Marriott International (MAR) 10-K risk factor changes: FY2021 vs FY2020

In addition, these risks could cause results to differ materially from those we express in forward-looking statements contained in this [removed: Annual Report] [added: report] or in other Company communications.

COVID-19 has been and continues to be a complex and evolving situation, with governments, public institutions and other organizations imposing or recommending, and businesses and individuals implementing, at various times and to varying degrees, restrictions on various activities or other actions to combat its spread, such as [added: warnings,] restrictions and bans on [removed: travel] [added: travel, transportation] or [removed: transportation; limitations on the size of] in-person gatherings; closures of, or occupancy or other operating limitations on, work facilities, lodging facilities, food and beverage establishments, schools, public buildings and businesses; cancellation of events, including sporting events, conferences and meetings; and quarantines and lock-downs.

COVID-19 [removed: and its consequences have] [added: has] dramatically reduced travel and demand for hotel rooms, [removed: which has] and [removed: will continue] [added: has negatively impacted, in some cases is continuing] to [added: negatively] impact [added: and may in the future negatively impact,] our business, operations, and financial [removed: results.][added: results, including, but not limited to, as follows:]

[added: The extent to which COVID-19 impacts our business, operations, and financial results will depend on the] factors described above and numerous other evolving factors that we may not be able to accurately predict or assess, including the [added: continued] duration and scope of COVID-19; the [removed: availability] [added: availability, effectiveness] and [removed: distribution] [added: acceptance] of [removed: effective] vaccines [removed: or] [added: and] treatments; COVID-19’s impact on global and regional economies and economic activity, [removed: including the duration and magnitude of its impact on] unemployment rates and consumer discretionary spending; [removed: its] [added: COVID-19’s] short and longer-term impact on the demand for travel, [added: including business] transient and group business, and levels of consumer confidence; [removed: the ability of our owners] and [removed: franchisees] [added: the extent] to [removed: successfully navigate] [added: which] the [removed: impacts] [added: recovery] of [removed: COVID-19; and how quickly economies,] travel [removed: activity,] and [removed: demand for] lodging [removed: recovers after the] [added: demand is disrupted by new COVID-19 variants or other dislocations in] pandemic [removed: subsides.][added: recovery.]

COVID-19, and the volatile regional and global economic conditions stemming from COVID-19, as well as [removed: reactions to future pandemics] [added: additional] or [removed: resurgences of COVID-19,] [added: unforeseen effects from the COVID-19 pandemic or future pandemics,] could also give rise to, [removed: aggravate] [added: aggravate,] and impact our ability to allocate resources to mitigate the other risks that we identify below, which in turn could materially adversely affect our business, liquidity, financial condition, and results of operations.

Our industry is highly competitive, which may impact our ability to compete successfully for [removed: guests with other hotel properties and home sharing or rental services. We operate in markets that contain many competitors.][added: guests.]

Our ability to remain competitive and attract and retain business and leisure travelers depends on our success in distinguishing the [removed: quality, value,] [added: quality] and [removed: efficiency of] [added: value of, and driving preference for,] our lodging products and services, including our Loyalty Program, direct booking channels, [removed: and] consumer-facing technology platforms and services, [added: and other offerings (including our co-branded credit cards),] from those offered by others.

Further, new lodging supply in individual markets could have a negative impact on the hotel industry and hamper our ability to [added: maintain or] increase room rates or occupancy in those markets.

[removed: Economic downturns and other global, national, and regional conditions could further impact our financial results and growth.] Because we conduct our business on a global platform, changes in global, national, or regional economies, governmental policies (including in areas such as trade, travel, immigration, healthcare, and related issues), and geopolitical and social conditions impact our activities.

Our business is impacted by decreases in travel resulting from weak economic conditions, changes in energy prices and currency values, [added: technologies that provide alternatives to in-person meetings and events,] political instability, [added: geopolitical conflict,] heightened travel security measures, travel advisories, disruptions in air travel, and concerns over disease, violence, war, or terrorism.

Even after COVID-19 [removed: subsides or effective vaccines or treatments become widely available,] [added: subsides,] our business, markets, growth [removed: prospects] [added: prospects,] and business model could continue to be materially impacted or altered.

[removed: Premature termination of our management or franchise agreements could hurt our financial performance.] Our hotel management and franchise agreements may be subject to premature termination in certain circumstances, such as the bankruptcy of a hotel owner or franchisee, the failure of the hotel owner or franchisee to comply with its payment or other obligations under the agreement, a failure under some agreements to meet specified financial or performance criteria [removed: that are subject to the risks described in this section,] which we [removed: fail or elect] [added: do] not [removed: to] cure, or in certain limited cases, other negotiated contractual termination rights.

When terminations occur for [added: certain of] these or other reasons, we may need to enforce our right to damages for breach of contract and related claims, which may cause us to incur significant legal fees and expenses.

We may have difficulty collecting damages from the hotel owner or franchisee, and any damages we ultimately collect could be less than the projected future value of the fees and [added: other amounts we would have otherwise collected under the management or franchise agreement.]

Disagreements with owners of hotels that we manage or franchise may result in [added: arbitration or] litigation or delay implementation of product or service [removed: initiatives. Consistent with our focus on management and franchising, we own very few of our lodging properties.][added: initiatives.]

The nature of our responsibilities under our management agreements to manage each hotel and enforce the standards required for our brands under both management and franchise agreements may be subject to interpretation and [removed: will] [added: will,] from time to [removed: time] [added: time,] give rise to disagreements, which may include disagreements over the need for or payment for new product, service or systems initiatives, the timing and amount of capital investments, and reimbursement for operating costs, system costs, or other amounts.

[removed: Such] [added: In the months following the onset of the COVID-19 pandemic, we saw an increase in such disagreements, and an increase in] disagreements may become more likely [added: again] in the [removed: current environment and] [added: future] during other periods when hotel returns are weaker.

We seek to resolve any disagreements [added: and] to develop and maintain positive relations with current and potential hotel owners, franchisees, and real estate investment partners, but we cannot always do so.

Failure to resolve such disagreements has resulted in [added: arbitration or] litigation, and could do so in the future.

If any such [removed: litigation] [added: dispute resolution process] results in an adverse [removed: judgment, settlement, or court order,] [added: outcome,] we could suffer significant losses, our profits could be reduced, or our future ability to operate our business could be constrained.

An increase in the use of third-party Internet services to book online hotel reservations could adversely impact our [removed: business. Some of our hotel rooms are booked through Internet travel intermediaries such as Expedia.com, Priceline.com, Booking.com, Travelocity.com, and Orbitz.com, as well as lesser-known online travel service providers.][added: business.]

Although our Best Rate Guarantee and Member Rate programs have helped limit guest preference shift to intermediaries and greatly reduced the ability of intermediaries to undercut the published rates at our hotels, intermediaries continue to use a variety of aggressive online marketing methods to attract guests, including the purchase by certain companies of trademarked online keywords such as “Marriott” from Internet search engines such as Google, Bing, Yahoo, and Baidu to steer guests toward their [removed: websites (a practice that has been challenged by various trademark owners in federal court).][added: websites.]

Our growth strategy depends upon attracting third-party owners and franchisees to our platform, and future arrangements with these third parties may be less favorable to us, depending on the terms offered by our [removed: competitors. Our growth strategy for adding lodging facilities entails entering into and maintaining various arrangements with property owners.][added: competitors.]

We cannot assure you that any of our current arrangements will continue or that we will be able to [removed: enter into future arrangements,] renew [removed: agreements,] [added: agreements] or enter into new agreements in the future on terms that are as favorable to us as those that exist today.

The [removed: growing] significance of our operations outside of the U.S. makes us [removed: increasingly] susceptible to the risks of doing business internationally, which could lower our revenues, increase our costs, reduce our profits, disrupt our business, or damage our [removed: reputation. A significant number of rooms in our system are located outside of the U.S. and its territories.][added: reputation.]

[removed: To the extent that] [added: A significant number of rooms in] our [removed: international operations continue to grow, this increasingly] [added: system are located outside of the U.S. and its territories, which] exposes us to [removed: the] [added: certain] challenges and [removed: risks of doing business outside the U.S.,] [added: risks,] many of which are outside of our control, and which could materially reduce our revenues or profits, materially increase our costs, result in significant liabilities or sanctions, significantly disrupt our business, or significantly damage our reputation.

These challenges and risks include: (1) compliance with complex and changing laws, [removed: regulations] [added: regulations,] and government [removed: policies] [added: policies, including sanctions,] that [removed: may] [added: could have a material negative] impact [added: on] our [removed: operations, such as foreign ownership restrictions, import and export controls, trade restrictions, and health and safety requirements; (2) compliance with U.S. and foreign laws that] [added: operations or our ability to pursue development opportunities, cause reputational damage, or otherwise] affect [removed: the activities of companies abroad, such as competition laws, cybersecurity and privacy laws, data localization requirements, currency regulations, national security laws, trade and economic sanctions, and other laws affecting dealings with certain nations; (3)] [added: us; (2)] the difficulties involved in managing an organization doing business in many different countries; [removed: (4)] [added: (3)] uncertainties [removed: as to] [added: regarding] the [added: interpretation of local laws and the] enforceability of contract and intellectual property rights under local laws; and [removed: (5)] [added: (4)] rapid changes in government policy, political or civil unrest, acts of terrorism, war, pandemics or other health emergencies, border control measures or other travel restrictions, or the threat of international boycotts or U.S. anti-boycott legislation.

The compliance programs, internal [removed: controls] [added: controls,] and policies we maintain and enforce to promote compliance with [removed: applicable anti-bribery and anti-corruption] laws [added: and regulations] may not prevent our associates, contractors, or agents from [removed: acting in ways prohibited by] [added: materially violating] these laws and regulations.

[removed: Exchange rate fluctuations and foreign exchange hedging arrangements could result in significant foreign currency gains and losses and affect our business results.] We earn revenues and incur expenses in foreign currencies as part of our operations outside of the U.S. Accordingly, fluctuations in currency exchange rates may significantly increase the amount of U.S. dollars required for foreign currency expenses or significantly decrease the U.S. dollars we receive from foreign currency revenues.

[removed: We expect] [added: To the extent] that our [added: international operations continue to grow, our] exposure to foreign currency exchange rate fluctuations will [removed: grow as the relative contribution of our non-U.S. operations increases.][added: grow.]

[removed: These hedging agreements also do not cover all currencies in which we do business, do not eliminate foreign] currency risk entirely for the currencies that they do cover, and involve costs and risks of their own in the form of transaction costs, credit [removed: requirements] [added: requirements,] and counterparty risk.

[removed: Our business depends on the quality and reputation of our Company and our brands, and any deterioration could adversely impact our market share, reputation, business, financial condition, or results of operations.] Many factors can affect the reputation [added: and value] of [added: our Company or] one or more of our properties or [removed: brands and the value of our] brands, including [removed: service, food quality] [added: our ability to protect] and [removed: safety, safety of] [added: use] our [removed: guests] [added: brands] and [removed: associates,] [added: trademarks;] our [removed: approach] [added: hotels’ adherence] to [removed: health] [added: service] and [removed: cleanliness,] [added: other brand standards;] our approach [added: to, or incidents involving, matters related] to [added: food quality and safety, guest and associate safety, health and cleanliness,] managing and reducing our carbon [removed: footprint, availability] [added: footprint] and [removed: management] [added: our use] of scarce natural resources, supply chain management, [removed: ability to protect] and [removed: use our brands and trademarks,] diversity, human rights, and support for local [removed: communities.][added: communities; and our compliance with applicable laws.]

Reputational value is also based on perceptions, and broad access to social media makes it easy for anyone to provide public feedback that can influence perceptions of us, our [removed: brands] [added: brands,] and our hotels, and it may be difficult to control or effectively manage negative publicity, regardless of whether it is accurate.

While reputations may take decades to build, negative incidents can quickly erode trust and confidence, particularly if they result in adverse mainstream and social media publicity, governmental [removed: investigations] [added: investigations, proceedings] or penalties, or litigation.

[removed: Actions by our franchisees and licensees or others could adversely affect our image and reputation.] We franchise and license many of our brand names and trademarks to third parties for lodging, timeshare, and residential properties, and with respect to our credit card programs.

If these third parties fail to maintain or act in accordance with applicable brand standards; experience operational problems, including any data or privacy [removed: incident involving guest information] [added: incident,] or a circumstance involving guest or associate health or safety; or project a brand image inconsistent with ours, then our image and reputation could suffer.

Although our agreements with these parties provide us with recourse and remedies in the event of a breach, including termination of the agreements under certain circumstances, it could be expensive or [removed: time consuming] [added: time-consuming] for us to [added: pursue such remedies and even if we are successful in pursuing such remedies, that may not be sufficient to mitigate reputational harm to us.]

Collective bargaining activity and strikes could disrupt our operations, increase our labor costs, and interfere with the ability of our management to focus on executing our business [removed: strategies. A significant number of associates at our managed, leased, and owned hotels are covered by collective bargaining agreements.][added: strategies.]

Labor disputes and disruptions have in the past, and could in the future, result in adverse publicity [added: or regulatory investigations] and adversely affect operations and revenues at affected hotels.

In addition, labor disputes and disruptions [added: or increased demands from labor unions] could harm our relationship with our associates, result in increased regulatory [added: requirements or] inquiries and enforcement by governmental authorities, harm our relationships with our guests and customers, divert management attention, and reduce customer demand for our services, all of which could have an adverse effect on our reputation, business, financial condition, or results of operations.

- reducing revenues at our managed and franchised hotels, owned and leased hotels, and properties in which we have an investment;

- impacting the ability of our managed and franchised hotels, owned and leased hotels, and properties in which we have an investment to meet expenses, including payment of amounts owed to us;

- adversely affecting the value of our owned and leased properties or investments;

- affecting the ability or willingness of hotel owners and franchisees to service, repay or refinance existing indebtedness or similar obligations, including loans or guaranty advances we have made to or for them;

- making it more difficult for hotel owners and franchisees to obtain financing on commercially acceptable terms, or at all;

- causing hotel construction and opening delays;

- decreasing the rate at which new projects enter our pipeline;

- causing a significant number of hotels to exit our system;

- requiring us to borrow or otherwise raise a significant amount of cash in order to preserve financial flexibility, repay maturing debt and manage debt maturities;

- causing the terms of our borrowing to be more expensive or more restrictive; and

- adversely affecting our ability to attract and retain associates.

We operate in markets that contain many competitors.

Economic downturns and other global, national, and regional conditions could further impact our financial results and growth.

Premature termination of our management or franchise agreements could hurt our financial performance.

Consistent with our focus on management and franchising, we own very few of our lodging properties.

Some of our hotel rooms are booked through Internet travel intermediaries such as Expedia.com, Priceline.com,

Booking.com, Travelocity.com, and Orbitz.com, as well as lesser-known online travel service providers.

Our growth strategy for adding lodging facilities entails entering into and maintaining various arrangements with property owners.

Our failure to comply with applicable laws and regulations may increase our costs, reduce our profits, or limit our growth. We and the hotels that we franchise or manage are subject to a variety of laws and regulations around the globe, including, among others, laws related to employment practices; marketing and advertising efforts; trade and economic sanctions; anti-bribery and anti-corruption; cybersecurity, data privacy, data localization and the handling of personally identifiable information; competition; the environment; health and safety; liquor sales; and the offer and sale of franchises.

The failure to meet the requirements of applicable laws or regulations, or publicity resulting from actual or alleged failures, could have a significant adverse effect on our results of operations or reputation.

Exchange rate fluctuations and foreign exchange hedging arrangements could result in significant foreign currency gains and losses and affect our business results.

These hedging agreements also do not cover all currencies in which we do business, do not eliminate foreign

Our business depends on the quality and reputation of our Company and our brands, and any deterioration could adversely impact our market share, reputation, business, financial condition, or results of operations.

Actions by our franchisees and licensees or others could adversely affect our image and reputation.

A significant number of associates at our managed, leased, and owned hotels are covered by collective bargaining agreements.

We compete with other companies both within and outside of our industry for personnel.

We have experienced challenges hiring for certain positions due to various factors, such as increasing wage expectations and competition for labor from other industries, and these circumstances could continue or worsen in the future to an extent and for durations that we are not able to predict.

Labor

shortages have resulted and could continue to result in higher wages and initial hiring costs, increasing our labor costs and labor costs at our hotels, which could reduce our revenues and profits.

Risks relating to natural or man-made disasters, contagious diseases, violence, or war have reduced the demand for lodging, which has adversely affected our revenues.

Climate change and sustainability related concerns could have a material adverse effect on our business and results of operations. We are subject to the risks associated with the physical effects of climate change (including changes in sea levels, water shortages, droughts, and the natural disasters discussed in the preceding paragraph) and with changes in laws and regulations related to climate change and sustainability.

Compliance with future climate-related legislation and regulation, and our efforts to achieve science-based emissions reduction targets, could be difficult and costly.

Consumer travel preferences may also shift due to sustainability related concerns or costs.

As a result of the foregoing, we may experience significant increased operating and compliance costs, operating disruptions or limitations, reduced demand, constraints on our growth, and physical damage to our hotels, all of which could adversely affect our profits.

Insurance may not cover damage to, or losses involving, properties that we own, manage, or franchise, or other aspects of our business, and the cost of such insurance could increase.

As of December 31, 2021, we had $18.0 billion of goodwill and other intangible assets.

Our hotel owners and franchisees depend on capital to buy, develop, and improve hotels, and they may be unable to access capital when necessary.

Our ability to grow our management and franchise systems is subject to the range of risks associated with real estate investments.

Our renovation activities expose us to project cost, completion, and resale risks.

Our owned properties and other real estate investments subject us to numerous risks.

The extent to which COVID-19 impacts our business, operations, and financial results will depend on the

COVID-19 has subjected our business, operations and financial condition to a number of risks, including, but not limited to, those discussed below:

- Risks Related to Revenue: COVID-19 has negatively impacted, and will in the future negatively impact to an extent we are unable to predict, our revenues from managed and franchised hotels, which are primarily based on hotels’ revenues or profits.

In addition, COVID-19 and its impact on global and regional economies, and the hospitality industry in particular, has made it difficult for hotel owners and franchisees to obtain financing on attractive terms, or at all, and increased the probability that hotel owners and franchisees will be unable or unwilling to service, repay or refinance existing indebtedness.

This has caused, and may in the future continue to cause, some lenders to declare a default, accelerate the related debt, foreclose on the property or exercise other remedies, and some hotel owners or franchisees to declare bankruptcy.

If a significant number of our management or franchise agreements are terminated as a result of bankruptcies, sales or foreclosures, our results of operations could be materially adversely affected.

Hotel owners or franchisees in bankruptcy may not have sufficient assets to pay us termination fees or other unpaid fees or reimbursements we are owed under their agreements with us.

Even if hotel owners or franchisees do not declare bankruptcy, the significant decline in revenues for most hotels has impacted the timely payment of amounts owed to us by some hotel owners and franchisees, and could in the future materially impact the ability or willingness of hotel owners and franchisees to fund working capital or pay us other amounts that we are entitled to on a timely basis or at all, which would adversely affect our liquidity.

If a significant number of hotels exit our system as a result of COVID-19, whether as a result of a hotel owner or franchisee bankruptcy, failure to pay amounts owed to us, a negotiated termination, the exercise of contractual termination rights, or otherwise, our revenues and liquidity could be materially adversely affected.

COVID-19 has also materially impacted, and could in the future materially impact, other non-hotel related sources of revenues for us, including for example our fees from our co-brand credit card arrangements, which have been and may continue to be affected by COVID-19’s impact on spending patterns of co-brand cardholders and acquisition of new co-brand cardholders.

Also, testing our intangible assets or goodwill for impairments due to reduced revenues or cash flows could result in additional charges, which could be material.

- Risks Related to Owned and Leased Hotels and Other Real Estate Investments: COVID-19 and its impact on travel has reduced demand at nearly all hotels, including our owned and leased hotels and properties owned by entities in which we have an equity investment.

As a result, most of our owned and leased hotels and properties in which we have an investment are not generating revenue sufficient to meet expenses, which is adversely affecting our income and could in the future more significantly adversely affect the value of our owned and leased properties or investments.

In addition, we have seen and could continue to see entities in which we have an investment experience challenges securing additional or replacement financing to satisfy maturing indebtedness.

As a result of the foregoing, we have recognized, and may in the future be required to recognize, significant non-cash impairment charges to our results of operations.

- Risks Related to Operations: Because of the significant decline in the demand for hotel rooms, we have taken steps to reduce operating costs and improve efficiency, including furloughing a substantial number of our associates and implementing reduced work weeks for other associates, implementing a voluntary transition program for certain associates, eliminating a significant number of above-property and on-property positions, and modifying food and beverage offerings and other services and amenities.

Such steps, and further changes we could make in the future to reduce costs for us or our hotel owners or franchisees (including ongoing property-level restructuring plans), may negatively impact guest loyalty, owner preference, or our ability to attract and retain associates, and our reputation and market share may suffer as a result.

For example, loss of our personnel may cause us to experience operational challenges that impact guest loyalty, owner preference, and our market share, which could limit our ability to maintain or expand our business and could reduce our profits.

Further, reputational damage from, and the financial impact of, position eliminations, furloughs or reduced work weeks could lead associates to depart the Company and could make it harder for us or the managers of our franchised properties to recruit new associates in the future.

In addition, if we or our hotel owners or franchisees are unable to access capital to make physical improvements to our hotels, the quality of our hotels may suffer, which may negatively impact our reputation and guest loyalty, and our revenue and market share may suffer as a result.

We have received demands or requests from labor unions that represent our associates and may face additional demands, whether in the course of our periodic renegotiation of our collective bargaining agreements or otherwise, for additional compensation, healthcare benefits or other terms as a result of COVID-19 that

could increase costs, and we could experience labor disputes or disruptions as we continue to operate under our COVID-19 mitigation and recovery plans.

COVID-19 could also negatively affect our internal control over financial and other reporting, as many of our personnel have departed the Company as a result of our voluntary transition program and position eliminations, and our remaining personnel are often working from home.

In addition, new processes, procedures and controls could be required to respond to changes in our business environment.

- Risks Related to Expenses: COVID-19 has caused us to incur additional expenses and will continue to cause us to incur additional expenses in the future which are not fully reimbursed or offset by revenues.

For example, we have already incurred certain expenses related to furloughs, our voluntary transition program and position eliminations, and we expect additional charges related to our property-level restructuring activities discussed in Note 3 in future periods.

Also, if a hotel closes and has employees covered by an underfunded multi-employer pension plan, we may need to pay withdrawal liability to the plan as result of such closure if it is determined that there has been a complete or partial withdrawal from the plan, and we may be unable to collect reimbursement from the hotel owner.

In addition, COVID-19 could make it more likely that we have to fund shortfalls in operating profit under our agreements with some hotel owners or fund financial guarantees we have made to third-party lenders for the timely repayment of all or a portion of certain hotel owners’ or franchisees’ debt related to hotels that we manage or franchise, beyond the amounts funded or the additional guarantee reserves recorded in 2020.

COVID-19 also makes it more likely our hotel owners or franchisees will default on loans we have made to them or will fail to reimburse us for guarantee advances.

Our ability to recover loans and guarantee advances from hotel operations or from hotel owners or franchisees through the proceeds of hotel sales, refinancing of debt or otherwise may also affect our ability to recycle and raise new capital.

Even in situations where we are not obligated to provide funding to hotel owners, franchisees or entities in which we have a noncontrolling interest, we may choose to provide financial or other types of support to certain of these parties, which could materially increase our expenses.

While governments have and may continue to implement various stimulus and relief programs, it is uncertain whether existing programs will be effective in mitigating the impacts of COVID-19 and, with respect to future programs, to what extent we or our hotel owners or franchisees will be eligible to participate and whether conditions or restrictions imposed under such programs will be acceptable.

As a result of COVID-19, we and our hotel owners and franchisees have experienced and could continue to experience other short or longer-term impacts on costs, for example, related to enhanced health and hygiene requirements.

These effects have and could continue to impact our ability to generate profits even after revenues improve.

- Risks Related to Growth: Our growth has been, and may continue to be, harmed by COVID-19 and its various impacts as discussed above.

Many current and prospective hotel owners and franchisees are finding it difficult or impossible to obtain hotel financing on commercially viable terms.

COVID-19 has caused and may continue to cause some projects that are in construction or development to be unable to draw on existing financing commitments or secure additional or replacement financing to complete construction, and additional or replacement financing that is available may be on less favorable terms.

COVID-19 has caused and may continue to cause construction delays due to government restrictions and shortages of workers or supplies.

As a result, some of the properties in our development pipeline will not enter our system when we anticipated, or at all.

We have seen, and may continue to see, opening delays and a decrease in the rate at which new projects enter our pipeline, and we may see an increase in the number of projects that fall out of our pipeline as a result of project cancellations or other factors.

*A discussion regarding our financial condition and results of operations for year-end [removed: 2019] [added: 2020] compared to year-end [removed: 2018] [added: 2019] can be found in Part II, Item [removed: 7] [added: 7,] “Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations”] [added: Operations,”] of our Annual Report on Form [removed: 10-K] [added: 10-K/A] for the fiscal year ended December 31, [removed: 2019,] [added: 2020,] as filed with the SEC on [removed: February 27, 2020.*][added: April 2, 2021 (“2020 Form 10-K”).*]

We are a worldwide operator, franchisor, and licensor of hotel, residential, and timeshare properties in [removed: 133] [added: 139] countries and territories under 30 brand names.

We discuss our operations in the following [removed: three] reportable business segments: U.S. & [removed: Canada; Asia Pacific; and Europe, Middle East] [added: Canada] and [removed: Africa (“EMEA”).][added: International.]

For our hotels in the Middle East and [removed: Africa and in the] [added: Africa,] Asia Pacific [removed: region,] [added: excluding China, and Greater China regions,] incentive management fees typically consist of a percentage of gross operating profit without adjustment for a specified owner return.

Net house profit is calculated as gross operating profit (also referred to as “house profit”) less non-controllable expenses such as property insurance, real estate taxes, and [removed: capital spending] [added: furniture, fixtures, and equipment (FF&E)] reserves.

See Note [removed: 8] [added: 5] for [removed: additional] [added: more] information.

See Note [removed: 8] [added: 7] for additional information related to expenses incurred in [removed: 2020 and 2019,] [added: 2021,] insurance recoveries, and legal proceedings and governmental investigations related to the Data Security Incident.

Comparisons to [removed: the] prior [removed: year period] [added: periods] are on a constant U.S. dollar basis.

We define our comparable properties as our properties that were open and operating under one of our brands since the beginning of the last full calendar year (since January 1, [removed: 2019] [added: 2020] for the current period) and have not, in either the current or previous year: (1) undergone significant room or public space renovations or expansions, (2) been converted between company-operated and franchised, or (3) sustained substantial property damage or business interruption, with the exception of properties closed or otherwise experiencing interruptions related to COVID-19, which we continue to classify as comparable.

For [removed: 2020] [added: 2021] compared to [removed: 2019,] [added: 2020,] we had [removed: 4,641] [added: 4,906] comparable U.S. & Canada properties and [removed: 1,340] [added: 1,510] comparable International properties.

COVID-19 continues to have a material impact on our [removed: business, our Company,] [added: business] and [removed: our] industry.

We continue to take [removed: substantial] measures to mitigate the negative financial and operational impacts [added: of COVID-19] for our hotel owners and our own business.

See Note [removed: 3] [added: 9] for [removed: more] [added: further] information about our [removed: restructuring activities.][added: long-term debt.]

[removed: In the 2020 fourth quarter,] [added: As of February 1, 2022,] we [added: have] received [removed: $119] [added: Employee Retention Tax Credit (“ERTC”) refunds from the U.S. Treasury totaling $170] million, [removed: $94] [added: including $119] million [added: in 2020 and $51 million in 2021,] of which we passed through [added: $94 million and $48 million, respectively,] to the related hotels that we manage on behalf of owners.

[removed: The impact of COVID-19 on the Company remains fluid, as does our corporate and property-level response, and we] [added: We] expect to continue to assess [added: the situation] and may implement additional measures to adapt our operations and plans [removed: as we continue] to [removed: evaluate] [added: address] the implications of COVID-19 on our business.

The overall operational and financial impact is highly dependent on [added: the breadth and duration of COVID-19 and could be affected by other factors we are not currently able to predict.]

Approximately [removed: 45] [added: 50] percent of [removed: added rooms] [added: our 2021 gross room additions] are located outside U.S. & Canada, and [removed: 13] [added: 21] percent [removed: are] [added: were] conversions from competitor brands.

At year-end [removed: 2020,] [added: 2021,] we had [removed: more than 498,000] [added: roughly 485,000] rooms in our development pipeline, which includes [removed: hotel rooms under construction,] [added: more than 202,000] hotel rooms under [removed: signed contracts,] [added: construction] and [removed: roughly 20,000] [added: approximately 19,000] hotel rooms approved for development but not yet under signed contracts.

At year-end [removed: 2020,] [added: 2021,] we operated, franchised, and licensed the following properties and rooms:

| | | | Managed | | | | | | | | | | | | Franchised/Licensed | | | | | | | | | | | | Owned/Leased | | | | | | | | | | | | | | | | | | [added: Residential | | | | | | | | | | | |] Total | | | | | | | | | | | | | | |

| | | | Properties | | | | | | Rooms | | | | | | Properties | | | | | | Rooms | | | | | | Properties | | | | | | Rooms | | | | | | | | | | | | | | | | | | Properties | | | | | | Rooms | | | [added: | | | Properties | | | | | | Rooms | | |]

The following tables present RevPAR, occupancy, and ADR statistics for comparable properties for [removed: 2020] [added: 2021] and [removed: 2020] [added: 2021] compared to [removed: 2019.][added: 2020.]

| | | | [removed: 2020] [added: 2021] | | | | | | vs. [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | vs. [removed: 2019] [added: 2020] | | | | | | | | | [removed: 2020] [added: 2021] | | | | | | vs. [removed: 2019] [added: 2020] | | |

(1)Includes [removed: Europe] [added: Greater China, Asia Pacific excluding China, Caribbean & Latin America, Europe,] and Middle East & Africa.

[removed: (3)Includes] [added: (2)Includes] U.S. & Canada and International - All.

See the “Impact of COVID-19” section above for more information about the impact to our business during [removed: 2020,] [added: 2021,] and the discussion below for additional analysis of our consolidated results of operations for [removed: 2020 and 2019.][added: 2021 compared to 2020.]

| *($ in millions)* | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | | | | | | | Change [removed: 2020] [added: 2021] vs. [removed: 2019] [added: 2020] | | | | | | | | | | | | | | | | | | | | |

| Base management fees | | | $ | [removed: 443] [added: 669] | | | | | $ | [removed: 1,180] [added: 443] | | | | | | | | | | | $ | [removed: (737)] [added: 226] | | | | | [removed: (62)] [added: 51] | | % | | | | | | | | | | | | |

| Franchise fees | | | [removed: 1,153] [added: 1,790] | | | | | | [removed: 2,006] [added: 1,153] | | | | | | | | | | | | [removed: (853)] [added: 637] | | | | | | [removed: (43)] [added: 55] | | % | | | | | | | | | | | | |

| Gross fee revenues | | | [removed: 1,683] [added: 2,694] | | | | | | [removed: 3,823] [added: 1,683] | | | | | | | | | | | | [removed: (2,140)] [added: 1,011] | | | | | | [removed: (56)] [added: 60] | | % | | | | | | | | | | | | |

| Contract investment amortization | | | [removed: (132)] [added: (75)] | | | | | | [removed: (62)] [added: (132)] | | | | | | | | | | | | [removed: 70] [added: 57] | | | | | | [removed: 113] [added: 43] | | % | | | | | | | | | | | | |

| Net fee revenues | | | $ | [removed: 1,551] [added: 2,619] | | | | | $ | [removed: 3,761] [added: 1,551] | | | | | | | | | | | $ | [removed: (2,210)] [added: 1,068] | | | | | [removed: (59)] [added: 69] | | % | | | | | | | | | | | | |

In [removed: 2020,] [added: 2021,] we earned incentive management fees from [removed: 37] [added: 47] percent of our managed properties worldwide, compared to [removed: 72] [added: 37] percent in [removed: 2019.][added: 2020.]

We earned incentive management fees from [removed: 3] [added: 13] percent of [removed: managed properties in] [added: our] U.S. & Canada [added: managed properties] and [removed: 56] [added: 63] percent of [added: our International] managed properties [removed: outside U.S. & Canada] in [removed: 2020,] [added: 2021,] compared to [removed: 57] [added: 3] percent in U.S. & Canada and [removed: 81] [added: 56] percent [removed: outside U.S. & Canada] in [removed: 2019.][added: International in 2020.]

In addition, [removed: 92] [added: 71] percent of our total incentive management fees in [removed: 2020] [added: 2021] came from our [added: International] managed properties [removed: outside U.S. & Canada, primarily in Asia Pacific,] versus [removed: 65] [added: 92] percent in [removed: 2019.][added: 2020.]

Contract investment amortization [removed: increased] [added: changed] primarily due to [removed: higher] [added: lower] impairments of investments in management and franchise [removed: contracts, primarily due to COVID-19.][added: contracts.]

| Owned, leased, and other revenue | | | $ | [removed: 568] [added: 796] | | | | | $ | [removed: 1,612] [added: 568] | | | | | | | | | | | $ | [removed: (1,044)] [added: 228] | | | | | [removed: (65)] [added: 40] | | % | | | | | | | | | | | | |

| Owned, leased, and other - direct expenses | | | [removed: 677] [added: 734] | | | | | | [removed: 1,316] [added: 677] | | | | | | | | | | | | [removed: (639)] [added: 57] | | | | | | [removed: (49)] [added: 8] | | % | | | | | | | | | | | | |

| Owned, leased, and other, net | | | $ | [removed: (109)] [added: 62] | | | | | $ | [removed: 296] [added: (109)] | | | | | | | | | | | $ | [removed: (405)] [added: 171] | | | | | [removed: (137)] [added: nm*] | | [removed: %] | | | | | | | | | | | | |

| Cost reimbursement revenue | | | $ | [removed: 8,452] [added: 10,442] | | | | | $ | [removed: 15,599] [added: 8,452] | | | | | | | | | | | $ | [removed: (7,147)] [added: 1,990] | | | | | [removed: (46)] [added: 24] | | % | | | | | | | | | | | | |

On September 23, 2016, we completed the acquisition of Starwood Hotels & Resorts Worldwide, LLC, formerly known as Starwood Hotels & Resorts Worldwide, Inc. (“Starwood”), through a series of transactions, after which Starwood became an indirect wholly-owned subsidiary of the Company.

We refer to the Starwood business and brands that we acquired as “Legacy-Starwood.”

The RevPAR, ADR, and occupancy comparisons between 2021 and 2019, which we discuss under the “Impact of COVID-19” caption below, reflect properties that are defined as comparable as of December 31, 2021, even if in 2019 they were not open and operating for the full year or did not meet all the other criteria listed above.

However, the recovery of both global demand and ADR continued in 2021, led primarily by robust leisure demand, which we expect to continue in 2022, and travelers who continue to embrace multi-purpose trips, mixing remote work and vacation time.

The spread of COVID-19 variants, such as Delta and Omicron, constrained the pace of the recovery in the latter half of 2021 and continues to constrain the pace of recovery in the beginning of 2022.

Business transient and group demand continued to slowly improve in 2021 when

compared to 2020, though this demand still remains meaningfully below pre-pandemic 2019 levels.

Although we have seen delays in the recovery of business transient and group demand as a result of the emergence of COVID-19 variants, we expect this demand to gradually strengthen from current levels as more workers return to the office and travel again.

We have been encouraged by the swift improvement in ADR, which in the 2021 second half returned to pre-pandemic 2019 levels in certain U.S. and International markets and are optimistic about sustaining strong ADR in 2022.

However, we believe COVID-19 will continue to have a material negative impact on our future results for a period of time that we are currently unable to predict.

Comparable systemwide constant dollar RevPAR in 2021 compared to 2020 improved 67.7 percent in our U.S. & Canada segment, 40.6 percent in our International segment, and 60.4 percent worldwide.

Comparable systemwide constant dollar RevPAR in 2021 compared to pre-pandemic 2019 levels declined 32.5 percent in our U.S. & Canada segment, 46.6 percent in our International segment, and 36.5 percent worldwide, with improvement in the decline each succeeding quarter during 2021 for each of our segments and worldwide.

Worldwide comparable systemwide occupancy and constant dollar ADR were down only 11.9 percentage points and 2.3 percent, respectively, in the 2021 fourth quarter compared to the 2019 fourth quarter, leading to RevPAR 19.0 percent below pre-pandemic 2019 levels.

In the U.S. & Canada, demand continued to recover in 2021, driven by strong leisure demand particularly at our luxury and resort hotels and in tertiary markets.

Occupancy peaked in the 2021 third quarter before decreasing slightly in the 2021 fourth quarter primarily due to seasonality.

Urban destinations, where we have a large presence in the U.S. & Canada, experienced meaningful improvement in demand in 2021, though they continue to lag the recovery.

In other parts of the world, RevPAR continues to vary greatly by geographic market, and demand is heavily impacted by the number of COVID-19 cases, vaccination rates, and the nature and degree of government restrictions.

In the 2021 fourth quarter, the decline of comparable systemwide constant dollar RevPAR when compared to pre-pandemic 2019 levels improved compared to the decline seen in the 2021 third quarter in all our International regions except for Greater China, which remained flat as a result of strict government restrictions in response to COVID-19 outbreaks in several regions.

At the corporate level, we remain focused on managing our corporate general and administrative costs and are being disciplined with respect to our capital expenditures and other investment spending.

Share repurchases and cash dividends remain suspended until our leverage ratios further improve, although assuming there is no meaningful setback in the global recovery from COVID-19, we could restart some level of capital returns in the second half of 2022 and more meaningful levels of capital returns in 2023 and beyond.

In 2021, we substantially completed restructuring plans to achieve cost savings specific to our company-operated properties.

In addition, we continue to work with owners and franchisees by adjusting renovation requirements for certain properties, deferring certain hotel initiatives, and supporting owners and franchisees who are working with their lenders to utilize FF&E reserves to meet working capital needs.

We continue to evaluate the availability of stimulus tax credits under the Coronavirus Aid, Relief, and Economic Security Act, the Taxpayer Certainty and Disaster Tax Relief Act of 2020 enacted as part of the Consolidated Appropriations Act, 2021, the American Rescue Plan Act of 2021 (“ARPA”), and other legislation.

We have received from the U.S. Treasury substantially all expected ERTC refunds based on applications that we have submitted as of February 1, 2022.

Additionally, as of December 31, 2021, we have received or expect to receive, through Medicare tax offsets and payments from the U.S. Treasury pursuant to ARPA, a total of $35 million as reimbursement for the cost of health coverage continuation provided to eligible former associates and furloughed or part-time associates (and their eligible enrolled dependents) in accordance with requirements under the Consolidated Omnibus Budget Reconciliation Act of 1985 for the period of April 1, 2021 to September 30, 2021.

Finally, in 2021, we received subsidies totaling $28 million from German government COVID-19 assistance programs for certain of our leased hotels and equity method investments in Germany.

The impact of COVID-19 on the Company remains fluid, as does our corporate and property-level response.

In addition, certain expenses by their nature (such as, for example, expenses related to enhancing our cybersecurity program) are not covered by our insurance program.

In 2021, our system grew from 7,642 properties (1,423,044 rooms) at year-end 2020 to 7,989 properties (1,479,179 rooms) at year-end 2021, reflecting gross additions of 517 properties (86,372 rooms) and deletions of 171 properties (30,236 rooms), including 88 properties from a primarily select-service portfolio which left our system in the 2021 first quarter.

In 2021, we signed management and franchise agreements for 599 properties, representing approximately 92,000 rooms, of which more than half of the rooms are located outside U.S. & Canada.

Contracts signed in 2021 reflected the Company’s strength in the luxury tier, with 40 properties signed (resulting in a total of nearly 50,000 luxury rooms in our development pipeline at year-end 2021), as well as strong momentum in all-inclusive resort signings, with 22 properties signed in 2021.

In addition, in 2021, longer stay brands, which include Element Hotels, Residence Inn, and TownePlace Suites, accounted for 37 percent of the Company's rooms signings in U.S. & Canada.

Conversions accounted for 27 percent of rooms signings in 2021.

In 2022, we expect total gross rooms growth to approach 5.0 percent and net rooms growth of 3.5 to 4.0 percent.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| U.S. & Canada | | | 638 | | | | | | 218,798 | | | | | | 4,983 | | | | | | 713,781 | | | | | | 26 | | | | | | 6,483 | | | | | | | | | | | | | | | | | | 65 | | | | | | 6,925 | | | | | | 5,712 | | | | | | 945,987 | | |

| International | | | 1,305 | | | | | | 334,374 | | | | | | 805 | | | | | | 163,955 | | | | | | 38 | | | | | | 9,209 | | | | | | | | | | | | | | | | | | 37 | | | | | | 2,953 | | | | | | 2,185 | | | | | | 510,491 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

Our Caribbean and Latin America (“CALA”) operating segment does not meet the applicable accounting criteria for separate disclosure as a reportable business segment, and we include its results in “Unallocated corporate and other.” In January 2021, we modified our reportable segment structure as a result of a change in the way management intends to evaluate results and allocate resources within the Company.

Beginning with the 2021 first quarter, we will report the following two operating segments: U.S. & Canada and International.

In July 2019, the ICO issued a formal notice of intent under the U.K. Data Protection Act 2018 (the “U.K. DPA”) proposing a fine in the amount of £99 million against the Company in relation to the Data Security Incident.

In October 2020, the ICO issued a final decision under the U.K. DPA, which includes a fine of £18.4 million.

The Company did not appeal the ICO’s decision, but has made no admission of liability in relation to the decision or the underlying allegations.

In 2019, we expensed $65 million for this loss contingency, in the “Restructuring and merger-related charges” caption of our Income Statements, based on the fine initially proposed by the ICO in July 2019 and the ongoing proceeding.

In 2020, we recorded a $39 million reversal of expense, based on the ICO’s issuance of the final decision.

We paid a portion of the ICO fine in the 2020 fourth quarter, and the remainder is payable over the next two years.

Our accrual for this loss contingency, which we present in the “Accrued expenses and other” and “Other noncurrent liabilities” captions of our Balance Sheets, was $65 million at year-end 2019 and $17 million at year-end 2020.

As we expected, the cost of such insurance again increased for our current policy period, and the cost of such insurance could continue to increase for future policy periods.

COVID-19 first impacted our business in Greater China beginning in January 2020, moved quickly into the rest of Asia Pacific and the European markets, and spread globally by March 2020.

As the pandemic accelerated around the world, worldwide comparable systemwide constant dollar RevPAR fell sharply.

Global occupancy levels and RevPAR have since improved compared to the extremely low levels reached in April 2020, but the pace of recovery generally slowed in most regions in the 2020 fourth quarter and into January 2021 due to the sharp rise in COVID-19 cases.

As a result, our fee revenue and revenue from owned and leased properties declined significantly during 2020, and we expect that there will not be a significant rebound in travel and lodging demand until there is widespread distribution of effective vaccines.

Worldwide comparable systemwide constant dollar RevPAR declined 23 percent in the 2020 first quarter, 84 percent in the 2020 second quarter, 66 percent in the 2020 third quarter, and 64 percent in the 2020 fourth quarter, compared to the same periods in 2019.

Worldwide, approximately six percent of our hotels were closed as of February 15, 2021, compared to the peak of more than 25 percent closed on April 26, 2020.

However, the progress of recovery is uneven.

The spread of COVID-19 has constrained and continues to constrain the speed of recovery and will continue to have a dampening impact on demand.

Demand is still being primarily driven by leisure travelers, and we have not seen meaningful demand return from business and group travelers.

Of our geographic regions, Greater China experienced the greatest improvement in demand compared to the 2020 second quarter, driven initially by domestic leisure travel with business transient and group business improving through the year, while demand in the rest of Asia Pacific has generally improved at a much slower pace.

In our Europe, Middle East, and Africa region, leisure demand drove RevPAR improvements in the 2020 third quarter compared to the 2020 second quarter, though increases in COVID-19 cases in Europe and resulting increases in government restrictions began anew in September 2020, which negatively impacted the recovery in the 2020 fourth quarter.

In U.S. & Canada, demand improved during the remainder of 2020 from the lows seen in April 2020, primarily driven by leisure travel and by travelers within driving range of their destinations.

Business contingency plans have been implemented around the world, and we continue to adjust these in response to the global situation.

At the corporate level, our actions to date have substantially reduced the monthly run rate of corporate general and administrative costs compared to the monthly costs initially budgeted for 2020, excluding our provision for credit losses.

We reduced spending on capital expenditures and other investments, and as previously announced, we suspended share repurchases and cash dividends.

We have taken a number of steps to reorganize the Company in response to the decline in lodging demand caused by COVID-19.

We implemented temporary furloughs and reduced work week schedules for both above-property and on-property associates, most of which ended in September 2020 for above-property associates.

As part of the realignment of our organization, we implemented a voluntary transition program for certain associates, and we eliminated a significant number of positions.

While we have substantially completed the programs related to our above-property organization, we are continuing to develop restructuring plans, which could result in additional on-property position eliminations, to achieve cost savings specific to each of our company-operated properties.

At the property level, we continue to work with owners and franchisees to lower their cash outlays.

The steps we have taken to date include deferring renovations, certain hotel initiatives and brand standard audits for hotel owners and franchisees; reducing the amount of certain charges for systemwide programs and services; offering a delay in payment terms for certain charges in the 2020 second quarter; supporting owners and franchisees who are working with their lenders to utilize furniture, fixtures, and equipment (FF&E) reserves to meet working capital needs; and waiving required FF&E funding through 2021.

We have significantly lowered the reimbursed expenses we incur on behalf of our owners and franchisees to provide centralized programs and services such as the Loyalty Program, reservations, marketing and sales, which we generally collect through cost reimbursement revenue on the basis of hotel revenue or program usage.

In 2020, we applied for Employee Retention Tax Credit refunds from the U.S. Treasury under the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) totaling $164 million.

We expect to receive the remaining refund in 2021, the majority of which we expect will inure to the benefit of our hotel owners.

We continue to evaluate the availability of credits and benefits under the CARES Act and other legislation.

the breadth and duration of COVID-19, including the availability and distribution of effective vaccines or treatments, and could be affected by other factors we are not currently able to predict.

In 2020, our system grew from 7,349 properties (1,380,921 rooms) at year-end 2019 to 7,642 properties (1,423,044 rooms) at year-end 2020, reflecting the addition of 399 properties (62,776 rooms) and the exit of 106 properties (20,416 rooms).

Over 229,000 rooms in our development pipeline were under construction at year-end 2020.

In 2020, we signed management and franchise agreements for 1,575 properties (248,660 rooms).

In 2021, we expect gross rooms growth of approximately 6.0 percent (3.0 to 3.5 percent, net of deletions).

We manage our exposure to these risks by monitoring available financing alternatives, through [added: the] development and application of credit granting [removed: policies] [added: policies,] and by entering into derivative arrangements.

The following table sets forth the scheduled maturities and the total fair value as of year-end [removed: 2020] [added: 2021] for our financial instruments that are impacted by market risks:

| *($ in millions)* | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2025] [added: 2026] | | | | | | There- after | | | | | | Total Carrying Amount | | | | | | Total Fair Value | | |

| Assets - Maturities represent expected principal [removed: receipts, fair] [added: receipts. Fair] values represent assets. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Fixed-rate notes receivable | | | $ | [removed: 2] [added: 6] | | | | | $ | 2 | | | | | $ | [removed: 1] [added: 9] | | | | | $ | [removed: 1] [added: 2] | | | | | $ | [removed: 1] [added: 2] | | | | | $ | [removed: 35] [added: 28] | | | | | $ | [removed: 42] [added: 49] | | | | | $ | [removed: 33] [added: 43] | |

| Average interest rate | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 0.83] [added: 1.03] | | % | | | | | | |

| Floating-rate notes receivable | | | $ | [removed: 2] [added: 3] | | | | | $ | [removed: 83] [added: 42] | | | | | $ | [removed: 1] [added: 16] | | | | | $ | [removed: 13] [added: 1] | | | | | $ | [removed: 1] [added: 3] | | | | | $ | [removed: 21] [added: 39] | | | | | $ | [removed: 121] [added: 104] | | | | | $ | [removed: 112] [added: 97] | |

| Average interest rate | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 3.77] [added: 3.06] | | % | | | | | | |

| Liabilities - Maturities represent expected principal [removed: payments, fair] [added: payments. Fair] values represent liabilities. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Average interest rate | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 4.06] [added: 3.69] | | % | | | | | | |

| Average interest rate | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 1.63] [added: 1.52] | | % | | | | | | |

| Fixed-rate debt | | | $ | (572) | | | | | $ | (675) | | | | | $ | — | | | | | $ | (1,302) | | | | | $ | (746) | | | | | $ | (4,855) | | | | | $ | (8,150) | | | | | $ | (8,615) | |

| Floating-rate debt | | | $ | (226) | | | | | $ | — | | | | | $ | (1,616) | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | (1,842) | | | | | $ | (1,853) | |

We are also subject to risk from changes in debt prices from our investments in debt securities and fluctuations in stock price from our investments in publicly traded companies.

Changes in the price of the underlying stock can impact the fair value of our investment.

| Fixed-rate debt | | | $ | (849) | | | | | $ | (572) | | | | | $ | (674) | | | | | $ | — | | | | | $ | (2,293) | | | | | $ | (3,804) | | | | | $ | (8,192) | | | | | $ | (9,100) | |

| Floating-rate debt | | | $ | (317) | | | | | $ | (228) | | | | | $ | — | | | | | $ | (1,486) | | | | | $ | — | | | | | $ | — | | | | | $ | (2,031) | | | | | $ | (2,035) | |

The following table shows our portfolio of brands at year-end [removed: 2020.][added: 2021.]

[removed: ][added: ]

See Note [removed: 15] [added: 14] for more information.

For further information about COVID-19’s impact to our business, see Part I, Item [removed: 1A] [added: 1A,] “Risk [removed: Factors”] [added: Factors,”] and Part II, Item [removed: 7] [added: 7,] “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

At year-end [removed: 2020,] [added: 2021,] we had [removed: 2,149] [added: 2,007] company-operated properties [removed: (585,132] [added: (568,864] rooms), which included properties under long-term management or lease agreements with property owners (management and lease agreements together, the “Operating [removed: Agreements”),] [added: Agreements”) and] properties that we [removed: own, and home and condominium communities for which we manage the related owners’ associations.][added: own.]

We provide centralized [removed: reservation services and advertising, marketing,] [added: programs] and [removed: promotional] services, [added: such] as [added: the Loyalty Program, reservations, and marketing, as] well as various accounting and data processing services, and owners are also required to reimburse us for those costs.

At year-end [removed: 2020,] [added: 2021,] we had [removed: 5,493] [added: 5,880] franchised and licensed properties [removed: (837,912] [added: (900,437] rooms).

We have used or licensed the JW Marriott, The Ritz-Carlton, Ritz-Carlton Reserve, W, The Luxury Collection, St. Regis, EDITION, [removed: Bulgari,] [added: Bvlgari,] Renaissance, Le Méridien, Marriott, Sheraton, Westin, Four Points, Delta [added: Hotels,] and Autograph Collection brand names and trademarks for residential real estate sales.

We operate in a highly competitive industry and our brand names, trademarks, service marks, trade names, and logos are very important to the [added: development,] sales and marketing of our properties and services.

[removed: Our] Distinctive Luxury hotel brands [added: in our portfolio] include W Hotels, The Luxury Collection, EDITION, and [removed: Bulgari.][added: Bvlgari.]

Our Distinctive Premium hotel brands include Westin, [removed: Renaissance,] [added: Renaissance Hotels,] Le Méridien, Autograph [removed: Collection,] [added: Collection Hotels,] Gaylord Hotels, Tribute Portfolio, and Design Hotels.

Our Classic Select hotel brands include Courtyard, Residence Inn, [removed: Fairfield by Marriott,] [added: Fairfield,] SpringHill Suites, Four Points, TownePlace Suites, and Protea Hotels.

Our Distinctive Select hotel brands include [removed: Aloft,] [added: Aloft Hotels,] AC Hotels by Marriott, [removed: Element,] [added: Element Hotels,] and [removed: Moxy.][added: Moxy Hotels.]

The following table shows the geographic distribution of our brands at year-end [removed: 2020:][added: 2021:]

| JW Marriott® | | | Properties | | | [removed: 34] [added: 35] | | | [removed: 7] [added: 6] | | | [removed: 6] [added: 9] | | | [removed: 42] [added: 43] | | | [removed: 13] [added: 14] | | | [removed: 102] [added: 107] | | |

| The Ritz-Carlton® | | | Properties | | | 39 | | | [removed: 13] [added: 12] | | | [removed: 13] [added: 14] | | | [removed: 36] [added: 38] | | | [removed: 8] [added: 10] | | | [removed: 109] [added: 113] | | |

| W® Hotels | | | Properties | | | 24 | | | [removed: 7] [added: 6] | | | [removed: 5] [added: 6] | | | [removed: 16] [added: 20] | | | 7 | | | [removed: 59] [added: 63] | | |

| The Luxury Collection® (1) | | | Properties | | | 17 | | | [removed: 48] [added: 47] | | | [removed: 10] [added: 13] | | | [removed: 30] [added: 31] | | | [removed: 14] [added: 15] | | | [removed: 119] [added: 123] | | |

| St. Regis® | | | Properties | | | 10 | | | [removed: 7] [added: 6] | | | [removed: 6] [added: 9] | | | [removed: 20] [added: 21] | | | [removed: 3] [added: 4] | | | [removed: 46] [added: 50] | | |

| EDITION® | | | Properties | | | 4 | | | 3 | | | [removed: 1] [added: 3] | | | 3 | | | — | | | [removed: 11] [added: 13] | | |

| [removed: Marriott Hotels®] [added: Marriott® Hotels] | | | Properties | | | 340 | | | [removed: 100] [added: 103] | | | 26 | | | [removed: 90] [added: 96] | | | 29 | | | [removed: 585] [added: 594] | | |

| Renaissance® Hotels | | | Properties | | | [removed: 87] [added: 85] | | | [removed: 33] [added: 31] | | | [removed: 4] [added: 5] | | | 43 | | | 9 | | | [removed: 176] [added: 173] | | |

| Le Méridien® | | | Properties | | | [removed: 22] [added: 24] | | | 16 | | | [removed: 22] [added: 21] | | | 47 | | | 2 | | | [removed: 109] [added: 110] | | |

| Autograph Collection® Hotels (2) | | | Properties | | | [removed: 123] [added: 136] | | | [removed: 54] [added: 58] | | | [removed: 7] [added: 8] | | | [removed: 12] [added: 16] | | | [removed: 13] [added: 35] | | | [removed: 209] [added: 253] | | |

| Delta Hotels by Marriott® (Delta Hotels®) | | | Properties | | | [removed: 77] [added: 82] | | | [removed: 5] [added: 6] | | | [removed: 1] [added: 3] | | | 2 | | | [removed: —] [added: 1] | | | [removed: 85] [added: 94] | | |

| [removed: Gaylord Hotels®] [added: Gaylord® Hotels] | | | Properties | | | 6 | | | — | | | — | | | — | | | — | | | 6 | | |

| Tribute Portfolio® | | | Properties | | | [removed: 26] [added: 40] | | | [removed: 11] [added: 13] | | | [removed: —] [added: 1] | | | [removed: 8] [added: 11] | | | [removed: 3] [added: 4] | | | [removed: 48] [added: 69] | | |

| Design HotelsTM | | | Properties | | | [removed: 5] [added: 9] | | | 7 | | | [removed: —] [added: 3] | | | — | | | — | | | [removed: 12] [added: 19] | | |

| Courtyard by Marriott® (Courtyard®) | | | Properties | | | [removed: 1,058] [added: 1,038] | | | [removed: 72] [added: 76] | | | [removed: 8] [added: 10] | | | [removed: 79] [added: 89] | | | [removed: 41] [added: 43] | | | [removed: 1,258] [added: 1,256] | | |

| Residence Inn by Marriott® (Residence Inn®) | | | Properties | | | [removed: 854] [added: 846] | | | [removed: 13] [added: 17] | | | [removed: 3] [added: 6] | | | — | | | [removed: 4] [added: 7] | | | [removed: 874] [added: 876] | | |

| Fairfield by Marriott® [added: (Fairfield®)] | | | Properties | | | [removed: 1,061] [added: 1,112] | | | — | | | — | | | [removed: 58] [added: 78] | | | [removed: 13] [added: 14] | | | [removed: 1,132] [added: 1,204] | | |

| SpringHill Suites by Marriott® (SpringHill Suites®) | | | Properties | | | [removed: 488] [added: 512] | | | — | | | — | | | — | | | — | | | [removed: 488] [added: 512] | | |

| Four [removed: Points®] [added: Points] by [removed: Sheraton] [added: Sheraton®] (Four Points®) | | | Properties | | | [removed: 158] [added: 160] | | | 19 | | | [removed: 16] [added: 18] | | | [removed: 83] [added: 84] | | | 19 | | | [removed: 295] [added: 300] | | |

| TownePlace Suites by Marriott® (TownePlace Suites®) | | | Properties | | | [removed: 446] [added: 475] | | | — | | | — | | | — | | | — | | | [removed: 446] [added: 475] | | |

| Aloft® Hotels | | | Properties | | | [removed: 134] [added: 148] | | | 10 | | | [removed: 8] [added: 11] | | | [removed: 30] [added: 31] | | | [removed: 10] [added: 12] | | | [removed: 192] [added: 212] | | |

| AC Hotels by Marriott® | | | Properties | | | [removed: 73] [added: 95] | | | [removed: 84] [added: 87] | | | [removed: 1] [added: 2] | | | 4 | | | [removed: 14] [added: 15] | | | [removed: 176] [added: 203] | | |

| Protea [removed: Hotels] [added: Hotels®] by [removed: Marriott®] [added: Marriott] (Protea Hotels®) | | | Properties | | | — | | | [removed: —] [added: 1] | | | [removed: 74] [added: 66] | | | — | | | — | | | [removed: 74] [added: 67] | | |

| Element® Hotels | | | Properties | | | [removed: 55] [added: 73] | | | [removed: 2] [added: 1] | | | [removed: 2] [added: 5] | | | [removed: 6] [added: 8] | | | — | | | [removed: 65] [added: 87] | | |

| Moxy® Hotels | | | Properties | | | [removed: 21] [added: 26] | | | [removed: 47] [added: 68] | | | — | | | [removed: 6] [added: 12] | | | — | | | [removed: 74] [added: 106] | | |

| Residences | | | Properties | | | [removed: 59] [added: 65] | | | [removed: 9] [added: 7] | | | [removed: 3] [added: 6] | | | 13 | | | [removed: 10] [added: 11] | | | [removed: 94] [added: 102] | | |

We discuss our operations in the following two operating segments, both of which meet the applicable accounting criteria for separate disclosure as a reportable business segment: U.S. & Canada and International.

COVID-19 has had an unprecedented impact on the travel industry and the Company, and it will continue to have a material negative impact on our future results for a period of time that we are currently unable to predict.

This does not include branded residential communities for which we manage the related owners’ association.

Franchisees contribute to our centralized programs and services, such as the Loyalty Program, reservations, and marketing.

At year-end 2021, we had 102 branded residential communities (9,878 rooms).

| Rooms | | | 19,155 | | | 2,169 | | | 4,039 | | | 15,846 | | | 3,847 | | | 45,056 | | | | | |

| Rooms | | | 11,839 | | | 2,835 | | | 3,763 | | | 9,222 | | | 2,372 | | | 30,031 | | | | | |

| Rooms | | | 7,041 | | | 1,354 | | | 1,989 | | | 5,514 | | | 1,752 | | | 17,650 | | | | | |

| Rooms | | | 5,285 | | | 6,999 | | | 2,643 | | | 7,983 | | | 1,252 | | | 24,162 | | | | | |

| Rooms | | | 1,968 | | | 883 | | | 2,755 | | | 5,044 | | | 568 | | | 11,218 | | | | | |

| Rooms | | | 1,207 | | | 432 | | | 638 | | | 852 | | | — | | | 3,129 | | | | | |

| Bvlgari® | | | Properties | | | — | | | 3 | | | 1 | | | 3 | | | — | | | 7 | | |

| Rooms | | | — | | | 222 | | | 121 | | | 260 | | | — | | | 603 | | | | | |

| Rooms | | | 132,791 | | | 26,719 | | | 7,968 | | | 32,119 | | | 7,789 | | | 207,386 | | | | | |

| Sheraton® | | | Properties | | | 178 | | | 57 | | | 33 | | | 139 | | | 30 | | | 437 | | |

| Rooms | | | 68,824 | | | 16,008 | | | 9,699 | | | 50,315 | | | 8,396 | | | 153,242 | | | | | |

| Westin® | | | Properties | | | 133 | | | 18 | | | 7 | | | 61 | | | 13 | | | 232 | | |

| Rooms | | | 54,009 | | | 5,973 | | | 1,838 | | | 18,478 | | | 3,813 | | | 84,111 | | | | | |

| Rooms | | | 28,091 | | | 7,262 | | | 1,293 | | | 14,733 | | | 2,745 | | | 54,124 | | | | | |

| Rooms | | | 5,287 | | | 5,156 | | | 6,124 | | | 12,446 | | | 271 | | | 29,284 | | | | | |

| Rooms | | | 27,807 | | | 7,298 | | | 1,629 | | | 3,706 | | | 11,154 | | | 51,594 | | | | | |

| Rooms | | | 19,312 | | | 1,078 | | | 718 | | | 978 | | | 117 | | | 22,203 | | | | | |

| Rooms | | | 10,220 | | | — | | | — | | | — | | | — | | | 10,220 | | | | | |

| Rooms | | | — | | | 361 | | | 1,326 | | | 2,742 | | | 240 | | | 4,669 | | | | | |

| Rooms | | | 6,554 | | | 1,398 | | | 249 | | | 1,708 | | | 193 | | | 10,102 | | | | | |

| Rooms | | | 1,313 | | | 796 | | | 266 | | | — | | | — | | | 2,375 | | | | | |

| Rooms | | | 143,376 | | | 14,484 | | | 2,162 | | | 20,314 | | | 7,063 | | | 187,399 | | | | | |

| Rooms | | | 104,167 | | | 1,975 | | | 983 | | | — | | | 982 | | | 108,107 | | | | | |

| Rooms | | | 105,330 | | | — | | | — | | | 11,970 | | | 1,971 | | | 119,271 | | | | | |

| Rooms | | | 60,617 | | | — | | | — | | | — | | | — | | | 60,617 | | | | | |

| Rooms | | | 24,146 | | | 3,070 | | | 4,500 | | | 22,040 | | | 2,513 | | | 56,269 | | | | | |

| Rooms | | | 48,595 | | | — | | | — | | | — | | | — | | | 48,595 | | | | | |

| Rooms | | | 21,507 | | | 1,676 | | | 2,559 | | | 6,816 | | | 1,971 | | | 34,529 | | | | | |

| Rooms | | | 15,692 | | | 11,508 | | | 286 | | | 1,296 | | | 2,383 | | | 31,165 | | | | | |

| Rooms | | | — | | | 72 | | | 6,783 | | | — | | | — | | | 6,855 | | | | | |

| Rooms | | | 10,016 | | | 160 | | | 731 | | | 1,651 | | | — | | | 12,558 | | | | | |

| Rooms | | | 4,913 | | | 12,897 | | | — | | | 2,266 | | | — | | | 20,076 | | | | | |

| Residences | | | | | | | | | | | | | | | | | | | | | | | |

| Rooms | | | 6,925 | | | 234 | | | 461 | | | 1,700 | | | 558 | | | 9,878 | | | | | |

| | | | Subtotal Properties | | | 5,712 | | | 682 | | | 296 | | | 911 | | | 296 | | | 7,897 | | |

We discuss our operations in the following three reportable business segments: United States and Canada (“U.S. & Canada”), Asia Pacific, and Europe, Middle East and Africa (“EMEA”).

Our Caribbean and Latin America (“CALA”) operating segment does not meet the applicable accounting criteria for separate disclosure as a reportable business segment, and we include its results in “Unallocated corporate and other.” In the 2020 fourth quarter, we changed the name of our largest segment from “North America” to “U.S. & Canada.” Other than the name change, we made no other changes to the composition of this segment.

In January 2021, we modified our reportable segment structure as a result of a change in the way management intends to evaluate results and allocate resources within the Company.

Beginning with the 2021 first quarter, we will report the following two operating segments: U.S. & Canada and International.

COVID-19 has had an unprecedented impact on the travel industry and the Company.

As the virus and efforts to contain it spread around the world, demand at our hotels dropped significantly.

While 2020 generally got off to a great start, we saw sudden, sharp declines in hotel occupancy, beginning in Greater China in January 2020 and then extending around the world.

In April 2020, comparable systemwide constant dollar RevPAR experienced a record decline, decreasing 90 percent worldwide compared to the prior year period, and 27 percent of our hotels were temporarily closed.

Although business at our hotels improved throughout the remainder of 2020 as compared to the extremely low levels in April 2020, COVID-19 continues to constrain recovery and to have a significant negative impact on demand.

COVID-19 also resulted in significantly lower new room additions than we had budgeted for 2020 and historically high levels of cancellations by group and other travelers for future periods.

As a result, our revenues and profitability declined dramatically in 2020 compared to 2019.

We continue to take substantial measures to mitigate the negative financial and operational impacts of COVID-19 for our hotel owners and our own business, and we remain focused on taking care of our guests and associates.

We have made significant changes to our business and enhanced our liquidity position, while remaining focused on how to best position ourselves for recovery and for growth over the longer term.

At the property level, we implemented plans to help our hotel owners and franchisees reduce their cash outlays and mitigate costs, and we implemented a multi-pronged platform to elevate cleanliness standards and hospitality norms for the health and safety of our guests and associates.

At the corporate level, we made significant cuts in general and administrative costs and spending on capital and other investments.

We have substantially completed our above-property restructuring program, and we have implemented and are continuing to develop restructuring plans to achieve cost savings specific to each of our company-operated properties.

With the steps we have taken, and any additional measures we may take to adapt our operations and plans to the evolving situation, along with the power of our Marriott Bonvoy loyalty program, our strengthened liquidity position, and our incredible team of associates around the world, we believe that our business is well positioned now and for the future.

*Acquisition of Starwood Hotels & Resorts Worldwide*

On September 23, 2016 (the “Merger Date”), we completed the acquisition of Starwood Hotels & Resorts Worldwide, LLC, formerly known as Starwood Hotels & Resorts Worldwide, Inc. (“Starwood”), through a series of transactions (the “Starwood Combination”), after which Starwood became an indirect wholly-owned subsidiary of the Company.

We refer to the Starwood business and brands that we acquired as “Legacy-Starwood.”

Franchisees contribute to our marketing and advertising programs and pay fees for use of our centralized reservation systems.

| Rooms | | | 18,658 | | | 2,205 | | | 3,325 | | | 15,574 | | | 3,597 | | | 43,359 | | | | | |

| Rooms | | | 11,833 | | | 3,080 | | | 3,523 | | | 8,754 | | | 2,081 | | | 29,271 | | | | | |

| Rooms | | | 7,182 | | | 1,423 | | | 1,850 | | | 4,245 | | | 1,752 | | | 16,452 | | | | | |

| Rooms | | | 5,090 | | | 7,092 | | | 2,369 | | | 7,715 | | | 1,188 | | | 23,454 | | | | | |

| Rooms | | | 1,968 | | | 1,002 | | | 1,788 | | | 4,811 | | | 448 | | | 10,017 | | | | | |

| Rooms | | | 1,209 | | | 381 | | | 255 | | | 852 | | | — | | | 2,697 | | | | | |

| Bulgari® | | | Properties | | | — | | | 2 | | | 1 | | | 3 | | | — | | | 6 | | |

| Rooms | | | — | | | 143 | | | 120 | | | 260 | | | — | | | 523 | | | | | |

| Rooms | | | 133,972 | | | 25,946 | | | 8,110 | | | 30,008 | | | 7,789 | | | 205,825 | | | | | |

| Sheraton® | | | Properties | | | 183 | | | 62 | | | 30 | | | 136 | | | 31 | | | 442 | | |

| Rooms | | | 70,245 | | | 16,900 | | | 9,299 | | | 49,399 | | | 8,613 | | | 154,456 | | | | | |

| Westin® | | | Properties | | | 130 | | | 17 | | | 7 | | | 58 | | | 13 | | | 225 | | |

| Rooms | | | 52,705 | | | 5,686 | | | 1,839 | | | 17,751 | | | 3,819 | | | 81,800 | | | | | |

| Rooms | | | 28,880 | | | 7,846 | | | 1,035 | | | 14,972 | | | 2,745 | | | 55,478 | | | | | |

| Rooms | | | 4,748 | | | 4,997 | | | 6,588 | | | 12,683 | | | 271 | | | 29,287 | | | | | |

| Rooms | | | 25,449 | | | 6,468 | | | 1,640 | | | 3,245 | | | 3,751 | | | 40,553 | | | | | |

| Rooms | | | 18,226 | | | 728 | | | 360 | | | 978 | | | — | | | 20,292 | | | | | |

| Rooms | | | 9,918 | | | — | | | — | | | — | | | — | | | 9,918 | | | | | |

| Rooms | | | — | | | 361 | | | 1,116 | | | 3,161 | | | 240 | | | 4,878 | | | | | |

See the information under the “Litigation, Claims, and Government Investigations” caption in Note [removed: 8,] [added: 7,] which we incorporate here by reference.

[removed: We cannot predict the ultimate outcome of this matter; however, management] [added: Management] does not believe that the [added: ultimate] outcome [added: of this matter] will have a material adverse effect on the Company.

While management presently believes that the ultimate outcome of these other proceedings, individually and in aggregate, will not materially harm our [added: financial position, cash flows, or overall trends in results of operations, legal proceedings are inherently uncertain, and unfavorable rulings could, individually or in aggregate, have a material adverse effect on our business, financial condition, or operating results.]

financial position, cash flows, or overall trends in results of operations, legal proceedings are inherently uncertain, and unfavorable rulings could, individually or in aggregate, have a material adverse effect on our business, financial condition, or operating results.

For the Fiscal Year Ended December 31, [removed: 2020][added: 2021]

[removed: ][added: ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, [added: a] smaller reporting company, or an emerging growth company.

The aggregate market value of shares of common stock held by non-affiliates at June 30, [removed: 2020,] [added: 2021,] was [removed: $23,156,431,539.][added: $37,430,276,528.]

There were [removed: 324,414,150] [added: 326,311,111] shares of Class A Common Stock, par value $0.01 per share, outstanding at February [removed: 10, 2021.][added: 8, 2022.]

Portions of the Proxy Statement prepared for the [removed: 2021] [added: 2022] Annual Meeting of Stockholders are incorporated by reference into Part III of this report.

FISCAL YEAR ENDED DECEMBER 31, [removed: 2020][added: 2021]

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| [Item [removed: 9A.](#i89d1b9e9f3f84b88ad458af651fd058f_277)] [added: 9A.](#ic355194fd9bc40199770bfde636735be_247)] | | | [Controls and [removed: Procedures](#i89d1b9e9f3f84b88ad458af651fd058f_277)] [added: Procedures](#ic355194fd9bc40199770bfde636735be_247)] | | | [removed: [77](#i89d1b9e9f3f84b88ad458af651fd058f_277)] [added: [68](#ic355194fd9bc40199770bfde636735be_247)] | | |

| [Item [removed: 9B.](#i89d1b9e9f3f84b88ad458af651fd058f_280)] [added: 9B.](#ic355194fd9bc40199770bfde636735be_250)] | | | [Other [removed: Information](#i89d1b9e9f3f84b88ad458af651fd058f_280)] [added: Information](#ic355194fd9bc40199770bfde636735be_250)] | | | [removed: [77](#i89d1b9e9f3f84b88ad458af651fd058f_280)] [added: [69](#ic355194fd9bc40199770bfde636735be_250)] | | |

| [Item [removed: 10.](#i89d1b9e9f3f84b88ad458af651fd058f_286)] [added: 10.](#ic355194fd9bc40199770bfde636735be_256)] | | | [Directors, Executive Officers, and Corporate [removed: Governance](#i89d1b9e9f3f84b88ad458af651fd058f_286)] [added: Governance](#ic355194fd9bc40199770bfde636735be_256)] | | | [removed: [77](#i89d1b9e9f3f84b88ad458af651fd058f_286)] [added: [70](#ic355194fd9bc40199770bfde636735be_256)] | | |

| [Item [removed: 11.](#i89d1b9e9f3f84b88ad458af651fd058f_286)] [added: 11.](#ic355194fd9bc40199770bfde636735be_256)] | | | [Executive [removed: Compensation](#i89d1b9e9f3f84b88ad458af651fd058f_286)] [added: Compensation](#ic355194fd9bc40199770bfde636735be_256)] | | | [removed: [77](#i89d1b9e9f3f84b88ad458af651fd058f_286)] [added: [70](#ic355194fd9bc40199770bfde636735be_256)] | | |

| [Item [removed: 12.](#i89d1b9e9f3f84b88ad458af651fd058f_286)] [added: 12.](#ic355194fd9bc40199770bfde636735be_256)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i89d1b9e9f3f84b88ad458af651fd058f_286)] [added: Matters](#ic355194fd9bc40199770bfde636735be_256)] | | | [removed: [77](#i89d1b9e9f3f84b88ad458af651fd058f_286)] [added: [70](#ic355194fd9bc40199770bfde636735be_256)] | | |

| [Item [removed: 13.](#i89d1b9e9f3f84b88ad458af651fd058f_286)] [added: 13.](#ic355194fd9bc40199770bfde636735be_256)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i89d1b9e9f3f84b88ad458af651fd058f_286)] [added: Independence](#ic355194fd9bc40199770bfde636735be_256)] | | | [removed: [77](#i89d1b9e9f3f84b88ad458af651fd058f_286)] [added: [70](#ic355194fd9bc40199770bfde636735be_256)] | | |

| [Item [removed: 14.](#i89d1b9e9f3f84b88ad458af651fd058f_286)] [added: 14.](#ic355194fd9bc40199770bfde636735be_256)] | | | [Principal Accountant Fees and [removed: Services](#i89d1b9e9f3f84b88ad458af651fd058f_286)] [added: Services](#ic355194fd9bc40199770bfde636735be_256)] | | | [removed: [77](#i89d1b9e9f3f84b88ad458af651fd058f_286)] [added: [70](#ic355194fd9bc40199770bfde636735be_256)] | | |

| [Item [removed: 15.](#i89d1b9e9f3f84b88ad458af651fd058f_298)] [added: 15.](#ic355194fd9bc40199770bfde636735be_268)] | | | [Exhibits and Financial Statement [removed: Schedules](#i89d1b9e9f3f84b88ad458af651fd058f_298)] [added: Schedules](#ic355194fd9bc40199770bfde636735be_268)] | | | [removed: [82](#i89d1b9e9f3f84b88ad458af651fd058f_298)] [added: [74](#ic355194fd9bc40199770bfde636735be_268)] | | |

| [Item [removed: 16.](#i89d1b9e9f3f84b88ad458af651fd058f_301)] [added: 16.](#ic355194fd9bc40199770bfde636735be_271)] | | | [Form 10-K [removed: Summary](#i89d1b9e9f3f84b88ad458af651fd058f_301)] [added: Summary](#ic355194fd9bc40199770bfde636735be_271)] | | | [removed: [87](#i89d1b9e9f3f84b88ad458af651fd058f_301)] [added: [78](#ic355194fd9bc40199770bfde636735be_271)] | | |

Throughout this report, we refer to Marriott International, Inc., together with its consolidated subsidiaries, as “we,” “us,” “Marriott,” or the “Company.” In order to make this report easier to read, we also refer throughout to (1) our Consolidated Financial Statements as our “Financial Statements,” (2) our Consolidated Statements of [removed: (Loss)] Income [added: (Loss)] as our “Income Statements,” (3) our Consolidated Balance Sheets as our “Balance Sheets,” (4) our Consolidated Statements of Cash Flows as our “Statements of Cash Flows,” (5) our properties, brands, or markets in the United States and Canada as “U.S. & Canada,” and (6) our properties, brands, or markets in our Caribbean and Latin [removed: America region,] [added: America,] Europe, Middle East and [removed: Africa segment,] [added: Africa, Greater China,] and Asia Pacific [removed: segment] [added: excluding China regions,] as “International.” In addition, references throughout to numbered “Notes” refer to the Notes to our Financial Statements, unless otherwise stated.

Forward-looking statements include information related to the [removed: possible] [added: future] effects on our business of the coronavirus pandemic [removed: and efforts to contain it (“COVID-19”), including the performance of the Company’s hotels;] [added: (“COVID-19”);] Revenue per Available Room [removed: (“RevPAR”) and] [added: (“RevPAR”),] occupancy [added: and other future demand and recovery] trends and expectations; [added: our expectations regarding rooms growth; our expectations regarding] the [removed: nature and impact] [added: receipt] of [removed: contingency plans, restructuring plans] [added: certain credits] and [removed: cost reduction plans; rooms growth;] [added: refunds under certain U.S. federal legislation;] our expectations regarding our ability to meet our liquidity requirements; our expectations regarding [removed: COVID-19’s impact on] our cash from operations; our capital expenditures and other investment spending expectations; [removed: statements related to leadership changes] [added: our expectations regarding capital returns;] and [removed: the structure of the Company’s management operations;] other statements [removed: throughout this report] that are preceded by, followed by, or include the words “believes,” “expects,” “anticipates,” “intends,” “plans,” “estimates,” “foresees,” or similar expressions; and similar statements concerning anticipated future events and expectations that are not historical facts.

We caution you that these statements are not guarantees of future performance and are subject to numerous evolving risks and uncertainties that we may not be able to accurately predict or assess, including the risks and uncertainties we describe [removed: below] [added: in Part I, Item 1A of this report] and other factors we describe from time to time in our periodic filings with the SEC.

| [Part I.](#ic355194fd9bc40199770bfde636735be_16) | | | | | | | | |

| [Item 6.](#ic355194fd9bc40199770bfde636735be_2449) | | | [\[Reserved\]](#ic355194fd9bc40199770bfde636735be_2449) | | | [22](#ic355194fd9bc40199770bfde636735be_2449) | | |

| [Item 8.](#ic355194fd9bc40199770bfde636735be_127) | | | [Financial Statements](#ic355194fd9bc40199770bfde636735be_127) | | | [34](#ic355194fd9bc40199770bfde636735be_127) | | |

| [Item 9](#ic355194fd9bc40199770bfde636735be_2432)C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#ic355194fd9bc40199770bfde636735be_2432) | | | [69](#ic355194fd9bc40199770bfde636735be_2432) | | |

| [Part III.](#ic355194fd9bc40199770bfde636735be_253) | | | | | | | | |

| [Part IV.](#ic355194fd9bc40199770bfde636735be_265) | | | | | | | | |

| | | | [Signatures](#ic355194fd9bc40199770bfde636735be_277) | | | [79](#ic355194fd9bc40199770bfde636735be_277) | | |

| [Part I.](#i89d1b9e9f3f84b88ad458af651fd058f_13) | | | | | | | | |

| [Item 6.](#i89d1b9e9f3f84b88ad458af651fd058f_46) | | | [Selected Financial Data](#i89d1b9e9f3f84b88ad458af651fd058f_46) | | | [25](#i89d1b9e9f3f84b88ad458af651fd058f_46) | | |

| [Item 8.](#i89d1b9e9f3f84b88ad458af651fd058f_133) | | | [Financial Statements](#i89d1b9e9f3f84b88ad458af651fd058f_133) [and Supplementary Data](#i89d1b9e9f3f84b88ad458af651fd058f_133) | | | [39](#i89d1b9e9f3f84b88ad458af651fd058f_133) | | |

| [Part III.](#i89d1b9e9f3f84b88ad458af651fd058f_283) | | | | | | | | |

| [Part IV.](#i89d1b9e9f3f84b88ad458af651fd058f_295) | | | | | | | | |

| | | | [Signatures](#i89d1b9e9f3f84b88ad458af651fd058f_2730) | | | [88](#i89d1b9e9f3f84b88ad458af651fd058f_2730) | | |

Risks that could affect our results of operations, liquidity and capital resources, and other aspects of our business discussed in this Form 10-K include the duration and scope of COVID-19, including the availability and distribution of effective vaccines or treatments; its short and longer-term impact on the demand for travel, transient and group business, and levels of consumer confidence; actions governments, businesses and individuals have taken or may take in response to the pandemic, including limiting or banning travel and/or in-person gatherings or imposing occupancy or other restrictions on lodging or other facilities; the impact of the pandemic and actions taken in response to the pandemic on global and regional economies, travel, and economic activity, including the duration and magnitude of its impact on unemployment rates and consumer discretionary spending; the ability of our owners and franchisees to successfully navigate the impacts of COVID-19; the pace of recovery when the pandemic subsides or effective treatments or vaccines become widely available; general economic uncertainty in key global markets and a worsening of global economic conditions or low levels of economic growth; the effects of steps we and our property owners and franchisees have taken and may continue to take to reduce operating costs and/or enhance certain health and cleanliness protocols at our hotels; the impacts of our employee furloughs and reduced work week schedules, our voluntary transition program and our other restructuring activities; competitive conditions in the lodging industry; relationships with customers and property owners; the availability of capital to finance hotel growth and refurbishment; the extent to which we experience adverse effects from data security incidents; and changes in tax laws in countries in which we earn significant income.

As discussed in this Form 10-K, COVID-19 is materially impacting our operations and financial results.

COVID-19, and the volatile regional and global economic conditions stemming from it, and additional or unforeseen effects from the COVID-19 pandemic, could also give rise to or aggravate the other risk factors that we identify within Part I, Item 1A of this report, which in turn could materially adversely affect our business, liquidity, financial condition, and results of operations.

Further, COVID-19 may also affect our operating and financial results in a manner that is not presently known to us or that we currently do not consider to present significant risks to our operations.

[removed: “Business”] [added: We describe our company-operated properties in Part I, Item 1, “Business,”] earlier in this report, and under the “Properties and Rooms” caption in Part II, Item [removed: 7.][added: 7, “Management’s Discussion and Analysis of Financial Condition and Results]

[removed: “Management’s Discussion and Analysis] of [removed: Financial Condition and Results of] Operations.” We believe our owned and leased properties are in generally good physical condition with the need for only routine repairs and maintenance and periodic capital improvements.

As of December 31, [removed: 2020,] [added: 2021,] we owned or leased the following hotel properties:

| W New York [removed: -] [added: –] Union Square | | | | | | | | | | | | New York, NY | | | | | | 270 | | |

| Mt. Laurel Courtyard | | | | | | | | | | | | [removed: Mt] [added: Mt.] Laurel, NJ | | | | | | 151 | | |

| Courtyard by Marriott Aberdeen Airport | | | | | | | | | | | | Aberdeen, [removed: UK] [added: United Kingdom] | | | | | | 194 | | |

| Marriott Puerto Vallarta Resort & Spa | | | | | | | | | | | | [added: Puerto Vallarta,] Mexico | | | | | | 433 | | |

| Grosvenor House, A JW Marriott Hotel | | | | | | | | | | | | London, [removed: UK] [added: United Kingdom] | | | | | | 496 | | |

| W London – Leicester Square | | | | | | | | | | | | London, [removed: UK] [added: United Kingdom] | | | | | | 192 | | |

| | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | |

We describe our company-operated properties in Part I, Item 1.

| 15 on Orange Hotel, Autograph Collection | | | | | | | | | | | | Cape Town, South Africa | | | | | | 129 | | |

| Protea Hotel by Marriott Roodepoort | | | | | | | | | | | | Roodepoort, South Africa | | | | | | 79 | | |

At February [removed: 10, 2021, 324,414,150] [added: 8, 2022, 326,311,111] shares of our Class A Common Stock (our “common stock”) were outstanding and were held by [removed: 34,253] [added: 33,148] stockholders of record.

Fourth Quarter [removed: 2020] [added: 2021] Issuer Purchases of Equity Securities

| October 1, [removed: 2020-October] [added: 2021-October] 31, [removed: 2020] [added: 2021] | | | — | | | | | | $ | — | | | | | — | | | | | | 17.4 | | |

| November 1, [removed: 2020-November] [added: 2021-November] 30, [removed: 2020] [added: 2021] | | | — | | | | | | $ | — | | | | | — | | | | | | 17.4 | | |

| December 1, [removed: 2020-December] [added: 2021-December] 31, [removed: 2020] [added: 2021] | | | — | | | | | | $ | — | | | | | — | | | | | | 17.4 | | |

(1)On February [removed: 15,] [added: 28,] 2019, we announced that our Board of Directors increased our common stock repurchase authorization by 25 million shares.

At year-end [removed: 2020,] [added: 2021,] 17.4 million shares remained available for repurchase under Board approved authorizations.

We do not anticipate repurchasing additional shares until our leverage ratios further improve.

We do not anticipate repurchasing additional shares until business conditions improve, and are prohibited from doing so for the duration of the Covenant Waiver Period, as discussed in Note 10, under our Credit Facility, with certain exceptions.

The following table presents a summary of our selected historical financial data derived from our last five years of Financial Statements.

Because this information is only a summary and does not provide all of the information contained in our Financial Statements, including the related notes, you should read “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our Financial Statements for each year for more detailed information.

For 2016, we include Legacy-Starwood results from the Merger Date to year-end 2016.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | Fiscal Year | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| *($ in millions, except per share data)* | | | 2020 | | | | | | 2019 | | | | | | 2018 | | | | | | 2017 | | | | | | 2016 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Income Statement Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Revenues (2) | | | $ | 10,571 | | | | | $ | 20,972 | | | | | $ | 20,758 | | | | | $ | 20,452 | | | | | $ | 15,407 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Operating income (loss) (2) (4) | | | $ | 84 | | | | | $ | 1,800 | | | | | $ | 2,366 | | | | | $ | 2,504 | | | | | $ | 1,424 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net (loss) income (2) (4) | | | $ | (267) | | | | | $ | 1,273 | | | | | $ | 1,907 | | | | | $ | 1,459 | | | | | $ | 808 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Per Share Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Diluted (losses) earnings per share (2) (4) | | | $ | (0.82) | | | | | $ | 3.80 | | | | | $ | 5.38 | | | | | $ | 3.84 | | | | | $ | 2.73 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Cash dividends declared per share | | | $ | 0.48 | | | | | $ | 1.85 | | | | | $ | 1.56 | | | | | $ | 1.29 | | | | | $ | 1.15 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance Sheet Data (at year-end): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total assets (2) (3) (4) | | | $ | 24,701 | | | | | $ | 25,051 | | | | | $ | 23,696 | | | | | $ | 23,846 | | | | | $ | 24,078 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Long-term debt | | | $ | 9,203 | | | | | $ | 9,963 | | | | | $ | 8,514 | | | | | $ | 7,840 | | | | | $ | 8,197 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Stockholders’ equity (2) (4) | | | $ | 430 | | | | | $ | 703 | | | | | $ | 2,225 | | | | | $ | 3,582 | | | | | $ | 6,265 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Other Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Base management fees | | | $ | 443 | | | | | $ | 1,180 | | | | | $ | 1,140 | | | | | $ | 1,102 | | | | | $ | 806 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Franchise fees (1) (2) | | | 1,153 | | | | | | 2,006 | | | | | | 1,849 | | | | | | 1,586 | | | | | | 1,157 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Incentive management fees | | | 87 | | | | | | 637 | | | | | | 649 | | | | | | 607 | | | | | | 425 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total fees (1) (2) | | | $ | 1,683 | | | | | $ | 3,823 | | | | | $ | 3,638 | | | | | $ | 3,295 | | | | | $ | 2,388 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Gross Fee Revenue-Source: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| U.S. & Canada (1) (2) | | | $ | 1,345 | | | | | $ | 2,791 | | | | | $ | 2,641 | | | | | $ | 2,388 | | | | | $ | 1,845 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total Outside U.S. & Canada (1) (2) | | | 338 | | | | | | 1,032 | | | | | | 997 | | | | | | 907 | | | | | | 543 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

(1)In 2017, we reclassified branding fees for third-party residential sales and credit card licensing to the “Franchise fees” caption from the “Owned, leased, and other revenue” caption on our Income Statements.

We reclassified 2016 amounts to conform to our current presentation.

(2)In 2018, we adopted ASU No. 2014-09, which impacted our recognition of revenues and certain expenses.

(3)In 2019, we adopted ASU No. 2016-02, which brought substantially all leases onto the balance sheet.

Years before 2019 have not been adjusted for this new accounting standard.

(4)In 2020, we adopted ASU No. 2016-13, which impacted our provision for credit losses.

Years before 2020 have not been adjusted for this new accounting standard.

| [Management’s Report on Internal Control Over Financial [removed: Reporting](#i89d1b9e9f3f84b88ad458af651fd058f_136)] [added: Reporting](#ic355194fd9bc40199770bfde636735be_130)] | | | [removed: [40](#i89d1b9e9f3f84b88ad458af651fd058f_136)] [added: [35](#ic355194fd9bc40199770bfde636735be_130)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i89d1b9e9f3f84b88ad458af651fd058f_139)] [added: Firm](#ic355194fd9bc40199770bfde636735be_133)] | | | [removed: [41](#i89d1b9e9f3f84b88ad458af651fd058f_139)] [added: [36](#ic355194fd9bc40199770bfde636735be_133)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i89d1b9e9f3f84b88ad458af651fd058f_142)] [added: Firm](#ic355194fd9bc40199770bfde636735be_136) (PCAOB ID: 42)] | | | [removed: [42](#i89d1b9e9f3f84b88ad458af651fd058f_142)] [added: [37](#ic355194fd9bc40199770bfde636735be_136)] | | |

[removed: | [Consolidated Statements of (Loss) Income](#i89d1b9e9f3f84b88ad458af651fd058f_145) | | | [46](#i89d1b9e9f3f84b88ad458af651fd058f_145) | | |][added: CONSOLIDATED STATEMENTS OF INCOME (LOSS)]

[removed: | [Consolidated Statements of Comprehensive](#i89d1b9e9f3f84b88ad458af651fd058f_148) [(](#i89d1b9e9f3f84b88ad458af651fd058f_148)[Loss)](#i89d1b9e9f3f84b88ad458af651fd058f_148) [Income](#i89d1b9e9f3f84b88ad458af651fd058f_148) | | | [47](#i89d1b9e9f3f84b88ad458af651fd058f_148) | | |][added: CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)]

| [Consolidated Balance [removed: Sheets](#i89d1b9e9f3f84b88ad458af651fd058f_151)] [added: Sheets](#ic355194fd9bc40199770bfde636735be_145)] | | | [removed: [48](#i89d1b9e9f3f84b88ad458af651fd058f_151)] [added: [42](#ic355194fd9bc40199770bfde636735be_145)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i89d1b9e9f3f84b88ad458af651fd058f_154)] [added: Flows](#ic355194fd9bc40199770bfde636735be_148)] | | | [removed: [49](#i89d1b9e9f3f84b88ad458af651fd058f_154)] [added: [43](#ic355194fd9bc40199770bfde636735be_148)] | | |

| [Consolidated Statements of Stockholders’ [removed: Equity](#i89d1b9e9f3f84b88ad458af651fd058f_157)] [added: Equity](#ic355194fd9bc40199770bfde636735be_151)] | | | [removed: [50](#i89d1b9e9f3f84b88ad458af651fd058f_157)] [added: [44](#ic355194fd9bc40199770bfde636735be_151)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i89d1b9e9f3f84b88ad458af651fd058f_163)] [added: Statements](#ic355194fd9bc40199770bfde636735be_154)] | | | [removed: [51](#i89d1b9e9f3f84b88ad458af651fd058f_163)] [added: [45](#ic355194fd9bc40199770bfde636735be_154)] | | |

| [Summary of Significant Accounting [removed: Policies](#i89d1b9e9f3f84b88ad458af651fd058f_169)] [added: Policies](#ic355194fd9bc40199770bfde636735be_160)] | | | [removed: [51](#i89d1b9e9f3f84b88ad458af651fd058f_169)] [added: [45](#ic355194fd9bc40199770bfde636735be_160)] | | |

| [removed: [Earnings Per Share](#i89d1b9e9f3f84b88ad458af651fd058f_193)] [added: EARNINGS (LOSS) PER SHARE] | | | [removed: [60](#i89d1b9e9f3f84b88ad458af651fd058f_193)] | | | [added: | | | | | | | | | | | |]

| [Commitments and [removed: Contingencies](#i89d1b9e9f3f84b88ad458af651fd058f_208)] [added: Contingencies](#ic355194fd9bc40199770bfde636735be_187)] | | | [removed: [64](#i89d1b9e9f3f84b88ad458af651fd058f_208)] [added: [57](#ic355194fd9bc40199770bfde636735be_187)] | | |

| [Long-Term [removed: Debt](#i89d1b9e9f3f84b88ad458af651fd058f_220)] [added: Debt](#ic355194fd9bc40199770bfde636735be_196)] | | | [removed: [69](#i89d1b9e9f3f84b88ad458af651fd058f_220)] [added: [62](#ic355194fd9bc40199770bfde636735be_196)] | | |

| [Intangible Assets and [removed: Goodwill](#i89d1b9e9f3f84b88ad458af651fd058f_232)] [added: Goodwill](#ic355194fd9bc40199770bfde636735be_205)] | | | [removed: [71](#i89d1b9e9f3f84b88ad458af651fd058f_232)] [added: [64](#ic355194fd9bc40199770bfde636735be_205)] | | |

| [removed: [Property] [added: Property] and [removed: Equipment](#i89d1b9e9f3f84b88ad458af651fd058f_238)] [added: equipment] | | | [removed: [72](#i89d1b9e9f3f84b88ad458af651fd058f_238)] [added: (9)] | | | [added: | | | (42) | | |]

| [Fair Value of Financial [removed: Instruments](#i89d1b9e9f3f84b88ad458af651fd058f_250)] [added: Instruments](#ic355194fd9bc40199770bfde636735be_220)] | | | [removed: [72](#i89d1b9e9f3f84b88ad458af651fd058f_250)] [added: [65](#ic355194fd9bc40199770bfde636735be_220)] | | |

| [Accumulated Other Comprehensive [removed: Loss](#i89d1b9e9f3f84b88ad458af651fd058f_253)] [added: Loss](#ic355194fd9bc40199770bfde636735be_223)] | | | [removed: [73](#i89d1b9e9f3f84b88ad458af651fd058f_253)] [added: [66](#ic355194fd9bc40199770bfde636735be_223)] | | |

| [Related Party [removed: Transactions](#i89d1b9e9f3f84b88ad458af651fd058f_262)] [added: Transactions](#ic355194fd9bc40199770bfde636735be_232)] | | | [removed: [75](#i89d1b9e9f3f84b88ad458af651fd058f_262)] [added: [67](#ic355194fd9bc40199770bfde636735be_232)] | | |

| [Relationship with Major [removed: Customer](#i89d1b9e9f3f84b88ad458af651fd058f_265)] [added: Customer](#ic355194fd9bc40199770bfde636735be_235)] | | | [removed: [76](#i89d1b9e9f3f84b88ad458af651fd058f_265)] [added: [68](#ic355194fd9bc40199770bfde636735be_235)] | | |

In connection with the preparation of the Company’s annual consolidated financial statements, management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in the Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (the “COSO criteria”).

Based on this assessment, management has concluded that, applying the COSO criteria, as of December 31, [removed: 2020,] [added: 2021,] the Company’s internal control over financial reporting 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. generally accepted accounting principles.

We have audited Marriott International, Inc.’s internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (the COSO criteria).

In our opinion, Marriott International, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the related consolidated statements of [removed: (loss) income,] [added: income (loss),] comprehensive [removed: (loss) income,] [added: income (loss),] stockholders’ equity and cash flows for each of the three fiscal years in the period ended December 31, [removed: 2020,] [added: 2021,] and the related notes, and our report dated February [removed: 18, 2021] [added: 15, 2022] expressed an unqualified opinion thereon.

We have audited the accompanying consolidated balance sheets of Marriott International, Inc. (the Company) as of December 31, [removed: 2020 and 2019,] [added: 2021] and [added: 2020,] the related consolidated statements of [removed: (loss) income,] [added: income (loss),] comprehensive [removed: (loss) income,] [added: income (loss),] stockholders’ equity and cash flows for each of the three fiscal years in the period ended December 31, [removed: 2020,] [added: 2021,] and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) and our report dated February [removed: 18, 2021] [added: 15, 2022] expressed an [removed: adverse] [added: unqualified] opinion thereon.

| *Description of the Matter* | | | | | | During [removed: 2020] [added: 2021] the Company recognized [removed: $1,118] [added: $1,966] million of revenues previously deferred as of December 31, [removed: 2019] [added: 2020] and had deferred revenue of [removed: $6,271] [added: $6,471] million as of December 31, [removed: 2020] [added: 2021] associated with the Marriott Bonvoy guest loyalty program (the “Loyalty Program”). As discussed in Note 2 to the financial statements, the Company recognizes revenue for performance obligations relating to Loyalty Program points and free night certificates as they are redeemed and the related performance obligations are satisfied. The Company recognizes a portion of revenue for the Licensed IP performance obligation under the sales-based royalty criteria, with the remaining portion recognized on a straight-line basis over the contract term. Revenue is recognized utilizing complex models based upon the estimated standalone selling price per point and per free night certificate, which includes judgment in making the estimates of variable consideration and breakage of points. | | |

| | | | | | | Auditing Loyalty Program results is complex due to: (1) the complexity of models and high volume of data used to monitor and account for Loyalty Program results, [added: and] (2) the complexity [removed: in accounting for the amendments to the Company’s co-brand credit card agreements during May 2020, as well as the judgment in estimating the relative standalone selling price of the related performance obligations, (3) the complexity] and judgment of estimating the standalone selling price per Loyalty Program point, including both the estimate of variable consideration under the Company’s co-brand credit card agreements which has significant estimation uncertainty associated with projecting future cardholder spending and redemption activity, and the estimated breakage of Loyalty Program points which requires the use of [removed: specialists and (4) the material weakness in the Company’s internal control over financial reporting that existed for a portion of the year relating to the insufficient complement of resources, including IT and accounting processes and personnel, to perform the ongoing accounting associated with the Loyalty Program.] [added: specialists.] | | |

| *How We Addressed the Matter in Our Audit* | | | | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of [removed: certain] controls over the Company’s process of accounting for the Loyalty Program. For example, we tested controls over the accounting methods and model used in reporting results of the Loyalty Program, management’s review of the assumptions and data inputs utilized in estimating the standalone selling price per Loyalty Program point, as well as the development of the estimated breakage. | | |

| | | | | | | To test the recognition of revenues and costs associated with the Loyalty Program, we performed audit procedures that included, among others, testing the clerical accuracy and consistency with US GAAP of the accounting model developed by the Company to recognize revenue and costs associated with the Loyalty Program, and testing significant inputs into the accounting model, including the estimated standalone selling price and recognition of points earned and redeemed during the period. [removed: Because of the material weakness that was present for a portion of the year, we expanded our sample sizes selected for substantive testing and performed additional testing over the completeness and accuracy of Loyalty Program data during the portion of the year in which the material weakness was present.] We involved our [removed: valuation specialists to assist in our testing procedures with respect to the estimate of relative standalone selling price of the performance obligations associated with the amendment to the co-brand credit card agreements in May 2020. We involved our] actuarial professionals to assist in our testing procedures with respect to the estimate of the breakage of Loyalty Program points. We evaluated management’s methodology for estimating the breakage of Loyalty Program points, and we tested underlying data and actuarial assumptions used in estimating the breakage. We evaluated the reasonableness of management’s assumptions, including projections of cash flows, used to estimate variable consideration under the Company’s co-brand credit cards. | | |

| | | | | | | Accounting for General [removed: &] [added: and] Administrative Expenses and Reimbursed Expenses | | |

| *Description of the Matter* | | | | | | During [removed: 2020] [added: 2021] the Company recognized [removed: $762] [added: $823] million of general and administrative expenses and [removed: $8,435] [added: $10,322] million of reimbursed expenses. As discussed in Note 2 to the financial statements, the Company incurs certain expenses that are for the benefit of, and reimbursable from, hotel owners and franchisees. Such amounts are recorded in the period in which the expense is incurred and include judgment with respect to the allocation of certain costs between general [removed: &] [added: and] administrative expenses, which are non-reimbursable, and reimbursed expenses. | | |

| | | | | | | Auditing the classification of general and administrative expenses and reimbursed expenses is complex due to: (1) judgment associated with testing management’s conclusions regarding the allocation of costs between reimbursable and non-reimbursable expenses, (2) the complexity associated with allocating above-property expenses to hotel owners and franchisees due to the high volume of data used to monitor and account for reimbursed expenses and (3) incentives within management’s compensation structure designed to [removed: limit] [added: achieve certain financial targets that exclude] the [removed: growth in general and administrative] [added: impact of reimbursed] expenses. | | |

| [added: Indefinite-lived Intangible Brand Assets] | | | [added: 5,916] | | | [removed: Accounting for Indefinite-lived Brand Intangible Assets] | | | [added: 5,995 | | |]

[removed: CONSOLIDATED STATEMENTS OF (LOSS) INCOME][added: | [Consolidated Statements of](#ic355194fd9bc40199770bfde636735be_139) [Income](#ic355194fd9bc40199770bfde636735be_139) [(Loss)](#ic355194fd9bc40199770bfde636735be_139) | | | [40](#ic355194fd9bc40199770bfde636735be_139) | | |]

Fiscal Years [added: 2021,] 2020, [removed: 2019,] and [removed: 2018][added: 2019]

| | | | December 31, [removed: 2020 | | | | | | December 31, 2019] [added: 2021] | | | | | | December 31, [removed: 2018] [added: 2020] | | |

| Base management fees | | | $ | [removed: 443] [added: 669] | | | | | $ | [removed: 1,180] [added: 443] | | | | | $ | [removed: 1,140] [added: 1,180] | |

| Franchise fees | | | [removed: 1,153] [added: 1,790] | | | | | | [removed: 2,006] [added: 1,153] | | | | | | [removed: 1,849] [added: 2,006] | | |

| [Basis of Presentation](#ic355194fd9bc40199770bfde636735be_157) | | | [45](#ic355194fd9bc40199770bfde636735be_157) | | |

| [Restructuring Charges](#ic355194fd9bc40199770bfde636735be_163) | | | [53](#ic355194fd9bc40199770bfde636735be_163) | | |

| [Earnings Per Share](#ic355194fd9bc40199770bfde636735be_172) | | | [53](#ic355194fd9bc40199770bfde636735be_172) | | |

| [Stock-Based Compensation](#ic355194fd9bc40199770bfde636735be_178) | | | [54](#ic355194fd9bc40199770bfde636735be_178) | | |

| [Income Taxes](#ic355194fd9bc40199770bfde636735be_184) | | | [54](#ic355194fd9bc40199770bfde636735be_184) | | |

| [Leases](#ic355194fd9bc40199770bfde636735be_190) | | | [60](#ic355194fd9bc40199770bfde636735be_190) | | |

| [Business Segments](#ic355194fd9bc40199770bfde636735be_229) | | | [66](#ic355194fd9bc40199770bfde636735be_229) | | |

February 15, 2022

February 15, 2022

| Loss on extinguishment of debt | | | (164) | | | | | | — | | | | | | — | | |

Fiscal Years-Ended 2021 and 2020

| | | | 3,626 | | | | | | 2,825 | | |

| | | | 17,999 | | | | | | 18,164 | | |

| | | | $ | 25,553 | | | | | $ | 24,701 | |

| | | | 6,407 | | | | | | 5,752 | | |

| | | | 1,414 | | | | | | 430 | | |

| | | | $ | 25,553 | | | | | $ | 24,701 | |

Fiscal Years 2021, 2020, and 2019

| Loss on extinguishment of debt | | | 164 | | | | | | — | | | | | | — | | |

| Debt extinguishment costs | | | (155) | | | | | | — | | | | | | — | | |

Fiscal Years 2021, 2020, and 2019

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 326.3 | | | (1) | | | Balance at December 31, 2021 | | | $ | 1,414 | | | | | $ | 5 | | | | | $ | 5,892 | | | | | $ | 10,305 | | | | | $ | (14,446) | | | | | $ | (342) | |

Current and noncurrent deferred revenue decreased by $340 million, to $1,527 million at December 31, 2021 from $1,867 million at December 31, 2020, primarily as a result of $334 million of revenue recognized in 2021 that was deferred as of December 31, 2020, as well as the reclassification from deferred revenue to the liability for guest loyalty program, which we discuss below.

The decrease was partially offset by deferred cash received for free night certificates related to the co-brand credit cards and gift cards, as well as an increase in franchise application and relicensing fees.

This includes a $228 million reclassification from deferred revenue to the liability for guest loyalty program as a result of points that were earned during the period by members using our U.S.-issued co-brand credit cards, which were prepaid by the financial institutions in 2020.

The increase was partially offset by $1,966 million of revenue recognized in 2021, that was deferred as of December 31, 2020.

The decrease during 2021 was primarily due to the write-off of amounts deemed uncollectible, partially offset by the provision for credit losses.

Our provision for credit losses totaled $22 million in 2021 and $136 million in 2020.

Factors we consider when making this determination include, but are not limited to, assessing general economic conditions, hospitality industry trends, and overall financial performance of the reporting unit.

expected future investments to grow new units; and estimated discount rates.

We evaluate leases for classification as operating or financing upon lease commencement.

We substantially completed our above-property programs as of December 31, 2020 and our property-level programs as of September 30, 2021.

| Net income (loss) | | | $ | 1,099 | | | | | $ | (267) | | | | | $ | 1,273 | |

| Net income (loss) | | | $ | 1,099 | | | | | $ | (267) | | | | | $ | 1,273 | |

| | | | 2021 | | | | | | 2020 | | | | | | 2019 | | |

| Granted | | | 0.5 | | | | | | $ | 141 | |

| Distributed | | | (1.7) | | | | | | $ | 113 | |

| [Basis of Presentation](#i89d1b9e9f3f84b88ad458af651fd058f_166) | | | [51](#i89d1b9e9f3f84b88ad458af651fd058f_166) | | |

| [Restructuring Cha](#i89d1b9e9f3f84b88ad458af651fd058f_2569)[r](#i89d1b9e9f3f84b88ad458af651fd058f_2569)[ges](#i89d1b9e9f3f84b88ad458af651fd058f_2569) | | | [59](#i89d1b9e9f3f84b88ad458af651fd058f_2569) | | |

| [Dispositions and Acquisitions](#i89d1b9e9f3f84b88ad458af651fd058f_187) | | | [59](#i89d1b9e9f3f84b88ad458af651fd058f_187) | | |

| [S](#i89d1b9e9f3f84b88ad458af651fd058f_199)[tock](#i89d1b9e9f3f84b88ad458af651fd058f_199)[\-Based Compensation](#i89d1b9e9f3f84b88ad458af651fd058f_199) | | | [60](#i89d1b9e9f3f84b88ad458af651fd058f_199) | | |

| [Income Taxes](#i89d1b9e9f3f84b88ad458af651fd058f_205) | | | [61](#i89d1b9e9f3f84b88ad458af651fd058f_205) | | |

| [Leases](#i89d1b9e9f3f84b88ad458af651fd058f_214) | | | [67](#i89d1b9e9f3f84b88ad458af651fd058f_214) | | |

| [Business Segments](#i89d1b9e9f3f84b88ad458af651fd058f_259) | | | [73](#i89d1b9e9f3f84b88ad458af651fd058f_259) | | |

February 18, 2021

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| *Description of the Matter* | | | | | | At December 31, 2020 the Company had $5,995 million of indefinite-lived intangible brand assets. As discussed in Note 1 to the financial statements, the novel coronavirus (“COVID-19”) pandemic created uncertainty and increased subjectivity with respect to the development of estimates of future business performance. Further, as discussed in Note 2 to the financial statements, the Company evaluates the carrying value of its indefinite-lived brand intangible assets for impairment annually, or more frequently when factors indicate that the Company may not be able to recover the carrying value. The Company may first assess qualitative factors to determine whether it is more likely than not that the fair value of the indefinite-lived brand intangible assets are less than the carrying amount. However, when potential indicators of impairment exist, such as in consideration of the impact of COVID-19 on operations, the Company performs an analysis to determine the recoverability of the asset by comparing the estimated fair value to the carrying value of the asset. | | |

| | | | | | | Auditing the accounting for indefinite-lived brand intangible assets is complex and judgmental as a result of the subjectivity in estimating the fair value of the indefinite-lived brand intangible assets. In particular, the fair value estimates are developed using the income approach and are subject to significant assumptions such as revenue growth, royalty rates and discount rates. These assumptions may be affected by the impact of the COVID-19 pandemic on future market conditions, including the duration of the recovery period. | | |

| *How We Addressed the Matter in Our Audit* | | | | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s process of accounting for indefinite-lived brand intangible assets. For example, we tested management’s controls over the review of the significant assumptions used in estimating the fair value of indefinite-lived intangible assets. | | |

| | | | | | | To test the fair value of the indefinite-lived brand intangible assets our procedures included, among others, assessing the methodologies used in evaluating brand assets for impairment, involving our valuation specialists to assist in evaluating significant assumptions used by management in estimating the fair value of the brand assets, and testing the completeness and accuracy of underlying data used by management in their analyses. We compared the significant assumptions used by management to historical operating results and relevant observable market information including current industry, market and economic trends. Our procedures included evaluating the historical accuracy of management’s forecasts and performing sensitivity analyses to evaluate the impact of changes to significant assumptions. | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Assets held for sale | | | 8 | | | | | | 255 | | |

| | | | 2,825 | | | | | | 3,127 | | |

| | | | 18,164 | | | | | | 17,689 | | |

| | | | $ | 24,701 | | | | | $ | 25,051 | |

| | | | 5,752 | | | | | | 6,677 | | |

| | | | 430 | | | | | | 703 | | |

| 359.1 | | | | | | Balance at December 31, 2017 | | | $ | 3,582 | | | | | $ | 5 | | | | | $ | 5,770 | | | | | $ | 7,242 | | | | | $ | (9,418) | | | | | $ | (17) | |

| — | | | | | | Adoption of ASU 2016-01 | | | — | | | | | | — | | | | | | — | | | | | | 4 | | | | | | — | | | | | | (4) | | |

| — | | | | | | Adoption of ASU 2016-16 | | | 372 | | | | | | — | | | | | | — | | | | | | 372 | | | | | | — | | | | | | — | | |

| — | | | | | | Dividends ($1.56 per share) | | | (543) | | | | | | — | | | | | | — | | | | | | (543) | | | | | | — | | | | | | — | | |

| (21.5) | | | | | | Purchase of treasury stock | | | (2,809) | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,809) | | | | | | — | | |

The accompanying Financial Statements also reflect our adoption of Accounting Standards Update (“ASU”) 2016-13.

include certain operational and administrative costs as provided for in our contracts with the owners.

We recognize revenue net of the redemption cost within our “Cost reimbursement

Current and noncurrent deferred revenue increased by $907 million, to $1,867 million at December 31, 2020 from $960 million at December 31, 2019, primarily as a result of amendments to the existing agreements for our U.S.-issued co-brand credit cards associated with our Loyalty Program, which we signed in May 2020.

These amendments provided the Company with $920 million of cash from the prepayment of certain future revenues, the early payment of a previously committed signing bonus, and the pre-purchase of Marriott Bonvoy points and other consideration.

We recorded the amount of cash received primarily in the deferred revenue caption, and the remainder in the liability for guest loyalty program captions, on our Balance Sheet.

See Note 13 for further information.

See Note 4 for additional information.

*New Accounting Standards Adopted*

ASU No. 2016-13 - “Financial Instruments-Credit Losses” (Topic 326).

ASU 2016-13 requires the use of an impairment methodology that reflects an estimate of expected credit losses, measured over the contractual life of an instrument, based on information about past events, current conditions, and forecasts of future economic conditions.

We adopted ASU 2016-13 in the 2020 first quarter using the modified retrospective transition method.

Upon adoption, we increased our allowance for credit losses in the “Accounts and notes receivable, net” caption of our Balance Sheets by $19 million, from $82 million at December 31, 2019 to $101 million at January 1, 2020.

We also recorded a $4 million decrease in the “Deferred tax liabilities” caption of our Balance Sheets and a $15 million cumulative-effect adjustment to retained earnings on our Balance Sheets.

We evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) [removed: of] [added: under] the Securities Exchange Act of 1934 (the “Exchange Act”)) as of the end of the period covered by this annual report under the supervision and with the participation of our management, including our [removed: Acting Co-Principal] [added: Chief] Executive [removed: Officers] [added: Officer] and Chief Financial Officer.

[removed: You should note that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events,] and we cannot assure you that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

Based upon this evaluation, our [removed: Acting Co-Principal] [added: Chief] Executive [removed: Officers] [added: Officer] and Chief Financial Officer concluded that our disclosure controls and procedures were effective and operating to provide reasonable assurance that we record, process, summarize, and report the information we are required to disclose in the reports that we file or submit under the Exchange Act within the time periods specified in the rules and forms of the SEC, and to provide reasonable assurance that we accumulate and communicate such information to our management, including our [removed: Acting Co-Principal] [added: Chief] Executive [removed: Officers] [added: Officer] and Chief Financial Officer, as appropriate to allow timely decisions about required disclosure.

We made no changes in internal control over financial reporting during the fourth quarter of [removed: 2020] [added: 2021] that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

You should note that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events,

PART III

Items 10, 11, 12, 13, 14.

As described below, we incorporate by reference in this Annual Report on Form 10-K certain information appearing in the Proxy Statement that we will furnish to our stockholders for our 2021 Annual Meeting of Stockholders.

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| Item 10. Directors, Executive Officers, and Corporate Governance. | | | We incorporate this information by reference to “Nominees to our Board of Directors,” “Committees of the Board — Audit Committee,” “Transactions with Related Persons,” “Delinquent Section 16(a) Reports,” and “Selection of Director Nominees” sections of our Proxy Statement. We have included information regarding our executive officers and our Code of Ethics below. | | |

| Item 11. Executive Compensation. | | | We incorporate this information by reference to the “Executive and Director Compensation” and “Compensation Committee Interlocks and Insider Participation” sections of our Proxy Statement. | | |

| Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. | | | We incorporate this information by reference to the “Securities Authorized for Issuance Under Equity Compensation Plans” and the “Stock Ownership” sections of our Proxy Statement. | | |

| Item 13. Certain Relationships and Related Transactions, and Director Independence. | | | We incorporate this information by reference to the “Transactions with Related Persons” and “Director Independence” sections of our Proxy Statement. | | |

| Item 14. Principal Accountant Fees and Services. | | | We incorporate this information by reference to the “Independent Registered Public Accounting Firm Fee Disclosure” and the “Pre-Approval of Independent Auditor Fees and Services Policy” sections of our Proxy Statement. | | |

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

We include below certain information on our executive officers.

This information is as of February 16, 2021, except where indicated.

On February 16, 2021, the Company announced that Arne M.

Sorenson, President and Chief Executive Officer, unexpectedly passed away on February 15, 2021.

On February 2, 2021, the Company announced that Mr. Sorenson would step back from full-time management to facilitate more demanding treatment for pancreatic cancer.

At that time, Stephanie Linnartz, Group President, Consumer Operations, Technology and Emerging Businesses, and Anthony G.

Capuano, Group President, Global Development, Design and Operations Services, began jointly overseeing the day-to-day operations of the Company’s business units and corporate functions.

Ms. Linnartz and Mr. Capuano are expected to continue in this capacity until Marriott’s Board of Directors appoints a new President and Chief Executive Officer.

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Name and Title | | | | | | Age | | | | | | Business Experience | | |

| J.W. Marriott, Jr. Executive Chairman and Chairman of the Board | | | | | | 88 | | | | | | J.W. Marriott, Jr. was elected Executive Chairman effective March 31, 2012, having relinquished his position as Chief Executive Officer. He served as Chief Executive Officer of the Company and its predecessors since 1972. He joined Marriott in 1956, became President and a Director in 1964, Chief Executive Officer in 1972, and Chairman of the Board in 1985. Mr. Marriott serves on the Board of Trustees of The J. Willard & Alice S. Marriott Foundation and the Executive Committee of the World Travel & Tourism Council. Mr. Marriott has served as a Director of the Company and its predecessors since 1964. He holds a Bachelor of Science degree in Banking and Finance from the University of Utah. Mr. Marriott plans to transition to the role of Chairman Emeritus in 2022. | | |

| Liam Brown Group President, United States and Canada | | | | | | 60 | | | | | | Liam Brown became Group President, United States and Canada effective in January 2021. Prior to this role, Mr. Brown served as the President and Managing Director of Europe from 2018 to 2019, followed by Group President of Europe, Middle East & Africa in 2020. Mr. Brown joined Marriott in 1989 and served as President for Franchising, Owner Services and Managed by Marriott Select Brands, North America from 2012 to 2018. Other key positions held by Mr. Brown include Chief Operations Officer for the Americas for Select Service & Extended Stay Lodging and Owner & Franchise Services, as well as Senior Vice President and Executive Vice President of Development for Marriott’s Select Service & Extended Stay lodging products. Mr. Brown also serves on the Board of Directors of the American Hotel and Lodging Association. He holds a Hotel Diploma and Business Degree from the Dublin Institute of Technology, Trinity College and earned his Master of Business Administration from the Robert H. Smith School of Management at the University of Maryland. | | |

| Anthony G. Capuano Group President, Global Development, Design and Operations Services (Acting Co-Principal Executive Officer) | | | | | | 55 | | | | | | Anthony G. Capuano became Group President, Global Development, Design and Operations Services in January 2020. He is responsible for leading the Company’s global development and design efforts and oversees the Company’s Global Operations discipline. In February 2021, Mr. Capuano also began to share responsibility with Ms. Linnartz for overseeing the day-to-day operations of Marriott’s business units and corporate functions, which arrangement is expected to continue until the Company’s Board of Directors appoints a permanent CEO. During this time, Mr. Capuano will be overseeing the Company’s U.S. & Canada segment and Finance. Mr. Capuano began his Marriott career in 1995 as part of the Market Planning and Feasibility team. Between 1997 and 2005, he led Marriott’s full-service development efforts in the Western U.S. & Canada. In early 2008, his responsibilities expanded to include all of U.S. & Canada and the Caribbean and Latin America and he became Executive Vice President and Global Chief Development Officer in 2009. Mr. Capuano began his professional career in Laventhol and Horwath’s Boston-based Leisure Time Advisory Group. He then joined Kenneth Leventhal and Company’s hospitality consulting group in Los Angeles, CA. Mr. Capuano earned his bachelor’s degree in Hotel Administration from Cornell University. He is an active member of the Cornell Hotel Society and a member of The Cornell School of Hotel Administration Dean’s Advisory Board. Mr. Capuano is also a member of the American Hotel and Lodging Association’s Industry Real Estate Financial Advisory Council. | | |

| Felitia Lee Controller and Chief Accounting Officer | | | | | | 59 | | | | | | Felitia Lee became Marriott’s Controller and Chief Accounting Officer and principal accounting officer in August 2020, with responsibility for the accounting operations of the Company including oversight of Financial Reporting & Analysis, Accounting Policy, General Accounting, Governance, Risk Management (Insurance, Claims, Business Continuity, Fire & Life Safety), Global Finance Shared Services, and Finance Contract Compliance. Ms. Lee joined Marriott in May 2020, supporting the management of the Company’s accounting operations. Prior to joining Marriott, Ms. Lee was the Senior Vice President and Controller for Kohl’s Corporation, a publicly-traded retailer, since 2018, where she was responsible for financial reporting, Sarbanes-Oxley processes, capital management, tax planning and compliance. Prior to joining Kohl’s Corporation, Ms. Lee held numerous positions with PepsiCo, Inc., a publicly-traded global food and beverage company, culminating in Vice President and Controller of the Pepsi Beverage Company after the merger of PepsiCo with two of its largest bottlers in 2010. Earlier in her career, Ms. Lee held a variety of financial leadership positions with such organizations as Pilkington, plc and Coopers & Lybrand (an accounting firm now part of PricewaterhouseCoopers). She earned her Bachelor of Science in Accounting from Santa Clara University. She is a Certified Public Accountant and a member of the American Institute of Certified Public Accountants. | | |

| Stephanie Linnartz Group President, Consumer Operations, Technology and Emerging Businesses (Acting Co-Principal Executive Officer) | | | | | | 52 | | | | | | Stephanie Linnartz became Group President, Consumer Operations, Technology and Emerging Businesses in January 2020. She is responsible for the Company’s brand management, sales, marketing, revenue management, distribution, customer experience and innovation, information technology and digital functions, including Marriott Bonvoy, the Company’s loyalty program. In February 2021, Ms. Linnartz also began to share responsibility with Mr. Capuano for overseeing the day-to-day operations of Marriott’s business units and corporate functions, which arrangement is expected to continue until the Company’s Board of Directors appoints a permanent CEO. During this time, Ms. Linnartz will be overseeing the Company’s International segment, as well as Legal, Human Resources and Communications & Public Affairs. Ms. Linnartz also is responsible for developing, incubating, and running new lines of business. Before assuming her current position, Ms. Linnartz, who began her Marriott career in 1997, served as Global Chief Commercial Officer from 2013 to 2019; Global Officer, Sales and Revenue Management from 2009 to 2013; Senior Vice President, Global Sales from 2008 to 2009; Senior Vice President, Sales and Marketing Planning and Support from 2005 to 2008; and prior to that, various roles in Marriott’s Finance and Business Development Department. She currently serves on the Board of Directors of The Home Depot. She holds a bachelor’s degree in Political Science and Government from the College of the Holy Cross, where she sits on the Board of Trustees, and earned her Master of Business Administration from the College of William and Mary. | | |

| Kathleen K. Oberg Executive Vice President and Chief Financial Officer | | | | | | 60 | | | | | | Kathleen (“Leeny”) K. Oberg was appointed as Marriott’s Chief Financial Officer, effective January 1, 2016. Previously, Ms. Oberg was the Chief Financial Officer for The Ritz-Carlton since 2013, where she contributed significantly to the brand’s performance, growth, and organizational effectiveness. Prior to assuming that role, Ms. Oberg served in a range of financial leadership positions with Marriott. From 2008 to 2013, she was the Company’s Senior Vice President, Corporate and Development Finance, where she led a team that valued new hotel development projects and merger and acquisition opportunities, prepared the Company’s long-range plans and annual budgets, and made recommendations for the Company’s financial and capital allocation strategy. From 2006 to 2008, Ms. Oberg served in London as Senior Vice President, International Project Finance and Asset Management for Europe and the Middle East and Africa, and as the region’s senior finance executive. Ms. Oberg first joined Marriott as part of its Investor Relations group in 1999. Before joining Marriott, Ms. Oberg held a variety of financial leadership positions with such organizations as Sodexo (previously Sodexo Marriott Services), Sallie Mae, Goldman Sachs, and Chase Manhattan Bank. She currently serves on the Adobe Board of Directors. She earned her Bachelor of Science in Commerce, with concentrations in Finance and Management Information Systems from the University of Virginia, McIntire School of Commerce and received her Master of Business Administration from Stanford University Graduate School of Business. | | |

| Rena Hozore Reiss Executive Vice President and General Counsel | | | | | | 61 | | | | | | Rena Hozore Reiss became Executive Vice President and General Counsel in December 2017. Ms. Reiss previously held the position of Executive Vice President, General Counsel and Corporate Secretary at Hyatt Hotels where she led the global legal team and oversaw Hyatt’s risk management team and corporate transactions group. Prior to her position with Hyatt, Ms. Reiss was an attorney in Marriott’s law department from 2000 to 2010 building her career in roles with increasing responsibility, ultimately holding the position of Senior Vice President and Associate General Counsel in which she led Marriott’s managed development efforts in the Americas region. Before joining Marriott, Ms. Reiss was a partner at Counts & Kanne, Chartered, in Washington, D.C. and Associate General Counsel at the Miami Herald Publishing Company. Ms. Reiss also serves on the Board of Directors of the American Hotel and Lodging Association. She earned her A.B. from Princeton University and her J.D. from Harvard Law School. | | |

| David A. Rodriguez Executive Vice President and Global Chief Human Resources Officer | | | | | | 62 | | | | | | David A. Rodriguez was appointed Executive Vice President and Global Chief Human Resources Officer in 2006. Before joining Marriott in 1998, he held senior roles in human resources at Citicorp (now Citigroup) from 1989 through 1998. Dr. Rodriguez holds a Bachelor of Arts degree and a doctorate degree in Industrial and Organizational Psychology from New York University. He is a member of the Board of Directors at American Woodmark. He is an elected fellow of the National Academy of Human Resources, chairman of the American Health Policy Institute, vice chair of the Human Resources Policy Association, and a governor on the board of the Health Transformation Alliance. | | |

| Craig S. Smith Group President, International | | | | | | 58 | | | | | | Craig S. Smith became Group President, International effective in January 2021. From October 2019 until December 2020, Mr. Smith was Group President and Managing Director of Asia Pacific, and he previously served as President and Managing Director of Asia Pacific since June 2015, assuming the responsibility for the strategic leadership of all operational and development functions spanning the region. Mr. Smith began his career with Marriott in 1988. Before becoming President and Managing Director of Asia Pacific, Mr. Smith served as President of Marriott’s Caribbean and Latin America region from 2013 to 2015. Before moving to the Caribbean and Latin America region in 2013, he was Executive Vice President and Chief Operations Officer for Asia Pacific. As the son of an American diplomat, Mr. Smith has lived in 13 countries, working in North America, the Caribbean, Latin America, Asia Pacific, and Australia. He is fluent in Spanish and conversant in Portuguese. Mr. Smith earned his Master of Business Administration from the Rotman School of Management at the University of Toronto and a Bachelor of Science from Brigham Young University. | | |

Code of Ethics and Business Conduct Guide

The Company has long maintained and enforced a Code of Ethics that applies to all Marriott associates, including our Chairman of the Board, Acting Co-Principal Executive Officers, Chief Financial Officer, and Principal Accounting Officer, and to each member of the Board.

The Code of Ethics is encompassed in our Business Conduct Guide, which is available in the Investor Relations section of our website (Marriott.com/investor) by clicking on “Governance” and then “Documents & Charters.” We intend to post on that website any future changes or amendments to our Code of Ethics, and any waiver of our Code of Ethics that applies to our Chairman of the Board, any of our executive officers, or a member of our Board within four business days following the date of the amendment or waiver.

PART IV

Not applicable.

PART III

Items 10, 11, 12, 13, 14.

As described below, we incorporate by reference in this Annual Report on Form 10-K certain information appearing in the Proxy Statement that we will furnish to our stockholders for our 2022 Annual Meeting of Stockholders.

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| Item 10. Directors, Executive Officers, and Corporate Governance. | | | We incorporate this information by reference to “Nominees to our Board of Directors,” “Committees of the Board — Audit Committee,” “Transactions with Related Persons,” “Delinquent Section 16(a) Reports,” and “Selection of Director Nominees” sections of our Proxy Statement. We have included information regarding our executive officers and our Code of Ethics below. | | |

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| Item 11. Executive Compensation. | | | We incorporate this information by reference to the “Executive and Director Compensation” and “Compensation Committee Interlocks and Insider Participation” sections of our Proxy Statement. | | |

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| Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. | | | We incorporate this information by reference to the “Securities Authorized for Issuance Under Equity Compensation Plans” and the “Stock Ownership” sections of our Proxy Statement. | | |

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| Item 13. Certain Relationships and Related Transactions, and Director Independence. | | | We incorporate this information by reference to the “Transactions with Related Persons” and “Director Independence” sections of our Proxy Statement. | | |

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| Item 14. Principal Accountant Fees and Services. | | | We incorporate this information by reference to the “Independent Registered Public Accounting Firm Fee Disclosure” and the “Pre-Approval of Independent Auditor Fees and Services Policy” sections of our Proxy Statement. | | |

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

We include below certain information on our executive officers.

This information is as of February 1, 2022, except where indicated.

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| Name and Title | | | | | | Age | | | | | | Business Experience | | |

| J.W. Marriott, Jr. Executive Chairman and Chairman of the Board | | | | | | 89 | | | | | | J.W. Marriott, Jr. was elected Executive Chairman effective March 31, 2012, having relinquished his position as Chief Executive Officer. He served as Chief Executive Officer of the Company and its predecessors since 1972. He joined Marriott in 1956, became President and a Director in 1964, Chief Executive Officer in 1972, and Chairman of the Board in 1985. Mr. Marriott serves on the Board of Trustees of The J. Willard & Alice S. Marriott Foundation and is an honorary member of the World Travel & Tourism Council. Mr. Marriott has served as a Director of the Company and its predecessors since 1964. He holds a Bachelor of Science degree in Banking and Finance from the University of Utah. Mr. Marriott plans to transition to the role of Chairman Emeritus in 2022. | | |

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| Anthony G. Capuano Chief Executive Officer | | | | | | 56 | | | | | | Anthony G. Capuano was appointed Chief Executive Officer (“CEO”) effective February 21, 2021. Prior to his appointment as CEO, Mr. Capuano was Group President, Global Development, Design and Operations Services, a role he assumed in January 2020. In that role, he was responsible for leading the Company’s global development and design efforts and overseeing the Company’s Global Operations discipline. Mr. Capuano began his Marriott career in 1995 as part of the Market Planning and Feasibility team. Between 1997 and 2005, he led Marriott’s full-service development efforts in the Western U.S. and Canada. From 2005 to 2008, Mr. Capuano served as Senior Vice President of full-service development for North America. In 2008, his responsibilities expanded to include all of U.S. and Canada and the Caribbean and Latin America, and he became Executive Vice President and Global Chief Development Officer in 2009. Mr. Capuano began his professional career in Laventhol and Horwath’s Boston-based Leisure Time Advisory Group. He then joined Kenneth Leventhal and Company’s hospitality consulting group in Los Angeles, CA. Mr. Capuano earned his bachelor’s degree in Hotel Administration from Cornell University. He is an active member of the Cornell Hotel Society and a member of The Cornell School of Hotel Administration Dean’s Advisory Board. Mr. Capuano is also a member of the American Hotel and Lodging Association’s Industry Real Estate Financial Advisory Council. | | |

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| Ty Breland Executive Vice President and Chief Human Resources Officer | | | | | | 46 | | | | | | Ty Breland was appointed Executive Vice President and Chief Human Resources Officer effective October 29, 2021. Prior to that appointment, Mr. Breland served as Global HR Officer for Talent Development & Organizational Capability, a role he assumed in 2016. In that role, Mr. Breland had executive oversight for talent management, including leadership development, organizational capability, and change management. Mr. Breland also oversaw The Ritz-Carlton Leadership Center, including its business strategy and sales efforts, and served as the senior Human Resources leader for the company’s Global Development, Design & Operations Services disciplines. Mr. Breland joined Marriott in 2004 as a member of the Company’s Talent Management and Analytics group and held a variety of other senior human resources leadership positions, including Global HR Integration Officer, responsible for the Human Resources integration for Marriott’s merger with Starwood Hotels & Resorts. From 2011-2015, Mr. Breland served as Regional Vice President of Human Resources for the Eastern Region of the U.S. Before joining Marriott, Mr. Breland worked for the Human Resources Research Organization as a research consultant. He earned his Bachelor of Science in Psychology and Ph.D. in Industrial/Organizational Psychology from Virginia Tech, where he is a board member for the Virginia Tech Hospitality Business School. | | |

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| Name and Title | | | | | | Age | | | | | | Business Experience | | |

| Liam Brown Group President, United States and Canada | | | | | | 61 | | | | | | Liam Brown became Group President, United States and Canada effective in January 2021. Prior to this role, Mr. Brown served as the President and Managing Director of Europe from 2018 to 2019, followed by Group President of Europe, Middle East & Africa in 2020. Mr. Brown joined Marriott in 1989 and served as President for Franchising, Owner Services and Managed by Marriott Select Brands, North America from 2012 to 2018. Other key positions held by Mr. Brown include Chief Operations Officer for the Americas for Select Service & Extended Stay Lodging and Owner & Franchise Services, as well as Senior Vice President and Executive Vice President of Development for Marriott’s Select Service & Extended Stay lodging products. Mr. Brown also serves on the Board of Directors of the American Hotel and Lodging Association. He holds a Hotel Diploma and Business Degree from the Dublin Institute of Technology, Trinity College and earned his Master of Business Administration from the Robert H. Smith School of Management at the University of Maryland. | | |

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| Felitia Lee Controller and Chief Accounting Officer | | | | | | 60 | | | | | | Felitia Lee became Marriott’s Controller and Chief Accounting Officer and principal accounting officer in August 2020, with responsibility for the accounting operations of the Company including oversight of Financial Reporting & Analysis, Accounting Policy, General Accounting, Governance, Risk Management (Insurance, Claims, Business Continuity, Fire & Life Safety), Global Finance Shared Services, and Finance Contract Compliance. Ms. Lee joined Marriott in May 2020, supporting the management of the Company’s accounting operations. Prior to joining Marriott, Ms. Lee was the Senior Vice President and Controller for Kohl’s Corporation, a publicly-traded retailer, since 2018, where she was responsible for financial reporting, Sarbanes-Oxley processes, capital management, tax planning and compliance. Prior to joining Kohl’s Corporation, Ms. Lee held numerous positions with PepsiCo, Inc., a publicly-traded global food and beverage company, culminating in Vice President and Controller of the Pepsi Beverage Company after the merger of PepsiCo with two of its largest bottlers in 2010. Earlier in her career, Ms. Lee held a variety of financial leadership positions with such organizations as Pilkington, plc and Coopers & Lybrand (an accounting firm now part of PricewaterhouseCoopers). She earned her Bachelor of Science in Accounting from Santa Clara University. She is a Certified Public Accountant and a member of the American Institute of Certified Public Accountants. | | |

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| Stephanie Linnartz President | | | | | | 53 | | | | | | Stephanie Linnartz was appointed President of Marriott effective February 22, 2021. In her role, she is responsible for developing and executing all aspects of the Company’s global consumer strategy, including brand, marketing, sales, revenue management, customer engagement, technology, emerging businesses, and Marriott Bonvoy, the Company’s loyalty program. In addition, she oversees Marriott’s global development, design, and operations services functions. Before that, Ms. Linnartz was Group President, Consumer Operations, Technology and Emerging Businesses beginning in January 2020. Before assuming her position as Group President, Ms. Linnartz, who began her Marriott career in 1997, served as Global Chief Commercial Officer from 2013 to 2019; Global Officer, Sales and Revenue Management from 2009 to 2013; Senior Vice President, Global Sales from 2008 to 2009; Senior Vice President, Sales and Marketing Planning and Support from 2005 to 2008; and prior to that, various roles in Marriott’s Finance and Business Development Department. She currently serves on the Board of Directors of The Home Depot. She holds a bachelor’s degree in Political Science and Government from the College of the Holy Cross, where she sits on the Board of Trustees, and earned her Master of Business Administration from the College of William and Mary. | | |

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Name and Title | | | | | | Age | | | | | | Business Experience | | |

| Kathleen K. Oberg Chief Financial Officer and Executive Vice President, Business Operations | | | | | | 61 | | | | | | Kathleen (“Leeny”) K. Oberg was appointed as Marriott’s Executive Vice President and Chief Financial Officer effective January 1, 2016 and was additionally designated Executive Vice President, Business Operations beginning October 2021. Previously, Ms. Oberg was the Chief Financial Officer for The Ritz-Carlton since 2013, where she contributed significantly to the brand’s performance, growth, and organizational effectiveness. Prior to assuming that role, Ms. Oberg served in a range of financial leadership positions with Marriott. From 2008 to 2013, she was the Company’s Senior Vice President, Corporate and Development Finance, where she led a team that valued new hotel development projects and merger and acquisition opportunities, prepared the Company’s long-range plans and annual budgets, and made recommendations for the Company’s financial and capital allocation strategy. From 2006 to 2008, Ms. Oberg served in London as Senior Vice President, International Project Finance and Asset Management for Europe and the Middle East and Africa, and as the region’s senior finance executive. Ms. Oberg first joined Marriott as part of its Investor Relations group in 1999. Before joining Marriott, Ms. Oberg held a variety of financial leadership positions with such organizations as Sodexo (previously Sodexo Marriott Services), Sallie Mae, Goldman Sachs, and Chase Manhattan Bank. She currently serves on the Adobe Board of Directors. She earned her Bachelor of Science in Commerce, with concentrations in Finance and Management Information Systems from the University of Virginia, McIntire School of Commerce and received her Master of Business Administration from Stanford University Graduate School of Business. | | |

| 3.2 | | | | | | Amended and Restated Bylaws. | | | | | | [Exhibit No. 3.(ii) to our Form 8-K filed [removed: August 14, 2019 (File] [added: February](https://www.sec.gov/Archives/edgar/data/0001048286/000119312522039831/d296617dex3ii.htm) [14](https://www.sec.gov/Archives/edgar/data/0001048286/000119312522039831/d296617dex3ii.htm)[, 202](https://www.sec.gov/Archives/edgar/data/0001048286/000119312522039831/d296617dex3ii.htm)[2](https://www.sec.gov/Archives/edgar/data/0001048286/000119312522039831/d296617dex3ii.htm) [(File] No. [removed: 001-13881).](http://www.sec.gov/Archives/edgar/data/1048286/000119312519220960/d640459dex3ii.htm)] [added: 001-13881).](https://www.sec.gov/Archives/edgar/data/0001048286/000119312522039831/d296617dex3ii.htm)] | | |

| 4.3 | | | | | | Description of Registrant’s [removed: Securities] [added: Securities.] | | | | | | [Exhibit No. 4.3 to [removed: our](https://www.sec.gov/Archives/edgar/data/1048286/000162828020002376/mar-q42019xexx43.htm) [](https://www.sec.gov/Archives/edgar/data/1048286/000162828020002376/mar-q42019xexx43.htm)[Form](https://www.sec.gov/Archives/edgar/data/1048286/000162828020002376/mar-q42019xexx43.htm) [](https://www.sec.gov/Archives/edgar/data/1048286/000162828020002376/mar-q42019xexx43.htm)[10-K](https://www.sec.gov/Archives/edgar/data/1048286/000162828020002376/mar-q42019xexx43.htm) [](https://www.sec.gov/Archives/edgar/data/1048286/000162828020002376/mar-q42019xexx43.htm)[for] [added: our Form 10-K for] the fiscal year-ended December 31, 2019 (File No. 001-13881).](https://www.sec.gov/Archives/edgar/data/1048286/000162828020002376/mar-q42019xexx43.htm) | | |

| 10.1.4 | | | | | | Third Amendment, dated as of January 26, 2021, to the Fifth Amended and Restated Credit Agreement with Bank of America, N.A., as administrative agent, and certain banks, dated as of June 28, 2019. | | | | | | [Exhibit No. [removed: 10.](https://www.sec.gov/Archives/edgar/data/1048286/000119312521019849/d59364dex102.htm)[2](https://www.sec.gov/Archives/edgar/data/1048286/000119312521019849/d59364dex102.htm) [to] [added: 10.2 to] our Form 8-K filed January 28, 2021 (File No. 001-13881).](https://www.sec.gov/Archives/edgar/data/1048286/000119312521019849/d59364dex102.htm) | | |

| 10.2.3 | | | | | | Letter of Agreement, effective as of September 1, 2018, among [removed: Marriott International, Inc.,] [added: the Company,] Marriott Worldwide Corporation, Marriott Rewards, LLC, Starwood Hotels & Resorts Worldwide, LLC, Marriott Vacations Worldwide Corporation, Marriott Ownership Resorts, Inc., Vistana Signature Experiences, Inc. and ILG, LLC. | | | | | | [Exhibit No. 10.2 to our Form 10-Q filed November 6, 2018 (File No. 001-13881).](http://www.sec.gov/Archives/edgar/data/1048286/000162828018013710/mar-q32018xexx102.htm) | | |

| 10.4.1 | | | | | | Marriott [removed: Rewards] [added: Bonvoy] Affiliation Agreement entered into on November [removed: 17, 2011,] [added: 10, 2021,] among the Company, Marriott Rewards, L.L.C., Marriott Vacations Worldwide Corporation and certain of its subsidiaries, Marriott Ownership Resorts, Inc., and the other signatories thereto. | | | | | | [removed: [Exhibit No. 10.5 to our Form 8-K filed November 21, 2011 (File No. 001-13881).](http://www.sec.gov/Archives/edgar/data/1048286/000119312511317838/d257339dex105.htm)] [added: *[Filed with this report.](https://www.sec.gov/Archives/edgar/data/1048286/000162828022002666/mar-q42021xexx1041.htm)*] | | |

| [removed: 10.4.2] [added: †10.14] | | | | | | [removed: First Amendment to the Marriott Rewards Affiliation Agreement,] [added: Amended and Restated Side Letter Agreement - Program Affiliation,] dated February 26, 2018, among the Company, Marriott [removed: Rewards, LLC, Marriott] Vacations [removed: Worldwide Corporation,] [added: Worldwide,] and [removed: Marriott Ownership Resorts, Inc.] [added: certain of their subsidiaries.] | | | | | | [Exhibit No. [removed: 10.3] [added: 10.5] to our Form 8-K filed February 27, 2018 (File No. [removed: 001-13881).](http://www.sec.gov/Archives/edgar/data/1048286/000162828018002307/exhibit103-firstamendmentt.htm)] [added: 001-13881).](http://www.sec.gov/Archives/edgar/data/1048286/000162828018002307/exhibit105-marriottctrxame.htm)] | | |

| [removed: *10.6.1] [added: *10.7.1] | | | | | | [added: Form of Executive Restricted Stock Unit/MI Shares Agreement for the] Marriott International, Inc. [removed: Executive Deferred Compensation Plan, Amended] [added: Stock] and [removed: Restated as of January 1, 2009.] [added: Cash Incentive Plan (February 2018).] | | | | | | [Exhibit [removed: No. 99] [added: 10.6.1] to our Form [removed: 8-K] [added: 10-Q] filed [removed: August 6, 2009] [added: May 10, 2018] (File No. [removed: 001-13881).](http://www.sec.gov/Archives/edgar/data/1048286/000119312509167021/dex99.htm)] [added: 001-13881).](http://www.sec.gov/Archives/edgar/data/1048286/000162828018006463/mar-q12018xexx1061.htm)] | | |