Obligation Marriott Global 3.25% ( US571903AK95 ) en USD

Société émettrice Marriott Global
Prix sur le marché 100 %  ▲ 
Pays  Etas-Unis
Code ISIN  US571903AK95 ( en USD )
Coupon 3.25% par an ( paiement semestriel )
Echéance 15/09/2022 - Obligation échue



Prospectus brochure de l'obligation Marriott International US571903AK95 en USD 3.25%, échue


Montant Minimal 2 000 USD
Montant de l'émission 350 000 000 USD
Cusip 571903AK9
Notation Standard & Poor's ( S&P ) NR
Notation Moody's NR
Description détaillée Marriott International est une entreprise hôtelière multinationale américaine qui possède, gère, concède des licences et franchise des hôtels, des centres de villégiature, des résidences et des programmes de location de vacances sous diverses marques à l'échelle mondiale.

Cet article se concentre sur une obligation émise par Marriott International, un leader mondial de l'hôtellerie, reconnu pour son portefeuille étendu de marques et sa présence significative dans la gestion, la franchise et la licence de propriétés hôtelières à travers le monde. L'instrument de dette en question, identifié par son code ISIN US571903AK95 et son code CUSIP 571903AK9, était une obligation libellée en dollars américains (USD) et émise depuis les États-Unis. Initialement, le montant nominal total de cette émission s'élevait à 350 000 000 USD, et la dénomination minimale d'achat pour les investisseurs était de 2 000 USD. Cette obligation portait un taux d'intérêt nominal de 3,25%, avec des paiements d'intérêts effectués deux fois par an, reflétant une fréquence de paiement de 2. Il est crucial de noter que cette obligation a atteint sa date de maturité le 15 septembre 2022 et a, par conséquent, été entièrement remboursée à sa valeur nominale de 100% sur le marché, assurant le remboursement intégral du capital aux détenteurs. En ce qui concerne l'évaluation par les agences de notation financière, cette obligation spécifique n'a pas été notée par Standard & Poor's (S&P), affichant la mention "NR" (Not Rated), ni par Moody's, qui a également indiqué "NR" pour cet instrument.







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CALCULATION OF REGISTRATION FEE


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

Registered

Per Unit

Offering Price

Registration Fee
3.250% Series L Notes due 2022

$350,000,000
100%

$350,000,000
$40,110


Filed Pursuant to Rule 424(b)(5)
Registration No. 333-179554
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PROSPECTUS SUPPLEMENT
(To prospectus dated February 16, 2012)

3.250% Series L Notes due 2022


We will pay interest on the notes on March 15 and September 15 of each year, beginning March 15, 2013. The notes will mature
on September 15, 2022. 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)

99.711%
$348,988,500
Underwriting discount

0.650%
$ 2,275,000
Proceeds, before expenses, to Marriott International, Inc.

99.061%
$346,713,500
(1) Plus accrued interest from September 10, 2012, 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 S.A./N.V., as operator of the Euroclear System, and Clearstream Banking S.A.)
on or about September 10, 2012.


Joint Book-Running Managers




Senior Co-Managers

Barclays

BofA Merrill Lynch

Citigroup

Deutsche Bank Securities
Goldman, Sachs & Co.

HSBC

RBS


Co-Managers

BNP PARIBAS

Credit Suisse

Mitsubishi UFJ Securities

PNC Capital Markets LLC
Scotiabank
SunTrust Robinson Humphrey

The Williams Capital Group, L.P.

US Bancorp
The date of this prospectus supplement is September 5, 2012.
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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-5

Ratio of Earnings to Fixed Charges
S-5

Description of the Series L Notes
S-6

Material United States Federal Income Tax Consequences
S-23
Underwriting
S-28
Legal Matters
S-32
Experts
S-32
Where You Can Find More Information
S-33
Incorporation by Reference
S-33
Prospectus

Where You Can Find More Information
1

Incorporation by Reference
2

Use of Proceeds
3

Description of Securities
3

Selling Security Holders
3

Legal Matters
4

Experts
4



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.

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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
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 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 Quarterly Report on Form 10-Q for the fiscal quarter ended June 15, 2012, and
other statements preceded by, followed by or that include the words "believes," "expects," "anticipates," "intends," "plans,"
"estimates" or similar expressions.
Forward-looking statements are subject to a number of risks and uncertainties which could cause actual results to differ
materially from those expressed in these forward-looking statements, including the risks and uncertainties described on page S-4 of
this prospectus supplement and other factors described from time to time in our various public filings which we incorporate by
reference in this prospectus supplement and in the accompanying prospectus. We therefore caution you not to rely unduly on any
forward-looking statements. 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 as a result of new information, future
developments or otherwise.

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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 hotels and timeshare properties under numerous brand names at different price and service points. We also develop,
operate, and market residential properties and provide services to home/condominium owner associations. We group our
operations into four business segments, North American Full-Service Lodging, North American Limited-Service Lodging,
International Lodging and Luxury Lodging, which represented 44%, 19%, 10% and 14%, respectively, of our total sales in the
fiscal year ended December 30, 2011. Our unallocated corporate represented 1% and our former Timeshare segment represented
12% of our total sales in the fiscal year ended December 30, 2011.
We operate or franchise 3,748 lodging properties worldwide, with 646,110 rooms as of the end of the 2012 second quarter,
June 15, 2012, inclusive of 35 home and condominium products (3,927 units) for which we manage the related owners'
associations. We believe that our portfolio of lodging brands is the broadest of any company in the world. Consistent with our
focus on management, franchising, and licensing we own very few of our lodging properties. Our brands are listed in the
following table:

Marriott® Hotels & Resorts
Marriott Executive Apartments®
JW Marriott®
The Ritz-Carlton®
Renaissance® Hotels
Bulgari Hotels & Resorts®
Autograph Collection®
EDITION®
Courtyard by Marriott®
AC Hotels by Marriott
Fairfield Inn & Suites by Marriott®
Marriott Vacation Club®
SpringHill Suites by Marriott®
The Ritz-Carlton Destination Club®
Residence Inn by Marriott®
The Ritz-Carlton Residences®
TownePlace Suites by Marriott®
Grand Residences by Marriott®
Our principal executive offices are located at 10400 Fernwood Road, Bethesda, Maryland 20817. Our telephone number is
(301) 380-3000.


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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 Series L Notes."

Issuer
Marriott International, Inc.

Notes offered
$350,000,000 aggregate principal amount of 3.250% Series L Notes due 2022.

Maturity
September 15, 2022.

Interest payment dates
Interest will be payable semi-annually on March 15 and September 15 of each
year, beginning on March 15, 2013.

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 effectively rank junior to all liabilities of our subsidiaries.

Optional redemption
We may redeem the notes in whole or in part from time to time prior to June 15,
2022 (three months prior to the maturity date of the notes), at our option, at a
redemption price described under the heading "Description of the Series L
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 on or after June 15, 2022 (three months prior to the maturity date of the
notes), at our option, 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.

Purchase of notes upon a change of control
If we experience a change of control (defined herein) and the notes are rated
repurchase event
below investment grade (defined herein) by Standard & Poor's Ratings Services
and Moody's Investors Service, Inc. (or the equivalent under any successor
rating categories of Standard and Poor'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 Series L 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 Series L Notes--Certain Covenants."

Further issuances of notes
We will issue the notes under the Indenture. We may, without the consent of the
existing holders of the notes, issue additional notes having the same terms so that
the existing notes and the additional notes form a single series under the
Indenture.


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

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 $346.2 million. We intend to use these net proceeds for general
corporate purposes, which may include working capital, capital expenditures,
acquisitions, stock repurchases or repayment of outstanding commercial paper
borrowings. Pending any application of the net proceeds of the notes, we intend
to invest the net proceeds in short term investment grade securities. See "Use of
Proceeds."


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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 June 15, 2012, before investing in
the notes offered by this prospectus supplement.
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 governing
the notes 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. See "Description of the Series L
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 the notes, our performance, the market for similar securities, the
interest of securities dealers in making a market in the 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.
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, 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, there can be no assurance that we would have sufficient financial resources available to
satisfy our obligations to repurchase the 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 notes. See "Description of the Series L
Notes--Change of Control."

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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 $346.2 million. We intend to use these net proceeds for general corporate purposes, which may
include working capital, capital expenditures, acquisitions, stock repurchases or repayment of outstanding commercial paper
borrowings as they come due. Pending any application of the net proceeds of the notes, we intend to invest the net proceeds in short
term investment grade securities.
RATIO OF EARNINGS TO FIXED CHARGES
Our ratio of earnings to fixed charges for the periods indicated is as follows:

Second Quarter
Year-to-Date

Fiscal Year
2012

2011
2011
2010
2009
2008
2007
4.0x

3.6x
2.3x
2.9x
*

3.1x
4.3x
* In 2009, earnings were inadequate to cover fixed charges by approximately $364 million.
In calculating the ratio of earnings to fixed charges, earnings represent income from continuing operations before income taxes
and minority interest (i) plus (income)/loss for equity method investees, fixed charges, distributed income of equity method investees
and minority interest in pre-tax loss and (ii) minus interest capitalized. Fixed charges represent interest (including amounts
capitalized) and that portion of rental expense deemed representative of interest.

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DESCRIPTION OF THE SERIES L 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
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 Securities and Exchange Commission ("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 $350,000,000 aggregate principal
amount. The notes will mature on September 15, 2022. 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 having the same terms so that the existing notes and the additional notes form a single series under the
Indenture.
The notes will bear interest at a rate of 3.250% per annum from September 10, 2012. We will pay interest on the notes on March
15 and September 15 of each year, beginning March 15, 2013, 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 February 28 or August 31, as the case may be. These dates are the
"regular record dates."
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."
The notes will not be entitled to the benefit of any sinking fund or other mandatory redemption provisions.
The Trustee
The Trustee under the Indenture has two main roles. First, the Trustee can enforce your rights against us if we default on our
obligations under our debt securities. There are some limitations on the extent to which the Trustee acts on your behalf, described
below under "--Remedies If an Event of Default Occurs." Second, the Trustee performs administrative duties for us, such as sending
you interest payments, sending you notices and transferring your debt securities to a new buyer if you sell.

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