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2006 Annual Report

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Audit of Employee Stock Ownership Plan Transaction<br />

The IRS is currently auditing the Company’s federal tax returns<br />

for the 2000, 2001 and 2002 fiscal years. As part of that audit, the<br />

IRS is reviewing a leveraged employee stock ownership plan<br />

(“ESOP”) feature of the Company’s Employees’ Profit Sharing,<br />

Retirement and Savings Plan and Trust (the “Plan”) that was<br />

implemented in a transaction (the “ESOP Transaction”) on June<br />

13, 2000. Principal and interest on the debt related to the transaction<br />

was forgiven over a 26-month period as a mechanism for<br />

funding Company contributions of elective deferrals and matching<br />

contributions to the Plan. The Company claimed federal<br />

income tax deductions for the forgiven principal on the debt in<br />

the amount of $1 billion over that period, along with forgiven<br />

interest on the debt. The benefit related to the tax deductions<br />

was reflected in equity and did not flow through the provision<br />

for income taxes.<br />

Based on discussions with the IRS during the course of the<br />

audit, the IRS may seek to disallow some or all of the deductions<br />

related to the ESOP Transaction, and may seek to impose other<br />

taxes, penalties, and interest, including excise taxes for prohibited<br />

transactions under Section 4975 of the Internal Revenue<br />

Code of 1986, as amended. In a January 19, 2007, letter to the<br />

Company, the U.S. Department of Labor confirmed that it is<br />

reviewing the ESOP Transaction. The Company has retained<br />

counsel to assist with the audit process and to respond to any<br />

claims or assessments the IRS or Department of Labor issues.<br />

Although we are early in the process of closing this audit, we do<br />

not expect the result of the audit to have a material impact on<br />

either equity for any lost deductions or earnings for interest or<br />

penalties, if any, related to the ESOP Transaction.<br />

19 | LEASES<br />

We have summarized our future obligations under operating<br />

leases at year-end <strong>2006</strong>, below:<br />

Fiscal Year ($ in millions)<br />

2007 $ 143<br />

2008 139<br />

2009 129<br />

2010 122<br />

2011 115<br />

Thereafter<br />

Total minimum lease payments<br />

833<br />

where we are the primary obligor $1,481<br />

Most leases have initial terms of up to 20 years and contain<br />

one or more renewal options, generally for five- or 10-year periods.<br />

These leases provide for minimum rentals and additional<br />

rentals based on our operations of the leased property. The total<br />

minimum lease payments above include $460 million, representing<br />

obligations of consolidated subsidiaries that are nonrecourse<br />

to Marriott International, Inc.<br />

As discussed in Footnote No. 8,“Acquisitions and<br />

Dispositions,” we became secondarily liable for annual rent payments<br />

for certain of these hotels when we acquired the<br />

Renaissance Hotel Group N.V. in 1997. We continue to manage<br />

16 of these hotels under new long-term management agreements;<br />

however, due to certain provisions in the management<br />

agreements, we account for these contracts as operating leases.<br />

CTF has placed approximately $89 million in trust accounts to<br />

cover possible shortfalls in cash flow necessary to meet rent<br />

payments under these leases. In turn, we released CTF affiliates<br />

from their guarantees in connection with these leases.<br />

Approximately $69 million remained in these trust accounts at<br />

year-end <strong>2006</strong>. Minimum lease payments relating to these<br />

leases, which are not reflected in the $1,481 million above, are as<br />

follows: $35 million in 2007; $35 million in 2008; $36 million in<br />

2009; $36 million in 2010; $32 million in 2011; and $214 million<br />

thereafter, for a total of $388 million.<br />

Rent expense associated with operating leases consisted of:<br />

($ in millions) <strong>2006</strong> 2005 2004<br />

Minimum rentals $253 $211 $216<br />

Additional rentals 109 86 93<br />

$362 $297 $309<br />

We have summarized our future obligations under capital<br />

leases at year-end <strong>2006</strong>, below:<br />

Fiscal Year ($ in millions)<br />

2007 $ 9<br />

2008 79<br />

2009 1<br />

2010 1<br />

2011 1<br />

Thereafter 8<br />

Total minimum lease payments 99<br />

Less: Amount representing interest (11)<br />

Present value of net minimum lease payments $ 88<br />

The accompanying Consolidated Balance Sheet for year-end<br />

<strong>2006</strong>, included $81 million in the “Liabilities of assets held for<br />

sale” caption that represented the present value of net minimum<br />

lease payments associated with one property that was “held for<br />

sale,” and it also included $7 million in the “Long-term debt” caption<br />

that represented the present value of net minimum lease<br />

payments associated with other capital leases. The accompanying<br />

Consolidated Balance Sheet for year-end 2005 included<br />

$9 million in the “Long-term debt” caption and $1 million in the<br />

“Current portion of long-term debt” caption that represented<br />

the present value of net minimum lease payments associated<br />

with capital leases.<br />

20 | BUSINESS SEGMENTS<br />

We are a diversified hospitality company with operations in six<br />

business segments:<br />

3 North American Full-Service Lodging, which includes the<br />

Marriott Hotels & Resorts, JW Marriott Hotels & Resorts,<br />

Marriott Conference Centers, Renaissance Hotels &<br />

Resorts, and Renaissance ClubSport brands located in the<br />

continental United States and Canada;<br />

3 North American Limited-Service Lodging, which includes<br />

the Courtyard, Fairfield Inn, SpringHill Suites, Residence<br />

Inn, TownePlace Suites and Marriott ExecuStay brands<br />

located in the continental United States and Canada;<br />

3 International Lodging, which includes Marriott Hotels &<br />

Resorts, JW Marriott Hotels & Resorts, Renaissance Hotels<br />

& Resorts, Courtyard, Fairfield Inn, Residence Inn, Ramada<br />

International and Marriott Executive Apartments brands<br />

located outside the continental United States and Canada;<br />

MARRIOTT INTERNATIONAL, INC. <strong>2006</strong> | 59

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