Obligation Marriott Global 2.3% ( US571903AR49 ) en USD

Marriott Global

100 % ▼

Etats-unis

US571903AR49 ( en USD )

2.3% par an ( paiement semestriel )

15/01/2022 - Obligation échue

Prospectus brochure de l'obligation Marriott International US571903AR49 en USD 2.3%, échue

2 000 USD

750 000 000 USD

571903AR4

BBB- ( Qualité moyenne inférieure )

Baa3 ( Qualité moyenne inférieure )

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.

L'Obligation émise par Marriott Global ( Etats-unis ) , en USD, avec le code ISIN US571903AR49, paye un coupon de 2.3% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/01/2022

L'Obligation émise par Marriott Global ( Etats-unis ) , en USD, avec le code ISIN US571903AR49, a été notée Baa3 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Marriott Global ( Etats-unis ) , en USD, avec le code ISIN US571903AR49, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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424B5 1 d183604d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-202172
CALCULATION OF REGISTRATION FEE

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

Registered

Per Note

Offering Price
Registration Fee
2.300% Series Q Notes due 2022
$750,000,000
100%

$750,000,000

$75,525
3.125% Series R Notes due 2026
$750,000,000
100%

$750,000,000

$75,525
Total
$1,500,000,000
100%
$1,500,000,000
$151,050

Table of Contents

PROSPECTUS SUPPLEMENT
(To prospectus dated February 19, 2015)
$1,500,000,000
Marriott International, Inc.
$750,000,000 2.300% Series Q Notes due 2022
$750,000,000 3.125% Series R Notes due 2026

The 2.300% Series Q Notes due 2022 (the "Series Q Notes") will bear interest at the rate of 2.300% per year. The 3.125% Series R Notes due 2026 (the "Series R
Notes" and, together with the Series Q Notes, the "notes") will bear interest at the rate of 3.125% per year. The Series Q Notes will mature on January 15, 2022. We will
pay interest on the Series Q Notes on January 15 and July 15 of each year, beginning on January 15, 2017. The Series R Notes will mature on June 15, 2026. We will pay
interest on the Series R Notes on June 15 and December 15 of each year, beginning on December 15, 2016. We may redeem some or all of each series 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 are being issued in connection with the merger between Marriott International, Inc. ("Marriott") and Starwood Hotels & Resorts Worldwide, Inc.
("Starwood") in a series of transactions after which Starwood will be an indirect wholly owned subsidiary of the Marriott (the "Starwood Combination") (as described in
more detail and defined under the caption "Summary--Recent Developments").
The Starwood Combination and other proposed transactions contemplated by the Merger Agreement have not been completed as of the date of this prospectus
supplement. This offering is not conditioned upon the completion of the Starwood Combination, which, if completed, will occur subsequent to the closing of this offering.
The notes will be our unsecured obligations and rank equally with all of our other unsecured senior indebtedness. The notes of each series 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-5 of this prospectus
supplement.

Per Series Q
Per Series R

Note

Total

Note

Total

Public offering price (1)

99.587%
$746,902,500

99.667%
$747,502,500
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Underwriting discount

0.600%
$
4,500,000

0.650%
$
4,875,000
Proceeds, before expenses, to Marriott International, Inc.

98.987%
$742,402,500

99.017%
$742,627,500

(1) Plus accrued interest from June 10, 2016, 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 June 10, 2016.

Joint Book-Running Managers

Deutsche Bank Securities

BofA Merrill Lynch

J.P. Morgan

Passive Book-Running Managers

Scotiabank

US Bancorp

Wells Fargo Securities

Senior Co-Managers

Goldman, Sachs & Co.

HSBC

SunTrust Robinson Humphrey

Co-Managers
Barclays

BNP PARIBAS

BNY Mellon Capital Markets, LLC

Capital One Securities
MUFG

PNC Capital Markets LLC

Loop Capital Markets

The Williams Capital Group, L.P.
The date of this prospectus supplement is June 7, 2016.
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

About this Prospectus Supplement
S-ii
Forward-Looking Statements
S-ii
Summary
S-1
Risk Factors
S-5
Use of Proceeds
S-7
Ratio of Earnings to Fixed Charges
S-8
Description of the Notes
S-9
Material United States Federal Income Tax Consequences
S-
26
Underwriting
S-
32
Legal Matters
S-
37
Experts
S-
37
Where You Can Find More Information
S-
38
Incorporation by Reference
S-
38
Prospectus

Where You Can Find More Information

1
Incorporation by Reference

1
Use of Proceeds

2
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Description of Securities

2
Selling Security Holders

2
Validity of Securities

2
Experts

3
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
Table of Contents
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 March 31, 2016, 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-5 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.

S-ii
Table of Contents
SUMMARY
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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 operate, market, and develop
residential properties and provide services to home/condominium owner associations. We group our operations into three business segments,
North American Full-Service, North American Limited-Service and International, which represented 60.9%, 22.0% and 15.2%, respectively,
of our total sales in the fiscal year ended December 31, 2015. Our unallocated corporate represented 1.9% of our total sales in the fiscal year
ended December 31, 2015.
We operate, franchise or license 4,480 properties worldwide, with 767,570 rooms as of March 31, 2016. We believe that our portfolio of
brands is the broadest 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:

· The Ritz-Carlton®
· Gaylord Hotels®
· Bulgari® Hotels & Resorts
· AC Hotels by Marriott®
· EDITION®
· Courtyard by Marriott® ("Courtyard®")
· JW Marriott®
· Residence Inn by Marriott® ("Residence Inn®")
· Autograph Collection® Hotels
· SpringHill Suites by Marriott® ("SpringHill Suites®")
· Renaissance® Hotels
· Fairfield Inn & Suites by Marriott® ("Fairfield Inn & Suites®")
· Marriott Hotels®
· TownePlace Suites by Marriott® ("TownePlace Suites®")
· Delta Hotels and Resorts®
· Protea Hotels®
· Marriott Executive Apartments®
· Moxy Hotels®
· Marriott Vacation Club®

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

S-1
Table of Contents
Recent Developments
Pending Combination with Starwood Hotels & Resorts Worldwide, Inc. As previously disclosed, on November 15, 2015, we entered into
an Agreement and Plan of Merger, as amended by Amendment Number 1, dated as of March 20, 2016 (collectively, the "Merger Agreement")
to combine with Starwood. The Merger Agreement provides for Marriott to combine with Starwood in a series of transactions after which
Starwood will be an indirect wholly owned subsidiary of Marriott (the "Starwood Combination"). If these transactions are completed,
shareholders of Starwood will receive 0.80 shares of our Class A Common Stock, par value $0.01 per share, and $21.00 in cash, without
interest, (collectively, the "Merger Consideration") for each share of Starwood common stock, par value $0.01 per share, that they own
immediately before the closing date of these transactions. We expect that the combination will close in mid-2016, after remaining customary
conditions are satisfied, including required antitrust approvals. This offering of notes is not conditioned on the consummation of the Starwood
Combination and we cannot assure you that the Starwood Combination will be completed. The notes offered hereby will remain outstanding
whether or not the Starwood Combination is completed.
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Starwood, a Maryland corporation, is one of the largest hotel and leisure companies in the world, with over 1,300 properties providing
approximately 373,000 rooms in approximately 100 countries. Starwood conducts its hotel and leisure business both directly and through its
subsidiaries.
Financing Arrangements for the Starwood Combination. We expect the sources of permanent financing for the Starwood Combination to
consist of:

· the proceeds from the sale of the notes in this offering; and

· borrowings under our multicurrency revolving credit agreement (the "Credit Facility").
We are in the process of amending and restating the Credit Facility to increase the aggregate amount of available borrowings to up to
$4.0 billion and extend its expiration to 2021. We expect to complete the amendment and restatement during the 2016 second quarter, prior to
the closing of the Starwood Combination.
In addition to the Credit Facility, on March 20, 2016, when we entered into the amendment to the Merger Agreement, we also obtained a
commitment letter for a $3.5 billion 364-day senior bridge term loan facility (the "Bridge Facility Commitment"). We are pursuing alternative
financing to the Bridge Facility Commitment, such as this offering and the amendment and restatement of our current Credit Facility discussed
above, and expect to finance the cash required to complete the Starwood Combination using a combination of variable and fixed rate debt
instruments with varying maturities, although we cannot assure that such financing will be available at all, or on acceptable terms.
We are currently considering strategies to address Starwood's outstanding public debt following completion of the Starwood
Combination and intend to take the steps necessary to cause Starwood's outstanding public debt to be pari passu with the outstanding public
debt of Marriott International, Inc.

S-2
Table of Contents
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
$1,500,000,000 aggregate principal amount of notes consisting of:

$750,000,000 aggregate principal amount of 2.300% Series Q Notes due 2022.

$750,000,000 aggregate principal amount of 3.125% Series R Notes due 2026.

Maturity
The Series Q Notes will mature on January 15, 2022.

The Series R Notes will mature on June 15, 2026.

Interest
The Series Q Notes will bear interest at a rate of 2.300% per annum and the Series R
Notes will bear interest at a rate of 3.125% per annum. Interest on the Series Q Notes
will accrue from June 10, 2016 and will be payable semi-annually on January 15 and
July 15 of each year, beginning on January 15, 2017. Interest on the Series R Notes will
accrue from June 10, 2016 and will be payable semi-annually on June 15 and December
15 of each year, beginning on December 15, 2016.

Ranking
The notes will be our unsecured senior obligations and will rank equally with all of our
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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 of each series in whole or in part from time to time, at our
option, prior to December 15, 2021 (one month prior to the maturity date of the notes),
in the case of the Series Q Notes, and prior to March 15, 2026 (three months prior to the
maturity date of the notes), in the case of the Series R 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 of each
series in whole or in part from time to time, at our option, on or after December 15,
2021 (one month prior to the maturity date of the notes), in the case of the Series Q
Notes and on or after March 15, 2026 (three months prior to the maturity date of the
notes), in the case of the Series R 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.

Purchase of notes upon a change of control repurchaseIf we experience a change of control (defined herein) and the notes of a series are rated
event
below investment grade (defined herein) by

S-3
Table of Contents
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 such series of 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 the Indenture. We may, without the consent of the existing
holders of the notes, issue additional notes of either or both series having the same terms
so that the existing notes and the additional notes form a single series under the
Indenture.

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
$1.48 billion. We intend to use these net proceeds, together with the other sources of
funds described in this prospectus supplement, to finance the cash consideration portion
of the Merger Consideration and related fees and expenses incurred by us in connection
with the Starwood Combination or, if the Starwood Combination is not consummated,
for general corporate purposes, which may include working capital, capital
expenditures, acquisitions, stock repurchases or repayment of outstanding commercial
paper or other borrowings. This offering is not conditioned upon the completion of the
Starwood Combination and we cannot assure you that the Starwood Combination will be
completed. The notes offered hereby will remain outstanding whether or not the
Starwood Combination is completed. See "Use of Proceeds." Pending any application of
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the net proceeds of the notes, we intend to invest the net proceeds in short term
investment grade securities.

S-4
Table of Contents
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, 2016, before investing in the notes offered by this prospectus supplement.
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 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 Notes
--Certain Covenants."
This offering is not conditioned upon the closing of the acquisition and we cannot assure you that the acquisition will be completed.
We have entered into the Merger Agreement under which we will combine with Starwood through a series of transactions. We expect that
the combination will close in mid-2016, after remaining customary conditions are satisfied, including required antitrust approvals. This offering of
notes is not conditioned on the consummation of the Starwood Combination and we cannot assure you that the combination will be completed. The
notes offered hereby will remain outstanding whether or not the combination is completed. See "Summary--Recent Developments" and "Use of
Proceeds."
We have not identified any specific use of the net proceeds of this offering in the event the Merger Agreement is terminated.
Consummation of the Starwood Combination is subject to a number of conditions and, if the Merger Agreement is terminated for any reason,
our board of directors and management will have broad discretion over the use of the net proceeds we receive in this offering. Since the primary
purpose of this offering is to provide funds to pay a portion of the Merger Consideration, we have not identified a specific use for the net proceeds
in the event the Starwood Combination does not occur. Any funds received may be used by us for any corporate purpose. The failure of our
management to use the net proceeds from this offering effectively could have an adverse effect on our business. See "Use of Proceeds."
A liquid trading market for the notes may not develop.
There may be no trading market for either series of the notes. We have been advised by the underwriters for this offering that they presently
intend to make a market in the notes of each series 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 any series of the notes will depend upon the number of holders of those notes, our performance, the market for

S-5
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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
any series of 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, we
cannot assure you 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 Notes--Change of Control."

S-6
Table of Contents
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 $1.48 billion.
We intend to use the net proceeds from the sale of the notes in this offering, together with the other sources of funds described in this
prospectus supplement, to finance the cash consideration portion of the Merger Consideration and related fees and expenses incurred by us in
connection with the Starwood Combination or, if the Starwood Combination is not consummated, for general corporate purposes, which may
include working capital, capital expenditures, acquisitions, stock repurchases or repayment of outstanding commercial paper or other
borrowings. We currently expect the Starwood Combination will close in mid-2016. This offering is not conditioned upon the completion of the
Starwood Combination, which, if completed, will occur subsequent to this offering. We cannot assure you that the Starwood Combination will be
completed. The notes offered hereby will remain outstanding whether or not the Starwood Combination is completed. See "Summary--Recent
Developments."
Pending any application of the net proceeds of the notes, we intend to invest the net proceeds in short term investment grade securities.

S-7
Table of Contents
RATIO OF EARNINGS TO FIXED CHARGES
Our ratio of earnings to fixed charges for the periods indicated is as follows:

Three Months
Ended March 31,

Fiscal Year
2016

2015

2015

2014

2013

2012

2011
6.4x

6.2x

6.4x

6.2x

5.1x

4.6x

2.3x
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.

S-8
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DESCRIPTION OF THE NOTES
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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
Each series of notes is a separate series of debt securities. The notes will be our general unsecured and senior obligations and will initially be
limited to $1,500,000,000 aggregate principal amount. The Series Q Notes and the Series R Notes are initially being offered in the respective
principal amounts of $750,000,000 and $750,000,000. The Series Q Notes will mature on January 15, 2022. The Series R Notes will mature on
June 15, 2026. 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 either or both series having the same terms so that the
existing notes and the additional notes form a single series under the Indenture.
The Series Q Notes will bear interest at a rate of 2.300% per annum and the Series R Notes will bear interest at a rate of 3.125% per annum.
Interest on the Series Q Notes will accrue from June 10, 2016 and will be payable semi-annually on January 15 and July 15 of each year, beginning
on January 15, 2017, 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 December 31 or June 30, as the case may be. These dates are the "regular record dates" for the Series Q Notes. Interest on the Series R
Notes will accrue from June 10, 2016 and will be payable semi-annually on June 15 and December 15 of each year, beginning on December 15,
2016, 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 May 31
or November 30, as the case may be. These dates are the "regular record dates" for the Series R Notes.
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

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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.
Redemption at Our Option
We may redeem the notes of each series in whole or in part from time to time, at our option, prior to December 15, 2021 (one month prior to
the maturity date of the notes), in the case of the Series Q Notes (the "Series Q Par Call Date"), and prior to March 15, 2026 (three months prior to
the maturity date of the notes), in the case of the Series R Notes (the "Series R Par Call Date"), at a redemption price equal to the greater of:

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· 100% of the principal amount of the notes of that series to be redeemed, and

· as determined by the Independent Investment Banker, the sum of the present values of the principal amount of, and remaining scheduled
payments of interest on, the notes to be redeemed (not including any interest accrued as of the redemption date) discounted to the

redemption date on a semi-annual basis on the notes to be redeemed (through to the Series Q Par Call Date in the case of the Series Q
Notes and through to the Series R Par Call Date in the case of the Series R Notes) at the Treasury Rate plus 20 basis points in the case
of the Series Q Notes and plus 25 basis points in the case of the Series R Notes.
We may redeem the notes of each series in whole or in part from time to time, at our option, on or after December 15, 2021 (one month prior
to the maturity date of the notes), in the case of the Series Q Notes, and on or after March 15, 2026 (three months prior to the maturity date of the
notes), in the case of the Series R Notes, at a redemption price equal to 100% of the principal amount of the notes being redeemed.
In the case of any such redemption, we will also pay accrued and unpaid interest to, but not including, the redemption date.
The redemption price will be calculated assuming a 360-day year consisting of twelve 30-day months.
"Treasury Rate" means, with respect to any redemption date, the rate per year equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue (if no maturity is within three months before or after the Remaining Life, yields for the two published maturities most
closely corresponding to the Comparable Treasury Issue shall be determined and the Treasury Rate shall be interpolated or extrapolated from such
yields on a straight line basis, rounding to the nearest month), calculated on the third business day preceding the redemption date, assuming a price
for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that redemption
date.
"Comparable Treasury Issue" means the United States Treasury security selected by the Independent Investment Banker as having a maturity
comparable to the remaining term (assuming that the Series Q Notes matured on the Series Q Par Call Date and the Series R Notes matured on the
Series R Par Call Date) ("Remaining Life") of the notes that would be used, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the notes.
"Comparable Treasury Price" means, with respect to any redemption date:

· the average of the Reference Treasury Dealer Quotations for that redemption date, after excluding the highest and lowest of the

Reference Treasury Dealer Quotations, or

· if the Independent Investment Banker obtains fewer than three Reference Treasury Dealer Quotations, the average of all Reference

Treasury Dealer Quotations so received.
"Independent Investment Banker" means one of the Reference Treasury Dealers appointed by us.

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"Reference Treasury Dealer" means each of Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner &
Smith Incorporated, or an affiliate or successor thereof, unless any of the foregoing ceases to be a primary U.S. government securities dealer in
New York City (a "Primary Treasury Dealer"), in which case we shall substitute another Primary Treasury Dealer, and (b) any other Primary
Treasury Dealer selected by us.
"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as
determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) quoted in writing to the Independent Investment Banker by that Reference Treasury Dealer at 5:00 p.m., New
York City time, on the third business day preceding that redemption date.
We will deliver notice of any redemption at least 15 days but not more than 45 days before the redemption date to each holder of the notes to
be redeemed.
If we choose to redeem less than all of the notes of a series, we will notify the Trustee at least 5 business days prior to giving notice of
redemption, or a shorter period as may be satisfactory to the Trustee, of the series and aggregate principal amount of notes to be redeemed and their
redemption date. The notes to be redeemed in whole or in part will be selected in a manner that complies with the requirements of the Depositary.
Unless we default in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the notes or portions
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