MARRIOTT INTERNATIONAL INC /MD/ - Quarter Report: 2025 June (Form 10-Q)

Item 6.

Exhibits

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 Ended

Six Months Ended

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

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

Restructuring and merger-related charges

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 Ended

Six Months Ended

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

Net income

Other comprehensive income (loss)

Foreign currency translation adjustments

()

Other adjustments, net of tax

()

Total other comprehensive income (loss), net of tax

()

Comprehensive income

See Notes to Condensed Consolidated Financial Statements.

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MARRIOTT INTERNATIONAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions)


	(Unaudited)
	June 30, 2025	December 31, 2024
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, 2025	June 30, 2024
OPERATING ACTIVITIES
Net income	$	$
Adjustments to reconcile to cash provided by operating activities:
Depreciation, amortization, and other (including depreciation and amortization classified in reimbursed expenses) (2)
Stock-based compensation
Income taxes	()	()
Liability for guest loyalty program
Contract acquisition costs	()	()
Restructuring and merger-related charges	()
Working capital changes	()	()

Other		()
Net cash provided by operating activities
INVESTING ACTIVITIES
Capital and technology expenditures	()	()

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	()	()

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, 2024, and ending restricted cash of $ million at June 30, 2025, which we present in the “Prepaid expenses and other” and “Other noncurrent assets” captions of our Balance Sheets.

(2) million of depreciation and amortization classified in reimbursed expenses from the “Other” caption within operating activities to the “Depreciation, amortization, and other” caption of our Statements of Cash Flows to conform to our current presentation.

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.

million, and we completed the acquisition in the 2025 third quarter. In addition, we may pay earn-out payments to the seller up to $ million, based on the future growth of the brand over a specified, multi-year timeframe. Earn-out payments would not begin until the fourth year following closing of the transaction. As of July 23, 2025, the citizenM portfolio included open select-service hotels ( rooms).

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NOTE 3.

$ $ $ 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$ $ $ $

NOTE 4.

million restricted stock units (“RSUs”) during the 2025 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 2025 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 2027 adjusted EBITDA performance and relative total stockholder return over the 2025 to 2027 performance period. RSUs, including PSUs, granted in the 2025 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 2025 second quarter, $ million in the 2024 second quarter, $ million in the 2025 first half, and $ million in the 2024 first half. Deferred compensation costs for unvested awards for RSUs and PSUs totaled $ million at June 30, 2025 and $ million at December 31, 2024.

NOTE 5.

percent for the 2025 second quarter compared to percent for the 2024 second quarter, primarily due to a shift in earnings to jurisdictions with higher tax rates.

Our effective tax rate decreased to percent for the 2025 first half compared to percent for the 2024 first half, primarily due to the current year release of tax reserves, partially offset by a shift in earnings to jurisdictions with higher tax rates.

Our unrecognized tax benefit balance decreased by $ million to $ million at June 30, 2025 from $ million at December 31, 2024, primarily due to the lapse of the statute of limitations on certain tax positions. Our unrecognized tax benefit balance included $ million at June 30, 2025 and $ million at December 31, 2024 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 paid cash for income taxes, net of refunds, of $ million in the 2025 first half and $ million in the 2024 first half.

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NOTE 6.

$ 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.

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”). On June 3, 2025, the U.S. Court of Appeals for the Fourth Circuit reversed the District Court's certification of a class of plaintiffs, holding that a class-action waiver signed by putative class members was enforceable. In the case brought by the City of Chicago (which is consolidated in the MDL proceeding), we are progressing in our settlement negotiations with the City, and we do not expect a settlement to be material to our Financial Statements. 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, most inquiries and investigations by U.S. federal, U.S. state and foreign governmental authorities have been resolved or no longer appear to be active.

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 or further regulatory investigations related to the Data Security Incident, it is not possible to reasonably estimate the amount of such losses or range of loss in excess of the amounts recorded 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

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NOTE 7.

% %$ $ $

Series R Notes, maturing June 15, 2026

% %

Series V Notes, matured March 15, 2025

% %

Series W Notes, maturing October 1, 2034

% %

Series X Notes, maturing April 15, 2028

% %

Series AA Notes, maturing December 1, 2028

% %

Series EE Notes, matured May 1, 2025

% %

Series FF Notes, maturing June 15, 2030

% %

Series GG Notes, maturing October 15, 2032

% %

Series HH Notes, maturing April 15, 2031

% %

Series II Notes, maturing October 15, 2033

% %

Series JJ Notes, maturing October 15, 2027

% %

Series KK Notes, maturing April 15, 2029

% %

Series LL Notes, maturing September 15, 2026

% %

Series MM Notes, maturing October 15, 2028

% %

Series NN Notes, maturing May 15, 2029

% %

Series OO Notes, maturing May 15, 2034

% %

Series PP Notes, maturing March 15, 2030

% %

Series QQ Notes, maturing March 15, 2035

% %

Series RR Notes, maturing April 15, 2032

% %

Series SS Notes, maturing April 15, 2037

% % Commercial paper Credit Facility Finance lease obligations Other $ $ Less current portion()()$ $

We paid cash for interest, net of amounts capitalized, of $ million in the 2025 first half and $ million in the 2024 first half.

We are party to a $ 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

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million aggregate principal amount of percent Series RR Notes due April 15, 2032 (the “Series RR Notes”) and $ billion aggregate principal amount of percent Series SS Notes due April 15, 2037 (the “Series SS Notes”). We will pay interest on the Series RR Notes and Series SS Notes in April and October of each year, commencing in October 2025. In connection with the offering, we entered into interest rate swap agreements, which have the economic effect of converting $ million of the Series SS Notes into floating rate debt with a variable interest rate of SOFR plus approximately percent. Net proceeds from the offering of the Series RR Notes and Series SS Notes were approximately $ billion, after deducting the underwriting discount and expenses, and were made available for general corporate purposes, including working capital, capital expenditures, acquisitions, stock repurchases, or repayment of outstanding indebtedness.

NOTE 8.

$ $ $ Total noncurrent financial assets$ $ $ $ Senior Notes$()$()$()$()Commercial paper()()()()() ())()

(1)Other comprehensive income (loss) includes intra-entity foreign currency transactions that are of a long-term investment nature, which resulted in losses of $ million for the 2025 first half and gains of $ million for the 2024 first half.

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Balance at year-end 2024$()$ $ $ $()$()— Net income — — — — — Other comprehensive income — — — — —

Dividends ($ per share)

()— — ()— — Stock-based compensation plans()— ()— — ()Purchase of treasury stock()— — — ()—

Balance at March 31, 2025

$()$ $ $ $()$()— Net income — — — — — Other comprehensive income — — — — —

Dividends ($ per share)

()— — ()— — ()Stock-based compensation plans — — — ()Purchase of treasury stock()— — — ()—

Balance at June 30, 2025

$()$ $ $ $()$()

Common Shares Outstanding

Total

Class A Common Stock

Additional Paid-in-Capital

Retained Earnings

Treasury Stock, at Cost

Accumulated Other Comprehensive Loss

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

()

Six Months Ended June 30, 2025

(in millions)

U.S. & Canada

EMEA

Greater China

APEC

Gross fee revenues

Contract investment amortization

()

Net fee revenues

Owned, leased, and other revenue

Cost reimbursement revenue

Total reportable segment revenue

Less:

Owned, leased, and other - direct

Depreciation, amortization, and other

General, administrative, and other

Reimbursed expenses

Other segment items (primarily non-operating income and expenses)

()

Total reportable segment profit

Six Months Ended June 30, 2024

(in millions)

U.S. & Canada

EMEA

Greater China

APEC

Gross fee revenues

Contract investment amortization

()

Net fee revenues

Owned, leased, and other revenue

Cost reimbursement revenue

Total reportable segment revenue

Less:

Owned, leased, and other - direct

Depreciation, amortization, and other

General, administrative, and other

Reimbursed expenses

Other segment items (primarily non-operating income and expenses)

()

Total reportable segment profit

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$ $ $

Unallocated corporate and other

Consolidated revenue

$ $ $ $

Reconciliation of income before income taxes

Total reportable segment profit

$ $ $ $ Unallocated corporate and other Interest expense, net of interest income()()()()

Consolidated income before income taxes

$ $ $ $

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Statement

All statements in this report are made as of the date this Form 10-Q is filed with the U.S. Securities and Exchange Commission (the “SEC”). We undertake no obligation to publicly update or revise these statements, whether as a result of new information, future events or otherwise. We make forward-looking statements in Management’s Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this report based on the beliefs and assumptions of our management and on information available to us through the date this Form 10-Q is filed with the SEC. Forward-looking statements include information related to our development pipeline; our expectations regarding rooms growth; our expectations regarding our ability to meet our liquidity requirements; our capital expenditures and other investment spending and reimbursement expectations; our expectations regarding future dividends and share repurchases; our expectations regarding certain claims, legal proceedings, settlements or resolutions; our expectations regarding additional payments to citizenM Holding BV and certain of its affiliates; and 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 uncertainty resulting from economic, political or other global, national, and regional conditions and events, including related to tariffs, trade, travel and other policies; the risks and uncertainties we describe in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (“2024 Form 10-K”); Part II, Item 1A of this report; and other factors we describe from time to time in our periodic filings with the SEC.

BUSINESS AND OVERVIEW

Overview

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

Under our asset-light business model, we typically manage or franchise hotels and other lodging offerings, rather than own them. Terms of our management agreements vary, but we earn a management fee that is typically composed of a base management fee, which is a percentage of the revenues of the hotel, and an incentive

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

Performance Measures

We believe Revenue per Available Room (“RevPAR”), which we calculate by dividing property level room revenue by total rooms available for the period, is a meaningful indicator of our performance because it measures the period-over-period change in room revenues. 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 total rooms sold by total rooms available for the period, measures the utilization of a property’s available capacity. ADR, which we calculate by dividing property level room revenue by total rooms sold, measures average room price and is useful in assessing pricing levels. Unless otherwise stated, RevPAR, occupancy, and ADR statistics are on a systemwide basis for comparable properties, and all changes refer to year-over-year changes for the comparable period. Comparisons to prior periods are on a constant U.S. dollar basis, which we calculate by applying exchange rates for the current period to the prior comparable period. We believe constant dollar analysis provides valuable information regarding the performance of hotels in our system as it removes currency fluctuations from the presentation of such results.

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

Business Trends

In the 2025 second quarter, worldwide RevPAR increased 1.5 percent, driven by ADR growth of 1.9 percent. In the 2025 first half, worldwide RevPAR increased 2.8 percent, driven by ADR growth of 2.4 percent.

In the U.S. & Canada, RevPAR was unchanged in the 2025 second quarter and increased 1.6 percent in the 2025 first half, compared to the same periods in the prior year, reflecting strong demand at our luxury hotels, offset by weaker demand at our select service hotels largely driven by softness in government travel and weaker business transient demand.

In our International regions, RevPAR grew 5.3 percent in the 2025 second quarter and 5.7 percent in the 2025 first half, compared to the same periods in the prior year, reflecting higher demand in APEC, EMEA, and CALA. In Greater China, RevPAR decreased 0.5 percent in the 2025 second quarter and 1.0 percent in the 2025 first half, reflecting soft macro-economic conditions and lower ADR.

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”). We are currently unable to reasonably estimate the range of total possible financial impact to the Company from the Data Security Incident in excess of the expenses already recorded; however, we do not believe this incident will impact our long-term financial health. See Note 6 for additional information related to legal proceedings and investigations related to the Data Security Incident.

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System Growth and Pipeline

At the end of the 2025 second quarter, our system had 9,601 properties (1,735,819 rooms), compared to 9,361 properties (1,706,331 rooms) at year-end 2024 and 8,969 properties (1,658,659 rooms) at the end of the 2024 second quarter. In the 2025 first half, we added roughly 29,500 net rooms.

At the end of the 2025 second quarter, we had approximately 3,900 properties and over 590,000 rooms in our development pipeline, which included over 37,000 rooms approved for development but not yet under signed contracts. Our development pipeline included over 238,000 rooms, or 40 percent, that were under construction or in the process of converting to our system at the end of the 2025 second quarter. Over half of the rooms in our quarter-end development pipeline are located outside U.S. & Canada.

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

Properties and Rooms

The following table shows our properties and rooms by ownership type.


	Properties					Rooms
	June 30, 2025	June 30, 2024	vs. June 30, 2024			June 30, 2025	June 30, 2024	vs. June 30, 2024
Managed	1,972	1,980	(8)	—	%	566,838	568,501	(1,663)	—	%
Franchised/Licensed/Other (1)	7,439	6,809	630	9	%	1,138,838	1,062,749	76,089	7	%
Owned/Leased	50	50	—	—	%	14,206	13,110	1,096	8	%
Residential	140	130	10	8	%	15,937	14,299	1,638	11	%
Total	9,601	8,969	632	7	%	1,735,819	1,658,659	77,160	5	%

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

Lodging Statistics

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



	Three Months Ended June 30, 2025 and Change vs. Three Months Ended June 30, 2024
	RevPAR				Occupancy					Average Daily Rate
	2025		vs. 2024		2025		vs. 2024			2025		vs. 2024
Comparable Company-Operated Properties
U.S. & Canada	$	195.25	1.6	%	73.1	%	(0.4)	%	pts.	$	267.04	2.2	%
Europe	$	266.53	3.3	%	77.1	%	2.5	%	pts.	$	345.92	(0.1)	%
Middle East & Africa	$	135.25	13.4	%	68.8	%	4.2	%	pts.	$	196.52	6.4	%
Greater China	$	80.06	(0.5)	%	68.6	%	0.5	%	pts.	$	116.78	(1.2)	%
Asia Pacific excluding China	$	122.60	7.5	%	69.4	%	0.9	%	pts.	$	176.58	6.1	%
Caribbean & Latin America	$	186.34	6.9	%	65.0	%	(2.1)	%	pts.	$	286.47	10.4	%
International - All (1)	$	126.06	5.5	%	69.5	%	1.3	%	pts.	$	181.50	3.5	%
Worldwide (2)	$	154.88	3.4	%	71.0	%	0.6	%	pts.	$	218.20	2.6	%
Comparable Systemwide Properties
U.S. & Canada	$	142.78	—	%	73.9	%	(0.9)	%	pts.	$	193.29	1.2	%
Europe	$	178.96	3.8	%	75.3	%	1.6	%	pts.	$	237.71	1.5	%
Middle East & Africa	$	125.23	14.0	%	68.2	%	3.8	%	pts.	$	183.59	7.6	%
Greater China	$	73.75	(0.5)	%	66.9	%	0.3	%	pts.	$	110.29	(0.9)	%
Asia Pacific excluding China	$	127.23	8.8	%	70.5	%	1.1	%	pts.	$	180.35	7.0	%
Caribbean & Latin America	$	121.22	3.0	%	62.0	%	(1.7)	%	pts.	$	195.51	5.8	%
International - All (1)	$	122.49	5.3	%	69.0	%	0.9	%	pts.	$	177.52	3.9	%
Worldwide (2)	$	136.00	1.5	%	72.2	%	(0.3)	%	pts.	$	188.25	1.9	%

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	Six Months Ended June 30, 2025 and Change vs. Six Months Ended June 30, 2024
	RevPAR				Occupancy					Average Daily Rate
	2025		vs. 2024		2025		vs. 2024			2025		vs. 2024
Comparable Company-Operated Properties
U.S. & Canada	$	189.76	3.3	%	70.2	%	0.4	%	pts.	$	270.29	2.7	%
Europe	$	208.40	4.2	%	69.7	%	2.6	%	pts.	$	299.19	0.2	%
Middle East & Africa	$	141.06	8.6	%	69.5	%	2.3	%	pts.	$	203.09	5.0	%
Greater China	$	79.55	(1.2)	%	66.6	%	0.6	%	pts.	$	119.50	(2.1)	%
Asia Pacific excluding China	$	127.75	9.1	%	70.4	%	1.3	%	pts.	$	181.54	7.1	%
Caribbean & Latin America	$	215.47	9.3	%	67.8	%	0.2	%	pts.	$	317.70	9.0	%
International - All (1)	$	124.32	5.5	%	68.5	%	1.2	%	pts.	$	181.48	3.5	%
Worldwide (2)	$	151.61	4.3	%	69.2	%	0.9	%	pts.	$	219.04	3.0	%
Comparable Systemwide Properties
U.S. & Canada	$	133.45	1.6	%	69.9	%	(0.2)	%	pts.	$	190.83	1.9	%
Europe	$	141.66	5.0	%	68.1	%	2.4	%	pts.	$	208.14	1.3	%
Middle East & Africa	$	129.96	9.3	%	68.6	%	2.2	%	pts.	$	189.40	5.8	%
Greater China	$	73.19	(1.0)	%	65.1	%	0.5	%	pts.	$	112.36	(1.7)	%
Asia Pacific excluding China	$	129.68	9.8	%	71.0	%	1.6	%	pts.	$	182.57	7.3	%
Caribbean & Latin America	$	136.36	5.4	%	63.6	%	(0.8)	%	pts.	$	214.38	6.8	%
International - All (1)	$	117.35	5.7	%	67.3	%	1.2	%	pts.	$	174.37	3.8	%
Worldwide (2)	$	128.08	2.8	%	69.1	%	0.3	%	pts.	$	185.47	2.4	%

(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 2025 second quarter compared to the 2024 second quarter and for the 2025 first half compared to the 2024 first half. Also see the “Business Trends” section above for further discussion.

Fee Revenues


	Three Months Ended								Six Months Ended
($ in millions)	June 30, 2025		June 30, 2024		Change 2025 vs. 2024				June 30, 2025		June 30, 2024		Change 2025 vs. 2024
Base management fees	$	340	$	330	$	10	3	%	$	665	$	643	$	22	3	%
Franchise fees	860		818		42		5	%	1,606		1,506		100		7	%
Incentive management fees	200		195		5		3	%	404		404		—		—	%
Gross fee revenues	1,400		1,343		57		4	%	2,675		2,553		122		5	%
Contract investment amortization	(29)		(27)		(2)		(7)	%	(57)		(50)		(7)		(14)	%
Net fee revenues	$	1,371	$	1,316	$	55	4	%	$	2,618	$	2,503	$	115	5	%

The increase in base management fees in the 2025 second quarter and 2025 first half primarily reflected higher RevPAR and rooms growth ($7 million and $12 million for the second quarter and first half, respectively).

The increase in franchise fees in the 2025 second quarter and 2025 first half primarily reflected rooms growth ($25 million and $43 million, respectively). Additionally, the increase in franchise fees in the 2025 first half reflected higher RevPAR and co-branded credit card fees ($20 million).

Owned, Leased, and Other


	Three Months Ended								Six Months Ended
($ in millions)	June 30, 2025		June 30, 2024		Change 2025 vs. 2024				June 30, 2025		June 30, 2024		Change 2025 vs. 2024
Owned, leased, and other revenue	$	441	$	395	$	46	12	%	$	802	$	752	$	50	7	%
Owned, leased, and other - direct expenses	328		296		32		11	%	624		582		42		7	%
Owned, leased, and other, net	$	113	$	99	$	14	14	%	$	178	$	170	$	8	5	%

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Cost Reimbursements


	Three Months Ended								Six Months Ended
($ in millions)	June 30, 2025		June 30, 2024		Change 2025 vs. 2024				June 30, 2025		June 30, 2024		Change 2025 vs. 2024
Cost reimbursement revenue	$	4,932	$	4,728	$	204	4	%	$	9,587	$	9,161	$	426	5	%
Reimbursed expenses	4,874		4,645		229		5	%	9,596		9,146		450		5	%
Cost reimbursements, net	$	58	$	83	$	(25)	(30)	%	$	(9)	$	15	$	(24)	(160)	%

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 certain other counterparties. 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 2025 second quarter and 2025 first half primarily reflected higher expenses, net of revenues for many of our centralized programs and services and higher expenses related to our insurance program, partially offset by higher Loyalty Program revenues.

Other Operating Expenses


	Three Months Ended								Six Months Ended
($ in millions)	June 30, 2025		June 30, 2024		Change 2025 vs. 2024				June 30, 2025		June 30, 2024		Change 2025 vs. 2024
Depreciation, amortization, and other	$	53	$	47	$	6	13	%	$	104	$	92	$	12	13	%
General, administrative, and other	245		248		(3)		(1)	%	490		509		(19)		(4)	%
Restructuring and merger-related charges	8		8		—		—	%	9		16		(7)		(44)	%

General, administrative, and other expenses decreased in the 2025 second quarter and 2025 first half primarily due to lower compensation costs.

Non-Operating Income (Expense)


	Three Months Ended								Six Months Ended
($ in millions)	June 30, 2025		June 30, 2024		Change 2025 vs. 2024				June 30, 2025		June 30, 2024		Change 2025 vs. 2024
Gains and other income, net	$	5	$	4	$	1	25	%	$	3	$	8	$	(5)	(63)	%
Interest expense	(203)		(173)		(30)		(17)	%	(395)		(336)		(59)		(18)	%
Interest income	12		9		3		33	%	21		19		2		11	%
Equity in earnings	4		5		(1)		(20)	%	5		5		—		—	%

Interest expense increased in the 2025 second quarter and 2025 first half primarily due to higher debt balances driven by Senior Notes issuances, net of maturities ($36 million and $67 million, respectively).

Income Taxes


	Three Months Ended								Six Months Ended
($ in millions)	June 30, 2025		June 30, 2024		Change 2025 vs. 2024				June 30, 2025		June 30, 2024		Change 2025 vs. 2024
Provision for income taxes	$	(291)	$	(268)	$	(23)	(9)	%	$	(390)	$	(431)	$	41	10	%

Provision for income taxes increased in the 2025 second quarter primarily due to a shift in earnings to jurisdictions with higher tax rates ($21 million).

Provision for income taxes decreased in the 2025 first half primarily due to the current year release of tax reserves ($91 million), partially offset by a shift in earnings to jurisdictions with higher tax rates ($36 million).

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BUSINESS SEGMENTS

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


	Three Months Ended								Six Months Ended
($ in millions)	June 30, 2025		June 30, 2024		Change 2025 vs. 2024				June 30, 2025		June 30, 2024		Change 2025 vs. 2024
U.S. & Canada

Segment net fee revenues	$	779	$	777	$	2	—	%	$	1,468	$	1,442	$	26	2	%

Segment profit	786		787		(1)		—	%	1,430		1,412		18		1	%
EMEA

Segment net fee revenues	164		150		14		9	%	278		265		13		5	%

Segment profit	157		153		4		3	%	231		234		(3)		(1)	%
Greater China

Segment net fee revenues	64		59		5		8	%	124		124		—		—	%

Segment profit	53		47		6		13	%	98		98		—		—	%
APEC

Segment net fee revenues	81		73		8		11	%	178		159		19		12	%

Segment profit	76		62		14		23	%	156		134		22		16	%


	Properties					Rooms
	June 30, 2025	June 30, 2024	vs. June 30, 2024			June 30, 2025	June 30, 2024	vs. June 30, 2024
U.S. & Canada	6,350	6,054	296	5	%	1,056,775	1,025,351	31,424	3	%
EMEA	1,353	1,176	177	15	%	240,342	223,249	17,093	8	%
Greater China	622	550	72	13	%	177,777	164,400	13,377	8	%
APEC	649	590	59	10	%	145,904	134,636	11,268	8	%

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

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 2025 second quarter, including the effect of interest rate swaps, our long-term debt had a weighted average interest rate of 4.5 percent, a weighted average maturity of approximately 5.6 years, and a ratio of fixed-rate to total long-term debt of 0.8 to 1.0.

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

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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 over the next 12 months and thereafter for the foreseeable future.

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.

Sources and Uses of Cash

Cash, cash equivalents, and restricted cash totaled $692 million at June 30, 2025, an increase of $267 million from year-end 2024, primarily due to net cash provided by operating activities ($1,290 million), long-term debt issuances, net of repayments ($1,006 million), and net commercial paper issuances ($179 million), partially offset by share repurchases ($1,500 million), dividends paid ($357 million), capital and technology expenditures ($290 million), and financing outflows for employee stock-based compensation withholding taxes ($110 million).

Our ratio of current assets to current liabilities was 0.5 to 1.0 at the end of the 2025 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 $290 million in the 2025 first half and $234 million in the 2024 first half. We expect capital expenditures and other investments will total approximately $1,355 million to $1,455 million for the 2025 full year, including capital and technology expenditures, loan advances, contract acquisition costs, and other investing activities. This estimate includes $355 million of investment spending related to the citizenM brand acquisition discussed in Note 2, but excludes any additional potential property or brand acquisitions, which we cannot forecast with sufficient accuracy and which may be significant. Our anticipated capital and technology expenditures include higher than typical spending on our worldwide technology systems transformation, the overwhelming portion of which we expect to be reimbursed over time, and renovations of hotels in our owned and leased portfolio.

Share Repurchases and Dividends

We repurchased 2.8 million shares of our common stock for $0.7 billion in the 2025 second quarter. Year-to-date through July 30, 2025, we repurchased 6.4 million shares for $1.7 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 2025 to date: (1) $0.63 per share declared on February 13, 2025 and paid on March 31, 2025 to stockholders of record on February 27, 2025; and (2) $0.67 per share declared on May 9, 2025 and paid on June 30, 2025 to stockholders of record on May 23, 2025.

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 2025 second quarter, other than with respect to our purchase of the citizenM brand discussed in Note 2, there have been no material changes to our cash requirements as disclosed in our 2024 Form 10-K. See Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of

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Operations,” of our 2024 Form 10-K for more information about our cash requirements. Also, see Note 7 for information on our long-term debt.

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 2024 Form 10-K. We have made no material changes to our critical accounting policies or the methodologies or assumptions that we apply under them.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Our exposure to market risk has not materially changed since December 31, 2024. See Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” in our 2024 Form 10-K for more information on our exposure to market risk.

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 2025 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 6, 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.

In the 2025 second quarter, we received a letter from the U.S. Environmental Protection Agency (the “EPA”) offering to engage in settlement discussions in relation to violations of the Clean Air Act that the EPA alleges occurred at a hotel we manage. We do not believe this matter will have a material adverse effect on our business, financial condition, results of operations, or cash flows.

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 business, financial condition, 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, operating results, or cash flows.

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 2024 Form 10-K. There are no material changes to the risk factors discussed in our 2024 Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(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 Paid 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, 2025 - April 30, 2025	1.1	$	223.08	1.1	9.8
May 1, 2025 - May 31, 2025	0.8	$	266.95	0.8	9.0
June 1, 2025 - June 30, 2025	0.9	$	262.69	0.9	8.1



Total	2.8	$	248.54	2.8

(1)On November 9, 2023, we announced that our Board of Directors increased our common stock repurchase authorization by 25 million shares. The share repurchase authorization has no expiration date. As of June 30, 2025, 8.1 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 2025 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 SEC upon request.

Exhibit No.

Description

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)

3.1

Restated Certificate of Incorporation.

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

3.2

Amended and Restated Bylaws.

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

*10.1

Form of Non-Employee Director Deferred Share Award Agreement for the 2023 Marriott International, Inc. Stock and Cash Incentive Plan (May 2025).

Filed with this report.

*10.2

Form of Non-Employee Director Deferred Fee Award Agreement for the 2023 Marriott International, Inc. Stock and Cash Incentive Plan (May 2025).

Filed with this report.

*10.3

Form of Non-Employee Director Stock Appreciation Right Agreement for the 2023 Marriott International, Inc. Stock and Cash Incentive Plan (May 2025).

Filed with this report.

31.1

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

Filed with this report.

31.2

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

Filed with this report.

Section 1350 Certifications.

Furnished with this report.

101

The following financial statements from Marriott International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, 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.