ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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52-2055918
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer
Identification No.)
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10400 Fernwood Road, Bethesda, Maryland
(Address of principal executive offices)
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20817
(Zip Code)
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Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on Which Registered
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Class A Common Stock, $0.01 par value
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MAR
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Nasdaq Global Select Market
Chicago Stock Exchange
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Page No.
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Part I.
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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Part II.
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Item 1.
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Item 1A.
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Item 2.
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Item 6.
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Three Months Ended
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||||||
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March 31, 2019
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|
March 31, 2018
|
||||
REVENUES
|
|
|
|
||||
Base management fees
|
$
|
282
|
|
|
$
|
273
|
|
Franchise fees
|
450
|
|
|
417
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||
Incentive management fees
|
163
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|
|
155
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||
Gross fee revenues
|
895
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|
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845
|
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||
Contract investment amortization
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(14
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)
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(18
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)
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Net fee revenues
|
881
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|
827
|
|
||
Owned, leased, and other revenue
|
375
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|
406
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Cost reimbursement revenue
|
3,756
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3,776
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5,012
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5,009
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OPERATING COSTS AND EXPENSES
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|
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|
||||
Owned, leased, and other-direct
|
325
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|
|
336
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|
||
Depreciation, amortization, and other
|
54
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|
54
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|
||
General, administrative, and other
|
222
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|
|
247
|
|
||
Merger-related costs and charges
|
9
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|
|
34
|
|
||
Reimbursed expenses
|
3,892
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3,808
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4,502
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4,479
|
|
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OPERATING INCOME
|
510
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|
|
530
|
|
||
Gains and other income, net
|
5
|
|
|
59
|
|
||
Interest expense
|
(97
|
)
|
|
(75
|
)
|
||
Interest income
|
6
|
|
|
5
|
|
||
Equity in earnings
|
8
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|
|
13
|
|
||
INCOME BEFORE INCOME TAXES
|
432
|
|
|
532
|
|
||
Provision for income taxes
|
(57
|
)
|
|
(112
|
)
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NET INCOME
|
$
|
375
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|
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$
|
420
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EARNINGS PER SHARE
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|
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Earnings per share - basic
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$
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1.10
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$
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1.17
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Earnings per share - diluted
|
$
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1.09
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|
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$
|
1.16
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Three Months Ended
|
||||||
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March 31, 2019
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March 31, 2018
|
||||
Net income
|
$
|
375
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|
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$
|
420
|
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Other comprehensive (loss) income:
|
|
|
|
||||
Foreign currency translation adjustments
|
33
|
|
|
152
|
|
||
Derivative instrument adjustments, net of tax
|
(1
|
)
|
|
(3
|
)
|
||
Reclassification of (income) loss, net of tax
|
(1
|
)
|
|
13
|
|
||
Total other comprehensive (loss) income, net of tax
|
31
|
|
|
162
|
|
||
Comprehensive income
|
$
|
406
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|
|
$
|
582
|
|
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(Unaudited)
|
|
|
||||
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March 31,
2019 |
|
December 31,
2018 |
||||
ASSETS
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|
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|
||||
Current assets
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|
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|
||||
Cash and equivalents
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$
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258
|
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$
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316
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Accounts and notes receivable, net
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2,218
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2,133
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Prepaid expenses and other
|
259
|
|
|
257
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||
|
2,735
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2,706
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|
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Property and equipment, net
|
1,961
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1,956
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Intangible assets
|
|
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Brands
|
5,959
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5,790
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Contract acquisition costs and other
|
2,643
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2,590
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Goodwill
|
9,053
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9,039
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17,655
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17,419
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Equity method investments
|
584
|
|
|
732
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Notes receivable, net
|
124
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125
|
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Deferred tax assets
|
171
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|
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171
|
|
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Operating lease assets
|
979
|
|
|
—
|
|
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Other noncurrent assets
|
537
|
|
|
587
|
|
||
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$
|
24,746
|
|
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$
|
23,696
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LIABILITIES AND SHAREHOLDERS’ EQUITY
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|
||||
Current liabilities
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|
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|
||||
Current portion of long-term debt
|
$
|
231
|
|
|
$
|
833
|
|
Accounts payable
|
745
|
|
|
767
|
|
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Accrued payroll and benefits
|
1,039
|
|
|
1,345
|
|
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Liability for guest loyalty program
|
2,625
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|
|
2,529
|
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Accrued expenses and other
|
1,208
|
|
|
963
|
|
||
|
5,848
|
|
|
6,437
|
|
||
Long-term debt
|
10,025
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|
|
8,514
|
|
||
Liability for guest loyalty program
|
2,888
|
|
|
2,932
|
|
||
Deferred tax liabilities
|
441
|
|
|
485
|
|
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Deferred revenue
|
743
|
|
|
731
|
|
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Operating lease liabilities
|
889
|
|
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—
|
|
||
Other noncurrent liabilities
|
2,309
|
|
|
2,372
|
|
||
Shareholders’ equity
|
|
|
|
||||
Class A Common Stock
|
5
|
|
|
5
|
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Additional paid-in-capital
|
5,706
|
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|
5,814
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Retained earnings
|
9,219
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|
8,982
|
|
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Treasury stock, at cost
|
(12,967
|
)
|
|
(12,185
|
)
|
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Accumulated other comprehensive loss
|
(360
|
)
|
|
(391
|
)
|
||
|
1,603
|
|
|
2,225
|
|
||
|
$
|
24,746
|
|
|
$
|
23,696
|
|
|
Three Months Ended
|
||||||
|
March 31, 2019
|
|
March 31, 2018
|
||||
OPERATING ACTIVITIES
|
|
|
|
||||
Net income
|
$
|
375
|
|
|
$
|
420
|
|
Adjustments to reconcile to cash provided by operating activities:
|
|
|
|
||||
Depreciation, amortization, and other
|
68
|
|
|
73
|
|
||
Share-based compensation
|
40
|
|
|
42
|
|
||
Income taxes
|
(7
|
)
|
|
24
|
|
||
Liability for guest loyalty program
|
52
|
|
|
208
|
|
||
Contract acquisition costs
|
(56
|
)
|
|
(29
|
)
|
||
Merger-related charges
|
(10
|
)
|
|
(16
|
)
|
||
Working capital changes
|
(401
|
)
|
|
(98
|
)
|
||
Gain on asset dispositions
|
(4
|
)
|
|
(60
|
)
|
||
Other
|
94
|
|
|
111
|
|
||
Net cash provided by operating activities
|
151
|
|
|
675
|
|
||
INVESTING ACTIVITIES
|
|
|
|
||||
Capital expenditures
|
(66
|
)
|
|
(64
|
)
|
||
Dispositions
|
2
|
|
|
108
|
|
||
Loan advances
|
—
|
|
|
(12
|
)
|
||
Loan collections
|
4
|
|
|
5
|
|
||
Other
|
(28
|
)
|
|
12
|
|
||
Net cash (used in) provided by investing activities
|
(88
|
)
|
|
49
|
|
||
FINANCING ACTIVITIES
|
|
|
|
||||
Commercial paper/Credit Facility, net
|
665
|
|
|
627
|
|
||
Issuance of long-term debt
|
841
|
|
|
—
|
|
||
Repayment of long-term debt
|
(603
|
)
|
|
(13
|
)
|
||
Issuance of Class A Common Stock
|
5
|
|
|
4
|
|
||
Dividends paid
|
(139
|
)
|
|
(118
|
)
|
||
Purchase of treasury stock
|
(797
|
)
|
|
(815
|
)
|
||
Share-based compensation withholding taxes
|
(95
|
)
|
|
(95
|
)
|
||
Net cash used in financing activities
|
(123
|
)
|
|
(410
|
)
|
||
(DECREASE) INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH
|
(60
|
)
|
|
314
|
|
||
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period
(1)
|
360
|
|
|
429
|
|
||
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period
(1)
|
$
|
300
|
|
|
$
|
743
|
|
(1)
|
The
2019
amounts include beginning restricted cash of
$44 million
at
December 31, 2018
, and ending restricted cash of
$42 million
at
March 31, 2019
, which we present in the “Prepaid expenses and other” and “Other noncurrent assets” captions of our Balance Sheets.
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•
|
Whether any expired or existing contracts are or contain leases under the new definition;
|
•
|
The lease classification for any expired or existing leases; or
|
•
|
Whether previously capitalized costs continue to qualify as initial direct costs.
|
|
Three Months Ended
|
||||||
(in millions, except per share amounts)
|
March 31, 2019
|
|
March 31, 2018
|
||||
Computation of Basic Earnings Per Share
|
|
|
|
||||
Net income
|
$
|
375
|
|
|
$
|
420
|
|
Shares for basic earnings per share
|
339.6
|
|
|
358.4
|
|
||
Basic earnings per share
|
$
|
1.10
|
|
|
$
|
1.17
|
|
Computation of Diluted Earnings Per Share
|
|
|
|
||||
Net income
|
$
|
375
|
|
|
$
|
420
|
|
Shares for basic earnings per share
|
339.6
|
|
|
358.4
|
|
||
Effect of dilutive securities
|
|
|
|
||||
Share-based compensation
|
3.2
|
|
|
4.9
|
|
||
Shares for diluted earnings per share
|
342.8
|
|
|
363.3
|
|
||
Diluted earnings per share
|
$
|
1.09
|
|
|
$
|
1.16
|
|
($ in millions)
Guarantee Type
|
|
Maximum Potential Amount of Future Fundings
|
|
Recorded Liability for Guarantees
|
||||
Debt service
|
|
$
|
116
|
|
|
$
|
15
|
|
Operating profit
|
|
195
|
|
|
98
|
|
||
Other
|
|
9
|
|
|
1
|
|
||
|
|
$
|
320
|
|
|
$
|
114
|
|
|
|
Three Months Ended
|
||
($ in millions)
|
|
March 31, 2019
|
||
Operating lease cost
|
|
$
|
45
|
|
Variable lease cost
|
|
27
|
|
($ in millions)
|
Operating Leases
|
|
Finance Leases
|
||||
2019
, remaining
|
$
|
132
|
|
|
$
|
10
|
|
2020
|
161
|
|
|
13
|
|
||
2021
|
142
|
|
|
13
|
|
||
2022
|
136
|
|
|
13
|
|
||
2023
|
107
|
|
|
13
|
|
||
Thereafter
|
665
|
|
|
165
|
|
||
Total minimum lease payments
|
$
|
1,343
|
|
|
$
|
227
|
|
Less: Amount representing interest
|
(323
|
)
|
|
(65
|
)
|
||
Present value of minimum lease payments
|
$
|
1,020
|
|
|
$
|
162
|
|
($ in millions)
|
Caption
|
|
March 31, 2019
|
||
Operating lease liabilities
|
|
|
|
||
Current
|
Accrued expenses and other
|
|
$
|
131
|
|
Noncurrent
|
Operating lease liabilities
|
|
889
|
|
|
|
|
|
$
|
1,020
|
|
Finance lease liabilities
|
|
|
|
||
Current
|
Current portion of long-term debt
|
|
$
|
6
|
|
Noncurrent
|
Long-term debt
|
|
156
|
|
|
|
|
|
$
|
162
|
|
|
|
Three Months Ended
|
||
($ in millions)
|
|
March 31, 2019
|
||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
||
Operating cash outflows for operating leases
|
|
$
|
44
|
|
Operating cash outflows for finance leases
|
|
2
|
|
|
Financing cash outflows for finance leases
|
|
1
|
|
|
At Period End
|
||||||
($ in millions)
|
March 31,
2019 |
|
December 31,
2018 |
||||
Senior Notes:
|
|
|
|
||||
Series K Notes, interest rate of 3.0%, face amount of $600, matured March 1, 2019
(effective interest rate of 4.4%) |
$
|
—
|
|
|
$
|
600
|
|
Series L Notes, interest rate of 3.3%, face amount of $350, maturing September 15, 2022
(effective interest rate of 3.4%) |
349
|
|
|
349
|
|
||
Series M Notes, interest rate of 3.4%, face amount of $350, maturing October 15, 2020
(effective interest rate of 3.6%) |
349
|
|
|
349
|
|
||
Series N Notes, interest rate of 3.1%, face amount of $400, maturing October 15, 2021
(effective interest rate of 3.4%) |
398
|
|
|
397
|
|
||
Series O Notes, interest rate of 2.9%, face amount of $450, maturing March 1, 2021
(effective interest rate of 3.1%) |
448
|
|
|
448
|
|
||
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%) |
745
|
|
|
745
|
|
||
Series R Notes, interest rate of 3.1%, face amount of $750, maturing June 15, 2026
(effective interest rate of 3.3%) |
744
|
|
|
743
|
|
||
Series T Notes, interest rate of 7.2%, face amount of $181, maturing December 1, 2019
(effective interest rate of 2.3%) |
186
|
|
|
188
|
|
||
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%) |
334
|
|
|
335
|
|
||
Series W Notes, interest rate of 4.5%, face amount of $278, maturing October 1, 2034
(effective interest rate of 4.1%) |
292
|
|
|
292
|
|
||
Series X Notes, interest rate of 4.0%, face amount of $450, maturing April 15, 2028
(effective interest rate of 4.2%)
|
443
|
|
|
443
|
|
||
Series Y Notes, floating rate, face amount of $550, maturing December 1, 2020
(effective interest rate of 3.2% at March 31, 2019)
|
548
|
|
|
547
|
|
||
Series Z Notes, interest rate of 4.2%, face amount of $350, maturing December 1, 2023
(effective interest rate of 4.4%)
|
347
|
|
|
347
|
|
||
Series AA Notes, interest rate of 4.7%, face amount of $300, maturing December 1, 2028
(effective interest rate of 4.8%)
|
297
|
|
|
297
|
|
||
Series BB Notes, floating rate, face amount of $300, maturing March 8, 2021
(effective interest rate of 3.2% at March 31, 2019)
|
298
|
|
|
—
|
|
||
Series CC Notes, interest rate of 3.6%, face amount of $550, maturing April 15, 2024
(effective interest rate of 3.9%)
|
550
|
|
|
—
|
|
||
|
|
|
|
||||
Commercial paper
|
2,911
|
|
|
2,245
|
|
||
Credit Facility
|
—
|
|
|
—
|
|
||
Finance lease obligations
|
162
|
|
|
163
|
|
||
Other
|
219
|
|
|
223
|
|
||
|
$
|
10,256
|
|
|
$
|
9,347
|
|
Less: Current portion of long-term debt
|
(231
|
)
|
|
(833
|
)
|
||
|
$
|
10,025
|
|
|
$
|
8,514
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||||
($ in millions)
|
Carrying
Amount
|
|
Fair Value
|
|
Carrying
Amount
|
|
Fair Value
|
||||||||
Senior, mezzanine, and other loans
|
$
|
124
|
|
|
$
|
120
|
|
|
$
|
125
|
|
|
$
|
116
|
|
Total noncurrent financial assets
|
$
|
124
|
|
|
$
|
120
|
|
|
$
|
125
|
|
|
$
|
116
|
|
|
|
|
|
|
|
|
|
||||||||
Senior Notes
|
$
|
(6,778
|
)
|
|
$
|
(6,828
|
)
|
|
$
|
(5,928
|
)
|
|
$
|
(5,794
|
)
|
Commercial paper
|
(2,911
|
)
|
|
(2,911
|
)
|
|
(2,245
|
)
|
|
(2,245
|
)
|
||||
Other long-term debt
|
(180
|
)
|
|
(183
|
)
|
|
(184
|
)
|
|
(182
|
)
|
||||
Other noncurrent liabilities
|
(152
|
)
|
|
(152
|
)
|
|
(153
|
)
|
|
(153
|
)
|
||||
Total noncurrent financial liabilities
|
$
|
(10,021
|
)
|
|
$
|
(10,074
|
)
|
|
$
|
(8,510
|
)
|
|
$
|
(8,374
|
)
|
($ in millions)
|
Foreign Currency Translation Adjustments
|
|
Derivative Instrument Adjustments
|
|
Pension and Postretirement Adjustments
|
|
Accumulated Other Comprehensive Loss
|
||||||||
Balance at year-end 2018
|
$
|
(403
|
)
|
|
$
|
8
|
|
|
$
|
4
|
|
|
$
|
(391
|
)
|
Other comprehensive income (loss) before reclassifications
(1)
|
33
|
|
|
(1
|
)
|
|
—
|
|
|
32
|
|
||||
Reclassification of income
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||
Net other comprehensive income (loss)
|
33
|
|
|
(2
|
)
|
|
—
|
|
|
31
|
|
||||
Balance at March 31, 2019
|
$
|
(370
|
)
|
|
$
|
6
|
|
|
$
|
4
|
|
|
$
|
(360
|
)
|
($ in millions)
|
Foreign Currency Translation Adjustments
|
|
Derivative Instrument Adjustments
|
|
Available-For-Sale Securities Unrealized Adjustments
|
|
Pension and Postretirement Adjustments
|
|
Accumulated Other Comprehensive Loss
|
||||||||||
Balance at year-end 2017
|
$
|
(23
|
)
|
|
$
|
(10
|
)
|
|
$
|
4
|
|
|
$
|
12
|
|
|
$
|
(17
|
)
|
Other comprehensive income (loss) before reclassifications
(1)
|
152
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
149
|
|
|||||
Reclassification of losses
|
9
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|||||
Net other comprehensive income
|
161
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
162
|
|
|||||
Adoption of ASU 2016-01
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
|||||
Balance at March 31, 2018
|
$
|
138
|
|
|
$
|
(9
|
)
|
|
$
|
—
|
|
|
$
|
12
|
|
|
$
|
141
|
|
(1)
|
Other comprehensive (loss) income before reclassifications for foreign currency translation adjustments includes intra-entity foreign currency transactions that are of a long-term investment nature, which resulted in a gain of
$8 million
for the
2019 first quarter
and loss of
$36 million
for the
2018 first quarter
.
|
(in millions, except per share amounts)
|
|
|
||||||||||||||||||||||||
Common
Shares
Outstanding
|
|
|
Total
|
|
Class A
Common
Stock
|
|
Additional
Paid-in-
Capital
|
|
Retained
Earnings
|
|
Treasury
Stock,
at Cost
|
|
Accumulated
Other
Comprehensive
Loss
|
|||||||||||||
359.1
|
|
|
Balance at year-end 2017 (as previously reported)
|
$
|
3,731
|
|
|
$
|
5
|
|
|
$
|
5,770
|
|
|
$
|
7,391
|
|
|
$
|
(9,418
|
)
|
|
$
|
(17
|
)
|
—
|
|
|
Adoption of ASU 2014-09
|
(149
|
)
|
|
—
|
|
|
—
|
|
|
(149
|
)
|
|
—
|
|
|
—
|
|
||||||
359.1
|
|
|
Balance at year-end 2017 (as adjusted)
|
3,582
|
|
|
5
|
|
|
5,770
|
|
|
7,242
|
|
|
(9,418
|
)
|
|
(17
|
)
|
||||||
—
|
|
|
Adoption of ASU 2016-01
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
(4
|
)
|
||||||
—
|
|
|
Adoption of ASU 2016-16
|
372
|
|
|
—
|
|
|
—
|
|
|
372
|
|
|
—
|
|
|
—
|
|
||||||
—
|
|
|
Net income
|
420
|
|
|
—
|
|
|
—
|
|
|
420
|
|
|
—
|
|
|
—
|
|
||||||
—
|
|
|
Other comprehensive income
|
162
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
162
|
|
||||||
—
|
|
|
Dividends ($0.33 per share)
|
(118
|
)
|
|
—
|
|
|
—
|
|
|
(118
|
)
|
|
—
|
|
|
—
|
|
||||||
1.3
|
|
|
Share-based compensation plans
|
(48
|
)
|
|
—
|
|
|
(85
|
)
|
|
—
|
|
|
37
|
|
|
—
|
|
||||||
(5.6
|
)
|
|
Purchase of treasury stock
|
(782
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(782
|
)
|
|
—
|
|
||||||
354.8
|
|
|
Balance at March 31, 2018
|
$
|
3,588
|
|
|
$
|
5
|
|
|
$
|
5,685
|
|
|
$
|
7,920
|
|
|
$
|
(10,163
|
)
|
|
$
|
141
|
|
•
|
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 March 31, 2019
|
||||||||||||||||||
($ in millions)
|
North American Full-Service
|
|
North American Limited-Service
|
|
Asia Pacific
|
|
Other International
|
|
Total
|
||||||||||
Gross fee revenues
|
$
|
316
|
|
|
$
|
212
|
|
|
$
|
118
|
|
|
$
|
129
|
|
|
$
|
775
|
|
Contract investment amortization
|
(8
|
)
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|
(14
|
)
|
|||||
Net fee revenues
|
308
|
|
|
209
|
|
|
118
|
|
|
126
|
|
|
761
|
|
|||||
Owned, leased, and other revenue
|
147
|
|
|
31
|
|
|
41
|
|
|
144
|
|
|
363
|
|
|||||
Cost reimbursement revenue
|
2,850
|
|
|
529
|
|
|
111
|
|
|
259
|
|
|
3,749
|
|
|||||
Total segment revenue
|
$
|
3,305
|
|
|
$
|
769
|
|
|
$
|
270
|
|
|
$
|
529
|
|
|
$
|
4,873
|
|
Unallocated corporate
|
|
|
|
|
|
|
|
|
139
|
|
|||||||||
Total revenue
|
|
|
|
|
|
|
|
|
$
|
5,012
|
|
|
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
|
|
|
514
|
|
|
111
|
|
|
251
|
|
|
3,732
|
|
|||||
Total segment revenue
|
$
|
3,299
|
|
|
$
|
740
|
|
|
$
|
275
|
|
|
$
|
527
|
|
|
$
|
4,841
|
|
Unallocated corporate
|
|
|
|
|
|
|
|
|
168
|
|
|||||||||
Total revenue
|
|
|
|
|
|
|
|
|
$
|
5,009
|
|
|
Three Months Ended
|
||||||
($ in millions)
|
March 31, 2019
|
|
March 31, 2018
|
||||
North American Full-Service
|
$
|
289
|
|
|
$
|
277
|
|
North American Limited-Service
|
202
|
|
|
182
|
|
||
Asia Pacific
|
103
|
|
|
112
|
|
||
Other International
|
95
|
|
|
159
|
|
||
Unallocated corporate
|
(166
|
)
|
|
(128
|
)
|
||
Interest expense, net of interest income
|
(91
|
)
|
|
(70
|
)
|
||
Income taxes
|
(57
|
)
|
|
(112
|
)
|
||
Net Income
|
$
|
375
|
|
|
$
|
420
|
|
|
Managed
|
|
Franchised/Licensed
|
|
Owned/Leased
|
|
Total
|
||||||||||||||||
|
Properties
|
|
Rooms
|
|
Properties
|
|
Rooms
|
|
Properties
|
|
Rooms
|
|
Properties
|
|
Rooms
|
||||||||
North American Full-Service
|
407
|
|
|
183,246
|
|
|
716
|
|
|
205,315
|
|
|
9
|
|
|
5,275
|
|
|
1,132
|
|
|
393,836
|
|
North American Limited-Service
|
411
|
|
|
64,889
|
|
|
3,536
|
|
|
410,974
|
|
|
20
|
|
|
3,006
|
|
|
3,967
|
|
|
478,869
|
|
Asia Pacific
|
621
|
|
|
181,552
|
|
|
103
|
|
|
27,982
|
|
|
2
|
|
|
410
|
|
|
726
|
|
|
209,944
|
|
Other International
|
596
|
|
|
129,882
|
|
|
461
|
|
|
89,588
|
|
|
32
|
|
|
8,410
|
|
|
1,089
|
|
|
227,880
|
|
Timeshare
|
—
|
|
|
—
|
|
|
89
|
|
|
22,297
|
|
|
—
|
|
|
—
|
|
|
89
|
|
|
22,297
|
|
Total
|
2,035
|
|
|
559,569
|
|
|
4,905
|
|
|
756,156
|
|
|
63
|
|
|
17,101
|
|
|
7,003
|
|
|
1,332,826
|
|
Comparable Company-Operated Properties
|
||||||||||||||||||||
|
Three Months Ended March 31, 2019 and Change vs. Three Months Ended March 31, 2018
|
|||||||||||||||||||
|
RevPAR
|
|
Occupancy
|
|
Average Daily Rate
|
|||||||||||||||
|
2019
|
|
vs. 2018
|
|
2019
|
|
vs. 2018
|
|
2019
|
|
vs. 2018
|
|||||||||
North American Luxury
(1)
|
$
|
285.63
|
|
|
1.7
|
%
|
|
75.9
|
%
|
|
(2.2
|
)%
|
pts.
|
|
$
|
376.42
|
|
|
4.8
|
%
|
North American Upper Upscale
(2)
|
$
|
140.91
|
|
|
1.1
|
%
|
|
72.3
|
%
|
|
(0.4
|
)%
|
pts.
|
|
$
|
194.99
|
|
|
1.7
|
%
|
North American Full-Service
(3)
|
$
|
166.02
|
|
|
1.3
|
%
|
|
72.9
|
%
|
|
(0.7
|
)%
|
pts.
|
|
$
|
227.76
|
|
|
2.3
|
%
|
North American Limited-Service
(4)
|
$
|
102.02
|
|
|
(1.5
|
)%
|
|
69.4
|
%
|
|
(2.1
|
)%
|
pts.
|
|
$
|
147.06
|
|
|
1.6
|
%
|
North American - All
(5)
|
$
|
145.70
|
|
|
0.7
|
%
|
|
71.8
|
%
|
|
(1.2
|
)%
|
pts.
|
|
$
|
203.00
|
|
|
2.3
|
%
|
Greater China
|
$
|
83.19
|
|
|
2.7
|
%
|
|
64.8
|
%
|
|
1.6
|
%
|
pts.
|
|
$
|
128.45
|
|
|
0.2
|
%
|
Rest of Asia Pacific
|
$
|
130.59
|
|
|
4.2
|
%
|
|
75.9
|
%
|
|
2.8
|
%
|
pts.
|
|
$
|
172.08
|
|
|
0.4
|
%
|
Asia Pacific
|
$
|
103.41
|
|
|
3.5
|
%
|
|
69.5
|
%
|
|
2.1
|
%
|
pts.
|
|
$
|
148.77
|
|
|
0.4
|
%
|
Caribbean & Latin America
|
$
|
160.09
|
|
|
3.2
|
%
|
|
66.9
|
%
|
|
0.1
|
%
|
pts.
|
|
$
|
239.19
|
|
|
3.0
|
%
|
Europe
|
$
|
113.76
|
|
|
1.2
|
%
|
|
64.9
|
%
|
|
(0.1
|
)%
|
pts.
|
|
$
|
175.28
|
|
|
1.4
|
%
|
Middle East & Africa
|
$
|
117.53
|
|
|
(4.1
|
)%
|
|
70.3
|
%
|
|
1.6
|
%
|
pts.
|
|
$
|
167.16
|
|
|
(6.3
|
)%
|
International - All
(6)
|
$
|
112.69
|
|
|
1.4
|
%
|
|
68.4
|
%
|
|
1.4
|
%
|
pts.
|
|
$
|
164.67
|
|
|
(0.6
|
)%
|
Worldwide
(7)
|
$
|
129.19
|
|
|
1.0
|
%
|
|
70.1
|
%
|
|
0.1
|
%
|
pts.
|
|
$
|
184.28
|
|
|
0.9
|
%
|
(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 North American Luxury and North American Upper Upscale.
|
(4)
|
Includes
Courtyard
,
Residence Inn
,
Fairfield by Marriott
,
SpringHill Suites
,
TownePlace Suites
,
Four Points
,
Aloft
,
Element
, and
AC Hotels by Marriott
. Systemwide also includes
Moxy
.
|
(5)
|
Includes North American Full-Service and North American Limited-Service.
|
(6)
|
Includes
Asia Pacific
,
Caribbean & Latin America
,
Europe
, and
Middle East & Africa
.
|
(7)
|
Includes North American - All and International - All.
|
|
Three Months Ended
|
|||||||||||||
($ in millions)
|
March 31, 2019
|
|
March 31, 2018
|
|
Change 2019 vs. 2018
|
|||||||||
Base management fees
|
$
|
282
|
|
|
$
|
273
|
|
|
$
|
9
|
|
|
3
|
%
|
Franchise fees
|
450
|
|
|
417
|
|
|
33
|
|
|
8
|
%
|
|||
Incentive management fees
|
163
|
|
|
155
|
|
|
8
|
|
|
5
|
%
|
|||
Gross fee revenues
|
895
|
|
|
845
|
|
|
50
|
|
|
6
|
%
|
|||
Contract investment amortization
|
(14
|
)
|
|
(18
|
)
|
|
(4
|
)
|
|
(22
|
)%
|
|||
Net fee revenues
|
$
|
881
|
|
|
$
|
827
|
|
|
$
|
54
|
|
|
7
|
%
|
|
Three Months Ended
|
|||||||||||||
($ in millions)
|
March 31, 2019
|
|
March 31, 2018
|
|
Change 2019 vs. 2018
|
|||||||||
Owned, leased, and other revenue
|
$
|
375
|
|
|
$
|
406
|
|
|
$
|
(31
|
)
|
|
(8
|
)%
|
Owned, leased, and other - direct expenses
|
325
|
|
|
336
|
|
|
(11
|
)
|
|
(3
|
)%
|
|||
|
$
|
50
|
|
|
$
|
70
|
|
|
$
|
(20
|
)
|
|
(29
|
)%
|
|
Three Months Ended
|
|||||||||||||
($ in millions)
|
March 31, 2019
|
|
March 31, 2018
|
|
Change 2019 vs. 2018
|
|||||||||
Cost reimbursement revenue
|
$
|
3,756
|
|
|
$
|
3,776
|
|
|
$
|
(20
|
)
|
|
(1
|
)%
|
Reimbursed expenses
|
3,892
|
|
|
3,808
|
|
|
84
|
|
|
2
|
%
|
|||
|
$
|
(136
|
)
|
|
$
|
(32
|
)
|
|
$
|
(104
|
)
|
|
325
|
%
|
|
Three Months Ended
|
|||||||||||||
($ in millions)
|
March 31, 2019
|
|
March 31, 2018
|
|
Change 2019 vs. 2018
|
|||||||||
Depreciation, amortization, and other
|
$
|
54
|
|
|
$
|
54
|
|
|
$
|
—
|
|
|
—
|
%
|
General, administrative, and other
|
222
|
|
|
247
|
|
|
(25
|
)
|
|
(10
|
)%
|
|||
Merger-related costs and charges
|
9
|
|
|
34
|
|
|
(25
|
)
|
|
(74
|
)%
|
|
Three Months Ended
|
|||||||||||||
($ in millions)
|
March 31, 2019
|
|
March 31, 2018
|
|
Change 2019 vs. 2018
|
|||||||||
Gains and other income, net
|
$
|
5
|
|
|
$
|
59
|
|
|
$
|
(54
|
)
|
|
(92
|
)%
|
Interest expense
|
(97
|
)
|
|
(75
|
)
|
|
22
|
|
|
29
|
%
|
|||
Interest income
|
6
|
|
|
5
|
|
|
1
|
|
|
20
|
%
|
|||
Equity in earnings
|
8
|
|
|
13
|
|
|
(5
|
)
|
|
(38
|
)%
|
|
Three Months Ended
|
|||||||||||||
($ in millions)
|
March 31, 2019
|
|
March 31, 2018
|
|
Change 2019 vs. 2018
|
|||||||||
Provision for income taxes
|
$
|
(57
|
)
|
|
$
|
(112
|
)
|
|
$
|
(55
|
)
|
|
(49
|
)%
|
|
Three Months Ended
|
|||||||||||||
($ in millions)
|
March 31, 2019
|
|
March 31, 2018
|
|
Change 2019 vs. 2018
|
|||||||||
Segment revenues
|
$
|
3,305
|
|
|
$
|
3,299
|
|
|
$
|
6
|
|
|
—
|
%
|
Segment profits
|
$
|
289
|
|
|
$
|
277
|
|
|
$
|
12
|
|
|
4
|
%
|
•
|
$11 million
of
higher
base management and franchise fees, primarily reflecting $7 million from unit growth and $5 million from RevPAR growth;
|
•
|
$6 million
of
higher
incentive management fees, primarily driven by higher profits at managed hotels;
|
•
|
$6 million
of
lower
owned, leased, and other revenue, net of direct expenses, primarily reflecting $16 million of lower termination fees, partially offset by
$9 million of profits attributable to the Sheraton Grand Phoenix, which we purchased in June 2018
; and
|
•
|
$3 million
of
higher
cost reimbursement revenue, net of reimbursed expenses.
|
|
Three Months Ended
|
|||||||||||||
($ in millions)
|
March 31, 2019
|
|
March 31, 2018
|
|
Change 2019 vs. 2018
|
|||||||||
Segment revenues
|
$
|
769
|
|
|
$
|
740
|
|
|
$
|
29
|
|
|
4
|
%
|
Segment profits
|
$
|
202
|
|
|
$
|
182
|
|
|
$
|
20
|
|
|
11
|
%
|
•
|
$14 million
of
higher
base management and franchise fees, primarily reflecting $12 million from unit growth; and
|
•
|
$6 million
of
higher
cost reimbursement revenue, net of reimbursed expenses.
|
|
Three Months Ended
|
|||||||||||||
($ in millions)
|
March 31, 2019
|
|
March 31, 2018
|
|
Change 2019 vs. 2018
|
|||||||||
Segment revenues
|
$
|
270
|
|
|
$
|
275
|
|
|
$
|
(5
|
)
|
|
(2
|
)%
|
Segment profits
|
$
|
103
|
|
|
$
|
112
|
|
|
$
|
(9
|
)
|
|
(8
|
)%
|
•
|
$4 million
of
lower
cost reimbursement revenue, net of reimbursed expenses;
|
•
|
$3 million
of
higher
general, administrative, and other expenses, primarily due to higher bad debt expenses; and
|
•
|
$1 million
of
higher
base management and franchise fees, due to $5 million from RevPAR and unit growth, partially offset by $3 million from net unfavorable exchange rates.
|
(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, 2019 - January 31, 2019
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
10.7
|
|
February 1, 2019 - February 28, 2019
|
|
2.4
|
|
|
$
|
126.31
|
|
|
2.4
|
|
|
33.3
|
|
March 1, 2019 - March 31, 2019
|
|
4.3
|
|
|
$
|
122.97
|
|
|
4.3
|
|
|
29.0
|
|
(1)
|
On November 9, 2017 and February 15, 2019, we announced that our Board of Directors increased our common stock repurchase authorization by 30 million shares and 25 million shares, respectively. As of
March 31, 2019
,
29.0 million
shares 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
|
|
Form of MI Shares Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (March 2019).
|
|
|
|
|
|
|
|
10.2
|
|
Form of Retention Executive Restricted Stock Unit Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (March 2019).
|
|
|
|
|
|
|
|
10.3
|
|
Form of Stock Appreciation Rights Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (March 2019).
|
|
|
|
|
|
|
|
10.4
|
|
Form of Performance Share Unit Award Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (March 2019).
|
|
|
|
|
|
|
|
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.
|
|
|
|
||
101.LAB
|
|
XBRL Taxonomy Label Linkbase Document.
|
|
Submitted electronically with this report.
|
|
|
|
||
101.PRE
|
|
XBRL Taxonomy Presentation Linkbase Document.
|
|
Submitted electronically with this report.
|
MARRIOTT INTERNATIONAL, INC.
|
10
th
day of May, 2019
|
|
/s/ Bao Giang Val Bauduin
|
Bao Giang Val Bauduin
|
Controller and Chief Accounting Officer
(Duly Authorized Officer) |
|
(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 Distribution Date, over (b) the number of days between the Grant Date and the first Distribution 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.
|
•
|
The length of time we have an ongoing relationship with you;
|
•
|
Whether there is a legal obligation to which we are subject (for example, certain laws require us to keep records for a certain period of time before we can delete them); or
|
•
|
Whether retention is advisable in light of our legal position (such as in regard to applicable statutes of limitations, litigation or regulatory investigations).
|
|
|
|
MARRIOTT INTERNATIONAL, INC.
|
|
EMPLOYEE
|
|
|
|
/s/ David A. Rodriguez
|
|
<<PARTICIPANT NAME>>
|
Executive Vice President and Global Chief Human Resources Officer
|
|
Signed Electronically
|
|
|
|
Vesting Date
|
|
Number of RSUs Vesting
|
<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.
|
•
|
The length of time we have an ongoing relationship with you;
|
•
|
Whether there is a legal obligation to which we are subject (for example, certain laws require us to keep records for a certain period of time before we can delete them); or
|
•
|
Whether retention is advisable in light of our legal position (such as in regard to applicable statutes of limitations, litigation or regulatory investigations).
|
|
|
|
MARRIOTT INTERNATIONAL, INC.
|
|
EMPLOYEE
|
/s/ David A. Rodriguez
Executive Vice President and
Global Chief Human Resources Officer
|
|
|
|
|
|
|
|
|
|
<<PARTICIPANT NAME>>
|
(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.
|
•
|
The length of time we have an ongoing relationship with you;
|
•
|
Whether there is a legal obligation to which we are subject (for example, certain laws require us to keep records for a certain period of time before we can delete them); or
|
•
|
Whether retention is advisable in light of our legal position (such as in regard to applicable statutes of limitations, litigation or regulatory investigations).
|
|
|
|
MARRIOTT INTERNATIONAL, INC.
|
|
EMPLOYEE
|
|
|
|
/s/ David A. Rodriguez
|
|
<<PARTICIPANT NAME>>
|
Executive Vice President and Global Chief Human Resources Officer
|
|
Signed Electronically
|
(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 February 15,
<<YEAR>>
, over (b) the number of days in the twelve (12) month period between the Grant Date and February 15,
<<YEAR>>
. 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.
|
•
|
The length of time we have an ongoing relationship with you;
|
•
|
Whether there is a legal obligation to which we are subject (for example, certain laws require us to keep records for a certain period of time before we can delete them); or
|
•
|
Whether retention is advisable in light of our legal position (such as in regard to applicable statutes of limitations, litigation or regulatory investigations).
|
|
|
|
MARRIOTT INTERNATIONAL, INC.
|
|
EMPLOYEE
|
|
|
|
/s/ David A. Rodriguez
|
|
<<PARTICIPANT NAME>>
|
Executive Vice President and Global Chief Human Resources Officer
|
|
Signed Electronically
|
Performance Measure
|
Accomplishment
vs. Target
|
% of Target Units Earned*
|
|
|
|
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, 2019
|
/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;
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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;
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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
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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, 2019
|
/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, 2019
, (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, 2019
|
/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, 2019
, (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, 2019
|
/s/ Kathleen K. Oberg
|
|
Kathleen K. Oberg
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
|