UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 18, 2012
MARRIOTT INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 1-13881 | 52-2055918 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 10400 Fernwood Road, Bethesda, Maryland | 20817 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (301) 380-3000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| ITEM 2.02. | Results of Operations and Financial Condition. |
Marriott International, Inc. (“Marriott”), at its Security Analyst Meeting which is being webcast today, Monday, June 18, 2012 from approximately 7:30 p.m. to midnight Eastern Daylight Time (EDT), from Beijing, China, is providing enhanced disclosure of information in the following areas: (1) for fiscal years 2007 through 2011, incentive management fee revenue by region; (2) for fiscal years 2010 and 2011, the composition of owned, leased, corporate housing and other revenue, net of direct expenses; and (3) adjusted return on invested capital for fiscal year 2011. These disclosures appear in Exhibit 99.1 to this report and are incorporated herein by reference.
The presentations will take place in Beijing, China from approximately 7:30 a.m. to noon local time on June 19, 2012. A live webcast of the meeting, presentation materials, and an audio replay will be available on the Marriott’s investor relations website at http://www.marriott.com/investor (click on “Recent & Upcoming Events” and then click on the “Security Analyst Meeting” link).
| ITEM 7.01. | Regulation FD Disclosure. |
Marriott today also issued a press release describing certain other information that will be presented as part of its Security Analyst Meeting. A copy of Marriott’s press release is attached as Exhibit 99.2 and incorporated herein by reference.
The materials presented at the Security Analyst Meeting, which are available at Marriott’s investor relations website as described in Item 2.02 above, include certain non-GAAP financial measures and the related reconciliations of the non-GAAP financial measures to the most directly related comparable GAAP measures.
| ITEM 9.01. | Financial Statements and Exhibits. |
(d) Exhibits. The following exhibits are furnished with this report:
Exhibit 99.1 – Disclosure of certain historical information for fiscal years 2007 through 2011.
Exhibit 99.2 – Press release issued on June 18, 2012.
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SIGNATURE
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 hereunto duly authorized.
| MARRIOTT INTERNATIONAL, INC. | ||||
| Date: June 18, 2012 | By: | /s/ Bancroft Gordon | ||
| Bancroft Gordon | ||||
| Secretary | ||||
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EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Disclosure of certain historical information for fiscal years 2007 through 2011. | |
| 99.2 | Press release issued June 18, 2012. | |
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