Marriott International (MAR) 10-K risk factor changes: FY2023 vs FY2022

These risk factors do not identify all risks that we [removed: face;] [added: face, and] our [removed: operations] [added: business] could also be affected by factors, events, or uncertainties that are not presently known to us or that we currently do not consider to present significant risks to our operations.

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

Economic [removed: downturns] and other global, national, and regional conditions and events [added: have in the past impacted, and] could [removed: further impact] [added: in the future impact,] our business, financial results and growth.

Because we conduct our business on a global scale, we are affected by changes in global, national, or regional economies, governmental policies (including in areas such as trade, travel, immigration, [added: labor,] healthcare, and related issues), and geopolitical, public health, social and other conditions and events.

Our business, financial results and growth are impacted by weak or volatile economic [removed: conditions,] [added: conditions;] pandemics and other outbreaks of [removed: disease,] [added: disease;] natural and man-made [removed: disasters,] [added: disasters;] changes in energy [removed: prices] [added: prices, interest rates] and currency [removed: values,] [added: values;] political instability, geopolitical conflict, actual or threatened war, terrorist [removed: activity] [added: activity, civil unrest] and other acts of [removed: violence,] [added: violence;] heightened travel security measures, travel advisories, [added: and] disruptions in air [removed: travel,] and [added: ground travel; and] concerns over the foregoing.

[removed: Property owners may assert the right to] terminate management agreements even where the agreements provide otherwise, and some courts have upheld such assertions about our management agreements and may do so in the future.

Some of our hotel rooms are booked through Internet travel intermediaries such as Expedia.com, Priceline.com, Booking.com, Travelocity.com, [removed: and] Orbitz.com, [removed: as well as lesser-known] [added: and Ctrip.com, and other] online travel service providers.

[removed: The] [added: Our ability to attract and retain owners and franchisees and the] terms of our management [removed: agreements] and franchise agreements [removed: for each of our properties] are influenced by [removed: contract terms offered by our competitors,] [added: the needs and preferences of owners and franchisees and the offerings otherwise available to owners and franchisees in the market,] among other things.

The effects of, or our failure to comply with, applicable laws, regulations and government policies may disrupt our business, lower our revenues, increase our costs, reduce our profits, limit our growth, or damage our reputation. [removed: We and] [added: We,] the hotels that we franchise or [removed: manage] [added: manage, and the programs that we offer,] are subject to [added: or affected by] a variety of laws, regulations and government policies around the globe, including, among others, those related to employment practices; marketing and advertising efforts; trade and economic sanctions; [removed: anti-bribery] [added: anti-bribery, anti-corruption,] and [removed: anti-corruption;] [added: anti-money laundering;] intellectual property; cybersecurity, data privacy, data localization, [added: data transfers,] and the handling of personally identifiable information; competition; climate and the environment; health and safety; liquor sales; [removed: and] the offer and sale of [removed: franchises.][added: franchises; and credit card products.]

The compliance programs, internal controls, and policies we maintain and enforce may need to be updated regularly to keep pace with changing laws, regulations and government policies and may not prevent our associates, contractors, or agents from materially violating applicable laws, [removed: regulations] [added: regulations,] and government policies.

The requirements of applicable laws, regulations, and government policies, our failure to meet such requirements (including investigations and publicity resulting from actual or alleged failures), or actions we take [removed: in order] to comply with such requirements or investigations could have significant adverse effects on our results of operations, reputation, or ability to grow our business.

We earn revenues and incur expenses in foreign currencies [removed: as part of] [added: in connection with] 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.

As a result, exchange rate changes between foreign currencies and the U.S. dollar affect the amounts we record for our foreign assets, liabilities, revenues and expenses, and could have a [added: material] negative effect on our financial results.

Many factors can affect the reputation and value of our Company or one or more of our properties or brands, including our ability to protect and use our brands and trademarks; our properties’ adherence to service and other brand standards; our approach to, or incidents involving, matters related to food quality and safety, guest and associate safety, health and cleanliness, [removed: managing and reducing our carbon footprint] [added: sustainability] and [removed: our use of scarce natural resources,] [added: climate impact,] supply chain management, [added: inclusion] and [removed: diversity,] [added: belonging,] human rights, and support for local communities; and our compliance with applicable laws.

Negative incidents could lead to tangible adverse effects on our business, including lost sales, boycotts, reduced enrollment and/or participation in our Loyalty Program, loss of development opportunities, adverse government attention, [added: adverse reaction from owners and franchisees,] or associate retention and recruiting difficulties.

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 and other [removed: offerings.][added: offerings, and enter into marketing and other strategic collaborations with other companies.]

Under the terms of their agreements with us, these third parties interact directly with guests and others under [added: or in connection with] our brand and trade names.

If these third parties fail to maintain or act in accordance with applicable brand standards; experience operational problems, including [removed: any] [added: a] data or privacy 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 [added: generally] 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 time-consuming for us to pursue such remedies and even if we are successful in pursuing such remedies, that may not be sufficient to mitigate reputational harm [added: to us.]

Collective bargaining activity and strikes could [added: materially] disrupt our operations, increase our labor costs, and interfere with the ability of our management to focus on executing our business strategies.

If relationships with our organized associates or the unions that represent them become adverse, then the properties we operate could experience labor disruptions such as strikes, lockouts, boycotts, and public [removed: demonstrations.][added: demonstrations that cause a significant impact.]

Numerous collective bargaining agreements are typically subject to negotiation each year, and our ability in the past to resolve such negotiations does not mean that we will be able to resolve future negotiations without [removed: strikes,] [added: significant strikes or] disruptions, or on terms that we consider reasonable.

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

In addition, labor disputes and disruptions or increased demands from labor unions [removed: could] [added: can sometimes] harm our relationship with our associates, result in increased regulatory 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 [removed: an] [added: a significant] adverse effect on our reputation, business, financial condition, or results of operations.

We do not have the ability to control the negotiations of collective bargaining agreements covering unionized labor employed by the [removed: operators of our franchised properties.]

We have [removed: experienced] [added: in the past experienced, and could in the future experience,] challenges hiring for certain positions due to various factors, such as increasing wage expectations [removed: and] [added: or] 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.

Insufficient numbers of associates could also limit our ability to grow and expand our [removed: businesses.][added: business.]

Labor shortages have [removed: resulted] [added: in the past resulted,] and could [removed: continue to result] in [added: the future 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.

Extreme weather, [added: natural disasters,] climate change, and sustainability-related concerns [added: have impacted our business in the past and] could [added: in the future] have a material adverse effect on our business and results of operations. We are subject to the risks associated with extreme [removed: weather] [added: weather, natural disasters,] and climate change, including the impacts of the physical effects of climate change, changes in laws and regulations related to climate change and sustainability, and changing consumer preferences.

[removed: Natural] [added: We have seen a decline in travel and reduced demand for lodging as a result of natural] disasters and extreme weather in [added: some] locations where we manage, franchise, own or lease properties or in areas of the world from which we draw [removed: a large number] [added: guests, and the prevalence and impact] of [removed: guests] [added: these events] may [removed: cause a significant decline] [added: increase or worsen] in [removed: travel and reduced demand for lodging.][added: the future.]

Natural disasters, extreme weather, and other physical impacts of climate change (including rising sea levels, extreme hot or cold weather, [added: flooding,] water shortages, [removed: fire,] [added: fires,] and droughts) have in the past and could in the future result in increases in related insurance, energy or other operating costs, and physical damage to our hotels that might not be covered by insurance and might prevent or limit the operations of the property.

Compliance with [removed: future] climate-related legislation and regulation, and our [removed: current or future voluntary] efforts to achieve science-based emissions reduction targets or other sustainability initiatives, could also be [removed: difficult] [added: complex] and costly.

As a result of the foregoing, we may experience reduced demand, significant increased operating and compliance costs, operating disruptions or limitations, constraints on our room growth, and [removed: even] physical damage to our hotels, all of which could adversely affect our profits and [removed: growth.][added: growth, as we have seen in the past to some extent.]

[added: We require comprehensive property and liability insurance] policies for our managed, leased, and owned properties with coverage features and insured limits that we believe are customary.

If our brands, goodwill, or other intangible assets become impaired, we may be required to record significant non-cash charges to earnings. As of December 31, [removed: 2022,] [added: 2023,] we had [removed: $17.6] [added: $18.1] billion of goodwill and other intangible assets.

[removed: Because of the significance of our goodwill and other intangible assets, any future impairment of these] assets could require material non-cash charges to our results of operations, which could have a material adverse effect on our reported financial condition and results of operations.

The availability of funds for new [removed: investments] [added: investments,] and improvement of existing hotels by our current and potential hotel owners and franchisees depends in large measure on their ability to access the capital markets, over which we have little control.

We have a number of owned and leased [added: properties and investments in joint ventures that own] properties, which are [added: each] subject to the risks that generally relate to investments in real property.

We may seek to sell some of these properties over time; however, equity real estate investments can be difficult to sell [removed: quickly.][added: and we may not be able to complete assets sales at prices we find acceptable or at all.]

We participate, through licensing agreements, in the development and sale of residential properties associated with [removed: our brands, including residences and condominiums under] many of our luxury and premium [removed: brand names and trademarks.][added: brands.]

If we cannot compete successfully in these areas, our business, liquidity, financial condition, and results of operations could be materially adversely affected.

- increasing operating costs;

Property owners may assert the right to

operators of our franchised properties.

Because of the significance of our goodwill and other intangible assets, any future impairment of these

Our Loyalty Program plays a significant role in our business and unfavorable developments affecting the program could adversely affect our business and results of operations. Our Loyalty Program is an important aspect of our business.

Our Loyalty Program faces significant competition from the loyalty programs offered by other hospitality companies, as well as from loyalty programs offered by online travel platforms, bank travel programs, and others.

There is significant competition among loyalty programs in terms of the value and utility of program currency, rewards ranges and values, and other terms and conditions.

If we are not able to maintain a competitive and attractive loyalty program, whether because of changes we make to the program or changes that result from external factors (including changes in law or regulation), our ability to acquire, engage and retain members in our Loyalty Program and our ability to operate other programs (including our co-branded credit card program) may be adversely impacted, which could adversely affect our operating results and financial condition.

In the operation of our business, we manage or use sophisticated technology and systems, including those used for our reservation, customer relationship management, analytics, revenue management, property management, human resources and payroll systems, our Loyalty Program, and technologies we make available to our guests and for our associates.

Security measures, no matter how well designed or implemented, may only mitigate and not fully eliminate risks, and security events, when detected by security tools or third parties, may not always be immediately understood or acted upon.

Although we carry cyber insurance that is designed to protect us against certain losses related to cyber risks, that

If we cannot compete successfully in these areas, our operating margins could contract, our market share could decrease, and our earnings could decline.

[Table](#i592a7d33419342abba73cf1f38db7c74_10) [of Contents](#i592a7d33419342abba73cf1f38db7c74_10)

Although COVID-19’s negative impact on our business, operations, and financial results has significantly decreased since 2020, we are continuing to see some of the foregoing effects and could see additional effects in the future.

Some courts have also applied agency law principles and related fiduciary standards to managers of third-party hotel properties, including us (or have interpreted hotel management agreements to be “personal services contracts”).

to us.

The impact of COVID-19 on the hospitality industry, and actions that we and others in the hospitality industry have taken and may take in the future with respect to our associates and executives in response to COVID-19, have adversely affected and may in the future continue to adversely affect our ability to attract and retain associates and executives.

The prevalence of these events may continue to increase as the result of climate change.

We require comprehensive property and liability insurance

Also, due to the data security incident involving unauthorized access to the Starwood reservations database, which we initially reported in November 2018 (the “Data Security Incident”), and the state of the cyber insurance market generally, the costs for our cyber insurance increased with each of our renewals over the last several years, and the cost of such insurance could continue to increase for future policy periods.

In addition, owners of existing hotels that we franchise or manage may have difficulty meeting required debt service payments or refinancing loans at maturity.

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

We occasionally acquire and renovate hotel properties, both directly and through partnerships and other business structures with third parties.

This presents a number of risks, including that: (1) market conditions may limit the availability of capital for project completion or take-out financing or make properties that we renovate less attractive to potential purchasers, with the result that we may not be able to complete or sell such properties at the prices or times we anticipate or we may be required to record additional impairment charges; and (2) construction delays or cost overruns, including those due to general market conditions, shortages or increased costs of skilled labor and/or materials, lender financial defaults, or so-called “Acts of God” such as earthquakes, hurricanes, floods, or fires may increase project costs.

We could face similar risks to the extent we undertake development activities again in the future.

We may not be able to complete asset sales at prices we find acceptable, or at all.

We manage global reservation and Loyalty Program systems or use third-party service providers’ reservation systems that communicate reservation and transactional information to our properties from individuals who book reservations directly with us online, through our mobile apps, through our telephone call centers, or through intermediaries like travel agents, Internet travel websites, and other distribution channels.

upgrade, or prevent disruption to these systems.

Additional cybersecurity incidents could have adverse effects on our business.

“supply chain” attacks, “phishing” or other types of business communications compromises, operator error, or inadvertent releases of data have impacted, and may in the future impact, our information systems and records or those of our owners, franchisees, licensees, other business partners, or service providers.

Our governing corporate documents

*A discussion regarding our financial condition and results of operations for year-end [removed: 2021] [added: 2022] compared to year-end [removed: 2020] [added: 2021] can be found in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of our Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2021,] [added: 2022,] as filed with the SEC on February [removed: 15, 2022 (“2021] [added: 14, 2023 (“2022] Form 10-K”).*

We are a worldwide operator, franchisor, and licensor of hotel, residential, timeshare, and other lodging properties in [removed: 138] [added: 139] countries and territories under [added: more than] 30 brand names.

Additionally, we earn franchise fees for the use of our intellectual property, [removed: such as fees from our] [added: including primarily] co-branded credit [removed: card, timeshare,] [added: card fees, as well as timeshare] and [added: yacht fees,] residential [removed: programs.][added: branding fees, franchise application and relicensing fees, and certain other licensing fees, which we refer to as “non-RevPAR related franchise fees.”]

Occupancy, which we calculate by dividing occupied rooms by total rooms [removed: available (including rooms in hotels temporarily closed due to issues related to COVID-19),] [added: available,] measures the utilization of a property’s available capacity.

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: 2021] [added: 2022] 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 [removed: interruption, with the exception of properties closed or otherwise experiencing interruptions related to COVID-19, which we continue to classify as comparable.][added: interruption.]

For [removed: 2022] [added: 2023] compared to [removed: 2021,] [added: 2022,] we had [removed: 5,123] [added: 5,375] comparable U.S. & Canada properties and [removed: 1,548] [added: 1,704] comparable International properties.

In the [removed: 2022 fourth quarter,] U.S. & [removed: Canada] [added: Canada,] RevPAR improved [removed: 5.2] [added: 8.9] percent [removed: compared to the same period] in [removed: 2019, due] [added: 2023 compared] to [added: 2022, driven by] ADR growth of [removed: 11.1 percent, partially offset by a decline in] [added: 4.7 percent and] occupancy [added: improvement] of [removed: 3.7] [added: 2.7] percentage points.

[removed: The] [added: We discontinued use of the] Starwood reservations database [removed: is no longer used] for business [removed: operations.][added: operations at the end of 2018.]

Although our insurance program includes coverage designed to limit our exposure to losses such as those related to the Data Security Incident, that insurance may not be sufficient or available to cover all of our expenses or other [removed: losses (including monetary payments to regulators and/or litigants) related to the Data Security Incident.]

We expect to incur [removed: significant] [added: ongoing legal and other] expenses associated with the Data Security Incident in future [removed: periods in excess of the amounts already recorded, primarily related to legal proceedings] [added: periods,] and [removed: regulatory investigations (including] [added: we believe it is reasonably] possible [added: that we may incur] additional monetary payments to regulators and/or litigants [removed: as well as] [added: in excess of the amounts already recorded and] costs [removed: associated] [added: in connection] with compliance with any settlements or resolutions of [removed: matters).][added: matters.]

[removed: Approximately 61 percent of our 2022] [added: Our 2023] gross room additions [removed: were] [added: included approximately 60,500 rooms] located outside U.S. & [removed: Canada,] [added: Canada] and [removed: 27 percent were conversions] [added: roughly 16,300 rooms converted] from competitor brands.

At year-end [removed: 2022,] [added: 2023,] we had [removed: more than 496,000 hotel] [added: nearly 3,400 hotels and roughly 573,000] rooms in our development pipeline, which includes [removed: approximately 199,000 hotel rooms under construction and roughly 22,300 hotel] [added: over 21,000] rooms approved for development but not yet under signed contracts.

[removed: In addition, contracts] [added: Contracts] signed in [removed: 2022] [added: 2023] reflected the Company’s strength in the luxury tier, with [removed: 42] [added: 58] luxury hotel agreements [removed: signed, representing nearly 8,000 rooms.][added: signed.]

At year-end [removed: 2022,] [added: 2023,] we operated, franchised, and licensed the following properties and rooms:

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

| | | | Properties | | | | | | Rooms | | | | | | Properties | | | | | | Rooms | | | | | | Properties | | | | | | Rooms | | | | | | [removed: | | | | | | | | | | | |] Properties | | | | | | Rooms | | | | | | Properties | | | | | | Rooms | | |

| Timeshare | | | — | | | | | | — | | | | | | 93 | | | | | | 22,745 | | | | | | — | | | | | | — | | | | | | [removed: | | | | | | | | | | | |] — | | | | | | — | | | | | | 93 | | | | | | 22,745 | | |

| Yacht | | | — | | | | | | — | | | | | | 1 | | | | | | 149 | | | | | | — | | | | | | — | | | | | | [removed: | | | | | | | | | | | |] — | | | | | | — | | | | | | 1 | | | | | | 149 | | |

The following [removed: tables present] [added: table presents] RevPAR, occupancy, and ADR statistics for comparable properties for [removed: 2022,] [added: 2023,] and [removed: 2022] [added: 2023] compared to [removed: 2021.][added: 2022.]

| | | | [removed: 2022] [added: 2023] | | | | | | vs. [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | vs. [removed: 2021] [added: 2022] | | | | | | | | | [removed: 2022] [added: 2023] | | | | | | vs. [removed: 2021] [added: 2022] | | |

The discussion below presents an [removed: additional] analysis of our consolidated results of operations for [removed: 2022] [added: 2023] compared to [removed: 2021.][added: 2022.]

| *($ in millions)* | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | | | | | | | Change [removed: 2022] [added: 2023] vs. [removed: 2021] [added: 2022] | | | | | | | | | | | | | | | | | | | | |

| Base management fees | | | $ | [removed: 1,044] [added: 1,238] | | | | | $ | [removed: 669] [added: 1,044] | | | | | | | | | | | $ | [removed: 375] [added: 194] | | | | | [removed: 56] [added: 19] | | % | | | | | | | | | | | | |

| Franchise fees | | | [removed: 2,505] [added: 2,831] | | | | | | [removed: 1,790] [added: 2,505] | | | | | | | | | | | | [removed: 715] [added: 326] | | | | | | [removed: 40] [added: 13] | | % | | | | | | | | | | | | |

| Incentive management fees | | | [removed: 529] [added: 755] | | | | | | [removed: 235] [added: 529] | | | | | | | | | | | | [removed: 294] [added: 226] | | | | | | [removed: 125] [added: 43] | | % | | | | | | | | | | | | |

| Gross fee revenues | | | [removed: 4,078] [added: 4,824] | | | | | | [removed: 2,694] [added: 4,078] | | | | | | | | | | | | [removed: 1,384] [added: 746] | | | | | | [removed: 51] [added: 18] | | % | | | | | | | | | | | | |

| Contract investment amortization | | | [removed: (89)] [added: (88)] | | | | | | [removed: (75)] [added: (89)] | | | | | | | | | | | | [removed: (14)] [added: 1] | | | | | | [removed: (19)] [added: 1] | | % | | | | | | | | | | | | |

| Net fee revenues | | | $ | [removed: 3,989] [added: 4,736] | | | | | $ | [removed: 2,619] [added: 3,989] | | | | | | | | | | | $ | [removed: 1,370] [added: 747] | | | | | [removed: 52] [added: 19] | | % | | | | | | | | | | | | |

The increase in base management fees primarily reflected higher RevPAR and unit [removed: growth, partially offset by net unfavorable foreign exchange rates ($25 million).][added: growth.]

The increase in franchise fees primarily reflected higher RevPAR, [removed: higher co-branded credit card fees ($119 million) and] unit growth [removed: ($109] [added: ($99] million), [removed: partially offset by net unfavorable foreign exchange rates ($17] [added: and higher non-RevPAR related franchise fees ($50] million).

[removed: The increase in incentive management fees] [added: *•*$373 million of higher gross fee revenues,] primarily [removed: reflected] [added: reflecting] higher profits at certain managed [removed: hotels] [added: hotels, higher RevPAR driven by increases in both occupancy] and [added: ADR in all regions, and] unit growth, partially offset by net unfavorable foreign exchange [removed: rates ($16 million).][added: rates;]

In [removed: 2022,] [added: 2023,] we earned incentive management fees from [removed: 61] [added: 68] percent of our managed properties worldwide, compared to [removed: 47] [added: 61] percent in [removed: 2021.][added: 2022.]

We earned incentive management fees from [removed: 29] [added: 31] percent of our U.S. & Canada managed properties and [removed: 76] [added: 85] percent of our International managed properties in [removed: 2022,] [added: 2023,] compared to [removed: 13] [added: 29] percent in U.S. & Canada and [removed: 63] [added: 76] percent in International in [removed: 2021.][added: 2022.]

In addition, [removed: 58] [added: 65] percent of our total incentive management fees in [removed: 2022] [added: 2023] came from our International managed properties versus [removed: 71] [added: 58] percent in [removed: 2021.][added: 2022.]

| Owned, leased, and other revenue | | | $ | [removed: 1,367] [added: 1,564] | | | | | $ | [removed: 796] [added: 1,367] | | | | | | | | | | | $ | [removed: 571] [added: 197] | | | | | [removed: 72] [added: 14] | | % | | | | | | | | | | | | |

| Owned, leased, and other - direct expenses | | | [removed: 1,074] [added: 1,165] | | | | | | [removed: 734] [added: 1,074] | | | | | | | | | | | | [removed: 340] [added: 91] | | | | | | [removed: 46] [added: 8] | | % | | | | | | | | | | | | |

| Owned, leased, and other, net | | | $ | [removed: 293] [added: 399] | | | | | $ | [removed: 62] [added: 293] | | | | | | | | | | | $ | [removed: 231] [added: 106] | | | | | [removed: 373] [added: 36] | | % | | | | | | | | | | | | |

Owned, leased, and other revenue, net of direct expenses, increased primarily due to [removed: net] stronger results at our owned and leased properties, [removed: partially offset by] [added: $46 million of higher termination fees, primarily related to one development project in U.S. & Canada, and] an estimated monetary payment [added: of $31 million recorded in 2022] related to a portfolio of 12 leased hotels in the U.S. & [removed: Canada ($31 million) and lower termination fees ($18 million).][added: Canada, partially offset by $29 million of subsidies received in 2022 for certain of our leased hotels under German government COVID-19 assistance programs.]

| Cost reimbursement revenue | | | $ | [removed: 15,417] [added: 17,413] | | | | | $ | [removed: 10,442] [added: 15,417] | | | | | | | | | | | $ | [removed: 4,975] [added: 1,996] | | | | | [removed: 48] [added: 13] | | % | | | | | | | | | | | | |

| Reimbursed expenses | | | [removed: 15,141] [added: 17,424] | | | | | | [removed: 10,322] [added: 15,141] | | | | | | | | | | | | [removed: 4,819] [added: 2,283] | | | | | | [removed: 47] [added: 15] | | % | | | | | | | | | | | | |

In January 2024, we modified our 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 2024 first quarter, we will report the following four operating segments: (1) U.S. & Canada, (2) Europe, Middle East, and Africa, (3) Asia Pacific excluding China, and (4) Greater China.

Our Caribbean and Latin America operating segment will not meet the applicable criteria for separate disclosure as a reportable business segment, and as such, we will include its results in “Unallocated corporate and other.”

We saw strong global RevPAR improvement throughout 2023 compared to 2022.

In 2023, worldwide RevPAR increased 14.9 percent compared to 2022, reflecting ADR growth of 5.8 percent and occupancy improvement of 5.5 percentage points.

The increase in RevPAR was driven by improvement in all customer segments.

As we returned to more normalized year over year RevPAR comparisons during the year, RevPAR growth began to stabilize in the 2023 last three quarters.

In our International segment, RevPAR improved 32.6 percent in 2023 compared to 2022, driven by ADR growth of 9.7 percent and occupancy improvement of 11.7 percentage points.

The improvement in RevPAR compared to 2022 was driven by strengthening demand, particularly in Greater China and Asia Pacific excluding China, which were impacted by COVID-19 and government-imposed travel restrictions for much or all of 2022.

losses (including monetary payments to regulators and/or litigants) related to the Data Security Incident.

Our system grew from 8,288 properties (1,525,407 rooms) at year-end 2022 to 8,785 properties (1,597,380 rooms) at year-end 2023.

The increase compared to year-end 2022 reflected gross additions of 558 properties (81,281 rooms), including 149 properties (17,300 rooms) from the City Express brand acquisition, and deletions of 63 properties (9,430 rooms).

More than 232,000 rooms in the pipeline, or 41 percent, were under construction at year-end 2023, including approximately 37,000 rooms from the exclusive, long-term strategic licensing agreement with MGM Resorts International that we announced in July 2023.

In 2023, we signed a record number of management, franchise and license agreements for approximately 164,000 organic rooms, of which nearly 65,000 rooms are conversions and approximately 91,000 rooms are located in the U.S. and Canada, in each case, including 37,000 rooms under our agreement with MGM Resorts International discussed above.

In 2023, we also entered the Midscale segment through the City Express brand acquisition discussed above, and announced our plans for further Midscale expansion with the launch of two new brands, Four Points Express by Sheraton and StudioRes.

In 2024, we expect net rooms growth of 5.5 to 6.0 percent, including an anticipated 2.3 percent increase as a result of the expected addition of rooms to our system under our agreement with MGM Resorts International discussed above.

The first of such MGM properties joined our system in January 2024, and the remaining properties are expected to join by the end of the 2024 first quarter.

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

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

| U.S. & Canada | | | 624 | | | | | | 215,246 | | | | | | 5,259 | | | | | | 752,630 | | | | | | 13 | | | | | | 4,339 | | | | | | 69 | | | | | | 7,416 | | | | | | 5,965 | | | | | | 979,631 | | |

| International | | | 1,422 | | | | | | 360,717 | | | | | | 1,210 | | | | | | 218,830 | | | | | | 37 | | | | | | 8,776 | | | | | | 57 | | | | | | 6,532 | | | | | | 2,726 | | | | | | 594,855 | | |

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

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

| Total | | | 2,046 | | | | | | 575,963 | | | | | | 6,563 | | | | | | 994,354 | | | | | | 50 | | | | | | 13,115 | | | | | | 126 | | | | | | 13,948 | | | | | | 8,785 | | | | | | 1,597,380 | | |

| U.S. & Canada | | | $ | 171.81 | | | | | 10.2 | | % | | | | 68.9 | | % | | | | 3.7 | | % | pts. | | | | | | $ | 249.25 | | | | | 4.3 | | % |

| Greater China | | | $ | 88.18 | | | | | 80.3 | | % | | | | 68.9 | | % | | | | 22.4 | | % | pts. | | | | | | $ | 128.03 | | | | | 21.7 | | % |

| Asia Pacific excluding China | | | $ | 117.33 | | | | | 41.9 | | % | | | | 69.5 | | % | | | | 11.5 | | % | pts. | | | | | | $ | 168.86 | | | | | 18.4 | | % |

| Caribbean & Latin America | | | $ | 168.44 | | | | | 13.8 | | % | | | | 64.0 | | % | | | | 4.4 | | % | pts. | | | | | | $ | 263.19 | | | | | 6.0 | | % |

| Europe | | | $ | 183.67 | | | | | 21.2 | | % | | | | 70.7 | | % | | | | 7.7 | | % | pts. | | | | | | $ | 259.65 | | | | | 8.0 | | % |

| Middle East & Africa | | | $ | 128.99 | | | | | 12.5 | | % | | | | 67.6 | | % | | | | 3.2 | | % | pts. | | | | | | $ | 190.71 | | | | | 7.2 | | % |

| International - All (1) | | | $ | 120.78 | | | | | 35.6 | | % | | | | 68.8 | | % | | | | 13.1 | | % | pts. | | | | | | $ | 175.62 | | | | | 9.7 | | % |

| Worldwide (2) | | | $ | 142.69 | | | | | 21.2 | | % | | | | 68.8 | | % | | | | 9.1 | | % | pts. | | | | | | $ | 207.27 | | | | | 5.1 | | % |

| U.S. & Canada | | | $ | 128.25 | | | | | 8.9 | | % | | | | 69.8 | | % | | | | 2.7 | | % | pts. | | | | | | $ | 183.83 | | | | | 4.7 | | % |

| Greater China | | | $ | 82.77 | | | | | 78.6 | | % | | | | 67.9 | | % | | | | 22.2 | | % | pts. | | | | | | $ | 121.91 | | | | | 20.2 | | % |

| Asia Pacific excluding China | | | $ | 117.89 | | | | | 43.2 | | % | | | | 69.4 | | % | | | | 10.9 | | % | pts. | | | | | | $ | 169.93 | | | | | 20.7 | | % |

| Caribbean & Latin America | | | $ | 142.85 | | | | | 13.9 | | % | | | | 64.7 | | % | | | | 4.2 | | % | pts. | | | | | | $ | 220.73 | | | | | 6.5 | | % |

| Europe | | | $ | 142.88 | | | | | 21.8 | | % | | | | 68.7 | | % | | | | 8.3 | | % | pts. | | | | | | $ | 207.86 | | | | | 7.2 | | % |

| Middle East & Africa | | | $ | 120.67 | | | | | 14.7 | | % | | | | 66.6 | | % | | | | 2.9 | | % | pts. | | | | | | $ | 181.18 | | | | | 9.7 | | % |

| International - All (1) | | | $ | 116.81 | | | | | 32.6 | | % | | | | 67.9 | | % | | | | 11.7 | | % | pts. | | | | | | $ | 172.05 | | | | | 9.7 | | % |

RevPAR, occupancy, and ADR comparisons between 2022 and 2019, which we discuss under the “Business Trends” caption below, reflect properties that are defined as comparable as of December 31, 2022, September 30, 2022, June 30, 2022, or March 31, 2022 (as applicable), even if in 2019 they were not open and operating for the full year or did not meet all the other criteria listed above.

Unless otherwise stated, all comparisons to pre-pandemic or 2019 are comparing to the same time period each year.

We continued to see strong global RevPAR improvement throughout 2022 despite Greater China continuing to be significantly negatively impacted by COVID-19 through the end of the 2022 fourth quarter.

While RevPAR recovery at the beginning of 2022 was dampened due to the emergence of COVID-19 variants, RevPAR quickly improved, resulting in 2022 third quarter worldwide RevPAR exceeding 2019 levels for the first time since the pandemic began.

By the 2022 fourth quarter,

[Table](#i592a7d33419342abba73cf1f38db7c74_10) [of Contents](#i592a7d33419342abba73cf1f38db7c74_10)

worldwide RevPAR exceeded 2019 levels by 4.6 percent, reflecting ADR growth of 12.8 percent, partially offset by a decline in occupancy of 5.1 percentage points compared to 2019 levels.

The global recovery continued across all customer segments, led by robust leisure demand as well as strengthening group demand, which was higher than 2019 levels in certain regions during the 2022 fourth quarter.

Business transient demand also continued to improve during 2022, although it continued to lag behind 2019 levels.

RevPAR in 2022 compared to 2021 improved 46.5 percent in our U.S. & Canada segment, 66.2 percent in our International segment, and 51.0 percent worldwide.

RevPAR in 2022 compared to pre-pandemic 2019 levels declined 4.0 percent worldwide, with improvement in the decline each succeeding quarter during 2022 for each of our segments and worldwide.

In the U.S. & Canada, RevPAR declined only 0.8 percent in 2022 compared to 2019, due to a decline in occupancy of 6.0 percentage points, partially offset by ADR growth of 8.1 percent.

The decline in occupancy as compared to 2019 improved sequentially in each quarter of 2022, reflecting strong demand recovery in many markets within the U.S. & Canada.

Internationally, RevPAR declined 11.9 percent in 2022 compared to 2019, due to a decline in occupancy of 12.2 percentage points, partially offset by ADR growth of 7.0 percent.

In the 2022 fourth quarter, International RevPAR improved 3.4 percent compared to the same period in 2019, due to ADR growth of 17.3 percent, partially offset by a decline in occupancy of 8.3 percentage points.

In the 2022 fourth quarter, RevPAR remained significantly below 2019 levels in Greater China, but exceeded pre-pandemic 2019 levels in the Caribbean & Latin America, Europe, Middle East & Africa, and Asia Pacific excluding China regions, driven by strengthening demand, especially from cross-border guests and meaningful growth in ADR.

Although COVID-19’s negative impact on our business has significantly decreased and we saw strong global RevPAR improvement in 2022, our business is subject to the effects of changes in global and regional conditions and these conditions can change rapidly.

We continue to monitor global economic conditions, and although we are not currently seeing signs of a slowdown in lodging demand, the lodging booking window is short and trends can change quickly.

In 2022, our system grew from 7,989 properties (1,479,179 rooms) at year-end 2021 to 8,288 properties (1,525,407 rooms) at year-end 2022, reflecting gross additions of 394 properties (65,376 rooms) and deletions of 94 properties (19,079 rooms), including the impact of the Company’s decision to suspend its operations in Russia.

In 2022, we signed 726 new management and franchise agreements, representing nearly 108,000 rooms, of which approximately half of the rooms are located outside U.S. & Canada.

Our Select hotel brands continued to be a key growth driver globally with 523 hotel properties signed during 2022.

In particular, our longer stay brands, which include Element Hotels, Residence Inn, and TownePlace Suites, accounted for 30 percent of the Company’s signings in 2022.

Conversions accounted for nearly 20 percent of rooms signings in 2022.

In 2023, we expect total gross rooms growth of approximately 5.5 percent and net rooms growth of 4.0 to 4.5 percent, including approximately 1.1 percent from the anticipated addition of rooms associated with the City Express brand acquisition discussed in Note 3, which are not reflected in the development pipeline discussed above.

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

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

| U.S. & Canada | | | 632 | | | | | | 215,331 | | | | | | 5,121 | | | | | | 735,470 | | | | | | 26 | | | | | | 6,483 | | | | | | | | | | | | | | | | | | 67 | | | | | | 7,128 | | | | | | 5,846 | | | | | | 964,412 | | |

| International | | | 1,357 | | | | | | 345,220 | | | | | | 907 | | | | | | 179,319 | | | | | | 38 | | | | | | 9,209 | | | | | | | | | | | | | | | | | | 46 | | | | | | 4,353 | | | | | | 2,348 | | | | | | 538,101 | | |

| Total | | | 1,989 | | | | | | 560,551 | | | | | | 6,122 | | | | | | 937,683 | | | | | | 64 | | | | | | 15,692 | | | | | | | | | | | | | | | | | | 113 | | | | | | 11,481 | | | | | | 8,288 | | | | | | 1,525,407 | | |

| U.S. & Canada | | | $ | 159.06 | | | | | 67.0 | | % | | | | 65.3 | | % | | | | 17.9 | | % | pts. | | | | | | $ | 243.73 | | | | | 21.3 | | % |

| Greater China | | | $ | 53.22 | | | | | (18.5) | | % | | | | 47.5 | | % | | | | (8.0) | | % | pts. | | | | | | $ | 112.14 | | | | | (4.8) | | % |

| Asia Pacific excluding China | | | $ | 84.41 | | | | | 122.5 | | % | | | | 59.2 | | % | | | | 23.1 | | % | pts. | | | | | | $ | 142.60 | | | | | 35.8 | | % |

| Caribbean & Latin America | | | $ | 126.55 | | | | | 67.0 | | % | | | | 60.8 | | % | | | | 17.7 | | % | pts. | | | | | | $ | 208.17 | | | | | 18.4 | | % |

| Europe | | | $ | 153.51 | | | | | 148.3 | | % | | | | 63.5 | | % | | | | 30.3 | | % | pts. | | | | | | $ | 241.65 | | | | | 29.9 | | % |

| Middle East & Africa | | | $ | 124.63 | | | | | 52.8 | | % | | | | 64.7 | | % | | | | 13.1 | | % | pts. | | | | | | $ | 192.54 | | | | | 22.0 | | % |

| International - All (1) | | | $ | 94.64 | | | | | 55.5 | | % | | | | 57.0 | | % | | | | 11.7 | | % | pts. | | | | | | $ | 166.06 | | | | | 23.4 | | % |

| Worldwide (2) | | | $ | 123.30 | | | | | 61.9 | | % | | | | 60.7 | | % | | | | 14.5 | | % | pts. | | | | | | $ | 203.23 | | | | | 23.3 | | % |

| U.S. & Canada | | | $ | 118.97 | | | | | 46.5 | | % | | | | 67.0 | | % | | | | 11.6 | | % | pts. | | | | | | $ | 177.47 | | | | | 21.1 | | % |

| Greater China | | | $ | 51.38 | | | | | (16.6) | | % | | | | 46.8 | | % | | | | (7.2) | | % | pts. | | | | | | $ | 109.71 | | | | | (3.9) | | % |

| Asia Pacific excluding China | | | $ | 83.87 | | | | | 111.8 | | % | | | | 59.3 | | % | | | | 22.2 | | % | pts. | | | | | | $ | 141.47 | | | | | 32.5 | | % |

We are exposed to market risk [added: primarily] from changes in interest rates and currency exchange rates.

We are exposed to interest rate risk on our floating-rate notes receivable and floating-rate [removed: debt.][added: debt, including the effect of interest rate swaps.]

The following table sets forth the scheduled maturities and the total fair value as of year-end [removed: 2022] [added: 2023] for our financial instruments that are impacted by [removed: market risks:][added: interest rate risk:]

| [removed: *($ in] [added: *(in] millions)* | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2026] [added: 2027] | | | | | | [removed: 2027] [added: 2028] | | | | | | There- after | | | | | | Total Carrying Amount | | | | | | Total Fair Value | | |

| Fixed-rate notes receivable | | | $ | [removed: 3] [added: 23] | | | | | $ | [removed: 17] [added: 7] | | | | | $ | [removed: 3] [added: 6] | | | | | $ | [removed: 1] [added: 4] | | | | | $ | [removed: 1] [added: 2] | | | | | $ | [removed: 25] [added: 15] | | | | | $ | [removed: 50] [added: 57] | | | | | $ | [removed: 45] [added: 53] | |

| Average interest rate | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 1.13] [added: 1.09] | | % | | | | | | |

| Floating-rate notes receivable | | | $ | [removed: 7] [added: 8] | | | | | $ | [removed: 81] [added: 73] | | | | | $ | [removed: 15] [added: 4] | | | | | $ | [removed: 4] [added: —] | | | | | $ | [removed: 4] [added: 20] | | | | | $ | [removed: 1] [added: 7] | | | | | $ | 112 | | | | | $ | [removed: 107] [added: 109] | |

| Average interest rate | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 5.73] [added: 6.60] | | % | | | | | | |

| Average interest rate | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 3.92] [added: 4.20] | | % | | | | | | |

| Average interest rate | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 5.05] [added: 6.06] | | % | | | | | | |

We continue to have exposure to such risks to the extent they are not hedged.

We use forward contracts not designated as hedging instruments to manage currency exchange rate risk associated with certain cash and intercompany loan balances.

We intend to offset the gains and losses related to these forward contracts with the gains and losses related to the remeasurement of our cash and intercompany loan balances, such that there is a negligible effect on earnings.

We do not consider the fair value or earnings impact of these forward contracts to be material to our consolidated financial statements.

| Fixed-rate debt | | | $ | — | | | | | $ | (1,301) | | | | | $ | (1,192) | | | | | $ | (987) | | | | | $ | (1,435) | | | | | $ | (4,861) | | | | | $ | (9,776) | | | | | $ | (9,445) | |

| Floating-rate debt | | | $ | (545) | | | | | $ | — | | | | | $ | — | | | | | $ | (1,421) | | | | | $ | — | | | | | $ | — | | | | | $ | (1,966) | | | | | $ | (1,966) | |

As a matter of policy, we only enter into transactions that we believe will be highly effective at offsetting the underlying risk, and we do not use derivatives for trading or speculative purposes.

[Table](#i592a7d33419342abba73cf1f38db7c74_10) [of Contents](#i592a7d33419342abba73cf1f38db7c74_10)

| Fixed-rate debt | | | $ | (676) | | | | | $ | — | | | | | $ | (1,301) | | | | | $ | (747) | | | | | $ | (984) | | | | | $ | (4,815) | | | | | $ | (8,523) | | | | | $ | (7,810) | |

| Floating-rate debt | | | $ | — | | | | | $ | (1,402) | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | (1,402) | | | | | $ | (1,411) | |

The following table shows our portfolio of brands at year-end [removed: 2022.][added: 2023.]

[removed: ][added: ]

We discuss our operations in the following two operating segments, both of which meet the applicable [removed: accounting] criteria for separate disclosure as a reportable business segment: (1) U.S. & Canada and (2) International.

At year-end [removed: 2022,] [added: 2023,] we had [removed: 2,053] [added: 2,096] company-operated properties [removed: (576,243] [added: (589,078] rooms), which included properties under long-term management or lease agreements with property owners (management and lease agreements together, the “Operating Agreements”) and properties that we own.

[removed: Many of] [added: In many jurisdictions,] our Operating Agreements [removed: are] [added: may be] subordinated to mortgages or other liens securing indebtedness of the owners.

For the lodging [removed: facilities] [added: properties] we operate, we generally are responsible for hiring, training, and supervising the [removed: managers and] employees needed to operate the [removed: facilities] [added: properties] and for [removed: purchasing supplies,] [added: incurring operational] and [added: administrative costs related to the operation of the properties, and] owners are required to reimburse us for those costs.

We have franchising and licensing arrangements that permit [removed: hotel] [added: property] owners and operators to use many of our lodging brand names and systems.

[removed: Under our hotel franchising arrangements, we generally receive an initial application fee and] continuing royalty fees, which typically range from four to seven percent of room revenues for all brands, plus [removed: two] [added: up] to [removed: three] [added: four] percent of food and beverage revenues for certain full-service brands.

We also receive royalty fees under license agreements with Marriott Vacations Worldwide Corporation, our former timeshare subsidiary that we spun off in 2011, and its affiliates (collectively, “MVW”), for certain [removed: brands, including Marriott Vacation Club, Grand Residences by Marriott, The Ritz-Carlton Destination Club, Westin, Sheraton, and for certain existing properties, St. Regis and The Luxury Collection.][added: brands.]

[removed: We receive] [added: The] license fees [added: we receive] from MVW [removed: consisting] [added: consist] of a fixed annual fee, adjusted for inflation, plus certain variable fees based on sales volumes.

Finally, we receive royalty fees under agreements for The Ritz-Carlton Yacht [removed: Collection®, which first set sail in 2022, combining the luxury lifestyle of The Ritz-Carlton with a yachting experience.][added: Collection®.]

At year-end [removed: 2022,] [added: 2023,] we had [removed: 6,122] [added: 6,563] franchised and licensed properties [removed: (937,683] [added: (994,354] rooms and timeshare units).

We use or license [added: certain of] our trademarks for the sale of residential real estate, often in conjunction with hotel [removed: development, and receive branding fees for sales of such branded residential real estate by others.][added: development.]

[removed: Third-party owners typically] [added: We receive one-time branding fees upon the sale of each branded residential unit by the third-party developers who] construct and sell [removed: residences] [added: the residences,] with limited amounts, if any, of our capital at risk.

Our Classic brands offer time-honored hospitality for the modern traveler, and our Distinctive brands offer memorable experiences with a unique perspective - each of which we group into [removed: three] [added: four] quality tiers: Luxury, Premium, [added: Select,] and [removed: Select.][added: Midscale.]

Our Classic Luxury [removed: hotel] brands include JW Marriott, The Ritz-Carlton, and St. Regis.

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

Our Classic Premium [removed: hotel] brands include Marriott Hotels, Sheraton, Delta Hotels by Marriott, Marriott Executive Apartments, and Marriott Vacation Club.

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

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

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

The following table shows the geographic distribution of our brands at year-end [removed: 2022:][added: 2023:]

| | | | | | | U.S. & Canada | | | Europe | | | Middle East & Africa | | | Asia [removed: Pacific] [added: Pacific Excluding China] | | | [added: Greater China | | |] Caribbean & Latin America | | | Total | | |

| Luxury | | | | | | | | | | | | | | | | | | | | | | | | [added: | | |]

| JW Marriott® | | | Properties | | | [removed: 33] [added: 35] | | | [removed: 7] [added: 8] | | | [removed: 10] [added: 11] | | | [removed: 47] [added: 28] | | | [added: 23 | | |] 16 | | | [removed: 113] [added: 121] | | |

| The Ritz-Carlton® | | | Properties | | | [removed: 41] [added: 42] | | | 12 | | | 15 | | | [removed: 38] [added: 23] | | | [added: 18 | | |] 9 | | | [removed: 115] [added: 119] | | |

| W® Hotels | | | Properties | | | 25 | | | [removed: 8] [added: 10] | | | 7 | | | [removed: 20] [added: 11] | | | [added: 11 | | |] 7 | | | [removed: 67] [added: 71] | | |

| The Luxury Collection® [removed: (1)] | | | Properties | | | [removed: 18] [added: 17] | | | [removed: 46] [added: 40] | | | 13 | | | [removed: 32] [added: 28] | | | [removed: 15] [added: 5] | | | [removed: 124] [added: 10] | | | [added: 113 | | |]

| St. Regis® | | | Properties | | | [removed: 10] [added: 11] | | | [removed: 5] [added: 6] | | | [removed: 11] [added: 13] | | | [removed: 23] [added: 10] | | | [removed: 4] [added: 13] | | | [removed: 53] [added: 5] | | | [added: 58 | | |]

| EDITION® | | | Properties | | | 5 | | | [removed: 4] [added: 5] | | | 3 | | | 3 | | | [removed: —] [added: 2] | | | [removed: 15] [added: 1] | | | [added: 19 | | |]

| Bvlgari® | | | Properties | | | — | | | [removed: 3] [added: 4] | | | 1 | | | [removed: 3] [added: 2] | | | [added: 2 | | |] — | | | [removed: 7] [added: 9] | | |

| Premium | | | | | | | | | | | | | | | | | | | | | | | | [added: | | |]

| [removed: Marriott® Hotels] [added: Protea Hotels® by Marriott] | | | Properties | | | [removed: 339] [added: —] | | | [removed: 75] [added: 1] | | | [removed: 28] [added: 62] | | | [removed: 102] [added: —] | | | [removed: 31] [added: —] | | | [removed: 575] [added: —] | | | [added: 63 | | |]

| Renaissance® Hotels | | | Properties | | | [removed: 89] [added: 88] | | | [removed: 27] [added: 28] | | | 5 | | | [removed: 44] [added: 15] | | | [added: 30 | | |] 9 | | | [removed: 174] [added: 175] | | |

| Le Méridien® | | | Properties | | | 25 | | | 16 | | | 23 | | | [removed: 49] [added: 33] | | | [removed: 2] [added: 19] | | | [removed: 115] [added: 3] | | | [added: 119 | | |]

| Delta Hotels by Marriott® (Delta Hotels®) | | | Properties | | | [removed: 87] [added: 92] | | | [removed: 30] [added: 31] | | | [removed: 5] [added: 6] | | | [removed: 2] [added: —] | | | [removed: 1] [added: 4] | | | [removed: 125] [added: 2] | | | [added: 135 | | |]

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

| Rooms | | | 10,220 | | | — | | | — | | | — | | | — | | | [added: — | | |] 10,220 | | | | | |

| Marriott Executive Apartments® | | | Properties | | | — | | | [removed: 4] [added: 3] | | | [removed: 12] [added: 13] | | | [removed: 18] [added: 9] | | | [added: 11 | | |] 2 | | | [removed: 36] [added: 38] | | |

| Tribute Portfolio® [removed: (1)] | | | Properties | | | [removed: 51] [added: 66] | | | [removed: 17] [added: 25] | | | [removed: 2] [added: 5] | | | [removed: 12] [added: 11] | | | [added: 4 | | |] 7 | | | [removed: 89] [added: 118] | | |

In January 2024, we modified our 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 2024 first quarter, we will report the following four operating segments: (1) U.S. & Canada, (2) Europe, Middle East, and Africa, (3) Asia Pacific excluding China, and (4) Greater China.

Our Caribbean and Latin America operating segment will not meet the applicable criteria for separate disclosure as a reportable business segment, and as such, we will include its results in “Unallocated corporate and other.” See Note 14 for more information.

Under our hotel franchising arrangements, we generally receive an initial application fee and

We also typically receive continuing management fees for managing the related homeowners’ association.

At year-end 2023, we had 126 branded residential communities (13,948 residential units).

Midscale offers limited services and essential amenities at a more affordable price point.

Our Midscale brands, which are Classic brands, include City Express by Marriott and Four Points Express by Sheraton, which opened its first hotel in the 2024 first quarter.

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

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

| Rooms | | | 19,261 | | | 2,523 | | | 4,299 | | | 8,832 | | | 9,219 | | | 4,296 | | | 48,430 | | | | | |

| Rooms | | | 12,787 | | | 2,703 | | | 3,979 | | | 4,544 | | | 5,159 | | | 2,007 | | | 31,179 | | | | | |

| Rooms | | | 5,408 | | | 5,756 | | | 2,493 | | | 6,822 | | | 1,488 | | | 1,461 | | | 23,428 | | | | | |

| Rooms | | | 7,295 | | | 2,122 | | | 2,316 | | | 2,754 | | | 3,905 | | | 1,752 | | | 20,144 | | | | | |

| Rooms | | | 2,169 | | | 768 | | | 3,222 | | | 2,068 | | | 3,462 | | | 693 | | | 12,382 | | | | | |

| Rooms | | | 1,379 | | | 819 | | | 638 | | | 496 | | | 646 | | | 180 | | | 4,158 | | | | | |

| Rooms | | | — | | | 332 | | | 121 | | | 157 | | | 201 | | | — | | | 811 | | | | | |

| Rooms | | | 132,856 | | | 21,990 | | | 9,083 | | | 14,893 | | | 22,781 | | | 8,461 | | | 210,064 | | | | | |

| Sheraton® | | | Properties | | | 168 | | | 51 | | | 32 | | | 56 | | | 99 | | | 30 | | | 436 | | |

| Rooms | | | 64,923 | | | 14,279 | | | 9,234 | | | 16,525 | | | 38,791 | | | 8,442 | | | 152,194 | | | | | |

| Westin® | | | Properties | | | 134 | | | 17 | | | 8 | | | 38 | | | 31 | | | 15 | | | 243 | | |

| Rooms | | | 54,820 | | | 5,787 | | | 2,030 | | | 10,813 | | | 10,360 | | | 4,347 | | | 88,157 | | | | | |

| Autograph Collection® | | | Properties | | | 153 | | | 77 | | | 15 | | | 19 | | | 3 | | | 37 | | | 304 | | |

| Rooms | | | 31,321 | | | 10,010 | | | 2,402 | | | 4,277 | | | 426 | | | 12,448 | | | 60,884 | | | | | |

| Rooms | | | 28,041 | | | 6,491 | | | 1,476 | | | 3,801 | | | 10,704 | | | 2,745 | | | 53,258 | | | | | |

| Rooms | | | 5,489 | | | 5,156 | | | 6,841 | | | 7,756 | | | 5,225 | | | 562 | | | 31,029 | | | | | |

| Rooms | | | 21,730 | | | 5,446 | | | 1,443 | | | — | | | 1,529 | | | 366 | | | 30,514 | | | | | |

| Rooms | | | 10,725 | | | 3,096 | | | 584 | | | 1,096 | | | 986 | | | 640 | | | 17,127 | | | | | |

| Rooms | | | 1,605 | | | 4,782 | | | 750 | | | 389 | | | 783 | | | 393 | | | 8,702 | | | | | |

| Rooms | | | — | | | 212 | | | 1,841 | | | 1,297 | | | 1,735 | | | 240 | | | 5,325 | | | | | |

| Apartments by Marriott BonvoyTM | | | Properties | | | — | | | — | | | — | | | — | | | — | | | 1 | | | 1 | | |

| Rooms | | | — | | | — | | | — | | | — | | | — | | | 107 | | | 107 | | | | | |

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

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

| | | | | | | U.S. & Canada | | | Europe | | | Middle East & Africa | | | Asia Pacific Excluding China | | | Greater China | | | Caribbean & Latin America | | | Total | | |

| Rooms | | | 147,091 | | | 13,984 | | | 2,304 | | | 12,107 | | | 13,865 | | | 7,609 | | | 196,960 | | | | | |

| Rooms | | | 109,445 | | | — | | | — | | | 9,527 | | | 7,834 | | | 2,576 | | | 129,382 | | | | | |

| Rooms | | | 105,911 | | | 3,205 | | | 1,117 | | | — | | | — | | | 1,213 | | | 111,446 | | | | | |

| Rooms | | | 64,774 | | | — | | | — | | | — | | | — | | | — | | | 64,774 | | | | | |

| Rooms | | | 22,965 | | | 3,284 | | | 5,136 | | | 10,796 | | | 14,459 | | | 2,332 | | | 58,972 | | | | | |

See Note 14 for more information.

[Table](#i592a7d33419342abba73cf1f38db7c74_10) [of Contents](#i592a7d33419342abba73cf1f38db7c74_10)

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

At year-end 2022, we had 113 branded residential communities (11,481 residential units), for which we typically manage the related homeowners’ associations.

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

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

| Rooms | | | 18,796 | | | 2,387 | | | 4,247 | | | 17,009 | | | 4,296 | | | 46,735 | | | | | |

| Rooms | | | 12,508 | | | 2,689 | | | 3,988 | | | 9,192 | | | 2,007 | | | 30,384 | | | | | |

| Rooms | | | 7,295 | | | 1,734 | | | 2,317 | | | 5,514 | | | 1,752 | | | 18,612 | | | | | |

| Rooms | | | 5,484 | | | 6,616 | | | 2,493 | | | 8,268 | | | 1,542 | | | 24,403 | | | | | |

| Rooms | | | 1,977 | | | 668 | | | 3,049 | | | 5,530 | | | 569 | | | 11,793 | | | | | |

| Rooms | | | 1,379 | | | 726 | | | 638 | | | 852 | | | — | | | 3,595 | | | | | |

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

| Rooms | | | 132,960 | | | 21,454 | | | 8,726 | | | 33,992 | | | 8,311 | | | 205,443 | | | | | |

| Sheraton® | | | Properties | | | 172 | | | 50 | | | 33 | | | 146 | | | 29 | | | 430 | | |

| Rooms | | | 66,621 | | | 14,096 | | | 9,516 | | | 52,487 | | | 8,226 | | | 150,946 | | | | | |

| Westin® | | | Properties | | | 132 | | | 18 | | | 8 | | | 63 | | | 14 | | | 235 | | |

| Rooms | | | 53,756 | | | 5,968 | | | 2,030 | | | 19,450 | | | 3,955 | | | 85,159 | | | | | |

| Rooms | | | 28,998 | | | 6,307 | | | 1,476 | | | 14,791 | | | 2,745 | | | 54,317 | | | | | |

| Rooms | | | 5,705 | | | 5,154 | | | 6,848 | | | 12,486 | | | 271 | | | 30,464 | | | | | |

| Autograph Collection® Hotels (1) | | | Properties | | | 146 | | | 68 | | | 13 | | | 19 | | | 36 | | | 282 | | |

| Rooms | | | 29,678 | | | 8,482 | | | 2,344 | | | 4,455 | | | 12,158 | | | 57,117 | | | | | |

| Rooms | | | 20,893 | | | 5,134 | | | 1,284 | | | 978 | | | 117 | | | 28,406 | | | | | |

| Rooms | | | — | | | 361 | | | 1,665 | | | 2,742 | | | 240 | | | 5,008 | | | | | |

| Rooms | | | 7,952 | | | 1,741 | | | 344 | | | 1,859 | | | 640 | | | 12,536 | | | | | |

| Rooms | | | 1,385 | | | 2,123 | | | 619 | | | 581 | | | 146 | | | 4,854 | | | | | |

| Rooms | | | 145,025 | | | 14,003 | | | 2,139 | | | 22,398 | | | 7,612 | | | 191,177 | | | | | |

| Rooms | | | 104,463 | | | 2,408 | | | 1,117 | | | — | | | 1,213 | | | 109,201 | | | | | |

| Rooms | | | 108,338 | | | — | | | — | | | 14,283 | | | 2,222 | | | 124,843 | | | | | |

| Rooms | | | 63,014 | | | — | | | — | | | — | | | — | | | 63,014 | | | | | |

| Rooms | | | 24,058 | | | 3,291 | | | 5,113 | | | 23,133 | | | 2,332 | | | 57,927 | | | | | |

| Rooms | | | 49,719 | | | — | | | — | | | — | | | — | | | 49,719 | | | | | |

| Rooms | | | 22,582 | | | 1,676 | | | 2,555 | | | 6,790 | | | 2,313 | | | 35,916 | | | | | |

| Rooms | | | 17,766 | | | 11,959 | | | 286 | | | 1,910 | | | 2,696 | | | 34,617 | | | | | |

| Rooms | | | — | | | 72 | | | 6,627 | | | — | | | — | | | 6,699 | | | | | |

| Rooms | | | 11,396 | | | 160 | | | 1,009 | | | 1,651 | | | — | | | 14,216 | | | | | |

| Rooms | | | 5,316 | | | 15,321 | | | — | | | 2,471 | | | — | | | 23,108 | | | | | |

| Rooms | | | 7,128 | | | 326 | | | 1,580 | | | 1,864 | | | 583 | | | 11,481 | | | | | |

| | | | Subtotal Properties | | | 5,846 | | | 721 | | | 327 | | | 980 | | | 320 | | | 8,194 | | |

| | | | Subtotal Rooms | | | 964,412 | | | 135,078 | | | 72,131 | | | 264,946 | | | 65,946 | | | 1,502,513 | | |

For the Fiscal Year Ended December 31, [removed: 2022][added: 2023]

[added: | | | |] For the transition period from to [added: | | |]

[removed: ][added: ]

| Large accelerated filer | | | ☒ | | | | | | Accelerated filer | | | o | | | [added: | | | Emerging growth company | | | o | | |]

| Non-accelerated filer | | | o | | | | | | Smaller reporting company | | | [removed: ☐] [added: o] | | | [added: | | | | | | | | |]

| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o | | | | | | | | | | | | | | | [added: | | | | | | | | |]

The aggregate market value of shares of common stock held by non-affiliates at June 30, [removed: 2022,] [added: 2023,] was [removed: $37,283,265,895.][added: $45,768,892,728.]

There were [removed: 308,121,159] [added: 289,485,338] shares of Class A Common Stock, par value $0.01 per share, outstanding at February [removed: 7, 2023.][added: 6, 2024.]

Portions of the Proxy Statement prepared for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders are incorporated by reference into Part III of this report.

FISCAL YEAR ENDED DECEMBER 31, [removed: 2022][added: 2023]

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| [Item [removed: 10.](#i592a7d33419342abba73cf1f38db7c74_283)] [added: 10.](#i609ab048d9f446a99ac48647c0602e08_232)] | | | [Directors, Executive Officers, and Corporate [removed: Governance](#i592a7d33419342abba73cf1f38db7c74_283)] [added: Governance](#i609ab048d9f446a99ac48647c0602e08_232)] | | | [removed: [62](#i592a7d33419342abba73cf1f38db7c74_283)] [added: [62](#i609ab048d9f446a99ac48647c0602e08_232)] | | |

| [Item [removed: 11.](#i592a7d33419342abba73cf1f38db7c74_283)] [added: 11.](#i609ab048d9f446a99ac48647c0602e08_232)] | | | [Executive [removed: Compensation](#i592a7d33419342abba73cf1f38db7c74_283)] [added: Compensation](#i609ab048d9f446a99ac48647c0602e08_232)] | | | [removed: [62](#i592a7d33419342abba73cf1f38db7c74_283)] [added: [62](#i609ab048d9f446a99ac48647c0602e08_232)] | | |

| [Item [removed: 12.](#i592a7d33419342abba73cf1f38db7c74_283)] [added: 12.](#i609ab048d9f446a99ac48647c0602e08_232)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i592a7d33419342abba73cf1f38db7c74_283)] [added: Matters](#i609ab048d9f446a99ac48647c0602e08_232)] | | | [removed: [62](#i592a7d33419342abba73cf1f38db7c74_283)] [added: [62](#i609ab048d9f446a99ac48647c0602e08_232)] | | |

| [Item [removed: 13.](#i592a7d33419342abba73cf1f38db7c74_283)] [added: 13.](#i609ab048d9f446a99ac48647c0602e08_232)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i592a7d33419342abba73cf1f38db7c74_283)] [added: Independence](#i609ab048d9f446a99ac48647c0602e08_232)] | | | [removed: [62](#i592a7d33419342abba73cf1f38db7c74_283)] [added: [62](#i609ab048d9f446a99ac48647c0602e08_232)] | | |

| [Item [removed: 14.](#i592a7d33419342abba73cf1f38db7c74_283)] [added: 14.](#i609ab048d9f446a99ac48647c0602e08_232)] | | | [Principal Accountant Fees and [removed: Services](#i592a7d33419342abba73cf1f38db7c74_283)] [added: Services](#i609ab048d9f446a99ac48647c0602e08_232)] | | | [removed: [62](#i592a7d33419342abba73cf1f38db7c74_283)] [added: [62](#i609ab048d9f446a99ac48647c0602e08_232)] | | |

| [Item [removed: 15.](#i592a7d33419342abba73cf1f38db7c74_295)] [added: 15.](#i609ab048d9f446a99ac48647c0602e08_244)] | | | [Exhibits and Financial Statement [removed: Schedules](#i592a7d33419342abba73cf1f38db7c74_295)] [added: Schedules](#i609ab048d9f446a99ac48647c0602e08_244)] | | | [removed: [65](#i592a7d33419342abba73cf1f38db7c74_295)] [added: [66](#i609ab048d9f446a99ac48647c0602e08_244)] | | |

| [Item [removed: 16.](#i592a7d33419342abba73cf1f38db7c74_298)] [added: 16.](#i609ab048d9f446a99ac48647c0602e08_247)] | | | [Form 10-K [removed: Summary](#i592a7d33419342abba73cf1f38db7c74_298)] [added: Summary](#i609ab048d9f446a99ac48647c0602e08_247)] | | | [removed: [69](#i592a7d33419342abba73cf1f38db7c74_298)] [added: [70](#i609ab048d9f446a99ac48647c0602e08_247)] | | |

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 Income [removed: (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 America, Europe, Middle East and Africa, Greater China, and Asia Pacific 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 [removed: Revenue per Available Room (“RevPAR”), average daily rate (“ADR”), occupancy and other] future demand [removed: and recovery] trends and expectations; our expectations regarding rooms growth; our expectations regarding our ability to meet our liquidity requirements; our capital expenditures and other investment spending expectations; our expectations regarding future dividends and share repurchases; [removed: our expectations regarding our acquisition of the City Express brand] and [removed: the addition of the City Express hotels to our franchise system; and] other statements 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 in Part I, Item [removed: 1A] [added: 1A, “Risk Factors,”] of this report and other factors we describe from time to time in our periodic filings with the SEC.

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If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| [Part I.](#i609ab048d9f446a99ac48647c0602e08_19) | | | | | | | | |

| [Item 1C.](#i609ab048d9f446a99ac48647c0602e08_37) | | | [Cybersecurity](#i609ab048d9f446a99ac48647c0602e08_37) | | | [18](#i609ab048d9f446a99ac48647c0602e08_37) | | |

| [Part III.](#i609ab048d9f446a99ac48647c0602e08_229) | | | | | | | | |

| [Part IV.](#i609ab048d9f446a99ac48647c0602e08_241) | | | | | | | | |

| | | | [Signatures](#i609ab048d9f446a99ac48647c0602e08_250) | | | [71](#i609ab048d9f446a99ac48647c0602e08_250) | | |

[Table](#i592a7d33419342abba73cf1f38db7c74_10) [of Contents](#i592a7d33419342abba73cf1f38db7c74_10)

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

| | | | | | | | | | Emerging growth company | | | ☐ | | |

| [Part I.](#i592a7d33419342abba73cf1f38db7c74_19) | | | | | | | | |

| [Part III.](#i592a7d33419342abba73cf1f38db7c74_280) | | | | | | | | |

| [Part IV.](#i592a7d33419342abba73cf1f38db7c74_292) | | | | | | | | |

| | | | [Signatures](#i592a7d33419342abba73cf1f38db7c74_301) | | | [70](#i592a7d33419342abba73cf1f38db7c74_301) | | |

*Risk Management and Strategy*

We manage risks from cybersecurity threats through our overall enterprise risk management process, which is overseen by our Board.

Management has created a global information security program, which encompasses a dedicated global information security team and policies, procedures, and processes for assessing, identifying, and managing risks from cybersecurity threats.

Marriott’s policies, procedures, and processes follow recognized frameworks established by the National Institute of Standards and Technology (“NIST”) and the International Organization for Standardization, as well as other relevant standards.

Our program is designed to maintain the confidentiality, integrity, security, and availability of the data that is created, collected, stored, and used to operate our business.

We assess, identify, and manage risks from cybersecurity threats through various mechanisms, which from time to time may include tabletop exercises, business unit assessments, control gap analyses, threat modeling, impact analyses, internal audits, external audits, vulnerability scans, penetration tests, and engagement of third parties to conduct analyses of our information security program.

We obtain cybersecurity threat intelligence from recognized forums, third parties, and other sources as part of our risk assessment process.

We also maintain a risk-based approach for assessing, identifying, and managing risks from cybersecurity threats associated with third party service providers, owners, franchisees, and other companies with whom we do business.

With respect to incident response, we maintain a Global Information Security & Privacy Incident Response Plan (“IRP”), which applies globally to information security incidents involving properties owned, leased, or managed by Marriott, as well as

our above-property business locations.

Franchisees are responsible for information security at franchised properties and the systems and business processes related to information security that are under their direction and control.

Franchisees are required to comply with brand standards relating to information security, which include an obligation to report information security incidents to us.

Our IRP sets out a coordinated, multi-functional approach for investigating, containing, and mitigating incidents, including reporting findings and keeping senior management and other key stakeholders informed and involved as appropriate.

In general, our incident response process follows the NIST framework and focuses on four phases: (i) preparation; (ii) detection and analysis; (iii) containment, eradication, and recovery; and (iv) post-incident remediation.

We do not believe that risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect our overall business strategy, results of operations, or financial condition over the long term.

See the discussion about the Starwood Data Security Incident under the “Litigation, Claims, and Government Investigations” caption in Note 7 of our financial statements, the discussion of the same in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the discussion of cybersecurity risk in Part I, Item 1A, “Risk Factors.”

*Governance*

Our Board has established a Technology and Information Security Oversight Committee (“TISOC”) to assist the Board in providing oversight of matters pertaining to technology, information security, and privacy, including risks from cybersecurity threats; management’s efforts to monitor and mitigate those risks; and significant cybersecurity incidents.

The TISOC meets at least four times a year and typically receives quarterly reports from our Chief Information Security Officer (“CISO”) and other members of management.

Risks from cybersecurity threats are also discussed with the full Board as part of regular legal updates and management presentations, the Board’s oversight of enterprise risk management, and periodic education sessions.

The Board’s Audit Committee also receives reports regarding information security and technology-related audits conducted by our internal audit department.

To establish, implement, and evaluate our risk management policies and practices with respect to cybersecurity threats, and to facilitate the communication of such matters to the Board and to the TISOC, we have established a number of management committees, several of which include senior leaders and direct reports of the Company’s President and CEO, that serve as our policymaking and management-level governing bodies with respect to our information security and data privacy programs; oversee the implementation of our information security and data privacy risk management strategy; and identify, consider, and escalate information security and data privacy issues that may arise in our business.

Our global information security team led by our CISO works in coordination with these management committees and other cross-functional teams and is principally responsible for overseeing our information security strategy, working collaboratively with business leaders across the organization to assess, identify, and manage risks from cybersecurity threats, and to address cybersecurity incidents when they arise.

Our global information security program is operated on a 24/7 basis to address risks from cybersecurity threats and to respond to cybersecurity incidents globally.

Our CISO and other members of senior management responsible for our information security program have extensive experience assessing and managing risks from cybersecurity threats, including decades of experience in information technology and information security positions; serving in information technology leadership positions at other large public companies; and having other significant experience in the areas of risk management, information technology, and information security.

Our CISO has more than 26 years of experience in information technology and/or information security, including more than 12 years in such positions in the hospitality industry.

As of December 31, [removed: 2022,] [added: 2023,] we owned or leased [removed: 26] [added: 13] hotels [added: (4,339 rooms)] in U.S. & Canada and [removed: 38] [added: 37] hotels [added: (8,776 rooms)] in International.

Additionally, most of our regional offices, customer [removed: care and reservation] [added: engagement] centers, and sales offices, as well as our corporate headquarters, are in leased facilities.

At February [removed: 7, 2023, 308,121,159] [added: 6, 2024, 289,485,338] shares of our Class A Common Stock (our “common stock”) were outstanding and were held by [removed: 32,128] [added: 30,822] stockholders of record.

Our common stock trades on the Nasdaq Global Select Market [removed: (“Nasdaq”)] under the trading symbol MAR.

Fourth Quarter [removed: 2022] [added: 2023] Issuer Purchases of Equity Securities

(1)On [removed: February 28, 2019,] [added: November 10, 2022,] we announced that our Board of Directors increased our common stock repurchase authorization by 25 million shares.

In addition, on November [removed: 10, 2022,] [added: 9, 2023,] we announced that our Board of Directors further increased our common stock repurchase authorization by 25 million shares.

At year-end [removed: 2022, 25.6] [added: 2023, 29.1] million shares remained available for repurchase under Board approved authorizations.

We [added: may] repurchase shares in the open market [removed: and] [added: or] in privately negotiated [removed: transactions] [added: transactions,] and [added: we] account for these shares as treasury stock.

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| October 1, 2023 - October 31, 2023 | | | | | | 1.5 | | | | | | $ | 193.70 | | | | | 1.5 | | | | | | 7.3 | | |

| November 1, 2023 - November 30, 2023 | | | | | | 1.6 | | | | | | $ | 202.74 | | | | | 1.6 | | | | | | 30.7 | | |

| December 1, 2023 - December 31, 2023 | | | | | | 1.6 | | | | | | $ | 215.26 | | | | | 1.6 | | | | | | 29.1 | | |

| October 1, 2022 - October 31, 2022 | | | | | | 3.0 | | | | | | $ | 149.16 | | | | | 3.0 | | | | | | 6.3 | | |

| November 1, 2022 - November 30, 2022 | | | | | | 2.8 | | | | | | $ | 159.06 | | | | | 2.8 | | | | | | 28.5 | | |

| December 1, 2022 - December 31, 2022 | | | | | | 2.9 | | | | | | $ | 155.66 | | | | | 2.9 | | | | | | 25.6 | | |

[Table](#i592a7d33419342abba73cf1f38db7c74_10) [of Contents](#i592a7d33419342abba73cf1f38db7c74_10)

| [Management’s Report on Internal Control Over Financial [removed: Reporting](#i592a7d33419342abba73cf1f38db7c74_151)] [added: Reporting](#i609ab048d9f446a99ac48647c0602e08_136)] | | | [removed: [31](#i592a7d33419342abba73cf1f38db7c74_151)] [added: [31](#i609ab048d9f446a99ac48647c0602e08_136)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i592a7d33419342abba73cf1f38db7c74_154)] [added: Firm](#i609ab048d9f446a99ac48647c0602e08_139)] | | | [removed: [32](#i592a7d33419342abba73cf1f38db7c74_154)] [added: [32](#i609ab048d9f446a99ac48647c0602e08_139)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i592a7d33419342abba73cf1f38db7c74_160) (PCAOB ID: 42)] [added: Firm](#i609ab048d9f446a99ac48647c0602e08_145)] | | | [removed: [33](#i592a7d33419342abba73cf1f38db7c74_160)] [added: [33](#i609ab048d9f446a99ac48647c0602e08_145)] | | |

[removed: | [Consolidated Statements of Income (Loss)](#i592a7d33419342abba73cf1f38db7c74_163) | | | [36](#i592a7d33419342abba73cf1f38db7c74_163) | | |][added: CONSOLIDATED STATEMENTS OF INCOME]

[removed: | [Consolidated Statements of Comprehensive Income (Loss)](#i592a7d33419342abba73cf1f38db7c74_166) | | | [37](#i592a7d33419342abba73cf1f38db7c74_166) | | |][added: CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME]

| [Consolidated Balance [removed: Sheets](#i592a7d33419342abba73cf1f38db7c74_169)] [added: Sheets](#i609ab048d9f446a99ac48647c0602e08_154)] | | | [removed: [38](#i592a7d33419342abba73cf1f38db7c74_169)] [added: [38](#i609ab048d9f446a99ac48647c0602e08_154)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i592a7d33419342abba73cf1f38db7c74_172)] [added: Flows](#i609ab048d9f446a99ac48647c0602e08_157)] | | | [removed: [39](#i592a7d33419342abba73cf1f38db7c74_172)] [added: [39](#i609ab048d9f446a99ac48647c0602e08_157)] | | |

[removed: | [Consolidated Statements of Stockholders’ Equity](#i592a7d33419342abba73cf1f38db7c74_175) | | | [40](#i592a7d33419342abba73cf1f38db7c74_175) | | |][added: CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ (DEFICIT) EQUITY]

| [Notes to Consolidated Financial [removed: Statements](#i592a7d33419342abba73cf1f38db7c74_178)] [added: Statements](#i609ab048d9f446a99ac48647c0602e08_163)] | | | [removed: [41](#i592a7d33419342abba73cf1f38db7c74_178)] [added: [41](#i609ab048d9f446a99ac48647c0602e08_163)] | | |

| [Summary of Significant Accounting [removed: Policies](#i592a7d33419342abba73cf1f38db7c74_184)] [added: Policies](#i609ab048d9f446a99ac48647c0602e08_169)] | | | [removed: [41](#i592a7d33419342abba73cf1f38db7c74_184)] [added: [41](#i609ab048d9f446a99ac48647c0602e08_169)] | | |

| [removed: [Earnings Per Share](#i592a7d33419342abba73cf1f38db7c74_196)] [added: EARNINGS PER SHARE] | | | [removed: [49](#i592a7d33419342abba73cf1f38db7c74_196)] | | | [added: | | | | | | | | | | | |]

| [Stock-Based [removed: Compensation](#i592a7d33419342abba73cf1f38db7c74_202)] [added: Compensation](#i609ab048d9f446a99ac48647c0602e08_178)] | | | [removed: [49](#i592a7d33419342abba73cf1f38db7c74_202)] [added: [49](#i609ab048d9f446a99ac48647c0602e08_178)] | | |

| [Commitments and [removed: Contingencies](#i592a7d33419342abba73cf1f38db7c74_211)] [added: Contingencies](#i609ab048d9f446a99ac48647c0602e08_184)] | | | [removed: [52](#i592a7d33419342abba73cf1f38db7c74_211)] [added: [52](#i609ab048d9f446a99ac48647c0602e08_184)] | | |

| [removed: [Long-Term Debt](#i592a7d33419342abba73cf1f38db7c74_217)] [added: Other long-term debt] | | | [removed: [56](#i592a7d33419342abba73cf1f38db7c74_217)] [added: (56)] | | | [added: | | | (52) | | | | | | (56) | | | | | | (49) | | |]

| [Intangible Assets and [removed: Goodwill](#i592a7d33419342abba73cf1f38db7c74_226)] [added: Goodwill](#i609ab048d9f446a99ac48647c0602e08_196)] | | | [removed: [57](#i592a7d33419342abba73cf1f38db7c74_226)] [added: [57](#i609ab048d9f446a99ac48647c0602e08_196)] | | |

| [removed: [Property] [added: Property] and [removed: Equipment](#i592a7d33419342abba73cf1f38db7c74_232)] [added: equipment] | | | [removed: [58](#i592a7d33419342abba73cf1f38db7c74_232)] [added: (62)] | | | [added: | | | (58) | | |]

| [Fair Value of Financial [removed: Instruments](#i592a7d33419342abba73cf1f38db7c74_241)] [added: Instruments](#i609ab048d9f446a99ac48647c0602e08_202)] | | | [removed: [58](#i592a7d33419342abba73cf1f38db7c74_241)] [added: [58](#i609ab048d9f446a99ac48647c0602e08_202)] | | |

| [Accumulated Other Comprehensive [removed: Loss](#i592a7d33419342abba73cf1f38db7c74_244)] [added: Loss](#i609ab048d9f446a99ac48647c0602e08_205)] | | | [removed: [59](#i592a7d33419342abba73cf1f38db7c74_244)] [added: [59](#i609ab048d9f446a99ac48647c0602e08_205)] | | |

| [Related Party [removed: Transactions](#i592a7d33419342abba73cf1f38db7c74_256)] [added: Transactions](#i609ab048d9f446a99ac48647c0602e08_214)] | | | [removed: [60](#i592a7d33419342abba73cf1f38db7c74_256)] [added: [60](#i609ab048d9f446a99ac48647c0602e08_214)] | | |

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: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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.

Ernst & Young [removed: LLP,] [added: LLP (PCAOB ID: 42),] the independent registered public accounting firm that audited the Company’s consolidated financial statements included in this report, has issued an attestation report on the effectiveness of the Company’s internal control over financial reporting, a copy of which appears on the following page.

We have audited Marriott International, Inc.’s internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the related consolidated statements of [removed: income (loss),] [added: income,] comprehensive [removed: income (loss),] [added: income,] stockholders’ [added: (deficit)] equity and cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] and the related notes, and our report dated February [removed: 14, 2023] [added: 13, 2024] expressed an unqualified opinion thereon.

We have audited the accompanying consolidated balance sheets of Marriott International, Inc. (the Company) as of December 31, [removed: 2022] [added: 2023,] and [removed: 2021,] [added: 2022,] the related consolidated statements of [removed: income (loss),] [added: income,] comprehensive [removed: income (loss),] [added: income,] stockholders’ [added: (deficit)] equity and cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 14, 2023] [added: 13, 2024] expressed an unqualified opinion thereon.

| *Description of the Matter* | | | | | | During [removed: 2022] [added: 2023] the Company recognized [removed: $2,692] [added: $2,798] million of revenues previously deferred as of December 31, [removed: 2021,] [added: 2022,] and had deferred revenue of [removed: $6,594] [added: $7,006] million as of December 31, [removed: 2022] [added: 2023] 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 [removed: results, (2) the complexity in accounting for the amendments to the Company’s domestic co-branded credit card agreements, as well as the judgment in estimating the relative standalone selling price of the related performance obligations,] [added: results] and [removed: (3)] [added: (2)] 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-branded 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 specialists. | | |

| | | | | | | 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. 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 amendments to the domestic co-branded credit card agreements. 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-branded credit cards. | | |

| *Description of the Matter* | | | | | | During [removed: 2022] [added: 2023] the Company recognized [removed: $891] [added: $1,011] million of general and administrative expenses and [removed: $15,141] [added: $17,424] 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 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 [removed: expenses, (2) the complexity associated with allocating above-property] expenses [removed: to hotel owners] and [removed: franchisees due to the high volume of data used to monitor and account for reimbursed expenses and (3)] [added: (2)] incentives within management’s compensation structure designed to achieve certain financial targets that exclude the impact of reimbursed expenses. | | |

| | | | | | | To test the recognition of reimbursed expenses for appropriate classification, we performed audit procedures that included, among others, (1) testing [removed: a sample of transactions that were classified within] [added: manual journal entries made to] reimbursed expenses [removed: in order to evaluate the appropriate accounting treatment] and [removed: financial statement classification pursuant to the terms of the management] [added: general] and [removed: franchise agreements,] [added: administrative expenses and] (2) [removed: performed] [added: performing] analytical procedures over total reimbursed expenses and general and administrative expenses in order to identify any trends or indicators of material errors in the classification of [removed: expenses, (3) tested manual journal entries made to reimbursed expenses and general and administrative expenses and (4) evaluated the methodology of cost allocations, including any material changes to allocations during the period.] [added: expenses.] | | |

[removed: CONSOLIDATED STATEMENTS OF INCOME (LOSS)][added: | [Consolidated Statements of Income](#i609ab048d9f446a99ac48647c0602e08_148) | | | [36](#i609ab048d9f446a99ac48647c0602e08_148) | | |]

Fiscal Years [added: 2023,] 2022, [removed: 2021,] and [removed: 2020][added: 2021]

[removed: ($ in] [added: (in] millions, except per share amounts)

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Base management fees | | | $ | [removed: 1,044] [added: 1,238] | | | | | $ | [removed: 669] [added: 1,044] | | | | | $ | [removed: 443] [added: 669] | |

| Franchise fees | | | [removed: 2,505] [added: 2,831] | | | | | | [removed: 1,790] [added: 2,505] | | | | | | [removed: 1,153] [added: 1,790] | | |

| [Basis of Presentation](#i609ab048d9f446a99ac48647c0602e08_166) | | | [41](#i609ab048d9f446a99ac48647c0602e08_166) | | |

| [Acquisition](#i609ab048d9f446a99ac48647c0602e08_172) | | | [48](#i609ab048d9f446a99ac48647c0602e08_172) | | |

| [Income Taxes](#i609ab048d9f446a99ac48647c0602e08_181) | | | [50](#i609ab048d9f446a99ac48647c0602e08_181) | | |

| [Leases](#i609ab048d9f446a99ac48647c0602e08_190) | | | [54](#i609ab048d9f446a99ac48647c0602e08_190) | | |

| [Long-Term Debt](#i609ab048d9f446a99ac48647c0602e08_193) | | | [56](#i609ab048d9f446a99ac48647c0602e08_193) | | |

| [Business Segments](#i609ab048d9f446a99ac48647c0602e08_211) | | | [59](#i609ab048d9f446a99ac48647c0602e08_211) | | |

February 13, 2024

February 13, 2024

Fiscal Years-Ended 2023 and 2022

(in millions)

| | | | 3,311 | | | | | | 3,313 | | |

| | | | 18,076 | | | | | | 17,619 | | |

| | | | $ | 25,674 | | | | | $ | 24,815 | |

| | | | 7,762 | | | | | | 7,339 | | |

| | | | (682) | | | | | | 568 | | |

| | | | $ | 25,674 | | | | | $ | 24,815 | |

Fiscal Years 2023, 2022, and 2021

(in millions)

| Net income | | | $ | 3,083 | | | | | $ | 2,358 | | | | | $ | 1,099 | |

| Other | | | 21 | | | | | | 69 | | | | | | (144) | | |

| Asset acquisition | | | (101) | | | | | | — | | | | | | — | | |

Fiscal Years 2023, 2022, and 2021

| — | | | | | | Net income | | | 3,083 | | | | | | — | | | | | | — | | | | | | 3,083 | | | | | | — | | | | | | — | | |

| 290.5 | | | (1) | | | Balance at December 31, 2023 | | | $ | (682) | | | | | $ | 5 | | | | | $ | 6,051 | | | | | $ | 14,838 | | | | | $ | (20,929) | | | | | $ | (647) | |

In sales transactions where we retain a management contract, the terms and conditions of the management

As a result of the transaction, we added 149 properties located in Mexico, Costa Rica, Colombia, and Chile to our franchise portfolio.

We accounted for the transaction as an asset acquisition and allocated the cost of the acquisition, including direct and incremental transaction costs, to an indefinite-lived brand asset of approximately $85 million and franchise contract assets, with a weighted-average term of 20 years, totaling $21 million.

| Net income | | | $ | 3,083 | | | | | $ | 2,358 | | | | | $ | 1,099 | |

| Net income | | | $ | 3,083 | | | | | $ | 2,358 | | | | | $ | 1,099 | |

| Shares for basic earnings per share | | | 301.5 | | | | | | 324.4 | | | | | | 327.2 | | |

| | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |

| Distributed | | | (1.6) | | | | | | 116 | | |

| Outstanding at year-end 2023 | | | 3.1 | | | | | | $ | 144 | |

Beginning May 2023, awards are granted under the 2023 Marriott International, Inc. Stock and Cash Incentive Plan (“2023 Plan”).

At year-end 2023, we had approximately 12 million remaining shares authorized for grant under the 2023 Plan.

| | | | | | | (838) | | | | | | (601) | | | | | | 37 | | |

| | | | | | | $ | (295) | | | | | $ | (756) | | | | | $ | (81) | |

tax years through 2021.

During 2023, our valuation allowance decreased primarily due to the release of certain non-U.S. tax benefits ($223 million) as the Company concluded that it is more likely than not to recognize those tax benefits.

In addition, during 2023, our intangibles deferred tax liability decreased primarily due to intellectual property restructuring transactions, resulting in non-U.S. tax benefits ($228 million).

| [Basis of Presentation](#i592a7d33419342abba73cf1f38db7c74_181) | | | [41](#i592a7d33419342abba73cf1f38db7c74_181) | | |

| [Acquisition](#i592a7d33419342abba73cf1f38db7c74_190) | | | [48](#i592a7d33419342abba73cf1f38db7c74_190) | | |

| [Income Taxes](#i592a7d33419342abba73cf1f38db7c74_208) | | | [50](#i592a7d33419342abba73cf1f38db7c74_208) | | |

| [Leases](#i592a7d33419342abba73cf1f38db7c74_214) | | | [54](#i592a7d33419342abba73cf1f38db7c74_214) | | |

| [Business Segments](#i592a7d33419342abba73cf1f38db7c74_250) | | | [59](#i592a7d33419342abba73cf1f38db7c74_250) | | |

[Table](#i592a7d33419342abba73cf1f38db7c74_10) [of Contents](#i592a7d33419342abba73cf1f38db7c74_10)

February 14, 2023

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

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

| | | | 3,313 | | | | | | 3,626 | | |

| | | | 17,619 | | | | | | 17,999 | | |

| | | | $ | 24,815 | | | | | $ | 25,553 | |

| | | | 7,339 | | | | | | 6,407 | | |

| | | | 568 | | | | | | 1,414 | | |

| Deferred revenue changes and other | | | 69 | | | | | | (144) | | | | | | 1,140 | | |

| 324.0 | | | | | | Balance at December 31, 2019 | | | $ | 703 | | | | | $ | 5 | | | | | $ | 5,800 | | | | | $ | 9,644 | | | | | $ | (14,385) | | | | | $ | (361) | |

| — | | | | | | Adoption of ASU 2016-13 | | | (15) | | | | | | — | | | | | | — | | | | | | (15) | | | | | | — | | | | | | — | | |

| — | | | | | | Net loss | | | (267) | | | | | | — | | | | | | — | | | | | | (267) | | | | | | — | | | | | | — | | |

The current portion of our liability for guest loyalty program increased compared to December 31, 2021, due to higher estimated redemptions in the short-term.

As of October 19, 2022, the portfolio included 152 mid-scale hotels (17,356 rooms) located in Mexico, Costa Rica, Colombia, and Chile.

Upon closing of the transaction, which is subject to regulatory approval and other customary closing conditions, City Express will become part of our franchise system.

We expect the transaction could close in the first half of 2023.

(1) For the calculation of diluted loss per share for 2020, we excluded share-based compensation securities of 1.4 million because the effect was anti-dilutive.

| Outstanding at year-end 2021 | | | 4.4 | | | | | | $ | 109 | |

| Distributed | | | (1.5) | | | | | | 114 | | |

| | | | | | | (601) | | | | | | 37 | | | | | | (110) | | |

| | | | | | | $ | (756) | | | | | $ | (81) | | | | | $ | 199 | |

currently ongoing.

| Receivables, net | | | 12 | | | | | | 11 | | |

| Equity method investments | | | (32) | | | | | | (40) | | |

During 2022, our net operating loss carry-forwards increased with an offsetting increase in our valuation allowance primarily due to net operating losses in an international subsidiary.

| Permanent items | | | (0.2) | | | | | | (0.5) | | | | | | 9.4 | | |

| Tax on asset dispositions | | | 0.0 | | | | | | (0.7) | | | | | | 0.0 | | |

| Other, net | | | 1.0 | | | | | | (0.1) | | | | | | 0.6 | | |

The non-U.S. income tax benefit presented in the table above includes tax-exempt income in Hong Kong and Singapore, and a tax deduction in Switzerland, which collectively represented 2.5% in 2022, 3.2% in 2021, and 12.9% in 2020.

We included the impact of these items in the non-U.S. income line above because we consider them to be equivalent to a reduction of the statutory tax rates in these jurisdictions.

The non-U.S. income tax benefit also includes U.S. income tax expense on non-U.S. operations, which represents 0.6% in 2022, (0.5)% in 2021, and 0.8% in 2020.

We included the impact of this tax in the non-U.S. income line above because we consider this tax to be an integral part of the foreign taxes.

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

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

We made no changes in internal control over financial reporting during the [added: 2023] fourth quarter [removed: of 2022] that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

During the 2023 fourth quarter, no director or Section 16 officer adopted or terminated any Rule 10b5-1 plans or non-Rule 10b5-1 trading arrangements.

None.

[Table](#i592a7d33419342abba73cf1f38db7c74_10) [of Contents](#i592a7d33419342abba73cf1f38db7c74_10)

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 [removed: 2023] [added: 2024] Annual Meeting of Stockholders.

This information is as of February [removed: 10, 2023,] [added: 1, 2024,] except where indicated.

| Anthony G. (Tony) Capuano [added: President and] Chief Executive Officer | | | | | | [removed: 57] [added: 58] | | | | | | Tony Capuano was appointed Chief Executive Officer (“CEO”) [removed: effective February 21, 2021. Effective] [added: in] February [removed: 24, 2023, Mr. Capuano will become President] [added: 2021] and [removed: Chief Executive Officer.] [added: was additionally designated President in February 2023.] 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 [removed: 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 [removed: an active] [added: a] member of the Cornell Hotel [removed: Society and a member of] [added: Society,] The Cornell School of Hotel Administration Dean’s Advisory Board, [removed: as well as] the Business Roundtable, and the American Hotel and Lodging Association’s IREFAC Council. Additionally, Mr. Capuano serves on the Board of Directors of McDonald’s Corporation and Save Venice, a nonprofit organization dedicated to preserving the artistic heritage of Venice, Italy. | | |

| Benjamin T. (Ty) Breland Executive Vice President and Chief Human Resources Officer | | | | | | [removed: 47] [added: 48] | | | | | | Ty Breland was appointed Executive Vice President and Chief Human Resources Officer effective October [removed: 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 [removed: Center, including its business strategy and sales efforts,] [added: Center] and served as the senior Human Resources leader for the [removed: company’s] [added: 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 [removed: 2011-2015,] [added: 2011 to 2015,] Mr. Breland served as Regional Vice President of Human Resources for the Eastern Region of the U.S. [removed: Before joining Marriott,] Mr. Breland [removed: 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. | | |

| William P. (Liam) Brown Group President, United States and Canada | | | | | | [removed: 62] [added: 63] | | | | | | Liam Brown was appointed Group President, United States and Canada effective January [removed: 1, 2021.] [added: 2021, and is responsible for developing and managing Marriott's portfolio in the region.] 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 [added: previously] 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 [removed: Board of Directors] [added: Executive Committee] 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. | | |

| Felitia O. Lee Controller and Chief Accounting Officer | | | | | | [removed: 61] [added: 62] | | | | | | Felitia Lee was appointed Marriott’s Controller and Chief Accounting Officer and principal accounting officer effective August [removed: 28,] 2020, with responsibility for the [added: global] accounting operations of the Company including oversight of financial reporting [removed: &] [added: and] analysis, accounting policy, general accounting, finance and accounting governance, [removed: global] finance shared services, and financial 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 [removed: Corporation, a publicly-traded retailer,] [added: Corporation] since 2018, [removed: where she was responsible for financial reporting, Sarbanes-Oxley processes, capital management, tax planning,] and [removed: compliance. Prior] [added: prior] to joining Kohl’s Corporation, Ms. Lee held [removed: numerous positions with PepsiCo, Inc., a publicly-traded global food and beverage company, culminating in] [added: the title of] Vice President and Controller of the Pepsi Beverage Company [removed: after the merger of PepsiCo] [added: along] with [removed: two of its largest bottlers in 2010. Earlier in her career, Ms. Lee held] a [removed: variety] [added: number] of [removed: financial] [added: other] leadership positions with [removed: such organizations as Pilkington, plc and Coopers & Lybrand (an accounting firm now part of PricewaterhouseCoopers).] [added: PepsiCo, Inc.] 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. | | |

| Kathleen K. (Leeny) Oberg Chief Financial Officer and Executive Vice President, [removed: Business Operations] [added: Development] | | | | | | [removed: 62] [added: 63] | | | | | | Leeny Oberg was appointed Executive Vice President and Chief Financial Officer effective January [removed: 1,] 2016 and was additionally designated Executive Vice President, Business Operations in October 2021. [added: In February 2023, Ms. Oberg began leading the Company’s Global Development organization and was appointed Chief Financial Officer and Executive Vice President, Development.] Previously, Ms. Oberg was the Chief Financial Officer for The Ritz-Carlton since [removed: 2013, where she contributed significantly to the brand’s performance, growth, and organizational effectiveness.] [added: 2013.] Prior to assuming that role, Ms. Oberg served in a range of financial leadership positions with Marriott, including Senior Vice President, Corporate and Development Finance and Senior Vice President, International Project Finance and Asset Management for Europe and the Middle East and Africa. Ms. Oberg first joined Marriott as part of its Investor Relations group in 1999. [removed: Before joining Marriott,] Ms. Oberg [removed: held a variety of financial leadership positions with such organizations as Sodexo (previously Sodexo Marriott Services), Sallie Mae, Goldman Sachs, and Chase Manhattan Bank. Ms. Oberg] is an active member of the American Hotel and Lodging Association’s IREFAC Council, and she currently serves on the Board of Directors of Adobe Inc. She earned her Bachelor of Science in Commerce, with concentrations in Finance and Management Information [removed: Systems] [added: 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 | | | | | | [removed: 63] [added: 64] | | | | | | Rena Hozore Reiss was appointed Executive Vice President and General Counsel effective December [removed: 4,] 2017. Ms. Reiss previously held the position of Executive Vice President, General Counsel and Corporate Secretary at Hyatt [removed: Hotels where she led the global legal team and oversaw Hyatt’s risk management team and corporate transactions group.] [added: Hotels.] 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. [removed: Before joining Marriott,] Ms. Reiss [removed: was a partner at Counts & Kanne, Chartered, in Washington, D.C. and Associate General Counsel at the Miami Herald Publishing Company. Ms. Reiss] serves on the Board of Directors of the American Hotel and Lodging Association and of [removed: the] Legal Aid [removed: Society of the District of Columbia.] [added: DC.] She earned her A.B. from Princeton University and her J.D. from Harvard Law School. | | |

[removed: The Code of Ethics is encompassed in our Business Conduct Guide, which is available in the Investor Relations section of our] website [removed: (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 any of our executive officers or a member of our Board within four business days following the date of the amendment or waiver.

| Satyajit (Satya) Anand President, Europe, Middle East & Africa | | | | | | 59 | | | | | | Satya Anand was appointed President, Europe, Middle East & Africa (EMEA) in October 2020, and is responsible for developing and managing Marriott's portfolio in the region. Mr. Anand began his career with Marriott International in 1988 and prior to assuming his role as President, EMEA, he served as Chief Operations Officer, Luxury & Southern Europe and Global Design EMEA from July 2016. Prior to this, Mr. Anand was Marriott’s Chief Financial Officer for Europe for four years and held Area Vice President roles for Western and Central Europe respectively as well as various Cluster General Manager, operations and finance positions both on and above property. Mr. Anand holds a bachelor’s degree in Accounting from Bangalore’s MES College of Commerce and completed his Diploma in Hotel and Tourism Management from the Institute of Tourism & Hotel Management in Semmering, Austria. | | |

| Yibing Mao President, Greater China | | | | | | 60 | | | | | | Yibing Mao was appointed President, Greater China in February 2023, and is responsible for developing and managing Marriott's portfolio in the region. Ms. Mao joined Marriott in 1996 and held the title of Senior Vice President & Chief Counsel, Asia Pacific from May 2016 until she stepped down in 2020. From 2021 to February 2023, she was a member of the Board of Directors of Las Vegas Sands Corporation. She currently serves on the Leadership Council of Duke Women’s Impact Network. Ms. Mao received a Bachelor of Laws from Jilin University, Master of Law from Peking University, and a J.D. degree from Duke University School of Law. | | |

| Rajeev (Raj) Menon President, Asia Pacific Excluding China | | | | | | 55 | | | | | | Rajeev Menon was appointed President, Asia Pacific excluding China (APEC) in October 2019, and is responsible for developing and managing Marriott's portfolio in the region. Prior to being appointed President, APEC, Mr. Menon served as the Chief Operating Officer for APEC from March 2015 through September 2019. Mr. Menon joined Marriott International in April 2001 as the General Manager of Renaissance Mumbai Hotel and Convention Center and Marriott Executive Apartments, Mumbai. He completed his education including Hotel Management in New Delhi and is also a graduate of the Advance Management Program (AMP Class 194) at Harvard Business School. | | |

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

| Drew L. Pinto Executive Vice President and Chief Revenue & Technology Officer | | | | | | 52 | | | | | | Drew Pinto was appointed Executive Vice President and Chief Revenue & Technology Officer in February 2023, and is responsible for leading global sales and support channels, revenue management, digital, and information technology strategy for the Company. Since joining the Company in 2004, Mr. Pinto has held various leadership roles, including Global Officer, Global Sales, Distribution, and Revenue Management from January 2021 to February 2023 and Senior Vice President, Distribution & Revenue Strategy from January 2019 to January 2021. Mr. Pinto serves on advisory boards for the American Hotel & Lodging Association and several industry-related ventures. Mr. Pinto earned a Bachelor of Arts degree from Yale University and his Master of Business Administration from The University of Michigan Ross School of Business. | | |

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

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

| Peggy F. Roe Executive Vice President and Chief Customer Officer | | | | | | 52 | | | | | | Peggy Roe was appointed Executive Vice President and Chief Customer Officer in February 2023, and is responsible for overseeing development and execution of all aspects of Marriott’s global consumer strategy. Since joining Marriott in 2003, Ms. Roe has held various leadership roles focused on growth and innovation. From January 2020 to February 2023, she served as Global Officer, Customer Experience, Loyalty, and New Ventures, and from October 2013 to December 2019, she served as Chief Sales and Marketing Officer, Asia Pacific. She co-founded the Marriott Women in Leadership initiative in Asia Pacific in 2014 and is a board member of the Hong Kong chapter of the Asian University for Women. She currently leads Marriott’s Women’s Associate Resource Group. Ms. Roe is a graduate of the University of Michigan and holds a Master of Business Administration from Harvard Business School. | | |

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

[Table](#i592a7d33419342abba73cf1f38db7c74_10) [of Contents](#i592a7d33419342abba73cf1f38db7c74_10)

| Stephanie C. Linnartz President | | | | | | 54 | | | | | | 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. Ms. Linnartz was appointed President and CEO of Under Armour, Inc. in December 2022 and will leave Marriott effective February 24, 2023. | | |

| Craig S. Smith Group President, International | | | | | | 60 | | | | | | Craig Smith was appointed Group President, International effective January 1, 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. He is the son of an American diplomat, and has lived and worked in 13 countries. Mr. Smith is chair of the US-ASEAN Business Council. He is also on the board of the US-India Strategic Partnership Forum (USISPF). He is fluent in Spanish and conversant in Portuguese. Mr. Smith earned a Bachelor of Science from Brigham Young University and a Master of Business Administration from the Rotman School of Management at the University of Toronto. On February 14, 2023, Marriott announced that Mr. Smith will be retiring from the Company, effective February 24, 2023. | | |

| 3.2 | | | | | | Amended and Restated Bylaws. | | | | | | [Exhibit No. [removed: 3.(ii)] [added: 3.1] to our Form 8-K filed [removed: February 14, 2022] [added: August 4, 2023] (File No. [removed: 001-13881).](https://www.sec.gov/Archives/edgar/data/0001048286/000119312522039831/d296617dex3ii.htm)] [added: 001-13881).](https://www.sec.gov/Archives/edgar/data/1048286/000119312523203849/d467663dex31.htm)] | | |

| 10.1 | | | | | | U.S. $4,500,000 Sixth Amended and Restated Credit Agreement dated as of December 14, 2022 with Bank of America, N.A. as administrative agent and certain banks. | | | | | | [Exhibit No. 10 to our Form 8-K [removed: filed](https://www.sec.gov/Archives/edgar/data/1048286/000119312522306017/d398413dex10.htm) [December](https://www.sec.gov/Archives/edgar/data/1048286/000119312522306017/d398413dex10.htm) [1](https://www.sec.gov/Archives/edgar/data/1048286/000119312522306017/d398413dex10.htm)[5](https://www.sec.gov/Archives/edgar/data/1048286/000119312522306017/d398413dex10.htm)[, 20](https://www.sec.gov/Archives/edgar/data/1048286/000119312522306017/d398413dex10.htm)[22](https://www.sec.gov/Archives/edgar/data/1048286/000119312522306017/d398413dex10.htm) [(File] [added: filed December 1](https://www.sec.gov/Archives/edgar/data/1048286/000119312522306017/d398413dex10.htm)[5](https://www.sec.gov/Archives/edgar/data/1048286/000119312522306017/d398413dex10.htm)[, 2022 (File] No. 001-13881).](https://www.sec.gov/Archives/edgar/data/1048286/000119312522306017/d398413dex10.htm) | | |

| 10.2.6 | | | | | | Amendment to License, Services, and Development Agreement for Marriott Projects, dated May 19, 2022, among the Company, Marriott Worldwide Corporation, Marriott Vacations Worldwide Corporation, Starwood Hotels & Resorts Worldwide, LLC, Vistana Signature Experiences, Inc. and ILG, LLC. | | | | | | [Exhibit No. 10.1 to our Form 10-Q [removed: filed](https://www.sec.gov/Archives/edgar/data/1048286/000162828022020126/mar-q22022xexhx101.htm) [August 2,](https://www.sec.gov/Archives/edgar/data/1048286/000162828022020126/mar-q22022xexhx101.htm) [2022] [added: filed August 2, 2022] (File No. 001-13881).](https://www.sec.gov/Archives/edgar/data/1048286/000162828022020126/mar-q22022xexhx101.htm) | | |

| 10.4.1 | | | | | | Marriott Bonvoy Affiliation Agreement entered into on November 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](https://www.sec.gov/Archives/edgar/data/1048286/000162828022002666/mar-q42021xexx1041.htm) [No.](https://www.sec.gov/Archives/edgar/data/1048286/000162828022002666/mar-q42021xexx1041.htm) [10.4.1] [added: [Exhibit No. 10.4.1] to our Form 10-K filed February 15, 2022 (File No. 001-13881).](https://www.sec.gov/Archives/edgar/data/1048286/000162828022002666/mar-q42021xexx1041.htm) | | |

| [removed: *10.6.1] [added: *10.9.1] | | | | | | Marriott International, Inc. Stock and Cash Incentive Plan, as amended through February 13, 2014. | | | | | | [Exhibit A to our Definitive Proxy Statement filed April 4, 2014 (File No. 001-13881).](http://www.sec.gov/Archives/edgar/data/1048286/000119312514131393/d655548ddef14a.htm) | | |

| [removed: *10.6.2] [added: *10.9.2] | | | | | | Amendment dated August 7, 2014 to the Marriott International, Inc. Stock and Cash Incentive Plan. | | | | | | [Exhibit No. 10 to our Form 10-Q filed October 29, 2014 (File No. 001-13881).](http://www.sec.gov/Archives/edgar/data/1048286/000144530514004562/mar-q32014xexx10.htm) | | |

| [removed: *10.6.3] [added: *10.9.3] | | | | | | Amendment dated September 23, 2016 to the Marriott International, Inc. Stock and Cash Incentive Plan. | | | | | | [removed: [Exhibit](http://www.sec.gov/Archives/edgar/data/1048286/000162828018001756/mar-q42017xexx1082.htm) [No.](http://www.sec.gov/Archives/edgar/data/1048286/000162828018001756/mar-q42017xexx1082.htm) [10.8.2] [added: [Exhibit No. 10.8.2] to our Form 10-K filed February 15, 2018 (File No. 001-13881).](http://www.sec.gov/Archives/edgar/data/1048286/000162828018001756/mar-q42017xexx1082.htm) | | |

| [removed: *10.6.4] [added: *10.9.4] | | | | | | Amendment dated November 10, 2016 to the Marriott International, Inc. Stock and Cash Incentive Plan. | | | | | | [Exhibit No. 10.22 to our Form 10-K filed February 15, 2018 (File No. 001-13881).](http://www.sec.gov/Archives/edgar/data/1048286/000162828018001756/mar-q42017xexx1022.htm) | | |

| [removed: *10.6.5] [added: *10.9.5] | | | | | | Amendment dated May 5, 2017 to the Marriott International, Inc. Stock and Cash Incentive Plan. | | | | | | [removed: [Exhibit](http://www.sec.gov/Archives/edgar/data/1048286/000162828018001756/mar-q42017xexx1083.htm) [No.](http://www.sec.gov/Archives/edgar/data/1048286/000162828018001756/mar-q42017xexx1083.htm) [10.8.3] [added: [Exhibit No. 10.8.3] to our Form 10-K filed February 15, 2018 (File No. 001-13881).](http://www.sec.gov/Archives/edgar/data/1048286/000162828018001756/mar-q42017xexx1083.htm) | | |

| [removed: *10.6.6] [added: *10.9.6] | | | | | | Amendment dated February 15, 2019 to the Marriott International, Inc. Stock and Cash Incentive Plan. | | | | | | [removed: [Exhibit](http://www.sec.gov/Archives/edgar/data/1048286/000162828019002337/mar-q42018xexx1075.htm) [No.](http://www.sec.gov/Archives/edgar/data/1048286/000162828019002337/mar-q42018xexx1075.htm) [10.7.5] [added: [Exhibit No. 10.7.5] to our Form 10-K filed March 1, 2019 (File No. 001-13881).](http://www.sec.gov/Archives/edgar/data/1048286/000162828019002337/mar-q42018xexx1075.htm) | | |

| [removed: *10.6.7] [added: *10.9.7] | | | | | | Amendment dated May 10, 2019 to the Marriott International, Inc. Stock and Cash Incentive Plan. | | | | | | [removed: [Exhibit](http://www.sec.gov/Archives/edgar/data/1048286/000162828019010070/mar-q22019xexx101.htm) [No.](http://www.sec.gov/Archives/edgar/data/1048286/000162828019010070/mar-q22019xexx101.htm) [10.1] [added: [Exhibit No. 10.1] to our Form 10-Q filed August 6, 2019 (File No. 001-13881).](http://www.sec.gov/Archives/edgar/data/1048286/000162828019010070/mar-q22019xexx101.htm) | | |

| [removed: *10.6.8] [added: *10.9.8] | | | | | | Amendment dated May 8, 2020 to the Marriott International, Inc. Stock and Cash Incentive Plan. | | | | | | [removed: [Exhibit](https://www.sec.gov/Archives/edgar/data/1048286/000162828020012272/mar-q22020xexx101amend.htm) [No.](https://www.sec.gov/Archives/edgar/data/1048286/000162828020012272/mar-q22020xexx101amend.htm) [10.1] [added: [Exhibit No. 10.1] to our Form 10-Q filed August 10, 2020 (File No. 001-13881).](https://www.sec.gov/Archives/edgar/data/1048286/000162828020012272/mar-q22020xexx101amend.htm) | | |

| [removed: *10.7.1] [added: *10.15.1] | | | | | | Marriott International, Inc. Executive Deferred Compensation Plan, amended and restated as of February 11, 2022. | | | | | | [removed: [Exhibit](https://www.sec.gov/Archives/edgar/data/1048286/000162828022002666/mar-q42021xexx1061.htm) [No.](https://www.sec.gov/Archives/edgar/data/1048286/000162828022002666/mar-q42021xexx1061.htm) [10.6.1] [added: [Exhibit No. 10.6.1] to our Form 10-K filed February 15, 2022 (File No. 001-13881).](https://www.sec.gov/Archives/edgar/data/1048286/000162828022002666/mar-q42021xexx1061.htm) | | |

| [removed: *10.7.2] [added: *10.15.2] | | | | | | First Amendment to the Marriott International, Inc. Executive Deferred Compensation Plan, effective as of October 31, 2022. | | | | | | [removed: *[Filed with this report.](https://www.sec.gov/Archives/edgar/data/1048286/000162828023003485/mar-q42022xexx1072.htm)*] [added: [Exhibit No. 10.7.2 to our Form 10-K filed February 14, 2023 (File No. 001-13881).](https://www.sec.gov/Archives/edgar/data/1048286/000162828023003485/mar-q42022xexx1072.htm)] | | |

| [removed: *10.8.1] [added: *10.10.1] | | | | | | Form of MI Shares Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (March 2019). | | | | | | [removed: [Exhibit](https://www.sec.gov/Archives/edgar/data/1048286/000162828019006493/mar-q12019xexx101.htm) [No.](https://www.sec.gov/Archives/edgar/data/1048286/000162828019006493/mar-q12019xexx101.htm) [10.1] [added: [Exhibit No. 10.1] to our Form 10-Q filed May 10, 2019 (File No. 001-13881).](https://www.sec.gov/Archives/edgar/data/1048286/000162828019006493/mar-q12019xexx101.htm) | | |

| [removed: *10.8.2] [added: *10.10.2] | | | | | | Form of Retention Executive Restricted Stock Unit Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (March 2019). | | | | | | [removed: [Exhibit](http://www.sec.gov/Archives/edgar/data/1048286/000162828019006493/mar-q12019xexx102.htm) [No.](http://www.sec.gov/Archives/edgar/data/1048286/000162828019006493/mar-q12019xexx102.htm) [10.2] [added: [Exhibit No. 10.2] to our Form 10-Q filed May 10, 2019 (File No. 001-13881).](http://www.sec.gov/Archives/edgar/data/1048286/000162828019006493/mar-q12019xexx102.htm) | | |

| [removed: *10.8.3] [added: *10.10.3] | | | | | | Form of Executive Restricted Stock Unit/MI Shares Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (February 2021). | | | | | | [removed: [Exhibit](https://www.sec.gov/Archives/edgar/data/1048286/000162828021009633/mar-q1x2021xexx104.htm) [No.](https://www.sec.gov/Archives/edgar/data/1048286/000162828021009633/mar-q1x2021xexx104.htm) [10.4] [added: [Exhibit No. 10.4] to our Form 10-Q filed May 10, 2021 (File No. 001-13881).](https://www.sec.gov/Archives/edgar/data/1048286/000162828021009633/mar-q1x2021xexx104.htm) | | |

| [removed: *10.8.4] [added: *10.12.1] | | | | | | Form of Non-Employee Director Deferred Fee Award Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan. | | | | | | [Exhibit No. 10.2 to our Form 10-Q filed August 2, 2022 (File No. 001-13881).](https://www.sec.gov/Archives/edgar/data/1048286/000162828022020126/mar-q22022xexhx102.htm) | | |

| [removed: *10.8.5] [added: *10.12.2] | | | | | | Form of Non-Employee Director Deferred Share Award Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan. | | | | | | [Exhibit No. 10.3 to our Form 10-Q filed August 2, 2022 (File No. 001-13881).](https://www.sec.gov/Archives/edgar/data/1048286/000162828022020126/mar-q22022xexhx103.htm) | | |

| [removed: *10.9.1] [added: *10.11.1] | | | | | | Form of Stock Appreciation Rights Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (pre-February 2018). | | | | | | [removed: [Exhibit](http://www.sec.gov/Archives/edgar/data/1048286/000162828018001756/mar-q42017xexx1012.htm) [No.](http://www.sec.gov/Archives/edgar/data/1048286/000162828018001756/mar-q42017xexx1012.htm) [10.12] [added: [Exhibit No. 10.12] to our Form 10-K filed February 15, 2018 (File No. 001-13881).](http://www.sec.gov/Archives/edgar/data/1048286/000162828018001756/mar-q42017xexx1012.htm) | | |

| [removed: *10.9.2] [added: *10.11.2] | | | | | | Form of Stock Appreciation Rights Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (February 2018). | | | | | | [removed: [Exhibit](http://www.sec.gov/Archives/edgar/data/1048286/000162828018006463/mar-q12018xexx107.htm) [No.](http://www.sec.gov/Archives/edgar/data/1048286/000162828018006463/mar-q12018xexx107.htm) [10.7] [added: [Exhibit No. 10.7] to our Form 10-Q filed May 10, 2018 (File No. 001-13881).](http://www.sec.gov/Archives/edgar/data/1048286/000162828018006463/mar-q12018xexx107.htm) | | |

| [removed: *10.9.3] [added: *10.11.3] | | | | | | Form of Stock Appreciation Rights Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (March 2019). | | | | | | [removed: [Exhibit](http://www.sec.gov/Archives/edgar/data/1048286/000162828019006493/mar-q12019xexx103.htm) [No.](http://www.sec.gov/Archives/edgar/data/1048286/000162828019006493/mar-q12019xexx103.htm) [10.3] [added: [Exhibit No. 10.3] to our Form 10-Q filed May 10, 2019 (File No. 001-13881).](http://www.sec.gov/Archives/edgar/data/1048286/000162828019006493/mar-q12019xexx103.htm) | | |

| [removed: *10.9.4] [added: *10.11.4] | | | | | | Form of Stock Appreciation Rights Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (February 2021). | | | | | | [removed: [Exhibit](https://www.sec.gov/Archives/edgar/data/1048286/000162828021009633/mar-q12021xexx105.htm) [No.](https://www.sec.gov/Archives/edgar/data/1048286/000162828021009633/mar-q12021xexx105.htm) [10.5] [added: [Exhibit No. 10.5] to our Form 10-Q filed May 10, 2021 (File No. 001-13881).](https://www.sec.gov/Archives/edgar/data/1048286/000162828021009633/mar-q12021xexx105.htm) | | |

| [removed: *10.9.5] [added: *10.13.1] | | | | | | Form of Non-Employee Director Stock Appreciation Right Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (Pre-May 2022). | | | | | | [Exhibit No. 10.12.2 to our Form 10-K filed February 15, 2018 (File No. 001-13881).](http://www.sec.gov/Archives/edgar/data/1048286/000162828018001756/mar-q42017xexx10122.htm) | | |

| [removed: *10.9.6] [added: *10.13.2] | | | | | | Form of Non-Employee Director Stock Appreciation Right Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (May 2022). | | | | | | [Exhibit No. 10.4 to our Form 10-Q filed August 2, 2022 (File No. 001-13881).](https://www.sec.gov/Archives/edgar/data/1048286/000162828022020126/mar-q22022xexhx104.htm) | | |

| [removed: *10.10.1] [added: *10.14.1] | | | | | | Form of Performance Share Unit Award Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (March 2019). | | | | | | [removed: [Exhibit](http://www.sec.gov/Archives/edgar/data/1048286/000162828019006493/mar-q12019xexx104.htm) [No.](http://www.sec.gov/Archives/edgar/data/1048286/000162828019006493/mar-q12019xexx104.htm) [10.4] [added: [Exhibit No. 10.4] to our Form 10-Q filed May 10, 2019 (File No. 001-13881).](http://www.sec.gov/Archives/edgar/data/1048286/000162828019006493/mar-q12019xexx104.htm) | | |

| [removed: *10.10.2] [added: *10.14.2] | | | | | | Form of Performance Share Unit Award Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (February 2021). | | | | | | [removed: [Exhibit](https://www.sec.gov/Archives/edgar/data/1048286/000162828021009633/mar-q12021xexx106.htm) [No.](https://www.sec.gov/Archives/edgar/data/1048286/000162828021009633/mar-q12021xexx106.htm) [10.6] [added: [Exhibit No. 10.6] to our Form 10-Q filed May 10, 2021 (File No. 001-13881)](https://www.sec.gov/Archives/edgar/data/1048286/000162828021009633/mar-q12021xexx106.htm). | | |

| [removed: *10.11.1] [added: *10.16.1] | | | | | | Starwood 2013 Long-Term Incentive Compensation Plan. | | | | | | [removed: [Exhibit](http://www.sec.gov/Archives/edgar/data/316206/000119312513276781/d560702dex44.htm) [No.](http://www.sec.gov/Archives/edgar/data/316206/000119312513276781/d560702dex44.htm) [4.4] [added: [Exhibit No. 4.4] to Starwood’s Form S-8 filed June 28, 2013 (File No. 333-189674).](http://www.sec.gov/Archives/edgar/data/316206/000119312513276781/d560702dex44.htm) | | |

| [removed: *10.11.2] [added: *10.16.4] | | | | | | Amendment dated May 5, 2017 to the Starwood 2013 Long-Term Incentive Compensation Plan. | | | | | | [removed: [Exhibit](http://www.sec.gov/Archives/edgar/data/1048286/000162828018001756/mar-q42017xexx10191.htm) [No.](http://www.sec.gov/Archives/edgar/data/1048286/000162828018001756/mar-q42017xexx10191.htm) [10.19.1] [added: [Exhibit No. 10.19.1] to our Form 10-K filed February 15, 2018 (File No. 001-13881).](http://www.sec.gov/Archives/edgar/data/1048286/000162828018001756/mar-q42017xexx10191.htm) | | |

| [removed: *10.12] [added: *10.16.2] | | | | | | Amendment dated June 29, 2016 to the Starwood 2013 Long-Term Incentive Compensation Plan. | | | | | | [removed: [Exhibit](http://www.sec.gov/Archives/edgar/data/1048286/000162828018001756/mar-q42017xexx1020.htm) [No.](http://www.sec.gov/Archives/edgar/data/1048286/000162828018001756/mar-q42017xexx1020.htm) [10.20] [added: [Exhibit No. 10.20] to our Form 10-K filed February 15, 2018 (File No. 001-13881).](http://www.sec.gov/Archives/edgar/data/1048286/000162828018001756/mar-q42017xexx1020.htm) | | |

| [removed: *10.13] [added: *10.16.3] | | | | | | Amendment dated September 23, 2016 to the Starwood 2013 Long-Term Incentive Compensation Plan. | | | | | | [removed: [Exhibit](http://www.sec.gov/Archives/edgar/data/1048286/000162828018001756/mar-q42017xexx1021.htm) [No.](http://www.sec.gov/Archives/edgar/data/1048286/000162828018001756/mar-q42017xexx1021.htm) [10.21] [added: [Exhibit No. 10.21] to our Form 10-K filed February 15, 2018 (File No. 001-13881).](http://www.sec.gov/Archives/edgar/data/1048286/000162828018001756/mar-q42017xexx1021.htm) | | |

| [removed: *10.14] [added: *10.17] | | | | | | [added: Amended and Restated] Aircraft Time Sharing Agreement, effective as of [removed: May 3, 2022,] [added: September 14, 2023,] between Marriott International Administrative Services, Inc. and Anthony Capuano. | | | | | | [Exhibit No. [removed: 10.2 to] [added: 10.](https://www.sec.gov/Archives/edgar/data/1048286/000162828023036256/mar-q32023xexx102.htm)[2](https://www.sec.gov/Archives/edgar/data/1048286/000162828023036256/mar-q32023xexx102.htm) [to] our Form 10-Q filed [removed: May 4, 2022] [added: November 2, 2023] (File No. [removed: 001-13881).](https://www.sec.gov/Archives/edgar/data/1048286/000162828022012175/mar-q12022xexx102.htm)] [added: 001-13881).](https://www.sec.gov/Archives/edgar/data/1048286/000162828023036256/mar-q32023xexx102.htm)] | | |

| [removed: 10.15] [added: 10.18] | | | | | | [added: Second] Amended and Restated Aircraft Time Sharing Agreement, effective as of [removed: May 3, 2022,] [added: September 14, 2023,] between Marriott International Administrative Services, Inc. and J. Willard Marriott, Jr. | | | | | | [Exhibit No. [removed: 10.3] [added: 10.1] to our Form 10-Q filed [removed: May 4, 2022] [added: November 2, 2023] (File No. [removed: 001-13881).](https://www.sec.gov/Archives/edgar/data/1048286/000162828022012175/mar-q12022xexx103.htm)] [added: 001-13881).](https://www.sec.gov/Archives/edgar/data/1048286/000162828023036256/mar-q32023xexx101.htm)] | | |