MARRIOTT INTERNATIONAL INC /MD/

Previous wording

All statements in this report are made as of the date this Form 10-Q is filed with the U.S. Securities and Exchange Commission (the “SEC”). We undertake no obligation to publicly update or revise these statements, whether as a result of new information, future events or otherwise. We make forward-looking statements in Management’s Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this report based on the beliefs and assumptions of our management and on information available to us through the date this Form 10-Q is filed with the SEC. Forward-looking statements include information related to our development pipeline; our expectations regarding rooms growth; our expectations regarding our ability to meet our liquidity requirements; our capital expenditures and other investment spending and reimbursement expectations; our expectations regarding future dividends and share repurchases; our expectations regarding certain claims, legal proceedings, settlements or resolutions; our expectations regarding additional payments to citizenM Holding BV and certain of its affiliates and the integration of the citizenM hotels into our system and platforms; and other statements that are preceded by, followed by, or include the words “believes,” “expects,” “anticipates,” “intends,” “plans,” “estimates,” “foresees,” or similar expressions; and similar statements concerning anticipated future events and expectations that are not historical facts.

Current wording

All statements in this report are made as of the date this Form 10-Q is filed with the U.S. Securities and Exchange Commission (the “SEC”). We undertake no obligation to publicly update or revise these statements, whether as a result of new information, future events or otherwise. We make forward-looking statements in Management’s Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this report based on the beliefs and assumptions of our management and on information available to us through the date this Form 10-Q is filed with the SEC. Forward-looking statements include information related to our development pipeline; our expectations regarding rooms growth; our expectations regarding our ability to meet our liquidity requirements; our capital expenditures and other investment spending and reimbursement expectations; our expectations regarding future dividends and share repurchases; our expectations regarding certain claims, legal proceedings, settlements or resolutions; our planned hotel sale; our anticipated investment in Lefay; our expectations about the conflict in the Middle East; 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.

Previous wording

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

Current wording

We caution you that these statements are not guarantees of future performance and are subject to numerous evolving risks and uncertainties that we may not be able to accurately predict or assess, including the risks and uncertainties we describe in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (“2025 Form 10-K”); Part II, Item 1A of this report; and other factors we describe from time to time in our periodic filings with the SEC.

Previous wording

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

Current wording

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

Previous wording

Under our asset-light business model, we typically manage or franchise hotels and other lodging offerings, rather than own them. Terms of our management agreements vary, but we earn a management fee that is typically composed of a base management fee, which is a percentage of the revenues of the hotel, and an incentive management fee, which is based on the profits of the hotel. In many cases (particularly in our U.S. & Canada, Europe, and CALA regions), incentive management fees are subject to a specified owner return. Under our hotel franchising arrangements, we generally receive an initial application fee and continuing royalty fees, which are typically based on a percentage of room revenues, plus for certain brands, a percentage of food and beverage revenues. We also have license and other agreements with third parties for certain offerings, such as for our timeshare properties, MGM Collection with Marriott Bonvoy, Design Hotels, and The Ritz-Carlton Yacht Collection, under which we receive royalty fees and certain other fees. Additionally, we earn fees for other uses of our intellectual property, including primarily co-branded credit card fees, as well as residential branding fees and certain other licensing fees.

Current wording

Under our asset-light business model and consistent with our focus on franchising, management, and licensing, we own or lease very few of our lodging properties. Under our hotel franchising arrangements, we generally receive an initial application fee and continuing royalty fees, which are typically based on a percentage of room revenues, plus for certain brands, a percentage of food and beverage revenues. Terms of our management agreements vary, but we earn a management fee that is typically composed of a base management fee, which is a percentage of the revenues of the hotel, and an incentive management fee, which is based on the profits of the hotel. In many cases (particularly in our U.S. & Canada, Europe, and CALA regions), incentive management fees are subject to a specified owner return. We also have license and other agreements with third parties for certain offerings, such as for our timeshare properties, MGM Collection with Marriott Bonvoy, Design Hotels, and The Ritz-Carlton Yacht Collection, under which we receive royalty and certain other fees. Additionally, we earn fees for other uses of our intellectual property, including primarily co-branded credit card fees, as well as residential branding fees and certain other licensing fees.

Previous wording

We define our comparable properties as hotels in our system that were open and operating under one of our brands since the beginning of the last full calendar year (since January 1, 2024 for the current period) and have not, in either the current or previous year: (1) undergone significant room or public space renovations or expansions, (2) been converted between company-operated and franchised, or (3) sustained substantial property damage or business interruption. Our comparable properties also exclude MGM Collection with Marriott Bonvoy, Design Hotels, The Ritz-Carlton Yacht Collection, residences, and timeshare properties.

Current wording

We define our comparable properties as hotels in our system that were open and operating under one of our brands since the beginning of the last full calendar year (since January 1, 2025 for the current period) and have not, in either the current or previous year: (1) undergone significant room or public space renovations or expansions, (2) been converted between company-operated and franchised, or (3) sustained substantial property damage or business interruption. Our comparable properties also exclude MGM Collection with Marriott Bonvoy, Design Hotels, The Ritz-Carlton Yacht Collection, residences, timeshare, and all-inclusive properties.

Previous wording

On November 30, 2018, we announced a data security incident involving unauthorized access to the Starwood reservations database (the “Data Security Incident”). We are currently unable to reasonably estimate the range of total possible financial impact to the Company from the Data Security Incident in excess of the expenses already recorded; however, we do not believe this incident will impact our long-term financial health. See Note 6 for additional information related to legal proceedings, investigations, and insurance recoveries related to the Data Security Incident.

Current wording

On November 30, 2018, we announced a data security incident involving unauthorized access to the Starwood reservations database (the “Data Security Incident”). We are currently unable to reasonably estimate the range of total possible financial impact to the Company from the Data Security Incident in excess of the expenses already recorded; however, we do not believe this incident will impact our long-term financial health. See Note 5 for additional information related to legal proceedings and investigations related to the Data Security Incident.

Previous wording

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

Current wording

At the end of the 2026 first quarter, our system had 9,926 properties (1,795,808 rooms), compared to 9,805 properties (1,779,936 rooms) at year-end 2025 and 9,463 properties (1,718,542 rooms) at the end of the 2025 first quarter. In the 2026 first quarter, we added roughly 15,900 net rooms.

Previous wording

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

Current wording

At the end of the 2026 first quarter, we had over 4,100 properties and nearly 618,000 rooms in our development pipeline, which included nearly 34,000 rooms approved for development but not yet under signed contracts. At the end of the 2026 first quarter, our development pipeline included over 268,000 rooms, or 43 percent, that were under construction, including hotels that are in the process of converting to our system. Over half of the rooms in our quarter-end development pipeline were located outside U.S. & Canada.

Previous wording

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

Current wording

We currently expect full year 2026 net rooms growth of approximately 4.5 to 5.0 percent.

Previous wording

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

Current wording

(1)Licensed and other properties include our timeshare properties, MGM Collection with Marriott Bonvoy, Design Hotels, and The Ritz-Carlton Yacht Collection.

Previous wording

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

Current wording

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

Previous wording

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

Current wording

The discussion below presents an analysis of our consolidated results of operations for the 2026 first quarter compared to the 2025 first quarter. Also see the “Business Trends” section above for further discussion.

Previous wording

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

Current wording

The increase in franchise fees in the 2026 first quarter primarily reflected higher co-branded credit card fees ($60 million) as well as higher revenue related to our franchised properties due to higher RevPAR, rooms growth ($23 million), and other items.

Previous wording

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

Current wording

The decrease in cost reimbursements, net in the 2026 first quarter primarily reflected higher expenses, net of revenues for many of our centralized programs and services, partially offset by lower Loyalty Program expenses.

Previous wording

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

Current wording

Interest expense increased in the 2026 first quarter primarily due to higher debt balances driven by Senior Notes issuances, net of maturities ($28 million).

Previous wording

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

Current wording

Provision for income taxes increased in the 2026 first quarter primarily due to the prior year release of tax reserves ($86 million) and higher pre-tax income ($26 million).

Previous wording

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

Current wording

The following discussion presents an analysis of the operating results of our reportable business segments for the 2026 first quarter compared to the 2025 first quarter. Also see the “Business Trends” section above for further discussion.

Previous wording

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

Current wording

In the 2026 first quarter, segment net fee revenues grew in the U.S. & Canada, compared to the same period in 2025, primarily due to higher RevPAR and rooms growth (see the Lodging Statistics and Properties and Rooms tables above for more information).

Previous wording

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

Current wording

Additionally, U.S. & Canada segment profits in the 2026 first quarter compared to the same period in 2025 reflected lower cost reimbursement revenue, net of reimbursed expenses ($72 million).

Previous wording

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

Current wording

Our long-term financial objectives include maintaining diversified financing sources, optimizing the mix and maturity of our long-term debt, and reducing our working capital. At the end of the 2026 first quarter, including the effect of interest rate swaps, our total long-term debt (current and noncurrent) had a weighted average interest rate of 4.6 percent, a weighted average maturity of approximately 5.8 years, and a ratio of fixed-rate to total long-term debt of 0.9 to 1.0.

Previous wording

Cash, cash equivalents, and restricted cash totaled $694 million at September 30, 2025, an increase of $269 million from year-end 2024, primarily due to long-term debt issuances, net of repayments ($2,479 million), net cash provided by operating activities ($2,383 million), and issuances of common stock for our employee stock purchase plan ($92 million), partially offset by share repurchases ($2,300 million), net commercial paper repayments ($960 million), dividends paid ($539 million), capital and technology expenditures ($432 million), the citizenM asset acquisition ($349 million), and financing outflows for employee stock-based compensation withholding taxes ($111 million).

Current wording

Cash, cash equivalents, and restricted cash totaled $468 million at March 31, 2026, an increase of $97 million from year-end 2025, primarily due to long-term debt issuances, net of repayments ($1,422 million) and net cash provided by operating activities ($858 million), partially offset by net commercial paper repayments ($1,085 million), share repurchases ($700 million), dividends paid ($178 million), capital and technology expenditures ($130 million), and financing outflows for employee stock-based compensation withholding taxes ($124 million).

Previous wording

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

Current wording

Our ratio of current assets to current liabilities was 0.5 to 1.0 at the end of the 2026 first quarter. We have significant borrowing capacity under our Credit Facility should we need additional working capital.

Previous wording

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

Current wording

We made capital and technology expenditures of $130 million in the 2026 first quarter and $135 million in the 2025 first quarter. We expect capital expenditures and other investments will total approximately $1,050 million to $1,150 millionfor the 2026 full year, including capital and technology expenditures, loan advances, contract acquisition costs, and other investing activities (including our planned investment in Lefay, which we assume will occur later this year), but excluding any potential property or brand acquisitions, which we cannot forecast with sufficient accuracy and which may be significant. Our anticipated capital and technology expenditures include higher than typical spending on our worldwide technology systems transformation, the overwhelming portion of which we expect to be reimbursed over time, and renovations of hotels in our owned and leased portfolio.

Previous wording

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

Current wording

We repurchased 2.1 million shares of our common stock for $0.7 billion in the 2026 first quarter. Year-to-date through April 29, 2026, we repurchased 3.1 million shares for $1.1 billion. For additional information, see “Issuer Purchases of Equity Securities” in Part II, Item 2.

Previous wording

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

Current wording

On February 12, 2026, our Board of Directors declared a quarterly cash dividend of $0.67 per share, which was paid on March 31, 2026 to stockholders of record on February 26, 2026.

Previous wording

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

Current wording

As of the end of the 2026 first quarter, there have been no material changes to our cash requirements as disclosed in our 2025 Form 10-K. See Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of our 2025 Form 10-K for more information about our cash requirements. Also, see Note 6 for information on our long-term debt.

Previous wording

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

Current wording

Our preparation of financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect reported amounts and related disclosures. We have discussed those policies and estimates that we believe are critical and require the use of complex judgment in their application in our 2025 Form 10-K. We have made no material changes to our critical accounting policies or the methodologies or assumptions that we apply under them.