XML 32 R18.htm IDEA: XBRL DOCUMENT v3.8.0.1
Acquisitions and Dispositions (Tables)
9 Months Ended
Sep. 30, 2017
Business Combinations [Abstract]  
Schedule of Consideration Transferred
The following table presents the fair value of each type of consideration that we transferred in the Starwood Combination:
(in millions, except per share amounts)
 
Equivalent shares of Marriott common stock issued in exchange for Starwood outstanding shares
134.4

Marriott common stock price as of Merger Date
$
68.44

Fair value of Marriott common stock issued in exchange for Starwood outstanding shares
9,198

Cash consideration to Starwood shareholders, net of cash acquired of $1,116
2,412

Fair value of Marriott equity-based awards issued in exchange for vested Starwood equity-based awards
71

Total consideration transferred, net of cash acquired
$
11,681

Schedule of Fair Value of Assets Acquired and Liabilities Assumed
The following table presents our estimates of fair values of the assets that we acquired and the liabilities that we assumed on the Merger Date as preliminarily reported at year-end 2016 and as finalized at the end of the 2017 third quarter:
($ in millions)
September 23, 2016
(as reported at
December 31, 2016)
 
Adjustments (2)
 
September 23, 2016
(as finalized)
Working capital
$
(180
)
 
$
(56
)
 
$
(236
)
Property and equipment, including assets held for sale
1,999

 
(293
)
 
1,706

Identified intangible assets
7,957

 
(719
)
 
7,238

Equity and cost method investments
579

 
(42
)
 
537

Other noncurrent assets
224

 
(24
)
 
200

Deferred income taxes, net
(1,516
)
 
52

 
(1,464
)
Guest loyalty program
(1,631
)
 
(7
)
 
(1,638
)
Debt
(1,871
)
 
(6
)
 
(1,877
)
Other noncurrent liabilities
(654
)
 
(323
)
 
(977
)
Net assets acquired
4,907

 
(1,418
)
 
3,489

Goodwill (1)
6,774

 
1,418

 
8,192

 
$
11,681

 
$

 
$
11,681

(1) 
Goodwill primarily represents the value that we expect to obtain from synergies and growth opportunities from our combined operations, and it is not deductible for tax purposes. See Footnote 11Business Segments” for our assignment of goodwill by reportable segment.
(2) 
Adjustments primarily reflect refinements of our valuation models related to certain acquired IT systems, our assumptions for capital expenditures of owned and leased hotels, discount rates, certain assumptions related to operating lease agreements, and our assumptions related to certain brands and management and franchise agreements, including contract terms (including renewal assumptions), tax rates, and royalty and growth rates used in the relief-from-royalty valuation models.
Schedule of Fair Values of Identified Intangible Assets
The following table presents our estimates of the fair values of Starwood’s identified intangible assets and their related estimated useful lives:
 
 
Estimated Fair Value
($ in millions)
 
Estimated Useful
Life (in years)
Brands
 
$
5,664

 
indefinite
Management agreements and lease contract intangibles
 
751

 
10 - 25
Franchise agreements
 
746

 
10 - 80
Loyalty program marketing rights
 
77

 
30
 
 
$
7,238