MARMarriott International

We note your auditor has concluded in their report that the Company has maintained effective internal control over financial reporting as of December 31, 2020. Separately, on page 42, the auditor’s report indicates an adverse opinion has been expressed. Please clarify.

#1

Shortly before receiving the Staff’s comment, we identified a typographical error in Ernst & Young LLP’s (“EY”) financial statement audit opinion that incorrectly referred to the separate attestation on internal control over financial reporting (“ICFR”) as being “adverse” due to an oversight in updating the audit report from the prior year. Both management and EY had concluded, as stated in management’s report on ICFR and EY’s attestation report on ICFR, that Marriott’s ICFR was effective as of December 31, 2020.

Rest of the answer

We have evaluated the error and, in light of the totality of the disclosures in the 2020 Form 10-K, we do not believe an amended filing is necessary.

In Part II, Item 8 of the 2020 Form 10-K, on page 40 is management’s report on ICFR, in which management states its conclusion that, as of December 31, 2020, Marriott’s ICFR was effective to provide reasonable assurance of the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. On page 41 is EY’s February 18, 2021 report on ICFR, in which EY states its unqualified opinion that Marriott maintained, in all material respects, effective ICFR as of December 31, 2020. There is no description of any material weakness in either management’s report or EY’s report. On page 42 is EY’s report on Marriott’s financial statements, which report contains an incorrect cross-reference describing EY’s separate opinion on ICFR. Instead of correctly stating that EY expressed an “unqualified” opinion on ICFR, the report states that EY expressed an “adverse” opinion.

We believe that a reasonable investor would not be misled by this typographical and immaterial error in the financial statement opinion given EY’s attestation report on ICFR on the prior page, management’s report on ICFR on the page before that, and the absence of any disclosures of material weaknesses. There might be a concern if the audit report inappropriately implied that EY’s ICFR opinion was unqualified when, in fact, it was not. However, this is not our circumstance.

Accordingly, we do not believe that an amendment to the 2020 Form 10-K is necessary.

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We acknowledge that Marriott is responsible for the accuracy and adequacy of its disclosures, notwithstanding any review, comments, action or absence of action by the Staff.

Read in the reply ↗

We note your response to our prior comment and are unable to agree that an amended filing is not necessary. Please amend your 2020 10-K to correct the error in your auditor's report.

#1

On April 2, 2021, Marriott filed an amendment to its 2020 Form 10-K to correct the error in its auditor’s report.

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We acknowledge that Marriott is responsible for the accuracy and adequacy of its disclosures, notwithstanding any review, comments, action or absence of action by the Staff. Read in the reply ↗