MARRIOTT INTERNATIONAL INC /MD/

Previous wording

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

Current wording

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

Previous wording

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

Current wording

We caution you that these statements are not guarantees of future performance and are subject to numerous evolving risks and uncertainties that we may not be able to accurately predict or assess, including the risks and uncertainties we describe in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (“2025

Previous wording

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

Current wording

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

Previous wording

In the U.S. & Canada, RevPAR increased 5.0 percent in the 2026 second quarter and 4.6 percent in the 2026 first half, reflecting strong demand across all brand tiers and customer segments, as well as demand from the World Cup in June 2026.

Current wording

In the U.S. & Canada, RevPAR increased 7.4 percent in the 2026 third quarter and 5.5 percent in the 2026 first three quarters, reflecting strong demand across all brand tiers and customer segments.

Previous wording

In our International regions, RevPAR decreased 0.5 percent in the 2026 second quarter and grew 2.0 percent in the 2026 first half. Performance was negatively impacted by the conflict in the Middle East, which resulted in a sharp decline in RevPAR in our Middle East & Africa region beginning in March 2026, with the impact from the conflict continuing into the third quarter. The continued operational and financial impact on our business depends on the duration and extent of travel disruption resulting from the conflict.

Current wording

In our International regions, RevPAR increased 4.4 percent in the 2026 third quarter and 3.1 percent in the 2026 first three quarters. Performance in the Middle East improved meaningfully compared to the 2026 second quarter, although the ongoing conflict still negatively impacted the region during the quarter. The continued operational and financial impact on our business depends on the duration and extent of travel and economic disruption resulting from the conflict.

Previous wording

At the end of the 2026 second quarter, our system had 10,082 properties (1,813,698 rooms), compared to 9,805 properties (1,779,936 rooms) at year-end 2025 and 9,601 properties (1,735,819 rooms) at the end of the 2025 second quarter. In the 2026 first half, we added roughly 33,800 net rooms.

Current wording

At the end of the 2026 third quarter, our system had 10,241 properties (1,833,801 rooms), compared to 9,805 properties (1,779,936 rooms) at year-end 2025 and 9,721 properties (1,753,722 rooms) at the end of the 2025 third quarter. In the 2026 first three quarters, we added roughly 53,900 net rooms.

Previous wording

At the end of the 2026 second quarter, we had nearly 4,200 properties and approximately 629,000 rooms in our development pipeline, which included over 34,000 rooms approved for development but not yet under signed contracts. At the end of the 2026 second quarter, our development pipeline included over 279,000 rooms, or 44 percent, that were under construction, including hotels that are in the process of converting to our system. Over half of the rooms in our quarter-end development pipeline were located outside U.S. & Canada.

Current wording

At the end of the 2026 third quarter, we had over 4,200 properties and more than 634,000 rooms in our development pipeline, which included over 37,000 rooms approved for development but not yet under signed contracts. At the end of the 2026 third quarter, our development pipeline included over 278,000 rooms, or 44 percent, that were under construction, including hotels that are in the process of converting to our system. Over half of the rooms in our quarter-end development pipeline were located outside U.S. & Canada.

Previous wording

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

Current wording

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

Previous wording

The increase in franchise fees in the 2026 second quarter and 2026 first half primarily reflected higher co-branded credit card fees ($73 million and $132 million, respectively) as well as higher revenue related to our franchised properties due to rooms growth ($30 million and $53 million, respectively), higher RevPAR, and other items. The increase in franchise fees in the 2026 first half also reflected higher residential branding fees ($32 million).

Current wording

The increase in franchise fees in the 2026 third quarter and 2026 first three quarters primarily reflected higher co-branded credit card fees ($68 million and $200 million, respectively) as well as higher revenue related to our franchised properties due to higher RevPAR and rooms growth ($36 million and $88 million, respectively). The increase in franchise fees in the 2026 first three quarters also reflected higher residential branding fees ($26 million).

Previous wording

The increase in incentive management fees in the 2026 second quarter and 2026 first half primarily reflected higher profits at managed hotels in the U.S. & Canada.

Current wording

The increase in incentive management fees in the 2026 third quarter and 2026 first three quarters primarily reflected higher profits at managed hotels in the U.S. & Canada.

Previous wording

The decrease in cost reimbursements, net in the 2026 second quarter and 2026 first half primarily reflected higher expenses, net of revenues for many of our centralized programs and services. Loyalty Program activity further reduced cost reimbursements, net, in the 2026 second quarter due to lower revenue, while partially offsetting the decline in the 2026 first half due to lower expenses.

Current wording

The decrease in cost reimbursements, net in the 2026 third quarter and 2026 first three quarters primarily reflected higher expenses, net of revenues, for many of our centralized programs and services. The decrease in the 2026 first three quarters was partially offset by lower expenses related to our insurance program as well as lower Loyalty Program expenses, net of lower revenue.

Previous wording

Depreciation, amortization, and other expenses increased in the 2026 second quarter and 2026 first half primarily due to the $68 million impairment charge discussed in Note 7.

Current wording

Depreciation, amortization, and other expenses increased in the 2026 first three quarters primarily due to the impairment charges discussed in Note 7.

Previous wording

General and administrative expenses increased in the 2026 first half primarily due to higher compensation costs ($26 million).

Current wording

General and administrative expenses increased in the 2026 first three quarters primarily due to higher compensation costs ($33 million), partially offset by lower litigation expenses ($25 million).

Previous wording

Interest expense increased in the 2026 second quarter and 2026 first half primarily due to higher debt balances driven by Senior Notes issuances, net of maturities ($28 million and $55 million, respectively).

Current wording

Interest expense increased in the 2026 third quarter and 2026 first three quarters primarily due to higher debt balances driven by Senior Notes issuances, net of maturities ($25 million and $81 million, respectively). The increase in the 2026 first three quarters was partially offset by lower commercial paper borrowings and interest rates ($24 million).

Previous wording

Provision for income taxes increased in the 2026 first half primarily due to the prior year release of tax reserves ($91 million) and higher pre-tax income ($42 million). The increase was partially offset by lower tax on non-U.S. income ($18 million) and the tax benefit from the impairment charge on a U.S. & Canada hotel ($17 million).

Current wording

Provision for income taxes increased in the 2026 first three quarters primarily due to the prior year release of tax reserves ($91 million) and higher pre-tax income ($61 million). The increase was partially offset by the current year release of a non-U.S. tax valuation allowance resulting from legislation enacted during the quarter ($29 million), lower tax on non-U.S. income ($27 million), and the tax benefit from the impairment charges discussed in Note 7 ($18 million).

Previous wording

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

Current wording

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

Previous wording

In the 2026 second quarter and 2026 first half, compared to the same periods in 2025, segment net fee revenues grew in the U.S. & Canada, compared to the same periods in 2025, primarily driven by higher RevPAR and rooms growth (see the Lodging Statistics and Properties and Rooms tables above for more information), as well as higher incentive management fees ($26 million and $35 million, respectively) and residential branding fees ($22 million and $36 million, respectively).

Current wording

In the 2026 third quarter and 2026 first three quarters, compared to the same periods in 2025, segment net fee revenues grew in the U.S. & Canada, primarily driven by higher RevPAR, rooms growth ($24 million and $65 million, respectively), and higher incentive management fees ($20 million and $55 million, respectively). See the Lodging Statistics and Properties and Rooms tables above for more information related to RevPAR and rooms growth. U.S. & Canada segment net fee revenues further increased in the 2026 first three quarters due to $35 million of higher residential branding fees.

Previous wording

U.S. & Canada segment profit decreased in the 2026 second quarter and 2026 first half, compared to the same periods in 2025, despite the higher net fee revenues, primarily due to the $68 million impairment charge discussed in Note 7, lower cost reimbursement revenue, net of reimbursed expenses ($37 million and $109 million, respectively), and a property-related litigation accrual ($27 million for both the 2026 second quarter and 2026 first half).

Current wording

U.S. & Canada segment profit increased in the 2026 third quarter and 2026 first three quarters, compared to the same periods in 2025, primarily due to the higher segment net fee revenues discussed above, partially offset by lower cost reimbursement revenue, net of reimbursed expenses ($24 million and $133 million, respectively). U.S. & Canada segment profit in the 2026 first three quarters further reflected the impairment charges discussed in Note 7.

Previous wording

Our long-term financial objectives include maintaining diversified financing sources, optimizing the mix and maturity of our long-term debt, and reducing our working capital. At the end of the 2026 second quarter, including the effect of interest rate swaps, our total long-term debt (current and noncurrent) had a weighted average interest rate of 4.6 percent, a weighted average maturity of approximately 5.5 years, and a ratio of fixed-rate to total long-term debt of 0.8 to 1.0.

Current wording

Our long-term financial objectives include maintaining diversified financing sources, optimizing the mix and maturity of our long-term debt, and reducing our working capital. At the end of the 2026 third quarter, including the effect of interest rate swaps, our total long-term debt (current and noncurrent) had a weighted average interest rate of 4.7 percent, a weighted average maturity of approximately 5.9 years, and a ratio of fixed-rate to total long-term debt of 0.8 to 1.0.

Previous wording

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.

Current wording

$5.0 billion, with an option to increase the commitments to $5.5 billion. 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.

Previous wording

Cash, cash equivalents, and restricted cash totaled $472 million as of June 30, 2026, an increase of $101 million from December 31, 2025, primarily due to net cash provided by operating activities ($1,806 million), long-term debt issuances, net of repayments ($670 million), loan collections ($102 million), and dispositions ($93 million, primarily due to the sale of a U.S. & Canada hotel), partially offset by share repurchases ($1,819 million), dividends paid ($370 million), capital and technology expenditures ($282 million), and financing outflows for employee stock-based compensation withholding taxes ($126 million).

Current wording

Cash, cash equivalents, and restricted cash totaled $463 million as of September 30, 2026, an increase of $92 million from December 31, 2025, primarily due to net cash provided by operating activities ($3,239 million), long-term debt issuances, net of repayments ($1,451 million), loan collections ($121 million), issuances of common stock for our employee stock purchase plan ($108 million), and dispositions ($96 million, primarily due to the sale of a U.S. & Canada hotel in the 2026 second quarter), partially offset by share repurchases ($3,081 million), net commercial paper repayments ($646 million), dividends paid ($559 million), capital and technology expenditures ($411 million), and financing outflows for employee stock-based compensation withholding taxes ($127 million).

Previous wording

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

Current wording

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

Previous wording

We made capital and technology expenditures of $282 million in the 2026 first half and $290 million in the 2025 first half. We expect capital expenditures and other investments will total approximately $1,250 million to $1,350 million for the 2026 full year, including contract acquisition costs, capital and technology expenditures, renovations at owned and leased hotels, loan advances, and other investing activities, but excluding any potential property or brand acquisitions, which we cannot forecast with sufficient accuracy and which may be significant. Our anticipated capital and technology expenditures include higher than typical spending on our worldwide technology systems transformation, the overwhelming portion of which we expect to be reimbursed over time.

Current wording

We made capital and technology expenditures of $411 million in the 2026 first three quarters and $432 million in the 2025 first three quarters. We expect capital expenditures and other investments will total approximately $1,250 million to $1,350 million for the 2026 full year, including contract acquisition costs, capital and technology expenditures (including renovations at owned and leased hotels), loan advances, and other investing activities, but excluding any potential property or brand acquisitions, which we cannot forecast with sufficient accuracy and which may be significant. Our anticipated capital and technology expenditures include higher than typical spending on our worldwide technology systems transformation, the overwhelming portion of which we expect to be reimbursed over time.

Previous wording

We repurchased 3.0 million shares of our common stock for $1.1 billion in the 2026 second quarter. Year-to-date through July 29, 2026, we repurchased 6.2 million shares for $2.2 billion. For additional information, see “Issuer Purchases of Equity Securities” in Part II, Item 2.

Current wording

We repurchased 3.5 million shares of our common stock for $1.3 billion in the 2026 third quarter. Year-to-date through October 28, 2026, we repurchased 9.6 million shares for $3.4 billion. For additional information, see “Issuer Purchases of Equity Securities” in Part II, Item 2.

Previous wording

Our Board of Directors declared the following quarterly cash dividends in 2026 to date: (1) $0.67 per share declared on February 12, 2026 and paid on March 31, 2026 to stockholders of record on February 26, 2026; and (2) $0.73 per share declared on May 8, 2026 and paid on June 30, 2026 to stockholders of record on May 22, 2026.

Current wording

Our Board of Directors declared the following quarterly cash dividends in 2026 to date: (1) $0.67 per share declared on February 12, 2026 and paid on March 31, 2026 to stockholders of record on February 26, 2026; (2) $0.73 per share declared on May 8, 2026 and paid on June 30, 2026 to stockholders of record on May 22, 2026; and (3) $0.73 per share declared on August 6, 2026 and paid on September 30, 2026 to stockholders of record on August 20, 2026.

Previous wording

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

Current wording

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