<PAGE>
================================================================================
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, For Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12.
MARRIOTT INTERNATIONAL, INC.
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials:
- --------------------------------------------------------------------------------
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
-----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement no.:
-----------------------------------------------------------------------
(3) Filing Party:
-----------------------------------------------------------------------
(4) Date Filed:
-----------------------------------------------------------------------
================================================================================
<PAGE>
[MARRIOTT INTERNATIONAL LOGO APPEARS HERE]
MARRIOTT INTERNATIONAL, INC.
FEBRUARY 1998
<PAGE>
THIS PRESENTATION CONTAINS "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF
FEDERAL SECURITIES LAW, INCLUDING STATEMENTS CONCERNING THE NUMBER OF LODGING
AND SENIOR LIVING COMMUNITIES EXPECTED TO BE ADDED IN FUTURE YEARS, PLANNED
TRANSACTIONS AND THEIR INTENDED RESULTS, AND SIMILAR STATEMENTS CONCERNING
ANTICIPATED FUTURE EVENTS AND EXPECTATIONS THAT ARE NOT HISTORICAL FACTS. THE
FORWARD-LOOKING STATEMENTS IN THIS PRESENTATION ARE SUBJECT TO NUMEROUS RISKS
AND UNCERTAINTIES, INCLUDING THE EFFECTS OF ECONOMIC CONDITIONS; SUPPLY AND
DEMAND CHANGES FOR HOTEL ROOMS, VACATION TIMESHARING INTERVALS AND SENIOR LIVING
ACCOMMODATIONS; COMPETITIVE CONDITIONS IN THE LODGING AND CONTRACT SERVICES
INDUSTRIES; RELATIONSHIPS WITH CLIENTS AND PROPERTY OWNERS; THE IMPACT OF
GOVERNMENT REGULATIONS; AND THE AVAILABILITY OF CAPITAL TO FINANCE GROWTH, WHICH
COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED IN OR
IMPLIED BY THE STATEMENTS HEREIN.
<PAGE>
MARRIOTT
SODEXHO MARRIOTT SERVICES
SODEXHO ALLIANCE
[Sodexho Marriott Services appears in shaded
diamond between Marriott and Sodexho Alliance]
<PAGE>
SPIN OFF OF MARRIOTT INTERNATIONAL
HOSPITALITY BUSINESSES
MARRIOTT TAX FREE (NEW)
INTERNATIONAL, ------- DISTRIBUTION ------------------ MARRIOTT
INC. INTERNATIONAL,
| INC.
NAME CHANGE |
| . LODGING
SODEXHO MARRIOTT
SERVICES, INC. . SENIOR LIVING SERVICES
|
. MARRIOTT MANAGEMENT . DISTRIBUTION SERVICES
SERVICES (MMS)
<PAGE>
MERGER OF MMS AND SODEXHO NORTH AMERICA
MARRIOTT INTERNATIONAL SODEXHO ALLIANCE
SHAREHOLDERS \ /
\ / SODEXHO
\ / NORTH AMERICA
\ / (INT'L. CATERING CORP.)
\ / /
51% 49% /
/
/
SODEXHO MARRIOTT SERVICES, INC.
("SMS")
LARGEST FOOD SERVICE AND FACILITIES
MANAGEMENT COMPANY IN NORTH AMERICA
<PAGE>
NEW MARRIOTT INTERNATIONAL
. INDUSTRY LEADER WITH POWERFUL BRANDS
. STRONG BALANCE SHEET AND SUBSTANTIAL INVESTMENT CAPACITY
. STRATEGIC GROWTH OPPORTUNITIES IN LODGING AND SENIOR LIVING SERVICES
<PAGE>
SODEXHO MARRIOTT SERVICES
. COMBINES MARRIOTT MANAGEMENT SERVICES' STRENGTH IN U.S. WITH SODEXHO
ALLIANCE'S INTERNATIONAL LEADERSHIP
. CREATES NORTH AMERICAN LEADER WITH FOCUS ON HIGH-END MARKETS
- #1 IN HEALTH CARE
- #1 IN EDUCATION
- #1 IN CORPORATE
. YIELDS SIGNIFICANT SYNERGIES
<PAGE>
REFINANCING PLAN FOR MARRIOTT INTERNATIONAL DEBT
($ MILLIONS)
<TABLE>
<CAPTION>
YEAR-END 1997
-------------------------
SODEXHO NEW
MARRIOTT MARRIOTT
TOTAL SERVICES INT'L.
------- -------- --------
<S> <C> <C> <C>
SENIOR NOTES/TENDER/REFINANCING $ 720 $ 720 $ -
LYONs 310 25 285
REVOLVING LOANS/COMMERCIAL PAPER 695 695 -
ENDOWMENT DEPOSITS AND OTHER 125 10 115
------- -------- --------
TOTAL $ 1,850 $ 1,450 $ 400
======= ======== ========
</TABLE>
<PAGE>
MARRIOTT INTERNATIONAL
(MILLIONS)
<TABLE>
<CAPTION>
1996
---------------------------
OLD MARRIOTT NEW MARRIOTT
------------ ------------
<S> <C> <C>
SALES $ 10,172 $ 7,267
======== =======
OPERATING PROFIT $ 629 $ 508
NET INTEREST EXPENSE (48) --
CORPORATE AND OTHER (79) (72)
-------- -------
PRETAX INCOME 502 436
INCOME TAXES (196) (165)
-------- -------
NET INCOME $ 306 $ 271
======== =======
EPS (DILUTED) $ 2.25 $ .99
======== =======
AVERAGE SHARES (DILUTED) 138.9 277.8
======== =======
</TABLE>
<PAGE>
SPIN OFF AND MERGER
KEY REMAINING STEPS
. SEC CLEARANCE OF PROXY (OBTAINED)
. TAX RULING (OBTAINED)
. SHAREHOLDER APPROVAL
. DEBT REFINANCINGS
. CLOSING
<PAGE>
MARRIOTT LODGING WORLDWIDE HOTELS -1997
[GRAPHIC MAP OF WORLD APPEARS HERE]
<TABLE>
<CAPTION>
REGION HOTELS ROOMS
- ------ ------- -------
<S> <C> <C>
UNITED STATES 1,243 233,000
OTHER AMERICAS* 36 12,400
ASIA/PACIFIC 65 21,700
EUROPE, MIDDLE EAST, AND AFRICA 134 30,000
------- -------
TOTAL 1,478 297,100
</TABLE>
* INCLUDES CANADA, MEXICO, CARIBBEAN, AND SOUTH AMERICA
<PAGE>
U.S. INDUSTRY REVPAR GROWTH
[GRAPHIC: BAR GRAPH SHOWING FOLLOWING YEARS AND PERCENTAGES]
YEAR PERCENTAGE
---- ----------
1987 2.7
1988 4.0
1989 4.9
1990 1.6
1991 (2.5)
1992 2.8
1993 4.2
1994 6.1
1995 5.4
1996 6.5
1997 5.3
1998E 4.6
1999E 3.6
SOURCE: SMITH TRAVEL/MARRIOTT INTERNATIONAL (1998-1999)
<PAGE>
1996 CHAIN AFFILIATION BY REGION
% BRANDED ROOMS
[GRAPHIC: MAP OF WORLD WITH FOLLOWING TEXT LOCATED IN CORRESPONDING REGION: US &
CANADA 70%; OTHER AMERICAS 18%; EUROPE 15%; MIDDLE EAST/AFRICA 26%;
ASIA/PACIFIC 27%]
<PAGE>
LODGING VISION
BE THE PREEMINENT PROVIDER OF A WORLDWIDE PORTFOLIO OF PREFERRED BRANDS AND
SERVICES THAT FULFILL CUSTOMERS WORK, LIFE AND LEISURE NEEDS AWAY FROM HOME
DISTRIBUTION
PREEMINENT PREFERENCE
PROFITABILITY
<PAGE>
MARRIOTT LODGING PORTFOLIO
[BRAND LOGOS: THE RITZ-CARLTON HOTEL COMPANY LLC;
MARRIOTT-HOTELS-RESORTS-SUITES; RENAISSANCE HOTELS AND RESORTS; NEW WORLD HOTELS
INTERNATIONAL; TOWNEPLACE SUITES BY MARRIOTT; MARRIOTT VACATION CLUB
INTERNATIONAL; EXECUTIVE RESIDENCES BY MARRIOTT; FAIRFIELD INN BY MARRIOTT;
COURTYARD BY MARRIOTT; RESIDENCE INN BY MARRIOTT; RAMADA INTERNATIONAL HOTELS &
RESORTS]
<PAGE>
MARRIOTT RESERVATION NETWORK
. 13 WORLDWIDE RESERVATION CENTERS
. 70 MILLION CALLS ANNUALLY
. 25 MILLION RESERVATIONS
. CROSS SELLING OPPORTUNITIES
. HIGHEST CALL CONVERSION RATIO
. LOWEST TOTAL COST PER NET RESERVATION
<PAGE>
MARRIOTT REWARDS
- ----------------
. LARGEST AND MOST POWERFUL LOYALTY PROGRAM IN THE INDUSTRY
. NINE MILLION MEMBERS
. MULTIPLE BRAND PARTICIPATION
. 1,300 HOTELS AND VACATION CLUB RESORTS PARTICIPATING
<PAGE>
YIELD INDEX
(REVPAR PREMIUM)
[GRAPHIC: BAR GRAPH SHOWING REVPAR PREMIUM (BY PERCENTAGE) FOR MARRIOTT LODGING
BRANDS AS FOLLOWS:
BRAND REVPAR PREMIUM
----- --------------
RENAISSANCE 97%
MARRIOTT HOTELS (U.S.) 112%
FAIRFIELD INN 112%
COURTYARD 114%
RITZ-CARLTON 120%
RESIDENCE INN 122%
MARRIOTT HOTELS (INT'L) 120-125%]
SOURCE: SMITH TRAVEL RESEARCH, MARRIOTT
DATA AS OF NOVEMBER 1997 YTD
<PAGE>
ROOM GROWTH: 1997-2002
TOTAL LODGING ROOMS
[graphic: bar graph showing total lodging rooms for the United States and
International for 1997 and 2002F as follows:
1997 US: 233,000
US and International: 297,000
2002F US: 329,000
US and International: 427,000]
<PAGE>
LODGING
1996 OPERATING PROFIT
[graphic: pie chart showing following sections: Base Fees 35%; Profit
Participations 33%; Franchise Fees 15%; Vacation Club 12%; Land Rent 5%; and
total, $452 million]
<PAGE>
MARRIOTT TIMESHARE COMPETITIVE ADVANTAGES
. SKILL IN OPERATING HOTELS AND DELIGHTING CUSTOMERS
. FLEXIBILITY FOR PURCHASERS
. NETWORK OF MVCI AND HOTEL LOCATIONS
. FINANCING
. HIGH QUALITY PRODUCT
<PAGE>
MARRIOTT VACATION CLUB INTERNATIONAL
CURRENTLY IN SALES: START SALES IN 1998:
- ------------------- --------------------
OCEAN CLUB, ARUBA BARONY BEACH, HILTON HEAD
CUSTOM HOUSE, BOSTON PALM BEACH SHORES, FLORIDA
GRANDE VISTA, ORLANDO MALLORCA, SPAIN
KAUAI BEACH CLUB, HAWAII PELICAN HILL, CALIFORNIA
SUMMIT WATCH, PARK CITY
MANOR CLUB, WILLIAMSBURG
MOUNTAIN VALLEY, BRECKENRIDGE
GRANDE OCEAN RESORT, HILTON HEAD
BEACHPLACE TOWERS, FORT LAUDERDALE
DESERT SPRINGS VILLAS II, PALM DESERT
MARBELLA BEACH RESORT, SPAIN
<PAGE>
MARRIOTT SENIOR LIVING SERVICES STRATEGY
. LARGE, RAPIDLY GROWING MARKET
. EXISTING CORE SKILLS
. ACQUIRED HEALTH CARE EXPERTISE
. LEVERAGED MARRIOTT BRAND EQUITY IN FRAGMENTED COMPETITIVE ENVIRONMENT
<PAGE>
POPULATION GROWTH 1995-2005
[graphic: bar graph showing U.S. population growth by age segments as follows:
U.S. Population (total) 9%
Age 75+ 25%
Age 85+ 41%]
SOURCE: U.S. CENSUS
<PAGE>
SLS BUSINESS TODAY
89 COMMUNITIES
[graphic: pie chart showing following sections: Independent Full-Service 49%;
Brighton Gardens 33%; Village Oaks 16%; Hearthside 2%]
17,700 LIVING UNITS/BEDS
[graphic: pie chart showing following sections: Assisted Living 40%; Independent
Living 43%; Nursing/Special Care 17%]
<PAGE>
ASSISTED LIVING BRANDS
<TABLE>
<CAPTION>
BRIGHTON VILLAGE
GARDENS OAKS HEARTHSIDE
- --------------------------- ------------- ------------------- ----------------
<S> <C> <C> <C>
MARKET TIER QUALITY MODERATE QUALITY/MODERATE
- --------------------------- ------------- ------------------- ----------------
AVERAGE AL PER DIEM $75 TO $85 $60 TO $80 SINGLE $65 TO $75
$50 TO $60 DOUBLE
- --------------------------- ------------- ------------------- ----------------
SIZE 320 SQ. FT. 344 SQ. FT. 221 SQ. FT.
- --------------------------- ------------- ------------------- ----------------
ASSISTED LIVING UNITS 90 100 56
- --------------------------- ------------- ------------------- ----------------
NURSING/SPECIAL CARE BEDS 25 --- 28
- --------------------------- ------------- ------------------- ----------------
NO. OF COMMUNITIES AT 12/97 29 14 2
- --------------------------- ------------- ------------------- ----------------
</TABLE>
<PAGE>
MDS DISTRIBUTION CENTERS
[graphic: map of continental United States identifying following locations:
Salem, Oregon; Milpitas, California; Santa Fe Springs, California; Los Alamitos,
California; Denver, Colorado; Ft. Worth, Texas; Chicago, Illinois; Warren,
Michigan; Colombus, Ohio; Fort Mill, South Carolina; Groveland, Florida; Port
St. Lucie, Florida; Savage, Maryland; Edison, New Jersey; Westborough,
Massachussetts]
<PAGE>
1997 GROSS INVESTMENT OUTLAYS*
[graphic: pie chart showing following sections: Strategic Acquisitions $860M;
Senior Living Services $290M; Share Repurchases $200M; Owned Lodging $200M;
Managed and Franchised Lodging $150M; Timeshare, net $110M; Other $70M;
Total $1,880M]
* Preliminary
<PAGE>
NEW MARRIOTT INTERNATIONAL
FIVE YEAR GROWTH PLAN
. ADD MORE THAN 140,000 LODGING ROOMS WORLDWIDE
. DOUBLE CUMULATIVE NUMBER OF TIMESHARE INTERVALS SOLD
. TRIPLE THE SIZE OF SENIOR LIVING SERVICES BUSINESS BY DEVELOPING MORE THAN 200
NEW COMMUNITIES
. EXPAND DISTRIBUTION SERVICES CUSTOMER BASE AND "NATIONAL ACCOUNT" SERVICE
CAPABILITIES
<PAGE>
[LOGO OF MARRIOTT INTERNATIONAL, INC. APPEARS HERE]
<PAGE>
[LOGO OF SODEXHO MARRIOTT SERVICES APPEARS HERE]
<PAGE>
FORWARD-LOOKING INFORMATION
================================================================================
This presentation contains certain forward-looking statements about future
growth prospects, strategies and expected synergies from the merger, outsourcing
trends, earnings growth and similar matters as well as information relating to
the Company that is based on the beliefs of Company Management as well as
assumptions made by and information currently available to the Company. Such
forward-looking statements reflect the current views of the Company with respect
to future events and are subject to certain risks, uncertainties and
assumptions. Estimates contained herein of future performance reflect
Management's assessment of probable results of operations, given certain
assumptions that Management believes are reasonable. Should one or more of these
underlying assumptions prove incorrect, actual results may vary materially from
those described in this presentation. The Company's estimates are also based on
industry data obtained from public sources and third-parties which the Company
believes to be reliable but have not been verified. The Company does not intend
to update any of the forward-looking statements contained in this presentation.
For additional information relating to the Company and its future, investors
should review the Marriott International Proxy Statement dated February 12,
1998.
<PAGE>
[photographs: employees in commercial kitchen; customer in cafeteria line;
employee engaging in groundskeeping; food service employee at work; maintenance
employee at work]
<PAGE>
SODEXHO MARRIOTT SERVICES OVERVIEW
================================================================================
. TICKER: SDH (NYSE)
. SHARES: 62 MILLION (AFTER REVERSE 1:4 SPLIT)
. PRO FORMA CY 1997 SALES: $4B
. PRO FORMA CY 1997 EBITDA: $240MM
. NET INCOME: CAGR 17-20% P.A.
<PAGE>
SODEXHO MARRIOTT SERVICES' BUSINESS IS OUTSOURCING
================================================================================
HOUSEKEEPING & JANITORIAL SERVICES
PLANT OPERATIONS & MAINTENANCE
INTEGRATED FACILITIES MANAGEMENT
LAUNDRY AND LINEN
GROUNDS KEEPING
ADMINISTRATIVE FUNCTIONS
FOOD SERVICE
HEALTHCARE
. INPATIENT FOOD SERVICE
. VISITOR FOOD SERVICE
EDUCATION
. BOARD PLAN
. VENDING
CORPORATE
. CORPORATE CAFETERIA
. CATERING
. VENDING
[ABOVE TEXT CONTAINED IN CONCENTRIC OVALS, WITH "HEALTHCARE", "EDUCATION",
"CORPORATE", AND "FOOD SERVICE" IN THE INNER OVAL]
<PAGE>
TRANSACTION: EXPECTED CLOSING 3/27/98
================================================================================
SODEXHO ALLIANCE MARRIOTT INTERNATIONAL
| /\
CONTRIBUTION NAME CHANGE \
| | \
| MARRIOTT \
SODEXHO NA MANAGEMENT \
AND $304MM / SERVICES \ TAX FREE
\ / \ DISTRIBUTION
\ / \
\ / \
\ / \
SODEXHO / \
MARRIOTT / (NEW) MARRIOTT
SERVICES INTERNATIONAL
/ | \ | \
42% / 10% 48% 80% 20%
OTHER PUBLIC MARRIOTT SODEXHO OTHER PUBLIC MARRIOTT
SHAREHOLDERS FAMILY ALLIANCE SHAREHOLDERS FAMILY
<PAGE>
SODEXHO ALLIANCE IS THE WORLD'S LARGEST
FOOD AND MANAGEMENT SERVICES COMPANY
================================================================================
. FOUNDED IN '66 BY CURRENT CHAIRMAN, PIERRE BELLON, WHO OWNS 42% OF ENTERPRISE
. GLOBAL BUSINESS OPERATING FROM 14,400 SITES IN 66 COUNTRIES
. LISTED ON PARIS BOURSE: FF 26.9B ($4.5B) MARKET CAPITALIZATION
SODEXHO'S STOCK PRICE HAS GROWN AT A COMPOUND ANNUAL RATE OF 26% OVER LAST 5
YEARS
<PAGE>
MMS/SODEXHO MERGER RATIONALE
================================================================================
. CAPITALIZING ON 2 BRAND NAMES RECOGNIZED FOR QUALITY SERVICE AND INNOVATION
. EXPANDING LEADERSHIP POSITION IN MARKET
. PROVIDING GLOBAL SOLUTIONS TO CLIENTS
. SHARING INNOVATIONS AND BEST PRACTICES
<PAGE>
WHAT MAKES THIS BUSINESS ATTRACTIVE?
================================================================================
GROWTH RISK FINANCIAL REQ..
- ------ ---- ---------------
LARGE, FRAGMENTED & LOW CLIENT CASH BUSINESS
UNDERPENETRATED CONCENTRATION
MARKET LITTLE TO NO
PREDICTABLE WORKING CAPITAL
TREND IN VOLUMES
OUTSOURCING MINIMAL CAPITAL
DIVERSIFIED INVESTMENT
CROSS-SELLING OPPT'Y CUSTOMER BASE REQUIRED
<PAGE>
FOOD AND MAMAGEMENT SERVICES INDUSTRY
================================================================================
. $157B MARKET IN NORTH AMERICA
- $48B IS FOOD SERVICE
- $109B IS FACILITIES MANAGEMENT
. CONTRACTED MARKET UNDERPENETRATED
. TREND TOWARD OUTSOURCING SERVICES
<PAGE>
FOOD SERVICE MARKET IS HIGHLY FRAGMENTED
================================================================================
PROFORMA 1996 SHARES OF TOTAL
$48B FOOD SERVICE MARKET
[GRAPHIC: PIE CHART SHOWING FOLLOWING SECTIONS: SELF-OPERATED (NOT CONTRACTED)
62%; REGIONAL AND LOCAL CONTRACTORS 24%; SODEXHO MARRIOTT SERVICES 7%; ARAMARK
4%; COMPASS 3%]
SOURCE: COMPANY ESTIMATES
<PAGE>
OUR BUSINESS SEGMENTS ARE UNDERPENETRATED
================================================================================
[Bar graph showing (i) contracted market penetration and (ii) self-operated
market size, as follows:
Contracted Market Self-Operated
----------------- -------------
(in billions)
Healthcare 20% $12.0
Univ. and Colleges 60% 9.3
Schools 15% 12.0
Corporate Services 55% 14.0]
Note: Percent represents the proportion of each market segment that is
outsourced
Source: Company's estimates, based upon a compilation of data from trade
publications and industry associations
<PAGE>
WE ARE THE MARKET LEADER
================================================================================
PRO FORMA 1996 SHARES OF
$18B CONTRACTED FOOD SERVICE MARKET
[graphic: pie chart showing following sections: Regional and local contractors
63%; Sodexho Marriott Services 19%; Aramark 11%; Compass 7%]
Note: Excludes self-operated units
Source: Company estimates
<PAGE>
THE U.S. FACILITIES MANAGEMENT SERVICES INDUSTRY IS VIRTUALLY UNTAPPED
================================================================================
[Bar graph showing (i) contracted market penetration and (ii) self-operated
market size, as follows:
Contracted Market Self-Operated
----------------- -------------
(in billions)
Healthcare 10% $37.6
Univ. and Colleges 15% 12.3
Schools 3% 20.0
Corporate Services 6% 39.4]
Note: Percent represents the proportion of each market segment that is
outsourced
Source: Company's estimates, based upon a compilation of data from trade
publications and industry associations
<PAGE>
5 POINT GROWTH STRATEGY
================================================================================
. PROTECT OUR CUSTOMER BASE
. WIN NEW ACCOUNTS
. EXPAND FACILITIES MANAGEMENT SERVICES
. GAIN OPERATIONAL EFFICIENCIES
. MAKE SELECTIVE STRATEGIC ACQUISITIONS
<PAGE>
SELECTED BUSINESS SEGMENT INFORMATION
================================================================================
UNAUDITED PRO FORMA RESULTS FOR CY 1997
SALES = $4.2B
[graphic: pie chart showing following sections: Healthcare 31%, Corporate 30%;
Higher Education 27%; Schools 7%; Other 5%]
DIVISIONAL OP. PROFIT = $260MM
[graphic: pie chart showing following sections: Healthcare 40%, Corporate 30%;
Higher Education 21%; Schools 6%; Other 3%]
<PAGE>
HEALTHCARE SERVICES
================================================================================
. SELECTED ACCOUNTS [photo: healthcare
employee at work]
NIH CLEVELAND CLINIC
STANFORD UNIV. HOSPITAL LENOX HILL (NYC)
DETROIT MEDICAL CENTER ST. ELIZABETH MED. CTR. (BOS.)
. NO. 1 IN CONTRACTED FOOD SERVICE BUSINESS WITH 42% MARKET SHARE
. ONLY 13% CONTRACTED MARKET - TRADITIONALLY SELF-OPERATED
. 7% SHARE OF CONTRACTED FACILITIES MANAGEMENT MARKET
<PAGE>
CORPORATE SERVICES
================================================================================
. SELECTED ACCOUNTS [photo: food service
employee serving customer]
LUCENT TECHNOLOGIES HEWLETT-PACKARD
UNITED AIRLINES SATURN
FORD MOTOR MICROSOFT
. NO. 1 IN CONTRACTED FOOD SERVICES MARKET WITH 15% SHARE
. INNOVATION IS CRITICAL TO GAINING SHARE
- CROSSROADS CUISINES(R)
. FACILITIES MANAGEMENT SERVICES AND FEDERAL GOVERNMENT SEGMENTS OFFER
SUBSTANTIAL GROWTH POTENTIAL
OUTSOURCING IS NOW AN ACCEPTED BUSINESS MANAGEMENT TOOL
<PAGE>
HIGHER EDUCATION SERVICES
================================================================================
. SELECTED ACCOUNTS [photo: students seated
at cafeteria table]
UNIVERSITY OF PITTSBURGH NORTHWESTERN UNIVERSITY
GEORGIA TECH UCLA
NORTH CAROLINA A&T COLORADO STATE UNIVERSITY
. NO. 1 WITH 19% SHARE OF CONTRACTED FOOD SERVICES MARKET
. ENROLLMENT INCREASING AFTER A DECADE OF NO GROWTH
. TREND TOWARD OUTSOURCING FACILITIES MANAGEMENT
CONTROLLING RISING STUDENT FEES IS DRIVING INCREASED OUTSOURCING
<PAGE>
SCHOOL SERVICES
================================================================================
. SELECTED ACCOUNTS [photo: school children
in cafeteria line]
CHICAGO, IL TULSA, OK
NORFOLK, VA BURBANK, CA
GRANITE DISTRICT (SLC, UT) COLORADO SPRINGS, CO
. NO. 1 IN MARKET
. 11% SHARE OF CONTRACTED FOOD SERVICES MARKET AND 10% SHARE OF CONTRACTED
FACILITIES MARKET
. SODEXHO MARRIOTT IS THE ONLY PROVIDER ALREADY MEETING NEW USDA GUIDELINES
OUTSOURCING IS RAPIDLY GAINING GROUND
<PAGE>
FINANCIAL DYNAMICS
<PAGE>
SODEXHO MARRIOTT'S FINANCIAL PROFILE
================================================================================
"CASH IS KING"
. INCREASING MARGINS
. GOAL OF ZERO TO NEGATIVE WORKING CAPITAL
. NOT CAPITAL INTENSIVE
. REDUCE DEBT BY ABOUT $600MM OVER 6 YEARS
. PREDICTABLE SEASONALITY PATTERN
<PAGE>
PRO FORMA BALANCE SHEET
================================================================================
AS OF 9/12/97 UNAUDITED
($MILLIONS)
ASSESTS LIABILITIES & OE
- ------- ----------------
CURRENT ASSETS $ 535 CURRENT LIABILITIES $ 477
PP & E 82 LONG-TERM DEBT 1,222
INTANGIBLE ASSETS 584 OTHER LT LIABILITIES 142
OTHER 98 STOCKHOLDERS EQUITY (542)
------ ------
TOTAL ASSETS $1,299 TOTAL L&OE $1,299
====== ======
<PAGE>
PRO FORMA FINANCIAL SUMMARY
================================================================================
UNAUDITED
($millions)
53 WEEKS 52 WEEKS
1996 1997
-------- --------
SALES $ 4,020 $ 4,164
EBITDA (1) 220 240
(1) EXCLUDES THE EFFECT OF SYNERGIES AND ONE-TIME TRANSACTION
AND INTEGRATION COSTS
<PAGE>
THE STRATEGIC COMBINATION RESULTS IN SIGNIFICANT COST SAVING SYNERGIES
================================================================================
. EXPECTED TO GROW TO $60 MILLION ANNUALLY OVER THE NEXT 3 YEARS
- 2/3 FROM INCREASED PURCHASING POWER
- 1/3 FROM ELIMINATING DUPLICATIVE EFFORTS
<PAGE>
NET INCOME CAGR IN HIGH TEENS
================================================================================
. CONTRACTED MARKET GROWING FASTER THAN INFLATION
. INCREASED MARKET SHARE
. DECLINING DEBT BALANCES
. MARGIN EXPANSION
- OPERATING LEVERAGE
- SYNERGIES
<PAGE>
EXPERIENCED MANAGEMENT TEAM
================================================================================
[Chart:
Management structure showing Chuck O'Dell, President & Chief Executive Officer,
and officers reporting to him: Michel Landel, Executive V.P. Schools, Laundry,
Canada; Tony Alibrio, President Health Care Services; Bill Hamman, President,
Higher Education Services; Bob Jantzen, President Corporate Services; Larry
Hyatt, S.V.P. & CFO; Randy Harris, S.V.P. & Chief H.R. Officer; Bob Stern,
S.V.P. & General Counsel; Tony Wilson, S.V.P. Marketing & Prod. Development;
David Smail, S.V.P. & CIO; Steve Brady, S.V.P. Corp. Comm.; New Ventures, TBD]
EACH MEMBER OF THIS TEAM HAS AN AVERAGE OF 15 YEARS IN THE INDUSTRY
<PAGE>
LEADERSHIP TEAM
================================================================================
. PROVEN INTEGRATION SKILLS
. PUBLIC COMPANY EXPERIENCE
. INCENTIVE-BASED COMPENSATION
. EQUITY OWNERSHIP
<PAGE>
SODEXHO MARRIOTT'S DIRECTORS ARE PROVEN VALUE CREATORS
================================================================================
BILL SHAW (CHAIRMAN) - PRESIDENT & COO, MARRIOTT INTERNATIONAL
CHUCK O'DELL - PRESIDENT & CEO, SODEXHO MARRIOTT SERVICES
PIERRE BELLON - CHAIRMAN AND CEO, SODEXHO ALLIANCE
BERNARD CARTON - SVP AND CFO, SODEXHO ALLIANCE
JOHN MARRIOTT - SVP, MARRIOTT INTERNATIONAL
EDOUARD DE ROYERE - FORMER CHAIRMAN AND CEO OF L'AIR LIQUIDE
DANIEL ALTOBELLO - CHAIRMAN, ONEX FOOD SERVICES
DOCTOR CRANTS - FOUNDER, CORRECTIONS CORPORATION OF AMERICA
<PAGE>
INVESTMENT HIGHLIGHTS
================================================================================
. SUBSTANTIAL GROWTH OPPORTUNITIES
. CLEAR MARKET LEADER
. FOCUSED STRATEGY
. PART OF THE WORLDWIDE SODEXHO ALLIANCE NETWORK
. PROVEN MANAGEMENT TEAM
. STRONG RELIABLE EARNINGS STREAM
