
Share-based compensation
|
42
|
|
|
48
|
|
||
Income taxes
|
16
|
|
|
86
|
|
||
Liability for guest loyalty programs
|
325
|
|
|
69
|
|
||
Contract acquisition costs
|
(29
|
)
|
|
(53
|
)
|
||
Merger-related charges
|
(16
|
)
|
|
(36
|
)
|
||
Working capital changes
|
(185
|
)
|
|
(135
|
)
|
||
(Gain) loss on asset dispositions
|
(60
|
)
|
|
1
|
|
||
Other
|
111
|
|
|
49
|
|
||
Net cash provided by operating activities
|
675
|
|
|
462
|
|
||
INVESTING ACTIVITIES
|
|
|
|
||||
Capital expenditures
|
(64
|
)
|
|
(48
|
)
|
||
Dispositions
|
108
|
|
|
311
|
|
||
Loan advances
|
(12
|
)
|
|
(28
|
)
|
||
Loan collections
|
5
|
|
|
7
|
|
||
Other
|
12
|
|
|
1
|
|
||
Net cash provided by investing activities
|
49
|
|
|
243
|
|
||
FINANCING ACTIVITIES
|
|
|
|
||||
Commercial paper/Credit Facility, net
|
627
|
|
|
(26
|
)
|
||
Issuance of long-term debt
|
—
|
|
|
1
|
|
||
Repayment of long-term debt
|
(13
|
)
|
|
(4
|
)
|
||
Issuance of Class A Common Stock
|
4
|
|
|
2
|
|
||
Dividends paid
|
(118
|
)
|
|
(115
|
)
|
||
Purchase of treasury stock
|
(815
|
)
|
|
(582
|
)
|
||
Share-based compensation withholding taxes
|
(95
|
)
|
|
(99
|
)
|
||
Net cash used in financing activities
|
(410
|
)
|
|
(823
|
)
|
||
INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH
|
314
|
|
|
(118
|
)
|
||
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period
(1)
|
429
|
|
|
887
|
|
||
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period
(1)
|
$
|
743
|
|
|
$
|
769
|
|
(1)
|
The 2018 first quarter amounts include restricted cash of
$46 million
at
December 31, 2017
, and
$42 million
at
March 31, 2018
, which we present in the “Prepaid expenses and other” and “Other noncurrent assets” captions of our Balance Sheets.
|
•
|
We used the transaction price at the date of contract completion for our contracts that had variable consideration and were completed before January 1, 2018.
|
•
|
We considered the aggregate effect of all contract modifications that occurred before January 1, 2016 when: (1) identifying satisfied and unsatisfied performance obligations; (2) determining the transaction price; and (3) allocating the transaction price to the satisfied and unsatisfied performance obligations.
|
•
|
We did not: (1) disclose the amount of the transaction price that we allocated to remaining performance obligations; or (2) include an explanation of when we expect to recognize the revenue allocated to remaining performance obligations.
|
|
Three Months Ended
|
|
|
|
Three Months Ended
|
||||||
($ in millions, except per share amounts)
|
March 31, 2017
(As Previously Reported)
|
|
Adoption of ASU 2014-09
|
|
March 31, 2017
(As Adjusted)
|
||||||
REVENUES
|
|
|
|
|
|
||||||
Base management fees
|
$
|
264
|
|
|
$
|
—
|
|
|
$
|
264
|
|
Franchise fees
|
365
|
|
|
(10
|
)
|
|
355
|
|
|||
Incentive management fees
|
153
|
|
|
(13
|
)
|
|
140
|
|
|||
Gross fee revenues
|
782
|
|
|
(23
|
)
|
|
759
|
|
|||
Contract investment amortization
|
—
|
|
|
(11
|
)
|
|
(11
|
)
|
|||
Net fee revenues
|
782
|
|
|
(34
|
)
|
|
748
|
|
|||
Owned, leased, and other revenue
|
439
|
|
|
(11
|
)
|
|
428
|
|
|||
Cost reimbursement revenue
|
4,340
|
|
|
(604
|
)
|
|
3,736
|
|
|||
|
5,561
|
|
|
(649
|
)
|
|
4,912
|
|
|||
OPERATING COSTS AND EXPENSES
|
|
|
|
|
|
||||||
Owned, leased, and other-direct
|
358
|
|
|
(2
|
)
|
|
356
|
|
|||
Depreciation, amortization, and other
|
65
|
|
|
(14
|
)
|
|
51
|
|
|||
General, administrative, and other
|
210
|
|
|
2
|
|
|
212
|
|
|||
Merger-related costs and charges
|
51
|
|
|
—
|
|
|
51
|
|
|||
Reimbursed expenses
|
4,340
|
|
|
(644
|
)
|
|
3,696
|
|
|||
|
5,024
|
|
|
(658
|
)
|
|
4,366
|
|
|||
OPERATING INCOME
|
537
|
|
|
9
|
|
|
546
|
|
|||
Gains and other income, net
|
—
|
|
|
—
|
|
|
—
|
|
|||
Interest expense
|
(70
|
)
|
|
—
|
|
|
(70
|
)
|
|||
Interest income
|
7
|
|
|
—
|
|
|
7
|
|
|||
Equity in earnings
|
11
|
|
|
—
|
|
|
11
|
|
|||
INCOME BEFORE INCOME TAXES
|
485
|
|
|
9
|
|
|
494
|
|
|||
Provision for income taxes
|
(120
|
)
|
|
(3
|
)
|
|
(123
|
)
|
|||
NET INCOME
|
$
|
365
|
|
|
$
|
6
|
|
|
$
|
371
|
|
EARNINGS PER SHARE
|
|
|
|
|
|
||||||
Earnings per share - basic
|
$
|
0.95
|
|
|
$
|
0.01
|
|
|
$
|
0.96
|
|
Earnings per share - diluted
|
$
|
0.94
|
|
|
$
|
0.01
|
|
|
$
|
0.95
|
|
|
Three Months Ended
|
|
|
|
Three Months Ended
|
||||||
($ in millions)
|
March 31, 2017
(As Previously Reported)
|
|
Adoption of ASU 2014-09
|
|
March 31, 2017
(As Adjusted)
|
||||||
Net income
|
$
|
365
|
|
|
$
|
6
|
|
|
$
|
371
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
188
|
|
|
—
|
|
|
188
|
|
|||
Derivative instrument adjustments, net of tax
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|||
Unrealized (loss) gain on available-for-sale securities, net of tax
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||
Pension and postretirement adjustments, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|||
Reclassification of losses, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total other comprehensive income, net of tax
|
185
|
|
|
—
|
|
|
185
|
|
|||
Comprehensive income
|
$
|
550
|
|
|
$
|
6
|
|
|
$
|
556
|
|
($ in millions)
|
December 31, 2017
(As Previously Reported)
(1)
|
|
Adoption of ASU 2014-09
|
|
December 31, 2017
(As Adjusted)
|
||||||
ASSETS
|
|
|
|
|
|
||||||
Current assets
|
|
|
|
|
|
||||||
Cash and equivalents
|
$
|
383
|
|
|
$
|
—
|
|
|
$
|
383
|
|
Accounts and notes receivable, net
|
1,999
|
|
|
(26
|
)
|
|
1,973
|
|
|||
Prepaid expenses and other
|
216
|
|
|
19
|
|
|
235
|
|
|||
Assets held for sale
|
149
|
|
|
—
|
|
|
149
|
|
|||
|
2,747
|
|
|
(7
|
)
|
|
2,740
|
|
|||
Property and equipment, net
|
1,793
|
|
|
—
|
|
|
1,793
|
|
|||
Intangible assets
|
|
|
|
|
|
||||||
Brands
|
5,922
|
|
|
—
|
|
|
5,922
|
|
|||
Contract acquisition costs and other
|
2,884
|
|
|
(262
|
)
|
|
2,622
|
|
|||
Goodwill
|
9,207
|
|
|
—
|
|
|
9,207
|
|
|||
|
18,013
|
|
|
(262
|
)
|
|
17,751
|
|
|||
Equity method investments
|
735
|
|
|
(1
|
)
|
|
734
|
|
|||
Notes receivable, net
|
142
|
|
|
—
|
|
|
142
|
|
|||
Deferred tax assets
|
93
|
|
|
—
|
|
|
93
|
|
|||
Other noncurrent assets
|
426
|
|
|
167
|
|
|
593
|
|
|||
|
$
|
23,949
|
|
|
$
|
(103
|
)
|
|
$
|
23,846
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
|
|
|
|
|
|
||||||
Current liabilities
|
|
|
|
|
|
||||||
Current portion of long-term debt
|
$
|
398
|
|
|
$
|
—
|
|
|
$
|
398
|
|
Accounts payable
|
783
|
|
|
—
|
|
|
783
|
|
|||
Accrued payroll and benefits
|
1,214
|
|
|
—
|
|
|
1,214
|
|
|||
Liability for guest loyalty programs
|
2,064
|
|
|
57
|
|
|
2,121
|
|
|||
Accrued expenses and other
|
1,541
|
|
|
(250
|
)
|
|
1,291
|
|
|||
|
6,000
|
|
|
(193
|
)
|
|
5,807
|
|
|||
Long-term debt
|
7,840
|
|
|
—
|
|
|
7,840
|
|
|||
Liability for guest loyalty programs
|
2,876
|
|
|
(57
|
)
|
|
2,819
|
|
|||
Deferred tax liabilities
|
604
|
|
|
1
|
|
|
605
|
|
|||
Deferred revenue
|
145
|
|
|
438
|
|
|
583
|
|
|||
Other noncurrent liabilities
|
2,753
|
|
|
(143
|
)
|
|
2,610
|
|
|||
Shareholders' equity
|
|
|
|
|
|
||||||
Class A Common Stock
|
5
|
|
|
—
|
|
|
5
|
|
|||
Additional paid-in-capital
|
5,770
|
|
|
—
|
|
|
5,770
|
|
|||
Retained earnings
|
7,391
|
|
|
(149
|
)
|
|
7,242
|
|
|||
Treasury stock, at cost
|
(9,418
|
)
|
|
—
|
|
|
(9,418
|
)
|
|||
Accumulated other comprehensive loss
|
(17
|
)
|
|
—
|
|
|
(17
|
)
|
|||
|
3,731
|
|
|
(149
|
)
|
|
3,582
|
|
|||
|
$
|
23,949
|
|
|
$
|
(103
|
)
|
|
$
|
23,846
|
|
(1)
|
Includes reclassifications among various captions, including Deferred revenue and Other noncurrent liabilities, to conform to current period presentation.
|
|
Three Months Ended
|
|
|
|
|
|
Three Months Ended
|
||||||||
($ in millions)
|
March 31, 2017
(As Previously Reported)
|
|
Adoption of ASU 2014-09
|
|
Adoption of ASUs 2016-18 and 2016-15
|
|
March 31, 2017
(As Adjusted)
|
||||||||
OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
365
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
371
|
|
Adjustments to reconcile to cash provided by operating activities:
|
|
|
|
|
|
|
|
||||||||
Depreciation, amortization, and other
|
65
|
|
|
(3
|
)
|
|
—
|
|
|
62
|
|
||||
Share-based compensation
|
48
|
|
|
—
|
|
|
—
|
|
|
48
|
|
||||
Income taxes
|
82
|
|
|
4
|
|
|
—
|
|
|
86
|
|
||||
Liability for guest loyalty program
|
60
|
|
|
9
|
|
|
—
|
|
|
69
|
|
||||
Contract acquisition costs
|
—
|
|
|
(53
|
)
|
|
—
|
|
|
(53
|
)
|
||||
Merger-related charges
|
(36
|
)
|
|
—
|
|
|
—
|
|
|
(36
|
)
|
||||
Working capital changes
|
(108
|
)
|
|
(28
|
)
|
|
1
|
|
|
(135
|
)
|
||||
(Gain) loss on asset dispositions
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||
Other
|
49
|
|
|
7
|
|
|
(7
|
)
|
|
49
|
|
||||
Net cash provided by (used in) operating activities
|
526
|
|
|
(58
|
)
|
|
(6
|
)
|
|
462
|
|
||||
INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
||||||||
Capital expenditures
|
(48
|
)
|
|
—
|
|
|
—
|
|
|
(48
|
)
|
||||
Dispositions
|
311
|
|
|
—
|
|
|
—
|
|
|
311
|
|
||||
Loan advances
|
(28
|
)
|
|
—
|
|
|
—
|
|
|
(28
|
)
|
||||
Loan collections
|
7
|
|
|
—
|
|
|
—
|
|
|
7
|
|
||||
Contract acquisition costs
|
(54
|
)
|
|
54
|
|
|
—
|
|
|
—
|
|
||||
Other
|
(4
|
)
|
|
4
|
|
|
1
|
|
|
1
|
|
||||
Net cash provided by investing activities
|
184
|
|
|
58
|
|
|
1
|
|
|
243
|
|
||||
FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
||||||||
Commercial paper/Credit Facility, net
|
(33
|
)
|
|
—
|
|
|
7
|
|
|
(26
|
)
|
||||
Issuance of long-term debt
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||
Repayment of long-term debt
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
||||
Issuance of Class A Common Stock
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||
Dividends paid
|
(115
|
)
|
|
—
|
|
|
—
|
|
|
(115
|
)
|
||||
Purchase of treasury stock
|
(582
|
)
|
|
—
|
|
|
—
|
|
|
(582
|
)
|
||||
Share-based compensation withholding taxes
|
(99
|
)
|
|
—
|
|
|
—
|
|
|
(99
|
)
|
||||
Net cash provided by (used in) financing activities
|
(830
|
)
|
|
—
|
|
|
7
|
|
|
(823
|
)
|
||||
(DECREASE) INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH
|
(120
|
)
|
|
—
|
|
|
2
|
|
|
(118
|
)
|
||||
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period
|
858
|
|
|
—
|
|
|
29
|
|
|
887
|
|
||||
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period
|
$
|
738
|
|
|
$
|
—
|
|
|
$
|
31
|
|
|
$
|
769
|
|
|
Three Months Ended March 31, 2018
|
||||||||||||||||||
($ in millions)
|
North American Full Service
|
|
North American Limited Service
|
|
Asia Pacific
|
|
Other International
|
|
Total
|
||||||||||
Gross fee revenues
|
$
|
299
|
|
|
$
|
196
|
|
|
$
|
117
|
|
|
$
|
122
|
|
|
$
|
734
|
|
Contract investment amortization
|
(11
|
)
|
|
(3
|
)
|
|
—
|
|
|
(4
|
)
|
|
(18
|
)
|
|||||
Net fee revenues
|
288
|
|
|
193
|
|
|
117
|
|
|
118
|
|
|
716
|
|
|||||
Owned, leased, and other revenue
|
155
|
|
|
33
|
|
|
47
|
|
|
158
|
|
|
393
|
|
|||||
Cost reimbursement revenue
|
2,856
|
|
|
535
|
|
|
111
|
|
|
251
|
|
|
3,753
|
|
|||||
Total segment revenue
|
$
|
3,299
|
|
|
$
|
761
|
|
|
$
|
275
|
|
|
$
|
527
|
|
|
$
|
4,862
|
|
Unallocated corporate
|
|
|
|
|
|
|
|
|
144
|
|
|||||||||
Total revenue
|
|
|
|
|
|
|
|
|
$
|
5,006
|
|
|
Three Months Ended March 31, 2017
|
||||||||||||||||||
($ in millions)
|
North American Full Service
|
|
North American Limited Service
|
|
Asia Pacific
|
|
Other International
|
|
Total
|
||||||||||
Gross fee revenues
|
$
|
289
|
|
|
$
|
181
|
|
|
$
|
97
|
|
|
$
|
112
|
|
|
$
|
679
|
|
Contract investment amortization
|
(6
|
)
|
|
(3
|
)
|
|
—
|
|
|
(2
|
)
|
|
(11
|
)
|
|||||
Net fee revenues
|
283
|
|
|
178
|
|
|
97
|
|
|
110
|
|
|
668
|
|
|||||
Owned, leased, and other revenue
|
197
|
|
|
31
|
|
|
41
|
|
|
149
|
|
|
418
|
|
|||||
Cost reimbursement revenue
|
2,760
|
|
|
532
|
|
|
103
|
|
|
253
|
|
|
3,648
|
|
|||||
Total segment revenue
|
$
|
3,240
|
|
|
$
|
741
|
|
|
$
|
241
|
|
|
$
|
512
|
|
|
$
|
4,734
|
|
Unallocated corporate
|
|
|
|
|
|
|
|
|
178
|
|
|||||||||
Total revenue
|
|
|
|
|
|
|
|
|
$
|
4,912
|
|
|
Three Months Ended
|
||||||
(in millions, except per share amounts)
|
March 31, 2018
|
|
March 31, 2017
|
||||
Computation of Basic Earnings Per Share
|
|
|
|
||||
Net income
|
$
|
398
|
|
|
$
|
371
|
|
Shares for basic earnings per share
|
358.4
|
|
|
384.9
|
|
||
Basic earnings per share
|
$
|
1.11
|
|
|
$
|
0.96
|
|
Computation of Diluted Earnings Per Share
|
|
|
|
||||
Net income
|
$
|
398
|
|
|
$
|
371
|
|
Shares for basic earnings per share
|
358.4
|
|
|
384.9
|
|
||
Effect of dilutive securities
|
|
|
|
||||
Share-based compensation
|
4.9
|
|
|
5.1
|
|
||
Shares for diluted earnings per share
|
363.3
|
|
|
390.0
|
|
||
Diluted earnings per share
|
$
|
1.09
|
|
|
$
|
0.95
|
|
($ in millions)
Guarantee Type
|
|
Maximum Potential Amount of Future Fundings
|
|
Recorded Liability for Guarantees
|
||||
Debt service
|
|
$
|
131
|
|
|
$
|
76
|
|
Operating profit
|
|
232
|
|
|
108
|
|
||
Other
|
|
10
|
|
|
2
|
|
||
|
|
$
|
373
|
|
|
$
|
186
|
|
|
At Period End
|
||||||
($ in millions)
|
March 31,
2018 |
|
December 31, 2017
|
||||
Senior Notes:
|
|
|
|
||||
Series K Notes, interest rate of 3.0%, face amount of $600, maturing March 1, 2019
(effective interest rate of 4.4%) |
$
|
598
|
|
|
$
|
598
|
|
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
|
|
|
348
|
|
||
Series N Notes, interest rate of 3.1%, face amount of $400, maturing October 15, 2021
(effective interest rate of 3.4%) |
397
|
|
|
397
|
|
||
Series O Notes, interest rate of 2.9%, face amount of $450, maturing March 1, 2021
(effective interest rate of 3.1%) |
448
|
|
|
447
|
|
||
Series P Notes, interest rate of 3.8%, face amount of $350, maturing October 1, 2025
(effective interest rate of 4.0%) |
345
|
|
|
345
|
|
||
Series Q Notes, interest rate of 2.3%, face amount of $750, maturing January 15, 2022
(effective interest rate of 2.5%) |
744
|
|
|
744
|
|
||
Series R Notes, interest rate of 3.1%, face amount of $750, maturing June 15, 2026
(effective interest rate of 3.3%) |
743
|
|
|
743
|
|
||
Series S Notes, interest rate of 6.8%, face amount of $324, maturing May 15, 2018
(effective interest rate of 1.7%) |
326
|
|
|
330
|
|
||
Series T Notes, interest rate of 7.2%, face amount of $181, maturing December 1, 2019
(effective interest rate of 2.3%) |
194
|
|
|
197
|
|
||
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
|
|
|
337
|
|
||
Series W Notes, interest rate of 4.5%, face amount of $278, maturing October 1, 2034
(effective interest rate of 4.1%) |
292
|
|
|
292
|
|
||
Commercial paper
|
2,998
|
|
|
2,371
|
|
||
Credit Facility
|
—
|
|
|
—
|
|
||
Capital lease obligations
|
170
|
|
|
171
|
|
||
Other
|
267
|
|
|
279
|
|
||
|
$
|
8,846
|
|
|
$
|
8,238
|
|
Less: Current portion of long-term debt
|
(988
|
)
|
|
(398
|
)
|
||
|
$
|
7,858
|
|
|
$
|
7,840
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||||||
($ in millions)
|
Carrying
Amount
|
|
Fair Value
|
|
Carrying
Amount
|
|
Fair Value
|
||||||||
Senior, mezzanine, and other loans
|
$
|
147
|
|
|
$
|
133
|
|
|
$
|
142
|
|
|
$
|
130
|
|
Total noncurrent financial assets
|
$
|
147
|
|
|
$
|
133
|
|
|
$
|
142
|
|
|
$
|
130
|
|
|
|
|
|
|
|
|
|
||||||||
Senior Notes
|
$
|
(4,487
|
)
|
|
$
|
(4,404
|
)
|
|
$
|
(5,087
|
)
|
|
$
|
(5,126
|
)
|
Commercial paper
|
(2,998
|
)
|
|
(2,998
|
)
|
|
(2,371
|
)
|
|
(2,371
|
)
|
||||
Other long-term debt
|
(209
|
)
|
|
(211
|
)
|
|
(217
|
)
|
|
(221
|
)
|
||||
Other noncurrent liabilities
|
(174
|
)
|
|
(174
|
)
|
|
(178
|
)
|
|
(178
|
)
|
||||
Total noncurrent financial liabilities
|
$
|
(7,868
|
)
|
|
$
|
(7,787
|
)
|
|
$
|
(7,853
|
)
|
|
$
|
(7,896
|
)
|
($ in millions)
|
Foreign Currency Translation Adjustments
|
|
Derivative Instrument Adjustments
|
|
Available-For-Sale Securities Unrealized Adjustments
|
|
Pension and Postretirement Adjustments
|
|
Accumulated Other Comprehensive Income (Loss)
|
||||||||||
Balance at year-end 2017
|
$
|
(23
|
)
|
|
$
|
(10
|
)
|
|
$
|
4
|
|
|
$
|
12
|
|
|
$
|
(17
|
)
|
Other comprehensive income (loss) before reclassifications
(1)
|
152
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
149
|
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
9
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|||||
Net other comprehensive income (loss)
|
161
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
162
|
|
|||||
Adoption of ASU 2016-01
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
|||||
Balance at March 31, 2018
|
$
|
138
|
|
|
$
|
(9
|
)
|
|
$
|
—
|
|
|
$
|
12
|
|
|
$
|
141
|
|
($ in millions)
|
Foreign Currency Translation Adjustments
|
|
Derivative Instrument Adjustments
|
|
Available-For-Sale Securities Unrealized Adjustments
|
|
Pension and Postretirement Adjustments
|
|
Accumulated Other Comprehensive Income (Loss)
|
||||||||||
Balance at year-end 2016
|
$
|
(503
|
)
|
|
$
|
(5
|
)
|
|
$
|
6
|
|
|
$
|
5
|
|
|
$
|
(497
|
)
|
Other comprehensive income (loss) before reclassifications
(1)
|
188
|
|
|
(2
|
)
|
|
(1
|
)
|
|
—
|
|
|
185
|
|
|||||
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net other comprehensive income (loss)
|
188
|
|
|
(2
|
)
|
|
(1
|
)
|
|
—
|
|
|
185
|
|
|||||
Balance at March 31, 2017
|
$
|
(315
|
)
|
|
$
|
(7
|
)
|
|
$
|
5
|
|
|
$
|
5
|
|
|
$
|
(312
|
)
|
(1)
|
Other comprehensive income (loss) before reclassifications for foreign currency translation adjustments includes losses on intra-entity foreign currency transactions that are of a long-term investment nature of
$36 million
for the
2018 first quarter
and
$16 million
for the
2017 first quarter
.
|
•
|
North American Full-Service
, which includes our Luxury and Premium brands located in the U.S. and Canada;
|
•
|
North American Limited-Service
, which includes our Select brands located in the U.S. and Canada; and
|
•
|
Asia Pacific
, which includes all brand tiers in our Asia Pacific region;
|
|
Three Months Ended
|
||||||
($ in millions)
|
March 31, 2018
|
|
March 31, 2017
|
||||
North American Full-Service
|
$
|
3,299
|
|
|
$
|
3,240
|
|
North American Limited-Service
|
761
|
|
|
741
|
|
||
Asia Pacific
|
275
|
|
|
241
|
|
||
Other International
|
527
|
|
|
512
|
|
||
Total segment revenues
|
4,862
|
|
|
4,734
|
|
||
Other unallocated corporate
|
144
|
|
|
178
|
|
||
Total consolidated revenues
|
$
|
5,006
|
|
|
$
|
4,912
|
|
|
Three Months Ended
|
||||||
($ in millions)
|
March 31, 2018
|
|
March 31, 2017
|
||||
North American Full-Service
|
$
|
277
|
|
|
$
|
302
|
|
North American Limited-Service
|
182
|
|
|
187
|
|
||
Asia Pacific
|
112
|
|
|
94
|
|
||
Other International
|
159
|
|
|
118
|
|
||
Total segment profits
|
730
|
|
|
701
|
|
||
Other unallocated corporate
|
(158
|
)
|
|
(144
|
)
|
||
Interest expense, net of interest income
|
(70
|
)
|
|
(63
|
)
|
||
Income taxes
|
(104
|
)
|
|
(123
|
)
|
||
Net income
|
$
|
398
|
|
|
$
|
371
|
|
|
Managed
|
|
Franchised/Licensed
|
|
Owned/Leased
|
|
Other
(1)
|
|
Total
|
||||||||||||||||||||
|
Properties
|
|
Rooms
|
|
Properties
|
|
Rooms
|
|
Properties
|
|
Rooms
|
|
Properties
|
|
Rooms
|
|
Properties
|
|
Rooms
|
||||||||||
North American
Full-Service
|
417
|
|
|
185,406
|
|
|
681
|
|
|
197,675
|
|
|
10
|
|
|
5,235
|
|
|
—
|
|
|
—
|
|
|
1,108
|
|
|
388,316
|
|
North American
Limited-Service
|
403
|
|
|
63,643
|
|
|
3,261
|
|
|
374,742
|
|
|
20
|
|
|
3,006
|
|
|
37
|
|
|
6,271
|
|
|
3,721
|
|
|
447,662
|
|
Asia
Pacific
|
553
|
|
|
165,135
|
|
|
92
|
|
|
25,782
|
|
|
4
|
|
|
953
|
|
|
—
|
|
|
—
|
|
|
649
|
|
|
191,870
|
|
Other
International
|
523
|
|
|
121,733
|
|
|
374
|
|
|
74,435
|
|
|
31
|
|
|
8,154
|
|
|
96
|
|
|
11,772
|
|
|
1,024
|
|
|
216,094
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Timeshare
|
—
|
|
|
—
|
|
|
89
|
|
|
22,186
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
89
|
|
|
22,186
|
|
Total
|
1,896
|
|
|
535,917
|
|
|
4,497
|
|
|
694,820
|
|
|
65
|
|
|
17,348
|
|
|
133
|
|
|
18,043
|
|
|
6,591
|
|
|
1,266,128
|
|
(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
|
|||||||||||||||
|
Three Months Ended March 31, 2018
|
|
Change vs. Three Months Ended March 31, 2017
|
|
Three Months Ended March 31, 2018
|
|
Change vs. Three Months Ended March 31, 2017
|
|
Three Months Ended March 31, 2018
|
|
Change vs. Three Months Ended March 31, 2017
|
|||||||||
JW Marriott
|
$
|
191.86
|
|
|
0.3
|
%
|
|
77.7
|
%
|
|
0.8
|
%
|
pts.
|
|
$
|
246.91
|
|
|
(0.7
|
)%
|
The Ritz-Carlton
|
$
|
304.39
|
|
|
4.8
|
%
|
|
75.7
|
%
|
|
1.3
|
%
|
pts.
|
|
$
|
402.34
|
|
|
3.0
|
%
|
W Hotels
|
$
|
236.66
|
|
|
5.3
|
%
|
|
80.1
|
%
|
|
1.0
|
%
|
pts.
|
|
$
|
295.61
|
|
|
3.9
|
%
|
Composite North American Luxury
(1)
|
$
|
276.65
|
|
|
4.5
|
%
|
|
78.3
|
%
|
|
1.0
|
%
|
pts.
|
|
$
|
353.27
|
|
|
3.2
|
%
|
Marriott Hotels
|
$
|
146.99
|
|
|
0.8
|
%
|
|
73.6
|
%
|
|
0.3
|
%
|
pts.
|
|
$
|
199.85
|
|
|
0.5
|
%
|
Sheraton
|
$
|
128.97
|
|
|
0.3
|
%
|
|
72.6
|
%
|
|
(1.7
|
)%
|
pts.
|
|
$
|
177.59
|
|
|
2.7
|
%
|
Westin
|
$
|
147.42
|
|
|
0.8
|
%
|
|
71.4
|
%
|
|
(0.1
|
)%
|
pts.
|
|
$
|
206.52
|
|
|
1.0
|
%
|
Composite North American Upper Upscale
(2)
|
$
|
141.21
|
|
|
0.6
|
%
|
|
72.7
|
%
|
|
(0.2
|
)%
|
pts.
|
|
$
|
194.29
|
|
|
0.9
|
%
|
North American Full-Service
(3)
|
$
|
164.01
|
|
|
1.7
|
%
|
|
73.6
|
%
|
|
—
|
%
|
pts.
|
|
$
|
222.76
|
|
|
1.7
|
%
|
Courtyard
|
$
|
97.29
|
|
|
(0.1
|
)%
|
|
69.1
|
%
|
|
—
|
%
|
pts.
|
|
$
|
140.90
|
|
|
—
|
%
|
Residence Inn
|
$
|
121.02
|
|
|
(0.4
|
)%
|
|
76.4
|
%
|
|
(0.4
|
)%
|
pts.
|
|
$
|
158.45
|
|
|
0.1
|
%
|
Composite North American Limited-Service
(4)
|
$
|
103.68
|
|
|
0.5
|
%
|
|
71.5
|
%
|
|
0.2
|
%
|
pts.
|
|
$
|
144.91
|
|
|
0.2
|
%
|
North American - All
(5)
|
$
|
145.00
|
|
|
1.4
|
%
|
|
73.0
|
%
|
|
0.1
|
%
|
pts.
|
|
$
|
198.70
|
|
|
1.3
|
%
|
Comparable Systemwide North American Properties
|
||||||||||||||||||||
|
RevPAR
|
|
Occupancy
|
|
Average Daily Rate
|
|||||||||||||||
|
Three Months Ended March 31, 2018
|
|
Change vs. Three Months Ended March 31, 2017
|
|
Three Months Ended March 31, 2018
|
|
Change vs. Three Months Ended March 31, 2017
|
|
Three Months Ended March 31, 2018
|
|
Change vs. Three Months Ended March 31, 2017
|
|||||||||
JW Marriott
|
$
|
190.01
|
|
|
0.6
|
%
|
|
77.4
|
%
|
|
—
|
%
|
pts.
|
|
$
|
245.60
|
|
|
0.6
|
%
|
The Ritz-Carlton
|
$
|
304.39
|
|
|
4.8
|
%
|
|
75.7
|
%
|
|
1.3
|
%
|
pts.
|
|
$
|
402.34
|
|
|
3.0
|
%
|
W Hotels
|
$
|
236.66
|
|
|
5.3
|
%
|
|
80.1
|
%
|
|
1.0
|
%
|
pts.
|
|
$
|
295.61
|
|
|
3.9
|
%
|
Composite North American Luxury
(1)
|
$
|
257.96
|
|
|
4.3
|
%
|
|
77.7
|
%
|
|
1.0
|
%
|
pts.
|
|
$
|
331.95
|
|
|
3.0
|
%
|
Marriott Hotels
|
$
|
125.14
|
|
|
0.6
|
%
|
|
69.6
|
%
|
|
(0.2
|
)%
|
pts.
|
|
$
|
179.69
|
|
|
0.9
|
%
|
Sheraton
|
$
|
102.37
|
|
|
1.5
|
%
|
|
67.8
|
%
|
|
(0.3
|
)%
|
pts.
|
|
$
|
150.91
|
|
|
1.9
|
%
|
Westin
|
$
|
146.22
|
|
|
0.6
|
%
|
|
72.0
|
%
|
|
(0.5
|
)%
|
pts.
|
|
$
|
203.06
|
|
|
1.4
|
%
|
Composite North American Upper Upscale
(2)
|
$
|
125.37
|
|
|
1.0
|
%
|
|
70.0
|
%
|
|
(0.3
|
)%
|
pts.
|
|
$
|
179.11
|
|
|
1.4
|
%
|
North American Full-Service
(3)
|
$
|
138.35
|
|
|
1.6
|
%
|
|
70.8
|
%
|
|
(0.1
|
)%
|
pts.
|
|
$
|
195.55
|
|
|
1.8
|
%
|
Courtyard
|
$
|
94.12
|
|
|
0.9
|
%
|
|
68.9
|
%
|
|
0.7
|
%
|
pts.
|
|
$
|
136.68
|
|
|
(0.1
|
)%
|
Residence Inn
|
$
|
109.92
|
|
|
2.0
|
%
|
|
76.0
|
%
|
|
1.1
|
%
|
pts.
|
|
$
|
144.72
|
|
|
0.5
|
%
|
Fairfield Inn & Suites
|
$
|
73.10
|
|
|
4.2
|
%
|
|
66.3
|
%
|
|
2.1
|
%
|
pts.
|
|
$
|
110.19
|
|
|
0.9
|
%
|
Composite North American Limited-Service
(4)
|
$
|
91.42
|
|
|
2.5
|
%
|
|
70.4
|
%
|
|
1.3
|
%
|
pts.
|
|
$
|
129.90
|
|
|
0.6
|
%
|
North American - All
(5)
|
$
|
111.82
|
|
|
2.0
|
%
|
|
70.5
|
%
|
|
0.7
|
%
|
pts.
|
|
$
|
158.52
|
|
|
1.1
|
%
|
(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
, and
Le Méridien
. Systemwide also includes
Tribute Portfolio
.
|
(3)
|
Includes Composite North American Luxury and Composite North American Upper Upscale.
|
(4)
|
Includes
Courtyard
,
Residence Inn
,
Fairfield Inn & Suites
,
SpringHill Suites
,
TownePlace Suites
,
Four Points
,
Aloft
,
Element
, and
AC Hotels by Marriott
. Systemwide also includes
Moxy
.
|
(5)
|
Includes North American Full-Service and Composite North American Limited-Service.
|
Comparable Company-Operated International Properties
|
||||||||||||||||||||
|
RevPAR
|
|
Occupancy
|
|
Average Daily Rate
|
|||||||||||||||
|
Three Months Ended March 31, 2018
|
|
Change vs. Three Months Ended March 31, 2017
|
|
Three Months Ended March 31, 2018
|
|
Change vs. Three Months Ended March 31, 2017
|
|
Three Months Ended March 31, 2018
|
|
Change vs. Three Months Ended March 31, 2017
|
|||||||||
Greater China
|
$
|
92.66
|
|
|
11.9
|
%
|
|
68.7
|
%
|
|
5.2
|
%
|
pts.
|
|
$
|
134.82
|
|
|
3.4
|
%
|
Rest of Asia Pacific
|
$
|
137.07
|
|
|
7.8
|
%
|
|
76.5
|
%
|
|
1.8
|
%
|
pts.
|
|
$
|
179.25
|
|
|
5.4
|
%
|
Asia Pacific
|
$
|
109.20
|
|
|
10.0
|
%
|
|
71.6
|
%
|
|
3.9
|
%
|
pts.
|
|
$
|
152.49
|
|
|
3.9
|
%
|
Caribbean & Latin America
|
$
|
160.09
|
|
|
10.6
|
%
|
|
68.4
|
%
|
|
2.9
|
%
|
pts.
|
|
$
|
233.91
|
|
|
6.0
|
%
|
Europe
|
$
|
121.72
|
|
|
4.1
|
%
|
|
65.8
|
%
|
|
1.2
|
%
|
pts.
|
|
$
|
185.03
|
|
|
2.3
|
%
|
Middle East & Africa
|
$
|
119.38
|
|
|
3.4
|
%
|
|
69.8
|
%
|
|
4.5
|
%
|
pts.
|
|
$
|
170.91
|
|
|
(3.3
|
)%
|
International - All
(1)
|
$
|
118.21
|
|
|
7.3
|
%
|
|
69.7
|
%
|
|
3.3
|
%
|
pts.
|
|
$
|
169.69
|
|
|
2.2
|
%
|
Worldwide
(2)
|
$
|
131.37
|
|
|
4.0
|
%
|
|
71.3
|
%
|
|
1.7
|
%
|
pts.
|
|
$
|
184.28
|
|
|
1.5
|
%
|
Comparable Systemwide International Properties
|
||||||||||||||||||||
|
RevPAR
|
|
Occupancy
|
|
Average Daily Rate
|
|||||||||||||||
|
Three Months Ended March 31, 2018
|
|
Change vs. Three Months Ended March 31, 2017
|
|
Three Months Ended March 31, 2018
|
|
Change vs. Three Months Ended March 31, 2017
|
|
Three Months Ended March 31, 2018
|
|
Change vs. Three Months Ended March 31, 2017
|
|||||||||
Greater China
|
$
|
92.17
|
|
|
11.5
|
%
|
|
68.1
|
%
|
|
5.2
|
%
|
pts.
|
|
$
|
135.40
|
|
|
3.1
|
%
|
Rest of Asia Pacific
|
$
|
133.07
|
|
|
8.8
|
%
|
|
75.6
|
%
|
|
1.7
|
%
|
pts.
|
|
$
|
175.99
|
|
|
6.3
|
%
|
Asia Pacific
|
$
|
110.34
|
|
|
10.0
|
%
|
|
71.4
|
%
|
|
3.6
|
%
|
pts.
|
|
$
|
154.49
|
|
|
4.4
|
%
|
Caribbean & Latin America
|
$
|
123.80
|
|
|
8.9
|
%
|
|
65.8
|
%
|
|
2.5
|
%
|
pts.
|
|
$
|
188.15
|
|
|
4.8
|
%
|
Europe
|
$
|
104.94
|
|
|
5.9
|
%
|
|
63.0
|
%
|
|
2.4
|
%
|
pts.
|
|
$
|
166.60
|
|
|
1.8
|
%
|
Middle East & Africa
|
$
|
114.24
|
|
|
3.2
|
%
|
|
69.0
|
%
|
|
3.8
|
%
|
pts.
|
|
$
|
165.57
|
|
|
(2.4
|
)%
|
International - All
(1)
|
$
|
110.90
|
|
|
7.5
|
%
|
|
67.9
|
%
|
|
3.2
|
%
|
pts.
|
|
$
|
163.39
|
|
|
2.5
|
%
|
Worldwide
(2)
|
$
|
111.55
|
|
|
3.6
|
%
|
|
69.8
|
%
|
|
1.4
|
%
|
pts.
|
|
$
|
159.92
|
|
|
1.5
|
%
|
(1)
|
Includes
Asia Pacific
,
Caribbean & Latin America
,
Europe
, and
Middle East & Africa
.
|
(2)
|
Includes North American - All and International - All.
|
|
Three Months Ended
|
|||||||||||||
($ in millions)
|
March 31, 2018
|
|
March 31, 2017
|
|
Change 2018 vs. 2017
|
|||||||||
Base management fees
|
$
|
273
|
|
|
$
|
264
|
|
|
$
|
9
|
|
|
3
|
%
|
Franchise fees
|
417
|
|
|
355
|
|
|
62
|
|
|
17
|
%
|
|||
Incentive management fees
|
155
|
|
|
140
|
|
|
15
|
|
|
11
|
%
|
|||
Gross fee revenues
|
845
|
|
|
759
|
|
|
86
|
|
|
11
|
%
|
|||
Contract investment amortization
|
(18
|
)
|
|
(11
|
)
|
|
7
|
|
|
64
|
%
|
|||
Net fee revenues
|
$
|
827
|
|
|
$
|
748
|
|
|
$
|
79
|
|
|
11
|
%
|
|
Three Months Ended
|
|||||||||||||
($ in millions)
|
March 31, 2018
|
|
March 31, 2017
|
|
Change 2018 vs. 2017
|
|||||||||
Owned, leased, and other revenue
|
$
|
406
|
|
|
$
|
428
|
|
|
$
|
(22
|
)
|
|
(5
|
)%
|
Owned, leased, and other - direct expenses
|
336
|
|
|
356
|
|
|
(20
|
)
|
|
(6
|
)%
|
|||
|
$
|
70
|
|
|
$
|
72
|
|
|
$
|
(2
|
)
|
|
(3
|
)%
|
|
Three Months Ended
|
|||||||||||||
($ in millions)
|
March 31, 2018
|
|
March 31, 2017
|
|
Change 2018 vs. 2017
|
|||||||||
Cost reimbursement revenue
|
$
|
3,773
|
|
|
$
|
3,736
|
|
|
$
|
37
|
|
|
1
|
%
|
Reimbursed expenses
|
3,835
|
|
|
3,696
|
|
|
139
|
|
|
4
|
%
|
|||
|
$
|
(62
|
)
|
|
$
|
40
|
|
|
$
|
(102
|
)
|
|
(255
|
)%
|
|
Three Months Ended
|
|||||||||||||
($ in millions)
|
March 31, 2018
|
|
March 31, 2017
|
|
Change 2018 vs. 2017
|
|||||||||
Depreciation, amortization, and other
|
$
|
54
|
|
|
$
|
51
|
|
|
$
|
3
|
|
|
6
|
%
|
General, administrative, and other
|
247
|
|
|
212
|
|
|
35
|
|
|
17
|
%
|
|||
Merger-related costs and charges
|
34
|
|
|
51
|
|
|
(17
|
)
|
|
(33
|
)%
|
|
Three Months Ended
|
|||||||||||||
($ in millions)
|
March 31, 2018
|
|
March 31, 2017
|
|
Change 2018 vs. 2017
|
|||||||||
Gains and other income, net
|
$
|
59
|
|
|
$
|
—
|
|
|
$
|
59
|
|
|
nm
|
|
Interest expense
|
(75
|
)
|
|
(70
|
)
|
|
5
|
|
|
7
|
%
|
|||
Interest income
|
5
|
|
|
7
|
|
|
(2
|
)
|
|
(29
|
)%
|
|||
Equity in earnings
|
13
|
|
|
11
|
|
|
2
|
|
|
18
|
%
|
|
Three Months Ended
|
|||||||||||||
($ in millions)
|
March 31, 2018
|
|
March 31, 2017
|
|
Change 2018 vs. 2017
|
|||||||||
Provision for income taxes
|
$
|
(104
|
)
|
|
$
|
(123
|
)
|
|
$
|
(19
|
)
|
|
(15
|
)%
|
|
Three Months Ended
|
|||||||||||||
($ in millions)
|
March 31, 2018
|
|
March 31, 2017
|
|
Change 2018 vs. 2017
|
|||||||||
Segment revenues
|
$
|
3,299
|
|
|
$
|
3,240
|
|
|
$
|
59
|
|
|
2
|
%
|
Segment profits
|
$
|
277
|
|
|
$
|
302
|
|
|
$
|
(25
|
)
|
|
(8
|
)%
|
•
|
$30 million
of
lower
cost reimbursement revenue, net of reimbursed expenses;
|
•
|
$4 million
of
lower
owned, leased, and other revenue, net of direct expenses, reflecting $20 million lower owned and leased profits from properties sold in 2017, partially offset by $16 million of higher termination fees; and
|
•
|
$9 million
of
higher
base management and franchise fees, primarily reflecting $7 million from unit growth.
|
|
Three Months Ended
|
|||||||||||||
($ in millions)
|
March 31, 2018
|
|
March 31, 2017
|
|
Change 2018 vs. 2017
|
|||||||||
Segment revenues
|
$
|
761
|
|
|
$
|
741
|
|
|
$
|
20
|
|
|
3
|
%
|
Segment profits
|
$
|
182
|
|
|
$
|
187
|
|
|
$
|
(5
|
)
|
|
(3
|
)%
|
•
|
$21 million
of
lower
cost reimbursement revenue, net of reimbursed expenses; and
|
•
|
$16 million
of
higher
base management and franchise fees, primarily reflecting $11 million from unit growth.
|
|
Three Months Ended
|
|||||||||||||
($ in millions)
|
March 31, 2018
|
|
March 31, 2017
|
|
Change 2018 vs. 2017
|
|||||||||
Segment revenues
|
$
|
275
|
|
|
$
|
241
|
|
|
$
|
34
|
|
|
14
|
%
|
Segment profits
|
$
|
112
|
|
|
$
|
94
|
|
|
$
|
18
|
|
|
19
|
%
|
•
|
$12 million
of
higher
incentive management fees driven by higher net house profits and unit growth;
|
•
|
$8 million
of
higher
base management and franchise fees, due to RevPAR and unit growth; and
|
•
|
$6 million
of
lower
cost reimbursement revenue, net of reimbursed expenses.
|
(a)
|
Unregistered Sale of Securities
|
(b)
|
Use of Proceeds
|
(c)
|
Issuer Purchases of Equity Securities
|
(in millions, except per share amounts)
|
|
|
|
|
|
|
|
|
|||||
Period
|
|
Total Number
of Shares
Purchased
|
|
Average Price
per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
(1)
|
|
Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs
(1)
|
|||||
January 1, 2018 - January 31, 2018
|
|
1.7
|
|
|
$
|
139.82
|
|
|
1.7
|
|
|
30.5
|
|
February 1, 2018 - February 28, 2018
|
|
1.4
|
|
|
$
|
139.18
|
|
|
1.4
|
|
|
29.1
|
|
March 1, 2018 - March 31, 2018
|
|
2.5
|
|
|
$
|
138.79
|
|
|
2.5
|
|
|
26.6
|
|
(1)
|
On February 11, 2016 and November 9, 2017, we announced that our Board of Directors increased our common stock repurchase authorization by 25 million shares and 30 million shares, respectively. As of
December 31, 2017
and
March 31, 2018
,
32.2 million
shares and
26.6 million
shares, respectively, remained available for repurchase under Board approved authorizations. We repurchase shares in the open market and in privately negotiated transactions.
|
Exhibit
No.
|
|
Description
|
|
Incorporation by Reference (where a report is indicated below, that document has been previously filed with the SEC and the applicable exhibit is incorporated by reference thereto)
|
3.1
|
|
Restated Certificate of Incorporation.
|
|
|
|
|
|
||
3.2
|
|
Amended and Restated Bylaws.
|
|
|
|
|
|
|
|
10.1
|
|
First Amendment to License, Services, and Development Agreement for Marriott Projects, dated February 26, 2018, among the Company, Marriott Worldwide Corporation, MVWC, and the other signatories thereto.
|
|
|
|
|
|
||
10.2
|
|
First Amendment to License, Services, and Development Agreement
for Ritz-Carlton Projects, dated February 26, 2018, among The Ritz-Carlton Hotel Company, LLC, MVWC, and the other signatories thereto.
|
|
|
|
|
|
||
10.3
|
|
First Amendment to the Marriott Rewards Affiliation Agreement, dated February 26, 2018, among the Company, Marriott Rewards, LLC, MVWC, and Marriott Ownership Resorts, Inc.
|
|
|
|
|
|
||
10.4
|
|
Termination of Noncompetition Agreement, dated February 26, 2018, between the Company and MVWC.
|
|
|
|
|
|
|
|
†10.5
|
|
Amended and Restated Side Letter Agreement – Program Affiliation, dated February 26, 2018, among the Company, Marriott Worldwide Corporation, Marriott Rewards, LLC and MVWC.
|
|
|
|
|
|
||
*10.6.1
|
|
Form of Executive Restricted Stock Unit/MI Shares Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (February 2018).
|
|
|
|
|
|
|
|
*10.6.2
|
|
Form of Retention Executive Restricted Stock Unit Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (February 2018).
|
|
|
|
|
|
|
|
*10.7
|
|
Form of Stock Appreciation Right Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (February 2018).
|
|
|
|
|
|
|
|
*10.8
|
|
Form of Performance Share Unit Award Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (February 2018).
|
|
|
|
|
|
|
|
*10.9
|
|
Marriott International, Inc. Executive Officer Annual Cash Incentive Program.
|
|
|
|
|
|
|
|
12
|
|
Statement of Computation of Ratio of Earnings to Fixed Charges.
|
|
|
|
|
|
||
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 Document.
|
|
Submitted electronically with this report.
|
|
|
|
Exhibit
No.
|
|
Description
|
|
Incorporation by Reference (where a report is indicated below, that document has been previously filed with the SEC and the applicable exhibit is incorporated by reference thereto)
|
101.LAB
|
|
XBRL Taxonomy Label Linkbase Document.
|
|
Submitted electronically with this report.
|
|
|
|
||
101.PRE
|
|
XBRL Taxonomy Presentation Linkbase Document.
|
|
Submitted electronically with this report.
|
†
|
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.
|
*
|
Denotes management contract or compensatory plan.
|
MARRIOTT INTERNATIONAL, INC.
|
10
th
day of May, 2018
|
|
/s/ Bao Giang Val Bauduin
|
Bao Giang Val Bauduin
|
Controller and Chief Accounting Officer
(Duly Authorized Officer) |
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
|
|
|
Hong Kong
|
Securities Law Notice
The Award and any SAR Shares issued upon exercise do not constitute a public offering of securities under Hong Kong law and are available only to employees of the Company and its affiliates. The Plan, the Agreement, including this Addendum, and other incidental communication materials have not been prepared in accordance with and are not intended to constitute a “prospectus” for a public offering of securities under the applicable companies and securities legislation in Hong Kong and have not been registered with or authorized by any regulatory authority in Hong Kong, including the Securities and Futures Commission. This Plan, the Agreement, and the incidental communication materials are intended only for the personal use of each eligible Employee and not for distribution to any other persons. You are advised to exercise caution in relation to the offer. If you have any questions about any of the contents of the Plan, the Agreement, including this Addendum, or other incidental communication materials, you should obtain independent professional advice.
|
|
|
|
|
United Kingdom
|
Settlement
Notwithstanding any discretion in the Plan or the Agreement to the contrary, settlement of the Award shall be in Common Shares and not, in whole or in part, in the form of cash.
Withholding of Tax
The following supplements paragraph 6 of the Agreement: If payment or withholding of the Tax-Related Items is not made within ninety (90) days of the end of the UK tax year in which the event giving rise to the Tax-Related Items occurs (the “Due Date”) or such other period specified in Section 222(1)(c) of the Income Tax (Earnings and Pensions) Act 2003, the amount of any uncollected Tax-Related Items will constitute a loan owed by Employee to the employer, effective on the Due Date. Employee agrees that the loan will bear interest at the then-current Official Rate of Her Majesty’s Revenue and Customs (“HMRC”), it will be immediately due and repayable, and the Company or the employer may recover it at any time thereafter by any of the means referred to paragraph 6 of the Agreement. Notwithstanding the foregoing, if Employee is a director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934, as amended), Employee will not be eligible for such a loan to cover the Tax-Related Items. In the event that Employee is a director or executive officer and the Tax-Related Items are not collected from or paid by Employee by the Due Date, the amount of any uncollected Tax-Related Items will constitute a benefit to Employee on which additional income tax and national insurance contributions will be payable. Employee will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime.
HMRC National Insurance Contributions
The following supplements paragraph 6 of the Agreement: Employee agrees that:
(a) Tax-Related Items within paragraph 6 of the Agreement shall include any secondary class 1 (employer) National Insurance Contributions that:
(i) any employer (or former employer) of Employee is liable to pay (or reasonably believes it is liable to pay); and
(ii) may be lawfully recovered from Employee; and
(b) if required to do so by the Company (at any time when the relevant election can be made) Employee shall:
(i) make a joint election (with the employer or former employer) in the form provided by the Company to transfer to Employee the whole or any part of the employer’s liability that falls within paragraph 6 of the Agreement; and
(ii) enter into arrangements required by HMRC (or any other tax authority) to secure the payment of the transferred liability.
|
|
|
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 Committee’s determination as to whether or not particular conduct constitutes Improper Conduct shall be conclusive.
|
a.
|
In the event Employee’s Continuous Employment terminates prior to the Distribution Date by reason of death or Employee incurs a Disability (as defined in Section 2.19 of the Plan) prior to the Distribution Date, 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 the distribution of the Performance Share Units will occur as soon as administratively practicable thereafter.
|
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 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 Performance Share Units, except not for that portion of Performance Share Units 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 by retiring with the specific approval of the Committee (or
|
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*
|
|
|
|
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 Committee’s determination as to whether or not particular conduct constitutes Improper Conduct shall be conclusive.
|
a.
|
In the event Employee’s Continuous Employment terminates prior to the relevant Distribution Date by reason of death or Employee incurs a Disability (as defined in Section 2.19 of the Plan) prior to the relevant Distribution Date, 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 the distribution of the MI Shares will occur as soon as administratively practicable thereafter.
|
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 MI Shares, 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 by retiring with the specific approval of the Committee (or its delegate) 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
|
|
|
Algeria
|
Exchange Control Information
Algerian residents must obtain prior authorization from the Bank of Algeria before acquiring assets abroad, including shares of a foreign company.
|
|
|
|
|
Argentina
|
Foreign Exchange Restrictions
US dollar transactions must be conducted through a financial intermediary authorized by the Argentine Central Bank. US dollar proceeds from the sale of stock by Employee, when remitted to Argentina, are subject to conversion to Argentine pesos at applicable exchange rates, as well as relevant regulations of the Central Bank. Depending on the amount, Employee may also be required to file certain documentation of the sale with the local bank or otherwise place the funds in a non-interest-bearing US dollar-denominated mandatory deposit account for a holding period of 365 days. As the restrictions may change, it is Employee’s responsibility to confirm the foreign exchange requirements with his/her local bank before any transfer of funds into or out of Argentina.
|
|
|
|
|
Aruba
|
Repatriation Requirement
You understand that you must repatriate any proceeds from the sale of Common Shares acquired under the Plan to Aruba if such proceeds exceed 300,000 Aruban Florins.
|
|
|
|
|
Australia
|
Securities Law Notice
This disclosure has been prepared in connection with offers to employees in Australia under the Plan (a copy of which is available upon request and free of charge, within a reasonable period following your request, from the Human Resources Manager at the hotel property or office where you work) and the Agreement (a copy of which is available at
netbenefits.com
(login required)). It has been prepared to ensure that this grant and any other grant under the Plan (the “Offer”) satisfies the conditions for exemptions granted by the Australian Securities and Investments Commission (“ASIC”) under ASIC Class order 14/1000.
Any advice given to Employee in connection with the Offer is general advice only. It does not take into account the objectives, financial situation and needs of any particular person. No financial product advice is provided in the documentation relating to the Plan and nothing in the documentation should be taken to constitute a recommendation or statement of opinion that is intended to influence Employee in making a decision to participate in the Plan. This means that Employee should consider obtaining his own financial product advice from an independent person who is licensed by the ASIC to give such advice. Marriott International, Inc. will arrange for the Human Resources Manager at the hotel property or office at which Employee works to provide to you in writing, on the next business day following Employee’s request, the Australian dollar equivalent of the current market price of the underlying Common Shares subject to his or her Award (being the price published by NASDAQ as the final price of the Common Shares on the trading day prior to the date of Employee’s request).
Issue of Award
The Award will be issued for no consideration.
Risks of Participation in the Plan
Participation in the Plan and acquiring Common Shares in Marriott International, Inc. carries inherent risks. Employee should carefully consider these risks in light of his or her investment objectives and personal circumstances.
Settlement
Notwithstanding any discretion in the Plan or the Agreement to the contrary, settlement of the Award shall be in Common Shares and not, in whole or in part, in the form of cash.
|
|
|
|
|
Austria
|
Foreign Ownership Reporting
Austrian nationals owning foreign securities (which are not being kept by an Austrian financial institution) are required to file an annual notification with the Austrian National Bank if the value exceeds €5 million at year-end.
|
|
|
|
|
Belgium
|
Foreign Ownership Reporting
If Employee is a resident of Belgium, Employee will be required to submit an annual form declaring Employee’s income or assets (including shares acquired under an employee share plan) held outside of Belgium to the National Bank of Belgium. The reporting should be completed prior to filing Employee’s annual Belgian income tax return.
|
|
|
|
|
Brazil
|
Foreign Ownership Reporting
If Employee is a resident of Brazil, Employee will be required to submit an annual declaration of assets and rights held outside of Brazil to the Central Bank of Brazil (“BACEN”) if the aggregate value of such assets and rights (including any capital gain, dividend or profit attributable to such assets) is equal to or greater than US $100,000. The reporting should be completed at the beginning of the year.
|
|
|
|
|
Chile
|
Securities Law Information
Neither the Company nor the Common Shares are registered with the Chilean Registry of Securities or under the control of the Chilean Superintendency of Securities. Pursuant to General Rule 336, no public offering of securities is being made, and the Company is under no obligation to provide any disclosure or other information in Chile.
Exchange Control Information
It is Employee’s responsibility to make sure that Employee complies with exchange control requirements in Chile that may be applicable if the value of his or her stock transaction is in excess of US $10,000. According to the International Exchange Transaction Regulations (“IETR”) issued by the Central Bank of Chile, it is arguable whether the acquisition of Common Shares for which Employee does not remit funds abroad represents an “investment operation”. In case the acquisition qualifies as an investment operation under the IETR and the aggregate value of any Common Shares exceeds US $10,000, Employee must sign Annex 1 of the Manual of Chapter XII of the Foreign Exchange Regulations and file it directly with the Central Bank within ten days of the settlement of the Award. If Employee’s aggregate investments held outside Chile exceeds US $5,000,000 (including the investments made under the Plan), Employee must report the investments annually to the Central Bank. Annex 3.1 of Chapter XII of the Foreign Exchange Regulations must be used to file this report.
Annual Tax Reporting Information
The Chilean Internal Revenue Service (“CIRS”) requires all taxpayers to provide information annually regarding: (i) the taxes paid abroad, which they will use as a credit against Chilean income taxes, and (ii) the results of foreign investments. These annual reporting obligations must be complied with by submitting a sworn statement setting forth this information before March 15 of each year. The forms to be used to submit the sworn statement are Tax Form 1853 “Annual Sworn Statement Regarding Credits for Taxes Paid Abroad” and Tax Form 1851 “Annual Sworn Statement Regarding Investments Held Abroad.” If Employee is not a Chilean citizen and has been a resident in Chile for less than three years, Employee is exempt from the requirement to file Tax Form 1853. These statements must be submitted electronically through the CIRS website:
www.sii.cl
.
|
|
|
|
|
China
|
Foreign Exchange Control Requirements
Upon vesting of your Award, Common Shares will be issued to you and deposited in your account at the broker designated by the Company. Subject to the Agreement and any applicable trading restrictions, you may immediately sell such shares or hold the shares in the account to sell at a later date. However, you will not be permitted to move your shares out of the designated account other than upon the sale of such shares.
You understand and agree that, pursuant to local exchange control requirements, you may be required to immediately repatriate to China any cash proceeds from the Common Shares or the sale thereof. You further understand that, under local law, such repatriation of your cash proceeds may need to be effectuated through a special-purpose foreign exchange account established by the Company, a Subsidiary or affiliate, or your employer, and you hereby consent and agree that any proceeds from the sale of any Common Shares issued under the Plan may be transferred to such special account prior to being delivered to you. Further, if directed by the Company in its sole discretion, sale proceeds may be distributed to you in your individual USD account; you solely will be responsible for ensuring that you can receive USD deposits in your personal bank account.
If the USD proceeds from the sale of your Common Shares are converted to local currency (RMB) prior to distribution to you, you acknowledge that the Company is under no obligation to secure any particular foreign exchange conversion rate, and the Company may face delays in converting the proceeds to local currency due to applicable restrictions in China. You agree to bear the risk of any conversion rate fluctuation between the date the Award vests and the date of conversion of the proceeds to local currency.
You further agree to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control or other requirements in China, including any tax payment or reimbursement obligations. To comply with its tax withholding obligations, the Company may condition distribution of sale proceeds on your payment (either through payroll withholding or through direct reimbursement to your employer) of any tax amounts due in relation to your Awards.
Unless otherwise determined by the Company in its sole discretion, in the event of termination of employment for any reason, you are required to sell any Common Shares received under your Award within 90 days following termination of employment. If you fail to sell your Common Shares within 90 days after termination of employment, you hereby authorize the Company and its designated broker to sell any of the Common Shares on your behalf pursuant to this authorization. Common Shares will be sold on the market upon or shortly after 90 days after termination of your employment. Neither the Company nor the broker makes any representations or warranties regarding the sale price of such Common Shares. You will receive the proceeds (less applicable fees) through the mechanism described above.
|
|
|
|
|
Hong Kong
|
Securities Law Notice
The Award and any Common Shares issued upon vesting do not constitute a public offering of securities under Hong Kong law and are available only to employees of the Company and its affiliates. The Plan, the Agreement, including this Addendum, and other incidental communication materials have not been prepared in accordance with and are not intended to constitute a “prospectus” for a public offering of securities under the applicable companies and securities legislation in Hong Kong and have not been registered with or authorized by any regulatory authority in Hong Kong, including the Securities and Futures Commission. This Plan, the Agreement, and the incidental communication materials are intended only for the personal use of each eligible Employee and not for distribution to any other persons. You are advised to exercise caution in relation to the offer. If you have any questions about any of the contents of the Plan, the Agreement, including this Addendum, or other incidental communication materials, you should obtain independent professional advice.
|
|
|
|
|
India
|
Repatriation Requirement
You shall take all reasonable steps to repatriate to India immediately all foreign exchange received by you as a consequence of your participation in the Plan and in any case not later than 90 days from the date of sale of the Common Shares so acquired by you under the Plan. Further, you shall in no case take any action (or refrain from taking any action) that has the effect of:
(a) Delaying the receipt by you of the whole or part of such foreign exchange; or
(b) Eliminating the foreign exchange in whole or in part to be receivable by you.
Upon receipt or realization of the foreign exchange in India, including in relation to any dividend payments, you shall surrender the received or realized foreign exchange to an authorized person within a period of 180 days from the date of such receipt or realization, as the case may be. Please note that you should keep the remittance certificate received from the bank where foreign currency is deposited in the event that the Reserve Bank of India, the Company or your employer requests proof of repatriation.
Share Valuation
The amount subject to tax at vesting will partially be dependent upon a valuation that the Company will obtain from a Category I Merchant Banker in India. The Company has no responsibility or obligation to obtain the most favorable valuation possible nor obtain valuations more frequently than required under Indian tax law.
|
|
|
|
|
Indonesia
|
Exchange Control Information
If you remit proceeds from the sale of Common Shares into Indonesia, the Indonesian Bank through which the transaction is made will submit a report on the transaction to the Bank of Indonesia for statistical reporting purposes. For transactions of US $10,000 or more, a description of the transaction must be included in the report. Although the bank through which the transaction is made is required to make the report, you must complete a “Transfer Report Form.” The Transfer Report Form will be provided to you by the bank through which the transaction is made.
In addition, if you are an Indonesian resident, you may be required to provide the Indonesian Central Bank with information on foreign exchange activities. Indonesian residents may be subject to a monthly reporting obligation to the Bank of Indonesia which must be completed online through Bank of Indonesia’s website, no later than the 15th day of the following month. You should consult with your personal advisor to ensure that you are properly reporting your foreign exchange activities.
|
|
|
|
|
Ireland
|
Director Reporting
If you are a director or shadow director of the Company or related company, you may be subject to special reporting requirements with regard to the acquisition of shares or rights over shares. Please contact your personal legal advisor for further details if you are a director or shadow director.
Settlement
Notwithstanding any discretion in the Plan or the Agreement to the contrary, settlement of the Award shall be in Common Shares and not, in whole or in part, in the form of cash.
|
|
|
|
|
Italy
|
Data Privacy Consent
Pursuant to Legislative Decree No. 196/2003, the Controller of personal data processing is Marriott International, Inc., with registered offices at 10400 Fernwood Road, Bethesda, MD 20817, and its Representative in Italy for privacy purposes is Thaddeus Shepherd, Vice President, Executive Compensation & Global Benefits of Marriott (Telephone: 301-380-3000). By accepting this Award, you agree to the following:
I understand that Data processing related to the purposes specified above shall take place under automated or non-automated conditions, anonymously when possible, that comply with the purposes for which Data are collected and with confidentiality and security provisions as set forth by applicable laws and regulations, with specific reference to Legislative Decree No. 196/2003.
The processing activity, including the communication and transfer of my Data abroad, including outside of the European Union, as herein specified and pursuant to applicable laws and regulations, does not require my consent thereto as the processing is necessary for the performance of contractual obligations related to the implementation, administration and management of the Plan. I understand that the use of my Data will be minimized where it is not necessary for the implementation, administration and management of the Plan. I further understand that, pursuant to Section 7 of the Legislative Decree No. 196/2003, I have the right to, including but not limited to, access, delete, update, and ask for rectification of my Data and stop, for legitimate reason, the Data processing. Furthermore, I am aware that my Data will not be used for direct marketing purposes.
|
|
|
|
|
Japan
|
Securities Acquisition Report
If you acquire Common Shares valued at more than ¥100,000,000 total, you must file a Securities Acquisition Report with the Ministry of Finance (“MOF”) through the Bank of Japan within 20 days of the acquisition of the Shares.
Exit Tax
Please note that you may be subject to tax on your Award, even prior to vesting, if you relocate from Japan if you (1) hold financial assets with an aggregate value of ¥100,000,000 or more upon departure from Japan and (2) maintained a principle place of residence (
jusho
) or temporary place of abode (
kyosho
) in Japan for 5 years or more during the 10-year period immediately prior to departing Japan. You should discuss your tax treatment with your personal tax advisor.
|
|
|
|
|
Kazakhstan
|
Exchange Control Information
Although Kazakh residents are no longer required to obtain a license from the National Bank of Kazakhstan before obtaining securities in foreign companies, you may be required to notify the National Bank of Kazakhstan if you acquire Shares under the Plan.
You understand that you are responsible for complying with applicable exchange control regulations in Kazakhstan. As the exchange control regulations in Kazakhstan may change without notice, you should consult a legal advisor prior to the vesting of your Award as well as repatriating the proceeds from the sale of your Common Shares to ensure compliance with the regulations.
|
|
|
|
|
Malaysia
|
Securities Law Notice
The grant of the Company’s equity awards in Malaysia constitutes or relates to an ‘excluded offer,’ ‘excluded invitation,’ or ‘excluded issue’ pursuant to Section 229 and Section 230 of the CMSA, and as a consequence no prospectus is required to be registered with the Securities Commission of Malaysia. The award documents do not constitute and may not be used for the purpose of a public offering or an issue of, offer for subscription or purchase of, or invitation to subscribe for or purchase any securities requiring the registration of a prospectus with the Securities Commission in Malaysia under the CMSA.
Director Notification Obligation
If you are a director of the Company's Malaysian Subsidiary or affiliate, you are subject to certain notification requirements under the Malaysian Companies Act. Among these requirements is an obligation to notify the Malaysian Subsidiary or affiliate in writing when you receive or dispose of an interest (e.g., an Award under the Plan or Common Shares) in the Company or any related company. Such notifications must be made within 14 days of receiving or disposing of any interest in the Company or any related company.
|
|
|
|
|
Mexico
|
Labor Law Acknowledgment
The
invitation Marriott International, Inc. (“Marriott”) is making under the Plan is unilateral and discretionary and is not related to the salary and other contractual benefits granted to you by your employer; therefore, benefits derived from the Plan will not under any circumstance be considered as an integral part of your salary. Marriott reserves the absolute right to amend the Plan and discontinue it at any time without incurring any liability whatsoever. This invitation and, in your case, the acquisition of shares does not, in any way, establish a labor relationship between you and Marriott, nor does it establish any rights between you and your employer.
La invitación que Marriott hace en relación con el Plan es unilateral, discrecional y no se relaciona con el salario y otros beneficios que recibe actualmente de su actual empleador, por lo que cualquier beneficio derivado del Plan no será considerado bajo ninguna circunstancia como parte integral de su salario. Por lo anterior, Marriott se reserva el derecho absoluto para modificar o terminar el mismo, sin incurrir en responsabilidad alguna. Esta invitación y, en su caso, la adquisición de acciones, de ninguna manera establecen relación laboral alguna entre usted y Marriott y tampoco genera derecho alguno entre usted y su empleador.
|
|
|
|
|
New Zealand
|
Securities Law Warning
You are being offered ordinary shares in Marriott International, Inc. (“Marriott”). Marriott Common Shares give you a stake in the ownership of Marriott. You may receive a return if dividends are paid.
If Marriott runs into financial difficulties and is wound up, shareholders will only be paid after all creditors and holders of preference shares (if any) have been paid. You may lose some or all of your investment.
New Zealand law normally requires people who offer financial products to give information to investors before they invest. This information is designed to help investors to make an informed decision. The usual rules do not apply to this offer because it is made under an employee share purchase scheme. As a result, you may not be given all the information usually required. You will also have fewer other legal protections for this investment. Ask questions, read all documents carefully, and seek independent financial advice before committing yourself.
Marriott Common Shares are quoted on the NASDAQ. This means you may be able to sell them on the NASDAQ if there are interested buyers. You may get less than you invested. The price will depend on the demand for the Marriott Common Shares.
In addition, you are directed to the Company’s most recent annual report and published financial statements. In compliance with New Zealand securities law, you are hereby notified that the documents listed below are available for your review on the Company’s external and internal sites at the web addresses listed below:
1.The Company’s most recent Annual Report (Form 10-K) -
http://investor.shareholder.com/MAR/;
2.The Company’s most recent published financial statements -
http://investor.shareholder.com/MAR/;
3.The Plan -
https://www.sec.gov/edgar.shtml
(Exhibit A to Marriott’s Definitive Proxy Statement filed April 4, 2014 (File No. 001-13881));
4.The Plan Prospectus -
netbenefits.com
(login required); and
5.The Agreement (of which this Addendum is a part) -
netbenefits.com
(login required).
A copy of the above documents will be sent to you free of charge upon written request to the Corporate Secretary of Marriott at 10400 Fernwood Road, Bethesda, MD 20817. You should read the materials provided carefully before making a decision whether to participate in the Plan. Please consult your tax advisor for specific information concerning your personal tax situation with regard to Plan participation.
|
|
|
|
|
Philippines
|
Securities Law Notice
This offering is subject to exemption from the requirements of registration with the Philippines Securities and Exchange Commission under Section 10.1 of the Philippines Securities Regulation Code.
THE SECURITIES BEING OFFERED OR SOLD HAVE NOT BEEN REGISTERED WITH THE PHILIPPINES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES REGULATION CODE. ANY FUTURE OFFER OR SALE THEREOF IS SUBJECT TO REGISTRATION REQUIREMENTS UNDER THE CODE UNLESS SUCH OFFER OR SALE QUALIFIES AS AN EXEMPT TRANSACTION.
|
|
|
Singapore
|
Securities Law Notice
This offer and Common Shares to be issued upon hereunder shall be made available only to an employee of the Company or its Subsidiary, in reliance on the prospectus exemption set out in Section 273(1)(f) of the Securities and Futures Act (Chapter 289) of Singapore (the “SFA”) and is not made with a view to the Common Shares so issued being subsequently offered for sale or sold to any other party in Singapore. You understand and acknowledge that this Agreement and/or any other document or material in connection with this offer and the Common Shares thereunder have not been and will not be lodged, registered or reviewed by the Monetary Authority of Singapore. Any and all Common Shares to be issued hereunder shall therefore be subject to the general resale restriction under Section 257 of the SFA, and you undertake not to make any subsequent sale in Singapore, or any offer of sale in Singapore, of any of the Common Shares (received upon vesting of this offer), unless that sale or offer in Singapore is made pursuant to the exemptions under Part XIII Division (1) Subdivision (4) other than Section 280 of the SFA.
Director Reporting
If you are a director or shadow director of the Company or an affiliate, you may be subject to special reporting requirements with regard to the acquisition of shares or rights over shares. Please contact your personal legal advisor for further details if you are a director or shadow director.
Exit Tax / Deemed Exercise Rule
If you have received an Award in relation to your employment in Singapore, please note that if, prior to the vesting of your Award, you are 1) a permanent resident of Singapore and leave Singapore permanently or are transferred out of Singapore; or 2) neither a Singapore citizen nor permanent resident and either cease employment in Singapore or leave Singapore for any period exceeding 3 months, you will likely be taxed on your unvested Award on a “deemed exercise” basis, even though your Award has not yet vested. You should discuss your tax treatment with your personal tax advisor.
|
|
|
|
|
South Africa
|
Securities Law Notice
This is an offer of Restricted Stock Units (“RSUs”) over ordinary shares in Marriott International, Inc. (“Marriott”). You have been provided full particulars of the nature of the Award with this offer, but the relevant documents may also be accessed here:
- The Plan -
https://www.sec.gov/edgar.shtml
(Exhibit A to Marriott’s Definitive Proxy Statement filed April 4, 2014 (File No. 001-13881));
- The Plan Prospectus -
netbenefits.com
(login required); and
- The Agreement (of which this Addendum is a part) -
netbenefits.com
(login required).
Participation in the Plan and acquiring Shares in Marriott carries inherent risks. You should carefully consider these risks in light of your investment objectives and personal circumstances. Any advice given to you in connection with the RSUs is general advice only. It does not take into account the objectives, financial situation and needs of any particular person. No financial product advice is provided in the documentation relating to the Plan and nothing in the documentation should be taken to constitute a recommendation or statement of opinion that is intended to influence you in making a decision to participate in the Plan.
Marriott shares give you a stake in the ownership of Marriott. You may receive a return if dividends or dividend equivalents are paid. If Marriott runs into financial difficulties and is wound up, shareholders will only be paid after all creditors have been paid. You may lose some or all of your Share value.
You are directed to Marriott’s most recent annual report and published financial statements. In particular, Marriott’s most recent Annual Report (Form 10-K) is available to you at
http://investor.shareholder.com/MAR/
(“Investor Relations”) and includes information about Marriott’s business and its profit history over the last 3 years. Any material changes to this information are disclosed on quarterly Form 10-Q filings and Form 8-K filings, which will also be available to you on the Investor Relations site.
Sale Reporting and Liability for Taxes
By accepting the Award, you agree that, immediately upon vesting of the Award, you will notify the Company and your employer of the amount of any gain realized. If you fail to advise the Company and your employer of the gain realized upon vesting, you may be liable for a fine. You will be solely responsible for paying any difference between the actual tax liability and the amount withheld by the Company or your employer.
Exchange Control Information
Any cross-border fund transfers you make, e.g., to purchase shares (if applicable) or to receive proceeds from the sale of any Common Shares, are subject to the requirements of the South African Reserve Bank (the “SARB”). Assuming you are a taxpayer in good standing and over the age of 18 years, you are allowed certain foreign investment allowances and to partake in share incentive or share option schemes offered by foreign parent companies. However, you may be required to complete certain forms for the SARB, the tax authorities, and/or the Authorized Dealer at your commercial bank, or certain other approvals may be required. Please note that the Company is not responsible for obtaining or completing any such forms or approvals on your behalf.
|
|
|
|
|
Spain
|
Foreign Share Ownership Reporting
If you are a Spanish resident, your acquisition, purchase, ownership, and/or sale of foreign-listed stock may be subject to ongoing annual reporting obligations with the Dirección General de Politica Comercial e Inversiones Exteriores (“DGPCIE”) of the Ministerio de Economia, the Bank of Spain, and/or the tax authorities. These requirements change periodically, so you should consult your personal advisor to determine the specific reporting obligations.
Currently, you must declare the acquisition of Shares to DGPCIE for statistical purposes. You must also declare the ownership of any Common Shares with the DGPCIE each January while the shares are owned. The relevant forms are Form D6 and, depending on the amount of assets, Form D8.
In addition, if you perform transactions with non-Spanish residents or hold a balance of assets and liabilities with foreign parties higher than EUR 1,000,000, you may be required to report such transactions and accounts to the Bank of Spain. The frequency (monthly, quarterly or annually) of the notification will vary depending on the total value of the transactions or the balance of assets and liabilities.
If you hold assets or rights outside of Spain (including Shares acquired under the Plan), you may also have to file Form 720 with the tax authorities, generally if the value of your foreign investments exceeds €50,000. Please note that reporting requirements are based on what you have previously disclosed and the increase in value and the total value of certain groups of foreign assets.
|
|
|
|
|
Taiwan
|
Foreign Exchange Restrictions
You may acquire and remit foreign currency (including proceeds from the sale of Shares) into and out of Taiwan of up to US $5,000,000 per year. If this threshold is exceeded, you may be required to apply for an approval from the Central Bank of China ("CBC"). In the event that the remittance amount reaches US $500,000 or more, you may be required to provide supporting documentation to the satisfaction of the remitting bank. Please also note that if the transaction amount is NT $500,000 or more in a single transaction, it should be declared on a CBC-prescribed form, but this is typically a standard procedure managed by the local bank handling the transaction.
|
|
|
|
|
Thailand
|
Foreign Exchange Information
Please note that dividends (if any) received from foreign stock and all proceeds from the sale of such stock are subject to Ministerial Regulation No. 26. You should consult with your personal advisor to ensure that you are properly complying with the foreign exchange regulations.
|
|
|
|
|
|
|
Vietnam
|
Exchange Control Obligations
Any proceeds received upon exercise and sale of Shares and any dividends must be repatriated to Vietnam within 6 months from the date of issuance of the tax finalization report or equivalent document in relation to such proceeds.
|
Vesting Date
|
|
Number of RSUs Vesting
|
<MM/DD/YYYY>
|
|
<##>
|
<MM/DD/YYYY>
|
|
<##>
|
<MM/DD/YYYY>
|
|
<##>
|
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 Committee’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 Chief Human Resources Officer
|
|
Signed Electronically
|
|
|
Algeria
|
Exchange Control Information
Algerian residents must obtain prior authorization from the Bank of Algeria before acquiring assets abroad, including shares of a foreign company.
|
|
|
|
|
Argentina
|
Foreign Exchange Restrictions
US dollar transactions must be conducted through a financial intermediary authorized by the Argentine Central Bank. US dollar proceeds from the sale of stock by Employee, when remitted to Argentina, are subject to conversion to Argentine pesos at applicable exchange rates, as well as relevant regulations of the Central Bank. Depending on the amount, Employee may also be required to file certain documentation of the sale with the local bank or otherwise place the funds in a non-interest-bearing US dollar-denominated mandatory deposit account for a holding period of 365 days. As the restrictions may change, it is Employee’s responsibility to confirm the foreign exchange requirements with his/her local bank before any transfer of funds into or out of Argentina.
|
|
|
|
|
Aruba
|
Repatriation Requirement
You understand that you must repatriate any proceeds from the sale of Common Shares acquired under the Plan to Aruba if such proceeds exceed 300,000 Aruban Florins.
|
|
|
|
|
Australia
|
Securities Law Notice
This disclosure has been prepared in connection with offers to employees in Australia under the Plan (a copy of which is available upon request and free of charge, within a reasonable period following your request, from the Human Resources Manager at the hotel property or office where you work) and the Agreement (a copy of which is available at
netbenefits.com
(login required)). It has been prepared to ensure that this grant and any other grant under the Plan (the “Offer”) satisfies the conditions for exemptions granted by the Australian Securities and Investments Commission (“ASIC”) under ASIC Class order 14/1000.
Any advice given to Employee in connection with the Offer is general advice only. It does not take into account the objectives, financial situation and needs of any particular person. No financial product advice is provided in the documentation relating to the Plan and nothing in the documentation should be taken to constitute a recommendation or statement of opinion that is intended to influence Employee in making a decision to participate in the Plan. This means that Employee should consider obtaining his own financial product advice from an independent person who is licensed by the ASIC to give such advice. Marriott International, Inc. will arrange for the Human Resources Manager at the hotel property or office at which Employee works to provide to you in writing, on the next business day following Employee’s request, the Australian dollar equivalent of the current market price of the underlying Common Shares subject to his or her Award (being the price published by NASDAQ as the final price of the Common Shares on the trading day prior to the date of Employee’s request).
Issue of Award
The Award will be issued for no consideration.
Risks of Participation in the Plan
Participation in the Plan and acquiring Common Shares in Marriott International, Inc. carries inherent risks. Employee should carefully consider these risks in light of his or her investment objectives and personal circumstances.
Settlement
Notwithstanding any discretion in the Plan or the Agreement to the contrary, settlement of the Award shall be in Common Shares and not, in whole or in part, in the form of cash.
|
|
|
|
|
Austria
|
Foreign Ownership Reporting
Austrian nationals owning foreign securities (which are not being kept by an Austrian financial institution) are required to file an annual notification with the Austrian National Bank if the value exceeds €5 million at year-end.
|
|
|
|
|
Belgium
|
Foreign Ownership Reporting
If Employee is a resident of Belgium, Employee will be required to submit an annual form declaring Employee’s income or assets (including shares acquired under an employee share plan) held outside of Belgium to the National Bank of Belgium. The reporting should be completed prior to filing Employee’s annual Belgian income tax return.
|
|
|
|
|
Brazil
|
Foreign Ownership Reporting
If Employee is a resident of Brazil, Employee will be required to submit an annual declaration of assets and rights held outside of Brazil to the Central Bank of Brazil (“BACEN”) if the aggregate value of such assets and rights (including any capital gain, dividend or profit attributable to such assets) is equal to or greater than US $100,000. The reporting should be completed at the beginning of the year.
|
|
|
|
|
Chile
|
Securities Law Information
Neither the Company nor the Common Shares are registered with the Chilean Registry of Securities or under the control of the Chilean Superintendency of Securities. Pursuant to General Rule 336, no public offering of securities is being made, and the Company is under no obligation to provide any disclosure or other information in Chile.
Exchange Control Information
It is Employee’s responsibility to make sure that Employee complies with exchange control requirements in Chile that may be applicable if the value of his or her stock transaction is in excess of US $10,000. According to the International Exchange Transaction Regulations (“IETR”) issued by the Central Bank of Chile, it is arguable whether the acquisition of Common Shares for which Employee does not remit funds abroad represents an “investment operation”. In case the acquisition qualifies as an investment operation under the IETR and the aggregate value of any Common Shares exceeds US $10,000, Employee must sign Annex 1 of the Manual of Chapter XII of the Foreign Exchange Regulations and file it directly with the Central Bank within ten days of the settlement of the Award. If Employee’s aggregate investments held outside Chile exceeds US $5,000,000 (including the investments made under the Plan), Employee must report the investments annually to the Central Bank. Annex 3.1 of Chapter XII of the Foreign Exchange Regulations must be used to file this report.
Annual Tax Reporting Information
The Chilean Internal Revenue Service (“CIRS”) requires all taxpayers to provide information annually regarding: (i) the taxes paid abroad, which they will use as a credit against Chilean income taxes, and (ii) the results of foreign investments. These annual reporting obligations must be complied with by submitting a sworn statement setting forth this information before March 15 of each year. The forms to be used to submit the sworn statement are Tax Form 1853 “Annual Sworn Statement Regarding Credits for Taxes Paid Abroad” and Tax Form 1851 “Annual Sworn Statement Regarding Investments Held Abroad.” If Employee is not a Chilean citizen and has been a resident in Chile for less than three years, Employee is exempt from the requirement to file Tax Form 1853. These statements must be submitted electronically through the CIRS website:
www.sii.cl
.
|
|
|
|
|
China
|
Foreign Exchange Control Requirements
Upon vesting of your Award, Common Shares will be issued to you and deposited in your account at the broker designated by the Company. Subject to the Agreement and any applicable trading restrictions, you may immediately sell such shares or hold the shares in the account to sell at a later date. However, you will not be permitted to move your shares out of the designated account other than upon the sale of such shares.
You understand and agree that, pursuant to local exchange control requirements, you may be required to immediately repatriate to China any cash proceeds from the Common Shares or the sale thereof. You further understand that, under local law, such repatriation of your cash proceeds may need to be effectuated through a special-purpose foreign exchange account established by the Company, a Subsidiary or affiliate, or your employer, and you hereby consent and agree that any proceeds from the sale of any Common Shares issued under the Plan may be transferred to such special account prior to being delivered to you. Further, if directed by the Company in its sole discretion, sale proceeds may be distributed to you in your individual USD account; you solely will be responsible for ensuring that you can receive USD deposits in your personal bank account.
If the USD proceeds from the sale of your Common Shares are converted to local currency (RMB) prior to distribution to you, you acknowledge that the Company is under no obligation to secure any particular foreign exchange conversion rate, and the Company may face delays in converting the proceeds to local currency due to applicable restrictions in China. You agree to bear the risk of any conversion rate fluctuation between the date the Award vests and the date of conversion of the proceeds to local currency.
You further agree to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control or other requirements in China, including any tax payment or reimbursement obligations. To comply with its tax withholding obligations, the Company may condition distribution of sale proceeds on your payment (either through payroll withholding or through direct reimbursement to your employer) of any tax amounts due in relation to your Awards.
Unless otherwise determined by the Company in its sole discretion, in the event of termination of employment for any reason, you are required to sell any Common Shares received under your Award within 90 days following termination of employment. If you fail to sell your Common Shares within 90 days after termination of employment, you hereby authorize the Company and its designated broker to sell any of the Common Shares on your behalf pursuant to this authorization. Common Shares will be sold on the market upon or shortly after 90 days after termination of your employment. Neither the Company nor the broker makes any representations or warranties regarding the sale price of such Common Shares. You will receive the proceeds (less applicable fees) through the mechanism described above.
|
|
|
|
|
Hong Kong
|
Securities Law Notice
The Award and any Common Shares issued upon vesting do not constitute a public offering of securities under Hong Kong law and are available only to employees of the Company and its affiliates. The Plan, the Agreement, including this Addendum, and other incidental communication materials have not been prepared in accordance with and are not intended to constitute a “prospectus” for a public offering of securities under the applicable companies and securities legislation in Hong Kong and have not been registered with or authorized by any regulatory authority in Hong Kong, including the Securities and Futures Commission. This Plan, the Agreement, and the incidental communication materials are intended only for the personal use of each eligible Employee and not for distribution to any other persons. You are advised to exercise caution in relation to the offer. If you have any questions about any of the contents of the Plan, the Agreement, including this Addendum, or other incidental communication materials, you should obtain independent professional advice.
|
|
|
|
|
India
|
Repatriation Requirement
You shall take all reasonable steps to repatriate to India immediately all foreign exchange received by you as a consequence of your participation in the Plan and in any case not later than 90 days from the date of sale of the Common Shares so acquired by you under the Plan. Further, you shall in no case take any action (or refrain from taking any action) that has the effect of:
(a) Delaying the receipt by you of the whole or part of such foreign exchange; or
(b) Eliminating the foreign exchange in whole or in part to be receivable by you.
Upon receipt or realization of the foreign exchange in India, including in relation to any dividend payments, you shall surrender the received or realized foreign exchange to an authorized person within a period of 180 days from the date of such receipt or realization, as the case may be. Please note that you should keep the remittance certificate received from the bank where foreign currency is deposited in the event that the Reserve Bank of India, the Company or your employer requests proof of repatriation.
Share Valuation
The amount subject to tax at vesting will partially be dependent upon a valuation that the Company will obtain from a Category I Merchant Banker in India. The Company has no responsibility or obligation to obtain the most favorable valuation possible nor obtain valuations more frequently than required under Indian tax law.
|
|
|
|
|
Indonesia
|
Exchange Control Information
If you remit proceeds from the sale of Common Shares into Indonesia, the Indonesian Bank through which the transaction is made will submit a report on the transaction to the Bank of Indonesia for statistical reporting purposes. For transactions of US $10,000 or more, a description of the transaction must be included in the report. Although the bank through which the transaction is made is required to make the report, you must complete a “Transfer Report Form.” The Transfer Report Form will be provided to you by the bank through which the transaction is made.
In addition, if you are an Indonesian resident, you may be required to provide the Indonesian Central Bank with information on foreign exchange activities. Indonesian residents may be subject to a monthly reporting obligation to the Bank of Indonesia which must be completed online through Bank of Indonesia’s website, no later than the 15th day of the following month. You should consult with your personal advisor to ensure that you are properly reporting your foreign exchange activities.
|
|
|
|
|
Ireland
|
Director Reporting
If you are a director or shadow director of the Company or related company, you may be subject to special reporting requirements with regard to the acquisition of shares or rights over shares. Please contact your personal legal advisor for further details if you are a director or shadow director.
Settlement
Notwithstanding any discretion in the Plan or the Agreement to the contrary, settlement of the Award shall be in Common Shares and not, in whole or in part, in the form of cash.
|
|
|
|
|
Italy
|
Data Privacy Consent
Pursuant to Legislative Decree No. 196/2003, the Controller of personal data processing is Marriott International, Inc., with registered offices at 10400 Fernwood Road, Bethesda, MD 20817, and its Representative in Italy for privacy purposes is Thaddeus Shepherd, Vice President, Executive Compensation & Global Benefits of Marriott (Telephone: 301-380-3000). By accepting this Award, you agree to the following:
I understand that Data processing related to the purposes specified above shall take place under automated or non-automated conditions, anonymously when possible, that comply with the purposes for which Data are collected and with confidentiality and security provisions as set forth by applicable laws and regulations, with specific reference to Legislative Decree No. 196/2003.
The processing activity, including the communication and transfer of my Data abroad, including outside of the European Union, as herein specified and pursuant to applicable laws and regulations, does not require my consent thereto as the processing is necessary for the performance of contractual obligations related to the implementation, administration and management of the Plan. I understand that the use of my Data will be minimized where it is not necessary for the implementation, administration and management of the Plan. I further understand that, pursuant to Section 7 of the Legislative Decree No. 196/2003, I have the right to, including but not limited to, access, delete, update, and ask for rectification of my Data and stop, for legitimate reason, the Data processing. Furthermore, I am aware that my Data will not be used for direct marketing purposes.
|
|
|
|
|
Japan
|
Securities Acquisition Report
If you acquire Common Shares valued at more than ¥100,000,000 total, you must file a Securities Acquisition Report with the Ministry of Finance (“MOF”) through the Bank of Japan within 20 days of the acquisition of the Shares.
Exit Tax
Please note that you may be subject to tax on your Award, even prior to vesting, if you relocate from Japan if you (1) hold financial assets with an aggregate value of ¥100,000,000 or more upon departure from Japan and (2) maintained a principle place of residence (
jusho
) or temporary place of abode (
kyosho
) in Japan for 5 years or more during the 10-year period immediately prior to departing Japan. You should discuss your tax treatment with your personal tax advisor.
|
|
|
|
|
Kazakhstan
|
Exchange Control Information
Although Kazakh residents are no longer required to obtain a license from the National Bank of Kazakhstan before obtaining securities in foreign companies, you may be required to notify the National Bank of Kazakhstan if you acquire Shares under the Plan.
You understand that you are responsible for complying with applicable exchange control regulations in Kazakhstan. As the exchange control regulations in Kazakhstan may change without notice, you should consult a legal advisor prior to the vesting of your Award as well as repatriating the proceeds from the sale of your Common Shares to ensure compliance with the regulations.
|
|
|
|
|
Malaysia
|
Securities Law Notice
The grant of the Company’s equity awards in Malaysia constitutes or relates to an ‘excluded offer,’ ‘excluded invitation,’ or ‘excluded issue’ pursuant to Section 229 and Section 230 of the CMSA, and as a consequence no prospectus is required to be registered with the Securities Commission of Malaysia. The award documents do not constitute and may not be used for the purpose of a public offering or an issue of, offer for subscription or purchase of, or invitation to subscribe for or purchase any securities requiring the registration of a prospectus with the Securities Commission in Malaysia under the CMSA.
Director Notification Obligation
If you are a director of the Company's Malaysian Subsidiary or affiliate, you are subject to certain notification requirements under the Malaysian Companies Act. Among these requirements is an obligation to notify the Malaysian Subsidiary or affiliate in writing when you receive or dispose of an interest (e.g., an Award under the Plan or Common Shares) in the Company or any related company. Such notifications must be made within 14 days of receiving or disposing of any interest in the Company or any related company.
|
|
|
|
|
Mexico
|
Labor Law Acknowledgment
The
invitation Marriott International, Inc. (“Marriott”) is making under the Plan is unilateral and discretionary and is not related to the salary and other contractual benefits granted to you by your employer; therefore, benefits derived from the Plan will not under any circumstance be considered as an integral part of your salary. Marriott reserves the absolute right to amend the Plan and discontinue it at any time without incurring any liability whatsoever. This invitation and, in your case, the acquisition of shares does not, in any way, establish a labor relationship between you and Marriott, nor does it establish any rights between you and your employer.
La invitación que Marriott hace en relación con el Plan es unilateral, discrecional y no se relaciona con el salario y otros beneficios que recibe actualmente de su actual empleador, por lo que cualquier beneficio derivado del Plan no será considerado bajo ninguna circunstancia como parte integral de su salario. Por lo anterior, Marriott se reserva el derecho absoluto para modificar o terminar el mismo, sin incurrir en responsabilidad alguna. Esta invitación y, en su caso, la adquisición de acciones, de ninguna manera establecen relación laboral alguna entre usted y Marriott y tampoco genera derecho alguno entre usted y su empleador.
|
|
|
|
|
New Zealand
|
Securities Law Warning
You are being offered ordinary shares in Marriott International, Inc. (“Marriott”). Marriott Common Shares give you a stake in the ownership of Marriott. You may receive a return if dividends are paid.
If Marriott runs into financial difficulties and is wound up, shareholders will only be paid after all creditors and holders of preference shares (if any) have been paid. You may lose some or all of your investment.
New Zealand law normally requires people who offer financial products to give information to investors before they invest. This information is designed to help investors to make an informed decision. The usual rules do not apply to this offer because it is made under an employee share purchase scheme. As a result, you may not be given all the information usually required. You will also have fewer other legal protections for this investment. Ask questions, read all documents carefully, and seek independent financial advice before committing yourself.
Marriott Common Shares are quoted on the NASDAQ. This means you may be able to sell them on the NASDAQ if there are interested buyers. You may get less than you invested. The price will depend on the demand for the Marriott Common Shares.
In addition, you are directed to the Company’s most recent annual report and published financial statements. In compliance with New Zealand securities law, you are hereby notified that the documents listed below are available for your review on the Company’s external and internal sites at the web addresses listed below:
1.The Company’s most recent Annual Report (Form 10-K) - http://investor.shareholder.com/MAR/;
2.The Company’s most recent published financial statements - http://investor.shareholder.com/MAR/;
3.The Plan -
https://www.sec.gov/edgar.shtml
(Exhibit A to Marriott’s Definitive Proxy Statement filed April 4, 2014 (File No. 001-13881));
4.The Plan Prospectus -
netbenefits.com
(login required); and
5.The Agreement (of which this Addendum is a part) -
netbenefits.com
(login required).
A copy of the above documents will be sent to you free of charge upon written request to the Corporate Secretary of Marriott at 10400 Fernwood Road, Bethesda, MD 20817. You should read the materials provided carefully before making a decision whether to participate in the Plan. Please consult your tax advisor for specific information concerning your personal tax situation with regard to Plan participation.
|
|
|
|
|
Philippines
|
Securities Law Notice
This offering is subject to exemption from the requirements of registration with the Philippines Securities and Exchange Commission under Section 10.1 of the Philippines Securities Regulation Code.
THE SECURITIES BEING OFFERED OR SOLD HAVE NOT BEEN REGISTERED WITH THE PHILIPPINES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES REGULATION CODE. ANY FUTURE OFFER OR SALE THEREOF IS SUBJECT TO REGISTRATION REQUIREMENTS UNDER THE CODE UNLESS SUCH OFFER OR SALE QUALIFIES AS AN EXEMPT TRANSACTION.
|
|
|
Singapore
|
Securities Law Notice
This offer and Common Shares to be issued upon hereunder shall be made available only to an employee of the Company or its Subsidiary, in reliance on the prospectus exemption set out in Section 273(1)(f) of the Securities and Futures Act (Chapter 289) of Singapore (the “SFA”) and is not made with a view to the Common Shares so issued being subsequently offered for sale or sold to any other party in Singapore. You understand and acknowledge that this Agreement and/or any other document or material in connection with this offer and the Common Shares thereunder have not been and will not be lodged, registered or reviewed by the Monetary Authority of Singapore. Any and all Common Shares to be issued hereunder shall therefore be subject to the general resale restriction under Section 257 of the SFA, and you undertake not to make any subsequent sale in Singapore, or any offer of sale in Singapore, of any of the Common Shares (received upon vesting of this offer), unless that sale or offer in Singapore is made pursuant to the exemptions under Part XIII Division (1) Subdivision (4) other than Section 280 of the SFA.
Director Reporting
If you are a director or shadow director of the Company or an affiliate, you may be subject to special reporting requirements with regard to the acquisition of shares or rights over shares. Please contact your personal legal advisor for further details if you are a director or shadow director.
Exit Tax / Deemed Exercise Rule
If you have received an Award in relation to your employment in Singapore, please note that if, prior to the vesting of your Award, you are 1) a permanent resident of Singapore and leave Singapore permanently or are transferred out of Singapore; or 2) neither a Singapore citizen nor permanent resident and either cease employment in Singapore or leave Singapore for any period exceeding 3 months, you will likely be taxed on your unvested Award on a “deemed exercise” basis, even though your Award has not yet vested. You should discuss your tax treatment with your personal tax advisor.
|
|
|
|
|
South Africa
|
Securities Law Notice
This is an offer of Restricted Stock Units (“RSUs”) over ordinary shares in Marriott International, Inc. (“Marriott”). You have been provided full particulars of the nature of the Award with this offer, but the relevant documents may also be accessed here:
- The Plan -
https://www.sec.gov/edgar.shtml
(Exhibit A to Marriott’s Definitive Proxy Statement filed April 4, 2014 (File No. 001-13881));
- The Plan Prospectus -
netbenefits.com
(login required); and
- The Agreement (of which this Addendum is a part) -
netbenefits.com
(login required).
Participation in the Plan and acquiring Shares in Marriott carries inherent risks. You should carefully consider these risks in light of your investment objectives and personal circumstances. Any advice given to you in connection with the RSUs is general advice only. It does not take into account the objectives, financial situation and needs of any particular person. No financial product advice is provided in the documentation relating to the Plan and nothing in the documentation should be taken to constitute a recommendation or statement of opinion that is intended to influence you in making a decision to participate in the Plan.
Marriott shares give you a stake in the ownership of Marriott. You may receive a return if dividends or dividend equivalents are paid. If Marriott runs into financial difficulties and is wound up, shareholders will only be paid after all creditors have been paid. You may lose some or all of your Share value.
You are directed to Marriott’s most recent annual report and published financial statements. In particular, Marriott’s most recent Annual Report (Form 10-K) is available to you at
http://investor.shareholder.com/MAR/
(“Investor Relations”) and includes information about Marriott’s business and its profit history over the last 3 years. Any material changes to this information are disclosed on quarterly Form 10-Q filings and Form 8-K filings, which will also be available to you on the Investor Relations site.
Sale Reporting and Liability for Taxes
By accepting the Award, you agree that, immediately upon vesting of the Award, you will notify the Company and your employer of the amount of any gain realized. If you fail to advise the Company and your employer of the gain realized upon vesting, you may be liable for a fine. You will be solely responsible for paying any difference between the actual tax liability and the amount withheld by the Company or your employer.
Exchange Control Information
Any cross-border fund transfers you make, e.g., to purchase shares (if applicable) or to receive proceeds from the sale of any Common Shares, are subject to the requirements of the South African Reserve Bank (the “SARB”). Assuming you are a taxpayer in good standing and over the age of 18 years, you are allowed certain foreign investment allowances and to partake in share incentive or share option schemes offered by foreign parent companies. However, you may be required to complete certain forms for the SARB, the tax authorities, and/or the Authorized Dealer at your commercial bank, or certain other approvals may be required. Please note that the Company is not responsible for obtaining or completing any such forms or approvals on your behalf.
|
|
|
|
|
Spain
|
Foreign Share Ownership Reporting
If you are a Spanish resident, your acquisition, purchase, ownership, and/or sale of foreign-listed stock may be subject to ongoing annual reporting obligations with the Dirección General de Politica Comercial e Inversiones Exteriores (“DGPCIE”) of the Ministerio de Economia, the Bank of Spain, and/or the tax authorities. These requirements change periodically, so you should consult your personal advisor to determine the specific reporting obligations.
Currently, you must declare the acquisition of Shares to DGPCIE for statistical purposes. You must also declare the ownership of any Common Shares with the DGPCIE each January while the shares are owned. The relevant forms are Form D6 and, depending on the amount of assets, Form D8.
In addition, if you perform transactions with non-Spanish residents or hold a balance of assets and liabilities with foreign parties higher than EUR 1,000,000, you may be required to report such transactions and accounts to the Bank of Spain. The frequency (monthly, quarterly or annually) of the notification will vary depending on the total value of the transactions or the balance of assets and liabilities.
If you hold assets or rights outside of Spain (including Shares acquired under the Plan), you may also have to file Form 720 with the tax authorities, generally if the value of your foreign investments exceeds €50,000. Please note that reporting requirements are based on what you have previously disclosed and the increase in value and the total value of certain groups of foreign assets.
|
|
|
|
|
Taiwan
|
Foreign Exchange Restrictions
You may acquire and remit foreign currency (including proceeds from the sale of Shares) into and out of Taiwan of up to US $5,000,000 per year. If this threshold is exceeded, you may be required to apply for an approval from the Central Bank of China ("CBC"). In the event that the remittance amount reaches US $500,000 or more, you may be required to provide supporting documentation to the satisfaction of the remitting bank. Please also note that if the transaction amount is NT $500,000 or more in a single transaction, it should be declared on a CBC-prescribed form, but this is typically a standard procedure managed by the local bank handling the transaction.
|
|
|
|
|
Thailand
|
Foreign Exchange Information
Please note that dividends (if any) received from foreign stock and all proceeds from the sale of such stock are subject to Ministerial Regulation No. 26. You should consult with your personal advisor to ensure that you are properly complying with the foreign exchange regulations.
|
|
|
|
|
|
|
Vietnam
|
Exchange Control Obligations
Any proceeds received upon exercise and sale of Shares and any dividends must be repatriated to Vietnam within 6 months from the date of issuance of the tax finalization report or equivalent document in relation to such proceeds.
|
|
|
Three Months Ended
|
||||||
($ in millions, except ratio)
|
|
March 31, 2018
|
|
March 31, 2017
|
||||
Income before income taxes
|
|
$
|
502
|
|
|
$
|
494
|
|
Income related to equity method investees
|
|
(13
|
)
|
|
(11
|
)
|
||
|
|
489
|
|
|
483
|
|
||
Add/(deduct):
|
|
|
|
|
||||
Fixed charges
|
|
95
|
|
|
88
|
|
||
Interest capitalized
|
|
(1
|
)
|
|
—
|
|
||
Distributed income of equity method investees
|
|
5
|
|
|
9
|
|
||
Earnings available for fixed charges
|
|
$
|
588
|
|
|
$
|
580
|
|
Fixed charges:
|
|
|
|
|
||||
Interest expensed and capitalized
(1)
|
|
$
|
76
|
|
|
$
|
70
|
|
Estimate of interest within rent expense
|
|
19
|
|
|
18
|
|
||
Total fixed charges
|
|
$
|
95
|
|
|
$
|
88
|
|
Ratio of earnings to fixed charges
|
|
6.2
|
|
|
6.6
|
|
(1)
|
“Interest expensed and capitalized” includes amortized premiums, discounts, and capitalized expenses related to indebtedness.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Marriott International, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
10
th
day of May, 2018
|
/s/ Arne M. Sorenson
|
|
Arne M. Sorenson
President and
Chief Executive Officer
(Principal Executive Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Marriott International, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
10
th
day of May, 2018
|
/s/ Kathleen K. Oberg
|
|
Kathleen K. Oberg
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
|
(1)
|
the quarterly report on Form 10-Q of the Company for the period ended
March 31, 2018
, (the “Quarterly Report”) fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
|
(2)
|
the information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
10
th
day of May, 2018
|
/s/ Arne M. Sorenson
|
|
Arne M. Sorenson
President and
Chief Executive Officer
(Principal Executive Officer)
|
(1)
|
the quarterly report on Form 10-Q of the Company for the period ended
March 31, 2018
, (the “Quarterly Report”) fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
|
(2)
|
the information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
10
th
day of May, 2018
|
/s/ Kathleen K. Oberg
|
|
Kathleen K. Oberg
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
|