What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-02-13 compared with 2023-02-14 · 133 added, 102 removed, 243 unchanged (49% of the section changed)

7 unchanged sentences

We have set forth management’s report on internal control over financial reporting and the attestation report of our independent registered public accounting firm on our internal control over financial reporting in Part II, Item 8 of this Form 10-K, and we incorporate those reports here by reference.

We made no changes in internal control over financial reporting during the fourth quarter of 2022 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We made no changes in internal control over financial reporting during the 2023 fourth quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information.

During the 2023 fourth quarter, no director or Section 16 officer adopted or terminated any Rule 10b5-1 plans or non-Rule 10b5-1 trading arrangements.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

18 unchanged sentences

(Tony) Capuano

Chief Executive Officer 57 Tony Capuano was appointed Chief Executive Officer (“CEO”) effective February 21, 2021.

Effective February 24, 2023, Mr.

Capuano will become President and Chief Executive Officer.

President and Chief Executive Officer

58 Tony Capuano was appointed Chief Executive Officer (“CEO”) in February 2021 and was additionally designated President in February 2023.

Prior to his appointment as CEO, Mr.

7 unchanged sentences

and Canada and the Caribbean and Latin America, and he became Executive Vice President and Global Chief Development Officer in 2009.

Capuano began his professional career in Laventhol and Horwath’s Boston-based Leisure Time Advisory Group.

He then joined Kenneth Leventhal and Company’s hospitality consulting group in Los Angeles, CA.

Capuano earned his bachelor’s degree in Hotel Administration from Cornell University.

He is an active member of the Cornell Hotel Society and a member of The Cornell School of Hotel Administration Dean’s Advisory Board, as well as the Business Roundtable, and the American Hotel and Lodging Association’s IREFAC Council.

He is a member of the Cornell Hotel Society, The Cornell School of Hotel Administration Dean’s Advisory Board, the Business Roundtable, and the American Hotel and Lodging Association’s IREFAC Council.

Additionally, Mr.

Capuano serves on the Board of Directors of McDonald’s Corporation and Save Venice, a nonprofit organization dedicated to preserving the artistic heritage of Venice, Italy.

Satyajit (Satya) Anand

President, Europe, Middle East & Africa

59 Satya Anand was appointed President, Europe, Middle East & Africa (EMEA) in October 2020, and is responsible for developing and managing Marriott's portfolio in the region.

Anand began his career with Marriott International in 1988 and prior to assuming his role as President, EMEA, he served as Chief Operations Officer, Luxury & Southern Europe and Global Design EMEA from July 2016.

Prior to this, Mr.

Anand was Marriott’s Chief Financial Officer for Europe for four years and held Area Vice President roles for Western and Central Europe respectively as well as various Cluster General Manager, operations and finance positions both on and above property.

Anand holds a bachelor’s degree in Accounting from Bangalore’s MES College of Commerce and completed his Diploma in Hotel and Tourism Management from the Institute of Tourism & Hotel Management in Semmering, Austria.

Executive Vice President

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Breland had executive oversight for talent management, including leadership development, organizational capability, and change management.

Breland also oversaw The Ritz-Carlton Leadership Center, including its business strategy and sales efforts, and served as the senior Human Resources leader for the company’s Global Development, Design & Operations Services disciplines.

Breland also oversaw The Ritz-Carlton Leadership Center and served as the senior Human Resources leader for the Company’s Global Development, Design & Operations Services disciplines.

Breland joined Marriott in 2004 as a member of the Company’s Talent Management and Analytics group and held a variety of other senior human resources leadership positions, including Global HR Integration Officer, responsible for the Human Resources integration for Marriott’s merger with Starwood Hotels & Resorts.

From 2011-2015, Mr.

From 2011 to 2015, Mr.

Breland served as Regional Vice President of Human Resources for the Eastern Region of the U.S.

Before joining Marriott, Mr.

Breland worked for the Human Resources Research Organization as a research consultant.

He earned his Bachelor of Science in Psychology and Ph.D.

Breland earned his Bachelor of Science in Psychology and Ph.D.

in Industrial/Organizational Psychology from Virginia Tech, where he is a board member for the Virginia Tech Hospitality Business School.

Group President, United States and Canada 62 Liam Brown was appointed Group President, United States and Canad a effective January 1, 2021.

Name and Title Age Business Experience

Group President, United States and Canada 63 Liam Brown was appointed Group President, United States and Canada effective January 2021, and is responsible for developing and managing Marriott's portfolio in the region.

Prior to this role, Mr.

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Brown joined Marriott in 1989 and served as President for Franchising, Owner Services and Managed by Marriott Select Brands, North America from 2012 to 2018.

Other key positions held by Mr.

Other key positions previously held by Mr.

Brown include Chief Operations Officer for the Americas for Select Service & Extended Stay Lodging and Owner & Franchise Services, as well as Senior Vice President and Executive Vice President of Development for Marriott’s Select Service & Extended Stay lodging products.

Brown also serves on the Board of Directors of the American Hotel and Lodging Association.

Brown also serves on the Executive Committee of the American Hotel and Lodging Association.

He holds a Hotel Diploma and Business Degree from the Dublin Institute of Technology, Trinity College and earned his Master of Business Administration from the Robert H.

Smith School of Management at the University of Maryland.

Name and Title Age Business Experience

Controller and

Chief Accounting Officer 61 Felitia Lee was appointed Marriott’s Controller and Chief Accounting Officer and principal accounting officer effective August 28, 2020, with responsibility for the accounting operations of the Company including oversight of financial reporting & analysis, accounting policy, general accounting, finance and accounting governance, global finance shared services, and financial contract compliance.

Chief Accounting Officer 62 Felitia Lee was appointed Marriott’s Controller and Chief Accounting Officer and principal accounting officer effective August 2020, with responsibility for the global accounting operations of the Company including oversight of financial reporting and analysis, accounting policy, general accounting, finance and accounting governance, finance shared services, and financial contract compliance.

Lee joined Marriott in May 2020, supporting the management of the Company’s accounting operations.

Prior to joining Marriott, Ms.

Lee was the Senior Vice President and Controller for Kohl’s Corporation, a publicly-traded retailer, since 2018, where she was responsible for financial reporting, Sarbanes-Oxley processes, capital management, tax planning, and compliance.

Prior to joining Kohl’s Corporation, Ms.

Lee held numerous positions with PepsiCo, Inc., a publicly-traded global food and beverage company, culminating in Vice President and Controller of the Pepsi Beverage Company after the merger of PepsiCo with two of its largest bottlers in 2010.

Earlier in her career, Ms.

Lee held a variety of financial leadership positions with such organizations as Pilkington, plc and Coopers & Lybrand (an accounting firm now part of PricewaterhouseCoopers).

Lee was the Senior Vice President and Controller for Kohl’s Corporation since 2018, and prior to joining Kohl’s Corporation, Ms.

Lee held the title of Vice President and Controller of the Pepsi Beverage Company along with a number of other leadership positions with PepsiCo, Inc.

She earned her Bachelor of Science in Accounting from Santa Clara University.

She is a Certified Public Accountant and a member of the American Institute of Certified Public Accountants.

President 54 Stephanie Linnartz was appointed President of Marriott effective February 22, 2021.

In her role, she is responsible for developing and executing all aspects of the Company’s global consumer strategy, including brand, marketing, sales, revenue management, customer engagement, technology, emerging businesses, and Marriott Bonvoy, the Company’s loyalty program.

In addition, she oversees Marriott’s global development, design, and operations services functions.

Before that, Ms.

Linnartz was Group President, Consumer Operations, Technology and Emerging Businesses beginning in January 2020.

Before assuming her position as Group President, Ms.

Linnartz, who began her Marriott career in 1997, served as Global Chief Commercial Officer from 2013 to 2019;

Global Officer, Sales and Revenue Management from 2009 to 2013;

Senior Vice President, Global Sales from 2008 to 2009;

Senior Vice President, Sales and Marketing Planning and Support from 2005 to 2008;

and prior to that, various roles in Marriott’s Finance and Business Development Department.

She currently serves on the Board of Directors of The Home Depot.

She holds a bachelor’s degree in Political Science and Government from the College of the Holy Cross, where she sits on the Board of Trustees, and earned her Master of Business Administration from the College of William and Mary.

Linnartz was appointed President and CEO of Under Armour, Inc.

in December 2022 and will leave Marriott effective February 24, 2023.

President, Greater China

60 Yibing Mao was appointed President, Greater China in February 2023, and is responsible for developing and managing Marriott's portfolio in the region.

Mao joined Marriott in 1996 and held the title of Senior Vice President & Chief Counsel, Asia Pacific from May 2016 until she stepped down in 2020.

From 2021 to February 2023, she was a member of the Board of Directors of Las Vegas Sands Corporation.

She currently serves on the Leadership Council of Duke Women’s Impact Network.

Mao received a Bachelor of Laws from Jilin University, Master of Law from Peking University, and a J.D.

degree from Duke University School of Law.

Rajeev (Raj) Menon

President, Asia Pacific Excluding China

55 Rajeev Menon was appointed President, Asia Pacific excluding China (APEC) in October 2019, and is responsible for developing and managing Marriott's portfolio in the region.

Prior to being appointed President, APEC, Mr.

Menon served as the Chief Operating Officer for APEC from March 2015 through September 2019.

Menon joined Marriott International in April 2001 as the General Manager of Renaissance Mumbai Hotel and Convention Center and Marriott Executive Apartments, Mumbai.

He completed his education including Hotel Management in New Delhi and is also a graduate of the Advance Management Program (AMP Class 194) at Harvard Business School.

Name and Title Age Business Experience

(Leeny) Oberg

Chief Financial Officer and Executive Vice President, Business Operations 62 Leeny Oberg was appointed Executive Vice President and Chief Financial Officer effective January 1, 2016 and was additionally designated Executive Vice President, Business Operations in October 2021.

Chief Financial Officer and Executive Vice President, Development

63 Leeny Oberg was appointed Executive Vice President and Chief Financial Officer effective January 2016 and was additionally designated Executive Vice President, Business Operations in October 2021.

In February 2023, Ms.

Oberg began leading the Company’s Global Development organization and was appointed Chief Financial Officer and Executive Vice President, Development.

Previously, Ms.

Oberg was the Chief Financial Officer for The Ritz-Carlton since 2013, where she contributed significantly to the brand’s performance, growth, and organizational effectiveness.

Oberg was the Chief Financial Officer for The Ritz-Carlton since 2013.

Prior to assuming that role, Ms.

1 unchanged sentence

Oberg first joined Marriott as part of its Investor Relations group in 1999.

Before joining Marriott, Ms.

Oberg held a variety of financial leadership positions with such organizations as Sodexo (previously Sodexo Marriott Services), Sallie Mae, Goldman Sachs, and Chase Manhattan Bank.

Oberg is an active member of the American Hotel and Lodging Association’s IREFAC Council, and she currently serves on the Board of Directors of Adobe Inc.

She earned her Bachelor of Science in Commerce, with concentrations in Finance and Management Information Systems, from the University of Virginia, McIntire School of Commerce and received her Master of Business Administration from Stanford University Graduate School of Business.

Name and Title Age Business Experience

Executive Vice President and Chief Revenue & Technology Officer

52 Drew Pinto was appointed Executive Vice President and Chief Revenue & Technology Officer in February 2023, and is responsible for leading global sales and support channels, revenue management, digital, and information technology strategy for the Company.

Since joining the Company in 2004, Mr.

Pinto has held various leadership roles, including Global Officer, Global Sales, Distribution, and Revenue Management from January 2021 to February 2023 and Senior Vice President, Distribution & Revenue Strategy from January 2019 to January 2021.

Pinto serves on advisory boards for the American Hotel & Lodging Association and several industry-related ventures.

Pinto earned a Bachelor of Arts degree from Yale University and his Master of Business Administration from The University of Michigan Ross School of Business.

Rena Hozore Reiss

2 unchanged sentences

64 Rena Hozore Reiss was appointed Executive Vice President and General Counsel effective December 2017.

Reiss previously held the position of Executive Vice President, General Counsel and Corporate Secretary at Hyatt Hotels where she led the global legal team and oversaw Hyatt’s risk management team and corporate transactions group.

Reiss previously held the position of Executive Vice President, General Counsel and Corporate Secretary at Hyatt Hotels.

Prior to her position with Hyatt, Ms.

Reiss was an attorney in Marriott’s law department from 2000 to 2010 building her career in roles with increasing responsibility, ultimately holding the position of Senior Vice President and Associate General Counsel in which she led Marriott’s managed development efforts in the Americas region.

Before joining Marriott, Ms.

Reiss was a partner at Counts & Kanne, Chartered, in Washington, D.C.

and Associate General Counsel at the Miami Herald Publishing Company.

Reiss serves on the Board of Directors of the American Hotel and Lodging Association and of the Legal Aid Society of the District of Columbia.

Reiss serves on the Board of Directors of the American Hotel and Lodging Association and of Legal Aid DC.

She earned her A.B.

1 unchanged sentence

from Harvard Law School.

Group President, International 60 Craig Smith was appointed Group President, International effective January 1, 2021.

From October 2019 until December 2020, Mr.

Smith was Group President and Managing Director of Asia Pacific, and he previously served as President and Managing Director of Asia Pacific since June 2015, assuming the responsibility for the strategic leadership of all operational and development functions spanning the region.

Smith began his career with Marriott in 1988.

Before becoming President and Managing Director of Asia Pacific, Mr.

Smith served as President of Marriott’s Caribbean and Latin America region from 2013 to 2015.

Before moving to the Caribbean and Latin America region in 2013, he was Executive Vice President and Chief Operations Officer for Asia Pacific.

He is the son of an American diplomat, and has lived and worked in 13 countries.

Smith is chair of the US-ASEAN Business Council.

He is also on the board of the US-India Strategic Partnership Forum (USISPF).

He is fluent in Spanish and conversant in Portuguese.

Smith earned a Bachelor of Science from Brigham Young University and a Master of Business Administration from the Rotman School of Management at the University of Toronto.

On February 14, 2023, Marriott announced that Mr.

Smith will be retiring from the Company, effective February 24, 2023.

Executive Vice President and Chief Customer Officer

52 Peggy Roe was appointed Executive Vice President and Chief Customer Officer in February 2023, and is responsible for overseeing development and execution of all aspects of Marriott’s global consumer strategy.

Since joining Marriott in 2003, Ms.

Roe has held various leadership roles focused on growth and innovation.

From January 2020 to February 2023, she served as Global Officer, Customer Experience, Loyalty, and New Ventures, and from October 2013 to December 2019, she served as Chief Sales and Marketing Officer, Asia Pacific.

She co-founded the Marriott Women in Leadership initiative in Asia Pacific in 2014 and is a board member of the Hong Kong chapter of the Asian University for Women.

She currently leads Marriott’s Women’s Associate Resource Group.

Roe is a graduate of the University of Michigan and holds a Master of Business Administration from Harvard Business School.

Code of Ethics and Business Conduct Guide

The Company has long maintained and enforced a Code of Ethics that applies to all Marriott associates, including our Chief Executive Officer, Chief Financial Officer, and Principal Accounting Officer, and to each member of the Board.

The Code of Ethics is encompassed in our Business Conduct Guide, which is available in the Investor Relations section of our website (Marriott.com/investor) by clicking on “Governance” and then “Documents & Charters.” We intend to post on that website any future changes or amendments to our Code of Ethics, and any waiver of our Code of Ethics that applies to any of our executive officers or a member of our Board within four business days following the date of the amendment or waiver.

website any future changes or amendments to our Code of Ethics, and any waiver of our Code of Ethics that applies to any of our executive officers or a member of our Board within four business days following the date of the amendment or waiver.

Exhibits and Financial Statement Schedules.

12 unchanged sentences

3.2 Amended and Restated Bylaws.

3.(ii) to our Form 8-K filed February 14, 2022 (File No.

3.1 to our Form 8-K filed August 4, 2023 (File No.

4.1 Form of Common Stock Certificate.

3 unchanged sentences

4.3 Description of Registrant’s Securities.

4.3 to our Form 10-K for the fiscal year-ended December 31, 2019 (File No.

Filed with this report.

$4,500,000 Sixth Amended and Restated Credit Agreement dated as of December 14, 2022 with Bank of America, N.A.

5 unchanged sentences

10.1 to our Form 8-K filed February 27, 2018 (File 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)

10.2.3 Letter of Agreement, effective as of September 1, 2018, among the Company, Marriott Worldwide Corporation, Marriott Rewards, LLC, Starwood Hotels & Resorts Worldwide, LLC, Marriott Vacations Worldwide Corporation, Marriott Ownership Resorts, Inc., Vistana Signature Experiences, Inc.

7 unchanged sentences

10.1 to our Form 10-Q filed May 4, 2022 (File 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)

10.2.6 Amendment to License, Services, and Development Agreement for Marriott Projects, dated May 19, 2022, among the Company, Marriott Worldwide Corporation, Marriott Vacations Worldwide Corporation, Starwood Hotels & Resorts Worldwide, LLC, Vistana Signature Experiences, Inc.

10 unchanged sentences

2023 Marriott International, Inc.

Stock and Cash Incentive Plan.

10.1 to our Form 8-K filed May 16, 2023 (File No.

United Kingdom Sub-Plan of the 2023 Marriott International, Inc.

Stock and Cash Incentive Plan (December 2023).

Filed with this report.

Form of Non-Employee Director Deferred Share Award Agreement for the 2023 Marriott International, Inc.

Stock and Cash Incentive Plan (June 2023).

10.2 to our Form 10-Q filed August 1, 2023 (File No.

Form of Non-Employee Director Deferred Fee Award Agreement for the 2023 Marriott International, Inc.

Stock and Cash Incentive Plan (June 2023).

10.3 to our Form 10-Q filed August 1, 2023 (File 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)

Form of Non-Employee Director Stock Appreciation Right Agreement for the 2023 Marriott International, Inc.

Stock and Cash Incentive Plan (June 2023).

10.4 to our Form 10-Q filed August 1, 2023 (File No.

Marriott International, Inc.

Stock and Cash Incentive Plan, as amended through February 13, 2014.

21 unchanged sentences

10.1 to our Form 10-Q filed August 10, 2020 (File No.

*10.7.1 Marriott International, Inc.

Executive Deferred Compensation Plan, amended and restated as of February 11, 2022.

10.6.1 to our Form 10-K filed February 15, 2022 (File No.

*10.7.2 First Amendment to the Marriott International, Inc.

Executive Deferred Compensation Plan, effective as of October 31, 2022.

Filed with this report.

Form of MI Shares Agreement for the Marriott International, Inc.

1 unchanged sentence

10.1 to our Form 10-Q filed May 10, 2019 (File 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)

Form of Retention Executive Restricted Stock Unit Agreement for the Marriott International, Inc.

4 unchanged sentences

10.4 to our Form 10-Q filed May 10, 2021 (File No.

*10.8.4 Form of Non-Employee Director Deferred Fee Award Agreement for the Marriott International, Inc.

Stock and Cash Incentive Plan.

10.2 to our Form 10-Q filed August 2, 2022 (File No.

*10.8.5 Form of Non-Employee Director Deferred Share Award Agreement for the Marriott International, Inc.

Stock and Cash Incentive Plan.

10.3 to our Form 10-Q filed August 2, 2022 (File No.

Form of MI Shares Agreement for the Marriott International, Inc.

Stock and Cash Incentive Plan (February 2023).

10.1 to our Form 10-Q filed May 2, 2023 (File No.

Form of Stock Appreciation Rights Agreement for the Marriott International, Inc.

10 unchanged sentences

10.5 to our Form 10-Q filed May 10, 2021 (File No.

Form of Stock Appreciation Rights Agreement for the Marriott International, Inc.

Stock and Cash Incentive Plan (February 2023).

10.3 to our Form 10-Q filed May 2, 2023 (File No.

Form of Non-Employee Director Deferred Fee Award Agreement for the Marriott International, Inc.

Stock and Cash Incentive Plan.

10.2 to our Form 10-Q filed August 2, 2022 (File No.

Form of Non-Employee Director Deferred Share Award Agreement for the Marriott International, Inc.

Stock and Cash Incentive Plan.

10.3 to our Form 10-Q filed August 2, 2022 (File 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)

Form of Non-Employee Director Stock Appreciation Right Agreement for the Marriott International, Inc.

10 unchanged sentences

10.6 to our Form 10-Q filed May 10, 2021 (File No.

Form of Performance Share Unit Award Agreement for the Marriott International, Inc.

Stock and Cash Incentive Plan (February 2023).

10.2 to our Form 10-Q filed May 2, 2023 (File No.

Marriott International, Inc.

Executive Deferred Compensation Plan, amended and restated as of February 11, 2022.

10.6.1 to our Form 10-K filed February 15, 2022 (File No.

First Amendment to the Marriott International, Inc.

Executive Deferred Compensation Plan, effective as of October 31, 2022.

10.7.2 to our Form 10-K filed February 14, 2023 (File No.

Second Amendment to the Marriott International, Inc.

Executive Deferred Compensation Plan, effective as of January 1, 2024.

Filed with this report.

Starwood 2013 Long-Term Incentive Compensation Plan.

4.4 to Starwood’s Form S-8 filed June 28, 2013 (File No.

*10.11.2 Amendment dated May 5, 2017 to the Starwood 2013 Long-Term Incentive Compensation Plan.

10.19.1 to our Form 10-K filed February 15, 2018 (File No.

Amendment dated June 29, 2016 to the Starwood 2013 Long-Term Incentive Compensation Plan.

2 unchanged sentences

10.21 to our Form 10-K filed February 15, 2018 (File No.

*10.14 Aircraft Time Sharing Agreement, effective as of May 3, 2022, between Marriott International Administrative Services, Inc.

Amendment dated May 5, 2017 to the Starwood 2013 Long-Term Incentive Compensation Plan.

10.19.1 to our Form 10-K filed February 15, 2018 (File No.

Amended and Restated Aircraft Time Sharing Agreement, effective as of September 14, 2023, between Marriott International Administrative Services, Inc.

and Anthony Capuano.

10.2 to our Form 10-Q filed May 4, 2022 (File No.

10.15 Amended and Restated Aircraft Time Sharing Agreement, effective as of May 3, 2022, between Marriott International Administrative Services, Inc.

2 to our Form 10-Q filed November 2, 2023 (File No.

Second Amended and Restated Aircraft Time Sharing Agreement, effective as of September 14, 2023, between Marriott International Administrative Services, Inc.

Willard Marriott, Jr.

10.3 to our Form 10-Q filed May 4, 2022 (File 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)

10.1 to our Form 10-Q filed November 2, 2023 (File No.

Aircraft Time Sharing Agreement, effective as of February 9, 2023, between Marriott International Administrative Services, Inc.

and David Marriott.

Filed with this report.

10.16 to our Form 10-K filed February 14, 202 3 (File No.

21 Subsidiaries of Marriott International, Inc.

8 unchanged sentences

Furnished with this report.

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)

97 Marriott International, Inc.

Rule 10D-1 Clawback Policy.

Filed with this report.

101 The following financial statements from Marriott International, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2023, formatted in Inline XBRL (Extensible Business Reporting Language):

(i) the Consolidated Statements of Income (Loss) for the year ended December 31, 2022, December 31, 2021, and December 31, 2020;

(i) the Consolidated Statements of Income for the year ended December 31, 2023, December 31, 2022, and December 31, 2021;

(ii) the Consolidated Balance Sheets at December 31, 2023, and December 31, 2022;

(iii) the Consolidated Statements of Cash Flows for the year ended December 31, 2023, December 31, 2022, and December 31, 2021;

(iv) the Consolidated Statements of Comprehensive Income (Loss) for the year ended December 31, 2022, December 31, 2021, and December 31, 2020;

(v) the Consolidated Statements of Stockholders’ Equity for the year ended December 31, 2022, December 31, 2021, and December 31, 2020;

(iv) the Consolidated Statements of Comprehensive Income for the year ended December 31, 2023, December 31, 2022, and December 31, 2021;

(v) the Consolidated Statements of Stockholders’ (Deficit) Equity for the year ended December 31, 2023, December 31, 2022, and December 31, 2021;

and (vi) Notes to Consolidated Financial Statements.

21 unchanged sentences

/s/Anthony G.

Chief Executive Officer

President and Chief Executive Officer

Pursuant to the requirements of the Exchange Act, this Form 10-K has been signed by the following persons on our behalf in the capacities indicated and on the date indicated above.

1 unchanged sentence

/s/Anthony G.

Capuano Chief Executive Officer and Director

Capuano President, Chief Executive Officer and Director

PRINCIPAL FINANCIAL OFFICER:

/s/Kathleen K.

Oberg Chief Financial Officer and Executive Vice President, Business Operations

Oberg Chief Financial Officer and Executive Vice President, Development

PRINCIPAL ACCOUNTING OFFICER:

/s/Felitia Lee Controller and Chief Accounting Officer

/s/Felitia O.

Lee Controller and Chief Accounting Officer

Marriott, Chairman of the Board

Lewis, Director

Lee, Director

/s/Isabella D.

Goren /s/Margaret M.

Goren /s/Aylwin B.

Goren, Director

McCarthy, Director

Lewis, Director

/s/Deborah Marriott Harrison

/s/George Muñoz

/s/Margaret M.

Deborah Marriott Harrison, Director

George Muñoz, Director

McCarthy, Director

/s/Frederick A.

/s/Horacio D.

Henderson, Director

Reid, Director

/s/Eric Hippeau /s/Horacio D.

Eric Hippeau, Director Horacio D.

Rozanski, Director

/s/Eric Hippeau /s/Susan C.

Eric Hippeau, Director Susan C.

Hobart /s/Susan C.

Hobart, Director Susan C.

Schwab, Director

Lee, Director

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures