MARRIOTT INTERNATIONAL INC /MD/ 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds (a) Unregistered Sale of Securities None. (b) Use of Proceeds None. (c) Issuer Purchases of Equity Securities (in millions, except per share amounts) Period Total Number of Shares Purchased Average Price per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs (1) July 1, 2022 - July 31, 2022 1.0 $ 144.77 1.0 14.5 August 1, 2022 - August 31, 2022 2.5 $ 158.22 2.5 12.0 September 1, 2022 - September 30, 2022 2.7 $ 153.48 2.7 9.3 (1) On February 28, 2019, we announced that our Board of Directors increased our common stock repurchase authorization by 25 million shares. As of September 30, 2022, 9.3 million shares remained available for repurchase under Board approved authorizations. We repurchase shares in the open market and in privately negotiated transactions and account for these shares as treasury stock. 26 Table of Contents Item 6. Exhibits We have not filed as exhibits certain instruments defining the rights of holders of the long-term debt of Marriott pursuant to Item 601(b)(4)(iii) of Regulation S-K promulgated under the Exchange Act, because the amount of debt authorized and outstanding under each such instrument does not exceed 10 percent of the total assets of the Company and its consolidated subsidiaries. The Company agrees to furnish a copy of any such instrument to the Commission upon request. Exhibit No. Description Incorporation by Reference (where a report is indicated below, that document has been previously filed with the SEC and the applicable exhibit is incorporated by reference thereto) 3.1 Restated Certificate of Incorporation. Exhibit No. 3.(i) to our Form 8-K filed August 22, 2006 (File No. 001-13881). 3.2 Amended and Restated Bylaws. Exhibit No. 3.(ii) to our Form 8-K filed February 14, 2022 (File No. 001-13881). 31.1 Certification of Chief Executive Officer Pursuant to Rule 13a-14(a). Filed with this report. 31.2 Certification of Chief Financial Officer Pursuant to Rule 13a-14(a). Filed with this report. 32 Section 1350 Certifications. Furnished with this report. 101 The following financial statements from Marriott International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, formatted in Inline XBRL: (i) the Condensed Consolidated Statements of Income; (ii) the Condensed Consolidated Statements of Comprehensive Income; (iii) the Condensed Consolidated Balance Sheets; and (iv) the Condensed Consolidated Statements of Cash Flows. Submitted electronically with this report. 101.INS XBRL Instance Document - the instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document. Submitted electronically with this report. 101.SCH XBRL Taxonomy Extension Schema Document. Submitted electronically with this report. 101.CAL XBRL Taxonomy Calculation Linkbase Document. Submitted electronically with this report. 101.DEF XBRL Taxonomy Extension Definition Linkbase Document. Submitted electronically with this report. 101.LAB XBRL Taxonomy Label Linkbase Document. Submitted electronically with this report. 101.PRE XBRL Taxonomy Presentation Linkbase Document. Submitted electronically with this report. 104 The cover page from Marriott International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, formatted in Inline XBRL (included as Exhibit 101). Submitted electronically with this report. 27 Table of Contents SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. MARRIOTT INTERNATIONAL, INC. November 3, 2022 /s/ Felitia Lee Felitia Lee Controller and Chief Accounting Officer (Duly Authorized Officer) 28