Marriott International 10-Q 2023-09-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-Q

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☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023

or

☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the transition period from to

Commission File No. 1-13881

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MARRIOTT INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware																		52-2055918
(State or other jurisdiction of incorporation or organization)																		(IRS Employer Identification No.)
7750 Wisconsin Avenue						Bethesda						Maryland						20814
(Address of principal executive offices)																		(Zip Code)

(Registrant’s telephone number, including area code) (301) 380-3000

Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class						Trading Symbol(s)						Name of Each Exchange on Which Registered
Class A Common Stock, $0.01 par value						MAR						Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer						ý						Accelerated filer						¨
Non-accelerated filer						¨						Smaller reporting company						☐
												Emerging growth company						☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 293,691,348 shares of Class A Common Stock, par value $0.01 per share, outstanding at October 26, 2023.

MARRIOTT INTERNATIONAL, INC.

FORM 10-Q TABLE OF CONTENTS

						Page No.
Part I.			Financial Information (Unaudited)
Item 1.			Financial Statements
			Condensed Consolidated Statements of Income			3
			Condensed Consolidated Statements of Comprehensive Income			4
			Condensed Consolidated Balance Sheets			5
			Condensed Consolidated Statements of Cash Flows			6
			Notes to Condensed Consolidated Financial Statements			7
Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations			15
			Cautionary Statement			15
Item 3.			Quantitative and Qualitative Disclosures About Market Risk			25
Item 4.			Controls and Procedures			25
Part II.			Other Information
Item 1.			Legal Proceedings			26
Item 1A.			Risk Factors			26
Item 2.			Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities			26
Item 5.			Other Information			26
Item 6.			Exhibits			27
			Signature			28

PART I – FINANCIAL INFORMATION

MARRIOTT INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in millions, except per share amounts)

(Unaudited)

			Three Months Ended												Nine Months Ended
			September 30, 2023						September 30, 2022						September 30, 2023						September 30, 2022
REVENUES
Base management fees			$	306					$	275					$	917					$	757
Franchise fees			748						678						2,126						1,847
Incentive management fees			143						106						537						343
Gross fee revenues			1,197						1,059						3,580						2,947
Contract investment amortization			(23)						(22)						(66)						(65)
Net fee revenues			1,174						1,037						3,514						2,882
Owned, leased, and other revenue			363						345						1,109						971
Cost reimbursement revenue			4,391						3,931						12,995						10,997
			5,928						5,313						17,618						14,850
OPERATING COSTS AND EXPENSES
Owned, leased, and other-direct			293						301						861						779
Depreciation, amortization, and other			46						50						138						147
General, administrative, and other			239						216						681						655
Merger-related charges and other			13						2						52						11
Reimbursed expenses			4,238						3,786						12,740						10,792
			4,829						4,355						14,472						12,384
OPERATING INCOME			1,099						958						3,146						2,466
Gains and other income, net			28						3						33						9
Interest expense			(146)						(100)						(412)						(288)
Interest income			7						7						21						18
Equity in earnings			1						1						9						18
INCOME BEFORE INCOME TAXES			989						869						2,797						2,223
Provision for income taxes			(237)						(239)						(562)						(538)
NET INCOME			$	752					$	630					$	2,235					$	1,685
EARNINGS PER SHARE
Earnings per share – basic			$	2.52					$	1.94					$	7.36					$	5.15
Earnings per share – diluted			$	2.51					$	1.94					$	7.32					$	5.13

See Notes to Condensed Consolidated Financial Statements.

MARRIOTT INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in millions)

(Unaudited)

			Three Months Ended												Nine Months Ended
			September 30, 2023						September 30, 2022						September 30, 2023						September 30, 2022
Net income			$	752					$	630					$	2,235					$	1,685
Other comprehensive income (loss)
Foreign currency translation adjustments			(139)						(340)						(132)						(653)
Other adjustments, net of tax			6						1						12						5
Total other comprehensive income (loss), net of tax			(133)						(339)						(120)						(648)
Comprehensive income			$	619					$	291					$	2,115					$	1,037

See Notes to Condensed Consolidated Financial Statements.

MARRIOTT INTERNATIONAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions)

			(Unaudited)
			September 30, 2023						December 31, 2022
ASSETS
Current assets
Cash and equivalents			$	717					$	507
Accounts and notes receivable, net			2,703						2,571
Prepaid expenses and other			262						235
			3,682						3,313
Property and equipment, net			1,572						1,585
Intangible assets
Brands			5,832						5,812
Contract acquisition costs and other			3,161						2,935
Goodwill			8,795						8,872
			17,788						17,619
Equity method investments			311						335
Notes receivable, net			159						152
Deferred tax assets			240						240
Operating lease assets			937						987
Other noncurrent assets			578						584
			$	25,267					$	24,815
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Current portion of long-term debt			$	898					$	684
Accounts payable			696						746
Accrued payroll and benefits			1,229						1,299
Liability for guest loyalty program			3,367						3,314
Accrued expenses and other			1,487						1,296
			7,677						7,339
Long-term debt			10,870						9,380
Liability for guest loyalty program			3,427						3,280
Deferred tax liabilities			359						313
Deferred revenue			1,007						1,059
Operating lease liabilities			966						1,034
Other noncurrent liabilities			1,622						1,842
Stockholders’ equity
Class A Common Stock			5						5
Additional paid-in-capital			5,996						5,965
Retained earnings			14,142						12,342
Treasury stock, at cost			(19,955)						(17,015)
Accumulated other comprehensive loss			(849)						(729)
			(661)						568
			$	25,267					$	24,815

See Notes to Condensed Consolidated Financial Statements.

MARRIOTT INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

(Unaudited)

			Nine Months Ended
			September 30, 2023						September 30, 2022
OPERATING ACTIVITIES
Net income			$	2,235					$	1,685
Adjustments to reconcile to cash provided by operating activities:
Depreciation, amortization, and other			204						212
Stock-based compensation			147						144
Income taxes			(107)						197
Liability for guest loyalty program			109						(17)
Contract acquisition costs			(134)						(92)
Merger-related charges and other			42						(1)
Working capital changes			(141)						(225)
Other			64						19
Net cash provided by operating activities			2,419						1,922
INVESTING ACTIVITIES
Capital and technology expenditures			(318)						(192)
Asset acquisition			(102)						—
Dispositions			61						—
Loan advances			(77)						(10)
Loan collections			35						12
Other			38						53
Net cash used in investing activities			(363)						(137)
FINANCING ACTIVITIES
Commercial paper/Credit Facility, net			100						(1,050)
Issuance of long-term debt			1,918						983
Repayment of long-term debt			(332)						(578)
Issuance of Class A Common Stock			29						—
Dividends paid			(435)						(195)
Purchase of treasury stock			(2,988)						(1,235)
Stock-based compensation withholding taxes			(105)						(88)
Other			(25)						25
Net cash used in financing activities			(1,838)						(2,138)
INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH			218						(353)
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period (1)			525						1,421
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period (1)			$	743					$	1,068

**(1)**The 2023 amounts include beginning restricted cash of $18 million at December 31, 2022, and ending restricted cash of $26 million at September 30, 2023, which we present in the “Prepaid expenses and other” and “Other noncurrent assets” captions of our Balance Sheets.

See Notes to Condensed Consolidated Financial Statements.

MARRIOTT INTERNATIONAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1. BASIS OF PRESENTATION

The condensed consolidated financial statements present the results of operations, financial position, and cash flows of Marriott International, Inc. and subsidiaries (referred to in this report as “we,” “us,” “Marriott,” or the “Company”). In order to make this report easier to read, we also refer throughout to (1) our Condensed Consolidated Financial Statements as our “Financial Statements,” (2) our Condensed Consolidated Statements of Income as our “Income Statements,” (3) our Condensed Consolidated Balance Sheets as our “Balance Sheets,” (4) our Condensed Consolidated Statements of Cash Flows as our “Statements of Cash Flows,” (5) our properties, brands, or markets in the United States and Canada as “U.S. & Canada,” and (6) our properties, brands, or markets in our Caribbean and Latin America, Europe, Middle East and Africa, Greater China, and Asia Pacific excluding China regions, as “International.” In addition, references throughout to numbered “Notes” refer to these Notes to Condensed Consolidated Financial Statements, unless otherwise stated.

These Financial Statements have not been audited. We have condensed or omitted certain information and disclosures normally included in financial statements presented in accordance with U.S. generally accepted accounting principles (“GAAP”). The financial statements in this report should be read in conjunction with the consolidated financial statements and notes thereto in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (“2022 Form 10-K”). Certain terms not otherwise defined in this Form 10-Q have the meanings specified in our 2022 Form 10-K.

Preparation of financial statements that conform with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements, the reported amounts of revenues and expenses during the reporting periods, and the disclosures of contingent liabilities. Accordingly, ultimate results could differ from those estimates.

The accompanying Financial Statements reflect all normal and recurring adjustments necessary to present fairly our financial position as of September 30, 2023 and December 31, 2022, the results of our operations for the three and nine months ended September 30, 2023 and September 30, 2022, and cash flows for the nine months ended September 30, 2023 and September 30, 2022. Interim results may not be indicative of fiscal year performance because of seasonal and short-term variations. We have eliminated all material intercompany transactions and balances between entities consolidated in these Financial Statements.

NOTE 2. EARNINGS PER SHARE

The table below illustrates the reconciliation of the earnings and number of shares used in our calculations of basic and diluted earnings per share, the latter of which uses the treasury stock method to calculate the dilutive effect of the Company’s potential common stock:

			Three Months Ended												Nine Months Ended
(in millions, except per share amounts)			September 30, 2023						September 30, 2022						September 30, 2023						September 30, 2022
Computation of Basic Earnings Per Share
Net income			$	752					$	630					$	2,235					$	1,685
Shares for basic earnings per share			298.6						324.5						303.9						327.0
Basic earnings per share			$	2.52					$	1.94					$	7.36					$	5.15
Computation of Diluted Earnings Per Share
Net income			$	752					$	630					$	2,235					$	1,685
Shares for basic earnings per share			298.6						324.5						303.9						327.0
Effect of dilutive securities
Stock-based compensation			1.5						1.2						1.4						1.4
Shares for diluted earnings per share			300.1						325.7						305.3						328.4
Diluted earnings per share			$	2.51					$	1.94					$	7.32					$	5.13

NOTE 3. STOCK-BASED COMPENSATION

We granted 1.0 million restricted stock units (“RSUs”) during the 2023 first three quarters to certain officers and employees, and those units vest generally over four years in equal annual installments commencing one year after the grant date. We also granted 0.1 million performance-based RSUs (“PSUs”) in the 2023 first three quarters to certain executives, which are earned subject to continued employment and the satisfaction of certain performance and market conditions based on the degree of achievement of pre-established targets for 2025 adjusted EBITDA performance and relative total stockholder return over the 2023 to 2025 performance period. RSUs, including PSUs, granted in the 2023 first three quarters had a weighted average grant-date fair value of $167 per unit.

We recorded stock-based compensation expense for RSUs and PSUs of $47 million in the 2023 third quarter compared to $45 million in the 2022 third quarter, and $129 million in the 2023 first three quarters compared to $136 million in the 2022 first three quarters. Deferred compensation costs for unvested awards for RSUs and PSUs totaled $217 million at September 30, 2023 and $179 million at December 31, 2022.

NOTE 4. INCOME TAXES

Our effective tax rate decreased to 23.9 percent for the 2023 third quarter compared to 27.5 percent for the 2022 third quarter, primarily due to the prior year expense from the completion of tax audits and the increase in tax deductions from stock-based compensation, partially offset by the shift in earnings to jurisdictions with higher tax rates.

Our effective tax rate decreased to 20.1 percent for the 2023 first three quarters compared to 24.2 percent for the 2022 first three quarters, primarily due to the current year release of tax reserves and the prior year expense from the completion of tax audits, partially offset by the shift in earnings to jurisdictions with higher tax rates.

Our unrecognized tax benefit balance decreased by $101 million to $154 million at September 30, 2023 from $255 million at December 31, 2022, primarily due to the completion of a prior year tax audit. Our unrecognized tax benefit balance included $143 million at September 30, 2023 and $241 million at December 31, 2022 of tax positions that, if recognized, would impact our effective tax rate. It is reasonably possible that within the next 12 months we will reach resolution of income tax examinations in one or more jurisdictions. The actual amount of any change to our unrecognized tax benefits could vary depending on the timing and nature of the settlement. Therefore, an estimate of the change cannot be provided.

We file income tax returns, including returns for our subsidiaries, in various jurisdictions around the world. The U.S. Internal Revenue Service (“IRS”) has examined our federal income tax returns, and as of September 30, 2023, we have settled all issues for tax years through 2019. Our 2020 through 2023 tax year audits are currently ongoing. Various foreign, state, and local income tax returns are also under examination by the applicable taxing authorities.

We paid cash for income taxes, net of refunds, of $669 million in the 2023 first three quarters and $341 million in the 2022 first three quarters.

NOTE 5. COMMITMENTS AND CONTINGENCIES

Guarantees

We present the maximum potential amount of our future guarantee fundings and the carrying amount of our liability for our debt service, operating profit, and other guarantees (excluding contingent purchase obligations) for which we are the primary obligor at September 30, 2023 in the following table:

(in millions) Guarantee Type						Maximum Potential Amount of Future Fundings						Recorded Liability for Guarantees
Debt service						$	57					$	6
Operating profit						146						79
Other						18						4
						$	221					$	89

Our maximum potential guarantees listed in the preceding table include $41 million of operating profit guarantees that will not be in effect until the underlying properties open and we begin to operate the properties or certain other events occur.

Contingent Purchase Obligation

Sheraton Grand Chicago. In 2017, we granted the owner a one-time right to require us to purchase the leasehold interest in the land and the hotel for $300 million in cash (the “put option”). In the 2021 third quarter, we entered into an amendment with the owner to move the exercise period of the put option from the 2022 first half to the 2024 first half. If the owner exercises the put option, the closing is expected to occur in the 2024 fourth quarter, and we have the option to purchase, at the same time the put transaction closes, the fee simple interest in the underlying land for an additional $200 million in cash. We account for the put option as a guarantee, and our recorded liability was $300 million at September 30, 2023 and December 31, 2022.

Starwood Data Security Incident

Description of Event

On November 30, 2018, we announced a data security incident involving unauthorized access to the Starwood reservations database (the “Data Security Incident”). Working with leading security experts, we determined that there was unauthorized access to the Starwood network since 2014 and that an unauthorized party had copied information from the Starwood reservations database and taken steps towards removing it. We discontinued use of the Starwood reservations database for business operations at the end of 2018.

Litigation, Claims, and Government Investigations

Following our announcement of the Data Security Incident, approximately 100 lawsuits were filed by consumers and others against us in U.S. federal, U.S. state and Canadian courts related to the incident. The plaintiffs in the cases that remain pending, who generally purport to represent various classes of consumers, generally claim to have been harmed by alleged actions and/or omissions by the Company in connection with the Data Security Incident and assert a variety of common law and statutory claims seeking monetary damages, injunctive relief, costs and attorneys’ fees, and other related relief. The active U.S. cases are consolidated in the U.S. District Court for the District of Maryland (the “District Court”), pursuant to orders of the U.S. Judicial Panel on Multidistrict Litigation (the “MDL”). The District Court granted in part and denied in part class certification of various U.S. groups of consumers. In August 2023, the U.S. Court of Appeals for the Fourth Circuit vacated the District Court’s class certification decision because the District Court failed to first consider the effect of a class-action waiver signed by all putative class members. The Fourth Circuit remanded for further proceedings consistent with its opinion. A case brought by the City of Chicago (which is consolidated in the MDL proceeding) also remains pending. The Canadian cases have effectively been consolidated into a single case in the province of Ontario. We dispute the allegations in these lawsuits and are vigorously defending against such claims.

In addition, various U.S. federal, U.S. state and foreign governmental authorities made inquiries, opened investigations, or requested information and/or documents related to the Data Security Incident and related matters. Although some of these matters have been resolved or no longer appear to be active, some remain open. We are in discussions with the Attorney General offices from 49 states and the District of Columbia and the Federal Trade Commission. Based on the ongoing discussions, we believe it is probable that we will incur losses, and as of September 30, 2023, we have an accrual for an estimated loss contingency, which is not material to our Financial Statements.

While we believe it is reasonably possible that we may incur losses in excess of the amounts recorded associated with the above described MDL proceedings and regulatory investigations related to the Data Security Incident, it is not possible to reasonably estimate the amount of such losses or range of loss that might result from adverse judgments, settlements, fines, penalties or other resolution of these proceedings and investigations based on: (1) in the case of the above described MDL proceedings, the current stage of these proceedings, the absence of specific allegations as to alleged damages, the uncertainty as to the certification of a class or classes and the size of any certified class, and the lack of resolution of significant factual and legal issues; and (2) in the case of the above described regulatory investigations, the lack of resolution with the Federal Trade Commission and the state Attorneys General.

NOTE 6. LONG-TERM DEBT

We provide detail on our long-term debt balances, net of discounts, premiums, and debt issuance costs, in the following table as of September 30, 2023 and year-end 2022:

(in millions)			September 30, 2023						December 31, 2022
Senior Notes:
Series P Notes, interest rate of 3.8%, face amount of $350, maturing October 1, 2025 (effective interest rate of 4.0%)			$	348					$	348
Series R Notes, interest rate of 3.1%, face amount of $750, maturing June 15, 2026 (effective interest rate of 3.3%)			747						747
Series U Notes, interest rate of 3.1%, face amount of $291, matured February 15, 2023 (effective interest rate of 3.1%)			—						291
Series V Notes, interest rate of 3.8%, face amount of $318, maturing March 15, 2025 (effective interest rate of 2.8%)			322						324
Series W Notes, interest rate of 4.5%, face amount of $278, maturing October 1, 2034 (effective interest rate of 4.1%)			289						289
Series X Notes, interest rate of 4.0%, face amount of $450, maturing April 15, 2028 (effective interest rate of 4.2%)			446						446
Series Z Notes, interest rate of 4.2%, face amount of $350, maturing December 1, 2023 (effective interest rate of 4.4%)			350						349
Series AA Notes, interest rate of 4.7%, face amount of $300, maturing December 1, 2028 (effective interest rate of 4.8%)			298						298
Series CC Notes, interest rate of 3.6%, face amount of $550, maturing April 15, 2024 (effective interest rate of 3.9%)			540						531
Series EE Notes, interest rate of 5.8%, face amount of $600, maturing May 1, 2025 (effective interest rate of 6.0%)			598						596
Series FF Notes, interest rate of 4.6%, face amount of $1,000, maturing June 15, 2030 (effective interest rate of 4.8%)			989						988
Series GG Notes, interest rate of 3.5%, face amount of $1,000, maturing October 15, 2032 (effective interest rate of 3.7%)			988						987
Series HH Notes, interest rate of 2.9%, face amount of $1,100, maturing April 15, 2031 (effective interest rate of 3.0%)			1,091						1,090
Series II Notes, interest rate of 2.8%, face amount of $700, maturing October 15, 2033 (effective interest rate of 2.8%)			694						694
Series JJ Notes, interest rate of 5.0%, face amount of $1,000, maturing October 15, 2027 (effective interest rate of 5.4%)			986						984
Series KK Notes, interest rate of 4.9%, face amount of $800, maturing April 15, 2029 (effective interest rate of 5.3%)			785						—
Series LL Notes, interest rate of 5.5%, face amount of $450, maturing September 15, 2026 (effective interest rate of 5.9%)			444						—
Series MM Notes, interest rate of 5.6%, face amount of $700, maturing October 15, 2028 (effective interest rate of 5.9%)			691						—
Commercial paper			973						871
Credit Facility			—						—
Finance lease obligations			133						139
Other			56						92
			$	11,768					$	10,064
Less current portion			(898)						(684)
			$	10,870					$	9,380

We paid cash for interest, net of amounts capitalized, of $266 million in the 2023 first three quarters and $203 million in the 2022 first three quarters.

In September 2023, we issued $450 million aggregate principal amount of 5.45 percent Series LL Notes due September 15, 2026 (the “Series LL Notes”) and $700 million aggregate principal amount of 5.55 percent Series MM Notes due October 15, 2028 (the “Series MM Notes”). We will pay interest on the Series LL Notes in March and September of each year, commencing in March 2024, and we will pay interest on the Series MM Notes in April and October of each year, commencing in April 2024. We received net proceeds of approximately $1.135 billion from the offering of the Series LL Notes and Series MM Notes, after deducting the underwriting discount and estimated expenses, which were made available for general corporate purposes, including working capital, capital expenditures, acquisitions, stock repurchases, or repayment of outstanding indebtedness.

In March 2023, we issued $800 million aggregate principal amount of 4.90 percent Series KK Notes due April 15, 2029 (the “Series KK Notes”). We pay interest on the Series KK Notes in April and October of each year, commencing in October 2023. We received net proceeds of approximately $783 million from the offering of the Series KK Notes, after deducting the underwriting discount and expenses, which were made available for general corporate purposes, including working capital, capital expenditures, acquisitions, stock repurchases, or repayment of outstanding indebtedness.

We are party to a $4.5 billion multicurrency revolving credit agreement (the “Credit Facility”). Available borrowings under the Credit Facility support our commercial paper program and general corporate needs. Borrowings under the Credit Facility generally bear interest at SOFR (the Secured Overnight Financing Rate) plus a spread based on our public debt rating. We also pay quarterly fees on the Credit Facility at a rate based on our public debt rating. We classify outstanding borrowings under the Credit Facility and outstanding commercial paper borrowings as long-term based on our ability and intent to refinance the outstanding borrowings on a long-term basis. The Credit Facility expires on December 14, 2027.

NOTE 7. ACQUISITION

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.

NOTE 8. FAIR VALUE OF FINANCIAL INSTRUMENTS

We believe that the fair values of our current assets and current liabilities approximate their reported carrying amounts. We present the carrying amounts and the fair values of noncurrent financial assets and liabilities that qualify as financial instruments in the following table:

			September 30, 2023												December 31, 2022
(in millions)			Carrying Amount						Fair Value						Carrying Amount						Fair Value
Senior, mezzanine, and other loans			$	159					$	147					$	152					$	142
Total noncurrent financial assets			$	159					$	147					$	152					$	142
Senior Notes			$	(9,716)					$	(8,920)					$	(8,322)					$	(7,627)
Commercial paper			(973)						(973)						(871)						(871)
Other long-term debt			(56)						(50)						(56)						(49)
Other noncurrent liabilities			(371)						(371)						(394)						(394)
Total noncurrent financial liabilities			$	(11,116)					$	(10,314)					$	(9,643)					$	(8,941)

See Note 12. Fair Value of Financial Instruments and the “Fair Value Measurements” caption of Note 2. Summary of Significant Accounting Policies of our 2022 Form 10-K for more information on the input levels we use in determining fair value.

NOTE 9. ACCUMULATED OTHER COMPREHENSIVE LOSS AND STOCKHOLDERS’ EQUITY

The following tables detail the accumulated other comprehensive loss activity for the 2023 first three quarters and 2022 first three quarters:

(in millions)			Foreign Currency Translation Adjustments						Other Adjustments												Accumulated Other Comprehensive Loss
Balance at year-end 2022			$	(740)					$	11											$	(729)
Other comprehensive (loss) income before reclassifications (1)			(129)						11												(118)
Reclassification adjustments			(3)						1												(2)
Net other comprehensive (loss) income			(132)						12												(120)
Balance at September 30, 2023			$	(872)					$	23											$	(849)

(in millions)			Foreign Currency Translation Adjustments						Other Adjustments																		Accumulated Other Comprehensive Loss
Balance at year-end 2021			$	(351)					$	9																	$	(342)
Other comprehensive (loss) income before reclassifications (1)			(653)						9																		(644)
Reclassification adjustments			—						(4)																		(4)
Net other comprehensive (loss) income			(653)						5																		(648)
Balance at September 30, 2022			$	(1,004)					$	14																	$	(990)

(1)Other comprehensive loss before reclassifications for foreign currency translation adjustments includes intra-entity foreign currency transactions that are of a long-term investment nature, which resulted in losses of $1 million for the 2023 first three quarters and gains of $76 million for the 2022 first three quarters.

The following tables detail the changes in common shares outstanding and stockholders’ equity for the 2023 first three quarters and 2022 first three quarters:

(in millions, except per share amounts)
Common Shares Outstanding									Total						Class A Common Stock						Additional Paid-in-Capital						Retained Earnings						Treasury Stock, at Cost						Accumulated Other Comprehensive Loss
310.6						Balance at year-end 2022			$	568					$	5					$	5,965					$	12,342					$	(17,015)					$	(729)
—						Net income			757						—						—						757						—						—
—						Other comprehensive income			82						—						—						—						—						82
—						Dividends ($0.40 per share)			(124)						—						—						(124)						—						—
0.9						Stock-based compensation plans			(34)						—						(59)						—						25						—
(6.8)						Purchase of treasury stock			(1,109)						—						—						—						(1,109)						—
304.7						Balance at March 31, 2023			$	140					$	5					$	5,906					$	12,975					$	(18,099)					$	(647)
—						Net income			726						—						—						726						—						—
—						Other comprehensive loss			(69)						—						—						—						—						(69)
—						Dividends ($0.52 per share)			(157)						—						—						(157)						—						—
0.1						Stock-based compensation plans			48						—						46						—						2						—
(5.2)						Purchase of treasury stock			(912)						—						—						—						(912)						—
299.6						Balance at June 30, 2023			$	(224)					$	5					$	5,952					$	13,544					$	(19,009)					$	(716)
—						Net income			752						—						—						752						—						—
—						Other comprehensive loss			(133)						—						—						—						—						(133)
—						Dividends ($0.52 per share)			(154)						—						—						(154)						—						—
0.4						Stock-based compensation plans			56						—						44						—						12						—
(4.8)						Purchase of treasury stock			(958)						—						—						—						(958)						—
295.2						Balance at September 30, 2023			$	(661)					$	5					$	5,996					$	14,142					$	(19,955)					$	(849)

Common Shares Outstanding									Total						Class A Common Stock						Additional Paid-in-Capital						Retained Earnings						Treasury Stock, at Cost						Accumulated Other Comprehensive Loss
326.3						Balance at year-end 2021			$	1,414					$	5					$	5,892					$	10,305					$	(14,446)					$	(342)
—						Net income			377						—						—						377						—						—
—						Other comprehensive income			14						—						—						—						—						14
1.0						Stock-based compensation plans			(33)						—						(61)						—						28						—
327.3						Balance at March 31, 2022			$	1,772					$	5					$	5,831					$	10,682					$	(14,418)					$	(328)
—						Net income			678						—						—						678						—						—
—						Other comprehensive loss			(323)						—						—						—						—						(323)
—						Dividends ($0.30 per share)			(98)						—						—						(98)						—						—
—						Stock-based compensation plans			43						—						41						—						2						—
(1.9)						Purchase of treasury stock			(300)						—						—						—						(300)						—
325.4						Balance at June 30, 2022			$	1,772					$	5					$	5,872					$	11,262					$	(14,716)					$	(651)
—						Net income			630												—						630						—						—
—						Other comprehensive loss			(339)						—						—						—						—						(339)
—						Dividends ($0.30 per share)			(97)						—						—						(97)						—						—
0.1						Stock-based compensation plans			47						—						47						—						—						—
(6.2)						Purchase of treasury stock			(950)						—						—						—						(950)						—
319.3						Balance at September 30, 2022			$	1,063					$	5					$	5,919					$	11,795					$	(15,666)					$	(990)

NOTE 10. CONTRACTS WITH CUSTOMERS

Our current and noncurrent liability for guest loyalty program increased by $200 million, to $6,794 million at September 30, 2023, from $6,594 million at December 31, 2022, primarily reflecting an increase in points earned by members. This includes a $91 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. The increase was partially offset by $2,325 million of revenue recognized in the 2023 first three quarters, that was deferred as of December 31, 2022.

Our current and noncurrent deferred revenue decreased by $113 million, to $1,218 million at September 30, 2023, from $1,331 million at December 31, 2022, primarily as a result of $213 million of revenue recognized in the 2023 first three quarters 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 above*.* The decrease was partially offset by revenue deferred in the 2023 first three quarters related to our co-branded credit cards, gift cards, franchise application and relicensing fees, and certain centralized programs and services fees.

Our allowance for credit losses decreased to $189 million at September 30, 2023 from $191 million at December 31, 2022.

NOTE 11. BUSINESS SEGMENTS

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

We evaluate the performance of our operating segments using “segment profits,” which is based largely on the results of the segment without allocating corporate expenses, income taxes, indirect general, administrative, and other expenses, or merger-related costs. We assign gains and losses, equity in earnings or losses, and direct general, administrative, and other expenses to each of our segments. “Unallocated corporate and other” includes a portion of our revenues (such as fees we receive from our credit card programs and vacation ownership licensing agreements), revenues and expenses for our Loyalty Program, general, administrative, and other expenses, merger-related charges and other expenses, equity in earnings or losses, and other gains or losses that we do not allocate to our segments.

Our chief operating decision maker monitors assets for the consolidated Company but does not use assets by operating segment when assessing performance or making operating segment resource allocations.

Segment Revenues

The following tables present our revenues disaggregated by segment and major revenue stream for the 2023 third quarter, 2022 third quarter, 2023 first three quarters, and 2022 first three quarters:

			Three Months Ended September 30, 2023																		Three Months Ended September 30, 2022
(in millions)			U.S. & Canada						International												Total						U.S. & Canada						International									Total
Gross fee revenues			$	690					$	319											$	1,009					$	649					$	241								$	890
Contract investment amortization			(16)						(6)												(22)						(16)						(6)									(22)
Net fee revenues			674						313												987						633						235									868
Owned, leased, and other revenue			94						235												329						114						205									319
Cost reimbursement revenue			3,565						577												4,142						3,253						468									3,721
Total reportable segment revenue			$	4,333					$	1,125											$	5,458					$	4,000					$	908								$	4,908
Unallocated corporate and other																					470																					405
Total revenue																					$	5,928																				$	5,313

			Nine Months Ended September 30, 2023																		Nine Months Ended September 30, 2022
(in millions)			U.S. & Canada						International												Total						U.S. & Canada						International						Total
Gross fee revenues			$	2,113					$	924											$	3,037					$	1,821					$	630					$	2,451
Contract investment amortization			(49)						(16)												(65)						(45)						(20)						(65)
Net fee revenues			2,064						908												2,972						1,776						610						2,386
Owned, leased, and other revenue			327						691												1,018						330						575						905
Cost reimbursement revenue			10,722						1,658												12,380						9,282						1,273						10,555
Total reportable segment revenue			$	13,113					$	3,257											$	16,370					$	11,388					$	2,458					$	13,846
Unallocated corporate and other																					1,248																		1,004
Total revenue																					$	17,618																	$	14,850

Segment Profits

			Three Months Ended												Nine Months Ended
(in millions)			September 30, 2023						September 30, 2022						September 30, 2023						September 30, 2022
U.S. & Canada			$	707					$	652					$	2,120					$	1,833
International			318						227						865						568
Unallocated corporate and other			103						83						203						92
Interest expense, net of interest income			(139)						(93)						(391)						(270)
Provision for income taxes			(237)						(239)						(562)						(538)
Net income			$	752					$	630					$	2,235					$	1,685