MARRIOTT INTERNATIONAL, INC. (NASDAQ:MAR) Files An 8-K Other Events

Item8.01.

On December20, 2016 (the settlement date), Marriott
International, Inc. (we or us) completed the previously announced
debt exchange offers (the exchange offers) to exchange all
validly tendered and not validly withdrawn 6.750% Notes due 2018
(the Starwood 2018 Notes), 7.150% Notes due 2019 (the Starwood
2019 Notes), 3.125% Notes due 2023 (the Starwood 2023 Notes),
3.750% Notes due 2025 (the Starwood 2025 Notes) and 4.500% Notes
due 2034 (the Starwood 2034 Notes and, together with the Starwood
2018 Notes, the Starwood 2019 Notes, the Starwood 2023 Notes and
the Starwood 2025 Notes, the Starwood Notes issued by Starwood
Hotels Resorts Worldwide, LLC (formerly known as Starwood Hotels
Resorts Worldwide, Inc. and referred to in this Current Report on
Form 8-K as Starwood), for new notes issued by us (as described
below). We accepted and subsequently cancelled the following
aggregate principal amounts of Starwood Notes that holders
validly tendered to us:

Following the cancellation of the aggregate principal amounts of
the Starwood Notes listed above, $165,114,000 aggregate principal
amount of the Starwood Notes remains outstanding across all five
series.

In connection with the exchange offers, we also solicited
consents from holders of the Starwood Notes to amend the
indentures governing the Starwood Notes (collectively the
Starwood Indentures and each, a Starwood Indenture) and the
Starwood Notes, to, among other things eliminate (1)substantially
all of the restrictive covenants, (2)the change of control
provisions, (3)certain requirements that must be met for Starwood
to consolidate, merge or sell all or substantially all of its
assets and (4)certain events of default in the Starwood
Indentures so they will no longer apply (collectively, the
proposed amendments). Because more than 86 percent of the holders
of each series of Starwood Notes consented to the proposed
amendments, in excess of the majority of holders required by the
Starwood Indentures, on the settlement date Starwood entered into
(i) a supplemental indenture to the Starwood Indenture that
governs the terms of the Starwood 2018 Notes and the Starwood
2019 Notes with U.S. Bank National Association, as trustee, and
(ii) a supplemental indenture to the Starwood Indenture that
governs the terms of the Starwood 2023 Notes, the Starwood 2025
Notes and the Starwood 2034 Notes with The Bank of New York
Mellon, as trustee, in each case to adopt the proposed amendments
(the Supplemental Indentures). The Supplemental Indentures now
govern the Starwood Notes that remain outstanding.

In exchange for the validly tendered and accepted Starwood Notes,
on the settlement date we issued $324,100,000 aggregate principal
amount of 6.750% Series S Notes due 2018 (the Series S Notes),
$180,734,000 aggregate principal amount of 7.150% Series T Notes
due 2019 (the Series T Notes), $290,828,000 aggregate principal
amount of 3.125% Series U Notes due 2023 (the Series U Notes),
$317,830,000 aggregate principal amount of 3.750% Series V Notes
due 2025 (the Series V Notes), and $277,590,000 aggregate
principal amount of 4.500% Series W Notes due 2034 (the Series W
Notes and, together with the Series S Notes, the Series T Notes,
the Series U Notes, the Series V Notes, the Marriott Notes). The
Marriott Notes are registered under the Securities Act of 1933,
as amended (the Act), under a Registration Statement on Form S-4
(No. 333-214693) that we filed with the Securities and Exchange
Commission (the SEC) on November18, 2016. The terms of the
Marriott Notes are further described in the Prospectus dated
December9, 2016 that we filed with the SEC under Rule 424(b)(3)
of the Act on that date. The Marriott Notes are our unsecured and
unsubordinated obligations and rank equally with all other
unsecured and unsubordinated indebtedness that we have issued or
will issue from time to time, and are governed by the terms of an
indenture, dated as of November16, 1998, between us and The Bank
of New York Mellon (formerly The Bank of New York), as trustee.

The summary of the Supplemental Indentures in this Current Report
on Form 8-K is not complete and is qualified in its entirety by
reference to the complete terms of the Supplemental Indentures,
copies of which are filed with this Current Report on Form 8-K as
Exhibits 4.1 and 4.2, and are incorporated by reference into this
Item8.01.

The following exhibits are filed as part of this report:

to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

Date: December20, 2016

EXHIBIT INDEX

About MARRIOTT INTERNATIONAL, INC. (NASDAQ:MAR)

Marriott International, Inc. is a lodging company. The Company is an operator, franchisor and licensor of hotels and timeshare properties in approximately 90 countries and territories under over 20 brand names. It operates through three segments: North American Full-Service, which includes brands, such as The Ritz-Carlton, EDITION, JW Marriott, Autograph Collection Hotels, Marriott Hotels, Delta Hotels and Resorts, and Renaissance Hotels located in the United States and Canada; North American Limited-Service, which includes brands, such as AC Hotels by Marriott, Courtyard, Residence Inn, SpringHill Suites, TownePlace Suites properties and Fairfield Inn & Suites located in the United States and Canada, and International, which includes brands, such as Bulgari Hotels & Resorts, Protea Hotels and Moxy Hotels located outside the United States and Canada. Its loyalty programs include The Ritz-Carlton Rewards and Starwood Preferred Guest.

MARRIOTT INTERNATIONAL, INC. (NASDAQ:MAR) Recent Trading Information

MARRIOTT INTERNATIONAL, INC. (NASDAQ:MAR) closed its last trading session up +0.25 at 85.11 with 2,637,570 shares trading hands.