Item 8.01. Other Events.

On May 28, 2020, Marriott International, Inc. ("we") entered into a Terms Agreement with Goldman Sachs & Co. LLC, Deutsche Bank Securities Inc. and the other Underwriters listed on Schedule I thereto (the "Terms Agreement," which incorporates by reference the Underwriting Agreement General Terms and Provisions, dated June 9, 2006 (which we previously filed on June 14, 2006 as Exhibit 1.1 to our Current Report on Form 8-K)) to issue $1.0 billion aggregate principal amount of our 4.625% Series FF Notes due 2030 (the "Notes"). On June 1, 2020, we received net proceeds of approximately $985 million from the offering of the Notes, after deducting the underwriting discount and estimated expenses of the offering. We intend to use the net proceeds from this offering for general corporate purposes, including repayment of outstanding indebtedness, which may include near term bond maturities or amounts drawn under our Fifth Amended and Restated Credit Agreement with Bank of America, N.A., as administrative agent, and certain banks, dated as of June 28, 2019.

We will pay interest on the Notes on June 15 and December 15 of each year, commencing on December 15, 2020. The Notes will mature on June 15, 2030. We may redeem the Notes, in whole or in part, at our option, under the terms provided in the Form of Note.

We issued the Notes under an indenture dated as of November 16, 1998 with The Bank of New York Mellon, as successor to JPMorgan Chase Bank, N.A., formerly known as The Chase Manhattan Bank, as trustee (the "Indenture") (which we previously filed as Exhibit 4.1 to our Annual Report on Form 10-K for the fiscal year ended January 1, 1999).

In connection with the public offering of the Notes, we filed a Prospectus dated February 15, 2018 and a Prospectus Supplement dated May 28, 2020 with the Securities and Exchange Commission, each of which forms a part of our Registration Statement on Form S-3 (Registration No. 333-223058) (the "Registration Statement"). We are filing the Terms Agreement, the Indenture Officers' Certificate pursuant to Section 301 of the Indenture, the Form of Note, and a legal opinion of our counsel, Gibson, Dunn & Crutcher LLP, on the Notes as exhibits to this report for the purpose of incorporating them as exhibits to the Registration Statement.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed with this report:




   1.1        Terms Agreement, dated May 28, 2020, among Marriott International,
            Inc. and the Underwriters named therein.

   4.1        Form of Note for the 4.625% Series FF Notes due 2030.

   4.2        Indenture Officers' Certificate (with respect to the 4.625% Series FF
            Notes due 2030) pursuant to Section 301 of the Indenture, dated June 1,
            2020.

   5.1        Opinion of Gibson, Dunn & Crutcher LLP, dated June 1, 2020.

  23.1        Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1
            hereto).

  104       The cover page to this Current Report on Form 8-K, formatted in inline
            XBRL.

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