Please see the pages from 47 to 50 of Marriott International Inc’s Annual Report and answer questions. Now you are familiar with income statement and other financial reports. The tabl

S E E T H E W O R L D

MARRIOTT INTERNATIONAL, INC. 2012 ANNuAL REpORT

ASIA PACIFIC EUROPE MIDDLE EAST &

AFRICA THE AMERICAS

OUR STRATEgy

NEXT gENERATION TRAVELERS

Understand and attract Gen X, Y and future guests

OWNER PREFERENCE

Generate value for our hotel owners and franchisees

BRAND DISTINCTION

Invest in innovation and differentiation

PORTFOLIO POWER

Build loyalty with the most compelling family of brands

TECHNOLOgy LEADERSHIP

Empower connections for guests and associates

gLOBAL gROWTH

Expand our footprint and profitability

74 Countries 3,801 Properties 660,394 Rooms

gLOBAL gROWTH

Marriott International at a Glance

yEAR ENDINg 2012

Properties Open Rooms 3,339 550,319

HOTELS UNDER DEVELOPMENT

Hotels Rooms 574 75,500

yEAR ENDINg 2012

Properties Open Rooms 137 44,829

HOTELS UNDER DEVELOPMENT

Hotels Rooms 140 37,000

yEAR ENDINg 2012

Properties Open Rooms 284 53,321

HOTELS UNDER DEVELOPMENT

Hotels Rooms 37 6,600

yEAR ENDINg 2012

Properties Open Rooms 41 11,925

HOTELS UNDER DEVELOPMENT

Hotels Rooms 41 10,100

POWERFUL BRANDS

LUXURy

THE RITz-CaRlTOn®

THE RITz-CaRlTOn DEsTInaTIOn ClUB®

BvlGaRI®

JW MaRRIOTT®

LIFESTyLE/ COLLECTIONS

EDITIOn®

aUTOGRaPH COllECTIOn®

REnaIssanCE®

aC HOTEls

SIgNATURE

MaRRIOTT HOTEls & REsORTs®

MODERN ESSENTIALS

COURTYaRD®

sPRInGHIll sUITEs®

FaIRFIElD Inn & sUITEs®

EXTENDED STAy

REsIDEnCE Inn®

TOWnEPlaCE sUITEs®

MaRRIOTT EXECUTIvE aPaRTMEnTs®

DESTINATION ENTERTAINMENT

GaYlORD HOTEls®

MaRRIOTT vaCaTIOn ClUB®

GRanD REsIDEnCEs BY MaRRIOTT®

201220112010

$1 ,1

85 $1 ,3

03

$1 ,4

20

TOTAL FEES (Dollars in millions)

201220112010

61 8,

10 4

64 3,

19 6

66 0,

39 4

TOTAL ROOMS

201220112010

14 %

13 %

35 %

RETURN ON INVESTED CAPITAL1

A Message From the Executive Chairman This year’s annual report invites you to “See the World,” featuring iconic landmarks around the globe. We’re working hard to make sure you can do just that by staying in our hotels. When I started as chief executive officer in 1972, we had one hotel outside the U.S., in Acapulco, Mexico. Today, we have more than 600 properties out- side the U.S., and nearly 70 percent of our hotel rooms under construction are beyond North America’s shores. It’s an exciting time to be in the lodging business.

2012 was an outstanding year; my first as the company’s executive chairman. Our strong performance is a tribute to the commitment and hard work of our associates all around the world and the exceptional quality of our properties. As we continue to evolve as a company, we’re staying true to our core values — Putting People First, Pursuing Excellence, Embracing Change, Acting with Integrity and Serving Our World. Our strength lies in these values and helps propel our vision of making Marriott the #1 hospitality company in the world.

“Take care of your associates and they’ll take care of the guests” was the philosophy of our founder, my father — J. Willard Marriott. At Marriott, caring for people and the community is part of who we are. Around the globe, we

offer our associates fair treatment, respect and oppor- tunities for personal and professional growth. We know that when we feel valued and respected, it helps make our guests feel that way too.

Marriott has a longstanding reputation for excellent customer service, which dates back to the start of our company more than 85 years ago. To fulfill our vision, Marriott continually seeks innovative and creative ways to meet the needs of guests. We maintain high stan- dards in every aspect of our business, from human rights to environmental and social sustainability. We’re gratified to regularly earn recognition for our commitment to our customers and associates.

We empower our associates to get involved in community service projects and initiatives all over the world. As we grow globally, Marriott is focused on critical areas of need where we can serve the communities where we operate … shelter and food, the environment, readiness for work, the well-being of children and global diversity and inclusion. Worldwide in 2012, our associates raised $4.3 million for their communities during company-spon- sored events and volunteered nearly 460,000 hours.

Last year, I visited more than 200 hotels across the globe. Wherever I travel, I see the dedication, passion and pride that our associates display every day. This is who we are; our business is to welcome travelers. We don’t manufacture machines or produce consumer goods. We provide outstanding service, fabulous desti- nations and exceptional experiences.

On behalf of all associates, we invite you to join us. And when you do, we’ll be there to welcome you at our more than 3,800 properties across the globe. Wishing you great travels!

J.W. Marriott, Jr. Executive Chairman and Chairman of the Board

1 See page 92 for additional information on this non-GAAP measure, including a reconciliation, our reasons for providing this measure and limitations on its use.

Arne M. Sorenson President and Chief Executive Officer

2 MArrIOTT INTErNATIONAL, INC. 2012

Officially recognized as the world’s tallest hotel at a height of

355 meters, only 26 meters short of the Empire State Building

in New York City, the JW Marriott® Marquis® is Dubai’s world-

class convention and business destination hotel.

To Our Shareholders It’s exciting to be at the helm of such a tremendous company, working with a talented and experienced team to grow the business and increase shareholder value. I appreciate Bill Marriott’s confidence and support.

More of you are traveling internationally than ever — in 2012, the United Nations’ World Tourism Organization reported that more than 1 billion trips were taken by people who traveled outside their borders. We are setting our sights to get to 2 billion! It’s an ambitious goal; that’s why I joined the board of Brand USA, and attended the

World Economic Forum in Davos, Switzerland, where we urged governments around the world to adopt “smart visa” policies to stimulate global travel. Travel creates jobs and spurs economic growth. From Turkey to China; from russia to the United Arab Emirates; and in the U.S., governments are increasingly thinking about interna- tional travel and tourism as trade, and they are working to remove barriers and be more strategic in granting visas and welcoming visitors.

2012 PERFORMANCE HIGHLIGHTS 2012 was an excellent year for our company. Here are some of the highlights:

3 For the full year 2012, diluted earnings per share (EPS) totaled $1.72. Adjusting the prior year for the timeshare spin-off and other charges, EPS increased 31 percent and adjusted Earnings Before Interest Expense, Taxes, Depreciation and Amortization (EBITDA) rose 16 percent.1 Full year fee revenue totaled $1.4 billion matching peak 2007 levels. Incentive management fees alone rose 19 percent. return on invested capital reached 35 percent in 2012.1

3 revenue Per Available room (revPAr) for the com- pany’s worldwide comparable systemwide properties increased more than 6 percent in 2012 and average daily rates rose nearly 4 percent. We saw revPAr improve around the world despite economic weakness in Europe and political uncertainty in the Middle East. In North America, a strengthening economy and mod- est industry supply growth pushed both room rates and revPAr higher.

3 Marriott rewards,® our award-winning guest loyalty program, and our new The ritz-Carlton rewards® pro- gram, together surpassed 41 million members accounting for more than half of our room nights worldwide.

3 Marriott.com, one of the top consumer retail sites in the world, accounted for more than $8.1 billion in property-level gross revenues in 2012.

3 During 2012, we opened 125 properties with over 27,000 rooms. We acquired the Gaylord brand with valuable long-term management agreements; opened high-profile hotels such as the JW Marriott Essex House in New York City; increased our Autograph Collection distribution now spanning four continents; and expanded our Greater China hotel portfolio to 62 properties. Our hotel development organization had an outstanding year signing a record 57,000 rooms worldwide. Our worldwide pipeline of rooms under construction, approved for development or pending conversion reached nearly 130,000 rooms.

3 Our portfolio of luxury brands — BVLGArI Hotels & resorts, The ritz-Carlton, JW Marriott, and our latest luxury lifestyle brand, EDITION,, together reached over 180 properties and more than 50,000 rooms worldwide.

1 See pages 18 and 92-95 for additional information on these non-GAAP measures, including reconciliations, our reasons for providing these mea- sures and limitations on their use.

MArrIOTT INTErNATIONAL, INC. 2012 3

3 We repurchased 31 million shares in 2012 for approxi- mately $1.2 billion. Including $191 million in dividends, we returned more than $1.3 billion to shareholders during the year.

STRATEGY FOR SUCCESS As we grow globally, we remain committed to the endur- ing core values that set us apart, and the talented people who make this company great. Our vision remains to be the best hospitality company in the world. Our strategy combines our unique culture with an extensive portfolio of global brands, a customer-focused sales organization, tremendous guest loyalty and a broad distribution of hotels at multiple price points. By focusing on manag- ing and franchising hotels, rather than owning them, we drive strong shareholder value and high return on invested capital.

With 18 lodging brands our portfolio power allows us to meet the development strategies of individual owners and franchisees and propel distribution and growth. By emphasizing brand distinction under the Marriott International umbrella, guests can stay with us even as their travel needs and budgets change.

Our flagship brand, Marriott Hotels & resorts, continues to broaden its leadership and distribution around the world while changing to meet new customer expecta- tions. New service initiatives and a marketing campaign will be introduced in 2013. The new lobby concept, already available in more than 200 hotels, should be found everywhere by 2015.

Our luxury brands are thriving with a new ritz-Carlton in Vienna, Austria and the star-studded opening of the JW Marriott Marquis Dubai, the tallest hotel in the world. EDITION, our newest luxury lifestyle brand, combines an energetic atmosphere, attitude and style, showcasing some of the best dining and entertainment options. Sophisticated public spaces, finishes, design and details serve the experience, instead of driving it. The EDITION London is scheduled to open in 2013. Other EDITION hotels are planned for Los Angeles, Calif.; New York, N.Y.; Miami Beach, Fla.; Abu Dhabi in the United Arab Emirates; Sanya, China; Gurgaon, India; and Bangkok, Thailand.

Our acquisition of the Gaylord brand and hotel manage- ment company in 2012 adds fuel to our already leading group and meeting portfolio. These incredible hotels bring a fresh, new focus on entertainment, lots of great opportunities to surprise and delight our guests, and enhance our leadership in the major meeting market. Gaylord should benefit from Marriott’s strong reservation system, sales organization, frequent traveler program, and back-of-the-house systems.

Since the launch of the Autograph Collection three years ago, the brand already has nearly 40 hotels open and another 22 in the development pipeline. From gilded palaces to modernist icons to exotic escapes, every

hotel is a landmark of individuality. As a member of the Autograph Collection, owners of independent hotels can take advantage of Marriott’s powerful distribution and marketing channels while remaining unique.

Demand for our Modern Essentials brands — Courtyard, Fairfield Inn & Suites, residence Inn, SpringHill Suites and TownePlace Suites — is increasing in North America as well as globally. There are significant opportunities for FairfieldSM with unique market-driven designs in India and Brazil, while our SpringHill Suites brand will soon reach a milestone 300th hotel with its first property in New York City. Celebrating its 30th anni versary, Courtyard’s rapid growth around the world should allow this power brand to reach 1,000 hotels by year-end 2014.

In early March,2 we announced our newest brand, MOXY HOTELS,SM a European economy 3-star concept that appeals to the fast emerging millennial traveler, combin- ing contemporary stylish design, approach able service and affordable prices. We expect to add 150 franchised MOXY properties over the next 10 years.

LOOKING AHEAD We are focused on next generation travelers. Nearly half the people on this planet are under the age of 25. They will increasingly be our new customers, and what they want, we will deliver. That includes technol- ogy leadership and mobility, along with style, choices and experiences.

We’re also ramping up mobile booking and other flexible, intuitive technologies, and we’re building and investing in social media to better understand — and deliver — what guests want. In 2012, FORTUNE® named us to its “Social Media Star” list, which recognizes com- panies for their innovative use of social media to improve their businesses.

We are very well positioned to keep driving global growth. Our four continental regions — The Americas, including the Caribbean and Latin America; Asia Pacific; Europe, the Middle East and Africa — all saw major growth in 2012 (see highlights from each region begin- ning on page 4). Our continental structure provides close-to-market leadership — a key driver to our success. Our increasing nimbleness allows us to be efficient and insightful about markets and cultures around the world.

If we get all these things right — and we will — we’ll continue to be rewarded with hotel owner preference, sharing our success with our trusted partners.

On behalf of our hotels and the 325,000 associates at managed and franchised properties around the world, we invite you to “See the World” and stay with us.

2 MOXY launched March 5, 2013 and is not included in the brands listed on the “Marriott International at a Glance” page.

The Americas

The Americas continues to produce dynamic results across our brand portfolio. In North America, we added full-service hotels through conversions, new Autograph Collection hotels, and the addition of the Gaylord brand. New build development for our Modern Essentials

David J. Grissen President,The Americas

and Extended Stay brands is a major catalyst for growth. In the Caribbean and Latin America, we expect to nearly double our footprint by the end of 2017. South America, especially Brazil, is very strong with focus on the Fairfield and Courtyard brands.

Located in the heart of Cusco’s historic district, the JW Marriott Cusco in Peru stands at

11,154 feet above sea level, the company’s highest-altitude hotel. Situated at the gateway

of the Andes mountain sanctuary Machu Picchu, the hotel features a highly customized

design built around a colonial church and ancient Inca artifacts found on the site.

15 Brands 3,339 Open Properties in 27 Countries

574 Hotels Under Development

HOW WE SERvE OUR WORLD

n In the Americas, we provide a World of Oppor tunity to disadvantaged youth and adults through hospitality training and employment. Our partnerships include Back on My Feet, a nonprofit that uses running to help members of the homeless community get back on their feet and into jobs, includ- ing at our Marriott hotels. Through the Bridges From School to Work® program, we are training and employing young

people with disabilities. And our hotels in Brazil and Mexico are providing vulner- able youth with life and employment skills through the Youth Career Initiative (YCI).

n Through the Children’s Miracle Network Hospitals, our associates have raised nearly $90 million over nearly 30 years, including more than $5.4 million in 2012, to support healthcare for children and their families.

n To preserve the environment, we have protected 1.4 million acres of rainforest in the Amazon. Our $2 million contribution to the Amazonas Sustainable Foundation has supported sustainable liveli- hoods, schools, and medical sup- port for the residents.

4 MArrIOTT INTErNATIONAL, INC. 2012

Major Hotel Openings: JW Marriott Hotel Cusco – Peru • JW Marriott Essex House – New York, N.Y. • Gaylord Hotels – Grapevine, Texas; Kissimmee, Fla.; Nashville, Tenn.; National Harbor, Md.

MArrIOTT INTErNATIONAL, INC. 2012 5

Simon F. Cooper President and Managing Director Asia Pacific

Asia Pacific

The Ritz-Carlton, Okinawa in Japan is known locally as “Gusuku,” which means “guest house.”

The Ritz-Carlton expresses in the landscape and architecture the peaceful, caring and friend-

ship spirit – “Keion” – of the Okinawan people. The Shurijo motif is symbolic of Okinawa with

its traditional red clay tile roofs, white walls and holy water pond.

With our focus on development in China and India, our Asia Pacific region is grow- ing dramatically. Our hotel pipeline in China should allow us to open — on aver- age — one new hotel a month for the next

Major Hotel Openings: The Ritz-Carlton, Okinawa – Japan • Guangzhou Marriott Hotel Tianhe – China • The Stones Hotel – Legian Bali, Autograph Collection – Indonesia

five years. In India, we expect to grow from 16 to more than 50 hotels by 2015, including Fairfield by Marriott,SM which was specifically designed for that market.

9 Brands 137 Open Properties in 12 Countries

140 Hotels Under Development

HOW WE SERvE OUR WORLD

In southwestern China’s Sichuan Province, we’re helping protect the source of fresh water for more than 2 billion people by investing $500,000 over two years in part- nership with Conservation International. The initiative promotes sustainable jobs — such as beekeeping and honey production — to lessen the impact on the water supply. Nobility of Nature honey is being sold

in nearly all Marriott hotels throughout China and Hong Kong, with a portion of the proceeds going back to support the program. Worldwide, our ritz-Carlton hotels help youth gain life skills and an introduction to hotel careers through our award-winning Succeed through Service partnership with local schools in disadvan- taged communities.

Amy C. McPherson President and Managing Director Europe

Europe

6 MArrIOTT INTErNATIONAL, INC. 2012

The Renaissance Barcelona Hotel is just a few steps away from Paseo de Gracia and is sur-

rounded by an entire universe of shopping, leisure and cultural attractions. Its sun-drenched

roof-top terrace and bar offers spectacular views of the Barcelona skyline. The Renaissance

Barcelona Hotel is distinguished by its high level of service and contemporary decoration.

We are three years into our five-year growth goal to double our portfolio in Europe by adding 40,000 rooms, opened or signed by year-end 2015. We are almost halfway there, driven by some major new growth platforms. With AC Hotels by Marriott,SM our joint venture Lifestyle/Collections brand, we’ve built brand presence in Southern Europe with 79 hotels in Spain, Italy, Portugal and France. With more

than 60 percent of total hotels in Europe operating independently, the Autograph Collection is a significant pillar for growth and we now have 18 open or signed in the region. With our new Courtyard prototype, we are expanding into Eastern Europe with russia becoming our fourth largest source market in Europe. And with our newest brand, MOXY HOTELS, we aim to capture those looking for “style on a budget.”

13 Brands 284 Open Properties in 25 Countries

37 Hotels Under Development

HOW WE SERvE OUR WORLD

Through World of Opportunity Europe our hotels are helping young people by providing employment skills training and vocational opportunities through a variety of charitable partners, including SOS Children’s Villages in Continental Europe and The Prince’s Trust Fairbridge

program in the United Kingdom. In 2012, our hotels contributed $300,000, volun- teered nearly 4,000 hours of time and sponsored more than 250 young people across Europe in vocational training and employment courses.

Major Hotel Openings: Renaissance Barcelona Hotel – Spain • JW Marriott Hotel Absheron Baku – Azerbaijan • The Ritz-Carlton, Vienna – Austria

Alex Kyriakidis President and Managing Director Middle East & Africa

Middle East & Africa

MArrIOTT INTErNATIONAL, INC. 2012 7

The Courtyard by Marriott Riyadh Diplomatic Quarter is the first of the brand in Saudi

Arabia. It is in the heart of Riyadh’s Diplomatic Quarter at the Al-Hada District and will

provide a new level of functionality and comfort to the Kingdom.

Marriott International opened its first hotel in this region, the riyadh Marriott Hotel in Saudi Arabia, in 1980. In 2012, we opened what will be one of the premier destina- tions in the Middle East, the JW Marriott Marquis Dubai — the world’s tallest hotel

and Dubai’s world-class convention and business hotel. We also celebrated the grand opening of Courtyard by Marriott riyadh Diplomatic Quarter in Saudi Arabia, which is the first Courtyard hotel in the country.

7 Brands 41 Open Properties in 10 Countries

41 Hotels Under Development

HOW WE SERvE OUR WORLD

In 2012, we announced our partnership with The Akilah Institute for Women to train 15 young women from rwanda to work in the hotel industry. After year-long paid internships in our Dubai hotels, they will return to rwanda to open the new

Kigali Marriott in late 2013. Through our partnership with Akilah we will have skilled local talent who can fill employment posi- tions at our hotel in Kigali and worldwide as they grow their careers with Marriott.

Major Hotel Openings: JW Marriott Marquis Dubai – United Arab Emirates • Courtyard by Marriott riyadh Diplomatic Quarter – Saudi Arabia

8 MArrIOTT INTErNATIONAL, INC. 2012

The Manila Marriott Hotel in the Philippines boasts a stunning lobby with a sophisticated

ambiance and a variety of seating configurations that provide inviting and comfortable

spaces to relax, work and socialize.

11

FISCAL YEAR ENDED DECEMBER 28, 2012

Page No.

Risk Factors Management’s Discussion and Analysis of Financial Condition and Results of Operations Quantitative and Qualitative Disclosures About Market Risk Financial Statements Shareholder Return Performance Graph Quarterly Financial Data Selected Historical Financial Data Non-GAAP Financial Measures Reconciliations Management's Reports Reports of Independent Registered Public Accounting Firm

3 9

45 47 89 90 91 92 96 97

22

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3

Risk Factors.

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 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.

Risks and Uncertainties

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, 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 our business could suffer if budget-related decisions reduce the amount of travel by U.S. government employees and contractors or place restrictions on aspects of travel. 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.

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