Bond Marriott International 5.75% ( US571903BD44 ) in USD

Marriott International

100 % ▼

United States

US571903BD44 ( in USD )

5.75% per year ( payment 2 times a year)

30/04/2025

Prospectus brochure of the bond Marriott International US571903BD44 en USD 5.75%, maturity 30/04/2025

2 000 USD

1 600 000 000 USD

571903BD4

BBB ( Lower medium grade - Investment-grade )

Baa2 ( Lower medium grade - Investment-grade )

01/05/2025 ( In 3 days )

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 International ( United States ) , in USD, with the ISIN code US571903BD44, pays a coupon of 5.75% per year.
The coupons are paid 2 times per year and the Bond maturity is 30/04/2025

The Bond issued by Marriott International ( United States ) , in USD, with the ISIN code US571903BD44, was rated Baa2 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Marriott International ( United States ) , in USD, with the ISIN code US571903BD44, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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Table of Contents
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
5.750% Series EE Notes due 2025

$1,600,000,000

100%

$1,600,000,000

$207,680

Table of Contents
PROSPECTUS SUPPLEMENT
(To prospectus dated February 15, 2018)
$1,600,000,000

Marriott International, Inc.
5.750% Series EE Notes due 2025

The 5.750% Series EE Notes due 2025 (the "notes") will bear interest at the rate of 5.750% per annum. The notes will mature on May 1, 2025. We
will pay interest on the notes on May 1 and November 1 of each year, beginning on November 1, 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-7 of this
prospectus supplement.

Per

Note

Total

Public offering price (1)

99.996%
$ 1,599,936,000
Underwriting discount

1.000%
$
16,000,000
Proceeds, before expenses, to
Marriott International, Inc.

98.996%
$ 1,583,936,000

(1)
Plus accrued interest from April 16, 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.
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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 April 16, 2020.
Joint Book-Running Managers

BofA Securities

J.P. Morgan

Goldman Sachs & Co. LLC

Deutsche Bank Securities

US Bancorp

Senior Co-Managers

SunTrust Robinson
Citigroup
Fifth Third Securities
Scotiabank
Wells Fargo Securities

Humphrey

Co-Managers

BNY Mellon Capital Markets,
Capital One Securities
HSBC
PNC Capital Markets LLC
TD Securities

LLC

The date of this prospectus supplement is April 14, 2020

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-7
Use of Proceeds
S-12
Description of the Notes
S-13
Material United States Federal Income Tax Consequences
S-32
Underwriting (Conflicts of Interest)
S-38
Legal Matters
S-44
Experts
S-44
Where You Can Find More Information
S-45
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
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"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 and statements related to the expected effects on our business of the COVID-19 pandemic,
including the performance of the Company's hotels; RevPAR (as defined herein) for the 2020 first quarter and periods of such quarter; RevPAR,
occupancy, booking and cancelation trends; the closing and funding of the 364-Day Credit Facility (as defined herein); 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 "Summary--Recent Developments" in this prospectus supplement and 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 other statements preceded by, followed by, or that include
the words "believes," "expects," "anticipates," "intends," "plans," "estimates," or similar expressions.
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; 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; 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; 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 the data security incidents; changes in tax laws in countries in
which we earn significant income; the risks and uncertainties described starting on page S-7 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
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.

S-ii
Table of Contents
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.
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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 7,349 properties worldwide, with 1,380,921 rooms as of December 31, 2019. 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:

Our principal executive offices are located at 10400 Fernwood Road, Bethesda, Maryland 20817. Our telephone number is (301) 380-3000.
Recent Developments
New $1.5 Billion 364-Day Revolving Credit Facility Commitment and Leverage Covenant Waiver for Existing Revolving Credit Facility
On April 13, 2020, we entered into a commitment letter (the "Commitment Letter") providing for a 364-day senior unsecured revolving credit
facility in an aggregate principal amount of $1.5 billion (the "364-Day Credit Facility"). The Commitment Letter provides that the available aggregate
principal amount of the 364-Day Credit Facility will generally be reduced by new debt issuances (including senior notes), equity issuances and asset
sales, in each case subject to certain exceptions. The closing and funding of the 364-Day Credit Facility is contingent on the satisfaction of customary
conditions, including the execution and delivery of definitive documentation in accordance with the terms sets forth in the Commitment Letter.
Marriott expects that the net proceeds from this offering will substantially replace the 364-Day Credit Facility that is the subject of the Commitment
Letter the Company executed on April 13, 2020, as described above.

S-1
Table of Contents
In addition, on April 13, 2020, the Company entered into an amendment (the "Amendment") to its Fifth Amended and Restated Credit
Agreement with Bank of America, N.A., as administrative agent, and certain banks, dated as of June 28, 2019 (the "Credit Facility" and, together with
the 364-Day Credit Facility, the "Credit Facilities") that, among other changes, waives the quarterly-tested leverage covenant through and including
the first quarter of 2021 (unless earlier terminated by the Company at its discretion). The Amendment increases the interest and fees payable on the
Credit Facility for the duration of the period during which the waiver of the leverage covenant remains in effect. It also tightens certain existing
covenants and imposes additional covenants for the duration of the waiver period, including tightening the lien covenant and the covenant on
dividends, share repurchases, and distributions, imposing new covenants limiting asset sales, investments and discretionary capital expenditures and
requiring guarantees from any subsidiary (as provided for therein) that borrows or guarantees certain other debt in the future above a specified
threshold. Additionally, a monthly-tested minimum liquidity covenant will apply for the duration of the waiver period. The Credit Facility continues
to provide for $4.5 billion of effective aggregate bank commitments, which as previously announced on April 3, 2020, has been fully drawn down.
COVID-19 Impact
COVID-19 and efforts to contain it had a significant impact on the travel industry starting in the first quarter of 2020. While the Company is still
finalizing the data, the Company expects to report that worldwide systemwide Revenue per Available Room ("RevPAR") declined approximately
23 percent in the first quarter of 2020, with RevPAR in North America down roughly 20 percent. All occupancy and RevPAR statistics are
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comparable, Marriott systemwide, constant-dollar and include hotels that have been temporarily closed due to COVID-19. Unless otherwise stated,
all changes under "--Recent Developments" refer to year-over-year changes for the comparable period. While there have been early signs of
improving demand trends in Greater China, the negative trends in the rest of the world have not yet stabilized. Currently, roughly 25 percent of the
Company's more than 7,300 hotels are temporarily closed. The Company anticipates further hotel closures and erosion in RevPAR performance and
does not expect to see a material improvement until there is a view that the spread of COVID-19 has moderated and governments have lifted
restrictions. Marriott cannot presently estimate the financial impact of this unprecedented situation, which is highly dependent on the severity and
duration of the pandemic, but expects that it will continue to be material to the Company's results.
Business Performance Update
2020 got off to a solid start, with global RevPAR down 0.3 percent worldwide and up 3.2 percent excluding Asia Pacific for the first two
months of the year. As the pandemic accelerated around the world, Marriott saw more significant occupancy and RevPAR declines in March than in
February in all regions except Greater China. The Company expects to report that in March RevPAR decreased approximately 60 percent worldwide,
reflecting declines of around 57 percent in North America, 74 percent in Asia Pacific (with declines of 83 percent in Greater China and 68 percent in
the rest of Asia), 71 percent in Europe, 57 percent in the Caribbean and Latin America, and 56 percent in the Middle East and Africa.
Greater China, where COVID-19 first started to have an impact in late January, has experienced steadily improving RevPAR trends through
March and into April, with occupancy rising to roughly 20 percent in the first week of April, as quarantine measures and travel restrictions ease and
workers return to their jobs. The number of closed hotels in Greater China has declined from over 90 hotels in mid-February to under 20 hotels
today. Leisure and regional transient demand are driving the RevPAR improvement. For example, during the recent Qingming holiday weekend on
April 4 and 5, more than 20 hotels in leisure destination markets ran occupancy over 60 percent, including eight hotels that were sold out.
In the rest of the world, trends have not yet stabilized. North American occupancy levels are currently around 10 percent, and more than
870 hotels, or 16 percent, are temporarily closed, with more closures expected. Occupancy in Europe is currently under 10 percent, with around 500
hotels, or 79 percent, temporarily closed.

S-2
Table of Contents
The Middle East and Africa region currently has roughly 150 hotels temporarily closed, or 54 percent, while hotels temporarily closed in the
Caribbean and Latin America total nearly 200, or 69 percent.
Marriott continues to engage with its customers to navigate through this crisis. While the Company is still seeing historically high levels of
cancellations for stays through the first half of this year and low levels of bookings, many group customers are tentatively rebooking for later this year
and group cancellations for 2021 related to COVID-19 have not been meaningful. Marriott has extended the transient reservation cancellation window
until June 30, 2020 for all existing reservations and is allowing cancellations without charge until 24 hours before the scheduled arrival for new
reservations made between March 13, 2020 and June 30, 2020. For Marriott Bonvoy members, elite status earned in 2019 has been extended until
February 2022. The expiration of Marriott Bonvoy points has also been paused until February 2021, at which time points will expire only if the
account has been inactive for at least 24 months.
The Company is also working to assist healthcare workers who are on the frontline in the fight against COVID-19. With support from its credit
card partners, Marriott has committed to provide up to $10 million worth of hotel stays for healthcare professionals leading the fight against
COVID-19 in the United States. The initiative, called Rooms for Responders, will provide free rooms in some of the areas in the United States most
impacted by the virus. In addition, the Company launched its Community Caregiver Program in the United States, Canada, the Caribbean and Latin
America, which provides special rates for first responders and healthcare professionals who want to book rooms at hotels near the hospitals where
they are working. Nearly 2,500 hotels are currently offering this rate.
Update on Mitigation Plans
As COVID-19 spread throughout the world, Marriott moved quickly to take substantial proactive measures to mitigate the negative financial
and operational impacts for its hotel owners and its own business. Business contingency plans have been implemented around the world and the
Company continues to adjust these in response to the global situation.
On March 18, 2020 Marriott announced at least $140 million of estimated reductions to anticipated 2020 corporate general and administrative
costs, including significant cuts in senior executive salaries. The Company's actions to date have reduced the current monthly run rate of corporate
general and administrative costs by approximately 30 percent compared to the monthly costs initially budgeted for 2020, excluding any bad debt
expense that may be incurred.
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At the property level, Marriott continues to work with owners and franchisees to lower their immediate cash outlays. On March 18, 2020,
Marriott disclosed that it had deferred renovations, certain hotel initiatives and brand standard audits for hotel owners and franchisees. More recently,
the Company has taken additional steps, including reducing by 50 percent the cost of and offering delayed payment for certain systemwide programs
and services charges for April and May, and supporting owners and franchisees who are working with their lenders to utilize furniture, fixtures, and
equipment (FF&E) reserves to meet working capital needs. The Company is also providing owners with information needed as they consider applying
for Small Business Administration loans under the Coronavirus Aid, Relief, and Economic Security (CARES) Act.
The Company also remains focused on significantly lowering the reimbursable expenses it incurs on behalf of its owners and franchisees to
provide centralized programs and services such as loyalty, reservations, marketing and sales, which are generally charged on the basis of hotel revenue
or program usage. Given the significant decline in hotel-level revenues and occupancy currently anticipated, the Company has implemented plans that
it estimates could reduce these centralized, system-funded reimbursable expenses by approximately two-thirds compared to the monthly costs initially
budgeted for 2020.

S-3
Table of Contents
As a result of additional reductions in anticipated corporate and system spending, Marriott expects to eliminate or defer around 40 percent of its
February 19, 2020 yearly investment spending forecast of $700 million to $800 million, compared to the expected reduction of at least one-third
disclosed on March 18, 2020. Marriott will continue to review its investment spending plans for 2020 and could see additional reductions, particularly
in funding obligations related to new unit openings that may be delayed until 2021. Finally, as previously announced on March 18, 2020, Marriott
suspended share repurchases and cash dividends.
The impact of COVID-19 on the Company remains fluid, as does the Company's corporate and property-level response. There remains a great
deal of uncertainty surrounding the trends and duration of that impact, requiring the Company to plan for a wide range of scenarios for full year 2020.
As a result of the operating and financial strategies the Company has implemented, the Company strongly believes that it has sufficient liquidity and
will continue to be able to successfully adapt as the situation evolves.
Cybersecurity Incident
On March 31, 2020, we announced that the Company believes that information for up to approximately 5.2 million guests may have been
accessed through an application using the login credentials of two employees at a franchise property. We confirmed that the credentials were
immediately disabled, reported the incident to relevant authorities and are continuing to investigate the incident. We currently do not believe that the
information involved included Marriott Bonvoy account passwords or PINs, payment card information, passport information, national IDs, or driver's
license numbers. Two consumer lawsuits have been filed since we announced the incident. Additional information on risks related to cybersecurity
incidents appears under "Technology, Information Protection, and Privacy Risk" in Item 1A "Risk Factors" of our Annual Report on Form 10-K for
the year ended December 31, 2019.

S-4
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
$1,600,000,000 aggregate principal amount of 5.750% Series EE Notes due 2025.

Maturity
The notes will mature on May 1, 2025.
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Interest rate
The notes will bear interest at a rate of 5.750% 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 April 16, 2020 and will be payable semiannually on
May 1 and November 1 of each year, beginning on November 1, 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 December 31, 2019, our subsidiaries collectively
had outstanding long term-debt of $325 million, which represents approximately 3.3% of our
total consolidated long-term debt before issuance of the notes. Our total consolidated long-
term debt has increased since December 31, 2019. See "--Recent Developments" and "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 April 1,
2025 (one month 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
April 1, 2025 (one month 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.

S-5
Table of Contents
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.
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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 $1.581
billion. We intend to use these net proceeds for general corporate purposes, which may
include working capital, capital expenditures, acquisitions or repayment of outstanding
commercial paper or other borrowings.

Conflicts of interest
We intend to use the net proceeds from the sale of the notes in this offering for general
corporate purposes, as set forth above in "--Use of proceeds." To the extent we use all or a
portion of the net proceeds to repay outstanding commercial paper borrowings or borrowings
under our 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-6
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 Annual Report on Form
10-K for the fiscal year ended December 31, 2019, before investing in the notes offered by this prospectus supplement.
Risks Relating to Our Business
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 the COVID-19 pandemic 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 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. The pandemic 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. The extent
to which the pandemic 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 the pandemic; 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 the pandemic; actions governments, businesses and individuals take in
response to the pandemic, including limiting or banning travel; and how quickly economies, travel activity, and demand for lodging recovers after the
pandemic subsides.
The COVID-19 pandemic 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 revenues and liquidity. COVID-19 could also negatively
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 the pandemic significantly impacts spending patterns of co-brand cardholders, we may receive lower fees and less funding from the
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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.

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Table of Contents
·
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 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. 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, if our furloughed personnel do not return to work with us when the COVID-19 pandemic subsides, including
because they find new jobs during the furlough, we may experience operational challenges that impact guest loyalty, owner preference, and
our market share, which could limit our ability to grow and expand our business and could reduce our profits. Further, reputational damage

from, and the financial impact of, 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 may also face demands or requests from labor unions that
represent our associates, 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.

·
Risks Related to Expenses: COVID-19 may cause us to incur additional expenses. For example, depending on the length of the furloughs, we
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. 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. 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 find it necessary in the interest of our business 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. Even after the COVID-19 pandemic subsides, we
could experience a longer-term impact on our costs, for example, the need for enhanced health and hygiene requirements in one or more
regions in attempts to counteract future outbreaks.

·
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

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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 new hotels may not continue to enter our pipeline at the same rate as in the past. 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.
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·
Risks Related to Funding: As we previously announced, we have borrowed the full amount available under the Credit Facility to increase our
cash position and preserve financial flexibility in light of the impact on global markets resulting from COVID-19, and accordingly, our long-
term debt has increased substantially since December 31, 2019. In addition, we have entered into the Commitment Letter providing for the
364-Day Credit Facility, closing and funding of which is contingent on the satisfaction of customary conditions. To the extent we draw under
the 364-Day Credit Facility, our short-term debt could also increase substantially. 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, 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 Facilities, the lenders under our Credit Facilities 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 Facilities could trigger a cross-default, acceleration or other consequences under other indebtedness or financial instruments
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 the pandemic, as well as reactions to future pandemics or
resurgences of COVID-19, could also precipitate or aggravate the other risk factors that we identify in our 2019 Form 10-K, 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.

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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 waiver period, the 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 "Summary--
Recent Developments" 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.
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
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