Marriott International MAR · USD

BUSINESS SEGMENTSWe discuss our operations in the following four 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.”Our President and Chief Executive Officer, who is our “chief operating decision maker” (“CODM”), evaluates the performance of our operating segments using “segment profits,” which is based largely on the results of the segment without allocating corporate expenses, income taxes, indirect general and administrative expenses, or restructuring and merger-related recoveries/charges, and other expenses. We assign gains and losses, equity in earnings or losses, and direct general and administrative expenses to each of our segments. “Unallocated corporate and other” includes a portion of our revenues (such as fees we receive from our credit card programs and timeshare licensing agreements), revenues and expenses for our Loyalty Program, indirect general and administrative expenses, restructuring and merger-related recoveries/charges, and other expenses, equity in earnings or losses, and other gains or losses that we do not allocate to our segments, as well as results of our CALA operating segment.Our CODM uses segment profits to allocate resources (including employees and investment spending) to each segment, primarily as part of the annual budget process. Our CODM reviews budget-to-actual variances on a quarterly basis to assess segment performance. Additionally, our CODM uses segment profits to compare the results of each segment with one another and in the determination of compensation for segment leadership.Our CODM monitors assets for the consolidated Company but does not use assets by operating segment when assessing performance or making operating segment resource allocations.Segment Revenues, Expenses, and ProfitsThe following tables present our revenues (disaggregated by segment and major revenue stream), segment expenses, and segment profits for each of the last three fiscal years:2025(in millions)U.S.

COMMITMENTS AND CONTINGENCIESGuaranteesWe issue guarantees to certain lenders and hotel owners, chiefly to obtain long-term franchise and management contracts. The guarantees generally have a stated maximum funding amount and a term of three to 10 years. The terms of guarantees to lenders 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 for our debt service, operating profit, and other guarantees for which we are the primary obligor at year-end 2025 in the following table:(in millions)Guarantee TypeMaximum PotentialAmountof Future FundingsRecorded Liability forGuaranteesDebt service$62 $6 Operating profit142 85 Other21 5 $225 $96 Our liability at year-end 2025 for guarantees for which we are the primary obligor is reflected in our Balance Sheets as $12 million of “Accrued expenses and other” and $84 million of “Other noncurrent liabilities.”Our maximum potential guarantees listed in the preceding table include $73 million of operating profit guarantees that will not be in effect until the underlying properties open and we begin to operate the properties or certain other events occur.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 result of the actions of the entity or our own actions.Letters of Credit At year-end 2025, we had $116 million of letters of credit outstanding (all outside the Credit Facility, as defined in Note 9), most of which were for our self-insurance programs. Surety bonds issued as of year-end 2025 totaled $187 million, most of which state governments requested in connection with our self-insurance programs.Starwood Data Security IncidentDescription of EventOn November 30, 2018, we announced a data security incident involving unauthorized access to the Starwood Hotels & Resorts Worldwide, LLC, formerly known as Starwood Hotels & Resorts Worldwide, Inc.

LONG-TERM DEBTWe provide detail on our long-term debt balances, net of discounts, premiums, and debt issuance costs, in the following table at year-end 2025 and 2024:($ in millions)Interest RateEffective Interest RateFace AmountBalance as of December 31, 2025Balance as of December 31, 2024Senior Notes:Series P Notes, matured October 1, 20253.8 %4.0 %$350 $— $349 Series R Notes, maturing June 15, 20263.1 %3.3 %750 749 749 Series V Notes, matured March 15, 20253.8 %2.8 %318 — 319 Series W Notes, maturing October 1, 20344.5 %4.1 %278 287 287 Series X Notes, maturing April 15, 20284.0 %4.2 %450 448 447 Series AA Notes, maturing December 1, 20284.7 %4.8 %300 299 298 Series EE Notes, matured May 1, 20255.8 %6.0 %600 — 599 Series FF Notes, maturing June 15, 20304.6 %4.8 %1,000 992 991 Series GG Notes, maturing October 15, 20323.5 %3.7 %1,000 990 989 Series HH Notes, maturing April 15, 20312.9 %3.0 %1,100 1,094 1,093 Series II Notes, maturing October 15, 20332.8 %2.8 %700 695 695 Series JJ Notes, maturing October 15, 20275.0 %5.4 %1,000 994 990 Series KK Notes, maturing April 15, 20294.9 %5.3 %800 790 788 Series LL Notes, maturing September 15, 20265.5 %5.9 %450 449 447 Series MM Notes, maturing October 15, 20285.6 %5.9 %700 694 693 Series NN Notes, maturing May 15, 20294.9 %5.3 %500 493 491 Series OO Notes, maturing May 15, 20345.3 %5.6 %1,000 982 980 Series PP Notes, maturing March 15, 20304.8 %5.0 %500 496 495 Series QQ Notes, maturing March 15, 20355.4 %5.5 %1,000 987 986 Series RR Notes, maturing April 15, 2032 5.1 %5.4 %500 493 — Series SS Notes, maturing April 15, 20375.5 %5.7 %1,500 1,475 — Series TT Notes, maturing July 15, 20274.2 %4.5 %400 398 — Series UU Notes, maturing October 15, 20314.5 %4.9 %500 491 — Series VV Notes, maturing October 15, 20355.3 %5.5 %600 588 — Commercial paper1,177 1,582 Credit Facility— — Finance lease obligations120 124 Other23 55 $16,204 $14,447 Less current portion(1,209)(1,309)$14,995 $13,138 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 unsubordinated indebtedness that we have issued or will issue from time to time, and are governed by the terms of an indenture, dated as of November 16, 1998, between us and The Bank of New York Mellon (formerly The Bank of New York), as trustee.

INCOME TAXESThe components of our earnings before income taxes for the last three fiscal years consisted of:(in millions)202520242023U.S.$2,021 $1,717 $2,113 Non-U.S.1,373 1,434 1,265 $3,394 $3,151 $3,378 Our (provision) benefit for income taxes for the last three fiscal years consisted of:(in millions)202520242023Current-U.S. Federal$(409)$(447)$(431)-U.S. State(70)(124)(158)-Non-U.S.(252)(282)(249)(731)(853)(838)Deferred-U.S. Federal8 125 94 -U.S. State4 19 16 -Non-U.S.(74)(67)433 (62)77 543 $(793)$(776)$(295)Unrecognized Tax BenefitsThe following table reconciles our unrecognized tax benefit balance for each year from the beginning of 2023 to the end of 2025: (in millions)AmountUnrecognized tax benefit at beginning of 2023$255 Change attributable to tax positions taken in prior years(90)Change attributable to tax positions taken during the current period16 Decrease attributable to settlements with taxing authorities(9)Unrecognized tax benefit at year-end 2023172 Change attributable to tax positions taken in prior years(4)Change attributable to tax positions taken during the current period17 Decrease attributable to settlements with taxing authorities(2)Unrecognized tax benefit at year-end 2024183 Change attributable to tax positions taken in prior years1 Change attributable to tax positions taken during the current period16 Decrease attributable to lapse of statute of limitations(106)Unrecognized tax benefit at year-end 2025$94 Our unrecognized tax benefit balance included $90 million at year-end 2025, $171 million at year-end 2024, and $161 million at year-end 2023 of tax positions that, if recognized, would impact our effective tax rate. We recognize accrued interest and penalties for our unrecognized tax benefits as a component of tax expenses. Related interest (benefit) expense totaled $(41) million in 2025, $14 million in 2024, and $6 million in 2023. We accrued interest and penalties related to our unrecognized tax benefits of approximately $22 million at year-end 2025 and $63 million at year-end 2024.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 2025, we have settled all issues for tax years through 2022. Our 2023 and 2024 tax year audits are currently ongoing. Various foreign, state, and local income tax returns are also under examination by the applicable taxing authorities.

STOCK-BASED COMPENSATIONRSUs and PSUsWe granted RSUs in 2025 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 2025 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 2027 adjusted EBITDA performance and relative total stockholder return over the 2025 to 2027 performance period.We had deferred compensation costs for unvested awards for RSUs, including PSUs, of approximately $173 million at year-end 2025. The weighted average remaining term for RSUs outstanding at year-end 2025 was 2.2 years.The following table provides additional information on RSUs, including PSUs, for the last three fiscal years:202520242023Stock-based compensation expense (in millions)$196 $203 $179 Weighted average grant-date fair value (per unit)$267 $222 $167 Aggregate intrinsic value of distributed RSUs (in millions)$331 $340 $297 The following table presents the changes in our outstanding RSUs, including PSUs, during 2025 and the associated weighted average grant-date fair values:Number of RSUs (in millions)Weighted Average Grant-Date Fair Value (per unit)Outstanding at year-end 20242.6 $178 Granted0.8 267 Distributed(1.2)157 Forfeited(0.1)218 Outstanding at year-end 20252.1 $222 Other InformationAt year-end 2025, we had approximately 10 million remaining shares authorized for grant under the 2023 Marriott International, Inc. Stock and Cash Incentive Plan.

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 not included 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 and supplemental cash flow information for 2025, 2024, and 2023:(in millions)202520242023Operating lease cost $139 $143 $155 Variable lease cost122 122 128 Operating cash outflows for operating leases152 154 240 Operating lease assets obtained in exchange for lease obligation160 37 25 The following table presents our future minimum lease payments at year-end 2025:(in millions)Operating LeasesFinance Leases2026$144$1620271251620281181720291021720309618Thereafter66860Total minimum lease payments$1,253$144Less: Amount representing interest27524Present value of minimum lease payments$978$120The following table presents the composition of our current and noncurrent lease liability at year-end 2025 and 2024:(in millions)December 31, 2025December 31, 2024Operating LeasesFinance LeasesOperating LeasesFinance LeasesCurrent (1)$99 $11 $104 $9 Noncurrent (2)879 109 794 115 $978 $120 $898 $124 (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.The following table presents additional information about our lease obligations at year-end 2025 and 2024:20252024Operating LeasesFinance LeasesOperating LeasesFinance LeasesWeighted Average Remaining Lease Term (in years)128139Weighted Average Discount Rate4.5 %4.4 %4.3 %4.

ACQUISITIONIn the 2025 second quarter, we announced that we reached an agreement with citizenM Holding BV and certain of its affiliates (the “seller”) to acquire the citizenM brand and related intellectual property for $355 million, and we completed the acquisition in the 2025 third quarter. In addition, we may pay earn-out payments to the seller up to $110 million, based on the future growth of the brand over a specified, multi-year timeframe. Earn-out payments would not begin until the fourth year following closing of the transaction. In the 2025 fourth quarter, we completed the integration of the citizenM portfolio, which included 37 open select-service hotels (8,789 rooms), into our system and platforms. We accounted for the transaction as an asset acquisition and allocated the cost of the acquisition, including direct and incremental transaction costs, on a relative fair value basis, to an indefinite-lived brand asset of approximately $290 million and contract assets, with a weighted-average term of 20 years, totaling $60 million.

We manage risks from cybersecurity threats, as such term is defined in Item 106(a) of Regulation S-K, through our overall enterprise risk management process, which is overseen by our Board. As part of our enterprise risk management process, management has established a global information security program, which encompasses a dedicated team and policies, procedures, and processes for assessing, identifying, and managing risks from cybersecurity threats. These policies, procedures, and processes are informed by 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 other sources 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 key third-party service providers, hotel owners, and other companies with whom we do business.With respect to information security incident response, we maintain a Global Information Security & Privacy Incident Response Plan (“IRP”), which applies to information security incidents involving properties owned, leased, or managed by Marriott, as well as our above-property business locations. 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.For properties that are not owned, leased, or managed by Marriott, the franchisees, licensees, or other applicable counterparties are generally responsible for information security at such properties and the systems and business processes related to information security that are under their direction and control.