Item 7.01. Regulation FD Disclosure.



On September 22, 2021, Marriott International, Inc. ("we") announced the pricing
of the previously announced cash tender offer for up to $1,000,000,000 aggregate
principal amount of our outstanding 5.750% Series EE Notes due 2025, 3.750%
Series P Notes due 2025 and 3.750% Series V Notes due 2025 (such tender offer,
the "Tender Offer") and the satisfaction of the Financing Condition (as defined
in the Offer to Purchase, dated as of September 8, 2021 (as amended, the "Offer
to Purchase")). The Tender Offer is subject to the terms and conditions set
forth in the Offer to Purchase. A copy of the news release announcing the
pricing of the Tender Offer and the satisfaction of the Financing Condition,
which describes the pricing of the Tender Offer and the satisfaction of the
Financing Condition in greater detail, is hereby incorporated by reference and
attached hereto as Exhibit 99.1.

The foregoing description and the other information in this Current Report on
Form 8-K regarding the pricing of the Tender Offer and the satisfaction of the
Financing Condition are included in this report solely for informational
purposes. The information reported in this Item 7.01, including the material
attached as Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18
of the Securities Exchange Act of 1934, as amended, and shall not be deemed
incorporated by reference into any filing under the Securities Act of 1933, as
amended.


Item 8.01. Other Events.

On September 8, 2021, we entered into a Terms Agreement with BofA Securities,
Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC and the other
Underwriters listed on Schedule I thereto (the "Terms Agreement," which
incorporates by reference the Underwriting Agreement General Terms and
Provisions, dated March 3, 2021 (which we previously filed on March 5, 2021 as
Exhibit 1.1 to our Current Report on Form 8-K)) to issue $700 million aggregate
principal amount of our 2.750% Series II Notes due 2033 (the "Notes"). On
September 22, 2021, we received net proceeds of approximately $693 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 the
offering of the Notes to fund the Tender Offer.

We will pay interest on the Notes on April 15 and October 15 of each year,
commencing on April 15, 2022. The Notes will mature on October 15, 2033. 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 18, 2021 and a Prospectus Supplement dated September 8, 2021 with the
Securities and Exchange Commission, each of which forms a part of our
Registration Statement on Form S-3 (Registration No. 333-253260) (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 September 8, 2021, among Marriott International,


           Inc. and the Underwriters named therein.

    4.1      Form of Note for the 2.750% Series II Notes due 2033.

    4.2      Indenture Officers' Certificate (with respect to the 2.750% Series II
           Notes due 2033) pursuant to Section 301 of the Indenture, dated
           September 22, 2021.



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                                   5.1       Opinion of Gibson, Dunn &

Crutcher LLP, dated September 22, 2021.



                                   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.

The following exhibit is furnished with this report:



                                   99.1      Marriott International, Inc.

News Release, dated September 22, 2021.

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