- Q1 – include amounts
- Q2a – more than one line item on the balance sheet (current and LT)
- Q2c – what portion of the total liability will be paid in the current year (focus on current and total amounts)
- Q4 – Dr Synn will cover long-term debt, effective and stated interest rates in the week 7 asynchronous material. ** Focus on the LT debt in 2020 only (issuance only a few not several times). **
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 1-13881 MARRIOTT INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 52-2055918 (State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.) 10400 Fernwood Road Bethesda Maryland 20817 (Address of Principal Executive Offices) (Zip Code) Registrant’s Telephone Number, Including Area Code (301) 380-3000 Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered Class A Common Stock, $0.01 par value MAR Nasdaq Global Select Market Securities registered pursuant to Section 12(g) of the Act: NONE Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No o Indicate 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 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 o Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No o Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☒ Accelerated filer o Non-accelerated filer o Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 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. ☒ Indicate 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, 2020, was $23,156,431,539. There were 324,414,150 shares of Class A Common Stock, par value $0.01 per share, outstanding at February 10, 2021. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Proxy Statement prepared for the 2021 Annual Meeting of Stockholders are incorporated by reference into Part III of this report. Table of Contents MARRIOTT INTERNATIONAL, INC. FORM 10-K TABLE OF CONTENTS FISCAL YEAR ENDED DECEMBER 31, 2020 Page No. Part I. Item 1. Business 3 Item 1A. Risk Factors 11 Item 1B. Unresolved Staff Comments 22 Item 2. Properties 22 Item 3. Legal Proceedings 23 Item 4. Mine Safety Disclosures 24 Part II. Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities 24 Item 6. Selected Financial Data 25 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 25 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 37 Item 8. Financial Statements and Supplementary Data 39 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 77 Item 9A. Controls and Procedures 77 Item 9B. Other Information 77 Part III. Item 10. Directors, Executive Officers, and Corporate Governance 77 Item 11. Executive Compensation 77 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 77 Item 13. Certain Relationships and Related Transactions, and Director Independence 77 Item 14. Principal Accountant Fees and Services 77 Part IV. Item 15. Exhibits and Financial Statement Schedules 82 Item 16. Form 10-K Summary 87 Signatures 88 2 Table of Contents Luxury offers bespoke and superb amenities and services. Our Classic Luxury hotel brands include JW Marriott, The Ritz-Carlton, and St. Regis. Our Distinctive Luxury hotel brands include W Hotels, The Luxury Collection, EDITION, and Bulgari. Premium offers sophisticated and thoughtful amenities and services. Our Classic Premium hotel brands include Marriott Hotels, Sheraton, Delta Hotels, Marriott Executive Apartments, and Marriott Vacation Club. Our Distinctive Premium hotel brands include Westin, Renaissance, Le Méridien, Autograph Collection, Gaylord Hotels, Tribute Portfolio, and Design Hotels. 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, Residence Inn, Fairfield by Marriott, SpringHill Suites, Four Points, TownePlace Suites, and Protea Hotels. Our Distinctive Select hotel brands include Aloft, AC Hotels by Marriott, Element, and Moxy. 6 Table of Contents The following table shows the geographic distribution of our brands at year-end 2020: U.S. & Canada Europe Middle East & Africa Asia Pacific Caribbean & Latin America Total Luxury JW Marriott Properties 34 7 6 42 13 102 Rooms 18,658 2,205 3,325 15,574 3,597 43,359 The Ritz-Carlton Properties 39 13 13 36 8 109 Rooms 11,833 3,080 3,523 8,754 2,081 29,271 W Hotels Properties 24 7 5 16 7 59 Rooms 7,182 1,423 1,850 4,245 1,752 16,452 The Luxury Collection Properties 17 48 10 30 14 119 Rooms 5,090 7,092 2,369 7,715 1,188 23,454 St. Regis Properties 10 7 6 20 3 46 Rooms 1,968 1,002 1,788 4,811 448 10,017 EDITION Properties 4 3 1 3 — 11 Rooms 1,209 381 255 852 — 2,697 Bulgari Properties — 2 1 3 — 6 Rooms — 143 120 260 — 523 Premium Marriott Hotels Properties 340 100 26 90 29 585 Rooms 133,972 25,946 8,110 30,008 7,789 205,825 Sheraton Properties 183 62 30 136 31 442 Rooms 70,245 16,900 9,299 49,399 8,613 154,456 Westin Properties 130 17 7 58 13 225 Rooms 52,705 5,686 1,839 17,751 3,819 81,800 Renaissance Hotels Properties 87 33 4 43 9 176 Rooms 28,880 7,846 1,035 14,972 2,745 55,478 Le Méridien Properties 22 16 22 47 2 109 Rooms 4,748 4,997 6,588 12,683 271 29,287 Autograph Collection Hotels Properties 123 54 7 12 13 209 Rooms 25,449 6,468 1,640 3,245 3,751 40,553 Delta Hotels by Marriott (Delta Hotels ) Properties 77 5 1 2 — 85 Rooms 18,226 728 360 978 — 20,292 Gaylord Hotels Properties 6 — — — — 6 Rooms 9,918 — — — — 9,918 Marriott Executive Apartments Properties — 4 10 18 2 34 Rooms — 361 1,116 3,161 240 4,878 Tribute Portfolio Properties 26 11 — 8 3 48 Rooms 4,571 1,139 — 1,106 155 6,971 Design Hotels Properties 5 7 — — — 12 Rooms 853 799 — — — 1,652 Select Courtyard by Marriott (Courtyard ) Properties 1,058 72 8 79 41 1,258 Rooms 146,913 13,551 1,684 18,454 6,717 187,319 Residence Inn by Marriott (Residence Inn ) Properties 854 13 3 — 4 874 Rooms 105,273 1,569 294 — 544 107,680 Fairfield by Marriott Properties 1,061 — — 58 13 1,132 Rooms 99,901 — — 9,300 1,863 111,064 SpringHill Suites by Marriott (SpringHill Suites ) Properties 488 — — — — 488 Rooms 57,590 — — — — 57,590 Four Points by Sheraton (Four Points ) Properties 158 19 16 83 19 295 Rooms 23,836 2,913 4,058 21,636 2,500 54,943 TownePlace Suites by Marriott (TownePlace Suites ) Properties 446 — — — — 446 Rooms 45,320 — — — — 45,320 ® ® ® ® (1) ® ® ® ® ® ® ® ® ® (2) ® ® ® ® ® TM ® ® ® ® ® ® ® ® ® ® ® 7 Table of Contents U.S. & Canada Europe Middle East & Africa Asia Pacific Caribbean & Latin America Total Aloft Hotels Properties 134 10 8 30 10 192 Rooms 19,619 1,614 2,006 6,732 1,679 31,650 AC Hotels by Marriott Properties 73 84 1 4 14 176 Rooms 12,337 10,854 188 1,296 2,254 26,929 Protea Hotels by Marriott (Protea Hotels ) Properties — — 74 — — 74 Rooms — — 7,851 — — 7,851 Element Hotels Properties 55 2 2 6 — 65