Fitch Affirms Marriott's IDR at 'BBB'; Outlook Stable

  Fitch Affirms Marriott's IDR at 'BBB'; Outlook Stable

Business Wire

NEW YORK -- January 31, 2013

Fitch Ratings has affirmed Marriott International Inc.'s (Marriott) Issuer
Default Rating (IDR) at 'BBB'. The Rating Outlook remains Stable. A full list
of rating actions follows at the end of the release.

Positive Industry Fundamentals

Lodging demand trends remain strong, although growth is beginning to slightly
moderate. The affirmation reflects the recovery continuing to mature in 2013
with a conservative base care scenario of 4.5% U.S. RevPAR growth. U.S. RevPAR
grew 6.8% in 2012, according to Smith Travel. Fitch expects Marriott to grow
in line with, or slightly better than, the industry average. A majority of the
RevPAR improvement will be driven by Average Daily Rate (ADR) increases as
Fitch believes occupancy levels are near peak levels.

Low expected supply growth will also contribute to greater pricing power for
Marriott and other lodging operators. Fitch believes that supply growth has
reached a trough, with supply growing at 0.5% in 2012. However, Fitch expects
U.S. supply growth will remain below 1% in 2013 and well below its long-term
historical average of 2% in 2014.

The ratings incorporate Fitch's current macroeconomic outlook, including
annual U.S. GDP growth of 2.2% and 2.3% in 2013 and 2014, with world economic
growth at 2% and 2.9% over the same time frame. Fitch recognizes the cyclical
nature of the lodging industry and the potential for heightened global
macroeconomic risk, but believes that Marriott is in a good position to
withstand negative downward pressure outside of Fitch's current expectations.

Leverage Below Target Levels

Fitch expects management to remain committed to credit metrics in line with a
'BBB' rating. Adjusted for the $350 million senior notes issued in the fourth
quarter of 2012 (4Q'12), Fitch calculates pro forma 3Q'12 lease-adjusted
leverage of 2.9x.

As expected, the company has focused its capital allocation policies on growth
initiatives and shareholder-friendly activities. The company bought back $880
million of shares through Sept. 7, 2012. It also increased its investment
spending in 2012, mostly driven by the Gaylord acquisition and increased capex
related to new hotel construction and improvements to existing hotels. Fitch
expects the company to maintain capital allocation policies within Fitch's
target lease-adjusted leverage level of 3.0x, so a shift in financial policies
above this range would be considered outside of current ratings.

However, there is room in the rating for cyclical weakness or a leveraging
transaction that temporarily brings credit metrics outside of the leverage
target, as long as Fitch forecasts a return to lease-adjusted leverage of 3.0x
or below within roughly 12-18 months.

For a discussion and reconciliation of adjusted credit metrics and contingency
risk for U.S. Lodging C-Corps, refer to Fitch's report, 'Inn the Footnotes,'
dated Jan. 7, 2011 (link below).

Continued Focus on a Capital-Efficient Model

The ratings consider Marriott's long-term focus on a capital-efficient,
asset-light, recurring-fee business model. Fitch estimates that roughly 90% of
Marriott's profit (revenue net of direct costs) is now generated from
management or franchise fees.

This past year Marriott acquired the Gaylord brand and management company for
$210 million. Ryman Hospitality Properties (f.k.a. Gaylord Entertainment
Company) continues to own the existing hotels and Marriott manages the
properties under long-term agreements. As noted in Fitch's rating comment
dated May 31, 2012, the transaction fits in well with Marriott's long-term
business model.

Additionally, Marriott completed the spinoff of its timeshare division,
Marriott Vacations Worldwide Corp, in November 2011. This was another example
of the company increasing its capital efficiency by eliminating a business
that requires a high level of development spending and capital investment.

Liquidity Profile

Marriott's liquidity position is supported by its revolving facility
availability of $1.3 billion (less letters of credit and commercial paper
outstanding) and cash balance of $105 million at third-quarter 2012. Fitch
expects the company to generate free cash flow of roughly $300 million-$400
million in 2013 and 2014, despite the potential for increased investment
spending, providing some financial flexibility for continued share repurchase
activity.

Given the company's current leverage profile, Fitch does not expect any
near-term debt reduction, so the ratings consider that Marriott will look to
refinance its 2013 maturity coming due in February. The company has $400
million in senior notes due February 2013; $300 million in senior notes due
2015, 2016, and 2017; $600 million in senior notes due 2019; and $350 million
in senior notes due 2022. The company also had $441 million in CP outstanding
as of 3Q'12.

Marriott's 'F2' short-term IDR and commercial paper ratings reflect the
company's 'BBB' long-term IDR, strong cash flow generation and liquidity
profile. Further, the short-term and long-term IDRs are supported by the
company's capital recycling business model, which provides solid financial
flexibility with respect to discretionary capital outlays.

SENSITIVITY/RATING DRIVERS

--If Marriott explicitly guides to a more conservative policy with a stated
leverage target below 3.0x then a positive rating action would be considered.
At this point, Fitch believes it is unlikely given the potential growth
opportunities in the lodging industry over the next few years and the
company's historical financial policies.

--Fitch expects management to support its balance sheet at a level
commensurate with a 'BBB' rating. If management changed its financial policy
and chose to manage leverage at a level higher than 3.0x then a negative
rating action would be considered.

--In the event of a significant downturn, the company could maintain its
current rating if it pulled back on investment spending and share repurchases
and reduced its CP balance. A negative rating action would be considered if
the company chose not to adjust its capital allocation in a downturn scenario.

--Marriott's 'F2' short-term rating is supported by its back-up liquidity
coverage from its RCF and sufficient internally generated sources of liquidity
to amply cover near-term debt service. If these liquidity measures deteriorate
over time, there could be pressure on the 'F2' rating.

Fitch has affirmed Marriott's ratings as follows:

--IDR at 'BBB';

--Short-term IDR at 'F2';

--Commercial paper at 'F2';

--$1.75 billion senior unsecured credit facility at 'BBB';

--$2.2 billion of senior unsecured notes at 'BBB'.

Additional information is available at 'www.fitchratings.com'. The ratings
above were unsolicited and have been provided by Fitch as a service to
investors.

Applicable Criteria and Related Research:

--'Inn the Footnotes: Comparison of Adjusted Credit Metrics and Contingency
Risk for U.S. Lodging C-Corps' (Jan. 7, 2011);

--'2013 Outlook: Cross-Sector Lodging & Timeshare - The Penthouse View' (Dec.
18, 2012);

--'Corporate Rating Methodology' (Aug. 8, 2012);

--'Short-Term Ratings Criteria for Non-Financial Corporates' (Aug. 8, 2012).

Applicable Criteria and Related Research:

Inn the Footnotes: Comparison of Adjusted Credit Metrics and Contingency Risk
for U.S. Lodging C-Corps

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=588285

2013 Outlook: Cross-Sector Lodging & Timeshare ¬タヤ The Penthouse View

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=696690

Corporate Rating Methodology

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=684460

Short-Term Ratings Criteria for Non-Financial Corporates

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=685553

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