mar-20230930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________

FORM 10-Q

_________________________________________________


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

For the quarterly period ended September 30, 2023


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the transition period from to

Commission File No. 1-13881

_________________________________________________

MARRIOTT INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware

52-2055918

(State or other jurisdiction of
incorporation or organization)

(IRS Employer
Identification No.)

7750 Wisconsin Avenue

Bethesda

Maryland

20814

(Address of principal executive offices)

(Zip Code)

(Registrant’s telephone number, including area code) (301) 380-3000

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Class A Common Stock, $0.01 par value

MAR

Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 293,691,348 shares of Class A Common Stock, par value $0.01 per share, outstanding at October 26, 2023.

Table of Contents

MARRIOTT INTERNATIONAL, INC.

FORM 10-Q TABLE OF CONTENTS


		Page No.

Part I.	Financial Information (Unaudited)

Item 1.	Financial Statements

	Condensed Consolidated Statements of Income	3

	Condensed Consolidated Statements of Comprehensive Income	4

	Condensed Consolidated Balance Sheets	5

	Condensed Consolidated Statements of Cash Flows	6

	Notes to Condensed Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15

	Cautionary Statement	15

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25

Item 4.	Controls and Procedures	25

Part II.	Other Information

Item 1.	Legal Proceedings	26

Item 1A.	Risk Factors	26

Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	26

Item 5.	Other Information	26



Item 6.	Exhibits	27

	Signature	28

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

MARRIOTT INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in millions, except per share amounts)

(Unaudited)


	Three Months Ended				Nine Months Ended
	September 30, 2023		September 30, 2022		September 30, 2023		September 30, 2022
REVENUES
Base management fees	$	306	$	275	$	917	$	757
Franchise fees	748		678		2,126		1,847
Incentive management fees	143		106		537		343
Gross fee revenues	1,197		1,059		3,580		2,947
Contract investment amortization	(23)		(22)		(66)		(65)
Net fee revenues	1,174		1,037		3,514		2,882
Owned, leased, and other revenue	363		345		1,109		971
Cost reimbursement revenue	4,391		3,931		12,995		10,997
	5,928		5,313		17,618		14,850
OPERATING COSTS AND EXPENSES
Owned, leased, and other-direct	293		301		861		779
Depreciation, amortization, and other	46		50		138		147
General, administrative, and other	239		216		681		655
Merger-related charges and other	13		2		52		11
Reimbursed expenses	4,238		3,786		12,740		10,792
	4,829		4,355		14,472		12,384
OPERATING INCOME	1,099		958		3,146		2,466
Gains and other income, net	28		3		33		9

Interest expense	(146)		(100)		(412)		(288)
Interest income	7		7		21		18
Equity in earnings	1		1		9		18
INCOME BEFORE INCOME TAXES	989		869		2,797		2,223
Provision for income taxes	(237)		(239)		(562)		(538)
NET INCOME	$	752	$	630	$	2,235	$	1,685
EARNINGS PER SHARE
Earnings per share – basic	$	2.52	$	1.94	$	7.36	$	5.15
Earnings per share – diluted	$	2.51	$	1.94	$	7.32	$	5.13

See Notes to Condensed Consolidated Financial Statements.

Table of Contents

MARRIOTT INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in millions)

(Unaudited)

SEC Form 10-Q filed by Marriott International