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What changed in Marriott International's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Marriott International's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+236 added−238 removedSource: 10-K (2026-02-10) vs 10-K (2025-02-11)

Top changes in Marriott International's 2025 10-K

236 paragraphs added · 238 removed · 199 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

52 edited+6 added−10 removed13 unchanged
Biggest changeRegis ® Properties 13 7 14 10 14 5 63 Rooms 2,669 887 3,511 2,066 3,659 675 13,467 EDITION ® Properties 5 5 4 3 2 1 20 Rooms 1,379 819 703 496 646 180 4,223 Bvlgari Properties — 4 1 2 2 — 9 Rooms — 332 121 157 201 — 811 Premium Marriott ® Hotels Properties 336 75 31 55 71 34 602 Rooms 131,983 21,341 9,976 16,512 24,852 9,174 213,838 Sheraton ® Properties 166 49 32 56 99 29 431 Rooms 64,254 13,469 9,513 16,914 38,399 8,091 150,640 Westin ® Properties 136 18 8 39 31 15 247 Rooms 55,323 6,074 2,147 11,026 10,370 4,347 89,287 Autograph Collection ® Properties 162 87 17 23 4 39 332 Rooms 37,404 12,024 2,753 4,969 571 12,777 70,498 Renaissance ® Hotels Properties 90 25 6 15 32 10 178 Rooms 28,315 5,834 1,728 3,806 11,307 2,959 53,949 Le Méridien ® Properties 24 16 20 33 21 3 117 Rooms 5,262 5,164 6,490 7,735 5,862 562 31,075 Delta Hotels by Marriott ® (Delta Hotels ® ) Properties 92 32 8 — 4 3 139 Rooms 21,817 5,586 1,876 — 1,529 561 31,369 MGM Collection with Marriott Bonvoy (2) Properties 12 — — — — — 12 Rooms 26,210 — — — — — 26,210 Tribute Portfolio ® Properties 88 28 8 13 8 9 154 Rooms 16,578 3,794 1,173 1,444 1,735 1,011 25,735 Gaylord ® Hotels Properties 6 — — — — — 6 Rooms 10,220 — — — — — 10,220 Design Hotels ® Properties 20 93 9 13 4 22 161 Rooms 2,157 6,912 768 955 783 531 12,106 Marriott Executive Apartments ® Properties — 3 13 13 11 2 42 Rooms — 212 1,841 1,785 1,735 240 5,813 Apartments by Marriott Bonvoy TM Properties — — — — — 2 2 Rooms — — — — — 231 231 Sonder by Marriott Bonvoy Properties 104 56 3 — — — 163 Rooms 6,501 1,850 844 — — — 9,195 5 Table of Contents U.S. & Canada Europe Middle East & Africa Asia Pacific excluding China Greater China Caribbean & Latin America Total Select Courtyard by Marriott ® (Courtyard ® ) Properties 1,076 80 12 65 58 50 1,341 Rooms 148,671 14,639 2,635 13,184 14,951 8,100 202,180 Fairfield by Marriott ® (Fairfield ® ) Properties 1,174 1 — 72 66 18 1,331 Rooms 111,495 222 — 9,614 10,398 2,521 134,250 Residence Inn by Marriott ® (Residence Inn ® ) Properties 873 30 8 — — 9 920 Rooms 107,249 3,446 1,205 — — 1,328 113,228 SpringHill Suites by Marriott ® (SpringHill Suites ® ) Properties 563 — — — — — 563 Rooms 66,666 — — — — — 66,666 Four Points by Sheraton ® (Four Points ® ) Properties 148 24 23 50 67 20 332 Rooms 22,028 4,309 5,520 11,501 17,724 2,624 63,706 TownePlace Suites by Marriott ® (TownePlace Suites ® ) Properties 525 — — — — — 525 Rooms 53,208 — — — — — 53,208 Aloft ® Hotels Properties 166 11 12 17 14 17 237 Rooms 24,010 1,763 2,743 4,296 3,180 2,769 38,761 AC Hotels by Marriott ® Properties 126 88 2 7 2 19 244 Rooms 21,029 11,909 286 1,966 378 3,007 38,575 Moxy ® Hotels Properties 44 93 — 13 11 — 161 Rooms 7,805 17,587 — 2,886 2,052 — 30,330 Element ® Hotels Properties 90 2 7 3 8 — 110 Rooms 12,428 275 1,189 572 1,647 — 16,111 Protea Hotels ® by Marriott Properties — — 64 — — — 64 Rooms — — 6,932 — — — 6,932 Midscale City Express by Marriott SM Properties 1 — — — — 152 153 Rooms 83 — — — — 17,694 17,777 Four Points Flex SM by Sheraton Properties — 11 4 13 — — 28 Rooms — 1,420 231 3,386 — — 5,037 Residences Residences Properties 72 12 17 20 2 14 137 Rooms 7,664 619 2,429 3,808 302 862 15,684 Subtotal Properties 6,235 922 373 629 589 518 9,266 Subtotal Rooms 1,043,224 153,904 80,263 143,177 172,388 90,248 1,683,204 Timeshare (1) Properties 93 Rooms 22,750 Yacht (1) Properties 2 Rooms 377 Total Properties 9,361 Total Rooms 1,706,331 (1) We exclude geographical data for Timeshare and Yacht as these offerings are captured within “Unallocated corporate and other.” (2) Excludes five MGM Collection with Marriott Bonvoy properties (two Autograph Collection, one Tribute Portfolio, one The Luxury Collection, and one W Hotels), which are presented within their respective brands.
Biggest changeRegis ® Properties 13 7 15 10 15 6 66 Rooms 2,669 887 3,683 2,067 3,948 987 14,241 EDITION ® Properties 5 6 5 3 2 1 22 Rooms 1,379 967 943 496 646 186 4,617 Bvlgari Properties — 4 1 2 2 — 9 Rooms — 328 121 157 201 — 807 Premium (2) Marriott ® Hotels Properties 336 79 32 61 76 35 619 Rooms 131,859 22,363 10,327 18,318 26,161 9,209 218,237 Sheraton ® Properties 165 48 33 58 103 29 436 Rooms 63,854 13,361 9,899 17,156 35,597 8,091 147,958 Westin ® Properties 137 16 8 42 32 16 251 Rooms 55,569 5,100 2,147 11,886 10,747 4,535 89,984 Autograph Collection ® Properties 169 96 22 28 5 42 362 Rooms 38,737 13,399 3,890 5,573 1,381 13,419 76,399 Renaissance ® Hotels Properties 92 23 6 16 34 9 180 Rooms 28,610 5,561 1,728 3,935 11,767 2,476 54,077 Le Méridien ® Properties 24 17 19 36 23 3 122 Rooms 5,299 5,260 6,197 8,210 6,468 562 31,996 Delta Hotels by Marriott ® (Delta Hotels ® ) Properties 91 30 8 — 4 4 137 Rooms 21,698 5,224 1,593 — 1,529 759 30,803 MGM Collection with Marriott Bonvoy Properties 12 — — — — — 12 Rooms 26,210 — — — — — 26,210 Tribute Portfolio ® Properties 102 36 11 15 11 11 186 Rooms 19,080 4,513 2,191 1,794 2,091 1,250 30,919 Gaylord ® Hotels Properties 7 — — — — — 7 Rooms 11,820 — — — — — 11,820 Design Hotels ® Properties 25 127 9 25 6 31 223 Rooms 2,693 8,728 768 1,483 929 887 15,488 Marriott Executive Apartments ® Properties — 3 18 15 12 2 50 Rooms — 214 3,135 2,228 1,918 240 7,735 Outdoor Collection by Marriott Bonvoy SM (3) Properties 32 — — — — — 32 Rooms 1,532 — — — — — 1,532 Apartments by Marriott Bonvoy SM Properties 2 1 — — — 2 5 Rooms 381 44 — — — 231 656 5 Table of Contents U.S. & Canada Europe Middle East & Africa Asia Pacific excluding China Greater China Caribbean & Latin America Total Select Courtyard by Marriott ® (Courtyard ® ) Properties 1,083 84 12 67 63 53 1,362 Rooms 149,901 15,231 2,635 13,712 16,091 8,520 206,090 Fairfield by Marriott ® (Fairfield ® ) Properties 1,191 1 — 77 94 18 1,381 Rooms 113,031 222 — 10,363 14,611 2,521 140,748 Residence Inn by Marriott ® (Residence Inn ® ) Properties 889 31 8 — — 9 937 Rooms 109,374 3,517 1,114 — — 1,328 115,333 SpringHill Suites by Marriott ® (SpringHill Suites ® ) Properties 579 — — — — — 579 Rooms 68,370 — — — — — 68,370 Four Points by Sheraton ® (Four Points ® ) Properties 145 27 29 57 102 24 384 Rooms 20,848 4,788 6,340 13,382 23,837 3,213 72,408 TownePlace Suites by Marriott ® (TownePlace Suites ® ) Properties 571 — — — — — 571 Rooms 57,577 — — — — — 57,577 Aloft ® Hotels Properties 169 11 13 19 15 16 243 Rooms 24,408 1,911 2,850 4,676 3,394 2,577 39,816 AC Hotels by Marriott ® Properties 142 88 2 10 4 21 267 Rooms 23,831 11,844 286 2,597 995 3,275 42,828 Moxy ® Hotels Properties 49 104 1 15 11 1 181 Rooms 8,604 19,905 160 3,307 1,944 122 34,042 Element ® Hotels Properties 102 3 7 3 7 — 122 Rooms 13,920 489 1,189 572 1,398 — 17,568 Protea Hotels ® by Marriott Properties — — 65 — — — 65 Rooms — — 7,020 — — — 7,020 citizenM ® Properties 16 19 — 1 1 — 37 Rooms 4,374 3,938 — 210 267 — 8,789 Midscale City Express by Marriott SM Properties 11 — — — — 147 158 Rooms 1,129 — — — — 17,781 18,910 Four Points Flex SM by Sheraton Properties — 34 4 16 — — 54 Rooms — 4,106 231 3,469 — — 7,806 Series by Marriott SM (3) Properties 2 — — 37 — — 39 Rooms 164 — — 2,597 — — 2,761 StudioRes SM Properties 4 — — — — — 4 Rooms 496 — — — — — 496 Residences Residences Properties 72 13 20 21 2 16 144 Rooms 7,553 684 2,991 3,818 302 905 16,253 Subtotal Properties 6,360 988 397 733 684 545 9,707 Subtotal Rooms 1,065,108 167,323 84,934 157,326 188,596 93,134 1,756,421 Timeshare (1) Properties 95 Rooms 22,912 Yacht (1) Properties 3 Rooms 603 Total Properties 9,805 Total Rooms 1,779,936 (1) We exclude geographical data for Timeshare and Yacht as these offerings are captured within “Unallocated corporate and other.” (2) During 2025, we terminated our licensing agreement with Sonder Holdings Inc.
Our talent development strategy is designed to provide opportunities for our associates to develop and grow their careers with Marriott for the long term while driving the performance of our business. 9 Table of Contents Investing in Associates We are focused on providing our associates with the tools, resources, and support they need to thrive – both personally and professionally.
Our talent development strategy is designed to 9 Table of Contents provide opportunities for our associates to develop and grow their careers with Marriott for the long term while driving the performance of our business. Investing in Associates We are focused on providing our associates with the tools, resources, and support they need to thrive – both personally and professionally.
At our headquarters in Bethesda, Maryland, we utilize a hybrid work model to allow for flexibility and choice to meet the needs of our corporate workforce. For many hotel-based associates, we are innovating the way hotel jobs are structured, introducing more flexibility and choice through our integrated jobs program, which allows associates to have more cross-training and engaging roles.
At our headquarters in Bethesda, Maryland, we utilize a hybrid work model to allow for flexibility and choice to meet the needs of our corporate workforce. For many hotel-based associates, we are innovating the way hotel jobs are structured by introducing more flexibility and choice through our integrated jobs program, which allows associates to have cross-training and more engaging roles.
Sustainability and Social Impact We are focused on creating a positive and sustainable impact wherever we do business. Our sustainability and social impact platform, Serve 360: Doing Good in Every Direction, is built around four focus areas: Nurture Our World; Sustain Responsible Operations; Empower Through Opportunity; and Welcome All and Advance Human Rights.
Sustainability and Social Impact We are focused on creating a positive and sustainable impact wherever we do business. Our sustainability and social impact platform, Serve 360: Doing Good in Every Direction, is built around four areas: Nurture Our World; Sustain Responsible Operations; Empower Through Opportunity; and Welcome All and Advance Human Rights.
Growing Great Leaders We believe that associates at every level can inspire others through great leadership. Our Leadership Framework, designed to help us grow great leaders, starts with three Leadership Essentials that clearly define what great leadership means at Marriott at all levels of the organization.
Growing Great Leaders We believe that associates at every level can inspire others through great leadership. Our Leadership Framework, designed to help us grow great leaders, starts with Leadership Essentials that clearly define what great leadership means at Marriott at all levels of the organization.
We provide our eligible U.S. associates and their families with access to comprehensive compensation and benefits offerings, such as health care coverage, work/life support benefits, and other offerings, including retirement savings and employee stock purchase plans.
We provide our eligible U.S. associates and their families access to comprehensive compensation and benefits offerings, such as health care coverage, work/life support benefits, and other offerings, including retirement savings and employee stock purchase plans.
Under our hotel franchising arrangements, we generally receive an initial application fee and continuing royalty fees, which typically range from four to seven percent of room revenues, plus for certain brands, up to four percent of food and beverage revenues, as well as reimbursement for centralized programs and services, such as our Loyalty Program, reservations, and marketing.
Under our hotel franchising arrangements, we generally receive an initial application fee and continuing royalty fees, which typically range from four to seven percent of room revenues, plus for certain brands, up to four percent of food and beverage revenues, as well as reimbursement for centralized programs and services, such as our Loyalty Program (as defined below), reservations, and marketing.
We also utilize innovative and sophisticated revenue management systems, many of which are proprietary, which are designed to facilitate pricing decisions, increase efficiency, and optimize property-level revenue. Most of the hotels in our portfolio utilize web-based programs to effectively manage the rate set-up and modification processes, which provides for greater pricing flexibility and increased efficiency.
We also utilize innovative and sophisticated revenue management systems, including proprietary systems, which are designed to facilitate pricing decisions, increase efficiency, and optimize property-level revenue. Most of the hotels in our portfolio utilize web-based programs to effectively manage the rate set-up and modification processes, which provides for greater pricing flexibility and increased efficiency.
It encompasses our portfolio of over 30 brands and other travel offerings, our direct channels, and our award-winning travel loyalty program, which we refer to throughout this report as our “Loyalty Program.” Loyalty Program members can earn points for stays at participating properties and other travel offerings, such as Homes & Villas by Marriott Bonvoy, a global offering focusing on the premium and luxury tiers of rental homes, as well as through purchases with co-branded credit cards and our Loyalty Program partners.
It encompasses our portfolio of compelling brands and other travel offerings, our direct channels, and our award-winning travel loyalty program, which we refer to throughout this report as our “Loyalty Program.” Loyalty Program members can earn points for stays at participating properties and other travel offerings, such as Homes & Villas by Marriott Bonvoy, a global offering focusing on the premium and luxury tiers of rental homes, as well as through purchases with co-branded credit cards and our Loyalty Program partners.
Members can redeem points for stays at participating properties, airline tickets, airline frequent flyer program miles, rental cars, products from Marriott Bonvoy Boutiques ® , and a variety of other awards, including experiences from Marriott Bonvoy Moments ® . 7 Table of Contents We believe that our Loyalty Program generates substantial repeat business that might otherwise go to competing properties.
Members can redeem points for stays at participating properties, airline tickets, airline frequent flyer program miles, rental cars, products from Marriott Bonvoy Boutiques ® , and a variety of other awards, including experiences from Marriott Bonvoy Moments ® . We believe that our Loyalty Program generates substantial repeat business that might otherwise go to competing properties.
Our above-property sales deployment and revenue management strategies are designed around the way the customer wants to buy and the strategic priorities of hotels in our system. Our above-property sales strategy focuses on offering global business-to-business solutions, driving efficiencies, optimizing revenue, and enhancing customer loyalty while minimizing duplication of efforts at the hotel level.
Our above-property sales and revenue management strategies are designed around the way the guest wants to buy and the strategic priorities of hotels in our system. Our above-property sales strategy focuses on offering global business-to-business solutions, driving efficiencies, optimizing revenue, and enhancing guest loyalty while minimizing duplication of efforts at the hotel level.
Providing Access to Opportunity Our focus on access to opportunity encompasses a range of initiatives and programs to support our goal to make all stakeholders (including associates, guests, hotel owners, and suppliers) feel welcome and valued.
Creating Access to Opportunity Our focus on access to opportunity encompasses a range of initiatives and programs to support our goal to make all stakeholders (including associates, guests, hotel owners, and suppliers) feel welcome and valued.
Brand Portfolio We believe that our brand portfolio offers the most compelling range of brands and lodging offerings in hospitality. Our brands are categorized by style of offering - Classic and Distinctive.
Brand Portfolio We believe that our brand portfolio offers the most compelling range of brands, lodging properties, and other offerings in hospitality. Our brands are categorized by style of offering - Classic and Distinctive.
We make all such filings available free of charge as soon as reasonably practicable after filing. The information found on our website is not part of this or any other report we file with or furnish to the SEC. 10 Table of Contents
We make all such filings available free of charge as soon as reasonably practicable after filing. The information found on our website is not part of this or any other report we file with or furnish to the SEC.
Our direct digital channels also compete for guests with online travel services platforms, such as Expedia.com, Priceline.com, Booking.com, Travelocity.com, Orbitz.com, and Trip.com, and search engines such as Google, Bing, Yahoo, and Baidu.
Our direct digital channels also compete for guests with online travel 8 Table of Contents services platforms, such as Expedia.com, Priceline.com, Booking.com, Travelocity.com, Orbitz.com, and Trip.com, and search engines such as Google, Bing, Yahoo, and Baidu.
Approximately 118,000 of the associates employed by Marriott are located in the U.S., of which approximately 20,000 belong to labor unions. Outside the U.S., some of our associates are represented by trade unions, works councils, or employee associations.
Approximately 115,000 of the associates employed by Marriott are located in the U.S., of which approximately 19,000 belong to labor unions. Outside the U.S., some of our associates are represented by trade unions, works councils, or employee associations.
Item 1. Business. Overview We are a worldwide operator, franchisor, and licensor of hotel, residential, timeshare, and other lodging properties under more than 30 brand names at different price and service points. Consistent with our focus on management, franchising, and licensing, we own or lease very few of our lodging properties (less than one percent of our system).
Item 1. Business. Overview We are a worldwide franchisor, operator, and licensor of hotel, residential, timeshare, and other lodging properties under a portfolio of compelling brands at different price and service points. Consistent with our focus on franchising, management, and licensing, we own or lease very few of our lodging properties (less than one percent of our system).
Our marketing strategies focus on building awareness, increasing demand, promoting Marriott Bonvoy, and increasing customer loyalty. We do this through a variety of brand and marketing programs, offerings, and tools.
Our marketing strategies focus on building awareness and consideration of Marriott Bonvoy, increasing demand, and increasing guest loyalty. We do this through a variety of brand and marketing programs, offerings, and tools.
Such agreements are generally for periods of 10 to 20 years. 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 , pursuant to which we receive royalty and certain other fees.
The terms of these agreements vary, but they are generally for periods of 10 to 25 years. 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 , pursuant to which we receive royalty and certain other fees.
Outside the U.S., we offer comprehensive compensation and benefit programs that vary based on the geographic market and we regularly evaluate these programs for competitiveness against the external talent market. Our TakeCare program provides associates with tools and resources to support their physical, mental, and financial well-being. In addition, pay equity is foundational to our compensation structures and practices.
Outside the U.S., we offer comprehensive compensation and benefit programs that vary based on the geographic market, and we regularly evaluate these programs for competitiveness against the external talent market. Our TakeCare program provides associates with tools and resources to support their physical, mental, and financial well-being.
We believe that our co-branded credit cards create a diverse revenue stream for the Company, reflect the quality and value of our portfolio of brands, and contribute to the strength of our Loyalty Program by creating value for our customers, hotel owners, and other parties with whom we have an affiliation.
We believe that our co-branded credit cards create a diverse revenue stream for the Company, reflect the quality, significance and value of Marriott Bonvoy and our global lodging portfolio, and contribute to the strength of our Loyalty Program by creating value for our guests, hotel owners, and other parties with whom we have an affiliation.
We believe that the location and quality of our lodging offerings, our Loyalty Program, our marketing programs, our reservation systems, and our emphasis on guest service and guest and associate satisfaction contribute to guest preference across all our brands. Affiliation with a brand is common in the U.S. lodging industry.
We believe that the location and quality of our lodging offerings, our Loyalty Program, our marketing programs, our reservation systems, and our emphasis on guest service and guest and associate satisfaction contribute to guest preference across our brands. Affiliation with a brand is common in the U.S. lodging industry. In 2025, approximately 73 percent of U.S. hotel rooms were brand-affiliated.
Some of the regulations that most affect us and our business include those related to employment practices; marketing and advertising; consumer protection; trade and economic sanctions; anti-bribery, anti-corruption, and anti-money laundering; intellectual property; cybersecurity, data privacy, data localization, data transfers, and the handling of personally identifiable information; competition; climate and the environment; health, safety, and accessibility; liquor sales; the offer and sale of franchises; and credit card products.
Some of the regulations that most affect us and our business include those related to employment practices; marketing and advertising; consumer protection; trade and economic sanctions; anti-bribery, anti-corruption, and anti-money laundering; intellectual property; cybersecurity, data privacy, data localization, data transfers, the handling of personally identifiable information, and artificial intelligence (“AI”) and other emerging technologies; the offer and sale of franchises; competition and pricing; climate and the environment; health, safety, and accessibility; food and beverage sales; gaming and other entertainment offerings; and credit card products.
At year-end 2024, Marriott managed the employment of approximately 418,000 associates. This number includes approximately 155,000 associates employed by Marriott at properties, customer care centers, and above-property operations, as well as approximately 263,000 associates who are employed by our hotel owners but whose employment is managed by Marriott (which is common outside the U.S.).
This number includes approximately 148,000 associates employed by Marriott at properties, customer care centers, and above-property operations, as well as approximately 266,000 associates who are employed by our hotel owners but whose employment is managed by Marriott (which is common outside the U.S.).
In the U.S., we have multi-year agreements with JPMorgan Chase and American Express. We also license credit card programs internationally, including in Japan, China, Canada, the United Arab Emirates, and other markets.
We have co-branded credit cards associated with Marriott Bonvoy in 11 countries. In the U.S., we have multi-year agreements with JPMorgan Chase and American Express. We also license credit card programs internationally, including in Japan, the United Arab Emirates, China, Canada, and other markets.
Company-Operated Properties At year-end 2024, we had 2,032 company-operated properties (586,201 rooms), which included properties under long-term management agreements with hotel owners and properties that we own and lease.
Company-Operated Properties At year-end 2025, we had 2,017 company-operated properties (580,170 rooms), which included properties under long-term management agreements with hotel owners and properties that we own and lease.
In 2024, we also revamped our leadership development offerings with tailored programming that targets successive managerial levels, creating a clear pathway for associates to progressively grow into leadership roles. Our leadership competencies are integrated into our performance management process and leadership development programs.
Our leadership development offerings include tailored programming that targets all levels, creating a clear pathway for associates to progressively grow into leadership roles. Our leadership competencies are integrated into our performance management process and leadership development programs.
Our focus on creating frictionless experiences throughout our direct digital channels is foundational to our worldwide technology systems transformation. This multi-year transformation of our reservations, property management, and loyalty systems is focused on introducing new technology that delivers more choices for customers, new capabilities for associates, and new revenue opportunities for hotels in our system.
This multi-year transformation of our reservations, property management, and loyalty systems is focused on introducing new technology that delivers more choices for guests, new capabilities for associates, and new revenue opportunities for hotels in our system.
We encourage continual feedback from our associates at all levels. We measure associate satisfaction through our Associate Engagement Survey, which gives all associates the opportunity to provide feedback about their work experience, providing valuable insights so we can drive improvements in our culture.
We encourage continual feedback from our associates at all levels. We measure associate satisfaction through associateVoice surveys, which give all associates the opportunity to provide feedback about their work experience, providing valuable insights so we can drive improvements in our culture. The surveys occur three times per year to allow for frequent feedback.
We believe that our brands are attractive to hotel owners seeking a management company, franchise, or other licensing affiliation because of the benefits of our Loyalty Program, centralized reservation systems, marketing programs, and other offerings, and our emphasis on guest service. Seasonality In general, business at hotels in our system fluctuates moderately with the seasons.
We also face strong competition in attracting and retaining hotel owners. We believe that our brands are attractive to hotel owners seeking a franchise, management company, or other licensing affiliation because of our global scale and the benefits of our Loyalty Program, centralized reservation systems, marketing programs, and other offerings, and our emphasis on guest service.
At year-end 2024, we had 137 branded residential properties (15,684 residential units). Intellectual Property We operate in a highly competitive industry and our brand names, trademarks, service marks, trade names, and logos are very important to our business, including the development, sales and marketing of our lodging offerings and services.
Intellectual Property We operate in a highly competitive industry and our brand names, trademarks, service marks, trade names, and logos are very important to our business, including the development, sales and marketing of our brands and other hospitality offerings and services.
Payments received under our co-branded credit card agreements represent a significant funding source for the Loyalty Program. See the “Loyalty Program” caption in Note 2 for more information about our Loyalty Program and co-branded credit cards. Sales and Marketing and Reservation Systems Marriott.com, the Marriott Bonvoy mobile app, and our other direct digital channels offer seamless digital experiences.
Payments received under our co-branded credit card agreements represent a significant funding source for the Loyalty Program. See the “Loyalty Program” caption in Note 2 for more information about our Loyalty Program and co-branded credit cards.
Based on lodging industry data, we have an approximately 17 percent share of the U.S. hotel market and a four percent share of the hotel market outside the U.S. (based on number of rooms).
Although lodging properties outside the U.S. also often affiliate with a brand, such brand affiliation is less prevalent than in the U.S. Based on lodging industry data, we have an approximately 17 percent share of the U.S. hotel market and a four percent share of the hotel market outside the U.S. (based on number of rooms).
We receive one-time branding fees upon the sale of each branded residential unit by the third-party developers who construct and sell the residences, with limited amounts, if any, of our capital at risk. We often also manage the related homeowners’ association and receive continuing management fees for that service.
Residential We use or license certain of our trademarks for the sale of residential real estate, often in conjunction with hotel development. We receive one-time branding fees upon the sale of each branded residential unit by the third-party developers who construct and sell the residences, with limited amounts, if any, of our capital at risk.
We believe that our brand names and other intellectual property have come to represent outstanding quality, care, service, and value to our customers, guests, and the traveling public. Accordingly, we register and protect our intellectual property where we deem appropriate and otherwise protect against its unauthorized use.
We believe that our brand names and other intellectual property have come to represent outstanding quality, care, service, and value to our guests, the traveling public, and hotel owners.
Midscale offers limited services and essential amenities at a more affordable price point. Longer stay brands, which are classified under multiple quality tiers, offer amenities that mirror the comforts of home. The following table shows the portfolio of brands owned, operated, and/or licensed by Marriott for properties open at year-end 2024.
Midscale offers limited services and essential amenities at a more affordable price point. Longer stay brands, which are classified under multiple quality tiers, offer amenities suggestive of the comforts of home.
Certain licensees are also charged for certain systems and centralized programs and services, such as our Loyalty Program, reservations, and marketing. At year-end 2024, we had 7,192 franchised, licensed, and other properties (1,104,446 rooms and timeshare units). Residential We use or license certain of our trademarks for the sale of residential real estate, often in conjunction with hotel development.
Certain licensees and other counterparties are also charged for certain systems and centralized programs and services, such as our Loyalty Program, reservations, and marketing. At year-end 2025, we had 7,644 franchised, licensed, and other properties (1,183,513 rooms and timeshare units).
Business at some resort properties may be more seasonal depending on location. Human Capital Management Marriott’s long history of service, innovation, and growth is built on a culture of putting people first. We are committed to investing in our associates, with a focus on leadership development, competitive compensation, and creating a sense of well-being and belonging for all.
Seasonality In general, business at hotels in our system fluctuates moderately with the seasons. Business at some resort properties may be more seasonal depending on location. Human Capital Management Marriott’s long history of service, innovation, and growth is built on a culture of putting people first.
We provide centralized programs and services, such as our Loyalty Program (as defined below), reservations, and marketing, as well as various accounting and data processing services, and hotel owners are required to reimburse us for those costs as well.
In addition to providing hotel-level operating and administrative services, we also provide centralized programs and services, such as our Loyalty Program, reservations, and marketing, as well as various accounting and data processing services. Under our management agreements, hotel owners are generally responsible for hotel operating costs, including centralized programs and services.
In 2024, 72 percent of our U.S. hotel room nights and 65 percent of our global hotel room nights were booked by Loyalty Program members. We strategically market to this large and growing guest base to generate revenue. We have co-branded credit cards associated with Marriott Bonvoy in 11 countries.
In 2025, approximately 75 percent of our U.S. hotel room nights and approximately 68 percent of our global hotel room nights were booked by Loyalty Program members. We strategically market to this large and growing guest base to generate revenue, and we are focused on attracting and enrolling new Loyalty Program members.
As of year-end 2024, our system included 9,361 properties (1,706,331 rooms) in 144 countries and territories, and we also had nearly 3,800 hotels (over 577,000 rooms) in our development pipeline.
As of year-end 2025, our system included 9,805 properties (1,779,936 rooms) in 145 countries and territories, and we also had approximately 4,100 properties (nearly 610,000 rooms) in our development pipeline.
Property and room counts presented by brand in the above table include certain hotels in our system that are not yet operating under such brand, but are expected to operate under such brand following the completion of planned renovations. In addition, Four Points Flex by Sheraton refers to properties previously referred to as Four Points Express by Sheraton.
Property and room counts presented by brand in the above table include certain hotels in our system that are not yet operating under such brand, but are expected to operate under such brand following the completion of planned renovations. 6 Table of Contents Franchised, Licensed, and Other Properties We have franchise, license, and other arrangements that permit hotel owners and certain other third parties to use many of our lodging brand names and systems.
In many jurisdictions, our management agreements may be subordinated to mortgages or other liens securing indebtedness of the hotel owners.
Our lease agreements also vary, but may include fixed annual rentals plus additional rentals based on a specified percentage of annual revenues that exceed a fixed amount. In many jurisdictions, our management agreements may be subordinated to mortgages or other liens securing indebtedness of the hotel owners.
Globally, pay equity best practices guide our determination of starting pay for our associates, including our policy of prohibiting compensation history inquiries. In the U.S., we conduct pay equity audits at least annually and make adjustments as needed.
Globally, Marriott’s compensation structures and policies are designed to promote pay equity, including our policy of prohibiting compensation history inquiries. In the U.S., we conduct pay equity audits annually.
We have set near-term and long-term science-based emissions reduction targets, which were verified by the Science Based Targets initiative in 2024. In response to humanitarian crises and natural disasters, hotels in our system often look to support their local communities in need by donating funds, hotel stays, food, supplies, and volunteer hours.
In response to humanitarian crises and natural disasters, hotels in our system often look to support their local communities in need by donating funds, hotel stays, food, supplies, and volunteer hours. We also deploy our Company relief funds to support affected associates and their families and charitable organizations providing relief in impacted areas.
In many cases (particularly in our U.S. & Canada, Europe, and CALA regions), incentive management fees 6 Table of Contents are subject to a specified owner return. Our management agreements also typically include reimbursement of costs of operations (both direct and indirect).
In many cases (particularly in our U.S. & Canada, Europe, and CALA regions), incentive management fees are subject to a specified owner return. Such agreements are generally for initial periods of 20 to 30 years, with options for us to renew for up to 10 or more additional years.
The Inclusion and Social Impact Committee of our Board of Directors (“Board”), established over 20 years ago, assists the Board in providing oversight of the Company’s strategy related to our people-first culture, associate well-being and inclusion, and corporate social responsibility and environmental matters.
The Inclusion and Social Impact Committee of our Board of Directors (“Board”), established over 20 years ago, assists the Board in providing oversight of the Company’s strategy and efforts to advance the Company’s business through the Company’s culture and core values, including creating access to opportunity for its various stakeholders and supporting the communities in which the Company operates.
In 2025, we expect properties to open under additional brand offerings, including our StudioRes TM brand and our outdoor-focused lodging offerings. 4 Table of Contents The following table shows the geographic distribution of properties operating under the brands in our portfolio at year-end 2024: U.S. & Canada Europe Middle East & Africa Asia Pacific excluding China Greater China Caribbean & Latin America Total Luxury JW Marriott ® Properties 35 8 13 29 24 17 126 Rooms 19,269 2,525 4,734 9,399 9,556 4,496 49,979 The Ritz-Carlton ® Properties 43 13 16 24 18 9 123 Rooms 13,227 2,820 4,049 4,821 5,158 2,007 32,082 The Luxury Collection ® Properties 19 40 15 30 5 11 120 Rooms 9,903 5,801 2,691 7,125 1,488 1,570 28,578 W Hotels ® Properties 26 11 6 11 11 8 73 Rooms 8,417 2,271 2,175 2,754 3,905 1,931 21,453 St.
The following table shows the portfolio of brands owned, operated, and/or licensed by Marriott for properties open at year-end 2025. 4 Table of Contents The following table shows the geographic distribution of properties operating under the brands in our portfolio at year-end 2025: U.S. & Canada Europe Middle East & Africa Asia Pacific excluding China Greater China Caribbean & Latin America Total Luxury JW Marriott ® Properties 36 10 12 32 23 17 130 Rooms 19,518 2,969 4,582 10,233 9,093 4,496 50,891 The Ritz-Carlton ® Properties 43 12 17 24 19 11 126 Rooms 13,230 2,620 4,059 4,821 5,348 2,201 32,279 The Luxury Collection ® Properties 21 45 14 32 7 13 132 Rooms 10,108 6,614 2,680 7,512 4,040 1,770 32,724 W Hotels ® Properties 23 13 6 11 11 8 72 Rooms 7,282 2,536 2,175 2,754 3,893 1,593 20,233 St.
Loyalty and Credit Card Programs Marriott Bonvoy ® is central to our business strategy.
Accordingly, we register and protect our intellectual property where we deem appropriate and otherwise protect against its unauthorized use. 7 Table of Contents Loyalty and Credit Card Programs Marriott Bonvoy ® is central to our business strategy.
Our associate engagement scores exceeded the “Global Best Employer” external benchmark in 2024, and we were recognized as a top 10 company on the Fortune 100 Best Companies to Work For ® in 2024, a list we have been on for 27 consecutive years.
Our associate scores exceeded the “Global Best Employer” external benchmark in 2025, and we were recognized as a top 5 company on the Fortune World’s Best Workplaces TM list in 2025. Our human capital strategy is based on three signature elements – Growing Great Leaders, Investing in Associates, and Creating Access to Opportunity.
Competition We compete for guests in many areas, including brand recognition and reputation, location, guest satisfaction, room rates, quality of service, amenities, quality of accommodations, safety and security, and the ability to earn and redeem loyalty program points.
Competition There is robust competition within the hospitality industry, including as relates to brand recognition and reputation, location, guest satisfaction, room rates, quality of service and accommodations, property amenities and offerings, and guest loyalty programs and offerings (including co-branded credit cards).
For the hotels we operate, we generally are responsible for hiring, training, and supervising the associates needed to operate the hotels and for incurring operational and administrative costs related to the operation of the hotels, and hotel owners are required to reimburse us for those costs.
In certain circumstances, some of our management agreements allow owners to convert company-operated properties to franchised properties under our brands. For the hotels we operate, we generally are responsible for hiring, training, and supervising the associates needed to operate the hotels.
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Such agreements are generally for initial periods of 20 to 30 years, with options for us to renew for up to 10 or more additional years. Our lease agreements also vary, but may include fixed annual rentals plus additional rentals based on a specified percentage of annual revenues that exceed a fixed amount.
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(3) The Outdoor Collection by Marriott Bonvoy includes properties under both the Premium and Select quality tiers. Series by Marriott includes properties under both the Select and Midscale quality tiers.
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Franchised, Licensed, and Other Properties We have franchise, license, and other arrangements that permit hotel owners and certain other third parties to use many of our lodging brand names and systems.
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We often also manage or provide a brand license to the related homeowners’ association and receive continuing fees for that service or license. At year-end 2025, we had 144 branded residential properties (16,253 residential units).
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We deliver customer-minded enhancements, including powerful in-stay capabilities through our mobile app, such as contactless check-in and check-out, Mobile Key, chat, service requests, mobile dining, and more. In addition, we are focused on strengthening Marriott Bonvoy by attracting more Loyalty Program members and localizing our experiences to reach new customers around the world.
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Direct Digital Channels, Sales and Revenue Management, and Marketing Marriott.com, the Marriott Bonvoy mobile app, and our other direct digital channels offer seamless guest experiences. We regularly introduce enhancements to improve guests’ experience exploring and booking rooms across Marriott’s extensive portfolio of properties, giving guests access to exclusive offers, rates, and Loyalty Program member perks.
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In 2024, approximately 73 percent of U.S. hotel rooms were brand-affiliated. Although lodging properties outside the U.S. also often affiliate with a brand, such brand affiliation is 8 Table of Contents less prevalent than in the U.S.
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In addition, the Marriott Bonvoy mobile app facilitates smooth arrivals and seamless stays with features like contactless check-in and check-out, mobile key, chat, service requests, mobile dining, and more at participating properties. Our focus on creating frictionless experiences across our direct digital channels is foundational to our worldwide technology systems transformation.
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In 2024, we changed our cadence from an annual survey to three times per year to allow for more frequent feedback.
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We are committed to investing in our associates, with a focus on leadership development, competitive compensation, and creating a sense of well-being. At year-end 2025, Marriott managed the employment of approximately 414,000 associates.
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In 2024, we launched a comprehensive initiative, with a focus on our headquarters and corporate offices, to enhance our effectiveness and efficiency across the Company and to advance our strategic objectives.
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We remain focused on meeting the evolving needs of associates, guests, hotel owners, and the communities and environments in which we operate. Our sustainability strategy and initiatives focus on identifying opportunities to integrate sustainable practices across our business, particularly in the areas of energy, emissions, waste, and water.
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As part of these efforts, we streamlined some roles, reshaped work to focus on our highest priorities, and de-layered the organization to speed up and simplify decision-making capabilities of our teams. Our human capital strategy is based on three signature elements – Growing Great Leaders, Investing in Associates, and Providing Access to Opportunity.
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Our efforts are centered around (1) making the communities and environments where we operate better places to live, work, and visit, (2) embedding sustainability across our operations, (3) providing access to workplace readiness and opportunity for all to grow and succeed, and (4) encouraging cultural understanding and connecting people through the power of travel.
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Our sustainability strategy and initiatives focus on a wide range of issues, including designing resource-efficient hotels, implementing technologies to track and reduce energy and water consumption, as well as waste and food waste, increasing the use of renewable energy, managing water-related risks, focusing on third-party sustainability certifications at the hotel-level, supporting ecosystem restoration initiatives, and focusing on responsible and local sourcing.
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We also deploy our Company relief funds to support affected associates and their families and charitable organizations providing relief in impacted areas. We also continue to focus on our efforts to advance human rights, including by continuing to train associates in human trafficking awareness and donating our training program to the broader lodging industry.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeAlthough our Best Rate Guarantee and Member Rate programs have helped limit guest preference shift to intermediaries and greatly reduced the ability of intermediaries to undercut the published rates at hotels in our system, intermediaries continue to use a variety of aggressive online marketing methods to attract guests, including the purchase by certain companies of trademarked online keywords such as “Marriott” from Internet search engines such as Google, Bing, Yahoo, and Baidu to steer guests toward their websites.
Biggest changeIn addition to their focus on leisure travel, these intermediaries also provide offerings for corporate travel and group meetings. Intermediaries continue to use a variety of aggressive online marketing methods to attract guests, including the purchase by certain companies of trademarked online keywords such as “Marriott” from Internet search engines.
Our business and profitability could be harmed to the extent that guest booking preference shifts from our direct digital channels to Internet travel intermediaries, diverting bookings away from our direct digital channels and increasing the overall cost of bookings for hotels in our system.
To the extent that guest booking preference shifts from our direct digital channels to Internet travel intermediaries, diverting bookings away from our direct digital channels and increasing the overall cost of bookings for hotels in our system, our business and profitability could be harmed.
Our ability to grow our system is subject to the range of risks associated with real estate investments . Our ability to sustain continued growth through management, franchise, or license agreements with hotel owners is affected, and may potentially be limited, by a variety of factors influencing real estate development generally.
Our ability to grow our system is subject to the range of risks associated with real estate investments . Our ability to sustain continued growth through franchise, management, or license agreements with hotel owners is affected, and may potentially be limited, by a variety of factors influencing real estate development generally.
Under the Delaware business combination statute, a stockholder holding 15 percent or more of our outstanding voting stock could not acquire us without Board of Directors’ consent for at least three years after the date the stockholder first held 15 percent or more of the voting stock.
Under the Delaware business combination statute, a stockholder holding 15 percent or more of our outstanding voting stock could not acquire us without our Board of Directors’ consent for at least three years after the date the stockholder first held 15 percent or more of the voting stock.
These conditions and events have in the past materially negatively impacted, and could in the future materially negatively impact, our business, operations, and financial results in many ways, including, but not limited to, as follows: • reducing revenues at hotels in our system, impacting our fees and the ability of hotels to meet expenses, including payment of amounts owed to us; • reducing revenues we receive from other programs and offerings; • adversely affecting the value of our owned and leased properties or investments; • affecting the ability or willingness of hotel owners to service, repay or refinance existing indebtedness or similar obligations, including loans or guaranty advances we have made to or for them; • making it more difficult for hotel owners to obtain financing on commercially acceptable terms, or at all; • causing hotel construction and opening delays; • decreasing the rate at which new projects enter our pipeline; • causing hotels to exit our system; • increasing operating costs; • requiring us to borrow or otherwise raise a significant amount of cash in order to preserve financial flexibility, repay maturing debt and manage debt maturities; • causing the terms of our borrowing to be more expensive or more restrictive; and • adversely affecting associate hiring and retention.
These conditions and events have in the past materially negatively impacted, and could in the future materially negatively impact, our business, operations, financial results, and growth in many ways, including, but not limited to, as follows: • reducing revenues at hotels in our system, impacting our fees and the ability of hotels to meet expenses, including payment of amounts owed to us; • reducing revenues we receive from other programs and offerings; • adversely affecting the value of our owned and leased properties or investments; • affecting the ability or willingness of hotel owners to service, repay or refinance existing indebtedness or similar obligations, including loans or guaranty advances we have made to or for them; • making it more difficult for hotel owners to obtain financing on commercially acceptable terms, or at all; • causing hotel construction, opening, and renovation delays; • decreasing the rate at which new projects enter our pipeline; • causing hotels to exit our system; • increasing operating costs; • requiring us to borrow or otherwise raise a significant amount of cash in order to preserve financial flexibility, repay maturing debt and manage debt maturities; • causing the terms of our borrowing to be more expensive or more restrictive; and • adversely affecting associate hiring and retention.
Our business, financial results and growth are impacted by weak or volatile economic conditions; pandemics and other outbreaks of disease; natural and man-made disasters; changes in energy prices, interest rates and currency values; political instability, geopolitical disputes or conflict, actual or threatened war, terrorist activity, civil unrest and other acts of violence; heightened travel security measures, travel advisories, and disruptions in air and ground travel; and concerns over the foregoing.
Our business, financial results, and growth are impacted by weak or volatile economic conditions; pandemics and other outbreaks of disease; natural and man-made disasters; changes in energy prices, interest rates, inflation, and currency values; political instability, geopolitical disputes or conflict, actual or threatened war, terrorist activity, civil unrest and other acts of violence; heightened travel security measures, travel advisories, and disruptions in air and ground travel; and concerns over the foregoing.
The lodging industry continues to demand the use of sophisticated technology and systems, including those used for our reservation, customer relationship management, analytics, revenue management, property management, human resources and payroll systems, our Loyalty Program, and technologies we make available to our guests and for associates, and these and other technologies and systems must be refined, updated, and/or replaced with more advanced systems on a regular basis.
The lodging industry continues to demand the use of sophisticated technology and systems, including those used for our reservation, customer relationship management, finance, analytics, revenue management, property management, human resources and payroll systems, our Loyalty Program, and technologies we make available to our guests and for associates, and these and other technologies and systems must be refined, updated, and/or replaced with more advanced systems on a regular basis.
Our ability to remain competitive and attract and retain business, group and leisure travelers depends on our success in distinguishing and driving preference for our lodging products and services, including our Loyalty Program, direct channels, consumer-facing technology platforms and services, our co-branded credit cards, and other offerings.
Our ability to remain competitive and attract and retain business, group, and leisure travelers depends on our success in distinguishing and driving preference for our lodging products and services, including our Loyalty Program, direct digital channels, consumer-facing technology platforms and services, our co-branded credit cards, and other offerings.
Significant costs could be involved in improving the efficiency and climate resiliency of hotels in our system and otherwise preparing for, responding to, and mitigating climate or sustainability related impacts, events, or concerns.
Significant costs could be involved in improving the efficiency and climate resiliency of hotels in our system and otherwise preparing for, responding to, and mitigating climate or sustainability related impacts, events, or concerns affecting hotels in our system.
Natural disasters, extreme weather, and other climate impacts and events (including rising sea levels, extreme hot or cold weather, flooding, water shortages, fires, and droughts) have impacted, and continue to impact, hotels in our system, including by causing physical damage that prevents or limits the operations of the property or resulting in increases in insurance, energy or other operating costs.
Natural disasters, extreme weather, and other climate impacts and events (including rising sea levels, extreme hot or cold weather, hurricanes and typhoons, flooding, water shortages, fires, and droughts) have impacted, and continue to impact, hotels in our system, including by causing physical damage that prevents or limits the operations of the property or resulting in increases in insurance, energy or other operating costs.
Such claims have in the past, and could in the future: • be expensive and time consuming to defend; • require or result in significant monetary payments to claimants; • require or result in the limitation or cessation of our use of the intellectual property at issue; • force us to redesign or rebrand our products or services; or • result in other adverse effects on our business or reputation.
Such claims, including pending claims, have in the past, and could in the future: • be expensive and time consuming to defend; • require or result in significant monetary payments to claimants; • require or result in the limitation or cessation of our use of the intellectual property at issue; • force us to redesign or rebrand our products or services; or • result in other adverse effects on our business or reputation.
Because we conduct our business on a global scale, we are affected by changes in global, national, or regional economies, governmental policies (including in areas such as trade, travel, immigration, labor, healthcare, and related issues), and geopolitical, public health, social and other conditions and events.
Because we conduct our business on a global scale, we are affected by changes and uncertainties in global, national, or regional economies, governmental policies (including in areas such as trade, travel, spending, immigration, labor, healthcare, and related issues), and geopolitical, public health, social and other conditions and events.
Risks Relating to Our Business Operational Risks Premature termination of our agreements with hotel owners could hurt our financial performance .
Risks Relating to Our Business Operational Risks Premature termination of our agreements with hotel owners could materially hurt our financial performance .
We also cannot assure you that in every instance a court would ultimately enforce our contractual termination rights or that we could collect any awarded damages from the defaulting party. 13 Table of Contents Collective bargaining activity and strikes could materially disrupt hotel operations, increase labor costs, and interfere with the ability of our management to focus on executing our business strategies .
We also cannot assure you that in every instance a court would ultimately enforce our contractual termination rights or that we could collect any awarded damages from the defaulting party. Collective bargaining activity and strikes could materially disrupt hotel operations, increase labor costs, and interfere with the ability of our management to focus on executing our business strategies .
Our agreements with hotel owners may be subject to premature termination in certain circumstances, such as the bankruptcy of a hotel owner, the failure of a hotel owner to comply with its payment or other obligations under the agreement, a failure under some agreements to meet specified financial or performance criteria which we do not cure, or in certain limited cases, other 11 Table of Contents negotiated contractual termination rights.
Our agreements with hotel owners may be subject to premature termination in certain circumstances, such as the bankruptcy of a hotel owner, the failure of a hotel owner to comply with its payment or other obligations under the agreement, a failure under some agreements to meet specified financial or performance criteria which we do not cure, or in certain limited cases, other negotiated contractual termination rights.
Certain types of losses, generally of a catastrophic nature, such as earthquakes, fires, hurricanes 14 Table of Contents and floods, terrorist acts, pandemics, or liabilities that result from incidents involving the security of information systems, may result in high deductibles, low limits, or may be uninsurable, or the cost of obtaining insurance may be unacceptably high.
Certain types of losses, generally of a catastrophic nature, such as earthquakes, fires, hurricanes and floods, terrorist acts, pandemics, or liabilities that result from incidents involving the security of information systems, may result in high deductibles, low limits, or may be uninsurable, or the cost of obtaining insurance may be unacceptably high.
In the event of alleged or actual noncompliance with the resolutions with the FTC and AG Offices, we could face enforcement actions or contempt proceedings that could potentially result in fines, penalties, requirements to make additional changes to our data privacy and information security programs or business practices, or other adverse outcomes, which could have a material adverse effect on our financial condition and damage our reputation and brand.
In the event of alleged or actual noncompliance with these resolutions, we could face enforcement actions or contempt proceedings that could potentially result in fines, penalties, requirements to make additional changes to our data privacy and information security programs or business practices, or other adverse outcomes, which could have a material adverse effect on our financial condition and damage our reputation and brand.
Our increased reliance on cloud-based services and on remote access to information systems and our use of AI technologies increases the Company’s exposure to potential cybersecurity incidents.
Our increased reliance on cloud-based services and on remote access to information systems and our use of AI and other emerging technologies increases the Company’s exposure to potential cybersecurity incidents.
Our information systems and the information systems maintained or used by our hotel owners, service providers, and other third parties may not be able to satisfy these changing legal and regulatory requirements and associate and guest expectations; we and/or these third parties may require significant additional investments or time to do so; and security controls that we and/or these third parties may implement sometimes do not operate effectively or as intended.
Our information systems and the information systems maintained or used by our hotel owners, service providers, and other third parties with whom we or they do business may not be able to satisfy these changing legal and regulatory requirements and associate and guest expectations; we and/or these third parties may require significant additional investments or time to do so; and security controls that we and/or these third parties may implement sometimes do not operate effectively or as intended.
Efforts to hack or circumvent security measures, efforts to gain unauthorized access to, exploit or disrupt the operation or integrity of our data or information systems, failures of information systems or software to operate as designed or intended, viruses, “ransomware” or other malware, “supply chain” attacks, “phishing” or other types of business communications compromises, operator error, or inadvertent releases of data have impacted, and may in the future impact, our information systems and records or those of our hotel owners, service providers, or other third parties.
Efforts to hack or circumvent security measures, efforts to gain unauthorized access to, exploit or disrupt the operation or integrity of our data or information systems, failures of information systems or software to operate as designed or intended, viruses, “ransomware” or other malware, “supply chain” attacks, “phishing” or other types of business communications compromises, operator error, or inadvertent releases of data have impacted, and may in the future impact, our information systems and records or those of our hotel owners, service providers, or other third parties with whom we or they do business.
Compliance with changes in applicable data security and privacy laws and regulations and contractual obligations (including our resolutions with the FTC and AG Offices), including the need to respond to investigations into our compliance, has increased and is expected to in the future increase our costs, and may restrict our business operations, increase our exposure to payment obligations and litigation in the event of alleged noncompliance, and adversely affect our reputation.
Compliance with changes in applicable data security and privacy laws and regulations and contractual obligations (including resolutions with regulators), including the need to respond to investigations into our compliance, has increased and is expected to in the future increase our costs, and may restrict our business operations, increase our exposure to payment obligations and litigation in the event of alleged noncompliance, and adversely affect our reputation.
Economic and other global, national, and regional conditions and events have in the past impacted, and could in the future impact, our business, financial results and growth .
Economic and other global, national, and regional conditions and events have in the past materially impacted, and could in the future materially impact, our business, operations, financial results, and growth .
In addition, labor disputes and disruptions or increased demands from labor unions can sometimes harm associate relations, result in increased regulatory requirements or inquiries and enforcement by governmental authorities, harm relationships with guests and customers, divert management attention, and reduce customer demand, all of which could have a significant adverse effect on our reputation, business, financial condition, or results of operations.
In addition, labor disputes and disruptions or increased demands from labor unions can sometimes harm associate relations, result in increased regulatory requirements or inquiries and enforcement by governmental authorities, harm relationships with guests and hotel owners, divert management attention, and reduce guest demand, all of which could have a significant adverse effect on our reputation, business, financial condition, or results of operations.
The information, security, and privacy requirements imposed by global laws and governmental regulation, our contractual obligations, and the requirements of the payment card industry continue to become increasingly stringent in many jurisdictions in which we operate.
The information, security, and privacy requirements imposed by global laws and regulations, our contractual obligations, and the requirements of the payment card industry continue to become increasingly stringent in many jurisdictions in which we operate.
In the operation of our business, we collect, store, use, and transmit large volumes of personal data regarding associates, guests, customers, hotel owners, service providers, other third parties, and our own business operations, including credit card numbers, reservation and loyalty data, and other personal data, in various information systems that we maintain and in systems maintained by third parties, including those of our hotel owners, service providers, and other third parties.
In the operation of our business, we collect, store, use, and transmit large volumes of personal data regarding associates, guests, customers, hotel owners, service providers, other third parties, and our own business operations, including credit card numbers, reservation and loyalty data, and other personal data, in various information systems that we maintain and in systems maintained by third parties, including those of our hotel owners, service providers, and other third parties with whom we or they do business.
We, the hotels in our system, our other lodging offerings, and the programs that we offer are subject to or affected by a variety of laws, regulations, and government policies around the globe, including, among others, those related to employment practices; marketing and advertising; consumer protection; trade and economic sanctions; anti-bribery, anti-corruption, and anti-money laundering; intellectual property; cybersecurity, data privacy, data localization, data transfers, and the handling of personally identifiable information; competition; climate and the environment; health, safety, and accessibility; liquor sales; the offer and sale of franchises; and credit card products.
We, the hotels in our system, our other lodging offerings, and the programs that we offer are subject to or affected by a variety of laws, regulations, and government policies around the globe, including, among others, those related to employment practices; marketing and advertising; consumer protection; trade and economic sanctions; anti-bribery, anti-corruption, and anti-money laundering; intellectual property; cybersecurity, data privacy, data localization, data transfers, the handling of personally identifiable information, and AI and other emerging technologies; the offer and sale of franchises; competition and pricing; climate and the environment; health, safety, and accessibility; food and beverage sales; gaming and other entertainment offerings; and credit card products.
A variety of other factors also affect income from properties and real estate values, including local market conditions and new supply of hotels and other lodging products, availability and costs of staffing, governmental regulations, insurance, zoning, tax and eminent domain laws, 15 Table of Contents interest rate levels, and the availability of financing.
A variety of other factors also affect income from properties and real estate values, including local market conditions and new supply of hotels and other lodging products, operating costs, governmental regulations, insurance, zoning, tax and eminent domain laws, interest rate levels, and the availability of financing.
Various U.S. federal and state laws, data privacy, security, and localization laws outside of the U.S., payment card industry security standards, and other information privacy and security standards are all applicable to us. Significant legislative, judicial, or regulatory changes have been and could be issued in the future.
Various U.S. federal and state laws, non-U.S. laws, payment card industry security standards, and other information privacy and security standards are all applicable to us. Significant legislative, judicial, or regulatory changes have been and could be issued in the future.
We and our hotel owners, service providers, and other third parties have experienced cyberattacks, attempts to disrupt access to systems and data, and attempts to affect the operation or integrity of data or systems, and the frequency and sophistication of such efforts could continue to increase.
We and our hotel owners, service providers, and other third parties with whom we or they do business have experienced cyberattacks, attempts to disrupt access to systems and data, and attempts to affect the operation or integrity of data or systems, and the frequency and sophistication of such efforts could continue to increase.
We have seen, and may in the future see, an increase in such disagreements during periods when hotel returns are weaker. We seek to resolve any disagreements and to develop and maintain positive relations with our hotel owners and other counterparties, but we cannot always do so.
We have seen, and may in the future see, an increase in such disagreements during periods when hotel returns are weaker. We seek to resolve any disagreements and to develop and maintain positive relations with our hotel owners and other counterparties, but we cannot always do so. Failure to resolve such disagreements has resulted in arbitration or litigation.
The techniques used to obtain unauthorized access, disable or degrade service, or sabotage information systems change frequently (including the integration of new technology such as AI), can be difficult to detect for long periods of time, and can involve difficult or prolonged assessment or remediation periods even once detected, which could also magnify the severity of these adverse effects.
The techniques used to obtain unauthorized access, disable or degrade service, or sabotage information systems change frequently (including the integration of AI and other emerging technologies), can be difficult to detect for long periods of time, and can involve difficult or prolonged assessment or remediation periods even once detected, which could also magnify the severity of these adverse effects.
In addition, these risks could cause results to differ materially from those we express in forward-looking statements contained in this report or in other Company communications.
In addition, these risks could cause 10 Table of Contents results to differ materially from those we express in forward-looking statements contained in this report or in other Company communications.
When terminations occur for certain of these or other reasons, we may need to enforce our right to damages for breach of contract and related claims, which may cause us to incur significant legal fees and expenses.
When terminations occur for certain of these or other reasons, we may seek to enforce our right to damages for breach of 11 Table of Contents contract and related claims, which may cause us to incur significant legal fees and expenses.
In some cases, such foreclosures or bankruptcies have in the past resulted, and could in the future result, in the termination of our management, franchise, or license agreements, eliminating our anticipated income and cash flows, which could have a significant negative effect on our results of operations.
In some cases, such foreclosures, bankruptcies, lease terminations, or other financial difficulties have in the past resulted, and could in the future result, in the termination of our franchise, management, or license agreements, eliminating our anticipated income and cash flows, which could have a significant negative effect on our results of operations or reputation.
Depending on the nature and scope of the event, future compromises in the security of our information systems or those of our hotel owners, service providers, or other third parties, or other future disruptions or compromises of data or information systems, could lead to future interruptions in, or other adverse effects on, the operation of our systems or those of our hotel owners, service providers, or other third parties.
Depending on the nature and scope of the event, future compromises in the security of our information systems or those of our hotel owners, service providers, or other third parties with whom we or they do business, or other future disruptions or compromises of data or information systems, could lead to future interruptions in, or other adverse effects on, the operation of our systems or those of our hotel owners, service providers, or other third parties with whom we or they do business.
The introduction of these technologies, particularly generative AI, into our processes, offerings, and services may also result in new or expanded risks and liabilities, including due to increased governmental or regulatory scrutiny, legal claims and assertions, compliance and ethical considerations, data security and privacy risks, and other factors that could adversely affect our business, reputation, financial condition, or results of operations.
The introduction of these technologies, particularly generative AI, into our processes, offerings, and services may also result in new or expanded risks and liabilities, including due to increased government attention and rapidly-evolving regulatory frameworks governing such technologies, legal claims and assertions, compliance and ethical considerations, data security and privacy risks, and other factors that could adversely affect our business, reputation, financial condition, or results of operations.
These laws, regulations, and government policies may be complex and change frequently and could have a range of adverse effects on our business.
These laws, regulations, and government policies may be complex and change frequently and may not be reconcilable across jurisdictions, and could have a range of adverse effects on our business.
Our owned properties and other real estate investments subject us to numerous risks . We have a number of owned and leased properties and investments in joint ventures that own properties, which are each subject to the risks that generally relate to investments in real property.
We have a number of owned and leased properties and investments in joint ventures that own properties, which are each subject to the risks that generally relate to investments in real property.
The integrity and protection of this personal data is critical to our business. Our guests and associates also have a high expectation that we, as well as our hotel owners, service providers, and other third parties, will adequately protect and appropriately use their personal data.
The integrity and protection of this personal data are critical to our business. Our guests and associates also have a high expectation that we, as well as our hotel owners, service providers, and other third parties with whom we or they do business, will adequately protect and appropriately use their personal data.
This has from time to time given rise to disagreements with such parties, and may give rise to such disagreements in the future, including over new product, service, or systems initiatives and their associated costs, the timing and amount of capital investments, and reimbursement for operating costs, system costs, or other amounts.
From time to time this gives rise to disagreements with such parties, including over new product, service, or systems initiatives and their associated costs, the timing and amount of capital investments, and reimbursement for operating costs, system costs, or other amounts.
Although our agreements with these parties generally provide us with recourse and remedies in the event of a breach, including termination of the agreements under certain circumstances, it could be expensive or time-consuming for us to pursue such remedies and even if we are successful in pursuing such remedies, that may not be sufficient to mitigate reputational harm to us.
Although our agreements with these third parties generally provide us 13 Table of Contents with recourse and remedies in the event of a breach, including termination of the agreements under certain circumstances, certain actions by these third parties may not give rise to recourse or remedies, and for those that do, it could be expensive or time-consuming for us to pursue such remedies, and even if we are successful in pursuing such remedies, that may not be sufficient to mitigate reputational harm to us.
Security measures implemented by our hotel owners, service providers, and other third parties or their service providers also may not be sufficient, as we have seen in the past.
Security measures implemented by our hotel owners, service providers, and other third parties with whom we or they do business also may not be sufficient, as we have seen in the past.
Many factors can affect the reputation and value of our Company or one or more of our brands, hotels in our system, or other offerings, including adherence to service and other brand standards; matters related to, or incidents involving, food quality and safety, guest and associate safety, health and cleanliness, sustainability and climate impact, supply chain management, inclusion and belonging, human rights, and support for local communities; and compliance with applicable laws.
Many factors can affect the reputation and value of our Company or one or more of our brands, hotels in our system, or other offerings, including adherence to service and other brand standards; matters related to, or incidents involving, food quality and safety, guest and associate safety, health and cleanliness, sustainability, supply chain management, access to opportunity, human rights, and support for local communities; actions perceived as relating to political or social matters; and compliance with applicable laws.
Disruptions in or changes to these systems, including during upgrades or replacements, could result in a disruption to our business and the loss of important data. We are incorporating artificial intelligence (“AI”) technologies into certain of our processes, offerings, and services, and these technologies may become increasingly important in our operations over time.
Disruptions in or changes to these systems, including during upgrades or replacements, could result in a disruption to our business and the loss of important data. 16 Table of Contents We are incorporating AI and other emerging technologies into certain of our processes, offerings, and services, and these technologies may become increasingly important in our operations over time.
Compliance with climate-related legislation and regulation, and our efforts to achieve science-based emissions reduction targets or other sustainability initiatives, have been and are expected to continue to be complex and costly. Climate or other sustainability-related concerns may affect customers’ travel choices, including their frequency of travel.
Compliance with climate-related legislation and regulation, and our efforts related to our climate and sustainability initiatives, have been and are expected to continue to be complex and costly. Climate or other sustainability-related concerns may affect guests’ travel choices, including their frequency of travel.
If hotel owners cannot repay or refinance mortgage loans secured by their properties, our revenues and profits could decrease and our business could be harmed . Many hotel owners have pledged their hotels as collateral for mortgage loans that they entered into when those properties were purchased or refinanced.
If hotel owners cannot repay or refinance mortgage loans secured by their properties, default under property leases, or experience other financial difficulties, our revenues and profits could materially decrease and our business could be significantly harmed . Many hotel owners have pledged their hotels as collateral for mortgage loans that they entered into when those properties were purchased or refinanced.
In addition, it is possible that AI could be improperly utilized by associates while carrying out their responsibilities or lead to unintended consequences, including generating content that is factually inaccurate, misleading or otherwise flawed, or biased, or that results in other unintended harmful impacts, which could harm our reputation and business and expose us to risks related to inaccuracies or errors in the output of such technologies. 16 Table of Contents A failure to keep pace with developments in technology could impair our operations or competitive position .
In addition, it is possible that AI could be improperly utilized by associates while carrying out their responsibilities or lead to unintended consequences, including generating content that is factually inaccurate, misleading or otherwise flawed, or biased, or that results in other unintended harmful impacts, which could harm our reputation and business and expose us to risks related to inaccuracies or errors in the output of such technologies.
These include site availability, financing availability, planning, zoning and other local approvals, and other limitations that may be imposed by market and submarket factors, such as projected room occupancy and rate, changes in growth in demand compared to projected supply, territorial restrictions in our agreements with hotel owners, costs of construction, demand for and availability of construction resources, and other disruptive conditions in global, regional, or local markets.
These include site availability, financing availability, planning, zoning and other local approvals, and other limitations that may be imposed by market and submarket factors, such as projected room occupancy and rate, changes in growth in demand compared to projected supply, territorial restrictions in our agreements with hotel owners, costs of construction, demand for and availability of construction labor, materials, and resources, and other disruptive conditions in global, regional, or local markets. 15 Table of Contents Our owned properties and other real estate investments subject us to numerous risks .
Responding to and resolving these lawsuits, claims, and/or investigations has resulted in payments and other expenses, such as the payment to the AG Offices (as described below), and could result in material additional payments or remedial or other expenses. In the 2024 fourth quarter, we reached final resolutions with the U.S.
Responding to and resolving these lawsuits, claims, and/or investigations has resulted in payments and other expenses, and could result in material additional payments or remedial or other expenses. In 2024, we reached final resolutions with the U.S.
The requirements of applicable laws, regulations, and government policies, our failure to meet such requirements (including investigations and publicity resulting from actual or alleged failures), or actions we take to comply with such requirements or investigations could have significant adverse effects on our results of operations, reputation, or ability to grow our business. 12 Table of Contents Third-party claims that we infringe the intellectual property rights of others or our failure to defend our own intellectual property rights could materially adversely affect our business.
The requirements of applicable laws, regulations, and government policies, our failure to meet such requirements 12 Table of Contents (including investigations and publicity resulting from actual or alleged failures), or actions we take to comply with such requirements or investigations could have significant adverse effects on our results of operations, reputation, or ability to grow our business.
As a result of the foregoing, as we have seen in the past to some extent, we may experience reduced demand, increased costs, operating disruptions or limitations, and physical damage to hotels in our system, and we could experience constraints on our growth, all of which could adversely affect our profits and growth.
As a result of the foregoing, as we have seen in the past to some extent, we may experience reduced demand, increased costs, operating disruptions or limitations, and physical damage to hotels in our system, and we could experience constraints on our growth, all of which could adversely affect our profits and growth. 14 Table of Contents Insurance may not cover damage to, or losses involving, hotels in our system or other aspects of our business, and the cost of such insurance could increase .
Insurance coverage designed to limit our exposure to losses such as those related to the Data Security Incident is costly and may not be sufficient or available to cover all of our expenses or other losses (including payments imposed by the AG Offices or other regulators and other payments, fines, or penalties) related to the Data Security Incident, and certain expenses by their nature (such as, for example, expenses related to enhancing our data privacy and information security programs) are not covered by our insurance program. 17 Table of Contents Additional cybersecurity incidents could have adverse effects on our business.
Insurance coverage designed to limit our exposure to losses such as those related to the Data Security Incident is costly and may not be sufficient or available to cover all of our expenses or other losses (including payments, fines, or penalties 17 Table of Contents resulting from legal proceedings or investigations) related to the Data Security Incident, and certain expenses by their nature (such as, for example, expenses related to enhancing our data privacy and information security programs) are not covered by our insurance program.
(“Starwood”), reservations database that we disclosed in November 2018 (the “Data Security Incident”), numerous lawsuits were filed against us, as described further in Note 7, and we may be named as a party in additional lawsuits or receive other claims related to the Data Security Incident.
(“Starwood”), reservations database that we disclosed in November 2018 (the “Data Security Incident”), numerous lawsuits and investigations were filed or initiated against us, as described further in Note 7, and we may become subject to additional actions related to the Data Security Incident.
We franchise and license many of our brand names and trademarks to third parties for lodging, timeshare, and residential properties, and with respect to our credit card programs and other offerings, and enter into marketing and other strategic collaborations with other companies.
Actions by our hotel owners or others could materially adversely affect our image and reputation . We franchise and license many of our brand names and trademarks to third parties for lodging, timeshare, and residential properties, and with respect to our credit card programs and other offerings, and enter into marketing and other strategic collaborations with other companies.
The eventual opening of such pipeline hotels and, in particular, the approved hotels that are not yet under contract, is subject to numerous risks, including the other risks described in this section. We have seen construction timelines for pipeline hotels lengthen due to various factors, including challenges related to financing, and these circumstances could continue or worsen in the future.
We have seen construction timelines for pipeline hotels lengthen due to various factors, including challenges related to financing and the other risks described in this section, and these circumstances could continue or worsen in the future.
Our Loyalty Program plays a significant role in our business, and unfavorable developments affecting the program could adversely affect our business and results of operations. Our Loyalty Program is an important aspect of our business.
Our Loyalty Program plays a significant role in our business, and unfavorable developments affecting the program could adversely affect our business and results of operations. Our Loyalty Program is an important aspect of our business. Our Loyalty Program faces significant competition from the loyalty programs offered by other hospitality companies, banks, airlines, and others.
We may have difficulty collecting damages from the hotel owner, and any damages we ultimately collect could be less than the projected future value of the fees and other amounts we would have otherwise collected under the agreement with the hotel owner. A significant loss of these agreements could hurt our financial performance or our ability to grow our business.
We have in the past had, and could in the future have, difficulty collecting damages from the hotel owner, and any damages we ultimately collect could be less than the projected future value of the fees and other amounts we would have otherwise collected under the agreement with the hotel owner.
Any material decline in the reputation or perceived quality of our brands or corporate image could affect our market share, reputation, business, financial condition, or results of operations. Actions by our hotel owners or others could adversely affect our image and reputation .
Any material decline in the reputation or perceived quality of our brands or corporate image could affect our market share, reputation, business, financial condition, or results of operations. Our hotel owners, service providers, and other third parties are subject to similar risks, which could also impact us.
These third parties sometimes fail to maintain or act in accordance with applicable brand standards; experience operational problems, including data or privacy incidents, or circumstances involving guest or associate health or safety; or project a brand image inconsistent with ours, each of which can cause our image and reputation to suffer.
These third parties sometimes fail to maintain or act in accordance with applicable brand standards; experience financial or operational problems, including data or privacy incidents, or negative incidents related to matters described in the preceding risk factor; or project a brand image inconsistent with ours, each of which could have a material negative impact on our image and reputation.
Federal Trade Commission (“FTC”) and the Attorney General offices from 49 U.S. states and the District of Columbia (the “AG Offices”) in relation to the Data Security Incident. Among other terms, the resolution with the AG Offices included a $52 million monetary payment.
Federal Trade Commission (“FTC”) and the Attorney General offices from 49 U.S. states and the District of Columbia (the “AG Offices”) in relation to the Data Security Incident, which include, among other terms, various long-term requirements relating to our data privacy and information security programs.
Market forces beyond our control may nonetheless limit the scope of the insurance coverage we or our hotel owners can obtain, or our or their ability to obtain coverage at reasonable rates.
We require comprehensive property and liability insurance policies for hotels in our system with coverage features and insured limits that we believe are customary. Market forces beyond our control may nonetheless limit the scope of the insurance coverage we or our hotel owners can obtain, or our or their ability to obtain coverage at reasonable rates.
Our ability to attract and retain hotel owners and the terms of our agreements with hotel owners are influenced by the needs and preferences of hotel owners and the offerings otherwise available to hotel owners in the market, among other things.
Our ability to attract and retain hotel owners and the terms of our agreements with hotel owners are influenced by the value, quality, and performance of our brands, the value and benefits of our Loyalty Program and other programs and services, our willingness to provide incentives to hotel owners to secure new agreements, the overall commercial terms of our agreements, and the relative value and benefits of offerings otherwise available to hotel owners in the market, among other things.
If access to these lists were to be prohibited or otherwise restricted, our ability to develop new guests and customers and introduce them to our products could be impaired. General Risk Factors Delaware law and our governing corporate documents contain, and our Board of Directors could implement, anti-takeover provisions that could deter takeover attempts.
General Risk Factors Delaware law and our governing corporate documents contain, and our Board of Directors could implement, anti-takeover provisions that could deter takeover attempts.
Failure to resolve such disagreements has resulted in arbitration or litigation, and could do so in the future. We could suffer significant losses, reduced profits, or constraints on our operations as the result of adverse dispute resolution outcomes. An increase in the use of Internet travel intermediaries to book hotel reservations could adversely impact our business .
We could suffer significant losses, reduced profits, or constraints on our operations or growth as the result of adverse dispute resolution outcomes. Changes in the way hotel rooms are booked could adversely impact our business . Some of our hotel rooms are booked through Internet travel intermediaries.
The development and deployment of our new systems could involve delays, system interruptions, compromises of data security, or other operational impacts, including impacts on our internal control environment. Our business could also suffer if the use of technologies that provide alternatives to in-person meetings and events results in a decrease in demand for our lodging properties.
The development and deployment of our new systems could involve delays, system interruptions, compromises of data security, or other operational impacts, including impacts on our financial reporting or internal control environment. Additionally, if we fail to keep pace with rapidly-evolving technological developments in AI and other emerging technologies, our competitive position and business may suffer.
Disagreements with hotel owners and other counterparties may result in arbitration or litigation or delay implementation of product or service initiatives . Consistent with our focus on management, franchising, and licensing, we own very few of our lodging properties. The nature of our rights and responsibilities under our agreements with hotel owners and other counterparties may be subject to interpretation.
The nature of our rights and responsibilities under our agreements with hotel owners and other counterparties may be subject to interpretation.
Removed
Some of our hotel rooms are booked through Internet travel intermediaries such as Expedia.com, Priceline.com, Booking.com, Travelocity.com, Orbitz.com, and Trip.com. In addition to their focus on leisure travel, these intermediaries also provide offerings for corporate travel and group meetings. Internet search engines may also divert business away from our channels to intermediaries.
Added
A significant loss of these agreements could materially hurt our financial performance or our ability to grow our business. Disagreements with hotel owners and other counterparties could materially impact our business, operations, financial results, and growth. Consistent with our focus on franchising, management, and licensing, we own very few of our lodging properties.
Removed
Insurance may not cover damage to, or losses involving, hotels in our system or other aspects of our business, and the cost of such insurance could increase . We require comprehensive property and liability insurance policies for hotels in our system with coverage features and insured limits that we believe are customary.
Added
Internet search engines may also divert business away from our direct digital channels to intermediaries. Many intermediaries also operate their own loyalty programs designed to foster customer loyalty to their platforms, which could erode loyalty to our brands, offerings, and direct digital channels.
Removed
Our Loyalty Program faces significant competition from the loyalty programs offered by other hospitality companies, as well as from loyalty programs offered by bank travel programs, airlines, and others.
Added
Bookings through these intermediaries are more costly to hotels in our system than bookings through our direct digital channels.
Removed
A number of federal, state, and foreign governmental authorities made inquiries, opened investigations, or requested information and/or documents related to the Data Security Incident, including under various data protection and privacy regulations.
Added
In addition, the introduction of AI capabilities by existing and emerging travel intermediaries may change the way guests plan, book, and pay for travel, which may disrupt how our products and services are marketed and distributed, potentially eroding brand loyalty, increasing distribution costs, and negatively affecting our Loyalty Program, which could adversely impact our financial performance and our ability to grow our business.
Removed
The resolutions with the FTC and the AG Offices include various ongoing requirements relating to our data privacy and information security programs.
Added
Third-party claims that we infringe the intellectual property rights of others or our failure to defend our own intellectual property rights could materially adversely affect our business .
Removed
Other governmental authorities investigating or seeking information about the Data Security Incident have imposed and may further impose undertakings, injunctive relief, consent decrees, or other penalties, which could, among other things, materially increase our costs or otherwise require us to alter how we operate our business and could damage our reputation and brand.
Added
In addition, to the extent that legislative or regulatory changes negatively impact credit card issuers or networks, we could also see material adverse effects on our business, financial condition, or results of operations, including reduced revenues from our co-branded credit card agreements and a range of adverse impacts to our Loyalty Program, such as reduced program funding.
Removed
Significant management time and Company resources have been, and will continue to be, devoted to matters related to the Data Security Incident.
Added
The eventual opening of such pipeline hotels and, in particular, the approved hotels that are not yet under contract, is subject to numerous risks, including the other risks described in this section.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur information security program is operated on a 24/7 basis to address risks from cybersecurity threats and to respond to cybersecurity incidents globally.
Biggest changeOur information security program is operated on a 24/7 basis to address risks from cybersecurity threats and to respond to cybersecurity incidents globally. Cybersecurity incidents are escalated to our CISO and members of our global information security team, members of senior management, and members of the Board to the extent required under our IRP.
With respect to incident response, we maintain a Global Information Security & Privacy Incident Response Plan (“IRP”), which applies to information security incidents involving properties owned, leased, or managed by Marriott, as well as our above-property business locations.
With respect to information security incident response, we maintain a Global Information Security & Privacy Incident Response Plan (“IRP”), which applies to information security incidents involving properties owned, leased, or managed by Marriott, as well as our above-property business locations.
To establish, implement, and evaluate our risk management policies and practices with respect to cybersecurity threats, and to facilitate the communication of such matters to the Board, the TISOC, and the Audit Committee, as applicable, we have established a number of management committees, several of which include senior leaders and direct reports of the Company’s President and CEO, that serve as our policymaking and management-level governing bodies with respect to our information security and data privacy programs; oversee the implementation of our information security and data privacy risk management strategy; and identify, consider, and escalate information security and data privacy issues that may arise in our business.
To establish, implement, and evaluate our risk management policies and practices with respect to cybersecurity threats, and to facilitate the communication of such matters to the Board, the TISOC, and the Audit Committee, as applicable, we have established a number of management committees, several of which include senior leaders and direct reports of the Company’s President and CEO, that serve as our policymaking and management-level governing bodies with respect to our information security, data privacy, and AI programs; oversee the implementation of our information security, data privacy, and AI risk management strategy; and identify, consider, and escalate information security, data privacy, and AI issues that may arise in our business.
However, there can be no assurance that we, our hotel owners, our third-party service providers, or other companies with whom we do business, will not experience a cybersecurity threat or incident in the future that could materially adversely affect our business strategy, results of operations, or financial condition.
However, there can be no assurance that we, our hotel owners, our third-party service providers, or other companies with whom we or they do business, will not experience a cybersecurity threat or incident in the future that could materially adversely affect our business strategy, results of operations, or financial condition.
Our global information security team led by our CISO works in coordination with these management committees and other cross-functional teams and is principally responsible for overseeing our information security strategy, working collaboratively with business leaders across the organization to assess, identify, and manage risks from cybersecurity threats, and to address cybersecurity incidents when they arise.
Our global information security team led by our Chief Information Security Officer (“CISO”) works in coordination with these management committees and other cross-functional teams and is principally responsible for overseeing our information security strategy, working collaboratively with business leaders across the organization to assess, identify, and manage risks from cybersecurity threats, and to address cybersecurity incidents when they arise.
Franchisees and licensees are typically required to comply with Marriott brand standards relating to information security, which include an obligation to report relevant information security incidents to us. 19 Table of Contents In the 2024 fourth quarter, we reached final resolutions with the FTC and the AG Offices in relation to the Data Security Incident.
Franchisees and licensees are typically required to comply with Marriott brand standards relating to information security, which include an obligation to report relevant information security incidents to us. In the 2024 fourth quarter, we reached final resolutions with the FTC and the AG Offices in relation to the Data Security Incident.
See the discussion about the Starwood Data Security Incident under the “Litigation, Claims, and Government Investigations” caption in Note 7 to our financial statements, the discussion of the same in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the discussion of cybersecurity risk in Part I, Item 1A, “Risk Factors.” Governance Our Board has established a Technology and Information Security Oversight Committee (“TISOC”) to assist the Board in providing oversight of matters pertaining to technology, information security, and privacy, including risks from cybersecurity threats; management’s efforts to monitor and mitigate those risks; and significant cybersecurity incidents.
See the discussion about the Starwood Data Security Incident under the “Litigation, Claims, and Government Investigations” caption in Note 7 to our financial statements, the discussion of the same in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the discussion of cybersecurity risk in Part I, Item 1A, “Risk Factors.” Governance Our Board has established a Technology and Information Security Oversight Committee (“TISOC”) to assist the Board in providing oversight of matters pertaining to technology platforms and systems, information security, and privacy, including risks from cybersecurity threats; management’s efforts to monitor, provide governance over, and mitigate those risks; significant cybersecurity incidents; and emerging technology and trends, including AI.
Marriott’s policies, procedures, and processes generally follow recognized frameworks established by the National Institute of Standards and Technology (“NIST”) and the International Organization for Standardization, as well as other relevant standards. Our program is designed to maintain the confidentiality, integrity, security, and availability of the data that is created, collected, stored, and used to operate our business.
These policies, procedures, and processes are informed by recognized frameworks established by the National Institute of Standards and Technology (“NIST”) and the International Organization for Standardization, as well as other relevant standards. Our program is designed to maintain the confidentiality, integrity, security, and availability of the data that is created, collected, stored, and used to operate our business.
Management has created a global information security program, which encompasses a dedicated global information security team and policies, procedures, and processes for assessing, identifying, and managing risks from cybersecurity threats.
As part of our enterprise risk management process, management has established a global information security program, which encompasses a dedicated team and policies, procedures, and processes for assessing, identifying, and managing risks from cybersecurity threats.
We do not believe that risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect our overall business strategy, results of operations, or financial condition over the long term.
The resolutions with the FTC and the AG Offices include various long-term requirements relating to our data privacy and information security programs. 19 Table of Contents We do not believe that risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect our overall business strategy, results of operations, or financial condition over the long term.
The TISOC meets at least four times per year and typically receives reports from our Chief Information Security Officer (“CISO”) and other members of management about these matters. The Board’s Audit Committee receives reports regarding information security and technology-related audits conducted by our internal audit department.
The TISOC meets at least four times per year and receives reports from our global information security team and other members of management about these matters.
Our IRP sets out a coordinated, multi-functional approach for investigating, containing, and mitigating incidents, including reporting findings and keeping senior management and other key stakeholders informed and involved as appropriate. In general, our incident response process follows the NIST framework and focuses on four phases: (i) preparation; (ii) detection and analysis; (iii) containment, eradication, and recovery; and (iv) post-incident remediation.
Our IRP sets out a coordinated, multi-functional approach for investigating, containing, and mitigating incidents, including reporting findings and keeping senior management and other key stakeholders informed and involved as appropriate.
Removed
The resolutions with the FTC and the AG Offices include various ongoing requirements relating to our data privacy and information security programs.
Added
The Board’s Audit Committee, which assists the Board in providing oversight of matters pertaining to the Company’s internal control environment, compliance with legal and regulatory requirements, and risk assessment policies and procedures, receives reports regarding information security and technology-related audits conducted by our internal audit department.
Removed
Our CISO has more than 27 years of experience in information technology and/or information security, including more than 13 years in such positions in the hospitality industry.
Added
Our current CISO will be departing the Company voluntarily in late February 2026 for a position in another industry. We are undertaking a search for his replacement and expect to appoint a new CISO.
Added
Prior to such appointment, we intend to appoint an information security professional with appropriate expertise to act in an interim capacity to oversee our global information security program who will report to our Global Chief Information Officer and perform the CISO functions.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Properties. Under our asset-light business model, we typically manage or franchise hotels and other lodging offerings, rather than own them. As of December 31, 2024, we owned or leased 14 hotels (5,539 rooms) in U.S. & Canada and 37 hotels (8,773 rooms) in International.
Biggest changeItem 2. Properties. Under our asset-light business model, we typically franchise, manage, or license hotels and other lodging offerings, rather than own them. As of December 31, 2025, we owned or leased 14 hotels (5,539 rooms) in U.S. & Canada and 37 hotels (8,867 rooms) in International.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeItem 3. Legal Proceedings. See the information under the “Litigation, Claims, and Government Investigations” caption in Note 7, which we incorporate here by reference. Within this section, we use a threshold of $1 million in disclosing material environmental proceedings involving a governmental authority, if any.
Biggest changeItem 3. Legal Proceedings. See the information under the “Litigation, Claims, and Government Investigations” caption in Note 7, which we incorporate here by reference.
While management presently 20 Table of Contents 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.
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.
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.
From time to time, we are also subject to other legal proceedings and claims, including adjustments proposed during governmental examinations of the various tax returns we file.
Removed
Item 4. Mine Safety Disclosures. Not applicable. Information about our Executive Officers See the information under “Information about our Executive Officers” in Part III, Item 10 of this report for information about our executive officers, which we incorporate here by reference. PART II
Added
Within this section, we use a threshold of $1 million in disclosing material environmental proceedings involving a governmental authority, if any. 20 Table of Contents In the 2025 second quarter, we received a letter from the U.S.
Added
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.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeFourth Quarter 2024 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) October 1, 2024 - October 31, 2024 0.8 $ 259.10 0.8 14.9 November 1, 2024 - November 30, 2024 0.3 $ 287.09 0.3 14.6 December 1, 2024 - December 31, 2024 0.9 $ 288.31 0.9 13.7 (1) On November 9, 2023, we announced that our Board of Directors increased our common stock repurchase authorization by 25 million shares.
Biggest changeFourth Quarter 2025 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) October 1, 2025 - October 31, 2025 1.1 $ 266.40 1.1 29.0 November 1, 2025 - November 30, 2025 1.4 $ 286.53 1.4 27.6 December 1, 2025 - December 31, 2025 1.0 $ 301.25 1.0 26.6 Total 3.5 $ 284.25 3.5 (1) Our Board of Directors has authorized a share repurchase program.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities. Market Information At January 31, 2025, 275,695,298 shares of our Class A Common Stock (our “common stock”) were outstanding and were held by 29,557 stockholders of record. Our common stock trades on the Nasdaq Global Select Market under the trading symbol MAR.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities. Market Information At January 31, 2026, 264,984,554 shares of our Class A Common Stock (our “common stock”) were outstanding and were held by 28,321 stockholders of record. Our common stock trades on the Nasdaq Global Select Market under the trading symbol MAR.
At year-end 2024, 13.7 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 6. Reserved.
At year-end 2025, 26.6 million shares remained available for repurchase under the program. We may repurchase shares in the open market or in privately negotiated transactions, and we account for these shares as treasury stock.
Added
On November 9, 2023, we announced that the Board had increased the common stock repurchase authorization under the program by 25 million shares and, on August 7, 2025, we announced that the Board had further increased the authorization by an additional 25 million shares. These authorizations have no expiration date.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeInterest expense increased primarily due to higher debt balances driven by Senior Notes issuances, net of maturities ($125 million). 25 Table of Contents Income Taxes ($ in millions) 2024 2023 Change 2024 vs. 2023 Provision for income taxes $ (776) $ (295) $ (481) (163) % Our tax provision increased in 2024 primarily due to intellectual property restructuring transactions resulting in non-U.S. tax benefits in the prior year ($228 million), the prior year release of a tax valuation allowance as the Company concluded it is more likely than not to recognize non-U.S. tax benefits ($223 million), and the prior year release of tax reserves, which was mostly due to the completion of a prior year tax audit ($103 million).
Biggest changeNon-Operating Income (Expense) ($ in millions) 2025 2024 Change 2025 vs. 2024 Gains and other income, net $ 9 $ 31 $ (22) (71) % Interest expense (809) (695) (114) (16) % Interest income 42 40 2 5 % Equity in earnings 11 8 3 38 % Interest expense increased primarily due to higher debt balances driven by Senior Notes issuances, net of maturities ($129 million). 25 Table of Contents Income Taxes ($ in millions) 2025 2024 Change 2025 vs. 2024 Provision for income taxes $ (793) $ (776) $ (17) (2) % Our tax provision increased primarily due to higher non-U.S. taxes mainly from increased tax rates ($90 million) and higher pre-tax income ($62 million), partially offset by the current year release of tax reserves ($137 million).
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.
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 and certain other fees.
RevPAR, occupancy, and ADR statistics are on a systemwide basis for comparable properties, unless otherwise stated. Unless otherwise stated, 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.
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 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, 2023 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.
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.
We expect capital expenditures and other investments will total approximately $1.0 billion to $1.1 billion for 2025, including capital and technology expenditures, loan advances, contract acquisition costs, and other investing activities, but excluding any potential property or brand acquisitions, which we cannot forecast with sufficient accuracy and which may be significant.
We expect capital expenditures and other investments will total approximately $1.0 billion to $1.1 billion for 2026, including capital and technology expenditures, loan advances, contract acquisition costs, and other investing activities, but excluding any potential property or brand acquisitions, which we cannot forecast with sufficient accuracy and which may be significant.
Based on the conditions existing at December 31, 2024 and holding other factors constant, a one percent decrease in our estimate of the breakage of points could result in an increase in the liability for guest loyalty program of approximately $50 million.
Based on the conditions existing at December 31, 2025 and holding other factors constant, a one percent decrease in our estimate of the breakage of points could result in an increase in the liability for guest loyalty program of approximately $50 million.
During the 2024 fourth quarter, we conducted our annual goodwill impairment test, and no impairment charges were recorded. The estimated fair values of all our reporting units significantly exceeded their carrying amounts at the date of their most recent estimated fair value determination.
During the 2025 fourth quarter, we conducted our annual goodwill impairment test, and no impairment charges were recorded. The estimated fair values of all our reporting units significantly exceeded their carrying amounts at the date of their most recent estimated fair value determination.
(2) Includes U.S. & Canada and International - All. CONSOLIDATED RESULTS The discussion below presents an analysis of our consolidated results of operations for 2024 compared to 2023. Also see the “Business Trends” section above for further discussion.
(2) Includes U.S. & Canada and International - All. CONSOLIDATED RESULTS The discussion below presents an analysis of our consolidated results of operations for 2025 compared to 2024. Also see the “Business Trends” section above for further discussion.
Intangibles and Long-Lived Assets , including how we evaluate the fair value of intangibles and long-lived assets and when we record impairment losses on intangibles and long-lived assets. During 2024, we evaluated our intangibles and long-lived asset groups for impairment and did not record any material impairment charges.
Intangibles and Long-Lived Assets , including how we evaluate the fair value of intangibles and long-lived assets and when we record impairment losses on intangibles and long-lived assets. During 2025, we evaluated our intangibles and long-lived asset groups for impairment and did not record any material impairment charges.
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 21 Table of Contents of food and beverage revenues.
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.
A discussion regarding our financial condition and results of operations for year-end 2023 compared to year-end 2022 can be found in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the SEC on February 13, 2024 (“2023 Form 10-K”).
A discussion regarding our financial condition and results of operations for year-end 2024 compared to year-end 2023 can be found in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC on February 11, 2025 (“2024 Form 10-K”).
U.S. dollar borrowings under the Credit Facility bear interest at SOFR (the Secured Overnight Financing Rate) plus a spread based on our 26 Table of Contents public debt rating. We also pay quarterly fees on the Credit Facility at a rate based on our public debt rating.
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.
Over time, we seek to minimize capital invested in our business through asset sales subject to long-term management or franchise agreements. 27 Table of Contents Financing Activities Cash Flows Debt.
Over time, we seek to minimize capital invested in our business through asset sales subject to long-term management or franchise agreements. Financing Activities Cash Flows Debt.
Changes in these estimates could result in material changes to our liability for guest loyalty program and Loyalty Program revenue.
Changes in these estimates could result in material changes to our liability for guest loyalty program and Loyalty Program 28 Table of Contents revenue.
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.
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.
In 2024, we earned incentive management fees from 69 percent of our managed hotels worldwide, compared to 68 percent in 2023. We earned incentive management fees from 31 percent of our U.S. & Canada managed hotels and 85 percent of our International managed hotels in each of 2024 and 2023.
We earned incentive management fees from 32 percent of our U.S. & Canada managed hotels and 85 percent of our International managed hotels in 2025, compared to 31 percent in U.S. & Canada and 85 percent in International in 2024.
Material Cash Requirements Our material cash requirements include the following contractual obligations and off-balance sheet arrangements. • At year-end 2024, we had $14,447 million of debt plus $3,110 million of future interest payments, of which a total of $1,866 million is payable within the next 12 months from year-end 2024.
Material Cash Requirements Our material cash requirements include the following contractual obligations and off-balance sheet arrangements. • At year-end 2025, we had $16,204 million of debt plus $4,159 million of future interest payments, of which a total of $1,896 million is payable within the next 12 months from year-end 2025.
Management considers an accounting policy and estimate to be critical if: (1) we must make assumptions that were uncertain when the estimate was made; and (2) changes in the estimate, or selection of a different estimate methodology could have a material effect on our consolidated results of operations or financial condition. 28 Table of Contents While we believe that our estimates, assumptions, and judgments are reasonable, they are based on information available when the estimate or assumption was made.
Management considers an accounting policy and estimate to be critical if: (1) we must make assumptions that were uncertain when the estimate was made; and (2) changes in the estimate, or selection of a different estimate methodology could have a material effect on our consolidated results of operations or financial condition.
Year-to-date through February 7, 2025, we repurchased 1.2 million shares for $350 million. For additional information, see “Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities” in Part II, Item 5.
Share Repurchases and Dividends. We repurchased 12.1 million shares of our common stock for $3.3 billion in 2025. Year-to-date through February 6, 2026, we repurchased 1.1 million shares for $350 million. For additional information, see “Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities” in Part II, Item 5.
Cost Reimbursements ($ in millions) 2024 2023 Change 2024 vs. 2023 Cost reimbursement revenue $ 18,482 $ 17,413 $ 1,069 6 % Reimbursed expenses 18,799 17,424 1,375 8 % Cost reimbursements, net $ (317) $ (11) $ (306) (2,782) % 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 rei mbursemen ts we receive from hotel owners and certain other counterparties.
Cost Reimbursements ($ in millions) 2025 2024 Change 2025 vs. 2024 Cost reimbursement revenue $ 19,204 $ 18,482 $ 722 4 % Reimbursed expenses 19,503 18,799 704 4 % Cost reimbursements, net $ (299) $ (317) $ 18 6 % 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 rei mbursemen ts we receive from hotel owners and certain other counterparties.
Our Board declared the following quarterly cash dividends in 2024: (1) $0.52 per share declared on February 8, 2024 and paid on March 29, 2024 to stockholders of record on February 22, 2024; (2) $0.63 per share declared on May 10, 2024 and paid on June 28, 2024 to stockholders of record on May 24, 2024; (3) $0.63 per share declared on August 2, 2024 and paid on September 30, 2024 to stockholders of record on August 16, 2024; and (4) $0.63 per share declared on November 7, 2024 and paid on December 31, 2024 to stockholders of record on November 21, 2024.
Our Board declared the following quarterly cash dividends in 2025: (1) $0.63 per share declared on February 13, 2025 and paid on March 31, 2025 to stockholders of record on February 27, 2025; (2) $0.67 per share declared on May 9, 2025 and paid on June 30, 2025 to stockholders of record on May 23, 2025; (3) $0.67 per share declared on August 7, 2025 and paid on September 30, 2025 to stockholders of record on August 21, 2025; and (4) $0.67 per share declared on November 6, 2025 and paid on December 31, 2025 to stockholders of record on November 20, 2025.
The decrease in cost reimbursements, net primarily reflected lower revenues, net of expenses, for many of our programs and services, and Loyalty Program activity, which incurred higher program expenses.
The change in cost reimbursements, net primarily reflected higher Loyalty Program revenues, partially offset by higher expenses, net of revenues, for many of our programs and services.
See Note 7 for additional information related to legal proceedings and governmental investigations related to the Data Security Incident. 22 Table of Contents System Growth and Pipeline Our system grew from 8,785 properties (1,597,380 rooms) at year-end 2023 to 9,361 properties (1,706,331 rooms) at year-end 2024.
See Note 7 for additional information related to legal proceedings, investigations, and insurance recoveries related to the Data Security Incident. System Growth and Pipeline Our system grew from 9,361 properties (1,706,331 rooms) at year-end 2024 to 9,805 properties (1,779,936 rooms) at year-end 2025.
December 31, 2023 December 31, 2024 December 31, 2023 vs.
December 31, 2024 December 31, 2025 December 31, 2024 vs.
Over time, we have sold lodging properties, both completed and under development, generally subject to long-term management agreements. Our ability to attract third-party purchasers, and their ability to raise the debt and equity capital necessary to acquire such properties, depends in part on the perceived risks in the lodging industry and other constraints inherent in the capital markets.
Our ability to attract third-party purchasers, and their ability to raise the debt and equity capital necessary to acquire such properties, depends in part on the perceived risks in the lodging industry and other constraints inherent in the capital markets.
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.
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 and consistent with our focus on franchising, management, and licensing, we own or lease very few of our lodging properties.
Restructuring and merger-related charges increased primarily due to $37 million of restructuring charges for employee termination benefits discussed in Note 16 and a $30 million reserve for a loan commitment related to the Company’s acquisition of Starwood, partially offset by $35 million of lower charges related to the Data Security Incident discussed in Note 7.
Restructuring and merger-related (recoveries) charges, and other expenses changed primarily due to insurance recoveries related to the Data Security Incident discussed in Note 7 ($47 million), lower restructuring charges for employee termination benefits ($34 million), and a prior year reserve for a loan commitment related to the Company’s acquisition of Starwood ($30 million).
See Note 9 for additional information on Senior Notes issuances. 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 year-end 2024, our long-term debt had a weighted average interest rate of 4.5 percent and a weighted average maturity of approximately 5.0 years.
See Note 9 for additional information on Senior Notes issuances. 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.
Our 2024 gross room additions included approximately 52,300 rooms located outside U.S. & Canada and roughly 75,300 rooms converted from competitor brands. At year-end 2024, we had nearly 3,800 properties and over 577,000 rooms in our development pipeline, which includes roughly 29,000 rooms approved for development but not yet under signed contracts.
Our 2025 gross room additions included nearly 64,000 rooms located outside U.S. & Canada (including the citizenM brand acquisition) and roughly 33,400 rooms converted from competitor brands. At year-end 2025, we had approximately 4,100 properties and nearly 610,000 rooms in our development pipeline, which included over 35,000 rooms approved for development but not yet under signed contracts.
We have significant borrowing capacity under our Credit Facility should we need additional working capital. Investing Activities Cash Flows Capital Expenditures and Other Investments. We made capital and technology expenditures of $750 million in 2024 and $452 million in 2023.
Our ratio of current assets to current liabilities was 0.4 to 1.0 at both year-end 2025 and year-end 2024. We have significant borrowing capacity under our Credit Facility should we need additional working capital. Investing Activities Cash Flows Capital Expenditures and Other Investments. We made capital and technology expenditures of $604 million in 2025 and $750 million in 2024.
Net cash provided by operating activities in 2024 reflected a cash outflow of $300 million in the “Restructuring and merger-related charges” caption of our Statements of Cash Flows for the settlement of the guarantee liability associated with the purchase of the Sheraton Grand Chicago (discussed in Note 3).
The increase reflected a cash outflow in the prior year of $300 million in the “Restructuring and merger-related (recoveries) charges, and other” caption of our Statements of Cash Flows for the settlement of the guarantee liability associated with the purchase of the Sheraton Grand Chicago.
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.
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.
Our comparable properties also exclude MGM Collection with Marriott Bonvoy, Design Hotels, The Ritz-Carlton Yacht Collection, and timeshare properties. For 2024, we had 5,439 comparable U.S. & Canada properties and 1,741 comparable International properties. Business Trends We saw solid global RevPAR growth during 2024 compared to 2023.
Our comparable properties also exclude MGM Collection with Marriott Bonvoy, Design Hotels, The Ritz-Carlton Yacht Collection, residences, and timeshare properties. For 2025, we had 5,554 comparable U.S. & Canada properties and 2,011 comparable International properties. Business Trends In 2025, worldwide RevPAR increased 2.0 percent compared to 2024, driven by ADR growth of 2.1 percent.
The increase was partially offset by a decrease in pre-tax income ($51 million). BUSINESS SEGMENTS The following discussion presents an analysis of the operating results of our reportable business segments for 2024 compared to 2023. Also see the “Business Trends” section above for further discussion.
BUSINESS SEGMENTS The following discussion presents an analysis of the operating results of our reportable business segments for 2025 compared to 2024. Also see the “Business Trends” section above for further discussion.
Actual results may differ significantly. Additionally, changes in our assumptions, estimates or assessments due to unforeseen events or otherwise could have a material impact on our financial position or results of operations.
While we believe that our estimates, assumptions, and judgments are reasonable, they are based on information available when the estimate or assumption was made. Actual results may differ significantly. Additionally, changes in our assumptions, estimates or assessments due to unforeseen events or otherwise could have a material impact on our financial position or results of operations.
See Note 9 for further information about our long-term debt and Note 8 for further information about our finance leases. • We enter into operating leases primarily for hotels, offices, and equipment, which are discussed in Note 8. • At December 31, 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 year-end 2024. • The Company had guarantees and letters of credit as of year-end 2024, which are discussed in Note 7.
See Note 9 for further information about our long-term debt and Note 8 for further information about our finance leases. • We enter into operating leases primarily for hotels, offices, and equipment, which are discussed in Note 8. • The Company had guarantees and letters of credit as of year-end 2025, which are discussed in Note 7.
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”).
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”).
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”).
In Greater China, RevPAR increased 0.4 percent, reflecting softness in macro-economic conditions during the year. Starwood Data Security Incident On November 30, 2018, we announced a data security incident involving unauthorized access to the Starwood reservations database (the “Data Security Incident”).
The majority of our remaining guarantee commitments are not expected to be funded within the next 12 months from year-end 2024. • In the normal course of business, we enter into purchase commitments related to the programs and services that we typically provide to hotel owners, and we incur other obligations to manage the daily operating needs of the hotels that we manage.
Earn-out payments would not begin until the fourth year following closing of the transaction. • In the normal course of business, we enter into purchase commitments related to the programs and services that we typically provide to hotel owners, and we incur other obligations to manage the daily operating needs of the hotels that we manage.
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.
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.
Our development pipeline includes over 229,000 rooms, or 40 percent, that were under construction or in the process of converting to our system at year-end 2024. Fifty-five percent of the rooms in our development pipeline are located outside U.S. & Canada. In 2024, we signed over 1,200 development deals with hotel owners and other counterparties for nearly 162,000 rooms globally.
At year-end 2025, our development pipeline included nearly 265,000 rooms, or 43 percent, that were under construction, including hotels that are in the process of converting to our system. Over half of the rooms in our development pipeline were located outside U.S. & Canada.
The ratio of our fixed-rate long-term debt to our total long-term debt was 0.9 to 1.0 at year-end 2024. See the “Our Credit Facility” caption in this “Liquidity and Capital Resources” section for more information on our Credit Facility. Share Repurchases and Dividends. We repurchased 15.4 million shares of our common stock for $3.7 billion in 2024.
At year-end 2025, including the effect of interest rate swaps, our total long-term debt (current and noncurrent) had a weighted average interest rate of 4.5 percent, a weighted average maturity of approximately 5.4 years, and a ratio of fixed-rate to total long-term debt of 0.9 to 1.0. 27 Table of Contents See the “Our Credit Facility” caption in this “Liquidity and Capital Resources” section for more information on our Credit Facility.
December 31, 2023 U.S. & Canada 6,235 5,965 270 5 % 1,043,224 979,631 63,593 6 % EMEA 1,295 1,142 153 13 % 234,167 218,167 16,000 7 % Greater China 589 525 64 12 % 172,388 159,871 12,517 8 % APEC 629 567 62 11 % 143,177 130,158 13,019 10 % In 2024, net fee revenues grew in U.S. & Canada, EMEA, and APEC compared to 2023, primarily driven by higher RevPAR and unit growth (see the Lodging Statistics and Properties and Rooms tables above for more information), as well as higher profits at managed hotels.
December 31, 2024 U.S. & Canada 6,360 6,235 125 2 % 1,065,108 1,043,224 21,884 2 % EMEA 1,385 1,295 90 7 % 252,257 234,167 18,090 8 % Greater China 684 589 95 16 % 188,596 172,388 16,208 9 % APEC 733 629 104 17 % 157,326 143,177 14,149 10 % In 2025, segment net fee revenues grew in the U.S. & Canada, EMEA, and APEC compared to 2024, primarily driven by rooms growth and higher RevPAR (see the Lodging Statistics and Properties and Rooms tables above for more information).
Since our contracts with hotel owners generally require reimbursement for expenses incurred in providing these programs and services and managing the daily operating needs of the hotels that we manage, these obligations are not expected to have a material impact on our net income and cash flow over the long term.
Since hotel owners are generally responsible for these costs, these obligations are not expected to have a material impact on our net income and cash flow over the long term. NEW ACCOUNTING STANDARDS See Note 2 for information on our anticipated adoption of recently issued accounting standards.
In addition, 67 percent of our total incentive management fees in 2024 came from our International managed hotels, primarily in EMEA and APEC, versus 65 percent in 2023. 24 Table of Contents Owned, Leased, and Other ($ in millions) 2024 2023 Change 2024 vs. 2023 Owned, leased, and other revenue $ 1,551 $ 1,564 $ (13) (1) % Owned, leased, and other - direct expenses 1,200 1,165 35 3 % Owned, leased, and other, net $ 351 $ 399 $ (48) (12) % Owned, leased, and other revenue, net of direct expenses, decreased primarily due to $65 million of higher termination fees recorded in the prior year, largely related to one development project in U.S. & Canada.
In addition, in both 2025 and 2024, 67 percent of our total incentive management fees came from our International managed hotels, primarily in EMEA and APEC. 24 Table of Contents Owned, Leased, and Other ($ in millions) 2025 2024 Change 2025 vs. 2024 Owned, leased, and other revenue $ 1,679 $ 1,551 $ 128 8 % Owned, leased, and other expense 1,461 1,329 132 10 % Owned, leased, and other revenue, net of owned, leased, and other expense $ 218 $ 222 $ (4) (2) % Owned, leased, and other revenue, net of owned, leased, and other expense, decreased primarily due to expenses related to the termination of our licensing agreement with Sonder Holdings Inc.
NEW ACCOUNTING STANDARDS We do not expect that accounting standards updates issued to date and that are effective after December 31, 2024 will have a material effect on our Financial Statements. 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.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES Our preparation of financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect reported amounts and related disclosures.
($ in millions) 2024 2023 Change 2024 vs. 2023 U.S. & Canada Segment net fee revenues $ 2,875 $ 2,734 $ 141 5 % Segment profit 2,640 2,724 (84) (3) % EMEA Segment net fee revenues 575 516 59 11 % Segment profit 512 441 71 16 % Greater China Segment net fee revenues 249 265 (16) (6) % Segment profit 186 208 (22) (11) % APEC Segment net fee revenues 340 284 56 20 % Segment profit 280 243 37 15 % Properties Rooms December 31, 2024 December 31, 2023 vs.
($ in millions) 2025 2024 Change 2025 vs. 2024 U.S. & Canada Segment net fee revenues $ 2,921 $ 2,875 $ 46 2 % Segment profit 2,679 2,640 39 1 % EMEA Segment net fee revenues 621 575 46 8 % Segment profit 525 512 13 3 % Greater China Segment net fee revenues 260 249 11 4 % Segment profit 185 186 (1) (1) % APEC Segment net fee revenues 370 340 30 9 % Segment profit 301 280 21 8 % Properties Rooms December 31, 2025 December 31, 2024 vs.
Capital and technology expenditures in 2024 increased by $298 million compared to 2023, primarily due to approximately $200 million of spending related to the Sheraton Grand Chicago capitalized assets (discussed in Note 3) and higher than typical spending on our worldwide technology systems transformation, the overwhelming portion of which is expected to be reimbursed over time.
Capital and technology expenditures in 2025 decreased by $146 million compared to 2024, primarily due to approximately $200 million of spending related to the Sheraton Grand Chicago capitalized assets in 2024. In 2025, we also had cash outflows of $350 million due to the citizenM brand acquisition, which we discuss in Note 3.
Other Operating Expenses ($ in millions) 2024 2023 Change 2024 vs. 2023 Depreciation, amortization, and other $ 183 $ 189 $ (6) (3) % General, administrative, and other 1,074 1,011 63 6 % Restructuring and merger-related charges 77 60 17 28 % General, administrative, and other expenses increased primarily due to higher compensation costs ($53 million) and higher guarantee reserves ($22 million).
Other Operating Expenses ($ in millions) 2025 2024 Change 2025 vs. 2024 Depreciation, amortization, and other $ 213 $ 183 $ 30 16 % General and administrative 870 945 (75) (8) % Restructuring and merger-related (recoveries) charges, and other (2) 77 (79) (103) % General and administrative expenses decreased primarily due to lower compensation costs ($39 million).
Lodging Statistics The following table presents RevPAR, occupancy, and ADR statistics for comparable properties for 2024, and 2024 compared to 2023. Systemwide statistics include data from our franchised properties, in addition to our company-operated 23 Table of Contents properties.
Systemwide statistics include data from our franchised properties, in addition to our company-operated properties.
Fee Revenues ($ in millions) 2024 2023 Change 2024 vs. 2023 Base management fees $ 1,288 $ 1,238 $ 50 4 % Franchise fees 3,113 2,831 282 10 % Incentive management fees 769 755 14 2 % Gross fee revenues 5,170 4,824 346 7 % Contract investment amortization (103) (88) (15) (17) % Net fee revenues $ 5,067 $ 4,736 $ 331 7 % The increase in base management fees primarily reflected higher RevPAR and unit growth ($26 million).
Fee Revenues ($ in millions) 2025 2024 Change 2025 vs. 2024 Franchise fees $ 3,325 $ 3,113 $ 212 7 % Base management fees 1,322 1,288 34 3 % Incentive management fees 791 769 22 3 % Gross fee revenues 5,438 5,170 268 5 % Contract investment amortization (135) (103) (32) (31) % Net fee revenues $ 5,303 $ 5,067 $ 236 5 % The increase in franchise fees primarily reflected higher co-branded credit card and other brand-related fees ($105 million) as well as rooms growth ($94 million).
U.S. & Canada segment profit decreased in 2024 compared to 2023 despite the higher net fee revenues due to $138 million of lower cost reimbursement revenue, net of reimbursed expenses, $59 million of lower owned, leased, and other revenue, net of direct expenses, and $28 million of higher general, administrative, and other expenses.
Additionally, U.S. & Canada segment profit reflected higher owned, leased, and other revenue, net of owned, leased, and other expense ($56 million), partially offset by lower cost reimbursement revenue, net of reimbursed expenses ($34 million).
RevPAR Occupancy Average Daily Rate 2024 vs. 2023 2024 vs. 2023 2024 vs. 2023 Comparable Company-Operated Properties U.S. & Canada $ 177.07 3.4 % 69.4 % 0.5 % pts. $ 255.23 2.6 % Europe $ 215.26 7.0 % 72.1 % 0.7 % pts. $ 298.73 6.0 % Middle East & Africa $ 132.47 11.2 % 68.6 % 2.9 % pts. $ 193.15 6.5 % Greater China $ 84.57 (2.5) % 68.7 % 1.2 % pts. $ 123.16 (4.2) % Asia Pacific excluding China $ 122.13 12.2 % 72.5 % 3.7 % pts. $ 168.45 6.5 % Caribbean & Latin America $ 182.62 8.7 % 66.0 % 2.0 % pts. $ 276.82 5.5 % International - All (1) $ 124.96 6.6 % 69.9 % 2.1 % pts. $ 178.79 3.3 % Worldwide (2) $ 147.09 4.9 % 69.7 % 1.5 % pts. $ 211.12 2.7 % Comparable Systemwide Properties U.S. & Canada $ 131.26 3.0 % 70.1 % 0.4 % pts. $ 187.14 2.4 % Europe $ 154.31 7.6 % 70.3 % 2.7 % pts. $ 219.39 3.5 % Middle East & Africa $ 123.62 12.1 % 68.0 % 2.8 % pts. $ 181.72 7.6 % Greater China $ 78.91 (2.3) % 67.7 % 1.0 % pts. $ 116.55 (3.7) % Asia Pacific excluding China $ 124.66 12.9 % 72.5 % 3.8 % pts. $ 171.98 6.9 % Caribbean & Latin America $ 151.98 8.8 % 65.8 % 1.8 % pts. $ 231.13 5.8 % International - All (1) $ 121.75 7.6 % 69.2 % 2.4 % pts. $ 175.89 3.9 % Worldwide (2) $ 128.23 4.3 % 69.8 % 1.0 % pts. $ 183.58 2.8 % (1) Includes Europe, Middle East & Africa, Greater China, Asia Pacific excluding China, and Caribbean & Latin America.
RevPAR Occupancy Average Daily Rate 2025 vs. 2024 2025 vs. 2024 2025 vs. 2024 Comparable Company-Operated Properties U.S. & Canada $ 185.78 2.3 % 69.0 % (0.4) % pts. $ 269.36 2.9 % Europe $ 236.81 3.1 % 72.8 % 2.1 % pts. $ 325.42 0.1 % Middle East & Africa $ 142.33 9.8 % 70.4 % 2.2 % pts. $ 202.26 6.3 % Greater China $ 82.87 0.4 % 68.5 % 0.6 % pts. $ 121.05 (0.5) % Asia Pacific excluding China $ 130.17 8.0 % 71.4 % 1.3 % pts. $ 182.35 6.0 % Caribbean & Latin America $ 196.90 5.5 % 66.3 % 0.2 % pts. $ 296.77 5.1 % International - All (1) $ 127.93 5.2 % 69.9 % 1.2 % pts. $ 183.05 3.4 % Worldwide (2) $ 151.41 3.7 % 69.5 % 0.6 % pts. $ 217.80 2.9 % Comparable Systemwide Properties U.S. & Canada $ 132.35 0.7 % 69.5 % (0.6) % pts. $ 190.33 1.5 % Europe $ 160.65 3.3 % 71.3 % 1.7 % pts. $ 225.44 0.8 % Middle East & Africa $ 131.32 10.4 % 69.7 % 2.0 % pts. $ 188.33 7.2 % Greater China $ 76.53 0.4 % 67.0 % 0.4 % pts. $ 114.20 (0.2) % Asia Pacific excluding China $ 133.12 8.4 % 72.2 % 1.5 % pts. $ 184.36 6.2 % Caribbean & Latin America $ 126.14 4.3 % 63.1 % 0.1 % pts. $ 199.85 4.2 % International - All (1) $ 121.75 5.1 % 68.9 % 1.1 % pts. $ 176.73 3.4 % Worldwide (2) $ 128.80 2.0 % 69.3 % — % pts. $ 185.81 2.1 % (1) Includes Europe, Middle East & Africa, Greater China, Asia Pacific excluding China, and Caribbean & Latin America.
Debt increased by $2,574 million in 2024, to $14,447 million at year-end 2024 from $11,873 million at year-end 2023, primarily due to the issuances of our Series PP Notes and Series QQ Notes ($1,480 million) and Series NN Notes and Series OO Notes ($1,468 million), partially offset by the maturity of our Series CC Notes ($550 million).
Debt increased by $1,757 million in 2025, to $16,204 million at year-end 2025 from $14,447 million at year-end 2024, primarily due to the issuances of our Series RR Notes and Series SS Notes ($1,960 million) and our Series TT Notes, Series UU Notes, and Series VV Notes ($1,477 million), partially offset by the maturity of our Series P Notes, Series V Notes, and Series EE Notes ($350 million, $318 million, and $600 million, respectively), and net commercial paper repayments ($403 million).
December 31, 2023 Managed 1,981 2,046 (65) (3) % 571,889 575,963 (4,074) (1) % Franchised/Licensed/Other (1) 7,192 6,563 629 10 % 1,104,446 994,354 110,092 11 % Owned/Leased 51 50 1 2 % 14,312 13,115 1,197 9 % Residential 137 126 11 9 % 15,684 13,948 1,736 12 % Total 9,361 8,785 576 7 % 1,706,331 1,597,380 108,951 7 % (1) In addition to franchised, includes our timeshare properties, MGM Collection with Marriott Bonvoy, Design Hotels, and The Ritz-Carlton Yacht Collection.
December 31, 2024 Franchised/Licensed/Other (1) 7,644 7,192 452 6 % 1,183,513 1,104,446 79,067 7 % Managed 1,966 1,981 (15) (1) % 565,764 571,889 (6,125) (1) % Owned/Leased 51 51 — — % 14,406 14,312 94 1 % Residential 144 137 7 5 % 16,253 15,684 569 4 % Total 9,805 9,361 444 5 % 1,779,936 1,706,331 73,605 4 % (1) Licensed and other properties include our timeshare properties, MGM Collection with Marriott Bonvoy, Design Hotels, and The Ritz-Carlton Yacht Collection. 23 Table of Contents Lodging Statistics The following table presents RevPAR, occupancy, and ADR statistics for comparable properties for 2025, and 2025 compared to 2024.
Approximately 34 percent of rooms signed were the result of conversion opportunities. During 2024, we continued to strengthen our luxury portfolio and grow our midscale brands. In December 2024, we also announced the expansion of our outdoor-focused lodging offerings. In 2025, we expect net rooms growth of 4 to 5 percent.
We continued to expand our portfolio across chain scales, including advancing the expansion of our midscale offerings, and we also continued to strengthen our residential portfolio, signing 55 residential agreements in 2025. In 2026, we expect net rooms growth of 4.5 to 5.0 percent. Properties and Rooms The following table shows our properties and rooms by ownership type.
Our anticipated capital and technology expenditures include higher than typical spending on our worldwide technology systems transformation and renovations of hotels in our owned and leased portfolio. Dispositions. Property and asset sales generated $16 million of cash proceeds in 2024 and $71 million in 2023.
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. Over time, we have sold lodging properties, both completed and under development, generally subject to long-term management agreements.
The increase in franchise fees primarily reflected higher RevPAR, unit growth ($99 million), higher co-branded credit card fees ($59 million), higher residential branding fees ($36 million), and higher fees from properties that converted from managed to franchised ($31 million). The increase in incentive management fees primarily reflected higher profits at managed hotels.
The increase in base management fees primarily reflected higher RevPAR as well as rooms growth ($25 million). The increase in incentive management fees primarily reflected higher profits at managed hotels. In both 2025 and 2024, we earned incentive management fees from 69 percent of our managed hotels worldwide.
Properties and Rooms The following table shows our properties and rooms by ownership type. Properties Rooms December 31, 2024 December 31, 2023 vs. December 31, 2023 December 31, 2024 December 31, 2023 vs.
Properties Rooms December 31, 2025 December 31, 2024 vs. December 31, 2024 December 31, 2025 December 31, 2024 vs.
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In 2024, worldwide RevPAR increased 4.3 percent compared to 2023, reflecting ADR growth of 2.8 percent and occupancy improvement of 1.0 percentage point. The increase in RevPAR was driven by strong year-over-year demand growth in nearly all our regions.
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BUSINESS AND OVERVIEW Overview We are a worldwide franchisor, operator, and licensor of hotel, residential, timeshare, and other lodging properties under a portfolio of compelling brands at different price and service points.
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In the U.S. & Canada, where demand has normalized, RevPAR increased 3.0 percent in 2024, led by strong demand from group as well as strong demand from transient customer segments across our brand tiers.
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In the U.S. & Canada, RevPAR increased 0.7 percent in 2025, reflecting strong demand at our luxury hotels, partially offset by softer demand at our select service hotels, which were impacted by weaker business transient demand, in part due to declines in government travel. 22 Table of Contents In our International regions, RevPAR increased 5.1 percent in 2025, reflecting higher demand in most countries across the APEC, EMEA, and CALA regions.
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In EMEA, RevPAR growth of 9.1 percent in 2024 was driven by strong demand in most countries across the region, aided by the 2024 Paris Olympics and other special events. In APEC, RevPAR increased 12.9 percent in 2024, driven by strong demand, including an increase in inbound demand into the region.
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The increase compared to year-end 2024 reflected gross additions of 703 properties (99,459 rooms), including the addition of 37 properties (8,789 rooms) from the citizenM brand acquisition discussed in Note 3, and deletions of 253 properties (25,643 rooms). The property and room counts as of year-end 2025 reflect the removal of all Sonder properties from our portfolio.
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In CALA, RevPAR increased 8.8 percent in 2024, driven by strong demand throughout the region. In Greater China, RevPAR declined 2.3 percent in 2024 due to lower domestic demand as a result of macro-economic conditions and an increase in outbound travel. In 2024, we launched a comprehensive initiative to enhance our effectiveness and efficiency across the Company.
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In 2025, we signed nearly 1,200 development deals with hotel owners and other counterparties (excluding the citizenM acquisition) representing approximately 163,000 rooms globally. Over 30 percent of rooms signed were driven by conversion opportunities.
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At this point in the process, we expect this initiative to yield $80 million to $90 million of annual general and administrative cost reductions beginning in 2025. These efforts are also anticipated to deliver cost savings to our hotel owners.
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During 2025, we added three new brands to our portfolio through the citizenM brand acquisition and the introductions of Series by Marriott and the Outdoor Collection by Marriott Bonvoy.
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As part of these efforts, in the second half of 2024, we implemented a voluntary retirement program for certain above-property associates, and some above-property roles in the organization were eliminated or redefined. We substantially completed this initiative as of year-end 2024.
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In the 2025 fourth quarter, we reclassified amounts attributable to other expenses previously reported under the “General, administrative, and other” caption to the “Owned, leased, and other expense” caption of our Income Statements. See Note 1 for further information.
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The increase compared to year-end 2023 reflected gross additions of 666 properties (123,389 rooms), including the addition of 16 properties (approximately 38,000 rooms) from our exclusive, long-term strategic licensing agreement with MGM Resorts International and 163 properties (approximately 9,000 rooms) from our long-term agreement with Sonder Holdings Inc., and deletions of 90 properties (14,572 rooms).
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($23 million), partially offset by stronger results at our owned and leased properties in the U.S. & Canada, which included the results from the Sheraton Grand Chicago hotel that we acquired in the fourth quarter of the prior year.
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Non-Operating Income (Expense) ($ in millions) 2024 2023 Change 2024 vs. 2023 Gains and other income, net $ 31 $ 40 $ (9) (23) % Interest expense (695) (565) (130) (23) % Interest income 40 30 10 33 % Equity in earnings 8 9 (1) (11) % Gains and other income, net decreased primarily due to a gain recorded in the prior year on the sale of a hotel in the CALA region ($24 million).
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Owned, leased, and other revenue, net of owned, leased, and other expense increased primarily due to stronger results at our owned and leased properties, which included the results from the Sheraton Grand Chicago hotel that we acquired in the fourth quarter of the prior year.
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In Greater China, net fee revenues decreased in 2024 primarily due to lower RevPAR.
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Our outstanding public debt does not contain a corresponding financial covenant or a requirement that we maintain certain 26 Table of Contents financial ratios.
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Owned, leased, and other revenue, net of direct expenses decreased primarily due to higher termination fees in the prior year, largely related to one development project. General, administrative, and other expenses increased primarily due to higher guarantee reserves.
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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.
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EMEA segment profit increased in 2024 compared to 2023 due to higher net fee revenues and $30 million of lower general, administrative, and other expenses, primarily due to lower litigation accruals, partially offset by $26 million of lower cost reimbursement revenue, net of reimbursed expenses.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

3 edited+1 added−1 removed5 unchanged
Biggest changeChanges in interest rates also impact the fair value of our fixed-rate notes receivable and the fair value of our fixed-rate long-term debt. 29 Table of Contents The following table sets forth the scheduled maturities and the total fair value as of year-end 2024 for our financial instruments that are impacted by interest rate risk: Maturities by Period ($ in millions) 2025 2026 2027 2028 2029 There- after Total Carrying Amount Total Fair Value Assets - Maturities represent expected principal receipts.
Biggest changeThe following table sets forth the scheduled maturities and the total fair value as of year-end 2025 for our financial instruments that are impacted by interest rate risk: Maturities by Period ($ in millions) 2026 2027 2028 2029 2030 There- after Total Carrying Amount Total Fair Value Assets - Maturities represent expected principal receipts. Fair values represent assets.
We are exposed to interest rate risk on our floating-rate notes receivable and floating-rate debt, including the effect of interest rate swaps.
We are exposed to interest rate risk on our floating-rate notes receivable and floating-rate debt, including the effect of interest rate swaps. Changes in interest rates also impact the fair value of our fixed-rate notes receivable and the fair value of our fixed-rate long-term debt.
Fair values represent assets. Fixed-rate notes receivable $ 7 $ 5 $ 7 $ 4 $ — $ 15 $ 38 $ 33 Average interest rate 0.75 % Floating-rate notes receivable $ 4 $ 76 $ 6 $ 21 $ — $ — $ 107 $ 109 Average interest rate 6.78 % Liabilities - Maturities represent expected principal payments.
Fixed-rate notes receivable $ 4 $ 8 $ 2 $ 3 $ — $ 18 $ 35 $ 32 Average interest rate 3.90 % Floating-rate notes receivable $ 7 $ 93 $ 18 $ 3 $ 3 $ 2 $ 126 $ 128 Average interest rate 8.57 % Liabilities - Maturities represent expected principal payments. Fair values represent liabilities.
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Fair values represent liabilities. Fixed-rate debt $ (1,300) $ (1,195) $ (990) $ (1,438) $ (1,279) $ (6,539) $ (12,741) $ (12,402) Average interest rate 4.43 % Floating-rate debt $ — $ — $ (1,582) $ — $ — $ — $ (1,582) $ (1,582) Average interest rate 4.91 % 30 Table of Contents
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Fixed-rate debt $ (1,198) $ (1,392) $ (1,441) $ (1,283) $ (1,488) $ (6,924) $ (13,726) $ (13,828) Average interest rate 4.49 % Floating-rate debt $ — $ (1,177) $ — $ — $ — $ (1,181) $ (2,358) $ (2,404) Average interest rate 4.76 % 29 Table of Contents

Other MAR 10-K year-over-year comparisons