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MARRIOTT INTERNATIONAL INC /MD/ - Quarter Report: 2024 June (Form 10-Q)

Item 6.
Exhibits
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Signature
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PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
MARRIOTT INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in millions, except per share amounts)
(Unaudited)
Three Months EndedSix Months Ended
 June 30, 2024June 30, 2023June 30, 2024June 30, 2023
REVENUES
Base management fees$ $ $ $ 
Franchise fees    
Incentive management fees    
Gross fee revenues    
Contract investment amortization()()()()
Net fee revenues    
Owned, leased, and other revenue    
Cost reimbursement revenue    
    
OPERATING COSTS AND EXPENSES
Owned, leased, and other - direct
    
Depreciation, amortization, and other    
General, administrative, and other    
Merger-related charges and other    
Reimbursed expenses     
    
OPERATING INCOME    
Gains and other income, net    
Interest expense()()()()
Interest income ()  
Equity in earnings     
INCOME BEFORE INCOME TAXES    
Provision for income taxes()()()()
NET INCOME$ $ $ $ 
EARNINGS PER SHARE
Earnings per share – basic$ $ $ $ 
Earnings per share – diluted$ $ $ $ 
See Notes to Condensed Consolidated Financial Statements.
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MARRIOTT INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions)
(Unaudited)

Three Months EndedSix Months Ended
June 30, 2024June 30, 2023June 30, 2024June 30, 2023
Net income$ $ $ $ 
Other comprehensive (loss) income
Foreign currency translation adjustments()()() 
Other adjustments, net of tax    
Total other comprehensive (loss) income, net of tax()()() 
Comprehensive income$ $ $ $ 
See Notes to Condensed Consolidated Financial Statements.

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MARRIOTT INTERNATIONAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions)
(Unaudited)
June 30, 2024December 31, 2023
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’ DEFICIT
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’ deficit
Class A Common Stock  
Additional paid-in-capital  
Retained earnings  
Treasury stock, at cost()()
Accumulated other comprehensive loss()()
()()
$ $ 
See Notes to Condensed Consolidated Financial Statements.
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MARRIOTT INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
(Unaudited)

Six Months Ended
 June 30, 2024June 30, 2023
OPERATING ACTIVITIES
Net income$ $ 
Adjustments to reconcile to cash provided by operating activities:
Depreciation, amortization, and other  
Stock-based compensation  
Income taxes()()
Liability for guest loyalty program  
Contract acquisition costs()()
Merger-related charges and other  
Working capital changes()()
Other  
Net cash provided by operating activities  
INVESTING ACTIVITIES
Capital and technology expenditures()()
Asset acquisition ()
Dispositions  
Loan advances()()
Loan collections  
Other  
Net cash used in investing activities()()
FINANCING ACTIVITIES
Commercial paper/Credit Facility, net  
Issuance of long-term debt  
Repayment of long-term debt()()
Issuance of Class A Common Stock  
Dividends paid()()
Purchase of treasury stock()()
Stock-based compensation withholding taxes()()
Other ()
Net cash used in financing activities()()
INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH
  
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period (1)
  
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period (1)
$ $ 
(1) million at December 31, 2023, and ending restricted cash of $ million at June 30, 2024, which we present in the “Prepaid expenses and other” and “Other noncurrent assets” captions of our Balance Sheets.
See Notes to Condensed Consolidated Financial Statements.
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MARRIOTT INTERNATIONAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1.
NOTE 2.
 $ $ $ Shares for basic earnings per share    Basic earnings per share$ $ $ $ Computation of Diluted Earnings Per ShareNet income$ $ $ $ Shares for basic earnings per share    Effect of dilutive securitiesStock-based compensation    Shares for diluted earnings per share    Diluted earnings per share$ $ $ $ 
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NOTE 3.
million restricted stock units (“RSUs”) during the 2024 first half to certain officers and employees, and those units vest generally over in equal annual installments commencing after the grant date. We also granted million performance-based RSUs (“PSUs”) in the 2024 first half 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 2026 adjusted EBITDA performance and relative total stockholder return over the 2024 to 2026 performance period. RSUs, including PSUs, granted in the 2024 first half had a weighted average grant-date fair value of $ per unit.
We recorded stock-based compensation expense for RSUs and PSUs of $ million in the 2024 second quarter, $ million in the 2023 second quarter, $ million in the 2024 first half, and $ million in the 2023 first half. Deferred compensation costs for unvested awards for RSUs and PSUs totaled $ million at June 30, 2024 and $ million at December 31, 2023.
NOTE 4.
percent for the 2024 second quarter compared to percent for the 2023 second quarter, primarily due to a shift in earnings to jurisdictions with higher tax rates.
Our effective tax rate increased to percent for the 2024 first half compared to percent for the 2023 first half, primarily due to the prior year release of tax reserves and a shift in earnings to jurisdictions with higher tax rates.
We paid cash for income taxes, net of refunds, of $ million in the 2024 first half and $ million in the 2023 first half.
NOTE 5.
 $ Operating profit  Other  $ $ 
Our maximum potential guarantees listed in the preceding table include $ million of operating profit guarantees that will not be in effect until the underlying properties open and we begin to operate the properties or certain other events occur.
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 $ 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. In January 2024, the owner exercised the put option, and we exercised our option to purchase, at the same time the put transaction closes, the fee simple interest in the underlying land for an additional $ million in cash, resulting in an expected total cash payment of approximately $ million. The closing is expected to occur in the 2024 fourth quarter. We account for the put option as a guarantee, and our recorded liability (reflected in the “Accrued expenses and other” caption of our Balance Sheets) was $ million at June 30, 2024 and December 31, 2023.
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lawsuits were filed by consumers and others against us in U.S. federal, U.S. state and Canadian courts related to the incident. The plaintiffs in the cases that remain pending, who generally purport to represent various classes of consumers, generally claim to have been harmed by alleged actions and/or omissions by the Company in connection with the Data Security Incident and assert a variety of common law and statutory claims seeking monetary damages, injunctive relief, costs and attorneys’ fees, and other related relief. The active U.S. cases are consolidated in the U.S. District Court for the District of Maryland (the “District Court”), pursuant to orders of the U.S. Judicial Panel on Multidistrict Litigation (the “MDL”). The District Court granted in part and denied in part class certification of various U.S. groups of consumers. In August 2023, the U.S. Court of Appeals for the Fourth Circuit (the “Fourth Circuit”) vacated the District Court’s class certification decision because the District Court failed to first consider the effect of a class-action waiver signed by all putative class members. On remand, after briefing, the District Court issued an order reinstating the same classes that had previously been certified. We promptly petitioned the Fourth Circuit, seeking leave to appeal that ruling. The Fourth Circuit granted that petition on January 18, 2024, but has not yet set a date for oral argument. A case brought by the City of Chicago (which is consolidated in the MDL proceeding) also remains pending. The Canadian cases have effectively been consolidated into a single case in the province of Ontario. We dispute the allegations in these lawsuits and are vigorously defending against such claims.
In addition, various 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. Most of these matters have been resolved, are expected to be resolved in the near future, or no longer appear to be active. We believe we have reached a resolution with the Federal Trade Commission, and we are continuing to progress in our discussions with the Attorney General offices from 49 states and the District of Columbia. Based on this progress, we believe it is probable that we will incur losses, and as of June 30, 2024, we have an accrual for an estimated loss contingency, which is not material to our Financial Statements.
While we believe it is reasonably possible that we may incur losses in excess of the amounts recorded associated with the above described MDL proceedings and unresolved regulatory investigations related to the Data Security Incident, it is not possible to reasonably estimate the amount of such losses or range of loss that might result from adverse judgments, settlements, fines, penalties or other resolution of these proceedings and investigations based on: (1) in the case of the above described MDL proceedings, the current stage of these proceedings, the absence of specificity as to alleged damages, the uncertainty as to the certification of a class or classes and the size of any certified class, and the lack of resolution of significant factual and legal issues, and (2) uncertainty regarding unresolved inquiries, investigations, or requests for information and/or documents.
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NOTE 6.
%, face amount of $, maturing October 1, 2025
(effective interest rate of %)
$ $ 
Series R Notes, interest rate of %, face amount of $, maturing June 15, 2026
(effective interest rate of %)
  
Series V Notes, interest rate of %, face amount of $, maturing March 15, 2025
(effective interest rate of %)
  
Series W Notes, interest rate of %, face amount of $, maturing October 1, 2034
(effective interest rate of %)
  
Series X Notes, interest rate of %, face amount of $, maturing April 15, 2028
(effective interest rate of %)
  
Series AA Notes, interest rate of %, face amount of $, maturing December 1, 2028
(effective interest rate of %)
  
Series CC Notes, interest rate of %, face amount of $, matured April 15, 2024
(effective interest rate of %)
  
Series EE Notes, interest rate of %, face amount of $, maturing May 1, 2025
(effective interest rate of %)
  
Series FF Notes, interest rate of %, face amount of $, maturing June 15, 2030
(effective interest rate of %)
  
Series GG Notes, interest rate of %, face amount of $, maturing October 15, 2032
(effective interest rate of %)
  
Series HH Notes, interest rate of %, face amount of $, maturing April 15, 2031
(effective interest rate of %)
  
Series II Notes, interest rate of %, face amount of $, maturing October 15, 2033
(effective interest rate of %)
  
Series JJ Notes, interest rate of %, face amount of $, maturing October 15, 2027
(effective interest rate of %)
  
Series KK Notes, interest rate of %, face amount of $, maturing April 15, 2029
(effective interest rate of %)
  
Series LL Notes, interest rate of %, face amount of $, maturing September 15, 2026
(effective interest rate of %)
  
Series MM Notes, interest rate of %, face amount of $, maturing October 15, 2028
(effective interest rate of %)
  
Series NN Notes, interest rate of %, face amount of $, maturing May 15, 2029
(effective interest rate of %)
  
Series OO Notes, interest rate of %, face amount of $, maturing May 15, 2034
(effective interest rate of %)
  Commercial paper  Credit Facility  Finance lease obligations  Other  $ $ Less current portion()()$ $ 
We paid cash for interest, net of amounts capitalized, of $ million in the 2024 first half and $ million in the 2023 first half.
In February 2024, we issued $ million aggregate principal amount of percent Series NN Notes due May 15, 2029 (the “Series NN Notes”) and $ billion aggregate principal amount of percent Series OO Notes due May 15, 2034 (the “Series OO Notes”). We pay interest on the Series NN Notes and Series OO Notes in May and November of each year. We received net proceeds of approximately $ billion from the offering of the Series NN Notes and Series OO Notes, after deducting the underwriting discount and expenses, which were made available for general corporate purposes, including working capital, capital expenditures, acquisitions, stock repurchases, or repayment of outstanding indebtedness.
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billion multicurrency revolving credit agreement (as amended, the “Credit Facility”). Available borrowings under the Credit Facility support our commercial paper program and general corporate needs. U.S. dollar borrowings under the Credit Facility bear interest at SOFR (the Secured Overnight Financing Rate) plus a spread based on our public debt rating. We also pay quarterly fees on the Credit Facility at a rate based on our public debt rating. We classify outstanding borrowings under the Credit Facility and outstanding commercial paper borrowings (which generally have short-term maturities of 45 days or less) as long-term based on our ability and intent to refinance the outstanding borrowings on a long-term basis. The Credit Facility expires on December 14, 2027.
NOTE 7.
 $ $ $ Total noncurrent financial assets$ $ $ $ Senior Notes$()$()$()$()Commercial paper()()()())))   ()
(1)Other comprehensive (loss) income 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 of $ million for the 2024 first half and losses of $ million for the 2023 first half.
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 Balance at year-end 2023$()$ $ $ $()$()— Net income — —  — — — Other comprehensive loss()— — — — ()— 
Dividends ($ per share)
()— — ()— —  Stock-based compensation plans()— ()—  — ()Purchase of treasury stock()— — — ()—  
Balance at March 31, 2024
$()$ $ $ $()$()— Net income — —  — — — Other comprehensive loss()— — — — ()— 
Dividends ($ per share)
()— — ()— — — Stock-based compensation plans —  —  — ()Purchase of treasury stock()— — — ()—  
Balance at June 30, 2024
$()$ $ $ $()$()
Common Shares Outstanding
 TotalClass A Common StockAdditional Paid-in-CapitalRetained EarningsTreasury Stock, at CostAccumulated Other Comprehensive Loss
 
Balance at year-end 2022
$ $ $ $ $()$()
— Net income — —  — — 
— Other comprehensive income — — — —  
— 
Dividends ($ per share)
()— — ()— — 
 Stock-based compensation plans()— ()—  — 
()Purchase of treasury stock()— — — ()— 
 
Balance at March 31, 2023
$ $ $ $ $()$()
— Net income — —  — — 
— Other comprehensive loss()— — — — ()
— 
Dividends ($ per share)
()— — ()— — 
 Stock-based compensation plans —  —  — 
()Purchase of treasury stock()— — — ()— 
 
Balance at June 30, 2023
$()$ $ $ $()$()
                    Three Months Ended June 30, 2024 and Change vs. Three Months Ended June 30, 2023RevPAROccupancyAverage Daily Rate2024vs. 20232024vs. 20232024vs. 2023Comparable Company-Operated PropertiesU.S. & Canada$189.01 3.7 %73.6 %0.9 %pts.$256.72 2.4 %Europe$241.85 6.7 %75.9 %0.5 %pts.$318.49 6.0 %Middle East & Africa$121.16 16.8 %65.1 %3.5 %pts.$186.07 10.6 %Greater China$82.54 (4.6)%68.9 %0.9 %pts.$119.84 (5.9)%
Asia Pacific excluding China
$110.52 12.0 %70.6 %4.1 %pts.$156.54 5.4 %
Caribbean & Latin America
$171.04 6.3 %66.5 %3.6 %pts.$257.16 0.5 %
International - All (1)
$121.60 6.4 %69.3 %2.4 %pts.$175.42 2.8 %
Worldwide (2)
$150.24 4.9 %71.1 %1.7 %pts.$211.16 2.4 %Comparable Systemwide PropertiesU.S. & Canada$142.20 3.9 %74.7 %1.1 %pts.$190.33 2.4 %Europe$171.89 6.6 %75.0 %2.1 %pts.$229.13 3.6 %Middle East & Africa$113.15 18.1 %64.9 %3.8 %pts.$174.41 11.2 %Greater China$77.12 (4.2)%67.9 %0.7 %pts.$113.54 (5.1)%
Asia Pacific excluding China
$113.44 13.0 %71.0 %4.3 %pts.$159.71 6.2 %Six Months Ended June 30, 2024 and Change vs. Six Months Ended June 30, 2023RevPAROccupancyAverage Daily Rate2024vs. 20232024vs. 20232024vs. 2023Comparable Company-Operated PropertiesU.S. & Canada$179.89 3.1 %69.8 %0.6 %pts.$257.72 2.3 %Europe$195.35 6.0 %68.8 %0.8 %pts.$283.82 4.7 %Middle East & Africa$133.70 14.3 %67.7 %3.4 %pts.$197.43 8.5 %Greater China$83.84 0.1 %67.2 %1.6 %pts.$124.72 (2.2)%
Asia Pacific excluding China
$117.65 14.1 %71.5 %4.8 %pts.$164.59 6.5 %
Caribbean & Latin America
$196.16 8.2 %67.3 %2.8 %pts.$291.59 3.7 %
International - All (1)
$122.39 8.2 %68.6 %2.8 %pts.$178.27 3.9 %
Worldwide (2)
$146.83 5.5 %69.1 %1.8 %pts.$212.38 2.7 %Comparable Systemwide PropertiesU.S. & Canada$130.96 2.8 %70.1 %0.4 %pts.$186.70 2.2 %Europe$139.27 6.6 %67.1 %2.7 %pts.$207.57 2.4 %Middle East & Africa$123.62 15.5 %66.7 %3.3 %pts.$185.36 9.8 %Greater China$78.13 0.4 %66.3 %1.5 %pts.$117.82 (1.8)%
Asia Pacific excluding China
$118.61 14.8 %71.3 %4.7 %pts.$166.35 7.3 %
Caribbean & Latin America
$167.20 10.3 %68.1 %3.8 %pts.$245.56 4.2 %
International - All (1)
$118.42 9.0 %67.9 %3.0 %pts.$174.42 4.2 %
Worldwide (2)
$126.98 4.5 %69.4 %1.2 %pts.$182.89 2.7 %
(1)Includes Europe, Middle East & Africa, Greater China, Asia Pacific excluding China, and Caribbean & Latin America.
(2)Includes U.S. & Canada and International - All.
CONSOLIDATED RESULTS
The discussion below presents an analysis of our consolidated results of operations for the 2024 second quarter compared to the 2023 second quarter and for the 2024 first half compared to the 2023 first half. Also see the “Business Trends” section above for further discussion.
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Fee Revenues
Three Months EndedSix Months Ended
($ in millions)
June 30, 2024June 30, 2023Change 2024 vs. 2023June 30, 2024June 30, 2023Change 2024 vs. 2023
Base management fees$330 $318 $12 4 %$643 $611 $32 5 %
Franchise fees818 739 79 11 %1,506 1,378 128 9 %
Incentive management fees195 193 2 1 %404 394 10 3 %
Gross fee revenues1,343 1,250 93 7 %2,553 2,383 170 7 %
Contract investment amortization(27)(22)(5)(23)%(50)(43)(7)(16)%
Net fee revenues$1,316 $1,228 $88 7 %$2,503 $2,340 $163 7 %
The increase in base management fees in the 2024 second quarter and 2024 first half primarily reflected higher RevPAR.
The increase in franchise fees in the 2024 second quarter and 2024 first half primarily reflected unit growth ($26 million and $48 million, respectively), higher RevPAR, and higher non-RevPAR related franchise fees ($28 million and $39 million, respectively). Non-RevPAR related franchise fees of $234 million in the 2024 second quarter and $442 million in the 2024 first half increased primarily due to higher co-branded credit card fees ($15 million and $28 million, respectively). In the 2024 second quarter, non-RevPAR related franchise fees also increased due to higher residential branding fees ($13 million).
Owned, Leased, and Other
Three Months EndedSix Months Ended
($ in millions)
June 30, 2024June 30, 2023Change 2024 vs. 2023June 30, 2024June 30, 2023Change 2024 vs. 2023
Owned, leased, and other revenue$395 $390 $5 1 %$752 $746 $6 1 %
Owned, leased, and other - direct expenses296 287 9 3 %582 568 14 2 %
Owned, leased, and other, net$99 $103 $(4)(4)%$170 $178 $(8)(4)%
Cost Reimbursements
Three Months EndedSix Months Ended
($ in millions)
June 30, 2024June 30, 2023Change 2024 vs. 2023June 30, 2024June 30, 2023Change 2024 vs. 2023
Cost reimbursement revenue$4,728 $4,457 $271 6 %$9,161 $8,604 $557 6 %
Reimbursed expenses4,645 4,366 279 6 %9,146 8,502 644 8 %
Cost reimbursements, net$83 $91 $(8)(9)%$15 $102 $(87)(85)%
Cost reimbursements, net (cost reimbursement revenue, net of reimbursed expenses) varies due to timing differences between the costs we incur for centralized programs and services and the related reimbursements we receive from property owners and franchisees. Over the long term, our centralized programs and services are not designed to impact our economics, either positively or negatively.
The decrease in cost reimbursements, net in the 2024 second quarter and 2024 first half primarily reflected higher Loyalty Program expenses and lower revenues, net of expenses, for our other centralized programs and services, partially offset by lower expenses related to our insurance program.
Other Operating Expenses
Three Months EndedSix Months Ended
($ in millions)
June 30, 2024June 30, 2023Change 2024 vs. 2023June 30, 2024June 30, 2023Change 2024 vs. 2023
Depreciation, amortization, and other$47 $48 $(1)(2)%$92 $92 $— — %
General, administrative, and other248 240 8 3 %509 442 67 15 %
Merger-related charges and other8 38 (30)(79)%16 39 (23)(59)%
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General, administrative, and other expenses increased in the 2024 first half primarily due to higher compensation costs.
Merger-related charges and other expenses decreased in the 2024 second quarter and 2024 first half primarily due to lower charges related to the Data Security Incident discussed in Note 5.
Non-Operating Income (Expense)
Three Months EndedSix Months Ended
($ in millions)
June 30, 2024June 30, 2023Change 2024 vs. 2023June 30, 2024June 30, 2023Change 2024 vs. 2023
Gains and other income, net$4 $2 $2 100 %$8 $5 $3 60 %
Interest expense(173)(140)(33)(24)%(336)(266)(70)(26)%
Interest income9 (1)10 nm*19 14 5 36 %
Equity in earnings 5 7 (2)(29)%5 8 (3)(38)%
* Percentage change is not meaningful.
Interest expense increased in the 2024 second quarter and 2024 first half primarily due to higher debt balances driven by Senior Notes issuances, net of maturities ($28 million and $58 million, respectively).
Income Taxes
Three Months EndedSix Months Ended
($ in millions)
June 30, 2024June 30, 2023Change 2024 vs. 2023June 30, 2024June 30, 2023Change 2024 vs. 2023
Provision for income taxes$(268)$(238)$(30)(13)%$(431)$(325)$(106)(33)%
Provision for income taxes increased by $30 million in the 2024 second quarter primarily due to the increase in pre-tax income ($18 million).
Provision for income taxes increased by $106 million in the 2024 first half primarily due to the prior year release of tax reserves ($103 million), which was mostly due to completion of a tax audit, and a shift in earnings to jurisdictions with higher tax rates ($22 million).
BUSINESS SEGMENTS
The following discussion presents an analysis of the operating results of our reportable business segments for the 2024 second quarter compared to the 2023 second quarter and for the 2024 first half compared to the 2023 first half. Also see the “Business Trends” section above for further discussion.
Three Months EndedSix Months Ended
($ in millions)
June 30, 2024June 30, 2023Change 2024 vs. 2023June 30, 2024June 30, 2023Change 2024 vs. 2023
U.S. & Canada
Segment net fee revenues
$777 $734 $43 6 %$1,442 $1,390 $52 4 %
Segment profit787 756 31 4 %1,412 1,413 (1)— %
EMEA
Segment net fee revenues
150 130 20 15 %265 232 33 14 %
Segment profit153 132 21 16 %234 210 24 11 %
Greater China
Segment net fee revenues
59 68 (9)(13)%124 125 (1)(1)%
Segment profit47 59 (12)(20)%98 105 (7)(7)%
APEC
Segment net fee revenues
73 62 11 18 %159 128 31 24 %
Segment profit62 57 5 9 %134 113 21 19 %
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PropertiesRooms
June 30, 2024June 30, 2023vs. June 30, 2023June 30, 2024June 30, 2023vs. June 30, 2023
U.S. & Canada
6,054 5,906 148 3 %1,025,351 972,181 53,170 5 %
EMEA
1,176 1,086 90 8 %223,249 210,872 12,377 6 %
Greater China
550 495 55 11 %164,400 152,699 11,701 8 %
APEC
590 530 60 11 %134,636 122,075 12,561 10 %
In the 2024 second quarter and 2024 first half, net fee revenue grew in U.S. & Canada, EMEA, and APEC, compared to the same periods in 2023, primarily reflecting higher RevPAR and unit growth (see the Lodging Statistics and Properties and Rooms tables above for more information). In Greater China, net fee revenue decreased in the 2024 second quarter, primarily due to lower demand.
Segment profits for all segments shown above reflected higher general, administrative, and other expenses primarily due to higher compensation costs compared to the 2023 second quarter and 2023 first half. Additionally, U.S. & Canada segment profit reflected $6 million and $30 million of lower cost reimbursement revenue, net of reimbursed expenses compared to the 2023 second quarter and 2023 first half, respectively.
LIQUIDITY AND CAPITAL RESOURCES
Our long-term financial objectives include maintaining diversified financing sources, optimizing the mix and maturity of our long-term debt, and reducing our working capital. At the end of the 2024 second quarter, our long-term debt had a weighted average interest rate of 4.5 percent and a weighted average maturity of approximately 5.1 years. The ratio of our fixed-rate long-term debt to our total long-term debt was 0.9 to 1.0 at the end of the 2024 second quarter.
Sources of Liquidity
Our Credit Facility
We are party to a $4.5 billion multicurrency revolving credit agreement (as amended, the “Credit Facility”). Available borrowings under the Credit Facility support our commercial paper program and general corporate needs. U.S. dollar borrowings under the Credit Facility bear interest at SOFR (the Secured Overnight Financing Rate) plus a spread based on our public debt rating. We also pay quarterly fees on the Credit Facility at a rate based on our public debt rating. We classify outstanding borrowings under the Credit Facility and outstanding commercial paper borrowings (which generally have short-term maturities of 45 days or less) as long-term based on our ability and intent to refinance the outstanding borrowings on a long-term basis. The Credit Facility expires on December 14, 2027.
The Credit Facility contains certain covenants, including a single financial covenant that limits our maximum leverage (consisting of the ratio of Adjusted Total Debt to EBITDA, each as defined in the Credit Facility) to not more than 4.5 to 1.0. Our outstanding public debt does not contain a corresponding financial covenant or a requirement that we maintain certain financial ratios. We currently satisfy the covenants in our Credit Facility and public debt instruments, including the leverage covenant under the Credit Facility, and do not expect the covenants will restrict our ability to meet our anticipated borrowing and liquidity needs.
We monitor the status of the capital markets and regularly evaluate the effect that changes in capital market conditions may have on our ability to fund our liquidity needs. We believe the Credit Facility, and our access to capital markets, together with cash we expect to generate from operations, remain adequate to meet our liquidity requirements.
Commercial Paper
We issue commercial paper in the U.S. Because we do not have purchase commitments from buyers for our commercial paper, our ability to issue commercial paper is subject to market demand. We do not expect that fluctuations in the demand for commercial paper will affect our liquidity, given our borrowing capacity under the Credit Facility and access to capital markets.
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Sources and Uses of Cash
Cash, cash equivalents, and restricted cash totaled $370 million at June 30, 2024, an increase of $4 million from year-end 2023, primarily due to net cash provided by operating activities ($1,551 million), Senior Notes issuances, net of repayments ($918 million), and net commercial paper issuances ($342 million), partially offset by share repurchases ($2,156 million), dividends paid ($330 million), capital and technology expenditures ($234 million), and financing outflows for employee stock-based compensation withholding taxes ($125 million).
Our ratio of current assets to current liabilities was 0.4 to 1.0 at the end of the 2024 second quarter. We have significant borrowing capacity under our Credit Facility should we need additional working capital.
Capital Expenditures and Other Investments
We made capital and technology expenditures of $234 million in the 2024 first half and $194 million in the 2023 first half. We expect capital expenditures and other investments will total approximately $1.0 billion to $1.2 billion for the 2024 full year, including capital and technology expenditures, loan advances, contract acquisition costs, and other investing activities (including approximately $200 million for maintenance capital spending). Our anticipated capital and technology expenditures include $200 million of spending related to our option to purchase the land underlying the Sheraton Grand Chicago, which we discuss in Note 5.
Share Repurchases and Dividends
We repurchased 4.1 million shares of our common stock for $1.0 billion in the 2024 second quarter. Year-to-date through July 29, 2024, we repurchased 10.4 million shares for $2.5 billion. For additional information, see “Issuer Purchases of Equity Securities” in Part II, Item 2.
Our Board of Directors declared the following quarterly cash dividends in 2024 to date: (1) $0.52 per share declared on February 8, 2024 and paid on March 29, 2024 to stockholders of record on February 22, 2024; and (2) $0.63 per share declared on May 10, 2024 and paid on June 28, 2024 to stockholders of record on May 24, 2024.
We expect to continue to return cash to stockholders through a combination of share repurchases and cash dividends.
Material Cash Requirements
As of the end of the 2024 second quarter, there have been no material changes to our cash requirements as disclosed in our 2023 Form 10-K. See Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of our 2023 Form 10-K for more information about our cash requirements. Also, see Note 6 for information on our long-term debt.
At June 30, 2024, projected Deemed Repatriation Transition Tax payments under the 2017 Tax Cuts and Jobs Act totaled $135 million, which is payable within the next 12 months from June 30, 2024.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Our preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect reported amounts and related disclosures. We have discussed those policies and estimates that we believe are critical and require the use of complex judgment in their application in our 2023 Form 10-K. We have made no material changes to our critical accounting policies or the methodologies or assumptions that we apply under them.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Our exposure to market risk has not materially changed since December 31, 2023. See Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” in our 2023 Form 10-K for more information on our exposure to market risk.
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Item 4. 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 quarterly 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.
Changes in Internal Control Over Financial Reporting
We made no changes in internal control over financial reporting during the 2024 second quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings
See the information under the “Litigation, Claims, and Government Investigations” caption in Note 5, 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, if any.
From time to time, we are also subject to other legal proceedings and claims in the ordinary course of business, including adjustments proposed during governmental examinations of the various tax returns we file. While management presently believes that the ultimate outcome of these other proceedings, individually and in aggregate, will not materially harm 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 1A. Risk Factors
We are subject to various risks that make an investment in our securities risky. You should carefully consider the risk factors disclosed in Part I, Item 1A, “Risk Factors,” of our 2023 Form 10-K. There are no material changes to the risk factors discussed in our 2023 Form 10-K.
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities
(a)Unregistered Sales of Equity Securities
None.
(b)Use of Proceeds
None.
(c)Issuer Purchases of Equity Securities
(in millions, except per share amounts)
Period
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)
April 1, 2024 - April 30, 20241.4 $247.56 1.4 22.9 
May 1, 2024 - May 31, 20241.4 $236.53 1.4 21.5 
June 1, 2024 - June 30, 20241.3 $236.57 1.3 20.2 
(1)On November 9, 2023, we announced that our Board of Directors increased our common stock repurchase authorization by 25 million shares. As of June 30, 2024, 20.2 million shares remained available for repurchase under Board approved authorizations. We may repurchase shares in the open market or in privately negotiated transactions, and we account for these shares as treasury stock.
Item 5. Other Information
During the 2024 second quarter, no director or Section 16 officer or any Rule 10b5-1 plans or non-Rule 10b5-1 trading arrangements.
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Item 6. Exhibits
We have not filed as exhibits certain instruments defining the rights of holders of the long-term debt of Marriott 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 and its consolidated subsidiaries. The Company agrees to furnish a copy of any such instrument to the Commission upon request.
Exhibit No.DescriptionIncorporation 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)
3.1Restated Certificate of Incorporation.
3.2Amended and Restated Bylaws.
10.1
First Amendment, dated as of May 17, 2024 and effective as of June 4, 2024, to the Sixth Amended and Restated Credit Agreement with Bank of America, N.A. as administrative agent, and certain banks, dated as of December 14, 2022.
31.1Certification of Chief Executive Officer Pursuant to Rule 13a-14(a).
31.2Certification of Chief Financial Officer Pursuant to Rule 13a-14(a).
32Section 1350 Certifications.
101
The following financial statements from Marriott International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, formatted in Inline XBRL: (i) the Condensed Consolidated Statements of Income; (ii) the Condensed Consolidated Statements of Comprehensive Income; (iii) the Condensed Consolidated Balance Sheets; and (iv) the Condensed Consolidated Statements of Cash Flows.
Submitted electronically with this report.
101.INSXBRL Instance Document - the instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.Submitted electronically with this report.
101.SCHXBRL Taxonomy Extension Schema Document.Submitted electronically with this report.
101.CALXBRL Taxonomy Calculation Linkbase Document.Submitted electronically with this report.
101.DEFXBRL Taxonomy Extension Definition Linkbase Document.Submitted electronically with this report.
101.LABXBRL Taxonomy Label Linkbase Document.Submitted electronically with this report.
101.PREXBRL Taxonomy Presentation Linkbase Document.Submitted electronically with this report.
104
The cover page from Marriott International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, formatted in Inline XBRL (included as Exhibit 101).
Submitted electronically with this report.

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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
MARRIOTT INTERNATIONAL, INC.
July 31, 2024
/s/ Felitia O. Lee
Felitia O. Lee
Controller and Chief Accounting Officer
(Duly Authorized Officer)

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