Form 10-Q/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q/A

(Amendment No. 1)

 

 

 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 26, 2010

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission File No. 1-13881

 

 

MARRIOTT INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   52-2055918

(State or other jurisdiction of

incorporation or organization)

 

(IRS Employer

Identification No.)

10400 Fernwood Road, Bethesda, Maryland   20817
(Address of principal executive offices)   (Zip Code)

(301) 380-3000

(Registrant’s telephone number, including area code)

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer    x   Accelerated filer    ¨   Non-accelerated filer    ¨   Smaller Reporting Company    ¨
    (Do not check if a smaller reporting company)  

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 361,332,043 shares of Class A Common Stock, par value $0.01 per share, outstanding at April 9, 2010.

 

 

 


Explanatory Note

Marriott International, Inc. is filing this Amendment No. 1 (the “Form 10-Q/A”) to our Quarterly Report on Form 10-Q for the quarter ended March 26, 2010 (the “Form 10-Q”), filed with the Securities and Exchange Commission (“SEC”) on April 23, 2010, for the sole purpose of correcting the Interactive Data File furnished as Exhibit 101. The previously furnished Interactive Data File showed that in our Document and Entity Information, the share count as of April 9, 2010 was 361,332,043 shares of Class A Common Stock and that this share data was “in millions.” However, this data was in actual shares and we have deleted the “in millions” from our Document and Entity Information in our Exhibit 101 to this Form 10-Q/A.

No other changes have been made to the Form 10-Q. This Form 10-Q/A continues to speak as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update any related disclosures made in the Form 10-Q.

 

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Item 6.    Exhibits

 

Exhibit
No.

  

Description

    
3.1    Restated Certificate of Incorporation of the Company. (1)   
3.2    Amended and Restated Bylaws. (1)   
12    Statement of Computation of Ratio of Earnings to Fixed Charges. (1)   
31.1   

Certification of Chief Executive Officer Pursuant to Rule

13a-14(a). (1)

  
31.2   

Certification of Chief Financial Officer Pursuant to Rule

13a-14(a). (1)

  
32    Section 1350 Certifications. (1)   
101.INS    XBRL Instance Document.    Furnished with this report.
101.SCH    XBRL Taxonomy Extension Schema Document.    Submitted electronically with this report.
101.CAL    XBRL Taxonomy Calculation Linkbase Document.    Submitted electronically with this report.
101.DEF    XBRL Taxonomy Extension Definition Linkbase Document.    Submitted electronically with this report.
101.LAB    XBRL Taxonomy Label Linkbase Document.    Submitted electronically with this report.
101.PRE    XBRL Taxonomy Presentation Linkbase Document.    Submitted electronically with this report.

 

(1)

Filed with, or incorporated by reference in, our Form 10-Q filed April 23, 2010 (File No. 001-13881).

Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) the Condensed Consolidated Statements of Income for the twelve weeks ended March 26, 2010, and March 27, 2009, respectively; (ii) the Condensed Consolidated Balance Sheets at March 26, 2010, and January 1, 2010; and (iii) the Condensed Consolidated Statements of Cash Flows for the twelve weeks ended March 26, 2010, and March 27, 2009, respectively. Users of this data are advised pursuant to Rule 406T of Regulation S-T that this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

MARRIOTT INTERNATIONAL, INC.
28th day of April, 2010
/s/ William J. Shaw

William J. Shaw

Director and Vice Chairman

 

/s/ Carl T. Berquist

Carl T. Berquist

Executive Vice President and

Chief Financial Officer

 

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