☒
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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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
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Bethesda
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Maryland
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20817
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(Address of Principal Executive Offices)
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(Zip Code)
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Title of Each Class
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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
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Class A Common Stock, $0.01 par value
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MAR
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Chicago Stock Exchange
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Large accelerated filer
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ý
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
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Page No.
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North America
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Europe
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Middle East & Africa
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Asia Pacific
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Caribbean & Latin America
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Total
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Luxury
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|||||||
JW Marriott®
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Properties
|
30
|
7
|
6
|
40
|
13
|
96
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Rooms
|
16,853
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2,205
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3,327
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15,080
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3,597
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41,062
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The Ritz-Carlton®
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Properties
|
39
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13
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13
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33
|
8
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106
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Rooms
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11,410
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3,079
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3,523
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8,207
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2,081
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28,300
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|
W® Hotels
|
Properties
|
26
|
7
|
5
|
14
|
6
|
58
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Rooms
|
7,672
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1,423
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1,850
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3,788
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1,074
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15,807
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The Luxury Collection® (1)
|
Properties
|
16
|
47
|
10
|
31
|
14
|
118
|
Rooms
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4,799
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6,962
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2,411
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7,883
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1,188
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23,243
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St. Regis®
|
Properties
|
10
|
7
|
5
|
20
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3
|
45
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Rooms
|
1,968
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1,002
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1,426
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4,812
|
448
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9,656
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|
EDITION®
|
Properties
|
4
|
3
|
1
|
2
|
—
|
10
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Rooms
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1,209
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381
|
255
|
651
|
—
|
2,496
|
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Bulgari®
|
Properties
|
—
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2
|
1
|
3
|
—
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6
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Rooms
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—
|
143
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120
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260
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—
|
523
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Premium
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|||||||
Marriott Hotels®
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Properties
|
340
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97
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25
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83
|
30
|
575
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Rooms
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134,412
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24,595
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8,119
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28,000
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8,033
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203,159
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Sheraton®
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Properties
|
189
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62
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31
|
130
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35
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447
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Rooms
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72,039
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17,054
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9,910
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47,878
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9,682
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156,563
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Westin®
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Properties
|
130
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18
|
7
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58
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12
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225
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Rooms
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53,097
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6,024
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1,839
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17,872
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3,640
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82,472
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Renaissance® Hotels
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Properties
|
86
|
34
|
4
|
42
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9
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175
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Rooms
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28,597
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8,049
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1,035
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14,535
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2,745
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54,961
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Le Méridien®
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Properties
|
21
|
15
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23
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49
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2
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110
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Rooms
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4,480
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5,021
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6,526
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12,903
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271
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29,201
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Autograph Collection® Hotels (2)
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Properties
|
108
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53
|
9
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9
|
13
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192
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Rooms
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22,463
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7,165
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1,906
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2,364
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3,751
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37,649
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Delta Hotels by MarriottTM (Delta Hotels®)
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Properties
|
72
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5
|
1
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1
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—
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79
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Rooms
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17,376
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729
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360
|
339
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—
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18,804
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Gaylord Hotels®
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Properties
|
6
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—
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—
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—
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—
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6
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Rooms
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9,918
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—
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—
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—
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—
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9,918
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Marriott Executive Apartments®
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Properties
|
—
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4
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9
|
17
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2
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32
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Rooms
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—
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361
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1,029
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2,959
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240
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4,589
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Tribute Portfolio®
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Properties
|
21
|
8
|
—
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8
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3
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40
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Rooms
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4,445
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905
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—
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1,107
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155
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6,612
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Design Hotels®
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Properties
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1
|
3
|
—
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—
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—
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4
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Rooms
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248
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542
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—
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—
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—
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790
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Select
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Courtyard by Marriott® (Courtyard®)
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Properties
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1,053
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68
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7
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72
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41
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1,241
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Rooms
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146,602
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12,892
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1,487
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16,931
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6,717
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184,629
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Residence Inn by Marriott® (Residence Inn®)
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Properties
|
833
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12
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3
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—
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2
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850
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Rooms
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103,038
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1,477
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301
|
—
|
249
|
105,065
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Fairfield by Marriott®
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Properties
|
1,001
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—
|
—
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42
|
14
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1,057
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Rooms
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94,063
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—
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—
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7,050
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2,036
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103,149
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SpringHill Suites by Marriott® (SpringHill Suites®)
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Properties
|
456
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—
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—
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—
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—
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456
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Rooms
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54,033
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—
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—
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—
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—
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54,033
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Four Points® by Sheraton (Four Points®)
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Properties
|
159
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18
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17
|
75
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20
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289
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Rooms
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23,847
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2,778
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4,371
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18,561
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2,686
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52,243
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TownePlace Suites by Marriott® (TownePlace Suites®)
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Properties
|
418
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—
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—
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—
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—
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418
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Rooms
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42,378
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—
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—
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—
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—
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42,378
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North America
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Europe
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Middle East & Africa
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Asia Pacific
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Caribbean & Latin America
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Total
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Aloft® Hotels
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Properties
|
119
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10
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8
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29
|
10
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176
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Rooms
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17,647
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1,801
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2,012
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6,598
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1,644
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29,702
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AC Hotels by Marriott®
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Properties
|
63
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83
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1
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—
|
12
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159
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Rooms
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10,720
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10,631
|
188
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—
|
1,922
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23,461
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Protea Hotels by Marriott® (Protea Hotels®)
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Properties
|
—
|
—
|
80
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—
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—
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80
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Rooms
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—
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—
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8,359
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—
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—
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8,359
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Element® Hotels
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Properties
|
42
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2
|
1
|
6
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—
|
51
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Rooms
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5,785
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293
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168
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1,253
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—
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7,499
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Moxy® Hotels
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Properties
|
21
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37
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—
|
4
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—
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62
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Rooms
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4,149
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7,451
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—
|
609
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—
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12,209
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Residences and Timeshare
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|||||||
Residences
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Properties
|
60
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8
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3
|
14
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10
|
95
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Rooms
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6,557
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298
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308
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2,132
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573
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9,868
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Timeshare
|
Properties
|
72
|
5
|
—
|
5
|
9
|
91
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Rooms
|
18,668
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919
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—
|
471
|
2,463
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22,521
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Total Properties
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5,396
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628
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270
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787
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268
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7,349
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Total Rooms
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918,473
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124,180
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60,830
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222,243
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55,195
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1,380,921
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(1)
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Includes two properties acquired when we purchased Elegant in December 2019 which we currently intend to re-brand under The Luxury Collection brand following the completion of planned renovations.
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(2)
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Includes five properties acquired when we purchased Elegant in December 2019 which we currently intend to re-brand under the Autograph Collection brand following the completion of planned renovations.
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Item 2.
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Properties.
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Properties
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Location
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Rooms
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North American Full-Service
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Owned Hotels
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The Westin Peachtree Plaza, Atlanta
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Atlanta, GA
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|
1,073
|
|
Sheraton Phoenix Downtown
|
|
Phoenix, AZ
|
|
1,000
|
|
W New York - Union Square
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|
New York, NY
|
|
270
|
|
Las Vegas Marriott
|
|
Las Vegas, NV
|
|
278
|
|
Leased Hotels
|
|
|
|
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|
W New York – Times Square
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New York, NY
|
|
509
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|
Renaissance New York Times Square Hotel
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New York, NY
|
|
317
|
|
Anaheim Marriott
|
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Anaheim, CA
|
|
1,030
|
|
Kaua’i Marriott Resort
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|
Lihue, HI
|
|
356
|
|
|
|
|
|
|
|
North American Limited-Service
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|
|
|
|
|
Owned Hotels
|
|
|
|
|
|
Courtyard Las Vegas Convention Center
|
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Las Vegas, NV
|
|
149
|
|
Residence Inn Las Vegas Convention Center
|
|
Las Vegas, NV
|
|
192
|
|
Leased Hotels
|
|
|
|
|
|
Albuquerque Airport Courtyard
|
|
Albuquerque, NM
|
|
150
|
|
Baltimore BWI Airport Courtyard
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|
Linthicum, MD
|
|
149
|
|
Baton Rouge Acadian Centre/LSU Area Courtyard
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Baton Rouge, LA
|
|
149
|
|
Chicago O'Hare Courtyard
|
|
Des Plaines, IL
|
|
180
|
|
Des Moines West/Clive Courtyard
|
|
Clive, IA
|
|
108
|
|
Fort Worth University Drive Courtyard
|
|
Fort Worth, TX
|
|
130
|
|
Greensboro Courtyard
|
|
Greensboro, NC
|
|
149
|
|
Indianapolis Airport Courtyard
|
|
Indianapolis, IN
|
|
151
|
|
Irvine John Wayne Airport/Orange County Courtyard
|
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Irvine, CA
|
|
153
|
|
Louisville East Courtyard
|
|
Louisville, KY
|
|
151
|
|
Mt. Laurel Courtyard
|
|
Mt Laurel, NJ
|
|
151
|
|
Newark Liberty International Airport Courtyard
|
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Newark, NJ
|
|
146
|
|
Orlando Airport Courtyard
|
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Orlando, FL
|
|
149
|
|
Orlando International Drive/Convention Center Courtyard
|
|
Orlando, FL
|
|
151
|
|
Sacramento Airport Natomas Courtyard
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Sacramento, CA
|
|
149
|
|
San Diego Sorrento Valley Courtyard
|
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San Diego, CA
|
|
149
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|
Spokane Downtown at the Convention Center Courtyard
|
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Spokane, WA
|
|
149
|
|
St. Louis Downtown West Courtyard
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St. Louis, MO
|
|
151
|
|
|
|
|
|
|
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Asia Pacific
|
|
|
|
|
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Leased Hotels
|
|
|
|
|
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The Ritz-Carlton, Tokyo
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Tokyo, Japan
|
|
250
|
|
The St. Regis Osaka
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Osaka, Japan
|
|
160
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Properties
|
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Location
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Rooms
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Other International
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|
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|
Owned Hotels
|
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|
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|
Sheraton Grand Rio Hotel & Resort
|
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Rio de Janeiro, Brazil
|
|
538
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|
Sheraton Lima Hotel & Convention Center
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Lima, Peru
|
|
431
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|
Sheraton Mexico City Maria Isabel Hotel
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Mexico City, Mexico
|
|
755
|
|
Courtyard by Marriott Toulouse Airport
|
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Toulouse, France
|
|
187
|
|
Courtyard by Marriott Aberdeen Airport
|
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Aberdeen, UK
|
|
194
|
|
Courtyard by Marriott Rio de Janeiro Barra da Tijuca
|
|
Barra da Tijuca, Brazil
|
|
264
|
|
Residence Inn Rio de Janeiro Barra da Tijuca
|
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Barra da Tijuca, Brazil
|
|
140
|
|
Treasure Beach, Barbados
|
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Barbados
|
|
35
|
|
Crystal Cove, Barbados
|
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Barbados
|
|
88
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|
Tamarind, Barbados
|
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Barbados
|
|
104
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|
Waves, Barbados
|
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Barbados
|
|
70
|
|
The House, Barbados
|
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Barbados
|
|
34
|
|
Colony Club, Barbados
|
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Barbados
|
|
96
|
|
Turtle Beach, Barbados
|
|
Barbados
|
|
161
|
|
Leased Hotels
|
|
|
|
|
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Grosvenor House, A JW Marriott Hotel
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London, UK
|
|
496
|
|
The Ritz-Carlton, Berlin
|
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Berlin, Germany
|
|
303
|
|
W Barcelona
|
|
Barcelona, Spain
|
|
473
|
|
W London – Leicester Square
|
|
London, UK
|
|
192
|
|
Hotel Alfonso XIII, a Luxury Collection Hotel, Seville
|
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Seville, Spain
|
|
148
|
|
Hotel Maria Cristina, San Sebastian
|
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San Sebastian, Spain
|
|
139
|
|
Cape Town Marriott Hotel Crystal Towers
|
|
Cape Town, South Africa
|
|
180
|
|
Frankfurt Marriott Hotel
|
|
Frankfurt, Germany
|
|
593
|
|
Berlin Marriott Hotel
|
|
Berlin, Germany
|
|
379
|
|
Leipzig Marriott Hotel
|
|
Leipzig, Germany
|
|
231
|
|
Heidelberg Marriott Hotel
|
|
Heidelberg, Germany
|
|
248
|
|
Sheraton Diana Majestic, Milan
|
|
Milan, Italy
|
|
106
|
|
Renaissance Hamburg Hotel
|
|
Hamburg, Germany
|
|
205
|
|
Renaissance Santo Domingo Jaragua Hotel & Casino
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Santo Domingo, Dominican Republic
|
|
300
|
|
15 on Orange Hotel, Autograph Collection
|
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Cape Town, South Africa
|
|
129
|
|
African Pride Melrose Arch, Autograph Collection
|
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Johannesburg, South Africa
|
|
118
|
|
Courtyard by Marriott Paris Gare de Lyon
|
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Paris, France
|
|
249
|
|
Protea Hotel by Marriott Cape Town Sea Point
|
|
Cape Town, South Africa
|
|
124
|
|
Protea Hotel by Marriott Midrand
|
|
Midrand, South Africa
|
|
177
|
|
Protea Hotel by Marriott Pretoria Centurion
|
|
Pretoria, South Africa
|
|
177
|
|
Protea Hotel by Marriott O R Tambo Airport
|
|
Johannesburg, South Africa
|
|
213
|
|
Protea Hotel by Marriott Roodepoort
|
|
Roodepoort, South Africa
|
|
79
|
|
Protea Hotel Fire & Ice! by Marriott Cape Town
|
|
Cape Town, South Africa
|
|
201
|
|
Protea Hotel Fire & Ice! by Marriott Johannesburg Melrose Arch
|
|
Johannesburg, South Africa
|
|
197
|
|
Item 3.
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Legal Proceedings.
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Item 4.
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Mine Safety Disclosures.
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Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities.
|
(in millions, except per share amounts)
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|
|
|
|
|
|
|
|||||
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)
|
|||||
October 1, 2019-October 31, 2019
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
21.5
|
|
November 1, 2019-November 30, 2019
|
1.6
|
|
|
$
|
134.96
|
|
|
1.6
|
|
|
19.9
|
|
December 1, 2019-December 31, 2019
|
1.5
|
|
|
$
|
145.13
|
|
|
1.5
|
|
|
18.4
|
|
(1)
|
On February 15, 2019, we announced that our Board of Directors increased our common stock repurchase authorization by 25 million shares. At year-end 2019, 18.4 million shares remained available for repurchase under Board approved authorizations. We repurchase shares in the open market and in privately negotiated transactions.
|
|
Fiscal Year (1)
|
||||||||||||||||||||||||||||||||||||||
($ in millions, except per share data)
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||||||||||||
Income Statement Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Revenues (6)
|
$
|
20,972
|
|
|
$
|
20,758
|
|
|
$
|
20,452
|
|
|
$
|
15,407
|
|
|
$
|
14,486
|
|
|
$
|
13,796
|
|
|
$
|
12,784
|
|
|
$
|
11,814
|
|
|
$
|
12,317
|
|
|
$
|
11,691
|
|
Operating income (loss) (6)
|
$
|
1,800
|
|
|
$
|
2,366
|
|
|
$
|
2,504
|
|
|
$
|
1,424
|
|
|
$
|
1,350
|
|
|
$
|
1,159
|
|
|
$
|
988
|
|
|
$
|
940
|
|
|
$
|
526
|
|
|
$
|
695
|
|
Net income (loss) (6)
|
$
|
1,273
|
|
|
$
|
1,907
|
|
|
$
|
1,459
|
|
|
$
|
808
|
|
|
$
|
859
|
|
|
$
|
753
|
|
|
$
|
626
|
|
|
$
|
571
|
|
|
$
|
198
|
|
|
$
|
458
|
|
Per Share Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Diluted earnings (losses) per share (6)
|
$
|
3.80
|
|
|
$
|
5.38
|
|
|
$
|
3.84
|
|
|
$
|
2.73
|
|
|
$
|
3.15
|
|
|
$
|
2.54
|
|
|
$
|
2.00
|
|
|
$
|
1.72
|
|
|
$
|
0.55
|
|
|
$
|
1.21
|
|
Cash dividends declared per share
|
$
|
1.8500
|
|
|
$
|
1.5600
|
|
|
$
|
1.2900
|
|
|
$
|
1.1500
|
|
|
$
|
0.9500
|
|
|
$
|
0.7700
|
|
|
$
|
0.6400
|
|
|
$
|
0.4900
|
|
|
$
|
0.3875
|
|
|
$
|
0.2075
|
|
Balance Sheet Data (at year-end):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Total assets (4) (6) (7)
|
$
|
25,051
|
|
|
$
|
23,696
|
|
|
$
|
23,846
|
|
|
$
|
24,078
|
|
|
$
|
6,082
|
|
|
$
|
6,833
|
|
|
$
|
6,794
|
|
|
$
|
6,342
|
|
|
$
|
5,910
|
|
|
$
|
8,983
|
|
Long-term debt (4)
|
9,963
|
|
|
8,514
|
|
|
7,840
|
|
|
8,197
|
|
|
3,807
|
|
|
3,447
|
|
|
3,147
|
|
|
2,528
|
|
|
1,816
|
|
|
2,691
|
|
||||||||||
Shareholders’ equity (deficit) (6)
|
703
|
|
|
2,225
|
|
|
3,582
|
|
|
6,265
|
|
|
(3,590
|
)
|
|
(2,200
|
)
|
|
(1,415
|
)
|
|
(1,285
|
)
|
|
(781
|
)
|
|
1,585
|
|
||||||||||
Other Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Base management fees
|
$
|
1,180
|
|
|
$
|
1,140
|
|
|
$
|
1,102
|
|
|
$
|
806
|
|
|
$
|
698
|
|
|
$
|
672
|
|
|
$
|
621
|
|
|
$
|
581
|
|
|
$
|
602
|
|
|
$
|
562
|
|
Franchise fees (5) (6)
|
2,006
|
|
|
1,849
|
|
|
1,586
|
|
|
1,157
|
|
|
984
|
|
|
872
|
|
|
697
|
|
|
607
|
|
|
506
|
|
|
441
|
|
||||||||||
Incentive management fees
|
637
|
|
|
649
|
|
|
607
|
|
|
425
|
|
|
319
|
|
|
302
|
|
|
256
|
|
|
232
|
|
|
195
|
|
|
182
|
|
||||||||||
Total fees (5) (6)
|
$
|
3,823
|
|
|
$
|
3,638
|
|
|
$
|
3,295
|
|
|
$
|
2,388
|
|
|
$
|
2,001
|
|
|
$
|
1,846
|
|
|
$
|
1,574
|
|
|
$
|
1,420
|
|
|
$
|
1,303
|
|
|
$
|
1,185
|
|
Fee Revenue-Source:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
North America (2) (5) (6)
|
$
|
2,791
|
|
|
$
|
2,641
|
|
|
$
|
2,388
|
|
|
$
|
1,845
|
|
|
$
|
1,586
|
|
|
$
|
1,439
|
|
|
$
|
1,200
|
|
|
$
|
1,074
|
|
|
$
|
970
|
|
|
$
|
878
|
|
Total Outside North America (3) (5) (6)
|
1,032
|
|
|
997
|
|
|
907
|
|
|
543
|
|
|
415
|
|
|
407
|
|
|
374
|
|
|
346
|
|
|
333
|
|
|
307
|
|
||||||||||
Total fees (5) (6)
|
$
|
3,823
|
|
|
$
|
3,638
|
|
|
$
|
3,295
|
|
|
$
|
2,388
|
|
|
$
|
2,001
|
|
|
$
|
1,846
|
|
|
$
|
1,574
|
|
|
$
|
1,420
|
|
|
$
|
1,303
|
|
|
$
|
1,185
|
|
(1)
|
In 2013, we changed to a calendar year-end reporting cycle. All fiscal years presented before 2013 included 52 weeks.
|
(2)
|
Represents fee revenue from the U.S. (but not Hawaii before 2011) and Canada.
|
(3)
|
Represents fee revenue outside of North America, as defined in footnote (2) above.
|
(4)
|
In 2015, we adopted ASU No. 2015-03, which changes the presentation of debt issuance costs, and ASU No. 2015-17, which changes the classification of deferred taxes. Years before 2014 have not been adjusted for these new accounting standards.
|
(5)
|
In 2017, we reclassified branding fees for third-party residential sales and credit card licensing to the “Franchise fees” caption from the “Owned, leased, and other revenue” caption on our Income Statements. We reclassified prior period amounts through 2013 to conform to our current presentation. We did not reclassify amounts for years before 2013.
|
(6)
|
In 2018, we adopted ASU 2014-09, which impacted our recognition of revenues and certain expenses. Years before 2016 have not been adjusted for this new accounting standard.
|
(7)
|
In 2019, we adopted ASU No. 2016-02, which brought substantially all leases onto the balance sheet. Years before 2019 have not been adjusted for this new accounting standard.
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
|
Managed
|
|
Franchised/Licensed
|
|
Owned/Leased
|
|
Total
|
||||||||||||||||
|
Properties
|
|
Rooms
|
|
Properties
|
|
Rooms
|
|
Properties
|
|
Rooms
|
|
Properties
|
|
Rooms
|
||||||||
North American Full-Service
|
413
|
|
|
182,691
|
|
|
738
|
|
|
210,019
|
|
|
8
|
|
|
4,833
|
|
|
1,159
|
|
|
397,543
|
|
North American Limited-Service
|
402
|
|
|
63,224
|
|
|
3,743
|
|
|
436,032
|
|
|
20
|
|
|
3,006
|
|
|
4,165
|
|
|
502,262
|
|
Asia Pacific
|
660
|
|
|
190,239
|
|
|
120
|
|
|
31,123
|
|
|
2
|
|
|
410
|
|
|
782
|
|
|
221,772
|
|
Other International
|
601
|
|
|
131,722
|
|
|
513
|
|
|
96,347
|
|
|
38
|
|
|
8,754
|
|
|
1,152
|
|
|
236,823
|
|
Timeshare
|
—
|
|
|
—
|
|
|
91
|
|
|
22,521
|
|
|
—
|
|
|
—
|
|
|
91
|
|
|
22,521
|
|
Total
|
2,076
|
|
|
567,876
|
|
|
5,205
|
|
|
796,042
|
|
|
68
|
|
|
17,003
|
|
|
7,349
|
|
|
1,380,921
|
|
Comparable Company-Operated Properties
|
||||||||||||||||||||
|
RevPAR
|
|
Occupancy
|
|
Average Daily Rate
|
|||||||||||||||
|
2019
|
|
vs. 2018
|
|
2019
|
|
vs. 2018
|
|
|
2019
|
|
vs. 2018
|
||||||||
North American Full-Service (1)
|
$
|
174.86
|
|
|
1.5
|
%
|
|
76.7
|
%
|
|
0.3
|
%
|
pts.
|
|
$
|
228.12
|
|
|
1.0
|
%
|
North American Limited-Service (2)
|
$
|
109.15
|
|
|
(0.7
|
)%
|
|
73.9
|
%
|
|
(1.0
|
)%
|
pts.
|
|
$
|
147.61
|
|
|
0.6
|
%
|
North American - All (3)
|
$
|
153.64
|
|
|
1.0
|
%
|
|
75.8
|
%
|
|
(0.1
|
)%
|
pts.
|
|
$
|
202.75
|
|
|
1.1
|
%
|
Asia Pacific
|
$
|
102.39
|
|
|
2.2
|
%
|
|
72.4
|
%
|
|
2.1
|
%
|
pts.
|
|
$
|
141.38
|
|
|
(0.8
|
)%
|
Caribbean & Latin America
|
$
|
132.25
|
|
|
2.3
|
%
|
|
65.1
|
%
|
|
0.7
|
%
|
pts.
|
|
$
|
203.23
|
|
|
1.2
|
%
|
Europe
|
$
|
149.51
|
|
|
2.8
|
%
|
|
74.7
|
%
|
|
0.9
|
%
|
pts.
|
|
$
|
200.21
|
|
|
1.5
|
%
|
Middle East & Africa
|
$
|
107.20
|
|
|
—
|
%
|
|
68.5
|
%
|
|
2.6
|
%
|
pts.
|
|
$
|
156.43
|
|
|
(3.8
|
)%
|
International - All (4)
|
$
|
116.10
|
|
|
2.0
|
%
|
|
71.7
|
%
|
|
1.8
|
%
|
pts.
|
|
$
|
161.91
|
|
|
(0.6
|
)%
|
Worldwide (5)
|
$
|
134.60
|
|
|
1.4
|
%
|
|
73.7
|
%
|
|
0.9
|
%
|
pts.
|
|
$
|
182.60
|
|
|
0.2
|
%
|
Comparable Systemwide Properties
|
||||||||||||||||||||
|
RevPAR
|
|
Occupancy
|
|
Average Daily Rate
|
|||||||||||||||
|
2019
|
|
vs. 2018
|
|
2019
|
|
vs. 2018
|
|
|
2019
|
|
vs. 2018
|
||||||||
North American Full-Service (1)
|
$
|
147.53
|
|
|
2.0
|
%
|
|
74.2
|
%
|
|
0.4
|
%
|
pts.
|
|
$
|
198.88
|
|
|
1.5
|
%
|
North American Limited-Service (2)
|
$
|
99.67
|
|
|
—
|
%
|
|
73.8
|
%
|
|
(0.4
|
)%
|
pts.
|
|
$
|
135.14
|
|
|
0.5
|
%
|
North American - All (3)
|
$
|
119.61
|
|
|
1.0
|
%
|
|
73.9
|
%
|
|
(0.1
|
)%
|
pts.
|
|
$
|
161.79
|
|
|
1.1
|
%
|
Asia Pacific
|
$
|
103.98
|
|
|
2.4
|
%
|
|
72.3
|
%
|
|
2.1
|
%
|
pts.
|
|
$
|
143.90
|
|
|
(0.6
|
)%
|
Caribbean & Latin America
|
$
|
102.62
|
|
|
2.1
|
%
|
|
62.7
|
%
|
|
0.1
|
%
|
pts.
|
|
$
|
163.57
|
|
|
2.0
|
%
|
Europe
|
$
|
130.75
|
|
|
2.7
|
%
|
|
73.3
|
%
|
|
0.8
|
%
|
pts.
|
|
$
|
178.26
|
|
|
1.5
|
%
|
Middle East & Africa
|
$
|
101.79
|
|
|
0.1
|
%
|
|
67.9
|
%
|
|
2.3
|
%
|
pts.
|
|
$
|
149.88
|
|
|
(3.2
|
)%
|
International - All (4)
|
$
|
111.51
|
|
|
2.2
|
%
|
|
70.9
|
%
|
|
1.5
|
%
|
pts.
|
|
$
|
157.31
|
|
|
—
|
%
|
Worldwide (5)
|
$
|
117.30
|
|
|
1.3
|
%
|
|
73.1
|
%
|
|
0.4
|
%
|
pts.
|
|
$
|
160.55
|
|
|
0.8
|
%
|
(1)
|
Includes JW Marriott, The Ritz-Carlton, W Hotels, The Luxury Collection, St. Regis, EDITION, Marriott Hotels, Sheraton, Westin, Renaissance, Autograph Collection, Delta Hotels, Gaylord Hotels, and Le Méridien. Systemwide also includes Tribute Portfolio.
|
(2)
|
Includes Courtyard, Residence Inn, Fairfield by Marriott, SpringHill Suites, TownePlace Suites, Four Points, Aloft, Element, and AC Hotels by Marriott. Systemwide also includes Moxy.
|
(3)
|
Includes North American Full-Service and North American Limited-Service.
|
(4)
|
Includes Asia Pacific, Caribbean & Latin America, Europe, and Middle East & Africa.
|
(5)
|
Includes North American - All and International - All.
|
Comparable Company-Operated Properties
|
||||||||||||||||||||
|
RevPAR
|
|
Occupancy
|
|
Average Daily Rate
|
|||||||||||||||
|
2018
|
|
vs. 2017
|
|
2018
|
|
vs. 2017
|
|
|
2018
|
|
vs. 2017
|
||||||||
North American Full-Service (1)
|
$
|
169.44
|
|
|
2.2
|
%
|
|
76.1
|
%
|
|
(0.1
|
)%
|
pts.
|
|
$
|
222.60
|
|
|
2.3
|
%
|
North American Limited-Service (2)
|
$
|
109.72
|
|
|
0.3
|
%
|
|
74.9
|
%
|
|
(0.4
|
)%
|
pts.
|
|
$
|
146.55
|
|
|
0.8
|
%
|
North American - All (3)
|
$
|
150.42
|
|
|
1.8
|
%
|
|
75.7
|
%
|
|
(0.2
|
)%
|
pts.
|
|
$
|
198.66
|
|
|
2.0
|
%
|
Asia Pacific
|
$
|
107.43
|
|
|
7.5
|
%
|
|
73.5
|
%
|
|
2.2
|
%
|
pts.
|
|
$
|
146.14
|
|
|
4.2
|
%
|
Caribbean & Latin America
|
$
|
131.52
|
|
|
8.6
|
%
|
|
64.8
|
%
|
|
0.1
|
%
|
pts.
|
|
$
|
202.84
|
|
|
8.5
|
%
|
Europe
|
$
|
151.86
|
|
|
4.8
|
%
|
|
74.0
|
%
|
|
0.7
|
%
|
pts.
|
|
$
|
205.15
|
|
|
3.8
|
%
|
Middle East & Africa
|
$
|
102.39
|
|
|
(1.8
|
)%
|
|
66.4
|
%
|
|
2.4
|
%
|
pts.
|
|
$
|
154.17
|
|
|
(5.3
|
)%
|
International - All (4)
|
$
|
118.86
|
|
|
5.2
|
%
|
|
71.6
|
%
|
|
1.7
|
%
|
pts.
|
|
$
|
165.91
|
|
|
2.7
|
%
|
Worldwide (5)
|
$
|
134.58
|
|
|
3.3
|
%
|
|
73.7
|
%
|
|
0.8
|
%
|
pts.
|
|
$
|
182.67
|
|
|
2.2
|
%
|
Comparable Systemwide Properties
|
||||||||||||||||||||
|
RevPAR
|
|
Occupancy
|
|
Average Daily Rate
|
|||||||||||||||
|
2018
|
|
vs. 2017
|
|
2018
|
|
vs. 2017
|
|
|
2018
|
|
vs. 2017
|
||||||||
North American Full-Service (1)
|
$
|
143.64
|
|
|
2.1
|
%
|
|
73.8
|
%
|
|
(0.1
|
)%
|
pts.
|
|
$
|
194.59
|
|
|
2.2
|
%
|
North American Limited-Service (2)
|
$
|
99.29
|
|
|
0.9
|
%
|
|
74.3
|
%
|
|
—
|
%
|
pts.
|
|
$
|
133.61
|
|
|
1.0
|
%
|
North American - All (3)
|
$
|
118.51
|
|
|
1.5
|
%
|
|
74.1
|
%
|
|
(0.1
|
)%
|
pts.
|
|
$
|
159.94
|
|
|
1.6
|
%
|
Asia Pacific
|
$
|
109.14
|
|
|
7.2
|
%
|
|
73.3
|
%
|
|
2.2
|
%
|
pts.
|
|
$
|
148.90
|
|
|
4.0
|
%
|
Caribbean & Latin America
|
$
|
104.77
|
|
|
7.4
|
%
|
|
63.2
|
%
|
|
0.1
|
%
|
pts.
|
|
$
|
165.71
|
|
|
7.3
|
%
|
Europe
|
$
|
134.10
|
|
|
5.8
|
%
|
|
73.0
|
%
|
|
1.4
|
%
|
pts.
|
|
$
|
183.74
|
|
|
3.7
|
%
|
Middle East & Africa
|
$
|
98.38
|
|
|
(1.6
|
)%
|
|
66.1
|
%
|
|
2.0
|
%
|
pts.
|
|
$
|
148.87
|
|
|
(4.6
|
)%
|
International - All (4)
|
$
|
114.56
|
|
|
5.5
|
%
|
|
70.9
|
%
|
|
1.7
|
%
|
pts.
|
|
$
|
161.48
|
|
|
3.0
|
%
|
Worldwide (5)
|
$
|
117.37
|
|
|
2.6
|
%
|
|
73.2
|
%
|
|
0.4
|
%
|
pts.
|
|
$
|
160.37
|
|
|
2.0
|
%
|
(1)
|
Includes JW Marriott, The Ritz-Carlton, W Hotels, The Luxury Collection, St. Regis, EDITION, Marriott Hotels, Sheraton, Westin, Renaissance, Autograph Collection, Delta Hotels, Gaylord Hotels, and Le Méridien. Systemwide also includes Tribute Portfolio.
|
(2)
|
Includes Courtyard, Residence Inn, Fairfield by Marriott, SpringHill Suites, TownePlace Suites, Four Points, Aloft, Element, and AC Hotels by Marriott. Systemwide also includes Moxy.
|
(3)
|
Includes North American Full-Service and North American Limited-Service.
|
(4)
|
Includes Asia Pacific, Caribbean & Latin America, Europe, and Middle East & Africa.
|
(5)
|
Includes North American - All and International - All.
|
($ in millions)
|
2019
|
|
2018
|
|
2017
|
|
Change 2019 vs. 2018
|
|
Change 2018 vs. 2017
|
||||||||||||||||
Base management fees
|
$
|
1,180
|
|
|
$
|
1,140
|
|
|
$
|
1,102
|
|
|
$
|
40
|
|
|
4
|
%
|
|
$
|
38
|
|
|
3
|
%
|
Franchise fees
|
2,006
|
|
|
1,849
|
|
|
1,586
|
|
|
157
|
|
|
8
|
%
|
|
263
|
|
|
17
|
%
|
|||||
Incentive management fees
|
637
|
|
|
649
|
|
|
607
|
|
|
(12
|
)
|
|
(2
|
)%
|
|
42
|
|
|
7
|
%
|
|||||
Gross fee revenues
|
3,823
|
|
|
3,638
|
|
|
3,295
|
|
|
185
|
|
|
5
|
%
|
|
343
|
|
|
10
|
%
|
|||||
Contract investment amortization
|
(62
|
)
|
|
(58
|
)
|
|
(50
|
)
|
|
4
|
|
|
7
|
%
|
|
8
|
|
|
16
|
%
|
|||||
Net fee revenues
|
$
|
3,761
|
|
|
$
|
3,580
|
|
|
$
|
3,245
|
|
|
$
|
181
|
|
|
5
|
%
|
|
$
|
335
|
|
|
10
|
%
|
($ in millions)
|
2019
|
|
2018
|
|
2017
|
|
Change 2019 vs. 2018
|
|
Change 2018 vs. 2017
|
||||||||||||||||
Owned, leased, and other revenue
|
$
|
1,612
|
|
|
$
|
1,635
|
|
|
$
|
1,752
|
|
|
$
|
(23
|
)
|
|
(1
|
)%
|
|
$
|
(117
|
)
|
|
(7
|
)%
|
Owned, leased, and other - direct expenses
|
1,316
|
|
|
1,306
|
|
|
1,411
|
|
|
10
|
|
|
1
|
%
|
|
(105
|
)
|
|
(7
|
)%
|
|||||
|
$
|
296
|
|
|
$
|
329
|
|
|
$
|
341
|
|
|
$
|
(33
|
)
|
|
(10
|
)%
|
|
$
|
(12
|
)
|
|
(4
|
)%
|
($ in millions)
|
2019
|
|
2018
|
|
2017
|
|
Change 2019 vs. 2018
|
|
Change 2018 vs. 2017
|
||||||||||||||||
Cost reimbursement revenue
|
$
|
15,599
|
|
|
$
|
15,543
|
|
|
$
|
15,455
|
|
|
$
|
56
|
|
|
—
|
%
|
|
$
|
88
|
|
|
1
|
%
|
Reimbursed expenses
|
16,439
|
|
|
15,778
|
|
|
15,228
|
|
|
661
|
|
|
4
|
%
|
|
550
|
|
|
4
|
%
|
|||||
|
$
|
(840
|
)
|
|
$
|
(235
|
)
|
|
$
|
227
|
|
|
$
|
(605
|
)
|
|
257
|
%
|
|
$
|
(462
|
)
|
|
(204
|
)%
|
($ in millions)
|
2019
|
|
2018
|
|
2017
|
|
Change 2019 vs. 2018
|
|
Change 2018 vs. 2017
|
||||||||||||||||
Depreciation, amortization, and other
|
$
|
341
|
|
|
$
|
226
|
|
|
$
|
229
|
|
|
$
|
115
|
|
|
51
|
%
|
|
$
|
(3
|
)
|
|
(1
|
)%
|
General, administrative, and other
|
938
|
|
|
927
|
|
|
921
|
|
|
11
|
|
|
1
|
%
|
|
6
|
|
|
1
|
%
|
|||||
Merger-related costs and charges
|
138
|
|
|
155
|
|
|
159
|
|
|
(17
|
)
|
|
(11
|
)%
|
|
(4
|
)
|
|
(3
|
)%
|
($ in millions)
|
2019
|
|
2018
|
|
2017
|
|
Change 2019 vs. 2018
|
|
Change 2018 vs. 2017
|
||||||||||||||||
Gains and other income, net
|
$
|
154
|
|
|
$
|
194
|
|
|
$
|
688
|
|
|
$
|
(40
|
)
|
|
(21
|
)%
|
|
$
|
(494
|
)
|
|
(72
|
)%
|
Interest expense
|
(394
|
)
|
|
(340
|
)
|
|
(288
|
)
|
|
54
|
|
|
16
|
%
|
|
52
|
|
|
18
|
%
|
|||||
Interest income
|
26
|
|
|
22
|
|
|
38
|
|
|
4
|
|
|
18
|
%
|
|
(16
|
)
|
|
(42
|
)%
|
|||||
Equity in earnings
|
13
|
|
|
103
|
|
|
40
|
|
|
(90
|
)
|
|
(87
|
)%
|
|
63
|
|
|
158
|
%
|
($ in millions)
|
2019
|
|
2018
|
|
2017
|
|
Change 2019 vs. 2018
|
|
Change 2018 vs. 2017
|
||||||||||||||||
Provision for income taxes
|
$
|
(326
|
)
|
|
$
|
(438
|
)
|
|
$
|
(1,523
|
)
|
|
$
|
(112
|
)
|
|
(26
|
)%
|
|
$
|
(1,085
|
)
|
|
(71
|
)%
|
($ in millions)
|
2019
|
|
2018
|
|
2017
|
|
Change 2019 vs. 2018
|
|
Change 2018 vs. 2017
|
||||||||||||||||
Segment revenues
|
$
|
13,455
|
|
|
$
|
13,072
|
|
|
$
|
12,909
|
|
|
$
|
383
|
|
|
3
|
%
|
|
$
|
163
|
|
|
1
|
%
|
Segment profits
|
$
|
1,148
|
|
|
$
|
1,153
|
|
|
$
|
1,238
|
|
|
$
|
(5
|
)
|
|
—
|
%
|
|
$
|
(85
|
)
|
|
(7
|
)%
|
•
|
$117 million of higher depreciation, amortization, and other expenses, primarily reflecting impairment charges of $99 million for the Renaissance New York Times Square Hotel lease and $15 million for the Sheraton Phoenix Downtown;
|
•
|
$14 million of lower cost reimbursement revenue, net of reimbursed expenses;
|
•
|
$12 million of lower owned, leased, and other revenue, net of direct expenses, primarily reflecting $8 million of lower termination fees; and
|
•
|
$12 million of lower equity in earnings, primarily due to a $10 million gain on an equity method investee’s sale of a property in 2018;
|
•
|
$110 million of higher gains and other income, net, primarily reflecting a $134 million gain on the sale of two properties in 2019, partially offset by a $22 million gain on the sale of two properties in 2018; and
|
•
|
$47 million of higher base management and franchise fees, primarily reflecting $31 million from unit growth and $20 million from RevPAR growth.
|
•
|
$119 million of lower cost reimbursement revenue, net of reimbursed expenses;
|
•
|
$24 million of lower owned, leased, and other revenue, net of direct expenses, primarily reflecting $60 million of lower owned and leased profits attributable to properties sold, partially offset by $24 million of higher termination fees and $15 million of net stronger results at our remaining owned and leased properties; and
|
•
|
$1 million of lower gains and other income, net, primarily due to the 2017 gain on the sale of the Charlotte Marriott City Center of $24 million, partially offset by the 2018 gain on the sale of two properties of $22 million;
|
•
|
$45 million of higher base management and franchise fees, primarily reflecting $23 million from unit growth and $18 million from RevPAR growth; and
|
•
|
$13 million of lower general, administrative, and other expenses, primarily due to administrative cost savings largely due to synergies associated with the Starwood Combination.
|
($ in millions)
|
2019
|
|
2018
|
|
2017
|
|
Change 2019 vs. 2018
|
|
Change 2018 vs. 2017
|
||||||||||||||||
Segment revenues
|
$
|
3,378
|
|
|
$
|
3,217
|
|
|
$
|
3,219
|
|
|
$
|
161
|
|
|
5
|
%
|
|
$
|
(2
|
)
|
|
—
|
%
|
Segment profits
|
$
|
852
|
|
|
$
|
786
|
|
|
$
|
827
|
|
|
$
|
66
|
|
|
8
|
%
|
|
$
|
(41
|
)
|
|
(5
|
)%
|
•
|
$74 million of higher base management and franchise fees, primarily reflecting $58 million from unit growth, and $18 million from AC Hotels by Marriott properties previously presented in the “Equity in earnings” caption of our Income Statements;
|
•
|
$11 million of lower incentive management fees, primarily driven by lower fees from a few portfolios of managed hotels.
|
•
|
$100 million of lower cost reimbursement revenue, net of reimbursed expenses;
|
•
|
$63 million of higher base management and franchise fees, primarily reflecting $56 million from unit growth.
|
($ in millions)
|
2019
|
|
2018
|
|
2017
|
|
Change 2019 vs. 2018
|
|
Change 2018 vs. 2017
|
||||||||||||||||
Segment revenues
|
$
|
1,189
|
|
|
$
|
1,118
|
|
|
$
|
1,054
|
|
|
$
|
71
|
|
|
6
|
%
|
|
$
|
64
|
|
|
6
|
%
|
Segment profits
|
$
|
369
|
|
|
$
|
456
|
|
|
$
|
361
|
|
|
$
|
(87
|
)
|
|
(19
|
)%
|
|
$
|
95
|
|
|
26
|
%
|
•
|
$69 million of lower gains and other income, net, primarily due to a $57 million gain on 2018 property sales and a $13 million gain on sale of our interest in two equity method investments in 2018; and
|
•
|
$9 million of lower cost reimbursement revenue, net of reimbursed expenses.
|
•
|
$71 million of higher gains and other income, net, primarily reflecting a $57 million gain on 2018 property sales and $13 million from gains on sale of our interest in two equity method investments;
|
•
|
$26 million of higher base management and franchise fees, primarily reflecting $16 million from unit growth; and
|
•
|
$22 million of higher incentive management fees, primarily driven by net higher profits at managed hotels;
|
•
|
$29 million of lower cost reimbursement revenue, net of reimbursed expenses.
|
($ in millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Cash from operations
|
$
|
1,685
|
|
|
$
|
2,357
|
|
|
$
|
2,227
|
|
|
|
|
Payments Due by Period
|
||||||||||||||||
($ in millions)
|
Total
|
|
Less Than
1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
After
5 Years
|
||||||||||
Debt (1)
|
$
|
11,977
|
|
|
$
|
1,228
|
|
|
$
|
3,188
|
|
|
$
|
4,704
|
|
|
$
|
2,857
|
|
Finance lease obligations (1)
|
217
|
|
|
13
|
|
|
26
|
|
|
27
|
|
|
151
|
|
|||||
Operating leases where we are the primary obligor
|
1,310
|
|
|
173
|
|
|
336
|
|
|
222
|
|
|
579
|
|
|||||
Purchase obligations
|
276
|
|
|
116
|
|
|
160
|
|
|
—
|
|
|
—
|
|
|||||
Other noncurrent liabilities
|
128
|
|
|
—
|
|
|
53
|
|
|
16
|
|
|
59
|
|
|||||
Total contractual obligations
|
$
|
13,908
|
|
|
$
|
1,530
|
|
|
$
|
3,763
|
|
|
$
|
4,969
|
|
|
$
|
3,646
|
|
(1)
|
Includes principal as well as interest payments.
|
($ in millions)
|
Total
Amounts
Committed
|
|
Less Than
1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
After
5 Years
|
||||||||||
Guarantee commitments (expiration by period)
|
$
|
299
|
|
|
$
|
4
|
|
|
$
|
86
|
|
|
$
|
63
|
|
|
$
|
146
|
|
Investment and loan commitments (expected funding by period)
|
55
|
|
|
34
|
|
|
17
|
|
|
2
|
|
|
2
|
|
|||||
Total other commitments
|
$
|
354
|
|
|
$
|
38
|
|
|
$
|
103
|
|
|
$
|
65
|
|
|
$
|
148
|
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk.
|
|
Maturities by Period
|
|
|
|
|
||||||||||||||||||||||||||
($ in millions)
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
There-
after
|
|
Total
Carrying
Amount
|
|
Total
Fair
Value
|
||||||||||||||||
Assets - Maturities represent expected principal receipts, fair values represent assets.
|
|||||||||||||||||||||||||||||||
Fixed-rate notes receivable
|
$
|
5
|
|
|
$
|
3
|
|
|
$
|
3
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
31
|
|
|
$
|
44
|
|
|
$
|
44
|
|
Average interest rate
|
|
|
|
|
|
|
|
|
|
|
|
|
1.27
|
%
|
|
|
|||||||||||||||
Floating-rate notes receivable
|
$
|
4
|
|
|
$
|
29
|
|
|
$
|
25
|
|
|
$
|
1
|
|
|
$
|
7
|
|
|
$
|
16
|
|
|
$
|
82
|
|
|
$
|
77
|
|
Average interest rate
|
|
|
|
|
|
|
|
|
|
|
|
|
4.36
|
%
|
|
|
|||||||||||||||
Liabilities - Maturities represent expected principal payments, fair values represent liabilities.
|
|||||||||||||||||||||||||||||||
Fixed-rate debt
|
$
|
(422
|
)
|
|
$
|
(859
|
)
|
|
$
|
(1,107
|
)
|
|
$
|
(686
|
)
|
|
$
|
(14
|
)
|
|
$
|
(2,543
|
)
|
|
$
|
(5,631
|
)
|
|
$
|
(5,880
|
)
|
Average interest rate
|
|
|
|
|
|
|
|
|
|
|
|
|
3.44
|
%
|
|
|
|||||||||||||||
Floating-rate debt
|
$
|
(549
|
)
|
|
$
|
(299
|
)
|
|
$
|
(543
|
)
|
|
$
|
—
|
|
|
$
|
(3,761
|
)
|
|
$
|
—
|
|
|
$
|
(5,152
|
)
|
|
$
|
(5,179
|
)
|
Average interest rate
|
|
|
|
|
|
|
|
|
|
|
|
|
2.30
|
%
|
|
|
Item 8.
|
Financial Statements and Supplementary Data.
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Ernst & Young LLP
|
|
|
Accounting for the Loyalty Program
|
Description of the Matter
|
|
During 2019 the Company recognized $2,211 million of revenues previously deferred as of December 31, 2018 and had deferred revenue of $5,718 million as of December 31, 2019 associated with the Marriott Bonvoy guest loyalty program (the “Loyalty Program”). As discussed in Note 2 to the financial statements, the Company recognizes revenue for performance obligations relating to Loyalty Program points and free night certificates as they are redeemed and the related performance obligations are satisfied. The Company recognizes a portion of revenue for the Licensed IP performance obligation under the sales-based royalty criteria, with the remaining portion recognized on a straight-line basis over the contract term. Revenue is recognized utilizing complex models based upon the estimated standalone selling price per point and per free night certificate, which includes judgment in making the estimates of variable consideration and breakage of points.
Auditing Loyalty Program results is complex due to: (1) the complexity of models and high volume of data used to monitor and account for Loyalty Program results, (2) the material weakness in the Company’s internal control over financial reporting relating to the insufficient complement of resources, including IT and accounting processes and personnel, to perform the ongoing accounting associated with the Loyalty Program and (3) the complexity and judgment of estimating the standalone selling price per Loyalty Program point, including both the estimate of variable consideration under the Company’s co-brand credit card agreements and the estimated breakage of Loyalty Program points which requires the use of specialists. Such estimates are complex given the significant estimation uncertainty associated with projecting future cardholder spending and redemption activity.
|
|
|
|
How We Addressed the Matter in Our Audit
|
|
We obtained an understanding, evaluated the design and tested the operating effectiveness of certain controls over the Company’s process of accounting for the Loyalty Program. We tested controls over management’s review of the assumptions and data inputs utilized in estimating the standalone selling price per Loyalty Program point, as well as the development of the estimated breakage.
To test the recognition of revenues and costs associated with the Loyalty Program, we performed audit procedures that included, among others, testing the clerical accuracy and consistency with US GAAP of the accounting model developed by the Company to recognize revenue and costs associated with the Loyalty Program, and testing significant inputs into the accounting model, including the estimated standalone selling price and recognition of points earned and redeemed during the period. Because of the material weakness we expanded our sample sizes selected for substantive testing and performed additional testing over the completeness and accuracy of Loyalty Program data. We involved our actuarial professionals to assist in our testing procedures with respect to the estimate of the breakage of Loyalty Program points. We evaluated management’s methodology for estimating the breakage of Loyalty Program points, and we tested underlying data and actuarial assumptions used in estimating the breakage. We evaluated the reasonableness of management’s assumptions, including projections of cash flows, used to estimate variable consideration under the Company’s co-brand credit cards.
|
|
|
Accounting for General & Administrative Expenses and Reimbursed Expenses
|
Description of the Matter
|
|
During 2019 the Company recognized $938 million of general and administrative expenses and $16,439 million of reimbursed expenses. As discussed in Note 2 to the financial statements, the Company incurs certain expenses that are for the benefit of, and reimbursable from, hotel owners and franchisees. Such amounts are recorded in the period in which the expense is incurred and include judgment with respect to the allocation of certain costs between general & administrative expenses, which are non-reimbursable, and reimbursed expenses.
|
|
|
Auditing the classification of general and administrative expenses and reimbursed expenses is complex due to: (1) judgment associated with testing management’s conclusions regarding the allocation of costs between reimbursable and non-reimbursable expenses, (2) the complexity associated with allocating above-property expenses to hotel owners and franchisees due to the high volume of data used to monitor and account for reimbursed expenses and (3) incentives within management’s compensation structure designed to limit the growth in general and administrative expenses.
|
|
|
|
How We Addressed the Matter in Our Audit
|
|
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s process of accounting for reimbursed expenses, general and administrative expenses, and the process for allocating expenses. For example, we tested management’s controls over the review of the allocation of certain costs to determine if they were reasonably classified.
To test the recognition of reimbursed expenses for appropriate classification, we performed audit procedures that included, among others, (1) testing a sample of transactions that were classified within reimbursed expenses in order to evaluate the appropriate accounting treatment and financial statement classification pursuant to the terms of the management and franchise agreements, (2) performed analytical procedures over total reimbursed expenses and general and administrative expenses in order to identify any trends or indicators of material errors in the classification of expenses, (3) tested manual journal entries made to reimbursed expenses and general and administrative expenses and (4) evaluated the methodology of cost allocations, including any material changes to allocations during the period.
|
|
|
|
|
|
Accounting for Acquisitions and Dispositions
|
Description of the Matter
|
|
As discussed in Note 3 to the financial statements, the Company executed acquisitions and disposals of real estate, including: (1) the acquisition of the remaining interest in two joint ventures that resulted in the recognition of the indefinite-lived intangible brand asset for AC Hotels by Marriott of $156 million and management and franchise agreements of $34 million, (2) the acquisition of the W New York - Union Square for $206 million, (3) the acquisition of Elegant Hotels for $128 million in cash and assumed Elegant’s net debt outstanding of $63 million and (4) the dispositions of The St. Regis New York and the Sheraton Gateway Hotel in Toronto International Airport, resulting in recognition of aggregate gains on the disposition of real estate assets of $134 million recognized within “Gains and other income, net” during 2019.
Auditing the accounting for acquisitions and dispositions is complex and judgmental as a result of: (1) the magnitude of acquisitions, real estate dispositions and related gains on disposition recognized during the year, (2) significant estimation involved in estimating the fair value of acquired real estate and intangible assets, including the estimate of the relative fair value of assets acquired and (3) technical accounting complexities associated with each individual acquisition and disposition. For dispositions, such complexities included the determination of whether the sale meets the definition of a business, the appropriate treatment of deferred taxes, and in instances where the Company enters into an agreement to manage or franchise the property subsequent to disposition, whether such agreements are consistent with market value.
|
How We Addressed the Matter in Our Audit
|
|
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s process of accounting for acquisitions and dispositions during the year. For example, we tested management’s controls over the review of the technical accounting conclusions reached.
To test the accounting for acquisitions and dispositions we performed audit procedures that included, among others, assessing the technical positions taken by management, vouching of consideration paid in acquisitions and proceeds received in dispositions, testing the estimate of fair value or relative fair value allocation to acquired assets, testing the clerical accuracy of the Company’s gain or loss calculations, and testing the appropriateness of the allocation of deferred taxes to individual asset dispositions.
|
/s/ Ernst & Young LLP
|
|
December 31,
2019 |
|
December 31,
2018 |
|
December 31,
2017 |
||||||
REVENUES
|
|
|
|
|
|
||||||
Base management fees (1)
|
$
|
1,180
|
|
|
$
|
1,140
|
|
|
$
|
1,102
|
|
Franchise fees
|
2,006
|
|
|
1,849
|
|
|
1,586
|
|
|||
Incentive management fees (1)
|
637
|
|
|
649
|
|
|
607
|
|
|||
Gross fee revenues
|
3,823
|
|
|
3,638
|
|
|
3,295
|
|
|||
Contract investment amortization (1)
|
(62
|
)
|
|
(58
|
)
|
|
(50
|
)
|
|||
Net fee revenues
|
3,761
|
|
|
3,580
|
|
|
3,245
|
|
|||
Owned, leased, and other revenue (1)
|
1,612
|
|
|
1,635
|
|
|
1,752
|
|
|||
Cost reimbursement revenue (1)
|
15,599
|
|
|
15,543
|
|
|
15,455
|
|
|||
|
20,972
|
|
|
20,758
|
|
|
20,452
|
|
|||
OPERATING COSTS AND EXPENSES
|
|
|
|
|
|
||||||
Owned, leased, and other-direct
|
1,316
|
|
|
1,306
|
|
|
1,411
|
|
|||
Depreciation, amortization, and other (1)
|
341
|
|
|
226
|
|
|
229
|
|
|||
General, administrative, and other (1)
|
938
|
|
|
927
|
|
|
921
|
|
|||
Merger-related costs and charges
|
138
|
|
|
155
|
|
|
159
|
|
|||
Reimbursed expenses (1)
|
16,439
|
|
|
15,778
|
|
|
15,228
|
|
|||
|
19,172
|
|
|
18,392
|
|
|
17,948
|
|
|||
OPERATING INCOME
|
1,800
|
|
|
2,366
|
|
|
2,504
|
|
|||
Gains and other income, net (1)
|
154
|
|
|
194
|
|
|
688
|
|
|||
Interest expense (1)
|
(394
|
)
|
|
(340
|
)
|
|
(288
|
)
|
|||
Interest income (1)
|
26
|
|
|
22
|
|
|
38
|
|
|||
Equity in earnings (1)
|
13
|
|
|
103
|
|
|
40
|
|
|||
INCOME BEFORE INCOME TAXES
|
1,599
|
|
|
2,345
|
|
|
2,982
|
|
|||
Provision for income taxes
|
(326
|
)
|
|
(438
|
)
|
|
(1,523
|
)
|
|||
NET INCOME
|
$
|
1,273
|
|
|
$
|
1,907
|
|
|
$
|
1,459
|
|
EARNINGS PER SHARE
|
|
|
|
|
|
||||||
Earnings per share - basic
|
$
|
3.83
|
|
|
$
|
5.45
|
|
|
$
|
3.89
|
|
Earnings per share - diluted
|
$
|
3.80
|
|
|
$
|
5.38
|
|
|
$
|
3.84
|
|
(1)
|
See Note 16 for disclosure of related party amounts.
|
|
December 31,
2019 |
|
December 31,
2018 |
|
December 31,
2017 |
||||||
Net income
|
$
|
1,273
|
|
|
$
|
1,907
|
|
|
$
|
1,459
|
|
Other comprehensive (loss) income:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
35
|
|
|
(391
|
)
|
|
478
|
|
|||
Derivative instrument adjustments and other, net of tax
|
2
|
|
|
4
|
|
|
(9
|
)
|
|||
Reclassification of (gains) losses, net of tax
|
(7
|
)
|
|
17
|
|
|
11
|
|
|||
Total other comprehensive (loss) income, net of tax
|
30
|
|
|
(370
|
)
|
|
480
|
|
|||
Comprehensive income
|
$
|
1,303
|
|
|
$
|
1,537
|
|
|
$
|
1,939
|
|
|
December 31,
2019 |
|
December 31,
2018 |
||||
ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and equivalents
|
$
|
225
|
|
|
$
|
316
|
|
Accounts and notes receivable, net (1)
|
2,395
|
|
|
2,133
|
|
||
Prepaid expenses and other (1)
|
252
|
|
|
249
|
|
||
Assets held for sale
|
255
|
|
|
8
|
|
||
|
3,127
|
|
|
2,706
|
|
||
Property and equipment, net
|
1,904
|
|
|
1,956
|
|
||
Intangible assets
|
|
|
|
||||
Brands
|
5,954
|
|
|
5,790
|
|
||
Contract acquisition costs and other (1)
|
2,687
|
|
|
2,590
|
|
||
Goodwill
|
9,048
|
|
|
9,039
|
|
||
|
17,689
|
|
|
17,419
|
|
||
Equity method investments (1)
|
577
|
|
|
732
|
|
||
Notes receivable, net
|
117
|
|
|
125
|
|
||
Deferred tax assets
|
154
|
|
|
171
|
|
||
Operating lease assets
|
888
|
|
|
—
|
|
||
Other noncurrent assets (1)
|
595
|
|
|
587
|
|
||
|
$
|
25,051
|
|
|
$
|
23,696
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Current portion of long-term debt
|
$
|
977
|
|
|
$
|
833
|
|
Accounts payable (1)
|
720
|
|
|
767
|
|
||
Accrued payroll and benefits
|
1,339
|
|
|
1,345
|
|
||
Liability for guest loyalty program
|
2,258
|
|
|
2,529
|
|
||
Accrued expenses and other (1)
|
1,383
|
|
|
963
|
|
||
|
6,677
|
|
|
6,437
|
|
||
Long-term debt
|
9,963
|
|
|
8,514
|
|
||
Liability for guest loyalty program
|
3,460
|
|
|
2,932
|
|
||
Deferred tax liabilities (1)
|
290
|
|
|
485
|
|
||
Deferred revenue
|
840
|
|
|
731
|
|
||
Operating lease liabilities
|
882
|
|
|
—
|
|
||
Other noncurrent liabilities (1)
|
2,236
|
|
|
2,372
|
|
||
Shareholders’ equity
|
|
|
|
||||
Class A Common Stock
|
5
|
|
|
5
|
|
||
Additional paid-in-capital
|
5,800
|
|
|
5,814
|
|
||
Retained earnings
|
9,644
|
|
|
8,982
|
|
||
Treasury stock, at cost
|
(14,385
|
)
|
|
(12,185
|
)
|
||
Accumulated other comprehensive loss
|
(361
|
)
|
|
(391
|
)
|
||
|
703
|
|
|
2,225
|
|
||
|
$
|
25,051
|
|
|
$
|
23,696
|
|
(1)
|
See Note 16 for disclosure of related party amounts.
|
|
December 31,
2019 |
|
December 31,
2018 |
|
December 31,
2017 |
||||||
OPERATING ACTIVITIES
|
|
|
|
|
|
||||||
Net income
|
$
|
1,273
|
|
|
$
|
1,907
|
|
|
$
|
1,459
|
|
Adjustments to reconcile to cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation, amortization, and other
|
403
|
|
|
284
|
|
|
279
|
|
|||
Share-based compensation
|
187
|
|
|
184
|
|
|
181
|
|
|||
Income taxes
|
(200
|
)
|
|
(239
|
)
|
|
887
|
|
|||
Liability for guest loyalty program
|
257
|
|
|
520
|
|
|
298
|
|
|||
Contract acquisition costs
|
(195
|
)
|
|
(152
|
)
|
|
(185
|
)
|
|||
Merger-related charges
|
86
|
|
|
16
|
|
|
(124
|
)
|
|||
Working capital changes
|
(273
|
)
|
|
(76
|
)
|
|
(30
|
)
|
|||
Gain on asset dispositions
|
(147
|
)
|
|
(194
|
)
|
|
(687
|
)
|
|||
Other
|
294
|
|
|
107
|
|
|
149
|
|
|||
Net cash provided by operating activities
|
1,685
|
|
|
2,357
|
|
|
2,227
|
|
|||
INVESTING ACTIVITIES
|
|
|
|
|
|
||||||
Capital expenditures
|
(653
|
)
|
|
(556
|
)
|
|
(240
|
)
|
|||
Dispositions
|
395
|
|
|
479
|
|
|
1,418
|
|
|||
Loan advances
|
(30
|
)
|
|
(13
|
)
|
|
(93
|
)
|
|||
Loan collections
|
51
|
|
|
48
|
|
|
187
|
|
|||
Other
|
(47
|
)
|
|
(10
|
)
|
|
(61
|
)
|
|||
Net cash (used in) provided by investing activities
|
(284
|
)
|
|
(52
|
)
|
|
1,211
|
|
|||
FINANCING ACTIVITIES
|
|
|
|
|
|
||||||
Commercial paper/Credit Facility, net
|
951
|
|
|
(129
|
)
|
|
60
|
|
|||
Issuance of long-term debt
|
1,397
|
|
|
1,646
|
|
|
—
|
|
|||
Repayment of long-term debt
|
(835
|
)
|
|
(397
|
)
|
|
(310
|
)
|
|||
Issuance of Class A Common Stock
|
7
|
|
|
4
|
|
|
6
|
|
|||
Dividends paid
|
(612
|
)
|
|
(543
|
)
|
|
(482
|
)
|
|||
Purchase of treasury stock
|
(2,260
|
)
|
|
(2,850
|
)
|
|
(3,013
|
)
|
|||
Share-based compensation withholding taxes
|
(148
|
)
|
|
(105
|
)
|
|
(157
|
)
|
|||
Other
|
(8
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash (used in) provided by financing activities
|
(1,508
|
)
|
|
(2,374
|
)
|
|
(3,896
|
)
|
|||
DECREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH
|
(107
|
)
|
|
(69
|
)
|
|
(458
|
)
|
|||
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period (1)
|
360
|
|
|
429
|
|
|
887
|
|
|||
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period (1)
|
$
|
253
|
|
|
$
|
360
|
|
|
$
|
429
|
|
(1)
|
The 2019 amounts include beginning restricted cash of $44 million at December 31, 2018, and ending restricted cash of $28 million at December 31, 2019, which we present in the “Prepaid expenses and other” and “Other noncurrent assets” captions of our Balance Sheets.
|
Common
Shares
Outstanding
|
|
|
Total
|
|
Class A
Common
Stock
|
|
Additional
Paid-in-
Capital
|
|
Retained
Earnings
|
|
Treasury
Stock, at
Cost
|
|
Accumulated
Other
Comprehensive Loss
|
|||||||||||||
386.1
|
|
|
Balance at December 31, 2016
|
$
|
5,121
|
|
|
$
|
5
|
|
|
$
|
5,808
|
|
|
$
|
6,265
|
|
|
$
|
(6,460
|
)
|
|
$
|
(497
|
)
|
—
|
|
|
Net income
|
1,459
|
|
|
—
|
|
|
—
|
|
|
1,459
|
|
|
—
|
|
|
—
|
|
||||||
—
|
|
|
Other comprehensive loss
|
480
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
480
|
|
||||||
—
|
|
|
Dividends ($1.29 per share)
|
(482
|
)
|
|
—
|
|
|
—
|
|
|
(482
|
)
|
|
—
|
|
|
—
|
|
||||||
2.2
|
|
|
Share-based compensation plans
|
29
|
|
|
—
|
|
|
(38
|
)
|
|
—
|
|
|
67
|
|
|
—
|
|
||||||
(29.2
|
)
|
|
Purchase of treasury stock
|
(3,025
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,025
|
)
|
|
—
|
|
||||||
359.1
|
|
|
Balance at December 31, 2017
|
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
|
1,907
|
|
|
—
|
|
|
—
|
|
|
1,907
|
|
|
—
|
|
|
—
|
|
||||||
—
|
|
|
Other comprehensive loss
|
(370
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(370
|
)
|
||||||
—
|
|
|
Dividends ($1.56 per share)
|
(543
|
)
|
|
—
|
|
|
—
|
|
|
(543
|
)
|
|
—
|
|
|
—
|
|
||||||
1.5
|
|
|
Share-based compensation plans
|
86
|
|
|
—
|
|
|
44
|
|
|
—
|
|
|
42
|
|
|
—
|
|
||||||
(21.5
|
)
|
|
Purchase of treasury stock
|
(2,809
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,809
|
)
|
|
—
|
|
||||||
339.1
|
|
|
Balance at December 31, 2018
|
2,225
|
|
|
5
|
|
|
5,814
|
|
|
8,982
|
|
|
(12,185
|
)
|
|
(391
|
)
|
||||||
—
|
|
|
Adoption of ASU 2016-02
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||||
—
|
|
|
Net income
|
1,273
|
|
|
—
|
|
|
—
|
|
|
1,273
|
|
|
—
|
|
|
—
|
|
||||||
—
|
|
|
Other comprehensive income
|
30
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30
|
|
||||||
—
|
|
|
Dividends ($1.85 per share)
|
(612
|
)
|
|
—
|
|
|
—
|
|
|
(612
|
)
|
|
—
|
|
|
—
|
|
||||||
2.2
|
|
|
Share-based compensation plans
|
46
|
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
60
|
|
|
—
|
|
||||||
(17.3
|
)
|
|
Purchase of treasury stock
|
(2,260
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,260
|
)
|
|
—
|
|
||||||
324.0
|
|
(1)
|
Balance at December 31, 2019
|
$
|
703
|
|
|
$
|
5
|
|
|
$
|
5,800
|
|
|
$
|
9,644
|
|
|
$
|
(14,385
|
)
|
|
$
|
(361
|
)
|
(1)
|
Our restated certificate of incorporation authorizes 800 million shares of our common stock, with a par value of $.01 per share and 10 million shares of preferred stock, without par value. At year-end 2019, we had 324 million of these authorized shares of our common stock and no preferred stock outstanding.
|
•
|
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.
|
•
|
The Tremont Chicago Hotel at Magnificent Mile and Le Centre Sheraton Montreal Hotel, two North American Full-Service properties;
|
•
|
The Westin Denarau Island Resort and The Sheraton Fiji Resort, two Asia Pacific properties; and
|
•
|
The Sheraton Buenos Aires Hotel & Convention Center and Park Tower, A Luxury Collection Hotel, Buenos Aires, two Caribbean and Latin America properties.
|
•
|
The Sheraton Centre Toronto Hotel that was owned on a long-term ground lease;
|
•
|
The Westin Maui that was owned on a long-term ground lease; and
|
•
|
The Charlotte Marriott City Center and recognized a $24 million gain in the “Gains and other income, net” caption of our Income Statements.
|
(in millions, except per share amounts)
|
2019
|
|
2018
|
|
2017
|
||||||
Computation of Basic Earnings Per Share
|
|
|
|
|
|
||||||
Net income
|
$
|
1,273
|
|
|
$
|
1,907
|
|
|
$
|
1,459
|
|
Shares for basic earnings per share
|
332.7
|
|
|
350.1
|
|
|
375.2
|
|
|||
Basic earnings per share
|
$
|
3.83
|
|
|
$
|
5.45
|
|
|
$
|
3.89
|
|
Computation of Diluted Earnings Per Share
|
|
|
|
|
|
||||||
Net income
|
$
|
1,273
|
|
|
$
|
1,907
|
|
|
$
|
1,459
|
|
Shares for basic earnings per share
|
332.7
|
|
|
350.1
|
|
|
375.2
|
|
|||
Effect of dilutive securities
|
|
|
|
|
|
||||||
Share-based compensation
|
2.8
|
|
|
4.1
|
|
|
4.7
|
|
|||
Shares for diluted earnings per share
|
335.5
|
|
|
354.2
|
|
|
379.9
|
|
|||
Diluted earnings per share
|
$
|
3.80
|
|
|
$
|
5.38
|
|
|
$
|
3.84
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Share-based compensation expense (in millions)
|
$
|
177
|
|
|
$
|
170
|
|
|
$
|
172
|
|
Weighted average grant-date fair value (per RSU)
|
$
|
117
|
|
|
$
|
132
|
|
|
$
|
85
|
|
Aggregate intrinsic value of distributed RSUs (in millions)
|
$
|
276
|
|
|
$
|
294
|
|
|
$
|
322
|
|
|
Number of RSUs
(in millions)
|
|
Weighted Average
Grant-Date
Fair Value
(per RSU)
|
|||
Outstanding at year-end 2018
|
4.8
|
|
|
$
|
90
|
|
Granted
|
1.7
|
|
|
117
|
|
|
Distributed
|
(2.3
|
)
|
|
79
|
|
|
Forfeited
|
(0.1
|
)
|
|
112
|
|
|
Outstanding at year-end 2019
|
4.1
|
|
|
$
|
106
|
|
($ in millions)
|
2019
|
|
2018
|
|
2017
|
||||||
U.S.
|
$
|
549
|
|
|
$
|
1,311
|
|
|
$
|
2,153
|
|
Non-U.S.
|
1,050
|
|
|
1,034
|
|
|
829
|
|
|||
|
$
|
1,599
|
|
|
$
|
2,345
|
|
|
$
|
2,982
|
|
($ in millions)
|
2019
|
|
2018
|
|
2017
|
|||||||
Current
|
-U.S. Federal
|
$
|
(272
|
)
|
|
$
|
(169
|
)
|
|
$
|
(1,253
|
)
|
|
-U.S. State
|
(57
|
)
|
|
(94
|
)
|
|
(152
|
)
|
|||
|
-Non-U.S.
|
(161
|
)
|
|
(284
|
)
|
|
(178
|
)
|
|||
|
|
(490
|
)
|
|
(547
|
)
|
|
(1,583
|
)
|
|||
|
|
|
|
|
|
|
||||||
Deferred
|
-U.S. Federal
|
141
|
|
|
10
|
|
|
61
|
|
|||
|
-U.S. State
|
39
|
|
|
(6
|
)
|
|
(33
|
)
|
|||
|
-Non-U.S.
|
(16
|
)
|
|
105
|
|
|
32
|
|
|||
|
|
164
|
|
|
109
|
|
|
60
|
|
|||
|
|
$
|
(326
|
)
|
|
$
|
(438
|
)
|
|
$
|
(1,523
|
)
|
($ in millions)
|
Amount
|
||
Unrecognized tax benefit at beginning of 2017
|
$
|
421
|
|
Change attributable to tax positions taken in prior years
|
12
|
|
|
Change attributable to tax positions taken during the current period
|
87
|
|
|
Decrease attributable to settlements with taxing authorities
|
(28
|
)
|
|
Decrease attributable to lapse of statute of limitations
|
(1
|
)
|
|
Unrecognized tax benefit at year-end 2017
|
491
|
|
|
Change attributable to tax positions taken in prior years
|
37
|
|
|
Change attributable to tax positions taken during the current period
|
148
|
|
|
Decrease attributable to settlements with taxing authorities
|
(53
|
)
|
|
Unrecognized tax benefit at year-end 2018
|
623
|
|
|
Change attributable to tax positions taken in prior years
|
(13
|
)
|
|
Change attributable to tax positions taken during the current period
|
13
|
|
|
Decrease attributable to settlements with taxing authorities
|
(54
|
)
|
|
Unrecognized tax benefit at year-end 2019
|
$
|
569
|
|
($ in millions)
|
At Year-End 2019
|
|
At Year-End 2018
|
||||
Deferred Tax Assets
|
|
|
|
||||
Employee benefits
|
$
|
267
|
|
|
$
|
261
|
|
Net operating loss carry-forwards
|
680
|
|
|
494
|
|
||
Accrued expenses and other reserves
|
162
|
|
|
160
|
|
||
Receivables, net
|
11
|
|
|
12
|
|
||
Tax credits
|
41
|
|
|
24
|
|
||
Loyalty Program
|
249
|
|
|
133
|
|
||
Deferred income
|
70
|
|
|
56
|
|
||
Lease liabilities
|
261
|
|
|
—
|
|
||
Other
|
15
|
|
|
13
|
|
||
Deferred tax assets
|
1,756
|
|
|
1,153
|
|
||
Valuation allowance
|
(616
|
)
|
|
(428
|
)
|
||
Deferred tax assets after valuation allowance
|
1,140
|
|
|
725
|
|
||
Deferred Tax Liabilities
|
|
|
|
||||
Joint venture interests
|
(55
|
)
|
|
(59
|
)
|
||
Property and equipment
|
(82
|
)
|
|
(85
|
)
|
||
Intangibles
|
(895
|
)
|
|
(876
|
)
|
||
Right-of-use assets
|
(229
|
)
|
|
—
|
|
||
Self-insurance
|
(15
|
)
|
|
(19
|
)
|
||
Deferred tax liabilities
|
(1,276
|
)
|
|
(1,039
|
)
|
||
Net deferred taxes
|
$
|
(136
|
)
|
|
$
|
(314
|
)
|
|
2019
|
|
2018
|
|
2017
|
|||
U.S. statutory tax rate
|
21.0
|
%
|
|
21.0
|
%
|
|
35.0
|
%
|
U.S. state income taxes, net of U.S. federal tax benefit
|
1.6
|
|
|
2.5
|
|
|
3.1
|
|
Non-U.S. income
|
(3.3
|
)
|
|
(1.0
|
)
|
|
(7.3
|
)
|
Change in valuation allowance
|
3.4
|
|
|
2.6
|
|
|
2.0
|
|
Change in uncertain tax positions
|
1.9
|
|
|
1.0
|
|
|
2.2
|
|
Change in U.S. tax rate
|
0.0
|
|
|
(1.7
|
)
|
|
(5.5
|
)
|
Transition Tax on foreign earnings
|
(0.3
|
)
|
|
0.1
|
|
|
22.8
|
|
Tax on asset dispositions
|
(0.7
|
)
|
|
(2.9
|
)
|
|
(0.2
|
)
|
Excess tax benefits related to equity awards
|
(3.2
|
)
|
|
(1.8
|
)
|
|
(2.4
|
)
|
Other, net
|
0.0
|
|
|
(1.1
|
)
|
|
1.4
|
|
Effective rate
|
20.4
|
%
|
|
18.7
|
%
|
|
51.1
|
%
|
($ in millions)
Guarantee Type
|
Maximum Potential
Amount
of Future Fundings
|
|
Recorded Liability for
Guarantees
|
||||
Debt service
|
$
|
53
|
|
|
$
|
6
|
|
Operating profit
|
231
|
|
|
142
|
|
||
Other
|
15
|
|
|
3
|
|
||
|
$
|
299
|
|
|
$
|
151
|
|
($ in millions)
|
|
2019
|
||
Operating lease cost
|
|
$
|
185
|
|
Variable lease cost
|
|
113
|
|
($ in millions)
|
Operating Leases
|
|
Finance Leases
|
||||
2020
|
$
|
173
|
|
|
$
|
13
|
|
2021
|
171
|
|
|
13
|
|
||
2022
|
165
|
|
|
13
|
|
||
2023
|
115
|
|
|
13
|
|
||
2024
|
107
|
|
|
14
|
|
||
Thereafter
|
579
|
|
|
151
|
|
||
Total minimum lease payments
|
$
|
1,310
|
|
|
$
|
217
|
|
Less: Amount representing interest
|
298
|
|
|
60
|
|
||
Present value of minimum lease payments
|
$
|
1,012
|
|
|
$
|
157
|
|
|
|
|
|
||||
Current (1)
|
130
|
|
|
6
|
|
||
Noncurrent (2)
|
882
|
|
|
151
|
|
||
|
$
|
1,012
|
|
|
$
|
157
|
|
(1)
|
Operating leases are recorded in the “Accrued expenses and other” and finance leases are recorded in the “Current portion of long-term debt” captions of our Balance Sheets.
|
(2)
|
Operating leases are recorded in the “Operating lease liabilities” and finance leases are recorded in the “Long-term debt” captions of our Balance Sheets.
|
|
|
Operating leases
|
|
Finance leases
|
||
Weighted Average Remaining Lease Term (in years)
|
|
11
|
|
|
14
|
|
Weighted Average Discount Rate
|
|
4.8
|
%
|
|
4.4
|
%
|
($ in millions)
|
At Year-End 2019
|
|
At Year-End 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%) |
449
|
|
|
448
|
|
||
Series P Notes, interest rate of 3.8%, face amount of $350, maturing October 1, 2025
(effective interest rate of 4.0%) |
346
|
|
|
345
|
|
||
Series Q Notes, interest rate of 2.3%, face amount of $750, maturing January 15, 2022
(effective interest rate of 2.5%) |
747
|
|
|
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, matured December 1, 2019
(effective interest rate of 2.3%) |
—
|
|
|
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%) |
332
|
|
|
335
|
|
||
Series W Notes, interest rate of 4.5%, face amount of $278, maturing October 1, 2034
(effective interest rate of 4.1%) |
291
|
|
|
292
|
|
||
Series X Notes, interest rate of 4.0%, face amount of $450, maturing April 15, 2028
(effective interest rate of 4.2%) |
444
|
|
|
443
|
|
||
Series Y Notes, floating rate, face amount of $550, maturing December 1, 2020
(effective interest rate of 2.5% at December 31, 2019) |
549
|
|
|
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 2.5% at December 31, 2019) |
299
|
|
|
—
|
|
||
Series CC Notes, interest rate of 3.6%, face amount of $550, maturing April 15, 2024
(effective interest rate of 3.9%) |
564
|
|
|
—
|
|
||
Series DD Notes, interest rate of 2.1%, face amount of $550, maturing October 3, 2022
(effective interest rate of 2.4%) |
543
|
|
|
—
|
|
||
|
|
|
|
||||
Commercial paper
|
3,197
|
|
|
2,245
|
|
||
Credit Facility
|
—
|
|
|
—
|
|
||
Finance lease obligations
|
157
|
|
|
163
|
|
||
Other
|
247
|
|
|
223
|
|
||
|
$
|
10,940
|
|
|
$
|
9,347
|
|
Less: Current portion of long-term debt
|
(977
|
)
|
|
(833
|
)
|
||
|
$
|
9,963
|
|
|
$
|
8,514
|
|
Debt Principal Payments ($ in millions)
|
Amount
|
||
2020
|
$
|
977
|
|
2021
|
1,164
|
|
|
2022
|
1,657
|
|
|
2023
|
694
|
|
|
2024
|
3,783
|
|
|
Thereafter
|
2,665
|
|
|
Balance at year-end 2019
|
$
|
10,940
|
|
($ in millions)
|
At Year-End 2019
|
|
At Year-End 2018
|
||||
Definite-lived Intangible Assets
|
|
|
|
||||
Costs incurred to obtain contracts with customers
|
$
|
1,588
|
|
|
$
|
1,347
|
|
Contracts acquired in business combinations and other
|
1,972
|
|
|
1,983
|
|
||
|
3,560
|
|
|
3,330
|
|
||
Accumulated amortization
|
(808
|
)
|
|
(674
|
)
|
||
|
2,752
|
|
|
2,656
|
|
||
Indefinite-lived Intangible Brand Assets
|
5,889
|
|
|
5,724
|
|
||
|
$
|
8,641
|
|
|
$
|
8,380
|
|
($ in millions)
|
North American Full-Service
|
|
North American Limited-Service
|
|
Asia Pacific
|
|
Other International
|
|
Total
Goodwill
|
||||||||||
Balance at year-end 2018
|
$
|
3,566
|
|
|
$
|
1,755
|
|
|
$
|
1,862
|
|
|
$
|
1,856
|
|
|
$
|
9,039
|
|
Foreign currency translation
|
10
|
|
|
7
|
|
|
2
|
|
|
(10
|
)
|
|
9
|
|
|||||
Balance at year-end 2019
|
$
|
3,576
|
|
|
$
|
1,762
|
|
|
$
|
1,864
|
|
|
$
|
1,846
|
|
|
$
|
9,048
|
|
($ in millions)
|
At Year-End 2019
|
|
At Year-End 2018
|
||||
Land
|
$
|
684
|
|
|
$
|
591
|
|
Buildings and leasehold improvements
|
1,100
|
|
|
1,275
|
|
||
Furniture and equipment
|
1,225
|
|
|
1,439
|
|
||
Construction in progress
|
196
|
|
|
168
|
|
||
|
3,205
|
|
|
3,473
|
|
||
Accumulated depreciation
|
(1,301
|
)
|
|
(1,517
|
)
|
||
|
$
|
1,904
|
|
|
$
|
1,956
|
|
Notes Receivable Principal Payments ($ in millions)
|
Amount
|
||
2020
|
$
|
9
|
|
2021
|
32
|
|
|
2022
|
28
|
|
|
2023
|
2
|
|
|
2024
|
8
|
|
|
Thereafter
|
47
|
|
|
Balance at year-end 2019
|
$
|
126
|
|
Weighted average interest rate at year-end 2019
|
5.6%
|
|
|
Range of stated interest rates at year-end 2019
|
0-9%
|
|
|
At Year-End 2019
|
|
At Year-End 2018
|
||||||||||||
($ in millions)
|
Carrying
Amount
|
|
Fair Value
|
|
Carrying
Amount
|
|
Fair Value
|
||||||||
Senior, mezzanine, and other loans
|
$
|
117
|
|
|
$
|
112
|
|
|
$
|
125
|
|
|
$
|
116
|
|
Total noncurrent financial assets
|
$
|
117
|
|
|
$
|
112
|
|
|
$
|
125
|
|
|
$
|
116
|
|
|
|
|
|
|
|
|
|
||||||||
Senior Notes
|
$
|
(6,441
|
)
|
|
$
|
(6,712
|
)
|
|
$
|
(5,928
|
)
|
|
$
|
(5,794
|
)
|
Commercial paper
|
(3,197
|
)
|
|
(3,197
|
)
|
|
(2,245
|
)
|
|
(2,245
|
)
|
||||
Other long-term debt
|
(174
|
)
|
|
(179
|
)
|
|
(184
|
)
|
|
(182
|
)
|
||||
Other noncurrent liabilities
|
(196
|
)
|
|
(196
|
)
|
|
(153
|
)
|
|
(153
|
)
|
||||
Total noncurrent financial liabilities
|
$
|
(10,008
|
)
|
|
$
|
(10,284
|
)
|
|
$
|
(8,510
|
)
|
|
$
|
(8,374
|
)
|
($ in millions)
|
Foreign Currency Translation Adjustments
|
|
Derivative Instrument and Other Adjustments
|
|
Accumulated Other Comprehensive Loss
|
||||||
Balance at year-end 2016
|
$
|
(503
|
)
|
|
$
|
6
|
|
|
$
|
(497
|
)
|
Other comprehensive (loss) income before reclassifications (1)
|
478
|
|
|
(9
|
)
|
|
469
|
|
|||
Reclassification of losses (gains), net of tax
|
2
|
|
|
9
|
|
|
11
|
|
|||
Net other comprehensive (loss) income
|
480
|
|
|
—
|
|
|
480
|
|
|||
Balance at year-end 2017
|
$
|
(23
|
)
|
|
$
|
6
|
|
|
$
|
(17
|
)
|
Other comprehensive (loss) income before reclassifications (1)
|
(391
|
)
|
|
4
|
|
|
(387
|
)
|
|||
Reclassification of losses (gains), net of tax
|
11
|
|
|
6
|
|
|
17
|
|
|||
Net other comprehensive (loss) income
|
(380
|
)
|
|
10
|
|
|
(370
|
)
|
|||
Adoption of ASU 2016-01
|
—
|
|
|
(4
|
)
|
|
(4
|
)
|
|||
Balance at year-end 2018
|
$
|
(403
|
)
|
|
$
|
12
|
|
|
$
|
(391
|
)
|
Other comprehensive (loss) income before reclassifications (1)
|
35
|
|
|
2
|
|
|
37
|
|
|||
Reclassification of losses (gains), net of tax
|
—
|
|
|
(7
|
)
|
|
(7
|
)
|
|||
Net other comprehensive (loss) income
|
35
|
|
|
(5
|
)
|
|
30
|
|
|||
Balance at year-end 2019
|
$
|
(368
|
)
|
|
$
|
7
|
|
|
$
|
(361
|
)
|
(1)
|
Other comprehensive (loss) income before reclassifications for foreign currency translation adjustments includes gains (losses) on intra-entity foreign currency transactions that are of a long-term investment nature of $6 million for 2019, $14 million for 2018, and $(147) million for 2017.
|
•
|
North American Full-Service, which includes our Luxury and Premium properties located in the U.S. and Canada;
|
•
|
North American Limited-Service, which includes our Select properties located in the U.S. and Canada; and
|
•
|
Asia Pacific, which includes all properties in our Asia Pacific region.
|
|
2019
|
||||||||||||||||||
($ in millions)
|
North American Full-Service
|
|
North American Limited-Service
|
|
Asia Pacific
|
|
Other International
|
|
Total
|
||||||||||
Gross fee revenues
|
$
|
1,299
|
|
|
$
|
966
|
|
|
$
|
477
|
|
|
$
|
555
|
|
|
$
|
3,297
|
|
Contract investment amortization
|
(35
|
)
|
|
(13
|
)
|
|
(2
|
)
|
|
(12
|
)
|
|
(62
|
)
|
|||||
Net fee revenues
|
1,264
|
|
|
953
|
|
|
475
|
|
|
543
|
|
|
3,235
|
|
|||||
Owned, leased, and other revenue
|
581
|
|
|
134
|
|
|
178
|
|
|
663
|
|
|
1,556
|
|
|||||
Cost reimbursement revenue
|
11,610
|
|
|
2,291
|
|
|
536
|
|
|
1,149
|
|
|
15,586
|
|
|||||
Total segment revenue
|
$
|
13,455
|
|
|
$
|
3,378
|
|
|
$
|
1,189
|
|
|
$
|
2,355
|
|
|
$
|
20,377
|
|
Unallocated corporate
|
|
|
|
|
|
|
|
|
595
|
|
|||||||||
Total revenue
|
|
|
|
|
|
|
|
|
$
|
20,972
|
|
|
2018
|
||||||||||||||||||
($ in millions)
|
North American Full-Service
|
|
North American Limited-Service
|
|
Asia Pacific
|
|
Other International
|
|
Total
|
||||||||||
Gross fee revenues
|
$
|
1,255
|
|
|
$
|
903
|
|
|
$
|
479
|
|
|
$
|
518
|
|
|
$
|
3,155
|
|
Contract investment amortization
|
(33
|
)
|
|
(12
|
)
|
|
(2
|
)
|
|
(11
|
)
|
|
(58
|
)
|
|||||
Net fee revenues
|
1,222
|
|
|
891
|
|
|
477
|
|
|
507
|
|
|
3,097
|
|
|||||
Owned, leased, and other revenue
|
593
|
|
|
128
|
|
|
182
|
|
|
668
|
|
|
1,571
|
|
|||||
Cost reimbursement revenue
|
11,257
|
|
|
2,198
|
|
|
459
|
|
|
1,091
|
|
|
15,005
|
|
|||||
Total segment revenue
|
$
|
13,072
|
|
|
$
|
3,217
|
|
|
$
|
1,118
|
|
|
$
|
2,266
|
|
|
$
|
19,673
|
|
Unallocated corporate
|
|
|
|
|
|
|
|
|
1,085
|
|
|||||||||
Total revenue
|
|
|
|
|
|
|
|
|
$
|
20,758
|
|
|
2017
|
||||||||||||||||||
($ in millions)
|
North American Full-Service
|
|
North American Limited-Service
|
|
Asia Pacific
|
|
Other International
|
|
Total
|
||||||||||
Gross fee revenues
|
$
|
1,202
|
|
|
$
|
842
|
|
|
$
|
431
|
|
|
$
|
476
|
|
|
$
|
2,951
|
|
Contract investment amortization
|
(25
|
)
|
|
(11
|
)
|
|
(1
|
)
|
|
(13
|
)
|
|
(50
|
)
|
|||||
Net fee revenues
|
1,177
|
|
|
831
|
|
|
430
|
|
|
463
|
|
|
2,901
|
|
|||||
Owned, leased, and other revenue
|
697
|
|
|
132
|
|
|
191
|
|
|
685
|
|
|
1,705
|
|
|||||
Cost reimbursement revenue
|
11,035
|
|
|
2,256
|
|
|
433
|
|
|
1,140
|
|
|
14,864
|
|
|||||
Total segment revenue
|
$
|
12,909
|
|
|
$
|
3,219
|
|
|
$
|
1,054
|
|
|
$
|
2,288
|
|
|
$
|
19,470
|
|
Unallocated corporate
|
|
|
|
|
|
|
|
|
982
|
|
|||||||||
Total revenue
|
|
|
|
|
|
|
|
|
$
|
20,452
|
|
($ in millions)
|
2019
|
|
2018
|
|
2017
|
||||||
North American Full-Service
|
$
|
1,148
|
|
|
$
|
1,153
|
|
|
$
|
1,238
|
|
North American Limited-Service
|
852
|
|
|
786
|
|
|
827
|
|
|||
Asia Pacific
|
369
|
|
|
456
|
|
|
361
|
|
|||
Other International
|
435
|
|
|
570
|
|
|
420
|
|
|||
Unallocated corporate
|
(837
|
)
|
|
(302
|
)
|
|
386
|
|
|||
Interest expense, net of interest income
|
(368
|
)
|
|
(318
|
)
|
|
(250
|
)
|
|||
Income taxes
|
(326
|
)
|
|
(438
|
)
|
|
(1,523
|
)
|
|||
Net income
|
$
|
1,273
|
|
|
$
|
1,907
|
|
|
$
|
1,459
|
|
($ in millions)
|
2019
|
|
2018
|
|
2017
|
||||||
North American Full-Service
|
$
|
199
|
|
|
$
|
82
|
|
|
$
|
82
|
|
North American Limited-Service
|
19
|
|
|
15
|
|
|
14
|
|
|||
Asia Pacific
|
25
|
|
|
26
|
|
|
32
|
|
|||
Other International
|
71
|
|
|
70
|
|
|
71
|
|
|||
Unallocated corporate
|
27
|
|
|
33
|
|
|
30
|
|
|||
|
$
|
341
|
|
|
$
|
226
|
|
|
$
|
229
|
|
($ in millions)
|
2019
|
|
2018
|
|
2017
|
||||||
North American Full-Service
|
$
|
270
|
|
|
$
|
290
|
|
|
$
|
21
|
|
North American Limited-Service
|
17
|
|
|
15
|
|
|
10
|
|
|||
Asia Pacific
|
2
|
|
|
6
|
|
|
12
|
|
|||
Other International
|
164
|
|
|
40
|
|
|
42
|
|
|||
Unallocated corporate
|
200
|
|
|
205
|
|
|
155
|
|
|||
|
$
|
653
|
|
|
$
|
556
|
|
|
$
|
240
|
|
($ in millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Base management fees
|
$
|
21
|
|
|
$
|
25
|
|
|
$
|
28
|
|
Incentive management fees
|
8
|
|
|
12
|
|
|
15
|
|
|||
Contract investment amortization
|
(2
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|||
Owned, leased, and other revenue
|
—
|
|
|
—
|
|
|
2
|
|
|||
Cost reimbursement revenue
|
233
|
|
|
332
|
|
|
356
|
|
|||
Depreciation, amortization, and other
|
(2
|
)
|
|
(2
|
)
|
|
(3
|
)
|
|||
General, administrative, and other
|
(2
|
)
|
|
—
|
|
|
(1
|
)
|
|||
Reimbursed expenses
|
(236
|
)
|
|
(337
|
)
|
|
(356
|
)
|
|||
Gains and other income, net
|
2
|
|
|
51
|
|
|
658
|
|
|||
Interest expense
|
3
|
|
|
—
|
|
|
—
|
|
|||
Interest income
|
—
|
|
|
—
|
|
|
4
|
|
|||
Equity in earnings
|
13
|
|
|
103
|
|
|
40
|
|
($ in millions)
|
At Year-End 2019
|
|
At Year-End 2018
|
||||
Current assets
|
|
|
|
||||
Accounts and notes receivable, net
|
$
|
16
|
|
|
$
|
31
|
|
Prepaid expenses and other
|
1
|
|
|
1
|
|
||
Intangible assets
|
|
|
|
||||
Contract acquisition costs and other
|
29
|
|
|
32
|
|
||
Equity method investments
|
577
|
|
|
732
|
|
||
Other noncurrent assets
|
3
|
|
|
10
|
|
||
Current liabilities
|
|
|
|
||||
Accounts payable
|
(1
|
)
|
|
(4
|
)
|
||
Accrued expenses and other
|
(3
|
)
|
|
(16
|
)
|
||
Deferred tax liabilities
|
(37
|
)
|
|
(20
|
)
|
||
Other noncurrent liabilities
|
(3
|
)
|
|
(11
|
)
|
($ in millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Sales
|
$
|
815
|
|
|
$
|
932
|
|
|
$
|
1,176
|
|
Net income
|
80
|
|
|
221
|
|
|
222
|
|
($ in millions)
|
At Year-End 2019
|
|
At Year-End 2018
|
||||
Assets (primarily composed of hotel real estate managed by us)
|
$
|
2,555
|
|
|
$
|
2,724
|
|
Liabilities
|
1,691
|
|
|
1,843
|
|
($ in millions, except per share data)
|
2019
|
||||||||||||||||||
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Fiscal
Year
|
||||||||||
Revenues
|
$
|
5,012
|
|
|
$
|
5,305
|
|
|
$
|
5,284
|
|
|
$
|
5,371
|
|
|
$
|
20,972
|
|
Operating income
|
$
|
510
|
|
|
$
|
409
|
|
|
$
|
607
|
|
|
$
|
274
|
|
|
$
|
1,800
|
|
Net income
|
$
|
375
|
|
|
$
|
232
|
|
|
$
|
387
|
|
|
$
|
279
|
|
|
$
|
1,273
|
|
Basic earnings per share (1)
|
$
|
1.10
|
|
|
$
|
0.70
|
|
|
$
|
1.17
|
|
|
$
|
0.85
|
|
|
$
|
3.83
|
|
Diluted earnings per share (1)
|
$
|
1.09
|
|
|
$
|
0.69
|
|
|
$
|
1.16
|
|
|
$
|
0.85
|
|
|
$
|
3.80
|
|
($ in millions, except per share data)
|
2018
|
||||||||||||||||||
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Fiscal
Year
|
||||||||||
Revenues
|
$
|
5,009
|
|
|
$
|
5,409
|
|
|
$
|
5,051
|
|
|
$
|
5,289
|
|
|
$
|
20,758
|
|
Operating income
|
$
|
530
|
|
|
$
|
818
|
|
|
$
|
596
|
|
|
$
|
422
|
|
|
$
|
2,366
|
|
Net income
|
$
|
420
|
|
|
$
|
667
|
|
|
$
|
503
|
|
|
$
|
317
|
|
|
$
|
1,907
|
|
Basic earnings per share (1)
|
$
|
1.17
|
|
|
$
|
1.89
|
|
|
$
|
1.45
|
|
|
$
|
0.93
|
|
|
$
|
5.45
|
|
Diluted earnings per share (1)
|
$
|
1.16
|
|
|
$
|
1.87
|
|
|
$
|
1.43
|
|
|
$
|
0.92
|
|
|
$
|
5.38
|
|
(1)
|
The sum of the earnings per share for the four quarters may differ from annual earnings per share due to the required method of computing the weighted average shares in interim periods.
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
|
Item 9A.
|
Controls and Procedures.
|
1.
|
There were not sufficient resources with an understanding of both the requirements under generally accepted accounting principles of ASU 2014-09 and Loyalty Program operations involved in the initial implementation and ongoing monitoring of ASU 2014-09 to allow the individuals responsible for the review of the Loyalty Program accounting model to prevent or detect material misstatements on a timely basis in the normal course of their review.
|
2.
|
The combination of the Starwood Preferred Guest and Marriott Rewards programs in August 2018 resulted in delayed, incomplete, and inaccurate reporting of Loyalty Program data such that the financial results of the Loyalty Program could not be properly recorded on a timely basis.
|
Item 9B.
|
Other Information.
|
Item 10. Directors, Executive Officers, and Corporate Governance.
|
We incorporate this information by reference to “Our Board of Directors,” “Audit Committee,” “Transactions with Related Persons,” and “Selection of Director Nominees” sections of our Proxy Statement. We have included information regarding our executive officers and our Code of Ethics below.
|
|
|
Item 11. Executive Compensation.
|
We incorporate this information by reference to the “Executive and Director Compensation” and “Compensation Committee Interlocks and Insider Participation” sections of our Proxy Statement.
|
|
|
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
|
We incorporate this information by reference to the “Securities Authorized for Issuance Under Equity Compensation Plans” and the “Stock Ownership” sections of our Proxy Statement.
|
|
|
Item 13. Certain Relationships and Related Transactions, and Director Independence.
|
We incorporate this information by reference to the “Transactions with Related Persons” and “Director Independence” sections of our Proxy Statement.
|
|
|
Item 14. Principal Accountant Fees and Services.
|
We incorporate this information by reference to the “Independent Registered Public Accounting Firm Fee Disclosure” and the “Pre-Approval of Independent Auditor Fees and Services Policy” sections of our Proxy Statement.
|
Name and Title
|
|
Age
|
|
Business Experience
|
|
J.W. Marriott, Jr.
Executive Chairman and
Chairman of the Board
|
|
87
|
|
|
J.W. Marriott, Jr. was elected Executive Chairman effective March 31, 2012, having relinquished his position as Chief Executive Officer. He served as Chief Executive Officer of the Company and its predecessors since 1972. He joined Marriott in 1956, became President and a Director in 1964, Chief Executive Officer in 1972, and Chairman of the Board in 1985. Mr. Marriott serves on the Board of Trustees of The J. Willard & Alice S. Marriott Foundation and the Executive Committee of the World Travel & Tourism Council. Mr. Marriott has served as a Director of the Company and its predecessors since 1964. He holds a Bachelor of Science degree in Banking and Finance from the University of Utah.
|
|
|
|
|
|
|
Arne M. Sorenson
President and
Chief Executive Officer
|
|
61
|
|
|
Arne M. Sorenson is President and Chief Executive Officer of Marriott. Mr. Sorenson became the third CEO in the Company’s history in 2012. Before that, he served as Marriott’s President and Chief Operating Officer. He has held a number of positions since joining Marriott in 1996, including Executive Vice President, Chief Financial Officer, President of Continental European Lodging, and Senior Vice President of Business Development. He was elected to Marriott’s Board of Directors in 2011. Mr. Sorenson is active on multiple boards. He joined the Microsoft Board of Directors in November 2017. He is also a member of the Business Roundtable, serving on both its Immigration and Infrastructure Committees. He serves on the Board of Trustees for The Brookings Institution, the Board of Directors for the Warrior-Scholar Project, and as a member of the Luther College Board of Regents. Before he joined Marriott, Mr. Sorenson was a Partner with the law firm Latham & Watkins in Washington, D.C. He holds a Bachelor of Arts degree from Luther College in Decorah, Iowa and a J.D. from the University of Minnesota Law School.
|
|
|
|
|
|
|
Bao Giang Val Bauduin
Controller and
Chief Accounting Officer
|
|
43
|
|
|
Val Bauduin became Marriott’s Controller and Chief Accounting Officer in June 2014, with responsibility for the accounting operations of the Company including oversight of Financial Reporting & Analysis, Accounting Policy, Governance, Risk Management (Insurance, Claims, Business Continuity, Fire & Life Safety), Global Finance Shared Services, and the Corporate Finance Business Partners and in January 2020, he also became Chief Financial Officer - Consumer Operations, Technology & Emerging Business. Before joining Marriott, Mr. Bauduin was a Partner and U.S. Hospitality leader of Deloitte & Touche LLP from 2011 to 2014, where he served as a Travel, Hospitality & Leisure industry expert for Deloitte teams globally. He earned a Bachelor of Arts in Economics from the University of Notre Dame and a Master of Business Administration from The Wharton School at the University of Pennsylvania. He is also a Certified Public Accountant.
|
|
|
|
|
|
|
Liam Brown
Group President, Europe, Middle East & Africa
|
|
59
|
|
|
Liam Brown became Group President of Europe, Middle East & Africa, a division that encompasses Continental Europe, the United Kingdom, and Ireland, along with the entire Middle East region and the continent of Africa in January 2020. Mr. Brown joined Marriott in 1989 and served as President for Franchising, Owner Services and Managed by Marriott Select Brands, North America from 2012 to 2018. Most recently, he served as the President and Managing Director of Europe. Other key positions held by Mr. Brown include Chief Operations Officer for the Americas for Select Service & Extended Stay Lodging and Owner & Franchise Services, as well as Senior Vice President and Executive Vice President of Development for Marriott’s Select Service & Extended Stay lodging products. He holds a Hotel Diploma and Business Degree from the Dublin Institute of Technology, Trinity College and earned his Master of Business Administration from the Robert H. Smith School of Management at the University of Maryland.
|
Name and Title
|
|
Age
|
|
Business Experience
|
|
Anthony G. Capuano
Group President - Global Development, Design and Operations Services
|
|
54
|
|
|
Anthony G. Capuano became Group President - Global Development, Design and Operations Services in January 2020. He continues to be responsible for leading the Company’s global development and design efforts. Mr. Capuano began his Marriott career in 1995 as part of the Market Planning and Feasibility team. Between 1997 and 2005, he led Marriott’s full-service development efforts in the Western U.S. and Canada. In early 2008, his responsibilities expanded to include all of North America and the Caribbean and Latin America and he became Executive Vice President and Global Chief Development Officer in 2009. Mr. Capuano began his professional career in Laventhol and Horwath’s Boston-based Leisure Time Advisory Group. He then joined Kenneth Leventhal and Company’s hospitality consulting group in Los Angeles, CA. Mr. Capuano earned his bachelor’s degree in Hotel Administration from Cornell University. He is an active member of the Cornell Hotel Society and a member of The Cornell School of Hotel Administration Dean’s Advisory Board. Mr. Capuano is also a member of the American Hotel and Lodging Association’s Industry Real Estate Financial Advisory Council.
|
|
|
|
|
|
|
David Grissen
Group President |
|
62
|
|
|
David Grissen became Group President effective February 2014, assuming additional responsibility for The Ritz-Carlton and EDITION Brands. He became the Group President for the Americas in 2012, with responsibility for all business activities including Operations, Sales and Marketing, Revenue Management, Human Resources, Engineering, Rooms Operations, Food and Beverage, Retail, Spa, Information Technology and Development. Before this, he served as President, Americas from 2010; Executive Vice President of the Eastern Region from 2005; Senior Vice President of the Mid-Atlantic Region and Senior Vice President of Finance and Business Development from 2000. Mr. Grissen is chair of the Americas’ Hotel Development Committee and a member of the Lodging Strategy Group and Corporate Growth Committee. He is a member of the Board of Directors of Regis Corporation. Mr. Grissen holds a Bachelor of Arts degree from Michigan State University and earned his Master of Business Administration from Loyola University in Chicago.
|
|
|
|
|
|
|
Stephanie Linnartz
Group President - Consumer Operations, Technology & Emerging Businesses
|
|
51
|
|
|
Stephanie Linnartz became Group President - Consumer Operations, Technology & Emerging Businesses in January 2020. She is responsible for the Company’s brand management, sales, marketing, revenue management, distribution, customer experience and innovation, information technology and digital functions, including Marriott Bonvoy. Ms. Linnartz also is responsible for developing, incubating, and running new lines of business that focus on consumer interaction with Marriott Bonvoy. Before assuming her current position, Ms. Linnartz served as Global Chief Commercial Officer from 2013 to 2019; Global Officer, Sales and Revenue Management from 2009 to 2013; Senior Vice President, Global Sales from 2008 to 2009; and, Senior Vice President, Sales and Marketing Planning and Support from 2005 to 2008. She holds a bachelor’s degree in Political Science and Government from the College of the Holy Cross and earned her Master of Business Administration from the College of William and Mary.
|
|
|
|
|
|
Name and Title
|
|
Age
|
|
Business Experience
|
|
Kathleen K. Oberg
Executive Vice President and
Chief Financial Officer
|
|
59
|
|
|
Kathleen (“Leeny”) K. Oberg was appointed as Marriott’s Chief Financial Officer, effective January 1, 2016. Previously, Ms. Oberg was the Chief Financial Officer for The Ritz-Carlton since 2013, where she contributed significantly to the brand’s performance, growth, and organizational effectiveness. Prior to assuming that role, Ms. Oberg served in a range of financial leadership positions with Marriott. From 2008 to 2013, she was the Company’s Senior Vice President, Corporate and Development Finance, where she led a team that valued new hotel development projects and merger and acquisition opportunities, prepared the Company’s long-range plans and annual budgets, and made recommendations for the Company’s financial and capital allocation strategy. From 2006 to 2008, Ms. Oberg served in London as Senior Vice President, International Project Finance and Asset Management for Europe and the Middle East and Africa, and as the region’s senior finance executive. Ms. Oberg first joined Marriott as part of its Investor Relations group in 1999. Before joining Marriott, Ms. Oberg held a variety of financial leadership positions with such organizations as Sodexo (previously Sodexo Marriott Services), Sallie Mae, Goldman Sachs, and Chase Manhattan Bank. She currently serves on the Adobe Board of Directors. She earned her Bachelor of Science in Commerce, with concentrations in Finance and Management Information Systems from the University of Virginia, McIntire School of Commerce and received her Master of Business Administration from Stanford University Graduate School of Business.
|
|
|
|
|
|
|
Rena Hozore Reiss
Executive Vice President and
General Counsel
|
|
60
|
|
|
Rena Hozore Reiss became Executive Vice President and General Counsel in December 2017. Ms. Reiss previously held the position of Executive Vice President, General Counsel and Corporate Secretary at Hyatt Hotels where she led the global legal team and oversaw Hyatt’s risk management team and corporate transactions group. Prior to her position with Hyatt, Ms. Reiss was an attorney in Marriott’s law department from 2000 to 2010 building her career in roles with increasing responsibility, ultimately holding the position of Senior Vice President and Associate General Counsel in which she led Marriott’s managed development efforts in the Americas region. Before joining Marriott, Ms. Reiss was a partner at Counts & Kanne, Chartered, in Washington, D.C. and Associate General Counsel at the Miami Herald Publishing Company. She earned her A.B. from Princeton University and her J.D. from Harvard Law School.
|
|
|
|
|
|
|
David A. Rodriguez
Executive Vice President
and Global Chief Human Resources Officer
|
|
61
|
|
|
David A. Rodriguez was appointed Executive Vice President and Global Chief Human Resources Officer in 2006. Before joining Marriott in 1998, he held senior roles in human resources at Citicorp (now Citigroup) from 1989 through 1998. Dr. Rodriguez holds a Bachelor of Arts degree and a doctorate degree in Industrial and Organizational Psychology from New York University. He is an elected fellow of the National Academy of Human Resources, chairman of the American Health Policy Institute, vice chair of the Human Resources Policy Association, and a governor on the board of the Health Transformation Alliance.
|
|
|
|
|
|
|
Craig S. Smith
Group President & Managing Director
Asia Pacific
|
|
57
|
|
|
Craig S. Smith became Group President and Managing Director of Asia Pacific in October 2019 and previously served as President and Managing Director of Asia Pacific since June 2015, assuming the responsibility for the strategic leadership of all operational and development functions spanning the region. Mr. Smith began his career with Marriott in 1988. Before his current position, Mr. Smith served as President of Marriott’s Caribbean and Latin America region from 2011 to 2015. Before moving to the Caribbean and Latin America region in 2011, he was Executive Vice President and Chief Operations Officer for Asia Pacific. As the son of an American diplomat, Mr. Smith has lived in 13 countries, working in North America, the Caribbean, Latin America, Asia Pacific, and Australia. He is fluent in Spanish and conversant in Portuguese. Mr. Smith earned his Master of Business Administration from the Rotman School of Management at the University of Toronto and a Bachelor of Science from Brigham Young University.
|
Item 15.
|
Exhibits and Financial Statement Schedules.
|
Exhibit No.
|
|
Description
|
|
Incorporation by Reference (where a report is indicated below, that document has been previously filed with the SEC and the applicable exhibit is incorporated by reference thereto)
|
|
|
|
||
2.1
|
|
Agreement and Plan of Merger, dated as of November 15, 2015, by and among the Company, Starwood, and certain of their subsidiaries.
|
|
|
|
|
|
|
|
2.2
|
|
Amendment No. 1 to Agreement and Plan of Merger, dated March 20, 2016, by and among the Company, Starwood, and certain of their subsidiaries.
|
|
|
|
|
|
|
|
3.1
|
|
Restated Certificate of Incorporation.
|
|
|
|
|
|
||
3.2
|
|
Amended and Restated Bylaws.
|
|
|
|
|
|
||
4.1
|
|
Form of Common Stock Certificate.
|
|
|
|
|
|
||
4.2
|
|
Indenture dated as of November 16, 1998, between the Company and The Bank of New York Mellon, as successor to JPMorgan Chase Bank, N.A., formerly known as The Chase Manhattan Bank.
|
|
|
|
|
|
|
|
4.3
|
|
Description of Registrant’s Securities
|
|
|
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
Incorporation by Reference (where a report is indicated below, that document has been previously filed with the SEC and the applicable exhibit is incorporated by reference thereto)
|
10.1
|
|
U.S. $4,500,000 Fifth Amended and Restated Credit Agreement dated as of June 28, 2019 with Bank of America, N.A. as administrative agent and certain banks.
|
|
|
|
|
|
||
10.2.1
|
|
License, Services and Development Agreement entered into on November 17, 2011, among the Company, Marriott Worldwide Corporation, Marriott Vacations Worldwide Corporation, and the other signatories thereto.
|
|
|
|
|
|
|
|
10.2.2
|
|
First Amendment to License, Services, and Development Agreement for Marriott Projects, dated February 26, 2018, among the Company, Marriott Worldwide Corporation, Marriott Vacations Worldwide Corporation, and the other signatories thereto.
|
|
|
|
|
|
|
|
10.2.3
|
|
Letter of Agreement, effective as of September 1, 2018, among Marriott International, Inc., Marriott Worldwide Corporation, Marriott Rewards, LLC, Starwood Hotels & Resorts Worldwide, LLC, Marriott Vacations Worldwide Corporation, Marriott Ownership Resorts, Inc., Vistana Signature Experiences, Inc. and ILG, LLC.
|
|
|
|
|
|
|
|
10.3.1
|
|
License, Services and Development Agreement entered into on November 17, 2011, among The Ritz-Carlton Hotel Company, L.L.C., Marriott Vacations Worldwide Corporation, and the other signatories thereto.
|
|
|
|
|
|
|
|
10.3.2
|
|
First Amendment to License, Services, and Development Agreement for Ritz-Carlton Projects, dated February 26, 2018, among The Ritz-Carlton Hotel Company, L.L.C., Marriott Vacations Worldwide Corporation, and the other signatories thereto.
|
|
|
|
|
|
|
|
10.4.1
|
|
Marriott Rewards Affiliation Agreement entered into on November 17, 2011, among the Company, Marriott Rewards, L.L.C., Marriott Vacations Worldwide Corporation and certain of its subsidiaries, Marriott Ownership Resorts, Inc., and the other signatories thereto.
|
|
|
|
|
|
|
|
10.4.2
|
|
First Amendment to the Marriott Rewards Affiliation Agreement, dated February 26, 2018, among the Company, Marriott Rewards, LLC, Marriott Vacations Worldwide Corporation, and Marriott Ownership Resorts, Inc.
|
|
|
|
|
|
|
|
10.4.3
|
|
Second Amendment to Marriott Rewards Affiliation Agreement, dated November 25, 2019, among the Company, Marriott Rewards, LLC, Marriott Vacations Worldwide Corporation, and Marriott Ownership Resorts, Inc.
|
|
|
|
|
|
|
|
*10.5.1
|
|
Marriott International, Inc. Stock and Cash Incentive Plan, as Amended Through February 13, 2014.
|
|
|
|
|
|
|
|
*10.5.2
|
|
Amendment dated August 7, 2014 to the Marriott International, Inc. Stock and Cash Incentive Plan.
|
|
|
|
|
|
||
*10.5.3
|
|
Amendment dated September 23, 2016 to the Marriott International, Inc. Stock and Cash Incentive Plan.
|
|
|
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
Incorporation by Reference (where a report is indicated below, that document has been previously filed with the SEC and the applicable exhibit is incorporated by reference thereto)
|
*10.5.4
|
|
Amendment dated May 5, 2017 to the Marriott International, Inc. Stock and Cash Incentive Plan.
|
|
|
|
|
|
|
|
*10.5.5
|
|
Amendment dated February 15, 2019 to the Marriott International, Inc. Stock and Cash Incentive Plan.
|
|
|
|
|
|
|
|
*10.5.6
|
|
Amendment dated May 10, 2019 to the Marriott International, Inc. Stock and Cash Incentive Plan.
|
|
|
|
|
|
|
|
*10.6.1
|
|
Marriott International, Inc. Executive Deferred Compensation Plan, Amended and Restated as of January 1, 2009.
|
|
|
|
|
|
||
*10.6.2
|
|
Amendment to the Marriott International, Inc. Executive Deferred Compensation Plan, effective January 1, 2010.
|
|
|
|
|
|
|
|
*10.6.3
|
|
Amendment to the Marriott International, Inc. Executive Deferred Compensation Plan, effective April 1, 2010.
|
|
|
|
|
|
|
|
*10.6.4
|
|
Amendment to the Marriott International, Inc. Executive Deferred Compensation Plan, effective October 25, 2011.
|
|
|
|
|
|
|
|
*10.6.5
|
|
Amendment to the Marriott International, Inc. Executive Deferred Compensation Plan, effective November 19, 2011.
|
|
|
|
|
|
|
|
*10.6.6
|
|
Amendment to the Marriott International, Inc. Executive Deferred Compensation Plan, effective January 1, 2013.
|
|
|
|
|
|
|
|
*10.6.7
|
|
Amendment to the Marriott International, Inc. Executive Deferred Compensation Plan, effective September 23, 2016 (409A).
|
|
|
|
|
|
|
|
*10.6.8
|
|
Amendment to the Marriott International, Inc. Executive Deferred Compensation Plan, effective September 23, 2016 (Starwood deferral elections).
|
|
|
|
|
|
|
|
*10.6.9
|
|
Amendment to the Marriott International, Inc. Executive Deferred Compensation Plan, effective January 1, 2019.
|
|
|
|
|
|
|
|
*10.7.1
|
|
Form of Employee Non-Qualified Stock Option Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan.
|
|
|
|
|
|
||
*10.7.2
|
|
Form of Senior Executive Supplemental Non-Qualified Stock Option Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan.
|
|
|
|
|
|
|
|
*10.8.1
|
|
Form of Executive Restricted Stock Unit/MI Shares Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (pre-February 2018).
|
|
|
|
|
|
|
|
*10.8.2
|
|
Form of Executive Restricted Stock Unit/MI Shares Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (February 2018).
|
|
|
|
|
|
|
|
*10.8.3
|
|
Form of Retention Executive Restricted Stock Unit Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (February 2018).
|
|
|
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
Incorporation by Reference (where a report is indicated below, that document has been previously filed with the SEC and the applicable exhibit is incorporated by reference thereto)
|
*10.8.4
|
|
Form of MI Shares Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (March 2019).
|
|
|
|
|
|
|
|
*10.8.5
|
|
Form of Retention Executive Restricted Stock Unit Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (March 2019).
|
|
|
|
|
|
|
|
*10.9.1
|
|
Form of Stock Appreciation Right Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (pre-February 2018).
|
|
|
|
|
|
|
|
*10.9.2
|
|
Form of Senior Executive Supplemental Stock Appreciation Right Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan.
|
|
|
|
|
|
|
|
*10.9.3
|
|
Form of Stock Appreciation Right Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (For Non-Employee Directors).
|
|
|
|
|
|
|
|
*10.9.4
|
|
Form of Stock Appreciation Right Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (February 2018).
|
|
|
|
|
|
|
|
*10.9.5
|
|
Form of Stock Appreciation Rights Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (March 2019).
|
|
|
|
|
|
|
|
*10.10.1
|
|
Form of Performance Share Unit Award Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (February 2018).
|
|
|
|
|
|
|
|
*10.10.2
|
|
Form of Performance Share Unit Award Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (March 2019).
|
|
|
|
|
|
|
|
*10.11
|
|
Summary of Marriott International, Inc. Director Compensation.
|
|
|
|
|
|
||
*10.12
|
|
Marriott International, Inc. Executive Officer Annual Cash Incentive Program.
|
|
|
|
|
|
|
|
*10.13.1
|
|
Starwood 1999 Long-Term Incentive Compensation Plan.
|
|
|
|
|
|
|
|
*10.13.2
|
|
First Amendment to the Starwood 1999 Long-Term Incentive Compensation Plan, dated as of August 1, 2001.
|
|
|
|
|
|
|
|
*10.13.3
|
|
Second Amendment to the Starwood 1999 Long-Term Incentive Compensation Plan.
|
|
|
|
|
|
|
|
*10.14.1
|
|
Starwood 2002 Long-Term Incentive Compensation Plan.
|
|
|
|
|
|
|
|
*10.14.2
|
|
First Amendment to the Starwood 2002 Long-Term Incentive Compensation Plan.
|
|
|
|
|
|
|
|
*10.15.1
|
|
Starwood 2004 Long-Term Incentive Compensation Plan, amended and restated as of December 31, 2008.
|
|
|
|
|
|
|
|
*10.15.2
|
|
First Amendment to the Starwood 2004 Long-Term Incentive Compensation Plan.
|
|
|
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
Incorporation by Reference (where a report is indicated below, that document has been previously filed with the SEC and the applicable exhibit is incorporated by reference thereto)
|
*10.16.1
|
|
Starwood 2013 Long-Term Incentive Compensation Plan.
|
|
|
|
|
|
|
|
*10.16.2
|
|
Amendment dated May 5, 2017 to the Starwood 2013 Long-Term Incentive Compensation Plan.
|
|
|
|
|
|
|
|
*10.17
|
|
Amendment dated June 29, 2016 to the Starwood 2013 Long-Term Incentive Compensation Plan, the Starwood 2004 Long-Term Incentive Compensation Plan, the Starwood 2002 Long-Term Incentive Compensation Plan, and the Starwood 1999 Long-Term Incentive Compensation Plan.
|
|
|
|
|
|
|
|
*10.18
|
|
Amendment dated September 23, 2016 to the Starwood 2013 Long-Term Incentive Compensation Plan, the Starwood 2004 Long-Term Incentive Compensation Plan, the Starwood 2002 Long-Term Incentive Compensation Plan, and the Starwood 1999 Long-Term Incentive Compensation Plan.
|
|
|
|
|
|
|
|
*10.19
|
|
Amendment dated November 10, 2016 to the Marriott International, Inc. Stock and Cash Incentive Plan, the Starwood 2013 Long-Term Incentive Compensation Plan, the Starwood 2004 Long-Term Incentive Compensation Plan, the Starwood 2002 Long-Term Incentive Compensation Plan, and the Starwood 1999 Long-Term Incentive Compensation Plan.
|
|
|
|
|
|
|
|
†10.20
|
|
Amended and Restated Side Letter Agreement - Program Affiliation, dated February 26, 2018, among the Company, Marriott Vacations Worldwide, and certain of their subsidiaries.
|
|
|
|
|
|
|
|
10.21
|
|
Aircraft Time Sharing Agreement, effective as of September 20, 2018, between Marriott International Administrative Services, Inc. and J. Willard Marriott Jr.
|
|
|
|
|
|
|
|
21
|
|
Subsidiaries of Marriott International, Inc.
|
|
|
|
|
|
||
23
|
|
Consent of Ernst & Young LLP.
|
|
|
|
|
|
||
31.1
|
|
Certification of Chief Executive Officer Pursuant to Rule 13a-14(a).
|
|
|
|
|
|
||
31.2
|
|
Certification of Chief Financial Officer Pursuant to Rule 13a-14(a).
|
|
|
|
|
|
||
32
|
|
Section 1350 Certifications.
|
|
|
|
|
|
||
101
|
|
The following financial statements from Marriott International, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2019, formatted in Inline XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Income for the year ended December 31, 2019, December 31, 2018, and December 31, 2017; (ii) the Consolidated Balance Sheets at December 31, 2019, and December 31, 2018; (iii) the Consolidated Statements of Cash Flows for the year ended December 31, 2019, December 31, 2018, and December 31, 2017; (iv) the Consolidated Statements of Comprehensive Income for the year ended December 31, 2019, December 31, 2018, and December 31, 2017; (v) the Consolidated Statements of Shareholders’ Equity for the year ended December 31, 2019, December 31, 2018, and December 31, 2017; and (vi) Notes to Consolidated Financial Statements.
|
|
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.INS
|
|
XBRL Instance Document.
|
|
Submitted electronically with this report.
|
|
|
|
||
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
|
Submitted electronically with this report.
|
|
|
|
||
101.CAL
|
|
XBRL Taxonomy Calculation Linkbase Document.
|
|
Submitted electronically with this report.
|
|
|
|
||
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase.
|
|
Submitted electronically with this report.
|
|
|
|
||
101.LAB
|
|
XBRL Taxonomy Label Linkbase Document.
|
|
Submitted electronically with this report.
|
|
|
|
||
101.PRE
|
|
XBRL Taxonomy Presentation Linkbase Document.
|
|
Submitted electronically with this report.
|
|
|
|
|
|
104
|
|
The cover page from Marriott International, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2019, formatted in Inline XBRL (included as Exhibit 101).
|
|
Submitted electronically with this report.
|
*
|
Denotes management contract or compensatory plan.
|
†
|
Portions of this exhibit were redacted pursuant to a confidential treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Exchange Act. The redacted portions of this exhibit have been filed with the Securities and Exchange Commission.
|
Item 16.
|
Form 10-K Summary.
|
By:
|
|
/s/Arne M. Sorenson
|
|
|
Arne M. Sorenson
|
|
|
President and Chief Executive Officer
|
PRINCIPAL EXECUTIVE OFFICER:
|
|
|
|
|
|
/s/Arne M. Sorenson
|
|
President, Chief Executive Officer and Director
|
Arne M. Sorenson
|
|
|
|
|
|
PRINCIPAL FINANCIAL OFFICER:
|
|
|
|
|
|
/s/Kathleen K. Oberg
|
|
Executive Vice President and Chief Financial Officer
|
Kathleen K. Oberg
|
|
|
|
|
|
PRINCIPAL ACCOUNTING OFFICER:
|
|
|
|
|
|
/s/Bao Giang Val Bauduin
|
|
Controller and Chief Accounting Officer
|
Bao Giang Val Bauduin
|
|
|
|
|
|
DIRECTORS:
|
|
|
|
|
|
/s/J.W. Marriott, Jr.
|
|
/s/Debra L. Lee
|
J.W. Marriott, Jr., Executive Chairman and Chairman of the Board
|
|
Debra L. Lee, Director
|
|
|
|
/s/Mary K. Bush
|
|
/s/Aylwin B. Lewis
|
Mary K. Bush, Director
|
|
Aylwin B. Lewis, Director
|
|
|
|
/s/Bruce W. Duncan
|
|
/s/Margaret M. McCarthy
|
Bruce W. Duncan, Director
|
|
Margaret M. McCarthy, Director
|
|
|
|
/s/Deborah Marriott Harrison
|
|
/s/George Muñoz
|
Deborah Marriott Harrison, Director
|
|
George Muñoz, Director
|
|
|
|
/s/Frederick A. Henderson
|
|
/s/Steven S Reinemund
|
Frederick A. Henderson, Director
|
|
Steven S Reinemund, Director
|
|
|
|
/s/Eric Hippeau
|
|
/s/Susan C. Schwab
|
Eric Hippeau, Director
|
|
Susan C. Schwab, Director
|
|
|
|
/s/Lawrence W. Kellner
|
|
|
Lawrence W. Kellner, Director
|
|
|
MARRIOTT INTERNATIONAL, INC.
By:
Name:Timothy Grisius
Title:Global Real Estate Officer
MARRIOTT REWARDS, LLC
By:
Name:Timothy Grisius
Title:Authorized Signatory
|
|
MARRIOTT VACATIONS WORLDWIDE CORPORATION
By:
Name:Stephen P. Weisz
Title:President and Chief Executive Officer
|
|
MARRIOTT OWNERSHIP RESORTS, INC.
By:
Name:Stephen P. Weisz
Title:President
|
|
Entity Name
|
Jurisdiction of Incorporation
|
1367357 Alberta ULC
|
Canada
|
14 East Fifty-Fifth Air Parcel, LLC
|
Delaware
|
14 East Fifty-Fifth Street New York LLC
|
Delaware
|
1567 Broadway Condominium
|
New York
|
1640054 Alberta ULC
|
Canada
|
225 Liquor Licensee LLC
|
New Jersey
|
315 East Dean Street Aspen LLC
|
Delaware
|
333 International, Inc.
|
Delaware
|
3387 Lenox Road LLC
|
Delaware
|
520 Canal Street Limited Partnership
|
Louisiana
|
6106 East Camelback LLC
|
Delaware
|
697 Fifth Avenue New York LLC
|
Delaware
|
909 North Michigan Avenue Corporation
|
Delaware
|
9701 Collins Avenue, LLC
|
Delaware
|
Aberdeen Hotel Limited
|
Jersey
|
ACHM Gerenciamento Internacional de Hoteis do Brasil Ltda.
|
Brazil
|
ACHM Global Hospitality Licensing S.à r.l.
|
Luxembourg
|
ACHM International Management Company (French Branch)
|
France
|
ACHM International Management Company S.àr.l.
|
Luxembourg
|
ACHM Spain Management S.L.
|
Spain
|
Adamar International Lodging, Ltd.
|
Bermuda
|
Administracion de Empresas Starwood S de RL de SV
|
Mexico
|
Adquisiciones Cancun-Vallarta S. de R.L. de C.V. - (Joint Venture)
|
Mexico
|
Aeropuerto Shareholder, Inc.
|
Delaware
|
Alitrip Holding Company Limited
|
Cayman Islands
|
Aloft Hotel Management, Inc.
|
Delaware
|
Aloft International Hotel Management, Inc.
|
Delaware
|
Alpha Steam Acquisition, LLC
|
Delaware
|
Alphaventure Music Publishing Corp.
|
New York
|
Alstar Operating LLC
|
New York
|
Alstar Realty LLC
|
New York
|
Amazonas H.O.T. S.A. (Joint Venture)
|
Ecuador
|
AP Arabella (Pty) Ltd
|
South Africa
|
AP Mount Grace (Pty) Limited
|
South Africa
|
Atlanta Acquisition LLC
|
Delaware
|
Bal Harbour Hotel LLC
|
Delaware
|
Baltic Investment Company, L.L.C.
|
New Jersey
|
Baltimore Marriott Inner Harbor, L.L.C.
|
Delaware
|
BCN Hotel Management Company, S.L.
|
Spain
|
Beijing International Club Co. Ltd
|
China
|
Berlin Marriott Hotelmanagement GmbH
|
Germany
|
Betaventure Music Publishing Corp.
|
New York
|
Blue Marble Co., Inc.
|
Delaware
|
Entity Name
|
Jurisdiction of Incorporation
|
Boston Convention Associates, LLC
|
Delaware
|
Branch of the private limited liability company "Luxury Hotels International Management Company" (Moscow Branch)
|
Russian Federation
|
Branch Office of the Private limited liability company "The Ritz-Carlton Hotel Company B.V." (Russian Branch)
|
Russian Federation
|
Bulgari Hotels and Resorts Milano, S.r.l. (Joint Venture)
|
Italy
|
Business Tourism Company LLC - (Joint Venture)
|
Jordan
|
BW SL 1 Limited
|
Saint Lucia
|
Camelback Country Club, Inc. (d/b/a Camelback Golf Club)
|
Arizona
|
Camelback Properties Inn, Inc.
|
Delaware
|
Canal Street Holdings, Inc.
|
Delaware
|
Capitol Employment Services, LLC
|
Delaware
|
Carpstar/Jordan Development LLC
|
Delaware
|
CBM Annex, Inc.
|
Delaware
|
Centerline Georgia Investor LLC
|
Delaware
|
Charleston Marriott, LLC
|
Delaware
|
Cheshunt Hotel Operating Company Limited (Joint Venture)
|
United Kingdom
|
Chicago Hotel Services, LLC
|
Delaware
|
Cia Palmares Hoteis e Turismo
|
Brazil
|
Ciga Gestioni S.r.l
|
Italy
|
CIGA Hotels GmbH
|
Austria
|
CIGA Immobiliare B.V.
|
Netherlands
|
CIGA International Management B.V.
|
Netherlands
|
Cigahotels Espana S.L.U
|
Spain
|
Classic Select Hospitality Service Company
|
Japan
|
Cologne MH Operating Company GmbH
|
Germany
|
Colony Club (Barbados) Limited
|
Barbados
|
Colony SL 1 Limited
|
Saint Lucia
|
Columbia Courtyard, Inc.
|
Maryland
|
Consolidated Hotels Limited
|
Hong Kong
|
Corporacion Habitacional Mexicana S. de R.L. de C.V.
|
Mexico
|
Corporate General, Inc.
|
Delaware
|
Courtyard Management Corporation
|
Delaware
|
Crystal Cove Hotel Limited
|
Barbados
|
Crystal SL 1 Limited
|
Saint Lucia
|
CS&M Associates
|
Louisiana
|
CTYD III Corporation
|
Delaware
|
Culinary Concepts (Abu Dhabi) LLC
|
Delaware
|
Culinary Concepts (Atlanta Buckhead) LLC
|
Delaware
|
Culinary Concepts (Atlanta Midtown) LLC
|
Delaware
|
Culinary Concepts (Bal Harbour) LLC
|
Delaware
|
Culinary Concepts (BB Puerto Rico) LLC
|
Delaware
|
Culinary Concepts (Boston) LLC
|
Delaware
|
Culinary Concepts (Cairo) LLC
|
Delaware
|
Culinary Concepts (Doha) LLC
|
Delaware
|
Culinary Concepts (Dubai) LLC
|
Delaware
|
Entity Name
|
Jurisdiction of Incorporation
|
Culinary Concepts (Mexico City) LLC
|
Delaware
|
Culinary Concepts (Park City) LLC
|
Delaware
|
Culinary Concepts (Phoenician) LLC
|
Delaware
|
Culinary Concepts (Princeville) LLC
|
Delaware
|
Culinary Concepts (Vancouver) LLC
|
Delaware
|
Culinary Concepts (Washington) LLC
|
Delaware
|
Culinary Concepts Hospitality Group, LLC
|
New York
|
Culinary Concepts Torre Libertad, S. de R.L. de C.V.
|
Mexico
|
CWT Savannah Club, LLC
|
Delaware
|
CWT Savannah Holdings, LLC
|
Delaware
|
CWT Savannah Hotel, LLC
|
Delaware
|
CY Paris Gare de Lyon Bercy SAS
|
France
|
Daphne’s Restaurant (St. Lucia) Limited
|
Saint Lucia
|
Daphne’s Restaurant Ltd.
|
Barbados
|
Delta Hotels Services Limited
|
Canada
|
Design Hotels AG
|
Germany
|
Destination Services of Scottsdale LLC
|
Delaware
|
Detroit CY, LLC.
|
Delaware
|
Detroit Hotel Services, LLC
|
Delaware
|
Detroit MHS, LLC
|
Delaware
|
Detroit Starwood, LLC
|
Delaware
|
Dominican Hotels (B.V.I.) Ltd.
|
Virgin Islands, British
|
Edison Hotel Associates Limited Partnership
|
New Jersey
|
EDITION Management LLC
|
Delaware
|
Elan Hotel Beverage Corporation
|
Texas
|
Elcrisa, S.A. de C.V. - (Joint Venture)
|
Mexico
|
Elegant Finance (St. Lucia) Limited
|
Saint Lucia
|
Elegant Hotels (Barbados) Management Limited
|
Barbados
|
Elegant Hotels BGI Limited
|
Barbados
|
Elegant Hotels Group Limited
|
United Kingdom
|
Elegant Services (St. Lucia) Limited
|
Saint Lucia
|
Empresa de Servicios Hoteleros Punta Mita S.A de C.V. (Joint Venture)
|
Mexico
|
Empresa de Servicios Reforma 325, S. de R.L. de C.V.
|
Mexico
|
Emstar Operating LLC
|
New York
|
Emstar Realty LLC
|
New York
|
ENA Hotel Holding Company Pvt Ltd
|
Maldives
|
Essex House Condominium Corporation
|
Delaware
|
F. L. Insurance Corporation
|
Hawaii
|
Fairfield FMC, LLC
|
Delaware
|
Fesdhu Holdings Pvt Ltd
|
Maldives
|
Fifth Avenue Hotel Suites, LLC
|
Delaware
|
Fiji Cayman Holdings
|
Cayman Islands
|
FOH Holdco, LLC
|
Delaware
|
Franchise and License (Canadian) Ops Limited Partnership
|
Canada
|
Franchise System Holdings, Inc.
|
Delaware
|
Entity Name
|
Jurisdiction of Incorporation
|
Frankfurt Airport Marriott Hotel Management GmbH
|
Germany
|
Frankfurt Marriott Hotelmanagement GmbH
|
Germany
|
Furana Holdings Pvt Ltd
|
Maldives
|
Galaxy Hotel Systems LLC
|
Delaware
|
Gambits, A Nonprofit Corporation (Incorporated Club)
|
Utah
|
Gateway Beverages, Inc.
|
Texas
|
Geyex International N.V.
|
Curacao
|
GH Hotel Operating Company Limited
|
United Kingdom
|
Global Connextions LLC
|
Delaware
|
Global Hospitality Licensing S.à r.l.
|
Luxembourg
|
Global Hospitality Licensing S.À R.L. (Macao Tax Registration)
|
Macao
|
Global Hospitality Licensing S.A.R.L. (India Tax Registration)
|
India
|
Global Hospitality Licensing S.A.R.L. (Jordan Tax Registration)
|
Jordan
|
Global Hospitality Licensing S.A.R.L. (Kuwait Tax Registration)
|
Kuwait
|
Global Hospitality Licensing S.A.R.L. (Qatar Tax Registration)
|
Qatar
|
Global Hospitality Licensing S.A.R.L. (Saudi Arabia Tax Registration)
|
Saudi Arabia
|
Granton International, Ltd.
|
Virgin Islands, British
|
Guangzhou Gingerroot Information Technology Co., Ltd.
|
China
|
Guangzhou Starwood Customer Contact Centre Co., Ltd.
|
China
|
Hamburg Marriott Hotelmanagement GmbH
|
Germany
|
Headquarters Hotel Management, L.L.C.
|
New Jersey
|
Heidelberg Marriott Hotelmanagement GmbH
|
Germany
|
Hospitality International, Inc.
|
Texas
|
Host Restaurants, Inc.
|
Delaware
|
HOT Finance Luxembourg SARL
|
Luxembourg
|
HOT Finance Luxembourg, LLC
|
Delaware
|
HOT Global Holding SCS
|
Luxembourg
|
HOT International Finance SARL
|
Luxembourg
|
HOT International Holding S.A.R.L., Luxembourg, Zurich Branch
|
Switzerland
|
HOT International Holding SARL
|
Luxembourg
|
HOT Luxembourg Holding SARL
|
Luxembourg
|
HOT Ventures LLC
|
Delaware
|
Hotel Gym Ventures, LLC
|
Delaware
|
Hotel Investors of Michigan, Inc.
|
Michigan
|
Hotel Investors of Nebraska, Inc.
|
Nebraska
|
Hotel Macenas Sl
|
Spain
|
Hoteles de Chile S.A. (Joint Venture)
|
Chile
|
Hoteles Sheraton del Peru S.A.C
|
Peru
|
Hoteles Sheraton, S. de R.L. de C.V.
|
Mexico
|
Hudson Sheraton Corporation LLC
|
Delaware
|
Hunt Valley Courtyard, Inc.
|
Delaware
|
IDF Enterprises LLC
|
Delaware
|
Inter Heritage (M) Sdn. Bhd.
|
Malaysia
|
International Hotel Licensing Company (India Tax Registration)
|
India
|
International Hotel Licensing Company (Jordan Tax Registration)
|
Jordan
|
Entity Name
|
Jurisdiction of Incorporation
|
International Hotel Licensing Company (Kuwait Tax Registration)
|
Kuwait
|
International Hotel Licensing Company (Qatar Tax Registration)
|
Qatar
|
International Hotel Licensing Company (Saudi Arabia Tax Registration)
|
Saudi Arabia
|
International Hotel Licensing Company S.à r.l, Luxembourg (Zurich Branch)
|
Switzerland
|
International Hotel Licensing Company S.àr.l.
|
Luxembourg
|
International Luxury Hotels (Singapore) Pte. Limited
|
Singapore
|
International Tourism Management Services, LLC
|
Florida
|
Inversiones ECA, S.A. de C.V.
|
Mexico
|
ITT Corporation Split Dollar Life/Death Benefits Trust
|
New York
|
Japan Hospitality Service Company
|
Japan
|
Japan Hotel Management Company
|
Japan
|
JG's Vancouver Market Inc.
|
Canada
|
Kansas Hospitality Services, Inc.
|
Kansas
|
Koorshevel Ltd.
|
Israel
|
KW Beach Suites Limited Partnership
|
Florida
|
LAX Properties, LLC
|
Delaware
|
Le Centre Sheraton Limited Partnership
|
Canada
|
Leipzig Marriott Hotelmanagement GmbH
|
Germany
|
LF, South Beach, LLC
|
Delaware
|
LHI (MYANMAR)CO., LTD
|
Myanmar
|
LHI Rwanda Ltd
|
Rwanda
|
Limited Liability Company "CYBM Voznesenkiy Hotel Leasing"
|
Russian Federation
|
Limited Liability Company "Renaissance Samara Hotel Leasing"
|
Russian Federation
|
Limited Liability Company "Renaissance St. Petersburg Hotel Leasing"
|
Russian Federation
|
Limited Liability Company "St. Petersburg CY Hotel Leasing"
|
Russian Federation
|
Limited Liability Company Marriott Novy Arbat Hotel Leasing
|
Russian Federation
|
LLC MHR Nizhny Novgorod Hotel Management
|
Russian Federation
|
LM IPCO (Italy) LLC
|
Delaware
|
Lottco I, LLC
|
Delaware
|
Lottco II, LLC
|
Delaware
|
Lux Hotels Management Peru S.A.C.
|
Peru
|
Lux International Hotels N.V.
|
Curacao
|
Luxury Canada, ULC
|
Canada
|
Luxury China Hotels Limited
|
Hong Kong
|
Luxury China Hotels Limited (China Registration)
|
China
|
Luxury Finance, LLC
|
Delaware
|
Luxury Holding of Luxembourg S.àr.l.
|
Luxembourg
|
Luxury Hotel Leasing South Africa (Pty) Ltd (f/k/a PH Hunters Rest (Pty) Ltd)
|
South Africa
|
Luxury Hotel Management of Bolivia S.R.L.
|
Bolivia
|
Luxury Hotel Management of Czech Republic s.r.o.
|
Czech Republic
|
Luxury Hotels & Resorts (Thailand) Limited
|
Thailand
|
Luxury Hotels (Barbados) Limited
|
Barbados
|
Luxury Hotels (China) International Management of Hong Kong Limited
|
Hong Kong
|
Luxury Hotels (China) International Management of Hong Kong Limited (China Tax registration)
|
China
|
Luxury Hotels Broad-Based Ownership Trust
|
South Africa
|
Entity Name
|
Jurisdiction of Incorporation
|
Luxury Hotels Cape Town (Pty) Ltd
|
South Africa
|
Luxury Hotels Design & Construction Hong Kong Limited
|
Hong Kong
|
Luxury Hotels International (Gabon) SARL
|
Gabon
|
Luxury Hotels International Company of Jamaica Limited
|
Jamaica
|
Luxury Hotels International Design & Construction Services, Inc.
|
Delaware
|
Luxury Hotels International Lodging Ltd.
|
Bermuda
|
Luxury Hotels International Lodging Ltd. (Cayman Islands Branch)
|
Cayman Islands
|
Luxury Hotels International Lodging Ltd. (Panama Branch)
|
Panama
|
Luxury Hotels International Management (Bonaire) B.V.
|
Bonaire, Sint Eustatius and Saba
|
Luxury Hotels International Management (Oman) LLC
|
Oman
|
Luxury Hotels International Management Austria GmbH
|
Austria
|
Luxury Hotels International Management Belgium SPRL
|
Belgium
|
Luxury Hotels International Management Colombia S.A.S.
|
Colombia
|
Luxury Hotels International Management Company B.V.
|
Netherlands
|
Luxury Hotels International Management Company B.V. (Azerbaijan Branch)
|
Azerbaijan
|
Luxury Hotels International Management Company B.V. (China Tax Registration)
|
China
|
Luxury Hotels International Management Company B.V. (Egypt Branch), formerly known as Marriott Hotels International (Egypt) B.V.
|
Egypt
|
Luxury Hotels International Management Company B.V. (El Salvador Branch)
|
El Salvador
|
Luxury Hotels International Management Company B.V. (Libya Branch)
|
Libya
|
Luxury Hotels International Management Company B.V. (Malaysia Branch)
|
Malaysia
|
Luxury Hotels International Management Company B.V. (Portuguese Branch)
|
Portugal
|
Luxury Hotels International Management Company B.V. (Saudi Arabia Tax Registration)
|
Saudi Arabia
|
Luxury Hotels International Management Company B.V., Taiwan Branch
|
Taiwan
|
Luxury Hotels International Management Italy Srl.
|
Italy
|
Luxury Hotels International Management Mexico, S.A. de C.V.
|
Mexico
|
Luxury Hotels International Management of Aruba N.V.
|
Aruba
|
Luxury Hotels International Management of Guatemala, S.A.
|
Guatemala
|
Luxury Hotels International Management of Saudi Arabia Limited
|
Saudi Arabia
|
Luxury Hotels International Management St. Kitts Limited
|
Saint Kitts and Nevis
|
Luxury Hotels International Management Switzerland GmbH
|
Switzerland
|
Luxury Hotels International MEA-KSA Limited
|
Saudi Arabia
|
Luxury Hotels International MEA-QFC LLC
|
Qatar
|
Luxury Hotels International of Canada, ULC
|
Canada
|
Luxury Hotels International of France SAS
|
France
|
Luxury Hotels International of Hong Kong Limited
|
Hong Kong
|
Luxury Hotels International of Hong Kong Limited (China Registration)
|
China
|
Luxury Hotels International of Hong Kong Limited (Korea Tax Registration)
|
Korea, Republic of
|
Luxury Hotels International of Hong Kong Limited (Macao Branch)
|
Macao
|
Luxury Hotels International of Japan, Inc.
|
Japan
|
Luxury Hotels International of Puerto Rico, Inc.
|
Puerto Rico
|
Luxury Hotels International of Spain S.L.U.
|
Spain
|
Luxury Hotels International of Tunisia SARL
|
Tunisia
|
Luxury Hotels International OR Tambo (Pty) Ltd
|
South Africa
|
Luxury Hotels International Sales of Israel Ltd.
|
Israel
|
Entity Name
|
Jurisdiction of Incorporation
|
Luxury Hotels International Saudi Arabia Limited
|
Saudi Arabia
|
Luxury Hotels International South Africa (Pty) Ltd
|
South Africa
|
Luxury Hotels International Sweden AB
|
Sweden
|
Luxury Hotels Irish Holding Company Limited, formerly known as MVCI Irish Holding Company Limited
|
Ireland
|
Luxury Hotels Management (BVI) Limited
|
Virgin Islands, British
|
Luxury Hotels Management (BVI) Limited (Guyana Branch)
|
Guyana
|
Luxury Hotels Management (BVI) Limited (Haiti Branch)
|
Haiti
|
Luxury Hotels Management (BVI) Limited Ogranak Beograd
|
Serbia
|
Luxury Hotels Management (Ghana) Limited
|
Ghana
|
Luxury Hotels Management Bermuda Ltd.
|
Bermuda
|
Luxury Hotels Management MEA Limited
|
United Arab Emirates
|
Luxury Hotels Management St. Lucia Limited
|
Saint Lucia
|
Luxury Hotels of Costa Rica Management Company, Sociedad de Responsabilidad Limitada
|
Costa Rica
|
Luxury Hotels of Turks & Caicos Ltd
|
Turks and Caicos Islands
|
Luxury Hotels Poland sp. z o.o.
|
Poland
|
Luxury Hotels Uluslararasi Otel Isletmeciligi Limited Sirketi
|
Turkey
|
Luxury International Holdings of Canada, ULC
|
Canada
|
Luxury International Management Nigeria Limited
|
Nigeria
|
Luxury Lodging (CMB) Co., Ltd.
|
Cambodia
|
LUXURY MANAGEMENT COMPANY MACEDONIA DOOEL Skopje
|
North Macedonia, Republic of
|
Luxury Reservations Limited
|
Ireland
|
Luxury Singapore Holding Company Pte. Ltd.
|
Singapore
|
Luxury Swiss Management Company GmbH
|
Switzerland
|
Luxury Swiss Management Company GmbH (Morocco Branch)
|
Morocco
|
Luxury Swiss Management Company GmbH (New Zealand Branch)
|
New Zealand
|
Luxury Swiss Management Company GmbH, Ethiopia International Contracting Office
|
Ethiopia
|
Luxury Switzerland Holding Company GmbH
|
Switzerland
|
LuxuryHotels International of Ecuador Cia. Ltda.
|
Ecuador
|
M.H.S. Realty Sales, LLC
|
Delaware
|
Malta Regional Hospitality Licensing Limited
|
Malta
|
Manhattan Sheraton Corporation
|
New York
|
Mar Hoteis de Sao Paulo Ltda.
|
Brazil
|
Marceau Investissements SA
|
France
|
Marquis Insurance Corporation
|
Hawaii
|
Marriott (Schweiz) GmbH
|
Switzerland
|
Marriott Acquisition 2002 Subsidiary, LLC
|
Delaware
|
Marriott Acquisition 2002, LLC
|
Delaware
|
Marriott Argentina Licensing Company S.A.
|
Argentina
|
MARRIOTT BRASIL LICENCIAMENTO LTDA
|
Brazil
|
MARRIOTT BRASIL SERVICOS LTDA
|
Brazil
|
Marriott Cayman Islands Licensing Company I, Ltd.
|
Cayman Islands
|
Marriott Cayman Islands Licensing Company II, Ltd.
|
Cayman Islands
|
Marriott Cayman Islands Licensing Company III, Ltd.
|
Cayman Islands
|
Marriott Cayman Islands Licensing Company IV, Ltd.
|
Cayman Islands
|
Marriott Cayman Islands Licensing Company VI, Ltd.
|
Cayman Islands
|
Entity Name
|
Jurisdiction of Incorporation
|
Marriott Cayman Islands Licensing Company VIII, Ltd.
|
Cayman Islands
|
Marriott Cayman Islands Licensing Company X, Ltd.
|
Cayman Islands
|
Marriott Chile Licensing Company Limitada
|
Chile
|
Marriott Chile S.A.
|
Chile
|
Marriott Claims Services Corporation
|
Texas
|
Marriott Crystal City Manager, LLC
|
Delaware
|
Marriott Curacao N.V.
|
Curacao
|
Marriott De Honduras, Sociedad de Responsabilidad Limitada
|
Honduras
|
Marriott Ecuador Licensing Company MLC CIA LTDA
|
Ecuador
|
Marriott European Holdings Limited - (Joint Venture)
|
Jersey
|
Marriott European Hotel Operating Company Limited - (Joint Venture)
|
United Kingdom
|
Marriott Fifth Avenue, LLC
|
Delaware
|
Marriott France Group Companies SAS
|
France
|
Marriott Hotel Holding GmbH
|
Germany
|
Marriott Hotel Management Company (Virgin Islands), Inc.
|
Virgin Islands, U.S.
|
Marriott Hotel Services Berlin GmbH
|
Germany
|
Marriott Hotel Services, Inc.
|
Delaware
|
Marriott Hotel-Betriebsgesellschaft, m.b.H
|
Austria
|
Marriott Hotelmanagement Cologne GmbH
|
Germany
|
Marriott Hotelmanagement GmbH
|
Germany
|
Marriott Hotels Denmark A/S
|
Denmark
|
Marriott Hotels Hellas, S.A.
|
Greece
|
Marriott Hotels India Private Limited
|
India
|
Marriott Hotels International B.V.
|
Netherlands
|
Marriott Hotels International B.V. (Armenia Branch)
|
Armenia
|
Marriott Hotels International B.V. (Caracas, Venezuela Branch)
|
Venezuela, Bolivarian Republic of
|
Marriott Hotels International B.V. (China Registration)
|
China
|
Marriott Hotels International B.V. (Dominican Republic Branch)
|
Dominican Republic
|
Marriott Hotels International B.V. (Egypt Branch)
|
Egypt
|
Marriott Hotels International B.V. (Jordan Branch)
|
Jordan
|
Marriott Hotels International B.V. (Kuwait Tax Registration)
|
Kuwait
|
Marriott Hotels International B.V. (Portugal Branch)
|
Portugal
|
Marriott Hotels International B.V. (Saudi Arabia Tax Registration)
|
Saudi Arabia
|
Marriott Hotels International B.V. (Seoul MEA Branch)
|
Korea, Republic of
|
Marriott Hotels International B.V. (Seoul, South Korea Branch)
|
Korea, Republic of
|
Marriott Hotels International Limited
|
United Kingdom
|
Marriott Hotels International Limited (Belgium Branch)
|
Belgium
|
Marriott Hotels International Limited (French Branch - Liasion Office)
|
France
|
Marriott Hotels International Limited (Representative Office)
|
Spain
|
Marriott Hotels Limited
|
United Kingdom
|
Marriott Hotels Maldives Private Limited
|
Maldives
|
Marriott Hotels Management France SAS
|
France
|
Marriott Hotels of Amsterdam, B.V.
|
Netherlands
|
Marriott Hotels, S.A. de C.V.
|
Mexico
|
Marriott Hurghada Management, Inc.
|
Delaware
|
Entity Name
|
Jurisdiction of Incorporation
|
Marriott Hurghada Management, Inc. (Egypt Branch)
|
Egypt
|
Marriott International Administrative Services, Inc.
|
Delaware
|
Marriott International Capital Corporation
|
Delaware
|
Marriott International Construction Services, Inc.
|
Delaware
|
Marriott International Design & Construction Services, Inc.
|
Delaware
|
Marriott International Design & Construction Services, Inc. (India Registration)
|
India
|
Marriott International Design & Construction Services, Inc. (UK Establishment)
|
United Kingdom
|
Marriott International Design and Construction Services, Inc. (Qatar Tax Registration)
|
Qatar
|
Marriott International Design and Construction Services, Inc., Kuwait Tax Registration
|
Kuwait
|
Marriott International Finance Company B.V.
|
Netherlands
|
Marriott International Holding Company B.V., Bertrange, Zurich Branch
|
Switzerland
|
Marriott International Holding Company B.V./S.àr.l.
|
Luxembourg
|
Marriott International Hotels, Inc.
|
Maryland
|
Marriott International Hotels, Inc. (Argentina Branch)
|
Argentina
|
Marriott International Hotels, Inc. (Ecuador Branch)
|
Ecuador
|
Marriott International Hotels, Inc. (India Registration)
|
India
|
Marriott International Hotels, Inc. (Malaysia Branch)
|
Malaysia
|
Marriott International Hotels, Inc. (Philippine Branch)
|
Philippines
|
Marriott International Hotels, Inc. (Saudi Arabia Tax Registration)
|
Saudi Arabia
|
Marriott International Hotels, Inc. Maryland USA Sucursala Bucuresti Romania (Romanian Branch)
|
Romania
|
Marriott International JBS Corporation
|
Delaware
|
Marriott International Licensing Company B.V.
|
Netherlands
|
Marriott International Licensing Company, B.V. (India Tax Registration)
|
India
|
Marriott International Lodging N.V.
|
Curacao
|
Marriott International Management Company B.V.
|
Netherlands
|
Marriott International Management Company B.V. (Australian Branch)
|
Australia
|
Marriott International Management Company B.V. (Dongdaemoon Branch)
|
Korea, Republic of
|
Marriott International Management Company B.V. (Fairfield Busan Branch)
|
Korea, Republic of
|
Marriott International Management Company B.V. (Fairfield Yeongdeungpo Branch)
|
Korea, Republic of
|
Marriott International Management Company B.V. (Magok Branch)
|
Korea, Republic of
|
Marriott International Management Company B.V. (Namdaemun Branch)
|
Korea, Republic of
|
Marriott International Management Company B.V. (Seongnam Branch)
|
Korea, Republic of
|
Marriott International Management Company B.V. (Seoul Branch)
|
Korea, Republic of
|
Marriott International Management Company BV (China Registration)
|
China
|
Marriott International, Inc.
|
Delaware
|
Marriott International, Inc. (India Registration)
|
India
|
Marriott International, Inc. (Saudi Arabia Tax Registration)
|
Saudi Arabia
|
Marriott International, Inc. (Sucursal en Cuba)
|
Cuba
|
Marriott Inversiones y Servicios Limitada
|
Chile
|
Marriott Jamaica Licensing Company Limited
|
Jamaica
|
Marriott Magenta Holding Company, Inc.
|
Delaware
|
Marriott Market Street Hotel, Inc.
|
Delaware
|
Marriott Mirage City Management, Inc.
|
Delaware
|
Marriott Oak Brook Hills Services, LLC
|
Delaware
|
Marriott P.R. Management Corporation
|
Delaware
|
Entity Name
|
Jurisdiction of Incorporation
|
Marriott Payroll Services, LLC
|
Delaware
|
Marriott Peru Licensing Company SRL
|
Peru
|
Marriott Properties (International) Limited
|
Hong Kong
|
Marriott Ranch Properties, Inc.
|
Delaware
|
Marriott Rewards Subsidiary, Inc.
|
Delaware
|
Marriott Rewards, Inc.
|
Delaware
|
Marriott Rewards, LLC
|
Arizona
|
Marriott RHG Acquisition B.V., Bertrange, Zurich Branch
|
Switzerland
|
Marriott RHG Acquisition B.V./S.àr.l.
|
Luxembourg
|
Marriott RHG Acquisition SARL
|
Netherlands
|
Marriott Senior Holding Co.
|
Delaware
|
Marriott Sharm El Sheikh Management (Egypt Branch)
|
Egypt
|
Marriott Sharm El Sheikh Management, Inc.
|
Delaware
|
Marriott Switzerland Licensing Company II S.ar.l
|
Switzerland
|
Marriott Switzerland Licensing Company S.ar.l
|
Switzerland
|
Marriott Switzerland Licensing Company S.ar.l (Nevis branch)
|
Saint Kitts and Nevis
|
Marriott Trinidad & Tobago Limited
|
Trinidad and Tobago
|
Marriott Two Flags Member LLC
|
Delaware
|
Marriott Two Flags, LP
|
Delaware
|
Marriott U.S. Virgin Islands Licensing Company LLC
|
Virgin Islands, U.S.
|
Marriott UK Group Company Limited
|
United Kingdom
|
Marriott UK Management Company Limited
|
United Kingdom
|
Marriott Worldwide Corporation
|
Maryland
|
Marriott Worldwide Corporation (India Registration)
|
India
|
Marriott Worldwide Corporation (Jordan Branch)
|
Jordan
|
Marriott Worldwide Corporation (Pakistan Tax Registration)
|
Pakistan
|
Marriott Worldwide Corporation (Saudi Arabia Tax Registration)
|
Saudi Arabia
|
Marriott Worldwide Payroll, LLC
|
Delaware
|
Marriott Worldwide Reservation Services, LLC
|
Delaware
|
Marriott's Greenbelt Hotel Services, Inc.
|
Delaware
|
Mars Merger Sub, LLC
|
Delaware
|
MC Lodging Investment Opportunities, Inc.
|
Delaware
|
Meridien India I LLC
|
Delaware
|
Meridien India II LLC
|
Delaware
|
Meridien SAS
|
France
|
Meridien SAS, Egypt Branch
|
Egypt
|
Meridien SAS, KSA Tax Registration
|
Saudi Arabia
|
MHS Guam, Inc.
|
Delaware
|
MHSFR II, LLC
|
Delaware
|
MHSFR, LLC
|
Delaware
|
MHSI Conference Centers of Texas, Inc.
|
Texas
|
MHSI Hawaii, LLC
|
Delaware
|
MI CBM Investor LLC
|
Delaware
|
MI Finance Company
|
Delaware
|
MI Fulfillment Services, LLC
|
Maryland
|
Entity Name
|
Jurisdiction of Incorporation
|
MI Georgia Credits, LLC
|
Delaware
|
MI Holding, L. P.
|
Delaware
|
MI Hotels of Las Vegas, Inc.
|
Nevada
|
MI Member, LLC
|
Delaware
|
MI NY Clock Tower, LLC
|
Delaware
|
MI Park 201, LLC
|
Delaware
|
MI Tenant LLC
|
Delaware
|
MI TH4 INVESTOR, LLC
|
Delaware
|
MICC (California), LLC
|
Delaware
|
MICC SPE I Corp.
|
Delaware
|
Midnight Lakeshore LLC
|
Delaware
|
Midnight Mexico, LLC
|
Delaware
|
Midnight Midland LLC
|
Delaware
|
Midnight Oil Company, LLC
|
Delaware
|
Midnight Sky, L.L.C.
|
Delaware
|
Midnight Square, LLC
|
Delaware
|
Midnight Star, L.L.C.
|
Delaware
|
MIF, L.L.C.
|
Delaware
|
MII Conference Center, Inc.
|
Maryland
|
Mission Hills Timeshare, L.L.C.
|
Delaware
|
MRC I Funding, LLC
|
Delaware
|
MTS Holdco, L.P.
|
Delaware
|
Munich CY Schwanthaler Operating Company GmbH
|
Germany
|
Nara Hospitality Service Company
|
Japan
|
North Dallas Holding Co.
|
Delaware
|
North Dallas Hotel Company
|
Delaware
|
North Wharf Restaurant (Pty) Ltd
|
South Africa
|
Operadora Marriott, S.A. de C.V.
|
Mexico
|
Osaka St. Regis Hotel Co., Ltd.
|
Japan
|
Park Ridge Hotel Associates L.P.
|
Delaware
|
Paynes Bay Investments Limited
|
Barbados
|
Permanent Establishment of Luxury Hotels International Management Company B.V.
|
Ukraine
|
PH Edward (Pty) Ltd
|
South Africa
|
PH F and I Cape Town (Pty) Ltd
|
South Africa
|
PH Hazyview (Pty) Ltd, formerly known as PH Richards Bay (Pty) Ltd
|
South Africa
|
PH Marine (Pty) Ltd
|
South Africa
|
PH Roodepoort (Pty) Ltd
|
South Africa
|
PH Victoria Junction (Pty) Ltd
|
South Africa
|
Polserv, S.A. de C.V. - (Joint Venture)
|
Mexico
|
Porto Bello Cove Hotel Corporation (Joint Venture)
|
Philippines
|
Preferred Guest, Inc.
|
Delaware
|
Promotora Hotelera Punta Mita S. de R.L. de C.V. (Joint Venture)
|
Mexico
|
Protea Hotel International Mauritius (50% owned)
|
Mauritius
|
Protea Hotels (International) Limited
|
United Kingdom
|
Protea Hotels and Inns (Pty) Limited
|
South Africa
|
Entity Name
|
Jurisdiction of Incorporation
|
Protea Hotels Empowerment Consortium (Pty) Ltd
|
South Africa
|
Protea Hotels Empowerment Initiative (Pty) Ltd
|
South Africa
|
Protea Hotels Nigeria Limited
|
Nigeria
|
Prudential - HEI Joint Venture
|
Georgia
|
PT Indo Pacific Sheraton
|
Indonesia
|
PT Luxury Hotels International Indonesia
|
Indonesia
|
PT Marriott International Indonesia
|
Indonesia
|
PT Ritz Carlton Indonesia
|
Indonesia
|
Punta Mita Holding Company, S. de R.L. de C.V.
|
Mexico
|
Ramasia International Limited
|
Virgin Islands, British
|
Ramcap SAS
|
France
|
RC Hotel Holding Company Limited
|
Virgin Islands, British
|
RC Hotel Holding Company Limited (Cayman Islands Branch)
|
Cayman Islands
|
RC Marriott II, Inc.
|
Delaware
|
RC Marriott III, Inc.
|
Delaware
|
RC Marriott, Inc.
|
Delaware
|
RC Paradise Valley Development, LLC
|
Delaware
|
RC Rose Holding Company Limited
|
Virgin Islands, British
|
RC Rose Island Hotel Company Limited
|
Bahamas
|
RC-UK, Inc.
|
Delaware
|
REN Boston Hotel Management LLC
|
Delaware
|
REN Boston LP
|
Delaware
|
REN Boston Waterfront Hotel, LLC
|
Delaware
|
Renaissance Cleveland Hotel, LLC
|
Delaware
|
Renaissance Cleveland IOSA, LLC
|
Delaware
|
Renaissance do Brasil Hotelaria Ltda.
|
Brazil
|
Renaissance do Brasil Hotelaria Ltda. (Brazil Branch)
|
Brazil
|
Renaissance do Brasil Hotelaria Ltda. (Porto Maravilha branch)
|
Brazil
|
Renaissance do Brasil Hotelaria Ltda. (Recife Branch)
|
Brazil
|
Renaissance do Brasil Hotelaria Ltda. (Sao Paulo Branch)
|
Brazil
|
Renaissance Dusseldorf Hotelmanagement GmbH
|
Germany
|
Renaissance Hamburg Hotelmanagement GmbH
|
Germany
|
Renaissance Hollywood Payroll Company, LLC
|
Delaware
|
Renaissance Hotel Holdings, Inc.
|
Delaware
|
Renaissance Hotel Management Company, LLC
|
Delaware
|
Renaissance Hotel Operating Company
|
Delaware
|
Renaissance Hotels International B.V.
|
Netherlands
|
Renaissance Hotels International B.V. (Kazakhstan Branch)
|
Kazakhstan
|
Renaissance Hotels International BV (China Registration)
|
China
|
Renaissance Hotels International Corporation Limited
|
Virgin Islands, British
|
Renaissance Hotels International Corporation Limited (Malaysia Branch)
|
Malaysia
|
Renaissance Hotels International Corporation Limited (Philippine Branch)
|
Philippines
|
Renaissance Hotels International Management Belgium SPRL
|
Belgium
|
Renaissance Hotels Marketing Services Limited
|
Virgin Islands, British
|
Renaissance International Lodging Ltd.
|
Bermuda
|
Entity Name
|
Jurisdiction of Incorporation
|
Renaissance International Lodging N.V.
|
Curacao
|
Renaissance International Management Company B.V.
|
Netherlands
|
Renaissance International Management Company BV (China Registration)
|
China
|
Renaissance International, Inc.
|
Delaware
|
Renaissance Le Parc SAS
|
France
|
Renaissance Oakbrook Hotel, LLC
|
Delaware
|
Renaissance P.V. Mexicana S.A. de C.V.
|
Mexico
|
Renaissance Services B.V.
|
Netherlands
|
Renaissance Services B.V. (Bahrain Representative Office)
|
Bahrain
|
Renaissance Services B.V. (Dubai Branch)
|
United Arab Emirates
|
Renaissance Services B.V. (India Tax Registration)
|
India
|
Renaissance Special Purposes B.V.
|
Netherlands
|
Renaissance St. Louis Grand, LLC
|
Delaware
|
Renaissance St. Louis Suites, LLC
|
Delaware
|
Residence Inn by Marriott, LLC
|
Delaware
|
RG Holdings LLC
|
Delaware
|
RHG Holding N.V.
|
Curacao
|
RHG Investments, LLC
|
Delaware
|
RHIL Limited
|
Hong Kong
|
RHOC Consolidation, LLC
|
Delaware
|
RI BWI Airport, L.L.C.
|
Delaware
|
Rio Hotel Brasil Empreendimentos Imobiliários Ltda.
|
Brazil
|
Ritz-Carlton (Virgin Islands), Inc.
|
Delaware
|
Rockville Hotel Associates LLC
|
Delaware
|
Roissy CYBM SAS
|
France
|
Ronevsorg Hotel Operating Company Limited
|
United Kingdom
|
Royal Orchid Hotel (Thailand) Public Company Limited
|
Thailand
|
S Collection, Inc.
|
Delaware
|
Sabrina Operators, Inc.
|
Wisconsin
|
SAMHI JV Business Hotels Private Limited
|
India
|
San Diego Sheraton LLC
|
Delaware
|
San Fernando Sheraton Corporation
|
Delaware
|
SC Orlando, L.L.C.
|
Delaware
|
Schaumberg/Oakbrook Marriott Hotels, LLC
|
Delaware
|
Scoops, Inc.
|
Kansas
|
Seattle Management Corporation
|
Delaware
|
Seattle Union Street Associates LLP
|
Washington
|
Senior Living Limited Partnership
|
Delaware
|
Servicios Culinary Concepts, S. de R.L. de C.V.
|
Mexico
|
Servicios Hoteleros Starwood Limitada
|
Chile
|
Seville Acquisition, LLC
|
Delaware
|
SF Museum Tower LLC
|
Delaware
|
Shanghai Gingerroot Enterprise Management Co., Ltd.
|
China
|
Shanghai Gingerroot Enterprise Management Co., Ltd., Beijing Branch
|
China
|
Shanghai Gingerroot Enterprise Management Co., Ltd., Guangzhou Branch
|
China
|
Entity Name
|
Jurisdiction of Incorporation
|
Shanghai Gingerroot Hotel Management Co., Ltd.
|
China
|
Shanghai Gingerroot Hotel Management Co., Ltd., Beijing Branch
|
China
|
Shanghai Gingerroot Hotel Management Co., Ltd., Guangzhou Branch
|
China
|
Sheraton (Bermuda) Limited
|
Bermuda
|
Sheraton Asia-Pacific Corporation
|
Delaware
|
Sheraton Beijing LLC
|
Delaware
|
Sheraton Centre Toronto Limited Partnership
|
Canada
|
Sheraton Crescent LLC
|
Delaware
|
Sheraton de Venezuela CA
|
Venezuela, Bolivarian Republic of
|
Sheraton Florida LLC
|
Delaware
|
Sheraton Forty-Five Park LLC
|
Delaware
|
Sheraton Franquicias E Servicios Hoteleros Ltd
|
Brazil
|
Sheraton Gaming (Peru) LLC
|
Delaware
|
Sheraton Gaming Corporation
|
Nevada
|
Sheraton Gateway Limited Partnership
|
Canada
|
Sheraton Grand Phoenix LLC
|
Delaware
|
Sheraton Hawaii Hotels Corporation
|
Hawaii
|
Sheraton Hotels (England) Ltd.
|
United Kingdom
|
Sheraton Hotels (U.K.) Limited
|
United Kingdom
|
Sheraton Intercontinental Limited
|
Bahamas
|
Sheraton Intercontinental Ltd. - Israel Branch
|
Israel
|
Sheraton International (Hong Kong) Limited
|
Hong Kong
|
Sheraton International de Mexico LLC
|
Delaware
|
Sheraton International GmbH
|
Austria
|
Sheraton International IP, LLC
|
Delaware
|
Sheraton International, LLC
|
Delaware
|
Sheraton IPCO (Italy) LLC
|
Delaware
|
Sheraton Key West LLC
|
Delaware
|
Sheraton License Company Russia, Inc.
|
Delaware
|
Sheraton License Operating Company, LLC
|
Delaware
|
Sheraton Management Company Limited
|
Bahamas
|
Sheraton Management GmbH
|
Germany
|
Sheraton Management, LLC
|
Delaware
|
Sheraton Miami LLC
|
Delaware
|
Sheraton Middle East Management LLC
|
Delaware
|
Sheraton New Jersey Corporation
|
New Jersey
|
Sheraton New York LLC
|
Delaware
|
Sheraton on the Park Pty Ltd
|
Australia
|
Sheraton Operating Corporation
|
Delaware
|
Sheraton Overseas Company Limited
|
Bahamas
|
Sheraton Overseas Company Limited, Egypt Branch
|
Egypt
|
Sheraton Overseas Management Corporation
|
Delaware
|
Sheraton Overseas Management Corporation - Tunis Branch
|
Tunisia
|
Sheraton Overseas Management Corporation (Argentina Branch)
|
Argentina
|
Sheraton Overseas Management Corporation (Thailand Branch)
|
Thailand
|
Entity Name
|
Jurisdiction of Incorporation
|
Sheraton Overseas Technical Services LLC
|
Delaware
|
Sheraton Peachtree LLC
|
Delaware
|
Sheraton Puerto Rico Management LLC
|
Delaware
|
Sheraton Royal Orchid Co. Ltd
|
Thailand
|
Sheraton San Antonio Holdings LLC
|
Delaware
|
Sheraton SGC Sub Corporation
|
Nevada
|
Sheraton Suites LLC
|
Delaware
|
Sheraton Texas LLC
|
Delaware
|
Sheraton Vermont Corporation
|
Vermont
|
Sheraton West Houston Beverage, LLC
|
Texas
|
SII Real Estate Holdings, Inc.
|
Delaware
|
SJMEC, Inc.
|
California
|
SJMFB, LLC
|
California
|
SLC Acquisition LLC
|
Delaware
|
SLC Atlanta LLC
|
Delaware
|
SLC Indianapolis LLC
|
Delaware
|
SLC Management LLC
|
Delaware
|
SLC Mexico, LLC
|
Delaware
|
SLC Operating Limited Partnership
|
Delaware
|
Socho, S.A.
|
Argentina
|
Sociedad Administradora General SA v CIA En Comandita Acciones (Joint Venture)
|
Chile
|
Societe des Hotels de Noumea
|
New Caledonia
|
Societe des Hotels Meridien
|
France
|
Solar International Holdings Limited
|
Cayman Islands
|
SPG Holding, Inc.
|
Arizona
|
Spice Market Holdings, Inc.
|
Delaware
|
Spice Market NY, LLC
|
New York
|
SPRINGHILL SMC, LLC
|
Delaware
|
Square 369 Hotel Associates, LLC
|
Delaware
|
SRH Chicago LLC
|
Illinois
|
St. Francis Hotel Corporation
|
Delaware
|
St. Regis New York Holdings LLC
|
Delaware
|
St. Regis New York Operating LLC
|
Delaware
|
St. Regis San Francisco Hotel LLC
|
Delaware
|
St. Regis Sheraton LLC
|
Delaware
|
Star Real Estate Licensing LLC
|
Delaware
|
Starwood (M) France Holdings SAS
|
France
|
Starwood (M) Hotels Holding Corporation
|
Delaware
|
Starwood (M) International Inc.
|
Delaware
|
Starwood (M) Middle East I, LLC
|
Delaware
|
Starwood (M) Middle East II, LLC
|
Delaware
|
Starwood (M) Services Company, Inc.
|
Delaware
|
Starwood (Ukraine) Management Company, Inc.
|
Delaware
|
Starwood AFIO & Brussels GSO BVBA
|
Belgium
|
Starwood Alfonso XIII Hotel Company, S.L.U.
|
Spain
|
Entity Name
|
Jurisdiction of Incorporation
|
Starwood Asia Pacific Hotels & Resorts Pte. Ltd.
|
Singapore
|
Starwood Asia Pacific Hotels & Resorts Pte. Ltd. (Maldives Branch)
|
Maldives
|
Starwood Asia Pacific Hotels & Resorts Pte. Ltd. (Samoa Branch)
|
Samoa
|
Starwood Aspen Realty LLC
|
Delaware
|
Starwood Atlanta Colony Square Realty LLC
|
Delaware
|
Starwood Atlantic LLC
|
Delaware
|
Starwood Australia Hotels Pty Ltd
|
Australia
|
Starwood BPP Holdings LLC
|
Delaware
|
Starwood Canada ULC
|
Canada
|
Starwood Cayman Holdings
|
Cayman Islands
|
Starwood Centralised Services Pty Limited
|
Australia
|
Starwood Checkmate Holdings, Inc.
|
Delaware
|
Starwood Chicago City Center Realty LLC
|
Delaware
|
Starwood Chicago Lakeshore Realty LLC
|
Delaware
|
Starwood Chicago Special Manager I, LLC
|
Delaware
|
Starwood Chicago Special Manager II, LLC
|
Delaware
|
Starwood Chile Holdings, S.A.
|
Chile
|
Starwood CMBS I LLC
|
Delaware
|
Starwood CMBS II LLC
|
Delaware
|
Starwood Customer Contact Centre (AP) Pte. Ltd.
|
Singapore
|
Starwood Development Consulting Services (AP) Pte. Ltd.
|
Singapore
|
Starwood EAME License & Services Company BVBA, KSA Tax Registration
|
Saudi Arabia
|
Starwood EAME License and Services Company BVBA
|
Belgium
|
Starwood EAME License and Services Company BVBA, Kuwait Tax Registration
|
Kuwait
|
Starwood EAME Services Company BVBA
|
Belgium
|
Starwood Edison GP Holdings LLC
|
Delaware
|
Starwood Edison LP Holdings LLC
|
Delaware
|
Starwood Egypt Management Company SAE
|
Egypt
|
Starwood ESPP Funding, Inc.
|
Delaware
|
Starwood Fiji LLC
|
Delaware
|
Starwood Finance Luxembourg SARL
|
Luxembourg
|
Starwood Flight Operations, Inc.
|
Pennsylvania
|
Starwood Holdings (HK) Limited
|
Hong Kong
|
Starwood Hong Kong Holdings
|
Cayman Islands
|
Starwood Hotel Management Company Greece S.A.
|
Greece
|
Starwood Hotels & Resorts (SEA) Sdn. Bhd.
|
Malaysia
|
Starwood Hotels & Resorts (Shanghai) Co., Ltd.
|
China
|
Starwood Hotels & Resorts (Shanghai) Co., Ltd., Beijing Branch
|
China
|
Starwood Hotels & Resorts (Shanghai) Co., Ltd., Guangzhou Branch
|
China
|
Starwood Hotels & Resorts India Private Limited
|
India
|
Starwood Hotels & Resorts Management Company, LLC
|
Delaware
|
Starwood Hotels & Resorts Worldwide, LLC
|
Maryland
|
Starwood Hotels (Thailand) Company Limited
|
Thailand
|
Starwood Hotels Japan Company
|
Japan
|
Starwood India Private Limited
|
India
|
Entity Name
|
Jurisdiction of Incorporation
|
Starwood International Finance Ltd
|
Ireland
|
Starwood International Holding SARL
|
Luxembourg
|
Starwood International Licensing Company SARL
|
Luxembourg
|
Starwood Israel Hotel Management - Israel Branch
|
Israel
|
Starwood Israel Hotel Management Inc.
|
Delaware
|
Starwood Italia S.R.L.
|
Italy
|
Starwood Lahaina LLC
|
Delaware
|
Starwood Latin America, Inc.
|
Delaware
|
Starwood Lexington Realty LLC
|
Delaware
|
Starwood Los Angeles Payroll Company, LLC
|
Delaware
|
Starwood Luxembourg Holding SARL
|
Luxembourg
|
Starwood Mexico II, LLC
|
Delaware
|
Starwood Mexico LF, S. de R.L. de C.V.
|
Mexico
|
Starwood Mexico Servicios Compartidos SA de CV
|
Mexico
|
Starwood Mexico, LLC
|
Delaware
|
Starwood Nevada Holdings, LLC
|
Delaware
|
Starwood Newton Realty LLC
|
Delaware
|
Starwood Omaha Realty LLC
|
Delaware
|
Starwood Operator I LLC
|
Delaware
|
Starwood Operator II LLC
|
Delaware
|
Starwood Pacific Hotels Pty Limited
|
Australia
|
Starwood Park Ridge GP Holdings LLC
|
Delaware
|
Starwood Park Ridge LP Holdings LLC
|
Delaware
|
Starwood Philadelphia Airport Realty I LLC
|
Delaware
|
Starwood Philadelphia Airport Realty II LLC
|
Delaware
|
Starwood Rancho Mirage Fee Owner, LLC
|
Delaware
|
Starwood Reservations (Canada) Co.
|
Canada
|
Starwood Reservations LLC
|
Delaware
|
Starwood Reservations LLC (Irish Branch)
|
Ireland
|
Starwood Reservations LLC, Kuwait Tax Registration
|
Kuwait
|
Starwood Resventure LLC
|
Delaware
|
Starwood San Francisco Aloft Realty LLC
|
Delaware
|
Starwood Seattle Sixth Avenue Realty LLC
|
Delaware
|
Starwood Services (UK) Ltd.
|
United Kingdom
|
Starwood Services Poland Sp Z.o.o
|
Poland
|
Starwood Sierra Suites License Company, LLC
|
Delaware
|
Starwood Taiwan Co. Ltd.
|
Taiwan
|
Starwood Wakefield Realty LLC
|
Delaware
|
Starwood Weststate LLC
|
Delaware
|
Starwood-Charlotte Management LLC
|
Delaware
|
Stuttgart Sindelfingen Hotel Management GmbH
|
Germany
|
Suites Management LLC
|
Delaware
|
SW Business Services, LLC
|
Arizona
|
Tamarind Cove Hotel Co. Limited
|
Barbados
|
Tamcove SL 1 Limited
|
Saint Lucia
|
Entity Name
|
Jurisdiction of Incorporation
|
Thai Royal Orchid Real Estate Limited
|
Thailand
|
The Dining Room Corporation
|
Georgia
|
The House SL 1 Limited
|
Saint Lucia
|
The R.C. Management Company of Mexico, S.A. de C.V.
|
Mexico
|
The Ritz-Carlton Hotel Company (Berlin) GmbH
|
Germany
|
The Ritz-Carlton Hotel Company B.V.
|
Netherlands
|
The Ritz-Carlton Hotel Company N.V.
|
Curacao
|
The Ritz-Carlton Hotel Company of Canada Limited
|
Canada
|
The Ritz-Carlton Hotel Company of Chile S.A.
|
Chile
|
The Ritz-Carlton Hotel Company of Egypt S.A.E.
|
Egypt
|
The Ritz-Carlton Hotel Company of Mexico, S.A. de C.V.
|
Mexico
|
The Ritz-Carlton Hotel Company of Puerto Rico, Inc.
|
Delaware
|
The Ritz-Carlton Hotel Company of Singapore Pte Ltd
|
Singapore
|
The Ritz-Carlton Hotel Company of the Cayman Islands, Ltd.
|
Cayman Islands
|
The Ritz-Carlton Hotel Company, L.L.C.
|
Delaware
|
The Ritz-Carlton Hotel Company, L.L.C. (Malaysian Branch)
|
Malaysia
|
The Ritz-Carlton Hotel Company, Ltd.
|
Bermuda
|
The Ritz-Carlton Hotel Company, Ltd. (Bahamas Branch)
|
Bahamas
|
The Ritz-Carlton Hotel Management GmbH
|
Germany
|
The Ritz-Carlton International Construction Services, Inc.
|
Delaware
|
The Ritz-Carlton International Licensing Company B.V.
|
Netherlands
|
The Ritz-Carlton International Licensing Company, LLC
|
Delaware
|
The Ritz-Carlton International Management Company B.V.
|
Netherlands
|
The Ritz-Carlton International Management Company B.V. (China Registration)
|
China
|
The Ritz-Carlton Limited
|
Hong Kong
|
The Ritz-Carlton Property Management Company (Kyoto) Ltd.
|
Japan
|
The Ritz-Carlton Property Management Company (Tokyo), Ltd.
|
Japan
|
The Ritz-Carlton Residences Management Company LLC
|
Delaware
|
The Ritz-Carlton Residential Management Company of Singapore Pte. Ltd.
|
Singapore
|
The Sheraton LLC
|
Delaware
|
The Westin Building Company
|
Washington
|
Tokyo Hospitality Service Company
|
Japan
|
Torriam Hotel Operating Company Limited
|
Ireland
|
Torriam International Lodging N.V.
|
Curacao
|
Toulouse Operating Company SAS
|
France
|
TownePlace Management, LLC
|
Delaware
|
Townhouse Management Realty LLC
|
Delaware
|
Transamerican Hoteles, S.A.S
|
Dominican Republic
|
Travel Ease International
|
Cayman Islands
|
Travel Ease International (Hong Kong) Limited
|
Hong Kong
|
Treasure SL 1 Limited
|
Saint Lucia
|
Tribute Portfolio IP, LLC
|
Delaware
|
Turtle Beach Resort Limited
|
Barbados
|
Turtle SL 1 Limited
|
Saint Lucia
|
Victory Beverages, Inc
|
Texas
|
Entity Name
|
Jurisdiction of Incorporation
|
W Atlanta Buckhead Beverage LLC
|
Delaware
|
W Atlanta Midtown Beverage, LLC
|
Delaware
|
W Hotel Limited Partnership
|
Canada
|
W Hotel Management, Inc.
|
Delaware
|
W Hotels Management, LLC
|
Delaware
|
W Hotels Music LLC
|
Delaware
|
W Hotels Real Estate, LLC
|
Delaware
|
W Hotels TCI GP Ltd.
|
Turks and Caicos Islands
|
W Hotels Turks & Caicos LP
|
Turks and Caicos Islands
|
W International Hotel Management, Inc.
|
Delaware
|
W International Inc.
|
Delaware
|
W IPCO (Italy) LLC
|
Delaware
|
W Leicester Square Ltd.
|
United Kingdom
|
W Miami Beach Holdings LLC
|
Delaware
|
W Montreal Opco Inc.
|
Canada
|
W Operating Company LLC
|
Delaware
|
W PR Management LLC
|
Delaware
|
W San Diego Hotel, LLC
|
Delaware
|
W Scottsdale Beverage LLC
|
Delaware
|
W Turks & Caicos GP, LLC
|
Delaware
|
Washington Sheraton LLC
|
Delaware
|
Water Acquisition, LLC
|
Delaware
|
Waves Hotel Limited
|
Barbados
|
Waves SL 1 Limited
|
Saint Lucia
|
WEC 99C-1 LLC
|
Delaware
|
WEC 99C-10 LLC
|
Delaware
|
WEC 99C-11 LLC
|
Delaware
|
WEC 99C-12 LLC
|
Delaware
|
WEC 99C-13 LLC
|
Delaware
|
WEC 99C-14 LLC
|
Delaware
|
WEC 99C-2 LLC
|
Delaware
|
WEC 99C-3 LLC
|
Delaware
|
WEC 99C-4 LLC
|
Delaware
|
WEC 99C-5 LLC
|
Delaware
|
WEC 99C-6 LLC
|
Delaware
|
WEC 99C-7 LLC
|
Delaware
|
WEC 99C-8 LLC
|
Delaware
|
WEC 99C-9 LLC
|
Delaware
|
West Virginia Marriott Hotels, Inc.
|
West Virginia
|
Western Host, Inc.
|
California
|
Westin 200, Inc.
|
Delaware
|
Westin Arizona LLC
|
Delaware
|
Westin Aruba Hotel Advisors, LLC
|
Delaware
|
Westin Aruba Hotel Management LLC
|
Delaware
|
Westin Asia Management Co., LLC
|
Delaware
|
Entity Name
|
Jurisdiction of Incorporation
|
Westin Asset Management Co.
|
Delaware
|
Westin Beverage Services LLC
|
Texas
|
Westin Birmingham Operator, LLC
|
Delaware
|
Westin Chicago at North River Payroll Company
|
Delaware
|
Westin CP Beverage Company, Inc.
|
Delaware
|
Westin Crown Plaza Hotel Company
|
Delaware
|
Westin DIA Operator, LLC
|
Delaware
|
Westin Hotel Management, L.P.
|
Delaware
|
Westin Hotel Management, L.P. (Dominican Republic Branch)
|
Dominican Republic
|
Westin Hotels Management, LLC
|
Delaware
|
Westin Hotels PRC, LLC
|
Delaware
|
Westin International (Malta) Ltd
|
Malta
|
Westin International Europe B.V.
|
Netherlands
|
Westin IPCO (Italy) LLC
|
Delaware
|
Westin Kierland, LLC
|
Delaware
|
Westin License Holding, LLC
|
Delaware
|
Westin Montreal Airport Hotel Company
|
Delaware
|
Westin O'Hare Hotel Company
|
Delaware
|
Westin Ontario (London) Hotel Company
|
Delaware
|
Westin Operator, LLC
|
Delaware
|
Westin Ottawa Management Co., LLC
|
Delaware
|
Westin Portland L.L.C.
|
Delaware
|
Westin Realty Corp.
|
Delaware
|
Westin River North, Chicago Beverage Company
|
Delaware
|
Westin San Antonio Resort Company
|
Delaware
|
Westin Savannah Holdings, LLC
|
Delaware
|
Westin St. Lucia Management LLC
|
Delaware
|
Westin Two Hundred L.L.C.
|
Delaware
|
Westin Washington Operator L.L.C.
|
Delaware
|
Wetbar New York, LLC
|
Delaware
|
WHC Payroll Company
|
Nevada
|
Whiskey Blue Boston, LLC
|
Delaware
|
Whiskey Blue New Orleans, LLC
|
Delaware
|
WHLP Acquisition, LLC
|
Delaware
|
WHR Colorado Beverage Company
|
Delaware
|
Windward Investments Limited
|
Barbados
|
Witty Restaurant Group, Inc.
|
Delaware
|
Worldwide Franchise Systems, Inc.
|
Delaware
|
(1)
|
Registration Statement (Form S-8 No. 333-223052), as amended, pertaining to the Marriott Retirement Savings Plan;
|
(2)
|
Registration Statement (Form S-8 No. 333-208684), as amended, pertaining to the 2013 Long-Term Incentive Compensation Plan, 2004 Long-Term Incentive Compensation Plan, 2002 Long-Term Incentive Compensation Plan, 1999 Long-Term Incentive Compensation Plan, 1995 Long-Term Incentive Plan, and Marriott Retirement Savings Plan;
|
(3)
|
Registration Statement (Form S-8 No. 333-230005) pertaining to the Marriott International, Inc. Executive Deferred Compensation Plan;
|
(4)
|
Registration Statement (Form S-8 No. 333-58747) pertaining to the Marriott International, Inc. Employee Stock Purchase Plan;
|
(5)
|
Registration Statement (Form S-8 No. 333-161194) pertaining to the Marriott International, Inc. Stock and Cash Incentive Plan, as amended, and Marriott International, Inc. Executive Deferred Compensation Plan, as amended;
|
(6)
|
Registration Statement (Form S-8 No. 333-230006) pertaining to the Marriott Retirement Savings Plan; and
|
(7)
|
Registration Statement (Form S-3 ASR No. 333-223058) of Marriott International, Inc.
|
|
/s/ Ernst & Young LLP
|
1.
|
I have reviewed this annual report on Form 10-K of Marriott International, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
February 27, 2020
|
/s/ Arne M. Sorenson
|
|
Arne M. Sorenson
President and
Chief Executive Officer
(Principal Executive Officer)
|
1.
|
I have reviewed this annual report on Form 10-K of Marriott International, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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(b)
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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.
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February 27, 2020
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/s/ Kathleen K. Oberg
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Kathleen K. Oberg
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
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(1)
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the annual report on Form 10-K of the Company for the period ended December 31, 2019, (the “Annual Report”) fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
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(2)
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the information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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February 27, 2020
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/s/ Arne M. Sorenson
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Arne M. Sorenson
President and
Chief Executive Officer
(Principal Executive Officer)
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(1)
|
the annual report on Form 10-K of the Company for the period ended December 31, 2019, (the “Annual Report”) fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
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(2)
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the information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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February 27, 2020
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/s/ Kathleen K. Oberg
|
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Kathleen K. Oberg
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
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