Bond Marriott Global 4.625% ( US571903BE27 ) in USD

Issuer Marriott Global
Market price refresh price now   101.075 %  ▼ 
Country  United States
ISIN code  US571903BE27 ( in USD )
Interest rate 4.625% per year ( payment 2 times a year)
Maturity 15/06/2030



Prospectus brochure of the bond Marriott International US571903BE27 en USD 4.625%, maturity 15/06/2030


Minimal amount 2 000 USD
Total amount 1 000 000 000 USD
Cusip 571903BE2
Standard & Poor's ( S&P ) rating BBB ( Lower medium grade - Investment-grade )
Moody's rating Baa2 ( Lower medium grade - Investment-grade )
Next Coupon 15/12/2025 ( Tomorrow )
Detailed description Marriott International is a multinational hospitality company that operates and franchises a broad portfolio of hotels and related lodging properties under various brands, including Marriott Hotels, Ritz-Carlton, Sheraton, Westin, and many others, offering diverse accommodation and services globally.

The Bond issued by Marriott Global ( United States ) , in USD, with the ISIN code US571903BE27, pays a coupon of 4.625% per year.
The coupons are paid 2 times per year and the Bond maturity is 15/06/2030

The Bond issued by Marriott Global ( United States ) , in USD, with the ISIN code US571903BE27, was rated Baa2 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Marriott Global ( United States ) , in USD, with the ISIN code US571903BE27, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.







424B5
424B5 1 d935900d424b5.htm 424B5
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-223058
CALCULATION OF REGISTRATION FEE


Proposed
Proposed
Amount
Maximum
Maximum
Title of Each Class of
to be
Offering Price
Aggregate
Amount of
Securities to be Registered

Registered

Per Note

Offering Price

Registration Fee
4.625% Series FF Notes due 2030

$1,000,000,000

100%

$1,000,000,000

$129,800



PROSPECTUS SUPPLEMENT
(To prospectus dated February 15, 2018)
$1,000,000,000

Marriott International, Inc.
4.625% Series FF Notes due 2030


The 4.625% Series FF Notes due 2030 (the "notes") will bear interest at the rate of 4.625% per annum. The notes will mature on June 15, 2030. We
will pay interest on the notes on June 15 and December 15 of each year, beginning on December 15, 2020. The interest rate payable on the notes will be
subject to adjustment based on certain rating events. See "Description of the Notes--Terms--Interest Rate Adjustment of the Notes Based on Certain
Rating Events." We may redeem some or all of the notes prior to maturity at the redemption prices described in this prospectus supplement. If a change of
control repurchase event as described herein occurs, unless we have exercised our option to redeem the notes, we will be required to offer to purchase the
notes at the price described in this prospectus supplement, plus accrued and unpaid interest, if any, to the date of purchase.


The notes will be our unsecured obligations and rank equally with all of our other unsecured senior indebtedness. The notes will be issued only in
minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.
Investing in the notes involves risks that are described in the "Risk Factors" section beginning on page S-4 of this
prospectus supplement.



Per Note

Total

Public offering price (1)

99.379%
$993,790,000
Underwriting discount

0.700%
$
7,000,000
Proceeds, before expenses, to
Marriott International, Inc.

98.679%
$986,790,000

(1)
Plus accrued interest from June 1, 2020, if settlement occurs after that date.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The notes will be ready for delivery in book-entry form only through The Depository Trust Company for the accounts of its direct and indirect
participants (including Euroclear Bank S.A./N.V., as operator of the Euroclear System, and Clearstream Banking S.A.) on or about June 1, 2020.
Joint Book-Running Managers

Goldman Sachs & Co. LLC

Deutsche Bank Securities
BofA Securities

Citigroup
Fifth Third Securities
HSBC
ICBC Standard Bank

J.P. Morgan

Scotiabank
SunTrust Robinson Humphrey
US Bancorp

Wells Fargo Securities


Senior Co-Managers

Loop Capital Markets

Santander
https://www.sec.gov/Archives/edgar/data/1048286/000119312520155949/d935900d424b5.htm[6/1/2020 9:10:36 AM]


424B5
Siebert Williams Shank

UniCredit Capital Markets


Co-Managers

BNY Mellon Capital Markets, LLC

Capital One Securities
PNC Capital Markets LLC

Standard Chartered Bank
TD Securities
The date of this prospectus supplement is May 28, 2020
TABLE OF CONTENTS
Prospectus Supplement

About This Prospectus Supplement
S-ii
Forward-Looking Statements
S-ii
Summary
S-1
Risk Factors
S-4
Use of Proceeds
S-9
Description of the Notes
S-10
Material United States Federal Income Tax Consequences
S-29
Underwriting (Conflicts of Interests)
S-35
Legal Matters
S-41
Experts
S-41
Where You Can Find More Information
S-42
Prospectus

Where You Can Find More Information
1
Incorporation by Reference
1
Use of Proceeds
2
Description of Securities
2
Selling Security Holders
2
Validity of Securities
2
Experts
2
You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus or
any free writing prospectus provided, authorized or used by us. We have not, and the underwriters have not, authorized any other person to provide you
with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the underwriters are
not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing
in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference is accurate only as of their respective dates. Our
business, financial condition, results of operations and prospects may have changed since those dates.
As used in this prospectus supplement and the accompanying prospectus, unless the context requires otherwise, "we," "us," the "Company" or
"Marriott" means Marriott International, Inc. and its predecessors and consolidated subsidiaries.

S-i
ABOUT THIS PROSPECTUS SUPPLEMENT
This document contains two parts. The first part is this prospectus supplement, which describes the specific terms of the notes we are offering and
certain other matters relating to us. The second part, the accompanying prospectus, gives more general information about securities we may offer from
time to time, some of which does not apply to the notes we are offering by this prospectus supplement. You should read this entire prospectus supplement,
as well as the accompanying prospectus, and the documents incorporated by reference. See "Where You Can Find More Information."
To the extent any inconsistency or conflict exists between the information included in this prospectus supplement and the information included in the
accompanying prospectus, the information included or incorporated by reference in this prospectus supplement updates and supersedes the information in
the accompanying prospectus. This prospectus supplement incorporates by reference important business and financial information about us that is not
included in or delivered with this prospectus supplement.
FORWARD-LOOKING STATEMENTS
https://www.sec.gov/Archives/edgar/data/1048286/000119312520155949/d935900d424b5.htm[6/1/2020 9:10:36 AM]


424B5
We make forward-looking statements in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference
based on the beliefs and assumptions of our management and on information currently available to us. Forward-looking statements include information
about our possible or assumed future results of operations and statements related to the expected effects on our business of the coronavirus and efforts to
contain it ("COVID-19"), including the performance of the Company's hotels; Revenue per Available Room ("RevPAR") and occupancy for portions of
the 2020 second quarter; RevPAR, occupancy, booking and cancelation trends; the nature and impact of contingency plans and cost and investment
reductions; our liquidity expectations; and similar statements concerning anticipated future events and expectations that are not historical facts, including in
"Management's Discussion and Analysis of Financial Condition and Results of Operations" under the headings "Business and Overview" and "Liquidity
and Capital Resources" included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and our Quarterly Report on Form
10-Q for the fiscal quarter ended March 31, 2020, and other statements preceded by, followed by, or that include the words "believes," "expects,"
"anticipates," "intends," "plans," "estimates," or similar expressions.
We caution you that these statements are not guarantees of future performance and any number of risks and uncertainties could cause actual results to
differ materially from those we express in our forward-looking statements, including the duration and scope of the COVID-19 pandemic, including
whether and to what extent a resurgence of the virus could occur after the pandemic initially subsides; 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 take in response to the pandemic,
including limiting or banning travel and/or in-person gatherings; 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 the pandemic; the pace of recovery when the COVID-19
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 take to reduce operating costs and/or enhance certain health and cleanliness protocols at
our hotels; competitive conditions in the lodging industry; relationships with clients 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; changes in tax laws in countries in which we earn
significant income; the risks and uncertainties described starting on page S-4 of this prospectus supplement and other factors we describe from time to time
in our periodic filings with the U.S. Securities and Exchange Commission (the "SEC") (which we incorporate by reference in this

S-ii
prospectus supplement and in the accompanying prospectus). We therefore caution you not to rely unduly on any forward-looking statement. The forward-
looking statements in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference speak only as of the date of
the document in which the forward-looking statement is made, and we undertake no obligation to update or revise any forward-looking statement, whether
due to new information, future developments, or otherwise.
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 under the heading "Risk Factors" in this prospectus supplement and in
our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2020, which in turn could materially adversely affect our business, financial
condition, liquidity, results of operations (including revenues and profitability) and/or stock price. 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.


S-iii
SUMMARY
The following summary highlights selected information from this prospectus supplement and may not contain all of the information that is
important to you. This prospectus supplement includes the basic terms of the notes we are offering, as well as information regarding our business and
financial data. We encourage you to read this prospectus supplement and the accompanying prospectus in their entirety as well as the information
incorporated by reference.
The Company
Marriott International, Inc. is one of the world's leading lodging companies. We are a worldwide operator, franchisor, and licensor of hotel,
residential and timeshare properties under numerous brand names at different price and service points.
We operate, franchise or license 7,420 properties worldwide, with 1,391,700 rooms as of March 31, 2020. We believe that our portfolio of
brands, shown in the following table, is the largest and most compelling range of brands and properties of any lodging company in the world.
Consistent with our focus on management, franchising, and licensing, we own very few of our lodging properties. Our principal brands are listed in
the following table:

https://www.sec.gov/Archives/edgar/data/1048286/000119312520155949/d935900d424b5.htm[6/1/2020 9:10:36 AM]


424B5
Our principal executive offices are located at 10400 Fernwood Road, Bethesda, Maryland 20817. Our telephone number is (301) 380-3000.

S-1
The Offering
The following is a brief summary of some of the terms of this offering. For a more complete description of the terms of the notes, see
"Description of the Notes."

Issuer
Marriott International, Inc.

Notes offered
$1,000,000,000 aggregate principal amount of 4.625% Series FF Notes due 2030.

Maturity
The notes will mature on June 15, 2030.

Interest rate
The notes will bear interest at a rate of 4.625% per annum, subject to adjustment as
described in "Description of the Notes--Terms--Interest Rate Adjustment of the Notes
Based on Certain Rating Events."

Interest payment dates
Interest on the notes will accrue from June 1, 2020 and will be payable semiannually on
June 15 and December 15 of each year, beginning on December 15, 2020.

Interest rate adjustment
The interest rate payable on the notes will be subject to adjustment based on certain rating
events. See "Description of the Notes--Terms--Interest Rate Adjustment of the Notes Based
on Certain Rating Events."

Ranking
The notes will be our unsecured senior obligations and will rank equally with all of our
existing and future unsecured and unsubordinated indebtedness. The notes will be
structurally subordinated in right of payment to all existing and future indebtedness and other
liabilities of each of our subsidiaries. As of March 31, 2020, our subsidiaries collectively had
outstanding long term-debt of $320 million, which represents approximately 3.0% of our
total consolidated long-term debt before issuance of the notes. Our total consolidated long-
term debt has increased since March 31, 2020. See "Risk Factors--Risks Relating to the
Notes--We depend on cash flow of our subsidiaries to make payments on our securities."

Optional redemption
We may redeem the notes in whole or in part at any time, at our option, prior to March 15,
2030 (three months prior to the maturity date of the notes), at a redemption price described
under the heading "Description of the Notes--Redemption at Our Option" in this prospectus
supplement, plus any accrued and unpaid interest on the notes being redeemed to, but not
including, the redemption date.

We may redeem the notes in whole or in part from time to time, at our option, on or after
March 15, 2030 (three months prior to the maturity date of the notes), at a redemption price

equal to 100% of the principal amount of the notes being redeemed, plus any accrued and
unpaid interest on the notes being redeemed to, but not including, the redemption date.
https://www.sec.gov/Archives/edgar/data/1048286/000119312520155949/d935900d424b5.htm[6/1/2020 9:10:36 AM]


424B5

S-2
Purchase of notes upon a change of control repurchase
If we experience a change of control (defined herein) and the notes are rated below
event
investment grade (defined herein) by S&P Global Ratings ("S&P") and Moody's Investors
Service, Inc. ("Moody's") (or the equivalent under any successor rating categories of S&P's
or Moody's, respectively), we will offer to repurchase all of the notes at a price equal to
101% of the principal amount plus accrued and unpaid interest to the repurchase date. See
"Description of the Notes--Change of Control."

Covenants
We will agree to certain restrictions on liens, sale and leaseback transactions, mergers,
consolidations and transfers of substantially all of our assets. These covenants are subject to
important qualifications and exceptions. See "Description of the Notes--Certain Covenants."

Further issuances of notes
We will issue the notes under an Indenture, dated as of November 16, 1998, between us and
The Bank of New York Mellon, as trustee (the "Indenture"). We may, without the consent of
the existing holders of the notes, issue additional notes of the same series having the same
terms so that such existing notes and additional notes form a single series under the
Indenture.

Governing law
The notes and the Indenture will be governed by New York law.

Trustee
The Bank of New York Mellon.

Use of proceeds
We estimate that the net proceeds from this offering of notes, after deducting the
underwriting discount and estimated expenses of this offering, will be approximately $985
million. We intend to use the net proceeds from this offering for general corporate purposes,
including repayment of outstanding indebtedness, which may include near term bond
maturities or amounts drawn under our Credit Facility (as defined below).

Conflicts of interest
We intend to use the net proceeds from this offering for general corporate purposes,
including repayment of outstanding indebtedness, which may include near term bond
maturities or amounts drawn under our Credit Facility, as set forth above in "--Use of
proceeds." To the extent we use all or a portion of the net proceeds to repay outstanding
borrowings under our Fifth Amended and Restated Credit Agreement with Bank of America,
N.A., as administrative agent, and certain banks, dated as of June 28, 2019 (as amended, the
"Credit Facility"), affiliates of certain underwriters may receive at least 5% of the net
offering proceeds in connection with any such repayment. Accordingly, this offering is made
in compliance with the requirements of Rule 5121 of Financial Industry Regulatory Authority
Inc. ("FINRA"). Because the notes offered hereby have an investment grade rating, the
appointment of a qualified independent underwriter will not be necessary.

S-3
RISK FACTORS
You should consider carefully the following risks and all of the information set forth or incorporated by reference in this prospectus supplement and
the accompanying prospectus, including the risks and uncertainties described under the heading "Risk Factors" included in our Quarterly Report on Form
10-Q for the fiscal quarter ended March 31, 2020, before investing in the notes offered by this prospectus supplement.
Risks Relating to COVID-19
The global COVID-19 pandemic has had a material detrimental impact on our business, financial results and liquidity, and such impact could worsen
and last for an unknown period of time.
The global spread of COVID-19 is complex and rapidly-evolving, with governments, public institutions and other organizations imposing or
recommending, and businesses and individuals implementing, restrictions on various activities or other actions to combat its spread, such as restrictions and
https://www.sec.gov/Archives/edgar/data/1048286/000119312520155949/d935900d424b5.htm[6/1/2020 9:10:36 AM]


424B5
bans on travel or transportation, limitations on the size of gatherings, closures of work facilities, schools, public buildings and businesses, cancellation of
events, including sporting events, conferences and meetings, and quarantines and lock-downs. COVID-19 and its consequences have dramatically reduced
travel and demand for hotel rooms, which has and will continue to impact our business, operations, and financial results. We believe it is increasingly
likely that it will be some time before lodging demand and RevPAR levels recover. The extent to which COVID-19 impacts our business, operations, and
financial results, including the duration and magnitude of such effects, will depend on numerous evolving factors that we may not be able to accurately
predict or assess, including the duration and scope of COVID-19 (including whether and to what extent a resurgence of the virus could occur after the
pandemic initially subsides); the negative impact it has on global and regional economies and economic activity, including the duration and magnitude of
its impact on unemployment rates and consumer discretionary spending; its short and longer-term impact on the demand for travel, transient and group
business, and levels of consumer confidence; the ability of our owners and franchisees to successfully navigate the impacts of COVID-19; actions
governments, businesses and individuals take in response to the pandemic, including quarantines and lock-downs, and limiting or banning travel and/or in
person gatherings; and how quickly economies, travel activity, and demand for lodging recovers after the pandemic subsides.
COVID-19 has subjected our business, operations and financial condition to a number of risks, including, but not limited to, those discussed below:

·
Risks Related to Revenue: COVID-19 has negatively impacted, and will in the future negatively impact to an extent we are unable to predict,
our revenues from managed and franchised hotels, which are primarily based on hotels' revenues or profits. In addition, COVID-19 and its
impact on global and regional economies, and the hospitality industry in particular, has made it difficult for hotel owners and franchisees to
obtain financing on attractive terms, or at all. Combined with the significant decline in revenues for most hotels, this increases the probability
that owners and franchisees will be unable to fund working capital and to service, repay or refinance indebtedness. This may cause hotel
owners or franchisees to declare bankruptcy or cause lenders to declare a default, accelerate the related debt, or foreclose on the property.
Such bankruptcies, sales or foreclosures could, in some cases, result in the termination of our management or franchise agreements and

eliminate our anticipated income and cash flows, which could negatively affect our results of operations. Hotel owners or franchisees in
bankruptcy may not have sufficient assets to pay us termination fees, other unpaid fees or reimbursements we are owed under their
agreements with us. Even if hotel owners or franchisees do not declare bankruptcy, they may be unable or unwilling to pay us amounts that
we are entitled to on a timely basis or at all, which would adversely affect our liquidity. If a significant number of hotels exit our system as a
result of COVID-19, whether as a result of an owner or franchisee bankruptcy, failure to pay amounts owed to us, a negotiated termination,
or otherwise, our revenues and liquidity could be adversely affected. COVID-19 could also materially impact other non-hotel related sources
of revenues for us, including for example our fees from our co-brand credit card arrangements. To the extent

S-4
COVID-19 significantly impacts spending patterns of co-brand cardholders or acquisition of new co-brand cardholders, we will receive

lower fees and less funding from the financial institutions party to our co-brand card arrangements. Also, we could be required to test our
intangible assets or goodwill for impairments due to reduced revenues or cash flows.

·
Risks Related to Owned and Leased Hotels: COVID-19 and its impact on travel has reduced demand at nearly all hotels, including our owned
and leased hotels. As a result, most of our owned and leased properties are not generating revenue sufficient to meet operating expenses,

which is adversely affecting our income and could in the future more significantly adversely affect the value of our owned and leased
properties, potentially requiring us to recognize significant additional non-cash impairment charges to our results of operations.

·
Risks Related to Operations: Because of the significant decline in the demand for hotel rooms, we have taken steps to reduce operating costs
and improve efficiency, including furloughing a substantial number of our personnel and implementing reduced work weeks for other
personnel. On May 27, 2020, we announced that furloughs and reduced work week schedules for above-property associates in the United
States, which began in April, will be extended through October 2, 2020. We also announced a voluntary transition program for on-property
and above-property associates in the United States who may choose to leave the Company. We are currently considering similar voluntary
programs in other parts of the world. Given our expectation that prior levels of business will not return until beyond 2021, we anticipate a
significant number of above-property position eliminations later this year. We are not able at this time to predict how many associates will be
affected by these separations or any resulting charges or cost savings. Such steps, and further changes we may make in the future to reduce
costs for us or our hotel owners or franchisees, may negatively impact guest loyalty, owner preference, or our ability to attract and retain
associates, and our reputation and market share may suffer as a result. For example, loss of our personnel, including as a result of voluntary
separations or position eliminations, may cause us to experience operational challenges that impact guest loyalty, owner preference, and our

market share, which could limit our ability to maintain or expand our business and could reduce our profits. Further, reputational damage
from, and the financial impact of, position eliminations, furloughs or reduced work weeks could lead associates to depart the Company and
could make it harder for us or the managers of our franchised properties to recruit new associates in the future. In addition, if we or our hotel
owners or franchisees are unable to access capital to make physical improvements to our hotels, the quality of our hotels may suffer, which
may negatively impact our reputation and guest loyalty, and our market share may suffer as a result. We have received demands or requests
from labor unions that represent our associates and may face additional demands, whether in the course of our periodic renegotiation of our
collective bargaining agreements or otherwise, for additional compensation, healthcare benefits or other terms as a result of COVID-19 that
could increase costs, and we could experience labor disputes or disruptions as we continue to implement our COVID-19 mitigation plans.
COVID-19 could also negatively affect our internal control over financial and other reporting, as many of our personnel are on furlough, and
our remaining personnel are on reduced work weeks and largely required to work from home. Accordingly, new processes, procedures and
controls could be required to respond to changes in our business environment.

·
Risks Related to Expenses: COVID-19 may cause us to incur additional expenses. For example, depending on the length of the furloughs, we
https://www.sec.gov/Archives/edgar/data/1048286/000119312520155949/d935900d424b5.htm[6/1/2020 9:10:36 AM]


424B5
may need to make severance payments to some of our furloughed associates, even if we intend to have the associates return to work in the
future. In addition, the number of associates who separate employment or whose positions are eliminated, and the resulting charges, may be

material. Also, if a hotel closes and has employees covered by an underfunded multi-employer pension plan, we may need to pay a
withdrawal liability to the plan if we do not continue making sufficient contributions to the plan for other covered hotels, and we may be
unable to collect reimbursement from the hotel owner. In addition, COVID-19 could make it more likely that we have to fund shortfalls in
operating profit under our agreements with some hotel owners beyond the additional

S-5
guarantee reserves that we recorded in the 2020 first quarter. COVID-19 also makes it more likely our hotel owners or franchisees will
default on loans we have made to them or will fail to reimburse us for any payments we make to third-party lenders to whom we made
financial guarantees for the timely repayment of all or a portion of the hotel owners' or franchisees' debt related to hotels that we manage or
franchise. Our ability to recover loans and guarantee advances from hotel operations or from owners or franchisees through the proceeds of
hotel sales, refinancing of debt or otherwise may also affect our ability to recycle and raise new capital. Even in situations where we are not
obligated to provide funding to hotel owners, franchisees or joint ventures, we may choose to provide financial or other types of support to

certain of these parties, which could materially increase our expenses. While governments have and may continue to implement various
stimulus and relief programs, it is uncertain whether and to what extent we or our hotel owners or franchisees will be eligible to participate in
such programs, whether conditions or restrictions imposed under such programs will be acceptable, and whether such programs will be
effective in avoiding or sufficiently mitigating the impacts of COVID-19. As a result of COVID-19, we could experience other short or
longer-term impacts on our costs, for example, related to enhanced health and hygiene requirements, such as our recently announced multi-
pronged platform to elevate cleanliness standards and hospitality norms to respond to the new health and safety challenges presented by
COVID-19.

·
Risks Related to Growth: Our growth may also be harmed by COVID-19. Many current and prospective hotel owners and franchisees are
finding it difficult or impossible to obtain hotel financing on commercially viable terms. If COVID-19 or general economic weakness causes
further deterioration in the capital markets for hotels, some projects that are in construction or development, including a few in which we
have minority equity investments, may be unable to draw on existing financing commitments, and replacement financing may not be
available or may only be available on less favorable terms. COVID-19 is also causing construction delays due to government restrictions on

non-essential activities and shortages of supplies caused by supply chain interruptions. As a result, some of the properties in our development
pipeline will not enter our system when we anticipated, or at all, and the rate at which new hotels enter our pipeline may significantly
decrease. Delays, increased costs and other impediments to restructuring projects under development will reduce our ability to realize fees,
recover loans and guarantee advances, or realize returns on equity investments from such projects. In addition, to the extent that existing
hotels exit our system as a result of COVID-19, the overall growth of our system could be negatively impacted.

·
Risks Related to Funding: We have made significant borrowings under our $4.5 billion Credit Facility to increase our cash position and
preserve financial flexibility in light of the impact on global markets resulting from COVID-19. In addition, on April 16, 2020, we completed
our offering of the Series EE Notes. Accordingly, our long-term debt has increased substantially since the onset of COVID-19, and it could
increase further. The increase in our level of debt may adversely affect our financial and operating activities or ability to incur additional
debt. In addition, as a result of the risks described above, we may be required to raise additional capital, and our access to and cost of
financing will depend on, among other things, global economic conditions, conditions in the global financing markets, the availability of
sufficient amounts of financing, our prospects, our credit ratings, and the outlook for the hotel industry as a whole. As a result of COVID-19,

some credit agencies have downgraded our credit ratings. If our credit ratings were to be further downgraded, or general market conditions
were to ascribe higher risk to our credit rating levels, our industry, or our Company, our access to capital and the cost of debt financing will
be further negatively impacted. The interest rate we pay on many of our existing debt instruments, including the Credit Facility and our Series
EE Notes, is affected by our credit ratings. Accordingly, a downgrade may cause our cost of borrowing to further increase. Additionally,
certain of our existing commercial agreements may require us to post or increase collateral in the event of further downgrades. In addition,
the terms of future debt agreements could include more restrictive covenants, or require incremental collateral, which may further restrict our
business operations or cause future financing to be unavailable due to our covenant restrictions then in effect. Also, if we are unable to
comply with the covenants under our Credit Facility, the lenders under

S-6
our Credit Facility will have the right to terminate their commitments thereunder and declare the outstanding loans thereunder to be
immediately due and payable. A default under our Credit Facility could trigger a cross-default, acceleration or other consequences under

other indebtedness, financial instruments or agreements to which we are a party. There is no guarantee that debt financings will be available
in the future to fund our obligations, or will be available on terms consistent with our expectations. Additionally, the impact of COVID-19 on
the financial markets is expected to adversely impact our ability to raise funds through equity financings.
COVID-19, and the volatile regional and global economic conditions stemming from COVID-19, as well as reactions to future pandemics or
resurgences of COVID-19, could also give rise to, aggravate or affect our ability to allocate resources to mitigating the other risk factors that we identify in
our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2020, which in turn could materially adversely affect our business, financial
condition, liquidity, results of operations (including revenues and profitability) and/or stock price. 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.
https://www.sec.gov/Archives/edgar/data/1048286/000119312520155949/d935900d424b5.htm[6/1/2020 9:10:36 AM]


424B5
Risks Relating to the Notes
We depend on cash flow of our subsidiaries to make payments on our securities.
Marriott International, Inc. is in part a holding company. Our subsidiaries conduct a significant percentage of our consolidated operations and own a
significant percentage of our consolidated assets. Consequently, our cash flow and our ability to meet our debt service obligations depend in large part
upon the cash flow of our subsidiaries and the payment of funds by the subsidiaries to us in the form of loans, dividends or otherwise. Our subsidiaries are
not obligated to make funds available to us for payment of our debt securities or preferred stock dividends or otherwise. In addition, their ability to make
any payments will depend on their earnings, the terms of their indebtedness, business and tax considerations and legal restrictions. The notes effectively
rank junior to all liabilities of our subsidiaries. In the event of a bankruptcy, liquidation or dissolution of a subsidiary and following payment of its
liabilities, the subsidiary may not have sufficient assets remaining to make payments to us as a shareholder or otherwise. The Indenture does not limit the
amount of unsecured debt which our subsidiaries may incur. In addition, we and our subsidiaries may incur secured debt and enter into sale and leaseback
transactions, subject to certain limitations. Also, during the applicable waiver period, the April 13, 2020 amendment to the Credit Facility requires us to
provide guarantees of the Credit Facility from any subsidiary (as provided for therein) that borrows or guarantees third-party debt for borrowed money in
excess of $250 million in the future. Although no such subsidiary guarantees are in effect today, we could be required to provide such guarantees in the
future. See "Management's Discussion and Analysis of Financial Condition and Results of Operations--Liquidity and Capital Resources" in our Quarterly
Report on Form 10-Q for the fiscal quarter ended March 31, 2020 and "Description of the Notes--Certain Covenants."
A liquid trading market for the notes may not develop.
There may be no trading market for the notes. We have been advised by the underwriters for this offering that they presently intend to make a market
in the notes after the consummation of the offering contemplated by this prospectus supplement, although they are under no obligation to do so and may
discontinue any market-making activities at any time without any notice. The liquidity of any market for the notes will depend upon the number of holders
of those notes, our performance, the market for similar securities, the interest of securities dealers in making a market in those notes and other factors. A
liquid trading market may not develop for the notes. As a result, the market price of the notes could be adversely affected.

S-7
Ratings of the notes may not reflect all risks of an investment in the notes and negative changes in our credit ratings may adversely affect your
investment in the notes.
We expect the major debt rating agencies to rate and routinely evaluate our debt. The ratings of the notes will primarily reflect our financial strength
and will change in accordance with the rating of our financial strength. As a result of general economic uncertainty and the impact of
the COVID-19 outbreak, (i) on March 23, 2020, Moody's lowered our senior unsecured rating from Baa2 to Baa3, (ii) on April 2, 2020, S&P lowered our
rating from BBB to BBB- and placed us on a negative ratings watch, and (iii) on April 14, 2020, Moody's confirmed our Baa3 senior unsecured rating,
with negative outlook.
Any rating is not a recommendation to purchase, sell or hold any particular security, including the notes. These ratings do not comment as to market
prices or suitability for a particular investor. In addition, ratings at any time may be lowered, placed on negative outlook or watch or withdrawn in their
entirety. Any further actual or anticipated negative changes or downgrades in our credit ratings or ratings outlook or watch, including any announcement
that our ratings are under further review for a downgrade, could increase our corporate borrowing costs and affect the market value of the notes. In
particular, the interest rate payable on the notes offered hereby is subject to adjustment depending upon the ratings assigned to such notes as described in
"Description of the Notes--Terms--Interest Rate Adjustment of the Notes Based on Certain Rating Events." Furthermore, the ratings of the notes may not
reflect the potential impact of all risks related to structure and other factors on any trading market for, or market prices of, the notes.
We may not be able to repurchase the notes upon a change of control repurchase event.
Upon the occurrence of specific kinds of change of control events accompanied by a below investment grade rating event with respect to the notes,
we will be required to offer to purchase all of the notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to the
date of purchase, unless we had previously exercised our right to redeem the notes. If we experience such a change of control and rating downgrade, we
cannot assure you that we would have sufficient financial resources available to satisfy our obligations to repurchase such notes. Our failure to purchase
the notes as required under the terms of the notes would result in a default, which could have material adverse consequences for us and the holders of the
applicable notes. See "Description of the Notes--Change of Control."

S-8
USE OF PROCEEDS
We estimate that the net proceeds from this offering of notes, after deducting the underwriting discount and estimated expenses of this offering, will
be approximately $985 million.
We intend to use the net proceeds from this offering for general corporate purposes, including repayment of outstanding indebtedness, which may
https://www.sec.gov/Archives/edgar/data/1048286/000119312520155949/d935900d424b5.htm[6/1/2020 9:10:36 AM]


424B5
include near term bond maturities or amounts drawn under our Credit Facility.
To the extent we use all or a portion of the net proceeds to repay outstanding borrowings under the Credit Facility, affiliates of certain underwriters
may receive at least 5% of the net offering proceeds in connection with any such repayment. See "Underwriting (Conflicts of Interest)."

S-9
DESCRIPTION OF THE NOTES
General
The notes are governed by a document called the "Indenture." The Indenture is a contract between us and The Bank of New York Mellon, as
successor to JPMorgan Chase Bank, N.A., formerly known as The Chase Manhattan Bank, which acts as trustee (the "Trustee"). The Indenture and its
associated documents contain the full legal text of the matters described in this section. The Indenture and the notes are governed by New York law. A
copy of the Indenture has been filed with the SEC. See "Where You Can Find More Information" for information on how to obtain a copy.
Because this section is a summary, it does not describe every aspect of the notes. This summary is subject to and qualified in its entirety by reference
to all the provisions of the Indenture, including definitions of certain terms used in the Indenture. For example, in this section we use capitalized words to
signify defined terms that have been given special meaning in the Indenture. We describe in this prospectus supplement the meaning of some terms defined
in the Indenture. You should refer to the Indenture for the meanings of all of the defined terms. We also include references in parentheses to certain
sections of the Indenture. Whenever we refer to particular sections or defined terms of the Indenture in this prospectus supplement, such sections or defined
terms are incorporated by reference here.
Terms
The notes will be our general unsecured and senior obligations and will initially be limited to $1,000,000,000 aggregate principal amount. The notes
will mature on June 15, 2030. The notes will rank equally with all of our other unsecured and unsubordinated debt. We will issue the notes under the
Indenture. We may, without the consent of the existing holders of the notes, issue additional notes of the same series having the same terms (other than the
issue date, public offering price and, if applicable, the initial interest payment date) so that such existing notes and additional notes form a single series
under the Indenture.
Marriott International, Inc. is a legal entity separate and distinct from its subsidiaries. Our subsidiaries are not obligated to make required payments
on the notes. Accordingly, Marriott's rights and the rights of holders of the notes to participate in any distribution of the assets or income from any
subsidiary is necessarily subject to the prior claims of creditors of the subsidiary. The Indenture does not limit the amount of unsecured debt which our
subsidiaries may incur. In addition, we and our subsidiaries may incur secured debt and enter into sale and leaseback transactions, subject to the limitations
described under "--Certain Covenants." See also "Risk Factors--Risks Relating to the Notes--We depend on cash flow of our subsidiaries to make
payments on our securities."
The notes will not be entitled to the benefit of any sinking fund or other mandatory redemption provisions.
Interest on the Notes
The notes will bear interest at a rate of 4.625% per annum. Interest on the notes will accrue from June 1, 2020 and will be payable semi-annually on
June 15 and December 15 of each year, beginning on December 15, 2020, to the person listed as the holder of the note, or any predecessor note, in the
security register at the close of business on the preceding June 1 or December 1 (whether or not a business day), as the case may be. These dates are the
"Regular Record Dates" for the notes.
If any interest payment date, stated maturity date or redemption or repurchase date for the notes is not a business day, the payment otherwise required
to be made on such date will be made on the next business day without any additional payment as a result of such delay.

S-10
Interest Rate Adjustment of the Notes Based on Certain Rating Events
The interest rate payable on the notes will be subject to adjustment from time to time if either Moody's or S&P (or, in either case, a Substitute
Rating Agency (as defined below)) downgrades (or subsequently upgrades) its rating assigned to the notes, as set forth below.
If the rating of the notes from one or both of Moody's or S&P (or, if applicable, any Substitute Rating Agency) is decreased to a rating set forth in
either of the immediately following tables, the interest rate on the notes will increase from the interest rate set forth on the cover page of this prospectus
supplement by an amount equal to the sum of the percentages per annum set forth in the following tables opposite those ratings:

Moody's Rating*

Percentage
Ba1


0.25%
https://www.sec.gov/Archives/edgar/data/1048286/000119312520155949/d935900d424b5.htm[6/1/2020 9:10:36 AM]


424B5
Ba2


0.50%
Ba3


0.75%
B1 or below


1.00%
S&P Rating*

Percentage
BB+


0.25%
BB


0.50%
BB-


0.75%
B+ or below


1.00%

* Including the equivalent ratings of any Substitute Rating Agency
For purposes of making adjustments to the interest rate on the notes, the following rules of interpretation will apply:
(1) if at any time less than two Rating Agencies provide a rating on the notes for reasons not within our control (i) we will use commercially
reasonable efforts to obtain a rating on the notes from a Substitute Rating Agency for purposes of determining any increase or decrease in the interest rate
on the notes pursuant to the tables above, (ii) such Substitute Rating Agency will be substituted for the last Rating Agency to provide a rating on the notes
but which has since ceased to provide such rating, (iii) the relative ratings scale used by such Substitute Rating Agency to assign ratings to senior unsecured
debt will be determined in good faith by an independent investment banking institution of national standing appointed by us and, for purposes of
determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings shall be deemed to be
the equivalent ratings used by Moody's or S&P, as applicable, in such table, and (iv) the interest rate on the notes will increase or decrease, as the case may
be, such that the interest rate equals the interest rate with respect to the notes set forth on the cover page of this prospectus supplement plus the appropriate
percentage, if any, set forth opposite the rating from such Substitute Rating Agency in the applicable table above (taking into account the provisions of
clause (iii) above) (plus any applicable percentage resulting from a decreased rating by the other Rating Agency);
(2) for so long as only one Rating Agency (or Substitute Rating Agency, if applicable) provides a rating on the notes, any increase or decrease in
the interest rate on the notes necessitated by a reduction or increase in the rating by that Rating Agency shall be twice the applicable percentage set forth in
the applicable table above;
(3) if both Rating Agencies cease to provide a rating of the notes for any reason, and no Substitute Rating Agency has provided a rating on the
notes, the interest rate on the notes will increase to, or remain at, as the case may be, 2.00% per annum above the interest rate on the notes prior to any such
adjustment;
(4) if Moody's or S&P ceases to rate the notes or make a rating of the notes publicly available for reasons within our control, we will not be
entitled to obtain a rating from a Substitute Rating Agency and the increase or

S-11
decrease in the interest rate on the notes shall be determined in the manner described above as if either only one or no Rating Agency provides a rating on
the notes, as the case may be;
(5) each interest rate adjustment required by any decrease or increase in a rating as set forth above, whether occasioned by the action of Moody's or
S&P (or, in either case, any Substitute Rating Agency), shall be made independently of (and in addition to) any and all other interest rate adjustments
occasioned by the action of the other Rating Agency;
(6) in no event will (i) the interest rate on the notes be reduced to below the interest rate on the notes at the time of issuance or (ii) the total increase
in the interest rate on the notes exceed 2.00% above the interest rate payable on the notes on the date of their initial issuance; and
(7) subject to clauses (3) and (4) above, no adjustment in the interest rate on the notes shall be made solely as a result of a Rating Agency ceasing
to provide a rating of the notes.
If at any time the interest rate on the notes has been adjusted upward and either of the Rating Agencies subsequently increases its rating of the notes,
the interest rate on the notes will again be adjusted (and decreased, if appropriate) such that the interest rate on the notes equals the original interest rate
payable on the notes prior to any adjustment plus (if applicable) an amount equal to the sum of the percentages per annum set forth opposite the ratings in
the tables above with respect to the ratings assigned to the notes (or deemed assigned) at that time, all calculated in accordance with the rules of
interpretation set forth above. If Moody's or any Substitute Rating Agency subsequently increases its rating on the notes to "Baa3" (or its equivalent if
with respect to any Substitute Rating Agency) or higher and S&P or any Substitute Rating Agency subsequently increases its rating on the notes to "BBB-"
(or its equivalent if with respect to any Substitute Rating Agency) or higher, the interest rate on the notes will be decreased to the interest rate on the notes
prior to any adjustments made pursuant to this section.
Any interest rate increase or decrease described above will take effect from the first day of the interest period following the period in which a rating
change occurs requiring an adjustment in the interest rate. If either Rating Agency changes its rating of the notes more than once during any particular
interest period, the last such change by such Rating Agency to occur will control in the event of a conflict for purposes of any increase or decrease in the
https://www.sec.gov/Archives/edgar/data/1048286/000119312520155949/d935900d424b5.htm[6/1/2020 9:10:36 AM]


Document Outline