MAR-Q1.2014-10Q
Table of Contents


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________ 
FORM 10-Q
_______________________________________ 
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2014
OR
o
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
(Address of principal executive offices)
 
20817
(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  ý    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  ý    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
 
ý
  
Accelerated filer
 
¨
 
 
 
 
Non-accelerated filer
 
¨ (Do not check if a smaller reporting company)
  
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  ý
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 292,765,045 shares of Class A Common Stock, par value $0.01 per share, outstanding at April 18, 2014.





Table of Contents



MARRIOTT INTERNATIONAL, INC.
FORM 10-Q TABLE OF CONTENTS
 
 
 
Page No.
 
 
 
Part I.
 
 
 
 
Item 1.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Condensed Consolidated Statements of Cash Flows - Three Months Ended March 31, 2014 and March 31, 2013
 
 
 
 
 
 
 
Item 2.
 
 
 
 
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
Part II.
 
 
 
 
Item 1.
 
 
 
Item 1A.
 
 
 
Item 2.
 
 
 
Item 6.
 
 
 
 



Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

MARRIOTT INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
($ in millions, except per share amounts)
(Unaudited)
 
 
Three Months Ended
 
March 31, 2014

March 31, 2013
REVENUES
 
 
 
Base management fees
$
155

 
$
153

Franchise fees
163

 
151

Incentive management fees
71

 
66

Owned, leased, and other revenue
234

 
224

Cost reimbursements
2,670

 
2,548

 
3,293

 
3,142

OPERATING COSTS AND EXPENSES
 
 
 
Owned, leased, and other-direct
185

 
179

Reimbursed costs
2,670

 
2,548

Depreciation and amortization
36

 
25

General, administrative, and other
148

 
164

 
3,039

 
2,916

OPERATING INCOME
254

 
226

Gains and other income
—

 
3

Interest expense
(30
)
 
(31
)
Interest income
5

 
3

Equity in earnings
2

 
—

INCOME BEFORE INCOME TAXES
231

 
201

Provision for income taxes
(59
)
 
(65
)
NET INCOME
$
172

 
$
136

EARNINGS PER SHARE-Basic
 
 
 
Earnings per share
$
0.58

 
$
0.44

EARNINGS PER SHARE-Diluted
 
 
 
Earnings per share
$
0.57

 
$
0.43

CASH DIVIDENDS DECLARED PER SHARE
$
0.1700

 
$
0.1300

See Notes to Condensed Consolidated Financial Statements

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MARRIOTT INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
($ in millions)
(Unaudited)

 
Three Months Ended
 
March 31, 2014
 
March 31, 2013
Net income
$
172

 
$
136

Other comprehensive income (loss):
 
 
 
Foreign currency translation adjustments
—

 
(13
)
Other derivative instrument adjustments, net of tax
1

 
7

Unrealized gain on available-for-sale securities, net of tax
1

 
4

Reclassification of losses, net of tax
1

 
—

Total other comprehensive income (loss), net of tax
3

 
(2
)
Comprehensive income
$
175

 
$
134


See Notes to Condensed Consolidated Financial Statements


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MARRIOTT INTERNATIONAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
($ in millions)
 
 
(Unaudited)
 
 
 
March 31,
2014
 
December 31,
2013
ASSETS
 
 
 
Current assets
 
 
 
Cash and equivalents
$
184

 
$
126

Accounts and notes receivable, net
1,035

 
1,081

Current deferred taxes, net
235

 
252

Prepaid expenses
59

 
67

Other
52

 
27

Assets held for sale
—

 
350

 
1,565

 
1,903

Property and equipment
1,569

 
1,543

Intangible assets
 
 
 
Goodwill
874

 
874

Contract acquisition costs and other
1,126

 
1,131

 
2,000

 
2,005

Equity and cost method investments
222

 
222

Notes receivable, net
141

 
142

Deferred taxes, net
627

 
647

Other
541

 
332

 
$
6,665

 
$
6,794

LIABILITIES AND SHAREHOLDERS’ DEFICIT
 
 
 
Current liabilities
 
 
 
Current portion of long-term debt
$
7

 
$
6

Accounts payable
616

 
557

Accrued payroll and benefits
732

 
817

Liability for guest loyalty programs
661

 
666

Other
580

 
629

 
2,596

 
2,675

Long-term debt
3,295

 
3,147

Liability for guest loyalty programs
1,512

 
1,475

Other long-term liabilities
887

 
912

Shareholders’ deficit
 
 
 
Class A Common Stock
5

 
5

Additional paid-in-capital
2,664

 
2,716

Retained earnings
3,917

 
3,837

Treasury stock, at cost
(8,170
)
 
(7,929
)
Accumulated other comprehensive loss
(41
)
 
(44
)
 
(1,625
)
 
(1,415
)
 
$
6,665

 
$
6,794


See Notes to Condensed Consolidated Financial Statements

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MARRIOTT INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
($ in millions)
(Unaudited)
 
 
Three Months Ended
 
March 31, 2014
 
March 31, 2013
OPERATING ACTIVITIES
 
 
 
Net income
$
172

 
$
136

Adjustments to reconcile to cash provided by operating activities:
 
 
 
Depreciation and amortization
36

 
25

Share-based compensation
25

 
30

Income taxes
16

 
33

Liability for guest loyalty programs
30

 
8

Working capital changes
(121
)
 
(154
)
Other
24

 
40

Net cash provided by operating activities
182

 
118

INVESTING ACTIVITIES
 
 
 
Capital expenditures
(61
)
 
(70
)
Dispositions
292

 
—

Loan advances
(3
)
 
(3
)
Loan collections
9

 
20

Equity and cost method investments
(1
)
 
(14
)
Contract acquisition costs
(6
)
 
(14
)
Protea escrow deposit
(192
)
 
—

Other
4

 
(7
)
Net cash provided by (used in) investing activities
42

 
(88
)
FINANCING ACTIVITIES
 
 
 
Commercial paper/Credit Facility, net
149

 
722

Repayment of long-term debt
(2
)
 
(402
)
Issuance of Class A Common Stock
57

 
41

Dividends paid
(50
)
 
(41
)
Purchase of treasury stock
(320
)
 
(217
)
Net cash (used in) provided by financing activities
(166
)
 
103

INCREASE IN CASH AND EQUIVALENTS
58

 
133

CASH AND EQUIVALENTS, beginning of period
126

 
88

CASH AND EQUIVALENTS, end of period
$
184

 
$
221

See Notes to Condensed Consolidated Financial Statements


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MARRIOTT INTERNATIONAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 
1.
BASIS OF PRESENTATION
The condensed consolidated financial statements present the results of operations, financial position, and cash flows of Marriott International, Inc. (“Marriott,” and together with its subsidiaries “we,” “us,” or the “Company”). In order to make this report easier to read, we refer throughout to (i) our Condensed Consolidated Financial Statements as our “Financial Statements,” (ii) our Condensed Consolidated Statements of Income as our “Income Statements,” (iii) our Condensed Consolidated Balance Sheets as our “Balance Sheets,” (iv) our properties, brands, or markets in the United States and Canada as “North America” or “North American,” and (v) our properties, brands, or markets outside of the United States and Canada as “International.” In addition, references throughout to numbered "Footnotes" refer to the numbered Notes in these Notes to Condensed Consolidated Financial Statements, unless otherwise noted.
During the 2014 first quarter, we modified the information that our President and Chief Executive Officer, who is our "chief operating decision maker" ("CODM"), reviews to be consistent with our continent structure. This structure aligns our business around geographic regions and is designed to enable us to operate more efficiently and to accelerate worldwide growth. We changed our operating segments to reflect this continent structure and have revised our prior period business segment information accordingly. See Footnote No. 11, "Business Segments."
Beginning with the 2014 first quarter, we reclassified amounts attributable to depreciation and amortization that we previously reported under the "General, administrative, and other" and "Owned, leased, and other-direct" captions of our Consolidated Statements of Income and presented these amounts in a separate "Depreciation and amortization" caption. We continue to report depreciation amounts that third party owners reimburse to us under "Reimbursed costs" in our Consolidated Statements of Income. In addition, in our Consolidated Statements of Cash Flows, we reclassified depreciation that third party owners reimburse to us from the "Depreciation and amortization" caption to the "Other" caption. We have reclassified the prior period amounts presented to conform to our 2014 first quarter presentation of these items.
These condensed consolidated Financial Statements have not been audited. We have condensed or omitted certain information and footnote disclosures normally included in financial statements presented in accordance with U.S. generally accepted accounting principles (“GAAP”). The financial statements in this report should be read in conjunction with the consolidated financial statements and notes thereto in our Annual Report on Form 10-K for the fiscal year ended December 31, 2013 (“2013 Form 10-K”). Certain terms not otherwise defined in this Form 10-Q have the meanings specified in our 2013 Form 10-K.
Preparation of financial statements that conform with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements, the reported amounts of revenues and expenses during the reporting periods, and the disclosures of contingent liabilities. Accordingly, ultimate results could differ from those estimates.
In 2013, we changed our financial reporting cycle to a calendar year-end reporting cycle and an end-of-month quarterly reporting cycle. Accordingly, our 2013 fiscal year began on December 29, 2012 (the day after the end of the 2012 fiscal year) and ended on December 31, 2013, and our 2013 quarters include the three month periods ended March 31, June 30, September 30, and December 31, except that the period ended March 31, 2013 also included December 29, 2012 through December 31, 2012.
The table below shows the reporting periods as we refer to them in this report, their date ranges, and the number of days in each. As shown below, our 2014 first quarter had three fewer days of activity than our 2013 first quarter. Our 2014 calendar year will also have three fewer days of activity than our 2013 fiscal year.

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Reporting Period
Date Range
Number of Days
2014 first quarter
January 1, 2014 - March 31, 2014
90
2013 first quarter
December 29, 2012 - March 31, 2013
93
2014
January 1, 2014 - December 31, 2014
365
2013
December 29, 2012 - December 31, 2013
368
Our Financial Statements reflect all normal and recurring adjustments necessary to present fairly our financial position as of March 31, 2014, and December 31, 2013, the results of our operations for the three months ended March 31, 2014, and March 31, 2013, and cash flows for the three months ended March 31, 2014, and March 31, 2013. Interim results may not be indicative of fiscal year performance because of seasonal and short-term variations. We have eliminated all material intercompany transactions and balances between entities consolidated in these Financial Statements.
New Accounting Standards
We do not expect that accounting standard updates issued to date and that are effective after March 31, 2014 will have a material effect on our Financial Statements.

2.
INCOME TAXES
Our effective tax rate decreased from 32.3% to 25.5% for the three months ended March 31, 2014 and included a $21 million favorable resolution of an issue with U.S. federal taxing authorities related to guest marketing. This benefit was partially offset by a $3 million benefit we recognized in the 2013 first quarter, which will not recur in 2014, due to retroactive provisions of the American Taxpayer Relief Act of 2012 and higher income before income taxes in the United States which were taxed at a higher rate.
For the 2014 first quarter, our unrecognized tax benefits balance was $14 million, decreasing $20 million from year-end 2013. The unrecognized tax benefits balance included $12 million of tax positions that, if recognized, would impact our effective tax rate.
We file income tax returns, including returns for our subsidiaries, in various jurisdictions around the world. The Internal Revenue Service ("IRS") has examined our federal income tax returns, and we have settled all issues for tax years through 2009. We participate in the IRS Compliance Assurance Program, which accelerates IRS examination of key transactions with the goal of resolving any issues before the taxpayer files its return. As a result, the audits of our open tax years 2010 through 2012 are complete, including all matters that could affect the Company's cash tax benefits related to our spin-off in 2011 of our timeshare operations and timeshare development business, while the 2013 and 2014 tax year audits are currently ongoing. Various foreign, state, and local income tax returns are also under examination by the applicable taxing authorities.
We paid cash for income taxes, net of refunds of $25 million in the 2014 first quarter and $15 million in the 2013 first quarter.

3.
SHARE-BASED COMPENSATION
Under our Stock and Cash Incentive Plan (the “Stock Plan”), we award: (1) stock options (our "Stock Option Program") to purchase our Class A Common Stock (our “common stock”); (2) stock appreciation rights (“SARs”) for our common stock (our “SAR Program”); (3) restricted stock units (“RSUs”) of our common stock; and (4) deferred stock units. We grant awards at exercise prices or strike prices that equal the market price of our common stock on the date of grant.

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We recorded share-based compensation expense for award grants of $25 million for the 2014 first quarter and $30 million for the 2013 first quarter. Deferred compensation costs related to unvested awards totaled $195 million at March 31, 2014 and $108 million at December 31, 2013.
RSUs
We granted 1.9 million RSUs during the 2014 first quarter to certain officers and key employees, and those units vest generally over four years in equal annual installments commencing one year after the grant date. We also granted 0.2 million performance-based RSUs ("PSUs") during the 2014 first quarter to certain named executive officers and their direct reports, subject to the satisfaction of certain performance conditions over, or at the end of, a three-year vesting period. RSUs, including PSUs, granted in the 2014 first quarter had a weighted average grant-date fair value of $51.
SARs and Stock Options
We granted 0.3 million SARs and 0.1 million stock options to officers and key employees during the 2014 first quarter. These SARs and options generally expire ten years after the grant date and both vest and may be exercised in cumulative installments of one quarter at the end of each of the first four years following the grant date. The weighted average grant-date fair value of SARs granted in the 2014 first quarter was $17 and the weighted average exercise price was $53. The weighted average grant-date fair value of stock options granted in the 2014 first quarter was $17 and the weighted average exercise price was $53.
On the grant date, we use a binomial lattice-based valuation model to estimate the fair value of each SAR and option granted. This valuation model uses a range of possible stock price outcomes over the term of the SAR and option, discounted back to a present value using a risk-free rate. Because of the limitations with closed-form valuation models, such as the Black-Scholes model, we have determined that this more flexible binomial model provides a better estimate of the fair value of our options and SARs because it takes into account employee exercise behavior based on changes in the price of our stock and also allows us to use other dynamic assumptions.
We used the following assumptions to determine the fair value of the SARs and stock options we granted during the 2014 first quarter:
Expected volatility
30
%
Dividend yield
1.14
%
Risk-free rate
2.3 - 2.5%

Expected term (in years)
7

In making these assumptions, we base expected volatility on the historical movement of Marriott's stock price. We base risk-free rates on the corresponding U.S. Treasury spot rates for the expected duration at the date of grant, which we convert to a continuously compounded rate. The dividend yield assumption takes into consideration both historical levels and expectations of future payout. The weighted average expected terms for SARs and options are an output of our valuation model which utilizes historical data in estimating the period of time that the SARs and options are expected to remain unexercised. We calculate the expected terms for SARs and options for separate groups of retirement eligible and non-retirement eligible employees. Our valuation model also uses historical data to estimate exercise behaviors, which includes determining the likelihood that employees will exercise their SARs and options before expiration at a certain multiple of stock price to exercise price.
Other Information
As of the end of the 2014 first quarter, we had reserved 29 million shares under the Stock Plan, including 9 million shares under the Stock Option Program and the SAR Program.

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4.FAIR VALUE OF FINANCIAL INSTRUMENTS
We believe that the fair values of our current assets and current liabilities approximate their reported carrying amounts. We show the carrying values and the fair values of noncurrent financial assets and liabilities that qualify as financial instruments, determined under current guidance for disclosures on the fair value of financial instruments, in the following table:
 
At March 31, 2014
 
At December 31, 2013
($ in millions)
Carrying
Amount
 
Fair Value
 
Carrying
Amount
 
Fair Value
Senior, mezzanine, and other loans
$
141

 
$
142

 
$
142

 
$
145

Marketable securities and other debt securities
111

 
111

 
111

 
111

Total long-term financial assets
$
252

 
$
253

 
$
253

 
$
256

 
 
 
 
 
 
 
 
Senior Notes
$
(2,186
)
 
$
(2,310
)
 
$
(2,185
)
 
$
(2,302
)
Commercial paper
(984
)
 
(984
)
 
(834
)
 
(834
)
Other long-term debt
(121
)
 
(124
)
 
(123
)
 
(124
)
Total long-term financial liabilities
$
(3,291
)
 
$
(3,418
)
 
$
(3,142
)
 
$
(3,260
)

We estimate the fair value of our senior, mezzanine, and other loans, including the current portion, by discounting cash flows using risk-adjusted rates, both of which are Level 3 inputs.
We carry our marketable securities at fair value. Our marketable securities include debt securities of the U.S. Government, its sponsored agencies and other U.S. corporations invested for our self-insurance programs, as well as shares of a publicly traded company, which we value using directly observable Level 1 inputs. The carrying value of these marketable securities at the end of our 2014 first quarter was $111 million. We also have a $65 million mandatorily redeemable preferred equity ownership interest in an entity that owns three hotels that we manage. We account for this investment as a debt security (with an amortized cost of $71 million at the end of the 2014 first quarter, including accrued interest income), and we included it in the "Marketable securities and other debt securities" caption in the preceding table. We estimated the $71 million fair value of this debt security by discounting cash flows using risk-adjusted rates, both of which are Level 3 inputs. The debt security matures in 2015 subject to annual extensions through 2018. We do not intend to sell the debt security and it is not more likely than not that we will be required to sell the investment before recovery of the amortized cost basis, which may be maturity.
We estimate the fair value of our other long-term debt, including the current portion and excluding leases, using expected future payments discounted at risk-adjusted rates, both of which are Level 3 inputs. We determine the fair value of our senior notes using quoted market prices, which are directly observable Level 1 inputs. As noted in Footnote No. 8, "Long-term Debt," even though our commercial paper borrowings generally have short-term maturities of 30 days or less, we classify outstanding commercial paper borrowings as long-term based on our ability and intent to refinance them on a long-term basis. As we are a frequent issuer of commercial paper, we use pricing from recent transactions as Level 2 inputs in estimating fair value. At the end of the 2014 first quarter and year-end 2013, we determined that the carrying value of our commercial paper approximated its fair value due to the short maturity.
See the “Fair Value Measurements” caption of Footnote No. 1, “Summary of Significant Accounting Policies” of our 2013 Form 10-K for more information on the input levels we use in determining fair value.


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5.
EARNINGS PER SHARE
The table below illustrates the reconciliation of the earnings and number of shares used in our calculations of basic and diluted earnings per share:
 
 
Three Months Ended
 
March 31, 2014
 
March 31, 2013
(in millions, except per share amounts)
 
 
 
Computation of Basic Earnings Per Share
 
 
 
Net income
$
172

 
$
136

Weighted average shares outstanding
296.1

 
311.8

Basic earnings per share
$
0.58

 
$
0.44

Computation of Diluted Earnings Per Share
 
 
 
Net income
$
172

 
$
136

Weighted average shares outstanding
296.1

 
311.8

Effect of dilutive securities
 
 
 
Employee stock option and SARs plans
3.4

 
4.3

Deferred stock incentive plans
0.8

 
0.8

Restricted stock units
3.0

 
3.1

Shares for diluted earnings per share
303.3

 
320.0

Diluted earnings per share
$
0.57

 
$
0.43

We compute the effect of dilutive securities using the treasury stock method and average market prices during the period. We have excluded the following antidilutive stock options and SARs in our calculation of diluted earnings per share because their exercise prices were greater than the average market prices for the applicable periods:
(a)
for the 2014 first quarter, 0.2 million options and SARs; and
(b)
for the 2013 first quarter, 0.4 million options and SARs.

6.
PROPERTY AND EQUIPMENT
The following table shows the composition of our property and equipment balances at the end of the 2014 first quarter and year-end 2013:
 
 
At Period End
($ in millions)
March 31,
2014
 
December 31,
2013
Land
$
536

 
$
535

Buildings and leasehold improvements
777

 
786

Furniture and equipment
777

 
789

Construction in progress
374

 
338

 
2,464

 
2,448

Accumulated depreciation
(895
)
 
(905
)
 
$
1,569

 
$
1,543


The following table shows the composition of these property and equipment balances that we recorded as capital leases:

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At Period End
($ in millions)
March 31,
2014
 
December 31,
2013
Land
$
8

 
$
8

Buildings and leasehold improvements
57

 
68

Furniture and equipment
22

 
37

Construction in progress
1

 
1

 
88

 
114

Accumulated depreciation
(58
)
 
(83
)
 
$
30

 
$
31

See Footnote No. 12, "Acquisitions and Dispositions" for information on a $10 million impairment charge we recorded on three EDITION hotels in the "Depreciation and amortization" caption of our Income Statement.
7.
NOTES RECEIVABLE
The following table shows the composition of our notes receivable balances (net of reserves and unamortized discounts) at the end of the 2014 first quarter and year-end 2013:
 
At Period End
($ in millions)
March 31,
2014
 
December 31,
2013
Senior, mezzanine, and other loans
$
173

 
$
178

Less current portion
(32
)
 
(36
)
 
$
141

 
$
142

The following table shows the expected future principal payments (net of reserves and unamortized discounts) as well as interest rates for our notes receivable as of the end of the 2014 first quarter:
 
Notes Receivable Principal Payments (net of reserves and unamortized discounts) and Interest Rates ($ in millions)
 
Amount
2014
 
$
32

2015
 
82

2016
 
3

2017
 
3

2018
 
4

Thereafter
 
49

Balance at March 31, 2014
 
$
173

Weighted average interest rate at March 31, 2014
 
4.5
%
Range of stated interest rates at March 31, 2014
 
0 - 8.0%

The following table shows the unamortized discounts for our notes receivable at the end of the 2014 first quarter and year-end 2013:

Notes Receivable Unamortized Discounts ($ in millions)
 
Total
Balance at year-end 2013
 
$
12

Balance at March 31, 2014
 
$
12


At the end of the 2014 first quarter, our recorded investment in impaired “Senior, mezzanine, and other loans” was $102 million, and we had a $90 million notes receivable reserve representing an allowance for credit losses, leaving $12 million of our investment in impaired loans, for which we had no related allowance for credit losses. At year-end 2013, our recorded investment in impaired “Senior, mezzanine, and other loans” was $99 million, and we had a $90 million notes receivable reserve representing an allowance for credit losses, leaving $9 million of our

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investment in impaired loans, for which we had no related allowance for credit losses. Our average investment in impaired “Senior, mezzanine, and other loans” totaled $101 million for the 2014 first quarter and $94 million for the 2013 first quarter.
We had no activity related to our “Senior, mezzanine, and other loans” notes receivable reserve during the 2014 first quarter. We do not have any past due senior, mezzanine, and other loans as of the end of the 2014 first quarter.

8.
LONG-TERM DEBT
We provide detail on our long-term debt balances in the following table as of the end of the 2014 first quarter and year-end 2013:
 
At Period End
($ in millions)
March 31,
2014
 
December 31,
2013
Senior Notes:
 
 
 
Series G, interest rate of 5.8%, face amount of $316, maturing November 10, 2015
(effective interest rate of 6.6%)(1)
$
312

 
$
312

Series H, interest rate of 6.2%, face amount of $289, maturing June 15, 2016
(effective interest rate of 6.3%)(1)
289

 
289

Series I, interest rate of 6.4%, face amount of $293, maturing June 15, 2017
(effective interest rate of 6.5%)(1)
292

 
292

Series K, interest rate of 3.0%, face amount of $600, maturing March 1, 2019
(effective interest rate of 4.4%)(1)
596

 
595

Series L, interest rate of 3.3%, face amount of $350, maturing September 15, 2022
(effective interest rate of 3.4%)(1)
349

 
349

Series M, interest rate of 3.4%, face amount of $350, maturing October 15, 2020
(effective interest rate of 3.6%)(1)
348

 
348

Commercial paper, average interest rate of 0.3% at March 31, 2014
984

 
834

$2,000 Credit Facility
—

 
—

Other
132

 
180

 
3,302

 
3,199

Less current portion classified in:
 
 
 
Other current liabilities (liabilities held for sale)
—

 
(46
)
Current portion of long-term debt
(7
)
 
(6
)
 
$
3,295

 
$
3,147

 
(1) 
Face amount and effective interest rate are as of March 31, 2014.
All of our long-term debt was, and to the extent currently outstanding is, recourse to us but unsecured. Other debt in the preceding table includes capital leases, among other items.
We are a party to a multicurrency revolving credit agreement (the “Credit Facility”) that provides for $2,000 million of aggregate borrowings to support general corporate needs, including working capital, capital expenditures, share repurchases, and letters of credit. The availability of the Credit Facility also supports our commercial paper program. Borrowings under the Credit Facility generally bear interest at LIBOR (the London Interbank Offered Rate) plus a spread, based on our public debt rating. We also pay quarterly fees on the Credit Facility at a rate based on our public debt rating. While any outstanding commercial paper borrowings and/or borrowings under our Credit Facility generally have short-term maturities, we classify the outstanding borrowings as long-term based on our ability and intent to refinance the outstanding borrowings on a long-term basis. The Credit Facility expires on July 18, 2018. See the “Cash Requirements and Our Credit Facilities” caption later in this report in the “Liquidity and Capital Resources” section for information on our available borrowing capacity at March 31, 2014.
We show future principal payments for our debt as of the end of the 2014 first quarter in the following table:


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Table of Contents

Debt Principal Payments ($ in millions)
 
Amount
2014
 
$
5

2015
 
319

2016
 
297

2017
 
301

2018
 
993

Thereafter
 
1,387

Balance at March 31, 2014
 
$
3,302

We paid cash for interest, net of amounts capitalized, of $11 million in the 2014 first quarter and $21 million in the 2013 first quarter.

9.
COMPREHENSIVE INCOME AND SHAREHOLDERS' (DEFICIT) EQUITY

The following table details the accumulated other comprehensive income activity for the 2014 first quarter:

($ in millions)
Foreign Currency Translation Adjustments
 
Other Derivative Instrument Adjustments
 
Unrealized Gains on Available-For-Sale Securities
 
Accumulated Other Comprehensive Loss
Balance at year-end 2013
$
(31
)
 
$
(19
)
 
$
6

 
$
(44
)
Other comprehensive income before reclassifications (1)
—

 
1

 
1

 
2

Amounts reclassified from accumulated other comprehensive loss
—

 
1

 
—

 
1

Net other comprehensive income
—

 
2

 
1

 
3

Balance at March 31, 2014
$
(31
)
 
$
(17
)
 
$
7

 
$
(41
)
(1) 
We present the portions of other comprehensive income before reclassifications for the 2014 first quarter that relate to unrealized gains on available-for-sale securities net of $1 million of deferred taxes.
The following table details the changes in common shares outstanding and shareholders’ deficit for the 2014 first quarter:

(in millions, except per share amounts)
 
 
Common
Shares
Outstanding
 
 
Total
 
Class A
Common
Stock
 
Additional
Paid-in-
Capital
 
Retained
Earnings
 
Treasury Stock,
at Cost
 
Accumulated
Other
Comprehensive
Loss
298.0

 
Balance at year-end 2013
$
(1,415
)
 
$
5

 
$
2,716

 
$
3,837

 
$
(7,929
)
 
$
(44
)
—

 
Net income
172

 
—

 
—

 
172

 
—

 
—

—

 
Other comprehensive income
3

 
—

 
—

 
—

 
—

 
3

—

 
Cash dividends ($0.1700 per share)
(50
)
 
—

 
—

 
(50
)
 
—

 
—

3.4

 
Employee stock plan issuance
21

 
—

 
(52
)
 
(42
)
 
115

 
—

(7.0
)
 
Purchase of treasury stock
(356
)
 
—

 
—

 
—

 
(356
)
 
—

294.4

 
Balance at March 31, 2014
$
(1,625
)
 
$
5

 
$
2,664

 
$
3,917

 
$
(8,170
)
 
$
(41
)


10.
CONTINGENCIES
Guarantees
We issue guarantees to certain lenders and hotel owners, chiefly to obtain long-term management contracts. The guarantees generally have a stated maximum funding amount and a term of four to ten years. The terms of guarantees to lenders generally require us to fund if cash flows from hotel operations are inadequate to cover annual

14
Table of Contents

debt service or to repay the loan at the end of the term. The terms of the guarantees to hotel owners generally require us to fund if the hotels do not attain specified levels of operating profit. Guarantee fundings to lenders and hotel owners are generally recoverable as loans repayable to us out of future hotel cash flows and/or proceeds from the sale of hotels. We also enter into project completion guarantees with certain lenders in conjunction with hotels that we or our joint venture partners are building.
We measure and record our liability for the fair value of a guarantee on a nonrecurring basis, that is when we issue or modify a guarantee, using Level 3 internally developed inputs. We generally base our calculation of the estimated fair value of a guarantee on the income approach or the market approach, depending on the type of guarantee. For the income approach, we use internally developed discounted cash flow and Monte Carlo simulation models that include the following assumptions, among others: projections of revenues and expenses and related cash flows based on assumed growth rates and demand trends; historical volatility of projected performance; the guaranteed obligations; and applicable discount rates. We base these assumptions on our historical data and experience, industry projections, micro and macro general economic condition projections, and our expectations. For the market approach, we use primarily market comparable data and assumptions about market capitalization rates, credit spreads, growth rates, and inflation. We show the maximum potential amount of our future guarantee fundings and the carrying amount of our liability for guarantees for which we are the primary obligor at March 31, 2014 in the following table:
($ in millions)
Guarantee Type
Maximum Potential
Amount  of Future Fundings
 
Liability for  Guarantees
Debt service
$
77

 
$
3

Operating profit
92

 
34

Other
330

 
4

Total guarantees where we are the primary obligor
$
499

 
$
41

We included our liability at March 31, 2014 for guarantees for which we are the primary obligor on our Balance Sheet in “Other long-term liabilities.”
Our guarantees listed in the preceding table that will not be in effect until the underlying properties open and we begin to operate the properties or certain other events occur consist of $20 million of debt service guarantees, $12 million of operating profit guarantees, and $315 million of other guarantees.
Other guarantees that were not currently in effect include a "put option" agreement we entered into in the 2014 first quarter with the lenders for a construction loan. In conjunction with entering into a management agreement for the Times Square EDITION hotel in New York City (currently projected to open in 2017), and the hotel's ownership group obtaining acquisition financing and entering into agreements concerning future construction financing for the mixed use project (which includes both the hotel and adjacent retail space), we agreed in the first quarter of 2014 to provide credit support to the lenders through a "put option" agreement. Under this agreement, we granted the lenders the right, upon an uncured event of default by the hotel owner under, and an acceleration of, the mortgage loan, to require us to purchase the hotel component of the property during the first two years after opening for $315 million. The lenders may extend this period for up to three years to complete foreclosure if the loan has been accelerated and certain other conditions are met. We do not expect that the lenders will exercise this "put option." We have no ownership interest in this hotel.
The preceding table does not include the following guarantees:
•
$97 million of guarantees for Senior Living Services lease obligations of $71 million (expiring in 2018) and lifecare bonds of $26 million (estimated to expire in 2016), for which we are secondarily liable. Sunrise Senior Living, Inc. (“Sunrise”) is the primary obligor on both the leases and $4 million of the lifecare bonds; HCP, Inc., as successor by merger to CNL Retirement Properties, Inc. (“CNL”), is the primary obligor on $21 million of the lifecare bonds; and Five Star Senior Living is the primary obligor on the remaining $1 million of lifecare bonds. Before we sold the Senior Living Services business in 2003, these were our guarantees of obligations of our then consolidated Senior Living Services subsidiaries. Sunrise and CNL have indemnified us for any fundings we may be called upon to make under these guarantees. Our

15
Table of Contents

liability for these guarantees had a carrying value of $3 million at March 31, 2014. Sunrise previously provided us $5 million of cash collateral to cover potential exposure under the existing lease and bond obligations for 2012 and 2013. In conjunction with our consent of the extension in 2011 of certain lease obligations for an additional five-year term until 2018, Sunrise provided us an additional $1 million of cash collateral and an $85 million letter of credit issued by Key Bank to secure our exposure under the lease guarantees and certain other obligations of Sunrise. The letter of credit balance was $81 million at the end of the 2014 first quarter, which decreased as a result of lease payments made and lifecare bonds redeemed. During the extension term, Sunrise agreed to make an annual payment to us from the cash flow of the continuing lease facilities, subject to a $1 million annual minimum.
•
Lease obligations, for which we became secondarily liable when we acquired the Renaissance Hotel Group in 1997, consisting of annual rent payments of approximately $6 million and total remaining rent payments through the initial term of approximately $34 million. Most of these obligations expire by the end of 2020. CTF Holdings Ltd. (“CTF”) had originally provided €35 million in cash collateral in the event that we are required to fund under such guarantees, approximately $4 million (€3 million) of which remained at March 31, 2014. Our exposure for the remaining rent payments through the initial term will decline to the extent that CTF obtains releases from the landlords or these hotels exit the system. Since the time we assumed these guarantees, we have not funded any amounts, and we do not expect to fund any amounts under these guarantees in the future.
•
Certain guarantees and commitments relating to the timeshare business, which were outstanding at the time of the 2011 Timeshare spin-off and for which we became secondarily liable as part of the spin-off. These Marriott Vacations Worldwide Corporation ("MVW") payment obligations, for which we currently have a total exposure of $16 million, relate to various letters of credit and several other guarantees. MVW has indemnified us for these obligations. At the end of the 2014 first quarter, we expect these obligations will expire as follows: $1 million in 2014, $3 million in 2017, and $12 million (14 million Singapore Dollars) in 2022. We have not funded any amounts under these obligations, and do not expect to do so in the future. Our liability for these obligations had a carrying value of $2 million at March 31, 2014.
•
A guarantee for a lease, originally entered into in 2000, for which we became secondarily liable in 2012 as a result of our sale of the ExecuStay corporate housing business to Oakwood Worldwide ("Oakwood"). Oakwood has indemnified us for the obligations under this guarantee. Our total exposure at the end of the 2014 first quarter for this guarantee is $6 million in future rent payments through the end of the lease in 2019. Our liability for this guarantee had a carrying value of $1 million at March 31, 2014.
In addition to the guarantees described in the preceding paragraphs, in conjunction with financing obtained for specific projects or properties owned by joint ventures in which we are a party, we may provide industry standard indemnifications to the lender for loss, liability, or damage occurring as a result of the actions of the other joint venture owner or our own actions.
Commitments and Letters of Credit
In addition to the guarantees we note in the preceding paragraphs, as of March 31, 2014, we had the following commitments outstanding:
•
A commitment to invest up to $10 million of equity for a noncontrolling interest in a partnership that plans to purchase North American full-service and limited-service properties, or purchase or develop hotel-anchored mixed-use real estate projects. We expect to fund $8 million of this commitment in 2014. We do not expect to fund the remaining $2 million of this commitment.
•
A commitment to invest up to $22 million of equity for noncontrolling interests in a partnership that plans to purchase or develop limited-service properties in Asia. We expect to fund this commitment as follows: $10 million in 2014 and $12 million in 2015.
•
A commitment, with no expiration date, to invest up to $11 million in a joint venture for development of a new property. We expect to fund this commitment as follows: $6 million in 2014 and $5 million in 2015.

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•
A commitment to invest $18 million in the renovation of a leased hotel. We expect to fund this commitment by the end of 2014.
•
We have a right and under certain circumstances an obligation to acquire our joint venture partner’s remaining 45 percent interest in two joint ventures over the next seven years at a price based on the performance of the ventures. We made a $12 million (€9 million) deposit in conjunction with this contingent obligation in 2011 and $8 million (€6 million) in deposits in 2012. In the 2013 first quarter we acquired an additional five percent noncontrolling interest in each venture, applying $5 million (€4 million) of those deposits. The remaining deposits are refundable to the extent we do not acquire our joint venture partner’s remaining interests.
•
Various commitments for the purchase of information technology hardware, software, as well as accounting, finance, and maintenance services in the normal course of business totaling $85 million. We expect to fund these commitments as follows: $78 million in 2014, $5 million in 2015, and $2 million in 2016. The majority of these commitments will be recovered through cost reimbursement charges to properties in our system.
•
Several commitments aggregating $35 million with no expiration date and which we do not expect to fund.
•
A commitment to invest up to $10 million under certain circumstances for additional mandatorily redeemable preferred equity ownership interest in an entity that owns three hotels. We may fund this commitment, which expires in 2015 subject to annual extensions through 2018; however, we have not yet determined the amount or timing of any potential funding.
•
A $9 million loan commitment that we extended to the owner of a property to cover the cost of renovation shortfalls which we expect to fund in 2015. The commitment will expire at the end of the 2016 second quarter.
At March 31, 2014, we had $78 million of letters of credit outstanding ($77 million outside the Credit Facility and $1 million under our Credit Facility), the majority of which were for our self-insurance programs. Surety bonds issued as of March 31, 2014, totaled $123 million, the majority of which federal, state and local governments requested in connection with our self-insurance programs.
Legal Proceedings
On January 19, 2010, several former Marriott employees (the "plaintiffs") filed a putative class action complaint against us and the Stock Plan (the "defendants"), alleging that certain equity awards of deferred bonus stock granted to the plaintiffs and other current and former employees for fiscal years 1963 through 1989 are subject to vesting requirements under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), that are in certain circumstances more rapid than those set forth in the awards. The plaintiffs seek damages, class attorneys' fees and interest, with no amounts specified. The action is proceeding in the United States District Court for the District of Maryland (Greenbelt Division) and Dennis Walter Bond Sr. and Michael P. Steigman are the current named plaintiffs. The parties completed limited discovery concerning Marriott's defense of statute of limitations with respect to Mr. Bond and Mr. Steigman and completed discovery concerning class certification. We opposed plaintiffs' motion for class certification and sought summary judgment on the issue of statute of limitations in 2012. On August 9, 2013, the court denied our motion for summary judgment on the issue of statute of limitations and deferred its ruling on class certification. We moved to amend the court's judgment on our motion for summary judgment in order to certify an interlocutory appeal, which was denied. On January 7, 2014, the court denied plaintiffs' motion for class certification, and issued a Scheduling Order for full discovery of the remaining issues in this case. The parties filed a joint motion to modify the Scheduling Order on March 26, 2014. We and the Stock Plan have denied all liability, and while we intend to vigorously defend against the claims being made by the plaintiffs, we can give you no assurance about the outcome of this lawsuit. We currently cannot estimate the range of any possible loss to the Company because an amount of damages is not claimed, there is uncertainty as to the number of parties for whom the claims may be pursued, and the possibility of our prevailing on our statute of limitations defense on appeal may significantly limit any claims for damages.

17
Table of Contents

In March 2012, the Korea Fair Trade Commission ("KFTC") obtained documents from two of our managed hotels in Seoul, Korea in connection with an investigation which we believe is focused on pricing of hotel services within the Seoul region. Since then, the KFTC has conducted additional fact-gathering at those two hotels and also has collected information from another Marriott managed hotel located in Seoul. We understand that the KFTC also has sought documents from numerous other hotels in Seoul and other parts of Korea that we do not operate, own or franchise. We have not yet received a complaint or other legal process. We are cooperating with this investigation.

11.
BUSINESS SEGMENTS
We are a diversified global lodging company. During the 2014 first quarter, we modified the information that our President and Chief Executive Officer, who is our CODM, reviews to be consistent with our continent structure. This structure aligns our business around geographic regions and is designed to enable us to operate more efficiently and to accelerate worldwide growth. As a result of modifying our reporting information, we revised our operating segments to eliminate our former Luxury segment, which we allocated between our existing North American Full-Service operating segment, and the following four new operating segments: Asia Pacific, Caribbean and Latin America, Europe, and Middle East and Africa.
Although our North American Full-Service and North American Limited-Service segments meet the applicable accounting criteria to be reportable business segments, our four new operating segments do not meet the criteria for separate disclosure as reportable business segments. Accordingly, we combined our four new operating segments into an "all other" category which we refer to as "International" and have revised our prior period business segment information to conform to our new business segment presentation.
As of the end the 2014 first quarter, our three business segments include the following brands:
•
North American Full-Service: Marriott Hotels, Marriott Conference Centers, JW Marriott, Renaissance Hotels, Renaissance ClubSport, Gaylord Hotels, The Ritz-Carlton (together with residential properties associated with some of The Ritz-Carlton hotels), and Autograph Collection properties located in the United States and Canada;
•
North American Limited-Service: Courtyard, Fairfield Inn & Suites, SpringHill Suites, Residence Inn, and TownePlace Suites properties located in the United States and Canada;
•
International: Marriott Hotels, JW Marriott, Renaissance Hotels, Autograph Collection, Courtyard, AC Hotels by Marriott, Fairfield Inn & Suites, Residence Inn, The Ritz-Carlton (together with residential properties associated with some The Ritz-Carlton hotels), Bulgari Hotels & Resorts, EDITION and Marriott Executive Apartments properties located outside the United States and Canada.
We evaluate the performance of our business segments based largely on the results of the segment without allocating corporate expenses, income taxes, or indirect general, administrative, and other expenses. We allocate gains and losses, equity in earnings or losses from our joint ventures, and divisional general, administrative, and other expenses to each of our segments. “Other unallocated corporate” represents a portion of our revenues, general, administrative, and other expenses, equity in earnings or losses, and other gains or losses that we do not allocate to our segments. It also includes license fees we receive from our credit card programs and license fees from MVW. Our CODM monitors assets for the consolidated company but does not use assets by business segment when assessing performance or making business segment resource allocations.





18
Table of Contents

Revenues
 
 
Three Months Ended
($ in millions)
March 31, 2014

March 31, 2013
North American Full-Service Segment
$
2,049

 
$
2,028

North American Limited-Service Segment
667

 
608

International Segment
520

 
445

Total segment revenues
3,236

 
3,081

Other unallocated corporate
57

 
61

 
$
3,293

 
$
3,142



Net Income (Loss)
 
 
Three Months Ended
($ in millions)
March 31, 2014
 
March 31, 2013
North American Full-Service Segment
$
131

 
$
133

North American Limited-Service Segment
115

 
106

International Segment
65

 
50

Total segment financial results
311

 
289

Other unallocated corporate
(55
)
 
(60
)
Interest expense and interest income
(25
)
 
(28
)
Income taxes
(59
)
 
(65
)
 
$
172

 
$
136

As a result of the changes to our operating segments discussed above, we reallocated goodwill among our affected reporting units based on the relative fair value of each remaining or newly identified reporting unit. We also determined that the estimated fair value of each reporting unit exceeded its carrying amount. The following table shows the reclassification of goodwill we previously associated with our former Luxury segment to our North American Full-Service and International segments.

Goodwill
($ in millions)
North American
Full-Service
Segment
 
North American
Limited-Service
Segment
 
International
Segment
 
Former Luxury
Segment
 
Total
Goodwill
Year-end 2013 balance:
 
 
 
 
 
 
 
 
 
Goodwill
$
335

 
$
125

 
$
298

 
$
170

 
$
928

Accumulated impairment losses
—

 
(54
)
 
—

 
—

 
(54
)
 
$
335

 
$
71

 
$
298

 
$
170

 
$
874

 
 
 
 
 
 
 
 
 
 
Segment reclassifications
$
57

 
$
—

 
$
113

 
$
(170
)
 
$
—

 
 
 
 
 
 
 
 
 
 
March 31, 2014 balance:
 
 
 
 
 
 
 
 
 
Goodwill
$
392

 
$
125

 
$
411

 
$
—

 
$
928

Accumulated impairment losses
—

 
(54
)
 
—

 
—

 
(54
)
 
$
392

 
$
71

 
$
411

 
$
—

 
$
874


12.
ACQUISITIONS AND DISPOSITIONS

19


2014 Acquisitions

On the first day of our 2014 second quarter, we acquired Protea Hotels' brands and hotel management business ("Protea Hotels") for $193 million (ZAR 2.046 billion) in cash and recognized approximately: $183 million (ZAR 1.931 billion) in intangible assets consisting of deferred contract acquisition costs, a brand intangible, and goodwill; and $10 million (ZAR 115 million) of tangible assets consisting of property and equipment, equity method investments, and other current assets at the acquisition date. At the end of the 2014 first quarter, we transferred $192 million in cash to a third party in the form of an escrow deposit. As part of the transaction, Protea Hospitality Holdings created an independent property ownership company that retained ownership of the hotels Protea Hospitality Holdings formerly owned, and entered into long-term management and lease agreements with Marriott for these hotels. The property ownership company also retained a number of minority interests in other Protea-managed hotels. As a result of the transaction, we added over 100 hotels (over 10,000 rooms) across three brands in South Africa and six other Sub-Saharan African countries to our International segment portfolio and currently manage approximately 45 percent, franchise approximately 39 percent, and lease approximately 16 percent of those rooms.

2014 Dispositions

In the 2014 first quarter, we sold The London EDITION to a third party, received approximately $230 million in cash, and simultaneously entered into definitive agreements to sell The Miami and The New York EDITION hotels that we are currently developing to the same third party. The total sales price for the three EDITION hotels will be approximately $816 million. We expect to sell The Miami EDITION in the second half of 2014 and The New York EDITION in the first half of 2015, when we anticipate that construction will be complete. We will retain long-term management agreements for each of the three hotels sold. We did not reclassify The Miami EDITION or The New York EDITION assets and liabilities as held for sale because the hotels are under construction and not available for immediate sale in their present condition. In the 2014 first quarter, we evaluated the three hotels for recovery and subsequently recorded a $10 million impairment charge in the "Depreciation and amortization" caption of our Income Statement as our current cost estimates exceed our total fixed sales price. We did not allocate that charge to any of our segments.
In the 2014 first quarter, we sold our right to acquire the landlord’s interest in a leased real estate property and certain attached assets of the property, consisting of $106 million (€77 million) in property and equipment and $48 million (€35 million) in liabilities. We received $62 million (€45 million) in cash and transferred $45 million (€33 million) of related obligations. We continue to operate the property under a long-term management agreement.

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
We make forward-looking statements in Management’s Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this report based on the beliefs and assumptions of our management and on information currently available to us. Forward-looking statements include information about our possible or assumed future results of operations, which follow under the headings “Business and Overview,” “Liquidity and Capital Resources,” and other statements throughout this report preceded by, followed by or that include the words “believes,” “expects,” “anticipates,” “intends,” “plans,” “estimates” or similar expressions.
Any number of risks and uncertainties could cause actual results to differ materially from those we express in our forward-looking statements, including the risks and uncertainties we describe below and other factors we describe from time to time in our periodic filings with the U.S. Securities and Exchange Commission (the “SEC”). We therefore caution you not to rely unduly on any forward-looking statement. The forward-looking statements in this report speak only as of the date of this report, and we undertake no obligation to update or revise any forward-looking statement, whether as a result of new information, future developments, or otherwise.
In addition, see the “Item 1A. Risk Factors” caption in the “Part II-OTHER INFORMATION” section of this report.
BUSINESS AND OVERVIEW
Change in Reporting Cycle
As further detailed in Footnote No. 1, "Basis of Presentation," beginning with our 2013 fiscal year, we changed our financial reporting cycle to a calendar year-end reporting cycle and an end-of-month quarterly reporting cycle. The table below shows the reporting periods as we refer to them in this report, their date ranges, and the number of days in each. As shown below, our 2014 first quarter had three fewer days of activity than our 2013 first quarter and our 2014 calendar year will have three fewer days of activity than our 2013 fiscal year.
Reporting Period
Date Range
Number of Days
2014 first quarter
January 1, 2014 - March 31, 2014
90
2013 first quarter
December 29, 2012 - March 31, 2013
93
2014
January 1, 2014 - December 31, 2014
365
2013
December 29, 2012 - December 31, 2013
368
We discuss the estimated impact of the three fewer days of activity in our 2014 first quarter within the "Revenues" and "Operating Income" sections of this report.
Overview
We are a worldwide operator, franchisor, and licensor of hotels and timeshare properties in 71 countries and territories under numerous brand names. We also develop, operate, and market residential properties and provide services to home/condominium owner associations. At the end of the 2014 first quarter, we had 3,934 properties (679,321 rooms) in our system, including 40 home and condominium products (4,228 units) for which we manage the related owners’ associations.
We earn base management fees and in many cases incentive management fees from the properties that we manage, and we earn franchise fees on the properties that others operate under franchise agreements with us. Base fees typically consist of a percentage of property-level revenue while incentive fees typically consist of a percentage of net house profit adjusted for a specified owner return. Net house profit is calculated as gross operating profit (house profit) less management fees and noncontrollable expenses such as insurance, real estate taxes, capital spending reserves.

21
Table of Contents

Under our business model, we typically manage or franchise hotels, rather than own them. At March 31, 2014, we operated 42 percent of the hotel rooms in our worldwide system under management agreements; our franchisees operated 55 percent under franchise agreements; and we owned or leased only 2 percent. The remainder represented our interest in unconsolidated joint ventures that manage hotels and provide services to franchised properties.
Our emphasis on long-term management contracts and franchising tends to provide more stable earnings in periods of economic softness, while adding new hotels to our system generates growth, typically with little or no investment by the company. This strategy has driven substantial growth while minimizing financial leverage and risk in a cyclical industry. In addition, we believe minimizing our capital investments and adopting a strategy of recycling the investments that we do make maximizes and maintains our financial flexibility.
We remain focused on doing the things that we do well; that is, selling rooms, taking care of our guests, and making sure we control costs both at company-operated properties and at the corporate level ("above-property"). Our brands remain strong as a result of skilled management teams, dedicated associates, superior customer service with an emphasis on guest and associate satisfaction, significant distribution, our Marriott Rewards and The Ritz-Carlton Rewards loyalty programs, a multichannel reservations system, and desirable property amenities. We strive to effectively leverage our size and broad distribution.
We, along with owners and franchisees, continue to invest in our brands by means of new, refreshed, and reinvented properties, new room and public space designs, and enhanced amenities and technology offerings. We address, through various means, hotels in the system that do not meet standards. We continue to enhance the appeal of our proprietary, information-rich, and easy-to-use website, Marriott.com, and of our associated mobile smartphone applications and mobile website that connect to Marriott.com, through functionality and service improvements, and we expect to continue capturing an increasing proportion of property-level reservations via this cost-efficient channel.
Our profitability, as well as that of owners and franchisees, has benefited from our approach to property-level and above-property productivity. Properties in our system continue to maintain very tight cost controls. We also control above-property costs, some of which we allocate to hotels, by remaining focused on systems, processing, and support areas.
Performance Measures
We believe Revenue per Available Room ("RevPAR"), which we calculate by dividing room sales for comparable properties by room nights available to guests for the period, is a meaningful indicator of our performance because it measures the period-over-period change in room revenues for comparable properties. RevPAR may not be comparable to similarly titled measures, such as revenues. References to RevPAR statistics, including occupancy and average daily rate, throughout this report for the 2013 first quarter reflect the calendar period from January 1, 2013 to March 31, 2013. For the properties located in countries that use currencies other than the U.S. dollar, the comparisons to the prior year period are on a constant U.S. dollar basis. We calculate constant dollar statistics by applying exchange rates for the current period to the prior comparable period.
We define our comparable properties as those that were open and operating under one of our brands for at least one full calendar year as of the end of the current period and have not, in either the current or previous periods presented, (i) undergone significant room or public space renovations or expansions, (ii) been converted between company operated and franchised, or (iii) sustained substantial property damage or business interruption. Comparable properties represented the following percentage of our properties for the three months ended March 31, 2014 and March 31, 2013, respectively: (1) 91% and 95% of North American properties; (2) 79% and 68% of International properties; and (3) 90% and 91% of total properties.
We also believe company-operated house profit margin, which is the ratio of property-level gross operating profit (also known as house profit) to total property-level revenue, is a meaningful indicator of our performance because this ratio measures our overall ability as the operator to produce property-level profits by generating sales and controlling the operating expenses over which we have the most direct control. House profit includes room, food and beverage, and other revenue and the related expenses including payroll and benefits expenses, as well as repairs and maintenance, utility, general and administrative, and sales and marketing expenses. House profit does

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not include the impact of management fees, furniture, fixtures and equipment replacement reserves, insurance, taxes, or other fixed expenses.
Operating Results
Our 2014 first quarter results reflected a favorable economic climate in many markets around the world, low supply growth in most markets in the U.S. and Europe, improved pricing in most markets globally, and a year-over-year increase in the number of properties in our system. For the three months ended March 31, 2014, comparable worldwide systemwide RevPAR increased 6.2 percent to $103.72, average daily rates increased 3.2 percent on a constant dollar basis to 150.02, and occupancy increased 1.9 percentage points to 69.1 percent, compared to the same period a year ago.
Strong U.S. group demand as well as the shift in Easter to the 2014 second quarter contributed to increased RevPAR growth. The strength in group business during the quarter also contributed to increased food and beverage revenue at our company-operated hotels. Transient demand in the 2014 first quarter was strong in the western U.S. and Florida, where we continued to eliminate discounts, shift business into higher rated price categories, and raise room rates. New supply in New York City and the prior year comparison to the Presidential Inauguration in Washington D.C. somewhat constrained the RevPAR growth in the 2014 first quarter.
Our U.S. group bookings for future short-term group business strengthened during the quarter. For group business, two-thirds is typically booked before the year of arrival and one-third is booked in the year of arrival. As of the end of the 2014 first quarter, the group revenue pace for company-operated Marriott Hotels brand properties in North America was up over five percent for stays in 2014, compared to 2013 first quarter booking pace for stays in 2013, reflecting improved group demand and greater pricing power.
In Europe, the United Kingdom and Germany had strong demand in the 2014 first quarter, while weak demand in France reflected a weak economy. Eastern Europe experienced more moderate RevPAR growth, constrained by the political turmoil in Russia and the Ukraine. In the Middle East and Africa, demand was strong in the United Arab Emirates and Jordan, but remained weak in Egypt due to political instability. Demand in the Asia Pacific region strengthened during the quarter, as Greater China, Japan, Australia, and India experienced higher RevPAR growth, benefiting from increased special corporate and transient business. Thailand lodging demand was weakened by political instability during the quarter, and new supply continued to constrain growth in certain markets in Southern China. In the Caribbean and Latin America, strong RevPAR growth throughout the region was driven by group demand with particular strength in Mexico.
We monitor market conditions and carefully price our rooms daily in accordance with individual property demand levels, generally adjusting room rates as demand changes. We also modify the mix of our business to increase revenue as demand changes. Demand for higher rated rooms improved in most markets in the 2014 first quarter, which allowed us to reduce discounting and special offers for transient business in many markets. This mix improvement benefited average daily rates. For our company-operated properties, we continue to focus on enhancing property-level house profit margins and actively pursue productivity improvements.
System Growth and Pipeline
During the 2014 first quarter, we added 5,855 rooms (gross) to our system. Approximately 56 percent of new rooms are located outside the United States and 18 percent of the room additions are conversions from competitor brands. At the end of the 2014 first quarter, we had over 200,000 rooms in our lodging development pipeline, which includes hotel rooms under construction and under signed contracts, as well as nearly 30,000 hotel rooms approved for development but not yet under signed contracts. Our pipeline does not include the over 10,000 rooms associated with the Protea transaction which closed on April 1, 2014. We expect the number of our hotel rooms (gross) will increase by approximately 6 percent in 2014, including the addition of rooms associated with the Protea transaction, and approximately 5 percent, net of deletions. The figures in this paragraph do not include residential or timeshare units.



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CONSOLIDATED RESULTS
The following discussion presents our analysis of the significant items of the results of our operations for the 2014 first quarter compared to the 2013 first quarter.
Revenues
First Quarter. Revenues increased by $151 million (5 percent) to $3,293 million in the 2014 first quarter from $3,142 million in the 2013 first quarter as a result of higher cost reimbursements revenue ($122 million), higher franchise fees ($12 million), higher owned, leased, and other revenue ($10 million), higher incentive management fees ($5 million) primarily due to increases outside of North America, and higher base management fees ($2 million). We estimate that the three fewer days of activity in the 2014 first quarter compared to the 2013 first quarter reduced fee revenues by approximately $5 million.
Cost reimbursements revenue represents reimbursements of costs incurred on behalf of managed, franchised, and licensed properties and relates, predominantly, to payroll costs at managed properties where we are the employer, but also includes reimbursements for other costs, such as those associated with our Marriott Rewards and Ritz-Carlton Rewards programs. As we record cost reimbursements based upon costs incurred with no added markup, this revenue and related expense has no impact on either our operating income or net income. The $122 million increase in total cost reimbursements revenue, to $2,670 million in the 2014 first quarter from $2,548 million in the 2013 first quarter, reflected the impact of higher demand at our properties and growth across the system. Since the end of the 2013 first quarter, our managed rooms decreased by 1,822 rooms and our franchised rooms increased by 18,312 rooms, net of hotels exiting the system.
The $2 million increase in total base management fees, to $155 million in the 2014 first quarter from $153 million in the 2013 first quarter, mainly reflected stronger RevPAR due to increased demand ($8 million), partially offset by decreased fees due to properties that converted from managed to franchised ($3 million), foreign exchange losses ($2 million), and three fewer days of activity (approximately $2 million). The $12 million increase in total franchise fees, to $163 million in the 2014 first quarter from $151 million in the 2013 first quarter, primarily reflected stronger RevPAR due to increased demand ($8 million) and the impact of unit growth across the system and properties that converted to franchised from managed ($5 million), partially offset by three fewer days of activity (approximately $3 million). The $5 million increase in total incentive management fees, to $71 million in the 2014 first quarter from $66 million in the 2013 first quarter largely reflected higher net property-level revenue, predominantly for International segment hotels, which resulted in higher property-level income and margins.
The $10 million increase in owned, leased, and other revenue, to $234 million in the 2014 first quarter from $224 million in the 2013 first quarter, predominantly reflected $13 million of higher owned and leased revenue, partially offset by $3 million of lower termination fees. Higher owned and leased revenue reflected $8 million in revenue from a North American Full-Service managed property we acquired in the 2013 fourth quarter as well as strong demand at several leased properties. Combined branding fees for credit card endorsements and the sale of branded residential real estate by others totaled $26 million in the 2014 first quarter and $25 million in the 2013 first quarter.

Operating Income
First Quarter. Operating income increased by $28 million to $254 million in the 2014 first quarter from $226 million in the 2013 first quarter. The $28 million increase in operating income reflected a $16 million decrease in general, administrative and other expenses, $12 million increase in franchise fees, $5 million increase in incentive management fees, $4 million of higher owned, leased, and other revenue net of direct expenses, and a $2 million increase in base management fees, partially offset by an $11 million increase in depreciation and amortization expense. We estimate that the three fewer days of activity in the 2014 first quarter decreased operating income by approximately $5 million. We discuss the reasons for the increases in base management fees, franchise fees, and incentive management fees compared to the 2013 first quarter in the preceding “Revenues” section.

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The $4 million (9 percent) increase in owned, leased, and other revenue net of direct expenses was largely attributable to $7 million of higher owned and leased revenue, net of direct expenses, partially offset by $3 million of lower termination fees. Higher owned and leased revenue, net of direct expenses reflected $4 million in net favorable results at several leased properties and $3 million of revenue, net of direct expenses for a North American Full-Service managed property that we acquired in the 2013 fourth quarter.
General, administrative, and other expenses decreased by $16 million (10 percent) to $148 million in the 2014 first quarter from $164 million in the 2013 first quarter. The decrease largely reflected $5 million of foreign exchange gains, $4 million of lower compensation and other overhead expenses, $3 million of lower legal expenses, and $2 million of lower expenses related to brand initiatives. The $16 million decrease in total general, administrative, and other expenses included $14 million that we did not allocate to any of our segments, and $2 million that we allocated as follows: $1 million to our North American Full-Service segment and $1 million to our International segment.
Depreciation and amortization expense increased by $11 million (44 percent) to $36 million in the 2014 first quarter from $25 million in the 2013 first quarter. The increase primarily reflected the $10 million impairment charge on the three EDITION hotels discussed in Footnote No. 12, "Acquisitions and Dispositions."

Interest Income and Income Tax
First Quarter. Interest income increased by $2 million (67 percent) to $5 million in the 2014 first quarter compared to $3 million in the 2013 first quarter. This increase in interest income primarily reflected $2 million earned on the $65 million mandatorily redeemable preferred equity ownership interest acquired in the 2013 second quarter. See Footnote No. 4, "Fair Value of Financial Instruments" for more information on this interest.
Our tax provision decreased by $6 million (9 percent) to $59 million in the 2014 first quarter compared to $65 million in the 2013 first quarter. The decrease was primarily due to the $21 million favorable resolution of a U.S. federal tax issue relating to a guest marketing program, which was partially offset by an increase in tax provision resulting from higher pre-tax earnings due to increased demand.
Net Income
First Quarter. Net income increased by $36 million to $172 million in the 2014 first quarter from $136 million in the 2013 first quarter, and diluted earnings per share increased by $0.14 per share (33 percent) to $0.57 per share in the 2014 first quarter from $0.43 per share in the 2013 first quarter. As discussed in more detail in the preceding sections beginning with “Revenues” or as shown in the Condensed Consolidated Statements of Income, the $36 million increase in net income compared to the year-ago quarter was due to lower general, administrative, and other expenses ($16 million), higher franchise fees ($12 million), lower income taxes ($6 million), higher incentive management fees ($5 million), higher owned, leased, and other revenue net of direct expenses ($4 million), higher base management fees ($2 million), higher interest income ($2 million), higher equity in earnings ($2 million), and lower interest expense ($1 million). These increases were partially offset by higher depreciation and amortization expense ($11 million) and lower gains and other income ($3 million).
Earnings Before Interest Expense, Taxes, Depreciation and Amortization (“EBITDA”) and Adjusted EBITDA
EBITDA, a financial measure that is not prescribed or authorized by United States generally accepted accounting principles (“GAAP”), reflects earnings excluding the impact of interest expense, provision for income taxes, depreciation and amortization. We believe that EBITDA is a meaningful indicator of operating performance because we use it to measure our ability to service debt, fund capital expenditures, and expand our business. We also use EBITDA, as do analysts, lenders, investors and others, to evaluate companies because it excludes certain items that can vary widely across different industries or among companies within the same industry. For example, interest expense can be dependent on a company’s capital structure, debt levels, and credit ratings. Accordingly, the impact of interest expense on earnings can vary significantly among companies. The tax positions of companies can

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also vary because of their differing abilities to take advantage of tax benefits and because of the tax policies of the jurisdictions in which they operate. As a result, effective tax rates and provision for income taxes can vary considerably among companies. EBITDA also excludes depreciation and amortization expense which we report under "Depreciation and amortization" as well as depreciation we include under "Reimbursed costs" in our Consolidated Statements of Income, because companies utilize productive assets of different ages and use different methods of both acquiring and depreciating productive assets. These differences can result in considerable variability in the relative costs of productive assets and the depreciation and amortization expense among companies.
We also believe that Adjusted EBITDA, another non-GAAP financial measure, is a meaningful indicator of operating performance. Our Adjusted EBITDA reflects an adjustment to exclude share-based compensation expense for all periods presented. Because companies use share-based payment awards differently, both in the type and quantity of awards granted, we excluded share-based compensation expense to address considerable variability among companies in recording compensation expense. We believe that Adjusted EBITDA that excludes this item is a meaningful measure of our operating performance because it permits period-over-period comparisons of our ongoing core operations before this item and facilitates our comparison of results before this item with results from other lodging companies.
EBITDA and Adjusted EBITDA have limitations and should not be considered in isolation or as substitutes for performance measures calculated under GAAP. Both of these non-GAAP measures exclude certain cash expenses that we are obligated to make. In addition, other companies in our industry may calculate EBITDA and in particular Adjusted EBITDA differently than we do or may not calculate them at all, limiting EBITDA's and Adjusted EBITDA's usefulness as comparative measures.
We show our EBITDA and Adjusted EBITDA calculations for the 2014 and 2013 first quarters that reflect the changes we describe above and reconcile those measures with Net Income in the following table:
 
Three Months Ended
($ in millions)
March 31, 2014
 
March 31, 2013
Net Income
$
172

 
$
136

Interest expense
30

 
31

Tax provision
59

 
65

Depreciation and amortization
36

 
25

Depreciation classified in reimbursed costs
12

 
12

Interest expense from unconsolidated joint ventures
1

 
1

Depreciation and amortization from unconsolidated joint ventures
4

 
3

EBITDA
$
314

 
$
273

Share-based compensation (including share-based compensation reimbursed by third-party owners)
25

 
30

Adjusted EBITDA
$
339

 
$
303


BUSINESS SEGMENTS
We are a diversified global lodging company. During the 2014 first quarter, we modified the information that our President and Chief Executive Officer reviews to be consistent with our continent structure. This structure aligns our business around geographic regions and is designed to enable us to operate more efficiently and to accelerate worldwide growth. As a result of modifying our reporting information, we revised our operating segments to eliminate our former Luxury segment, which we allocated between our existing North American Full-Service operating segment, and the following four new operating segments: Asia Pacific, Caribbean and Latin America, Europe, and Middle East and Africa.
Although our North American Full-Service and North American Limited-Service segments meet the applicable accounting criteria to be reportable business segments, the four new operating segments do not meet the criteria to be reportable and were combined into an "all other" category, which we refer to as "International." We

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revised prior period business segment information to conform to our new business segment presentation. See Footnote No. 11, “Business Segments,” to our Financial Statements for further information on our segment changes and other information about each segment, including revenues and a reconciliation of segment results to net income.
We added 163 properties (26,158 rooms) and 54 properties (10,131 rooms) exited our system since the end of the 2013 first quarter. These figures do not include residential units. During that time we also added three residential properties (161 units) and no residential properties exited the system.
See the "CONSOLIDATED RESULTS" caption earlier in this report for further information.
First Quarter. Total segment financial results increased by $22 million to $311 million in the 2014 first quarter from $289 million in the 2013 first quarter, and total segment revenues increased by $155 million to $3,236 million in the 2014 first quarter, a 5 percent increase from revenues of $3,081 million in the 2013 first quarter.
The quarter-over-quarter increase in segment revenues of $155 million was a result of $128 million of higher cost reimbursements revenue, a $12 million increase in franchise fees, $8 million of higher owned, leased, and other revenue, a $5 million increase in incentive management fees, and $2 million of higher base management fees. The quarter-over-quarter increase in segment results of $22 million across our business reflected a $12 million increase in franchise fees, $5 million of higher incentive management fees, a $2 million increase in base management fees, $2 million of higher owned, leased, corporate housing, and other revenue net of direct expenses, a $2 million decrease in general, administrative, and other expenses, and a $1 million increase in equity in earnings, partially offset by a $2 million increase in depreciation and amortization expense. For more information on the variances see the preceding sections beginning with “Revenues.”
In the 2014 first quarter, 36 percent of our managed properties paid incentive management fees to us versus 33 percent in the 2013 first quarter. Also, 34 International segment properties that did not earn any incentive management fees in the year-ago quarter earned a combined $4 million in incentive management fees in the 2014 first quarter. In addition, in the 2014 first quarter, 55 percent of our incentive fees came from properties outside the United States, versus 52 percent in the 2013 first quarter. In North America, 21 percent of managed properties paid incentive management fees to us in the 2014 first quarter, compared to 19 percent in the 2013 first quarter.
See “Statistics” below for detailed information on Systemwide RevPAR and Company-operated RevPAR by segment, region, and brand.
Compared to the 2013 first quarter, worldwide comparable company-operated house profit margins in the 2014 first quarter increased by 1.3 percentage points and worldwide comparable company-operated house profit per available room ("HP-PAR") increased by 10.6 percent on a constant U.S. dollar basis, reflecting higher occupancy, rate increases, and improved productivity. These same factors contributed to North American company-operated house profit margins increasing by 1.6 percentage points compared to the 2013 first quarter. HP-PAR at those same properties increased by 12.9 percent. International company-operated house profit margins increased by 0.7 percentage points, and HP-PAR at those properties increased by 6.3 percent reflecting increased demand and higher RevPAR in most locations and improved productivity.


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Summary of Properties by Brand
Including residential properties, we added 32 lodging properties (5,855 rooms) during the 2014 first quarter, while 14 properties (2,154 rooms) exited the system, increasing our total properties to 3,934 (679,321 rooms). These figures include 40 home and condominium products (4,228 units), for which we manage the related owners’ associations.
Unless otherwise indicated, our references to Marriott Hotels throughout this report include JW Marriott and Marriott Conference Centers, references to Renaissance Hotels include Renaissance ClubSport, and references to Fairfield Inn & Suites include Fairfield Inn.

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At March 31, 2014, we operated, franchised, and licensed the following properties by brand :
 
 
Company-Operated
 
Franchised / Licensed
 
Other (3)
Brand
Properties
 
Rooms
 
Properties
 
Rooms
 
Properties
 
Rooms
U.S. Locations
 
 
 
 
 
 
 
 
 
 
 
Marriott Hotels
130

 
67,762

 
182

 
55,534

 
—

 
—

Marriott Conference Centers
10

 
2,915

 
—

 
—

 
—

 
—

JW Marriott
15

 
9,735

 
7

 
2,911

 
—

 
—

Renaissance Hotels
33

 
15,035

 
41

 
11,805

 
—

 
—

Renaissance ClubSport
—

 
—

 
2

 
349

 
—

 
—

Gaylord Hotels
5

 
8,098

 
—

 
—

 
—

 
—

Autograph Collection
—

 
—

 
34

 
8,842

 
—

 
—

The Ritz-Carlton
37

 
11,040

 
—

 
—

 
—

 
—

The Ritz-Carlton-Residential (1)
30

 
3,598

 
—

 
—

 
—

 
—

Courtyard
274

 
43,127

 
563

 
74,991

 
—

 
—

Fairfield Inn & Suites
4

 
1,197

 
691

 
62,022

 
—

 
—

SpringHill Suites
29

 
4,582

 
281

 
31,852

 
—

 
—

Residence Inn
118

 
17,090

 
508

 
58,544

 
—

 
—

TownePlace Suites
19

 
2,123

 
203

 
19,964

 
—

 
—

Timeshare (2)
—

 
—

 
47

 
10,578

 
—

 
—

Total U.S. Locations
704

 
186,302

 
2,559

 
337,392

 
—

 
—

 
 
 
 
 
 
 
 
 
 
 
 
Non-U.S. Locations
 
 
 
 
 
 
 
 
 
 
 
Marriott Hotels
139

 
41,070

 
39

 
11,545

 
—

 
—

JW Marriott
38

 
13,982

 
4

 
1,016

 
—

 
—

Renaissance Hotels
54

 
17,772

 
24

 
7,037

 
—

 
—

Autograph Collection
3

 
584

 
18

 
2,543

 
5

 
348

The Ritz-Carlton
47

 
13,777

 
—

 
—

 
—

 
—

The Ritz-Carlton-Residential (1)
9

 
575

 
1

 
55

 
—

 
—

The Ritz-Carlton Serviced Apartments
4

 
579

 
—

 
—

 
—

 
—

EDITION
2

 
251

 
—

 
—

 
—

 
—

AC Hotels by Marriott
—

 
—

 
—

 
—

 
74

 
8,329

Bulgari Hotels & Resorts
2

 
117

 
1

 
85

 
—

 
—

Marriott Executive Apartments
28

 
4,423

 
—

 
—

 
—

 
—

Courtyard
63

 
13,300

 
56

 
9,898

 
—

 
—

Fairfield Inn & Suites
1

 
148

 
16

 
1,944

 
—

 
—

SpringHill Suites
—

 
—

 
2

 
299

 
—

 
—

Residence Inn
6

 
749

 
18

 
2,600

 
—

 
—

TownePlace Suites
—

 
—

 
2

 
278

 
—

 
—

Timeshare (2)
—

 
—

 
15

 
2,323

 
—

 
—

Total Non-U.S. Locations
396

 
107,327

 
196

 
39,623

 
79

 
8,677

 
 
 
 
 
 
 
 
 
 
 
 
Total
1,100

 
293,629

 
2,755

 
377,015

 
79

 
8,677

 
(1)
Represents projects where we manage the related owners’ association. We include residential products once they possess a certificate of occupancy.
(2)
Timeshare properties licensed by MVW under the Marriott Vacation Club, The Ritz-Carlton Destination Club, The Ritz-Carlton Residences, and Grand Residences by Marriott brand names. MVW's property and room counts are reported on a period-end basis for the MVW quarter ended March 28, 2014 and includes products that are in active sales as well as those that are sold out.
(3)
Properties operated by unconsolidated joint ventures that hold management agreements and also provide services to franchised properties.


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Total Lodging Properties by Segment
At March 31, 2014, we operated, franchised, and licensed the following properties by segment:
 
 
Total Lodging Properties
 
Properties
 
Rooms
 
U.S.
 
Non-U.S.
 
Total
 
U.S.
 
Non-U.S.
 
Total
North American Full-Service Segment (1)
 
 
 
 
 
 
 
 
 
 
 
Marriott Hotels
312

 
15

 
327

 
123,296

 
5,355

 
128,651

Marriott Conference Centers
10

 
—

 
10

 
2,915

 
—

 
2,915

JW Marriott
22

 
1

 
23

 
12,646

 
221

 
12,867

Renaissance Hotels
74

 
2

 
76

 
26,840

 
790

 
27,630

Renaissance ClubSport
2

 
—

 
2

 
349

 
—

 
349

Gaylord Hotels
5

 
—

 
5

 
8,098

 
—

 
8,098

Autograph Collection
34

 
1

 
35

 
8,842

 
233

 
9,075

The Ritz-Carlton
37

 
1

 
38

 
11,040

 
267

 
11,307

The Ritz-Carlton-Residential (2)
30

 
2

 
32

 
3,598

 
214

 
3,812

The Ritz-Carlton Serviced Apartments
—

 
—

 
—

 
—

 
—

 
—

 
526

 
22

 
548

 
197,624

 
7,080

 
204,704

North American Limited-Service Segment (1)
 
 
 
 
 
 
 
 
 
 
 
Courtyard
837

 
21

 
858

 
118,118

 
3,835

 
121,953

Fairfield Inn & Suites
695

 
14

 
709

 
63,219

 
1,610

 
64,829

SpringHill Suites
310

 
2

 
312

 
36,434

 
299

 
36,733

Residence Inn
626

 
20

 
646

 
75,634

 
2,928

 
78,562

TownePlace Suites
222

 
2

 
224

 
22,087

 
278

 
22,365

 
2,690

 
59

 
2,749

 
315,492

 
8,950

 
324,442

International Segment (1)
 
 
 
 
 
 
 
 
 
 
 
Marriott Hotels
—

 
163

 
163

 
—

 
47,260

 
47,260

JW Marriott
—

 
41

 
41

 
—

 
14,777

 
14,777

Renaissance Hotels
—

 
76

 
76

 
—

 
24,019

 
24,019

Autograph Collection (3)
—

 
25

 
25

 
—

 
3,242

 
3,242

Courtyard
—

 
98

 
98

 
—

 
19,363

 
19,363

Fairfield Inn & Suites
—

 
3

 
3

 
—

 
482

 
482

Residence Inn
—

 
4

 
4

 
—

 
421

 
421

AC Hotels by Marriott (3)
—

 
74

 
74

 
—

 
8,329

 
8,329

Marriott Executive Apartments
—

 
28

 
28

 
—

 
4,423

 
4,423

The Ritz-Carlton
—

 
46

 
46

 
—

 
13,510

 
13,510

Bulgari Hotels & Resorts
—

 
3

 
3

 
—

 
202

 
202

EDITION
—

 
2

 
2

 
—

 
251

 
251

The Ritz-Carlton-Residential (2)
—

 
8

 
8

 
—

 
416

 
416

The Ritz-Carlton Serviced Apartments
—

 
4

 
4

 
—

 
579

 
579

 
—

 
575

 
575

 
—

 
137,274

 
137,274

 
 
 
 
 
 
 
 
 
 
 
 
Timeshare (4)
47

 
15

 
62

 
10,578

 
2,323

 
12,901

 


 


 


 


 


 


Total
3,263

 
671

 
3,934

 
523,694

 
155,627

 
679,321

 
(1)
North American includes properties located in the United States and Canada. International includes properties located outside the United States and Canada.
(2)
Represents projects where we manage the related owners’ association. We include residential products once they possess a certificate of occupancy.
(3)
All AC Hotels by Marriott properties and five Autograph Collection properties included in this table are operated by unconsolidated joint ventures that hold management agreements and also provide services to franchised properties.
(4)
Timeshare properties licensed by MVW under the Marriott Vacation Club, The Ritz-Carlton Destination Club, The Ritz-Carlton Residences, and Grand Residences by Marriott brand names. MVW's property and room counts are reported on a period-end basis for the MVW quarter ended March 28, 2014 and includes products that are in active sales as well as those that are sold out.



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The following tables show occupancy, average daily rate, and RevPAR for comparable properties, for each of the brands in our North American Full-Service and North American Limited-Service segments, and for our International segment by region. Systemwide statistics include data from our franchised properties, in addition to our owned, leased, and managed properties.
 
Comparable Company-Operated
North American Properties (1)
 
Comparable Systemwide
North American Properties (1)
 
 
Three Months Ended
March 31, 2014
 
Change vs.
Three Months Ended March 31, 2013
 
Three Months Ended
March 31, 2014
 
Change vs.
Three Months Ended March 31, 2013
 
Marriott Hotels
 
 
 
 
 
 
 
 
Occupancy
73.1
%
 
1.7
%
pts. 
70.5
%
 
1.9
%
pts. 
Average Daily Rate
$
186.20

 
3.0
%
 
$
171.30

 
3.5
%
 
RevPAR
$
136.07

 
5.5
%
 
$
120.80

 
6.3
%
 
Renaissance Hotels
 
 
 
 
 
 
 
 
Occupancy
71.1
%
 
1.5
%
pts. 
69.9
%
 
2.2
%
pts. 
Average Daily Rate
$
172.46

 
1.5
%
 
$
157.92

 
2.6
%
 
RevPAR
$
122.63

 
3.8
%
 
$
110.37

 
5.9
%
 
Autograph Collection
 
 
 
 
 
 
 
 
Occupancy
*

 
*

 
75.8
%
 
1.5
%
pts.
Average Daily Rate
*

 
*

 
$
230.70

 
10.7
%
 
RevPAR
*

 
*

 
$
174.82

 
13.0
%
 
The Ritz-Carlton North America
 
 
 
 
 
 
 
 
Occupancy
72.5
%
 
1.0
%
pts. 
72.5
%
 
1.0
%
pts. 
Average Daily Rate
$
348.56

 
3.7
%
 
$
348.56

 
3.7
%
 
RevPAR
$
252.58

 
5.2
%
 
$
252.58

 
5.2
%
 
Composite North American Full-Service  
 
 
 
 
 
 
 
 
Occupancy
72.5
%
 
1.7
%
pts. 
70.7
%
 
1.9
%
pts. 
Average Daily Rate
$
199.70

 
2.8
%
 
$
182.24

 
3.6
%
 
RevPAR
$
144.87

 
5.3
%
 
$
128.88

 
6.5
%
 
Residence Inn
 
 
 
 
 
 
 
 
Occupancy
75.3
%
 
3.0
%
pts. 
75.4
%
 
2.1
%
pts. 
Average Daily Rate
$
129.90

 
2.0
%
 
$
126.03

 
2.8
%
 
RevPAR
$
97.75

 
6.2
%
 
$
94.97

 
5.7
%
 
Courtyard
 
 
 
 
 
 
 
 
Occupancy
66.5
%
 
2.9
%
pts. 
67.2
%
 
1.7
%
pts. 
Average Daily Rate
$
127.44

 
3.8
%
 
$
126.17

 
3.8
%
 
RevPAR
$
84.77

 
8.6
%
 
$
84.74

 
6.4
%
 
Fairfield Inn & Suites
 
 
 
 
 
 
 
 
Occupancy
nm

 
nm

pts. 
63.7
%
 
1.4
%
pts. 
Average Daily Rate
nm

 
nm

  
$
98.56

 
2.9
%
 
RevPAR
nm

 
nm

  
$
62.82

 
5.2
%
 
TownePlace Suites
 
 
 
 
 
 
 
 
Occupancy
68.9
%
 
7.1
%
pts. 
70.5
%
 
3.7
%
pts. 
Average Daily Rate
$
94.64

 
3.9
%
 
$
94.73

 
2.6
%
 
RevPAR
$
65.23

 
15.8
%
 
$
66.75

 
8.2
%
 
SpringHill Suites
 
 
 
 
 
 
 
 
Occupancy
69.6
%
 
1.4
%
pts. 
70.3
%
 
2.8
%
pts. 
Average Daily Rate
$
113.49

 
1.4
%
 
$
109.52

 
2.9
%
 
RevPAR
$
79.03

 
3.4
%
 
$
77.02

 
7.1
%
 
Composite North American Limited-Service
 
 
 
 
 
 
 
 
Occupancy
69.2
%
 
2.9
%
pts. 
69.0
%
 
2.0
%
pts. 
Average Daily Rate
$
126.04

 
3.2
%
 
$
116.82

 
3.1
%
 
RevPAR
$
87.23

 
7.7
%
 
$
80.62

 
6.2
%
 
Composite North American - All
 
 
 
 
 
 
 
 
Occupancy
71.2
%
 
2.2
%
pts. 
69.6
%
 
2.0
%
pts. 
Average Daily Rate
$
171.58

 
2.7
%
 
$
141.66

 
3.3
%
 
RevPAR
$
122.23

 
6.0
%
 
$
98.67

 
6.3
%
 

* There are no company-operated properties.
 nm means not meaningful as the brand is predominantly franchised.
(1)
Statistics include only properties located in the United States.

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Comparable Company-Operated
Properties
 
Comparable Systemwide
Properties
 
 
Three Months Ended
March 31, 2014
 
Change vs.
Three Months Ended March 31, 2013
 
Three Months Ended
March 31, 2014
 
Change vs.
Three Months Ended March 31, 2013
 
Caribbean and Latin America
 
 
 
 
 
 
 
 
Occupancy
77.7
%
 
2.5
 %
pts. 
73.1
%
 
2.5
 %
pts. 
Average Daily Rate
$
296.31

 
7.5
 %
 
$
248.27

 
6.2
 %
 
RevPAR
$
230.36

 
11.0
 %
 
$
181.37

 
9.9
 %
 
Europe
 
 
 
 
 
 
 
 
Occupancy
63.4
%
 
1.4
 %
pts. 
61.6
%
 
1.7
 %
pts. 
Average Daily Rate
$
181.47

 
0.3
 %
 
$
175.22

 
0.8
 %
 
RevPAR
$
115.08

 
2.6
 %
 
$
107.97

 
3.6
 %
 
Middle East and Africa
 
 
 
 
 
 
 
 
Occupancy
59.6
%
 
—
 %
pts. 
60.5
%
 
0.5
 %
pts. 
Average Daily Rate
$
202.06

 
(0.6
)%
 
$
196.10

 
(0.5
)%
 
RevPAR
$
120.44

 
(0.6
)%
 
$
118.65

 
0.4
 %
 
Asia Pacific
 
 
 
 
 
 
 
 
Occupancy
70.8
%
 
2.2
 %
pts. 
71.2
%
 
2.2
 %
pts. 
Average Daily Rate
$
182.05

 
2.9
 %
 
$
179.96

 
3.1
 %
 
RevPAR
$
128.90

 
6.3
 %
 
$
128.17

 
6.4
 %
 
Total International (1)
 
 
 
 
 
 
 
 
Occupancy
67.7
%
 
1.7
 %
pts. 
66.6
%
 
1.9
 %
pts. 
Average Daily Rate
$
200.98

 
2.7
 %
 
$
192.16

 
2.7
 %
 
RevPAR
$
136.07

 
5.3
 %
 
$
128.07

 
5.7
 %
 
Total Worldwide (2)
 
 
 
 
 
 
 
 
Occupancy
70.1
%
 
2.0
 %
pts. 
69.1
%
 
1.9
 %
pts. 
Average Daily Rate
$
180.57

 
2.7
 %
 
$
150.02

 
3.2
 %
 
RevPAR
$
126.61

 
5.8
 %
 
$
103.72

 
6.2
 %
 
 

(1)
Company-operated statistics include properties located outside of the United States and Canada for the Marriott Hotels, Renaissance Hotels, The Ritz-Carlton, Bulgari Hotels & Resorts, Autograph Collection, Courtyard, and Residence Inn brands. In addition to the foregoing brands, systemwide statistics also include properties located outside of the United States and Canada for Fairfield Inn & Suites brands.
(2)
Company-operated and systemwide statistics include properties worldwide for Marriott Hotels, Renaissance Hotels, Autograph Collection, Gaylord Hotels, The Ritz-Carlton, Bulgari Hotels & Resorts, Residence Inn, Courtyard, Fairfield Inn & Suites, TownePlace Suites, and SpringHill Suites brands.










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North American Full-Service includes Marriott Hotels, JW Marriott, The Ritz-Carlton, Renaissance Hotels, Gaylord Hotels, and Autograph Collection Hotels located in the United States and Canada.
 
Three Months Ended
 
 
($ in millions)
March 31, 2014
 
March 31, 2013
 
Change
2014/2013
Segment revenues
$
2,049

 
$
2,028

 
1
 %
Segment results
$
131

 
$
133

 
(2
)%
Since the 2013 first quarter, across our North American Full-Service segment we added 14 properties (3,341 rooms) and 11 properties (4,259 rooms) left the system.
First Quarter. For the three months ended March 31, 2014, compared to the three months ended March 31, 2013, RevPAR for comparable systemwide North American Full-Service properties increased by 6.5 percent to $128.88, occupancy for these properties increased by 1.9 percentage points to 70.7 percent, and average daily rates increased by 3.6 percent to $182.24.
The $2 million decrease in segment results, compared to the 2013 first quarter, was primarily driven by $3 million of higher depreciation and amortization expense, $1 million of lower incentive management fees, and $1 million of lower owned, leased, and other revenue net of direct expenses, partially offset by $3 million of higher franchise fees and $1 million of lower general, administrative and other expenses. The increase in depreciation and amortization expense was primarily a result of depreciation for a North American Full-Service property that we acquired in the 2013 fourth quarter. The decrease in owned, leased, and other revenue net of direct expenses primarily reflected $3 million of lower termination fees, $2 million of net lower results at several leased properties, partially offset by $3 million of revenue, net of direct expenses for a North American Full-Service property that we acquired in the 2013 fourth quarter. Higher franchise fees were a result of higher RevPAR growth due to increased demand and unit growth.
Cost reimbursements revenue and expenses for our North American Full-Service segment properties totaled $1,838 million in the 2014 first quarter, compared to $1,824 million in the 2013 first quarter.

North American Limited-Service includes Courtyard, Fairfield Inn & Suites, SpringHill Suites, Residence Inn, and TownePlace Suites located in the United States and Canada.
 
Three Months Ended
 
 
($ in millions)
March 31, 2014
 
March 31, 2013
 
Change
2014/2013
Segment revenues
$
667

 
$
608

 
10
%
Segment results
$
115

 
$
106

 
8
%
Since the 2013 first quarter, across our North American Limited-Service segment we added 107 properties (13,107 rooms) and 27 properties (2,834 rooms) left the system. The majority of the properties that left the system were Fairfield Inn & Suites and Residence Inn properties.
First Quarter. For the three months ended March 31, 2014, compared to the three months ended March 31, 2013, RevPAR for comparable systemwide North American Limited-Service properties increased by 6.2 percent to $80.62, occupancy for these properties increased by 2.0 percentage points to 69.0 percent, and average daily rates increased by 3.1 percent to $116.82.
The $9 million increase in segment results, compared to the 2013 first quarter, primarily reflected $8 million of higher franchise fees, driven by higher RevPAR due to increased demand, unit growth, and conversions to franchised from managed properties.
Cost reimbursements revenue and expenses for our North American Limited-Service segment properties totaled $511 million in the 2014 first quarter, compared to $461 million in the 2013 first quarter.

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International includes properties located outside the United States and Canada.
 
Three Months Ended
 
 
($ in millions)
March 31, 2014
 
March 31, 2013
 
Change
2014/2013
Segment revenues
$
520

 
$
445

 
17
%
Segment results
$
65

 
$
50

 
30
%
Since the 2013 first quarter, across our International segment we added 45 properties (9,772 rooms) and 13 properties (2,838 rooms) left the system.
First Quarter. For the three months ended March 31, 2014, compared to the three months ended March 31, 2013, RevPAR for comparable systemwide international properties increased by 5.7 percent to $128.07, occupancy for these properties increased by 1.9 percentage points to 66.6 percent, and average daily rates increased by 2.7 percent to $192.16. See "Business and Overview" for a discussion of results in the various International segment regions.
The $15 million increase in segment results, compared to the 2013 first quarter, consisted primarily of $5 million of higher incentive management fees, $3 million of higher base management and franchise fees, $3 million of higher owned, leased, and other revenue net of direct expenses, and $2 million of higher equity in earnings. Increased incentive management fees were primarily driven by higher property-level revenue which resulted in higher property-level income and margins, new unit growth, as well as recognition of an incentive fee for one property due to a contract revision. The increase in base management and franchise fees was driven by new unit growth and higher RevPAR due to increased demand, partially offset by the impact of unfavorable foreign exchange rates. The increase in owned, leased, and other revenue net of direct expenses largely reflected favorable results at several leased properties.
Cost reimbursements revenue and expenses for our International segment properties totaled $304 million in the 2014 first quarter, compared to $240 million in the 2013 first quarter.

SHARE-BASED COMPENSATION
Under our Stock and Cash Incentive Plan, we award: (1) stock options to purchase our common stock (“Stock Option Program”); (2) stock appreciation rights (“SARs”) for our common stock (“Stock Appreciation Right Program”); (3) restricted stock units (“RSUs”) of our common stock; and (4) deferred stock units. We grant awards at exercise prices or strike prices that equal the market price of our common stock on the date of grant.
During the 2014 first quarter, we granted 1.9 million RSUs, 0.2 million performance-based RSUs, 0.3 million SARs, and 0.1 million stock options. See Footnote No. 3, “Share-Based Compensation,” to our Financial Statements for more information.
NEW ACCOUNTING STANDARDS
We do not expect that accounting standard updates issued to date and that are effective after March 31, 2014, will have a material effect on our Financial Statements.

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LIQUIDITY AND CAPITAL RESOURCES
Cash Requirements and Our Credit Facilities
Our Credit Facility provides for $2,000 million of aggregate effective borrowings to support general corporate needs, including working capital, capital expenditures, share repurchases, and letters of credit. The availability of the Credit Facility also supports our commercial paper program. Borrowings under the Credit Facility generally bear interest at LIBOR (the London Interbank Offered Rate) plus a spread, based on our public debt rating. We also pay quarterly fees on the Credit Facility at a rate based on our public debt rating. The term of the facility expires on July 18, 2018.
The Credit Facility contains certain covenants, including a single financial covenant that limits our maximum leverage (consisting of the ratio of Adjusted Total Debt to Consolidated EBITDA, each as defined in the Credit Facility) to not more than 4 to 1. Our outstanding public debt does not contain a corresponding financial covenant or a requirement that we maintain certain financial ratios. We currently satisfy the covenants in our Credit Facility and public debt instruments, including the leverage covenant under the Credit Facility, and do not expect the covenants to restrict our ability to meet our anticipated borrowing and guarantee levels or increase those levels should we decide to do so in the future.
We believe the Credit Facility and our access to capital markets, together with cash we expect to generate from operations, remain adequate to meet our short-term and long-term liquidity requirements, finance our long-term growth plans, meet debt service, and fulfill other cash requirements.
We issue commercial paper in the United States. We do not have purchase commitments from buyers for our commercial paper; therefore, our ability to issue commercial paper is subject to market demand. We classify any outstanding commercial paper and Credit Facility borrowings as long-term debt based on our ability and intent to refinance them on a long-term basis. We reserve unused capacity under our Credit Facility to repay outstanding commercial paper borrowings in the event that the commercial paper market is not available to us for any reason when outstanding borrowings mature. We do not expect fluctuations in the demand for commercial paper to affect our liquidity, given our borrowing capacity under the Credit Facility.
At March 31, 2014, our available borrowing capacity amounted to $1,199 million and reflected borrowing capacity of $1,015 million under our Credit Facility and our cash balance of $184 million. We calculated that borrowing capacity by taking $2,000 million of effective aggregate bank commitments under our Credit Facility and subtracting $984 million of outstanding commercial paper and $1 million of outstanding letters of credit under our Credit Facility.
We monitor the status of the capital markets and regularly evaluate the effect that changes in capital market conditions may have on our ability to execute our announced growth plans. We expect to continue meeting part of our financing and liquidity needs primarily through commercial paper borrowings, issuances of Senior Notes, and access to long-term committed credit facilities. If conditions in the lodging industry deteriorate, or if disruptions in the capital markets take place as they did in the immediate aftermath of both the 2008 worldwide financial crisis and the events of September 11, 2001, we may be unable to place some or all of our commercial paper on a temporary or extended basis and may have to rely more on borrowings under the Credit Facility, which we believe will be adequate to fund our liquidity needs, including repayment of debt obligations, but which may or may not carry a higher cost than commercial paper. Since we continue to have ample flexibility under the Credit Facility’s covenants, we expect that undrawn bank commitments under the Credit Facility will remain available to us even if business conditions were to deteriorate markedly.
Cash and cash equivalents totaled $184 million at March 31, 2014, an increase of $58 million from year-end 2013, reflecting cash inflows associated with the following: dispositions ($292 million) primarily related to The London EDITION sale (see Footnote No. 12, "Acquisitions and Dispositions" for more information on our dispositions), operating cash inflows ($182 million), increased borrowings related to the issuance of commercial paper ($149 million), common stock issuances ($57 million), loan collections, net of loan advances ($6 million), and net other investing cash inflows ($4 million). The following cash outflows partially offset these cash inflows: purchase of treasury stock ($320 million), Protea escrow deposit ($192 million) related to the transfer of cash to a

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third party for the Protea acquisition (see Footnote No. 12, "Acquisitions and Dispositions" for additional information), capital expenditures ($61 million), dividend payments ($50 million), contract acquisition costs ($6 million), long-term debt repayments ($2 million), and equity and cost method investments ($1 million).
Our ratio of current assets to current liabilities was 0.6 to 1.0 at the end of the 2014 first quarter. We minimize working capital through cash management, strict credit-granting policies, and aggressive collection efforts. We also have significant borrowing capacity under our Credit Facility should we need additional working capital.
We made capital expenditures of $61 million in the 2014 first quarter and $70 million in the 2013 first quarter that included expenditures related to the development and construction of new hotels and acquisitions of hotel properties, as well as improvements to existing properties and systems initiatives. We expect investment spending for the 2014 full year will total approximately $800 million to $1 billion, including approximately $150 million for maintenance capital spending and $193 million for Protea. See Footnote No. 12, "Acquisitions and Dispositions" for additional information on the April 1, 2014 acquisition of Protea. Investment spending also includes other capital expenditures (including property acquisitions), loan advances, contract acquisition costs, and equity and other investments. See our Condensed Consolidated Statements of Cash Flows for information on investment spending for the 2014 first quarter.
Over time, we have sold lodging properties, both completed and under development, subject to long-term management agreements. The ability of third-party purchasers to raise the debt and equity capital necessary to acquire such properties depends in part on the perceived risks inherent in the lodging industry and other constraints inherent in the capital markets as a whole. We monitor the status of the capital markets and regularly evaluate the potential impact of changes in capital market conditions on our business operations. We expect to continue making selective and opportunistic investments to add units to our lodging business, which may include loans and noncontrolling equity investments.
Fluctuations in the values of hotel real estate generally have little impact on our overall business results because: (1) we own less than one percent of hotels that we operate or franchise; (2) management and franchise fees are generally based upon hotel revenues and profits rather than current hotel property values; and (3) our management agreements generally do not terminate upon hotel sale or foreclosure.
From time to time we make loans to owners of hotels that we operate or franchise. Loan collections, net of loan advances, amounted to $6 million in the 2014 first quarter and $17 million in the 2013 first quarter. In the 2014 first quarter, our notes receivable balance for senior, mezzanine, and other loans decreased by $5 million, primarily reflecting collections on two MVW notes receivable issued to us in 2011 in conjunction with the Timeshare spin-off.
Spin-off Cash Tax Benefits
As noted in Footnote No. 2, “Income Taxes,” all tax matters that could affect the Company's cash tax benefits related to the 2011 spin-off of our timeshare operations and timeshare development business were resolved in 2013, and we expect that the spin-off will result in our realization through 2015 of approximately $480 million of cash tax benefits, relating to the value of the timeshare business. We realized $363 million of those benefits through 2013, and expect to realize approximately $60 million of further cash tax benefits in the remainder of 2014.
Contractual Obligations
As of the end of the 2014 first quarter, there have been no significant changes to our “Contractual Obligations” table in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of our 2013 Form 10-K, other than those resulting from changes in the amount of outstanding debt discussed below.
At the end of the 2014 first quarter, debt increased by $103 million to $3,302 million, compared to $3,199 million at year-end 2013, and reflected a $150 million increase in commercial paper borrowings, partially offset by decreases of $47 million in other debt (which includes capital leases) primarily related to the sale of our right to acquire the landlord’s interest in a leased real estate property and certain attached assets of the property. At the end of the 2014 first quarter, future debt payments plus interest (not including capital leases) totaled $3,769 million and

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are due as follows: $94 million in 2014; $422 million in 2015; $373 million in 2016; $358 million in 2017; $1,040 million in 2018; and $1,482 million thereafter.
Our financial objectives include diversifying our financing sources, optimizing the mix and maturity of our long-term debt, and reducing our working capital. At the end of the 2014 first quarter, our long-term debt had an average interest rate of 3.3 percent and an average maturity of approximately 4.8 years. The ratio of fixed-rate long-term debt to total long-term debt was 0.7 to 1.0 at the end of the 2014 first quarter.
Guarantee Commitments
There have been no significant changes to our “Guarantee Commitments” table in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of our 2013 Form 10-K, other than those described below resulting from changes in the amount of guarantees where we are the primary obligor.
At the end of the 2014 first quarter, guarantees where we are the primary obligor increased by $300 million to $499 million, compared to $199 million at year-end 2013, and reflected a $313 million increase in other guarantees primarily related to the new "put option" agreement we entered into in the 2014 first quarter with the lenders for a construction loan extended to a hotel ownership group, partially offset by a $7 million decrease in operating profit guarantees and a $6 million decrease in debt service guarantees. At the end of the 2014 first quarter, future guarantee commitment expirations are as follows: $28 million in 2014; $1 million in 2015; $13 million in 2016; $42 million in 2017; $333 million in 2018; and $82 million thereafter.
See the "Guarantees" caption in Footnote No. 10, "Contingencies" for additional information on our guarantees.
Share Repurchases
We purchased 7.0 million shares of our common stock during the 2014 first quarter, at an average price of $50.79 per share. As of March 31, 2014, 32.3 million shares remained available for repurchase under authorizations from our Board of Directors. See Part II, Item 2 of this report for more information on our share repurchases.
Dividends
On February 14, 2014, our Board of Directors declared a quarterly cash dividend of $0.17 per share, which we paid on March 28, 2014 to shareholders of record on February 28, 2014.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Our preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect reported amounts and related disclosures. We have discussed those policies and estimates that we believe are critical and require the use of complex judgment in their application in our 2013 Form 10-K. Since the date of our 2013 Form 10-K, there have been no material changes to our critical accounting policies or the methodologies or assumptions we apply under them.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk
Our exposure to market risk has not materially changed since December 31, 2013.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
As of the end of the period covered by this quarterly report, we evaluated, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)). Management necessarily applied its judgment in assessing the costs and benefits of those controls and procedures, which by their nature, can provide only reasonable assurance about management’s control objectives. You should note that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and we cannot assure you that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. Based upon this evaluation, our Chief Executive Officer and the Chief Financial Officer concluded that our disclosure controls and procedures were effective and operating to provide reasonable assurance that we record, process, summarize and report the information we are required to disclose in the reports that we file or submit under the Exchange Act within the time periods specified in the rules and forms of the SEC, and to provide reasonable assurance that we accumulate and communicate such information to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions about required disclosure.
Internal Control Over Financial Reporting
We made no changes in internal control over financial reporting during the 2014 first quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings
See the information under "Legal Proceedings" in Footnote No. 10, "Contingencies" to our Financial Statements in Part I, Item 1 of this Form 10-Q.
From time to time, we are also subject to other legal proceedings and claims in the ordinary course of business, including adjustments proposed during governmental examinations of the various tax returns we file. While management presently believes that the ultimate outcome of these proceedings, individually and in the aggregate, will not materially harm our financial position, cash flows, or overall trends in results of operations, legal proceedings are inherently uncertain, and unfavorable rulings could, individually or in aggregate, have a material adverse effect on our business, financial condition, or operating results.
Item 1A. Risk Factors
We are subject to various risks that could have a negative effect on us or on our financial condition. You should understand that these risks could cause results to differ materially from those expressed in forward-looking statements contained in this report or in other Company communications. Because there is no way to determine in advance whether, or to what extent, any present uncertainty will ultimately impact our business, you should give equal weight to each of the following:
Our industry is highly competitive, which may impact our ability to compete successfully with other hotel properties for customers. We generally operate in markets that contain numerous competitors. Each of our hotel brands competes with major hotel chains in national and international venues and with independent companies in regional markets. Our ability to remain competitive and to attract and retain business and leisure travelers depends on our success in distinguishing the quality, value, and efficiency of our lodging products and services, including our loyalty programs and consumer-facing technology platforms and services, from those offered by others. If we cannot compete successfully in these areas, our operating margins could contract, our market share could decrease, and our earnings could decline.
Economic uncertainty could continue to impact our financial results and growth. Weak economic conditions in Europe and other parts of the world, the strength or continuation of recovery in countries that have experienced improved economic conditions, potential disruptions in the U.S. economy as a result of governmental action or inaction on the federal deficit, budget, and related issues, including the recent U.S. federal government shutdown, political instability in some areas, and the uncertainty over how long any of these conditions will continue, could continue to have a negative impact on the lodging industry. U.S. government travel is also a significant part of our business, and this aspect of our business will likely continue to suffer due to recent U.S. federal spending cuts and any further limitations that may result from congressional action or inaction. As a result of such current economic conditions and uncertainty, we continue to experience weakened demand for our hotel rooms in some markets. Recent improvements in demand trends in other markets may not continue, and our future financial results and growth could be further harmed or constrained if the recovery stalls or conditions worsen. Further, new lodging supply in individual markets could have a negative impact on the hotel industry and hamper our ability to increase room rates or occupancy in those markets.
Operational Risks
Premature termination of our management or franchise agreements could hurt our financial performance. Our hotel management and franchise agreements may be subject to premature termination in certain circumstances, such as the bankruptcy of a hotel owner or franchisee, or a failure under some agreements to meet specified financial or performance criteria that are subject to the risks described in this section, which the Company fails or elects not to cure. In addition, some courts have applied principles of agency law and related fiduciary standards to managers of third-party hotel properties, including us (or have interpreted hotel management agreements as “personal services contracts”). This means, among other things, that property owners may assert the right to terminate management agreements even where the agreements provide otherwise, and some courts have upheld such assertions regarding

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our management agreements and may do so in the future. In the event of any such termination, we may need to enforce our right to damages for breach of contract and related claims, which may cause us to incur significant legal fees and expenses. Any damages we ultimately collect could be less than the projected future value of the fees and other amounts we would have otherwise collected under the management agreement. A significant loss of agreements due to premature terminations could hurt our financial performance or our ability to grow our business.
Our lodging operations are subject to global, regional, and national conditions. Because we conduct our business on a global platform, our activities are affected by changes in global and regional economies. In recent years, our business has been hurt by decreases in travel resulting from weak economic conditions and the heightened travel security measures that have resulted from the threat of further terrorism. Our future performance could be similarly affected by the economic environment in each of the regions in which we operate, the resulting unknown pace of business travel, and the occurrence of any future incidents in those regions.
The growing significance of our operations outside of the United States also makes us increasingly susceptible to the risks of doing business internationally, which could lower our revenues, increase our costs, reduce our profits, or disrupt our business. We currently operate or franchise hotels and resorts in 71 countries, and our operations outside the United States represented approximately 18 percent of our revenues in the 2014 first quarter. We expect that the international share of our total revenues will continue to increase in future years. As a result, we are increasingly exposed to the challenges and risks of doing business outside the United States, which could reduce our revenues or profits, increase our costs, result in significant liabilities or sanctions, or otherwise disrupt our business. These challenges include: (1) compliance with complex and changing laws, regulations and policies of governments that may impact our operations, such as foreign ownership restrictions, import and export controls, and trade restrictions; (2) compliance with U.S. and foreign laws that affect the activities of companies abroad, such as anti-corruption laws, competition laws, currency regulations, and laws affecting dealings with certain nations; (3) limitations on our ability to repatriate non-U.S. earnings in a tax effective manner; (4) the difficulties involved in managing an organization doing business in many different countries; (5) uncertainties as to the enforceability of contract and intellectual property rights under local laws; (6) rapid changes in government policy, political or civil unrest in the Middle East and elsewhere, acts of terrorism, or the threat of international boycotts or U.S. anti-boycott legislation; and (7) currency exchange rate fluctuations.
Our new programs and new branded products may not be successful. We cannot assure you that recently launched, newly acquired, or recently announced brands, such as EDITION, AC Hotels by Marriott in the Americas, Gaylord Hotels, Protea Hotels, Moxy Hotels or any other new programs or products we may launch in the future will be accepted by hotel owners, potential franchisees, or the traveling public or other customers. We also cannot be certain that we will recover the costs we incurred in developing or acquiring the brands or any new programs or products, or that the brands or any new programs or products will be successful. In addition, some of our new brands involve or may involve cooperation and/or consultation with one or more third parties, including some shared control over product design and development, sales and marketing, and brand standards. Disagreements with these third parties could slow the development of these new brands and/or impair our ability to take actions we believe to be advisable for the success and profitability of such brands.
Risks relating to natural or man-made disasters, contagious disease, terrorist activity, and war could reduce the demand for lodging, which may adversely affect our revenues. So called “Acts of God,” such as hurricanes, earthquakes, tsunamis, and other natural disasters and man-made disasters in recent years, such as Hurricane Sandy in the Northeastern United States, the earthquake and tsunami in Japan, and the spread of contagious diseases in locations where we own, manage, or franchise significant properties and areas of the world from which we draw a large number of customers, could cause a decline in the level of business and leisure travel and reduce the demand for lodging. Actual or threatened war, terrorist activity, political unrest, or civil strife, such as recent events in Ukraine and Russia, the Middle East, and other geopolitical uncertainty could have a similar effect. Any one or more of these events may reduce the overall demand for hotel rooms and corporate apartments or limit the prices that we can obtain for them, both of which could adversely affect our profits.
Disagreements with the owners of the hotels that we manage or franchise may result in litigation or may delay implementation of product or service initiatives. Consistent with our focus on management and franchising, we own very few of our lodging properties. The nature of our responsibilities under our management agreements to manage

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each hotel and enforce the standards required for our brands under both management and franchise agreements may be subject to interpretation and will from time to time give rise to disagreements, which may include disagreements over the need for or payment for new product or service initiatives. Such disagreements may be more likely when hotel returns are weaker. We seek to resolve any disagreements in order to develop and maintain positive relations with current and potential hotel owners and joint venture partners but are not always able to do so. Failure to resolve such disagreements has resulted in litigation, and could do so in the future. If any such litigation results in a significant adverse judgment, settlement, or court order, we could suffer significant losses, our profits could be reduced, or our future ability to operate our business could be constrained.
Our business depends on the quality and reputation of our brands, and any deterioration in the quality or reputation of these brands could have an adverse impact on our market share, reputation, business, financial condition, or results of operations. Events that may be beyond our control could affect the reputation of one or more of our properties or more generally impact the reputation of our brands. If the reputation or perceived quality of our brands declines, our market share, reputation, business, financial condition, or results of operations could be affected.
Actions by our franchisees and licensees could adversely affect our image and reputation. We franchise and license many of our brand names and trademarks to third parties in connection with lodging, timeshare, and residential services. Under the terms of their agreements with us, our franchisees and licensees interact directly with customers and other third parties under our brand and trade names. If these franchisees or licensees fail to maintain or act in accordance with applicable brand standards, experience operational problems, or project a brand image inconsistent with ours, our image and reputation could suffer. Although our franchise and license agreements provide us with recourse and remedies in the event of a breach by the franchisee or licensee, including termination of the agreements under certain circumstances, pursuing any such recourse, remedy, or termination could be expensive and time consuming. In addition, we cannot assure you that a court would ultimately enforce our contractual termination rights in every instance.
Damage to, or losses involving, properties that we own, manage, or franchise may not be covered by insurance. We have comprehensive property and liability insurance policies with coverage features and insured limits that we believe are customary. Market forces beyond our control may nonetheless limit the scope of the insurance coverage we can obtain or our ability to obtain coverage at reasonable rates. Certain types of losses, generally of a catastrophic nature, such as earthquakes, hurricanes and floods, or terrorist acts, or liabilities that result from breaches in the security of our information systems may be uninsurable or too expensive to justify obtaining insurance. As a result, we may not be successful in obtaining insurance without increases in cost or decreases in coverage levels. In addition, in the event of a substantial loss, the insurance coverage we carry may not be sufficient to pay the full market value or replacement cost of our lost investment or that of hotel owners or in some cases could result in certain losses being totally uninsured. As a result, we could lose some or all of the capital we have invested in a property, as well as the anticipated future revenue from the property, and we could remain obligated for guarantees, debt, or other financial obligations for the property.
Development and Financing Risks
While we are predominantly a manager and franchisor of hotel properties, our hotel owners depend on capital to buy, develop, and improve hotels, and our hotel owners may be unable to access capital when necessary. In order to fund new hotel investments, as well as refurbish and improve existing hotels, both the Company and current and potential hotel owners must periodically spend money. The availability of funds for new investments and improvement of existing hotels by our current and potential hotel owners depends in large measure on capital markets and liquidity factors, over which we can exert little control. The difficulty of obtaining financing on attractive terms can, at times, be constrained by the capital markets for hotel and real estate investments. In addition, owners of existing hotels that we franchise or manage may have difficulty meeting required debt service payments or refinancing loans at maturity.
Our growth strategy depends upon third-party owners/operators, and future arrangements with these third parties may be less favorable. Our growth strategy for development of additional lodging facilities entails entering into and maintaining various arrangements with property owners. The terms of our management agreements,

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franchise agreements, and leases for each of our lodging facilities are influenced by contract terms offered by our competitors, among other things. We cannot assure you that any of our current arrangements will continue or that we will be able to enter into future collaborations, renew agreements, or enter into new agreements in the future on terms that are as favorable to us as those that exist today.
Our ability to grow our management and franchise systems is subject to the range of risks associated with real estate investments. Our ability to sustain continued growth through management or franchise agreements for new hotels and the conversion of existing facilities to managed or franchised Marriott brands is affected, and may potentially be limited, by a variety of factors influencing real estate development generally. These include site availability, financing, planning, zoning and other local approvals, and other limitations that may be imposed by market and submarket factors, such as projected room occupancy, changes in growth in demand compared to projected supply, territorial restrictions in our management and franchise agreements, costs of construction, and anticipated room rate structure.
Our development activities expose us to project cost, completion, and resale risks. We develop new hotel and residential properties, and previously developed timeshare interval and fractional ownership properties, both directly and through partnerships, joint ventures, and other business structures with third parties. As demonstrated by the 2009 and 2011 impairment charges for our former Timeshare business, our ongoing involvement in the development of properties presents a number of risks, including that: (1) continued weakness in the capital markets may limit our ability, or that of third parties with whom we do business, to raise capital for completion of projects that have commenced or for development of future properties; (2) properties that we develop could become less attractive due to decreases in demand for hotel and residential properties, market absorption or oversupply, with the result that we may not be able to sell such properties for a profit or at the prices or selling pace we anticipate, potentially requiring additional changes in our pricing strategy that could result in further charges; (3) construction delays, cost overruns, lender financial defaults, or so called “Acts of God” such as earthquakes, hurricanes, floods, or fires may increase overall project costs or result in project cancellations; and (4) we may be unable to recover development costs we incur for any projects that we do not pursue to completion.
Development activities that involve our co-investment with third parties may result in disputes that could increase project costs, impair project operations, or increase project completion risks. Partnerships, joint ventures, and other business structures involving our co-investment with third parties generally include some form of shared control over the operations of the business and create added risks, including the possibility that other investors in such ventures could become bankrupt or otherwise lack the financial resources to meet their obligations, or could have or develop business interests, policies, or objectives that are inconsistent with ours. Although we actively seek to minimize such risks before investing in partnerships, joint ventures, or similar structures, actions by another investor may present additional risks of project delay, increased project costs, or operational difficulties following project completion. Such disputes may also be more likely in difficult business environments.
Risks associated with development and sale of residential properties associated with our lodging properties or brands may reduce our profits. In certain hotel and timeshare projects we participate, directly or through noncontrolling interests and/or licensing agreements, in the development and sale of residential properties associated with our brands, including residences and condominiums under our The Ritz-Carlton, EDITION, JW Marriott, Autograph Collection, and Marriott brand names and trademarks. Such projects pose further risks beyond those generally associated with our lodging businesses, which may reduce our profits or compromise our brand equity, including the following: (1) the continued weakness in residential real estate and demand generally may continue to reduce our profits and could make it more difficult to convince future hotel development partners of the value added by our brands; (2) increases in interest rates, reductions in mortgage availability, or increases in the costs of residential ownership could prevent potential customers from buying residential products or reduce the prices they are willing to pay; and (3) residential construction may be subject to warranty and liability claims, and the costs of resolving such claims may be significant.
Some hotel openings in our existing development pipeline and approved projects may be delayed or not result in new hotels, which could adversely affect our growth prospects. At the end of the 2014 first quarter we reported over 1,200 hotels in our development pipeline, which includes hotels under construction and under signed contracts, as well as 186 hotels approved for development but not yet under signed contracts. The eventual opening of the

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hotels in our development pipeline and, in particular, the hotels approved for development that are not yet under contract, is subject to numerous risks, including in some cases the owner’s or developer’s ability to obtain adequate financing or governmental or regulatory approvals. Accordingly, we cannot assure you that our development pipeline, and in particular hotels approved for development, will result in new hotels that enter our system, or that those hotels will open when we anticipate.
Planned transactions that we announce may be delayed, not occur at all, or involve unanticipated costs. From time to time we announce transactions that we expect will close at a future date, such as the disposition of our EDITION hotels in Miami Beach and New York upon completion of construction. If the conditions to consummating these transactions are neither satisfied nor waived by the time we expect, the closings could be delayed or not occur at all. In addition, the EDITION contracts are for a fixed purchase price based upon the estimated total development costs for the hotels and we will not recover any development costs in excess of the agreed purchase price, so we will bear those development costs to the extent that they are higher than we anticipated when we agreed to the transaction.
Technology, Information Protection, and Privacy Risks
A failure to keep pace with developments in technology could impair our operations or competitive position. The lodging industry continues to demand the use of sophisticated technology and systems, including those used for our reservation, revenue management, and property management systems, our Marriott Rewards and The Ritz-Carlton Rewards programs, and technologies we make available to our guests. These technologies and systems must be refined, updated, and/or replaced with more advanced systems on a regular basis, and if we cannot do so as quickly as our competitors or within budgeted costs and time frames, our business could suffer. We also may not achieve the benefits that we anticipate from any new technology or system, and a failure to do so could result in higher than anticipated costs or could impair our operating results.
An increase in the use of third-party Internet services to book online hotel reservations could adversely impact our business. Some of our hotel rooms are booked through Internet travel intermediaries such as Expedia.com®, Travelocity.com®, and Orbitz.com®, as well as lesser-known online travel service providers. These intermediaries initially focused on leisure travel, but now also provide offerings for corporate travel and group meetings. Although Marriott’s Look No Further® Best Rate Guarantee has helped prevent customer preference shift to the intermediaries and greatly reduced the ability of intermediaries to undercut the published rates at our hotels, intermediaries continue to use a variety of aggressive online marketing methods to attract customers, including the purchase, by certain companies, of trademarked online keywords such as “Marriott” from Internet search engines such as Google®, Bing®, Yahoo®, and Baidu® to steer customers toward their websites (a practice that has been challenged by various trademark owners in federal court). Although Marriott has successfully limited these practices through contracts with key online intermediaries, the number of intermediaries and related companies that drive traffic to intermediaries’ websites is too large to permit us to eliminate this risk entirely. In addition, recent class action litigation against several online travel intermediaries and lodging companies, including Marriott, challenges the legality under antitrust law of contract provisions that support programs such as Marriott's Look No Further® Best Rate Guarantee, and we cannot assure you that the courts will ultimately uphold such provisions. Our business and profitability could be harmed if online intermediaries succeed in significantly shifting loyalties from our lodging brands to their travel services, diverting bookings away from Marriott.com, or through their fees increasing the overall cost of Internet bookings for our hotels.
Failure to maintain the integrity of internal or customer data could result in faulty business decisions, operational inefficiencies, damage to our reputation and/or subject us to costs, fines, or lawsuits. Our businesses require collection and retention of large volumes of internal and customer data, including credit card numbers and other personally identifiable information of our customers in various information systems that we maintain and in those maintained by third parties with whom we contract to provide services, including in areas such as human resources outsourcing, website hosting, and various forms of electronic communications. We and third parties who provide services to us also maintain personally identifiable information about our employees. The integrity and protection of that customer, employee, and company data is critical to us. If that data is inaccurate or incomplete, we could make faulty decisions. Our customers and employees also have a high expectation that we and our service providers will adequately protect their personal information. The information, security, and privacy requirements

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imposed by governmental regulation and the requirements of the payment card industry are also increasingly demanding, in both the United States and other jurisdictions where we operate. Our systems or our franchisees' systems may not be able to satisfy these changing requirements and employee and customer expectations, or may require significant additional investments or time in order to do so. Efforts to hack or breach security measures, failures of systems or software to operate as designed or intended, viruses, operator error, or inadvertent releases of data may materially impact our and our service providers' information systems and records. Our reliance on computer, Internet-based and mobile systems and communications and the frequency and sophistication of efforts by hackers to gain unauthorized access to such systems have increased significantly in recent years. A significant theft, loss, or fraudulent use of customer, employee, or company data could adversely impact our reputation and could result in remedial and other expenses, fines, or litigation. Breaches in the security of our information systems or those of our franchisees or service providers or other disruptions in data services could lead to an interruption in the operation of our systems, resulting in operational inefficiencies and a loss of profits.
Changes in privacy law could adversely affect our ability to market our products effectively. We rely on a variety of direct marketing techniques, including email marketing, online advertising, and postal mailings. Any further restrictions in laws such as the CANSPAM Act, and various U.S. state laws, or new federal laws on marketing and solicitation or international data protection laws that govern these activities could adversely affect the continuing effectiveness of email, online advertising, and postal mailing techniques and could force further changes in our marketing strategy. If this occurs, we may not be able to develop adequate alternative marketing strategies, which could impact the amount and timing of our sales of certain products. We also obtain access to potential customers from travel service providers or other companies with whom we have substantial relationships and market to some individuals on these lists directly or by including our marketing message in the other company’s marketing materials. If access to these lists was prohibited or otherwise restricted, our ability to develop new customers and introduce them to our products could be impaired.
Other Risks
Changes in laws and regulations could reduce our profits or increase our costs. Our businesses are subject to a wide variety of laws, regulations, and policies in jurisdictions around the world, including those for financial reporting, taxes, healthcare, and the environment. Changes to these laws, regulations, and policies, including those associated with health care, tax or financial reforms, could reduce our profits. Further, we anticipate that many of the jurisdictions in which we do business will continue to review tax and other revenue raising laws, regulations, and policies, and any resulting changes could impose new restrictions, costs, or prohibitions on our current practices and reduce our profits. In particular, governments may revise tax laws, regulations, or official interpretations in ways that could have a significant impact on us, including modifications that could reduce the profits that we can effectively realize from our non-U.S. operations, or that could require costly changes to those operations, or the way in which they are structured. For example, most U.S. company effective tax rates reflect the fact that income earned and reinvested outside the United States is generally taxed at local rates, which are often much lower than U.S. tax rates. If changes in tax laws, regulations, or interpretations significantly increase the tax rates on non-U.S. income, our effective tax rate could increase and our profits could be reduced. If such increases resulted from our status as a U.S. company, those changes could place us at a disadvantage to our non-U.S. competitors if those competitors remain subject to lower local tax rates.
If we cannot attract and retain talented associates, our business could suffer. We compete with other companies both within and outside of our industry for talented personnel. If we cannot recruit, train, develop, and retain sufficient numbers of talented associates, we could experience increased associate turnover, decreased guest satisfaction, low morale, inefficiency, or internal control failures. Insufficient numbers of talented associates could also limit our ability to grow and expand our businesses. Any shortage of skilled labor could also require higher wages that would increase our labor costs, which could reduce our profits of our third-party owners.
Delaware law and our governing corporate documents contain, and our Board of Directors could implement, anti-takeover provisions that could deter takeover attempts. Under the Delaware business combination statute, a stockholder holding 15 percent or more of our outstanding voting stock could not acquire us without Board of Director consent for at least three years after the date the stockholder first held 15 percent or more of the voting stock. Our governing corporate documents also, among other things, require supermajority votes for mergers and

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similar transactions. In addition, our Board of Directors could, without stockholder approval, implement other anti-takeover defenses, such as a stockholder’s rights plan.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(a)
Unregistered Sale of Securities
None.
(b)
Use of Proceeds
None.
(c)
Issuer Purchases of Equity Securities
(in millions, except per share amounts)
 
 
 
 
 
 
 
 
Period
 
Total Number
of Shares
Purchased
 
Average Price
per Share
 
Total Number of
Shares Purchased as Part of Publicly
Announced Plans or
Programs (1)
 
Maximum Number
of Shares That May Yet Be Purchased
Under the Plans or
Programs (1)
January 1, 2014 - January 31, 2014
 
3.0

 
$
49.43

 
3.0

 
11.3

February 1, 2014 - February 28, 2014
 
2.0

 
$
48.88

 
2.0

 
34.3

March 1, 2014 - March 31, 2014
 
2.0

 
$
54.86

 
2.0

 
32.3

 
(1) 
On February 14, 2014, we announced that our Board of Directors increased, by 25 million shares, the authorization to repurchase our common stock. Prior to that authorization, we had announced on February 15, 2013, that our Board of Directors had increased, by 25 million shares, the authorization to repurchase our common stock. As of March 31, 2014, 32.3 million shares remained available for repurchase under Board approved authorizations. We may repurchase shares in the open market or in privately negotiated transactions.


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Item 6. Exhibits
 
Exhibit
No.
  
Description
  
Incorporation by Reference
(where a report is indicated below, that
document has been previously filed with
the SEC and the applicable exhibit is
incorporated by reference thereto)
3.1
  
Restated Certificate of Incorporation.
  
Exhibit No. 3.(i) to our Form 8-K filed August 22, 2006 (File No. 001-13881).
 
 
 
3.2
  
Amended and Restated Bylaws.
  
Exhibit No. 3.(i) to our Form 8-K filed November 12, 2008 (File No. 001-13881).
 
 
 
 
 
10
 
Asset Purchase and Sale Agreement for The New York EDITION between MI NY Clock Tower, LLC (a wholly-owned subsidiary of Marriott International, Inc.) and Black Slate B 2013, LLC, dated January 7, 2014.
 
Exhibit No. 10.1 to our Form 8-K filed January 8, 2014 (File No. 001-13881).
 
 
 
 
 
12
  
Statement of Computation of Ratio of Earnings to Fixed Charges.
  
Filed with this report.
 
 
 
31.1
  
Certification of Chief Executive Officer Pursuant to Rule 13a-14(a).
  
Filed with this report.
 
 
 
31.2
  
Certification of Chief Financial Officer Pursuant to Rule 13a-14(a).
  
Filed with this report.
 
 
 
32
  
Section 1350 Certifications.
  
Furnished with this report.
 
 
 
101.INS
  
XBRL Instance Document.
  
Submitted electronically with this report.
 
 
 
101.SCH
  
XBRL Taxonomy Extension Schema Document.
  
Submitted electronically with this report.
 
 
 
101.CAL
  
XBRL Taxonomy Calculation Linkbase Document.
  
Submitted electronically with this report.
 
 
 
101.DEF
  
XBRL Taxonomy Extension Definition Linkbase Document.
  
Submitted electronically with this report.
 
 
 
101.LAB
  
XBRL Taxonomy Label Linkbase Document.
  
Submitted electronically with this report.
 
 
 
101.PRE
  
XBRL Taxonomy Presentation Linkbase Document.
  
Submitted electronically with this report.
We have attached the following documents formatted in XBRL (Extensible Business Reporting Language) as Exhibit 101 to this report: (i) the Condensed Consolidated Statements of Income for the three months ended March 31, 2014 and March 31, 2013; (ii) the Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2014 and March 31, 2013; (iii) the Condensed Consolidated Balance Sheets at March 31, 2014, and December 31, 2013; and (iv) the Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2014 and March 31, 2013.


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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.
 30th day of April, 2014
 
/s/ Arne M. Sorenson
Arne M. Sorenson
President and Chief Executive Officer
 
/s/ Carl T. Berquist
Carl T. Berquist
Executive Vice President and
Chief Financial Officer


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