AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.
Policy quality-scores-2: six equally weighted categories. The overall score requires full coverage. Missing inputs are not zero. Qualitative grades are sourced interpretations, not probabilities. 6/6 · 18/10/2026
Moat56
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
structural advantage · 3/4 · An established international brand portfolio produces recurring franchise and licensing fees, while owner agreements and actual fee growth demonstrate commercial adoption. This supports an intangible-asset advantage without relying on margins or asserting a separate network effect.
durability · 2/4 · Multi-year card agreements and several years of fee growth support persistence. Owner termination provisions and historical collection difficulties constrain contractual protection; supplied results do not establish exceptional long-term durability.
customer dependency · 2/4 · Reported app engagement achievements, points earned and owner development activity indicate recurring use and ecosystem relevance. Dependency is assessed indirectly: neither guest exclusivity nor owner renewal rates are provided, and lodging alternatives remain readily available.
erosion resilience · 2/4 · Continued fee and ADR growth show current resilience, but regional travel disruption has caused realized weakness. Systems modernization and unresolved security exposure leave meaningful execution and reputation risks.
Pricing power56
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
realized pricing · 3/4 · Comparable worldwide ADR increased 3.3% in the first half of 2026, alongside 3.8% RevPAR growth. This demonstrates realized pricing strength, although World Cup demand contributed to U.S. performance and no competitor-relative premium is established.
retention · 2/4 · Bonvoy app and engagement achievements and continued points earning provide indirect evidence of repeat engagement. They do not quantify guest retention, while portfolio growth does not identify gross owner departures or renewals.
margin resilience · 2/4 · Annual operating income recovered in 2025 and first-half 2026 operating income grew, but second-quarter operating income declined despite higher fee revenues. Owned and leased profitability weakened, partly from litigation expense. These mixed outcomes do not establish broad immunity to cost pressure.
contractual freedom · 2/4 · Most portfolio hotels can modify room rates through web-based systems, supporting operational pricing flexibility. The passages do not establish Marriott's unilateral authority over owner rates or franchise and card agreement economics, and owners retain some termination rights.
Predictability90
Five consecutive annual periods. Equal weights: nondeclining revenue frequency; revenue-growth volatility (5–40pp); positive FCF frequency; FCF-margin volatility (3–20pp). Stability indicator, not a growth forecast.
- Nondeclining revenue years (%)
- 100.00
- Revenue growth volatility (pp)
- 18.48
- Positive FCF years (%)
- 100.00
- FCF margin volatility (pp)
- 1.53
Financial strength22
Equal-weight grades: debt/FCF (1–8x), net debt/earnings before interest and tax (0–5x), interest service (1–12x), current ratio (0.75–2x). Earnings use reported operating income, or reported pretax profit plus reported interest expense when operating income is unavailable. Interest service uses earnings/interest expense; if unavailable, it uses reported operating cash flow/cash interest paid, without relabeling cash paid as accrued expense. Nonpositive cash flow/earnings score 0 for their service component; reported zero interest with a positive numerator scores 100. Net cash scores 100 for net leverage. Missing disclosures remain unavailable. General nonfinancial-company rubric, not a credit rating; exceptional and nonoperating gains are not normalized out. IFRS finance-cost and cash-flow classifications retain their reported scope.
- debtFcfGrade
- 25.53
- netDebtEbitGrade
- 23.47
- interestCoverageGrade
- 37.44
- currentRatioGrade
- 0.00
- Debt / FCF (x)
- 6.21
- Net debt / operating income (x)
- 3.83
- Interest coverage (x)
- 5.12
- Current ratio (x)
- 0.43
Capital allocation98
Three-year equal-weight indicators: pretax return on average invested capital (0–25%; equity + debt − cash, each year and its prior year), share-count growth (0–5%, lower better), share-based cost/revenue (2–20%, lower better), consolidated FCF/net income (0–1x). Return uses reported operating income or, if unavailable, EBIT calculated from reported pretax profit plus reported interest expense; exceptional/nonoperating gains are not normalized out. Share-based cost uses the reported cash-flow add-back or, if absent, separately reported recognized compensation expense; the latter never becomes an FCF adjustment. Nonpositive net income scores 0 for cash conversion; absent income/FCF stays unavailable. Nonpositive invested capital has no defined return and remains unavailable. Does not establish acquisition quality or buyback timing.
- 3-year pre-tax operating return (%)
- 35.67
- 3-year average dilution (%)
- -5.59
- 3-year average SBC / revenue (%)
- 0.90
- cashConversionGrade
- 90.89
Management69
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
capital discipline · 2/4 · First-half operating cash flow rose to $1.806 billion while capital and technology expenditure was $282 million. However, repurchases and dividends totaled $2.189 billion, debt increased and cash interest rose. Cash generation and share reduction are demonstrated, but repurchase value and acquisition returns are unestablished.
incentive alignment · 3/4 · Serving named executives actually met stock ownership requirements of three to six times salary grade midpoint, excluding unearned and unvested awards. Clawbacks, retention requirements and hedging restrictions further support alignment. These are disclosed practices, without exceptional long-term payout evidence.
execution · 3/4 · Completed brand acquisition, more than 4.3% net room growth, owner deal signings and subsequent fee growth demonstrate execution. Engagement accomplishments are issuer-reported and lack raw metrics; systems transformation remains unfinished and recent profitability is mixed.
governance · 3/4 · Fully independent key committees, documented meetings without management and actual director attendance support functioning oversight. Compensation safeguards strengthen the assessment. Unresolved security litigation limits conclusions about oversight effectiveness and prevents an exceptional grade.
Evidence
To be in more places, we grew our worldwide portfolio to over 9,800 properties in 145 countries and territories as of year-end 2025.
Chairman and Lead Independent Director letter; year-end 2025 portfolio · Filed 27/03/2026
At year-end, our powerful loyalty program had grown to nearly 271 million members.
Chairman and Lead Independent Director letter; Bonvoy membership · Filed 27/03/2026
2025 Accomplishments • Completed acquisition of the citizenM brand, adding 37 open hotels with 8,789 rooms to the Company’s lodging portfolio and expanding presence in the lifestyle select-service segment • Launched Series by Marriott, a new collection brand targeting the midscale and upscale lodging segments • Exceeded goals as well as the “Best Employer” benchmark for the Company-wide associate leadership index survey • Made progress on strategic human capital objectives and our goal to make all stakeholders feel welcome and valued • Improved guest satisfaction over the prior year including intent to recommend and elite appreciation results • Exceeded monthly active user goals for the Marriott Bonvoy app • Exceeded goals for Marriott Bonvoy loyalty program member engagement, enrollments, and net promoter scores • Successfully launched the Outdoor Collection by Marriott Bonvoy • Signed nearly 1,200 development deals with hotel owners and other counterparties (excluding our acquisition of the citizenM brand)—an average of over 3 deals a day—representing approximately 163,000 rooms globally • Achieved strong net rooms growth of over 4.3% from year-end 2024 • Continued to progress our digital and technology transformation 2026 Proxy Statement Marriott International, Inc.
Executive compensation; 2025 accomplishments · Filed 27/03/2026
2025 Franchise fees $ 1,023 $ 860 $ 163 19 % $ 1,895 $ 1,606 $ 289 18 % Base management fees 343 340 3 1 % 682 665 17 3 % Incentive management fees 212 200 12 6 % 434 404 30 7 % Gross fee revenues 1,578 1,400 178 13 % 3,011 2,675 336 13 % Contract investment amortization (31) (29) (2) (7) % (66) (57) (9) (16) % Net fee revenues $ 1,547 $ 1,371 $ 176 13 % $ 2,945 $ 2,618 $ 327 12 % The increase in franchise fees in the 2026 second quarter and 2026 first half primarily reflected higher co-branded credit card fees ($73 million and $132 million, respectively) as well as higher revenue related to our franchised properties due to rooms growth ($30 million and $53 million, respectively), higher RevPAR, and other items.
MD&A; franchise and management fee results · Filed 03/08/2026
The increase in franchise fees in the 2026 first half also reflected higher residential branding fees ($32 million).
MD&A; residential branding fee growth · Filed 03/08/2026
During 2026, we executed new multi-year agreements in the U.S.
Business overview; executed multi-year agreements · Filed 03/08/2026
with JPMorgan Chase and American Express in connection with our co-branded credit card program.
Business overview; co-branded credit card counterparties · Filed 03/08/2026
In the 2026 first half, worldwide RevPAR increased 3.8 percent, primarily driven by ADR growth of 3.3 percent.
Business trends; first-half 2026 RevPAR and ADR · Filed 03/08/2026
CONSOLIDATED STATEMENTS OF INCOME Fiscal Years 2025, 2024, and 2023 (in millions, except per share amounts) 2025 2024 2023 REVENUES Franchise fees $ 3,325 $ 3,113 $ 2,831 Base management fees 1,322 1,288 1,238 Incentive management fees 791 769 755 Gross fee revenues 5,438 5,170 4,824 Contract investment amortization (135) (103) (88) Net fee revenues 5,303 5,067 4,736 Owned, leased, and other revenue 1,679 1,551 1,564 Cost reimbursement revenue (1) 19,204 18,482 17,413 26,186 25,100 23,713 OPERATING COSTS AND EXPENSES Owned, leased, and other expense (2) 1,461 1,329 1,309 Depreciation, amortization, and other 213 183 189 General and administrative (2) 870 945 867 Restructuring and merger-related (recoveries) charges, and other (2) 77 60 Reimbursed expenses (1) 19,503 18,799 17,424 22,045 21,333 19,849 OPERATING INCOME 4,141 3,767 3,864 Gains and other income, net 9 31 40 Interest expense (809) (695) (565) Interest income 42 40 30 Equity in earnings (1) 11 8 9 INCOME BEFORE INCOME TAXES 3,394 3,151 3,378 Provision for income taxes (793) (776) (295) NET INCOME $ 2,601 $ 2,375 $ 3,083 EARNINGS PER SHARE Earnings per share – basic $ 9.53 $ 8.36 $ 10.23 Earnings per share – diluted $ 9.51 $ 8.33 $ 10.18 (1)See Note 15 for disclosure of related party amounts.
Consolidated statements of income; 2023–2025 results · Filed 10/02/2026
We encounter strong competition in the short-term lodging market from regional, national, and international chains that operate lodging properties or franchise their brands, lodging properties that are not affiliated with a chain, and online platforms, including Airbnb and Vrbo, that allow travelers to book short-term rentals of homes and apartments as an alternative to hotel rooms.
Business; competition · Filed 10/02/2026
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.
Risk factors; premature owner agreement termination · Filed 10/02/2026
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.
Risk factors; historical difficulty collecting termination damages · Filed 10/02/2026
We are undertaking a multi-year transformation of our reservations, property management, and loyalty systems.
Risk factors; multi-year systems transformation · Filed 10/02/2026
Performance was negatively impacted by the conflict in the Middle East, which resulted in a sharp decline in RevPAR in our Middle East & Africa region beginning in March 2026, with the impact from the conflict continuing into the third quarter.
Business trends; realized Middle East demand disruption · Filed 03/08/2026
In the U.S. & Canada, RevPAR increased 5.0 percent in the 2026 second quarter and 4.6 percent in the 2026 first half, reflecting strong demand across all brand tiers and customer segments, as well as demand from the World Cup in June 2026.
Business trends; U.S. and Canada demand and World Cup contribution · Filed 03/08/2026
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.
Business; hotel rate setup and modification · Filed 10/02/2026
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (in millions, except per share amounts) (Unaudited) Three Months Ended Six Months Ended June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025 REVENUES Franchise fees $ 1,023 $ 860 $ 1,895 $ 1,606 Base management fees 343 340 682 665 Incentive management fees 212 200 434 404 Gross fee revenues 1,578 1,400 3,011 2,675 Contract investment amortization (31) (29) (66) (57) Net fee revenues 1,547 1,371 2,945 2,618 Owned, leased, and other revenue 466 441 878 802 Cost reimbursement revenue 5,058 4,932 9,902 9,587 7,071 6,744 13,725 13,007 OPERATING COSTS AND EXPENSES Owned, leased, and other expense (1) 417 363 794 695 Depreciation, amortization, and other 115 53 169 104 General and administrative (1) 220 210 439 419 Restructuring and merger-related (recoveries) charges, and other (10) 8 (6) 9 Reimbursed expenses 5,100 4,874 10,036 9,596 5,842 5,508 11,432 10,823 OPERATING INCOME 1,229 1,236 2,293 2,184 Gains and other income, net 11 5 14 3 Interest expense (221) (203) (435) (395) Interest income 20 12 30 21 Equity in earnings 5 4 — 5 INCOME BEFORE INCOME TAXES 1,044 1,054 1,902 1,818 Provision for income taxes (278) (291) (488) (390) NET INCOME $ 766 $ 763 $ 1,414 $ 1,428 EARNINGS PER SHARE Earnings per share – basic $ 2.90 $ 2.78 $ 5.34 $ 5.18 Earnings per share – diluted $ 2.90 $ 2.78 $ 5.32 $ 5.17 (1)The 2025 second quarter and 2025 first half reflect the reclassification of $35 million and $71 million, respectively, of other expenses previously reported under the “General, administrative, and other” caption to the “Owned, leased, and other expense” caption of our Income Statements to conform to our current presentation.
Condensed consolidated statements of income; first-half and second-quarter results · Filed 03/08/2026
2025 Owned, leased, and other revenue $ 466 $ 441 $ 25 6 % $ 878 $ 802 $ 76 9 % Owned, leased, and other expense 417 363 54 15 % 794 695 99 14 % Owned, leased, and other revenue, net of owned, leased, and other expense $ 49 $ 78 $ (29) (37) % $ 84 $ 107 $ (23) (21) % Owned, leased, and other revenue, net of owned, leased, and other expense, decreased in the 2026 second quarter and 2026 first half primarily due to a property-related litigation accrual ($27 million for both the 2026 second quarter and 2026 first half).
MD&A; owned, leased and other revenue and expense · Filed 03/08/2026
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions) (Unaudited) Six Months Ended June 30, 2026 June 30, 2025 OPERATING ACTIVITIES Net income $ 1,414 $ 1,428 Adjustments to reconcile to cash provided by operating activities: Depreciation, amortization, and other (including depreciation and amortization classified in reimbursed expenses) 384 279 Stock-based compensation 123 110 Income taxes 138 (145) Liability for guest loyalty program 339 256 Contract acquisition costs (251) (213) Restructuring and merger-related (recoveries) charges, and other 13 (18) Working capital changes (405) (469) Other 51 62 Net cash provided by operating activities 1,806 1,290 INVESTING ACTIVITIES Capital and technology expenditures (282) (290) Dispositions 93 — Loan advances (14) (12) Loan collections 102 15 Other (77) 1 Net cash used in investing activities (178) (286) FINANCING ACTIVITIES Commercial paper/Credit Facility, net 65 179 Issuance of long-term debt 1,425 1,960 Repayment of long-term debt (755) (954) Issuance of Class A Common Stock 53 45 Dividends paid (370) (357) Purchase of treasury stock (1,819) (1,500) Stock-based compensation withholding taxes (126) (110) Net cash used in financing activities (1,527) (737) INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH 101 267 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period (1) 371 425 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period (1) $ 472 $ 692 (1)The 2026 amounts include beginning restricted cash of $13 million as of December 31, 2025, and ending restricted cash of $10 million as of June 30, 2026, which we present in the “Prepaid expenses and other” and “Other noncurrent assets” captions of our Balance Sheets.
Condensed consolidated statements of cash flows; first-half 2026 · Filed 03/08/2026
NOTE 6. LONG-TERM DEBT We provide detail on our long-term debt balances, net of discounts, premiums, and debt issuance costs, in the following table as of June 30, 2026 and December 31, 2025: ($ in millions) Interest Rate Effective Interest Rate Face Amount Balance as of June 30, 2026 Balance as of December 31, 2025 Senior Notes (in order of maturity): Series R Notes, matured June 15, 2026 3.1 % 3.3 % $ 750 $ — $ 749 Series LL Notes, maturing September 15, 2026 5.5 % 5.9 % 450 450 449 Series TT Notes, maturing July 15, 2027 4.2 % 4.5 % 400 399 398 Series JJ Notes, maturing October 15, 2027 5.0 % 5.4 % 1,000 995 994 Series X Notes, maturing April 15, 2028 4.0 % 4.2 % 450 449 448 Series MM Notes, maturing October 15, 2028 5.6 % 5.9 % 700 695 694 Series AA Notes, maturing December 1, 2028 4.7 % 4.8 % 300 299 299 Series KK Notes, maturing April 15, 2029 4.9 % 5.3 % 800 792 790 Series NN Notes, maturing May 15, 2029 4.9 % 5.3 % 500 494 493 Series PP Notes, maturing March 15, 2030 4.8 % 5.0 % 500 496 496 Series FF Notes, maturing June 15, 2030 4.6 % 4.8 % 1,000 993 992 Series HH Notes, maturing April 15, 2031 2.9 % 3.0 % 1,100 1,094 1,094 Series UU Notes, maturing October 15, 2031 4.5 % 4.9 % 500 492 491 Series RR Notes, maturing April 15, 2032 5.1 % 5.4 % 500 494 493 Series GG Notes, maturing October 15, 2032 3.5 % 3.7 % 1,000 991 990 Series WW Notes, maturing May 1, 2033 4.5 % 4.8 % 600 590 — Series II Notes, maturing October 15, 2033 2.8 % 2.8 % 700 696 695 Series OO Notes, maturing May 15, 2034 5.3 % 5.6 % 1,000 982 982 Series W Notes, maturing October 1, 2034 4.5 % 4.1 % 278 286 287 Series QQ Notes, maturing March 15, 2035 5.4 % 5.5 % 1,000 987 987 Series VV Notes, maturing October 15, 2035 5.3 % 5.5 % 600 580 588 Series SS Notes, maturing April 15, 2037 5.5 % 5.7 % 1,500 1,466 1,475 Series XX Notes, maturing May 1, 2038 5.1 % 5.3 % 850 820 — Commercial paper 1,242 1,177 Credit Facility — — Finance lease obligations 110 120 Other 23 23 $ 16,915 $ 16,204 Less current portion (460) (1,209) $ 16,455 $ 14,995 We paid cash for interest, net of amounts capitalized, of $381 million in the 2026 first half and $328 million in the 2025 first half.
Note 6; debt balances and cash interest · Filed 03/08/2026
49 TABLE OF CONTENTS Executive and Director Compensation Stock Ownership Requirements and Hedging/Pledging Policies The Company reinforces its performance-based and long-term philosophy through its stock ownership policy which requires that, within five years of becoming an NEO, each NEO own Company stock with a total value equal to a multiple of three to six times his or her individual salary grade midpoint.
Executive compensation; stock ownership requirements · Filed 27/03/2026
The Company counts common stock owned outright and shares held within the Company’s qualified 401(k) plan in determining each NEO’s ownership level, but does not count unearned PSUs, unvested RSUs or outstanding SARs (regardless of whether vested or unvested).
Executive compensation; qualifying ownership definition · Filed 27/03/2026
Each NEO currently serving in their executive officer role has met this requirement.
Executive compensation; actual ownership compliance · Filed 27/03/2026
NEOs must retain 50% of the net after-tax shares under equity awards granted after becoming an NEO until they satisfy their applicable ownership requirement • NEOs are subject to compensation clawback requirements that can be triggered by either an accounting restatement or by serious misconduct • The Human Resources and Compensation Committee oversees and reviews an annual compensation risk assessment • The Human Resources and Compensation Committee is composed solely of independent members of the Board and retains an independent compensation consultant • We provide stockholders with an annual vote to approve, on a non-binding, advisory basis, the compensation of the NEOs and are available for regular engagement with stockholders on the Company’s compensation process and policies What We Do Not Do • We do not have employment contracts with NEOs • We do not offer defined benefit pension plans or supplemental executive retirement plans for our NEOs • We do not provide tax gross-ups • We do not have executive severance plans for our NEOs • We do not provide “single trigger” change in control benefits • We do not reprice options or SARs without stockholder approval, nor do we buy out underwater options or SARs • We do not allow associates, including NEOs, or directors to engage in hedging or derivative transactions related to Marriott securities • We do not allow directors or executive officers to hold Company stock in margin accounts or pledge such stock as collateral for loans, subject to limited exceptions for non-independent directors who are not executive officers • We do not pay or accrue dividends or dividend equivalents on unvested or unexercised equity awards 2026 Proxy Statement Marriott International, Inc.
Compensation practices; clawbacks, independent oversight and restrictions · Filed 27/03/2026
Our Audit, Human Resources and Compensation, Nominating and Corporate Governance, and Technology and Information Security Oversight committees are composed solely of independent directors.
Corporate governance; independent committee composition · Filed 27/03/2026
In 2025, the independent directors and non-employee directors met six times without management present and the independent directors met privately four times.
Corporate governance; independent director meetings held in 2025 · Filed 27/03/2026
During fiscal year 2025, no current director or director nominee attended fewer than 75% of the total number of meetings of the Board and committees on which such director served.
Corporate governance; actual director attendance · Filed 27/03/2026
While we believe it is reasonably possible that we may incur losses in excess of the amounts recorded associated with the above-described lawsuits or regulatory investigations related to the Data Security Incident, it is not possible to reasonably estimate the amount of such losses or range of loss in excess of the amounts recorded that might result from adverse judgments, settlements, or other resolution of these proceedings based on: (1) in the case of the above-described lawsuits, the current stage of these proceedings, the absence of specificity as to alleged damages, the uncertainty as to the certification of a class or classes and the size of any certified class, and the lack of resolution of significant factual and legal issues, and (2) uncertainty regarding regulatory inquiries or investigations.
Legal proceedings; unresolved Data Security Incident exposure · Filed 03/08/2026
CONTRACTS WITH CUSTOMERS Our current and noncurrent liability for guest loyalty program increased by $452 million, to $8,444 million as of June 30, 2026, from $7,992 million as of December 31, 2025, primarily reflecting points earned by members.
Contracts with customers; loyalty liability and points earned · Filed 03/08/2026
