Marriott International (MAR) 10-K risk factor changes: FY2024 vs FY2023

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 [removed: booking] channels, consumer-facing technology platforms and services, our co-branded credit cards, and other offerings.

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

- reducing revenues at [removed: our managed and franchised hotels, owned and leased hotels, and properties] [added: hotels] in [removed: which we have an investment, potentially] [added: our system,] impacting [removed: their] [added: our fees and the] ability [added: of hotels] to meet expenses, including payment of amounts owed to us;

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

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

Premature termination of our [removed: management or franchise] agreements [added: with hotel owners] could hurt our financial performance.

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

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

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

Disagreements with [added: hotel] owners [removed: of hotels that we manage or franchise] [added: and other counterparties] may result in arbitration or litigation or delay implementation of product or service initiatives.

Consistent with our focus on [removed: management and] [added: management,] franchising, [added: and licensing,] we own very few of our lodging properties.

The nature of our [added: rights and] responsibilities under our [removed: management] agreements [removed: to manage each] [added: with] hotel [removed: and enforce the standards required for our brands under both management] [added: owners] and [removed: franchise agreements] [added: other counterparties] may be subject to interpretation.

This has from time to time given rise to disagreements with [removed: hotel owners and franchisees,] [added: such parties,] and may give rise to such disagreements in the future, including over [removed: the need for or payment for] new product, service, or systems [removed: initiatives,] [added: initiatives and their associated costs,] the timing and amount of capital investments, and reimbursement for operating costs, system costs, or other amounts.

We have seen, and may in the future see, an increase in such disagreements [removed: with hotel owners and franchisees] during periods when hotel returns are weaker.

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

An increase in the use of [removed: third-party] Internet [removed: services] [added: travel intermediaries] to book [removed: online] hotel reservations could adversely impact our business.

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

[removed: These intermediaries initially focused] [added: In addition to their focus] on leisure travel, [removed: but now] [added: these intermediaries] also provide offerings for corporate travel and group meetings.

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

Our business and profitability could be harmed to the extent that [removed: online intermediaries succeed in significantly shifting loyalties] [added: guest booking preference shifts] from our [removed: lodging brands] [added: direct digital channels] to [removed: their] [added: Internet] travel [removed: services,] [added: intermediaries,] diverting bookings away from our direct [removed: online channels, or through their fees,] [added: digital channels and] increasing the overall cost of [removed: Internet] bookings for [added: hotels in] our [removed: hotels.][added: system.]

At the same time, if we are not able to negotiate new agreements on satisfactory terms when our existing contracts with intermediaries (which generally have two- to [removed: three- year] [added: three-year] terms) come up for renewal, our business and prospects could be negatively impacted in a number of ways, including by reducing bookings or making our brands less attractive to hotel owners.

Our growth strategy depends upon attracting [removed: third-party] [added: hotel] owners [removed: and franchisees] to our platform, and future arrangements with these third parties may be less favorable to us, depending on the terms offered by our competitors.

Adding properties to our system entails entering into and maintaining various arrangements with [removed: property] [added: hotel] owners.

Our ability to attract and retain [added: hotel] owners and [removed: franchisees and] the terms of our [removed: management and franchise] agreements [added: with hotel owners] are influenced by the needs and preferences of [added: hotel] owners and [removed: franchisees and] the offerings otherwise available to [added: hotel] owners [removed: and franchisees] in the market, among other things.

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

The compliance programs, internal controls, and policies we maintain and enforce [removed: may] need to be updated regularly to keep pace with changing laws, [removed: regulations] [added: regulations,] and government [removed: policies and] [added: policies,] may not [added: cover all applicable risk areas, and, as we have seen in the past, may not] prevent [added: us,] our associates, [removed: contractors,] [added: service providers,] or agents from materially violating applicable laws, regulations, and government policies.

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

Even though we enter into foreign exchange hedging arrangements for some of the currencies in which we do business, exchange rate fluctuations [removed: could] [added: will] result in [removed: significant] foreign currency gains and losses and [added: could materially] affect our results.

Our hedging arrangements may also create their own costs and risks, [added: including] in the form of [removed: transaction costs,] [added: cash flow impacts,] credit requirements, and counterparty risk.

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

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

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, adverse reaction from [removed: owners and franchisees,] [added: hotel owners, service providers,] or [added: other third parties, or] associate retention and recruiting difficulties.

Actions by our [removed: franchisees and licensees] [added: hotel owners] or others could adversely affect our image and reputation.

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

Collective bargaining activity and strikes could materially disrupt [removed: our] [added: hotel] operations, increase [removed: 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, [removed: then] [added: then, as we have seen in] the [added: past, the] properties we operate could experience labor disruptions such as strikes, lockouts, boycotts, and public [removed: demonstrations that cause a significant impact.][added: demonstrations.]

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

Labor disputes and disruptions sometimes result in adverse publicity or regulatory investigations and adversely affect operations and revenues at [removed: affected] [added: impacted] hotels.

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

In addition, labor regulation and the negotiation of new or existing collective bargaining agreements [removed: could] [added: could, as we have seen in the past,] lead to higher wage and benefit costs, changes in work rules that raise operating expenses and legal costs, and [removed: could impose] limitations on our ability or the ability of our [removed: third-party property] [added: hotel] owners to take cost saving measures during economic downturns.

Our hotel brands and other lodging offerings generally compete with regional, national, and international chains that operate lodging properties or franchise their brands, lodging properties that are not affiliated with a chain, and online platforms that allow travelers to book short-term rentals of homes and apartments.

- reducing revenues we receive from other programs and offerings;

negotiated contractual termination rights.

Internet search engines may also divert business away from our channels to intermediaries.

Third-party claims that we infringe the intellectual property rights of others or our failure to defend our own intellectual property rights could materially adversely affect our business. Third parties sometimes make claims against us for infringing their intellectual property rights (including as a result of the actions of our hotel owners, service providers, and other parties with whom we do business).

We have been and are currently party to a number of such claims and may be subject to additional claims in the future.

Such claims have in the past, and could in the future:

- be expensive and time consuming to defend;

- require or result in significant monetary payments to claimants;

- require or result in the limitation or cessation of our use of the intellectual property at issue;

- force us to redesign or rebrand our products or services; or

- result in other adverse effects on our business or reputation.

We may also be required to indemnify hotel owners, service providers, and other parties with whom we do business for losses they incur as a result of any infringement claims against them related to our intellectual property or as a result of our use of the intellectual property of third parties.

In addition, if third parties copy or use our intellectual property without authorization, the value of our brands, our competitive advantages, or our goodwill could be harmed.

The steps we take to secure, protect, and defend our intellectual property rights may not succeed or be adequate to prevent others from infringing, copying, or using our intellectual property without proper authorization.

Such steps, including enforcing our intellectual property rights, are costly and could force us to divert our resources, lead to counterclaims or other claims against us, or otherwise result in harm to our business.

For many of the hotels in our system, including our franchised and licensed properties, we do not have the ability to control the negotiations of collective bargaining agreements, and collective bargaining activity and labor disruptions at these properties could adversely impact our business.

Certain types of losses, generally of a catastrophic nature, such as earthquakes, fires, hurricanes

interest rate levels, and the availability of financing.

We license many of our brands for use in connection with the development and sale of residential properties.

From time to time, we make loans to hotel owners as described in Note 12 and provide guarantees to hotel owners or lenders as described in Note 7.

We are incorporating artificial intelligence (“AI”) technologies into certain of our processes, offerings, and services, and these technologies may become increasingly important in our operations over time.

The introduction of these technologies, particularly generative AI, into our processes, offerings, and services may also result in new or expanded risks and liabilities, including due to increased governmental or regulatory scrutiny, legal claims and assertions, compliance and ethical considerations, data security and privacy risks, and other factors that could adversely affect our business, reputation, financial condition, or results of operations.

In addition, it is possible that AI could be improperly utilized by associates while carrying out their responsibilities or lead to unintended consequences, including generating content that is factually inaccurate, misleading or otherwise flawed, or biased, or that results in other unintended harmful impacts, which could harm our reputation and business and expose us to risks related to inaccuracies or errors in the output of such technologies.

We are undertaking a multi-year transformation of our reservations, property management, and loyalty systems.

The development and deployment of our new systems could involve delays, system interruptions, compromises of data security, or other operational impacts, including impacts on our internal control environment.

In the 2024 fourth quarter, we reached final resolutions with the U.S. Federal Trade Commission (“FTC”) and the Attorney General offices from 49 U.S. states and the District of Columbia (the “AG Offices”) in relation to the Data Security Incident.

Among other terms, the resolution with the AG Offices included a $52 million monetary payment.

The resolutions with the FTC and the AG Offices include various ongoing requirements relating to our data privacy and information security programs.

In the event of alleged or actual noncompliance with the resolutions with the FTC and AG Offices, we could face enforcement actions or contempt proceedings that could potentially result in fines, penalties, requirements to make additional changes to our data privacy and information security programs or business practices, or other adverse outcomes, which could have a material adverse effect on our financial condition and damage our reputation and brand.

We also obtain access to

General Risk Factors

Changes in tax law, interpretations of existing tax law, or agreements or disputes with tax authorities could increase our tax costs. Determination of our worldwide provision for income taxes and other tax liabilities requires estimation and significant judgment, including because of the number of countries and territories in which we provide programs and services and the accounting complexity of certain of those programs and services.

Applicable domestic and foreign tax authorities audit and review our determinations, and an adverse outcome resulting from any such audit or review could have a material negative effect on our operating results, cash flows, and financial condition.

Our tax expenses and liabilities have in the past been and could in the future be affected by changes in tax laws or the interpretation of tax laws in any of the many jurisdictions in which we do business, as well as changes in our business operations.

Our hotel brands and other lodging offerings generally compete with major hotel chains, regional hotel chains, independent hotels, and home sharing and rental services across national and international venues.

Property owners may assert the right to

We do not have the ability to control the negotiations of collective bargaining agreements covering unionized labor employed by the

operators of our franchised properties.

We also require our franchisees to maintain similar levels of insurance.

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.

We participate, through licensing agreements, in the development and sale of residential properties associated with many of our luxury and premium brands.

At times, we make loans for hotel development, acquisition, or renovation expenditures when we enter into or amend management or franchise agreements.

From time to time we also provide third-party lenders with financial guarantees for the timely repayment of all or a portion of debt related to hotels that we manage or franchise, generally subject to an obligation that the owner reimburse us for any fundings.

We have underway a multi-year initiative to upgrade certain of our core technologies and systems, as these and other technologies and systems described in this risk factor must be refined, updated, and/or replaced with more advanced systems on a regular basis.

We may be named as a party in additional lawsuits and other claims may be asserted by or on behalf of guests, customers, hotel owners, stockholders, or others seeking monetary damages or other relief related to the Data Security Incident.

Future publicity or developments related to the Data Security Incident, including as a result of subsequent reports or regulatory actions or developments, could have a range of other adverse effects on our business or prospects, including causing or contributing to loss of consumer confidence, reduced consumer demand, reduced enrollment and/or participation in our Loyalty Program, and associate retention and recruiting difficulties.

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

Governance Risk

*A discussion regarding our financial condition and results of operations for year-end [removed: 2022] [added: 2023] compared to year-end [removed: 2021] [added: 2022] 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: 2022,] [added: 2023,] as filed with the SEC on February [removed: 14, 2023 (“2022] [added: 13, 2024 (“2023] Form 10-K”).*

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

Under our asset-light business model, we typically manage or franchise [removed: hotels,] [added: hotels and other lodging offerings,] rather than own them.

We discuss our operations in the following reportable business segments: (1) U.S. & [removed: Canada and] [added: Canada,] (2) [removed: International.][added: Europe, Middle East & Africa (“EMEA”), (3) Greater China, and (4) Asia Pacific excluding China (“APEC”).]

Our Caribbean [removed: and] [added: &] Latin America [added: (“CALA”)] operating segment [removed: will] [added: does] not meet the applicable [added: accounting] criteria for separate disclosure as a reportable business segment, and as such, we [removed: will] include its results in “Unallocated corporate and other.”

[removed: Incentive management fees are typically calculated as a percentage of a hotel profitability measure, and, in] [added: In] many cases (particularly in our U.S. & Canada, Europe, and [removed: Caribbean & Latin America] [added: CALA] regions), [added: incentive management fees] are subject to a specified owner return.

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

We believe Revenue per Available Room (“RevPAR”), which we calculate by dividing [added: property level] room [removed: sales for comparable properties] [added: revenue] by [removed: room nights] [added: total rooms] available for the period, is a meaningful indicator of our performance because it measures the period-over-period change in room [removed: revenues for comparable properties.][added: revenues.]

Occupancy, which we calculate by dividing [removed: occupied] [added: total] rooms [added: sold] by total rooms [removed: available,] [added: available for the period,] measures the utilization of a property’s available capacity.

ADR, which we calculate by dividing property [added: level] room revenue by total rooms sold, measures average room price and is useful in assessing pricing levels.

[removed: We calculate] [added: Comparisons to prior periods are on a] constant [added: U.S.] dollar [removed: statistics] [added: basis, which we calculate] by applying exchange rates for the current period to the prior comparable period.

We define our comparable properties as [added: hotels in] our [removed: properties] [added: system] that were open and operating under one of our brands since the beginning of the last full calendar year (since January 1, [removed: 2022] [added: 2023] for the current period) and have not, in either the current or previous year: (1) undergone significant room or public space renovations or expansions, (2) been converted between company-operated and franchised, or (3) sustained substantial property damage or business interruption.

For [removed: 2023 compared to 2022,] [added: 2024,] we had [removed: 5,375] [added: 5,439] comparable U.S. & Canada properties and [removed: 1,704] [added: 1,741] comparable International properties.

In [removed: 2023,] [added: 2024,] worldwide RevPAR increased [removed: 14.9] [added: 4.3] percent compared to [removed: 2022,] [added: 2023,] reflecting ADR growth of [removed: 5.8] [added: 2.8] percent and occupancy improvement of [removed: 5.5] [added: 1.0] percentage [removed: points.][added: point.]

We are currently unable to reasonably estimate the range of total possible financial impact to the Company from the Data Security Incident in excess of the expenses already [removed: recorded.][added: recorded; however, we do not believe this incident will impact our long-term financial health.]

Our system grew from [removed: 8,288] [added: 8,785] properties [removed: (1,525,407] [added: (1,597,380] rooms) at year-end [removed: 2022] [added: 2023] to [removed: 8,785] [added: 9,361] properties [removed: (1,597,380] [added: (1,706,331] rooms) at year-end [removed: 2023.][added: 2024.]

Our [removed: 2023] [added: 2024] gross room additions included approximately [removed: 60,500] [added: 52,300] rooms located outside U.S. & Canada and roughly [removed: 16,300] [added: 75,300] rooms converted from competitor brands.

At year-end [removed: 2023,] [added: 2024,] we had nearly [removed: 3,400 hotels] [added: 3,800 properties] and [removed: roughly 573,000] [added: over 577,000] rooms in our development pipeline, which includes [removed: over 21,000] [added: roughly 29,000] rooms approved for development but not yet under signed contracts.

[removed: Over half] [added: Fifty-five percent] of the rooms in our development pipeline are [added: located] outside U.S. & Canada.

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

The following table presents RevPAR, occupancy, and ADR statistics for comparable properties for [removed: 2023,] [added: 2024,] and [removed: 2023] [added: 2024] compared to [removed: 2022.][added: 2023.]

Systemwide statistics include data from our franchised properties, in addition to our company-operated [removed: properties.]

| | | | [removed: 2023] [added: 2024] | | | | | | vs. [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | | | | | vs. [removed: 2022] [added: 2023] | | | | | | | | | [removed: 2023] [added: 2024] | | | | | | vs. [removed: 2022] [added: 2023] | | |

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

The discussion below presents an analysis of our consolidated results of operations for [removed: 2023] [added: 2024] compared to [removed: 2022.][added: 2023.]

| *($ in millions)* | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | | | | | | | Change [removed: 2023] [added: 2024] vs. [removed: 2022] [added: 2023] | | | | | | | | | | | | | | | | | | | | |

| Base management fees | | | $ | [removed: 1,238] [added: 1,288] | | | | | $ | [removed: 1,044] [added: 1,238] | | | | | | | | | | | $ | [removed: 194] [added: 50] | | | | | [removed: 19] [added: 4] | | % | | | | | | | | | | | | |

| Franchise fees | | | [removed: 2,831] [added: 3,113] | | | | | | [removed: 2,505] [added: 2,831] | | | | | | | | | | | | [removed: 326] [added: 282] | | | | | | [removed: 13] [added: 10] | | % | | | | | | | | | | | | |

| Incentive management fees | | | [removed: 755] [added: 769] | | | | | | [removed: 529] [added: 755] | | | | | | | | | | | | [removed: 226] [added: 14] | | | | | | [removed: 43] [added: 2] | | % | | | | | | | | | | | | |

| Gross fee revenues | | | [removed: 4,824] [added: 5,170] | | | | | | [removed: 4,078] [added: 4,824] | | | | | | | | | | | | [removed: 746] [added: 346] | | | | | | [removed: 18] [added: 7] | | % | | | | | | | | | | | | |

| Contract investment amortization | | | [removed: (88)] [added: (103)] | | | | | | [removed: (89)] [added: (88)] | | | | | | | | | | | | [removed: 1] [added: (15)] | | | | | | [removed: 1] [added: (17)] | | % | | | | | | | | | | | | |

| Net fee revenues | | | $ | [removed: 4,736] [added: 5,067] | | | | | $ | [removed: 3,989] [added: 4,736] | | | | | | | | | | | $ | [removed: 747] [added: 331] | | | | | [removed: 19] [added: 7] | | % | | | | | | | | | | | | |

The increase in base management fees primarily reflected higher RevPAR and unit [removed: growth.][added: growth ($26 million).]

The increase in franchise fees primarily reflected higher RevPAR, unit growth ($99 million), [added: higher co-branded credit card fees ($59 million), higher residential branding fees ($36 million),] and higher [removed: non-RevPAR related franchise] fees [removed: ($50] [added: from properties that converted from managed to franchised ($31] million).

The increase in incentive management fees primarily reflected higher profits at [removed: many] managed hotels.

In [removed: 2023,] [added: 2024,] we earned incentive management fees from [removed: 68] [added: 69] percent of our managed [removed: properties] [added: hotels] worldwide, compared to [removed: 61] [added: 68] percent in [removed: 2022.][added: 2023.]

We earned incentive management fees from 31 percent of our U.S. & Canada managed [removed: properties] [added: hotels] and 85 percent of our International managed [removed: properties in 2023, compared to 29 percent] [added: hotels] in [removed: U.S. & Canada] [added: each of 2024] and [removed: 76 percent in International in 2022.][added: 2023.]

In addition, [removed: 65] [added: 67] percent of our total incentive management fees in [removed: 2023] [added: 2024] came from our International managed [removed: properties] [added: hotels, primarily in EMEA and APEC,] versus [removed: 58] [added: 65] percent in [removed: 2022.][added: 2023.]

| Owned, leased, and other revenue | | | $ | [removed: 1,564] [added: 1,551] | | | | | $ | [removed: 1,367] [added: 1,564] | | | | | | | | | | | $ | [removed: 197] [added: (13)] | | | | | [removed: 14] [added: (1)] | | % | | | | | | | | | | | | |

| Owned, leased, and other - direct expenses | | | [removed: 1,165] [added: 1,200] | | | | | | [removed: 1,074] [added: 1,165] | | | | | | | | | | | | [removed: 91] [added: 35] | | | | | | [removed: 8] [added: 3] | | % | | | | | | | | | | | | |

Terms of our management agreements vary, but we earn a management fee that is typically composed of a base management fee, which is a percentage of the revenues of the hotel, and an incentive management fee, which is based on the profits of the hotel.

Under our hotel franchising arrangements, we generally receive an initial application fee and continuing royalty fees, which are typically based on a percentage of room revenues, plus for certain brands, a percentage

of food and beverage revenues.

We also have license and other agreements with third parties for certain offerings, such as for our timeshare properties, MGM Collection with Marriott Bonvoy, Design Hotels, and The Ritz-Carlton Yacht Collection, under which we receive royalty fees and certain other fees.

Unless otherwise stated, all changes refer to year-over-year changes for the comparable period.

We believe constant dollar analysis provides valuable information regarding the performance of hotels in our system as it removes currency fluctuations from the presentation of such results.

Our comparable properties also exclude MGM Collection with Marriott Bonvoy, Design Hotels, The Ritz-Carlton Yacht Collection, and timeshare properties.

We saw solid global RevPAR growth during 2024 compared to 2023.

The increase in RevPAR was driven by strong year-over-year demand growth in nearly all our regions.

In the U.S. & Canada, where demand has normalized, RevPAR increased 3.0 percent in 2024, led by strong demand from group as well as strong demand from transient customer segments across our brand tiers.

In EMEA, RevPAR growth of 9.1 percent in 2024 was driven by strong demand in most countries across the region, aided by the 2024 Paris Olympics and other special events.

In APEC, RevPAR increased 12.9 percent in 2024, driven by strong demand, including an increase in inbound demand into the region.

In CALA, RevPAR increased 8.8 percent in 2024, driven by strong demand throughout the region.

In Greater China, RevPAR declined 2.3 percent in 2024 due to lower domestic demand as a result of macro-economic conditions and an increase in outbound travel.

In 2024, we launched a comprehensive initiative to enhance our effectiveness and efficiency across the Company.

At this point in the process, we expect this initiative to yield $80 million to $90 million of annual general and administrative cost reductions beginning in 2025.

These efforts are also anticipated to deliver cost savings to our hotel owners.

As part of these efforts, in the second half of 2024, we implemented a voluntary retirement program for certain above-property associates, and some above-property roles in the organization were eliminated or redefined.

We substantially completed this initiative as of year-end 2024.

The increase compared to year-end 2023 reflected gross additions of 666 properties (123,389 rooms), including the addition of 16 properties (approximately 38,000 rooms) from our exclusive, long-term strategic licensing agreement with MGM Resorts International and 163 properties (approximately 9,000 rooms) from our long-term agreement with Sonder Holdings Inc., and deletions of 90 properties (14,572 rooms).

Our development pipeline includes over 229,000 rooms, or 40 percent, that were under construction or in the process of converting to our system at year-end 2024.

In 2024, we signed over 1,200 development deals with hotel owners and other counterparties for nearly 162,000 rooms globally.

Approximately 34 percent of rooms signed were the result of conversion opportunities.

During 2024, we continued to strengthen our luxury portfolio and grow our midscale brands.

In December 2024, we also announced the expansion of our outdoor-focused lodging offerings.

In 2025, we expect net rooms growth of 4 to 5 percent.

The following table shows our properties and rooms by ownership type.

| Managed | | | 1,981 | | | | | | 2,046 | | | | | | (65) | | | | | | (3) | | % | | | | 571,889 | | | | | | 575,963 | | | | | | (4,074) | | | | | | (1) | | % |

| Franchised/Licensed/Other (1) | | | 7,192 | | | | | | 6,563 | | | | | | 629 | | | | | | 10 | | % | | | | 1,104,446 | | | | | | 994,354 | | | | | | 110,092 | | | | | | 11 | | % |

| Owned/Leased | | | 51 | | | | | | 50 | | | | | | 1 | | | | | | 2 | | % | | | | 14,312 | | | | | | 13,115 | | | | | | 1,197 | | | | | | 9 | | % |

| Residential | | | 137 | | | | | | 126 | | | | | | 11 | | | | | | 9 | | % | | | | 15,684 | | | | | | 13,948 | | | | | | 1,736 | | | | | | 12 | | % |

| Total | | | 9,361 | | | | | | 8,785 | | | | | | 576 | | | | | | 7 | | % | | | | 1,706,331 | | | | | | 1,597,380 | | | | | | 108,951 | | | | | | 7 | | % |

(1)In addition to franchised, includes our timeshare properties, MGM Collection with Marriott Bonvoy, Design Hotels, and The Ritz-Carlton Yacht Collection.

properties.

| U.S. & Canada | | | $ | 177.07 | | | | | 3.4 | | % | | | | 69.4 | | % | | | | 0.5 | | % | pts. | | | | | | $ | 255.23 | | | | | 2.6 | | % |

| Europe | | | $ | 215.26 | | | | | 7.0 | | % | | | | 72.1 | | % | | | | 0.7 | | % | pts. | | | | | | $ | 298.73 | | | | | 6.0 | | % |

| Middle East & Africa | | | $ | 132.47 | | | | | 11.2 | | % | | | | 68.6 | | % | | | | 2.9 | | % | pts. | | | | | | $ | 193.15 | | | | | 6.5 | | % |

| Greater China | | | $ | 84.57 | | | | | (2.5) | | % | | | | 68.7 | | % | | | | 1.2 | | % | pts. | | | | | | $ | 123.16 | | | | | (4.2) | | % |

| Asia Pacific excluding China | | | $ | 122.13 | | | | | 12.2 | | % | | | | 72.5 | | % | | | | 3.7 | | % | pts. | | | | | | $ | 168.45 | | | | | 6.5 | | % |

| Caribbean & Latin America | | | $ | 182.62 | | | | | 8.7 | | % | | | | 66.0 | | % | | | | 2.0 | | % | pts. | | | | | | $ | 276.82 | | | | | 5.5 | | % |

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.

Terms of our management agreements vary, but our management fees generally consist of base management fees and incentive management fees.

Base management fees are typically calculated as a percentage of property-level revenue.

Under our franchise agreements, franchise fees are typically calculated as a percentage of property-level revenue or a portion thereof.

Comparisons to prior periods are on a constant U.S. dollar basis.

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

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

In the U.S. & Canada, RevPAR improved 8.9 percent in 2023 compared to 2022, driven by ADR growth of 4.7 percent and occupancy improvement of 2.7 percentage points.

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.

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

We discontinued use of the Starwood reservations database for business operations at the end of 2018.

However, we do not believe this incident will impact our long-term financial health.

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

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

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

We expect to incur ongoing legal and other expenses associated with the Data Security Incident in future periods, and we believe it is reasonably possible that we may incur additional monetary payments to regulators and/or litigants in excess of the amounts already recorded and costs in connection with compliance with any settlements or resolutions of matters.

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.

Contracts signed in 2023 reflected the Company’s strength in the luxury tier, with 58 luxury hotel agreements signed.

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.

At year-end 2023, we operated, franchised, and licensed the following properties and rooms:

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

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

| | | | Managed | | | | | | | | | | | | Franchised/Licensed | | | | | | | | | | | | Owned/Leased | | | | | | | | | | | | Residential | | | | | | | | | | | | Total | | | | | | | | |

| 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 | | |

| Timeshare | | | — | | | | | | — | | | | | | 93 | | | | | | 22,745 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 93 | | | | | | 22,745 | | |

| Yacht | | | — | | | | | | — | | | | | | 1 | | | | | | 149 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1 | | | | | | 149 | | |

| 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 | | % |

The following table sets forth the scheduled maturities and the total fair value as of year-end [removed: 2023] [added: 2024] for our financial instruments that are impacted by interest rate risk:

| [removed: *(in] [added: *($ in] millions)* | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2026] [added: 2027] | | | | | | [removed: 2027] [added: 2028] | | | | | | [removed: 2028] [added: 2029] | | | | | | There- after | | | | | | Total Carrying Amount | | | | | | Total Fair Value | | |

| Fixed-rate notes receivable | | | $ | [removed: 23] [added: 7] | | | | | $ | [removed: 7] [added: 5] | | | | | $ | [removed: 6] [added: 7] | | | | | $ | 4 | | | | | $ | [removed: 2] [added: —] | | | | | $ | 15 | | | | | $ | [removed: 57] [added: 38] | | | | | $ | [removed: 53] [added: 33] | |

| Average interest rate | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 1.09] [added: 0.75] | | % | | | | | | |

| Floating-rate notes receivable | | | $ | [removed: 8] [added: 4] | | | | | $ | [removed: 73] [added: 76] | | | | | $ | [removed: 4] [added: 6] | | | | | $ | [removed: —] [added: 21] | | | | | $ | [removed: 20] [added: —] | | | | | $ | [removed: 7] [added: —] | | | | | $ | [removed: 112] [added: 107] | | | | | $ | 109 | |

| Average interest rate | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 6.60] [added: 6.78] | | % | | | | | | |

| Average interest rate | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 4.20] [added: 4.43] | | % | | | | | | |

| Floating-rate debt | | | $ | [removed: (545)] [added: —] | | | | | $ | — | | | | | $ | [removed: —] [added: (1,582)] | | | | | $ | [removed: (1,421)] [added: —] | | | | | $ | — | | | | | $ | — | | | | | $ | [removed: (1,966)] [added: (1,582)] | | | | | $ | [removed: (1,966)] [added: (1,582)] | |

| Average interest rate | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 6.06] [added: 4.91] | | % | | | | | | |

| Fixed-rate debt | | | $ | (1,300) | | | | | $ | (1,195) | | | | | $ | (990) | | | | | $ | (1,438) | | | | | $ | (1,279) | | | | | $ | (6,539) | | | | | $ | (12,741) | | | | | $ | (12,402) | |

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

We are a worldwide operator, franchisor, and licensor of hotel, residential, timeshare, and other lodging properties under [removed: numerous] [added: more than 30] brand names at different price and service points.

The following table shows [removed: our portfolio] [added: the geographic distribution] of [added: properties operating under the] brands [added: in our portfolio] at year-end [removed: 2023.][added: 2024:]

[removed: ][added: ]

[removed: Beginning with the 2024 first quarter, we will report] [added: We discuss our operations in] the following [removed: four operating] [added: reportable business] segments: (1) U.S. & Canada, (2) Europe, Middle [removed: East, and Africa,] [added: East & Africa (“EMEA”),] (3) [removed: Asia Pacific excluding] [added: Greater] China, and (4) [removed: Greater China.][added: Asia Pacific excluding China (“APEC”).]

Our Caribbean [removed: and] [added: &] Latin America [added: (“CALA”)] operating segment [removed: will] [added: does] not meet the applicable [added: accounting] criteria for separate disclosure as a reportable business segment, and as such, we [removed: will] include its results in “Unallocated corporate and other.” See Note 14 for more information.

At year-end [removed: 2023,] [added: 2024,] we had [removed: 2,096] [added: 2,032] company-operated properties [removed: (589,078] [added: (586,201] rooms), which included properties under long-term management [removed: or lease] agreements with [removed: property] [added: hotel] owners [removed: (management] and [removed: lease agreements together, the “Operating Agreements”) and] properties that we [removed: own.][added: own and lease.]

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

Many of our [removed: Operating Agreements] [added: management agreements] also permit the [added: hotel] owners to terminate the agreement if we do not meet certain performance metrics, financial returns fail to meet defined levels for a period of time, and we have not cured those deficiencies.

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

We provide centralized programs and services, such as our [removed: Marriott Bonvoy loyalty program,] [added: Loyalty Program (as defined below),] reservations, and marketing, as well as various accounting and data processing services, and [added: hotel] owners are required to reimburse us for those costs as well.

[removed: *Franchised] [added: *Franchised, Licensed,] and [removed: Licensed] [added: Other] Properties*

We have [removed: franchising] [added: franchise, license,] and [removed: licensing] [added: other] arrangements that permit [removed: property] [added: hotel] owners and [removed: operators] [added: certain other third parties] to use many of our lodging brand names and systems.

[added: 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 [removed: revenues] [added: revenues, plus] for [removed: all] [added: certain] brands, [removed: plus] up to four percent of food and beverage [removed: revenues] [added: revenues, as well as reimbursement] for [removed: certain full-service brands.][added: centralized programs and services, such as our Loyalty Program, reservations, and marketing.]

[removed: Franchisees contribute to our] [added: Certain licensees are also charged for certain systems and] centralized programs and services, such as our [removed: Marriott Bonvoy loyalty program,] [added: Loyalty Program,] reservations, and marketing.

[removed: We also] [added: For our timeshare properties, we] receive royalty fees under license agreements with Marriott Vacations Worldwide [removed: Corporation, our former timeshare subsidiary that we spun off in 2011,] [added: Corporation] and its affiliates (collectively, [removed: “MVW”),] [added: “MVW”)] for certain brands.

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

At year-end [removed: 2023,] [added: 2024,] we had [removed: 6,563 franchised] [added: 7,192 franchised, licensed,] and [removed: licensed] [added: other] properties [removed: (994,354] [added: (1,104,446] rooms and timeshare units).

We [added: often] also [removed: typically] [added: manage the related homeowners’ association and] receive continuing management fees for [removed: managing the related homeowners’ association.][added: that service.]

At year-end [removed: 2023,] [added: 2024,] we had [removed: 126] [added: 137] branded residential [removed: communities (13,948] [added: properties (15,684] residential units).

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

We believe that our brand portfolio offers the most compelling range of brands and [removed: hotels] [added: lodging offerings] in hospitality.

[removed: Luxury] [added: Luxury] offers bespoke and superb amenities and services.

[removed: Premium] [added: Premium] offers sophisticated and thoughtful amenities and services.

[removed: Midscale] [added: Midscale] offers limited services and essential amenities at a more affordable price point.

| JW Marriott® | | | Properties | | | 35 | | | 8 | | | [removed: 11] [added: 13] | | | [removed: 28] [added: 29] | | | [removed: 23] [added: 24] | | | [removed: 16] [added: 17] | | | [removed: 121] [added: 126] | | |

| The Ritz-Carlton® | | | Properties | | | [removed: 42] [added: 43] | | | [removed: 12] [added: 13] | | | [removed: 15] [added: 16] | | | [removed: 23] [added: 24] | | | 18 | | | 9 | | | [removed: 119] [added: 123] | | |

| The Luxury Collection® | | | Properties | | | [removed: 17] [added: 19] | | | 40 | | | [removed: 13] [added: 15] | | | [removed: 28] [added: 30] | | | 5 | | | [removed: 10] [added: 11] | | | [removed: 113] [added: 120] | | |

| [removed: W® Hotels] [added: W Hotels®] | | | Properties | | | [removed: 25] [added: 26] | | | [removed: 10] [added: 11] | | | [removed: 7] [added: 6] | | | 11 | | | 11 | | | [removed: 7] [added: 8] | | | [removed: 71] [added: 73] | | |

| St. Regis® | | | Properties | | | [removed: 11] [added: 13] | | | [removed: 6] [added: 7] | | | [removed: 13] [added: 14] | | | 10 | | | [removed: 13] [added: 14] | | | 5 | | | [removed: 58] [added: 63] | | |

| EDITION® | | | Properties | | | 5 | | | 5 | | | [removed: 3] [added: 4] | | | 3 | | | 2 | | | 1 | | | [removed: 19] [added: 20] | | |

| Rooms | | | 1,379 | | | 819 | | | [removed: 638] [added: 703] | | | 496 | | | 646 | | | 180 | | | [removed: 4,158] [added: 4,223] | | | | | |

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

| [removed: Marriott® Hotels] [added: Protea Hotels® by Marriott] | | | Properties | | | [removed: 337] [added: —] | | | [removed: 77] [added: —] | | | [removed: 29] [added: 64] | | | [removed: 47] [added: —] | | | [removed: 65] [added: —] | | | [removed: 32] [added: —] | | | [removed: 587] [added: 64] | | |

| Autograph Collection® | | | Properties | | | [removed: 153] [added: 162] | | | [removed: 77] [added: 87] | | | [removed: 15] [added: 17] | | | [removed: 19] [added: 23] | | | [removed: 3] [added: 4] | | | [removed: 37] [added: 39] | | | [removed: 304] [added: 332] | | |

| Renaissance® Hotels | | | Properties | | | [removed: 88] [added: 90] | | | [removed: 28] [added: 25] | | | [removed: 5] [added: 6] | | | 15 | | | [removed: 30] [added: 32] | | | [removed: 9] [added: 10] | | | [removed: 175] [added: 178] | | |

| Le Méridien® | | | Properties | | | [removed: 25] [added: 24] | | | 16 | | | [removed: 23] [added: 20] | | | 33 | | | [removed: 19] [added: 21] | | | 3 | | | [removed: 119] [added: 117] | | |

| Delta Hotels by Marriott® (Delta Hotels®) | | | Properties | | | 92 | | | [removed: 31] [added: 32] | | | [removed: 6] [added: 8] | | | — | | | 4 | | | [removed: 2] [added: 3] | | | [removed: 135] [added: 139] | | |

| Tribute Portfolio® | | | Properties | | | [removed: 66] [added: 88] | | | [removed: 25] [added: 28] | | | [removed: 5] [added: 8] | | | [removed: 11] [added: 13] | | | [removed: 4] [added: 8] | | | [removed: 7] [added: 9] | | | [removed: 118] [added: 154] | | |

| Design Hotels® | | | Properties | | | [removed: 11] [added: 20] | | | [removed: 65] [added: 93] | | | [removed: 8] [added: 9] | | | [removed: 6] [added: 13] | | | 4 | | | [removed: 17] [added: 22] | | | [removed: 111] [added: 161] | | |

| Marriott Executive Apartments® | | | Properties | | | — | | | 3 | | | 13 | | | [removed: 9] [added: 13] | | | 11 | | | 2 | | | [removed: 38] [added: 42] | | |

*Overview*

As of year-end 2024, our system included 9,361 properties (1,706,331 rooms) in 144 countries and territories, and we also had nearly 3,800 hotels (over 577,000 rooms) in our development pipeline.

Select offers smart and easy amenities and services.

Longer stay brands, which are classified under multiple quality tiers, offer amenities that mirror the comforts of home.

The following table shows the portfolio of brands owned, operated, and/or licensed by Marriott for properties open at year-end 2024.

In 2025, we expect properties to open under additional brand offerings, including our StudioResTM brand and our outdoor-focused lodging offerings.

| Rooms | | | 19,269 | | | 2,525 | | | 4,734 | | | 9,399 | | | 9,556 | | | 4,496 | | | 49,979 | | | | | |

| Rooms | | | 13,227 | | | 2,820 | | | 4,049 | | | 4,821 | | | 5,158 | | | 2,007 | | | 32,082 | | | | | |

| Rooms | | | 9,903 | | | 5,801 | | | 2,691 | | | 7,125 | | | 1,488 | | | 1,570 | | | 28,578 | | | | | |

| Rooms | | | 8,417 | | | 2,271 | | | 2,175 | | | 2,754 | | | 3,905 | | | 1,931 | | | 21,453 | | | | | |

| Rooms | | | 2,669 | | | 887 | | | 3,511 | | | 2,066 | | | 3,659 | | | 675 | | | 13,467 | | | | | |

| Rooms | | | 131,983 | | | 21,341 | | | 9,976 | | | 16,512 | | | 24,852 | | | 9,174 | | | 213,838 | | | | | |

| Sheraton® | | | Properties | | | 166 | | | 49 | | | 32 | | | 56 | | | 99 | | | 29 | | | 431 | | |

| Rooms | | | 64,254 | | | 13,469 | | | 9,513 | | | 16,914 | | | 38,399 | | | 8,091 | | | 150,640 | | | | | |

| Westin® | | | Properties | | | 136 | | | 18 | | | 8 | | | 39 | | | 31 | | | 15 | | | 247 | | |

| Rooms | | | 55,323 | | | 6,074 | | | 2,147 | | | 11,026 | | | 10,370 | | | 4,347 | | | 89,287 | | | | | |

| Rooms | | | 37,404 | | | 12,024 | | | 2,753 | | | 4,969 | | | 571 | | | 12,777 | | | 70,498 | | | | | |

| Rooms | | | 28,315 | | | 5,834 | | | 1,728 | | | 3,806 | | | 11,307 | | | 2,959 | | | 53,949 | | | | | |

| Rooms | | | 5,262 | | | 5,164 | | | 6,490 | | | 7,735 | | | 5,862 | | | 562 | | | 31,075 | | | | | |

| Rooms | | | 21,817 | | | 5,586 | | | 1,876 | | | — | | | 1,529 | | | 561 | | | 31,369 | | | | | |

| MGM Collection with Marriott Bonvoy (2) | | | Properties | | | 12 | | | — | | | — | | | — | | | — | | | — | | | 12 | | |

| Rooms | | | 26,210 | | | — | | | — | | | — | | | — | | | — | | | 26,210 | | | | | |

| Rooms | | | 16,578 | | | 3,794 | | | 1,173 | | | 1,444 | | | 1,735 | | | 1,011 | | | 25,735 | | | | | |

| Rooms | | | 2,157 | | | 6,912 | | | 768 | | | 955 | | | 783 | | | 531 | | | 12,106 | | | | | |

| Rooms | | | — | | | — | | | — | | | — | | | — | | | 231 | | | 231 | | | | | |

| Sonder by Marriott Bonvoy | | | Properties | | | 104 | | | 56 | | | 3 | | | — | | | — | | | — | | | 163 | | |

| Rooms | | | 6,501 | | | 1,850 | | | 844 | | | — | | | — | | | — | | | 9,195 | | | | | |

| Rooms | | | 148,671 | | | 14,639 | | | 2,635 | | | 13,184 | | | 14,951 | | | 8,100 | | | 202,180 | | | | | |

| Rooms | | | 111,495 | | | 222 | | | — | | | 9,614 | | | 10,398 | | | 2,521 | | | 134,250 | | | | | |

| Rooms | | | 107,249 | | | 3,446 | | | 1,205 | | | — | | | — | | | 1,328 | | | 113,228 | | | | | |

| Rooms | | | 66,666 | | | — | | | — | | | — | | | — | | | — | | | 66,666 | | | | | |

| Four Points by Sheraton® (Four Points®) | | | Properties | | | 148 | | | 24 | | | 23 | | | 50 | | | 67 | | | 20 | | | 332 | | |

| Rooms | | | 22,028 | | | 4,309 | | | 5,520 | | | 11,501 | | | 17,724 | | | 2,624 | | | 63,706 | | | | | |

| Rooms | | | 53,208 | | | — | | | — | | | — | | | — | | | — | | | 53,208 | | | | | |

| Rooms | | | 24,010 | | | 1,763 | | | 2,743 | | | 4,296 | | | 3,180 | | | 2,769 | | | 38,761 | | | | | |

| Rooms | | | 21,029 | | | 11,909 | | | 286 | | | 1,966 | | | 378 | | | 3,007 | | | 38,575 | | | | | |

| Rooms | | | 7,805 | | | 17,587 | | | — | | | 2,886 | | | 2,052 | | | — | | | 30,330 | | | | | |

| Rooms | | | 12,428 | | | 275 | | | 1,189 | | | 572 | | | 1,647 | | | — | | | 16,111 | | | | | |

| Rooms | | | — | | | — | | | 6,932 | | | — | | | — | | | — | | | 6,932 | | | | | |

| City Express by MarriottSM | | | Properties | | | 1 | | | — | | | — | | | — | | | — | | | 152 | | | 153 | | |

*Corporate Structure and Business*

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

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.

In certain circumstances, some of our management agreements allow owners to convert company-operated properties to franchised properties under our brands.

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

Finally, we receive royalty fees under agreements for The Ritz-Carlton Yacht Collection®.

Our Classic Luxury brands include JW Marriott, The Ritz-Carlton, and St. Regis.

Distinctive Luxury brands in our portfolio include The Luxury Collection, W Hotels, EDITION, and Bvlgari.

Our Classic Premium brands include Marriott Hotels, Sheraton, Delta Hotels by Marriott, Marriott Executive Apartments, and Marriott Vacation Club.

Our Distinctive Premium brands include Westin, Autograph Collection Hotels, Renaissance Hotels, Le Méridien, Tribute Portfolio, Gaylord Hotels, Design Hotels, and Apartments by Marriott Bonvoy.

Select offers smart and easy amenities and services, with our longer stay brands offering amenities that mirror the comforts of home.

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

Our Distinctive Select hotel brands include Aloft Hotels, AC Hotels by Marriott, Moxy Hotels, and Element Hotels.

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.

The following table shows the geographic distribution of our brands at year-end 2023:

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

| 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 | | | 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 | | | | | |

| 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 | | | — | | | — | | | — | | | — | | | — | | | 107 | | | 107 | | | | | |

| 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 | | | | | |

| Rooms | | | 51,063 | | | — | | | — | | | — | | | — | | | — | | | 51,063 | | | | | |

| Rooms | | | 23,457 | | | 1,669 | | | 2,744 | | | 4,301 | | | 3,230 | | | 2,769 | | | 38,170 | | | | | |

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

While management presently

For the Fiscal Year Ended December 31, [removed: 2023][added: 2024]

[removed: ][added: ]

The aggregate market value of shares of common stock held by non-affiliates at June 30, [removed: 2023,] [added: 2024,] was [removed: $45,768,892,728.][added: $56,461,271,207.]

There were [removed: 289,485,338] [added: 275,695,298] shares of Class A Common Stock, par value $0.01 per share, outstanding at [removed: February 6, 2024.][added: January 31, 2025.]

Portions of the Proxy Statement prepared for the [removed: 2024] [added: 2025] Annual Meeting of Stockholders are incorporated by reference into Part III of this report.

FISCAL YEAR ENDED DECEMBER 31, [removed: 2023][added: 2024]

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| [Item [removed: 15.](#i609ab048d9f446a99ac48647c0602e08_244)] [added: 15.](#i4643cdd7a4b94069abd47ec65f55c0f2_253)] | | | [Exhibits and Financial Statement [removed: Schedules](#i609ab048d9f446a99ac48647c0602e08_244)] [added: Schedules](#i4643cdd7a4b94069abd47ec65f55c0f2_253)] | | | [removed: [66](#i609ab048d9f446a99ac48647c0602e08_244)] [added: [68](#i4643cdd7a4b94069abd47ec65f55c0f2_253)] | | |

| [Item [removed: 16.](#i609ab048d9f446a99ac48647c0602e08_247)] [added: 16.](#i4643cdd7a4b94069abd47ec65f55c0f2_256)] | | | [Form 10-K [removed: Summary](#i609ab048d9f446a99ac48647c0602e08_247)] [added: Summary](#i4643cdd7a4b94069abd47ec65f55c0f2_256)] | | | [removed: [70](#i609ab048d9f446a99ac48647c0602e08_247)] [added: [72](#i4643cdd7a4b94069abd47ec65f55c0f2_256)] | | |

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 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 [removed: Caribbean and Latin America,] Europe, Middle East [removed: and] [added: &] Africa, Greater China, [removed: and] Asia Pacific excluding [removed: China] [added: China, and Caribbean & Latin America] regions, as “International.” [removed: In addition, references] [added: References] throughout to numbered “Notes” refer to the Notes to our Financial Statements, unless otherwise stated.

Forward-looking statements include information related to [removed: future demand trends and expectations;] our [added: development pipeline; our] expectations regarding rooms growth; our expectations [added: related to new brands, offerings, and growth opportunities; our expectations] regarding our ability to meet our liquidity requirements; our capital expenditures and other investment spending [added: and reimbursement] expectations; our expectations regarding future dividends and share repurchases; [added: our expectations regarding certain claims, legal proceedings, settlements or resolutions; our comprehensive initiative to enhance our effectiveness] and [added: efficiency across the Company, including related goals, anticipated cost reductions, and] other [added: expected or potential benefits and outcomes; 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.

| [Part I.](#i4643cdd7a4b94069abd47ec65f55c0f2_19) | | | | | | | | |

| [Part III.](#i4643cdd7a4b94069abd47ec65f55c0f2_238) | | | | | | | | |

| [Part IV.](#i4643cdd7a4b94069abd47ec65f55c0f2_250) | | | | | | | | |

| | | | [Signatures](#i4643cdd7a4b94069abd47ec65f55c0f2_259) | | | [73](#i4643cdd7a4b94069abd47ec65f55c0f2_259) | | |

In addition, we use the term “hotel owners” throughout this report to refer, collectively, to owners of hotels and other lodging offerings operating in our system pursuant to management agreements, franchise agreements, license agreements or similar arrangements, and we use the term “hotels in our system” to refer to hotels and other lodging offerings operating in our system pursuant to such arrangements, as well as hotels that we own or lease.

The terms “hotel owners” and “hotels in our system” exclude Homes & Villas by Marriott Bonvoy® (which we also exclude from our property and room count), timeshare, residential, and The Ritz-Carlton Yacht Collection®.

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

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

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

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

We manage risks from cybersecurity [removed: threats] [added: threats, as such term is defined in Item 106(a) of Regulation S-K,] through our overall enterprise risk management process, which is overseen by our Board.

Marriott’s policies, procedures, and processes [added: generally] 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.

We also maintain a risk-based approach for assessing, identifying, and managing risks from cybersecurity threats associated with [removed: third party] [added: key third-party] service providers, [added: hotel] owners, [removed: 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 [removed: globally] to information security incidents involving properties owned, leased, or managed by Marriott, as well as [added: our above-property business locations.]

[removed: Franchisees] [added: For properties that] are [added: not owned, leased, or managed by Marriott, the franchisees, licensees, or other applicable counterparties are generally] responsible for information security at [removed: franchised] [added: such] properties and the systems and business processes related to information security that are under their direction and control.

Franchisees [added: and licensees] are [added: typically] required to comply with [added: Marriott] brand standards relating to information security, which include an obligation to report [added: relevant] information security incidents to us.

See the discussion about the Starwood Data Security Incident under the “Litigation, Claims, and Government Investigations” caption in Note 7 [removed: of] [added: to] 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.”

The TISOC meets at least four times [removed: a] [added: per] year and typically receives [removed: quarterly] reports from our Chief Information Security Officer (“CISO”) and other members of [removed: management.][added: management about these matters.]

The Board’s Audit Committee [removed: 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 [removed: Board and to] [added: Board,] the TISOC, [added: and the Audit Committee, as applicable,] 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 [removed: 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 has more than [removed: 26] [added: 27] years of experience in information technology and/or information security, including more than [removed: 12] [added: 13] years in such positions in the hospitality industry.

In the 2024 fourth quarter, we reached final resolutions with the FTC and the AG Offices in relation to the Data Security Incident.

The resolutions with the FTC and the AG Offices include various ongoing requirements relating to our data privacy and information security programs.

However, there can be no assurance that we, our hotel owners, our third-party service providers, or other companies with whom we do business, will not experience a cybersecurity threat or incident in the future that could materially adversely affect our business strategy, results of operations, or financial condition.

our above-property business locations.

As of December 31, [removed: 2023,] [added: 2024,] we owned or leased [removed: 13] [added: 14] hotels [removed: (4,339] [added: (5,539] rooms) in U.S. & Canada and 37 hotels [removed: (8,776] [added: (8,773] rooms) in International.

At [removed: February 6, 2024, 289,485,338] [added: January 31, 2025, 275,695,298] shares of our Class A Common Stock (our “common stock”) were outstanding and were held by [removed: 30,822] [added: 29,557] stockholders of record.

Fourth Quarter [removed: 2023] [added: 2024] Issuer Purchases of Equity Securities

(1)On November [removed: 10, 2022,] [added: 9, 2023,] we announced that our Board of Directors increased our common stock repurchase authorization by 25 million shares.

At year-end [removed: 2023, 29.1] [added: 2024, 13.7] million shares remained available for repurchase under Board approved authorizations.

| October 1, 2024 - October 31, 2024 | | | | | | 0.8 | | | | | | $ | 259.10 | | | | | 0.8 | | | | | | 14.9 | | |

| November 1, 2024 - November 30, 2024 | | | | | | 0.3 | | | | | | $ | 287.09 | | | | | 0.3 | | | | | | 14.6 | | |

| December 1, 2024 - December 31, 2024 | | | | | | 0.9 | | | | | | $ | 288.31 | | | | | 0.9 | | | | | | 13.7 | | |

| 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 | | |

In addition, on November 9, 2023, we announced that our Board of Directors further increased our common stock repurchase authorization by 25 million shares.

| [Management’s Report on Internal Control Over Financial [removed: Reporting](#i609ab048d9f446a99ac48647c0602e08_136)] [added: Reporting](#i4643cdd7a4b94069abd47ec65f55c0f2_136)] | | | [removed: [31](#i609ab048d9f446a99ac48647c0602e08_136)] [added: [32](#i4643cdd7a4b94069abd47ec65f55c0f2_136)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i609ab048d9f446a99ac48647c0602e08_139)] [added: Firm](#i4643cdd7a4b94069abd47ec65f55c0f2_139)] | | | [removed: [32](#i609ab048d9f446a99ac48647c0602e08_139)] [added: [33](#i4643cdd7a4b94069abd47ec65f55c0f2_139)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i609ab048d9f446a99ac48647c0602e08_145)] [added: Firm](#i4643cdd7a4b94069abd47ec65f55c0f2_145)] | | | [removed: [33](#i609ab048d9f446a99ac48647c0602e08_145)] [added: [34](#i4643cdd7a4b94069abd47ec65f55c0f2_145)] | | |

| [Consolidated Statements of [removed: Income](#i609ab048d9f446a99ac48647c0602e08_148)] [added: Income](#i4643cdd7a4b94069abd47ec65f55c0f2_148)] | | | [removed: [36](#i609ab048d9f446a99ac48647c0602e08_148)] [added: [37](#i4643cdd7a4b94069abd47ec65f55c0f2_148)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i609ab048d9f446a99ac48647c0602e08_151)] [added: Income](#i4643cdd7a4b94069abd47ec65f55c0f2_151)] | | | [removed: [37](#i609ab048d9f446a99ac48647c0602e08_151)] [added: [38](#i4643cdd7a4b94069abd47ec65f55c0f2_151)] | | |

| [Consolidated Balance [removed: Sheets](#i609ab048d9f446a99ac48647c0602e08_154)] [added: Sheets](#i4643cdd7a4b94069abd47ec65f55c0f2_154)] | | | [removed: [38](#i609ab048d9f446a99ac48647c0602e08_154)] [added: [39](#i4643cdd7a4b94069abd47ec65f55c0f2_154)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i609ab048d9f446a99ac48647c0602e08_157)] [added: Flows](#i4643cdd7a4b94069abd47ec65f55c0f2_157)] | | | [removed: [39](#i609ab048d9f446a99ac48647c0602e08_157)] [added: [40](#i4643cdd7a4b94069abd47ec65f55c0f2_157)] | | |

| [Consolidated Statements of Stockholders’ (Deficit) [removed: Equity](#i609ab048d9f446a99ac48647c0602e08_160)] [added: Equity](#i4643cdd7a4b94069abd47ec65f55c0f2_160)] | | | [removed: [40](#i609ab048d9f446a99ac48647c0602e08_160)] [added: [41](#i4643cdd7a4b94069abd47ec65f55c0f2_160)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i609ab048d9f446a99ac48647c0602e08_163)] [added: Statements](#i4643cdd7a4b94069abd47ec65f55c0f2_163)] | | | [removed: [41](#i609ab048d9f446a99ac48647c0602e08_163)] [added: [42](#i4643cdd7a4b94069abd47ec65f55c0f2_163)] | | |

| [Basis of [removed: Presentation](#i609ab048d9f446a99ac48647c0602e08_166)] [added: Presentation](#i4643cdd7a4b94069abd47ec65f55c0f2_166)] | | | [removed: [41](#i609ab048d9f446a99ac48647c0602e08_166)] [added: [42](#i4643cdd7a4b94069abd47ec65f55c0f2_166)] | | |

| [Summary of Significant Accounting [removed: Policies](#i609ab048d9f446a99ac48647c0602e08_169)] [added: Policies](#i4643cdd7a4b94069abd47ec65f55c0f2_169)] | | | [removed: [41](#i609ab048d9f446a99ac48647c0602e08_169)] [added: [42](#i4643cdd7a4b94069abd47ec65f55c0f2_169)] | | |

| [removed: [Acquisition](#i609ab048d9f446a99ac48647c0602e08_172)] [added: [Acquisition](#i4643cdd7a4b94069abd47ec65f55c0f2_172)] | | | [removed: [48](#i609ab048d9f446a99ac48647c0602e08_172)] [added: [49](#i4643cdd7a4b94069abd47ec65f55c0f2_172)] | | |

| [Earnings Per [removed: Share](#i609ab048d9f446a99ac48647c0602e08_175)] [added: Share](#i4643cdd7a4b94069abd47ec65f55c0f2_175)] | | | [removed: [49](#i609ab048d9f446a99ac48647c0602e08_175)] [added: [50](#i4643cdd7a4b94069abd47ec65f55c0f2_175)] | | |

| [Stock-Based [removed: Compensation](#i609ab048d9f446a99ac48647c0602e08_178)] [added: Compensation](#i4643cdd7a4b94069abd47ec65f55c0f2_178)] | | | [removed: [49](#i609ab048d9f446a99ac48647c0602e08_178)] [added: [50](#i4643cdd7a4b94069abd47ec65f55c0f2_178)] | | |

| [Income [removed: Taxes](#i609ab048d9f446a99ac48647c0602e08_181)] [added: Taxes](#i4643cdd7a4b94069abd47ec65f55c0f2_181)] | | | [removed: [50](#i609ab048d9f446a99ac48647c0602e08_181)] [added: [51](#i4643cdd7a4b94069abd47ec65f55c0f2_181)] | | |

| [Commitments and [removed: Contingencies](#i609ab048d9f446a99ac48647c0602e08_184)] [added: Contingencies](#i4643cdd7a4b94069abd47ec65f55c0f2_187)] | | | [removed: [52](#i609ab048d9f446a99ac48647c0602e08_184)] [added: [53](#i4643cdd7a4b94069abd47ec65f55c0f2_187)] | | |

| [Long-Term [removed: Debt](#i609ab048d9f446a99ac48647c0602e08_193)] [added: Debt](#i4643cdd7a4b94069abd47ec65f55c0f2_196)] | | | [removed: [56](#i609ab048d9f446a99ac48647c0602e08_193)] [added: [56](#i4643cdd7a4b94069abd47ec65f55c0f2_196)] | | |

| [Intangible Assets and [removed: Goodwill](#i609ab048d9f446a99ac48647c0602e08_196)] [added: Goodwill](#i4643cdd7a4b94069abd47ec65f55c0f2_199)] | | | [removed: [57](#i609ab048d9f446a99ac48647c0602e08_196)] [added: [57](#i4643cdd7a4b94069abd47ec65f55c0f2_199)] | | |

| [removed: [Property] [added: Property] and [removed: Equipment](#i609ab048d9f446a99ac48647c0602e08_199)] [added: equipment] | | | [removed: [58](#i609ab048d9f446a99ac48647c0602e08_199)] [added: 15] | | | [added: | | | — | | |]

| [Fair Value of Financial [removed: Instruments](#i609ab048d9f446a99ac48647c0602e08_202)] [added: Instruments](#i4643cdd7a4b94069abd47ec65f55c0f2_205)] | | | [removed: [58](#i609ab048d9f446a99ac48647c0602e08_202)] [added: [59](#i4643cdd7a4b94069abd47ec65f55c0f2_205)] | | |

| [Accumulated Other Comprehensive [removed: Loss](#i609ab048d9f446a99ac48647c0602e08_205)] [added: Loss](#i4643cdd7a4b94069abd47ec65f55c0f2_208)] | | | [removed: [59](#i609ab048d9f446a99ac48647c0602e08_205)] [added: [59](#i4643cdd7a4b94069abd47ec65f55c0f2_208)] | | |

| [Related Party [removed: Transactions](#i609ab048d9f446a99ac48647c0602e08_214)] [added: Transactions](#i4643cdd7a4b94069abd47ec65f55c0f2_220)] | | | [removed: [60](#i609ab048d9f446a99ac48647c0602e08_214)] [added: [62](#i4643cdd7a4b94069abd47ec65f55c0f2_220)] | | |

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: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] the Company’s internal control over financial reporting was effective to provide reasonable assurance of the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

We have audited Marriott International, Inc.’s internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 [removed: Framework)] [added: 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: 2023,] [added: 2024,] 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: 2023 and 2022,] [added: 2024] and [added: 2023,] the related consolidated statements of income, comprehensive income, stockholders’ (deficit) equity and cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] and the related notes, and our report dated February [removed: 13, 2024] [added: 11, 2025] expressed an unqualified opinion thereon.

We have audited the accompanying consolidated balance sheets of Marriott International, Inc. (the Company) as of December 31, [removed: 2023,] [added: 2024,] and [removed: 2022,] [added: 2023,] the related consolidated statements of income, comprehensive income, stockholders’ (deficit) equity and cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 [removed: Framework)] [added: framework)] and our report dated February [removed: 13, 2024] [added: 11, 2025] expressed an unqualified opinion thereon.

| *Description of the Matter* | | | | | | During [removed: 2023] [added: 2024,] the Company recognized [removed: $2,798] [added: $3,010] million of revenues previously deferred as of December 31, [removed: 2022,] [added: 2023,] and had deferred revenue of [removed: $7,006] [added: $7,519] million as of December 31, [removed: 2023] [added: 2024,] associated with the Marriott Bonvoy guest loyalty program (the [removed: “Loyalty Program”).] [added: 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 [removed: Licensed IP] [added: licensed intellectual property] 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 and] [added: results,] (2) the complexity [added: in accounting for the amendment to one of 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,] and [added: (3) the complexity and] judgment of estimating the standalone selling price per Loyalty Program point, including both the estimate of variable consideration under the Company’s co-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. | | |

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

| | | | | | | To test the recognition of revenues and costs associated with the Loyalty Program, we performed audit procedures that included, among others, testing the clerical accuracy and consistency with US GAAP of the accounting model developed by the Company to recognize revenue and costs associated with the Loyalty Program, and testing significant inputs into the accounting model, including the estimated standalone selling price and recognition of points earned and redeemed during the period. We involved our [added: valuation specialists to assist in our testing procedures with respect to the estimate of relative standalone selling price of the performance obligations associated with the amendment to a domestic co-branded credit card agreement. 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: 2023] [added: 2024,] the Company recognized [removed: $1,011] [added: $1,074] million of general and administrative expenses and [removed: $17,424] [added: $18,799] 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 [removed: franchisees.] [added: certain other counterparties.] 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. | | |

| *How We Addressed the Matter in Our Audit* | | | | | | We obtained an understanding, evaluated the [removed: design] [added: design,] and tested the operating effectiveness of controls over the Company’s process of accounting for reimbursed expenses, general and administrative expenses, and the process for allocating expenses. For example, we tested management’s controls over the review of the allocation of certain costs to determine if they were reasonably classified. | | |

Fiscal Years [added: 2024,] 2023, [removed: 2022,] and [removed: 2021][added: 2022]

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Base management fees | | | $ | [removed: 1,238] [added: 1,288] | | | | | $ | [removed: 1,044] [added: 1,238] | | | | | $ | [removed: 669] [added: 1,044] | |

| Franchise fees | | | [removed: 2,831] [added: 3,113] | | | | | | [removed: 2,505] [added: 2,831] | | | | | | [removed: 1,790] [added: 2,505] | | |

| [Leases](#i4643cdd7a4b94069abd47ec65f55c0f2_193) | | | [55](#i4643cdd7a4b94069abd47ec65f55c0f2_193) | | |

| [Property and Equipment](#i4643cdd7a4b94069abd47ec65f55c0f2_202) | | | [58](#i4643cdd7a4b94069abd47ec65f55c0f2_202) | | |

| [Business Segments](#i4643cdd7a4b94069abd47ec65f55c0f2_214) | | | [60](#i4643cdd7a4b94069abd47ec65f55c0f2_214) | | |

| [Restructuring Charges](#i4643cdd7a4b94069abd47ec65f55c0f2_223) | | | [62](#i4643cdd7a4b94069abd47ec65f55c0f2_223) | | |

February 11, 2025

February 11, 2025

| Contract investment amortization | | | (103) | | | | | | (88) | | | | | | (89) | | |

Fiscal Years Ended 2024 and 2023

| | | | 3,485 | | | | | | 3,311 | | |

| | | | 18,219 | | | | | | 18,076 | | |

| | | | $ | 26,182 | | | | | $ | 25,674 | |

| | | | 8,649 | | | | | | 7,762 | | |

| | | | (2,992) | | | | | | (682) | | |

| | | | $ | 26,182 | | | | | $ | 25,674 | |

Fiscal Years 2024, 2023, and 2022

| Net income | | | $ | 2,375 | | | | | $ | 3,083 | | | | | $ | 2,358 | |

| Depreciation, amortization, and other (including depreciation and amortization classified in reimbursed expenses) (2) | | | 492 | | | | | | 436 | | | | | | 400 | | |

(2)We reclassified depreciation and amortization classified in reimbursed expenses from the “Other” caption within operating activities to the “Depreciation, amortization, and other” caption of our Statements of Cash Flows.

We reclassified prior period amounts, which totaled $159 million in 2023 and $118 million in 2022, to conform to our current presentation.

Fiscal Years 2024, 2023, and 2022

| — | | | | | | Dividends ($2.41 per share) | | | (682) | | | | | | — | | | | | | — | | | | | | (682) | | | | | | — | | | | | | — | | |

| (15.4) | | | | | | Purchase of treasury stock | | | (3,761) | | | | | | — | | | | | | — | | | | | | — | | | | | | (3,761) | | | | | | — | | |

| 276.7 | | | (1) | | | Balance at December 31, 2024 | | | $ | (2,992) | | | | | $ | 5 | | | | | $ | 6,179 | | | | | $ | 16,531 | | | | | $ | (24,644) | | | | | $ | (1,063) | |

In addition, we use the term “hotel owners” throughout this report to refer, collectively, to owners of hotels and other lodging offerings operating in our system pursuant to management agreements, franchise agreements, license agreements or similar arrangements, and we use the term “hotels in our system” to refer to hotels and other lodging offerings operating in our system pursuant to such arrangements, as well as hotels that we own or lease.

The terms “hotel owners” and “hotels in our system” exclude Homes & Villas by Marriott Bonvoy® (which we also exclude from our property and room count), timeshare, residential, and The Ritz-Carlton Yacht Collection®.

These costs primarily consist of

As of December 31, 2024, we have completed our spending funded by the Avendra sale proceeds.

Breakage

The increase was partially offset by $3,010 million of revenue recognized in 2024, that was deferred as of December 31, 2023.

The current portion of our liability for guest loyalty program increased compared to December 31, 2023, due to higher estimated redemptions in the short-term.

and assumptions, in applying the more likely than not threshold.

*New Accounting Standards Adopted*

Accounting Standards Update (“ASU”) 2023-07 - “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”: ASU 2023-07, issued by the Financial Accounting Standards Board, requires the disclosure of significant segment expenses by reportable segment if such expenses are regularly provided to the chief operating decision maker (“CODM”) and included in each reported measure of segment profit or loss.

ASU 2023-07 also requires disclosure of the CODM’s title and position and an explanation of how the CODM uses the reported measure of a segment profit or loss in assessing segment performance and allocating resources.

We adopted ASU 2023-07 retrospectively in the 2024 fourth quarter to the disclosures presented in Note 14.

In the 2024 fourth quarter, we completed the asset acquisition of the Sheraton Grand Chicago hotel and the fee simple interest in the land underlying the hotel for a purchase price of $514 million, including direct transaction costs.

We determined that the capitalizable value of the acquired assets was $214 million on the acquisition date.

We estimated the fair value of the hotel and land using a combination of two income approaches, which included Level 3 inputs such as forecasted future net cash flows, property resale value, and discount rates.

We recorded the acquired assets in the Property and equipment, net caption of our Balance Sheets and applied the remaining $300 million of the purchase price to the release of the guarantee liability.

| Net income | | | $ | 2,375 | | | | | $ | 3,083 | | | | | $ | 2,358 | |

| | | | | | |

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

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

February 13, 2024

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

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

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

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

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

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

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

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

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

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

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

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

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

| 324.4 | | | | | | Balance at December 31, 2020 | | | $ | 430 | | | | | $ | 5 | | | | | $ | 5,851 | | | | | $ | 9,206 | | | | | $ | (14,497) | | | | | $ | (135) | |

We operate these programs and services for the benefit of our hotel owners.

Our current and noncurrent deferred revenue decreased by $108 million, to $1,223 million at December 31, 2023, from $1,331 million at December 31, 2022, primarily as a result of $274 million of revenue recognized in 2023 that was deferred as of December 31, 2022, as well as the reclassification from deferred revenue to the liability for guest loyalty program, which we discuss below.

This includes a $112 million reclassification from deferred revenue to the liability for guest loyalty program primarily due to points that were earned during the period by members using our U.S.-issued co-branded credit cards, which were prepaid by the financial institutions in 2020.

contract are generally comparable to the terms and conditions of the management contracts obtained directly with third-party owners in competitive processes.

The increase during 2023 was primarily due to our provision for credit losses, partially offset by write-offs of amounts deemed uncollectible.

Our provision for credit losses totaled $29 million in 2023, $27 million in 2022, and $22 million in 2021.

*Loan Loss Reserves*

We expect the owners to repay the loans in accordance with the loan agreements, or earlier as the performance of the hotels and capital markets permit.

We use metrics such as loan-to-value ratios and debt service coverage, and other information about collateral and from third-party rating agencies to assess the credit quality of the loan receivable, both upon entering into the loan agreement and on an ongoing basis as applicable.

At inception and throughout the term of the loan agreement, we individually assess loans for impairment.

We consider current and forecasted future economic conditions in addition to our historical experience.

We use internally generated cash flow projections to determine the likelihood that the loans will be repaid under the terms of the loan agreements.

We calculate the present value of expected future cash flows discounted at the loan’s original effective interest rate or the estimated fair value of the collateral.

If the present value or the estimated collateral are less than the carrying value of the loan receivable, we establish a specific impairment reserve for the difference.

On May 1, 2023, we completed the acquisition of the City Express brand portfolio from Hoteles City Express, S.A.B. de C.V. for $100 million.

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.

| Outstanding at year-end 2022 | | | 3.8 | | | | | | $ | 125 | |

| Granted | | | 1.1 | | | | | | 167 | | |

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

| Forfeited | | | (0.2) | | | | | | 155 | | |

No further shares are authorized for grant under the Marriott International, Inc. Stock and Cash Incentive Plan or the Starwood Hotels & Resorts Worldwide, LLC, formerly known as Starwood Hotels & Resorts Worldwide, Inc., stock plans.

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

We made no changes in internal control over financial reporting during the [removed: 2023] [added: 2024] fourth quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that

During the [removed: 2023] [added: 2024] fourth quarter, no director or Section 16 officer adopted or terminated any Rule 10b5-1 plans or non-Rule 10b5-1 trading arrangements.

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: 2024] [added: 2025] Annual Meeting of Stockholders.

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

This information is as of February 1, [removed: 2024,] [added: 2025,] except where indicated.

| Anthony G. (Tony) Capuano President and Chief Executive Officer | | | | | | [removed: 58] [added: 59] | | | | | | Tony Capuano was appointed Chief Executive Officer (“CEO”) in February 2021 and 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 earned his bachelor’s degree in Hotel Administration from Cornell University. He is a member of the Cornell Hotel Society, The Cornell School of Hotel Administration Dean’s Advisory Board, 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 [removed: Corporation] [added: Corporation, The Economic Club of Washington, D.C.,] and Save Venice, a nonprofit organization dedicated to preserving the artistic heritage of Venice, Italy. | | |

| Satyajit (Satya) Anand President, Europe, Middle East & Africa | | | | | | [removed: 59] [added: 60] | | | | | | 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 [removed: Europe respectively] [added: 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. | | |

| Benjamin T. (Ty) Breland Executive Vice President and Chief Human Resources Officer | | | | | | [removed: 48] [added: 49] | | | | | | Ty Breland was appointed Executive Vice President and Chief Human Resources Officer effective October 2021. Prior to that appointment, Mr. Breland served as Global HR Officer for Talent Development & Organizational Capability, a role he assumed in 2016. In that role, Mr. Breland had executive oversight for talent management, including leadership development, organizational capability, and change management. Mr. Breland also oversaw The Ritz-Carlton Leadership Center and served as the senior Human Resources leader for the Company’s Global Development, Design & Operations Services disciplines. Mr. Breland joined Marriott in 2004 as a member of the Company’s Talent Management and Analytics group and held a variety of other senior human resources leadership positions, including Global HR Integration Officer, responsible for the Human Resources integration for Marriott’s merger with Starwood Hotels & Resorts. From 2011 to 2015, Mr. Breland served as Regional Vice President of Human Resources for the Eastern Region of the U.S. Mr. Breland 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: 63] [added: 64] | | | | | | Liam Brown was appointed Group President, United States and Canada effective January 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 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 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: 62] [added: 63] | | | | | | Felitia Lee was appointed Marriott’s Controller and Chief Accounting Officer and principal accounting officer effective August 2020, with responsibility for the global accounting operations of the Company including oversight of financial reporting and analysis, accounting policy, general accounting, [added: consumer and technology accounting,] finance and accounting governance, 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 Corporation since 2018, and prior to joining Kohl’s Corporation, Ms. Lee held the title of Vice President and Controller of the Pepsi Beverage Company along with a number of other leadership positions with 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. | | |

| Yibing Mao President, Greater China | | | | | | [removed: 60] [added: 61] | | | | | | 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. [removed: 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 [removed: Excluding] [added: excluding] China | | | | | | [removed: 55] [added: 56] | | | | | | 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. [added: Mr. Menon is a Board member of the Singapore Hotel Association, US/ASEAN Business Council, and Singapore Tourism Board.] He completed his education including Hotel Management in New Delhi and is also a graduate of the [removed: Advance] [added: Advanced] Management Program (AMP Class 194) at Harvard Business School. | | |

| Kathleen K. (Leeny) Oberg Chief Financial Officer and Executive Vice President, Development | | | | | | [removed: 63] [added: 64] | | | | | | Leeny Oberg was appointed Executive Vice President and Chief Financial Officer effective January 2016 and was additionally designated Executive Vice President, Business Operations in October 2021. 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 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. 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 Systems, from the University of Virginia, McIntire School of Commerce and received her Master of Business Administration from Stanford University Graduate School of Business. | | |

| Drew L. Pinto Executive Vice President and Chief Revenue & Technology Officer | | | | | | [removed: 52] [added: 53] | | | | | | 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 [removed: 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 [removed: The] [added: the] University of Michigan Ross School of Business. | | |

| Rena Hozore Reiss Executive Vice President and General Counsel | | | | | | [removed: 64] [added: 65] | | | | | | Rena Hozore Reiss was appointed Executive Vice President and General Counsel effective December 2017. Ms. Reiss previously held the position of Executive Vice President, General Counsel and Corporate Secretary at Hyatt 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. Ms. Reiss serves on the Board of Directors of the American Hotel and Lodging Association and of Legal Aid DC. She earned her A.B. from Princeton University and her J.D. from Harvard Law School. | | |

| Peggy F. Roe Executive Vice President and Chief Customer Officer | | | | | | [removed: 52] [added: 53] | | | | | | 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 [added: 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.]

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.

The Company agrees to furnish a copy of any such instrument to the [removed: Commission] [added: SEC] upon request.

| 3.1 | | | | | | Restated Certificate of Incorporation. | | | | | | [Exhibit No. 3.(i) to our Form 8-K filed August 22, 2006 (File No. [removed: 001-13881).](http://www.sec.gov/Archives/edgar/data/1048286/000118143106048907/rrd127798_15693.htm)] [added: 001-13881).](https://www.sec.gov/Archives/edgar/data/1048286/000118143106048907/rrd127798_15693.htm)] | | |

| 4.1 | | | | | | Form of Common Stock Certificate. | | | | | | [Exhibit No. 4.5 to our Form S-3ASR filed December 8, 2005 (File No. [removed: 333-130212).](http://www.sec.gov/Archives/edgar/data/1048286/000119312505239225/dex45.htm)] [added: 333-130212).](https://www.sec.gov/Archives/edgar/data/1048286/000119312505239225/dex45.htm)] | | |

| 4.2 | | | | | | Indenture, dated as of November 16, 1998, between the Company and The Bank of New York Mellon, as successor to JPMorgan Chase Bank, N.A., formerly known as The Chase Manhattan Bank. | | | | | | [Exhibit No. 4.1 to our Form [removed: 10-K for the fiscal year- ended January 1, 1999 (File] [added: 10-K](https://www.sec.gov/Archives/edgar/data/1048286/0000928385-99-000780.txt) [filed March 16, 1999](https://www.sec.gov/Archives/edgar/data/1048286/0000928385-99-000780.txt) [(File] No. [removed: 001-13881).](http://www.sec.gov/Archives/edgar/data/1048286/0000928385-99-000780.txt)] [added: 001-13881).](https://www.sec.gov/Archives/edgar/data/1048286/0000928385-99-000780.txt)] | | |

| 4.3 | | | | | | Description of Registrant’s Securities. | | | | | | [removed: *[Filed with this report.](https://www.sec.gov/Archives/edgar/data/1048286/000162828024004372/mar-2023q4xexx43.htm)*] [added: [Exhibit No. 4.3 to our Form 10-K](https://www.sec.gov/Archives/edgar/data/1048286/000162828024004372/mar-2023q4xexx43.htm) [filed February 1](https://www.sec.gov/Archives/edgar/data/1048286/000162828024004372/mar-2023q4xexx43.htm)[3](https://www.sec.gov/Archives/edgar/data/1048286/000162828024004372/mar-2023q4xexx43.htm)[, 202](https://www.sec.gov/Archives/edgar/data/1048286/000162828024004372/mar-2023q4xexx43.htm)[4](https://www.sec.gov/Archives/edgar/data/1048286/000162828024004372/mar-2023q4xexx43.htm) [(File No. 001-13881).](https://www.sec.gov/Archives/edgar/data/1048286/000162828024004372/mar-2023q4xexx43.htm)] | | |

| [removed: 10.1] [added: 10.1.1] | | | | | | 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 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) | | |

| [removed: 10.2.1] [added: 10.3.1] | | | | | | License, Services and Development Agreement entered into on November 17, 2011, among [removed: the] [added: The Ritz-Carlton Hotel] Company, [removed: Marriott Worldwide Corporation,] [added: L.L.C.,] Marriott Vacations Worldwide Corporation, and the other signatories thereto. | | | | | | [Exhibit No. [removed: 10.1] [added: 10.2] to our Form 8-K filed November 21, 2011 (File No. [removed: 001-13881).](http://www.sec.gov/Archives/edgar/data/1048286/000119312511317838/d257339dex101.htm)] [added: 001-13881).](https://www.sec.gov/Archives/edgar/data/1048286/000119312511317838/d257339dex102.htm)] | | |

| [removed: 10.2.2] [added: 10.3.2] | | | | | | First Amendment to License, Services, and Development Agreement for [removed: Marriott] [added: Ritz-Carlton] Projects, dated February 26, 2018, among [removed: the] [added: The Ritz-Carlton Hotel] Company, [removed: Marriott Worldwide Corporation,] [added: L.L.C.,] Marriott Vacations Worldwide Corporation, and the other signatories thereto. | | | | | | [Exhibit No. [removed: 10.1] [added: 10.2] to our Form 8-K filed February 27, 2018 (File No. [removed: 001-13881).](http://www.sec.gov/Archives/edgar/data/1048286/000162828018002307/exhibit101-firstamendmentt.htm)] [added: 001-13881).](https://www.sec.gov/Archives/edgar/data/1048286/000162828018002307/exhibit102-amendmenttoritz.htm)] | | |

| [removed: 10.2.3] [added: 10.2] | | | | | | [removed: Letter of] [added: Amended and Restated License, Services and Development] Agreement, [added: dated September 20, 2024 and] effective as of [removed: September] [added: January] 1, [removed: 2018,] [added: 2024, by and] among the Company, Marriott Worldwide Corporation, [removed: Marriott Rewards, LLC, Starwood Hotels & Resorts Worldwide, LLC,] [added: and] Marriott Vacations Worldwide Corporation, [removed: Marriott Ownership Resorts, Inc., Vistana Signature Experiences, Inc.] and [removed: ILG, LLC.] [added: the other signatories thereto.] | | | | | | [Exhibit No. 10.2 to our Form 10-Q filed November [removed: 6, 2018] [added: 4, 2024] (File No. [removed: 001-13881).](http://www.sec.gov/Archives/edgar/data/1048286/000162828018013710/mar-q32018xexx102.htm)] [added: 001-13881).](https://www.sec.gov/Archives/edgar/data/1048286/000162828024044884/mar-q32024xexx102.htm)] | | |

| [removed: 10.2.4] [added: 10.4] | | | | | | [removed: Letter of Agreement, effective as of January 1, 2022,] [added: Marriott Bonvoy Affiliation Agreement entered into on November 10, 2021,] among the Company, Marriott [removed: Worldwide Corporation,] [added: Rewards, L.L.C.,] Marriott Vacations Worldwide [removed: Corporation, Starwood Hotels & Resorts Worldwide, LLC,] [added: Corporation and certain of its subsidiaries,] Marriott Ownership Resorts, Inc., [removed: Vistana Signature Experiences, Inc.] and [removed: ILG, LLC.] [added: the other signatories thereto.] | | | | | | [Exhibit No. [removed: 10.2.4] [added: 10.4.1] to our Form 10-K filed February 15, 2022 (File No. [removed: 001-13881).](https://www.sec.gov/Archives/edgar/data/1048286/000162828022002666/mar-q42021xexx1024.htm)] [added: 001-13881).](https://www.sec.gov/Archives/edgar/data/1048286/000162828022002666/mar-q42021xexx1041.htm)] | | |