Marriott International Annual Report 2021

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FY2021 Annual Report · Marriott International

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2 0 2 1 A N N U A L R E P O R T

Letter to Stockholders

J.W. “Bill” Marriott, Jr.
Executive Chairman and Chairman of the Board

Anthony Capuano
Chief Executive Officer

Dear Stockholder,
While COVID-19 has transformed our industry and our

have a front row seat to travel’s resilience. As vaccina-

tion rates have risen throughout much of the world, we

world in ways we could never have anticipated, we are

have been encouraged by the growth of travel demand,

extremely proud of all we accomplished in 2021 and the

even in the face of new variants. Time after time, when

significant recovery we saw across our global footprint.

borders open and travel restrictions are lifted, we have

We have weathered what we hope is the worst of the

seen an immediate surge in demand. Perhaps the only

storm, positioned the company for growth, and con-

thing that outpaced the resilience of travel was the

tinued to demonstrate our service culture in our com-

resilience of our associates. In the midst of historic labor

munities. As we look ahead, we feel optimistic about

shortages and surges in travel, our associates took care

the future.

of the company, our guests and each other, working

with passion and commitment every day.

Resilience of Travel
There are signs all around us that people are adapting

to a “new normal” — and certainly the return of travel is

2021 Financial Highlights
The strength of travel and the rapid recovery in global

one of the best indicators. Within our own business, we

lodging demand during the year was evident in our

2021 results. Worldwide revenue per available room

incentive management fees still well below the 2019

(RevPAR)1 improved meaningfully during the year,

peak of $637 million, there is significant upside potential

progressing from down 59 percent in the first quarter

in the coming years.

of 2021 compared to 2019 to down only 19 percent in

the fourth quarter. All regions experienced significant

Since the beginning of the pandemic, we have been

occupancy gains during the year, reaching a global

very focused on reducing costs — both on-property

occupancy level of 58 percent in the fourth quarter.

for our owners and franchisees and at the corporate

Perhaps most encouraging, global average daily rate

driving margin improvements during the pandemic. Our

(ADR) was just 11 percent below 2019 levels for the full

on-property teams have been focused on maximizing

year and, in the fourth quarter was down only 2 percent

cash flow while continuing to inspire our associates to

compared to 2019. ADR has rebounded much quicker

deliver the outstanding guest experiences our custom-

level. We are proud of the work our teams have done in

than in the prior two downturns. It took about five years

ers expect from our brands.

for global ADR to fully recover after the 2009 recession

and about four years for a global ADR recovery after 9/11.

With the improved demand environment and careful

management of cash outlays, the company’s asset light

Leisure demand led the recovery and was very strong

business model resulted in significantly improved credit

in 2021. While business transient and group demand

ratios and strong liquidity at year end.

have lagged leisure, we did see gradual improvement

throughout the year. Looking ahead, we are optimistic

about continued RevPAR recovery in 2022, led by

Poised for Growth
On the development front, we added more than

sustained strength in ADR and continued improvement

86,000 gross rooms in 2021, a new company record,

in demand.

and achieved 3.9 percent net rooms growth. We are

seeing strong interest in conversions, with those rooms

Full year adjusted diluted earnings per share (EPS)

accounting for 21 percent of our room additions in the

totaled $3.19, compared to adjusted diluted EPS of $0.18

year. By year end, our worldwide system consisted of

in 2020. Adjusted EBITDA reached $2.3 billion in 2021,

nearly 8,000 properties and roughly 1.48 million rooms

nearly doubling year over year.2

in 139 countries and territories.

For the full year 2021, gross fee revenues totaled $2.7

As owner and franchisee sentiment improved in 2021,

billion, with strong improvement over 2020 in our base

development activity was robust in most regions of the

and franchise fees due to higher RevPAR and net rooms

world. We signed approximately 92,000 rooms during

growth. Full year incentive management fees of $235

the year, contributing to our roughly 485,000-room

million nearly tripled compared to 2020 fees. With

pipeline, the largest in the industry. We continue to

1 All occupancy, ADR and RevPAR statistics are systemwide constant dollar and include hotels that have been temporarily closed due to COVID-19. ADR and
RevPAR comparisons between 2021 and 2019 reflect properties that are defined as comparable as of December 31, 2021, even if they were not open and operating
for the full year 2019 or they did not meet all the other criteria for comparable in 2019. Unless otherwise stated, all comparisons to 2019 are comparing the same
time period in each year.

2 Please see pages 81–82 for further information on the calculation of these adjusted financial measures, including a reconciliation of adjusted financial measures to
the corresponding generally accepted accounting principles (GAAP) measures.

grow our share of rooms globally, with a meaningfully

We remain keenly focused on actively engaging our

higher share of the industry’s rooms under construction

more than 160 million members with the program. Last

than open rooms.

year, we redesigned our highly rated mobile app to

make it more intuitive. We collaborated with Uber in the

As we look out over the next several years, we believe

U.S. to enable Marriott Bonvoy members to earn loyalty

our broad portfolio of 30 brands is poised to capital-

points when hailing rides or ordering food delivery.

ize on major trends we see currently impacting global

Homes and Villas by Marriott International, our whole

hospitality development — luxury, leisure, conversions

home rental platform, was a very popular offering dur-

and international growth.

ing the year and more than 90 percent of guests were

Marriott Bonvoy members. We also connected with

We are continuing to expand our leading luxury

digital retailer Rakuten in Japan to elevate the travel

footprint and have by far the largest global pipeline of

experience of millions of Japanese travelers. Our U.S.

hotels in this important, high fee-earning segment, with

customers can now purchase travel insurance easily as

nearly 50,000 rooms.

part of booking their rooms on Marriott.com.

We are also focused on capitalizing on our strong

We also expanded our Marriott Bonvoy website lan-

recent momentum in the leisure area, leveraging our

guage capabilities — delivering additional languages

proven brands to drive additional growth in this valu-

like Polish, Turkish, Greek, Dutch, Thai and Vietnamese

able segment and expanding our all-inclusive platform

— with localized offers and destination suggestions.

as well as our extended stay portfolio. We are proud

Enabling people to search and book in their own

of our 600 leading resort hotels and our 1,400-hotel

language is a critical element in simplifying the booking

extended stay portfolio.

process and keeping travelers loyal to our platforms.

Conversions were an important driver of rooms growth

this year and we expect to see continued momentum.

Environmental, Social and Governance
Against the backdrop of the pandemic, the company’s

Marriott provides rich and flexible conversion platforms

efforts on Environmental, Social and Governance (ESG)

with significant revenue synergies, cost saving oppor-

issues were notable. In February, we joined with The J.

tunities and turnkey access to many of the programs

Willard and Alice S. Marriott Foundation and Howard

and services that the company provides, including the

University in Washington, D.C. to establish the Marriott-

company’s powerful Marriott Bonvoy loyalty program.

Sorenson Center for Hospitality Leadership. The center

will work to build a pipeline of diverse talent by inspir-

We also continue to see rapid growth internationally,

ing Black students to enter hospitality with a vision and

especially in the select service space. Over half of our

road map to one day become senior leaders.

current pipeline is in international markets.

Marriott Bonvoy
Our goal is to make Marriott Bonvoy an everyday part

Trafficking Awareness Training. Using real-life scenarios,

the training will help associates spot the signs of human

of our members’ lives, and last year we took significant

trafficking. Once again, we will be donating this training

strides to make that happen.

to the industry to assist other hotels in their efforts to

In July, we launched the next iteration of our Human

iii

train frontline hotel workers to not only spot the signs of

I am stepping back after 66 years of working for the

human trafficking, but also to understand what actions

company my parents, J.W. and Alice Marriott, started

to take to stop it.

in 1927.

In September, we committed to set emissions reduc-

I am very optimistic about the future of our company

tions targets across our portfolio and supply chain and

and our industry. I believe firmly in the resilience of

announced our intent to set a long-term science-based

travel and am proud of our Marriott International team.

target to reach net-zero greenhouse gas emissions by

We have an incredible portfolio of properties and more

2050, at the latest.

importantly, we have truly outstanding associates.

Through their efforts, Marriott will continue to provide

We are proud of the work we are doing to address these

exceptional experiences for our guests and drive the

critical ESG issues.

business and our company forward.

A Closing Thought from Bill Marriott
It has been just over a year since the company began a

With my heart filled with gratitude, let me share an

excerpt of a Douglas Malloch poem my father often

transition to new leadership following the tragic death

quoted: “Good timber does not grow with ease; the

of our beloved CEO and President, Arne Sorenson. On

stronger wind, the stronger trees.”

May 6, 2022, transition will come again when I step

down as Chairman of the Board and my son, David,

Thank you for your support of Marriott International.

succeeds me.

J.W. “Bill” Marriott, Jr.
Executive Chairman and Chairman of the Board

Anthony Capuano
Chief Executive Officer

UNITED STATES
SECURITIES 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, 2021
or

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

For the transition period from to
Commission File No. 1-13881

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

Delaware
(State or other jurisdiction of
incorporation or organization)

10400 Fernwood Road Bethesda Maryland
(Address of Principal Executive Offices)

52-2055918
(IRS Employer
Identification No.)

20817
(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

Class A Common Stock, $0.01 par value

Trading Symbol(s)
MAR

Name of Each Exchange on Which Registered
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 to Rule 405 of
Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such
files). Yes ☒ 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.

Large accelerated filer
Non-accelerated filer

☒
o

Accelerated filer
Smaller reporting company
Emerging growth company

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. ☒

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, 2021, was $37,430,276,528.
There were 326,311,111 shares of Class A Common Stock, par value $0.01 per share, outstanding at February 8, 2022.

DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement prepared for the 2022 Annual Meeting of Stockholders are incorporated by reference into Part III of this report.

MARRIOTT INTERNATIONAL, INC.

FORM 10-K TABLE OF CONTENTS

FISCAL YEAR ENDED DECEMBER 31, 2021

Part I.

Page No.

4
11
19
19
21
21

21
22
23
33
34
68
68
69
69

70
70

70
70
70

74
78
79

Business

Item 1.
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2.
Item 3.
Item 4.

Properties
Legal Proceedings
Mine Safety Disclosures

Part II.

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of
Equity Securities
[Reserved]
Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 6.
Item 7.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8.
Item 9.
Item 9A. Controls and Procedures
Item 9B. Other Information
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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

Part III.

Item 10. Directors, Executive Officers, and Corporate Governance
Item 11.
Item 12.

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

Item 13.
Item 14.

Part IV.

Item 15.
Item 16.

Exhibits and Financial Statement Schedules
Form 10-K Summary
Signatures

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 (Loss) 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 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-K is filed with the SEC. Forward-looking
statements include information related to the future effects on our business of the coronavirus pandemic (“COVID-19”);
Revenue per Available Room (“RevPAR”), occupancy and other future demand and recovery trends and expectations; our
expectations regarding rooms growth; our expectations regarding the receipt of certain credits and refunds under certain U.S.
federal legislation; our expectations regarding our ability to meet our liquidity requirements; our expectations regarding our
cash from operations; our capital expenditures and other investment spending expectations; our expectations regarding capital
returns; 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 in
Part I, Item 1A of this report and other factors we describe from time to time in our periodic filings with the SEC.

PART I

Item 1. Business.

Corporate Structure and Business

We are a worldwide operator, franchisor, and licensor of hotel, residential, and timeshare properties under numerous
brand names at different price and service points. Consistent with our focus on management, franchising, and licensing, we own
very few of our lodging properties.

The following table shows our portfolio of brands at year-end 2021.

We discuss our operations in the following two operating segments, both of which meet the applicable accounting criteria

for separate disclosure as a reportable business segment: U.S. & Canada and International. See Note 14 for more information.

COVID-19

COVID-19 has had an unprecedented impact on the travel industry and the Company, and it will continue to have a

material negative impact on our future results for a period of time that we are currently unable to predict. For further
information about COVID-19’s impact to our business, see Part I, Item 1A, “Risk Factors,” and Part II, Item 7, “Management’s
Discussion and Analysis of Financial Condition and Results of Operations.”

Company-Operated Properties

At year-end 2021, we had 2,007 company-operated properties (568,864 rooms), which included properties under long-

term management or lease agreements with property owners (management and lease agreements together, the “Operating
Agreements”) and properties that we own. This does not include branded residential communities for which we manage the
related owners’ association.

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. Our management agreements also typically include reimbursement of costs of operations (both direct and
indirect). Such agreements are generally for initial periods of 15 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. Many of our Operating Agreements are 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 defined levels for a period
of time, and we have not cured those deficiencies. In certain circumstances, some of our management agreements allow owners
to convert company-operated properties to franchised properties under our brands.

For the lodging facilities we operate, we generally are responsible for hiring, training, and supervising the managers and
employees needed to operate the facilities and for purchasing supplies, and owners are required to reimburse us for those costs.
We provide centralized programs and services, such as the Loyalty Program, reservations, and marketing, as well as various
accounting and data processing services, and owners are also required to reimburse us for those costs.

Franchised and Licensed Properties

We have franchising and licensing arrangements that permit hotel 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 and continuing
royalty fees, which typically range from four to seven percent of room revenues for all brands, plus two to three percent of food
and beverage revenues for certain full-service brands. Franchisees contribute to our centralized programs and services, such as
the Loyalty Program, reservations, and marketing.

We also receive royalty fees under license agreements with Marriott Vacations Worldwide Corporation (“MVW”), our
former timeshare subsidiary that we spun off in 2011, and its affiliates for certain brands, including Marriott Vacation Club,
Grand Residences by Marriott, The Ritz-Carlton Destination Club, Westin, Sheraton, and for certain existing properties, St.
Regis and The Luxury Collection. We receive license fees from MVW consisting of a fixed annual fee, adjusted for inflation,
plus certain variable fees based on sales volumes.

At year-end 2021, we had 5,880 franchised and licensed properties (900,437 rooms).

Residential

We use or license our trademarks for the sale of residential real estate, often in conjunction with hotel development, and
receive branding fees for sales of such branded residential real estate by others. Third-party owners typically construct and sell
residences with limited amounts, if any, of our capital at risk. We have used or licensed the JW Marriott, The Ritz-Carlton,
Ritz-Carlton Reserve, W, The Luxury Collection, St. Regis, EDITION, Bvlgari, Renaissance, Le Méridien, Marriott, Sheraton,
Westin, Four Points, Delta Hotels, and Autograph Collection brand names and trademarks for residential real estate sales. At
year-end 2021, we had 102 branded residential communities (9,878 rooms).

Intellectual Property

We operate in a highly competitive industry and our brand names, trademarks, service marks, trade names, and logos are

very important to the development, sales and marketing of our properties and services. We believe that our brand names and
other intellectual property have come to represent the highest standards of quality, care, service, and value to our customers,
guests, and the traveling 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 three
quality tiers: Luxury, Premium, and Select.

Luxury offers bespoke and superb amenities and services. Our Classic Luxury hotel brands include JW Marriott, The

Ritz-Carlton, and St. Regis. Distinctive Luxury hotel brands in our portfolio include W Hotels, The Luxury Collection,
EDITION, and Bvlgari.

Premium offers sophisticated and thoughtful amenities and services. Our Classic Premium hotel brands include Marriott

Hotels, Sheraton, Delta Hotels, Marriott Executive Apartments, and Marriott Vacation Club. Our Distinctive Premium hotel
brands include Westin, Renaissance Hotels, Le Méridien, Autograph Collection Hotels, Gaylord Hotels, Tribute Portfolio, and
Design Hotels.

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, Residence Inn, Fairfield, SpringHill Suites, Four Points,
TownePlace Suites, and Protea Hotels. Our Distinctive Select hotel brands include Aloft Hotels, AC Hotels by Marriott,
Element Hotels, and Moxy Hotels.

Total

107

45,056

113

30,031

17,650

123

24,162

11,218

3,129

603

594

207,386

437

153,242

232

84,111

173

54,124

110

29,284

253

51,594

22,203

10,220

4,669

69
10,102

2,375

The following table shows the geographic distribution of our brands at year-end 2021:

U.S. &
Canada

Europe

Middle East
& Africa

Asia Pacific

Caribbean &
Latin
America

Luxury

JW Marriott®

The Ritz-Carlton®

W® Hotels

The Luxury Collection® (1)

St. Regis®

EDITION®

Bvlgari®

Premium

Marriott® Hotels

Sheraton®

Westin®

Renaissance® Hotels

Le Méridien®

Autograph Collection® Hotels (2)

Delta Hotels by Marriott® (Delta
Hotels®)

Gaylord® Hotels

Marriott Executive Apartments®

Tribute Portfolio®

Design HotelsTM

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

19,155

11,839

7,041

5,285

1,968

1,207

—

340

132,791

178

68,824

133

54,009

28,091

5,287

136

27,807

19,312

10,220

—

40
6,554

1,313

4,039

3,763

1,989

2,643

2,755

638

121

7,968

9,699

1,838

1,293

6,124

1,629

718

—

1,326

1
249

266

15,846

9,222

5,514

7,983

5,044

852

260

32,119

139

50,315

18,478

14,733

12,446

3,706

978

—

2,742

11
1,708

—

3,847

2,372

1,752

1,252

568

—

7,789

8,396

3,813

2,745

271

11,154

117

—

240

4
193

—

2,169

2,835

1,354

6,999

883

432

222

103

26,719

16,008

5,973

7,262

5,156

7,298

1,078

—

361

13
1,398

796

Select

Courtyard by Marriott®
(Courtyard®)

Residence Inn by Marriott®
(Residence Inn®)

Fairfield by Marriott® (Fairfield®)

SpringHill Suites by Marriott®
(SpringHill Suites®)

Four Points by Sheraton® (Four
Points®)

TownePlace Suites by Marriott®
(TownePlace Suites®)

Aloft® Hotels

AC Hotels by Marriott®

Protea Hotels® by Marriott
(Protea Hotels®)

Element® Hotels

Moxy® Hotels

Residences

Timeshare (3)

U.S. &
Canada

Europe

Middle East
& Africa

Asia Pacific

Caribbean &
Latin
America

Total

1,038

143,376

846

104,167

1,112

105,330

512

60,617

160

24,146

475

48,595

148

21,507

15,692

—

10,016

4,913

6,925

5,712

14,484

1,975

—

2,162

983

—

20,314

—

7,063

982

11,970

1,971

—

3,070

4,500

22,040

2,513

—

1,676

11,508

160

12,897

234

682

—

2,559

286

6,783

731

—

461

296

—

6,816

1,296

—

1,651

2,266

1,700

911

—

1,971

2,383

—

558

296

1,256

187,399

876

108,107

1,204

119,271

512

60,617

300

56,269

475

48,595

212

34,529

203

31,165

6,855

12,558

106

20,076

102

9,878

7,897

Properties

Rooms

Properties

Rooms

Properties

Rooms

Properties

Rooms

Properties

Rooms

Properties

Rooms

Properties

Rooms

Properties

Rooms

Properties

Rooms

Properties

Rooms

Properties

Rooms

Properties

Rooms
Subtotal Properties

Subtotal Rooms

945,987

133,019

65,523

249,999

61,950

1,456,478

Properties

Rooms
Total Properties

Total Rooms

22,701

7,989

1,479,179

(1)

(2)

(3)

Includes two properties acquired when we purchased Elegant Hotels Group plc in December 2019, which we currently intend to re-brand under The

Luxury Collection brand following the completion of planned renovations.

Includes five properties acquired when we purchased Elegant Hotels Group plc in December 2019, which we currently intend to re-brand under the

Autograph Collection brand following the completion of planned renovations.

We exclude geographical data for Timeshare as its results are recorded within “Unallocated corporate and other.”

Loyalty and Credit Card Programs

Marriott BonvoyTM is our customer loyalty program through which members have access to our diverse brand portfolio,

rich benefits, and travel experiences. We refer to Marriott Bonvoy throughout this report as our “Loyalty Program.”

Our Loyalty Program rewards members with points toward free hotel stays, access to travel experiences through our
Marriott Bonvoy Tours & Activities program, miles with participating airline programs, and other benefits. We believe that our
Loyalty Program generates substantial repeat business that might otherwise go to competing hotels. In each of 2021 and 2020,
approximately 50 percent of our global room nights were booked by Loyalty Program members. We strategically market to this
large and growing guest base to generate revenue. See the “Loyalty Program” caption in Note 2 for more information.

We have multi-year agreements with JPMorgan Chase and American Express for our U.S.-issued, co-brand credit cards

associated with our Loyalty Program. We also license credit card programs internationally, including in Japan, Canada, the
United Kingdom, United Arab Emirates, South Korea, and Mexico. We generally earn fixed amounts that are payable at
contract inception and variable amounts that are paid to us monthly over the term of the agreements primarily based on card
usage, and we believe that our co-brand credit cards contribute to the success of our Loyalty Program and reflect the quality and
value of our portfolio of brands.

Sales and Marketing and Reservation Systems

Marriott.com, our international websites, and our mobile application allow for a seamless booking experience and easy

enrollment in our Loyalty Program to book our exclusive Member Rates and participate in program benefits. Our Look No
Further® Best Rate Guarantee ensures best rate integrity, strengthening consumer confidence in our brand and giving guests
access to the best rates when they book hotel rooms through our direct channels. We also remain focused on growing
engagement levels with millions of guests by interacting with them through a variety of channels, including our mobile
application and digital guest services – contactless check-in and check-out, chat, service requests, mobile key, and more –
across our hotel portfolio. Our digital strategy continues to focus on growing direct engagement with our customers through
more destination content for leisure travelers and improved search optimization, as well as driving bookings to our direct
channels, which generally deliver more profitable business to hotels in our system compared to bookings made through
intermediary channels. Through our direct channels, we aim to create a simple and efficient digital shopping and booking
experience, while elevating our service through digitally-enabled guest services to generate superior guest satisfaction and
enable more frictionless and memorable stays at our properties. We are also expanding the languages with which we serve
guests around the world on our digital channels.

At year-end 2021, we operated 20 hotel reservation centers, seven in the U.S. and 13 in other countries and territories,

which handle reservation requests for our lodging brands worldwide, including franchised properties. We own two of the U.S.
facilities and either lease the others or share space with a company-operated property. Our reservation system manages
inventory and allows us to utilize third-party agents where cost effective. Economies of scale enable us to minimize costs per
occupied room.

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 aligns our sales
efforts around how the customer wants to buy, reducing duplication of efforts by individual hotels and allowing us to cover a
larger number of accounts. 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 time spent on rate program creation and maintenance, and increases the speed to market of new products and
services.

Competition

We encounter strong competition both as a lodging operator and as a franchisor. Other lodging management companies
are primarily private management firms, but also include several large national and international chains that own and operate
their own hotels, operate hotels on behalf of third-party owners, and also franchise their brands. Management contracts are
typically long-term in nature, but most allow the hotel owner to replace the management firm if it does not meet certain
financial or performance criteria.

Our direct digital channels also compete for guests with large companies that offer online travel services as part of their
business model such as Expedia.com, Priceline.com, Booking.com, Travelocity.com, and Orbitz.com and search engines such
as Google, Bing, Yahoo, and Baidu. Our hotels compete for guests with other 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, quality of accommodations, safety and security, and the ability to earn and redeem loyalty program points.

Affiliation with a brand is common in the U.S. lodging industry, and we believe that our strong brand recognition assists

us in attracting and retaining guests, owners, and franchisees. In 2021, approximately 72 percent of U.S. hotel rooms were
brand-affiliated. Most of the branded properties are franchises, under which the owner pays the franchisor a fee for use of its
hotel name and reservation system. In the franchising business, we face many competitors that have strong brands and guest
appeal, including Hilton, IHG Hotels & Resorts, Hyatt, Wyndham Hotels & Resorts, Accor, Choice Hotels, Radisson Hotels,
Best Western Hotels & Resorts, and others.

Outside the U.S., branding is much less prevalent, and most markets are served primarily by independent operators,

although branding is more common for new hotel development compared to the past. We believe that chain affiliation will
continue to become 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.

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 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 company-operated and franchised properties fluctuates moderately with the seasons. However,

COVID-19 has impacted, and may continue to impact, our typical seasonal patterns. In addition, 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 commitment to putting people first. We are

committed to investing in our associates, with a focus on leadership development, recognition, compensation, career
opportunity, and skills training.

At year-end 2021, Marriott employed approximately 120,000 associates at properties, customer care centers, and above-

property operations. Approximately 97,000 of these associates 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 associates who are employed by our hotel owners but whose employment is
managed by Marriott (which is common outside the U.S.) or hotel personnel employed by our franchisees or other management
companies hired by our franchisees. Marriott manages approximately 205,000 associates who are employed by hotel owners.
Marriott encourages franchisees to develop responsible business practices for human capital management; however, franchisees
and management companies hired by franchisees are responsible for establishing their own labor and employment practices.

The impact of COVID-19 on the hospitality industry, and actions that we and others in the hospitality industry took in

response to COVID-19 (including implementing furloughs, reduced work week schedules, and voluntary transition programs,
and eliminating a significant number of above-property and on-property positions) have adversely affected our ability to attract
and retain associates. As lodging demand recovers from the lows seen in the early months of the pandemic, we have seen and
continue to see industry-wide labor shortages causing challenges in hiring or re-hiring for certain positions, primarily in certain
high-demand U.S. markets. In response, we have enhanced our recruitment and retention efforts and increased compensation
where needed to maintain competitiveness.

We have taken, and continue to take, numerous steps to address the safety and well-being of our associates in light of

COVID-19. For example, at our U.S. headquarters and above-property locations, we instituted a COVID-19 vaccination
requirement. For our U.S. property-level associates, we instituted a multi-pronged approach to encourage and support associate
vaccination, including financial incentives, schedule flexibility, and health education. We also provided quarantine pay to allow
eligible associates with COVID-19 paid time to recover. In other geographies, we took legally permissible steps, dependent on
the jurisdiction, including instituting vaccination requirements and offering incentives and education. In addition, we continue
to implement policies and protocols designed to help minimize the spread of COVID-19 at our hotels, such as our enhanced
rigorous cleaning procedures, as well as safety guidelines from the U.S. Centers for Disease Control and Prevention, the World
Health Organization, and various local health departments.

We are focused on providing our associates with the tools, resources and support they need to thrive – both personally and

professionally. We have comprehensive compensation and benefits packages designed to invest in our associates and enrich
their physical, mental and financial well-being. Our policies and practices are designed to support pay equity throughout an
associate’s career. Salary history inquiries are prohibited during our hiring process and in the U.S. pay equity audits are
conducted periodically. In addition, Marriott is focused on the health and well-being of not only our associates, but of their
families as well. In the U.S., we provide our associates with access to health care coverage, work/life support benefits, and other
benefits that support families, including paid time off, paid parental leave, and financial assistance to help with adoption fees.
We also offer comprehensive benefits programs for associates outside the U.S., the terms of which vary based on the
geographic market. In addition, we offer all associates free access to a digital tool designed to help with stress management and
resiliency.

In addition to offering comprehensive compensation and benefits, we place an emphasis on supporting associates through

access to career growth opportunities. Through skills training programs, professional development opportunities, and other
learning experiences, we provide associates with a multitude of choices for career and personal growth. Associates have access

to the Digital Learning Zone, which is focused on providing personalized learning paths. Our Leadership Performance
Acceleration program encourages managers and associates to have ongoing performance and development conversations
throughout the year as well as periodic formal reviews to help associates develop career plans, chart a course for achieving
those plans, and monitor progress. Annually, we also conduct an Associate Engagement Survey, which gives all associates the
opportunity to provide feedback about their work experience. Leaders prepare action plans in response to survey results, which
in turn fosters associate engagement, enhances the employment experience, and drives improvement in our Company’s culture.
Despite the impact of the pandemic on our industry, Marriott’s engagement survey scores continue to be best-in-class and
demonstrate satisfaction with the Marriott employment experience and pride in the Company.

Our company-wide diversity, equity, and inclusion efforts include a range of initiatives and programs to support our goal

to make all stakeholders – associates, guests, owners, and suppliers – feel welcome and valued. We have oversight and
accountability measures in place to support our focus on diversity, equity, and inclusion. The Inclusion and Social Impact
Committee of our Board of Directors (the “ISI Committee”) helps drive accountability across the Company. Established in
2003, the ISI Committee is chaired by a member of our Board of Directors and comprised of certain other members of the
Board and certain Company senior leaders. The ISI Committee assists the Board in carrying out its commitment and
responsibilities relating to Marriott’s people-first culture and the Company’s efforts to foster associate well-being and inclusion.
In 2021, we advanced our objectives to diversify our leadership (at the vice president level and above) by (1) accelerating our
efforts to achieve global gender parity in Company leadership by 2023, which is two years earlier than our original goal, and (2)
establishing a new objective to increase the representation of people of color in executive positions in the U.S. to 25 percent by
2025.

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 our
efforts through 2025. These targets reflect our goals to (1) support the resiliency and sustainable development of the
communities 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 to
opportunity in our business, and (4) create a safe, welcoming world, including by working with organizations to educate and
advocate on issues related to human rights throughout and beyond our business. Although our progress in some areas has been
impacted by the COVID-19 pandemic, we remain focused on advancing our sustainability and social impact goals and
initiatives.

In September 2021, we submitted a letter to the Science Based Targets initiative (SBTi), committing to (1) set science-

based emissions reduction targets across all scopes, in line with 1.5°C emissions scenarios, and (2) set a long-term science-
based target to reach net-zero value chain greenhouse gas (GHG) emissions by no later than 2050, in line with the criteria and
recommendations of SBTi. We are currently preparing our submission to SBTi for our near-term targets and developing longer-
term strategies to support those targets.

Our sustainability strategy and initiatives are focused on a wide range of issues, including designing resource-efficient

hotels, implementing technologies to track and reduce energy and water consumption, increasing the use of renewable energy,
managing climate and water-related risks, reducing waste and food waste, supporting innovative ecosystem restoration
initiatives, and focusing on responsible and local sourcing.

In response to the pandemic, our hotels continued to support their local communities in need by donating food, supplies,
and volunteer hours. We also deployed our Marriott Disaster Relief Fund to provide essential items, such as food vouchers, to
Marriott associates in need due to the impact of the pandemic. Also in 2021, to further our human rights efforts, we launched an
updated version of our human trafficking awareness training and made further progress toward our goal to train 100 percent of
on-property associates in human trafficking awareness by 2025. This year, in collaboration with a leading anti-trafficking
organization, we plan to make our updated training open-sourced for free access to our industry and beyond, as we currently do
with the original training.

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; environment, health, and safety; trade and economic sanctions; competition; anti-bribery and anti-corruption;
cybersecurity; data privacy, data localization, and the handling of personally identifiable information; the offer and sale of
franchises; and liquor sales.

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 file
with or furnish to the SEC.

Item 1A. Risk Factors.

We are subject to various risks that make an investment in our securities risky. The events and consequences discussed in
these 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; our operations 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 our
operations.

Risks Relating to COVID-19

COVID-19 has had a material detrimental impact on our business and financial results, and such impact could

continue and may worsen for an unknown period of time.

COVID-19 has been and continues to be a complex and evolving situation, with governments, public institutions and
other organizations imposing or recommending, and businesses and individuals implementing, at various times and to varying
degrees, restrictions on various activities or other actions to combat its spread, such as warnings, restrictions and bans on travel,
transportation or in-person gatherings; closures of, or occupancy or other operating limitations on, work facilities, lodging
facilities, food and beverage establishments, schools, public buildings and businesses; cancellation of events, including sporting
events, conferences and meetings; and quarantines and lock-downs. COVID-19 has dramatically reduced travel and demand for
hotel rooms, and has negatively impacted, in some cases is continuing to negatively impact and may in the future negatively
impact, our business, operations, and financial results, 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;
impacting the ability of our managed and franchised hotels, owned and leased hotels, and properties in which we have
an investment 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 at

all;
causing hotel construction and opening delays;
decreasing the rate at which new projects enter our pipeline;
causing a significant number of hotels to exit our system;
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; and
adversely affecting our ability to attract and retain associates.

•
•
•
•

•
•

The extent to which COVID-19 impacts our business, operations, and financial results will depend on the factors
described above and numerous other evolving factors that we may not be able to accurately predict or assess, including the
continued duration and scope of COVID-19; the availability, effectiveness and acceptance of vaccines and treatments;
COVID-19’s impact on global and regional economies and economic activity, unemployment rates and consumer discretionary
spending; COVID-19’s short and longer-term impact on the demand for travel, including business transient and group business,
and levels of consumer confidence; and the extent to which the recovery of travel and lodging demand is disrupted by new
COVID-19 variants or other dislocations in pandemic recovery. COVID-19, and the volatile regional and global economic
conditions stemming from COVID-19, as well as additional or unforeseen effects from the COVID-19 pandemic or future
pandemics, 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. Further, COVID-19 may also affect our operating and financial results in a manner that is not presently known to us
or that we currently do not consider to present significant risks to our operations.

Risks Relating to Our Industry

Our industry is highly competitive, which may impact our ability to compete successfully for guests. We operate in
markets that contain many competitors. Each of our hotel brands and our home rental offering competes 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 and leisure travelers depends on our success in distinguishing
the quality and value of, and driving preference for, our lodging products and services, including our Loyalty Program, direct
booking channels, consumer-facing technology platforms and services, and other offerings (including our co-branded credit
cards), from those offered by others. If we cannot compete successfully in these areas, our operating margins could contract,
our market share could decrease, and our earnings could decline. Further, new lodging supply in individual markets could have
a negative impact on the hotel industry and hamper our ability to maintain or increase room rates or occupancy in those
markets.

Economic downturns and other global, national, and regional conditions could further impact our financial results

and growth. Because we conduct our business on a global platform, changes in global, national, or regional economies,
governmental policies (including in areas such as trade, travel, immigration, healthcare, and related issues), and geopolitical and
social conditions impact our activities. Our business is impacted by decreases in travel resulting from weak economic
conditions, changes in energy prices and currency values, technologies that provide alternatives to in-person meetings and
events, political instability, geopolitical conflict, heightened travel security measures, travel advisories, disruptions in air travel,
and concerns over disease, violence, war, or terrorism.

As discussed in “Risks Relating to COVID-19,” our performance has been materially affected by some of these conditions

and could be further materially affected if these conditions worsen, arise in the future, or extend longer than anticipated, or in
other circumstances that we are not able to predict or mitigate. Even after COVID-19 subsides, our business, markets, growth
prospects, and business model could continue to be materially impacted or altered.

Risks Relating to Our Business

Operational Risks

Premature termination of our management or franchise agreements could hurt our financial performance. Our hotel

management and franchise agreements may be subject to premature termination in certain circumstances, such as the
bankruptcy of a hotel owner or franchisee, the failure of the hotel owner or franchisee to comply with its payment or other
obligations 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. Some courts have also applied agency
law principles and related fiduciary standards to managers of third-party hotel properties, including us (or have interpreted hotel
management agreements to be “personal services contracts”). Property owners may assert the right to 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 we ultimately collect could be
less than the projected future value of the fees and other amounts we would have otherwise collected under 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 and
enforce the standards required for our brands under both management and franchise agreements may be subject to interpretation
and will, from time to time, give rise to disagreements, which may include disagreements over the need for or payment for new
product, service or systems initiatives, the timing and amount of capital investments, and reimbursement for operating costs,
system costs, or other amounts. In the months following the onset of the COVID-19 pandemic, we saw an increase in such
disagreements, and an increase in disagreements may become more likely again in the future during other periods when hotel
returns are weaker. We seek to resolve any disagreements and to develop and maintain positive relations with current and
potential hotel owners, franchisees, and real estate investment partners, but we cannot always do so. Failure to resolve such
disagreements has resulted in arbitration or litigation, and could do so in the future. If any such dispute resolution process
results in an adverse outcome, we could suffer significant losses, our profits could be reduced, or our future ability to operate
our business could be constrained.

An increase in the use of third-party Internet services to book online hotel reservations could adversely impact our

business. Some of our hotel rooms are booked through Internet travel intermediaries such as Expedia.com, Priceline.com,

Booking.com, Travelocity.com, and Orbitz.com, as well as lesser-known 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 the
ability 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 such
as “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. In addition, if we are not able to negotiate new agreements on
satisfactory terms when our existing contracts with intermediaries (which generally have 2- to 3- year terms) come up for
renewal, our business and prospects could be negatively impacted in a number of ways. For example, if newly negotiated
agreements are on terms less favorable to our hotels than the expiring agreements, or if we are not able to negotiate new
agreements and our hotels no longer appear on intermediary websites, our bookings could decline, our profits (and the operating
profits of hotels in our system) could decline, and customers and owners may be less attracted to our brands. We may not be
able to recapture or offset any such loss of business through actions we take to enhance our direct marketing and reservation
channels or to rely on other channels or other intermediary websites.

Our growth strategy depends upon attracting third-party owners and franchisees to our platform, and future
arrangements with these third parties may be less favorable to us, depending on the terms offered by our competitors. Our
growth strategy for adding lodging facilities entails entering into and maintaining various arrangements with property owners.
The terms of our management agreements and franchise agreements for each of our lodging facilities are influenced by contract
terms offered by our competitors, 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.

Our failure to comply with applicable laws and regulations may increase our costs, reduce our profits, or limit our

growth. We and the hotels that we franchise or manage are subject to a variety of laws and regulations around the globe,
including, among others, laws related to employment practices; marketing and advertising efforts; trade and economic
sanctions; anti-bribery and anti-corruption; cybersecurity, data privacy, data localization and the handling of personally
identifiable information; competition; the environment; health and safety; liquor sales; and the offer and sale of franchises. The
compliance programs, internal controls, and policies we maintain and enforce to promote compliance with laws and regulations
may not prevent our associates, contractors, or agents from materially violating these laws and regulations. The failure to meet
the requirements of applicable laws or regulations, or publicity resulting from actual or alleged failures, could have a significant
adverse effect on our results of operations or reputation.

The significance of our operations outside of the U.S. makes us susceptible to the risks of doing business

internationally, which could lower our revenues, increase our costs, reduce our profits, disrupt our business, or damage our
reputation. A significant number of rooms in our system are located outside of the U.S. and its territories, which exposes us to
certain challenges and risks, many of which are outside of our control, and which could materially reduce our revenues or
profits, materially increase our costs, result in significant liabilities or sanctions, significantly disrupt our business, or
significantly damage our reputation. These challenges and risks include: (1) compliance with complex and changing laws,
regulations, and government policies, including sanctions, that could have a material negative impact on our operations or our
ability to pursue development opportunities, cause reputational damage, or otherwise affect us; (2) the difficulties involved in
managing an organization doing business in many different countries; (3) uncertainties regarding the interpretation of local laws
and the enforceability of contract and intellectual property rights under local laws; and (4) rapid changes in government policy,
political or civil unrest, acts of terrorism, war, pandemics or other health emergencies, border control measures or other travel
restrictions, or the threat of international boycotts or U.S. anti-boycott legislation.

Exchange rate fluctuations and foreign exchange hedging arrangements could result in significant foreign currency

gains and losses and affect our business results. We earn revenues and incur expenses in foreign currencies as part of 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 to currency translation risk because the results of our non-U.S. business are generally reported in
local currency, which we then translate 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 a 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. We enter into foreign exchange hedging
agreements with financial institutions to mitigate exposure to some of the foreign currency fluctuations, but these efforts may
not be successful. These hedging agreements also do not cover all currencies in which we do business, do not eliminate foreign

currency risk entirely for the currencies that they do cover, and involve costs and risks of their own 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 can
affect the reputation and value of our Company or one or more of our properties or brands, including our ability to protect and
use our brands and trademarks; our hotels’ 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, managing and reducing
our carbon footprint and our use of scarce natural resources, supply chain management, and diversity, human rights, and
support for local communities; and our compliance 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 hotels, and it may be difficult to control or effectively manage negative publicity, regardless of whether it is
accurate. While reputations may take decades to build, negative incidents can quickly erode trust and confidence, particularly if
they result in adverse mainstream and social media publicity, governmental investigations, proceedings or penalties, or
litigation. Negative incidents could lead to tangible 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, or
associate 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 and

license many of our brand names and trademarks to third parties for lodging, timeshare, and residential properties, and with
respect to our credit card programs. Under the terms of their agreements with us, these third parties interact directly with guests
and others under our brand and trade names. If these third parties fail to maintain or act in accordance with applicable brand
standards; experience operational problems, including any 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
our agreements with these parties 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 even if 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 disrupt our operations, increase our labor costs, and interfere 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 organized associates 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. Numerous collective bargaining agreements are typically subject to negotiation
each year, and our ability in the past to resolve such negotiations does not mean that we will be able to resolve future
negotiations without strikes, disruptions, or on terms that we consider reasonable. Labor disputes and disruptions have in the
past, and could in the future, 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 could harm our
relationship with our associates, result in increased regulatory requirements or inquiries and enforcement 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 an 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 our
ability or the ability of our third-party property owners to take cost saving measures during economic downturns. We do not
have the ability to control the negotiations of collective bargaining agreements covering unionized labor employed by the
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 our
business strategies.

Our business could suffer if we cannot attract and retain associates or as the result of the loss of the services of our

senior executives. We compete with other companies both within and outside of our industry for personnel. We have
experienced challenges hiring for certain positions due to various factors, such as increasing wage expectations and 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 sufficient numbers 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 and expand our businesses. Labor

shortages have resulted and could continue to result in higher wages and initial hiring costs, increasing our labor costs and labor
costs at our hotels, which could reduce our revenues and profits. In addition, the efforts 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 business strategies or other adverse effects on our
business. The impact of COVID-19 on the hospitality industry, and actions that we and others in the hospitality industry have
taken and may take in the future with respect to our associates and executives in response to COVID-19, have adversely
affected and may in the future continue to adversely affect our ability to attract and retain associates and executives.

Risks relating to natural or man-made disasters, contagious diseases, violence, or war have reduced the demand for

lodging, which has adversely affected our revenues. We have seen a decline in travel and reduced demand for lodging due to
so-called “Acts of God,” such as severe storms, hurricanes, earthquakes, tsunamis, floods, volcanic activity, wildfires, and other
natural disasters, as well as man-made disasters and the spread of contagious diseases in locations where we own, manage, or
franchise properties and areas of the world from which we draw a large number of guests, and these circumstances could
continue or worsen in the future to an extent and for durations that we are not able to predict. Actual or threatened war, terrorist
activity, political unrest, civil or geopolitical strife, and other acts of violence could have a similar effect. As with the effects we
have already experienced from the COVID-19 pandemic, any one or more of these events may reduce the overall demand for
lodging, limit the room rates that can be charged, affect our growth, and/or increase our operating costs, all of which could
adversely affect our profits. If a terrorist event or other incident of violence were to involve one or more of our branded
properties, demand for our properties in particular could suffer disproportionately, which could further hurt our revenues and
profits.

Climate change and sustainability related concerns could have a material adverse effect on our business and results of

operations. We are subject to the risks associated with the physical effects of climate change (including changes in sea levels,
water shortages, droughts, and the natural disasters discussed in the preceding paragraph) and with changes in laws and
regulations related to climate change and sustainability. Compliance with future climate-related legislation and regulation, and
our efforts to achieve science-based emissions reduction targets, could be difficult and costly. Consumer travel preferences may
also shift due to sustainability related concerns or costs. As a result of the foregoing, we may experience significant increased
operating and compliance costs, operating disruptions or limitations, reduced demand, constraints on our growth, and physical
damage to our hotels, all of which could adversely affect our profits.

Insurance may not cover damage to, or losses involving, properties that we own, manage, or franchise, or other aspects

of 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 obtain
coverage at reasonable rates. Certain types of losses, generally of a catastrophic nature, such as earthquakes, hurricanes and
floods, 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 a
result, 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, the
property, liability and other insurance markets have seen significant cost increases. Also, due to the data security incident
involving unauthorized access to the Starwood reservations database, which we initially reported in November 2018 (the “Data
Security Incident”), and the state of the cyber insurance market generally, the costs for our cyber insurance increased with each
of our renewals over the last several years, and the cost of such insurance could continue to increase for future policy periods.
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 or replacement cost of any lost investment or in some cases could result in certain losses
being totally uninsured. As a result, our revenues and profits could be adversely affected, and for properties we own or lease,
we could lose some or all of the capital that 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, 2021, we had $18.0 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 are
changes in the business climate, unanticipated changes in the competitive environment, adverse legal or regulatory actions or
developments, 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 these
assets could require material non-cash charges to our results of operations, which could have a material adverse effect on our
reported financial condition and results of operations.

Development and Financing Risks

Our hotel owners and franchisees depend on capital to buy, develop, and improve hotels, and they may be unable to

access capital when necessary. Current and potential hotel owners and franchisees must periodically spend money to fund new
hotel investments, as well as to refurbish and improve existing hotels. The availability of funds for new investments and
improvement of existing hotels by our current and potential hotel owners and franchisees depends in large measure on their
ability to access the capital markets, over which we have little control. Obtaining financing on attractive terms has been, and
may in the future be further, constrained by the capital markets for hotel and real estate investments. In addition, owners of
existing hotels that we franchise or manage may have difficulty meeting required debt service payments or refinancing loans at
maturity.

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 the
conversion of existing facilities to managed or franchised Marriott brands is affected, and may potentially be limited, by a
variety 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 projected
room occupancy and rate, changes in growth in demand compared to projected supply, territorial restrictions in our
management and franchise agreements, costs of construction, demand for and availability of construction resources, and other
disruptive conditions in global, regional, or local markets.

Our renovation activities expose us to project cost, completion, and resale risks. We occasionally acquire and renovate
hotel properties, both directly and through partnerships and other business structures with third parties. This presents a number
of risks, including that: (1) weakness in the capital markets may limit our ability, or that of third parties with whom we partner,
to raise capital for completion of projects; (2) properties that we renovate could become less attractive due to decreases in
demand for hotel properties, market absorption or oversupply, with the result that we may not be able to sell such properties for
a profit or at the prices or time we anticipate, or we may be required to record additional impairment charges; and (3)
construction delays or cost overruns, including those due to general market conditions, shortages or increased costs of skilled
labor and/or materials, lender financial defaults, or so-called “Acts of God” such as earthquakes, hurricanes, floods, or fires may
increase project costs. We could face similar risks to the extent we undertake development activities again in the future.

Our owned properties and other real estate investments subject us to numerous risks. We have a number of owned and
leased properties, which are 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 quickly and COVID-19 has
disrupted the transaction markets for some hospitality assets. We may not be able to complete asset sales at prices we find
acceptable, or at all. Moreover, the investment returns available from equity investments in real estate depend in large part on
the amount of income earned and capital appreciation generated, if any, by the related 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, 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 properties 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 our
properties continue to not generate revenue sufficient to meet operating expenses, including needed capital expenditures, our
income could be further 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 our brands, including residences and condominiums under many of our luxury and premium brand names and
trademarks. Such projects pose further risks beyond those generally associated with our lodging business, which may reduce
our profits or compromise our brand equity, including risks that: (1) changes in residential 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; (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; and (3) residential construction may be subject to warranty and liability claims or
claims related to purchaser deposits, and the costs of resolving such claims may be significant.

More hotel projects in our development pipeline may be cancelled or delayed in opening, which could adversely affect

our growth prospects. We report a significant number of hotels in our development pipeline, including hotels under
construction, 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 risks described above in the risk factors entitled “Our ability to grow our management and franchise systems

is subject to the range of risks associated with real estate investments” and “COVID-19 has had a material detrimental impact
on our business and financial results, and such impact could continue and may worsen for an unknown period of time.” We
have seen construction timelines for pipeline hotels lengthen due to various factors, including competition for skilled
construction labor, challenges related to financing, disruption in the supply chain for materials, and the impact of COVID-19
generally, and these circumstances could continue or worsen in the future. Accordingly, we cannot assure you that all of our
development pipeline will result in new hotels entering our system, or that those 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 for
hotel 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 of
debt 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 repay or refinance maturing indebtedness on favorable terms or at all, the
lenders could declare a default, accelerate the related debt, and foreclose on the property, or the owners could declare
bankruptcy, as we have seen in the past and could see in the future. Such foreclosures or bankruptcies have in the past and
could in the future, in some cases, result in the termination of our management or franchise agreements and eliminate our
anticipated income and cash flows, which could have a significant negative effect on our results of operations.

Changes affecting the availability of the London Interbank Offered Rate (“LIBOR”) may have consequences that we

cannot yet fully predict. We are a party to various agreements, such as our multicurrency revolving credit agreement (as
amended, the “Credit Facility”), and other instruments where obligations by or to us are calculated based on or otherwise
dependent on LIBOR, many of which have not yet replaced LIBOR with an alternative benchmark rate. Effective January 1,
2022, the one week and two month USD LIBOR tenors and all tenors for EUR, CHF, JPY and GBP LIBOR are no longer being
published, and all other USD LIBOR tenors will cease to be published after June 30, 2023. At this time, it is difficult for us to
predict the full effect of any changes from LIBOR to an alternative benchmark rate upon or prior to the final LIBOR cessation
date, the phase out of LIBOR generally, or the establishment and use of particular alternative benchmark rates to replace
LIBOR. There continues to be uncertainty about how we, the financial markets, applicable law, and the courts will address the
replacement of LIBOR with alternative benchmark rates for contracts that do not include fallback provisions to provide for such
alternative benchmark rates. In addition, any changes from LIBOR to an alternative benchmark rate may have an uncertain
impact on our cost of funds, our receipts or payments under agreements that reference LIBOR, and the valuation of derivative
or other contracts to which we are a party, any of which could impact our results of operations and cash flows.

Technology, Information Protection, and Privacy Risks

Any disruption in the functioning of our reservation systems could adversely affect our performance and results. We
manage global reservation systems or use third-party service providers’ reservation systems that communicate reservations to
our properties from individuals who book reservations directly with us online, through our mobile apps, through our telephone
call centers, or through intermediaries like travel agents, Internet travel websites, and other distribution channels. The cost,
speed, accuracy, and efficiency of our reservation systems are critical aspects of our business and are important considerations
for hotel owners when choosing our brands. Our business may suffer if we fail to maintain, upgrade, or prevent disruption to
our reservation systems. Disruptions in or changes to our reservation systems 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,
revenue management, property management, human resources and payroll systems, our Loyalty Program, and technologies we
make available to our guests and for our associates. These technologies and systems must be refined, updated, and/or replaced
with more advanced systems on a regular basis, and our business could suffer if we cannot do that as quickly or effectively as
our competitors or within budgeted costs and time frames. We also may not achieve the benefits that we anticipate from any
new 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.

We are exposed to risks and costs associated with protecting the integrity and security of Company, associate, and
guest data. In the operation of our business, we collect, store, use, and transmit large volumes of data regarding associates,
guests, customers, owners, licensees, franchisees, and our own business operations, including credit card numbers, reservation

and loyalty data, and other personal information, in various information systems that we maintain and in systems maintained by
third parties, including our owners, franchisees, licensees, and service providers. The integrity and protection of this data is
critical to our business. Our guests and associates also have a high expectation that we, as well as our owners, franchisees,
licensees, and service providers, will adequately protect and appropriately use their personal information. The information,
security, and privacy requirements imposed by global laws and governmental 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 our owners, franchisees, licensees, and service providers may not be able to
satisfy these changing legal and regulatory requirements and associate and guest expectations, or may require significant
additional investments or time to do so. 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 fines and litigation, and increased risk of damage to our reputation and brand.

The Data Security Incident, and other information security incidents, could have numerous adverse effects on our
business. As a result of the Data Security Incident, numerous lawsuits were filed against us, as described further in Note 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 have also 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 fines and other expenses, such as the
£18.4 million fine 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 fines or remedial or other expenses.
Other governmental authorities investigating or seeking information about the Data Security Incident may 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 our business. Significant management time and Company resources have
been, and will continue to be, devoted to the Data Security Incident. Future publicity or developments related to the Data
Security Incident, including as a result of subsequent reports or regulatory actions or developments, could have a range of other
adverse effects on our business or prospects, 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 to limit our exposure to losses such as those related to the Data Security Incident may
not be sufficient or available to cover all of our expenses or other losses (including the final fine imposed by the ICO and any
other 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. In addition, following our
March 31, 2020 announcement of an incident involving information for approximately 5.5 million guests that we believe may
have been improperly accessed through an application using the login credentials of two franchise employees at a franchise
property (the “Unauthorized Application Access Incident”), various governmental authorities opened investigations or
requested information about the incident, and two lawsuits were filed against us related to the incident which have since been
dismissed or otherwise resolved. The Unauthorized Application Access Incident or publicity related to it could negatively affect
our business or reputation.

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. Measures taken by our service providers or our owners, franchisees,
licensees, other business partners or their service providers also, as we have seen in the past, may not be sufficient. 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” or other 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 our owners,
franchisees, licensees, other business partners, or service providers. 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 in response to COVID-19 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 additional significant 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 and other 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, other business partners, or service providers or other future disruptions or compromises of data or systems could lead

to future interruptions in or other adverse effects on the operation of our systems or those of our owners, franchisees, licensees,
other business partners, or service providers, resulting in operational inefficiencies and a loss of profits, and could result in
negative publicity and other adverse effects on our business, including lost sales, loss of consumer confidence, boycotts,
reduced enrollment and/or participation in our Loyalty Program, litigation, or associate satisfaction, retention and recruiting
difficulties, all of 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 and

appropriately 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 be
difficult 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 past
significant incidents have been identified and remediated; additional measures may be needed to prevent significant incidents in
the 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, that
insurance coverage may not be sufficient or available to cover all expenses or other losses (including fines) 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 fines and

litigation. We are subject to numerous, complex, and frequently changing laws, regulations, and contractual obligations
designed to protect personal information. Non-U.S. data privacy and data security laws, various U.S. federal and state laws,
payment card industry security standards, and other information privacy and security standards are all applicable to us.
Significant legislative, judicial, or regulatory changes have been and could be issued in the future. Compliance with changes in
applicable data security and privacy laws and regulations and contractual obligations, including responding to investigations
into our compliance, has increased and may in the future increase our operating costs, and may restrict our business operations,
increase our exposure to fines and litigation in the event of alleged noncompliance, and adversely affect our reputation.
Following the Data Security Incident, certain regulators also opened investigations into our privacy and security policies and
practices. As a result of these investigations, we could be exposed to significant fines and remediation costs in addition to those
imposed as a result of the Data Security Incident, and adverse publicity related to the investigations could adversely 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, and postal mailings. Any further restrictions in laws such
as the proposed ePrivacy Regulation (EU) and the proposed Bill C-11 for the Digital Charter Implementation Act 2020
(Canada), various U.S. state laws, or new federal or state laws on marketing 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,
and postal mailing techniques and could force further 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 to potential 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 and customers 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, anti-

takeover 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 2.

Properties.

We describe our company-operated properties in Part I, Item 1, “Business,” earlier in this report, and under the

“Properties and Rooms” caption in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results

of Operations.” We believe our owned and leased properties are in generally good physical condition with the need for only
routine repairs and maintenance and periodic capital improvements. Most of our regional offices, reservation centers, and sales
offices, as well as our corporate headquarters, are in leased facilities, both domestically and internationally.

As of December 31, 2021, we owned or leased the following hotel properties:

Properties

U.S. & Canada Owned Hotels

Courtyard Las Vegas Convention Center

Las Vegas Marriott

Residence Inn Las Vegas Convention Center

The Westin Peachtree Plaza, Atlanta

W New York – Union Square

U.S. & Canada Leased Hotels

Albuquerque Airport Courtyard

Anaheim Marriott

Baltimore BWI Airport Courtyard

Baton Rouge Acadian Centre/LSU Area Courtyard

Chicago O'Hare Courtyard

Des Moines West/Clive Courtyard

Fort Worth University Drive Courtyard

Greensboro Courtyard

Indianapolis Airport Courtyard

Irvine John Wayne Airport/Orange County Courtyard

Louisville East Courtyard

Mt. Laurel Courtyard

Newark Liberty International Airport Courtyard

Orlando Airport Courtyard

Orlando International Drive/Convention Center Courtyard
Renaissance New York Times Square Hotel

Sacramento Airport Natomas Courtyard

San Diego Sorrento Valley Courtyard

Spokane Downtown at the Convention Center Courtyard

St. Louis Downtown West Courtyard
W New York – Times Square

International Owned Hotels

Courtyard by Marriott Aberdeen Airport

Courtyard by Marriott Rio de Janeiro Barra da Tijuca

Courtyard by Marriott Toulouse Airport

Colony Club, Barbados

Crystal Cove, Barbados

Marriott Puerto Vallarta Resort & Spa

Residence Inn Rio de Janeiro Barra da Tijuca

Sheraton Grand Rio Hotel & Resort

Sheraton Lima Hotel & Convention Center

Sheraton Mexico City Maria Isabel Hotel

Tamarind, Barbados

The House, Barbados

Treasure Beach, Barbados

Turtle Beach, Barbados

Waves, Barbados

International Leased Hotels

African Pride Melrose Arch, Autograph Collection

Berlin Marriott Hotel

Cape Town Marriott Hotel Crystal Towers

Location

Rooms

Las Vegas, NV

Atlanta, GA

New York, NY

Albuquerque, NM

Anaheim, CA

Linthicum, MD

Baton Rouge, LA

Des Plaines, IL

Clive, IA

Fort Worth, TX

Greensboro, NC

Indianapolis, IN

Irvine, CA

Louisville, KY

Mt. Laurel, NJ

Newark, NJ

Orlando, FL

New York, NY

Sacramento, CA

San Diego, CA

Spokane, WA

St. Louis, MO

New York, NY

Aberdeen, United Kingdom

Barra da Tijuca, Brazil

Toulouse, France

Barbados

Puerto Vallarta, Mexico

Barra da Tijuca, Brazil

Rio de Janeiro, Brazil

Lima, Peru

Mexico City, Mexico

Barbados

Johannesburg, South Africa

Berlin, Germany

Cape Town, South Africa

149

278

192

1,073

270

150

1,030

149

180

108

130

149

151

153

151

146

149

151

317

149

151

509

194

264

187

433

140

538

431

755

104

161

118

379

180

Properties

Courtyard by Marriott Paris Gare de Lyon

Frankfurt Marriott Hotel

Grosvenor House, A JW Marriott Hotel

Heidelberg Marriott Hotel

Hotel Alfonso XIII, a Luxury Collection Hotel, Seville

Hotel Maria Cristina, San Sebastian
Leipzig Marriott Hotel

Protea Hotel by Marriott Cape Town Sea Point

Protea Hotel by Marriott Midrand

Protea Hotel by Marriott O.R. Tambo Airport

Protea Hotel Fire & Ice! by Marriott Cape Town

Protea Hotel Fire & Ice! by Marriott Johannesburg Melrose Arch

Renaissance Hamburg Hotel

Renaissance Santo Domingo Jaragua Hotel & Casino

Sheraton Diana Majestic, Milan

The Ritz-Carlton, Berlin
The Ritz-Carlton, Tokyo

The St. Regis Osaka

W Barcelona

W London – Leicester Square

Item 3.

Legal Proceedings.

Rooms

Location

Paris, France

Frankfurt, Germany

London, United Kingdom

Heidelberg, Germany

Seville, Spain

San Sebastian, Spain

Leipzig, Germany

Cape Town, South Africa

Midrand, South Africa

Johannesburg, South Africa

Cape Town, South Africa

Johannesburg, South Africa

Hamburg, Germany

Santo Domingo, Dominican Republic

Milan, Italy

Berlin, Germany

Tokyo, Japan

Osaka, Japan

Barcelona, Spain

London, United Kingdom

249

593

496

248

148

139

231

124

177

213

201

197

205

300

106

303

247

160

473

192

See the information under the “Litigation, Claims, and Government Investigations” caption in Note 7, which we

incorporate here by reference. Within this section, we use a threshold of $1 million in disclosing material environmental
proceedings involving a governmental authority.

In May 2020, we received a notice from the District Attorneys of the Counties of Placer, Riverside, San Francisco and San

Mateo in California asserting that nine properties in California have failed to comply with certain state statutes regulating
hazardous and other waste handling and disposal. We are cooperating with the District Attorneys’ requests for information and
have entered into a tolling agreement with the District Attorneys. Management does not believe that the ultimate outcome of
this matter will have a material adverse effect on the Company.

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 our
financial position, cash flows, or overall trends in results of operations, legal proceedings are inherently uncertain, and
unfavorable 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 8, 2022, 326,311,111 shares of our Class A Common Stock (our “common stock”) were outstanding and

were held by 33,148 stockholders of record. Our common stock trades on the Nasdaq Global Select Market (“Nasdaq”) under
the trading symbol MAR.

Fourth Quarter 2021 Issuer Purchases of Equity Securities

(in millions, except per share amounts)

Period

October 1, 2021-October 31, 2021

November 1, 2021-November 30, 2021

December 1, 2021-December 31, 2021
(1)

Total Number
of Shares
Purchased

Average Price
per Share

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

Maximum Number
of Shares That May Yet
Be Purchased Under the
Plans or Programs (1)

— $

—

17.4

On February 28, 2019, we announced that our Board of Directors increased our common stock repurchase authorization by 25 million shares. At

year-end 2021, 17.4 million shares remained available for repurchase under Board approved authorizations. We repurchase shares in the open

market and in privately negotiated transactions. We do not anticipate repurchasing additional shares until our leverage ratios further improve.

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 2020 compared to year-end 2019

can be found in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of
our Annual Report on Form 10-K/A for the fiscal year ended December 31, 2020, as filed with the SEC on April 2, 2021 (“2020
Form 10-K”).

BUSINESS AND OVERVIEW

Overview

We are a worldwide operator, franchisor, and licensor of hotel, residential, and timeshare properties in 139 countries and

territories under 30 brand names. Under our asset-light business model, we typically manage or franchise hotels, rather than
own them. We discuss our operations in the following reportable business segments: U.S. & Canada and International.

We earn base management fees and, under many agreements, incentive management fees from the properties that we
manage, and we earn franchise fees on the properties that others operate under franchise agreements with us. In most markets,
base management and franchise fees typically consist of a percentage of property-level revenue, or certain property-level
revenue in the case of franchise fees, while incentive management fees typically consist of a percentage of net house profit after
a specified owner return. For our hotels in the Middle East and Africa, Asia Pacific excluding China, and Greater China
regions, incentive management fees typically consist of a percentage of gross operating profit without adjustment for a specified
owner return. Net house profit is calculated as gross operating profit (also referred to as “house profit”) less non-controllable
expenses such as property insurance, real estate taxes, and furniture, fixtures, and equipment (FF&E) reserves. Additionally, we
earn franchise fees for use of our intellectual property, including fees from our co-brand credit card, timeshare, and residential
programs.

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. We refer to the Starwood business and brands that we acquired as “Legacy-
Starwood.”

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 period-
over-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 and
average 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 (including rooms in hotels temporarily
closed due to issues related to COVID-19), 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.
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 the

beginning of the last full calendar year (since January 1, 2020 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, with the exception of properties
closed or otherwise experiencing interruptions related to COVID-19, which we continue to classify as comparable. For 2021
compared to 2020, we had 4,906 comparable U.S. & Canada properties and 1,510 comparable International properties. The
RevPAR, ADR, and occupancy comparisons between 2021 and 2019, which we discuss under the “Impact of COVID-19”
caption below, reflect properties that are defined as comparable as of December 31, 2021, even if in 2019 they were not open
and operating for the full year or did not meet all the other criteria listed above.

Impact of COVID-19

COVID-19 continues to have a material impact on our business and industry. However, the recovery of both global
demand and ADR continued in 2021, led primarily by robust leisure demand, which we expect to continue in 2022, and
travelers who continue to embrace multi-purpose trips, mixing remote work and vacation time. The spread of COVID-19
variants, such as Delta and Omicron, constrained the pace of the recovery in the latter half of 2021 and continues to constrain
the pace of recovery in the beginning of 2022. Business transient and group demand continued to slowly improve in 2021 when

compared to 2020, though this demand still remains meaningfully below pre-pandemic 2019 levels. Although we have seen
delays in the recovery of business transient and group demand as a result of the emergence of COVID-19 variants, we expect
this demand to gradually strengthen from current levels as more workers return to the office and travel again. We have been
encouraged by the swift improvement in ADR, which in the 2021 second half returned to pre-pandemic 2019 levels in certain
U.S. and International markets and are optimistic about sustaining strong ADR in 2022. However, we believe COVID-19 will
continue to have a material negative impact on our future results for a period of time that we are currently unable to predict.

Comparable systemwide constant dollar RevPAR in 2021 compared to 2020 improved 67.7 percent in our U.S. & Canada

segment, 40.6 percent in our International segment, and 60.4 percent worldwide. Comparable systemwide constant dollar
RevPAR in 2021 compared to pre-pandemic 2019 levels declined 32.5 percent in our U.S. & Canada segment, 46.6 percent in
our International segment, and 36.5 percent worldwide, with improvement in the decline each succeeding quarter during 2021
for each of our segments and worldwide. Worldwide comparable systemwide occupancy and constant dollar ADR were down
only 11.9 percentage points and 2.3 percent, respectively, in the 2021 fourth quarter compared to the 2019 fourth quarter,
leading to RevPAR 19.0 percent below pre-pandemic 2019 levels.

In the U.S. & Canada, demand continued to recover in 2021, driven by strong leisure demand particularly at our luxury

and resort hotels and in tertiary markets. Occupancy peaked in the 2021 third quarter before decreasing slightly in the 2021
fourth quarter primarily due to seasonality. Urban destinations, where we have a large presence in the U.S. & Canada,
experienced meaningful improvement in demand in 2021, though they continue to lag the recovery. In other parts of the world,
RevPAR continues to vary greatly by geographic market, and demand is heavily impacted by the number of COVID-19 cases,
vaccination rates, and the nature and degree of government restrictions. In the 2021 fourth quarter, the decline of comparable
systemwide constant dollar RevPAR when compared to pre-pandemic 2019 levels improved compared to the decline seen in
the 2021 third quarter in all our International regions except for Greater China, which remained flat as a result of strict
government restrictions in response to COVID-19 outbreaks in several regions.

We continue to take measures to mitigate the negative financial and operational impacts of COVID-19 for our hotel
owners and our own business. At the corporate level, we remain focused on managing our corporate general and administrative
costs and are being disciplined with respect to our capital expenditures and other investment spending. Share repurchases and
cash dividends remain suspended until our leverage ratios further improve, although assuming there is no meaningful setback in
the global recovery from COVID-19, we could restart some level of capital returns in the second half of 2022 and more
meaningful levels of capital returns in 2023 and beyond. In 2021, we substantially completed restructuring plans to achieve cost
savings specific to our company-operated properties. In addition, we continue to work with owners and franchisees by adjusting
renovation requirements for certain properties, deferring certain hotel initiatives, and supporting owners and franchisees who
are working with their lenders to utilize FF&E reserves to meet working capital needs.

We continue to evaluate the availability of stimulus tax credits under the Coronavirus Aid, Relief, and Economic Security
Act, the Taxpayer Certainty and Disaster Tax Relief Act of 2020 enacted as part of the Consolidated Appropriations Act, 2021,
the American Rescue Plan Act of 2021 (“ARPA”), and other legislation. As of February 1, 2022, we have received Employee
Retention Tax Credit (“ERTC”) refunds from the U.S. Treasury totaling $170 million, including $119 million in 2020 and $51
million in 2021, of which we passed through $94 million and $48 million, respectively, to the related hotels that we manage on
behalf of owners. We have received from the U.S. Treasury substantially all expected ERTC refunds based on applications that
we have submitted as of February 1, 2022. Additionally, as of December 31, 2021, we have received or expect to receive,
through Medicare tax offsets and payments from the U.S. Treasury pursuant to ARPA, a total of $35 million as reimbursement
for the cost of health coverage continuation provided to eligible former associates and furloughed or part-time associates (and
their eligible enrolled dependents) in accordance with requirements under the Consolidated Omnibus Budget Reconciliation Act
of 1985 for the period of April 1, 2021 to September 30, 2021. Finally, in 2021, we received subsidies totaling $28 million from
German government COVID-19 assistance programs for certain of our leased hotels and equity method investments in
Germany.

The impact of COVID-19 on the Company remains fluid, as does our corporate and property-level response. We expect to

continue to assess the situation and may implement additional measures to adapt our operations and plans to address the
implications of COVID-19 on our business. The overall operational and financial impact is highly dependent on the breadth and
duration of COVID-19 and could be affected by other factors we are not currently able to predict.

Starwood Data Security Incident

On November 30, 2018, we announced a data security incident involving unauthorized access to the Starwood
reservations database (the “Data Security Incident”). The Starwood reservations database is no longer used for business
operations.

We are currently unable to estimate the range of total possible financial impact to the Company from the Data Security

Incident in excess of the expenses already incurred. However, we do not believe this incident will impact our long-term
financial health. Although our insurance program includes coverage designed to limit our exposure to losses such as those
related to the Data Security Incident, that insurance may not be sufficient or available to cover all of our expenses or other
losses (including fines and penalties) 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 significant expenses associated with the Data Security Incident in future periods, primarily related to legal proceedings
and regulatory investigations (including possible additional fines and penalties), increased expenses and capital investments for
information technology and information security and data privacy, and increased expenses for compliance activities and to meet
increased legal and regulatory requirements. See Note 7 for additional information related to expenses incurred in 2021,
insurance recoveries, and legal proceedings and governmental investigations related to the Data Security Incident.

System Growth and Pipeline

In 2021, our system grew from 7,642 properties (1,423,044 rooms) at year-end 2020 to 7,989 properties (1,479,179
rooms) at year-end 2021, reflecting gross additions of 517 properties (86,372 rooms) and deletions of 171 properties (30,236
rooms), including 88 properties from a primarily select-service portfolio which left our system in the 2021 first quarter.
Approximately 50 percent of our 2021 gross room additions are located outside U.S. & Canada, and 21 percent were
conversions from competitor brands.

At year-end 2021, we had roughly 485,000 rooms in our development pipeline, which includes more than 202,000 hotel
rooms under construction and approximately 19,000 hotel rooms approved for development but not yet under signed contracts.
Over half of the rooms in our development pipeline are outside U.S. & Canada. In 2021, we signed management and franchise
agreements for 599 properties, representing approximately 92,000 rooms, of which more than half of the rooms are located
outside U.S. & Canada. Contracts signed in 2021 reflected the Company’s strength in the luxury tier, with 40 properties signed
(resulting in a total of nearly 50,000 luxury rooms in our development pipeline at year-end 2021), as well as strong momentum
in all-inclusive resort signings, with 22 properties signed in 2021. In addition, in 2021, longer stay brands, which include
Element Hotels, Residence Inn, and TownePlace Suites, accounted for 37 percent of the Company's rooms signings in U.S. &
Canada. Conversions accounted for 27 percent of rooms signings in 2021.

In 2022, we expect total gross rooms growth to approach 5.0 percent and net rooms growth of 3.5 to 4.0 percent.

Properties and Rooms

At year-end 2021, we operated, franchised, and licensed the following properties and rooms:

Managed

Franchised/Licensed

Owned/Leased

Residential

Total

Properties

Rooms

Properties

Rooms

Properties

Rooms

Properties

Rooms

Properties

Rooms

U.S. & Canada

International

Timeshare

Total

638

1,305

—

218,798

334,374

—

1,943

553,172

4,983

805

5,880

713,781

163,955

22,701

900,437

—

6,483

9,209

—

15,692

—

102

6,925

2,953

—

9,878

5,712

2,185

945,987

510,491

22,701

7,989

1,479,179

Lodging Statistics

The following tables present RevPAR, occupancy, and ADR statistics for comparable properties for 2021 and 2021

compared to 2020. Systemwide statistics include data from our franchised properties, in addition to our company-operated
properties.

RevPAR

Occupancy

Average Daily Rate

2021

vs. 2020

2021

vs. 2020

2021

vs. 2020

Comparable Company-Operated Properties

U.S. & Canada

Greater China

Asia Pacific excluding China

Caribbean & Latin America

Europe

Middle East & Africa

International - All (1)
Worldwide (2)

Comparable Systemwide Properties

U.S. & Canada

Greater China

Asia Pacific excluding China

Caribbean & Latin America

Europe

Middle East & Africa

International - All (1)
Worldwide (2)

95.79

67.01

40.45

78.07

64.63

84.18

63.17

78.01

81.55

64.06

43.23

63.98

56.23

77.69

58.75

74.66

85.1 %

28.5 %

0.7 %

63.3 %

81.5 %

59.6 %

39.1 %

61.5 %

67.7 %

26.9 %

2.2 %

74.3 %

71.3 %

60.3 %

40.6 %

60.4 %

47.1 %

55.5 %

36.4 %

43.6 %

33.4 %

51.5 %

44.5 %

45.7 %

55.2 %

54.2 %

37.8 %

41.8 %

32.6 %

50.6 %

42.4 %

51.3 %

19.9 % pts.

9.7 % pts.

5.5 % pts.

15.6 % pts.

12.8 % pts.

15.7 % pts.

10.7 % pts.

14.9 % pts.

18.4 % pts.

9.0 % pts.

6.1 % pts.

16.6 % pts.

11.5 % pts.

15.5 % pts.

10.8 % pts.

16.1 % pts.

203.44

120.67

111.05

179.04

193.55

163.51

142.01

170.83

147.84

118.09

114.50

152.94

172.71

153.52

138.71

145.56

6.8 %

6.0 %

(14.5) %

4.8 %

11.8 %

10.8 %

5.8 %

8.9 %

11.7 %

5.8 %

(14.3) %

5.0 %

10.7 %

11.2 %

4.8 %

10.0 %

(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

Our results in 2021 continued to be impacted by COVID-19. See the “Impact of COVID-19” section above for more
information about the impact to our business during 2021, and the discussion below for additional analysis of our consolidated
results of operations for 2021 compared to 2020.

Fee Revenues

($ in millions)

Base management fees

Franchise fees

Incentive management fees

Gross fee revenues

Contract investment amortization

Net fee revenues

2021

2020

Change 2021 vs. 2020

669 $

443 $

1,790

235

2,694

(75)

1,153

1,683

(132)

2,619 $

1,551 $

226

637

148

1,011

1,068

51 %

55 %

170 %

60 %

43 %

69 %

The increase in base management fees primarily reflected higher RevPAR due to the ongoing recovery in lodging demand

from the impacts of COVID-19.

The increase in franchise fees primarily reflected higher RevPAR due to the ongoing recovery in lodging demand from
the impacts of COVID-19, higher co-brand credit card fees ($102 million), unit growth ($89 million), and higher residential
branding fees ($39 million).

The increase in incentive management fees primarily reflected higher profits at certain managed hotels due to the ongoing
recovery in lodging demand from the impacts of COVID-19. In 2021, we earned incentive management fees from 47 percent of
our managed properties worldwide, compared to 37 percent in 2020. We earned incentive management fees from 13 percent of
our U.S. & Canada managed properties and 63 percent of our International managed properties in 2021, compared to 3 percent
in U.S. & Canada and 56 percent in International in 2020. In addition, 71 percent of our total incentive management fees in
2021 came from our International managed properties versus 92 percent in 2020.

Contract investment amortization changed primarily due to lower impairments of investments in management and

franchise contracts.

Owned, Leased, and Other

($ in millions)

2021

2020

Change 2021 vs. 2020

Owned, leased, and other revenue

Owned, leased, and other - direct expenses

Owned, leased, and other, net

* Percentage change is not meaningful.

796 $

734

62 $

568 $

677

(109) $

228

171

40 %

8 %

nm*

Owned, leased, and other revenue, net of direct expenses increased primarily due to net stronger results at our owned and
leased properties driven by the ongoing recovery in lodging demand from the impacts of COVID-19, higher termination fees of
$20 million, and $18 million of subsidies under German government COVID-19 assistance programs for certain of our leased
hotels.

Cost Reimbursements

($ in millions)

Cost reimbursement revenue

Reimbursed expenses

Cost reimbursements, net

* Percentage change is not meaningful.

2021

2020

Change 2021 vs. 2020

10,442 $

10,322

120 $

8,452 $

8,435

17 $

1,990

1,887

103

24 %

22 %

nm*

Cost reimbursements, net (cost reimbursement revenue, net of reimbursed expenses) varies due to timing differences
between the costs we incur for centralized programs and services and the related reimbursements we receive from hotel owners
and 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 increase in cost reimbursements, net primarily reflects higher revenues, net of expenses, for our centralized programs

and services. This increase is partially offset by higher expenses for our Loyalty Program.

Other Operating Expenses

($ in millions)

2021

2020

Change 2021 vs. 2020

Depreciation, amortization, and other

General, administrative, and other

Restructuring and merger-related charges

220 $

823

346 $

762

267

(126)

(259)

(36) %

8 %

(97) %

Depreciation, amortization, and other expenses decreased primarily due to lower impairment charges. See Note 8 for more

information about the operating lease impairment charges.

General, administrative, and other expenses increased primarily due to higher compensation costs compared to our 2020

cost reduction measures, which included reducing compensation, implementing reduced work weeks for many of our corporate
associates, and furloughing a substantial number of associates, as well as higher legal expenses ($34 million). The increase was
partially offset by a lower provision for credit losses ($76 million) and a favorable litigation settlement ($18 million).

Restructuring and merger-related charges decreased primarily due to the prior year increase to the put option liability
discussed in Note 7 ($243 million) and 2020 restructuring charges ($56 million), partially offset by the 2020 partial reversal of
the liability related to the ICO fine, which was reduced to £18.4 million in October 2020 ($39 million).

Non-Operating Income (Expense)

($ in millions)

2021

2020

Change 2021 vs. 2020

Gains and other income, net

10 $

9 $

Loss on extinguishment of debt

Interest expense

Interest income

Equity in losses

* Percentage change is not meaningful.

(164)

(420)

(24)

—

(445)

(141)

(164)

117

11 %

nm*

6 %

4 %

83 %

In the 2021 third quarter, we recorded a loss on extinguishment of debt due to the Tender Offer discussed in Note 9.

Interest expense changed, primarily due to lower Credit Facility and commercial paper average borrowings and interest

rates, partially offset by higher interest on Senior Note issuances, net of maturities.

Equity in losses changed, primarily due to 2020 impairment losses ($77 million) and the ongoing recovery in lodging

demand from the impacts of COVID-19.

Income Taxes

($ in millions)

2021

2020

Change 2021 vs. 2020

(Provision) benefit for income taxes

(81) $

199 $

(280)

(141) %

Our tax provision in 2021, compared to our tax benefit in 2020, primarily reflected the increase in operating income ($256

million), lower tax benefit from impairment charges ($64 million) and the prior year tax benefit from the Sheraton Grand
Chicago put option reserve ($61 million). The change was partially offset by the current year release of tax reserves due to
favorable audit resolutions during 2021 ($43 million) and a current year tax benefit from the loss on extinguishment of debt
($42 million).

BUSINESS SEGMENTS

Our segment results in 2021 continued to be impacted by COVID-19. See the “Impact of COVID-19” section above for

more information about the impact to our business during 2021 and the discussion below for additional analysis of the operating
results of our reportable business segments.

($ in millions)

U.S. & Canada

Segment revenues

Segment profit

International

Segment revenues

Segment profit (loss)

U.S. & Canada

International

U.S. & Canada

2021

2020

Change 2021 vs. 2020

10,356 $

1,394

2,254

258

Properties

7,905 $

198

1,597

(222)

2,451

1,196

657

480

Rooms

31 %

604 %

41 %

216 %

December 31,
2021

December 31,
2020

vs. December 31,
2020

December 31,
2021

December 31,
2020

vs. December 31,
2020

5,712

2,185

5,534

2,017

178

168

3 %

8 %

945,987

510,491

924,090

476,199

21,897

34,292

2 %

7 %

U.S. & Canada segment profit increased primarily due to the following:

•

$666 million of higher gross fee revenues, primarily reflecting higher comparable systemwide RevPAR driven by
increases in both occupancy and ADR as well as higher profits at certain managed hotels due to the ongoing recovery
in lodging demand from the impacts of COVID-19, unit growth, and higher residential branding fees, partially offset
by lower fees from properties that were terminated;

•

$131 million of higher cost reimbursement revenue, net of reimbursed expenses;

•

$117 million of lower depreciation, amortization, and other expenses, primarily reflecting lower operating lease
impairment charges;

$84 million of lower equity in losses, primarily reflecting prior year impairment charges ($60 million) and lower losses
recorded by investees due to the ongoing recovery in lodging demand from the impacts of COVID-19;

$62 million of higher owned, leased, and other revenue, net of direct expenses, primarily reflecting net stronger results
at owned and leased properties due to the ongoing recovery in lodging demand from the impacts of COVID-19;

$55 million of lower general, administrative, and other expenses, primarily reflecting lower provision for credit losses
($34 million) and a favorable litigation settlement ($18 million);

$53 million of lower contract investment amortization costs, primarily reflecting lower contract impairment charges;
and

$28 million of lower restructuring and merger-related charges.

International

International 2021 segment profit, compared to the 2020 segment loss, primarily reflected:

•

$230 million of higher gross fee revenues, primarily reflecting higher comparable systemwide RevPAR driven by
increases in both occupancy and ADR as well as higher profits at certain managed hotels due to the ongoing recovery
in lodging demand from the impacts of COVID-19, unit growth, and higher residential branding fees;

$108 million of higher owned, leased, and other revenue, net of direct expenses, primarily reflecting net stronger
results at owned and leased properties due to the ongoing recovery in lodging demand from the impacts of COVID-19,
subsidies under German government COVID-19 assistance programs for certain of our leased hotels, and higher
termination fees;

$69 million of higher cost reimbursement revenue, net of reimbursed expenses;

$27 million of lower general, administrative, and other expenses primarily reflecting lower provision for credit losses;
and

$18 million of lower equity in losses primarily due to the ongoing recovery in lodging demand from the impacts of
COVID-19.

STOCK-BASED COMPENSATION

See Note 5 for more information.

NEW ACCOUNTING STANDARDS

We do not expect that accounting standard updates issued to date and that are effective after December 31, 2021 will have

a material effect on our Financial Statements.

LIQUIDITY AND CAPITAL RESOURCES

Our long-term financial objectives include diversifying our financing sources, optimizing the mix and maturity of our
long-term debt, and reducing our working capital. At year-end 2021, our long-term debt had a weighted average interest rate of
3.4 percent and a weighted average maturity of approximately 6.5 years. Including the effect of interest rate swaps, the ratio of
our fixed-rate long-term debt to our total long-term debt was 0.8 to 1.0 at year-end 2021.

In response to the negative impact COVID-19 had on our cash from operations in 2021 and 2020, which we expect to
continue to be negatively impacted, we remain focused on preserving our financial flexibility and managing our debt maturities.
We also remain focused on managing our corporate general and administrative costs and our capital expenditures and other
investment spending. Share repurchases and dividends remain suspended until our leverage ratios further improve, although
assuming there is no meaningful setback in the global recovery from COVID-19, we could restart some level of capital returns
in the second half of 2022 and more meaningful levels of capital returns in 2023 and beyond. In 2021, we issued $1.8 billion
aggregate principal amount of senior notes, redeemed all $400 million aggregate principal amount of our Series N Notes, and
repurchased and retired $1 billion aggregate principal amount of our Series EE Notes maturing in 2025, which we discuss
further under the “Sources of Liquidity - Senior Notes Issuances, Redemptions, and Repurchases” section below and in Note 9.

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 currently believe the Credit Facility, our cash on hand, and our access
to capital markets remain adequate to meet our liquidity requirements.

Sources of Liquidity

Our Credit Facility

Our Credit Facility provides for up to $4.5 billion of aggregate borrowings for general corporate needs, including working

capital, capital expenditures, letters of credit, acquisitions, and to support our commercial paper program if and when we
resume issuing commercial paper. Borrowings under the Credit Facility generally bear interest at LIBOR (the London Interbank
Offered 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 (if any) as long-term based on our ability and intent to refinance the outstanding borrowings on a long-term basis.
The Credit Facility expires on June 28, 2024. As of December 31, 2021, we had total outstanding borrowings under the Credit
Facility of $1.1 billion and remaining borrowing capacity of $3.4 billion.

We entered into amendments to the Credit Facility in April 2020 and January 2021 (the “Credit Facility Amendments”),
as described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as amended. The debt leverage
covenant in the Credit Facility, which is tested each quarter and was waived pursuant to the Credit Facility Amendments
through and including the fourth quarter of 2021, resumes beginning with the quarter ending March 31, 2022. The Credit
Facility Amendments adjusted the required leverage levels for this covenant when it is re-imposed (starting at 5.50 to 1.00 for
the test period ending on March 31, 2022 and gradually stepping down to 4.00 to 1.00 over the succeeding five fiscal quarters,
as further described in the Credit Facility). The Credit Facility Amendments also amended certain other terms of the Credit
Facility, including reducing the rate floor for the LIBOR Daily Floating Rate and the Eurocurrency Rate.

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.

Senior Notes Issuances, Redemptions, and Repurchases

In January 2022, we made a $404 million cash payment of principal and interest to retire, at maturity, all of our

outstanding Series Q Notes.

In September 2021, we completed a tender offer (the “Tender Offer”) and purchased and retired $1 billion aggregate
principal amount of our 5.750 percent Series EE Notes maturing May 1, 2025. We used the net proceeds from our Series II
Notes offering described below and cash on hand to complete the repurchase of such Series EE Notes, including the payment of
accrued interest and other costs incurred. As a result of the Tender Offer, in the 2021 third quarter, we recorded a loss of $164
million in the “Loss on extinguishment of debt” caption of our Income Statements.

In September 2021, we issued $700 million aggregate principal amount of 2.750 percent Series II Notes due October 15,

2033 (the “Series II Notes”). We will pay interest on the Series II Notes in April and October of each year, commencing in
April 2022. We received net proceeds of approximately $693 million from the offering of the Series II Notes, after deducting
the underwriting discount and estimated expenses. We used the net proceeds to fund the Tender Offer, as further described
above.

In August 2021, we redeemed all $400 million aggregate principal amount of our Series N Notes due in October 2021.

In March 2021, we issued $1.1 billion aggregate principal amount of 2.850 percent Series HH Notes due April 15, 2031
(the “Series HH Notes”). We pay interest on the Series HH Notes in April and October of each year. We received net proceeds
of approximately $1,089 million from the offering of the Series HH Notes, after deducting the underwriting discount and
estimated expenses, which were made available for general corporate purposes, including the repayment of a portion of our
outstanding borrowings under the Credit Facility.

Commercial Paper

Due to changes to our credit ratings as a result of the impact of COVID-19 on our business, we currently are not issuing
commercial paper. As a result, we have had to rely more on borrowings under the Credit Facility and issuance of senior notes,
which carry higher interest costs than commercial paper.

Uses of Cash

Cash, cash equivalents, and restricted cash totaled $1,421 million at December 31, 2021, an increase of $527 million from
year-end 2020, primarily due to net cash provided by operating activities ($1,177 million) and Credit Facility borrowings, net of
repayments ($150 million), partially offset by Senior Notes repayments, net of issuances ($368 million), capital and technology
expenditures ($183 million), cash paid for debt extinguishment costs associated with the Tender Offer ($155 million), and
financing outflows for employee stock-based compensation withholding taxes ($90 million).

Cash from Operations

Net cash provided by operating activities decreased by $462 million in 2021 compared to 2020, primarily due to net cash
inflow from our Loyalty Program in 2020 and higher cash paid for income taxes, partially offset by higher net income recorded
in 2021 (adjusted for non-cash items and the loss on extinguishment of debt). Cash inflow from our Loyalty Program in 2020
included $920 million of cash received from the prepayment of certain future revenues under the amendments to our existing
U.S.-issued co-brand credit card agreements, which reduced in 2021 and will in the future reduce the amount of cash we receive
from these card issuers.

Our ratio of current assets to current liabilities was 0.6 to 1.0 at year-end 2021 and 0.5 to 1.0 at year-end 2020. We have

significant borrowing capacity under our Credit Facility should we need additional working capital.

Investing Activities Cash Flows

Capital Expenditures and Other Investments. We made capital and technology expenditures of $183 million in 2021

and $135 million in 2020. Capital expenditures in 2021 increased by $48 million compared to 2020, primarily reflecting higher
spending on our new headquarters.

We expect capital expenditures and other investments will total approximately $600 million to $700 million for 2022,

including capital and technology expenditures, loan advances, contract acquisition costs, and other investing activities
(including approximately $250 million for maintenance capital spending and our new headquarters).

Over time, we have sold lodging properties, both completed and under development, subject to long-term management

agreements. The ability of third-party purchasers to raise the debt and equity capital necessary to acquire such properties
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, and equity
investments. Over time, we seek to minimize capital invested in our business through asset sales subject to long-term
management or franchise agreements.

Dispositions. Property and asset sales generated $12 million cash proceeds in 2021 and $260 million in 2020.

Loan Activity. From time to time, we make loans to owners of hotels that we operate or franchise. Loan collections, net

of loan advances, amounted to $27 million in 2021, compared to net advances of $33 million in 2020. At year-end 2021, we had
$153 million of senior, mezzanine, and other loans outstanding, compared to $163 million outstanding at year-end 2020.

Financing Activities Cash Flows

Debt. Debt decreased by $238 million in 2021, to $10,138 million at year-end 2021 from $10,376 million at year-end

2020. See “Sources of Liquidity,” caption in this “Liquidity and Capital Resources” section and Note 9 for additional
information on the Senior Note and Credit Facility transactions in 2021.

Share Repurchases and Dividends. We did not repurchase any shares of our common stock in 2021. At year-end 2021,
17.4 million shares remained available for repurchase under Board approved authorizations. We also did not declare any cash
dividends in 2021. We do not anticipate repurchasing additional shares or declaring cash dividends until our leverage ratios
further improve. Assuming there is no meaningful setback in the global recovery from COVID-19, we could restart some level
of capital returns in the second half of 2022 and more meaningful levels of capital returns in 2023 and beyond.

Material Cash Requirements

Our material cash requirements include the following contractual obligations and off-balance sheet arrangements.

•

At year-end 2021, we had $12,169 million of debt, including principal and future interest payments, of which $1,134
million is payable within the next 12 months from year-end 2021. See Note 9 for further information about our long-
term debt.

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

•

At December 31, 2021, 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 $349 million, of which $43
million is payable within the next 12 months from year-end 2021.

The Company also had guarantees, a contingent purchase obligation, commitments, and letters of credit as of year-end
2021, which are discussed in Note 7. The majority of our guarantee commitments are not expected to be funded within
the next 12 months from year-end 2021. 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 we manage. Since our contracts with owners require reimbursement for these amounts, these
obligations are expected to have minimal impact on our net income and cash flow.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our preparation of financial statements in accordance with GAAP requires management to make estimates and

assumptions that affect reported amounts and related disclosures. Management considers an accounting policy and estimate to
be 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. Management has discussed the development and selection of its critical accounting policies and estimates
with the Audit Committee of our Board of Directors.

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 results
of 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 night
certificates, the volume of points and free night certificates that will be issued under our co-brand credit card
agreements, the amount of consideration to which we will be entitled under our co-brand credit card agreements, and
the stand-alone selling prices of goods and services provided under our co-brand credit card agreements. Changes in
these 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, 2021 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 program
of approximately $40 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 2021 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 values
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 and
when we record impairment losses on intangibles and long-lived assets. During 2021, we evaluated our intangibles and
long-lived asset groups for impairment and did not record any material impairment charges. The estimated fair values
of all our indefinite-lived intangible assets significantly exceeded their carrying values at the date of their most recent
estimated fair value determination.

Investments, including information on how we evaluate the fair value of investments and when we record impairment
losses on investments. During 2021, we evaluated our investments for impairment and did not record any material
impairment charges.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

We are exposed to market risk from changes in interest rates, stock prices, currency exchange rates, and debt prices. 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 are exposed to interest rate risk on our floating-rate notes receivable and floating-rate debt. 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.

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 with
fluctuations in interest rates and currency exchange rates. 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. See
Note 2 for more information on derivative instruments.

The following table sets forth the scheduled maturities and the total fair value as of year-end 2021 for our financial

instruments that are impacted by market risks:

($ in millions)

2022

2023

2024

2025

2026

There-
after

Total
Carrying
Amount

Total
Fair
Value

Maturities by Period

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

6 $

2 $

Average interest rate

Floating-rate notes receivable

Average interest rate

Floating-rate debt

Average interest rate

Liabilities - Maturities represent expected principal payments. Fair values represent liabilities.
Fixed-rate debt

(572) $

(675) $

— $

9 $

2 $

28 $

1.03 %

3 $

42 $

16 $

1 $

3 $

39 $ 104

3.06 %

(1,302) $

(746) $

(4,855) $ (8,150)

(8,615)

3.69 %

(226) $

— $

(1,616) $

— $

— $ (1,842)

(1,853)

1.52 %

Item 8.

Financial Statements and Supplementary Data.

The following financial information is included on the pages indicated:

Management’s Report on Internal Control Over Financial Reporting

Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm (PCAOB ID: 42)

Consolidated Statements of Income (Loss)

Consolidated Statements of Comprehensive Income (Loss)

Consolidated Balance Sheets

Consolidated Statements of Cash Flows

Consolidated Statements of Stockholders’ Equity

Notes to Consolidated Financial Statements

Basis of Presentation
Summary of Significant Accounting Policies
Restructuring Charges
Earnings Per Share
Stock-Based Compensation
Income Taxes
Commitments and Contingencies
Leases
Long-Term Debt
Intangible Assets and Goodwill
Property and Equipment
Fair Value of Financial Instruments
Accumulated Other Comprehensive Loss
Business Segments
Related Party Transactions
Relationship with Major Customer

Page
35

45
45
45
53
53
54
54
57
60
62
64
64
65
66
66
67
68

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 the

maintenance 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 the
consolidated financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and
expenditures of the Company are being made only in accordance with authorizations of the Company’s management and
directors; 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 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.

In connection with the preparation of the Company’s annual consolidated financial statements, management assessed the
effectiveness of the Company’s internal control over financial reporting as of December 31, 2021, based on criteria established
in 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, 2021, the
Company’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, 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.

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, 2021, based on
criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway 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, 2021, 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, 2021 and 2020, and the related consolidated
statements of income (loss), comprehensive income (loss), stockholders’ equity and cash flows for each of the three fiscal years
in the period ended December 31, 2021, and the related notes, and our report dated February 15, 2022 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 Report
on 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 and
regulations 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 the
audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all
material 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, and
performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a
reasonable 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 the
reliability 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 procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions 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 and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; 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 15, 2022

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 of
December 31, 2021 and 2020, the related consolidated statements of income (loss), comprehensive income (loss), stockholders’
equity and cash flows for each of the three fiscal years in the period ended December 31, 2021, and the related notes
(collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material
respects, the financial position of the Company at December 31, 2021 and 2020, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 2021, 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, 2021, based on criteria established in
Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
(2013 Framework) and our report dated February 15, 2022 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 on
these 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 and
regulations 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 the
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to
error 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 that
were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that
are 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 as
a 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.

Description of the
Matter

How We Addressed the
Matter in Our Audit

Accounting for the Loyalty Program
During 2021 the Company recognized $1,966 million of revenues previously deferred as of
December 31, 2020 and had deferred revenue of $6,471 million as of December 31, 2021
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 sales-
based royalty criteria, with the remaining portion recognized on a straight-line basis over
the contract term. Revenue is recognized utilizing complex models based upon the
estimated 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 high
volume of data used to monitor and account for Loyalty Program results, and (2) the
complexity and judgment of estimating the standalone selling price per Loyalty Program
point, including both the estimate of variable consideration under the Company’s co-brand
credit card agreements which has significant estimation uncertainty associated with
projecting future cardholder spending and redemption activity, and the estimated breakage
of Loyalty Program points which requires the use of specialists.

We obtained an understanding, evaluated the design and tested the operating effectiveness
of 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 the
development 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 and
consistency with US GAAP of the accounting model developed by the Company to
recognize revenue and costs associated with the Loyalty Program, and testing significant
inputs into the accounting model, including the estimated standalone selling price and
recognition 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 of
management’s assumptions, including projections of cash flows, used to estimate variable
consideration under the Company’s co-brand credit cards.

Description of the
Matter

How We Addressed the
Matter in Our Audit

Accounting for General and Administrative Expenses and Reimbursed Expenses
During 2021 the Company recognized $823 million of general and administrative expenses
and $10,322 million of reimbursed expenses. As discussed in Note 2 to the financial
statements, the Company incurs certain expenses that are for the benefit of, and
reimbursable 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 of
certain 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, (2)
the complexity associated with allocating above-property expenses to hotel owners and
franchisees due to the high volume of data used to monitor and account for reimbursed
expenses and (3) incentives within management’s compensation structure designed to
achieve certain financial targets that exclude the impact of reimbursed expenses.

We obtained an understanding, evaluated the design and tested the operating effectiveness
of controls over the Company’s process of accounting for reimbursed expenses, general
and 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 a sample of transactions that were
classified within reimbursed expenses in order to evaluate the appropriate accounting
treatment and financial statement classification pursuant to the terms of the management
and franchise agreements, (2) performed analytical procedures over total reimbursed
expenses and general and administrative expenses in order to identify any trends or
indicators of material errors in the classification of expenses, (3) tested manual journal
entries made to reimbursed expenses and general and administrative expenses and (4)
evaluated the methodology of cost allocations, including any material changes to
allocations during the period.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2002.

Tysons, Virginia
February 15, 2022

MARRIOTT INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
Fiscal Years 2021, 2020, and 2019
($ in millions, except per share amounts)

2021

2020

2019

669 $

443 $

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)

OPERATING COSTS AND EXPENSES

Owned, leased, and other-direct
Depreciation, amortization, and other
General, administrative, and other
Restructuring and merger-related charges
Reimbursed expenses (1)

OPERATING INCOME
Gains and other income, net
Loss on extinguishment of debt
Interest expense
Interest income
Equity in (losses) earnings (1)
INCOME (LOSS) BEFORE INCOME TAXES
(Provision) benefit for income taxes
NET INCOME (LOSS)
EARNINGS (LOSS) PER SHARE
Earnings (loss) per share - basic
Earnings (loss) per share - diluted

(1)

See Note 15 for disclosure of related party amounts.

1,790
235
2,694

(75)

2,619
796
10,442
13,857

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

1,180

(81)
1,099 $

1,153
87
1,683
(132)
1,551
568
8,452
10,571

677
346
762
267
8,435
10,487
84
9
—
(445)
27
(141)
(466)
199
(267) $

1,180
2,006
637
3,823
(62)
3,761
1,612
15,599
20,972

1,316
341
938
138
16,439
19,172
1,800
154
—
(394)
26
13
1,599
(326)
1,273

$
$

3.36 $
3.34 $

(0.82) $
(0.82) $

3.83
3.80

See Notes to Consolidated Financial Statements.

MARRIOTT INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Fiscal Years 2021, 2020, and 2019
($ in millions)

Net income (loss)

Other comprehensive income (loss):

Foreign currency translation adjustments

Derivative instrument adjustments and other, net of tax

Total other comprehensive (loss) income, net of tax

Comprehensive income (loss)

(212)

(207)

892 $

229

(3)

226

(5)

(41) $

1,303

2021

2020

2019

1,099 $

(267) $

1,273

See Notes to Consolidated Financial Statements.

MARRIOTT INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS
Fiscal Years-Ended 2021 and 2020
($ in millions)

December 31,
2021

December 31,
2020

ASSETS
Current assets

Cash and equivalents
Accounts and notes receivable, net
Prepaid expenses and other

Property and equipment, net
Intangible assets
Brands
Contract acquisition costs and other
Goodwill

Equity method investments
Notes receivable, net
Deferred tax assets
Operating lease assets
Other noncurrent assets

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current 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’ equity

Class A Common Stock
Additional paid-in-capital
Retained earnings
Treasury stock, at cost
Accumulated other comprehensive loss

1,393 $
1,982
251
3,626
1,503

5,979
2,947
9,073
17,999
387
144
228
1,062
604
25,553 $

805 $
726
1,187
2,522
1,167
6,407
9,333
3,949
169
1,181
1,098
2,002

5
5,892
10,305
(14,446)
(342)
1,414
25,553 $

877
1,768
180
2,825
1,514

6,059
2,930
9,175
18,164
422
159
249
752
616
24,701

1,173
527
831
1,769
1,452
5,752
9,203
4,502
83
1,542
823
2,366

5
5,851
9,206
(14,497)
(135)
430
24,701

See Notes to Consolidated Financial Statements.

MARRIOTT INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Fiscal Years 2021, 2020, and 2019
($ in millions)

OPERATING ACTIVITIES

Net income (loss)

Adjustments to reconcile to cash provided by operating activities:

2021

2020

2019

1,099 $

(267) $

1,273

Depreciation, amortization, and other

Stock-based compensation

Income taxes

Liability for guest loyalty program

Contract acquisition costs

Restructuring and merger-related charges

Working capital changes

(Gain) loss on asset dispositions
Loss on extinguishment of debt
Deferred revenue changes and other

Net cash provided by operating activities

INVESTING ACTIVITIES

Capital and technology expenditures

Dispositions

Loan advances

Loan collections

Other

Net cash (used in) provided by investing activities

FINANCING ACTIVITIES

Commercial 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

295

182

(281)

(28)

(210)

(10)

110

(3)

164

(141)

1,177

478

201

(478)

535

(142)

200

(28)

3
—

1,137

1,639

403

187

(200)

257

(195)

(273)

(147)
—

294

1,685

(183)

(135)

(653)

(13)

(43)

(187)

260

(41)

(57)

395

(30)

(47)

(284)

150

1,793

(2,290)

3,561

951

1,397

(2,174)

(1,887)

(835)

(155)

—

(90)

—

(156)

(150)

(103)

(8)

—

(612)

(2,260)

(148)

(8)

(463)

(1,033)

(1,508)

INCREASE (DECREASE) 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)

527

894

641

253

1,421 $

894 $

(107)

360

253

(1)

The 2021 amounts include beginning restricted cash of $17 million at December 31, 2020 and ending restricted cash of $28 million at December 31,

2021, which we present in the “Prepaid expenses and other” and “Other noncurrent assets” captions of our Balance Sheets.

See Notes to Consolidated Financial Statements.

MARRIOTT INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
Fiscal Years 2021, 2020, and 2019
(in millions, except per share amounts)

Common
Shares
Outstanding
339.1
—
—
—
—
2.2
(17.3)
324.0

—
—
—
—
1.4
(1.0)
324.4
—
—
1.9

Balance at December 31, 2018
Adoption of ASU 2016-02
Net income
Other comprehensive income
Dividends ($1.85 per share)
Stock-based compensation plans
Purchase of treasury stock
Balance at December 31, 2019
Adoption of ASU 2016-13
Net loss
Other comprehensive income
Dividends ($0.48 per share)
Stock-based compensation plans
Purchase of treasury stock
Balance at December 31, 2020
Net income
Other comprehensive loss
Stock-based compensation plans

326.3 (1) Balance at December 31, 2021

Class A
Common
Stock

Additional
Paid-in-
Capital

Retained
Earnings

Treasury
Stock, at
Cost

Total

Accumulated
Other
Comprehensive
Loss

8,982 $ (12,185) $

1
1,273
—
(612)
—
—
9,644

—
—
—
—
60
(2,260)
(14,385)

2,225 $
1
1,273
30
(612)
46
(2,260)
703
(15)
(267)
226
(156)
89
(150)
430
1,099
(207)
92
1,414 $

5 $
—
—
—
—
—
—
5
—
—
—
—
—
—
5
—
—
—
5 $

5,814 $
—
—
—
—
(14)
—
5,800
—
—
—
—
51
—
5,851
—
—
41

—
—
—
—
38
(150)
(14,497)

(15)
(267)
—
(156)
—
—
9,206
1,099
—
—
5,892 $ 10,305 $ (14,446) $

—
—
51

(391)
—
—
30
—
—
—
(361)
—
—
226
—
—
—
(135)
—
(207)
—
(342)

(1)

Our restated certificate of incorporation authorizes 800 million shares of our common stock, with a par value of $0.01 per share and 10 million shares of preferred stock, without par value. At year-end 2021,

we had 326.3 million of these authorized shares of our common stock and no preferred stock outstanding.

See Notes to Consolidated Financial Statements.

MARRIOTT INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. BASIS OF PRESENTATION

The consolidated financial statements present the results of operations, financial position, and cash flows of Marriott
International, Inc. and subsidiaries (referred to in this report as “we,” “us,” “Marriott,” or the “Company”). In order to make this
report easier to read, we also refer throughout to (1) our Consolidated Financial Statements as our “Financial
Statements,” (2) our Consolidated Statements of Income (Loss) 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 the
financial statements, the reported amounts of revenues and expenses during the reporting periods, and the disclosures of
contingent liabilities. The uncertainty created by the coronavirus pandemic and efforts to contain it (“COVID-19”) has made
such estimates more difficult and subjective. 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 2021 and fiscal year-end 2020 and the results of our operations and cash flows for fiscal
years 2021, 2020, and 2019. We have eliminated all material intercompany transactions and balances between entities
consolidated in these Financial Statements.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Revenue Recognition

Base Management and Incentive Management Fees: For our managed hotels, we have performance obligations to provide
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 hotels, and incentive
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 in each 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 hotels, 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 such
services, 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 hotels, as defined in each
contract. 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 are
recognized 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 typically
entitled 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 and
include certain operational and administrative costs as provided for in our contracts with the owners. We are entitled to
reimbursement in the period we incur the related reimbursable costs, which we recognize within the “Cost reimbursement
revenue” caption of our Income Statements.

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, and
accordingly, when we recover the costs that we incur for these programs and services from our hotel owners, we do not seek a
mark-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 “Cost
reimbursement 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 $56 million ($42 million
after-tax) in 2021, $62 million ($46 million after-tax) in 2020, and $118 million ($87 million after-tax) in 2019.

Other Revenue: Includes Global Design fees, which we describe below, termination fees, and other property and brand

revenues. 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 one-time fixed fee that is payable
during the pre-opening period of the hotel. As these services are not a distinct performance obligation, we recognize the fees on
a straight-line 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 to

recognize 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 of
a 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 the

applicable 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 hotels; the exchange of

timeshare ownership interests; purchases of timeshare interval, fractional ownership, and residential products; and through
participation in travel experiences and affiliated partners’ programs, such as those offered by credit card, car rental, airline, and
other companies. Members can redeem points for stays at most of our hotels, 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 or
services 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,
including costs for marketing, promotion, communication with, and performing member services for Loyalty Program
members, with no added mark-up. We generally receive monthly cash contributions from managed, franchised, owned, and
leased hotels based on a portion of qualified spend by Loyalty Program members (when the points are earned). We recognize
these contributions 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 and
expectations 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 or
lower than our revenue recognized in any given period. We recognize all other Loyalty Program costs as incurred in our
“Reimbursed expenses” caption.

We have multi-year agreements for our co-brand 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 and
marketing 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 provided to
cardholders. We receive fees from these agreements, including fixed amounts that are primarily payable at contract inception,
and variable amounts that are paid to us monthly over the term of the agreements, based on: (1) the number of free night
certificates issued or redeemed; (2) the number of Loyalty Program points purchased; and (3) the volume of cardholder spend.
We allocate those fees among the performance obligations, including the Licensed IP, our Loyalty Program points, and free
night certificates provided to cardholders based on their estimated standalone selling prices. The estimation of the standalone
selling prices requires significant judgments based upon generally accepted valuation methodologies regarding the value of our
Licensed IP, the amount of funding we will receive, and the number of Loyalty Program points and free night certificates
cardholders will redeem over the term of the agreements. We base our estimates of these amounts on our historical experience
and expectation of future cardholder behavior. We recognize the portion of 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 the revenue related to the free night certificates when the related
service is provided. We recognize revenue net of the redemption 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 is
due. We record deferred revenue when we receive payment, or have the unconditional right to receive payment, in advance of
the satisfaction of our performance obligations related to franchise application and relicensing fees, Global Design fees, credit
card branding license fees, and our Loyalty Program.

Current and noncurrent deferred revenue decreased by $340 million, to $1,527 million at December 31, 2021 from $1,867

million at December 31, 2020, primarily as a result of $334 million of revenue recognized in 2021 that was deferred as of
December 31, 2020, 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 deferred cash received for free night certificates related to the co-brand
credit cards and gift cards, as well as an increase in franchise application and relicensing fees. Our current deferred revenue,
which we present in the “Accrued expenses and other” caption of our Balance Sheets, was $346 million at year-end 2021 and
$325 million at year-end 2020.

Our current and noncurrent liability for guest loyalty program increased by $200 million, to $6,471 million at

December 31, 2021, from $6,271 million at December 31, 2020, primarily reflecting an increase in points earned by members.
This includes a $228 million reclassification from deferred revenue to the liability for guest loyalty program as a result of points
that were earned during the period by members using our U.S.-issued co-brand credit cards, which were prepaid by the financial
institutions in 2020. The increase was partially offset by $1,966 million of revenue recognized in 2021, that was deferred as of
December 31, 2020. The current portion of our liability for guest loyalty program increased compared to December 31, 2020,
due to higher estimated redemptions in the short-term. 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 2021, the updated estimates
resulted in a net increase in revenue, and a corresponding reduction in the liability for guest loyalty program of approximately
$58 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 our
Statements 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 value. We recognize an impairment loss for the amount by which the carrying value exceeds
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 expenses” caption of our Income Statements. We had capitalized costs to fulfill contracts with customers of
$368 million at December 31, 2021 and $366 million at December 31, 2020. 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 the

time the sale closes. In sales transactions where we retain a management contract, the terms and conditions of the management
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 to
contribute from their compensation, and the Company typically makes discretionary and certain other matching or supplemental
contributions. We recognized compensation costs from Company contributions of $80 million in 2021, $75 million in 2020, and
$128 million in 2019.

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 the
exchange rate in effect as of the financial statement date and translate income statement accounts using the weighted average
exchange rate for the period. We include translation adjustments from currency exchange and the effect of exchange rate
changes 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 long-
term 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 the
vesting 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 reimbursed expenses to the extent undertaken on behalf of our owners and franchisees. We
recognized advertising costs of $470 million in 2021, $276 million in 2020, and $851 million in 2019.

Income Taxes

We record the amounts of taxes payable or refundable for the current year, as well as deferred tax liabilities and assets for

the future tax consequences of events we have recognized in our Financial Statements or tax returns, using judgment in
assessing 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 and

rates, their related interpretations, and the uncertainty generated by the current economic environment may affect the amounts
of 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, a
likelihood 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 continue to recognize the benefit. In determining our provision for income taxes, we use judgment, reflecting
our estimates and 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.

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 and

franchise 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 historical
collection activity and current and forecasted future economic conditions by region. Our allowance for credit losses was $187
million at December 31, 2021 and $207 million at December 31, 2020. The decrease during 2021 was primarily due to the
write-off of amounts deemed uncollectible, partially offset by the provision for credit losses. Our provision for credit losses
totaled $22 million in 2021 and $136 million in 2020.

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 is
unlikely that the disposal plan will be significantly modified or discontinued; (3) the property is available for immediate sale in
its present condition; (4) actions required to complete the sale of the property have been initiated; (5) sale of the property is
probable 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 value or its estimated fair value, less estimated costs to sell, and we
cease depreciation.

Goodwill

We test goodwill for potential impairment at least annually in the fourth quarter, or more frequently if an event or other

circumstance 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 the
fair 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 the
reporting unit. If we bypass the qualitative assessment, or if we conclude that it is more likely than not that the fair value of a
reporting unit is less than its carrying value, then we perform a quantitative impairment test by comparing the fair value of a
reporting 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 the
indefinite-lived intangible is less than its carrying amount. If the carrying value 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 indicate

that we may not be able to recover the carrying value; 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 dispose
of an asset group and we expect to complete the plan within a year. We evaluate recoverability of an asset group by comparing
its carrying value, 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 value of an asset group, we recognize an
impairment loss for the amount by which the carrying value exceeds the estimated fair value. When we recognize an
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. For the market approach, we use internal analyses based primarily on market comparables and assumptions about
market capitalization rates, growth rates, and inflation. See Note 8 for additional information.

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 a
controlled 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 the
equity method of accounting when we own as little as three to five percent. We account for financial assets at fair value if it is
readily 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 fair

value of the identifiable assets and liabilities. If our carrying amount exceeds our proportional share in the equity of the
investee, 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

value. 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 to a 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 value. We
perform qualitative assessments for investments we account for using the fair value alternative method and we record any
associated impairment when the fair value is less than the carrying value.

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 variable
interest entity. Our analysis includes both quantitative and qualitative reviews. We base our quantitative analysis on the
forecasted 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 marketable

securities and derivatives. See Note 12 for further information. We also apply the provisions of fair value measurement to
various 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 in

an 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 or
similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the
asset or liability (i.e., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by
observable 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.

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 the
underlying hedged cash flows or fair value and we fulfill the hedge documentation standards at the time we enter into the
derivative contract. We designate a hedge as a cash flow hedge, 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 to
match the timing of the underlying hedged items’ effect on earnings. The change in fair value of qualifying fair value hedges as
well 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 and
losses from AOCI based on the timing of the underlying cash flows or revenue recognized, unless the termination results from
the 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, currency exchange rates, and equity securities expose us to market risk. We manage our
exposure to these risks by monitoring available financing alternatives, as well as through development and application of credit
granting policies. We also use 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 senior, mezzanine, and other loans to owners of hotels that we operate or franchise, generally to facilitate

the development 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 hotels mature 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 ongoing
basis 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. To measure
impairment, we calculate the present value of expected future cash flows discounted at the loan’s original effective interest rate
or the estimated fair value of the collateral. If the present value or the estimated collateral is less than the carrying value of the
loan receivable, we establish a specific impairment reserve for the difference.

Leases

We determine if an arrangement is a lease or contains a lease at the inception of the contract. We evaluate leases for
classification 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 lease
agreements 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 right-

of-use assets, which represent our right to use an underlying asset for the lease term, are recognized at the commencement date
of 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 and

lease expense relating to variable payments is expensed as incurred. For finance leases, the amortization of the asset is
recognized 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
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 and
Monte 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; the
guaranteed 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 two percent to determine the present value of the projected settlements, which
we consider to be reasonable given our history of settled claims, including payment patterns and the 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 $124 million at December 31, 2021 and $121 million at December 31, 2020. The noncurrent
portion of our self-insurance reserve was $290 million at December 31, 2021 and $341 million at December 31, 2020.

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 the
amount 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 of
an acquired entity exceeds the net of the fair values assigned to the assets acquired and liabilities assumed. In determining the
fair values of assets acquired and liabilities assumed, we use various recognized valuation methods including the income and
market 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 and
assumptions 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 a
relative fair value basis. Goodwill is not recognized in an asset acquisition.

NOTE 3. RESTRUCTURING CHARGES

Beginning in the 2020 second quarter, we initiated several regional restructuring plans to achieve cost savings in response

to the decline in lodging demand caused by COVID-19. We substantially completed our above-property programs as of
December 31, 2020 and our property-level programs as of September 30, 2021.

The following table presents our restructuring liability activity during the period:

($ in millions)

Balance at December 31, 2020

Charges

Cash payments

Other

Balance at December 31, 2021, classified in “Accrued expenses and other”

NOTE 4. EARNINGS PER SHARE

Employee termination benefits

143

—

(122)

(6)

The table below illustrates the reconciliation of the earnings and number of shares used in our calculations of basic and

diluted earnings per share, the latter of which uses the treasury stock method in order to calculate the dilutive effect of the
Company’s potential common stock:

(in millions, except per share amounts)

Computation of Basic Earnings Per Share

Net income (loss)

Shares for basic earnings per share

Basic earnings (loss) per share

Computation of Diluted Earnings Per Share

Net income (loss)

Shares for basic earnings per share

Effect of dilutive securities

Stock-based compensation(1)

Shares for diluted earnings per share

2021

2020

2019

1,099 $

327.2

3.36 $

1,099 $

327.2

2.1

329.3

(267) $

325.8

(0.82) $

(267) $

325.8

—

325.8

1,273

332.7

3.83

1,273

332.7

2.8

335.5

Diluted earnings (loss) per share
$
(1) For the calculation of diluted loss per share for 2020, we excluded share-based compensation securities of 1.4 million because the effect

(0.82) $

3.34 $

3.80

was anti-dilutive.

NOTE 5. STOCK-BASED COMPENSATION

RSUs and PSUs

We granted RSUs in 2021 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 2021 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 2023 adjusted EBITDA performance and relative
total stockholder return over the 2021 to 2023 performance period.

In the 2020 third quarter, as part of our effort to encourage associate retention in response to the severe impact of

COVID-19 on our industry and the Company, we accelerated the issuance of RSU awards to certain officers and employees that
ordinarily would have been made in the 2021 first quarter, and those units generally vest over four years and five months, with
one quarter of the units vesting one year and five months after the grant date and the remaining units vesting in equal annual
installments thereafter. We did not accelerate the issuance of awards for our most senior executives.

We had deferred compensation costs for unvested awards for RSUs, including PSUs, of approximately $189 million at

year-end 2021 and $301 million at year-end 2020. The weighted average remaining term for RSUs outstanding at year-end
2021 was 2.2 years.

The following table provides additional information on RSUs, including PSUs, for the last three fiscal years:

Stock-based compensation expense (in millions)

Weighted average grant-date fair value (per unit)

Aggregate intrinsic value of distributed RSUs (in millions)

2021

2020

2019

171 $

141 $

205 $

188 $

101 $

234 $

177

117

276

The following table presents the changes in our outstanding RSUs, including PSUs, during 2021 and the associated

weighted average grant-date fair values:

Outstanding at year-end 2020

Granted

Distributed

Forfeited

Outstanding at year-end 2021

Other Information

Number of RSUs
(in millions)

Weighted Average Grant-Date
Fair Value (per unit)

5.8 $

0.5 $

(1.7) $

(0.2) $

4.4 $

107

141

113

106

109

At year-end 2021, we had 25 million remaining shares authorized under the Marriott and Starwood Hotels & Resorts

Worldwide, LLC, formerly known as Starwood Hotels & Resorts Worldwide, Inc. (“Starwood”) stock plans.

NOTE 6. INCOME TAXES

The components of our earnings (losses) before income taxes for the last three fiscal years consisted of:

($ in millions)

U.S.
Non-U.S.

2021

2020

2019

890 $

290

1,180 $

(320) $

(146)

(466) $

549

1,050

1,599

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

($ in millions)

2021

2020

2019

Current

-U.S. Federal

99 $

9 $

-U.S. State

-Non-U.S.

Deferred

-U.S. Federal

-U.S. State

-Non-U.S.

(86)

(122)

(37)

(118)

(41)

(78)

(110)

180

309

(81) $

199 $

(272)

(57)

(161)

(490)

141

(16)

164

(326)

Unrecognized Tax Benefits

The following table reconciles our unrecognized tax benefit balance for each year from the beginning of 2019 to the end

of 2021:

Amount

($ in millions)
Unrecognized tax benefit at beginning of 2019

Change attributable to tax positions taken in prior years

Change attributable to tax positions taken during the current period

Decrease attributable to settlements with taxing authorities

Unrecognized tax benefit at year-end 2019

Change attributable to tax positions taken in prior years

Change attributable to tax positions taken during the current period

Decrease attributable to settlements with taxing authorities

Unrecognized tax benefit at year-end 2020

Change attributable to tax positions taken in prior years

Change attributable to tax positions taken during the current period

Decrease attributable to settlements with taxing authorities

Unrecognized tax benefit at year-end 2021

623

(13)

(54)

569

(66)

(43)

464

(134)

—

(48)

282

Our unrecognized tax benefit balances included $266 million at year-end 2021, $410 million at year-end 2020, and $498

million at year-end 2019 of tax positions that, if recognized, would impact our effective tax rate. It is reasonably possible that
within the next 12 months we will reach resolution of income tax examinations in one or more jurisdictions. The actual amount
of any change to our unrecognized tax benefits could vary depending on the timing and nature of the settlement. Therefore, an
estimate of the change cannot be provided. We recognize accrued interest and penalties for our unrecognized tax benefits as a
component of tax expenses. Related interest (benefit) expense totaled $(21) million in 2021, $(15) million in 2020, and $28
million in 2019. We accrued interest and penalties related to our unrecognized tax benefits of approximately $45 million at
year-end 2021 and $85 million at year-end 2020.

We file income tax returns, including returns for our subsidiaries, in various jurisdictions around the world. The U.S.
Internal Revenue Service (“IRS”) has examined our federal income tax returns, and as of year-end 2021, we have settled all
issues for Marriott for tax years through 2015 and for tax year 2018. For Starwood, we have settled all tax years through 2016,
the year the acquisition was completed. Our Marriott 2016, 2017, and 2019 through 2021 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 and
liabilities and their tax bases, as well as from net operating loss and tax credit carry-forwards. We state those balances at the
enacted 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 these
future deductions and credits. We establish a valuation allowance when we no longer consider it more likely than not that a
deferred tax asset will be realized.

The following table presents the tax effect of each type of temporary difference and carry-forward that gave rise to

significant portions of our deferred tax assets and liabilities as of year-end 2021 and year-end 2020:

($ in millions)
Deferred Tax Assets

Employee benefits

Net operating loss carry-forwards

Accrued expenses and other reserves

Receivables, net

Tax credits

Loyalty Program

Deferred income

Lease liabilities

Interest Limitation

Other

Deferred tax assets

Valuation allowance

Deferred tax assets after valuation allowance

Deferred Tax Liabilities

Equity method investments

Property and equipment

Intangibles

Right-of-use assets

Self-insurance

Deferred tax liabilities

Net deferred taxes

At Year-End
2021

At Year-End
2020

235 $

771

191

181

336

163

2,073

(984)

1,089

(40)

(9)

(666)

(290)

(25)

(1,030)

59 $

262

818

214

367

252

—

2,125

(1,009)

1,116

(29)

(42)

(663)

(197)

(19)

(950)

166

Our valuation allowance is primarily attributable to non-U.S. net operating loss carry-forwards.

At year-end 2021, we had approximately $36 million of tax credits that will expire through 2031 and $18 million of tax

credits that do not expire. We recorded $51 million of net operating loss benefits in 2021 and $44 million in 2020. At year-end
2021, we had approximately $3,778 million of primarily state and foreign net operating losses, of which $1,738 million will
expire through 2041.

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 those
earnings to an affiliate or if we sell our interests in the non-U.S. subsidiaries. We cannot practically estimate the amount of
additional taxes that might be payable on the undistributed earnings.

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:

U.S. statutory tax rate

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

Non-U.S. income

Change in valuation allowance

Change in uncertain tax positions

Permanent items

Tax on asset dispositions

Excess tax benefits related to equity awards

U.S. tax on foreign earnings

Other, net

Effective rate

2021

2020

2019

21.0 %

2.7

(0.5)

(0.7)

(12.0)

(0.5)

(0.7)

(2.8)

0.4

(0.1)

6.8 %

21.0 %

3.8

12.5

(20.0)

12.2

9.4

0.0

6.4

(3.0)

0.6

42.9 %

21.0 %

1.6

(3.3)

3.4

1.9

1.3

(0.7)

(3.2)

0.1

(1.7)

20.4 %

The non-U.S. income tax benefit presented in the table above includes tax-exempt income in Hong Kong and Singapore,

and a deemed interest deduction in Switzerland, which collectively represented 3.2% in 2021, 12.9% in 2020, and 8.8% in
2019. We included the impact of these items in the non-U.S. income line above because we consider them to be equivalent to a
reduction of the statutory tax rates in these jurisdictions. Pre-tax income in Switzerland, Singapore, and Hong Kong totaled
$255 million in 2021, $314 million in 2020, and $709 million in 2019.

The non-U.S. income tax benefit also includes U.S. income tax expense on non-U.S. operations, which represents (0.5)%

in 2021, 0.8% in 2020, and 2.0% in 2019. We included the impact of this tax in the non-U.S. income line above because we
consider this tax to be an integral part of the foreign taxes.

Other Information

We paid cash for income taxes, net of refunds, of $362 million in 2021, $279 million in 2020, and $526 million in 2019.

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 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 (excluding contingent purchase obligations) for which we are the
primary obligor at year-end 2021 in the following table:

($ in millions)
Guarantee Type

Debt service

Operating profit

Other

Maximum Potential
Amount
of Future Fundings

Recorded
Liability for
Guarantees

20 $

189

227 $

118

127

Our liability at year-end 2021 for guarantees for which we are the primary obligor is reflected in our Balance Sheets as

$17 million of “Accrued expenses and other” and $110 million of “Other noncurrent liabilities.”

Our maximum potential guarantees listed in the preceding table include $42 million of operating profit guarantees and $3
million of other 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.

Contingent Purchase Obligation

Sheraton Grand Chicago. In 2017, we granted the owner a one-time right to require us to purchase the leasehold interest in
the land and the hotel for $300 million in cash (the “put option”). In the 2021 third quarter, we entered into an amendment with
the owner to move the exercise period of the put option from the 2022 first half to the 2024 first half. If the owner exercises the
put option, the closing is expected to occur in the 2024 fourth quarter, and we have the option to purchase, at the same time the
put transaction closes, the fee simple interest in the underlying land for an additional $200 million in cash. We account for the
put option as a guarantee, and our recorded liability was $300 million at year-end 2021 and 2020.

We concluded that the entity that owns the Sheraton Grand Chicago hotel is a variable interest entity. We did not

consolidate 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 purchase
price and the fair value of the hotel at the time that the put option is exercised, plus the maximum funding amount of an
operating profit guarantee that we provided for the hotel.

Commitments

At year-end 2021, 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 $409 million. We expect to
purchase goods and services subject to these commitments as follows: $227 million in 2022, $71 million in 2023, $88 million in
2024, and $23 million thereafter.

Letters of Credit

At year-end 2021, we had $148 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 2021 totaled $162 million, most of
which 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 was
unauthorized access to the Starwood network since 2014 and that an unauthorized party had copied information from the
Starwood reservations database and taken steps towards removing it. The Starwood reservations database is no longer used for
business operations.

Expenses and Insurance Recoveries

In 2021, we recorded $24 million of expenses and $19 million of accrued insurance recoveries related to the Data Security

Incident; in 2020, we recorded an $11 million net reversal of expenses and $29 million of accrued insurance recoveries related
to the Data Security Incident; and in 2019, we recorded $148 million of expenses and $84 million of accrued insurance
recoveries related to the Data Security Incident. We received insurance recoveries of $23 million in 2021 and $47 million in
2020. We recognize insurance recoveries when they are probable of receipt and present them in our Income Statements in the
same caption as the related expense, up to the amount of total expense incurred in prior and current periods. We present
expenses and insurance recoveries related to the Data Security Incident in either the “Reimbursed expenses” or “Restructuring
and merger-related charges” captions of our Income Statements.

Litigation, Claims, and Government Investigations

Following our announcement of the Data Security Incident, approximately 100 lawsuits were filed by consumers and

others against us in U.S. federal, U.S. state and Canadian courts related to the incident. All but one of the U.S. cases were
consolidated and transferred to the U.S. District Court for the District of Maryland, pursuant to orders of the U.S. Judicial Panel

on Multidistrict Litigation (the “MDL”). The plaintiffs in the U.S. and Canadian cases, who generally purport to represent
various classes of consumers, generally claim to have been harmed by alleged actions and/or omissions by the Company in
connection with the Data Security Incident and assert a variety of common law and statutory claims seeking monetary damages,
injunctive relief, costs and attorneys’ fees, and other related relief. Among the U.S. cases consolidated in the MDL proceeding
is a putative class action lawsuit that was filed on December 1, 2018 against the Company and certain of our current and former
officers and directors, alleging violations of the federal securities laws in connection with statements regarding our
cybersecurity systems and controls, and seeking certification of a class of affected persons, unspecified monetary damages,
costs and attorneys’ fees, and other related relief (the “Securities Case”). The MDL proceeding also included two shareholder
derivative complaints that were filed on February 26, 2019 and March 15, 2019, respectively, against the Company and certain
of our current and former officers and directors, alleging, among other claims, breach of fiduciary duty, corporate waste, unjust
enrichment, mismanagement and violations of the federal securities laws, and seeking unspecified monetary damages and
restitution, changes to the Company’s corporate governance and internal procedures, costs and attorneys’ fees, and other related
relief (the “MDL Derivative Cases”). A separate shareholder derivative complaint was filed in the Delaware Court of Chancery
on December 3, 2019 against the Company and certain of our current and former officers and directors, alleging claims and
seeking relief generally similar to the claims made and relief sought in the other two derivative cases. This case was not
consolidated with the MDL proceeding. We filed motions to dismiss in connection with all of the U.S. cases. Our motions to
dismiss the Securities Case and the MDL Derivative Cases were granted in June 2021. The plaintiff in the Securities Case has
appealed the dismissal and that appeal is still pending. The plaintiffs in the MDL Derivative Cases have not appealed. Motions
to dismiss in the other MDL cases have been denied in part or in whole and these cases remain at varying stages. Our motion to
dismiss the Delaware derivative case was granted in October 2021 and no appeal was filed. A putative class action lawsuit
brought on behalf of financial institutions has been voluntarily dismissed. The Canadian cases have effectively been
consolidated into a single case in the province of Ontario. We dispute the allegations in the lawsuits described above and are
vigorously defending against such claims. In April 2019, we received a letter purportedly on behalf of a stockholder of the
Company (also one of the named plaintiffs in the Securities Case described above) demanding that our Board of Directors take
action against certain of the Company’s current and former officers and directors to recover damages for alleged breaches of
fiduciary duties and related claims arising from the Data Security Incident. In October 2021, we received a letter purportedly on
behalf of another stockholder of the Company (also one of the named plaintiffs in one of the dismissed MDL Derivative Cases
described above) demanding that our Board of Directors take action against certain of the Company’s current and former
officers and directors to recover damages for alleged breaches of fiduciary duties and other claims related to the Data Security
Incident or associated disclosures. The Board of Directors has constituted a demand review committee to investigate the claims
made in these demand letters, and the committee has retained independent counsel to assist with the investigations. The
committee has completed its investigation and reported its findings and recommendations to our Board of Directors, which
thereafter resolved, in February 2022, to reject the demands in their entirety. In addition, on August 18, 2020, a purported
representative action was brought against us in the High Court of Justice for England and Wales on behalf of an alleged
claimant class of English and Welsh residents alleging breaches of the General Data Protection Regulation and/or the U.K. Data
Protection Act 2018 (the “U.K. DPA”) in connection with the Data Security Incident. We dispute all of the allegations in this
purported action and will vigorously defend against any such claims. On November 5, 2020, the court issued an order with the
consent of all parties staying this action pending resolution of another case raising similar issues, but not involving the
Company. That other case was decided by the U.K. Supreme Court on November 10, 2021 and we are assessing next steps in
light of the decision.

In addition, numerous U.S. federal, U.S. state and foreign governmental authorities made inquiries, opened investigations,

or requested information and/or documents related to the Data Security Incident and related matters, including Attorneys
General offices from all 50 states and the District of Columbia, the Federal Trade Commission, the Securities and Exchange
Commission, certain committees of the U.S. Senate and House of Representatives, the Information Commissioner’s Office in
the United Kingdom (the “ICO”) as lead supervisory authority in the European Economic Area, and regulatory authorities in
various other jurisdictions. With the exception of the ICO proceeding, which was resolved in October 2020, these matters
generally remain open. We are in discussions with the U.S. state Attorneys General, the U.S. Federal Trade Commission, and
certain regulatory authorities in other jurisdictions to resolve their investigations and requests.

While we believe it is reasonably possible that we may incur additional losses associated with the above described
proceedings and investigations related to the Data Security Incident, it is not possible to estimate the amount of loss or range of
loss, if any, in excess of the amounts already incurred that might result from adverse judgments, settlements, fines, penalties or
other resolution of these proceedings and investigations based on the current stage of these proceedings and investigations, 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, if applicable, and/or the lack of resolution of significant factual and legal issues.

NOTE 8. LEASES

We 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 for 2021, 2020, and 2019:

($ in millions)
Operating lease cost

Variable lease cost

2021

2020

2019

149 $

157 $

185

113

We recorded impairment charges of $116 million in 2020 and $99 million in 2019 in the “Depreciation, amortization, and
other” caption of our Income Statements to reduce the carrying amount of certain U.S. & Canada hotel leases right-of-use assets
and property and equipment, including leasehold improvements. The impairment charges recorded in 2020 were due to the
impact of COVID-19. We determined that we may not be able to fully recover the carrying amount of these U.S. & Canada
hotel leases after evaluating the assets for recovery due to declines in market performance and future cash flow projections. We
estimated the fair value using an income approach reflecting internally developed Level 3 discounted cash flows that included,
among other things, our expectations of future cash flows based on historical experience and projected growth rates, usage
estimates and demand trends. Additionally, during the year ended 2019, we recorded an expense of $34 million in the
“Restructuring and merger-related charges” caption of our Income Statements due to the impairment of a Legacy-Starwood
office building accounted for as a finance lease.

The following table presents our future minimum lease payments at year-end 2021:

($ in millions)
2022

2023

2024

2025

2026

Thereafter

Total minimum lease payments

Less: Amount representing interest

Present value of minimum lease payments

Operating Leases

Finance Leases

191

150

141

133

109

942

1,666

418

1,248

122

192

146

The following table presents the composition of our current and noncurrent lease liability at year-end 2021 and 2020:

($ in millions)

Current (1)
Noncurrent (2)

December 31, 2021

December 31, 2020

Operating Leases

Finance Leases

Operating Leases

Finance Leases

150 $

1,098

1,248 $

7 $

139

146 $

147 $

823

970 $

146

153

(1)

(2)

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.

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 2021 and 2020:

Weighted Average Remaining Lease Term (in years)

Weighted Average Discount Rate

2021

2020

Operating leases

Finance leases

Operating leases

Finance leases

4.2 %

4.4 %

4.6 %

4.4 %

The following table presents supplemental cash flow information for 2021 and 2020:

($ in millions)
Cash paid for amounts included in the measurement of lease liabilities:

Operating cash outflows for operating leases

Lease assets obtained in exchange for lease obligations:

Operating leases

2021

2020

181 $

463

162

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 2021 and 2020:

($ in millions)

Senior Notes:

At Year-End
2021

At Year-End
2020

Series L Notes, interest rate of 3.3%, face amount of $173, maturing September 15, 2022
(effective interest rate of 3.4%)

173 $

Series N Notes, interest rate of 3.1%, face amount of $400, redeemed August 9, 2021
(effective interest rate of 3.4%)

Series O Notes, interest rate of 2.9%, face amount of $450, matured March 1, 2021
(effective interest rate of 3.1%)

Series P Notes, interest rate of 3.8%, face amount of $350, maturing October 1, 2025
(effective interest rate of 4.0%)

Series Q Notes, interest rate of 2.3%, face amount of $399, matured January 15, 2022
(effective interest rate of 2.5%)

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

Series U Notes, interest rate of 3.1%, face amount of $291, maturing February 15, 2023
(effective interest rate of 3.1%)

Series V Notes, interest rate of 3.8%, face amount of $318, maturing March 15, 2025
(effective interest rate of 2.8%)

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

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

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

Series AA Notes, interest rate of 4.7%, face amount of $300, maturing December 1, 2028
(effective interest rate of 4.8%)

Series BB Notes, floating rate, face amount of $300, matured March 8, 2021

Series CC Notes, interest rate of 3.6%, face amount of $550, maturing April 15, 2024
(effective interest rate of 3.9%)

Series DD Notes, interest rate of 2.1%, face amount of $224, maturing October 3, 2022
(effective interest rate of 1.2%)

Series EE Notes, interest rate of 5.8%, face amount of $600, maturing May 1, 2025
(effective interest rate of 6.0%)

Series FF Notes, interest rate of 4.6%, face amount of $1,000, maturing June 15, 2030
(effective interest rate of 4.8%)

Series GG Notes, interest rate of 3.5%, face amount of $1,000, maturing October 15, 2032
(effective interest rate of 3.7%)

Series HH Notes, interest rate of 2.9%, face amount of $1,100, maturing April 15, 2031
(effective interest rate of 3.0%)

Series II Notes, interest rate of 2.8%, face amount of $700, maturing October 15, 2033
(effective interest rate of 2.8%)

Credit Facility

Finance lease obligations

Other

Less current portion

—

347

399

746

291

327

290

445

349

297

—

566

226

595

987

986

1,090

693

1,050

146

135

173

399

450

346

398

745

291

330

290

445

348

297

300

586

228

1,583

986

985

—

900

153

143

10,138 $

(805)

9,333 $

10,376

(1,173)

9,203

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. 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 January 2022, we made a $404 million cash payment of principal and interest to retire, at maturity, all of our

outstanding Series Q Notes.

In September 2021, we issued $700 million aggregate principal amount of 2.750 percent Series II Notes due October 15,

In August 2021, we redeemed all $400 million aggregate principal amount of our Series N Notes due in October 2021.

In March 2021, we issued $1.1 billion aggregate principal amount of 2.850 percent Series HH Notes due April 15, 2031
(the “Series HH Notes”). We pay interest on the Series HH Notes in April and October of each year. We received net proceeds
of approximately $1.089 billion from the offering of the Series HH Notes, after deducting the underwriting discount and
estimated expenses, which were made available for general corporate purposes, including the repayment of a portion of our
outstanding borrowings under the Credit Facility.

We are party to a multicurrency revolving credit agreement (as amended, the “Credit Facility”) that provides for up to
$4.5 billion of aggregate borrowings for general corporate needs, including working capital, capital expenditures, letters of
credit, acquisitions, and to support our commercial paper program if and when we resume issuing commercial paper.
Borrowings under the Credit Facility generally bear interest at LIBOR (the London Interbank Offered 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 (if any) as long-term
based on our ability and intent to refinance the outstanding borrowings on a long-term basis. The Credit Facility expires on June
28, 2024. In 2021, we made borrowings of $1.7 billion and repayments of $1.5 billion. Our total outstanding borrowings under
the Credit Facility were $1.1 billion as of year-end 2021.

We entered into amendments to the Credit Facility in April 2020 and January 2021 (the “Credit Facility Amendments”).
The debt leverage covenant in the Credit Facility, which is tested each quarter and was waived pursuant to the Credit Facility
Amendments through and including the fourth quarter of 2021, resumes beginning with the quarter ending March 31, 2022. The
Credit Facility Amendments adjusted the required leverage levels for this covenant when it is re-imposed (starting at 5.50 to
1.00 for the test period ending on March 31, 2022 and gradually stepping down to 4.00 to 1.00 over the succeeding five fiscal
quarters, as further described in the Credit Facility). The Credit Facility Amendments also amended certain other terms of the
Credit Facility, including reducing the rate floor for the LIBOR Daily Floating Rate and the Eurocurrency Rate.

The following table presents future principal payments, net of discounts, premiums, and debt issuance costs, for our debt

at year-end 2021:

Debt Principal Payments ($ in millions)

Amount

2022

2023

2024

2025

2026

Thereafter

Balance at year-end 2021

805

683

1,624

1,311

756

4,959

10,138

We paid cash for interest, net of amounts capitalized, of $391 million in 2021, $377 million in 2020, and $348 million in

2019.

NOTE 10. INTANGIBLE ASSETS AND GOODWILL

The following table details the composition of our intangible assets at year-end 2021 and 2020:

($ in millions)
Definite-lived Intangible Assets

Costs incurred to obtain contracts with customers

Contracts acquired in business combinations and other

Accumulated amortization

Indefinite-lived Intangible Brand Assets

At Year-End 2021

At Year-End 2020

1,875 $

2,187

4,062

(1,052)

3,010

5,916

8,926 $

1,674

2,257

3,931

(937)

2,994

5,995

8,989

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, ranging from 15 to 30 years. In 2020, we recorded impairment
charges totaling $64 million in the “Contract investment amortization” caption of our Income Statements to reduce the carrying
amount of certain capitalized costs incurred to obtain contracts with customers, primarily due to the impact of COVID-19, most
of which we recorded in our U.S. & Canada business segment.

For contracts acquired in business combinations and other intangible assets, we recorded amortization expense of $165

million in 2021, $97 million in 2020, and $105 million in 2019 (of which $62 million in 2021 and none in 2020 and 2019 was
included in the “Reimbursed expenses” caption of our Income Statements). For these assets, we estimate that our aggregate
amortization expense will be $163 million in 2022, $147 million in 2023, $134 million in 2024, $122 million in 2025, and $110
million in 2026.

The following table details the carrying amount of our goodwill at year-end 2021 and 2020:

($ in millions)

Balance at year-end 2020

Foreign currency translation

Balance at year-end 2021

U.S. & Canada

International

Total
Goodwill

5,347 $

5,348 $

3,828 $

(103)

3,725 $

9,175

(102)

9,073

NOTE 11. PROPERTY AND EQUIPMENT

The following table presents the composition of our property and equipment balances at year-end 2021 and 2020:

($ in millions)

Land

Buildings and leasehold improvements

Furniture and equipment

Construction in progress

Accumulated depreciation

At Year-End 2021 At Year-End 2020

686 $

985

545

137

2,353

(850)

1,503 $

688

1,045

640

2,402

(888)

1,514

We record property and equipment at cost, including interest and real estate taxes we incur during development and
construction. 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 and
maintenance costs when we incur them. We compute depreciation using the straight-line method over the estimated useful lives
of 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 $138 million in 2021, $322 million in 2020, and $346 million in 2019 (of which
$49 million in 2021, $109 million in 2020, and $121 million in 2019 was included in the “Reimbursed expenses” caption of our
Income Statements). Fixed assets attributed to operations located outside the U.S. were $623 million at year-end 2021 and $679
million at year-end 2020. Our gross depreciation expense included impairment charges for property and equipment, including

leasehold improvements, and right-of-use assets on several U.S. & Canada leased hotels in 2020 and 2019, which we discussed
in Note 8.

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 values and the fair values of noncurrent financial assets and liabilities that qualify as financial
instruments, determined under current guidance for disclosures on the fair value of financial instruments, in the following table:

($ in millions)

Senior, mezzanine, and other loans

Total noncurrent financial assets

Senior Notes

Credit Facility

Other long-term debt

Other noncurrent liabilities

At Year-End 2021

At Year-End 2020

Carrying
Amount

Fair Value

Carrying
Amount

Fair Value

144 $

131 $

159 $

142

(8,009) $

(8,480) $

(8,031) $

(8,941)

(1,050)

(135)

(414)

(1,050)

(140)

(414)

(900)

(126)

(426)

(900)

(128)

(426)

Total noncurrent financial liabilities

(9,608) $

(10,084) $

(9,483) $

(10,395)

We estimate the fair value of our senior, mezzanine, and other loans by discounting cash flows using risk-adjusted rates,

both of which are Level 3 inputs.

We determine the fair value of our Senior Notes using quoted market prices, which are directly observable Level 1 inputs.
When we have outstanding commercial paper, we use pricing from recent transactions as Level 2 inputs in estimating fair value.
The carrying value of our Credit Facility borrowings approximate fair value because they bear interest at a market rate. We
estimate the fair value of our other long-term debt, excluding leases, using expected future payments discounted at risk-adjusted
rates, which are Level 3 inputs. Our other noncurrent liabilities consist of guarantees. As we note in the “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 2021 and year-end 2020, we determined that the carrying
values 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 fair

value.

NOTE 13. ACCUMULATED OTHER COMPREHENSIVE LOSS

The following table details the accumulated other comprehensive loss activity for 2021, 2020, and 2019:

($ in millions)

Balance at year-end 2018

Other comprehensive income before reclassifications (1)

Reclassification adjustments

Net other comprehensive income (loss)

Balance at year-end 2019

Other comprehensive income before reclassifications (1)

Reclassification adjustments

Net other comprehensive income (loss)

Balance at year-end 2020

Other comprehensive (loss) income before reclassifications (1)

Reclassification adjustments

Net other comprehensive (loss) income

Balance at year-end 2021

Foreign Currency
Translation
Adjustments

Derivative Instrument
and Other Adjustments

Accumulated Other
Comprehensive Loss

(403) $

12 $

—

(368) $

229

—

229

(139) $

(212)

—

(212)

(351) $

(7)

(5)

7 $

(10)

(3)

4 $

—

9 $

(391)

(7)

(361)

236

(10)

226

(135)

(207)

—

(207)

(342)

(1)

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 gains (losses) of $40 million for 2021, $(44) million for 2020, and $6 million for 2019.

NOTE 14. BUSINESS SEGMENTS

Beginning in the 2021 first quarter, we modified our segment structure due to a change in the way our chief operating

decision maker evaluates results and allocates resources within the Company, resulting in the following two operating
segments, both of which meet the applicable accounting criteria for separate disclosure as a reportable business segment: United
States and Canada (“U.S. & Canada”) and International. We revised the prior period amounts shown in the tables below to
conform to our current presentation.

We evaluate the performance of our operating segments using “segment profits/loss” which is based largely on the results

of the segment without allocating corporate expenses, income taxes, indirect general, administrative, and other expenses,
merger-related costs, or most above-property restructuring charges. We assign gains and losses, equity in earnings or losses,
direct general, administrative, and other expenses, and other restructuring charges to each of our segments. “Unallocated
corporate and other” includes a portion of our revenues (including license fees we receive from our credit card programs and
fees from vacation ownership licensing agreements), revenues and expenses for our Loyalty Program, general, administrative,
and other expenses, restructuring and merger-related charges, equity in earnings or losses, and other gains or losses that we do
not allocate to our segments.

Our chief operating decision maker monitors assets for the consolidated Company but does not use assets by operating

segment when assessing performance or making operating segment resource allocations.

Segment Revenues

The following table presents our revenues disaggregated by segment and major revenue stream for the last three fiscal

years:

($ in millions)

Gross fee revenues

2021

2020

2019

U.S. &
Canada

International Total

U.S. &
Canada

International Total

U.S. &
Canada

International Total

1,580 $

568 $ 2,148 $

Contract investment amortization

(55)

(20)

(75)

Net fee revenues

Owned, leased, and other revenue

Cost reimbursement revenue

1,525

282

8,549

548

2,073

467

749

1,239

9,788

914 $

(108)

806

198

6,901

338 $ 1,252 $

2,265 $

1,032 $ 3,297

(24)

(132)

(48)

(14)

(62)

314

1,120

317

515

966

7,867

2,217

715

13,901

1,018

3,235

841

1,556

1,685

15,586

Total reportable segment revenue $

10,356 $

2,254 $ 12,610 $

7,905 $

1,597 $ 9,502 $

16,833 $

3,544 $ 20,377

Unallocated corporate and other

Total revenue

1,247

$ 13,857

1,069

$ 10,571

595

$ 20,972

Revenues attributed to operations located outside the U.S. were $2,615 million in 2021, $1,910 million in 2020, and

$4,400 million in 2019, including cost reimbursement revenue outside the U.S. of $1,553 million in 2021, $1,247 million in
2020, and $2,394 million in 2019.

Segment Profits and Losses

($ in millions)

U.S. & Canada (1)

International (2)

Unallocated corporate and other

Interest expense, net of interest income

(Provision) benefit for income taxes

Net income (loss)
(1)

2021

2020

2019

1,394 $

198 $

2,000

258

(80)

(392)

(81)

(222)

(24)

(418)

199

804

(837)

(368)

(326)

1,099 $

(267) $

1,273

Includes cost reimbursements, net of $51 million in 2021, $(80) million in 2020, and $(129) million in 2019.

(2)

Includes cost reimbursements, net of $14 million in 2021, $(55) million in 2020, and $(18) million in 2019.

Segment profits (losses) attributed to operations located outside the U.S. were $297 million in 2021, $(198) million in
2020, and $982 million in 2019, including cost reimbursements, net (cost reimbursement revenue, net of reimbursed expenses)
outside the U.S. of $14 million in 2021, $(62) million in 2020, and $(18) million in 2019.

Depreciation, Amortization, and Other

($ in millions)
U.S. & Canada

International

Unallocated corporate and other

Capital Expenditures

($ in millions)
U.S. & Canada

International

Unallocated corporate and other

2021

2020

2019

92 $

209 $

106

113

220 $

346 $

2021

2020

2019

13 $

12 $

158

106

183 $

135 $

218

341

287

166

200

653

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.

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

Reimbursed expenses

Equity in (losses) earnings

Summarized Financial Information for Investees

2021

2020

2019

104 $

107 $

(105)

(24)

(110)

(141)

233

(236)

The following tables present summarized financial information for the entities in which we have equity method

investments:

($ in millions)
Sales

Net (loss) income

2021

2020

2019

283 $

(37)

259 $

(212)

815

($ in millions)
Total Assets (primarily composed of hotel real estate managed by us)

Total Liabilities

At Year-End 2021

At Year-End 2020

1,229 $

865

2,348

1,623

The carrying amount of our equity method investments was $387 million at year-end 2021 and $422 million at year-end
2020. This value exceeded our share of the book value of the investees’ net assets by $257 million at year-end 2021 and $294
million at year-end 2020, primarily due to the value that we assigned to land, contracts, and buildings owned by the investees.

In 2020, we recorded impairment charges of $77 million in the “Equity in (losses) earnings” caption of our Income
Statements to reduce the carrying amount of certain investments, primarily due to the impact of COVID-19, most of which we
recorded in our U.S. & Canada business segment.

Other Related Parties

We earned management fees of approximately $6 million in 2021, $3 million in 2020, and $12 million in 2019, plus

reimbursement of certain expenses, from our operation of properties in which JWM Family Enterprises, L.P., which is
beneficially 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
$1 million in 2021, plus reimbursement of certain expenses, and no revenues in 2020 and 2019 from managed and franchised
properties in which other members of the Marriott family hold varying interests.

NOTE 16. RELATIONSHIP WITH MAJOR CUSTOMER

Host Hotels & Resorts, Inc., formerly known as Host Marriott Corporation, and its affiliates (“Host”) owned or leased 56

lodging properties at year-end 2021 and 59 at year-end 2020 that we operated or franchised. Over the last three years, we
recognized revenues, including cost reimbursement revenue, of $1,192 million in 2021, $1,037 million in 2020, and $2,406
million in 2019 from those lodging properties, and included those revenues in our U.S. & Canada and International reportable
business segments.

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) and
15d-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 and
procedures, which by their nature, can provide only reasonable assurance about management’s control objectives. You should
note 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 that
our 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 and
communicate 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 10-
K, and we incorporate those reports here by reference.

We made no changes in internal control over financial reporting during the fourth quarter of 2021 that materially affected,

or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information.

None.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

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 2022 Annual Meeting of Stockholders.

Item 10. Directors, Executive Officers, and Corporate
Governance.

Item 11. Executive Compensation.

Item 12. Security Ownership of Certain Beneficial Owners
and Management and Related Stockholder Matters.

We incorporate this information by reference to “Nominees to
our 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.

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

We incorporate this information by reference to the
“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.

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

We include below certain information on our executive officers. This information is as of February 1, 2022, except where

indicated.

Name and Title

J.W. Marriott, Jr.
Executive Chairman and
Chairman of the Board

Anthony G. Capuano
Chief Executive Officer

Ty Breland
Executive Vice President
and Chief Human Resources Officer

Age
89

Business Experience
J.W. Marriott, Jr. was elected Executive Chairman effective March 31, 2012,
having relinquished his position as Chief Executive Officer. He served as
Chief Executive Officer of the Company and its predecessors since 1972. He
joined Marriott in 1956, became President and a Director in 1964, Chief
Executive Officer in 1972, and Chairman of the Board in 1985. Mr. Marriott
serves on the Board of Trustees of The J. Willard & Alice S. Marriott
Foundation and is an honorary member of the World Travel & Tourism
Council. Mr. Marriott has served as a Director of the Company and its
predecessors since 1964. He holds a Bachelor of Science degree in Banking
and Finance from the University of Utah. Mr. Marriott plans to transition to
the role of Chairman Emeritus in 2022.

56 Anthony G. Capuano was appointed Chief Executive Officer (“CEO”)

effective February 21, 2021. 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 part of 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 full-service 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
began his professional career in Laventhol and Horwath’s Boston-based
Leisure Time Advisory Group. He then joined Kenneth Leventhal and
Company’s hospitality consulting group in Los Angeles, CA. Mr. Capuano
earned his bachelor’s degree in Hotel Administration from Cornell
University. He is an active member of the Cornell Hotel Society and a
member of The Cornell School of Hotel Administration Dean’s Advisory
Board. Mr. Capuano is also a member of the American Hotel and Lodging
Association’s Industry Real Estate Financial Advisory Council.

46 Ty Breland was appointed Executive Vice President and Chief Human

Resources Officer effective October 29, 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 leadership
development, organizational capability, and change management. Mr.
Breland also oversaw The Ritz-Carlton Leadership Center, including its
business strategy and sales efforts, and served as the senior Human
Resources leader for the company’s Global Development, Design &
Operations Services disciplines. Mr. Breland joined Marriott in 2004 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
2011-2015, Mr. Breland served as Regional Vice President of Human
Resources for the Eastern Region of the U.S. Before joining Marriott, Mr.
Breland worked for the Human Resources Research Organization as a
research consultant. He 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.

Name and Title

Liam Brown
Group President, United States and
Canada

Felitia Lee
Controller and
Chief Accounting Officer

Stephanie Linnartz
President

Business Experience

Age
61 Liam Brown became Group President, United States and Canada effective in
January 2021. Prior to this role, Mr. Brown served as the President and
Managing Director of Europe from 2018 to 2019, followed by Group
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 held by Mr. Brown include Chief Operations Officer for
the Americas for Select Service & Extended Stay Lodging and Owner &
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 Board of Directors of 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.

60 Felitia Lee became Marriott’s Controller and Chief Accounting Officer and
principal accounting officer in August 2020, with responsibility for the
accounting operations of the Company including oversight of Financial
Reporting & Analysis, Accounting Policy, General Accounting, Governance,
Risk Management (Insurance, Claims, Business Continuity, Fire & Life
Safety), Global Finance Shared Services, and Finance 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, a publicly-
traded retailer, since 2018, where she was responsible for financial reporting,
Sarbanes-Oxley processes, capital management, tax planning and
compliance. Prior to joining Kohl’s Corporation, Ms. Lee held numerous
positions with PepsiCo, Inc., a publicly-traded global food and beverage
company, culminating in Vice President and Controller of the Pepsi
Beverage Company after the merger of PepsiCo with two of its largest
bottlers in 2010. Earlier in her career, Ms. Lee held a variety of financial
leadership positions with such organizations as Pilkington, plc and Coopers
& Lybrand (an accounting firm now part of PricewaterhouseCoopers). She
earned her Bachelor of Science in Accounting from Santa Clara University.
She is a Certified Public Accountant and a member of the American Institute
of Certified Public Accountants.

53 Stephanie Linnartz was appointed President of Marriott effective February

22, 2021. In her role, she is responsible for developing and executing all
aspects of the Company’s global consumer strategy, including brand,
marketing, sales, revenue management, customer engagement, technology,
emerging businesses, and Marriott Bonvoy, the Company’s loyalty program.
In addition, she oversees Marriott’s global development, design, and
operations services functions. Before that, Ms. Linnartz was Group
President, Consumer Operations, Technology and Emerging Businesses
beginning in January 2020. Before assuming her position as Group
President, Ms. Linnartz, who began her Marriott career in 1997, served as
Global Chief Commercial Officer from 2013 to 2019; Global Officer, Sales
and Revenue Management from 2009 to 2013; Senior Vice President, Global
Sales from 2008 to 2009; Senior Vice President, Sales and Marketing
Planning and Support from 2005 to 2008; and prior to that, various roles in
Marriott’s Finance and Business Development Department. She currently
serves on the Board of Directors of The Home Depot. She holds a bachelor’s
degree in Political Science and Government from the College of the Holy
Cross, where she sits on the Board of Trustees, and earned her Master of
Business Administration from the College of William and Mary.

Name and Title

Kathleen K. Oberg
Chief Financial Officer and
Executive Vice President, Business
Operations

Rena Hozore Reiss
Executive Vice President and
General Counsel

Craig S. Smith
Group President, International

Age
61 Kathleen (“Leeny”) K. Oberg was appointed as Marriott’s Executive Vice

Business Experience

President and Chief Financial Officer effective January 1, 2016 and was
additionally designated Executive Vice President, Business Operations
beginning October 2021. Previously, Ms. Oberg was the Chief Financial
Officer for The Ritz-Carlton since 2013, where she contributed significantly
to the brand’s performance, growth, and organizational effectiveness. Prior
to assuming that role, Ms. Oberg served in a range of financial leadership
positions with Marriott. From 2008 to 2013, she was the Company’s Senior
Vice President, Corporate and Development Finance, where she led a team
that valued new hotel development projects and merger and acquisition
opportunities, prepared the Company’s long-range plans and annual budgets,
and made recommendations for the Company’s financial and capital
allocation strategy. From 2006 to 2008, Ms. Oberg served in London as
Senior Vice President, International Project Finance and Asset Management
for Europe and the Middle East and Africa, and as the region’s senior finance
executive. Ms. Oberg first joined Marriott as part of its Investor Relations
group in 1999. Before joining Marriott, Ms. Oberg held a variety of financial
leadership positions with such organizations as Sodexo (previously Sodexo
Marriott Services), Sallie Mae, Goldman Sachs, and Chase Manhattan Bank.
She currently serves on the Adobe Board of Directors. She earned her
Bachelor of Science in Commerce, with concentrations in Finance and
Management Information Systems from the University of Virginia, McIntire
School of Commerce and received her Master of Business Administration
from Stanford University Graduate School of Business.

62 Rena Hozore Reiss became Executive Vice President and General Counsel in

December 2017. Ms. Reiss previously held the position of Executive Vice
President, General Counsel and Corporate Secretary at Hyatt Hotels where
she led the global legal team and oversaw Hyatt’s risk management team and
corporate transactions group. Prior to her position with Hyatt, Ms. Reiss was
an attorney in Marriott’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. Before
joining Marriott, Ms. Reiss was a partner at Counts & Kanne, Chartered, in
Washington, D.C. and Associate General Counsel at the Miami Herald
Publishing Company. Ms. Reiss also serves on the Board of Directors of the
American Hotel and Lodging Association. She earned her A.B. from
Princeton University and her J.D. from Harvard Law School.

59 Craig S. Smith became Group President, International effective in January

2021. From October 2019 until December 2020, Mr. Smith was Group
President and Managing Director of Asia Pacific, and he previously served
as President and Managing Director of Asia Pacific since June 2015,
assuming the responsibility for the strategic leadership of all operational and
development functions spanning the region. Mr. Smith began his career with
Marriott in 1988. Before becoming President and Managing Director of Asia
Pacific, Mr. Smith served as President of Marriott’s Caribbean and Latin
America region from 2013 to 2015. Before moving to the Caribbean and
Latin America region in 2013, he was Executive Vice President and Chief
Operations Officer for Asia Pacific. As the son of an American diplomat,
Mr. Smith has lived in 13 countries, working in North America, the
Caribbean, Latin America, Asia Pacific, and Australia. Mr. Smith is chair of
the US-ASEAN Business Council. He is also on the board of the US-India
Strategic Partnership Forum (USISPF). He is fluent in Spanish and
conversant in Portuguese. Mr. Smith earned his Master of Business
Administration from the Rotman School of Management at the University of
Toronto and a Bachelor of Science from Brigham Young University.

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 our

Chairman of the Board, Chief 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 that website any future changes or amendments to our Code of Ethics, and any waiver of our Code of Ethics
that applies to our Chairman of the Board, 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 charge
that reflects the reproduction cost of such Exhibits. Requests should be made to the Secretary, Marriott
International, Inc., 10400 Fernwood Road, Department 52/862, Bethesda, MD 20817.

We have not filed as exhibits certain instruments defining the rights of holders of the long-term debt of Marriott
or 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.

Exhibit No.

Description

3.1

3.2

4.1

4.2

Restated Certificate of Incorporation.

Amended and Restated Bylaws.

Form of Common Stock Certificate.

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.

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

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

Exhibit No. 3.(ii) to our Form 8-K filed February 14,
2022 (File No. 001-13881).

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

Exhibit No. 4.1 to our Form 10-K for the fiscal year-
ended January 1, 1999 (File No. 001-13881).

4.3

Description of Registrant’s Securities.

10.1.1

10.1.2

U.S. $4,500,000 Fifth Amended and Restated Credit
Agreement dated as of June 28, 2019 with Bank of
America, N.A. as administrative agent and certain
banks.

First Amendment, dated as of April 13, 2020, to the
Fifth Amended and Restated Credit Agreement with
Bank of America, N.A. as administrative agent, and
certain banks, dated as of June 28, 2019.

Exhibit No. 4.3 to our Form 10-K for the fiscal year-
ended December 31, 2019 (File No. 001-13881).

Exhibit No. 10 to our Form 8-K filed July 1, 2019
(File No. 001-13881).

Exhibit No. 10 to our Form 10-Q filed May 11, 2020
(File No. 001-13881).

Exhibit No.
10.1.3

10.1.4

10.2.1

10.2.2

10.2.3

10.2.4

10.3.1

10.3.2

10.4.1

Description
Second Amendment, dated as of January 26, 2021, to
the Fifth Amended and Restated Credit Agreement
with Bank of America, N.A., as administrative agent,
and certain banks, dated as of June 28, 2019.

Third Amendment, dated as of January 26, 2021, to
the Fifth Amended and Restated Credit Agreement
with Bank of America, N.A., as administrative agent,
and certain banks, dated as of June 28, 2019.

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

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

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.

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.

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

First Amendment to License, Services, and
Development 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.

Marriott Bonvoy Affiliation Agreement entered into
on 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.

Incorporation by Reference (where a report is indicated below,
that document has been previously filed with the SEC and the
applicable exhibit is incorporated by reference thereto)
Exhibit No. 10.1 to our Form 8-K filed January 28,
2021 (File No. 001-13881).

Exhibit No. 10.2 to our Form 8-K filed January 28,
2021 (File No. 001-13881).

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

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

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

Filed with this report.

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

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

Filed with this report.

*10.5.1

*10.5.2

*10.5.3

*10.5.4

Marriott International, Inc. Stock and Cash Incentive
Plan, as Amended Through February 13, 2014.

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

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

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

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

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

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

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

Exhibit No.
*10.5.5

Description
Amendment dated February 15, 2019 to the Marriott
International, Inc. Stock and Cash Incentive Plan.

Incorporation by Reference (where a report is indicated below,
that document has been previously filed with the SEC and the
applicable exhibit is incorporated by reference thereto)
Exhibit 10.7.5 to our Form 10-K filed March 1, 2019
(File No. 001-13881).

*10.5.6

*10.5.7

*10.6.1

*10.7.1

*10.7.2

*10.7.3

*10.7.4

*10.8.1

*10.8.2

*10.8.3

*10.8.4

*10.8.5

*10.9.1

*10.9.2

*10.10.1

*10.10.2

*10.11

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

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

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

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

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

Form of Executive Restricted Stock Unit/MI Shares
Agreement for the Marriott International, Inc. Stock
and Cash Incentive Plan (February 2018).

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

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

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

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

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

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

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

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

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

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

Filed with this report.

Exhibit 10.6.1 to our Form 10-Q filed May 10, 2018
(File No. 001-13881).

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

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

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

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

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

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

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

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

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

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

Starwood 2013 Long-Term Incentive Compensation
Plan.

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

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

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

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

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

Exhibit No.
*10.12

Description
Amendment dated September 23, 2016 to the
Starwood 2013 Long-Term Incentive Compensation
Plan.

Incorporation by Reference (where a report is indicated below,
that document has been previously filed with the SEC and the
applicable exhibit is incorporated by reference thereto)
Exhibit 10.21 to our Form 10-K filed February 15,
2018 (File No. 001-13881).

*10.13

†10.14

10.15

31.1

31.2

101

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

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

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

Aircraft Time Sharing Agreement, effective as of
September 20, 2018, between Marriott International
Administrative Services, Inc. and J. Willard Marriott
Jr.

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

Exhibit No. 10.3 to our Form 10-Q filed November 6,
2018 (File No. 001-13881).

Subsidiaries of Marriott International, Inc.

Filed with this report.

Consent of Ernst & Young LLP.

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

Filed with this report.

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

Filed with this report.

Section 1350 Certifications.

Furnished with this report.