Obligation Marriott Global 5.81% ( US571900AZ26 ) en USD

Marriott Global

100 % ⇌

Etas-Unis

US571900AZ26 ( en USD )

5.81% par an ( paiement semestriel )

10/11/2015 - Obligation échue

Prospectus brochure de l'obligation Marriott International US571900AZ26 en USD 5.81%, échue

1 000 USD

427 231 000 USD

571900AZ2

BBB ( Qualité moyenne inférieure )

Baa2 ( 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 ( Etas-Unis ) , en USD, avec le code ISIN US571900AZ26, paye un coupon de 5.81% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 10/11/2015

L'Obligation émise par Marriott Global ( Etas-Unis ) , en USD, avec le code ISIN US571900AZ26, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Marriott Global ( Etas-Unis ) , en USD, avec le code ISIN US571900AZ26, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

424(b)(3)
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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-131639
$427,231,000

MARRIOTT INTERNATIONAL, INC.
OFFER TO EXCHANGE
ALL OUTSTANDING
5.81% Series G Notes Due 2015
($427,231,000 aggregate principal amount outstanding)
for
5.81% Series G Notes Due 2015
Registered Under the Securities Act of 1933
· The exchange offer expires at 5:00 p.m., New York City time, on May 8, 2006, unless extended.
· The exchange offer is not subject to any conditions other than that the exchange offer will not violate any
applicable law or interpretation of the staff of the Securities and Exchange Commission and that there be no
pending or threatened proceeding that would reasonably be expected to impair our ability to proceed with the
exchange offer.
· All outstanding notes that are validly tendered and not validly withdrawn will be exchanged.
· Tenders of outstanding notes may be withdrawn at any time before 5:00 p.m. on the date of expiration of the
exchange offer.
· The exchange of notes will not be a taxable exchange for U.S. federal income tax purposes.
· We will not receive any proceeds from the exchange offer.
· The terms of the new notes to be issued are substantially identical to the outstanding notes, except for transfer
restrictions and registration rights relating to the outstanding notes.
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See the section entitled " Risk Factors" that begins on page 6 for a discussion of the risks that you
should consider prior to tendering your outstanding notes for exchange.

Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is April 6, 2006.
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TABLE OF CONTENTS

Where You Can Find More Information

i
Incorporation by Reference

i
Summary

1
Risk Factors

6
Forward-Looking Statements

7
Use of Proceeds

7
Selected Financial Data

8
Ratio of Earnings to Fixed Charges

8
The Exchange Offer

9
Description of New Notes
18
Book-Entry System
29
Certain ERISA Considerations
31
Certain U.S. Federal Income Tax Consequences
32
Plan of Distribution
34
Legal Matters
34
Experts
34

WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other information with the Securities and
Exchange Commission, or the SEC. You can inspect and copy these reports, proxy statements and other
information at the public reference facilities of the SEC at the SEC's Public Reference Room located at 100 F
Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the
operation of the Public Reference Room. The SEC also maintains a web site that contains reports, proxy and
information statements and other information regarding registrants that file electronically with the SEC (http://
www.sec.gov). Our internet address is www.marriott.com. You can inspect reports and other information we file
at the office of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.
We have filed a registration statement and related exhibits with the SEC under the Securities Act of 1933, as
amended, or the Securities Act. The registration statements contain additional information about us and the
securities we may issue. You may inspect the registration statement and exhibits without charge at the office of
the SEC at 100 F Street, N.E., Washington, D.C. 20549, and you may obtain copies from the SEC at prescribed
rates.
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INCORPORATION BY REFERENCE
The SEC allows us to "incorporate by reference" information into this prospectus, which means that we can
disclose important information to you by referring to those documents. We hereby "incorporate by reference" the
documents listed below, which means that we are disclosing important information to you by referring you to
those documents. The information that we file later with the SEC will automatically update and in some cases
supersede this information. Specifically, we incorporate by reference the following documents or information
filed with the SEC (other than, in each case, documents or information deemed to have been furnished and not
filed in accordance with SEC rules):

· Our Annual Report on Form 10-K for the year ended December 30, 2005;

· Our Current Reports on Form 8-K filed on February 6, and February 7, 2006;

· Our Proxy Statement filed on March 22, 2006; and

i
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· Future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange

Act of 1934 after the date of this prospectus and before the completion of this exchange offer.
You may request a copy of these filings at no cost by writing or telephoning us at the following address:
Corporate Secretary
Marriott International, Inc.
Marriott Drive, Department 52/862
Washington, D.C. 20058
(301) 380-3000
In order to obtain timely delivery of any requested information, we must receive your request by May 2,
2006, or the date that is no later than five business days before the expiration date.
You should rely only on the information incorporated by reference or provided in this prospectus. We have not
authorized anyone else to provide you with other information.

ii
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SUMMARY
The following summary highlights selected information from this prospectus and may not contain all of the
information that is important to you. This prospectus includes the basic terms of the exchange offer and the
new notes we are offering, as well as information regarding our business and financial data. We encourage you
to read this prospectus in its entirety as well as the information incorporated by reference. Unless the context
otherwise requires, references in this prospectus to "we," "us" or "Marriott" mean Marriott International, Inc.
and its predecessors and consolidated subsidiaries.

MARRIOTT INTERNATIONAL, INC.
We are one of the world's leading lodging companies. We are a worldwide operator and franchisor of hotels
and related lodging facilities. We group our operations into five business segments, Full-Service Lodging,
Select-Service Lodging, Extended-Stay Lodging, Timeshare and Synthetic Fuel, which represented 65%, 11%,
5%, 15% and 4%, respectively, of our total sales in the year ended December 30, 2005.
In our Lodging business, which includes our Full-Service, Select-Service, Extended-Stay and Timeshare
segments, we develop, operate and franchise hotels and corporate housing properties under 13 separate brand
names, and we develop, operate and market Marriott timeshare properties under four separate brand names.
Our synthetic fuel operation consists of our interest in four coal-based synthetic fuel production facilities
whose operations qualify for tax credits based on Section 29 of the Internal Revenue Code.
We operate or franchise 2,741 lodging properties worldwide, with 499,165 rooms as of December 30, 2005. In
addition, we provide 1,850 furnished corporate housing rental units. We believe that our portfolio of lodging
brands is the broadest of any company in the world and that we are the leader in the quality tier of the vacation
timesharing business. Consistent with our focus on management and franchising, we own very few of our
lodging properties. Our lodging brands include:

Full-Service Lodging
Extended-Stay Lodging

· Marriott Hotels & Resorts

· Residence Inn
· Marriott Conference Centers

· TownePlace Suites
· JW Marriott Hotels & Resorts

· Marriott ExecuStay
· The Ritz-Carlton

· Marriott Executive Apartments
· Renaissance Hotels & Resorts

· Bulgari Hotels & Resorts

Select-Service Lodging
Timeshare

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· Courtyard

· Marriott Vacation Club International
· Fairfield Inn

· The Ritz-Carlton Club
· SpringHill Suites

· Grand Residences by Marriott

· Horizons by Marriott Vacation Club

International

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

1
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SUMMARY OF THE EXCHANGE OFFER
Background

On November 10, 2005, we consummated our offers to exchange any or all of our then outstanding 7% Series
E Notes due 2008, or the Series E Notes, and any or all of our then outstanding 77/8% Series C Notes due 2009,
which together with the Series E Notes we collectively refer to as the old notes, for our outstanding 5.81%
Series G Notes due 2015, which we refer to as the outstanding notes. We sometimes refer to the offers to
exchange the old notes for outstanding notes as the previous exchange offers. In connection with the previous
exchange offers, we entered into a registration rights agreement with the dealer managers of the previous
exchange offers. Under the registration rights agreement, we agreed, for the benefit of the holders of the
outstanding notes, at our cost, to:

· file, not later than February 8, 2006, the registration statement of which this prospectus forms a
part to exchange the outstanding notes for new notes with substantially identical terms that are
registered under the Securities Act;

· use our reasonable efforts to cause the registration statement to be declared effective by June 23,
2006; and

· use our reasonable efforts to complete the exchange offer by August 7, 2006.
A copy of the registration rights agreement is filed as an exhibit to the registration statement of which this
prospectus forms a part.

Securities Offered
5.81% Series G Notes due 2015.

The Exchange Offer
We are offering to issue registered new notes in exchange for like
principal amount and like denominations of the outstanding notes. We
are offering to issue these registered new notes to satisfy our obligations
under the registration rights agreement. You may tender your
outstanding notes for exchange by following the procedures described
under the heading "The Exchange Offer--Procedures for Tendering
Outstanding Notes."

Conditions of the Exchange Offer The exchange offer is subject to specified conditions described under
the caption "The Exchange Offer--Conditions to the Exchange Offer,"
some of which we may waive in our sole discretion. The exchange offer
is not conditioned upon any minimum principal amount of outstanding
notes being tendered.

Extensions; Amendments
We reserve the right:

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· to delay the acceptance of any outstanding notes;

· to extend the expiration date of the exchange offer and
retain all outstanding notes tendered pursuant to the

exchange offer;

· to terminate the exchange offer and to refuse to accept
outstanding notes not previously accepted, if one or more

specified conditions occur; and/or

· to amend the terms of the exchange offer in any

manner.

See "The Exchange Offer--Expiration Date; Extensions; Amendments."

Denomination of New Notes
New notes will be issued in minimum denominations of $1,000 and
integral multiples of $1,000.

2
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Tenders; Expiration Date
The exchange offer will expire at 5:00 p.m., New York City time, on
May 8, 2006, unless we extend that time. We will extend the duration
of the exchange offer as required by applicable law, and may choose to
extend in order to provide additional time for holders of outstanding
notes to tender their notes for exchange. If we decide for any reason
not to accept any outstanding notes you have tendered for exchange,
those outstanding notes will be returned to you without cost promptly
after the expiration or termination of the exchange offer. See "The

Exchange Offer--Expiration Date; Extensions; Amendments."

Withdrawal
You may withdraw tenders of outstanding notes at any time prior to
the expiration date by delivering a written notice of withdrawal to the
exchange agent in conformity with the procedures discussed under

"The Exchange Offer--Withdrawal Rights."

Settlement Date
The settlement date of the exchange offer will be the third business

day following the expiration date or as soon as practicable thereafter.

Certain U.S. Federal Income Tax
You should review the information set forth under "Certain U.S.
Consequences
Federal Income Tax Consequences" before tendering outstanding

notes in the exchange offer.

Use of Proceeds

We will not receive any cash proceeds from the exchange offer.

Exchange Agent
JPMorgan Chase Bank, N.A., is serving as the exchange agent in
connection with this exchange offer. The address and telephone
numbers of JPMorgan Chase Bank are listed under the caption "The

Exchange Offer--Exchange Agent."

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