Marriott International 10-Q 2025-09-30

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, 2025

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: 268,351,795 shares of Class A Common Stock, par value $0.01 per share, outstanding at October 27, 2025.

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			16
			Cautionary Statement			16
Item 3.			Quantitative and Qualitative Disclosures About Market Risk			24
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 and Use of Proceeds			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, 2025						September 30, 2024						September 30, 2025						September 30, 2024
REVENUES
Base management fees			$	314					$	312					$	979					$	955
Franchise fees			876						812						2,482						2,318
Incentive management fees			148						159						552						563
Gross fee revenues			1,338						1,283						4,013						3,836
Contract investment amortization			(29)						(26)						(86)						(76)
Net fee revenues			1,309						1,257						3,927						3,760
Owned, leased, and other revenue			420						381						1,222						1,133
Cost reimbursement revenue			4,760						4,617						14,347						13,778
			6,489						6,255						19,496						18,671
OPERATING COSTS AND EXPENSES
Owned, leased, and other - direct			326						300						950						882
Depreciation, amortization, and other			50						45						154						137
General, administrative, and other			234						276						724						785
Restructuring and merger-related (recoveries) charges, and other			(40)						9						(31)						25
Reimbursed expenses			4,739						4,681						14,335						13,827
			5,309						5,311						16,132						15,656
OPERATING INCOME			1,180						944						3,364						3,015
Gains and other income, net			3						7						6						15
Interest expense			(206)						(179)						(601)						(515)
Interest income			12						11						33						30
Equity in earnings			5						3						10						8
INCOME BEFORE INCOME TAXES			994						786						2,812						2,553
Provision for income taxes			(266)						(202)						(656)						(633)
NET INCOME			$	728					$	584					$	2,156					$	1,920
EARNINGS PER SHARE
Earnings per share – basic			$	2.68					$	2.08					$	7.86					$	6.71
Earnings per share – diluted			$	2.67					$	2.07					$	7.84					$	6.69

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, 2025						September 30, 2024						September 30, 2025						September 30, 2024
Net income			$	728					$	584					$	2,156					$	1,920
Other comprehensive income (loss)
Foreign currency translation adjustments			(6)						209						414						(62)
Other adjustments, net of tax			7						(18)						(24)						(5)
Total other comprehensive income (loss), net of tax			1						191						390						(67)
Comprehensive income			$	729					$	775					$	2,546					$	1,853

See Notes to Condensed Consolidated Financial Statements.

MARRIOTT INTERNATIONAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions)

			(Unaudited)
			September 30, 2025						December 31, 2024
ASSETS
Current assets
Cash and equivalents			$	678					$	396
Accounts and notes receivable, net			3,101						2,795
Prepaid expenses and other			332						294
			4,111						3,485
Property and equipment, net			1,917						1,833
Intangible assets
Brands			6,188						5,770
Contract acquisition costs and other			4,015						3,718
Goodwill			8,886						8,731
			19,089						18,219
Equity method investments			298						298
Notes receivable, net			153						136
Deferred tax assets			571						650
Operating lease assets			947						845
Other noncurrent assets			747						716
			$	27,833					$	26,182
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Current portion of long-term debt			$	1,557					$	1,309
Accounts payable			759						763
Accrued payroll and benefits			1,323						1,449
Liability for guest loyalty program			3,550						3,487
Accrued expenses and other			1,609						1,641
			8,798						8,649
Long-term debt			14,442						13,138
Liability for guest loyalty program			4,270						4,032
Deferred tax liabilities			117						81
Deferred revenue			1,158						1,103
Operating lease liabilities			887						794
Other noncurrent liabilities			1,280						1,377
Stockholders’ deficit
Class A Common Stock

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Cautionary Statement

All statements in this report are made as of the date this Form 10-Q is filed with the U.S. Securities and Exchange Commission (the “SEC”). We undertake no obligation to publicly update or revise these statements, whether as a result of new information, future events or otherwise. We make forward-looking statements in Management’s Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this

report based on the beliefs and assumptions of our management and on information available to us through the date this Form 10-Q is filed with the SEC. Forward-looking statements include information related to our development pipeline; our expectations regarding rooms growth; our expectations regarding our ability to meet our liquidity requirements; our capital expenditures and other investment spending and reimbursement expectations; our expectations regarding future dividends and share repurchases; our expectations regarding certain claims, legal proceedings, settlements or resolutions; our expectations regarding additional payments to citizenM Holding BV and certain of its affiliates and the integration of the citizenM hotels into our system and platforms; and other statements that are preceded by, followed by, or include the words “believes,” “expects,” “anticipates,” “intends,” “plans,” “estimates,” “foresees,” or similar expressions; and similar statements concerning anticipated future events and expectations that are not historical facts.

We caution you that these statements are not guarantees of future performance and are subject to numerous evolving risks and uncertainties that we may not be able to accurately predict or assess, including uncertainty resulting from economic, political or other global, national, and regional conditions and events, including related to tariffs, trade, travel and other policies; the risks and uncertainties we describe in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (“2024 Form 10-K”); Part II, Item 1A of this report; and other factors we describe from time to time in our periodic filings with the SEC.

BUSINESS AND OVERVIEW

Overview

We are a worldwide operator, franchisor, and licensor of hotel, residential, timeshare, and other lodging properties under more than 30 brand names. We discuss our operations in the following reportable business segments: (1) U.S. & Canada, (2) Europe, Middle East & Africa (“EMEA”), (3) Greater China, and (4) Asia Pacific excluding China (“APEC”). Our Caribbean & Latin America (“CALA”) operating segment does not meet the applicable accounting criteria for separate disclosure as a reportable business segment, and as such, we include its results in “Unallocated corporate and other.”

Under our asset-light business model, we typically manage or franchise hotels and other lodging offerings, rather than own them. 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. In many cases (particularly in our U.S. & Canada, Europe, and CALA regions), incentive management fees are subject to a specified owner return. 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. Additionally, we earn fees for other uses of our intellectual property, including primarily co-branded credit card fees, as well as residential branding fees and certain other licensing fees.

Performance Measures

We believe Revenue per Available Room (“RevPAR”), which we calculate by dividing property level room revenue by total rooms available for the period, is a meaningful indicator of our performance because it measures the period-over-period change in room revenues. RevPAR may not be comparable to similarly titled measures, such as revenues, and should not be viewed as necessarily correlating with our fee revenue. We also believe occupancy and average daily rate (“ADR”), which are components of calculating RevPAR, are meaningful indicators of our performance. Occupancy, which we calculate by dividing total rooms sold by total rooms available for the period, measures the utilization of a property’s available capacity. ADR, which we calculate by dividing property level room revenue by total rooms sold, measures average room price and is useful in assessing pricing levels. Unless otherwise stated, RevPAR, occupancy, and ADR statistics are on a systemwide basis for comparable properties, and all changes refer to year-over-year changes for the comparable period. Comparisons to prior periods are on a constant U.S. dollar basis, which we calculate by applying exchange rates for the current period to the prior

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.

We define our comparable properties as hotels in our system that were open and operating under one of our brands since the beginning of the last full calendar year (since January 1, 2024 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. Our comparable properties also exclude MGM Collection with Marriott Bonvoy, Design Hotels, The Ritz-Carlton Yacht Collection, residences, and timeshare properties.

Business Trends

In the 2025 third quarter, worldwide RevPAR increased 0.5 percent, driven by ADR growth of 0.9 percent. In the 2025 first three quarters, worldwide RevPAR increased 2.0 percent, driven by ADR growth of 1.9 percent.

In the U.S. & Canada, RevPAR decreased 0.4 percent in the 2025 third quarter and increased 0.9 percent in the 2025 first three quarters, reflecting strong demand at our luxury hotels, offset by weaker business transient demand at our select service hotels largely driven by softness in government travel. The RevPAR decrease in the 2025 third quarter was also driven by weaker group demand.

In our International regions, RevPAR grew 2.6 percent in the 2025 third quarter and 4.6 percent in the 2025 first three quarters, reflecting higher demand in APEC, EMEA, and CALA. In Greater China, RevPAR was unchanged in the 2025 third quarter and decreased 0.6 percent in the 2025 first three quarters, reflecting soft macro-economic conditions.

Starwood Data Security Incident

On November 30, 2018, we announced a data security incident involving unauthorized access to the Starwood reservations database (the “Data Security Incident”). 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 recorded; however, we do not believe this incident will impact our long-term financial health. See Note 6 for additional information related to legal proceedings, investigations, and insurance recoveries related to the Data Security Incident.

System Growth and Pipeline

At the end of the 2025 third quarter, our system had 9,721 properties (1,753,722 rooms), compared to 9,361 properties (1,706,331 rooms) at year-end 2024 and 9,068 properties (1,674,600 rooms) at the end of the 2024 third quarter. In the 2025 first three quarters, we added roughly 47,400 net rooms.

At the end of the 2025 third quarter, we had approximately 3,900 properties and over 596,000 rooms in our development pipeline, which included nearly 36,000 rooms approved for development but not yet under signed contracts. Our development pipeline included over 250,000 rooms, or 42 percent, that were under construction or in the process of converting to our system at the end of the 2025 third quarter. Over half of the rooms in our quarter-end development pipeline are located outside U.S. & Canada.

We currently expect full year 2025 net rooms growth to approach 5 percent, including the rooms associated with the citizenM brand acquisition discussed in Note 2, which are not reflected in the property and room count or development pipeline discussed above.

Properties and Rooms

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

			Properties																								Rooms
			September 30, 2025						September 30, 2024						vs. September 30, 2024												September 30, 2025						September 30, 2024						vs. September 30, 2024
Managed			1,961						1,999						(38)						(2)		%				565,482						572,731						(7,249)						(1)		%
Franchised/Licensed/Other (1)			7,569						6,888						681						10		%				1,158,003						1,074,361						83,642						8		%
Owned/Leased			50						50						—						—		%				14,206						13,108						1,098						8		%
Residential			141						131						10						8		%				16,031						14,400						1,631						11		%
Total			9,721						9,068						653						7		%				1,753,722						1,674,600						79,122						5		%

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

Lodging Statistics

The following tables present RevPAR, occupancy, and ADR statistics for comparable properties. Systemwide statistics include data from our franchised properties, in addition to our company-operated properties.

			Three Months Ended September 30, 2025 and Change vs. Three Months Ended September 30, 2024
			RevPAR												Occupancy															Average Daily Rate
			2025						vs. 2024						2025						vs. 2024									2025						vs. 2024
Comparable Company-Operated Properties
U.S. & Canada			$	176.99					0.2		%				69.7		%				(1.4)		%	pts.						$	253.84					2.1		%
Europe			$	302.51					2.1		%				79.1		%				1.9		%	pts.						$	382.64					(0.3)		%
Middle East & Africa			$	102.91					7.5		%				66.1		%				1.9		%	pts.						$	155.59					4.4		%
Greater China			$	83.97					0.1		%				71.2		%				0.6		%	pts.						$	117.92					(0.8)		%
Asia Pacific excluding China			$	121.91					3.8		%				71.4		%				0.7		%	pts.						$	170.66					2.9		%
Caribbean & Latin America			$	150.77					2.5		%				63.0		%				(0.3)		%	pts.						$	239.19					2.9		%
International - All (1)			$	122.90					2.8		%				70.6		%				0.9		%	pts.						$	174.00					1.5		%
Worldwide (2)			$	145.14					1.5		%				70.3		%				—		%	pts.						$	206.57					1.5		%
Comparable Systemwide Properties
U.S. & Canada			$	135.85					(0.4)		%				72.2		%				(0.8)		%	pts.						$	188.25					0.8		%
Europe			$	201.98					0.8		%				77.2		%				0.4		%	pts.						$	261.49					0.3		%
Middle East & Africa			$	98.47					8.7		%				66.5		%				1.9		%	pts.						$	147.98					5.5		%
Greater China			$	77.24					—		%				69.3		%				0.3		%	pts.						$	111.50					(0.4)		%
Asia Pacific excluding China			$	126.71					4.7		%				72.8		%				1.2		%	pts.						$	174.00					3.0		%
Caribbean & Latin America			$	106.99					2.8		%				61.5		%				0.7		%	pts.						$	173.92					1.6		%
International - All (1)			$	122.66					2.6		%				70.3		%				0.8		%	pts.						$	174.44					1.4		%
Worldwide (2)			$	131.43					0.5		%				71.5		%				(0.3)		%	pts.						$	183.71					0.9		%

			Nine Months Ended September 30, 2025 and Change vs. Nine Months Ended September 30, 2024
			RevPAR												Occupancy															Average Daily Rate
			2025						vs. 2024						2025						vs. 2024									2025						vs. 2024
Comparable Company-Operated Properties
U.S. & Canada			$	184.92					2.3		%				70.0		%				(0.2)		%	pts.						$	264.26					2.6		%
Europe			$	241.03					3.4		%				72.8		%				2.4		%	pts.						$	331.09					—		%
Middle East & Africa			$	127.78					8.3		%				68.3		%				2.1		%	pts.						$	187.07					4.9		%
Greater China			$	81.34					(0.7)		%				68.2		%				0.6		%	pts.						$	119.32					(1.6)		%
Asia Pacific excluding China			$	125.44					7.4		%				70.7		%				1.1		%	pts.						$	177.39					5.8		%
Caribbean & Latin America			$	193.67					7.4		%				66.2		%				—		%	pts.						$	292.51					7.4		%
International - All (1)			$	123.77					4.6		%				69.2		%				1.1		%	pts.						$	178.81					2.9		%
Worldwide (2)			$	148.94					3.4		%				69.5		%				0.6		%	pts.						$	214.22					2.5		%
Comparable Systemwide Properties
U.S. & Canada			$	134.04					0.9		%				70.7		%				(0.4)		%	pts.						$	189.65					1.5		%
Europe			$	162.54					3.4		%				71.2		%				1.8		%	pts.						$	228.21					0.7		%
Middle East & Africa			$	118.80					9.1		%				67.9		%				2.1		%	pts.						$	175.01					5.8		%
Greater China			$	74.94					(0.6)		%				66.7		%				0.4		%	pts.						$	112.42					(1.3)		%
Asia Pacific excluding China			$	128.43					8.1		%				71.6		%				1.4		%	pts.						$	179.30					5.9		%
Caribbean & Latin America			$	128.14					4.6		%				63.2		%				(0.3)		%	pts.						$	202.74					5.1		%
International - All (1)			$	119.35					4.6		%				68.4		%				1.1		%	pts.						$	174.48					3.0		%
Worldwide (2)			$	129.13					2.0		%				69.9		%				0.1		%	pts.						$	184.69					1.9		%

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

(2)Includes U.S. & Canada and International - All.

CONSOLIDATED RESULTS

The discussion below presents an analysis of our consolidated results of operations for the 2025 third quarter compared to the 2024 third quarter and for the 2025 first three quarters compared to the 2024 first three quarters. Also see the “Business Trends” section above for further discussion.

Fee Revenues

			Three Months Ended																								Nine Months Ended
($ in millions)			September 30, 2025						September 30, 2024						Change 2025 vs. 2024												September 30, 2025						September 30, 2024						Change 2025 vs. 2024
Base management fees			$	314					$	312					$	2					1		%				$	979					$	955					$	24					3		%
Franchise fees			876						812						64						8		%				2,482						2,318						164						7		%
Incentive management fees			148						159						(11)						(7)		%				552						563						(11)						(2)		%
Gross fee revenues			1,338						1,283						55						4		%				4,013						3,836						177						5		%
Contract investment amortization			(29)						(26)						(3)						(12)		%				(86)						(76)						(10)						(13)		%
Net fee revenues			$	1,309					$	1,257					$	52					4		%				$	3,927					$	3,760					$	167					4		%

The increase in base management fees in the 2025 first three quarters primarily reflected higher RevPAR and rooms growth ($18 million).

The increase in franchise fees in the 2025 third quarter and 2025 first three quarters primarily reflected rooms growth ($25 million and $69 million, respectively) and higher co-branded credit card and other brand-related fees ($34 million and $85 million, respectively).

Owned, Leased, and Other

			Three Months Ended																								Nine Months Ended
($ in millions)			September 30, 2025						September 30, 2024						Change 2025 vs. 2024												September 30, 2025						September 30, 2024						Change 2025 vs. 2024
Owned, leased, and other revenue			$	420					$	381					$	39					10		%				$	1,222					$	1,133					$	89					8		%
Owned, leased, and other - direct expenses			326						300						26						9		%				950						882						68						8		%
Owned, leased, and other, net			$	94					$	81					$	13					16		%				$	272					$	251					$	21					8		%

Owned, leased, and other revenue, net of direct expenses, increased in the 2025 third quarter and 2025 first three quarters primarily due to the inclusion of results from the Sheraton Grand Chicago hotel, which was acquired in the fourth quarter of the prior year.

Cost Reimbursements

			Three Months Ended																								Nine Months Ended
($ in millions)			September 30, 2025						September 30, 2024						Change 2025 vs. 2024												September 30, 2025						September 30, 2024						Change 2025 vs. 2024
Cost reimbursement revenue			$	4,760					$	4,617					$	143					3		%				$	14,347					$	13,778					$	569					4		%
Reimbursed expenses			4,739						4,681						58						1		%				14,335						13,827						508						4		%
Cost reimbursements, net			$	21					$	(64)					$	85					133		%				$	12					$	(49)					$	61					124		%

Cost reimbursements, net (cost reimbursement revenue, net of reimbursed expenses) varies due to timing differences between the costs we incur for centralized programs and services and the related reimbursements we receive from hotel owners and certain other counterparties. Over the long term, our centralized programs and services are not designed to impact our economics, either positively or negatively.

The increase in cost reimbursements, net in the 2025 third quarter and 2025 first three quarters primarily reflected lower expenses related to our insurance program and higher Loyalty Program revenues, partially offset by higher expenses, net of revenues for many of our centralized programs and services.

Other Operating Expenses

			Three Months Ended																								Nine Months Ended
($ in millions)			September 30, 2025						September 30, 2024						Change 2025 vs. 2024												September 30, 2025						September 30, 2024						Change 2025 vs. 2024
Depreciation, amortization, and other			$	50					$	45					$	5					11		%				$	154					$	137					$	17					12		%
General, administrative, and other			234						276						(42)						(15)		%				724						785						(61)						(8)		%
Restructuring and merger-related (recoveries) charges, and other			(40)						9						(49)						(544)		%				(31)						25						(56)						(224)		%

General, administrative, and other expenses decreased in the 2025 third quarter primarily due to lower guarantee reserves ($22 million). General, administrative, and other expenses decreased in the 2025 first three quarters primarily due to lower compensation costs ($32 million) and lower guarantee reserves ($21 million).

Restructuring and merger-related (recoveries) charges, and other expenses changed in the 2025 third quarter and 2025 first three quarters primarily due to insurance recoveries related to the Data Security Incident discussed in Note 6.

Non-Operating Income (Expense)

			Three Months Ended																								Nine Months Ended
($ in millions)			September 30, 2025						September 30, 2024						Change 2025 vs. 2024												September 30, 2025						September 30, 2024						Change 2025 vs. 2024
Gains and other income, net			$	3					$	7					$	(4)					(57)		%				$	6					$	15					$	(9)					(60)		%
Interest expense			(206)						(179)						(27)						(15)		%				(601)						(515)						(86)						(17)		%
Interest income			12						11						1						9		%				33						30						3						10		%
Equity in earnings			5						3						2						67		%				10						8						2						25		%

Interest expense increased in the 2025 third quarter and 2025 first three quarters primarily due to higher debt balances driven by Senior Notes issuances, net of maturities ($32 million and $100 million, respectively).

Income Taxes

			Three Months Ended																								Nine Months Ended
($ in millions)			September 30, 2025						September 30, 2024						Change 2025 vs. 2024												September 30, 2025						September 30, 2024						Change 2025 vs. 2024
Provision for income taxes			$	(266)					$	(202)					$	(64)					(32)		%				$	(656)					$	(633)					$	(23)					(4)		%

Provision for income taxes increased in the 2025 third quarter primarily due to higher pre-tax income ($54 million).

Provision for income taxes increased in the 2025 first three quarters primarily due to higher pre-tax income ($67 million) and a shift in earnings to jurisdictions with higher tax rates ($41 million), partially offset by the current year release of tax reserves ($91 million).

BUSINESS SEGMENTS

The following discussion presents an analysis of the operating results of our reportable business segments for the 2025 third quarter compared to the 2024 third quarter and for the 2025 first three quarters compared to the 2024 first three quarters. Also see the “Business Trends” section above for further discussion.

			Three Months Ended																								Nine Months Ended
($ in millions)			September 30, 2025						September 30, 2024						Change 2025 vs. 2024												September 30, 2025						September 30, 2024						Change 2025 vs. 2024
U.S. & Canada
Segment net fee revenues			$	721					$	728					$	(7)					(1)		%				$	2,189					$	2,170					$	19					1		%
Segment profit			680						617						63						10		%				2,110						2,029						81						4		%
EMEA
Segment net fee revenues			167						150						17						11		%				445						415						30						7		%
Segment profit			158						152						6						4		%				389						386						3						1		%
Greater China
Segment net fee revenues			63						62						1						2		%				187						186						1						1		%
Segment profit			44						46						(2)						(4)		%				142						144						(2)						(1)		%
APEC
Segment net fee revenues			85						80						5						6		%				263						239						24						10		%
Segment profit			63						66						(3)						(5)		%				219						200						19						10		%

			Properties																								Rooms
			September 30, 2025						September 30, 2024						vs. September 30, 2024												September 30, 2025						September 30, 2024						vs. September 30, 2024
U.S. & Canada			6,383						6,090						293						5		%				1,060,795						1,030,074						30,721						3		%
EMEA			1,390						1,198						192						16		%				244,588						226,447						18,141						8		%
Greater China			663						572						91						16		%				184,614						168,692						15,922						9		%
APEC			659						606						53						9		%				148,079						137,568						10,511						8		%

In the 2025 first three quarters, segment net fee revenues grew in the U.S. & Canada, EMEA, and APEC, compared to 2024, primarily due to rooms growth and higher RevPAR (see the Lodging Statistics and Properties and Rooms tables above for more information).

Additionally, U.S. & Canada segment profits in the 2025 third quarter and 2025 first three quarters compared to the same periods in 2024 reflected higher cost reimbursement revenue, net of reimbursed expenses ($34 million and $28 million, respectively), higher owned, leased, and other revenue, net of direct expenses ($21 million and $24 million, respectively), and lower general, administrative, and other expenses ($19 million and $25 million, respectively). Owned, leased, and other revenue, net of direct expenses increased primarily due to the inclusion of results from the Sheraton Grand Chicago hotel, which was acquired in the fourth quarter of the prior year. General, administrative, and other expenses decreased primarily due to lower guarantee reserves.

LIQUIDITY AND CAPITAL RESOURCES

Our long-term financial objectives include maintaining diversified financing sources, optimizing the mix and maturity of our long-term debt, and reducing our working capital. At the end of the 2025 third quarter, including the effect of interest rate swaps, our total long-term debt (current and noncurrent) had a weighted average interest rate of 4.6 percent, a weighted average maturity of approximately 5.6 years, and a ratio of fixed-rate to total long-term debt of 0.9 to 1.0.

Sources of Liquidity

Our Credit Facility

We are party to a $4.5 billion multicurrency revolving credit agreement (as amended, the “Credit Facility”). Available borrowings under the Credit Facility support our commercial paper program and general corporate needs. U.S. dollar borrowings under the Credit Facility 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 (which generally have short-term maturities of 45 days or less) 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.

The Credit Facility contains certain covenants, including a single financial covenant that limits our maximum leverage (consisting of the ratio of Adjusted Total Debt to EBITDA, each as defined in the Credit Facility) to not more than 4.5 to 1.0. Our outstanding public debt does not contain a corresponding financial covenant or a requirement that we maintain certain financial ratios. We currently satisfy the covenants in our Credit Facility and public debt instruments, including the leverage covenant under the Credit Facility, and do not expect the covenants will restrict our ability to meet our anticipated borrowing and liquidity needs.

We monitor the status of the capital markets and regularly evaluate the effect that changes in capital market conditions may have on our ability to fund our liquidity needs. We believe the Credit Facility, and our access to capital markets, together with cash we expect to generate from operations, remain adequate to meet our liquidity requirements over the next 12 months and thereafter for the foreseeable future.

Commercial Paper

We issue commercial paper in the U.S. Because we do not have purchase commitments from buyers for our commercial paper, our ability to issue commercial paper is subject to market demand. We do not expect that fluctuations in the demand for commercial paper will affect our liquidity, given our borrowing capacity under the Credit Facility and access to capital markets.

Sources and Uses of Cash

Cash, cash equivalents, and restricted cash totaled $694 million at September 30, 2025, an increase of $269 million from year-end 2024, primarily due to long-term debt issuances, net of repayments ($2,479 million), net cash provided by operating activities ($2,383 million), and issuances of common stock for our employee stock purchase

plan ($92 million), partially offset by share repurchases ($2,300 million), net commercial paper repayments ($960 million), dividends paid ($539 million), capital and technology expenditures ($432 million), the citizenM asset acquisition ($349 million), and financing outflows for employee stock-based compensation withholding taxes ($111 million).

Our ratio of current assets to current liabilities was 0.5 to 1.0 at the end of the 2025 third quarter. We have significant borrowing capacity under our Credit Facility should we need additional working capital.

Capital Expenditures and Other Investments

We made capital and technology expenditures of $432 million in the 2025 first three quarters and $408 million in the 2024 first three quarters. We expect capital expenditures and other investments will total approximately $1,450 million for the 2025 full year, including capital and technology expenditures, loan advances, contract acquisition costs, and other investing activities. This estimate includes $349 million of investment spending related to the citizenM brand acquisition discussed in Note 2, but excludes any additional potential property or brand acquisitions, which we cannot forecast with sufficient accuracy and which may be significant. Our anticipated capital and technology expenditures include higher than typical spending on our worldwide technology systems transformation, the overwhelming portion of which we expect to be reimbursed over time, and renovations of hotels in our owned and leased portfolio.

Share Repurchases and Dividends

We repurchased 3.0 million shares of our common stock for $0.8 billion in the 2025 third quarter. Year-to-date through October 30, 2025, we repurchased 9.7 million shares for $2.6 billion. For additional information, see “Issuer Purchases of Equity Securities” in Part II, Item 2.

Our Board of Directors declared the following quarterly cash dividends in 2025 to date: (1) $0.63 per share declared on February 13, 2025 and paid on March 31, 2025 to stockholders of record on February 27, 2025; (2) $0.67 per share declared on May 9, 2025 and paid on June 30, 2025 to stockholders of record on May 23, 2025; and (3) $0.67 per share declared on August 7, 2025 and paid on September 30, 2025 to stockholders of record on August 21, 2025.

We expect to continue to return cash to stockholders through a combination of share repurchases and cash dividends.

Material Cash Requirements

As of the end of the 2025 third quarter, other than with respect to potential earn-out payments related to our purchase of the citizenM brand discussed in Note 2, there have been no material changes to our cash requirements as disclosed in our 2024 Form 10-K. See Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of our 2024 Form 10-K for more information about our cash requirements. Also, see Note 7 for information on our long-term debt.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect reported amounts and related disclosures. We have discussed those policies and estimates that we believe are critical and require the use of complex judgment in their application in our 2024 Form 10-K. We have made no material changes to our critical accounting policies or the methodologies or assumptions that we apply under them.