2023 ANNUAL REPORT

LETTER TO STOCKHOLDERS
Dear Stockholder,
Marriott International experienced a banner year of
growth in 2023, delivering more opportunities globallyfor our key stakeholders, including associates, guests,
and owners and franchisees. The strong momentum inour business highlighted the true power and resiliencyof travel. With nearly 8,800 properties across morethan 30 leading brands in 139 countries and territories
at year-end 2023, we are better positioned than ever tomeet customer needs across all stay purposes aroundthe world.

2023 Financial Highlights
We reported fantastic results in 2023 as demand fortravel and our industry-leading portfolio grew. Full year
global revenue per available room (RevPAR)1 rose nearly
15 percent and net rooms grew 4.7 percent, the company’s highest net rooms growth since 2019.
Demand for all types of travel remained strong, even as

Anthony Capuano

the rebound impact from the pandemic waned through-President and Chief Executive Officer

out the year. Group demand was again strong, and fullyear global group revenues rose 19 percent compared
to 2022. In the business transient segment, demand
from small- and medium-sized corporates remainedrobust, and while large corporates were still lagging
pre-pandemic levels, they continued to post year-overyear volume increases. Solid gains in both average
daily rate (ADR) and room nights drove global business
transient revenues 18 percent higher compared to 2022.

1

Discussion of revenues across different customer segments refers to hotel-level revenues. All ADR, RevPAR and hotel revenue statistics are systemwide
constant dollar. Unless otherwise stated, all changes refer to year-over-year changes for the comparable period. ADR, RevPAR and hotel revenue comparisons
between 2023 and 2022 reflect properties that are comparable in both years. Hotel revenue comparisons between 2023 and 2019 reflect properties that are
defined as comparable as of December 31, 2023, even if they were not open and operating for the full year 2019 or they did not meet all the other criteria forcomparable in 2019.

i

Leisure transient, which grew the fastest coming out

We entered a new segment, affordable midscale, byof the pandemic, with 2023 global revenues nearly 55

acquiring the City Express brand, which increased our

percent above 2019, still posted more than 10 percent

footprint in the company’s Caribbean & Latin America

year-over-year revenue growth.

region by approximately 45 percent. We also createdStudioRes, a midscale extended stay brand in the U.S.

For the full year 2023, gross fees rose 18 percent, with& Canada region and announced the launch of Four

record incentive management fees that were about 20

Points Express by Sheraton, for our Europe, Middle East

percent higher than 2019. Adjusted EBITDA2 reached& Africa region.

over $4.6 billion in 2023, up 21 percent over 2022.
Our luxury portfolio remains unmatched, with 623 propOur fee-driven, asset-light business model once again

erties at the end of 2023. New openings included thegenerated significant cash in 2023. Cash provided bydebut of W Budapest, the brand’s first hotel in Hungary,operating activities reached $3.2 billion, up 34 percent

and Rissai Valley, a Ritz-Carlton Reserve, which marked

compared to 2022. We invested in the growth of ourour 500th hotel in Greater China. Last year, we signed abusiness and returned over $4.5 billion to stockholders

record 58 luxury deals, resulting in a total of 245 hotels

in 2023 through a combination of cash dividends andin our luxury pipeline at year-end.

share repurchases.
Conversions once again helped drive growth, accountDriving these strong results are our incredible asso-

ing for 25 percent of our organic room additions during

ciates, who remained laser focused on delivering

the year. In 2023, we signed a record 184 conversion

exceptional customer service and experiences acrossproperties, representing nearly 65,000 rooms globally.

the portfolio, including for our valued Marriott Bonvoy

That total included 37,000 rooms in Las Vegas and fiveloyalty members. Customer satisfaction continued toother U.S. cities from our strategic licensing agreementrise, with our December 2023 Intent to Recommend

with MGM Resorts International and the creation of themetric achieving its highest single month score in over

MGM Collection with Marriott Bonvoy.

five years.
Customer demand fueled the expansion of our brandedYear of Growth and Expansion

residences, which had 134 open locations and 115

Marriott had a record year of organic signings in 2023,

pipeline residential projects across 49 countries andwith an average of nearly 2.5 deals signed daily, bring-

territories and 16 brands at the end of 2023.

ing our global development pipeline up 15 percent
over 2022 to roughly 573,000 rooms at year-end. Our

Driving Engagement

overarching development strategy is to be in the rightOver the past five years, Marriott Bonvoy has grownplace with the right product at price points for every

from a loyalty program to also encompass a powerfulstay purpose. To help us achieve that goal, we intro-

portfolio of over 30 brands and travel offerings such as

duced several new brands and offerings in 2023.

The Ritz-Carlton Yacht Collection and Homes & Villas by

2

Please see page 73 for further information on the calculation of adjusted EBITDA, including a reconciliation of this adjusted financial measure to the corresponding
generally accepted accounting principles (GAAP) measure.

iiMarriott Bonvoy. During the year, our Marriott Bonvoy

in Maui and earthquakes in Türkiye and Syria. Following

loyalty program grew to over 196 million members.

are several highlights of the social impact and sustain-

Member penetration of global room nights reached new

ability progress we made in 2023:

highs in 2023 at 68 percent in the U.S. & Canada and 61
Nurture Our World: Together with UNICEF, we relaunchedpercent globally.

and expanded our donation program, “Check Out for
We’ve also entered into exciting strategic partnerships

Children,” which invites guests to make a voluntary donation

to connect our members to once-in-a-lifetime experi-

during their stay to support children worldwide. The pro-ences through Marriott Bonvoy Moments and expanded

gram is now live in over 500 properties across 40 countries

ways to earn and redeem points through everyday

and territories. In collaboration with The J. Willard andactivities like dining out or taking Uber. Our growing

Alice S. Marriott Foundation, we continued to provide

portfolio of 31 credit cards across 11 countries includes

relief to communities impacted by disaster around thethe first co-branded hotel credit card in India, which weworld — including for our associates, as well as students

introduced in 2023.

and teachers of Lahaina affected by the Maui fires. In
2023, we also reached the milestone of contributing overDuring the year, our digital channels, and mobile in

12 million volunteer hours since 2016, as we continue toparticular, remained key drivers of growth. Our Marriott

work toward our goal of 15 million hours by 2025.

Bonvoy mobile app contributed 22 percent more roomnights in 2023 than in the prior year. We continue to be

Sustain Responsible Operations: Our sustainability

focused on improving the customer experience acrossstrategy and initiatives focus on a wide range of issues,

all our digital and other booking channels through theincluding designing resource-efficient hotels, imple-

multi-year technology transformation we have underway

menting technologies to track and reduce energy andto enhance our powerful revenue generation engines.

water consumption, as well as waste and food waste,increasing the use of renewable energy, managing

Doing Good in the World

water-related risks, focusing on third-party sustainabil-

Inspired by Marriott’s core value to Serve Our World,

ity certifications at the hotel level, supporting innovative

our sustainability and social impact platform, Serve 360:

ecosystem restoration initiatives, focusing on respon-

Doing Good in Every Direction, guides our efforts tosible and local sourcing, and driving climate action.

drive meaningful change in the community and for the

Additionally, we took the next steps in our climate

environment. Serve 360 has been delivering positive

action journey — in September 2023, we submitted

results through four priority areas: Nurture Our World,

our emissions reduction targets to the Science Based

Sustain Responsible Operations, Empower ThroughTargets initiative and our long-term science-based tar-Opportunity, and Welcome All and Advance Humanget to reach net-zero emissions by no later than 2050.

Rights. Last year was a time of great need brought onby the tragedy of war, ongoing humanitarian challenges

Empower Through Opportunity: On World Refugee Day

and natural disasters, including the devastating wildfires

in 2023, Marriott pledged to hire over 1,500 refugees iniii

Europe by 2026, in addition to our previous pledge toopportunities to learn and grow. Our people are thehire over 1,500 refugees in the United States by 2025.

foundation of our strategy. We are heartened that

We are energized by these commitments to hire more

our associate engagement scores exceeded the “Bestthan 3,000 refugees globally and supporting workplace

Employer” external benchmark and that we placed inreadiness and access to opportunity.

the top 10 on the Fortune Best Companies to Work For
2023 list. Marriott’s core values — to put people first,

Welcome All & Advance Human Rights: We addressed

embrace change, pursue excellence, act with integrity,some of the industry’s most pressing human rights

and serve our world — are the foundation and guide forissues in 2023, including by launching a new initiative

all we do.

with the Internet Watch Foundation to block websites
with child sexual abuse material from guest Internet

As we approach the company’s 97th anniversary, thenetworks in most of our U.S. & Canada hotels. We

fundamentals of our company are strong, and we arecontinue to work to combat human trafficking bydetermined to grow our industry-leading position. We

training associates to recognize the potential indicators

remain focused on offering the best brands and experi-

as well as leading and participating in programs thatences, to the most valuable and engaged guests, while

support survivors, such as the United Way Worldwide

expanding the broadest and deepest portfolio of global

and Survivor Alliance Pembrook Fellowship program

properties and offerings, so we can continue to connect

and the Future in Training (FiT) Curriculum managed bypeople around the world through the power of travel.

the University of Maryland SAFE Center.
I am incredibly optimistic about our future together.
We will continue to focus on efforts to do good in the

We look forward to welcoming you soon, wherever yourworld so that we can help to drive change toward anext journey takes you.

more sustainable and equitable future.

A World of Opportunities
I am so proud of our associates, who are delivering

Anthony Capuano
President and Chief Executive Officer

exceptional service and hospitality while embracingiv

UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K☒

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2023
or☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period fromtoCommission File No. 1-13881

MARRIOTT INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)

Delaware52-2055918(State or other jurisdiction of incorporation ororganization)(IRS Employer Identification No.)

7750 Wisconsin Avenue

Bethesda

Maryland(Address of Principal Executive Offices)

20814(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
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No ☒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 ☒ No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 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 ☒ No o
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.
Accelerated filer
Emerging growth company oLarge accelerated filer ☒oSmaller reporting company oNon-accelerated filer o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its
internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public
accounting firm that prepared or issued its audit report. ☒If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. o
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒The aggregate market value of shares of common stock held by non-affiliates at June 30, 2023, was $45,768,892,728.
There were 289,485,338 shares of Class A Common Stock, par value $0.01 per share, outstanding at February 6, 2024.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement prepared for the 2024 Annual Meeting of Stockholders are incorporated by reference into Part III of thisreport.

MARRIOTT INTERNATIONAL, INC.
FORM 10-K TABLE OF CONTENTSFISCAL YEAR ENDED DECEMBER 31, 2023
Page No.

Part I.
Item 1.
Item 1A.
Item 1B.
Item 1C.
Item 2.
Item 3.
Item 4.

Business
Risk Factors
Unresolved Staff Comments
Cybersecurity
Properties
Legal Proceedings
Mine Safety Disclosures

4
11
18
18
19
20
20

Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases ofEquity Securities
Reserved
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

20
20
20
29
30
61
61
61
61

Part II.
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 9C.
Part III.
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.

Directors, Executive Officers, and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accountant Fees and Services

62
62

Exhibits and Financial Statement Schedules
Form 10-K Summary
Signatures

66
70
71

62
62
62

Part IV.
Item 15.
Item 16.

2

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 Caribbean and Latin America, Europe, Middle East and Africa, Greater China,
and Asia Pacific excluding China regions, as “International.” In addition, references throughout to numbered “Notes” refer to
the Notes to our Financial Statements, unless otherwise stated.
Cautionary Statement
All statements in this report are made as of the date this Form 10-K 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 ofFinancial Condition and Results of Operations and elsewhere in this report based on the beliefs and assumptions of ourmanagement and on information available to us through the date this Form 10-K is filed with the SEC. Forward-looking
statements include information related to future demand trends and expectations; our expectations regarding rooms growth; ourexpectations regarding our ability to meet our liquidity requirements; our capital expenditures and other investment spending
expectations; our expectations regarding future dividends and share repurchases; and other statements that are preceded by,followed by, or include the words “believes,” “expects,” “anticipates,” “intends,” “plans,” “estimates,” “foresees,” or similar
expressions; and similar statements concerning anticipated future events and expectations that are not historical facts.
We caution you that these statements are not guarantees of future performance and are subject to numerous evolving risks
and uncertainties that we may not be able to accurately predict or assess, including the risks and uncertainties we describe inPart I, Item 1A, “Risk Factors,” of this report and other factors we describe from time to time in our periodic filings with the
SEC.

3

PART I
Item 1. Business.
Corporate Structure and BusinessWe are a worldwide operator, franchisor, and licensor of hotel, residential, timeshare, and other lodging properties under
numerous brand names at different price and service points. Consistent with our focus on management, franchising, andlicensing, we own or lease very few of our lodging properties (less than one percent of our system).
The following table shows our portfolio of brands at year-end 2023.

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 oursegment structure as a result of a change in the way management intends to evaluate results and allocate resources within the
Company. Beginning with the 2024 first quarter, we will report the following four operating segments: (1) U.S. & Canada, (2)Europe, Middle East, and Africa, (3) Asia Pacific excluding China, and (4) Greater China. Our Caribbean and Latin America
operating segment will not meet the applicable criteria for separate disclosure as a reportable business segment, and as such, wewill include its results in “Unallocated corporate and other.” See Note 14 for more information.
Company-Operated Properties
At year-end 2023, we had 2,096 company-operated properties (589,078 rooms), which included properties under longterm management or lease agreements with property owners (management and lease agreements together, the “Operating
Agreements”) and properties that we own.
Terms of our management agreements vary, but we earn a management fee that is typically composed of a basemanagement 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. Our management agreements also typically include reimbursement of costs of operations (both direct andindirect). Such agreements are generally for initial periods of 20 to 30 years, with options for us to renew for up to 10 or more
additional years. Our lease agreements also vary, but may include fixed annual rentals plus additional rentals based on a
specified percentage of annual revenues that exceed a fixed amount. In many jurisdictions, our Operating Agreements may be
subordinated to mortgages or other liens securing indebtedness of the owners. Many of our Operating Agreements also permit
the owners to terminate the agreement if we do not meet certain performance metrics, financial returns fail to meet definedlevels for a period of time, and we have not cured those deficiencies. In certain circumstances, some of our managementagreements allow owners to convert company-operated properties to franchised properties under our brands.
For the lodging properties we operate, we generally are responsible for hiring, training, and supervising the employees
needed to operate the properties and for incurring operational and administrative costs related to the operation of the properties,
and owners are required to reimburse us for those costs. We provide centralized programs and services, such as our Marriott
Bonvoy loyalty program, reservations, and marketing, as well as various accounting and data processing services, and owners
are required to reimburse us for those costs as well.
Franchised and Licensed Properties
We have franchising and licensing arrangements that permit property owners and operators to use many of our lodging
brand names and systems. Under our hotel franchising arrangements, we generally receive an initial application fee and4continuing royalty fees, which typically range from four to seven percent of room revenues for all brands, plus up to four
percent of food and beverage revenues for certain full-service brands. Franchisees contribute to our centralized programs andservices, such as our Marriott Bonvoy loyalty program, reservations, and marketing.
We also receive royalty fees under license agreements with Marriott Vacations Worldwide Corporation, our former
timeshare subsidiary that we spun off in 2011, and its affiliates (collectively, “MVW”), for certain brands. The license fees we
receive from MVW consist of a fixed annual fee, adjusted for inflation, plus certain variable fees based on sales volumes.
Finally, we receive royalty fees under agreements for The Ritz-Carlton Yacht Collection®.
At year-end 2023, we had 6,563 franchised and licensed properties (994,354 rooms and timeshare units).
Residential
We use or license certain of our trademarks for the sale of residential real estate, often in conjunction with hotel
development. We receive one-time branding fees upon the sale of each branded residential unit by the third-party developers
who construct and sell the residences, with limited amounts, if any, of our capital at risk. We also typically receive continuingmanagement fees for managing the related homeowners’ association. At year-end 2023, we had 126 branded residential
communities (13,948 residential units).
Intellectual Property
We operate in a highly competitive industry and our brand names, trademarks, service marks, trade names, and logos arevery important to the development, sales and marketing of our properties and services. We believe that our brand names andother intellectual property have come to represent outstanding quality, care, service, and value to our customers, guests, and thetraveling public. Accordingly, we register and protect our intellectual property where we deem appropriate and otherwise
protect against its unauthorized use.
Brand Portfolio
We believe that our brand portfolio offers the most compelling range of brands and hotels in hospitality. Our brands are
categorized by style of offering - Classic and Distinctive. Our Classic brands offer time-honored hospitality for the modern
traveler, and our Distinctive brands offer memorable experiences with a unique perspective - each of which we group into four
quality tiers: Luxury, Premium, Select, and Midscale.
Luxury offers bespoke and superb amenities and services. Our Classic Luxury brands include JW Marriott, The RitzCarlton, and St. Regis. Distinctive Luxury brands in our portfolio include The Luxury Collection, W Hotels, EDITION, andBvlgari.
Premium offers sophisticated and thoughtful amenities and services. 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.
Midscale offers limited services and essential amenities at a more affordable price point. Our Midscale brands, which areClassic brands, include City Express by Marriott and Four Points Express by Sheraton, which opened its first hotel in the 2024
first quarter.

5

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

EuropeMiddle East
& Africa

Asia PacificExcluding
China

Greater
China

Caribbean &Latin
America

Total

35
19,26142
12,787
17
5,408
25
7,295
11
2,169
5
1,379
—
—

8
2,523
12
2,703
40
5,756
10
2,122
6
768
5
819
4
332

11
4,299
15
3,979
13
2,493
7
2,316
13
3,222
3
638
1
121

28
8,832
23
4,544
28
6,822
11
2,754
10
2,068
3
496
2
157

23
9,219
18
5,159
5
1,488
11
3,905
13
3,462
2
646
2
201

16
4,296
9
2,007
10
1,461
7
1,752
5
693
1
180
—
—

121
48,430119
31,179113
23,42871
20,14458
12,382
19
4,158
9
811

337
132,856
168
64,923
134
54,820153
31,321
88
28,041
25
5,489
92
21,73066
10,725
6
10,220
11
1,605
—
—
—
—

77
21,99051
14,27917
5,787
77
10,010
28
6,491
16
5,156
31
5,446
25
3,096
—
—
65
4,782
3
212
—
—

29
9,083
32
9,234
8
2,030
15
2,402
5
1,476
23
6,841
6
1,443
5
584
—
—
8
750
13
1,841
—
—

47
14,89356
16,52538
10,813
19
4,277
15
3,801
33
7,756
—
—
11
1,096
—
—
6
389
9
1,297
—
—

65
22,781
99
38,791
31
10,3603426
30
10,704
19
5,225
4
1,529
4
986
—
—
4
783
11
1,735
—
—

32
8,461
30
8,442
15
4,347
37
12,448
9
2,745
3
562
2
366
7
640
—
—
17
393
2
240
1
107

587
210,064436
152,194243
88,157304
60,884
175
53,25811931,029135
30,514
118
17,127
6
10,220
111
8,702
38
5,325
1
107

U.S. &
CanadaProperties
Rooms
Properties
Rooms
Properties
Rooms
Properties
Rooms
Properties
Rooms
Properties
Rooms
Properties
Rooms
Properties
Rooms
Properties
Rooms
Properties
Rooms
Properties
Rooms
Properties
Rooms
Properties
Rooms
Properties
Rooms
Properties
Rooms
Properties
Rooms
Properties
Rooms
Properties
Rooms
Properties
Rooms

LuxuryJW Marriott®
The Ritz-Carlton®
The Luxury Collection®
W® Hotels
St. Regis®
EDITION®
Bvlgari®
Premium
Marriott® Hotels
Sheraton®
Westin®
Autograph Collection®
Renaissance® Hotels
Le Méridien®
Delta Hotels by Marriott®
(Delta Hotels®)
Tribute Portfolio®
Gaylord® Hotels
Design Hotels®
Marriott Executive
Apartments®
Apartments by Marriott
BonvoyTM

6

Europe

Middle East
& Africa

Asia PacificExcluding
China

Greater
China

Caribbean &Latin
America

Total

1,066
147,091
1,153
109,445861
105,911547
64,774154
22,965503
51,063
162
23,457
117
19,38675
13,984
—
—
27
3,205
—
—
20
3,284
—
—
10
1,669
92
12,529

11
2,304
—
—
7
1,117
—
—
21
5,136
—
—
12
2,744
2
286

60
12,107
71
9,527
—
—
—
—
46
10,796
—
—
17
4,301
6
1,775

53
13,865
48
7,834
—
—
—
—
50
14,459
—
—
14
3,230
1
135

47
7,609
18
2,576
8
1,213
—
—
18
2,332
—
—
17
2,769
18
2,867

1,312
196,960
1,290
129,382903
111,446547
64,774309
58,972503
51,063232
38,170236
36,978Properties
Rooms
Properties
Rooms
Properties
Rooms

35
6,572
83
11,522——

87
16,416
1
160
1
72

—
—
7
1,189
62
6,539

8
1,561
3
572
—
—

8
1,495
5
1,151
—
—

—
—
—
—
—
—

138
26,04499
14,59463
6,611

Properties
Rooms

—
—

—
—

—
—

—
—

—
—

150
17,431150
17,431

Properties
Rooms

69
7,416

11
540

14
1,969

17
2,999

2
302

13
722

126
13,948Subtotal
Properties

5,965

799

343

567

525

492

8,691

SubtotalRooms

979,631

144,131

74,036130,158

159,871

86,6591,574,486

U.S. &
CanadaProperties
Rooms
Properties
Rooms
Properties
Rooms
Properties
Rooms
Properties
Rooms
Properties
Rooms
Properties
Rooms
Properties
Rooms

SelectCourtyard by Marriott®
(Courtyard®)
Fairfield by Marriott®
(Fairfield®)
Residence Inn by Marriott®
(Residence Inn®)
SpringHill Suites by
Marriott® (SpringHill
Suites®)Four Points by Sheraton®
(Four Points®)
TownePlace Suites by
Marriott® (TownePlace
Suites®)Aloft® Hotels
AC Hotels by Marriott®
Moxy® Hotels
Element® Hotels
Protea Hotels® by Marriott
MidscaleCity Express by Marriott TM
Residences
Residences

Timeshare (1)Yacht (1)(1)

Properties
Rooms
Properties
Rooms

93
22,745
1
149

Total
Properties

8,785

Total Rooms

1,597,380

We exclude geographical data for Timeshare and Yacht as these offerings are captured within “Unallocated corporate and other.”In the above table, The Luxury Collection, Autograph Collection, and Tribute Portfolio include seven total properties that we acquired when we purchased
Elegant Hotels Group plc in December 2019, which we currently intend to re-brand under such brands after the completion of planned renovations.

Loyalty and Credit Card Programs
Marriott Bonvoy® is our travel loyalty program and marketplace through which members have access to our diverse brandportfolio, rich benefits, and travel experiences. Members can earn points for stays at our hotels and other lodging offerings,
such as Homes & Villas by Marriott BonvoyTM, a global offering focusing on the premium and luxury tiers of rental homes, aswell as through purchases with co-branded credit cards and our travel partners. Members can redeem their points for stays at
most of our properties, airline tickets, airline frequent flyer program miles, rental cars, products from Marriott Bonvoy
Boutiques®, and a variety of other awards, including experiences from Marriott Bonvoy Moments®. We refer to our Marriott
Bonvoy loyalty program throughout this report as “Marriott Bonvoy” or our “Loyalty Program.”7

We believe that Marriott Bonvoy generates substantial repeat business that might otherwise go to competing hotels. In
2023, over 60% of our global room nights were booked by Marriott Bonvoy members. We strategically market to this large andgrowing guest base to generate revenue.
We have co-branded credit cards associated with Marriott Bonvoy in 11 countries. In the U.S., we have multi-year
agreements with JPMorgan Chase and American Express. We also license credit card programs internationally in Japan,
Canada, the United Kingdom, United Arab Emirates, Saudi Arabia, South Korea, Mexico, China, India, and Qatar. We
generally earn fixed amounts that are payable at contract inception and variable amounts that are paid to us monthly over theterm of the agreements primarily based on card usage. We believe that our co-branded credit cards create a diverse revenue
stream for the Company, reflect the quality and value of our portfolio of brands, and contribute to the strength of Marriott
Bonvoy by creating value for our customers and property owners and franchisees. Payments received under our co-brandedcredit card agreements represent a significant funding source for the Loyalty Program.
See the “Loyalty Program” caption in Note 2 for more information about our Loyalty Program and co-branded credit
cards.
Sales and Marketing and Reservation Systems
Marriott.com, the Marriott Bonvoy mobile app, and our other digital direct channels offer seamless digital experiencesthat complement the experience our customers enjoy at Marriott’s extensive portfolio of properties. We deliver customerminded enhancements, including powerful in-stay capabilities through our mobile app, such as contactless check-in and checkout, Mobile Key, chat, service requests, mobile dining, and more. In addition, we are focused on strengthening the Loyalty
Program by attracting more members and localizing our experiences to reach new customers around the world. Our focus on
creating frictionless experiences throughout our digital direct channels is foundational to our long-term digital and technology
transformation, which aims to grow our loyal customer base and drive more direct bookings and more business to our hotels.
At year-end 2023, we operated 19 customer engagement centers, seven in the U.S. and 12 in other countries andterritories. We own two of the U.S. facilities and either lease the others or share space with a company-operated property.
We believe our global sales and revenue management organizations are a key competitive advantage due to our focus on
optimizing our investment in people, processes, and systems. Our above-property sales deployment strategy is designed aroundthe way the customer wants to buy and the strategic priorities of our hotels globally. Our strategy is focused on driving
efficiencies, profitable revenue, and customer loyalty by leveraging customer relationships and reducing duplication of efforts
at the hotel level. We also utilize innovative and sophisticated revenue management systems, many of which are proprietary,which we believe provide a competitive advantage in pricing decisions, increasing efficiency and optimizing property-level
revenue for hotels in our portfolio. Most of the hotels in our portfolio utilize web-based programs to effectively manage the rate
set-up and modification processes. The use of these web-based programs provides for greater pricing flexibility, reduces timespent on rate program creation and maintenance, and increases the speed to market of new products and services.
Competition
We encounter strong competition in the short-term lodging market from large national and international chains that
operate hotels or franchise their brands, unaffiliated hotels, and online platforms, including Airbnb and Vrbo, that allow
travelers to book short-term rentals of homes and apartments as an alternative to hotel rooms. We compete for guests in many
areas, including brand recognition and reputation, location, guest satisfaction, room rates, quality of service, amenities, qualityof accommodations, safety and security, and the ability to earn and redeem loyalty program points.
Our direct digital channels also compete for guests with online travel services platforms, such as Expedia.com,
Priceline.com, Booking.com, Travelocity.com, Orbitz.com, and Ctrip.com, and search engines such as Google, Bing, Yahoo,
and Baidu.
Affiliation with a brand is common in the U.S. lodging industry. In 2023, approximately 72 percent of U.S. hotel rooms
were brand-affiliated. Although we believe that our strong brand recognition assists us in attracting and retaining guests,
owners, and franchisees, we compete against many other companies with strong brands and guest appeal, including Hilton, IHG
Hotels & Resorts, Hyatt, Wyndham Hotels & Resorts, Accor, Choice Hotels, Best Western Hotels & Resorts, and others.
Outside the U.S., branding is less prevalent, and many markets are served primarily by independent operators, althoughbranding is more common for new hotel development compared to the past. We believe that chain affiliation will continue tobecome more attractive in many overseas markets as local economies grow, trade barriers decline, international travel
accelerates, and hotel owners seek the benefits of centralized reservation systems, marketing programs, and loyalty programs.

8Based on lodging industry data, we have an approximately 16 percent share of the U.S. hotel market and a four percent
share of the hotel market outside the U.S. (based on number of rooms). We believe that our hotel brands are attractive to hotel
owners seeking a management company or franchise or other licensing affiliation because our hotels typically generate higher
RevPAR than our direct competitors in most market areas. We attribute this performance premium to our success in achieving
and maintaining strong guest preference. We believe that the location and quality of our lodging facilities, our marketing
programs, our reservation systems, our Loyalty Program, and our emphasis on guest service and guest and associate satisfaction
contribute to guest preference across all our brands.
Seasonality
In general, business at our properties fluctuates moderately with the seasons. Business at some resort properties may be
more seasonal depending on location.
Human Capital Management
Marriott’s long history of service, innovation, and growth is built on a culture of putting people first. We are committed toinvesting in our associates, with a focus on leadership development, competitive compensation, and creating a sense of wellbeing and belonging for all.
At year-end 2023, Marriott managed the employment of approximately 411,000 associates. This number includes 148,000
associates employed by Marriott at properties, customer care centers, and above-property operations, as well as 263,000
associates who are employed by our property owners but whose employment is managed by Marriott (which is common outside
the U.S.). Approximately 117,000 of the associates employed by Marriott are located in the U.S., of which approximately
19,000 belong to labor unions. Outside the U.S., some of our associates are represented by trade unions, works councils, or
employee associations. These numbers do not include hotel personnel employed by our franchisees or management companies
hired by our franchisees. Marriott is committed to conducting its business in accordance with high ethical and legal standards
and expects our independent franchisees to develop responsible human capital management practices.
We are focused on maintaining Marriott’s position as an employer of choice both for job seekers and our existing
associates. To attract talent, we are targeting new labor pools, optimizing our recruiting practices, and sharing our story of longterm career potential. At our headquarters in Bethesda, Maryland, we utilize a hybrid work model to allow for flexibility andchoice to meet the needs of our corporate workforce. For hotel-based associates, we are innovating the way hotel jobs are
structured, introducing more flexibility and choice through our integrated jobs program, which allows associates to have morecross-training and engaging roles.
We encourage continual feedback from our associates at all levels. We measure associate satisfaction through our
Associate Engagement Survey, which gives all associates the opportunity to provide feedback about their work experience,
providing valuable insights to drive improvements in our culture. Our associate engagement scores exceeded the “Best
Employer” external benchmark in 2023, and we were recognized as a top 10 company on the Fortune Best Companies to Workfor in 2023, a list we have been on for 26 consecutive years.
Our human capital strategy is based on three signature elements – Growing Great Leaders, Investing in Associates, andAccess to Opportunity.
Growing Great Leaders
We believe that associates at every level can inspire others through great leadership. In 2023, we launched our new
Leadership Framework, designed to help us grow great leaders. It starts with leadership essentials that clearly define what great
leadership means at Marriott, at all levels of the organization. We have also refreshed our leadership competencies, which havebeen integrated into our performance management process and leadership development programs. Our talent development
strategy is designed to provide opportunities for our associates to develop and grow their careers with Marriott for the long term
while driving the performance of our business.
Investing in Associates
We are focused on providing our associates with the tools, resources, and support they need to thrive – both personallyand professionally. We provide our eligible U.S. associates and their families with access to comprehensive compensation andbenefits offerings, such as health care coverage, work/life support benefits, and other offerings, such as a retirement savings andemployee stock purchase plan. Outside the U.S., we also offer comprehensive compensation and benefit programs that vary
based on the geographic market and we regularly evaluate these programs for competitiveness against the external talentmarket. Our TakeCare program provides associates with tools and resources to support their physical, mental, and financial

9well-being. In addition, pay equity is foundational to our compensation structures and practices. In the U.S., we conduct pay
equity audits at least annually and make adjustments as needed.
Access to Opportunity
Our company-wide diversity, equity, and inclusion efforts include a range of initiatives and programs to support our goal
to make all stakeholders (including associates, guests, owners, and suppliers) feel welcome and valued. The Inclusion andSocial Impact Committee (“ISIC”) of our Board of Directors (“Board”), established over 20 years ago, helps drive
accountability for these efforts across the Company. The ISIC assists the Board in providing oversight of the Company’s
strategy, efforts, and commitments related to our people-first culture, associate well-being, inclusion, and other environmental,social and governance matters.
Sustainability and Social Impact
Guided by our 2025 sustainability and social impact goals, as well as the United Nations Sustainable Development Goals,
we are focused on creating a positive and sustainable impact wherever we do business. Our sustainability and social impact
platform, Serve 360: Doing Good in Every Direction, is built around four focus areas: Nurture Our World; Sustain Responsible
Operations; Empower Through Opportunity; and Welcome All and Advance Human Rights – each with targets to drive ourefforts through 2025. These targets reflect our goals to (1) support the resiliency and sustainable development of thecommunities and environments where we do business, (2) work to reduce our environmental impacts, design and operate
sustainable hotels, and source responsibly, while mitigating climate-related risk, (3) facilitate workplace readiness and access toopportunity in our business, and (4) create a safe, welcoming world, including by working with organizations to educate andadvocate on issues related to human rights throughout and beyond our business.
Our sustainability strategy and initiatives focus on a wide range of issues, including designing resource-efficient hotels,
implementing technologies to track and reduce energy and water consumption, as well as waste and food waste, increasing theuse of renewable energy, managing water-related risks, focusing on third-party sustainability certifications at the hotel-level,
supporting innovative ecosystem restoration initiatives, focusing on responsible and local sourcing, and driving climate action.
Our climate action efforts include committing to set a near-term science-based emissions reduction target and a long-termscience-based target to reach net-zero value chain greenhouse gas emissions by no later than 2050. In September 2023, we
submitted our emissions reduction targets to the Science Based Targets initiative and are awaiting validation of the targets,
which we expect later in 2024.
In response to humanitarian crises, like war and natural disasters, our hotels often look to support their local communities
in need by donating funds, hotel stays, food, supplies, and volunteer hours. We also deploy our Marriott Disaster Relief Fund tosupport associates and their families impacted by crises, such as the earthquakes in Türkiye and Syria and fires in Maui, as well
as charitable organizations providing relief on the ground. We also continue to focus on our efforts to advance human rights,
and we have trained 1.2 million associates in human trafficking awareness between 2016 and year-end 2023. We have also
donated our training program to the broader lodging industry, and the training has been completed 1.6 million times by nonMarriott individuals between 2020 and year-end 2023. Additionally, in 2023, Marriott became a member of the Internet Watch
Foundation and deployed technology to block websites with illegal child sexual abuse material from guest network access inmost of its U.S. & Canada hotels.
Government Regulations
As a company with global operations, we are subject to a wide variety of laws, regulations, and government policies in the
U.S. and in jurisdictions around the world. Some of the regulations that most affect us include those related to employment
practices; marketing and advertising efforts; 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 personallyidentifiable information; competition; climate and the environment; health and safety; liquor sales; and the offer and sale offranchises.
Internet Address and Company SEC Filings
Our primary Internet address is Marriott.com. On the investor relations portion of our website, Marriott.com/investor, we
provide a link to our electronic filings with the SEC, including our annual report on Form 10-K, our quarterly reports on Form
10-Q, our current reports on Form 8-K, and any amendments to these reports. We make all such filings available free of charge
as soon as reasonably practicable after filing. The information found on our website is not part of this or any other report we filewith or furnish to the SEC.

10

Item 1A. Risk Factors.
We are subject to various risks that make an investment in our securities risky. The events and consequences discussed inthese risk factors could, in circumstances we may or may not be able to accurately predict, recognize, or control, have a material
adverse effect on our business, liquidity, financial condition, and results of operations. In addition, these risks could cause
results to differ materially from those we express in forward-looking statements contained in this report or in other Company
communications. These risk factors do not identify all risks that we face, and our business could also be affected by factors,
events, or uncertainties that are not presently known to us or that we currently do not consider to present significant risks to ouroperations.
Risks Relating to Our Industry
Our industry is highly competitive, which may impact our ability to compete successfully for guests. We operate inmarkets that contain many competitors. 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.
Our ability to remain competitive and attract and retain business, group and leisure travelers depends on our success indistinguishing and driving preference for our lodging products and services, including our Loyalty Program, direct booking
channels, consumer-facing technology platforms and services, our co-branded credit cards, and other offerings. If we cannot
compete successfully in these areas, our business, liquidity, financial condition, and results of operations could be materiallyadversely affected. Further, new lodging supply in individual markets could have a negative impact on the hotel industry andhamper our ability to maintain or increase room rates or occupancy in those markets.
Economic and other global, national, and regional conditions and events have in the past impacted, and could in the
future impact, our business, financial results and growth. Because we conduct our business on a global scale, we are affectedby changes in global, national, or regional economies, governmental policies (including in areas such as trade, travel,immigration, labor, healthcare, and related issues), and geopolitical, public health, social and other conditions and events. Our
business, financial results and growth are impacted by weak or volatile economic conditions; pandemics and other outbreaks of
disease; natural and man-made disasters; changes in energy prices, interest rates and currency values; political instability,
geopolitical 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. These conditions
and events have in the past materially negatively impacted, and could in the future materially negatively impact, our business,
operations, and financial results in many ways, including, but not limited to, as follows:
•
•
•
•
•
•
•
•
•
•
•

reducing revenues at our managed and franchised hotels, owned and leased hotels, and properties in which we have an
investment, potentially impacting their ability to meet expenses, including payment of amounts owed to us;
adversely affecting the value of our owned and leased properties or investments;
affecting the ability or willingness of hotel owners and franchisees to service, repay or refinance existing indebtedness
or similar obligations, including loans or guaranty advances we have made to or for them;making it more difficult for hotel owners and franchisees to obtain financing on commercially acceptable terms, or atall;causing hotel construction and opening delays;
decreasing the rate at which new projects enter our pipeline;
causing hotels to exit our system;
increasing operating costs;
requiring us to borrow or otherwise raise a significant amount of cash in order to preserve financial flexibility, repay
maturing debt and manage debt maturities;
causing the terms of our borrowing to be more expensive or more restrictive; andadversely affecting associate hiring and retention.

The conditions and events discussed in this risk factor could also give rise to, aggravate, and impact our ability to allocate
resources to mitigate the other risks that we identify below, which in turn could materially adversely affect our business,
liquidity, financial condition, and results of operations.
Risks Relating to Our Business
Operational Risks
Premature termination of our management or franchise agreements could hurt our financial performance. Our hotelmanagement and franchise agreements may be subject to premature termination in certain circumstances, such as thebankruptcy of a hotel owner or franchisee, the failure of a hotel owner or franchisee to comply with its payment or otherobligations 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 negotiated contractual termination rights. Property owners may assert the right to11terminate management agreements even where the agreements provide otherwise, and some courts have upheld such assertions
about our management agreements and may do so in the future. When terminations occur for certain of these or other reasons,
we may need to enforce our right to damages for breach of contract and related claims, which may cause us to incur significant
legal fees and expenses. We may have difficulty collecting damages from the hotel owner or franchisee, and any damages weultimately collect could be less than the projected future value of the fees and other amounts we would have otherwise collectedunder the management or franchise agreement. A significant loss of these agreements could hurt our financial performance or
our ability to grow our business.
Disagreements with owners of hotels that we manage or franchise may result in arbitration or litigation or delay
implementation of product or service initiatives. Consistent with our focus on management and franchising, we own very few
of our lodging properties. The nature of our responsibilities under our management agreements to manage each hotel andenforce the standards required for our brands under both management and franchise agreements may be subject tointerpretation. This has from time to time given rise to disagreements with hotel owners and franchisees, and may give rise tosuch disagreements in the future, including over the need for or payment for new product, service, or systems initiatives, thetiming and amount of capital investments, and reimbursement for operating costs, system costs, or other amounts. We haveseen, and may in the future see, an increase in such disagreements 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 current andpotential hotel owners, franchisees, and real estate investment partners, but we cannot always do so. Failure to resolve suchdisagreements has resulted in arbitration or litigation, and could do so in the future. We could suffer significant losses, reduced
profits, or constraints on our operations as the result of adverse dispute resolution outcomes.
An increase in the use of third-party Internet services to book online hotel reservations could adversely impact ourbusiness. Some of our hotel rooms are booked through Internet travel intermediaries such as Expedia.com, Priceline.com,
Booking.com, Travelocity.com, Orbitz.com, and Ctrip.com, and other online travel service providers. These intermediaries
initially focused on leisure travel, but now 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 theability of intermediaries to undercut the published rates at our hotels, intermediaries continue to use a variety of aggressive
online marketing methods to attract guests, including the purchase by certain companies of trademarked online keywords suchas “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 online intermediaries succeed in significantly shifting loyalties
from our lodging brands to their travel services, diverting bookings away from our direct online channels, or through their fees,
increasing the overall cost of Internet bookings for our hotels. 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 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 third-party owners and franchisees to our platform, and futurearrangements 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 property owners. Our ability to
attract and retain owners and franchisees and the terms of our management and franchise agreements are influenced by theneeds and preferences of owners and franchisees and the offerings otherwise available to owners and franchisees in the market,
among other things. We cannot assure you that any of our current arrangements will continue or that we will be able to renew
agreements or enter into new agreements in the future on terms that are as favorable to us as those that exist today.
The effects of, or our failure to comply with, applicable laws, regulations and government policies may disrupt ourbusiness, lower our revenues, increase our costs, reduce our profits, limit our growth, or damage our reputation. We, thehotels that we franchise or manage, and the programs that we offer, are subject to or affected by a variety of laws, regulations
and government policies around the globe, including, among others, those related to employment practices; marketing andadvertising efforts; 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; health and safety; liquor sales; the offer and sale of franchises; and credit card
products. These laws, regulations, and government policies may be complex and change frequently and could have a range ofadverse effects on our business. The compliance programs, internal controls, and policies we maintain and enforce may need to
be updated regularly to keep pace with changing laws, regulations and government policies and may not prevent our associates,
contractors, or agents from materially violating applicable laws, regulations, and government policies. The requirements ofapplicable laws, regulations, and government policies, our failure to meet such requirements (including investigations andpublicity resulting from actual or alleged failures), or actions we take to comply with such requirements or investigations could
have significant adverse effects on our results of operations, reputation, or ability to grow our business.

12

Exchange rate fluctuations could result in significant foreign currency gains and losses and affect our businessresults. We earn revenues and incur expenses in foreign currencies in connection with our operations outside of the U.S.
Accordingly, fluctuations in currency exchange rates may significantly increase the amount of U.S. dollars required for foreign
currency expenses or significantly decrease the U.S. dollars we receive from foreign currency revenues. We are also exposed tocurrency translation risk because the results of our non-U.S. business are generally reported in local currency, which we thentranslate to U.S. dollars for inclusion in our Financial Statements. As a result, exchange rate changes between foreign currencies
and the U.S. dollar affect the amounts we record for our foreign assets, liabilities, revenues and expenses, and could have amaterial negative effect on our financial results. To the extent that our international operations continue to grow, our exposure
to foreign currency exchange rate fluctuations will grow. Even though we enter into foreign exchange hedging arrangements forsome of the currencies in which we do business, exchange rate fluctuations could result in significant foreign currency gains
and losses and affect our results. Our hedging arrangements may also create their own costs and risks, in the form of transaction
costs, credit requirements, and counterparty risk.
Our business depends on the quality and reputation of our Company and our brands, and any deterioration could
adversely impact our market share, reputation, business, financial condition, or results of operations. Many factors canaffect the reputation and value of our Company or one or more of our properties or brands, including our ability to protect anduse our brands and trademarks; our properties’ adherence to service and other brand standards; our approach to, or incidents
involving, matters related to food quality and safety, guest and associate safety, health and cleanliness, sustainability andclimate impact, supply chain management, inclusion and belonging, human rights, and support for local communities; and ourcompliance 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, and our properties, and it may bedifficult to control or effectively manage negative publicity, regardless of whether it is accurate. While reputations may takedecades to build, negative incidents can quickly erode trust and confidence, particularly if they result in adverse mainstream andsocial media publicity, governmental investigations, proceedings or penalties, or litigation. Negative incidents could lead totangible 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 owners and franchisees, orassociate retention and recruiting difficulties. Any material decline in the reputation or perceived quality of our brands or
corporate image could affect our market share, reputation, business, financial condition, or results of operations.
Actions by our franchisees and licensees or others could adversely affect our image and reputation. We franchise andlicense many of our brand names and trademarks to third parties for lodging, timeshare, and residential properties, and withrespect to our credit card programs and other offerings, and enter into marketing and other strategic collaborations with othercompanies. Under the terms of their agreements with us, these third parties interact directly with guests and others under or inconnection with our brand and trade names. If these third parties fail to maintain or act in accordance with applicable brandstandards; experience operational problems, including a data or privacy incident, or a circumstance involving guest or associate
health or safety; or project a brand image inconsistent with ours, then our image and reputation could suffer. Although ouragreements with these parties generally provide us with recourse and remedies in the event of a breach, including termination of
the agreements under certain circumstances, it could be expensive or time-consuming for us to pursue such remedies and evenif we are successful in pursuing such remedies, that may not be sufficient to mitigate reputational harm to us. We also cannot
assure you that in every instance a court would ultimately enforce our contractual termination rights or that we could collect any
awarded damages from the defaulting party.
Collective bargaining activity and strikes could materially disrupt our operations, increase our labor costs, andinterfere with the ability of our management to focus on executing our business strategies. A significant number of associates
at our managed, leased, and owned hotels are covered by collective bargaining agreements. If relationships with our organizedassociates or the unions that represent them become adverse, then the properties we operate could experience labor disruptions
such as strikes, lockouts, boycotts, and public demonstrations that cause a significant impact. Numerous collective bargaining
agreements are typically subject to negotiation each year, and our ability in the past to resolve such negotiations does not meanthat we will be able to resolve future negotiations without significant strikes or disruptions, or on terms that we consider
reasonable. Labor disputes and disruptions sometimes result in adverse publicity or regulatory investigations and adversely
affect operations and revenues at affected hotels. In addition, labor disputes and disruptions or increased demands from labor
unions can sometimes harm our relationship with our associates, result in increased regulatory requirements or inquiries andenforcement by governmental authorities, harm our relationships with our guests and customers, divert management attention,and reduce customer demand for our services, all of which could have 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 could lead to higher
wage and benefit costs, changes in work rules that raise operating expenses and legal costs, and could impose limitations on ourability or the ability of our third-party property owners to take cost saving measures during economic downturns. We do nothave the ability to control the negotiations of collective bargaining agreements covering unionized labor employed by the13operators of our franchised properties. Increased unionization of our workforce, new labor legislation, or changes in regulations
could disrupt our operations, reduce our profitability, or interfere with the ability of our management to focus on executing ourbusiness strategies.
Our business could suffer if we cannot attract and retain associates or as the result of the loss of the services of oursenior executives. We compete with other companies both within and outside of our industry for personnel. We have in the pastexperienced, and could in the future experience, challenges hiring for certain positions due to various factors, such as increasing
wage expectations or competition for labor from other industries, and these circumstances could continue or worsen in the
future to an extent and for durations that we are not able to predict. If we cannot recruit, train, develop, and retain sufficientnumbers of associates, we could experience significant negative impacts on our operations, associate morale and turnover, guest
satisfaction, or our internal control environment. Insufficient numbers of associates could also limit our ability to grow andexpand our business. Labor shortages have in the past resulted, and could in the future result, in higher wages and initial hiringcosts, increasing our labor costs and labor costs at our hotels, which could reduce our revenues and profits. In addition, theefforts and abilities of our senior executives are important elements of maintaining our competitive position and driving future
growth, and the loss of the services of one or more of our senior executives could result in challenges executing our businessstrategies or other adverse effects on our business.
Extreme weather, natural disasters, climate change, and sustainability-related concerns have impacted our business inthe past and could in the future have a material adverse effect on our business and results of operations. We are subject tothe risks associated with extreme weather, natural disasters, and climate change, including the impacts of the physical effects ofclimate change, changes in laws and regulations related to climate change and sustainability, and changing consumer
preferences. We have seen a decline in travel and reduced demand for lodging as a result of natural disasters and extreme
weather in some locations where we manage, franchise, own or lease properties or in areas of the world from which we draw
guests, and the prevalence and impact of these events may increase or worsen in the future. Natural disasters, extreme weather,and other physical impacts of climate change (including rising sea levels, extreme hot or cold weather, flooding, water
shortages, fires, and droughts) have in the past and could in the future result in increases in related insurance, energy or otheroperating costs, and physical damage to our hotels that might not be covered by insurance and might prevent or limit theoperations of the property. Significant costs could be involved in improving the efficiency and climate resiliency of our hotels
and otherwise preparing for, responding to, and mitigating the physical effects of climate change or sustainability-related
concerns. Compliance with climate-related legislation and regulation, and our efforts to achieve science-based emissions
reduction targets or other sustainability initiatives, could also be complex and costly. Growing public recognition of the dangers
of climate change and other sustainability-related concerns may affect customers’ travel choices, including their frequency oftravel. As a result of the foregoing, we may experience reduced demand, significant increased operating and compliance costs,
operating disruptions or limitations, constraints on our room growth, and physical damage to our hotels, all of which could
adversely affect our profits and growth, as we have seen in the past to some extent.
Insurance may not cover damage to, or losses involving, properties that we own, manage, or franchise, or other aspectsof our business, and the cost of such insurance could increase. We require comprehensive property and liability insurance
policies for our managed, leased, and owned properties with coverage features and insured limits that we believe are customary.
We also require our franchisees to maintain similar levels of insurance. Market forces beyond our control may nonetheless limit
the scope of the insurance coverage we, our hotel owners, or our franchisees can obtain, or our or their ability to obtaincoverage at reasonable rates. Certain types of losses, generally of a catastrophic nature, such as earthquakes, hurricanes andfloods, terrorist acts, pandemics, or liabilities that result from incidents involving the security of information systems, may
result in high deductibles, low limits, or may be uninsurable, or the cost of obtaining insurance may be unacceptably high. As aresult, we, our hotel owners, and our franchisees may not be successful in obtaining insurance without increases in cost or
decreases in coverage levels, or may not be successful in obtaining insurance at all. For example, over the past several years
following the severe and widespread damage caused by natural disasters, coupled with continued large global losses, theproperty, liability, and other insurance markets have seen significant cost increases. Further, in the event of a substantial loss,
the insurance coverage we, our hotel owners, or our franchisees carry may not be sufficient to pay the full market value orreplacement cost of any lost investment or in some cases could result in certain losses being totally uninsured. As a result, ourrevenues and profits could be adversely affected, and for properties we own or lease, we could lose some or all of the capitalthat we have invested in the property and we could remain obligated for guarantees, debt, or other financial obligations.
If our brands, goodwill, or other intangible assets become impaired, we may be required to record significant non-cash
charges to earnings. As of December 31, 2023, we had $18.1 billion of goodwill and other intangible assets. We review
goodwill and indefinite-lived intangible assets for impairment annually or whenever events or circumstances indicate
impairment may have occurred. Estimated fair values of our brands or reporting units could change if, for example, there arechanges in the business climate, unanticipated changes in the competitive environment, adverse legal or regulatory actions ordevelopments, changes in guests’ perception and the reputation of our brands, or changes in interest rates, operating cash flows,or market capitalization. Because of the significance of our goodwill and other intangible assets, any future impairment of these14

assets could require material non-cash charges to our results of operations, which could have a material adverse effect on ourreported financial condition and results of operations.
Our Loyalty Program plays a significant role in our business and unfavorable developments affecting the program
could adversely affect our business and results of operations. Our Loyalty Program is an important aspect of our business. Our
Loyalty Program faces significant competition from the loyalty programs offered by other hospitality companies, as well asfrom loyalty programs offered by online travel platforms, bank travel programs, and others. There is significant competition
among loyalty programs in terms of the value and utility of program currency, rewards ranges and values, and other terms andconditions. If we are not able to maintain a competitive and attractive loyalty program, whether because of changes we make tothe program or changes that result from external factors (including changes in law or regulation), our ability to acquire, engage
and retain members in our Loyalty Program and our ability to operate other programs (including our co-branded credit card
program) may be adversely impacted, which could adversely affect our operating results and financial condition.
Development and Financing Risks
Our hotel owners and franchisees depend on capital to buy, develop, and improve hotels, and they may be unable toaccess capital when necessary. Current and potential hotel owners and franchisees must periodically spend money to fund newhotel investments, as well as to refurbish and improve existing hotels. The availability of funds for new investments, andimprovement of existing hotels by our current and potential hotel owners and franchisees depends in large measure on theirability to access the capital markets, over which we have little control. Obtaining financing on attractive terms has been, andmay in the future be further, constrained by the capital markets for hotel and real estate investments.
Our ability to grow our management and franchise systems is subject to the range of risks associated with real estate
investments. Our ability to sustain continued growth through management or franchise agreements for new hotels and theconversion of existing facilities to managed or franchised Marriott brands is affected, and may potentially be limited, by avariety of factors influencing real estate development generally. These include site availability, financing availability, planning,zoning and other local approvals, and other limitations that may be imposed by market and submarket factors, such as projectedroom occupancy and rate, changes in growth in demand compared to projected supply, territorial restrictions in ourmanagement and franchise agreements, costs of construction, demand for and availability of construction resources, and otherdisruptive conditions in global, regional, or local markets.
Our owned properties and other real estate investments subject us to numerous risks. We have a number of owned andleased properties and investments in joint ventures that own properties, which are each subject to the risks that generally relate
to investments in real property. We may seek to sell some of these properties over time; however, equity real estate investments
can be difficult to sell and we may not be able to complete assets sales at prices we find acceptable or at all. Moreover, theinvestment returns available from equity investments in real estate depend in large part on the amount of income earned andcapital appreciation generated, if any, by the particular properties, and the expenses incurred. A variety of other factors also
affect income from properties and real estate values, including local market conditions and new supply of hotels and otherlodging products, availability and costs of staffing, governmental regulations, insurance, zoning, tax and eminent domain laws,
interest rate levels, and the availability of financing. Our real estate investments have been, and could in the future be, impacted
by any of these factors, resulting in a material adverse impact on our results of operations or financial condition. If ourproperties do not generate revenue sufficient to meet operating expenses and make needed capital expenditures, our income
could be adversely affected, and we could be required to record additional significant non-cash impairment charges to our
results of operations.
Risks associated with development and sale of residential properties associated with our lodging properties or brands
may reduce our profits. We participate, through licensing agreements, in the development and sale of residential properties
associated with many of our luxury and premium brands. Such projects pose further risks beyond those generally associatedwith our lodging business, which may reduce our profits or compromise our brand equity, including risks that: (1) changes inresidential real estate demand generally may reduce our profits and could make it more difficult to convince future project
developers of the value added by our brands; and (2) increases in interest rates, reductions in mortgage availability or the tax
benefits of mortgage financing or residential ownership generally, or increases in the costs of residential ownership could
prevent potential customers from buying residential products or reduce the prices they are willing to pay.
More hotel projects in our development pipeline may be cancelled or delayed in opening, which could adversely affectour growth prospects. We report a significant number of hotels in our development pipeline, including hotels underconstruction, hotels subject to signed contracts, and hotels approved for development but not yet under contract. The eventual
opening of such pipeline hotels and, in particular, the approved hotels that are not yet under contract, is subject to numerous
risks, including the other risks described in this section. We have seen construction timelines for pipeline hotels lengthen due tovarious factors, including challenges related to financing, and these circumstances could continue or worsen in the future.

15

Accordingly, we cannot assure you that all of our development pipeline will result in new hotels entering our system, or thatthose hotels will open when we anticipate.
Losses on loans or loan guarantees that we have made to third parties impact our profits. At times, we make loans forhotel 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 ofdebt related to hotels that we manage or franchise, generally subject to an obligation that the owner reimburse us for any
fundings. We have suffered losses, and could suffer losses in the future, when hotel owners or franchisees default on loans that
we provide or fail to reimburse us for loan guarantees that we have funded.
If owners of hotels that we manage or franchise cannot repay or refinance mortgage loans secured by their properties,
our revenues and profits could decrease and our business could be harmed. The owners of many of our managed or
franchised properties have pledged their hotels as collateral for mortgage loans that they entered into when those properties
were purchased or refinanced. If those owners cannot meet required debt service payments or repay or refinance maturing
indebtedness on favorable terms or at all, the lenders could declare a default, accelerate the related debt, and foreclose on theproperty, or the owners could declare bankruptcy, as we have seen in the past and could see in the future. In some cases, suchforeclosures or bankruptcies have in the past resulted, and could in the future result, in the termination of our management or
franchise agreements, eliminating our anticipated income and cash flows, which could have a significant negative effect on our
results of operations.
Technology, Information Protection, and Privacy Risks
Any disruption in the functioning of our reservation, Loyalty Program, or other core operational systems could
adversely affect our performance and results. In the operation of our business, we manage or use sophisticated technology andsystems, including those used for our reservation, customer relationship management, analytics, revenue management, property
management, human resources and payroll systems, our Loyalty Program, and technologies we make available to our guests
and for our associates. The cost, speed, accuracy, and efficiency of these technologies and systems are critical aspects of ourbusiness and are important considerations for hotel owners when choosing our brands. Our business may suffer if we or ourthird-party service providers fail to maintain, upgrade, or prevent disruption to these systems. Disruptions in or changes to thesesystems, including during upgrades or replacements, could result in a disruption to our business and the loss of important data.
A failure to keep pace with developments in technology could impair our operations or competitive position. The
lodging industry continues to demand the use of sophisticated technology and systems, including those used for our reservation,customer relationship management, analytics, revenue management, property management, human resources and payroll
systems, our Loyalty Program, and technologies we make available to our guests and for our associates. 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. Our
business could suffer if we cannot refine, update, and/or replace technologies and systems as quickly or effectively as ourcompetitors, sufficiently in advance of obsolescence or performance failure or degradation, or within budgeted costs and timeframes. We also may not achieve the benefits that we anticipate from any new or upgraded technology or system, and a failure
to do so could result in higher than anticipated costs or lower guest satisfaction or could impair our operating results. Our
business could also suffer if the use of technologies that provide alternatives to in-person meetings and events results in adecrease in demand for our lodging properties.
We are exposed to risks and costs associated with protecting the integrity and security of Company, associate, andguest data. In the operation of our business, we collect, store, use, and transmit large volumes of personal data regarding
associates, guests, customers, owners, licensees, franchisees, and our own business operations, including credit card numbers,
reservation and loyalty data, and other personal data, in various information systems that we maintain and in systems
maintained by third parties, including those of our owners, franchisees, licensees, service providers, and other third parties. The
integrity and protection of this personal data is critical to our business. Our guests and associates also have a high expectationthat we, as well as our owners, franchisees, licensees, service providers, and other third parties will adequately protect andappropriately use their personal data. The information, security, and privacy requirements imposed by global laws andgovernmental regulation, our contractual obligations, and the requirements of the payment card industry continue to become
increasingly stringent in many jurisdictions in which we operate. Our systems and the systems maintained or used by ourowners, franchisees, licensees, service providers, and other third parties may not be able to satisfy these changing legal andregulatory requirements and associate and guest expectations; we and/or these third parties may require significant additional
investments or time to do so; and security controls that we and/or these third parties may implement sometimes do not operate
effectively or as intended. We have incurred and may in the future incur significant additional costs to meet these requirements,
obligations, and expectations, and in the event of alleged or actual noncompliance, we may experience increased operating
costs, increased exposure to payment obligations and litigation, and increased risk of damage to our reputation and brand.

16

The Data Security Incident, and other information security incidents, could have numerous adverse effects on ourbusiness. As a result of the data security incident involving unauthorized access to the Starwood reservations database that we
disclosed in November 2018 (the “Data Security Incident”), numerous lawsuits were filed against us, as described further inNote 7. 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.
A number of federal, state, and foreign governmental authorities made inquiries, opened investigations, or requested
information and/or documents related to the Data Security Incident, including under various data protection and privacy
regulations. Responding to and resolving these lawsuits, claims, and/or investigations has resulted in payments and otherexpenses, such as the £18.4 million payment imposed by the Information Commissioner’s Office in the United Kingdom (the“ICO”) in connection with the ICO’s final decision issued in October 2020, and could result in material additional payments orremedial or other expenses. Other governmental authorities investigating or seeking information about the Data Security
Incident have imposed and may further impose undertakings, injunctive relief, consent decrees, or other civil or criminal
penalties, which could, among other things, materially increase our costs or otherwise require us to alter how we operate ourbusiness. Significant management time and Company resources have been, and will continue to be, devoted to matters related to
the Data Security Incident. Future publicity or developments related to the Data Security Incident, including as a result ofsubsequent reports or regulatory actions or developments, could have a range of other adverse effects on our business orprospects, 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. Insurance coverage designed tolimit our exposure to losses such as those related to the Data Security Incident may be costly and may not be sufficient oravailable to cover all of our expenses or other losses (including the final payment imposed by the ICO and any other payments,
fines or penalties) related to the Data Security Incident, and certain expenses by their nature (such as, for example, expenses
related to enhancing our cybersecurity program) are not covered by our insurance program.
Additional cybersecurity incidents could have adverse effects on our business. We have implemented enhanced security
measures to safeguard our systems and data, and we intend to continue implementing additional measures in the future, but, as
we have seen in the past, our measures may not be sufficient to maintain the confidentiality, security, or availability of the data
we collect, store, and use to operate our business. Security measures implemented by our service providers or our owners,
franchisees, licensees, other third parties or their service providers also may not be sufficient, as we have seen in the past.
Efforts to hack or circumvent security measures, efforts to gain unauthorized access to, exploit or disrupt the operation or
integrity of our data or systems, failures of systems or software to operate as designed or intended, viruses, “ransomware” orother malware, “supply chain” attacks, “phishing” or other types of business communications compromises, operator error, or
inadvertent releases of data have impacted, and may in the future impact, our information systems and records or those of ourowners, franchisees, licensees, service providers, or other third parties. Security measures, no matter how well designed or
implemented, may only mitigate and not fully eliminate risks, and security events, when detected by security tools or third
parties, may not always be immediately understood or acted upon. Our reliance on computer, Internet-based, and mobile
systems and communications, and the frequency and sophistication of efforts by third parties to gain unauthorized access or
prevent authorized access to such systems, have greatly increased in recent years. Our increased reliance on cloud-based
services and on remote access to information systems increases the Company’s exposure to potential cybersecurity incidents.
We have experienced cyberattacks, attempts to disrupt access to our systems and data, and attempts to affect the operation or
integrity of our data or systems, and the frequency and sophistication of such efforts could continue to increase. Any additionalsignificant theft of, unauthorized access to, compromise or loss of, loss of access to, or fraudulent use of guest, associate,
owner, franchisee, licensee, or Company data could adversely impact our reputation and could result in legal, regulatory andother consequences, including remedial and other expenses, fines, or litigation. Depending on the nature and scope of the event,future compromises in the security of our information systems or those of our owners, franchisees, licensees, service providers,or other third parties, or other future disruptions or compromises of data or systems, could lead to future interruptions in, orother adverse effects on, the operation of our systems or those of our owners, franchisees, licensees, service providers, or otherthird parties. This could result in operational interruptions and/or outages and a loss of profits, as well as negative publicity andother adverse effects on our business, including lost sales, loss of consumer confidence, boycotts, reduced enrollment and/or
participation in our Loyalty Program, litigation, diminished associate satisfaction, and/or retention and recruiting difficulties, allof which could materially affect our market share, reputation, business, financial condition, or results of operations.
Because we have experienced cybersecurity incidents in the past, additional incidents or the failure to detect andappropriately respond to additional incidents could magnify the severity of the adverse effects on our business. The techniques
used to obtain unauthorized access, disable or degrade service, or sabotage information systems change frequently, can bedifficult to detect for long periods of time, and can involve difficult or prolonged assessment or remediation periods even once
detected, which could also magnify the severity of these adverse effects. We cannot assure you that all potential causes of pastsignificant incidents have been identified and remediated; additional measures may be needed to prevent significant incidents inthe future. The steps we take may not be sufficient to prevent future significant incidents and as a result, such incidents may
occur again. Although we carry cyber insurance that is designed to protect us against certain losses related to cyber risks, that17

insurance coverage may not be sufficient or available to cover all expenses or other losses (including payments to regulatory
authorities) or all types of claims that may arise in connection with cyberattacks, security compromises, and other related
incidents. Furthermore, in the future such insurance may not be available on commercially reasonable terms, or at all.
Changes in privacy and data security laws could increase our operating costs and increase our exposure to payment
obligations and litigation. We are subject to numerous, complex, and frequently changing laws, regulations, and contractual
obligations designed to protect personal information. Various U.S. federal and state laws, data privacy and data security laws
outside of the U.S., payment card industry security standards, and other information privacy and security standards are allapplicable to us. Significant legislative, judicial, or regulatory changes have been and could be issued in the future. Compliancewith changes in applicable data security and privacy laws and regulations and contractual obligations, including the need torespond to investigations into our compliance, has increased and may in the future increase our costs, and may restrict ourbusiness operations, increase our exposure to payment obligations and litigation in the event of alleged noncompliance, andadversely affect our reputation.
Changes in laws could adversely affect our ability to market our products effectively. We rely on a variety of direct
marketing techniques, including email marketing, online advertising (including through social media), and postal mailings. Any
further legal restrictions under various U.S. federal, state, or international laws, or new international, federal, or state laws onmarketing and solicitation or international privacy, e-privacy, and anti-spam laws that govern these activities could adversely
affect the continuing effectiveness of email, online advertising (including through social media), and postal mailing techniquesand could require changes in our marketing strategy. If this occurs, we may not be able to develop adequate alternative
marketing strategies, which could impact the amount and timing of our sales of certain products. We also obtain access topotential guests and customers from travel service providers or other companies with whom we have substantial relationships,
and we market to some individuals on these lists directly or by including our marketing message in the other companies’
marketing materials. If access to these lists were to be prohibited or otherwise restricted, our ability to develop new guests andcustomers and introduce them to our products could be impaired.
Governance Risk
Delaware law and our governing corporate documents contain, and our Board of Directors could implement, antitakeover provisions that could deter takeover attempts. Under the Delaware business combination statute, a stockholder
holding 15 percent or more of our outstanding voting stock could not acquire us without Board of Directors’ consent for at least
three years after the date the stockholder first held 15 percent or more of the voting stock. Our governing corporate documents
also, among other things, require supermajority votes for mergers and similar transactions. In addition, our Board of Directors
could, without stockholder approval, implement other anti-takeover defenses, such as a stockholder rights plan.
Item 1B.

Unresolved Staff Comments.

None.
Item 1C.

Cybersecurity.

Risk Management and Strategy
We manage risks from cybersecurity threats through our overall enterprise risk management process, which is overseen by
our Board. Management has created a global information security program, which encompasses a dedicated global information
security team and policies, procedures, and processes for assessing, identifying, and managing risks from cybersecurity threats.
Marriott’s policies, procedures, and processes follow recognized frameworks established by the National Institute of Standards
and Technology (“NIST”) and the International Organization for Standardization, as well as other relevant standards. Our
program is designed to maintain the confidentiality, integrity, security, and availability of the data that is created, collected,
stored, and used to operate our business.
We assess, identify, and manage risks from cybersecurity threats through various mechanisms, which from time to time
may include tabletop exercises, business unit assessments, control gap analyses, threat modeling, impact analyses, internal
audits, external audits, vulnerability scans, penetration tests, and engagement of third parties to conduct analyses of our
information security program. We obtain cybersecurity threat intelligence from recognized forums, third parties, and othersources as part of our risk assessment process. We also maintain a risk-based approach for assessing, identifying, and managing
risks from cybersecurity threats associated with third party service providers, owners, franchisees, and other companies withwhom we do business.
With respect to incident response, we maintain a Global Information Security & Privacy Incident Response Plan (“IRP”),
which applies globally to information security incidents involving properties owned, leased, or managed by Marriott, as well as

18

our above-property business locations. Franchisees are responsible for information security at franchised properties and thesystems and business processes related to information security that are under their direction and control. Franchisees are
required to comply with brand standards relating to information security, which include an obligation to report information
security incidents to us.
Our IRP sets out a coordinated, multi-functional approach for investigating, containing, and mitigating incidents,
including reporting findings and keeping senior management and other key stakeholders informed and involved as appropriate.
In general, our incident response process follows the NIST framework and focuses on four phases: (i) preparation; (ii) detection
and analysis; (iii) containment, eradication, and recovery; and (iv) post-incident remediation.
We do not believe that risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, havematerially affected or are reasonably likely to materially affect our overall business strategy, results of operations, or financial
condition over the long term. See the discussion about the Starwood Data Security Incident under the “Litigation, Claims, andGovernment Investigations” caption in Note 7 of our financial statements, the discussion of the same in Part II, Item 7,“Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the discussion of
cybersecurity risk in Part I, Item 1A, “Risk Factors.”
Governance
Our Board has established a Technology and Information Security Oversight Committee (“TISOC”) to assist the Board inproviding oversight of matters pertaining to technology, information security, and privacy, including risks from cybersecurity
threats; management’s efforts to monitor and mitigate those risks; and significant cybersecurity incidents. The TISOC meets atleast four times a year and typically receives quarterly reports from our Chief Information Security Officer (“CISO”) and othermembers of management. Risks from cybersecurity threats are also discussed with the full Board as part of regular legal
updates and management presentations, the Board’s oversight of enterprise risk management, and periodic education sessions.
The Board’s Audit Committee also receives reports regarding information security and technology-related audits conducted by
our internal audit department.
To establish, implement, and evaluate our risk management policies and practices with respect to cybersecurity threats,
and to facilitate the communication of such matters to the Board and to the TISOC, we have established a number ofmanagement committees, several of which include senior leaders and direct reports of the Company’s President and CEO, thatserve as our policymaking and management-level governing bodies with respect to our information security and data privacy
programs; oversee the implementation of our information security and data privacy risk management strategy; and identify,
consider, and escalate information security and data privacy issues that may arise in our business.
Our global information security team led by our CISO works in coordination with these management committees andother cross-functional teams and is principally responsible for overseeing our information security strategy, working
collaboratively with business leaders across the organization to assess, identify, and manage risks from cybersecurity threats,
and to address cybersecurity incidents when they arise. Our global information security program is operated on a 24/7 basis toaddress risks from cybersecurity threats and to respond to cybersecurity incidents globally.
Our CISO and other members of senior management responsible for our information security program have extensive
experience assessing and managing risks from cybersecurity threats, including decades of experience in information technology
and information security positions; serving in information technology leadership positions at other large public companies; andhaving other significant experience in the areas of risk management, information technology, and information security. Our
CISO has more than 26 years of experience in information technology and/or information security, including more than 12
years in such positions in the hospitality industry.
Item 2.

Properties.

Under our asset-light business model, we typically manage or franchise hotels and other lodging offerings, rather thanown them. As of December 31, 2023, we owned or leased 13 hotels (4,339 rooms) in U.S. & Canada and 37 hotels (8,776
rooms) in International. Additionally, most of our regional offices, customer engagement centers, and sales offices, as well as
our corporate headquarters, are in leased facilities. See Part I, Item 1, “Business,” earlier in this report, and the “Properties andRooms” caption in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
for more information about our company-operated properties.

19

Item 3.

Legal Proceedings.

See the information under the “Litigation, Claims, and Government Investigations” caption in Note 7, which weincorporate here by reference. Within this section, we use a threshold of $1 million in disclosing material environmental
proceedings involving a governmental authority, if any.
From time to time, we are also subject to other legal proceedings and claims in the ordinary course of business, including
adjustments proposed during governmental examinations of the various tax returns we file. While management presently
believes that the ultimate outcome of these other proceedings, individually and in aggregate, will not materially harm ourfinancial position, cash flows, or overall trends in results of operations, legal proceedings are inherently uncertain, andunfavorable rulings could, individually or in aggregate, have a material adverse effect on our business, financial condition, or
operating results.
Item 4.

Mine Safety Disclosures.

Not applicable.
Information about our Executive Officers
See the information under “Information about our Executive Officers” in Part III, Item 10 of this report for information
about our executive officers, which we incorporate here by reference.
PART II
Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity
Securities.

Market Information
At February 6, 2024, 289,485,338 shares of our Class A Common Stock (our “common stock”) were outstanding andwere held by 30,822 stockholders of record. Our common stock trades on the Nasdaq Global Select Market under the trading
symbol MAR.
Fourth Quarter 2023 Issuer Purchases of Equity Securities(in millions, except per share amounts)

PeriodOctober 1, 2023 - October 31, 2023
November 1, 2023 - November 30, 2023
December 1, 2023 - December 31, 2023
(1)

Total Numberof Shares
Purchased
1.5
1.6
1.6

Average Priceper Share$
193.70$202.74$215.26

Total Number of
Shares Purchased as Part of
Publicly Announced Plans or
Programs (1)
1.5
1.6
1.6

Maximum Numberof Shares That May Yet Be
Purchased Under the Plans
or Programs (1)
7.3
30.7
29.1

On November 10, 2022, we announced that our Board of Directors increased our common stock repurchase authorization by 25 million shares. In
addition, on November 9, 2023, we announced that our Board of Directors further increased our common stock repurchase authorization by 25
million shares. At year-end 2023, 29.1 million shares remained available for repurchase under Board approved authorizations. We may repurchaseshares in the open market or in privately negotiated transactions, and we account for these shares as treasury stock.

Item 6.

Reserved.

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

A discussion regarding our financial condition and results of operations for year-end 2022 compared to year-end 2021
can be found in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” ofour Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the SEC on February 14, 2023(“2022 Form 10-K”).
BUSINESS AND OVERVIEW
Overview
We are a worldwide operator, franchisor, and licensor of hotel, residential, timeshare, and other lodging properties in 139
countries and territories under more than 30 brand names. Under our asset-light business model, we typically manage orfranchise hotels, rather than own them. We discuss our operations in the following reportable business segments: (1) U.S. &Canada and (2) International. In January 2024, we modified our segment structure as a result of a change in the way
20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 Pacificexcluding China, and (4) Greater China. Our Caribbean and Latin America operating segment will not meet the applicable
criteria for separate disclosure as a reportable business segment, and as such, we will include its results in “Unallocatedcorporate and other.”Terms of our management agreements vary, but our management fees generally consist of base management fees andincentive management fees. Base management fees are typically calculated as a percentage of property-level revenue. Incentive
management fees are typically calculated as a percentage of a hotel profitability measure, and, in many cases (particularly in our
U.S. & Canada, Europe, and Caribbean & Latin America regions), are subject to a specified owner return. Under our franchise
agreements, franchise fees are typically calculated as a percentage of property-level revenue or a portion thereof. Additionally,
we earn franchise fees for the use of our intellectual property, including primarily co-branded credit card fees, as well as
timeshare and yacht fees, residential branding fees, franchise application and relicensing fees, and certain other licensing fees,
which we refer to as “non-RevPAR related franchise fees.”
Performance Measures
We believe Revenue per Available Room (“RevPAR”), which we calculate by dividing room sales for comparable
properties by room nights available for the period, is a meaningful indicator of our performance because it measures the periodover-period change in room revenues for comparable properties. 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 andaverage daily rate (“ADR”), which are components of calculating RevPAR, are meaningful indicators of our performance.
Occupancy, which we calculate by dividing occupied rooms by total rooms available, measures the utilization of a property’s
available capacity. ADR, which we calculate by dividing property room revenue by total rooms sold, measures average room
price and is useful in assessing pricing levels. RevPAR, occupancy, and ADR statistics are on a systemwide basis forcomparable properties, unless otherwise stated. Comparisons to prior periods are on a constant U.S. dollar basis. We calculate
constant dollar statistics by applying exchange rates for the current period to the prior comparable period.
We define our comparable properties as our properties that were open and operating under one of our brands since thebeginning of the last full calendar year (since January 1, 2022 for the current period) and have not, in either the current or
previous year: (1) undergone significant room or public space renovations or expansions, (2) been converted between companyoperated and franchised, or (3) sustained substantial property damage or business interruption. For 2023 compared to 2022, we
had 5,375 comparable U.S. & Canada properties and 1,704 comparable International properties.
Business Trends
We saw strong global RevPAR improvement throughout 2023 compared to 2022. In 2023, worldwide RevPAR increased
14.9 percent compared to 2022, reflecting ADR growth of 5.8 percent and occupancy improvement of 5.5 percentage points.
The increase in RevPAR was driven by improvement in all customer segments.
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 bystrengthening demand, particularly in Greater China and Asia Pacific excluding China, which were impacted by COVID-19 andgovernment-imposed travel restrictions for much or all of 2022.
Starwood Data Security Incident
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. On November 30, 2018, we announced a data security incident involving
unauthorized access to the Starwood reservations database (the “Data Security Incident”). We discontinued use of the Starwood
reservations database for business operations at the end of 2018.
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 longterm financial health. Although our insurance program includes coverage designed to limit our exposure to losses such as thoserelated to the Data Security Incident, that insurance may not be sufficient or available to cover all of our expenses or other21

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 resolutionsof matters. See Note 7 for additional information related to legal proceedings and governmental investigations related to the
Data Security Incident.
System Growth and Pipeline
Our system grew from 8,288 properties (1,525,407 rooms) at year-end 2022 to 8,785 properties (1,597,380 rooms) at
year-end 2023. The increase compared to year-end 2022 reflected gross additions of 558 properties (81,281 rooms), including
149 properties (17,300 rooms) from the City Express brand acquisition, and deletions of 63 properties (9,430 rooms). Our 2023
gross room additions included approximately 60,500 rooms located outside U.S. & Canada and roughly 16,300 rooms
converted from competitor brands.
At year-end 2023, we had nearly 3,400 hotels and roughly 573,000 rooms in our development pipeline, which includes
over 21,000 rooms approved for development but not yet under signed contracts. 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. Over half of the rooms in ourdevelopment pipeline are outside U.S. & Canada.
In 2023, we signed a record number of management, franchise and license agreements for approximately 164,000 organicrooms, of which nearly 65,000 rooms are conversions and approximately 91,000 rooms are located in the U.S. and Canada, ineach 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 theMidscale 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 ofsuch MGM properties joined our system in January 2024, and the remaining properties are expected to join by the end of the2024 first quarter.
Properties and Rooms
At year-end 2023, we operated, franchised, and licensed the following properties and rooms:
Managed
Properties
Rooms
U.S. & Canada
International
Timeshare
Yacht

Total

624
1,422
—
—
2,046

215,246
360,717——575,963

Franchised/Licensed
Properties
Rooms
5,259
1,210
93
1
6,563

Owned/Leased
Properties
Rooms

752,630
218,830
22,745
149
994,354

13
37
—
—
50

22

4,339
8,776
—
—
13,115Residential
Properties
Rooms
69
57
—
—
126

7,416
6,532
—
—
13,948Total
Properties
Rooms
5,965
2,726
93
1
8,785

979,631594,855
22,745149
1,597,380

Lodging Statistics
The following table presents RevPAR, occupancy, and ADR statistics for comparable properties for 2023, and 2023
compared to 2022. Systemwide statistics include data from our franchised properties, in addition to our company-operated
properties.
RevPAR
2023

Occupancyvs. 2022

2023

Average Daily Rate

vs. 2022

2023

vs. 2022

Comparable Company-Operated Properties
U.S. & Canada$

171.81

10.2 %

68.9 %

3.7 % pts.

$

249.25

4.3 %Greater China
Asia Pacific excluding China

$

88.18

80.3 %

68.9 %

22.4 % pts.

$

128.0321.7 %$

117.3341.9 %

69.5 %

11.5 % pts.

$

168.8618.4 %

Caribbean & Latin America$

168.4413.8 %

64.0 %

4.4 % pts.

$

263.196.0 %Europe$183.6721.2 %

70.7 %

7.7 % pts.

$

259.658.0 %Middle East & Africa$

128.9912.5 %

67.6 %

3.2 % pts.

$

190.717.2 %$120.7835.6 %

68.8 %

13.1 % pts.

$

175.629.7 %$142.6921.2 %

68.8 %

9.1 % pts.

$

207.27

5.1 %U.S. & Canada$

128.258.9 %69.8 %

2.7 % pts.

$

183.83

4.7 %Greater China

$

82.77

78.6 %

67.9 %

22.2 % pts.

$

121.91

20.2 %

Asia Pacific excluding China$

117.8943.2 %

69.4 %

10.9 % pts.

$

169.9320.7 %

Caribbean & Latin America$

142.8513.9 %

64.7 %

4.2 % pts.

$

220.73

6.5 %Europe$142.88

21.8 %

68.7 %

8.3 % pts.

$

207.86

7.2 %Middle East & Africa$

120.67

14.7 %

66.6 %

2.9 % pts.

$

181.18

9.7 %International - All (1)$116.8132.6 %

67.9 %

11.7 % pts.

$

172.05

9.7 %Worldwide (2)$124.7014.9 %

69.2 %

5.5 % pts.

$

180.24

5.8 %International - All(1)

Worldwide (2)Comparable Systemwide Properties

(1)
(2)

Includes Greater China, Asia Pacific excluding China, Caribbean & Latin America, Europe, and Middle East & Africa.
Includes U.S. & Canada and International - All.

CONSOLIDATED RESULTS
The discussion below presents an analysis of our consolidated results of operations for 2023 compared to 2022. Also see
the “Business Trends” section above for further discussion.
Fee Revenues($ in millions)Base management fees

2023
$

2022

194

19 %

2,505

326

13 %

Incentive management fees

755

529

226

43 %

Gross fee revenues

4,824

4,078

746

18 %

Contract investment amortization
Net fee revenues$

Change 2023 vs. 2022

2,831Franchise fees

1,238

1,044

(88)
$

4,736

$

(89)
$

3,989

$

1

1%

747

19 %

The increase in base management fees primarily reflected higher RevPAR and unit growth.
The increase in franchise fees primarily reflected higher RevPAR, unit growth ($99 million), and higher non-RevPAR
related franchise fees ($50 million). Non-RevPAR related franchise fees of $832 million in 2023 increased primarily due tohigher co-branded credit card fees ($55 million).
The increase in incentive management fees primarily reflected higher profits at many managed hotels. In 2023, we earned
incentive management fees from 68 percent of our managed properties worldwide, compared to 61 percent in 2022. We earned
incentive management fees from 31 percent of our U.S. & Canada managed properties and 85 percent of our International
managed properties in 2023, compared to 29 percent in U.S. & Canada and 76 percent in International in 2022. In addition, 65
percent of our total incentive management fees in 2023 came from our International managed properties versus 58 percent in
2022.

23

Owned, Leased, and Other($ in millions)
Owned, leased, and other revenue

2023$

Owned, leased, and other - direct expenses
Owned, leased, and other, net

2022
1,564

$

1,165
$

399

Change 2023 vs. 2022
1,367

$

1,074
$

293

$

197

14 %

91

8%

106

36 %

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

2023$

Reimbursed expenses
Cost reimbursements, net

2022
17,413$

17,424$

Change 2023 vs. 2022
15,417$

15,141(11) $

276

$

1,996

13 %

2,283

15 %

(287)

(104)%

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 property
owners and franchisees. Over the long term, our centralized programs and services are not designed to impact our economics,
either positively or negatively. See Note 2 for more information about the accounting for cost reimbursements, including our
Loyalty Program.
The decrease in cost reimbursements, net primarily reflected Loyalty Program activity, primarily due to lower program
revenues and higher program expenses, higher expenses related to our insurance program, and higher marketing expenses.
Other Operating Expenses($ in millions)
Depreciation, amortization, and other

2023
$

2022
189

General, administrative, and otherMerger-related charges and other$

Change 2023 vs. 2022
193

1,011
60

$

891
12

(4)

(2)%

120
48

13 %
400 %

General, administrative, and other expenses increased primarily due to higher administrative and compensation costs andhigher litigation accruals.
Merger-related charges and other expenses increased primarily due to the Data Security Incident discussed in Note 7.
Non-Operating Income (Expense)($ in millions)
Gains and other income, net

2023
$

2022
40

$

Change 2023 vs. 2022
11

$

29

264 %
(40)%

Interest expense

(565)

(403)

(162)

Interest income

30

26

4

15 %

Equity in earnings

9

18

(9)

(50)%

Gains and other income, net increased primarily due to a gain on the sale of a hotel in the Caribbean & Latin America
region ($24 million).
Interest expense increased primarily due to higher commercial paper borrowings and interest rates ($71 million), higher
debt balances driven by Senior Notes issuances, net of maturities ($70 million), and higher interest rates on floating rate debt,
including the effect of interest rate swaps ($19 million).
Equity in earnings decreased primarily due to gains recorded in the prior year on the sale of properties held by equity
method investees ($23 million).

24

Income Taxes($ in millions)
Provision for income taxes

2023
$

2022

Change 2023 vs. 2022(295) $

(756) $

461

61 %Our tax provision decreased in 2023, compared to our tax provision in 2022, primarily due to intellectual property
restructuring transactions completed during 2023 resulting in non-U.S. tax benefits ($228 million), the release of a tax valuation
allowance as the Company concluded it is more likely than not to recognize non U.S. tax benefits ($223 million), and thecurrent year release of tax reserves ($103 million), which was mostly due to the completion of a prior year tax audit. The
decrease was partially offset by the increase in operating income ($61 million).
BUSINESS SEGMENTS
The following discussion presents an analysis of the operating results of our reportable business segments. Also see the“Business Trends” section above for further discussion.
($ in millions)

2023

2022

Change 2023 vs. 2022

U.S. & Canada
Segment revenues

$

1,943

12 %

2,724

2,446

278

11 %

Segment revenues

4,455

3,486

969

28 %

Segment profit

1,121

794

327

41 %

Segment profit
International

17,696$15,753$

Properties

U.S. & Canada
International

December 31,
2023

December 31,
2022

5,965
2,726

5,846
2,348

Rooms
vs. December 31,
2022
119
378

2%
16 %

December 31,
2023

December 31,
2022

979,631594,855

964,412538,101

vs. December 31,
2022
15,21956,7542%
11 %U.S. & Canada
U.S. & Canada segment profit increased primarily due to the following:•$313 million of higher gross fee revenues, primarily reflecting higher RevPAR driven by increases in both ADR andoccupancy, unit growth, and higher profits at certain managed hotels; and•$73 million of higher owned, leased, and other revenue, net of direct expenses, primarily reflecting $57 million ofhigher termination fees, primarily related to one development project, and a $31 million estimated monetary payment
recorded in 2022 related to a portfolio of 12 leased hotels;
partially offset by:•$77 million of lower cost reimbursement revenue, net of reimbursed expenses.

25International
International segment profit increased primarily due to the following:•$373 million of higher gross fee revenues, primarily reflecting higher profits at certain managed hotels, higher
RevPAR driven by increases in both occupancy and ADR in all regions, and unit growth, partially offset by net
unfavorable foreign exchange rates;•$24 million of higher gains and other income, net, primarily reflecting a gain on the sale of a hotel in the Caribbean &Latin America region ($24 million); and•$3 million of higher owned, leased, and other revenue, net of direct expenses, primarily reflecting stronger results at
our owned and leased properties ($43 million), partially offset by subsidies received in 2022 for certain of our leased
hotels under German government COVID-19 assistance programs ($29 million);
partially offset by:•$32 million of lower cost reimbursement revenue, net of reimbursed expenses; and•$55 million of higher general, administrative, and other expenses, primarily reflecting higher litigation accruals andhigher compensation costs.

LIQUIDITY AND CAPITAL RESOURCES
Our Credit Facility
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 (which generally have short-term maturities of 45 daysor 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 leveragecovenant 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.
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 forcommercial paper will affect our liquidity, given our borrowing capacity under the Credit Facility and access to capital markets.
Cash from Operations
Net cash provided by operating activities increased by $807 million in 2023 compared to 2022, primarily due to higher net
income (adjusted for non-cash items), working capital changes driven by accounts receivable timing, and higher cash generated
by our Loyalty Program, partially offset by higher cash paid for income taxes. Cash inflow from our Loyalty Program in 2020
included $920 million of cash received from the prepayment of certain future revenues under the 2020 amendments to ourexisting U.S.-issued co-branded credit card agreements, which reduced the amount of cash we received from these card issuersin subsequent years, until such reductions ended as of year-end 2023.
Our ratio of current assets to current liabilities was 0.4 to 1.0 at year-end 2023 and 0.5 to 1.0 at year-end 2022. We havesignificant borrowing capacity under our Credit Facility should we need additional working capital.

26

Investing Activities Cash Flows
Capital Expenditures and Other Investments. We made capital and technology expenditures of $452 million in 2023
and $332 million in 2022. Capital and technology expenditures in 2023 increased by $120 million compared to 2022, primarily
due to higher spending on our worldwide technology systems transformation, the overwhelming portion of which is expected tobe reimbursed over time. We also had cash outflows of $101 million in 2023 due to the City Express brand acquisition, which
we discuss in Note 3.
We expect capital expenditures and other investments will total approximately $1.0 billion to $1.2 billion for 2024,
including capital and technology expenditures, loan advances, contract acquisition costs, and other investing activities(including approximately $250 million for maintenance capital spending). Our anticipated capital and technology expenditures
include $200 million of spending related to our option to purchase the land underlying the Sheraton Grand Chicago, which we
discuss in Note 7.
Dispositions. Property and asset sales generated $71 million of cash proceeds in 2023 and $1 million in 2022.
Over time, we have sold lodging properties, both completed and under development, generally subject to long-term
management agreements. The ability of third-party purchasers to raise the debt and equity capital necessary to acquire suchproperties depends in part on the perceived risks in the lodging industry and other constraints inherent in the capital markets.
We monitor the status of the capital markets and regularly evaluate the potential impact of changes in capital market conditions
on our business operations. We have made, and expect to continue making, selective and opportunistic investments to add units
to our lodging business, which may include property acquisitions and renovations, new construction, loans, guarantees, andequity investments. Over time, we seek to minimize capital invested in our business through asset sales subject to long-term
management or franchise agreements.
Loan Activity. From time to time, we make loans to owners of hotels that we operate or franchise. Loan advances, net ofloan collections, amounted to $16 million in 2023, compared to net collections of $3 million in 2022. At year-end 2023, we had$169 million of loans outstanding, compared to $162 million outstanding at year-end 2022.
Financing Activities Cash Flows
Debt. Debt increased by $1,809 million in 2023, to $11,873 million at year-end 2023 from $10,064 million at year-end
2022, primarily due to the issuance of our Series LL Notes and Series MM Notes ($1,135 million) and Series KK Notes ($783
million), and higher outstanding commercial paper borrowings ($546 million), partially offset by the maturity of our Series Z
Notes and Series U Notes ($350 million and $291 million, respectively). See Note 9 for additional information on Senior Notes
issuances.
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 year-end 2023, our long-term debt had a weighted average interest
rate of 4.5 percent and a weighted average maturity of approximately 5.0 years. Including the effect of interest rate swaps, theratio of our fixed-rate long-term debt to our total long-term debt was 0.8 to 1.0 at year-end 2023.
See the “Our Credit Facility” caption in this “Liquidity and Capital Resources” section for more information on our Credit
Facility.
Share Repurchases and Dividends. We repurchased 21.5 million shares of our common stock for $3.9 billion in 2023.
Year-to-date through February 9, 2024, we repurchased 1.3 million shares for $300 million. For additional information, see“Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities” in Part II,
Item 5.
Our Board declared the following quarterly cash dividends in 2023: (1) $0.40 per share declared on February 10, 2023 andpaid on March 31, 2023 to stockholders of record on February 24, 2023; (2) $0.52 per share declared on May 12, 2023 and paidon June 30, 2023 to stockholders of record on May 26, 2023; (3) $0.52 per share declared on August 3, 2023 and paid on
September 29, 2023 to stockholders of record on August 17, 2023; and (4) $0.52 per share declared on November 9, 2023 andpaid on December 29, 2023 to stockholders of record on November 22, 2023. Our Board declared a cash dividend of $0.52 pershare on February 8, 2024, payable on March 29, 2024 to stockholders of record on February 22, 2024.

27

We expect to continue to return cash to stockholders through a combination of share repurchases and cash dividends.
Material Cash Requirements
Our material cash requirements include the following contractual obligations and off-balance sheet arrangements.
•

At year-end 2023, we had $13,937 million of debt, including principal and future interest payments, of which $972
million is payable within the next 12 months from year-end 2023. See Note 9 for further information about our longterm debt.

•

We enter into operating and finance leases primarily for hotels, offices, and equipment, which are discussed in Note 8.

•

At December 31, 2023, projected Deemed Repatriation Transition Tax payments under the U.S. tax legislation enacted
on December 22, 2017, commonly referred to as the 2017 Tax Cuts and Jobs Act, totaled $243 million, of which $108
million is payable within the next 12 months from year-end 2023.

•

The Company also had guarantees, a contingent purchase obligation, commitments, and letters of credit as of year-end
2023, which are discussed in Note 7. With the exception of the Sheraton Grand Chicago put option discussed in Note
7, the majority of our remaining guarantee commitments are not expected to be funded within the next 12 months fromyear-end 2023. In addition to the purchase obligations discussed in Note 7, in the normal course of business, we enter
into purchase commitments and incur other obligations to manage the daily operating needs of the hotels that wemanage. Since our contracts with owners require reimbursement for these amounts, these obligations are expected tohave minimal impact on our net income and cash flow.

NEW ACCOUNTING STANDARDS
We do not expect that accounting standard updates issued to date and that are effective after December 31, 2023 will havea material effect on our Financial Statements.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Our preparation of financial statements in accordance with GAAP requires management to make estimates andassumptions that affect reported amounts and related disclosures. Management considers an accounting policy and estimate tobe critical if: (1) we must make assumptions that were uncertain when the estimate was made; and (2) changes in the estimate,or selection of a different estimate methodology could have a material effect on our consolidated results of operations or
financial condition.
While we believe that our estimates, assumptions, and judgments are reasonable, they are based on information available
when the estimate or assumption was made. Actual results may differ significantly. Additionally, changes in our assumptions,estimates or assessments due to unforeseen events or otherwise could have a material impact on our financial position or resultsof operations.
See Note 2 for further information related to our critical accounting policies and estimates, which are as follows:
Loyalty Program, including how we estimate the breakage of hotel points, credit card points, and free nightcertificates, the volume of points and free night certificates that will be issued under our co-branded credit card
agreements, the amount of consideration to which we will be entitled under our co-branded credit card agreements, andthe stand-alone selling prices of goods and services provided under our co-branded credit card agreements. Changes inthese estimates could result in material changes to our liability for guest loyalty program and Loyalty Program
revenue. Based on the conditions existing at December 31, 2023 and holding other factors constant, a one percent
decrease in our estimate of the breakage of points could result in an increase in the liability for guest loyalty programof approximately $50 million. The breakage impact may vary significantly depending on the specific Loyalty Program
points for which the anticipated breakage changes.
Goodwill, including how we evaluate the fair value of reporting units and when we record an impairment loss on
goodwill. During the 2023 fourth quarter, we conducted our annual goodwill impairment test, and no impairment
charges were recorded. The estimated fair values of all our reporting units significantly exceeded their carrying
amounts at the date of their most recent estimated fair value determination.
Intangibles and Long-Lived Assets, including how we evaluate the fair value of intangibles and long-lived assets andwhen we record impairment losses on intangibles and long-lived assets. During 2023, we evaluated our intangibles andlong-lived asset groups for impairment and did not record any material impairment charges. The estimated fair values

28

of all our indefinite-lived intangible assets significantly exceeded their carrying amounts at the date of their mostrecent estimated fair value determination.
Item 7A.

Quantitative and Qualitative Disclosures About Market Risk.

We are exposed to market risk primarily from changes in interest rates and currency exchange rates. We manage our
exposure to these risks by monitoring available financing alternatives, through the development and application of credit
granting policies, and by entering into derivative arrangements. We do not foresee any significant changes in either our
exposure to fluctuations in interest rates or currency rates or how we manage such exposure in the future.
We use derivative instruments, including cash flow hedges, fair value hedges, net investment in non-U.S. operations
hedges, and other derivative instruments, as part of our overall strategy to manage our exposure to market risks associated withfluctuations in interest rates and currency exchange rates. We continue to have exposure to such risks to the extent they are nothedged. See Note 2 for more information on derivative instruments. We use forward contracts not designated as hedging
instruments to manage currency exchange rate risk associated with certain cash and intercompany loan balances. We intend tooffset the gains and losses related to these forward contracts with the gains and losses related to the remeasurement of our cash
and intercompany loan balances, such that there is a negligible effect on earnings. We do not consider the fair value or earnings
impact of these forward contracts to be material to our consolidated financial statements.
We are exposed to interest rate risk on our floating-rate notes receivable and floating-rate debt, including the effect ofinterest rate swaps. Changes in interest rates also impact the fair value of our fixed-rate notes receivable and the fair value of
our fixed-rate long-term debt.
The following table sets forth the scheduled maturities and the total fair value as of year-end 2023 for our financial
instruments that are impacted by interest rate risk:
Maturities by Period(in millions)

2024

2025

2026

Assets - Maturities represent expected principal receipts. Fair values represent assets.
Fixed-rate notes receivable
$
23 $
7 $

2027
6

$

2028
4

$

Total
Carrying
AmountThereafter
2

$

15

$

Average interest rate
Floating-rate notes receivable

$

53

$

109

1.09 %
$

8

$

73

$

4

$

—

$

20

$

7

Average interest rate$112
6.60 %

Liabilities - Maturities represent expected principal payments. Fair values represent liabilities.
Fixed-rate debt$
— $ (1,301) $ (1,192) $(987) $ (1,435) $ (4,861) $ (9,776)

Average interest rate
Floating-rate debt

57

Total
Fair
Value

$ (9,445)

4.20 %$(545) $—

Average interest rate$—

$ (1,421) $

—

$

—

$ (1,966)
6.06 %29$ (1,966)

Item 8.

Financial Statements.

The following financial information is included on the pages indicated:

Management’s Report on Internal Control Over Financial Reporting

Page
31

Report of Independent Registered Public Accounting Firm

32

Report of Independent Registered Public Accounting Firm

33

Consolidated Statements of Income

36

Consolidated Statements of Comprehensive Income

37

Consolidated Balance Sheets

38

Consolidated Statements of Cash Flows

39

Consolidated Statements of Stockholders’ (Deficit) Equity

40

Notes to Consolidated Financial Statements
Basis of Presentation
Summary of Significant Accounting Policies
Acquisition
Earnings Per Share
Stock-Based Compensation
Income Taxes
Commitments and Contingencies
LeasesLong-Term Debt
Intangible Assets and Goodwill
Property and Equipment
Fair Value of Financial Instruments
Accumulated Other Comprehensive Loss
Business Segments
Related Party Transactions

41
41
41
48
49
49
50
52
54
56
57
58
58
59
59
60

30

MANAGEMENT’S REPORT ON
INTERNAL CONTROL OVER FINANCIAL REPORTING
Management of Marriott International, Inc. (the “Company”) is responsible for establishing and maintaining adequate
internal control over financial reporting and for assessing the effectiveness of internal control over financial reporting. The
Company has designed its internal control over financial reporting to provide reasonable assurance on the reliability of financial
reporting and the preparation of the consolidated financial statements in accordance with U.S. generally accepted accounting
principles.
The Company’s internal control over financial reporting includes those policies and procedures that: (1) pertain to themaintenance of records that, in reasonable detail, accurately and fairly reflect the Company’s transactions and dispositions of
the Company’s assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of theconsolidated financial statements in accordance with U.S. generally accepted accounting principles, and that receipts andexpenditures of the Company are being made only in accordance with authorizations of the Company’s management anddirectors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the Company’s assets that could have a material effect on the consolidated financial statements.
Because of inherent limitations in internal control over financial reporting, such controls may not prevent or detect
misstatements. Also, projections of any evaluation of the effectiveness of internal controls to future periods are subject to therisk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies
or procedures may deteriorate.
In connection with the preparation of the Company’s annual consolidated financial statements, management assessed theeffectiveness of the Company’s internal control over financial reporting as of December 31, 2023, based on criteria establishedin 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, 2023, theCompany’s internal control over financial reporting was effective to provide reasonable assurance of the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted
accounting principles.
Ernst & Young LLP (PCAOB ID: 42), the independent registered public accounting firm that audited the Company’s
consolidated financial statements included in this report, has issued an attestation report on the effectiveness of the Company’s
internal control over financial reporting, a copy of which appears on the following page.

31

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors of Marriott International, Inc.
Opinion on Internal Control over Financial Reporting
We have audited Marriott International, Inc.’s internal control over financial reporting as of December 31, 2023, based on
criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of theTreadway Commission (2013 Framework) (the COSO criteria). In our opinion, Marriott International, Inc. (the Company)
maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the
COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)(PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, and 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, 2023, and the related notes, and our report dated February 13, 2024 expressed an unqualified
opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Reporton Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control
over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be
independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules andregulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform theaudit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in allmaterial respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, andperforming such other procedures as we considered necessary in the circumstances. We believe that our audit provides areasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and proceduresthat (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts andexpenditures of the company are being made only in accordance with authorizations of management and directors of thecompany; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Tysons, Virginia
February 13, 2024

32

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors of Marriott International, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Marriott International, Inc. (the Company) as ofDecember 31, 2023, and 2022, 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, 2023, and the related notes (collectively
referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in allmaterial respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 2023, in conformity with U.S. generally accepted
accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)(PCAOB), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established inInternal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission(2013 Framework) and our report dated February 13, 2024 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion onthese financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to
be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules andregulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform theaudit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due toerror or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included
examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements thatwere communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures thatare material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The
communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken asa whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit
matters or on the accounts or disclosures to which they relate.

33

Description of the
Matter

Accounting for the Loyalty Program
During 2023 the Company recognized $2,798 million of revenues previously deferred as ofDecember 31, 2022, and had deferred revenue of $7,006 million as of December 31, 2023
associated with the Marriott Bonvoy guest loyalty program (the “Loyalty Program”). As
discussed in Note 2 to the financial statements, the Company recognizes revenue for
performance obligations relating to Loyalty Program points and free night certificates as
they are redeemed and the related performance obligations are satisfied. The Company
recognizes a portion of revenue for the Licensed IP performance obligation under the salesbased royalty criteria, with the remaining portion recognized on a straight-line basis overthe contract term. Revenue is recognized utilizing complex models based upon theestimated 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 highvolume of data used to monitor and account for Loyalty Program results and (2) thecomplexity and judgment of estimating the standalone selling price per Loyalty Program
point, including both the estimate of variable consideration under the Company’s cobranded credit card agreements which has significant estimation uncertainty associatedwith projecting future cardholder spending and redemption activity, and the estimatedbreakage of Loyalty Program points which requires the use of specialists.

How We Addressed the
Matter in Our Audit

We obtained an understanding, evaluated the design and tested the operating effectivenessof 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 thedevelopment 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 andconsistency with US GAAP of the accounting model developed by the Company torecognize revenue and costs associated with the Loyalty Program, and testing significant
inputs into the accounting model, including the estimated standalone selling price andrecognition of points earned and redeemed during the period. 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 ofmanagement’s assumptions, including projections of cash flows, used to estimate variableconsideration under the Company’s co-branded credit cards.

34

Description of the
Matter

Accounting for General and Administrative Expenses and Reimbursed Expenses
During 2023 the Company recognized $1,011 million of general and administrative
expenses and $17,424 million of reimbursed expenses. As discussed in Note 2 to thefinancial statements, the Company incurs certain expenses that are for the benefit of, andreimbursable from, hotel owners and franchisees. Such amounts are recorded in the period
in which the expense is incurred and include judgment with respect to the allocation ofcertain costs between general and administrative expenses, which are non-reimbursable,
and reimbursed expenses.
Auditing the classification of general and administrative expenses and reimbursed expenses
is complex due to: (1) judgment associated with testing management’s conclusions
regarding the allocation of costs between reimbursable and non-reimbursable expenses and(2) incentives within management’s compensation structure designed to achieve certain
financial targets that exclude the impact of reimbursed expenses.

How We Addressed the
Matter in Our Audit

We obtained an understanding, evaluated the design and tested the operating effectivenessof controls over the Company’s process of accounting for reimbursed expenses, generaland 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.
To test the recognition of reimbursed expenses for appropriate classification, we performed
audit procedures that included, among others, (1) testing manual journal entries made to
reimbursed expenses and general and administrative expenses and (2) performing analyticalprocedures over total reimbursed expenses and general and administrative expenses inorder to identify any trends or indicators of material errors in the classification of expenses.

/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2002.
Tysons, Virginia
February 13, 2024

35

MARRIOTT INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF INCOME
Fiscal Years 2023, 2022, and 2021
(in millions, except per share amounts)
2023
REVENUES
Base management fees
Franchise fees
Incentive management fees
Gross fee revenues
Contract investment amortization
Net fee revenues
Owned, leased, and other revenue
Cost reimbursement revenue (1)$1,044 $
2,505
529
4,078
(89)
3,989
1,367
15,417
20,773

669
1,790
235
2,694
(75)
2,619
796
10,442
13,857

$

1,165
189
1,011
60
17,424
19,849
3,864
40
—
(565)
30
9
3,378
(295)
3,083 $

1,074
193
891
12
15,141
17,311
3,462
11
—
(403)
26
18
3,114
(756)
2,358 $

734
220
823
8
10,322
12,107
1,750
10
(164)
(420)
28
(24)
1,180
(81)
1,099

$
$

10.23
10.18

7.27
7.24

3.36
3.34

OPERATING INCOME
Gains and other income, net
Loss on extinguishment of debt
Interest expense
Interest income
Equity in earnings (losses) (1)
INCOME BEFORE INCOME TAXES
Provision for income taxes(1)

See Note 15 for disclosure of related party amounts.

See Notes to Consolidated Financial Statements.

36

2021

1,238 $
2,831
755
4,824
(88)
4,736
1,564
17,41323,713

OPERATING COSTS AND EXPENSES
Owned, leased, and other - direct
Depreciation, amortization, and other
General, administrative, and otherMerger-related charges and other
Reimbursed expenses (1)NET INCOMEEARNINGS PER SHARE
Earnings per share – basic
Earnings per share – diluted

2022

$
$

$
$

MARRIOTT INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Fiscal Years 2023, 2022, and 2021
(in millions)
Net income
Other comprehensive income (loss)
Foreign currency translation adjustments
Other adjustments, net of tax
Total other comprehensive income (loss), net of tax
Comprehensive income

$

$

2023
3,083

86
(4)
82
3,165 $

See Notes to Consolidated Financial Statements.

37

$

2022
2,358

$

2021
1,099

(389)
2
(387)
1,971 $

(212)
5
(207)
892

MARRIOTT INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS
Fiscal Years-Ended 2023 and 2022
(in millions)
ASSETS
Current assets
Cash and equivalents
Accounts and notes receivable, net
Prepaid expenses and otherDecember 31,
2023

December 31,
2022

$

$

Property and equipment, net
Intangible assets
BrandsContract acquisition costs and other
Goodwill
Equity method investments
Notes receivable, net
Deferred tax assets
Operating lease assets
Other noncurrent assets$
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITYCurrent liabilities
Current portion of long-term debt
Accounts payable
Accrued payroll and benefits
Liability for guest loyalty program
Accrued expenses and other$

Long-term debt
Liability for guest loyalty program
Deferred tax liabilities
Deferred revenue
Operating lease liabilities
Other noncurrent liabilities
Stockholders’ (deficit) equity
Class A Common Stock
Additional paid-in-capital
Retained earnings
Treasury stock, at cost
Accumulated other comprehensive loss$
See Notes to Consolidated Financial Statements.

38

338
2,712
261
3,311
1,581
5,907
3,283
8,886
18,076
308
138
673
929
658
25,674

553
738
1,390
3,328
1,753
7,762
11,320
3,678
209
1,018
887
1,482

$

507
2,571
235
3,313
1,585
5,812
2,935
8,872
17,619
335
152
240
987
584
24,815

$

684
746
1,299
3,314
1,296
7,339
9,380
3,280
313
1,059
1,034
1,842

5
6,051
14,838(20,929)
(647)
(682)
25,674 $5
5,965
12,342(17,015)(729)
568
24,815MARRIOTT INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Fiscal Years 2023, 2022, and 2021
(in millions)
2023

2022

2021

OPERATING ACTIVITIESNet income
Adjustments to reconcile to cash provided by operating activities:
Depreciation, amortization, and other
Stock-based compensation
Income taxes
Liability for guest loyalty program
Contract acquisition costs
Merger-related charges and other
Working capital changes
Loss on extinguishment of debt
Other
Net cash provided by operating activities
INVESTING ACTIVITIES$Capital and technology expenditures
Asset acquisition
Dispositions
Loan advances
Loan collections
Other
Net cash used in investing activities
FINANCING ACTIVITIESCommercial paper/Credit Facility, net
Issuance of long-term debt
Repayment of long-term debt
Issuance of Class A Common Stock
Debt extinguishment costs
Dividends paid
Purchase of treasury stock
Stock-based compensation withholding taxes
Other
Net cash used in financing activities(DECREASE) INCREASE IN CASH, CASH EQUIVALENTS, AND
RESTRICTED CASH
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of
period (1)CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period (1) $
(1)

3,083

$

2,358

$

1,099

277
205
(612)
301
(221)
47
69
—
21
3,170

282
192
280
(119)
(149)
(8)
(542)
—
69
2,363

295
182
(281)
(28)
(210)
(10)
110
164
(144)
1,177

(452)
(101)
71
(77)
61
33
(465)

(332)
—
1
(11)
14
31
(297)

(183)
—
12
(13)
40
(43)
(187)

546
1,918
(684)
29
—

(182)
983
(804)
—
—

150
1,793
(2,174)
2
(155)

(587)
(3,953)(108)(25)(2,864)(321)(2,566)(89)
17(2,962)

—
—
(90)
11
(463)

(159)

(896)

527

525
366

1,421
525

894
1,421

$

$

The 2023 amounts include beginning restricted cash of $18 million at December 31, 2022 and ending restricted cash of $28 million at December 31,
2023, which we present in the “Prepaid expenses and other” and “Other noncurrent assets” captions of our Balance Sheets.

See Notes to Consolidated Financial Statements.

39

MARRIOTT INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ (DEFICIT) EQUITY
Fiscal Years 2023, 2022, and 2021
(in millions, except per share amounts)
CommonSharesOutstanding

324.4
—
—
1.9
326.3

Balance at December 31, 2020
Net income
Other comprehensive loss
Stock-based compensation plans
Balance at December 31, 2021—
Net income—
Other comprehensive loss—
Dividends ($1.00 per share)
1.1
Stock-based compensation plans(16.8)
Purchase of treasury stock
310.6
Balance at December 31, 2022—
Net income—
Other comprehensive income—
Dividends ($1.96 per share)
1.4
Stock-based compensation plans(21.5)
Purchase of treasury stock
(1)
290.5
Balance at December 31, 2023
(1)

Total

$

$

430 $
1,099
(207)
92
1,414
2,358
(387)
(321)
104
(2,600)
568
3,083
82
(587)
126
(3,954)(682) $Class A
Common
Stock

5
—
—
—
5
—
—
—
—
—
5
—
—
—
—
—
5

Additional
Paid-inCapital

$

$

5,851
—
—
41
5,892
—
—
—
73
—
5,965
—
—
—
86
—
6,051

Retained
Earnings$$

Treasury
Stock, at
Cost

Accumulated
Other
Comprehensive
Loss9,206 $ (14,497) $
1,099
—
—
—
—
51
10,305(14,446)
2,358
—
—
—
(321)
—
—
31
—
(2,600)12,342(17,015)
3,083
—
—
—
(587)
—
—
40
—
(3,954)
14,838 $ (20,929) $

(135)
—
(207)
—
(342)
—
(387)
—
—
—
(729)
—
82
—
—
—
(647)

Our restated certificate of incorporation authorizes 800,000,000 shares of our common stock, with a par value of $0.01 per share and 10,000,000 shares of preferred stock, without par value. At year-end 2023,
we had 290,539,975 of these authorized shares of our common stock and no preferred stock outstanding.

See Notes to Consolidated Financial Statements.

40

MARRIOTT INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTSNOTE 1. BASIS OF PRESENTATIONThe consolidated financial statements present the results of operations, financial position, and cash flows of MarriottInternational, Inc. and subsidiaries (referred to in this report as “we,” “us,” “Marriott,” or the “Company”). In order to make thisreport 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
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 Consolidated Financial
Statements, unless otherwise stated.
Preparation of financial statements that conform with U.S. generally accepted accounting principles (“GAAP”) requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of thefinancial statements, the reported amounts of revenues and expenses during the reporting periods, and the disclosures ofcontingent 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 at fiscal year-end 2023 and fiscal year-end 2022 and the results of our operations and cash flows for fiscal
years 2023, 2022, and 2021. We have eliminated all material intercompany transactions and balances between entities
consolidated in these Financial Statements.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESRevenue Recognition
Base Management and Incentive Management Fees: For our managed properties, we have performance obligations toprovide hotel management services and a license to our intellectual property for the use of our brand names. As compensation
for such services, we are generally entitled to receive base fees, which are a percentage of the revenues of properties, andincentive management fees, which are generally based on a measure of hotel profitability. Both the base and incentive
management fees are variable consideration, as the transaction price is based on a percentage of revenue or profit, as defined ineach contract. We recognize base management fees on a monthly basis over the term of the agreement as those amounts become
payable. We recognize incentive management fees on a monthly basis over the term of the agreement based on each property’s
financial results, as long as we do not expect a significant reversal due to projected future hotel performance or cash flows in
future periods.
Franchise Fee and Royalty Fee Revenue: For our franchised properties, we have a performance obligation to provide
franchisees and operators a license to our intellectual property for use of certain of our brand names. As compensation for suchservices, we are typically entitled to initial application fees and ongoing royalty fees. Our ongoing royalty fees represent
variable consideration, as the transaction price is based on a percentage of certain revenues of the properties, as defined in eachcontract. We recognize royalty fees on a monthly basis over the term of the agreement as those amounts become payable. Initial
application and relicensing fees are fixed consideration payable upon submission of a franchise application or renewal and arerecognized on a straight-line basis over the initial or renewal term of the franchise agreements.
Owned and Leased Hotel Revenue: At our owned and leased hotels, we have performance obligations to provide
accommodations and other ancillary services to hotel guests. As compensation for such goods and services, we are typicallyentitled to a fixed nightly fee for an agreed upon period and additional fixed fees for any ancillary services purchased. These
fees are generally payable at the time the hotel guest checks out of the hotel. We generally satisfy the performance obligations
over time, and we recognize the revenue from room sales and from other ancillary guest services on a daily basis, as the rooms
are occupied and we have rendered the services.
Cost Reimbursements: Under our management and franchise agreements, we are entitled to be reimbursed for certain
costs we incur on behalf of the managed, franchised, and licensed properties, with no added mark-up. These costs primarily
consist of payroll and related expenses at managed properties where we are the employer of the employees at the properties andinclude certain operational and administrative costs as provided for in our contracts with the owners. We are entitled toreimbursement in the period we incur the related reimbursable costs, which we recognize within the “Cost reimbursement
revenue” caption of our Income Statements.

41

Under our management and franchise agreements, hotel owners and franchisees participate in certain centralized programs
and services, such as marketing, sales, reservations, and insurance programs. We operate these programs and services for the
benefit of our hotel owners. We do not operate these programs and services to generate a profit over the long term, andaccordingly, when we recover the costs that we incur for these programs and services from our hotel owners, we do not seek amark-up. The amounts we charge for these programs and services are generally a combination of fixed fees and variable fees
based on sales or other metrics and are payable on a monthly basis. We generally recognize revenue within the “Costreimbursement revenue” caption of our Income Statements when the amounts may be billed to hotel owners, and we recognize
expenses within the “Reimbursed expenses” caption as they are incurred. This pattern of recognition results in timing
differences between the costs incurred for centralized programs and services and the related reimbursement from hotel owners
in our operating and net income. Over the long term, these programs and services are not designed to impact our economics,
either positively or negatively. In addition, we present in the “Reimbursed expenses” caption of our Income Statements
spending funded by the proceeds ($664 million, $425 million after-tax) from the 2017 sale of our interest in Avendra LLC,
which we committed would be used for the benefit of hotels in our system. Such spending totaled $161 million ($120 million
after-tax) in 2023, $69 million ($52 million after-tax) in 2022, and $56 million ($42 million after-tax) in 2021.
Other Revenue: Includes Global Design fees, which we describe below, termination fees, and other property and brandrevenues. We generally recognize termination fees when collection is probable and other revenue as services are rendered.
Amounts received in advance are deferred as liabilities.
We provide certain hotel design and construction review (“Global Design”) services to our managed and franchised hotel
owners, generally during the period prior to a hotel’s opening or during the period a hotel is converting to a Marriott brand (the“pre-opening period”). As compensation for such services, we may be entitled to receive a fixed fee that is payable during thepre-opening period of the hotel. As these services are not a distinct performance obligation, we recognize the fees on a straightline basis over the initial term of the management or franchise agreement within the “Owned, leased, and other revenue”
caption of our Income Statements.
Practical Expedients and Exemptions: We do not disclose the amount of variable consideration that we expect torecognize in future periods in the following circumstances:(1) if we recognize the revenue based on the amount invoiced or services performed;(2) for sales-based or usage-based royalty promised in exchange for a license of intellectual property; or(3) if the consideration is allocated entirely to a wholly unsatisfied promise to transfer a distinct service that forms part ofa single performance obligation, and the terms of the consideration relate specifically to our efforts to transfer, or to a
specific outcome from transferring the service.
We are required to collect certain taxes and fees from customers on behalf of governmental agencies and remit these to theapplicable governmental agencies on a periodic basis. We do not include these taxes in determining the transaction price.
Loyalty Program: Loyalty Program members earn points based on the money they spend at our properties; the exchangeof timeshare ownership interests; purchases of timeshare interval, fractional ownership, and residential products; and throughparticipation in travel experiences and affiliated partners’ programs, such as those offered by credit card, car rental, airline, andother companies. Members can redeem points for stays at most of our properties, airline tickets, airline frequent flyer program
miles, rental cars, merchandise, and a variety of other awards. Points cannot be redeemed for cash.
Under our Loyalty Program, we have a performance obligation to provide or arrange for the provision of goods orservices for free or at a discount to Loyalty Program members in exchange for the redemption of points earned from past
activities. We operate our Loyalty Program as a cross-brand marketing program to participating properties. Our management
and franchise agreements require that properties reimburse us for a portion of the costs of operating the Loyalty Program, withno added mark-up, including costs related to the following activities, which we expense as incurred in our “Reimbursed
expenses” caption of our Income Statements: marketing, promotion, and communications and services provided to Loyalty
Program members. We generally receive monthly cash contributions from managed, franchised, owned, and leased properties
based on a portion of qualified spend by Loyalty Program members (when the points are earned). We recognize thesecontributions into revenue as we provide the related service (when the points are redeemed). The amount of revenue we
recognize upon point redemption is based on a blend of historical funding rates and is impacted by our estimate of the“breakage” for points that members will never redeem. We estimate breakage based on our historical experience andexpectations of future member behavior. We recognize revenue net of the redemption cost within our “Cost reimbursement
revenue” caption on our Income Statements, as our performance obligation is to facilitate the transaction between the Loyalty
Program member and the managed or franchised property or program partner. Our redemption cost, which is generally based on
redemption rates that can increase in periods in which occupancy at the property exceeds a certain threshold, could be higher orlower than our revenue recognized in any given period.
42

We have multi-year agreements for our co-branded credit cards associated with our Loyalty Program. Under these
agreements, we have performance obligations to provide a license to the intellectual property associated with our brands andmarketing lists (“Licensed IP”) to the financial institutions that issue the credit cards, to arrange for the redemption of Loyalty
Program points as discussed in the preceding paragraph, and to arrange for the redemption of free night certificates and giftcards provided to cardholders. We receive fees from these agreements, including fixed amounts that are primarily payable atcontract inception, and variable amounts that are paid to us monthly over the term of the agreements, generally based on: (1) the
number of free night certificates issued or redeemed; (2) the number of Loyalty Program points purchased; (3) the volume ofcardholder spend; and (4) the number of gift cards issued. We allocate those fees among the performance obligations, including
the Licensed IP, our Loyalty Program points, free night certificates, and gift cards provided to cardholders based on theirestimated standalone selling prices. The estimation of the standalone selling prices requires significant judgments based upongenerally accepted valuation methodologies regarding the value of our Licensed IP, the amount of funding we will receive, andthe number of Loyalty Program points, free night certificates, and gift cards cardholders will ultimately redeem. We base ourestimates of these amounts on our historical experience and expectation of future cardholder behavior. We recognize the portionof the Licensed IP revenue that meets the sales-based royalty criteria as the credit cards are used and the remaining portion of
the Licensed IP revenue on a straight-line basis over the contract term. In our Income Statements, we primarily recognize
Licensed IP revenue in the “Franchise fees” caption, and we recognize a portion in the “Cost reimbursement revenue” caption.
We recognize the revenue related to the Loyalty Program points as discussed in the preceding paragraph. We recognize therevenue related to the free night certificates and gift cards when the related service is provided. We recognize revenue net of theredemption cost, as our performance obligation is to facilitate the transaction between the Loyalty Program member and the
managed or franchised property.
Contract Balances: We generally receive payments from customers as we satisfy our performance obligations. We record
a receivable when we have an unconditional right to receive payment and only the passage of time is required before payment isdue. We record deferred revenue when we receive payment, or have the unconditional right to receive payment, in advance ofthe satisfaction of our performance obligations related to franchise application and relicensing fees, Global Design fees, credit
card branding license fees, and our Loyalty Program.
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 asof December 31, 2022, as well as the reclassification from deferred revenue to the liability for guest loyalty program, which we
discuss below. The decrease was partially offset by revenue deferred in 2023 related to our gift cards, co-branded credit cards,
franchise application and relicensing fees, and certain centralized programs and services fees.
Our current and noncurrent liability for guest loyalty program increased by $412 million, to $7,006 million at
December 31, 2023, from $6,594 million at December 31, 2022, primarily reflecting an increase in points earned by members.
This includes a $112 million reclassification from deferred revenue to the liability for guest loyalty program primarily due topoints that were earned during the period by members using our U.S.-issued co-branded credit cards, which were prepaid by thefinancial institutions in 2020. The increase was partially offset by $2,798 million of revenue recognized in 2023, that wasdeferred as of December 31, 2022. At each reporting period, we evaluate the estimates used in the recognition of Loyalty
Program revenues, including estimates of the breakage of points that members will never redeem and the amount of funding we
expect to receive over the life of the agreements with various third parties. In 2023, the updated estimates resulted in a net
decrease in revenue, and a corresponding increase in the liability for guest loyalty program of approximately $148 million.
Costs Incurred to Obtain and Fulfill Contracts with Customers
We incur certain costs to obtain and fulfill contracts with customers, which we capitalize and amortize on a straight-line
basis over the initial, non-cancellable term of the contract. We classify incremental costs of obtaining a contract with a customer
in the “Contract acquisition costs and other” caption of our Balance Sheets, the related amortization in the “Contract investment
amortization” caption of our Income Statements, and the cash flow impact in the “Contract acquisition costs” caption of ourStatements of Cash Flows. We assess the assets for impairment when events or changes in circumstances indicate that we may
not be able to recover the carrying amount. We recognize an impairment loss for the amount by which the carrying amountexceeds the expected net future cash flows. We classify certain direct costs to fulfill a contract with a customer in the “Other
noncurrent assets” and “Prepaid expenses and other” captions of our Balance Sheets, and the related amortization in the“Owned, leased, and other - direct” caption of our Income Statements. We had capitalized costs to fulfill contracts withcustomers of $402 million at December 31, 2023 and $379 million at December 31, 2022. See Note 10 for information on
capitalized costs incurred to obtain contracts with customers.
Real Estate Sales
We recognize a gain or loss on real estate transactions when control of the asset transfers to the buyer, generally at thetime the sale closes. In sales transactions where we retain a management contract, the terms and conditions of the management

43contract are generally comparable to the terms and conditions of the management contracts obtained directly with third-party
owners in competitive processes.
Retirement Savings Plan
We contribute to tax-qualified retirement plans for the benefit of U.S. employees who meet certain eligibility requirements
and choose to participate in the plans. Participating employees specify the percentage or amount of salary they wish tocontribute from their compensation, and the Company typically makes matching or supplemental contributions. We recognizedcompensation costs from Company contributions of $215 million in 2023, $137 million in 2022, and $80 million in 2021.
Non-U.S. Operations
The U.S. dollar is the functional currency of our consolidated and unconsolidated entities operating in the U.S. The
functional currency of our consolidated and unconsolidated entities operating outside of the U.S. is generally the principal
currency of the economic environment in which the entity primarily generates and expends cash. We translate the financial
statements of consolidated entities whose functional currency is not the U.S. dollar into U.S. dollars, and we do the same, as
needed, for unconsolidated entities whose functional currency is not the U.S. dollar. We translate assets and liabilities at theexchange rate in effect as of the financial statement date and translate income statement accounts using the weighted averageexchange rate for the period. We include translation adjustments from currency exchange and the effect of exchange ratechanges on intercompany transactions of a long-term investment nature as a separate component of stockholders’ equity. We
report gains and losses from currency exchange rate changes for intercompany receivables and payables that are not of a longterm investment nature, as well as for third-party transactions, currently in operating costs and expenses.
Stock-Based Compensation
Our stock-based compensation awards primarily consist of restricted stock units (“RSUs”). We measure compensation
costs for our stock-based payment transactions at fair value based on the average of the high and low stock price on the grant
date (discounted for the lack of marketability and dividends), and we recognize those costs in our Financial Statements over thevesting period during which the employee provides service in exchange for the award.
Advertising Costs
We expense costs to produce advertising as they are incurred and to communicate advertising as the communication
occurs and record such amounts in our “Reimbursed expenses” caption of our Income Statements to the extent undertaken on
behalf of our owners and franchisees. We recognized advertising costs of $794 million in 2023, $635 million in 2022, and $470
million in 2021.
Income Taxes
We record the amounts of taxes payable or refundable for the current year, as well as deferred tax liabilities and assets forthe future tax consequences of events we have recognized in our Financial Statements or tax returns, using judgment inassessing future profitability and the likely future tax consequences of those events. We base our estimates of deferred tax
assets and liabilities on current tax laws, rates and interpretations, and, in certain cases, business plans and other expectations
about future outcomes. We develop our estimates of future profitability based on our historical data and experience, industry
projections, micro and macro general economic condition projections, and our expectations. We account for U.S. tax on Global
Intangible Low-Taxed Income in the period incurred.
We generally recognize the effect of the tax law changes in the period of enactment. Changes in existing tax laws andrates, their related interpretations, and the uncertainty generated by the current economic environment may affect the amountsof our deferred tax liabilities or the valuations of our deferred tax assets over time. Our accounting for deferred tax
consequences represents management’s best estimate of future events that can be appropriately reflected in the accounting
estimates.
For tax positions we have taken or expect to take in a tax return, we apply a more likely than not threshold (that is, alikelihood of more than 50 percent), under which we must conclude a tax position is more likely than not to be sustained,
assuming that the position will be examined by the appropriate taxing authority that has full knowledge of all relevant
information, to recognize the benefit. In determining our provision for income taxes, we use judgment, reflecting our estimatesand assumptions, in applying the more likely than not threshold. We recognize accrued interest and penalties for our
unrecognized tax benefits as a component of tax expense. See Note 6 for further information.

44

Cash and Equivalents
We consider all highly liquid investments with an initial maturity of three months or less at date of purchase to be cash
equivalents.
Accounts Receivable
Our accounts receivable primarily consist of amounts due from hotel owners with whom we have management andfranchise agreements and include reimbursements of costs we incurred on behalf of managed and franchised properties. We
record an allowance for credit losses measured over the contractual life of the instrument based on an assessment of historicalcollection activity and current and forecasted future economic conditions by region. Our allowance for credit losses was $197
million at December 31, 2023 and $191 million at December 31, 2022. The increase during 2023 was primarily due to ourprovision 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.
Assets Held for Sale
We consider properties to be assets held for sale when (1) management commits to a plan to sell the property; (2) it isunlikely that the disposal plan will be significantly modified or discontinued; (3) the property is available for immediate sale inits present condition; (4) actions required to complete the sale of the property have been initiated; (5) sale of the property isprobable and we expect the completed sale will occur within one year; and (6) the property is actively being marketed for sale
at a price that is reasonable given our estimate of current market value. Upon designation of a property as an asset held for sale,
we record the property’s value at the lower of its carrying amount or its estimated fair value, less estimated costs to sell, and wecease depreciation.
Goodwill
We test goodwill for potential impairment at least annually in the fourth quarter, or more frequently if an event or othercircumstance indicates that we may not be able to recover the carrying amount of the net assets of the reporting unit. In
evaluating goodwill for impairment, we may assess qualitative factors to determine whether it is more likely than not that thefair value of a reporting unit is less than its carrying amount. Factors we consider when making this determination include, but
are not limited to, assessing general economic conditions, hospitality industry trends, and overall financial performance of thereporting unit. If we bypass the qualitative assessment, or if we conclude that it is more likely than not that the fair value of areporting unit is less than its carrying amount, then we perform a quantitative impairment test by comparing the fair value of areporting unit with its carrying amount.
We calculate the estimated fair value of a reporting unit using a combination of the income and market approaches. For
the income approach, we use internally developed discounted cash flow models that include the following assumptions, among
others: projections of revenues, expenses, and related cash flows based on assumed long-term growth rates and demand trends;
expected future investments to grow new units; and estimated discount rates. For the market approach, we use internal analyses
based primarily on market comparables. We base these assumptions on our historical data and experience, third-party
appraisals, industry projections, micro and macro general economic condition projections, and our expectations.
We have had no goodwill impairment charges for the last three fiscal years.
Intangibles and Long-Lived Assets
We assess indefinite-lived intangible assets for continued indefinite use and for potential impairment annually, or more
frequently if an event or other circumstance indicates that we may not be able to recover the carrying amount of the asset. Like
goodwill, we may first assess qualitative factors to determine whether it is more likely than not that the fair value of theindefinite-lived intangible is less than its carrying amount. If the carrying amount of the asset exceeds the fair value, we
recognize an impairment loss in the amount of that excess.
We test definite-lived intangibles and long-lived asset groups for recoverability when changes in circumstances indicatethat we may not be able to recover the carrying amount; for example, when there are material adverse changes in projected
revenues or expenses, significant underperformance relative to historical or projected operating results, or significant negative
industry or economic trends. We also test recoverability when management has committed to a plan to sell or otherwise disposeof an asset group and we expect to complete the plan within a year. We evaluate recoverability of an asset group by comparing
its carrying amount, including right-of-use assets, to the future net undiscounted cash flows that we expect the asset group will
generate. If the comparison indicates that we will not be able to recover the carrying amount of an asset group, we recognize an
impairment loss for the amount by which the carrying amount exceeds the estimated fair value. When we recognize an

45

impairment loss for assets to be held and used, we depreciate the adjusted carrying amount of those assets over their remaining
useful life.
We calculate the estimated fair value of an intangible asset or asset group using the income approach or the market
approach. We utilize the same assumptions and methodology for the income approach that we describe in the “Goodwill”
caption of our Balance Sheets. For the market approach, we use internal analyses based primarily on market comparables andassumptions about market capitalization rates, growth rates, and inflation.
Investments
We hold equity interests in ventures established to develop or acquire and own hotel properties or that otherwise support
our hospitality operations. We account for these investments as either an equity method investment, a financial asset, or acontrolled subsidiary. We apply the equity method of accounting if we have significant influence over the entity, typically when
we hold 20 percent or more of the voting common stock (or equivalent) of an investee but do not have a controlling financial
interest. In certain circumstances, such as with investments in limited liability companies or limited partnerships, we apply theequity method of accounting when we own as little as three to five percent. We account for financial assets at fair value if it isreadily determinable, or using the fair value alternative method, whereby investments are measured at cost less impairment,
adjusted for observable price changes. We consolidate entities that we control.
When we acquire an investment that qualifies for the equity method of accounting, we determine the acquisition date fairvalue of the identifiable assets and liabilities. If our carrying amount exceeds our proportional share in the equity of theinvestee, we amortize the difference on a straight-line basis over the underlying assets’ estimated useful lives when calculating
equity method earnings attributable to us, excluding the difference attributable to land, which we do not amortize.
We evaluate an investment for impairment when circumstances indicate that we may not be able to recover the carrying
amount. When evaluating our ventures, we consider loan defaults, significant underperformance relative to historical or
projected operating performance, or significant negative industry or economic trends. Additionally, a venture’s commitment toa plan to sell some or all of its assets could cause us to evaluate the recoverability of the venture’s individual long-lived assets
and possibly the venture itself. We impair investments we account for using the equity method of accounting when we
determine that there has been an “other-than-temporary” decline in the venture’s estimated fair value compared to its carrying
amount. We perform qualitative assessments for investments we account for using the fair value alternative method and werecord any associated impairment when the fair value is less than the carrying amount.
Under the accounting guidance for the consolidation of variable interest entities, we analyze our variable interests,
including equity investments, loans, and guarantees, to determine if an entity in which we have a variable interest is a variableinterest entity. Our analysis includes both quantitative and qualitative reviews. We base our quantitative analysis on theforecasted cash flows of the entity, and our qualitative analysis on our review of the design of the entity, its organizational
structure including decision-making ability, and relevant financial agreements. We also use our qualitative analysis to determine
if we must consolidate a variable interest entity as its primary beneficiary.
Fair Value Measurements
We have various financial instruments we must measure at fair value on a recurring basis, including certain marketablesecurities and derivatives. See Note 12 for further information. We also apply the provisions of fair value measurement tovarious nonrecurring measurements for our financial and nonfinancial assets and liabilities.
Accounting standards define fair value as the price that would be received to sell an asset or paid to transfer a liability inan orderly transaction between market participants at the measurement date (an exit price). We measure our assets and liabilities
using inputs from the following three levels of the fair value hierarchy:
Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability
to access at the measurement date.
Level 2 inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical orsimilar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for theasset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated byobservable market data by correlation or other means (market corroborated inputs).
Level 3 inputs include unobservable inputs that reflect our assumptions about what factors market participants would
use in pricing the asset or liability. We develop these inputs based on the best information available, including our own
data.

46

Derivative Instruments
We record derivatives at fair value. The designation of a derivative instrument as a hedge and its ability to meet the hedge
accounting criteria determine how we reflect the change in fair value of the derivative instrument in our Financial Statements. A
derivative qualifies for hedge accounting if, at inception, we expect the derivative will be highly effective in offsetting theunderlying hedged cash flows or fair value and we fulfill the hedge documentation standards at the time we enter into thederivative contract. We designate a hedge as a cash flow hedge, a fair value hedge, or a hedge of the net investment in non-U.S.
operations based on the exposure we are hedging. For the effective portion of qualifying cash flow hedges, we record changes
in fair value in accumulated other comprehensive income (“AOCI”). We release the derivative’s gain or loss from AOCI tomatch the timing of the underlying hedged items’ effect on earnings. The change in fair value of qualifying fair value hedges aswell as changes in fair value of the underlying hedged items to the hedged risks are recorded concurrently in earnings.
We review the effectiveness of our hedging instruments quarterly and discontinue hedge accounting for any hedge that we
no longer consider to be highly effective. We recognize changes in fair value for derivatives not designated as hedges or those
not qualifying for hedge accounting in current period earnings. Upon termination of cash flow hedges, we release gains andlosses from AOCI based on the timing of the underlying cash flows or revenue recognized, unless the termination results fromthe failure of the intended transaction to occur in the expected time frame. Such untimely transactions require us to immediately
recognize in earnings the gains and/or losses that we previously recorded in AOCI.
Changes in interest rates and currency exchange rates expose us to market risk. We manage our exposure to these risks bymonitoring available financing alternatives, as well as through development and application of credit granting policies. We alsouse derivative instruments as part of our overall strategy to manage our exposure to market risks. As a matter of policy, we only
enter into transactions that we believe will be highly effective at offsetting the underlying risk, and we do not use derivatives for
trading or speculative purposes.
Loan Loss Reserves
We may make mezzanine and other loans to owners of hotels that we operate or franchise, generally to facilitate thedevelopment or renovation of a hotel and sometimes to facilitate brand programs or initiatives. 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 ongoingbasis 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 valueof the collateral. If the present value or the estimated collateral are less than the carrying value of the loan receivable, weestablish a specific impairment reserve for the difference.
LeasesWe determine if an arrangement is a lease or contains a lease at the inception of the contract. We evaluate leases forclassification as operating or financing upon lease commencement. Our leases generally contain fixed and variable components.
The variable components of our leases are primarily based on operating performance of the leased property. Our leaseagreements may also include non-lease components, such as common area maintenance, which we combine with the lease
component to account for both as a single lease component.
Lease liabilities, which represent our obligation to make lease payments arising from the lease, and corresponding rightof-use assets, which represent our right to use an underlying asset for the lease term, are recognized at the commencement dateof the lease based on the present value of fixed future payments over the lease term. We calculate the present value of future
payments using the discount rate implicit in the lease, if available, or our incremental borrowing rate.
For operating leases, lease expense relating to fixed payments is recognized on a straight-line basis over the lease term andlease expense relating to variable payments is expensed as incurred. For finance leases, the amortization of the asset isrecognized over the shorter of the lease term or useful life of the underlying asset.
Guarantees
We measure and record our liability for the fair value of a guarantee on a nonrecurring basis, that is when we issue or
modify a guarantee, using Level 3 internally developed inputs, as described above in this footnote under the caption “Fair Value
47

Measurements.” We base our calculation of the estimated fair value of a guarantee on the income approach or the market
approach, depending on the type of guarantee. For the income approach, we use internally developed discounted cash flow andMonte Carlo simulation models that include the following assumptions, among others: projections of revenues and expenses
and related cash flows based on assumed growth rates and demand trends; historical volatility of projected performance; theguaranteed obligations; and applicable discount rates. We base these assumptions on our historical data and experience,industry projections, micro and macro general economic condition projections, and our expectations. For the market approach,
we use internal analyses based primarily on market comparable data and our assumptions about market capitalization rates,
credit spreads, growth rates, and inflation.
The offsetting entry for the guarantee liability depends on the circumstances in which the guarantee was issued. Funding
under the guarantee reduces the recorded liability. In most cases, when we do not forecast any funding, we amortize the liability
into income on a straight-line basis over the remaining term of the guarantee. On a quarterly basis, we evaluate all material
estimated liabilities based on the operating results and the terms of the guarantee. If we conclude that it is probable that we will
be required to fund a greater amount than previously estimated, we record a loss except to the extent that the applicable
contracts provide that the advance can be recovered as a loan.
Self-Insurance Programs
We self-insure for certain levels of liability, workers’ compensation, property insurance, and employee medical coverage.
We accrue estimated costs of these self-insurance programs at the present value of projected settlements for known and incurred
but not reported claims. We use a discount rate of 4.00 percent, based upon market rates, to determine the present value of the
projected settlements, which we consider to be reasonable given our history of settled claims, including payment patterns andthe fixed nature of the individual settlements. We classify the current portion of our self-insurance reserve in the “Accrued
expenses and other” caption and the noncurrent portion in the “Other noncurrent liabilities” caption of our Balance Sheets. The
current portion of our self-insurance reserve was $172 million at December 31, 2023 and $130 million at December 31, 2022.
The noncurrent portion of our self-insurance reserve was $387 million at December 31, 2023 and $287 million at December 31,
2022.
Legal Contingencies
We are subject to various legal proceedings and claims, the outcomes of which are uncertain. We record an accrual for
legal contingencies when we determine that it is probable that we have incurred a liability and we can reasonably estimate theamount of the loss. In making such determinations we evaluate, among other things, the probability of an unfavorable outcome
and, when we believe it probable that a liability has been incurred, our ability to make a reasonable estimate of the loss. We
review these accruals each reporting period and make revisions based on changes in facts and circumstances.
Business Combinations
We allocate the purchase price of an acquisition to the tangible and intangible assets acquired and liabilities assumed
based on their estimated fair values at the acquisition date. We recognize as goodwill the amount by which the purchase price ofan acquired entity exceeds the net of the fair values assigned to the assets acquired and liabilities assumed. In determining thefair values of assets acquired and liabilities assumed, we use various recognized valuation methods including the income andmarket approaches. Further, we make assumptions within certain valuation techniques, including discount rates, royalty rates,
and the amount and timing of future cash flows. We record the net assets and results of operations of an acquired entity in our
Financial Statements from the acquisition date. We initially perform these valuations based upon preliminary estimates andassumptions by management or independent valuation specialists under our supervision, where appropriate, and make revisions
as estimates and assumptions are finalized. We expense acquisition-related costs as we incur them.
Asset Acquisitions
Acquisitions that do not meet the definition of a business are accounted for as asset acquisitions. We allocate the cost of
the acquisition, including direct and incremental transaction costs, to the individual assets acquired and liabilities assumed on arelative fair value basis. Goodwill is not recognized in an asset acquisition.
NOTE 3. ACQUISITIONOn 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, andChile to our franchise portfolio. We accounted for the transaction as an asset acquisition and allocated the cost of theacquisition, 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.

48

NOTE 4. EARNINGS PER SHARE
The table below illustrates the reconciliation of the earnings and number of shares used in our calculations of basic anddiluted earnings per share, the latter of which uses the treasury stock method to calculate the dilutive effect of the Company’s
potential common stock:(in millions, except per share amounts)

2023

2022

2021

Computation of Basic Earnings Per Share
Net income

$

3,083

Shares for basic earnings per share

$

2,358

301.5

Basic earnings per share

$

1,099

324.4

327.2

$

10.23

$

7.27

$

3.36

$

3,083

$

2,358

$

1,099

Computation of Diluted Earnings Per Share
Net income
Shares for basic earnings per share

301.5

324.4

327.2

Effect of dilutive securities
Stock-based compensation
Shares for diluted earnings per share
Diluted earnings per share

$

1.4

1.4

2.1

302.9

325.8

329.3

10.18

$

7.24

$

3.34

NOTE 5. STOCK-BASED COMPENSATIONRSUs and PSUs
We granted RSUs in 2023 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 performance-based RSUs (“PSUs”) in 2023 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.
We had deferred compensation costs for unvested awards for RSUs, including PSUs, of approximately $171 million at
year-end 2023 and $179 million at year-end 2022. The weighted average remaining term for RSUs outstanding at year-end
2023 was 2.2 years.
The following table provides additional information on RSUs, including PSUs, for the last three fiscal years:
2023

2022

2021

Stock-based compensation expense (in millions)

$

179

$

181

$

171

Weighted average grant-date fair value (per unit)

$

167

$

168

$

141

Aggregate intrinsic value of distributed RSUs (in millions)

$

297

$

253

$

205

The following table presents the changes in our outstanding RSUs, including PSUs, during 2023 and the associatedweighted average grant-date fair values:
Number of RSUs
(in millions)
Outstanding at year-end 2022

Weighted Average Grant-Date
Fair Value (per unit)
3.8

$

125

Granted1.1

167

Distributed

(1.6)

116

Forfeited

(0.2)

155

Outstanding at year-end 2023

3.1$

Other Information
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.
Beginning May 2023, awards are granted under the 2023 Marriott International, Inc. Stock and Cash Incentive Plan (“2023Plan”). At year-end 2023, we had approximately 12 million remaining shares authorized for grant under the 2023 Plan.

49

144

NOTE 6. INCOME TAXESThe components of our earnings before income taxes for the last three fiscal years consisted of:(in millions)

2023

U.S.
Non-U.S.

$

2022
2,113

$

2,268

$

3,114

1,265
$

3,378

2021
$

890

$

1,180

846

290

Our (provision) benefit for income taxes for the last three fiscal years consisted of:(in millions)
Current

Deferred

2023-U.S. Federal

$

2022

2021

(431) $

(364) $

99

-U.S. State

(158)

(82)

24

-Non-U.S.

(249)

(155)

(86)

(838)

(601)

37

94

(129)

(122)

-U.S. State

16

(25)

(37)

-Non-U.S.

433

(1)

41

543

(155)

(118)

(295) $

(756) $

(81)

-U.S. Federal$

Unrecognized Tax Benefits
The following table reconciles our unrecognized tax benefit balance for each year from the beginning of 2021 to the endof 2023:(in millions)
Unrecognized tax benefit at beginning of 2021

Amount$Change attributable to tax positions taken in prior years

464
(134)

Change attributable to tax positions taken during the current period—

Decrease attributable to settlements with taxing authorities(48)

Unrecognized tax benefit at year-end 2021

282

Change attributable to tax positions taken in prior years(15)

Change attributable to tax positions taken during the current period3

Decrease attributable to settlements with taxing authorities(15)

Unrecognized tax benefit at year-end 2022

255

Change attributable to tax positions taken in prior years(90)

Change attributable to tax positions taken during the current period

16

Decrease attributable to settlements with taxing authorities(9)

Unrecognized tax benefit at year-end 2023$

172

Our unrecognized tax benefit balance included $161 million at year-end 2023, $241 million at year-end 2022, and $266
million at year-end 2021 of tax positions that, if recognized, would impact our effective tax rate. It is reasonably possible thatwithin the next 12 months we will reach resolution of income tax examinations in one or more jurisdictions. The actual amountof any change to our unrecognized tax benefits could vary depending on the timing and nature of the settlement. Therefore, anestimate of the change cannot be provided. We recognize accrued interest and penalties for our unrecognized tax benefits as acomponent of tax expenses. Related interest expense (benefit) totaled $6 million in 2023, $13 million in 2022, and $(21) million
in 2021. We accrued interest and penalties related to our unrecognized tax benefits of approximately $52 million at year-end
2023 and $49 million at year-end 2022.
We file income tax returns, including returns for our subsidiaries, in various jurisdictions around the world. The U.S.
Internal Revenue Service has examined our federal income tax returns, and as of year-end 2023, we have settled all issues for50

tax years through 2021. Our 2022 and 2023 tax year audits are currently ongoing. Various foreign, state, and local income tax
returns are also under examination by the applicable taxing authorities.
Deferred Income Taxes
Deferred income tax balances reflect the effects of temporary differences between the carrying amounts of assets andliabilities and their tax bases, as well as from net operating loss and tax credit carry-forwards. We state those balances at theenacted tax rates we expect will be in effect when we pay or recover the taxes. Deferred income tax assets represent amounts
available to reduce income taxes we will pay on taxable income in future years. We evaluate our ability to realize these future
tax deductions and credits by assessing whether we expect to have sufficient future taxable income from all sources, including
reversal of taxable temporary differences, forecasted operating earnings, and available tax planning strategies to utilize thesefuture deductions and credits. We establish a valuation allowance when we no longer consider it more likely than not that adeferred tax asset will be realized.
The following table presents the tax effect of each type of temporary difference and carry-forward that gave rise tosignificant portions of our deferred tax assets and liabilities as of year-end 2023 and year-end 2022:
At Year-End
2023(in millions)Deferred Tax Assets
Employee benefits$

265

At Year-End
2022
$

243

Net operating loss carry-forwards

1,132

1,096

Accrued expenses and other reserves

219

181

Tax credits

64

55

Loyalty Program

277

168

Deferred income

102

66

Lease liabilities

266
67

304
187

Interest limitation
Other

40

12

Deferred tax assets

2,432

2,312

Valuation allowance(1,149)(1,359)Deferred tax assets after valuation allowance

1,283

953

Deferred Tax Liabilities
Property and equipment

(62)

(58)

Intangibles

(471)

(626)

Right-of-use assets

(248)

(265)

Self-insurance

(22)

(37)

Other
Deferred tax liabilities
Net deferred taxes

$

(16)

(40)

(819)

(1,026)

464

$

(73)

Our valuation allowance is primarily attributable to non-U.S. net operating loss carry-forwards. During 2023, ourvaluation allowance decreased primarily due to the release of certain non-U.S. tax benefits ($223 million) as the Company
concluded that it is more likely than not to recognize those tax benefits. In addition, during 2023, our intangibles deferred tax
liability decreased primarily due to intellectual property restructuring transactions, resulting in non-U.S. tax benefits($228 million).
At year-end 2023, we had approximately $47 million of tax credits that will expire through 2033 and $17 million of tax
credits that do not expire. We recorded $25 million of net operating loss benefits in 2023 and $12 million in 2022. At year-end
2023, we had approximately $4,856 million of primarily state and foreign net operating losses, of which $3,207 million will
expire through 2043.
We made no provision for U.S. income taxes or additional non-U.S. taxes on certain undistributed earnings of non-U.S.
subsidiaries. These earnings could become subject to additional taxes if the non-U.S. subsidiaries dividend or loan thoseearnings to an affiliate or if we sell our interests in the non-U.S. subsidiaries. We cannot practically estimate the amount ofadditional taxes that might be payable on the undistributed earnings.

51

Reconciliation of U.S. Federal Statutory Income Tax Rate to Actual Income Tax Rate
The following table reconciles the U.S. statutory tax rate to our effective income tax rate for the last three fiscal years:
2023

2022

2021

U.S. statutory tax rate

21.0 %

U.S. state income taxes, net of U.S. federal tax benefit

2.8

2.8

2.7

Non-U.S. income

0.3

(0.5)

(0.5)

Change in valuation allowance

(5.8)

0.4

(0.7)

Change in uncertain tax positions

(2.3)

0.3

(12.0)

Excess tax benefits related to equity awards

(0.8)

(0.7)

(2.8)

U.S. tax on foreign earnings

1.1

0.2

0.4

Intellectual property restructuring

(7.9)

0.0

0.0

Other, net

0.3

0.8

(1.3)

Effective rate

8.7 %

24.3 %

6.8 %

21.0 %

21.0 %

Other Information
We paid cash for income taxes, net of refunds, of $907 million in 2023, $476 million in 2022, and $362 million in 2021.
NOTE 7. COMMITMENTS AND CONTINGENCIES
Guarantees
We issue guarantees to certain lenders and hotel owners, chiefly to obtain long-term management and franchise contracts.
The guarantees generally have a stated maximum funding amount and a term of three to ten years. The terms of guarantees tolenders generally require us to fund if cash flows from hotel operations are inadequate to cover annual debt service or to repay
the loan at maturity. The terms of the guarantees to hotel owners generally require us to fund if the hotels do not attain specified
levels of operating profit. Guarantee fundings to lenders and hotel owners are generally recoverable out of future hotel cash
flows and/or proceeds from the sale or refinancing of hotels.
We present the maximum potential amount of our future guarantee fundings and the carrying amount of our liability forour debt service, operating profit, and other guarantees (excluding contingent purchase obligations) for which we are theprimary obligor at year-end 2023 in the following table:(in millions)
Guarantee TypeMaximum Potential
Amountof Future Fundings

Debt service$

57

Recorded
Liability for
Guarantees$

6Operating profit

172

94

Other

20

4

$

249

$

104

Our liability at year-end 2023 for guarantees for which we are the primary obligor is reflected in our Balance Sheets as$29 million of “Accrued expenses and other” and $75 million of “Other noncurrent liabilities.”
Our maximum potential guarantees listed in the preceding table include $62 million of operating profit guarantees thatwill not be in effect until the underlying properties open and we begin to operate the properties or certain other events occur.
In conjunction with financing obtained for specific projects or properties owned by us or entities in which we have an
investment, we may provide industry standard indemnifications to the lender for loss, liability, or damage occurring as a resultof the actions of the entity or our own actions.
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 withthe owner to move the exercise period of the put option from the 2022 first half to the 2024 first half. In January 2024, theowner exercised the put option, and we exercised our option to purchase, at the same time the put transaction closes, the fee
52simple interest in the underlying land for an additional $200 million in cash, resulting in an expected total cash payment ofapproximately $500 million. The closing is expected to occur in the 2024 fourth quarter. We account for the put option as aguarantee, and our recorded liability was $300 million at year-end 2023 and 2022. The liability is reflected in our Balance
Sheets as “Accrued expenses and other” at year-end 2023 and as “Other noncurrent liabilities” at year-end 2022.
We concluded that the entity that owns the Sheraton Grand Chicago hotel is a variable interest entity. We did notconsolidate the entity because we do not have the power to direct the activities that most significantly impact the entity’s
economic performance. Our maximum exposure to loss related to the entity is equal to the difference between the purchaseprice and the fair value of the hotel at the time of closing, plus the maximum funding amount of an operating profit guaranteethat we provided for the hotel.
Commitments
At year-end 2023, we had various purchase commitments for goods and services in the normal course of business,
primarily for programs and services for which we are reimbursed by third-party owners, totaling $735 million. We expect topurchase goods and services subject to these commitments as follows: $385 million in 2024, $202 million in 2025, $85 million
in 2026, and $63 million thereafter.
Letters of Credit
At year-end 2023, we had $129 million of letters of credit outstanding (all outside the Credit Facility, as defined in Note9), most of which were for our self-insurance programs. Surety bonds issued as of year-end 2023 totaled $164 million, most ofwhich state governments requested in connection with our self-insurance programs.
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 wasunauthorized 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 andothers 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 andstatutory 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 classcertification of various U.S. groups of consumers. In August 2023, the U.S. Court of Appeals for the Fourth Circuit (the “Fourth
Circuit”) vacated the District Court’s class certification decision because the District Court failed to first consider the effect of aclass-action waiver signed by all putative class members. On remand, after briefing, the District Court issued an orderreinstating the same classes that had previously been certified. We promptly petitioned the Fourth Circuit, seeking leave toappeal that ruling. On January 18, 2024, the Fourth Circuit granted that petition, and we are preparing to file such appeal. 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 andare vigorously defending against such claims.
In addition, various U.S. federal, U.S. state and foreign governmental authorities made inquiries, opened investigations, orrequested information and/or documents related to the Data Security Incident and related matters. Although some of thesematters 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 December 31, 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 theabove described MDL proceedings and regulatory investigations related to the Data Security Incident, it is not possible toreasonably estimate the amount of such losses or range of loss that might result from adverse judgments, settlements, fines,
53

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 andlegal 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 8. LEASESWe enter into operating and finance leases primarily for hotels, offices, and equipment. Most leases have initial terms of
up to 20 years, and contain one or more renewals at our option, generally for five- or 10-year periods. We have generally notincluded these renewal periods in the lease term as it is not reasonably certain that we will exercise the renewal option.
The following table details the composition of lease expense for 2023, 2022, and 2021:(in millions)Operating lease cost

2023
$

2022
155

Variable lease cost

$

2021
165

128

$

149

90

51

The following table presents our future minimum lease payments at year-end 2023:(in millions)2024

Operating Leases$

Finance Leases

151

$

14

2025

147

14

2026

118

15

2027

81

15

2028

76

15

Thereafter

727

Total minimum lease payments$

Less: Amount representing interest

92

1,300

$

165

$

131

308

Present value of minimum lease payments

$

34

992

The following table presents the composition of our current and noncurrent lease liability at year-end 2023 and 2022:(in millions)

December 31, 2023
Operating Leases(1)

Current
Noncurrent (2)

$

105

$

887
$

992

December 31, 2022

Finance Leases

Operating Leases
8

$

123
$

131

106

Finance Leases
$

1,034
$

1,140

8
131

$

139

(1)

Operating leases are recorded in the “Accrued expenses and other” and finance leases are recorded in the “Current portion of long-term debt”
captions of our Balance Sheets.

(2)

Operating leases are recorded in the “Operating lease liabilities” and finance leases are recorded in the “Long-term debt” captions of our Balance
Sheets.

54

The following table presents additional information about our lease obligations at year-end 2023 and 2022:
2023
Operating Leases
Weighted Average Remaining Lease Term (in years)
Weighted Average Discount Rate

2022
Finance Leases

Operating Leases

Finance Leases

13

10

13

11

4.3 %

4.4 %

4.4 %

4.3 %

The following table presents supplemental cash flow information for 2023, 2022, and 2021:(in millions)
Cash paid for amounts included in the measurement of lease liabilities:

2023

Operating cash outflows for operating leases

$

2022
240

$

2021
191

$

181

Lease assets obtained in exchange for lease obligations:Operating leases

25

55

75

463

NOTE 9. LONG-TERM DEBT
We provide detail on our long-term debt balances, net of discounts, premiums, and debt issuance costs, in the following
table at year-end 2023 and 2022:
At Year-End
2023(in millions)

At Year-End
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%)

$

349

$

348

Series R Notes, interest rate of 3.1%, face amount of $750, maturing June 15, 2026
(effective interest rate of 3.3%)

748

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%)

321

324

Series W Notes, interest rate of 4.5%, face amount of $278, maturing October 1, 2034
(effective interest rate of 4.1%)

288

289

Series X Notes, interest rate of 4.0%, face amount of $450, maturing April 15, 2028
(effective interest rate of 4.2%)

447

446

Series Z Notes, interest rate of 4.2%, face amount of $350, matured December 1, 2023
(effective interest rate of 4.4%)—

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%)

545

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%)

990

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%)

987

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%)

445—

Series MM Notes, interest rate of 5.6%, face amount of $700, maturing October 15, 2028
(effective interest rate of 5.9%)

691

—

1,421

871

Commercial paper
Credit Facility——

Finance lease obligations

131

139

Other

56
$

11,873$

11,320Less current portion

92$

10,064

$

9,380

(553)

(684)

All our long-term debt is recourse to us but unsecured. All the Senior Notes shown in the table above are our unsecured
and unsubordinated obligations, which rank equally with our other Senior Notes and all other unsecured and unsubordinatedindebtedness that we have issued or will issue from time to time, and are governed by the terms of an indenture, dated as ofNovember 16, 1998, between us and The Bank of New York Mellon (formerly The Bank of New York), as trustee. We may
redeem some or all of each series of the Senior Notes before maturity under the terms provided in the applicable form of Senior
Note.
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
56

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 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. We received net proceeds
of approximately $783 million from the offering of the Series KK Notes, after deducting the underwriting discount andexpenses, 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 (which generally have short-term maturities of 45 daysor 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 following table presents future principal payments, net of discounts, premiums, and debt issuance costs, for our debt
at year-end 2023:
Debt Principal Payments (in millions)

Amount

2024

$

553

2025

1,310

2026

1,202

2027

2,419

2028

1,447

Thereafter

4,942

Balance at year-end 2023$

11,873

We paid cash for interest, net of amounts capitalized, of $476 million in 2023, $345 million in 2022, and $391 million in
2021.
NOTE 10. INTANGIBLE ASSETS AND GOODWILL
The following table details the composition of our intangible assets at year-end 2023 and 2022:(in millions)

At Year-End 2023

At Year-End 2022$$

Definite-lived Intangible Assets
Costs incurred to obtain contracts with customers
Contracts acquired in business combinations and other

2,246
2,426

Accumulated amortization
Indefinite-lived Intangible Brand Assets
$

1,995
2,173

4,672

4,168

(1,328)(1,172)

3,344

2,996

5,846

5,751

9,190

$

8,747

We capitalize direct costs that we incur to obtain management, franchise, and license agreements. We amortize these costs
on a straight-line basis over the initial term of the agreements, generally ranging from 15 to 30 years.
For contracts acquired in business combinations and other intangible assets, we recorded amortization expense of $226
million in 2023, $197 million in 2022, and $165 million in 2021 (of which $122 million in 2023, $83 million in 2022, and $62
million in 2021 was included in the “Reimbursed expenses” caption of our Income Statements). For these assets, we estimatethat our aggregate amortization expense will be $206 million in 2024, $178 million in 2025, $148 million in 2026, $126 million
in 2027, and $94 million in 2028.

57

The following table details the carrying amount of our goodwill at year-end 2023 and 2022:(in millions)
Balance at year-end 2022
Foreign currency translation

U.S. & Canada
$
5,323
10

$

International
3,549
4Balance at year-end 2023

$

$

3,553

5,333

Total Goodwill
$
8,872
14
$

8,886

NOTE 11. PROPERTY AND EQUIPMENT
The following table presents the composition of our property and equipment balances at year-end 2023 and 2022:(in millions)

At Year-End 2023

At Year-End 2022

Land

$

$

669

Buildings and leasehold improvements

688

1,108

1,086

Furniture and equipment

622

649

Construction in progress

72

36

2,471

2,459

(890)

(874)

Accumulated depreciation
$

1,581

$

1,585

We record property and equipment at cost, including interest and real estate taxes we incur during development andconstruction. We capitalize the cost of improvements that extend the useful life of property and equipment when we incur them.
These capitalized costs may include structural costs, equipment, fixtures, floor, and wall coverings. We expense all repair andmaintenance costs when we incur them. We compute depreciation using the straight-line method over the estimated useful livesof the assets (generally three to 40 years), and we amortize leasehold improvements over the shorter of the asset life or lease
term. Our gross depreciation expense totaled $122 million in 2023, $114 million in 2022, and $138 million in 2021 (of which$37 million in 2023, $35 million in 2022, and $49 million in 2021 was included in the “Reimbursed expenses” caption of our
Income Statements). Fixed assets attributed to operations located outside the U.S. were $552 million at year-end 2023 and $592
million at year-end 2022.
NOTE 12. 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:
At Year-End 2023
Carrying
Amount(in millions)

At Year-End 2022
Carrying
AmountFair Value

Fair Value

Mezzanine and other loans

$

138

$

131

$

152

$

142

Total noncurrent financial assets

$

138

$

131

$

152

$

142

Senior Notes$(9,720) $(9,393) $(8,322) $(7,627)

Commercial paper(1,421)(1,421)

(871)

(871)

Other long-term debt

(56)

(52)

(56)

(49)

Other noncurrent liabilities

(80)

(80)

(394)

(394)

(11,277) $(10,946) $(9,643) $(8,941)

Total noncurrent financial liabilities$

We estimate the fair value of our mezzanine and other loans by discounting cash flows using risk-adjusted rates, both ofwhich are Level 3 inputs.
We determine the fair value of our Senior Notes using quoted market prices, which are directly observable Level 1 inputs.
The carrying amount of our commercial paper borrowings approximate fair value due to their short maturity and because they
bear interest at a market rate. We estimate the fair value of our other long-term debt, excluding leases, using quoted market
prices, which are directly observable Level 1 inputs. Our other noncurrent liabilities consist of guarantees. As we note in the58

“Guarantees” caption of Note 2, we measure our liability for guarantees at fair value on a nonrecurring basis, which is when we
issue or modify a guarantee using Level 3 internally developed inputs. At year-end 2023 and year-end 2022, we determined thatthe carrying amounts of our guarantee liabilities approximated their fair values based on Level 3 inputs.
See the “Fair Value Measurements” caption of Note 2 for more information on the input levels we use in determining fairvalue.
NOTE 13. ACCUMULATED OTHER COMPREHENSIVE LOSS
The following table details the accumulated other comprehensive loss activity for 2023, 2022, and 2021:
Foreign Currency
Translation
Adjustments(in millions)
Balance at year-end 2020$

Other comprehensive (loss) income before reclassifications (1)Reclassification adjustments
Net other comprehensive (loss) income
Balance at year-end 2021$

Other comprehensive (loss) income before reclassifications (1)Reclassification adjustments
Net other comprehensive (loss) income
Balance at year-end 2022$

(139) $

4

(212)

5

$

(207)

—

—

—

(212)

5

(207)
$

(135)

(351) $

9

(390)

11

(342)

1

(9)

(8)

(389)

2

(387)

(379)

(740) $

11

Other comprehensive income (loss) before reclassifications (1)

89

(4)

85

Reclassification adjustments

(3)

—

(3)

86

(4)

82

(654) $

7

Net other comprehensive income (loss)
Balance at year-end 2023
(1)

Accumulated Other
Comprehensive Loss

Other Adjustments

$

$

$

(729)

(647)

Other comprehensive income (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)/gains of $(28) million for 2023, $32 million for 2022, and $40 million for 2021.

NOTE 14. BUSINESS SEGMENTS
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. Beginning with the 2024 first quarter, we will report the following four
operating segments: (1) U.S. & Canada, (2) Europe, Middle East, and Africa, (3) Asia Pacific excluding China, and (4) Greater
China. Our Caribbean and Latin America operating segment will not meet the applicable criteria for separate disclosure as areportable business segment, and as such, we will include its results in “Unallocated corporate and other.”We evaluate the performance of our operating segments using “segment profits,” which is based largely on the results ofthe segment without allocating corporate expenses, income taxes, indirect general, administrative, and other expenses, ormerger-related costs. We assign gains and losses, equity in earnings or losses, and direct general, administrative, and otherexpenses 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.

59Segment Revenues
The following table presents our revenues disaggregated by segment and major revenue stream for the last three fiscal
years:
2023

2022

2021

U.S. &
U.S. &
U.S. &(in millions)
CanadaInternational Total
CanadaInternational Total
CanadaInternational Total
Gross fee revenues$
2,799 $
1,290 $ 4,089 $
2,486 $
917 $ 3,403 $
1,580 $
568 $ 2,148
Contract investment amortization
(65)
(22)
(87)
(60)
(29)
(89)
(55)
(20)
(75)
Net fee revenues
2,734
1,268
4,002
2,426
888
3,314
1,525
548
2,073
Owned, leased, and other revenue
506
937
1,443
479
801
1,280
282
467
749
Cost reimbursement revenue
14,4562,250 16,706
12,848
1,797 14,645
8,549
1,239
9,788
Total reportable segment revenue $17,696 $4,455 $22,151 $
15,753 $3,486 $19,239 $
10,356 $2,254 $12,610
Unallocated corporate and other
1,562
1,534
1,247
Total revenue$23,713$20,773$13,857

Revenues attributed to operations located outside the U.S. were $5,160 million in 2023, $4,032 million in 2022, and$2,615 million in 2021, including cost reimbursement revenue outside the U.S. of $2,806 million in 2023, $2,231 million in
2022, and $1,553 million in 2021.
Segment Profits(in millions)

2023

U.S. & Canada (1)International

$

2022
2,724

(2)

$

2021
2,446

$

1,394

1,121

794

258

68

251

(80)

Interest expense, net of interest income

(535)

(377)

(392)

Provision for income taxes

(295)

(756)

(81)

Unallocated corporate and other

Net income
(1)
(2)

$

3,083

$

2,358

$

1,099

Includes cost reimbursements, net of $57 million in 2023, $134 million in 2022, and $51 million in 2021.
Includes cost reimbursements, net of $17 million in 2023, $49 million in 2022, and $14 million in 2021.

Segment profits attributed to operations located outside the U.S. were $1,258 million in 2023, $898 million in 2022, and$297 million in 2021, including cost reimbursements, net (cost reimbursement revenue, net of reimbursed expenses) outside theU.S. of $23 million in 2023, $67 million in 2022, and $14 million in 2021.
Depreciation, Amortization, and Other(in millions)
U.S. & Canada

2023
$

2022
84

$

2021
81

$

92

International

77

85

106

Unallocated corporate and other

28

27

22

$

189

$

193

$

220

NOTE 15. RELATED PARTY TRANSACTIONS
Equity Method Investments
We have equity method investments in entities that own or lease properties for which we provide management services
and receive fees. In addition, in some cases we provide loans, preferred equity, or guarantees to these entities.

60

The following table presents Income Statement data resulting from transactions with these related parties. This table does
not include our Financial Statement captions with insignificant related party activity.
(in millions)
Cost reimbursement revenue

2023$

Reimbursed expenses
Equity in earnings (losses)

2022
122

$

2021
104

$

104

(126)

(104)

(105)

9

18

(24)

The carrying amount of our equity method investments was $308 million at year-end 2023 and $335 million at year-end
2022. This value exceeded our share of the book value of the investees’ net assets by $231 million at year-end 2023 and $238
million at year-end 2022, primarily due to the value that we assigned to land, contracts, and buildings owned by the investees.
Other Related Parties
We earned management fees of approximately $13 million in 2023, $11 million in 2022, and $6 million in 2021, plus
reimbursement of certain expenses, from our operation of properties in which JWM Family Enterprises, L.P., which isbeneficially owned and controlled by J.W. Marriott, Jr., Deborah Marriott Harrison, David S. Marriott, and other members of
the Marriott family, indirectly holds varying percentages of ownership. We earned gross fee revenues of approximately $4
million in 2023, $4 million in 2022, and $1 million in 2021, plus reimbursement of certain expenses, from managed andfranchised properties in which other members of the Marriott family hold varying interests.
Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.
Item 9A.

Controls and Procedures.

Disclosure Controls and Procedures
We evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of the end of the period covered by this annual
report under the supervision and with the participation of our management, including our Chief Executive Officer and Chief
Financial Officer. Management necessarily applied its judgment in assessing the costs and benefits of those controls andprocedures, which by their nature, can provide only reasonable assurance about management’s control objectives. You shouldnote that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events,
and we cannot assure you that any design will succeed in achieving its stated goals under all potential future conditions,regardless of how remote. Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded thatour 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 andcommunicate such information to our management, including our Chief Executive Officer and Chief Financial Officer, as
appropriate to allow timely decisions about required disclosure.
Internal Control Over Financial Reporting
We have set forth management’s report on internal control over financial reporting and the attestation report of our
independent registered public accounting firm on our internal control over financial reporting in Part II, Item 8 of this Form 10K, and we incorporate those reports here by reference.
We made no changes in internal control over financial reporting during the 2023 fourth quarter that materially affected, or
are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B.

Other Information.

During the 2023 fourth quarter, no director or Section 16 officer adopted or terminated any Rule 10b5-1 plans or nonRule 10b5-1 trading arrangements.
Item 9C.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

61

PART III
Items 10, 11, 12, 13, 14.
As described below, we incorporate by reference in this Annual Report on Form 10-K certain information appearing in the
Proxy Statement that we will furnish to our stockholders for our 2024 Annual Meeting of Stockholders.
Item 10. Directors, Executive Officers, and Corporate
Governance.

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

Item 11. Executive Compensation.

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

Item 12. Security Ownership of Certain Beneficial Owners We incorporate this information by reference to theand Management and Related Stockholder Matters.
“Securities Authorized for Issuance Under Equity
Compensation Plans” and the “Stock Ownership” sections of
our Proxy Statement.
Item 13. Certain Relationships and Related Transactions,and Director Independence.

We incorporate this information by reference to the“Transactions with Related Persons” and “Director
Independence” sections of our Proxy Statement.

Item 14. Principal Accountant Fees and Services.

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

62

INFORMATION ABOUT OUR EXECUTIVE OFFICERS
We include below certain information on our executive officers. This information is as of February 1, 2024, except whereindicated.
Name and Title

Age

Business Experience

Anthony G. (Tony) Capuano
President and Chief Executive Officer

58

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 partof 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 fullservice 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 inHotel Administration from Cornell University. He is a member of theCornell Hotel Society, The Cornell School of Hotel Administration Dean’s
Advisory Board, the Business Roundtable, and the American Hotel andLodging Association’s IREFAC Council. Additionally, Mr. Capuano serveson the Board of Directors of McDonald’s Corporation and Save Venice, anonprofit organization dedicated to preserving the artistic heritage of Venice,
Italy.

Satyajit (Satya) Anand
President, Europe, Middle East &Africa59

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 MarriottInternational in 1988 and prior to assuming his role as President, EMEA, he
served as Chief Operations Officer, Luxury & Southern Europe and Global
Design EMEA from July 2016. Prior to this, Mr. Anand was Marriott’s Chief
Financial Officer for Europe for four years and held Area Vice President
roles for Western and Central Europe respectively as well as various Cluster
General Manager, operations and finance positions both on and above
property. Mr. Anand holds a bachelor’s degree in Accounting from
Bangalore’s MES College of Commerce and completed his Diploma in Hoteland Tourism Management from the Institute of Tourism & HotelManagement in Semmering, Austria.

Benjamin T. (Ty) Breland
Executive Vice President
and Chief Human Resources Officer

48

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 leadershipdevelopment, organizational capability, and change management. Mr.
Breland also oversaw The Ritz-Carlton Leadership Center and served as thesenior Human Resources leader for the Company’s Global Development,
Design & Operations Services disciplines. Mr. Breland joined Marriott in2004 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 Presidentof 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.

63

Name and Title

Age

Business Experience

William P. (Liam) Brown
Group President, United States andCanada63

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 byGroup 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 andOwner & 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 Committeeof 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 andChief Accounting Officer

62

Felitia Lee was appointed Marriott’s Controller and Chief Accounting
Officer and principal accounting officer effective August 2020, withresponsibility for the global accounting operations of the Company including
oversight of financial reporting and analysis, accounting policy, generalaccounting, finance and accounting governance, finance shared services, andfinancial 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 theAmerican Institute of Certified Public Accountants.

Yibing Mao
President, Greater China

60

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

Rajeev (Raj) Menon
President, Asia Pacific Excluding China

55

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

64Name and Title

Age

Business Experience

Kathleen K. (Leeny) Oberg
Chief Financial Officer and Executive
Vice President, Development

63

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 servedin a range of financial leadership positions with Marriott, including SeniorVice 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 theAmerican 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 andManagement Information Systems, from the University of Virginia, McIntire
School of Commerce and received her Master of Business Administrationfrom Stanford University Graduate School of Business.

Drew L. Pinto
Executive Vice President and Chief
Revenue & Technology Officer

52

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

Rena Hozore Reiss
Executive Vice President andGeneral Counsel

64

Rena Hozore Reiss was appointed Executive Vice President and GeneralCounsel 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 inMarriott’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 andof 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

52

Peggy Roe was appointed Executive Vice President and Chief Customer
Officer in February 2023, and is responsible for overseeing development andexecution 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 Leadershipinitiative 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.

Code of Ethics and Business Conduct Guide
The Company has long maintained and enforced a Code of Ethics that applies to all Marriott associates, including ourChief Executive Officer, Chief Financial Officer, and Principal Accounting Officer, and to each member of the Board. The
Code of Ethics is encompassed in our Business Conduct Guide, which is available in the Investor Relations section of our
website (Marriott.com/investor) by clicking on “Governance” and then “Documents & Charters.” We intend to post on that65

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.
PART IV
Item 15.

Exhibits and Financial Statement Schedules.

LIST OF DOCUMENTS FILED AS PART OF THIS REPORT(1) FINANCIAL STATEMENTS
We include this portion of Item 15 under Part II, Item 8 of this Annual Report on Form 10-K.
(2) FINANCIAL STATEMENT SCHEDULES
We include the financial statement schedule information required by the applicable accounting regulations of
the SEC in the notes to our financial statements and incorporate that information in this Item 15 by reference.
(3) EXHIBITS
Any stockholder who wants a copy of the following Exhibits may obtain one from us upon request at a chargethat reflects the reproduction cost of such Exhibits. Requests should be made to the Secretary, MarriottInternational, Inc., 7750 Wisconsin Avenue, Department 52/862, Bethesda, MD 20814.
We have not filed as exhibits certain instruments defining the rights of holders of the long-term debt of Marriottor its subsidiary Starwood Hotels & Resorts Worldwide, LLC, pursuant to Item 601(b)(4)(iii) of Regulation S-K
promulgated under the Exchange Act, because the amount of debt authorized and outstanding under each such
instrument does not exceed 10 percent of the total assets of the Company’s and its consolidated subsidiaries.
The Company agrees to furnish a copy of any such instrument to the Commission upon request.
Incorporation by Reference (where a report is indicated below,that document has been previously filed with the SEC and theapplicable exhibit is incorporated by reference thereto)

Exhibit No.

Description

3.1

Restated Certificate of Incorporation.

Exhibit No. 3.(i) to our Form 8-K filed August 22,
2006 (File No. 001-13881).

3.2

Amended and Restated Bylaws.

Exhibit No. 3.1 to our Form 8-K filed August 4, 2023
(File No. 001-13881).

4.1

Form of Common Stock Certificate.

Exhibit No. 4.5 to our Form S-3ASR filed December
8, 2005 (File No. 333-130212).

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 10-K for the fiscal yearended January 1, 1999 (File No. 001-13881).

4.3

Description of Registrant’s Securities.

Filed with this report.

10.1

U.S. $4,500,000 Sixth Amended and Restated Credit
Agreement dated as of December 14, 2022 with Bankof America, N.A. as administrative agent and certain
banks.

Exhibit No. 10 to our Form 8-K filed December 15,
2022 (File No. 001-13881).

10.2.1

License, Services and Development Agreement
entered into on November 17, 2011, among theCompany, Marriott Worldwide Corporation, Marriott
Vacations Worldwide Corporation, and the othersignatories thereto.

Exhibit No. 10.1 to our Form 8-K filed November 21,
2011 (File No. 001-13881).

10.2.2First Amendment to License, Services, andDevelopment Agreement for Marriott Projects, dated
February 26, 2018, among the Company, Marriott
Worldwide Corporation, Marriott Vacations
Worldwide Corporation, and the other signatories
thereto.

Exhibit No. 10.1 to our Form 8-K filed February 27,
2018 (File No. 001-13881).

66

Incorporation by Reference (where a report is indicated below,that document has been previously filed with the SEC and theapplicable exhibit is incorporated by reference thereto)

Exhibit No.

Description

10.2.3

Letter of Agreement, effective as of September 1,
2018, among the Company, Marriott Worldwide
Corporation, Marriott Rewards, LLC, Starwood
Hotels & Resorts Worldwide, LLC, Marriott
Vacations Worldwide Corporation, Marriott
Ownership Resorts, Inc., Vistana Signature
Experiences, Inc. and ILG, LLC.

Exhibit No. 10.2 to our Form 10-Q filed November 6,2018 (File No. 001-13881).

10.2.4

Letter of Agreement, effective as of January 1, 2022,
among the Company, Marriott Worldwide
Corporation, Marriott Vacations Worldwide
Corporation, Starwood Hotels & Resorts Worldwide,
LLC, Marriott Ownership Resorts, Inc., Vistana
Signature Experiences, Inc. and ILG, LLC.

Exhibit No. 10.2.4 to our Form 10-K filed February
15, 2022 (File No. 001-13881).

10.2.5

Letter of Agreement, dated as of March 4, 2022,
among the Company, Marriott Worldwide
Corporation, Marriott Vacations Worldwide
Corporation, Starwood Hotels & Resorts Worldwide,
LLC, Vistana Signature Experiences, Inc. and ILG,
LLC.

Exhibit No. 10.1 to our Form 10-Q filed May 4, 2022
(File No. 001-13881).

10.2.6

Amendment to License, Services, and Development
Agreement for Marriott Projects, dated May 19, 2022,
among the Company, Marriott Worldwide
Corporation, Marriott Vacations Worldwide
Corporation, Starwood Hotels & Resorts Worldwide,
LLC, Vistana Signature Experiences, Inc. and ILG,
LLC.

Exhibit No. 10.1 to our Form 10-Q filed August 2,
2022 (File No. 001-13881).

10.3.1

License, Services and Development Agreement
entered into on November 17, 2011, among The RitzCarlton Hotel Company, L.L.C., Marriott Vacations
Worldwide Corporation, and the other signatories
thereto.

Exhibit No. 10.2 to our Form 8-K filed November 21,
2011 (File No. 001-13881).

10.3.2First Amendment to License, Services, andDevelopment Agreement for Ritz-Carlton Projects,
dated February 26, 2018, among The Ritz-Carlton
Hotel Company, L.L.C., Marriott Vacations
Worldwide Corporation, and the other signatories
thereto.

Exhibit No. 10.2 to our Form 8-K filed February 27,
2018 (File No. 001-13881).

10.4.1Marriott Bonvoy Affiliation Agreement entered intoon November 10, 2021, among the Company, Marriott
Rewards, L.L.C., Marriott Vacations Worldwide
Corporation and certain of its subsidiaries, Marriott
Ownership Resorts, Inc., and the other signatories
thereto.

Exhibit No. 10.4.1 to our Form 10-K filed February
15, 2022 (File No. 001-13881).

†10.5

Amended and Restated Side Letter Agreement Program Affiliation, dated February 26, 2018, among
the Company, Marriott Vacations Worldwide, andcertain of their subsidiaries.

Exhibit No. 10.5 to our Form 8-K filed February 27,
2018 (File No. 001-13881).

*10.6.1

2023 Marriott International, Inc. Stock and CashIncentive Plan.

Exhibit No. 10.1 to our Form 8-K filed May 16, 2023
(File No. 001-13881).

*10.6.2

United Kingdom Sub-Plan of the 2023 MarriottInternational, Inc. Stock and Cash Incentive Plan
(December 2023).

Filed with this report.

*10.7.1

Form of Non-Employee Director Deferred Share
Award Agreement for the 2023 Marriott International,
Inc. Stock and Cash Incentive Plan (June 2023).

Exhibit No. 10.2 to our Form 10-Q filed August 1,
2023 (File No. 001-13881).

*10.7.2

Form of Non-Employee Director Deferred Fee Award
Agreement for the 2023 Marriott International, Inc.
Stock and Cash Incentive Plan (June 2023).

Exhibit No. 10.3 to our Form 10-Q filed August 1,
2023 (File No. 001-13881).

67

Incorporation by Reference (where a report is indicated below,that document has been previously filed with the SEC and theapplicable exhibit is incorporated by reference thereto)

Exhibit No.

Description*10.8

Form of Non-Employee Director Stock Appreciation
Right Agreement for the 2023 Marriott International,
Inc. Stock and Cash Incentive Plan (June 2023).

Exhibit No. 10.4 to our Form 10-Q filed August 1,
2023 (File No. 001-13881).

*10.9.1

Marriott International, Inc. Stock and Cash IncentivePlan, as amended through February 13, 2014.

Exhibit A to our Definitive Proxy Statement filed
April 4, 2014 (File No. 001-13881).

*10.9.2

Amendment dated August 7, 2014 to the MarriottInternational, Inc. Stock and Cash Incentive Plan.

Exhibit No. 10 to our Form 10-Q filed October 29,
2014 (File No. 001-13881).

*10.9.3

Amendment dated September 23, 2016 to the MarriottInternational, Inc. Stock and Cash Incentive Plan.

Exhibit No. 10.8.2 to our Form 10-K filed February
15, 2018 (File No. 001-13881).

*10.9.4

Amendment dated November 10, 2016 to the MarriottInternational, Inc. Stock and Cash Incentive Plan.

Exhibit No. 10.22 to our Form 10-K filed February 15,
2018 (File No. 001-13881).

*10.9.5

Amendment dated May 5, 2017 to the MarriottInternational, Inc. Stock and Cash Incentive Plan.

Exhibit No. 10.8.3 to our Form 10-K filed February
15, 2018 (File No. 001-13881).

*10.9.6

Amendment dated February 15, 2019 to the MarriottInternational, Inc. Stock and Cash Incentive Plan.

Exhibit No. 10.7.5 to our Form 10-K filed March 1,
2019 (File No. 001-13881).

*10.9.7

Amendment dated May 10, 2019 to the MarriottInternational, Inc. Stock and Cash Incentive Plan.

Exhibit No. 10.1 to our Form 10-Q filed August 6,
2019 (File No. 001-13881).

*10.9.8

Amendment dated May 8, 2020 to the MarriottInternational, Inc. Stock and Cash Incentive Plan.

Exhibit No. 10.1 to our Form 10-Q filed August 10,2020 (File No. 001-13881).

*10.10.1

Form of MI Shares Agreement for the MarriottInternational, Inc. Stock and Cash Incentive Plan
(March 2019).

Exhibit No. 10.1 to our Form 10-Q filed May 10, 2019
(File No. 001-13881).

*10.10.2

Form of Retention Executive Restricted Stock Unit
Agreement for the Marriott International, Inc. Stockand Cash Incentive Plan (March 2019).

Exhibit No. 10.2 to our Form 10-Q filed May 10, 2019
(File No. 001-13881).

*10.10.3

Form of Executive Restricted Stock Unit/MI Shares
Agreement for the Marriott International, Inc. Stockand Cash Incentive Plan (February 2021).

Exhibit No. 10.4 to our Form 10-Q filed May 10, 2021
(File No. 001-13881).

*10.10.4

Form of MI Shares Agreement for the MarriottInternational, Inc. Stock and Cash Incentive Plan
(February 2023).

Exhibit No. 10.1 to our Form 10-Q filed May 2, 2023
(File No. 001-13881).

*10.11.1

Form of Stock Appreciation Rights Agreement for the
Marriott International, Inc. Stock and Cash Incentive
Plan (pre-February 2018).

Exhibit No. 10.12 to our Form 10-K filed February 15,
2018 (File No. 001-13881).

*10.11.2

Form of Stock Appreciation Rights Agreement for the
Marriott International, Inc. Stock and Cash Incentive
Plan (February 2018).

Exhibit No. 10.7 to our Form 10-Q filed May 10, 2018
(File No. 001-13881).

*10.11.3

Form of Stock Appreciation Rights Agreement for the
Marriott International, Inc. Stock and Cash Incentive
Plan (March 2019).

Exhibit No. 10.3 to our Form 10-Q filed May 10, 2019
(File No. 001-13881).

*10.11.4

Form of Stock Appreciation Rights Agreement for the
Marriott International, Inc. Stock and Cash Incentive
Plan (February 2021).

Exhibit No. 10.5 to our Form 10-Q filed May 10, 2021
(File No. 001-13881).

*10.11.5

Form of Stock Appreciation Rights Agreement for the
Marriott International, Inc. Stock and Cash Incentive
Plan (February 2023).

Exhibit No. 10.3 to our Form 10-Q filed May 2, 2023
(File No. 001-13881).

*10.12.1

Form of Non-Employee Director Deferred Fee Award
Agreement for the Marriott International, Inc. Stockand Cash Incentive Plan.

Exhibit No. 10.2 to our Form 10-Q filed August 2,
2022 (File No. 001-13881).

*10.12.2

Form of Non-Employee Director Deferred Share
Award Agreement for the Marriott International, Inc.
Stock and Cash Incentive Plan.

Exhibit No. 10.3 to our Form 10-Q filed August 2,
2022 (File No. 001-13881).

68Incorporation by Reference (where a report is indicated below,that document has been previously filed with the SEC and theapplicable exhibit is incorporated by reference thereto)

Exhibit No.

Description*10.13.1

Form of Non-Employee Director Stock Appreciation
Right Agreement for the Marriott International, Inc.
Stock and Cash Incentive Plan (Pre-May 2022).

Exhibit No. 10.12.2 to our Form 10-K filed February
15, 2018 (File No. 001-13881).

*10.13.2

Form of Non-Employee Director Stock Appreciation
Right Agreement for the Marriott International, Inc.
Stock and Cash Incentive Plan (May 2022).

Exhibit No. 10.4 to our Form 10-Q filed August 2,
2022 (File No. 001-13881).

*10.14.1

Form of Performance Share Unit Award Agreement
for the Marriott International, Inc. Stock and CashIncentive Plan (March 2019).

Exhibit No. 10.4 to our Form 10-Q filed May 10, 2019
(File No. 001-13881).

*10.14.2

Form of Performance Share Unit Award Agreement
for the Marriott International, Inc. Stock and CashIncentive Plan (February 2021).

Exhibit No. 10.6 to our Form 10-Q filed May 10, 2021
(File No. 001-13881).

*10.14.3

Form of Performance Share Unit Award Agreement
for the Marriott International, Inc. Stock and CashIncentive Plan (February 2023).

Exhibit No. 10.2 to our Form 10-Q filed May 2, 2023
(File No. 001-13881).

*10.15.1

Marriott International, Inc. Executive Deferred
Compensation Plan, amended and restated as ofFebruary 11, 2022.

Exhibit No. 10.6.1 to our Form 10-K filed February
15, 2022 (File No. 001-13881).

*10.15.2

First Amendment to the Marriott International, Inc.
Executive Deferred Compensation Plan, effective asof October 31, 2022.

Exhibit No. 10.7.2 to our Form 10-K filed February
14, 2023 (File No. 001-13881).

*10.15.3

Second Amendment to the Marriott International, Inc.
Executive Deferred Compensation Plan, effective asof January 1, 2024.

Filed with this report.

*10.16.1

Starwood 2013 Long-Term Incentive Compensation
Plan.

Exhibit No. 4.4 to Starwood’s Form S-8 filed June 28,
2013 (File No. 333-189674).

*10.16.2

Amendment dated June 29, 2016 to the Starwood
2013 Long-Term Incentive Compensation Plan.

Exhibit No. 10.20 to our Form 10-K filed February 15,
2018 (File No. 001-13881).

*10.16.3

Amendment dated September 23, 2016 to theStarwood 2013 Long-Term Incentive Compensation
Plan.

Exhibit No. 10.21 to our Form 10-K filed February 15,
2018 (File No. 001-13881).

*10.16.4

Amendment dated May 5, 2017 to the Starwood 2013
Long-Term Incentive Compensation Plan.

Exhibit No. 10.19.1 to our Form 10-K filed February
15, 2018 (File No. 001-13881).

*10.17

Amended and Restated Aircraft Time Sharing
Agreement, effective as of September 14, 2023,
between Marriott International Administrative
Services, Inc. and Anthony Capuano.

Exhibit No. 10.2 to our Form 10-Q filed November 2,2023 (File No. 001-13881).

10.18

Second Amended and Restated Aircraft Time Sharing
Agreement, effective as of September 14, 2023,
between Marriott International Administrative
Services, Inc. and J. Willard Marriott, Jr.

Exhibit No. 10.1 to our Form 10-Q filed November 2,2023 (File No. 001-13881).

*10.19Aircraft Time Sharing Agreement, effective as ofFebruary 9, 2023, between Marriott International
Administrative Services, Inc. and David Marriott.

Exhibit No. 10.16 to our Form 10-K filed February 14,2023 (File No. 001-13881).

21

Subsidiaries of Marriott International, Inc.

Filed with this report.

23

Consent of Ernst & Young LLP.

Filed with this report.

31.1

Certification of Chief Executive Officer Pursuant toRule 13a-14(a).

Filed with this report.

31.2

Certification of Chief Financial Officer Pursuant toRule 13a-14(a).

Filed with this report.

32

Section 1350 Certifications.

Furnished with this report.

69

Incorporation by Reference (where a report is indicated below,that document has been previously filed with the SEC and theapplicable exhibit is incorporated by reference thereto)

Exhibit No.

Description

97

Marriott International, Inc. Rule 10D-1 Clawback
Policy.

101

The following financial statements from Marriott
Submitted electronically with this report.
International, Inc.’s Annual Report on Form 10-K forthe year ended December 31, 2023, formatted in InlineXBRL (Extensible Business Reporting Language):(i) the Consolidated Statements of Income for the year
ended December 31, 2023, December 31, 2022, andDecember 31, 2021; (ii) the Consolidated Balance
Sheets at December 31, 2023, and December 31,
2022; (iii) the Consolidated Statements of Cash Flowsfor the year ended December 31, 2023, December 31,
2022, and December 31, 2021; (iv) the Consolidated
Statements of Comprehensive Income for the year
ended December 31, 2023, December 31, 2022, andDecember 31, 2021; (v) the Consolidated Statementsof Stockholders’ (Deficit) Equity for the year ended
December 31, 2023, December 31, 2022, andDecember 31, 2021; and (vi) Notes to Consolidated
Financial Statements.

101.INSXBRL Instance Document.

Submitted electronically with this report.

101.SCHXBRL Taxonomy Extension Schema Document.

Submitted electronically with this report.

101.CALXBRL Taxonomy Calculation Linkbase Document.

Submitted electronically with this report.

101.DEFXBRL Taxonomy Extension Definition Linkbase.

Submitted electronically with this report.

101.LABXBRL Taxonomy Label Linkbase Document.

Submitted electronically with this report.

101.PREXBRL Taxonomy Presentation Linkbase Document.

Submitted electronically with this report.

104

The cover page from Marriott International, Inc.’s
Annual Report on Form 10-K for the year ended
December 31, 2023, formatted in Inline XBRL
(included as Exhibit 101).

Submitted electronically with this report.

*†

Filed with this report.

Denotes management contract or compensatory plan.
Portions of this exhibit were redacted pursuant to a confidential treatment request filed with the Securities and Exchange
Commission pursuant to Rule 24b-2 under the Exchange Act. The redacted portions of this exhibit have been filed with
the Securities and Exchange Commission.

Item 16.

Form 10-K Summary.

None.

70

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, we have duly caused this Form 10-K to besigned on our behalf by the undersigned, thereunto duly authorized, on this 13th day of February 2024.
MARRIOTT INTERNATIONAL, INC.
By: /s/Anthony G. Capuano
Anthony G. Capuano
President and Chief Executive Officer
Pursuant to the requirements of the Exchange Act, this Form 10-K has been signed by the following persons on our behalf
in the capacities indicated and on the date indicated above.
PRINCIPAL EXECUTIVE OFFICER:
President, Chief Executive Officer and Director/s/Anthony G. Capuano
Anthony G. Capuano
PRINCIPAL FINANCIAL OFFICER:/s/Kathleen K. Oberg
Kathleen K. Oberg

Chief Financial Officer and Executive Vice President,
Development

PRINCIPAL ACCOUNTING OFFICER:/s/Felitia O. Lee
Felitia O. Lee

Controller and Chief Accounting Officer

DIRECTORS:/s/David S. MarriottDavid S. Marriott, Chairman of the Board/s/Debra L. Lee
Debra L. Lee, Director/s/Isabella D. Goren
Isabella D. Goren, Director/s/Aylwin B. Lewis
Aylwin B. Lewis, Director/s/Deborah Marriott Harrison
Deborah Marriott Harrison, Director/s/Margaret M. McCarthy
Margaret M. McCarthy, Director/s/Frederick A. Henderson
Frederick A. Henderson, Director/s/Grant F. Reid
Grant F. Reid, Director/s/Eric Hippeau
Eric Hippeau, Director/s/Horacio D. Rozanski
Horacio D. Rozanski, Director/s/Lauren R. Hobart
Lauren R. Hobart, Director/s/Susan C. Schwab
Susan C. Schwab, Director

71

STOCKHOLDER RETURN PERFORMANCE GRAPH
The following graph compares the performance of our Class A Common Stock from December 31, 2018 to the end of
fiscal year 2023 with the performance of the Standard & Poor’s (“S&P”) 500 Index and the S&P 500 Hotels, Resorts & CruiseLines Index. The graph assumes an initial investment value of $100 on December 31, 2018 and reinvestment of dividends.

Comparison of Stockholder Returns Among Marriott International, Inc., The S&P 500
Index, and The S&P 500 Hotels, Resorts & Cruise Lines Index
$225

$200

$175

$150

$125

$100

$75
12/31/18

12/31/19

12/31/20

12/31/21

12/31/22

12/31/23

Marriott International, Inc.
S&P 500 Hotels, Resorts & Cruise Lines Index
S&P 500 Index

Marriott International, Inc.
S&P 500 Hotels, Resorts & Cruise Lines Index(1)S&P 500 Index(1)

12/31/18 12/31/19 12/31/20 12/31/21 12/31/22 12/31/23$ 100.00 $ 141.52 $ 123.78 $ 155.05 $ 140.56 $ 215.11
100.00137.05101.59121.7592.23
153.39100.00131.48155.65200.29163.99207.05At the end of fiscal year 2023, the S&P 500 Hotels, Resorts & Cruise Lines Index consisted of Marriott International, Inc., Airbnb, Inc.
(beginning 2023), Booking Holdings Inc. (beginning 2021), Carnival Corporation, Expedia Group, Inc. (beginning 2021), Hilton Worldwide
Holdings Inc., Norwegian Cruise Line Holdings Limited, and Royal Caribbean Cruises Limited.

72

NON-GAAP FINANCIAL MEASURE
In this Annual Report, we report Adjusted Earnings Before Interest Expense, Taxes, Depreciation and Amortization(“Adjusted EBITDA”) which is not required by, or presented in accordance with, United States generally accepted accounting
principles (“GAAP”). Please be aware that this non-GAAP measure has limitations and should not be considered in isolation or asa substitute for net income or any other comparable operating measure prescribed by GAAP. In addition, we may calculate and/or
present this non-GAAP financial measure differently than measures with the same or similar names that other companies report,
and as a result, the non-GAAP measure we report may not be comparable to those reported by others.
Adjusted EBITDA reflects net income excluding the impact of the following items: cost reimbursement revenue andreimbursed expenses, interest expense, depreciation and amortization, provision for income taxes, merger-related charges and otherexpenses, and stock-based compensation expense for all periods presented. When applicable, Adjusted EBITDA also excludes
certain non-cash impairment charges related to equity investments and gains and losses on asset dispositions made by us or by our
joint venture investees.
The following table presents our reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure.
($ in millions)
Net income, as reported
Cost reimbursement revenue
Reimbursed expenses
Interest expense
Interest expense from unconsolidated joint ventures
Provision for income taxes
Depreciation and amortization
Contract investment amortization
Depreciation and amortization classified in reimbursed expenses
Depreciation, amortization, and impairments from unconsolidated joint ventures
Stock-based compensation
Merger-related charges and other
Gains on investees’ property sales1
Gain on asset dispositions2
Adjusted EBITDA
1
2

$

$

Gains on investees' property sales reported in Equity in earnings.
Gain on asset dispositions reported in Gains and other income, net.

73

Full Year 2023
Full Year 2022
3,083 $
2,358
(17,413)(15,417)
17,424
15,141
565
403
6
6
295
756
189
193
88
89
159
118
19
27
205
60
—
(24)
4,656 $

192
12
(23)
(2)
3,853

Percent Better/(Worse)21%

DIRECTORS AND OFFICERS(as of March 1, 2024)

Directors

Executive Officers

David S. Marriott
Chairman of the Board
Marriott International, Inc.
1,5

Anthony G. Capuano 1,5†
President and Chief Executive Officer
Marriott International, Inc.
Isabella D. Goren 2,4Former Chief Financial Officer
American Airlines, Inc. and AMR Corporation
Frederick A. Henderson 1,2,4
Former Chairman and Chief Executive Officer
SunCoke Energy, Inc.
Deborah Marriott Harrison 5
Global Cultural Ambassador Emeritus
Marriott International, Inc.
Eric Hippeau 3,6Managing Partner
Lerer Hippeau
Lauren R. Hobart 3,6
President and Chief Executive Officer
DICK’S Sporting Goods
Debra L. Lee 1,4,5
Former Chairman and Chief Executive Officer
BET Networks
Aylwin B. Lewis 2,3,4
Former Chairman, Chief Executive Officer and President
Potbelly Corporation
Margaret M. McCarthy 2,6Former Executive Vice President
CVS Healthcare Corporation
Grant F. Reid 2, 5Former President and Chief Executive Officer
Mars, Incorporated
Horacio D. Rozanski 3,6
President and Chief Executive Officer
Booz Allen Hamilton Inc.
Susan C. Schwab 3,6
Professor Emerita
University of Maryland School of Public Policy

Chairman Emeritus
J.W. Marriott Jr.

Anthony G. Capuano 1,5†
President and Chief Executive Officer
Satya Anand †President
Europe, Middle East and Africa (EMEA)
Benjamin T. Breland †Executive Vice President andChief Human Resources Officer
William P. Brown †Group President
United States and Canada
Tina M. Edmundson
President
LuxuryBrian J. King
President
Caribbean and Latin America (CALA)
Felitia O. Lee †Controller and Chief Accounting Officer
Yibing Mao †President
Greater China (GC)
Jennifer C. Mason
Global Officer, Treasurer andRisk Management
Jackie Burka McConagha
Senior Vice President
Investor Relations
Rajeev Menon †President
Asia Pacific Excluding China (APEC)
Kathleen K. Oberg †Chief Financial Officer andExecutive Vice President, Development
Drew L. Pinto †Executive Vice President andChief Revenue and Technology Officer
Tricia A. Primrose
Executive Vice President andGlobal Chief Communications
and Public Affairs Officer
Rena H. Reiss †Executive Vice President andGeneral Counsel
Peggy F. Roe †Executive Vice President andChief Customer Officer

LEGEND
1 Executive Committee
2 Audit Committee
3 Human Resources and Compensation Committee
4 Nominating and Corporate Governance Committee
5 Inclusion and Social Impact Committee
6 Technology and Information Security Oversight Committee† Executive officer as defined under the Securities Exchange Act of 1934

Andrew P.C. WrightVice President, Senior Counsel
and Secretary

CORPORATE INFORMATION
Corporate Headquarters
Marriott International, Inc.
7750 Wisconsin Avenue
Bethesda, MD 20814
1-301-380-3000
Internet: Marriott.com

Common Stock Listings

The Company’s Class A Common Stock (ticker symbol: MAR)is listed on the NASDAQ Global Select Market (“NASDAQ”).

Investor Relations

For information, call: 1-301-380-6500
Internet: www.marriott.com/investor

Independent Registered Public Accounting Firm
Ernst & Young LLP
Tysons, VA

CommonStock Prices and Dividends(1)
			

			
			

Stock Price
High
Low

Cash
Dividends
Declared
Per
Share

2022
First Quarter................................... $184.99
Second Quarter............................. 195.90
Third Quarter.................................. 166.56
Fourth Quarter............................... 169.05$146.071 3 1.0 1
133.5413 7.25

—
$0.30
0.30
0.40

2023
First Quarter................................... $181.55
Second Quarter............................. 184.89
Third Quarter.................................. 210.98
Fourth Quarter............................... 226.63$147.10161.01
178.24180.75

$0.40
0.52
0.52
0.52

The range of prices of our common stock and cash dividends declared pershare for each quarterly period within the last two years are shown in thetable above.

(1) Annual Meeting of Stockholders

May 10, 2024
The annual meeting of Marriott International, Inc. will be in
virtual format via a live audio webcast. Stockholders canattend the meeting via the Internet at:
www.virtualshareholdermeeting.com/MAR2024

Registrar and Transfer Agent

Stockholder inquiries regarding stock transfers, dividend payments, address changes, enrollment in the company’s direct
investment plan, lost stock certificates, or other stock accountmatters should be directed to:Computershare Investor Services
1-800-311-4816 (U.S. and Canada)
1-201-680-6693 (International)
www.computershare.com/investor
By Mail:Computershare Investor Services
P.O. Box 43006
Providence, RI 02940-30006
By Overnight Delivery:
Computershare Investor Services
150 Royall Street – Suite 101
Canton, MA 02021

Other Information
Any stockholder who would like a copy of the Company’s
Annual Report on Form 10-K for the fiscal year 2023 may
obtain one, without charge, by addressing a request to theSecretary, Marriott International, Inc., Department 52/862,
7750 Wisconsin Avenue, Bethesda, Maryland, 20814. The
Company’s copying costs will be charged if copies of exhibits
to the Annual Report on Form 10-K are requested. You
may also obtain a copy of the Annual Report for fiscal year
2023, including exhibits, from the Company’s website athttps://www.marriott.com/investor by clicking on “Financial
Information” and then “SEC Filings.”
We invite you to learn more about Marriott’s business andgrowth opportunities at https://www.marriott.com/investor.
Our investor site includes an electronic version of this report,
investor presentations, earnings conference calls, press
releases, SEC filings, company history, and information
about the company’s governance and Board of Directors.

Lodging Development Inquiries

Please visit www.hotel-development.marriott.com
Phone: 1-301-380-3200
Email: lodging.development@marriott.com

Stockholders may also elect to receive notices ofstockholder meetings, proxy materials and annual
reports electronically through the Internet. If yourshares are registered in your own name, and not in“street name” through a broker or other nominee,
simply log in to the Internet site maintained by ourtransfer agent, Computershare Investor Services,at www.computershare.com/investor and the step-bystep instructions will prompt you through enrollment.

MARRIOTT INTERNATIONAL, INC.
7750 WISCONSIN AVE.
BETHESDA, MD 20814
MARRIOTT.COM