Pursuant to the provisions of the Global Note, the New Notes are general unsecured obligations of Marriott which bear interest at an annual rate of 5.81 percent, payable semi-annually on May 10 and November 10 of each year, beginning on May 10, 2006, and mature on November 10, 2015. Marriott may redeem the New Notes in whole or in part at any time or from time to time at a redemption price equal to the greater of: (i) 100 percent of the principal amount of the new notes to be redeemed, plus accrued and unpaid interest to, but not including, the redemption date; and (ii) the sum of the present values of the principal amount of, and remaining scheduled payments of interest on, the notes to be redeemed (not including any interest accrued as of the redemption date) discounted to the redemption date on a semi-annual basis at the Treasury Rate (as defined in the global certificate representing the New Notes) plus 20 basis points, plus accrued and unpaid interest to, but not including, the redemption date.

The terms of the New Notes are also governed by the Indenture dated November 16, 1998, between Marriott and JPMorgan Chase Bank, N.A., formerly known as The Chase Manhattan Bank. Information about the terms and conditions of the Indenture, including the material terms under which debt subject to the Indenture, including the New Notes, may be accelerated, is contained in the Registration Statement on Form S-3 that Marriott filed with the SEC on January 17, 2001, under the captions "Description of Debt Securities We May Offer-Certain Covenants," "Description of Debt Securities We May Offer-Defeasance" and "Description of Debt Securities We May Offer-Events of Default." Marriott incorporates that information by reference into this Item 2.03.

Marriott issued the New Notes in a private placement transaction and the New Notes are not registered under the Securities Act of 1933. In connection with that issuance, Marriott and the dealer managers also entered into the Registration Rights Agreement. Under that agreement, Marriott agreed, among other things, to (i) file a registration statement with the SEC for an exchange offer in which Marriott would offer to exchange the New Notes for substantially identical notes that would be registered under the Securities Act of 1933 (the "Registered Exchange Offer"), and (ii) use its reasonable efforts to cause that registration statement to become effective. Marriott also agreed that under certain circumstances it would file a shelf registration statement with the SEC covering resales by holders of the New Notes in lieu of the Registered Exchange Offer.

In the event that (each such event described below, a "Registration Default"): (i) Marriott does not file the registration statement for the Registered Exchange Offer on or before February 8, 2006; (ii) the Registered Exchange Offer is not consummated or the shelf registration statement is not both filed and effective by October 6, 2006; or (iii) the shelf registration statement, if applicable, has been both filed and become effective but ceases to be effective or usable for a period of time that exceeds 90 days in the aggregate in any 12-month period in which it is required to be effective; then additional interest will accrue on the principal amount of the New Notes affected by the Registration Default at a rate of 0.25 percent per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase to a maximum of 0.50 percent per annum additional interest thereafter while any Registration Default is continuing, until all Registration Defaults are cured.

The foregoing descriptions of the Global Note, Indenture, and Registration Rights Agreement are qualified in their entirety by reference to the Global Note, Indenture, and Registration Rights Agreement that are filed with or incorporated by reference as exhibits to this Report.