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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________ 
FORM 10-Q
_______________________________________ 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2021
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)
 _______________________________________
Delaware52-2055918
(State or other jurisdiction of
incorporation or organization)
(IRS Employer
Identification No.)
10400 Fernwood RoadBethesdaMaryland20817
(Address of principal executive offices)
(Zip Code)
(301) 380-3000
(Registrant’s telephone number, including area code) 
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Class A Common Stock, $0.01 par valueMAR
Nasdaq Global Select Market
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  ý    No  ¨
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 during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ý    No  ¨
Indicate 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 company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ý Accelerated filer 
¨
Non-accelerated filer ¨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. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No  ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 325,638,540 shares of Class A Common Stock, par value $0.01 per share, outstanding at April 30, 2021.



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MARRIOTT INTERNATIONAL, INC.
FORM 10-Q TABLE OF CONTENTS
 
  Page No.
Part I.
Item 1.
Item 2.
Item 3.
Item 4.
Part II.
Item 1.
Item 1A.
Item 2.
Item 6.


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PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
MARRIOTT INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF (LOSS) INCOME
($ in millions, except per share amounts)
(Unaudited)
Three Months Ended
 March 31, 2021March 31, 2020
REVENUES
Base management fees$106 $214 
Franchise fees306 415 
Incentive management fees33  
Gross fee revenues445 629 
Contract investment amortization(17)(25)
Net fee revenues428 604 
Owned, leased, and other revenue108 280 
Cost reimbursement revenue1,780 3,797 
2,316 4,681 
OPERATING COSTS AND EXPENSES
Owned, leased, and other-direct135 272 
Depreciation, amortization, and other52 150 
General, administrative, and other211 270 
Restructuring and merger-related charges (recoveries)1 (2)
Reimbursed expenses 1,833 3,877 
2,232 4,567 
OPERATING INCOME84 114 
Gains (losses) and other income, net1 (4)
Interest expense(107)(93)
Interest income7 6 
Equity in losses(12)(4)
(LOSS) INCOME BEFORE INCOME TAXES(27)19 
Benefit for income taxes 16 12 
NET (LOSS) INCOME$(11)$31 
(LOSS) EARNINGS PER SHARE
(Loss) earnings per share - basic$(0.03)$0.10 
(Loss) earnings per share - diluted$(0.03)$0.09 
See Notes to Condensed Consolidated Financial Statements.
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MARRIOTT INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
($ in millions)
(Unaudited)

Three Months Ended
March 31, 2021March 31, 2020
Net (loss) income$(11)$31 
Other comprehensive loss:
Foreign currency translation adjustments(155)(383)
Derivative instrument adjustments and other, net of tax 5 
Total other comprehensive loss, net of tax(155)(378)
Comprehensive loss$(166)$(347)
See Notes to Condensed Consolidated Financial Statements.

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MARRIOTT INTERNATIONAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
($ in millions)
(Unaudited)
March 31,
2021
December 31,
2020
ASSETS
Current assets
Cash and equivalents$628 $877 
Accounts and notes receivable, net1,857 1,768 
Prepaid expenses and other187 180 
2,672 2,825 
Property and equipment, net1,482 1,514 
Intangible assets
Brands6,005 6,059 
Contract acquisition costs and other2,931 2,930 
Goodwill9,107 9,175 
18,043 18,164 
Equity method investments410 422 
Notes receivable, net162 159 
Deferred tax assets258 249 
Operating lease assets712 752 
Other noncurrent assets630 616 
$24,369 $24,701 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Current portion of long-term debt$822 $1,173 
Accounts payable535 527 
Accrued payroll and benefits975 831 
Liability for guest loyalty program2,182 1,769 
Accrued expenses and other1,400 1,452 
5,914 5,752 
Long-term debt9,386 9,203 
Liability for guest loyalty program4,221 4,502 
Deferred tax liabilities82 83 
Deferred revenue1,413 1,542 
Operating lease liabilities775 823 
Other noncurrent liabilities2,344 2,366 
Stockholders’ equity
Class A Common Stock5 5 
Additional paid-in-capital5,787 5,851 
Retained earnings9,195 9,206 
Treasury stock, at cost(14,463)(14,497)
Accumulated other comprehensive loss(290)(135)
234 430 
$24,369 $24,701 
See Notes to Condensed Consolidated Financial Statements.
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MARRIOTT INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
($ in millions)
(Unaudited)

Three Months Ended
 March 31, 2021March 31, 2020
OPERATING ACTIVITIES
Net (loss) income$(11)$31 
Adjustments to reconcile to cash provided by operating activities:
Depreciation, amortization, and other69 175 
Stock-based compensation53 41 
Income taxes(50)(71)
Liability for guest loyalty program74 126 
Contract acquisition costs(47)(39)
Restructuring and merger-related charges(6)(12)
Working capital changes(27)245 
Deferred revenue changes and other(28)18 
Net cash provided by operating activities27 514 
INVESTING ACTIVITIES
Capital and technology expenditures(30)(59)
Dispositions7 260 
Loan advances(2)(32)
Loan collections3 4 
Other(7)(8)
Net cash (used in) provided by investing activities(29)165 
FINANCING ACTIVITIES
Commercial paper/Credit Facility, net(500)1,317 
Issuance of long-term debt1,089  
Repayment of long-term debt(752)(66)
Issuance of Class A Common Stock2  
Dividends paid (156)
Purchase of treasury stock (150)
Stock-based compensation withholding taxes(82)(95)
Other(7) 
Net cash (used in) provided by financing activities(250)850 
(DECREASE) INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH(252)1,529 
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period (1)
894 253 
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period (1)
$642 $1,782 
(1)The 2021 amounts include beginning restricted cash of $17 million at December 31, 2020, and ending restricted cash of $14 million at March 31, 2021, which we present in the “Prepaid expenses and other” and “Other noncurrent assets” captions of our Balance Sheets.
See Notes to Condensed Consolidated Financial Statements.
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MARRIOTT INTERNATIONAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. BASIS OF PRESENTATION
The condensed consolidated financial statements present the results of operations, financial position, and cash flows of Marriott International, Inc. and subsidiaries (referred to in this report as “we,” “us,” “Marriott,” or the “Company”). In order to make this report easier to read, we also refer throughout to (1) our Condensed Consolidated Financial Statements as our “Financial Statements,” (2) our Condensed Consolidated Statements of (Loss) Income as our “Income Statements,” (3) our Condensed Consolidated Balance Sheets as our “Balance Sheets,” (4) our Condensed 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) our 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 these Notes to Condensed Consolidated Financial Statements, unless otherwise stated.
These Financial Statements have not been audited. We have condensed or omitted certain information and disclosures normally included in financial statements presented in accordance with U.S. generally accepted accounting principles (“GAAP”). The financial statements in this report should be read in conjunction with the consolidated financial statements and notes thereto in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as amended (“2020 Form 10-K”). Certain terms not otherwise defined in this Form 10-Q have the meanings specified in our 2020 Form 10-K.
Preparation of financial statements that conform with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements, the reported amounts of revenues and expenses during the reporting periods, and the disclosures of contingent liabilities. The uncertainty created by the coronavirus pandemic and efforts to contain it (“COVID-19”) has made such estimates more difficult and subjective. Accordingly, ultimate results could differ from those estimates.
The accompanying Financial Statements reflect all normal and recurring adjustments necessary to present fairly our financial position as of March 31, 2021 and December 31, 2020, the results of our operations for the three months ended March 31, 2021 and March 31, 2020, and cash flows for the three months ended March 31, 2021 and March 31, 2020. Interim results may not be indicative of fiscal year performance because of seasonal and short-term variations, as well as the impact of COVID-19. We have eliminated all material intercompany transactions and balances between entities consolidated in these Financial Statements.
NOTE 2. RESTRUCTURING CHARGES
Beginning in the 2020 second quarter, we initiated several regional restructuring plans to achieve cost savings in response to the decline in lodging demand caused by COVID-19. We completed the programs relating to our above-property organization as of year-end 2020. For the property-level programs, including owned and leased properties, we recorded restructuring charges for employee termination benefits in the 2021 first quarter of $18 million in the “Reimbursed expenses” caption and $1 million in the “Restructuring and merger-related charges (recoveries)” caption of our Income Statements. Cumulative charges incurred for the property-level programs through the end of the 2021 first quarter totaled $268 million. We anticipate additional property-level restructuring charges in future quarters.
Our U.S. & Canada segment recorded $273 million of cumulative charges for above-property and property-level programs through the end of the 2021 first quarter, of which $18 million was recorded in the 2021 first quarter.
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The following table presents our restructuring liability activity during the period:
($ in millions)Employee termination benefits
Balance at December 31, 2020$143 
Charges19 
Cash payments(72)
Other 
Balance at March 31, 2021, classified in “Accrued expenses and other”$90 

Additionally, as of March 31, 2021, we recorded a $127 million liability in the “Accrued payroll and benefits” caption related to expected costs of group medical, dental, and vision benefit coverage provided to eligible former associates and furloughed associates pursuant to the continuation coverage requirements under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for the April 1, 2021 to September 31, 2021 period and a $106 million receivable in the “Accounts and notes receivable, net” caption of our Balance Sheets for estimated payments and credits we expect to receive from the U.S. Treasury with respect to such benefit coverage continuation costs under the American Rescue Plan Act of 2021 (“ARPA”). In the 2021 first quarter, we presented the difference of $21 million in the “Reimbursed expenses” caption of our Income Statements.
NOTE 3. EARNINGS PER SHARE
The table below presents the reconciliation of the earnings and number of shares used in our calculations of basic and diluted earnings per share:
Three Months Ended
(in millions, except per share amounts)March 31, 2021March 31, 2020
Computation of Basic (Loss) Earnings Per Share
Net (loss) income$(11)$31 
Shares for basic (loss) earnings per share326.7 325.4 
Basic (loss) earnings per share$(0.03)$0.10 
Computation of Diluted (Loss) Earnings Per Share
Net (loss) income$(11)$31 
Shares for basic (loss) earnings per share326.7 325.4 
Effect of dilutive securities
Stock-based compensation (1)
 2.0 
Shares for diluted (loss) earnings per share326.7 327.4 
Diluted (loss) earnings per share$(0.03)$0.09 
(1) For the calculation of diluted loss per share for the three months ended March 31, 2021, we excluded stock-based compensation securities of 2.3 million because the effect was anti-dilutive.
NOTE 4. STOCK-BASED COMPENSATION
We granted 0.1 million restricted stock units (“RSUs”) during the 2021 first quarter to certain officers and employees, and those units vest generally over four years in equal annual installments commencing one year after the grant date. We also granted 0.2 million performance-based RSUs (“PSUs”) in the 2021 first quarter to certain executives, which are earned, subject to continued employment and the satisfaction of certain performance and market conditions based on the degree of achievement of pre-established targets for 2023 adjusted EBITDA performance and relative total stockholder return over the 2021 to 2023 performance period. RSUs, including PSUs, granted in the 2021 first quarter had a weighted average grant-date fair value of $139 per unit.
In the 2020 third quarter, as part of our effort to encourage associate retention in response to the severe impact of COVID-19 on our industry and the Company, we accelerated the issuance of RSU awards to certain officers and employees that ordinarily would have been made in the 2021 first quarter. We did not accelerate the issuance of awards for our most senior executives.
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We recorded stock-based compensation expense for RSUs and PSUs of $49 million in the 2021 first quarter and $38 million in the 2020 first quarter. Deferred compensation costs for unvested awards for RSUs and PSUs totaled $289 million at March 31, 2021 and $301 million at December 31, 2020.
NOTE 5. INCOME TAXES
Our effective tax rate was a benefit of 59.2 percent for the 2021 first quarter compared to a benefit of 63.5 percent for the 2020 first quarter. The change in our effective tax rate was primarily due to a less favorable impact from stock-based compensation relative to our pre-tax income (loss).
We paid cash for income taxes, net of refunds, of $33 million in the 2021 first quarter and $59 million in the 2020 first quarter.
NOTE 6. COMMITMENTS AND CONTINGENCIES
Guarantees
We present the maximum potential amount of our future guarantee fundings and the carrying amount of our liability for our debt service, operating profit, and other guarantees (excluding contingent purchase obligations) for which we are the primary obligor at March 31, 2021 in the following table:
($ in millions)
Guarantee Type
Maximum Potential Amount of Future FundingsRecorded Liability for Guarantees
Debt service$53 $6 
Operating profit204 128 
Other18 4 
$275 $138 

Our maximum potential guarantees listed in the preceding table include $93 million of guarantees that will not be in effect until the underlying properties open and we begin to operate the properties or certain other events occur.
Contingent Purchase Obligation
Sheraton Grand Chicago. In 2017, we granted the owner a one-time right, exercisable in 2022, to require us to purchase the leasehold interest in the land and the hotel for $300 million in cash (the “put option”). If the owner exercises the put option, we have the option to purchase, at the same time the put transaction closes, the fee simple interest in the underlying land for an additional $200 million in cash. We account for the put option as a guarantee, and our recorded liability at March 31, 2021 was $300 million.
Starwood Data Security Incident
Description of Event
On November 30, 2018, we announced a data security incident involving unauthorized access to the Starwood reservations database (the “Data Security Incident”). Working with leading security experts, we determined that there was unauthorized access to the Starwood network since 2014 and that an unauthorized party had copied information from the Starwood reservations database and taken steps towards removing it. The Starwood reservations database is no longer used for business operations.
Expenses and Insurance Recoveries
In the 2021 first quarter, we recorded $5 million of expenses and $5 million of accrued insurance recoveries, and in the 2020 first quarter, we recorded $15 million of expenses and $17 million of accrued insurance recoveries, related to the Data Security Incident. We received insurance recoveries of $10 million in the 2021 first quarter and $24 million in the 2020 first quarter. The expenses for the 2021 first quarter primarily included legal costs. We recognize insurance recoveries when they are probable of receipt and present them in our Income Statements in the same caption as the related expense, up to the amount of total expense incurred in prior and current periods. We
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present expenses and insurance recoveries related to the Data Security Incident in either the “Reimbursed expenses” or “Restructuring and merger-related charges (recoveries)” captions of our Income Statements.
Litigation, Claims, and Government Investigations
Following our announcement of the Data Security Incident, approximately 100 lawsuits were filed by consumers and others against us in U.S. federal, U.S. state and Canadian courts related to the incident. All but one of the U.S. cases were consolidated and transferred to the U.S. District Court for the District of Maryland, pursuant to orders of the U.S. Judicial Panel on Multidistrict Litigation (the “MDL”). The plaintiffs in the U.S. and Canadian cases, who generally purport to represent various classes of consumers, generally claim to have been harmed by alleged actions and/or omissions by the Company in connection with the Data Security Incident and assert a variety of common law and statutory claims seeking monetary damages, injunctive relief, costs and attorneys’ fees, and other related relief. Among the U.S. cases consolidated in the MDL proceeding is a putative class action lawsuit that was filed on December 1, 2018 against the Company and certain of our current and former officers and directors, alleging violations of the federal securities laws in connection with statements regarding our cybersecurity systems and controls, and seeking certification of a class of affected persons, unspecified monetary damages, costs and attorneys’ fees, and other related relief. The MDL proceeding also includes two shareholder derivative complaints that were filed on February 26, 2019 and March 15, 2019, respectively, against the Company and certain of our current and former directors, alleging, among other claims, breach of fiduciary duty, corporate waste, unjust enrichment, mismanagement and violations of the federal securities laws, and seeking unspecified monetary damages and restitution, changes to the Company’s corporate governance and internal procedures, costs and attorneys’ fees, and other related relief. A separate shareholder derivative complaint was filed in the Delaware Court of Chancery on December 3, 2019 against the Company and certain of our current and former officers and directors, alleging claims and seeking relief generally similar to the claims made and relief sought in the other two derivative cases. This case will not be consolidated with the MDL proceeding. We have filed motions to dismiss in each of these cases, some of which have been denied in part or in whole and some of which are pending. A putative class action lawsuit brought on behalf of financial institutions has been voluntarily dismissed. The putative class action lawsuit alleging violations of the federal securities laws and the shareholder derivative lawsuits generally remain at an early stage. The other U.S. cases in the MDL proceeding are nearing completion of the discovery process. The Canadian cases have effectively been consolidated into a single case in the province of Ontario. We dispute the allegations in the lawsuits described above and are vigorously defending against such claims. In April 2019, we received a letter purportedly on behalf of a stockholder of the Company (also one of the named plaintiffs in the putative securities class action described above) demanding that our Board of Directors take action against certain of the Company’s current and former officers and directors to recover damages for alleged breaches of fiduciary duties and related claims arising from the Data Security Incident. The Board of Directors has constituted a demand review committee to investigate the claims made in the demand letter, and the committee has retained independent counsel to assist with the investigation. The committee’s investigation is ongoing. In addition, on August 18, 2020, a purported representative action was brought against us in the High Court of Justice for England and Wales on behalf of an alleged claimant class of English and Welsh residents alleging breaches of the General Data Protection Regulation and/or the U.K. Data Protection Act 2018 (the “U.K. DPA”) in connection with the Data Security Incident. We dispute all of the allegations in this purported action and will vigorously defend against any such claims. On November 5, 2020, the court issued an order with the consent of all parties staying this action pending resolution of another case raising similar issues, but not involving the Company, that is pending before the U.K. Supreme Court.
In addition, numerous U.S. federal, U.S. state and foreign governmental authorities made inquiries, opened investigations, or requested information and/or documents related to the Data Security Incident and related matters, including Attorneys General offices from all 50 states and the District of Columbia, the Federal Trade Commission, the Securities and Exchange Commission, certain committees of the U.S. Senate and House of Representatives, the Information Commissioner’s Office in the United Kingdom (the “ICO”) as lead supervisory authority in the European Economic Area, and regulatory authorities in various other jurisdictions. With the exception of the ICO proceeding, which was resolved in October 2020, these matters generally remain open. We are in the early stages of discussions with the U.S. state Attorneys General and the Federal Trade Commission to resolve their investigations and requests.
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While we believe it is reasonably possible that we may incur additional losses associated with the above described proceedings and investigations related to the Data Security Incident, it is not possible to estimate the amount of loss or range of loss, if any, in excess of the amounts already incurred that might result from adverse judgments, settlements, fines, penalties or other resolution of these proceedings and investigations based on the current stage of these proceedings and investigations, the absence of specific allegations as to alleged damages, the uncertainty as to the certification of a class or classes and the size of any certified class, if applicable, and/or the lack of resolution of significant factual and legal issues.
NOTE 7. LEASES
The following table presents our future minimum lease payments as of March 31, 2021:
($ in millions)Operating LeasesFinance Leases
2021, remaining
$137 $10 
2022174 13 
2023121 14 
2024114 14 
2025107 14 
Thereafter518 137 
Total minimum lease payments$1,171 $202 
Less: Amount representing interest(250)(51)
Present value of minimum lease payments
$921 $151 
The following table presents the composition of our current and noncurrent lease liabilities as of March 31, 2021 and year-end 2020:
($ in millions)March 31, 2021December 31, 2020
Operating LeasesFinance LeasesOperating LeasesFinance Leases
Current (1)
$146 $7 $147 $7 
Noncurrent (2)
775 144 823 146 
$921 $151 $970 $153 
(1)Operating leases are recorded in the “Accrued expenses and other” and finance leases are recorded in the “Current portion of long-term debt” captions of our Balance Sheets.
(2)Operating leases are recorded in the “Operating lease liabilities” and finance leases are recorded in the “Long-term debt” captions of our Balance Sheets.
As of March 31, 2021, we had entered into an agreement that we expect to account for as an operating lease with a 20-year term for our new headquarters office, which is not reflected in our Balance Sheets or in the table above as the lease has not commenced.

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NOTE 8. LONG-TERM DEBT
We provide detail on our long-term debt balances, net of discounts, premiums, and debt issuance costs, in the following table as of March 31, 2021 and year-end 2020:
($ in millions)March 31,
2021
December 31,
2020
Senior Notes:
Series L Notes, interest rate of 3.3%, face amount of $173, maturing September 15, 2022
(effective interest rate of 3.4%)
$173 $173 
Series N Notes, interest rate of 3.1%, face amount of $400, maturing October 15, 2021
(effective interest rate of 3.4%)
400 399 
Series O Notes, interest rate of 2.9%, face amount of $450, matured March 1, 2021
(effective interest rate of 3.1%)
 450 
Series P Notes, interest rate of 3.8%, face amount of $350, maturing October 1, 2025
(effective interest rate of 4.0%)
347 346 
Series Q Notes, interest rate of 2.3%, face amount of $399, maturing January 15, 2022
(effective interest rate of 2.5%)
398 398 
Series R Notes, interest rate of 3.1%, face amount of $750, maturing June 15, 2026
(effective interest rate of 3.3%)
745 745 
Series U Notes, interest rate of 3.1%, face amount of $291, maturing February 15, 2023
(effective interest rate of 3.1%)
291 291 
Series V Notes, interest rate of 3.8%, face amount of $318, maturing March 15, 2025
(effective interest rate of 2.8%)
329 330 
Series W Notes, interest rate of 4.5%, face amount of $278, maturing October 1, 2034
(effective interest rate of 4.1%)
290 290 
Series X Notes, interest rate of 4.0%, face amount of $450, maturing April 15, 2028
(effective interest rate of 4.2%)
445 445 
Series Z Notes, interest rate of 4.2%, face amount of $350, maturing December 1, 2023
(effective interest rate of 4.4%)
348 348 
Series AA Notes, interest rate of 4.7%, face amount of $300, maturing December 1, 2028
(effective interest rate of 4.8%)
297 297 
Series BB Notes, floating rate, face amount of $300, matured March 8, 2021
 300 
Series CC Notes, interest rate of 3.6%, face amount of $550, maturing April 15, 2024
(effective interest rate of 3.9%)
579 586 
Series DD Notes, interest rate of 2.1%, face amount of $224, maturing October 3, 2022
(effective interest rate of 1.2%)
228 228 
Series EE Notes, interest rate of 5.8%, face amount of $1,600, maturing May 1, 2025
(effective interest rate of 6.0%)
1,584 1,583 
Series FF Notes, interest rate of 4.6%, face amount of $1,000, maturing June 15, 2030
(effective interest rate of 4.8%)
986 986 
Series GG Notes, interest rate of 3.5%, face amount of $1,000, maturing October 15, 2032
(effective interest rate of 3.7%)
985 985 
Series HH Notes, interest rate of 2.9%, face amount of $1,100, maturing April 15, 2031
(effective interest rate of 3.0%)
1,089  
Commercial paper  
Credit Facility400 900 
Finance lease obligations 151 153 
Other143 143 
$10,208 $10,376 
Less current portion(822)(1,173)
$9,386 $9,203 
We paid cash for interest, net of amounts capitalized, of $38 million in the 2021 first quarter and $63 million in the 2020 first quarter.
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In March 2021, we issued $1.1 billion aggregate principal amount of 2.850 percent Series HH Notes due April 15, 2031 (the “Series HH Notes”). We will pay interest on the Series HH Notes in April and October of each year, commencing in October 2021. We received net proceeds of approximately $1.089 billion from the offering of the Series HH Notes, after deducting the underwriting discount and estimated expenses, which were made available for general corporate purposes, including the repayment of a portion of our outstanding borrowings under the Credit Facility.
We are party to a multicurrency revolving credit agreement (as amended, the “Credit Facility”) that provides for up to $4.5 billion of aggregate effective borrowings for general corporate needs, including working capital, capital expenditures, letters of credit, acquisitions, and to support our commercial paper program if and when we resume issuing commercial paper. Borrowings under the Credit Facility generally bear interest at LIBOR (the London Interbank Offered Rate) plus a spread based on our public debt rating. We also pay quarterly fees on the Credit Facility at a rate based on our public debt rating. We classify outstanding borrowings under the Credit Facility and outstanding commercial paper borrowings (if any) as long-term based on our ability and intent to refinance the outstanding borrowings on a long-term basis. The Credit Facility expires on June 28, 2024. In the 2021 first quarter, we made borrowings of $0.6 billion and repayments of $1.1 billion, and as of March 31, 2021, we had total outstanding borrowings under the Credit Facility of $0.4 billion.
In April 2020, we entered into an amendment to the Credit Facility (the “First Credit Facility Amendment”). The First Credit Facility Amendment waives the quarterly-tested leverage covenant in the Credit Facility through and including the first quarter of 2021 (the “Covenant Waiver Period”), adjusts the required leverage levels for the covenant when it is re-imposed at the end of the Covenant Waiver Period, and imposes a new monthly-tested liquidity covenant for the duration of the Covenant Waiver Period. The First Credit Facility Amendment also makes certain other amendments to the terms of the Credit Facility, including increasing the interest and fees payable on the Credit Facility for the duration of the Covenant Waiver Period, tightening certain existing covenants, and imposing additional covenants for the duration of the Covenant Waiver Period. These covenant changes include tightening the lien covenant and the covenant on dividends, share repurchases and distributions, and imposing new covenants limiting asset sales, investments and discretionary capital expenditures.
In January 2021, we entered into two more amendments to the Credit Facility (the “New Credit Facility Amendments,” and together with the First Credit Facility Amendment, the “Credit Facility Amendments”), which extend the Covenant Waiver Period through and including the fourth quarter of 2021 (which waiver period may end sooner at our election), revise the required leverage levels for such covenant when it is re-imposed at the end of the Covenant Waiver Period (starting at 5.50 to 1.00 when the leverage test is first re-imposed and gradually stepping down to 4.00 to 1.00 over the succeeding five fiscal quarters, as further described in the Credit Facility), and increase the minimum liquidity amount under the liquidity covenant that is tested monthly for the duration of the Covenant Waiver Period. The New Credit Facility Amendments also make certain other amendments to the terms of the Credit Facility, including reducing the rate floor for the LIBOR Daily Floating Rate and the Eurocurrency Rate.
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NOTE 9. FAIR VALUE OF FINANCIAL INSTRUMENTS
We believe that the fair values of our current assets and current liabilities approximate their reported carrying amounts. We present the carrying values and the fair values of noncurrent financial assets and liabilities that qualify as financial instruments, determined under current guidance for disclosures on the fair value of financial instruments, in the following table:
 March 31, 2021December 31, 2020
($ in millions)Carrying AmountFair ValueCarrying AmountFair Value
Senior, mezzanine, and other loans$162 $146 $159 $142 
Total noncurrent financial assets$162 $146 $159 $142 
Senior Notes$(8,716)$(9,404)$(8,031)$(8,941)
Commercial paper / Credit Facility(400)(400)(900)(900)
Other long-term debt(126)(128)(126)(128)
Other noncurrent liabilities(426)(426)(426)(426)
Total noncurrent financial liabilities$(9,668)$(10,358)$(9,483)$(10,395)
The carrying value of our Credit Facility borrowings approximate fair value because they bear interest at a market rate. See Note 13. Fair Value of Financial Instruments and the “Fair Value Measurements” caption of Note 2. Summary of Significant Accounting Policies of our 2020 Form 10-K for more information on the input levels we use in determining fair value.
NOTE 10. ACCUMULATED OTHER COMPREHENSIVE LOSS AND STOCKHOLDERS’ EQUITY
The following tables detail the accumulated other comprehensive loss activity for the 2021 first quarter and 2020 first quarter:
($ in millions)Foreign Currency Translation AdjustmentsDerivative Instrument and Other AdjustmentsAccumulated Other Comprehensive Loss
Balance at year-end 2020$(139)$4 $(135)
Other comprehensive loss before reclassifications (1)
(155) (155)
Reclassification adjustments   
Net other comprehensive loss(155) (155)
Balance at March 31, 2021$(294)$4 $(290)
($ in millions)Foreign Currency Translation AdjustmentsDerivative Instrument and Other AdjustmentsAccumulated Other Comprehensive Loss
Balance at year-end 2019$(368)$7 $(361)
Other comprehensive (loss) income before reclassifications (1)
(383)13 (370)
Reclassification adjustments (8)(8)
Net other comprehensive (loss) income
(383)5 (378)
Balance at March 31, 2020$(751)$12 $(739)
(1)Other comprehensive loss before reclassifications for foreign currency translation adjustments includes intra-entity foreign currency transactions that are of a long-term investment nature, which resulted in gains of $27 million for the 2021 first quarter and $11 million for the 2020 first quarter.

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The following tables detail the changes in common shares outstanding and stockholders’ equity (deficit) for the 2021 first quarter and 2020 first quarter:
(in millions, except per share amounts) 
Common
Shares
Outstanding
 TotalClass A Common StockAdditional Paid-in-CapitalRetained EarningsTreasury Stock, at CostAccumulated Other Comprehensive Loss
324.4 Balance at year-end 2020$430 $5 $5,851 $9,206 $(14,497)$(135)
— Net loss(11)— — (11)— — 
— Other comprehensive loss(155)— — — — (155)
1.2 Stock-based compensation plans(30)— (64)— 34 — 
325.6 Balance at March 31, 2021$234 $5 $5,787 $9,195 $(14,463)$(290)
Common
Shares
Outstanding
 TotalClass A Common StockAdditional Paid-in-CapitalRetained EarningsTreasury Stock, at CostAccumulated Other Comprehensive Loss
324.0 Balance at year-end 2019$703 $5 $5,800 $9,644 $(14,385)$(361)
— Adoption of ASU 2016-13(15)  (15)  
— Net income31 — — 31 — — 
— Other comprehensive loss(378)— — — — (378)
— 
Dividends ($0.48 per share)
(156)— — (156)— — 
1.2 Stock-based compensation plans(55)— (89)— 34 — 
(1.0)Purchase of treasury stock(150)— — — (150)— 
324.2 Balance at March 31, 2020$(20)$5 $5,711 $9,504 $(14,501)$(739)
NOTE 11. CONTRACTS WITH CUSTOMERS
Our current and noncurrent Loyalty Program liability increased by $132 million, to $6,403 million at March 31, 2021, from $6,271 million at December 31, 2020, primarily reflecting an increase in points earned by members. This includes amounts reclassified from deferred revenue to the liability for guest loyalty program as a result of points that were earned during the period by members using our U.S.-issued co-brand credit cards, which were prepaid by the financial institutions in 2020. The increase was partially offset by $292 million of revenue recognized in the 2021 first quarter, that was deferred as of December 31, 2020. The current portion of our Loyalty Program liability increased compared to December 31, 2020 due to higher estimated redemptions in the short-term.
Our allowance for credit losses increased to $223 million at March 31, 2021 from $207 million at December 31, 2020, primarily reflecting our 2021 first quarter provision for credit losses of $19 million.
NOTE 12. BUSINESS SEGMENTS
Beginning in the 2021 first quarter, we modified our segment structure due to a change in the way our chief operating decision maker evaluates results and allocates resources within the Company, resulting in the following two operating segments, both of which meet the applicable accounting criteria for separate disclosure as a reportable business segment: U.S. & Canada and International. We revised the prior period amounts shown in the tables below to conform to our current presentation.
We evaluate the performance of our operating segments using “segment profits/loss” which is based largely on the results of the segment without allocating corporate expenses, income taxes, indirect general, administrative, and other expenses, merger-related costs, or most above-property restructuring charges. We assign gains and losses, equity in earnings or losses from our joint ventures, direct general, administrative, and other expenses, and other restructuring charges to each of our segments. “Unallocated corporate and other” includes a portion of our revenues, including license fees we receive from our credit card programs, fees from vacation ownership licensing agreements, revenues and expenses for our Loyalty Program, general, administrative, and other expenses, restructuring and merger-related charges, equity in earnings or losses, and other gains or losses that we do not allocate to our segments.
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Our chief operating decision maker monitors assets for the consolidated Company but does not use assets by operating segment when assessing performance or making operating segment resource allocations.
Segment Revenues
The following tables present our revenues disaggregated by segment and major revenue stream for the 2021 first quarter and 2020 first quarter:
Three Months Ended March 31, 2021
($ in millions)U.S. & CanadaInternationalTotal
Gross fee revenues$250 $87 $337 
Contract investment amortization(13)(4)(17)
Net fee revenues237 83 320 
Owned, leased, and other revenue35 66 101 
Cost reimbursement revenue
1,449 242 1,691 
Total reportable segment revenue$1,721 $391 $2,112 
Unallocated corporate and other
204 
Total revenue
$2,316 
Three Months Ended March 31, 2020
($ in millions)U.S. & CanadaInternationalTotal
Gross fee revenues$406 $102 $508 
Contract investment amortization(19)(6)(25)
Net fee revenues387 96 483 
Owned, leased, and other revenue102 168 270 
Cost reimbursement revenue
3,331 368 3,699 
Total reportable segment revenue$3,820 $632 $4,452 
Unallocated corporate and other
229 
Total revenue
$4,681 
Segment Profits and Losses
Three Months Ended
($ in millions)March 31, 2021March 31, 2020
U.S. & Canada$143 $158 
International(23)(27)
Unallocated corporate and other
(47)(25)
Interest expense, net of interest income(100)(87)
Benefit for income taxes 16 12 
Net (loss) income$(11)$31 
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Cautionary Statement
All statements in this report are made as of the date this Form 10-Q 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 forward-looking statements in Management’s 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-Q is filed with the SEC. Forward-looking statements include information related to the possible effects on our business of the coronavirus pandemic and efforts to contain it (“COVID-19”), including the performance of the Company’s hotels; Revenue per Available Room (“RevPAR”), occupancy and other demand and recovery trends and expectations; the nature and impact of contingency plans, restructuring plans and cost reduction plans; rooms growth; our expectations regarding the receipt of certain credits and refunds under certain U.S. federal legislation; our expectations regarding our ability to meet our liquidity requirements; our expectations regarding COVID-19’s impact on our cash from operations; our capital expenditures and other investment spending expectations; other statements throughout this report 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 historical 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 below and other factors we describe from time to time in our periodic filings with the SEC. Risks that could affect our results of operations, liquidity and capital resources, and other aspects of our business discussed in this Form 10-Q include the duration and scope of COVID-19, including the availability and distribution of effective vaccines or treatments; its short and longer-term impact on the demand for travel, transient and group business, and levels of consumer confidence; actions governments, businesses and individuals have taken or may take in response to the pandemic, including limiting, banning, or cautioning against travel and/or in-person gatherings or imposing occupancy or other restrictions on lodging or other facilities; the impact of the pandemic and actions taken in response to the pandemic on global and regional economies, travel, and economic activity, including the duration and magnitude of its impact on unemployment rates and consumer discretionary spending; the ability of our owners and franchisees to successfully navigate the impacts of COVID-19; the pace of recovery when the pandemic subsides; general economic uncertainty in key global markets and a worsening of global economic conditions or low levels of economic growth; the effects of steps we and our property owners and franchisees have taken and may continue to take to reduce operating costs and/or enhance certain health and cleanliness protocols at our hotels; the impacts of our employee furloughs and reduced work week schedules, our voluntary transition program and our other restructuring activities; competitive conditions in the lodging industry and in the labor market; relationships with customers and property owners; the availability of capital to finance hotel growth and refurbishment; the extent to which we experience adverse effects from data security incidents; and changes in tax laws in countries in which we earn significant income.
As discussed in this Form 10-Q, COVID-19 is materially impacting our operations and financial results. COVID-19, and the volatile regional and global economic conditions stemming from it, and additional or unforeseen effects from the COVID-19 pandemic, could also give rise to or aggravate the other risk factors that we identify within Part II, Item 1A of this report, which in turn could materially adversely affect our business, liquidity, financial condition, and results of operations. Further, COVID-19 may also affect our operating and financial results in a manner that is not presently known to us or that we currently do not consider to present significant risks to our operations.
BUSINESS AND OVERVIEW
We are a worldwide operator, franchisor, and licensor of hotel, residential, and timeshare properties under numerous brand names at different price and service points. Consistent with our focus on management, franchising, and licensing, we own very few of our lodging properties. We discuss our operations in the following reportable business segments: U.S. & Canada and International.
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We earn base management fees and, under many agreements, incentive management fees from the properties that we manage, and we earn franchise fees on the properties that others operate under franchise agreements with us. In most markets, base management and franchise fees typically consist of a percentage of property-level revenue, or certain property-level revenue in the case of franchise fees, while incentive management fees typically consist of a percentage of net house profit after a specified owner return. For our hotels in the Middle East and Africa, Asia Pacific excluding China, and Greater China regions, incentive management fees typically consist of a percentage of gross operating profit without adjustment for a specified owner return. Net house profit is calculated as gross operating profit (also referred to as “house profit”) less non-controllable expenses such as property insurance, real estate taxes, and capital spending reserves. Additionally, we earn franchise fees for use of our intellectual property, including fees from our co-brand credit card, timeshare, and residential programs.
Starwood Data Security Incident
On November 30, 2018, we announced a data security incident involving unauthorized access to the Starwood reservations database (the “Data Security Incident”). The Starwood reservations database is no longer used for business operations.
We are currently unable to estimate the range of total possible financial impact to the Company from the Data Security Incident in excess of the expenses already incurred. However, we do not believe this incident will impact our long-term financial health. Although our insurance program includes coverage designed to limit our exposure to losses such as those related to the Data Security Incident, that insurance may not be sufficient or available to cover all of our expenses or other losses (including fines and penalties) related to the Data Security Incident. As we expected, the cost of such insurance again increased for our current policy period, and the cost of such insurance could continue to increase for future policy periods. We expect to incur significant expenses associated with the Data Security Incident in future periods, primarily related to legal proceedings and regulatory investigations (including possible additional fines and penalties), increased expenses and capital investments for information technology and information security and data privacy, and increased expenses for compliance activities and to meet increased legal and regulatory requirements. See Note 6 for additional information related to expenses incurred in the 2021 first quarter and 2020 first quarter, insurance recoveries, and legal proceedings and governmental investigations related to the Data Security Incident.
Performance Measures
We believe Revenue per Available Room (“RevPAR”), which we calculate by dividing room sales for comparable properties by room nights available for the period, is a meaningful indicator of our performance because it measures the period-over-period change in room revenues for comparable properties. RevPAR may not be comparable to similarly titled measures, such as revenues, and should not be viewed as necessarily correlating with our fee revenue. We also believe occupancy and average daily rate (“ADR”), which are components of calculating RevPAR, are meaningful indicators of our performance. Occupancy, which we calculate by dividing occupied rooms by total rooms available (including rooms in hotels temporarily closed due to issues related to COVID-19), measures the utilization of a property’s available capacity. ADR, which we calculate by dividing property room revenue by total rooms sold, measures average room price and is useful in assessing pricing levels. Comparisons to the prior periods are on a constant U.S. dollar basis. We calculate constant dollar statistics by applying exchange rates for the current period to the prior comparable period.
We define our comparable properties as our properties that were open and operating under one of our brands since the beginning of the last full calendar year (since January 1, 2020 for the current period) and have not, in either the current or previous year: (1) undergone significant room or public space renovations or expansions, (2) been converted between company-operated and franchised, or (3) sustained substantial property damage or business interruption, with the exception of properties closed or otherwise experiencing interruptions related to COVID-19, which we continue to classify as comparable. The RevPAR comparisons between 2021 and 2019, which we discuss under the “Impact of COVID-19” caption below, reflect properties that are defined as comparable as of March 31, 2021, even if in 2019 they were not open and operating for the full year or did not meet all the other criteria listed above.
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Impact of COVID-19
COVID-19 continues to have a material impact on our business and industry. However, overall global demand continues to improve compared to the extremely low levels reached in April 2020. We have seen meaningful increases in demand in countries with early and swift vaccination programs and where airlift has improved or travel restrictions have been relaxed. Based on the swift demand improvement we have recently seen in certain markets and our discussions with customers, we believe that there is significant pent-up demand for all types of travel. Assuming continued progress with vaccinations and an improving consumer and macro-economic environment in many regions around the world, we believe that the pace of the global lodging recovery will continue to accelerate. While we expect that trends will vary from region to region, we expect overall leisure demand will strengthen further into the summer months. While business transient and group demand remain well below pre-pandemic levels, they have been gradually improving and we expect the slow recoveries in these segments to continue. We expect business transient demand could accelerate in the fall of 2021 assuming more businesses re-open. We anticipate that group demand will pick up later than leisure and business transient demand, given the lead time that is generally required for booking group business. Although we have begun to see evidence of demand recovery and are encouraged by the resilience of demand, COVID-19 will continue to have a material negative impact on our future results for a period of time that we are currently unable to predict.
Compared to the 2020 first quarter, 2021 first quarter comparable systemwide RevPAR declined 46 percent in each of our U.S. & Canada and International segments as well as worldwide. Compared to the 2019 first quarter, 2021 first quarter comparable systemwide RevPAR declined 57 percent in our U.S. & Canada segment, 64 percent in our International segment, and 59 percent worldwide. The RevPAR declines compared to the 2020 first quarter primarily reflect that most regions, with the exception of Greater China, had a solid start in 2020, as COVID-19 only began to have a significant impact worldwide late in the 2020 first quarter. Worldwide comparable systemwide occupancy in the 2021 first quarter grew from 31 percent in January to 45 percent in March, the highest occupancy of any month since March 2020. Our Greater China region, where results were significantly impacted by COVID-19 early in the 2020 first quarter, continues to lead the recovery, with comparable systemwide RevPAR growth of 77 percent compared to the 2020 first quarter, driven by strong domestic leisure travel and growing business transient and group business, though occupancy levels and ADR were lower than in the 2019 first quarter. In the U.S. & Canada, 2021 first quarter RevPAR improved compared to both the 2020 third and fourth quarters, driven by increasing leisure demand, particularly for our luxury, resort, and extended-stay hotels. In other parts of the world, RevPAR trends continue to vary greatly by market and are heavily impacted by the number of COVID-19 cases, the distribution of vaccines, the nature and degree of government restrictions, and the strength of leisure demand.
We continue to take substantial measures to mitigate the negative financial and operational impacts of COVID-19 for our hotel owners and our own business. At the corporate level, we remain focused on limiting our corporate general and administrative costs as well as our capital expenditures and other investment spending. As previously announced, share repurchases and cash dividends have been suspended until business conditions further improve and until permitted under our Credit Facility. We are also continuing to adapt our business contingency plans in response to the global situation and develop restructuring plans to achieve cost savings specific to certain of our company-operated properties. See Note 2 for more information about our restructuring activities. At the property level, certain associates remain on temporary furloughs or reduced work week schedules. In addition, we continue to work with owners and franchisees to lower their cash outlay. The steps we continue to take include deferring renovations, certain hotel initiatives and brand standard audits for hotel owners and franchisees; reducing the amount of certain charges for systemwide programs and services; supporting owners and franchisees who are working with their lenders to utilize furniture, fixtures, and equipment (FF&E) reserves to meet working capital needs; and waiving required FF&E funding through 2021. We also continue to tightly control the reimbursed expenses we incur on behalf of our owners and franchisees to provide centralized programs and services, such as the Loyalty Program, reservations, marketing and sales, which we generally collect through cost reimbursement revenue on the basis of hotel revenue or program usage.
We continue to evaluate the availability of stimulus tax credits under the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), the Taxpayer Certainty and Disaster Tax Relief Act of 2020 enacted as part of the Consolidated Appropriations Act, 2021 (“Relief Act”), the American Rescue Plan Act of 2021
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(“ARPA”), and other legislation. As of May 7, 2021, we have received Employee Retention Tax Credit (“ERTC”) refunds from the U.S. Treasury totaling $132 million, including $119 million in 2020 and $13 million in April 2021. We passed through $94 million of these refunds to the related hotels that we manage on behalf of owners in 2020 and expect to pass through the additional $13 million in the 2021 second quarter. Based on ERTC refund applications that we have submitted as of May 7, 2021, we expect to receive an additional $34 million from the U.S. Treasury in the remainder of 2021, the majority of which we expect will inure to the benefit of our hotel owners. Additionally, we expect to receive, from the U.S. Treasury, payments and credits totaling $106 million pursuant to ARPA, which provides for refundable tax credits to employers as reimbursement for the cost of health coverage continuation provided to eligible former associates and furloughed or part-time associates (and their eligible enrolled dependents) in accordance with requirements under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for the period of April 1, 2021 to September 30, 2021.
The impact of COVID-19 on the Company remains fluid, as does our corporate and property-level response. We expect to continue to assess the situation and may implement additional measures to adapt our operations and plans to address the implications of COVID-19 on our business. The overall operational and financial impact is highly dependent on the breadth and duration of COVID-19 and could be affected by other factors we are not currently able to predict.
System Growth and Pipeline
At the end of the 2021 first quarter, our system had 7,662 properties (1,429,171 rooms), compared to 7,642 properties (1,423,044 rooms) at year-end 2020 and 7,420 properties (1,391,700 rooms) at the end of the 2020 first quarter. The increase compared to year-end 2020 reflects gross additions of 134 properties (23,567 rooms) and deletions of 114 properties (17,381 rooms), including 88 properties from a primarily select-service portfolio which left our system in the 2021 first quarter. Approximately 31 percent of our 2021 first quarter gross room additions were conversions from competitor brands. In 2021, we expect total gross rooms growth of approximately 6.0 percent (3.0 to 3.5 percent, net of deletions).
At the end of the 2021 first quarter, we had approximately 491,000 rooms in our development pipeline, which includes more than 222,000 hotel rooms under construction and roughly 18,000 hotel rooms approved for development but not yet under signed contracts. Over half of the rooms in our development pipeline are outside U.S. & Canada.
Properties and Rooms
At March 31, 2021, we operated, franchised, and licensed the following properties and rooms:
 ManagedFranchised/LicensedOwned/LeasedTotal
PropertiesRoomsPropertiesRoomsPropertiesRoomsPropertiesRooms
U.S. & Canada701 227,682 4,792 687,333 26 6,483 5,519 921,498 
International1,300 330,072 711 145,442 40 9,417 2,051 484,931 
Timeshare— — 92 22,742 — — 92 22,742 
Total2,001 557,754 5,595 855,517 66 15,900 7,662 1,429,171 
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Lodging Statistics
The following tables present RevPAR, occupancy, and ADR statistics for comparable properties. Systemwide statistics include data from our franchised properties, in addition to our company-operated properties.
Three Months Ended March 31, 2021 and Change vs. Three Months Ended March 31, 2020
RevPAROccupancyAverage Daily Rate
2021vs. 20202021vs. 20202021vs. 2020
Comparable Company-Operated Properties
U.S. & Canada$52.31 (57.8)%29.0 %(27.7)%pts.$180.57 (17.5)%
Greater China$55.37 80.4 %47.9 %23.6 %pts.$115.50 (8.2)%
Asia Pacific excluding China$37.34 (56.4)%33.6 %(19.6)%pts.$111.02 (31.1)%
Caribbean & Latin America$56.16 (49.5)%31.2 %(24.0)%pts.$179.84 (10.7)%
Europe$17.24 (80.4)%13.3 %(34.1)%pts.$129.87 (30.2)%
Middle East & Africa$64.08 (30.6)%41.6 %(17.1)%pts.$154.22 (2.0)%
International - All(1)
$44.46 (39.3)%34.8 %(9.9)%pts.$127.65 (22.0)%
Worldwide (2)
$48.14 (50.3)%32.1 %(18.2)%pts.$150.08 (22.1)%
Comparable Systemwide Properties
U.S. & Canada$48.65 (46.3)%40.3 %(16.0)%pts.$120.79 (25.0)%
Greater China$53.59 76.8 %47.5 %23.2 %pts.$112.78 (9.5)%
Asia Pacific excluding China$38.54 (54.1)%34.6 %(17.9)%pts.$111.25 (30.3)%
Caribbean & Latin America$40.19 (56.3)%28.5 %(23.6)%pts.$140.89 (20.2)%
Europe$15.18 (80.4)%13.1 %(33.5)%pts.$116.34 (30.0)%
Middle East & Africa$58.52 (31.3)%40.4 %(17.4)%pts.$144.93 (1.8)%
International - All(1)
$38.51 (46.1)%31.6 %(13.8)%pts.$121.75 (22.6)%
Worldwide (2)
$45.68 (46.3)%37.7 %(15.3)%pts.$121.02 (24.5)%
(1)Includes Greater China, Asia Pacific excluding China, Caribbean & Latin America, Europe, and Middle East & Africa.
(2)Includes U.S. & Canada and International - All.
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CONSOLIDATED RESULTS
Our results in the 2021 first quarter continue to be impacted by COVID-19. See the “Impact of COVID-19” section above for more information about the impact to our business during the 2021 first quarter, and the discussion below for additional analysis of our consolidated results of operations for the 2021 first quarter compared to the 2020 first quarter.
Fee Revenues
Three Months Ended
($ in millions)March 31, 2021March 31, 2020Change
2021 vs. 2020
Base management fees$106 $214 $(108)(50)%
Franchise fees306 415 (109)(26)%
Incentive management fees33 — 33 nm
Gross fee revenues445