THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Marriott International, Inc. (MAR)

3/22/2006 Proxy Information

John W. Marriott III is the son of J.W. Marriott, Jr.

JWM Family Enterprises, L.P. (“Family Enterprises”) is a Delaware limited partnership which is beneficially owned and controlled by members of the family of J.W. Marriott, Jr., the Company’s Chairman and Chief Executive Officer, including John W. Marriott III, the Company’s Vice-Chairman, who is Chief Executive Officer of Family Enterprises, and J.W. Marriott, Jr. himself. Family Enterprises indirectly holds varying percentages of ownership in the following 10 hotels: (See page 30 of proxy for list of hotels)

Our subsidiaries operate each of these properties pursuant to management agreements with entities controlled by Family Enterprises and we expect such arrangements to continue in 2006. In fiscal 2005, we received management fees of approximately $5.4 million plus reimbursement of certain expenses, from our operation of these hotels. Other than in our role as manager, the Company has no financial involvement in the hotels listed above or in Family Enterprises. Family Enterprises reimbursed the Company for the cost of employing staff and for office space in the amount of $218,444.

The Company acquired 231,000 shares of the Company’s Class A common stock from Deborah M. Harrison, the daughter of J.W. Marriott, Jr. and the sister of John W. Marriott III, on April 25, 2005 for a price per share of $64.94, the NYSE composite closing price for our Class A common stock for that date.

Our Company, which was founded by J.W. Marriott Sr., employs a number of members of the Marriott family in management positions in addition to our Chairman and Chief Executive Officer, J.W. Marriott, Jr. Among the family members employed are Mr. Marriott’s sons and son-in-law: John W. Marriott III, who serves on the Board and until December 30, 2005, as Executive Vice President, Lodging; Stephen G. Marriott, who serves as Executive Vice President, Company Culture; David S. Marriott, who serves as Senior Vice President, Global Sales; and Ronald T. Harrison, who serves as President, Marriott Lodging of Canada. For fiscal 2005, these individuals were paid salary and bonus of $773,352, $302,766, $330,988, and $355,277, respectively. Jerry W. Cooper, the brother-in-law of John W. Marriott III, currently works for an affiliate of Family Enterprises, but in 2005 served as Director, Marketing Strategies for the Company, and was paid salary and bonus of $140,569 for that fiscal year. These family members are compensated at levels comparable to the compensation paid to non-family members in similar positions. Our Board of Directors believes that the involvement of a significant number of Marriott family members in responsible positions of the Company makes a significant long-term contribution to the value of our corporate name and identity and to the maintenance of Marriott’s reputation for providing quality lodging products and services.

Mr. Sullivan’s daughter, Kathleen S. Tyson, serves as Corporate Director of Projects for The Ritz-Carlton Hotel Company, LLC. For fiscal 2005, her salary and bonus totaled $140,056. Ms. Tyson is compensated at a level comparable to the compensation paid to non-family members in a similar position.

Mr. Ryan owns 2.5 percent of PT Metrics, LLC, a company which manufactures a personal fitness product offered to hotel guests in connection with the Company’s In-Room Fitness program which was launched in January 2005. Mr. Ryan’s son-in-law, Alden M. Mills, is Chief Executive Officer and owns 36 percent of PT Metrics, LLC. The Company made approximately $90,000 in payments to PT Metrics, LLC in fiscal 2005 and expects to make payments in a comparable amount in 2006.

Mr. Marriott reimbursed the Company for the cost of employing certain household staff in the amount of $164,647 for 2005.

3/31/2005 Proxy Information

John W. Marriott III is the son of J. Willard Marriott, Jr.

JWM Family Enterprises, L.P. (“Family Enterprises”) is a Delaware limited partnership majority-owned by J.W. Marriott, Jr., the Company’s Chairman and Chief Executive Officer, and members of his immediate family including John W. Marriott III, a director and executive officer. Family Enterprises indirectly holds varying percentages of ownership interests in a Courtyard hotel in Long Beach, California, a Residence Inn in San Antonio, Texas, a Fairfield Inn in Anaheim, California, a SpringHill Suites hotel in Herndon, Virginia, a Courtyard hotel in Novato, California, a Courtyard hotel and a TownePlace Suites hotel in Milpitas, California, a Residence Inn in Washington, D.C., a Marriott hotel in West Palm Beach, Florida and a Renaissance hotel in Columbus, Ohio. Our subsidiaries operate each of these properties pursuant to management agreements with entities controlled by Family Enterprises and we expect such arrangements to continue in 2005. In fiscal 2004, we received management fees of approximately $4 million, plus reimbursement of certain expenses, from our operation of these hotels. Other than in our role as manager, we have no financial involvement in the hotels listed above or in Family Enterprises.

Transactions with Host Marriott Corporation

In 1993, our predecessor company was spun off as a separate public company from its former parent company, Marriott Corporation (which changed its name to Host Marriott Corporation) (“Host Marriott”). Host Marriott retained the ownership of lodging properties and certain other assets. Our predecessor company continued the lodging management business and certain other businesses. At January 31, 2005, J.W. Marriott, Jr., John W. Marriott III, and Richard E. Marriott and their immediate family members beneficially owned approximately 7.0 percent of the common stock of Host Marriott.

Pursuant to agreements with Host Marriott, in 2004 we:

Š owned 120 hotels through an unconsolidated joint venture formed in 2000 with an affiliate of Host Marriott (the “Courtyard Joint Venture”);

Š operated lodging properties owned or leased by Host Marriott and the Courtyard Joint Venture;

Š guaranteed Host Marriott’s performance in connection with certain obligations; and

Š provided Host Marriott with various administrative and consulting services and a sublease of office space at the Marriott headquarters building.

In December 2004, we and Host Marriott announced the signing of a purchase and sale agreement by which an institutional investor would obtain a 75 percent interest in the Courtyard Joint Venture. We expect the transaction, which is subject to certain closing conditions, to close in early 2005, although we cannot assure you that the sale will be completed. Currently, we and Host Marriott own equal shares in the 120 property joint venture and with the addition of the new equity, our percentage interest in the joint venture will decline from 50 percent to 21 percent and Host Marriott’s interest will decline from 50 percent to less than 4 percent. Upon closing of the transaction, our existing mezzanine loan to the joint venture (including accrued interest) totaling approximately $249 million at December 31, 2004 will be repaid.

Lodging. We recognized sales of $2,423 million and income from continuing operations before income taxes and minority interest of $123 million in 2004 from our operation of lodging properties owned or leased by Host Marriott. During 2004, Host Marriott also served as the general partner or managing member of several unconsolidated entities, including the Courtyard Joint Venture, that own lodging properties we manage. We recognized sales of $329 million and income from continuing operations before income taxes and minority interest of $50 million in 2004 from our operation of these lodging properties. Included above in amounts recognized from lodging properties owned by unconsolidated entities are sales of $285 million and income from continuing operations before income taxes and minority interest of $47 million related to the Courtyard Joint Venture.

Our lodging operating agreements with Host Marriott and the Courtyard Joint Venture reflect current market terms and conditions for arrangements between managers and owners of very large hotel portfolios of similar quality.

Financing. We have provided Host Marriott with financing for a portion of the cost of acquiring properties to be operated or franchised by us, and we may continue to provide financing to Host Marriott in the future. The outstanding principal balance of these loans was $2 million at December 31, 2004, and we recognized less than $1 million in 2004 in interest and fee income under these credit agreements with Host Marriott. We also provided the Courtyard Joint Venture with a loan for a portion of the cost of acquiring its 120 hotels in 2000. The balance of our loan to the Courtyard Joint Venture was approximately $249 million as of December 31, 2004.

Guarantees. We have guaranteed the performance of Host Marriott and certain of its affiliates to lenders and other third parties. These guarantees were limited to $8 million at December 31, 2004. We have made no payments pursuant to these guarantees. We lease land to the Courtyard Joint Venture that had an aggregate book value of $184 million at December 31, 2004. This land has been pledged to secure debt of the lessees. We are currently deferring receipt of rentals on this land to permit the lessees to meet their debt service requirements.

Administrative Services. We also provide certain administrative and consulting services to Host Marriott and sublease space at our headquarters building to Host Marriott. The amounts paid to us in 2004 for these services, including reimbursements, were approximately $170,000.

Certain Relationships

The Company acquired 950,000 shares of Marriott International, Inc. Class A common stock from First Media, L.P. on February 23, 2004 for a price per share of $44.50. The agreed upon price was the trading price on the NYSE on February 23, 2004 at the time the transaction was agreed upon. The general partner of First Media, L.P. is a corporation in which Richard E. Marriott is the controlling shareholder.

The Company acquired 160,000 shares of Marriott International, Inc. Class A common stock from the J. Willard and Alice S. Marriott Foundation on December 16, 2004 for a price per share of $62.56. The agreed upon price was the closing price on the date of the transaction. J.W. Marriott, Jr. and Richard E. Marriott serve as trustees of the J. Willard and Alice S. Marriott Foundation.

Our Company, which was founded by J.W. Marriott, employs a number of members of the Marriott family in management positions in addition to our Chairman and Chief Executive Officer, J.W. Marriott, Jr. Among the family members employed are Mr. Marriott’s sons and son-in-law: John W. Marriott III, who serves on the board and as Executive Vice President, Lodging; Stephen G. Marriott, who serves as Senior Vice President, Culture and Special Events; David S. Marriott, who serves as Senior Vice President, Global and Field Sales; and Ronald T. Harrison, who serves as Regional Vice President, Renaissance Hotels & Resorts, North America. For fiscal 2004, these individuals were paid salary and bonus of $721,125, $290,332, $105,498, and $276,380, respectively.

Jerry W. Cooper, the brother-in-law of John W. Marriott III, serves as Director, Marketing Strategy and was paid salary and bonus of $135,869 for 2004. These family members are compensated at levels comparable to the compensation paid to non-family members in similar positions. Our board of directors believes that the involvement of a significant number of Marriott family members in responsible positions of the Company makes a significant long-term contribution to the value of our corporate name and identity and to the maintenance of Marriott’s reputation for providing quality lodging products.

Mr. Sullivan’s daughter Kathleen S. Tyson, serves as Corporate Director, Ritz-Carlton Projects and Mr. Sullivan’s son Brian P. Sullivan, serves as Senior Manager, Competitive Analysis. For fiscal 2004, salary and bonus paid to each of the individuals totaled $157,934 and $61,963, respectively. These family members are compensated at levels comparable to the compensation paid to non-family members in similar positions. Mr. Ryan owns 2.5 percent of PT Metrics, LLC, a company which manufactures a personal fitness product offered to hotel guests in connection with the Company’s In-Room Fitness program which was launched in January 2005. Mr. Ryan’s son-in-law, Alden M. Mills, is Chief Executive Officer and owns 36 percent of PT Metrics. The Company made no payments to PT Metrics, LLC in fiscal 2004 but expects to make payments in 2005.

3/24/2004 Proxy Information

JWM Family Enterprises, L.P. (“Family Enterprises”) is a Delaware limited partnership majority-owned by J.W. Marriott, Jr., the Company’s Chairman and Chief Executive Officer, and members of his immediate family including John W. Marriott III, a director and executive officer. Family Enterprises indirectly holds varying percentages of ownership interests in a Courtyard hotel in Long Beach, California, a Residence Inn in San Antonio, Texas, a Fairfield Inn in Anaheim, California, a SpringHill Suites hotel in Herndon, Virginia, a Courtyard hotel in Novato, California, a Courtyard hotel and a TownePlace Suites hotel in Milpitas, California, a Residence Inn in Washington, DC and a Marriott hotel in West Palm Beach, Florida. Our subsidiaries operate each of these properties pursuant to management agreements with entities controlled by Family Enterprises and we expect such arrangements to continue in 2004. An entity controlled by Family Enterprises has entered into a purchase contract to acquire a full service hotel in Columbus, Ohio. We are negotiating to enter into a management agreement to operate the full service hotel. In fiscal 2003, we received management fees of approximately $3.1 million, plus reimbursement of certain expenses, from our operation of these hotels. Other than in our role as manager, we have no financial involvement in the hotels listed above or in Family Enterprises.

Transactions with Host Marriott Corporation

In 1993, our predecessor company was spun off as a separate public company from its former parent company, Marriott Corporation (which changed its name to Host Marriott Corporation) (“Host Marriott”). Host Marriott retained the ownership of lodging properties and certain other assets. Our predecessor company continued the lodging management business and certain other businesses. At January 30, 2004, J.W. Marriott, Jr., John W. Marriott III, and Richard E. Marriott and their immediate family members beneficially owned approximately 8.2 percent of the common stock of Host Marriott.

Pursuant to agreements with Host Marriott, in 2003 we:

Š owned 120 hotels through an unconsolidated joint venture formed in 2000 with an affiliate of Host Marriott (the “Courtyard Joint Venture”);

Š operated lodging properties owned or leased by Host Marriott and the Courtyard Joint Venture;

Š guaranteed Host Marriott’s performance in connection with certain obligations; and

Š provided Host Marriott with various administrative and consulting services and a sublease of office space at the Marriott headquarters building.

Lodging. We recognized sales of $2,357 million and lodging financial results of $141 million in 2003 from our operation of lodging properties owned or leased by Host Marriott. During 2003, Host Marriott also served as the general partner or managing member of several unconsolidated entities, including the Courtyard Joint Venture, that own lodging properties we manage. We recognized sales of $329 million and lodging financial results of $7 million in 2003 from our operation of these lodging properties. We also leased land to certain of these partnerships and recognized land rent income of $18 million in 2003. Included above in amounts recognized from lodging properties owned by unconsolidated entities are sales of $268 million, lodging financial results of $3 million, and land rent income of $18 million attributable to the Courtyard Joint Venture in 2003.

Our lodging operating agreements with Host Marriott and the Courtyard Joint Venture reflect current market terms and conditions for arrangements between managers and owners of very large hotel portfolios of similar quality.

Financing. We have provided Host Marriott with financing for a portion of the cost of acquiring properties to be operated or franchised by us, and we may continue to provide financing to Host Marriott in the future. The outstanding principal balance of these loans was $3 million and $5 million at January 2, 2004 and January 3, 2003, respectively, and we recognized less than $1 million in 2003 in interest and fee income under these credit agreements with Host Marriott. We also provided the Courtyard Joint Venture with a loan for a portion of the cost of acquiring its 120 hotels in 2000. The balance of our loan to the Courtyard Joint Venture was $215 million and $184 million, respectively, as of January 2, 2004 and January 3, 2003. We recognized $31 million in interest income on that loan in 2003. Although we are currently deferring the interest on the loan to the Courtyard Joint Venture, debt service on our loan was current on January 2, 2004.

Guarantees. We have guaranteed the performance of Host Marriott and certain of its affiliates to lenders and other third parties. These guarantees were limited to $9 million at January 2, 2004. We have made no payments pursuant to these guarantees. We lease land to the Courtyard Joint Venture that had an aggregate book value of $184 million at January 2, 2004. This land has been pledged to secure debt of the lessees. We are currently deferring receipt of rentals on this land to permit the lessees to meet their debt service requirements.

Administrative Services. We also provide certain administrative and consulting services to Host Marriott and sublease space at our headquarters building to Host Marriott. In 2003, we were paid approximately $580,000 for these items, including reimbursements.

Certain Relationships

Pursuant to the provisions of the Company’s bylaws and indemnification agreements, legal expenses incurred by the Directors in connection with derivative litigation against the Directors filed by Daniel and Raizel Taubenfeld, as described in “Shareholder Derivative Action Against our Directors” on page 18, are being advanced on behalf of the Directors by the Company or the Company’s insurer. Accordingly, in 2003 the Company paid $145,595 to law firms that represented the Directors.

The Company acquired 750,000 shares of Class A common stock from First Media, L.P. on August 26, 2003 for a price per share of $40.71. The agreed upon price was the closing price on the date of the transaction. The general partner of First Media, L.P. is a corporation in which Richard E. Marriott is the controlling shareholder.

Our Company, which was founded by J.W. Marriott, employs a number of members of the Marriott family in management positions in addition to our Chairman and Chief Executive Officer, J.W. Marriott, Jr. Among the family members employed are Mr. Marriott’s sons and son-in-law: John W. Marriott III, who serves on the board and as Executive Vice President, Lodging; Stephen Marriott, who serves as Senior Vice President, Culture and Special Events; David Marriott, who serves as Director, Sales and Marketing; and Ronald Harrison, who serves as Regional Vice President, Renaissance Hotels & Resorts, North America. For fiscal 2003, these individuals were paid salary and bonus of $660,579, $259,987, $81,244, and $87,834, respectively. Jerry Cooper, the brother-in-law of John W. Marriott III, serves as Director, Sales Strategy and Transformation and was paid salary and bonus of $126,589 for 2003. In addition, Mr. Sullivan’s daughter, Kathleen Tyson, serves as Project Director, Ritz-Carlton Product and Brand Management. In fiscal 2003, she was paid an aggregate salary and bonus of $143,115. These family members are compensated at levels comparable to the compensation paid to non-family members in similar positions. Our board of directors believes that the involvement of a significant number of Marriott family members in responsible positions of the Company

3/27/2003 Proxy Information

In conjunction with its December 1998 conversion to a REIT, Host Marriott spun off, in a taxable transaction, a new company called Crestline Capital Corporation (“Crestline”). After giving effect to a subsequent January 1, 2001 transaction, Host Marriott reacquired leasehold interests in the lodging properties it originally transferred to Crestline. Subsidiaries of Crestline continued to own all of the senior living communities previously owned by Host Marriott, and remained successors to Host Marriott under senior living community management agreements with us. We continue to manage the senior living communities that were owned by Crestline but sold to a third party on January 11, 2002. We believe that our senior living community operating agreements for those communities reflect market terms and conditions existing at the time the agreements were entered into, and are substantially similar to operating agreements between us and other third parties for facilities of a similar type.

Prior to June 7, 2002, J.W. Marriott, Jr., John W. Marriott III and Richard E. Marriott and their immediate family members beneficially owned approximately 8.2 percent of the common stock of Crestline, and John W. Marriott III was a director of Crestline. On June 7, a wholly-owned subsidiary of Barceló Hotels & Resorts acquired Crestline in a merger in which each outstanding share of Crestline was exchanged for $34.00 in cash. The newly formed Barceló Crestline Corporation is a private company.

During fiscal year 2002, the Company employed John W. Marriott III as Executive Vice President, Sales and Marketing. John W. Marriott III was paid an aggregate salary and bonus of $516,068 for his services during the year.

The Company employs Stephen Marriott, the son of J.W. Marriott, Jr., as Senior Vice President, Culture and Special Events. Stephen Marriott was paid an aggregate salary and bonus of $228,554 for his services during fiscal year 2002.