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1、2 0 2 3 A N N UA L R E P O R TiLETTER TO STOCKHOLDERSAnthony CapuanoPresident and Chief Executive OfficerDear Stockholder,Marriott International experienced a banner year of growth in 2023,delivering more opportunities globally for our key stakeholders,including associates,guests,and owners and fran

2、chisees.The strong momentum in our business highlighted the true power and resiliency of travel.With nearly 8,800 properties across more than 30 leading brands in 139 countries and territories at year-end 2023,we are better positioned than ever to meet customer needs across all stay purposes around

3、the world.2023 Financial HighlightsWe reported fantastic results in 2023 as demand for travel and our industry-leading portfolio grew.Full year global revenue per available room(RevPAR)1 rose nearly 15 percent and net rooms grew 4.7 percent,the com-panys highest net rooms growth since 2019.Demand fo

4、r all types of travel remained strong,even as the rebound impact from the pandemic waned through-out the year.Group demand was again strong,and full year global group revenues rose 19 percent compared to 2022.In the business transient segment,demand from small-and medium-sized corporates remained ro

5、bust,and while large corporates were still lagging pre-pandemic levels,they continued to post year-over-year volume increases.Solid gains in both average daily rate(ADR)and room nights drove global business transient revenues 18 percent higher compared to 2022.1 Discussion of revenues across differe

6、nt customer segments refers to hotel-level revenues.All ADR,RevPAR and hotel revenue statistics are systemwide constant dollar.Unless otherwise stated,all changes refer to year-over-year changes for the comparable period.ADR,RevPAR and hotel revenue comparisons between 2023 and 2022 reflect properti

7、es that are comparable in both years.Hotel revenue comparisons between 2023 and 2019 reflect properties that are defined as comparable as of December 31,2023,even if they were not open and operating for the full year 2019 or they did not meet all the other criteria for comparable in 2019.iiLeisure t

8、ransient,which grew the fastest coming out of the pandemic,with 2023 global revenues nearly 55 percent above 2019,still posted more than 10 percent year-over-year revenue growth.For the full year 2023,gross fees rose 18 percent,with record incentive management fees that were about 20 percent higher

9、than 2019.Adjusted EBITDA2 reached over$4.6 billion in 2023,up 21 percent over 2022.Our fee-driven,asset-light business model once again generated significant cash in 2023.Cash provided by operating activities reached$3.2 billion,up 34 percent compared to 2022.We invested in the growth of our busine

10、ss and returned over$4.5 billion to stockholders in 2023 through a combination of cash dividends and share repurchases.Driving these strong results are our incredible asso-ciates,who remained laser focused on delivering exceptional customer service and experiences across the portfolio,including for

11、our valued Marriott Bonvoy loyalty members.Customer satisfaction continued to rise,with our December 2023 Intent to Recommend metric achieving its highest single month score in over five years.Year of Growth and ExpansionMarriott had a record year of organic signings in 2023,with an average of nearl

12、y 2.5 deals signed daily,bring-ing our global development pipeline up 15 percent over 2022 to roughly 573,000 rooms at year-end.Our overarching development strategy is to be in the right place with the right product at price points for every stay purpose.To help us achieve that goal,we intro-duced s

13、everal new brands and offerings in 2023.We entered a new segment,affordable midscale,by acquiring the City Express brand,which increased our footprint in the companys Caribbean&Latin America region by approximately 45 percent.We also created StudioRes,a midscale extended stay brand in the U.S.&Canad

14、a region and announced the launch of Four Points Express by Sheraton,for our Europe,Middle East&Africa region.Our luxury portfolio remains unmatched,with 623 prop-erties at the end of 2023.New openings included the debut of W Budapest,the brands first hotel in Hungary,and Rissai Valley,a Ritz-Carlto

15、n Reserve,which marked our 500th hotel in Greater China.Last year,we signed a record 58 luxury deals,resulting in a total of 245 hotels in our luxury pipeline at year-end.Conversions once again helped drive growth,account-ing for 25 percent of our organic room additions during the year.In 2023,we si

16、gned a record 184 conversion properties,representing nearly 65,000 rooms globally.That total included 37,000 rooms in Las Vegas and five other U.S.cities from our strategic licensing agreement with MGM Resorts International and the creation of the MGM Collection with Marriott Bonvoy.Customer demand

17、fueled the expansion of our branded residences,which had 134 open locations and 115 pipeline residential projects across 49 countries and territories and 16 brands at the end of 2023.Driving EngagementOver the past five years,Marriott Bonvoy has grown from a loyalty program to also encompass a power

18、ful portfolio of over 30 brands and travel offerings such as The Ritz-Carlton Yacht Collection and Homes&Villas by 2 Please see page 73 for further information on the calculation of adjusted EBITDA,including a reconciliation of this adjusted financial measure to the corresponding generally accepted

19、accounting principles(GAAP)measure.iiiMarriott Bonvoy.During the year,our Marriott Bonvoy loyalty program grew to over 196 million members.Member penetration of global room nights reached new highs in 2023 at 68 percent in the U.S.&Canada and 61 percent globally.Weve also entered into exciting strat

20、egic partnerships to connect our members to once-in-a-lifetime experi-ences through Marriott Bonvoy Moments and expanded ways to earn and redeem points through everyday activities like dining out or taking Uber.Our growing portfolio of 31 credit cards across 11 countries includes the first co-brande

21、d hotel credit card in India,which we introduced in 2023.During the year,our digital channels,and mobile in particular,remained key drivers of growth.Our Marriott Bonvoy mobile app contributed 22 percent more room nights in 2023 than in the prior year.We continue to be focused on improving the custo

22、mer experience across all our digital and other booking channels through the multi-year technology transformation we have underway to enhance our powerful revenue generation engines.Doing Good in the WorldInspired by Marriotts core value to Serve Our World,our sustainability and social impact platfo

23、rm,Serve 360:Doing Good in Every Direction,guides our efforts to drive meaningful change in the community and for the environment.Serve 360 has been delivering positive results through four priority areas:Nurture Our World,Sustain Responsible Operations,Empower Through Opportunity,and Welcome All an

24、d Advance Human Rights.Last year was a time of great need brought on by the tragedy of war,ongoing humanitarian challenges and natural disasters,including the devastating wildfires in Maui and earthquakes in Trkiye and Syria.Following are several highlights of the social impact and sustain-ability p

25、rogress we made in 2023:Nurture Our World:Together with UNICEF,we relaunched and expanded our donation program,“Check Out for Children,”which invites guests to make a voluntary donation during their stay to support children worldwide.The pro-gram is now live in over 500 properties across 40 countrie

26、s and territories.In collaboration with The J.Willard and Alice S.Marriott Foundation,we continued to provide relief to communities impacted by disaster around the world including for our associates,as well as students and teachers of Lahaina affected by the Maui fires.In 2023,we also reached the mi

27、lestone of contributing over 12 million volunteer hours since 2016,as we continue to work toward our goal of 15 million hours by 2025.Sustain Responsible Operations:Our sustainability strategy and initiatives focus on a wide range of issues,including designing resource-efficient hotels,imple-menting

28、 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 sustainabil-ity certifications at the hotel level,supporting innovative ecosystem restoration initiatives,focusin

29、g on respon-sible and local sourcing,and driving climate action.Additionally,we took the next steps in our climate action journey in September 2023,we submitted our emissions reduction targets to the Science Based Targets initiative and our long-term science-based tar-get to reach net-zero emissions

30、 by no later than 2050.Empower Through Opportunity:On World Refugee Day in 2023,Marriott pledged to hire over 1,500 refugees in ivEurope by 2026,in addition to our previous pledge to hire over 1,500 refugees in the United States by 2025.We are energized by these commitments to hire more than 3,000 r

31、efugees globally and supporting workplace readiness and access to opportunity.Welcome All&Advance Human Rights:We addressed some of the industrys most pressing human rights issues in 2023,including by launching a new initiative with the Internet Watch Foundation to block websites with child sexual a

32、buse material from guest Internet networks in most of our U.S.&Canada hotels.We continue to work to combat human trafficking by training associates to recognize the potential indicators as well as leading and participating in programs that support survivors,such as the United Way Worldwide and Survi

33、vor Alliance Pembrook Fellowship program and the Future in Training(FiT)Curriculum managed by the University of Maryland SAFE Center.We will continue to focus on efforts to do good in the world so that we can help to drive change toward a more sustainable and equitable future.A World of Opportunitie

34、sI am so proud of our associates,who are delivering exceptional service and hospitality while embracing opportunities to learn and grow.Our people are the foundation of our strategy.We are heartened that our associate engagement scores exceeded the“Best Employer”external benchmark and that we placed

35、 in the top 10 on the Fortune Best Companies to Work For 2023 list.Marriotts core values to put people first,embrace change,pursue excellence,act with integrity,and serve our world are the foundation and guide for all we do.As we approach the companys 97th anniversary,the fundamentals of our company

36、 are strong,and we are determined to grow our industry-leading position.We remain focused on offering the best brands and experi-ences,to the most valuable and engaged guests,while expanding the broadest and deepest portfolio of global properties and offerings,so we can continue to connect people ar

37、ound the world through the power of travel.I am incredibly optimistic about our future together.We look forward to welcoming you soon,wherever your next journey takes you.Anthony CapuanoPresident and Chief Executive OfficerUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549FORM 10-K

38、ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the Fiscal Year Ended December 31,2023 orTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from to Commission File No.1-13881 MARRIOTT INTERNATIONAL,I

39、NC.(Exact name of registrant as specified in its charter)Delaware52-2055918(State or other jurisdiction of incorporation or organization)(IRS Employer Identification No.)7750 Wisconsin AvenueBethesdaMaryland20814(Address of Principal Executive Offices)(Zip Code)(Registrants Telephone Number,Includin

40、g Area Code)(301)380-3000Securities registered pursuant to Section 12(b)of the Act:Title of Each Class Trading Symbol(s)Name of Each Exchange on Which RegisteredClass A Common Stock,$0.01 par value MARNasdaq Global Select MarketSecurities registered pursuant to Section 12(g)of the Act:NONEIndicate b

41、y check mark if the registrant is a well-known seasoned issuer,as defined in Rule 405 of the Securities Act.Yes No oIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d)of the Act.Yes o No Indicate by check mark whether the registrant:(1)has

42、 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 No oIndica

43、te 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).Ye

44、s No oIndicate 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

45、company”in Rule 12b-2 of the Exchange Act.Large accelerated filer Accelerated fileroEmerging growth companyoNon-accelerated fileroSmaller reporting companyoIf an emerging growth company,indicate by check mark if the registrant has elected not to use the extended transition period for complying with

46、any new or revised financial accounting standards provided pursuant to Section 13(a)of the Exchange Act.oIndicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Secti

47、on 404(b)of the Sarbanes-Oxley Act(15 U.S.C.7262(b)by the registered public accounting firm that prepared or issued its audit report.If securities are registered pursuant to Section 12(b)of the Act,indicate by check mark whether the financial statements of the registrant included in the filing refle

48、ct the correction of an error to previously issued financial statements.oIndicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants executive officers during the relevant recovery

49、 period pursuant to 240.10D-1(b).oIndicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Act).Yes No The aggregate market value of shares of common stock held by non-affiliates at June 30,2023,was$45,768,892,728.There were 289,485,338 shares of Class A Commo

50、n Stock,par value$0.01 per share,outstanding at February 6,2024.DOCUMENTS INCORPORATED BY REFERENCEPortions of the Proxy Statement prepared for the 2024 Annual Meeting of Stockholders are incorporated by reference into Part III of this report.MARRIOTT INTERNATIONAL,INC.FORM 10-K TABLE OF CONTENTSFIS

51、CAL YEAR ENDED DECEMBER 31,2023 Page No.Part I.Item 1.Business4Item 1A.Risk Factors11Item 1B.Unresolved Staff Comments18Item 1C.Cybersecurity18Item 2.Properties19Item 3.Legal Proceedings20Item 4.Mine Safety Disclosures20Part II.Item 5.Market for Registrants Common Equity,Related Stockholder Matters,

52、and Issuer Purchases of Equity Securities20Item 6.Reserved20Item 7.Managements Discussion and Analysis of Financial Condition and Results of Operations20Item 7A.Quantitative and Qualitative Disclosures About Market Risk29Item 8.Financial Statements30Item 9.Changes in and Disagreements with Accountan

53、ts on Accounting and Financial Disclosure61Item 9A.Controls and Procedures61Item 9B.Other Information61Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections61Part III.Item 10.Directors,Executive Officers,and Corporate Governance62Item 11.Executive Compensation62Item 12.Security

54、 Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters62Item 13.Certain Relationships and Related Transactions,and Director Independence62Item 14.Principal Accountant Fees and Services62Part IV.Item 15.Exhibits and Financial Statement Schedules66Item 16.Form 10-K Summ

55、ary70Signatures71 2Throughout this report,we refer to Marriott International,Inc.,together with its consolidated subsidiaries,as“we,”“us,”“Marriott,”or the“Company.”In order to make this report easier to read,we also refer throughout to(1)our Consolidated Financial Statements as our“Financial Statem

56、ents,”(2)our Consolidated Statements of Income as our“Income Statements,”(3)our Consolidated Balance Sheets as our“Balance Sheets,”(4)our Consolidated Statements of Cash Flows as our“Statements of Cash Flows,”(5)our properties,brands,or markets in the United States and Canada as“U.S.&Canada,”and(6)o

57、ur properties,brands,or markets in our Caribbean and Latin America,Europe,Middle East and Africa,Greater China,and Asia Pacific excluding China regions,as“International.”In addition,references throughout to numbered“Notes”refer to the Notes to our Financial Statements,unless otherwise stated.Caution

58、ary Statement All statements in this report are made as of the date this Form 10-K is filed with the U.S.Securities and Exchange Commission(the“SEC”).We undertake no obligation to publicly update or revise these statements,whether as a result of new information,future events or otherwise.We make for

59、ward-looking statements in Managements Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this report based on the beliefs and assumptions of our management and on information available to us through the date this Form 10-K is filed with the SEC.Forward-looking

60、 statements include information related to future demand trends and expectations;our expectations regarding rooms growth;our expectations regarding our ability to meet our liquidity requirements;our capital expenditures and other investment spending expectations;our expectations regarding future div

61、idends and share repurchases;and other statements that are preceded by,followed by,or include the words“believes,”“expects,”“anticipates,”“intends,”“plans,”“estimates,”“foresees,”or similar expressions;and similar statements concerning anticipated future events and expectations that are not historic

62、al facts.We caution you that these statements are not guarantees of future performance and are subject to numerous evolving risks and uncertainties that we may not be able to accurately predict or assess,including the risks and uncertainties we describe in Part I,Item 1A,“Risk Factors,”of this repor

63、t and other factors we describe from time to time in our periodic filings with the SEC.3PART IItem 1.Business.Corporate Structure and BusinessWe are a worldwide operator,franchisor,and licensor of hotel,residential,timeshare,and other lodging properties under numerous brand names at different price

64、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).The following table shows our portfolio of brands at year-end 2023.We discuss our operations in the following two operating seg

65、ments,both of which meet the applicable criteria for separate disclosure as a reportable business segment:(1)U.S.&Canada and(2)International.In January 2024,we modified our segment structure as a result of a change in the way management intends to evaluate results and allocate resources within the C

66、ompany.Beginning with the 2024 first quarter,we will report the following four operating segments:(1)U.S.&Canada,(2)Europe,Middle East,and Africa,(3)Asia Pacific excluding China,and(4)Greater China.Our Caribbean and Latin America operating segment will not meet the applicable criteria for separate d

67、isclosure as a reportable business segment,and as such,we will include its results in“Unallocated corporate and other.”See Note 14 for more information.Company-Operated PropertiesAt year-end 2023,we had 2,096 company-operated properties(589,078 rooms),which included properties under long-term manage

68、ment or lease agreements with property owners(management and lease agreements together,the“Operating Agreements”)and properties that we own.Terms of our management agreements vary,but we earn a management fee that is typically composed of a base management fee,which is a percentage of the revenues o

69、f the hotel,and an incentive management fee,which is based on the profits of the hotel.Our management agreements also typically include reimbursement of costs of operations(both direct and indirect).Such agreements are generally for initial periods of 20 to 30 years,with options for us to renew for

70、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.In many jurisdictions,our Operating Agreements may be subordinated to mortgages or other liens s

71、ecuring indebtedness of the owners.Many of our Operating Agreements also permit the owners to terminate the agreement if we do not meet certain performance metrics,financial returns fail to meet defined levels for a period of time,and we have not cured those deficiencies.In certain circumstances,som

72、e of our management agreements allow owners to convert company-operated properties to franchised properties under our brands.For the lodging properties we operate,we generally are responsible for hiring,training,and supervising the employees needed to operate the properties and for incurring operati

73、onal and administrative costs related to the operation of the properties,and owners are required to reimburse us for those costs.We provide centralized programs and services,such as our Marriott Bonvoy loyalty program,reservations,and marketing,as well as various accounting and data processing servi

74、ces,and owners are required to reimburse us for those costs as well.Franchised and Licensed PropertiesWe have franchising and licensing arrangements that permit property owners and operators to use many of our lodging brand names and systems.Under our hotel franchising arrangements,we generally rece

75、ive an initial application fee and 4continuing royalty fees,which typically range from four to seven percent of room revenues for all brands,plus up to four percent of food and beverage revenues for certain full-service brands.Franchisees contribute to our centralized programs and services,such as o

76、ur Marriott Bonvoy loyalty program,reservations,and marketing.We also receive royalty fees under license agreements with Marriott Vacations Worldwide Corporation,our former timeshare subsidiary that we spun off in 2011,and its affiliates(collectively,“MVW”),for certain brands.The license fees we rec

77、eive from MVW consist of a fixed annual fee,adjusted for inflation,plus certain variable fees based on sales volumes.Finally,we receive royalty fees under agreements for The Ritz-Carlton Yacht Collection.At year-end 2023,we had 6,563 franchised and licensed properties(994,354 rooms and timeshare uni

78、ts).ResidentialWe 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 lim

79、ited amounts,if any,of our capital at risk.We also typically receive continuing management fees for managing the related homeowners association.At year-end 2023,we had 126 branded residential communities(13,948 residential units).Intellectual PropertyWe operate in a highly competitive industry and o

80、ur brand names,trademarks,service marks,trade names,and logos are very important to the development,sales and marketing of our properties and services.We believe that our brand names and other intellectual property have come to represent outstanding quality,care,service,and value to our customers,gu

81、ests,and the traveling public.Accordingly,we register and protect our intellectual property where we deem appropriate and otherwise protect against its unauthorized use.Brand PortfolioWe believe that our brand portfolio offers the most compelling range of brands and hotels in hospitality.Our brands

82、are categorized by style of offering-Classic and Distinctive.Our Classic brands offer time-honored hospitality for the modern traveler,and our Distinctive brands offer memorable experiences with a unique perspective-each of which we group into four quality tiers:Luxury,Premium,Select,and Midscale.Lu

83、xury offers bespoke and superb amenities and services.Our Classic Luxury brands include JW Marriott,The Ritz-Carlton,and St.Regis.Distinctive Luxury brands in our portfolio include The Luxury Collection,W Hotels,EDITION,and Bvlgari.Premium offers sophisticated and thoughtful amenities and services.O

84、ur Classic Premium brands include Marriott Hotels,Sheraton,Delta Hotels by Marriott,Marriott Executive Apartments,and Marriott Vacation Club.Our Distinctive Premium brands include Westin,Autograph Collection Hotels,Renaissance Hotels,Le Mridien,Tribute Portfolio,Gaylord Hotels,Design Hotels,and Apar

85、tments by Marriott Bonvoy.Select offers smart and easy amenities and services,with our longer stay brands offering amenities that mirror the comforts of home.Our Classic Select hotel brands include Courtyard,Fairfield,Residence Inn,SpringHill Suites,Four Points,TownePlace Suites,and Protea Hotels.Ou

86、r Distinctive Select hotel brands include Aloft Hotels,AC Hotels by Marriott,Moxy Hotels,and Element Hotels.Midscale offers limited services and essential amenities at a more affordable price point.Our Midscale brands,which are Classic brands,include City Express by Marriott and Four Points Express

87、by Sheraton,which opened its first hotel in the 2024 first quarter.5The following table shows the geographic distribution of our brands at year-end 2023:LuxuryJW MarriottProperties358Rooms19,2612,5234,2998,8329,2194,29648,430The Ritz-CarltonProperties429Rooms12,7872,7033,9794,5

88、445,1592,00731,179The Luxury Collection Properties113Rooms5,4085,7562,4936,8221,4881,46123,428W HotelsProperties251071111771Rooms7,2952,1222,3162,7543,9051,75220,144St.RegisProperties8Rooms2,1697683,2222,0683,46269312,382EDITIONProperties55332119Rooms1,37981804,158Bv

89、lgariProperties41229Rooms3321PremiumMarriott HotelsProperties3377729476532587Rooms132,85621,9909,08314,89322,7818,461210,064SheratonProperties30436Rooms64,92314,2799,23416,52538,7918,442152,194WestinProperties5243Rooms54,8205,7872,03010,81310,3604,34788,157Autograph

90、CollectionProperties7304Rooms31,32110,0102,4024,27742612,44860,884Renaissance HotelsProperties8828515309175Rooms28,0416,4911,4763,80110,7042,74553,258Le MridienProperties259Rooms5,4895,1566,8417,7565,22556231,029Delta Hotels by Marriott(Delta Hotels)Properties9231642135Rooms21,

91、7305,4461,4431,52936630,514Tribute Portfolio Properties662551147118Rooms10,7253,0965841,09698664017,127Gaylord HotelsProperties66Rooms10,22010,220Design HotelsProperties1Rooms1,6054,7827503897833938,702Marriott Executive ApartmentsProperties313911238Rooms2121,8411,2971,7352405,325Apartmen

92、ts by Marriott BonvoyTMProperties11Rooms107107U.S.&CanadaEuropeMiddle East&AfricaAsia Pacific Excluding ChinaGreater ChinaCaribbean&Latin AmericaTotal 6U.S.&CanadaEuropeMiddle East&AfricaAsia Pacific Excluding ChinaGreater ChinaCaribbean&Latin AmericaTotalSelectCourtyard by Marriott(Courtyard)Proper

93、ties1,06675116053471,312Rooms147,09113,9842,30412,10713,8657,609196,960Fairfield by Marriott(Fairfield)Properties1,1537148181,290Rooms109,4459,5277,8342,576129,382Residence Inn by Marriott(Residence Inn)Properties8612778903Rooms105,9113,2051,1171,213111,446SpringHill Suites by Marriott(SpringHill Su

94、ites)Properties547547Rooms64,77464,774Four Points by Sheraton(Four Points)Properties18309Rooms22,9653,2845,13610,79614,4592,33258,972TownePlace Suites by Marriott(TownePlace Suites)Properties503503Rooms51,06351,063Aloft HotelsProperties17232Rooms23,4571,6692,7444,3013,2302,7693

95、8,170AC Hotels by MarriottProperties36Rooms19,38612,5292861,7751352,86736,978Moxy HotelsProperties358788138Rooms6,57216,4161,5611,49526,044Element HotelsProperties83173599Rooms11,5221601,1895721,15114,594Protea Hotels by MarriottProperties16263Rooms726,5396,611MidscaleCity Express by Marr

96、iott TMProperties150150Rooms17,43117,431ResidencesResidencesProperties696Rooms7,4165401,9692,99930272213,948Subtotal Properties5,9657993435675254928,691Subtotal Rooms979,631144,13174,036130,158159,87186,6591,574,486Timeshare(1)Properties93Rooms22,745Yacht(1)Properties1Rooms149Total Proper

97、ties8,785Total Rooms1,597,380(1)We exclude geographical data for Timeshare and Yacht as these offerings are captured within“Unallocated corporate and other.”In the above table,The Luxury Collection,Autograph Collection,and Tribute Portfolio include seven total properties that we acquired when we pur

98、chased Elegant Hotels Group plc in December 2019,which we currently intend to re-brand under such brands after the completion of planned renovations.Loyalty and Credit Card ProgramsMarriott Bonvoy is our travel loyalty program and marketplace through which members have access to our diverse brand po

99、rtfolio,rich benefits,and travel experiences.Members can earn points for stays at our hotels and other lodging offerings,such as Homes&Villas by Marriott BonvoyTM,a global offering focusing on the premium and luxury tiers of rental homes,as well as through purchases with co-branded credit cards and

100、our travel partners.Members can redeem their points for stays at most of our 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 refer to our Marriott B

101、onvoy loyalty program throughout this report as“Marriott Bonvoy”or our“Loyalty Program.”7We believe that Marriott Bonvoy generates substantial repeat business that might otherwise go to competing hotels.In 2023,over 60%of our global room nights were booked by Marriott Bonvoy members.We strategically

102、 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 the U.S.,we have multi-year agreements with JPMorgan Chase and American Express.We also license credit card programs internationally in Japan,Canada,the

103、 United Kingdom,United Arab Emirates,Saudi Arabia,South Korea,Mexico,China,India,and Qatar.We generally earn fixed amounts that are payable at contract inception and variable amounts that are paid to us monthly over the term of the agreements primarily based on card usage.We believe that our co-bran

104、ded 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 Marriott Bonvoy by creating value for our customers and property owners and franchisees.Payments received under our co-branded credit card agree

105、ments 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 M,the Marriott Bonvoy mobile app,and our other digital direct channels

106、 offer seamless digital experiences that complement the experience our customers enjoy at Marriotts extensive portfolio of properties.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,serv

107、ice requests,mobile dining,and more.In addition,we are focused on strengthening the Loyalty Program by attracting more members and localizing our experiences to reach new customers around the world.Our focus on creating frictionless experiences throughout our digital direct channels is foundational

108、to our long-term digital and technology transformation,which aims to grow our loyal customer base and drive more direct bookings and more business to our hotels.At year-end 2023,we operated 19 customer engagement centers,seven in the U.S.and 12 in other countries and territories.We own two of the U.

109、S.facilities and either lease the others or share space with a company-operated property.We believe our global sales and revenue management organizations are a key competitive advantage due to our focus on optimizing our investment in people,processes,and systems.Our above-property sales deployment

110、strategy is designed around the way the customer wants to buy and the strategic priorities of our hotels globally.Our strategy is focused on driving efficiencies,profitable revenue,and customer loyalty by leveraging customer relationships and reducing duplication of efforts at the hotel level.We als

111、o utilize innovative and sophisticated revenue management systems,many of which are proprietary,which we believe provide a competitive advantage in pricing decisions,increasing efficiency and optimizing property-level revenue for hotels in our portfolio.Most of the hotels in our portfolio utilize we

112、b-based programs to effectively manage the rate set-up and modification processes.The use of these web-based programs provides for greater pricing flexibility,reduces time spent on rate program creation and maintenance,and increases the speed to market of new products and services.CompetitionWe enco

113、unter strong competition in the short-term lodging market from large national and international chains that operate hotels or franchise their brands,unaffiliated hotels,and online platforms,including Airbnb and Vrbo,that allow travelers to book short-term rentals of homes and apartments as an altern

114、ative to hotel rooms.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.Our direct digital channels

115、also compete for guests with online travel services platforms,such as E,P,B,T,O,and C,and search engines such as Google,Bing,Yahoo,and Baidu.Affiliation with a brand is common in the U.S.lodging industry.In 2023,approximately 72 percent of U.S.hotel rooms were brand-affiliated.Although we believe th

116、at our strong brand recognition assists us in attracting and retaining guests,owners,and franchisees,we compete against many other companies with strong brands and guest appeal,including Hilton,IHG Hotels&Resorts,Hyatt,Wyndham Hotels&Resorts,Accor,Choice Hotels,Best Western Hotels&Resorts,and others

117、.Outside the U.S.,branding is less prevalent,and many markets are served primarily by independent operators,although branding is more common for new hotel development compared to the past.We believe that chain affiliation will continue to become more attractive in many overseas markets as local econ

118、omies grow,trade barriers decline,international travel accelerates,and hotel owners seek the benefits of centralized reservation systems,marketing programs,and loyalty programs.8Based on lodging industry data,we have an approximately 16 percent share of the U.S.hotel market and a four percent share

119、of the hotel market outside the U.S.(based on number of rooms).We believe that our hotel brands are attractive to hotel owners seeking a management company or franchise or other licensing affiliation because our hotels typically generate higher RevPAR than our direct competitors in most market areas

120、.We attribute this performance premium to our success in achieving and maintaining strong guest preference.We believe that the location and quality of our lodging facilities,our marketing programs,our reservation systems,our Loyalty Program,and our emphasis on guest service and guest and associate s

121、atisfaction contribute to guest preference across all our brands.SeasonalityIn general,business at our properties fluctuates moderately with the seasons.Business at some resort properties may be more seasonal depending on location.Human Capital ManagementMarriotts long history of service,innovation,

122、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.At year-end 2023,Marriott managed the employment of approximately 411,000

123、associates.This number includes 148,000 associates employed by Marriott at properties,customer care centers,and above-property operations,as well as 263,000 associates who are employed by our property owners but whose employment is managed by Marriott(which is common outside the U.S.).Approximately

124、117,000 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.These numbers do not include hotel personnel employed by our fra

125、nchisees or management companies hired by our franchisees.Marriott is committed to conducting its business in accordance with high ethical and legal standards and expects our independent franchisees to develop responsible human capital management practices.We are focused on maintaining Marriotts pos

126、ition as an employer of choice both for job seekers and our existing associates.To attract talent,we are targeting new labor pools,optimizing our recruiting practices,and sharing our story of long-term career potential.At our headquarters in Bethesda,Maryland,we utilize a hybrid work model to allow

127、for flexibility and choice to meet the needs of our corporate workforce.For 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.We

128、 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 to drive improvements in our culture.Our as

129、sociate engagement scores exceeded the“Best Employer”external benchmark in 2023,and we were recognized as a top 10 company on the Fortune Best Companies to Work for in 2023,a list we have been on for 26 consecutive years.Our human capital strategy is based on three signature elements Growing Great L

130、eaders,Investing in Associates,and Access to Opportunity.Growing Great LeadersWe believe that associates at every level can inspire others through great leadership.In 2023,we launched our new Leadership Framework,designed to help us grow great leaders.It starts with leadership essentials that clearl

131、y define what great leadership means at Marriott,at all levels of the organization.We have also refreshed our leadership competencies,which have been integrated into our performance management process and leadership development programs.Our talent development strategy is designed to provide opportun

132、ities for our associates to develop and grow their careers with Marriott for the long term while driving the performance of our business.Investing in AssociatesWe are focused on providing our associates with the tools,resources,and support they need to thrive both personally and professionally.We pr

133、ovide 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,such as a retirement savings and employee stock purchase plan.Outside the U.S.,we also offer comprehensive

134、 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 9well-being.In

135、addition,pay equity is foundational to our compensation structures and practices.In the U.S.,we conduct pay equity audits at least annually and make adjustments as needed.Access to OpportunityOur company-wide diversity,equity,and inclusion efforts include a range of initiatives and programs to suppo

136、rt our goal to make all stakeholders(including associates,guests,owners,and suppliers)feel welcome and valued.The Inclusion and Social Impact Committee(“ISIC”)of our Board of Directors(“Board”),established over 20 years ago,helps drive accountability for these efforts across the Company.The ISIC ass

137、ists the Board in providing oversight of the Companys strategy,efforts,and commitments related to our people-first culture,associate well-being,inclusion,and other environmental,social and governance matters.Sustainability and Social ImpactGuided by our 2025 sustainability and social impact goals,as

138、 well as the United Nations Sustainable Development Goals,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

139、Operations;Empower Through Opportunity;and Welcome All and Advance Human Rights each with targets to drive our efforts through 2025.These targets reflect our goals to(1)support the resiliency and sustainable development of the communities and environments where we do business,(2)work to reduce our e

140、nvironmental impacts,design and operate sustainable hotels,and source responsibly,while mitigating climate-related risk,(3)facilitate workplace readiness and access to opportunity in our business,and(4)create a safe,welcoming world,including by working with organizations to educate and advocate on i

141、ssues related to human rights throughout and beyond our business.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,increa

142、sing the use of renewable energy,managing water-related risks,focusing on third-party sustainability certifications at the hotel-level,supporting innovative ecosystem restoration initiatives,focusing on responsible and local sourcing,and driving climate action.Our climate action efforts include comm

143、itting to set a near-term science-based emissions reduction target and a long-term science-based target to reach net-zero value chain greenhouse gas emissions by no later than 2050.In September 2023,we submitted our emissions reduction targets to the Science Based Targets initiative and are awaiting

144、 validation of the targets,which we expect later in 2024.In response to humanitarian crises,like war and natural disasters,our hotels often look to support their local communities in need by donating funds,hotel stays,food,supplies,and volunteer hours.We also deploy our Marriott Disaster Relief Fund

145、 to support associates and their families impacted by crises,such as the earthquakes in Trkiye and Syria and fires in Maui,as well as charitable organizations providing relief on the ground.We also continue to focus on our efforts to advance human rights,and we have trained 1.2 million associates in

146、 human trafficking awareness between 2016 and year-end 2023.We have also donated our training program to the broader lodging industry,and the training has been completed 1.6 million times by non-Marriott individuals between 2020 and year-end 2023.Additionally,in 2023,Marriott became a member of the

147、Internet Watch Foundation and deployed technology to block websites with illegal child sexual abuse material from guest network access in most of its U.S.&Canada hotels.Government RegulationsAs a company with global operations,we are subject to a wide variety of laws,regulations,and government polic

148、ies in the U.S.and in jurisdictions around the world.Some of the regulations that most affect us include those related to employment practices;marketing and advertising efforts;trade and economic sanctions;anti-bribery,anti-corruption,and anti-money laundering;intellectual property;cybersecurity,dat

149、a privacy,data localization,data transfers,and the handling of personally identifiable information;competition;climate and the environment;health and safety;liquor sales;and the offer and sale of franchises.Internet Address and Company SEC FilingsOur primary Internet address is M.On the investor rel

150、ations portion of our website,M provide a link to our electronic filings with the SEC,including our annual report on Form 10-K,our quarterly reports on Form 10-Q,our current reports on Form 8-K,and any amendments to these reports.We make all such filings available free of charge as soon as reasonabl

151、y 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.10Item 1A.Risk Factors.We are subject to various risks that make an investment in our securities risky.The events and consequences discussed in these risk factor

152、s could,in circumstances we may or may not be able to accurately predict,recognize,or control,have a material adverse effect on our business,liquidity,financial condition,and results of operations.In addition,these risks could cause results to differ materially from those we express in forward-looki

153、ng statements contained in this report or in other Company communications.These risk factors do not identify all risks that we face,and our business could also be affected by factors,events,or uncertainties that are not presently known to us or that we currently do not consider to present significan

154、t risks to our operations.Risks Relating to Our IndustryOur industry is highly competitive,which may impact our ability to compete successfully for guests.We operate in markets that contain many competitors.Our hotel brands and other lodging offerings generally compete with major hotel chains,region

155、al hotel chains,independent hotels,and home sharing and rental services across national and international venues.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

156、services,including our Loyalty Program,direct booking channels,consumer-facing technology platforms and services,our co-branded credit cards,and other offerings.If we cannot compete successfully in these areas,our business,liquidity,financial condition,and results of operations could be materially a

157、dversely affected.Further,new lodging supply in individual markets could have a negative impact on the hotel industry and hamper our ability to maintain or increase room rates or occupancy in those markets.Economic and other global,national,and regional conditions and events have in the past impacte

158、d,and could in the future impact,our business,financial results and growth.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 issu

159、es),and geopolitical,public health,social and other conditions and events.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

160、;political instability,geopolitical 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.These conditions and events have in the past

161、 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 our managed and franchised hotels,owned and leased hotels,and properties in which we have an in

162、vestment,potentially impacting their ability to meet expenses,including payment of amounts owed to us;adversely affecting the value of our owned and leased properties or investments;affecting the ability or willingness of hotel owners and franchisees to service,repay or refinance existing indebtedne

163、ss or similar obligations,including loans or guaranty advances we have made to or for them;making it more difficult for hotel owners and franchisees to obtain financing on commercially acceptable terms,or at all;causing hotel construction and opening delays;decreasing the rate at which new projects

164、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

165、more restrictive;andadversely affecting associate hiring and retention.The conditions and events discussed in this risk factor could also give rise to,aggravate,and impact our ability to allocate resources to mitigate the other risks that we identify below,which in turn could materially adversely af

166、fect our business,liquidity,financial condition,and results of operations.Risks Relating to Our BusinessOperational RisksPremature termination of our management or franchise agreements could hurt our financial performance.Our hotel management and franchise agreements may be subject to premature term

167、ination in certain circumstances,such as the bankruptcy of a hotel owner or franchisee,the failure of a hotel owner or franchisee 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 cu

168、re,or in certain limited cases,other negotiated contractual termination rights.Property owners may assert the right to 11terminate management agreements even where the agreements provide otherwise,and some courts have upheld such assertions about our management agreements and may do so in the future

169、.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.We may have difficulty collecting damages from the hotel owner or franchisee,and any da

170、mages we ultimately collect could be less than the projected future value of the fees and other amounts we would have otherwise collected under the management or franchise agreement.A significant loss of these agreements could hurt our financial performance or our ability to grow our business.Disagr

171、eements with owners of hotels that we manage or franchise may result in arbitration or litigation or delay implementation of product or service initiatives.Consistent with our focus on management and franchising,we own very few of our lodging properties.The nature of our responsibilities under our m

172、anagement agreements to manage each hotel and enforce the standards required for our brands under both management and franchise agreements may be subject to interpretation.This has from time to time given rise to disagreements with hotel owners and franchisees,and may give rise to such disagreements

173、 in the future,including over the need for or payment for new product,service,or systems initiatives,the timing and amount of capital investments,and reimbursement for operating costs,system costs,or other amounts.We have seen,and may in the future see,an increase in such disagreements with hotel ow

174、ners and franchisees during periods when hotel returns are weaker.We seek to resolve any disagreements and to develop and maintain positive relations with current and potential hotel owners,franchisees,and real estate investment partners,but we cannot always do so.Failure to resolve such disagreemen

175、ts 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 third-party Internet services to book online hotel reservation

176、s could adversely impact our business.Some of our hotel rooms are booked through Internet travel intermediaries such as E,P,B,T,O,and C,and other online travel service providers.These intermediaries initially focused on leisure travel,but now also provide offerings for corporate travel and group mee

177、tings.Although 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 our hotels,intermediaries continue to use a variety of aggressive online marketing methods t

178、o 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.Our business and profitability could be harmed to the extent that online intermediaries

179、succeed in significantly shifting loyalties from our lodging brands to their travel services,diverting bookings away from our direct online channels,or through their fees,increasing the overall cost of Internet bookings for our hotels.At the same time,if we are not able to negotiate new agreements o

180、n satisfactory terms when our existing contracts with intermediaries(which generally have two-to three-year terms)come up for renewal,our business and prospects could be negatively impacted in a number of ways,including by reducing bookings or making our brands less attractive to hotel owners.Our gr

181、owth strategy depends upon attracting third-party owners and franchisees to our platform,and future arrangements with these third parties may be less favorable to us,depending on the terms offered by our competitors.Adding properties to our system entails entering into and maintaining various arrang

182、ements with property owners.Our ability to attract and retain owners and franchisees and the terms of our management and franchise agreements are influenced by the needs and preferences of owners and franchisees and the offerings otherwise available to owners and franchisees in the market,among othe

183、r things.We cannot assure you that any of our current arrangements will continue or that we will be able to renew agreements or enter into new agreements in the future on terms that are as favorable to us as those that exist today.The effects of,or our failure to comply with,applicable laws,regulati

184、ons and government policies may disrupt our business,lower our revenues,increase our costs,reduce our profits,limit our growth,or damage our reputation.We,the hotels that we franchise or manage,and the programs that we offer,are subject to or affected by a variety of laws,regulations and government

185、policies around the globe,including,among others,those related to employment practices;marketing and advertising efforts;trade and economic sanctions;anti-bribery,anti-corruption,and anti-money laundering;intellectual property;cybersecurity,data privacy,data localization,data transfers,and the handl

186、ing of personally identifiable information;competition;climate and the environment;health and safety;liquor sales;the offer and sale of franchises;and credit card products.These laws,regulations,and government policies may be complex and change frequently and could have a range of adverse effects on

187、 our business.The compliance programs,internal controls,and policies we maintain and enforce may need to be updated regularly to keep pace with changing laws,regulations and government policies and may not prevent our associates,contractors,or agents from materially violating applicable laws,regulat

188、ions,and government policies.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 hav

189、e significant adverse effects on our results of operations,reputation,or ability to grow our business.12Exchange rate fluctuations could result in significant foreign currency gains and losses and affect our business results.We earn revenues and incur expenses in foreign currencies in connection wit

190、h our operations outside of the U.S.Accordingly,fluctuations in currency exchange rates may significantly increase the amount of U.S.dollars required for foreign currency expenses or significantly decrease the U.S.dollars we receive from foreign currency revenues.We are also exposed to currency tran

191、slation risk because the results of our non-U.S.business are generally reported in local currency,which we then translate to U.S.dollars for inclusion in our Financial Statements.As a result,exchange rate changes between foreign currencies and the U.S.dollar affect the amounts we record for our fore

192、ign assets,liabilities,revenues and expenses,and could have a material negative effect on our financial results.To the extent that our international operations continue to grow,our exposure to foreign currency exchange rate fluctuations will grow.Even though we enter into foreign exchange hedging ar

193、rangements for some of the currencies in which we do business,exchange rate fluctuations could result in significant foreign currency gains and losses and affect our results.Our hedging arrangements may also create their own costs and risks,in the form of transaction costs,credit requirements,and co

194、unterparty risk.Our business depends on the quality and reputation of our Company and our brands,and any deterioration could adversely impact our market share,reputation,business,financial condition,or results of operations.Many factors can affect the reputation and value of our Company or one or mo

195、re of our properties or brands,including our ability to protect and use our brands and trademarks;our properties adherence to service and other brand standards;our approach to,or incidents involving,matters related to food quality and safety,guest and associate safety,health and cleanliness,sustaina

196、bility and climate impact,supply chain management,inclusion and belonging,human rights,and support for local communities;and our compliance with applicable laws.Reputational value is also based on perceptions,and broad access to social media makes it easy for anyone to provide public feedback that c

197、an influence perceptions of us,our brands,and our properties,and it may be difficult to control or effectively manage negative publicity,regardless of whether it is accurate.While reputations may take decades to build,negative incidents can quickly erode trust and confidence,particularly if they res

198、ult in adverse mainstream and social media publicity,governmental investigations,proceedings or penalties,or litigation.Negative incidents could lead to tangible adverse effects on our business,including lost sales,boycotts,reduced enrollment and/or participation in our Loyalty Program,loss of devel

199、opment opportunities,adverse government attention,adverse reaction from owners and franchisees,or associate retention and recruiting difficulties.Any material decline in the reputation or perceived quality of our brands or corporate image could affect our market share,reputation,business,financial c

200、ondition,or results of operations.Actions by our franchisees and licensees or others could 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 p

201、rograms and other offerings,and enter into marketing and other strategic collaborations with other companies.Under the terms of their agreements with us,these third parties interact directly with guests and others under or in connection with our brand and trade names.If these third parties fail to m

202、aintain or act in accordance with applicable brand standards;experience operational problems,including a data or privacy incident,or a circumstance involving guest or associate health or safety;or project a brand image inconsistent with ours,then our image and reputation could suffer.Although our ag

203、reements 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

204、 may not be sufficient to mitigate reputational harm to us.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 mate

205、rially disrupt our operations,increase our labor costs,and interfere with the ability of our management to focus on executing our business strategies.A significant number of associates at our managed,leased,and owned hotels are covered by collective bargaining agreements.If relationships with our or

206、ganized associates or the unions that represent them become adverse,then the properties we operate could experience labor disruptions such as strikes,lockouts,boycotts,and public demonstrations that cause a significant impact.Numerous collective bargaining agreements are typically subject to negotia

207、tion each year,and our ability in the past to resolve such negotiations does not mean that we will be able to resolve future negotiations without significant strikes or disruptions,or on terms that we consider reasonable.Labor disputes and disruptions sometimes result in adverse publicity or regulat

208、ory investigations and adversely affect operations and revenues at affected hotels.In addition,labor disputes and disruptions or increased demands from labor unions can sometimes harm our relationship with our associates,result in increased regulatory requirements or inquiries and enforcement by gov

209、ernmental authorities,harm our relationships with our guests and customers,divert management attention,and reduce customer demand for our services,all of which could have a significant adverse effect on our reputation,business,financial condition,or results of operations.In addition,labor regulation

210、 and the negotiation of new or existing collective bargaining agreements could lead to higher wage and benefit costs,changes in work rules that raise operating expenses and legal costs,and could impose limitations on our ability or the ability of our third-party property owners to take cost saving m

211、easures during economic downturns.We do not have the ability to control the negotiations of collective bargaining agreements covering unionized labor employed by the 13operators of our franchised properties.Increased unionization of our workforce,new labor legislation,or changes in regulations could

212、 disrupt our operations,reduce our profitability,or interfere with the ability of our management to focus on executing our business strategies.Our business could suffer if we cannot attract and retain associates or as the result of the loss of the services of our senior executives.We compete with ot

213、her companies both within and outside of our industry for personnel.We have in the past experienced,and could in the future experience,challenges hiring for certain positions due to various factors,such as increasing wage expectations or competition for labor from other industries,and these circumst

214、ances could continue or worsen in the future to an extent and for durations that we are not able to predict.If we cannot recruit,train,develop,and retain sufficient numbers of associates,we could experience significant negative impacts on our operations,associate morale and turnover,guest satisfacti

215、on,or our internal control environment.Insufficient numbers of associates could also limit our ability to grow and expand our business.Labor shortages have in the past resulted,and could in the future result,in higher wages and initial hiring costs,increasing our labor costs and labor costs at our h

216、otels,which could reduce our revenues and profits.In addition,the efforts and abilities of our senior executives are important elements of maintaining our competitive position and driving future growth,and the loss of the services of one or more of our senior executives could result in challenges ex

217、ecuting our business strategies or other adverse effects on our business.Extreme weather,natural disasters,climate change,and sustainability-related concerns have impacted our business in the past and could in the future have a material adverse effect on our business and results of operations.We are

218、 subject to the risks associated with extreme weather,natural disasters,and climate change,including the impacts of the physical effects of climate change,changes in laws and regulations related to climate change and sustainability,and changing consumer preferences.We have seen a decline in travel a

219、nd reduced demand for lodging as a result of natural disasters and extreme weather in some locations where we manage,franchise,own or lease properties or in areas of the world from which we draw guests,and the prevalence and impact of these events may increase or worsen in the future.Natural disaste

220、rs,extreme weather,and other physical impacts of climate change(including rising sea levels,extreme hot or cold weather,flooding,water shortages,fires,and droughts)have in the past and could in the future result in increases in related insurance,energy or other operating costs,and physical damage to

221、 our hotels that might not be covered by insurance and might prevent or limit the operations of the property.Significant costs could be involved in improving the efficiency and climate resiliency of our hotels and otherwise preparing for,responding to,and mitigating the physical effects of climate c

222、hange or sustainability-related concerns.Compliance with climate-related legislation and regulation,and our efforts to achieve science-based emissions reduction targets or other sustainability initiatives,could also be complex and costly.Growing public recognition of the dangers of climate change an

223、d other sustainability-related concerns may affect customers travel choices,including their frequency of travel.As a result of the foregoing,we may experience reduced demand,significant increased operating and compliance costs,operating disruptions or limitations,constraints on our room growth,and p

224、hysical damage to our hotels,all of which could adversely affect our profits and growth,as we have seen in the past to some extent.Insurance may not cover damage to,or losses involving,properties that we own,manage,or franchise,or other aspects of our business,and the cost of such insurance could in

225、crease.We require comprehensive property and liability insurance policies for our managed,leased,and owned properties with coverage features and insured limits that we believe are customary.We also require our franchisees to maintain similar levels of insurance.Market forces beyond our control may n

226、onetheless limit the scope of the insurance coverage we,our hotel owners,or our franchisees can obtain,or our or their ability to obtain coverage at reasonable rates.Certain types of losses,generally of a catastrophic nature,such as earthquakes,hurricanes and floods,terrorist acts,pandemics,or liabi

227、lities 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.As a result,we,our hotel owners,and our franchisees may not be successful in obtaining insurance

228、 without increases in cost or decreases in coverage levels,or may not be successful in obtaining insurance at all.For example,over the past several years following the severe and widespread damage caused by natural disasters,coupled with continued large global losses,the property,liability,and other

229、 insurance markets have seen significant cost increases.Further,in the event of a substantial loss,the insurance coverage we,our hotel owners,or our franchisees carry may not be sufficient to pay the full market value or replacement cost of any lost investment or in some cases could result in certai

230、n losses being totally uninsured.As a result,our revenues and profits could be adversely affected,and for properties we own or lease,we could lose some or all of the capital that we have invested in the property and we could remain obligated for guarantees,debt,or other financial obligations.If our

231、brands,goodwill,or other intangible assets become impaired,we may be required to record significant non-cash charges to earnings.As of December 31,2023,we had$18.1 billion of goodwill and other intangible assets.We review goodwill and indefinite-lived intangible assets for impairment annually or whe

232、never events or circumstances indicate impairment may have occurred.Estimated fair values of our brands or reporting units could change if,for example,there are changes in the business climate,unanticipated changes in the competitive environment,adverse legal or regulatory actions or developments,ch

233、anges in guests perception and the reputation of our brands,or changes in interest rates,operating cash flows,or market capitalization.Because of the significance of our goodwill and other intangible assets,any future impairment of these 14assets could require material non-cash charges to our result

234、s of operations,which could have a material adverse effect on our reported financial condition and results of operations.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 L

235、oyalty Program is an important aspect of our business.Our Loyalty Program faces significant competition from the loyalty programs offered by other hospitality companies,as well as from loyalty programs offered by online travel platforms,bank travel programs,and others.There is significant competitio

236、n among loyalty programs in terms of the value and utility of program currency,rewards ranges and values,and other terms and conditions.If we are not able to maintain a competitive and attractive loyalty program,whether because of changes we make to the program or changes that result from external f

237、actors(including changes in law or regulation),our ability to acquire,engage and retain members in our Loyalty Program and our ability to operate other programs(including our co-branded credit card program)may be adversely impacted,which could adversely affect our operating results and financial con

238、dition.Development and Financing RisksOur hotel owners and franchisees depend on capital to buy,develop,and improve hotels,and they may be unable to access capital when necessary.Current and potential hotel owners and franchisees must periodically spend money to fund new hotel investments,as well as

239、 to refurbish and improve existing hotels.The availability of funds for new investments,and improvement of existing hotels by our current and potential hotel owners and franchisees depends in large measure on their ability to access the capital markets,over which we have little control.Obtaining fin

240、ancing on attractive terms has been,and may in the future be further,constrained by the capital markets for hotel and real estate investments.Our ability to grow our management and franchise systems is subject to the range of risks associated with real estate investments.Our ability to sustain conti

241、nued growth through management or franchise agreements for new hotels and the conversion of existing facilities to managed or franchised Marriott brands is affected,and may potentially be limited,by a variety of factors influencing real estate development generally.These include site availability,fi

242、nancing 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 management and franchise agreeme

243、nts,costs of construction,demand for and availability of construction resources,and other disruptive conditions in global,regional,or local markets.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 j

244、oint ventures that own properties,which are each subject to the risks that generally relate to investments in real property.We may seek to sell some of these properties over time;however,equity real estate investments can be difficult to sell and we may not be able to complete assets sales at prices

245、 we find acceptable or at all.Moreover,the investment returns available from equity investments in real estate depend in large part on the amount of income earned and capital appreciation generated,if any,by the particular properties,and the expenses incurred.A variety of other factors also affect i

246、ncome 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,interest rate levels,and the availability of financing.Our real

247、estate investments have been,and could in the future be,impacted by any of these factors,resulting in a material adverse impact on our results of operations or financial condition.If our properties do not generate revenue sufficient to meet operating expenses and make needed capital expenditures,our

248、 income could be adversely affected,and we could be required to record additional significant non-cash impairment charges to our results of operations.Risks associated with development and sale of residential properties associated with our lodging properties or brands may reduce our profits.We parti

249、cipate,through licensing agreements,in the development and sale of residential properties associated with many of our luxury and premium brands.Such projects pose further risks beyond those generally associated with our lodging business,which may reduce our profits or compromise our brand equity,inc

250、luding risks that:(1)changes in residential real estate demand generally may reduce our profits and could make it more difficult to convince future project developers of the value added by our brands;and(2)increases in interest rates,reductions in mortgage availability or the tax benefits of mortgag

251、e financing or residential ownership generally,or increases in the costs of residential ownership could prevent potential customers from buying residential products or reduce the prices they are willing to pay.More hotel projects in our development pipeline may be cancelled or delayed in opening,whi

252、ch could adversely affect our growth prospects.We report a significant number of hotels in our development pipeline,including hotels under construction,hotels subject to signed contracts,and hotels approved for development but not yet under contract.The eventual opening of such pipeline hotels and,i

253、n 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

254、could continue or worsen in the future.15Accordingly,we cannot assure you that all of our development pipeline will result in new hotels entering our system,or that those hotels will open when we anticipate.Losses on loans or loan guarantees that we have made to third parties impact our profits.At t

255、imes,we make loans for hotel development,acquisition,or renovation expenditures when we enter into or amend management or franchise agreements.From time to time we also provide third-party lenders with financial guarantees for the timely repayment of all or a portion of debt related to hotels that w

256、e manage or franchise,generally subject to an obligation that the owner reimburse us for any fundings.We have suffered losses,and could suffer losses in the future,when hotel owners or franchisees default on loans that we provide or fail to reimburse us for loan guarantees that we have funded.If own

257、ers of hotels that we manage or franchise cannot repay or refinance mortgage loans secured by their properties,our revenues and profits could decrease and our business could be harmed.The owners of many of our managed or franchised properties have pledged their hotels as collateral for mortgage loan

258、s that they entered into when those properties were purchased or refinanced.If those owners cannot meet required debt service payments or repay or refinance maturing indebtedness on favorable terms or at all,the lenders could declare a default,accelerate the related debt,and foreclose on the propert

259、y,or the owners could declare bankruptcy,as we have seen in the past and could see in the future.In some cases,such foreclosures or bankruptcies have in the past resulted,and could in the future result,in the termination of our management or franchise agreements,eliminating our anticipated income an

260、d cash flows,which could have a significant negative effect on our results of operations.Technology,Information Protection,and Privacy RisksAny disruption in the functioning of our reservation,Loyalty Program,or other core operational systems could adversely affect our performance and results.In the

261、 operation of our business,we manage or use 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 ou

262、r guests and for our associates.The cost,speed,accuracy,and efficiency of these technologies and systems are critical aspects of our business and are important considerations for hotel owners when choosing our brands.Our business may suffer if we or our third-party service providers fail to maintain

263、,upgrade,or prevent disruption to these systems.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.A failure to keep pace with developments in technology could impair our operations or compe

264、titive position.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

265、 we make available to our guests and for our associates.We have underway a multi-year initiative to upgrade certain of our core technologies and systems,as these and other technologies and systems described in this risk factor must be refined,updated,and/or replaced with more advanced systems on a r

266、egular basis.Our business could suffer if we cannot refine,update,and/or replace technologies and systems as quickly or effectively as our competitors,sufficiently in advance of obsolescence or performance failure or degradation,or within budgeted costs and time frames.We also may not achieve the be

267、nefits that we anticipate from any new or upgraded technology or system,and a failure to do so could result in higher than anticipated costs or lower guest satisfaction or could impair our operating results.Our business could also suffer if the use of technologies that provide alternatives to in-per

268、son meetings and events results in a decrease in demand for our lodging properties.We are exposed to risks and costs associated with protecting the integrity and security of Company,associate,and guest data.In the operation of our business,we collect,store,use,and transmit large volumes of personal

269、data regarding associates,guests,customers,owners,licensees,franchisees,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

270、 owners,franchisees,licensees,service providers,and other third parties.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 owners,franchisees,licensees,service providers,and other third parties

271、will adequately protect and appropriately use their personal data.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 juris

272、dictions in which we operate.Our systems and the systems maintained or used by our owners,franchisees,licensees,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

273、 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.We have incurred and may in the future incur significant additional costs to meet these requirements,obligations,and

274、 expectations,and in the event of alleged or actual noncompliance,we may experience increased operating costs,increased exposure to payment obligations and litigation,and increased risk of damage to our reputation and brand.16The Data Security Incident,and other information security incidents,could

275、have numerous adverse effects on our business.As a result of the data security incident involving unauthorized access to the 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.We may be

276、 named as a party in additional lawsuits and other claims may be asserted by or on behalf of guests,customers,hotel owners,stockholders,or others seeking monetary damages or other relief related to the Data Security Incident.A number of federal,state,and foreign governmental authorities made inquiri

277、es,opened investigations,or requested information and/or documents related to the Data Security Incident,including under various data protection and privacy regulations.Responding to and resolving these lawsuits,claims,and/or investigations has resulted in payments and other expenses,such as the 18.

278、4 million payment imposed by the Information Commissioners Office in the United Kingdom(the“ICO”)in connection with the ICOs final decision issued in October 2020,and could result in material additional payments or remedial or other expenses.Other governmental authorities investigating or seeking in

279、formation about the Data Security Incident have imposed and may further impose undertakings,injunctive relief,consent decrees,or other civil or criminal penalties,which could,among other things,materially increase our costs or otherwise require us to alter how we operate our business.Significant man

280、agement time and Company resources have been,and will continue to be,devoted to matters related to the Data Security Incident.Future publicity or developments related to the Data Security Incident,including as a result of subsequent reports or regulatory actions or developments,could have a range of

281、 other adverse effects on our business or prospects,including causing or contributing to loss of consumer confidence,reduced consumer demand,reduced enrollment and/or participation in our Loyalty Program,and associate retention and recruiting difficulties.Insurance coverage designed to limit our exp

282、osure to losses such as those related to the Data Security Incident may be costly and may not be sufficient or available to cover all of our expenses or other losses(including the final payment imposed by the ICO and any other payments,fines or penalties)related to the Data Security Incident,and cer

283、tain expenses by their nature(such as,for example,expenses related to enhancing our cybersecurity program)are not covered by our insurance program.Additional cybersecurity incidents could have adverse effects on our business.We have implemented enhanced security measures to safeguard our systems and

284、 data,and we intend to continue implementing additional measures in the future,but,as we have seen in the past,our measures may not be sufficient to maintain the confidentiality,security,or availability of the data we collect,store,and use to operate our business.Security measures implemented by our

285、 service providers or our owners,franchisees,licensees,other third parties or their service providers also may not be sufficient,as we have seen in the past.Efforts to hack or circumvent security measures,efforts to gain unauthorized access to,exploit or disrupt the operation or integrity of our dat

286、a or systems,failures of 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 inf

287、ormation systems and records or those of our owners,franchisees,licensees,service providers,or other third parties.Security measures,no matter how well designed or implemented,may only mitigate and not fully eliminate risks,and security events,when detected by security tools or third parties,may not

288、 always be immediately understood or acted upon.Our reliance on computer,Internet-based,and mobile systems and communications,and the frequency and sophistication of efforts by third parties to gain unauthorized access or prevent authorized access to such systems,have greatly increased in recent yea

289、rs.Our increased reliance on cloud-based services and on remote access to information systems increases the Companys exposure to potential cybersecurity incidents.We have experienced cyberattacks,attempts to disrupt access to our systems and data,and attempts to affect the operation or integrity of

290、our data or systems,and the frequency and sophistication of such efforts could continue to increase.Any additional significant theft of,unauthorized access to,compromise or loss of,loss of access to,or fraudulent use of guest,associate,owner,franchisee,licensee,or Company data could adversely impact

291、 our reputation and could result in legal,regulatory and other consequences,including remedial and other expenses,fines,or litigation.Depending on the nature and scope of the event,future compromises in the security of our information systems or those of our owners,franchisees,licensees,service prov

292、iders,or other third parties,or other future disruptions or compromises of data or systems,could lead to future interruptions in,or other adverse effects on,the operation of our systems or those of our owners,franchisees,licensees,service providers,or other third parties.This could result in operati

293、onal interruptions and/or outages and a loss of profits,as well as negative publicity and other adverse effects on our business,including lost sales,loss of consumer confidence,boycotts,reduced enrollment and/or participation in our Loyalty Program,litigation,diminished associate satisfaction,and/or

294、 retention and recruiting difficulties,all of which could materially affect our market share,reputation,business,financial condition,or results of operations.Because we have experienced cybersecurity incidents in the past,additional incidents or the failure to detect and appropriately respond to add

295、itional incidents could magnify the severity of the adverse effects on our business.The techniques used to obtain unauthorized access,disable or degrade service,or sabotage information systems change frequently,can be difficult to detect for long periods of time,and can involve difficult or prolonge

296、d assessment or remediation periods even once detected,which could also magnify the severity of these adverse effects.We cannot assure you that all potential causes of past significant incidents have been identified and remediated;additional measures may be needed to prevent significant incidents in

297、 the future.The steps we take may not be sufficient to prevent future significant incidents and as a result,such incidents may occur again.Although we carry cyber insurance that is designed to protect us against certain losses related to cyber risks,that 17insurance coverage may not be sufficient or

298、 available to cover all expenses or other losses(including payments to regulatory authorities)or all types of claims that may arise in connection with cyberattacks,security compromises,and other related incidents.Furthermore,in the future such insurance may not be available on commercially reasonabl

299、e terms,or at all.Changes in privacy and data security laws could increase our operating costs and increase our exposure to payment obligations and litigation.We are subject to numerous,complex,and frequently changing laws,regulations,and contractual obligations designed to protect personal informat

300、ion.Various U.S.federal and state laws,data privacy and data security 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 i

301、n the future.Compliance with changes in applicable data security and privacy laws and regulations and contractual obligations,including the need to respond to investigations into our compliance,has increased and may in the future increase our costs,and may restrict our business operations,increase o

302、ur exposure to payment obligations and litigation in the event of alleged noncompliance,and adversely affect our reputation.Changes in laws could adversely affect our ability to market our products effectively.We rely on a variety of direct marketing techniques,including email marketing,online adver

303、tising(including through social media),and postal mailings.Any further legal restrictions under various U.S.federal,state,or international laws,or new international,federal,or state laws on marketing and solicitation or international privacy,e-privacy,and anti-spam laws that govern these activities

304、could adversely affect the continuing effectiveness of email,online advertising(including through social media),and postal mailing techniques and could require changes in our marketing strategy.If this occurs,we may not be able to develop adequate alternative marketing strategies,which could impact

305、the amount and timing of our sales of certain products.We also obtain access to potential guests and customers from travel service providers or other companies with whom we have substantial relationships,and we market to some individuals on these lists directly or by including our marketing message

306、in the other companies marketing materials.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.Governance RiskDelaware law and our governing corporate documents contain,and our Boa

307、rd of Directors could implement,anti-takeover provisions that could deter takeover attempts.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

308、the date the stockholder first held 15 percent or more of the voting stock.Our governing corporate documents also,among other things,require supermajority votes for mergers and similar transactions.In addition,our Board of Directors could,without stockholder approval,implement other anti-takeover de

309、fenses,such as a stockholder rights plan.Item 1B.Unresolved Staff Comments.None.Item 1C.Cybersecurity.Risk Management and StrategyWe manage risks from cybersecurity threats through our overall enterprise risk management process,which is overseen by our Board.Management has created a global informati

310、on security program,which encompasses a dedicated global information security team and policies,procedures,and processes for assessing,identifying,and managing risks from cybersecurity threats.Marriotts policies,procedures,and processes follow recognized frameworks established by the National Instit

311、ute 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.

312、We assess,identify,and manage risks from cybersecurity threats through various mechanisms,which from time to time may include tabletop exercises,business unit assessments,control gap analyses,threat modeling,impact analyses,internal audits,external audits,vulnerability scans,penetration tests,and en

313、gagement of third parties to conduct analyses of our information security program.We obtain cybersecurity threat intelligence from recognized forums,third parties,and other sources as part of our risk assessment process.We also maintain a risk-based approach for assessing,identifying,and managing ri

314、sks from cybersecurity threats associated with third party service providers,owners,franchisees,and other companies with whom we do business.With respect to incident response,we maintain a Global Information Security&Privacy Incident Response Plan(“IRP”),which applies globally to information securit

315、y incidents involving properties owned,leased,or managed by Marriott,as well as 18our above-property business locations.Franchisees are responsible for information security at franchised properties and the systems and business processes related to information security that are under their direction

316、and control.Franchisees are required to comply with brand standards relating to information security,which include an obligation to report information security incidents to us.Our IRP sets out a coordinated,multi-functional approach for investigating,containing,and mitigating incidents,including rep

317、orting 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

318、-incident remediation.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

319、term.See the discussion about the Starwood Data Security Incident under the“Litigation,Claims,and Government Investigations”caption in Note 7 of our financial statements,the discussion of the same in Part II,Item 7,“Managements Discussion and Analysis of Financial Condition and Results of Operations

320、,”and the discussion of cybersecurity risk in Part I,Item 1A,“Risk Factors.”GovernanceOur 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

321、risks from cybersecurity threats;managements efforts to monitor and mitigate those risks;and significant cybersecurity incidents.The TISOC meets at least four times a year and typically receives quarterly reports from our Chief Information Security Officer(“CISO”)and other members of management.Risk

322、s from cybersecurity threats are also discussed with the full Board as part of regular legal updates and management presentations,the Boards oversight of enterprise risk management,and periodic education sessions.The Boards Audit Committee also receives reports regarding information security and tec

323、hnology-related audits conducted by our internal audit department.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 and to the TISOC,we have established a number of man

324、agement committees,several of which include senior leaders and direct reports of the Companys 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 securi

325、ty and data privacy risk management strategy;and identify,consider,and escalate information security and data privacy issues that may arise in our business.Our global information security team led by our CISO works in coordination with these management committees and other cross-functional teams and

326、 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 pro

327、gram is operated on a 24/7 basis to address risks from cybersecurity threats and to respond to cybersecurity incidents globally.Our CISO and other members of senior management responsible for our information security program have extensive experience assessing and managing risks from cybersecurity t

328、hreats,including decades of experience in information technology and information security positions;serving in information technology leadership positions at other large public companies;and having other significant experience in the areas of risk management,information technology,and information se

329、curity.Our CISO has more than 26 years of experience in information technology and/or information security,including more than 12 years in such positions in the hospitality industry.Item 2.Properties.Under our asset-light business model,we typically manage or franchise hotels and other lodging offer

330、ings,rather than own them.As of December 31,2023,we owned or leased 13 hotels(4,339 rooms)in U.S.&Canada and 37 hotels(8,776 rooms)in International.Additionally,most of our regional offices,customer engagement centers,and sales offices,as well as our corporate headquarters,are in leased facilities.S

331、ee Part I,Item 1,“Business,”earlier in this report,and the“Properties and Rooms”caption in Part II,Item 7,“Managements Discussion and Analysis of Financial Condition and Results of Operations”for more information about our company-operated properties.19Item 3.Legal Proceedings.See the information un

332、der 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.From time to time,we are also subject to oth

333、er legal proceedings and claims in the ordinary course of business,including adjustments proposed during governmental examinations of the various tax returns we file.While management presently believes that the ultimate outcome of these other proceedings,individually and in aggregate,will not materially harm our financial position,cash flows,or overall trends in results of operations,legal proceed