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, 2020, before investing in the notes offered by this prospectus supplement.
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 Covenant Waiver Period (as defined in the Credit Facility), we are required 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 Managements Discussion and Analysis of Financial Condition and Results of OperationsLiquidity and Capital Resources in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, and Description of the NotesCertain 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 outbreak, (i) on March 23, 2020, Moodys lowered our senior unsecured rating from Baa2 to Baa3, (ii) on April 2, 2020, S&P lowered
our rating from BBB to BBB- and placed us on a negative ratings watch, (iii) on April 14, 2020, Moodys confirmed our Baa3 senior unsecured rating, with negative outlook, and (iv) on
October 1, 2020, S&P affirmed our BBB- senior unsecured rating, with negative outlook, and removed our ratings from the negative ratings watch.
Any rating is not a recommendation to purchase, sell or hold any particular security, including the notes. These ratings do not comment as to
market prices or suitability for a particular investor. In addition, ratings at
S-4