EX-4.3





 Exhibit 4.3 

EXECUTION VERSION 

INDENTURE OFFICERS’ CERTIFICATE 

OF 
 MARRIOTT
INTERNATIONAL, INC. 
 A. THE UNDERSIGNED CAROLYN B. HANDLON AND STEPHANIE N. CARRICK OF MARRIOTT INTERNATIONAL, INC., A CORPORATION
ORGANIZED UNDER THE LAWS OF THE STATE OF DELAWARE (THE “COMPANY”), HEREBY CERTIFY PURSUANT TO SECTIONS 102, 201, 301 AND 303 OF THE INDENTURE (THE “INDENTURE”), DATED AS OF NOVEMBER 16, 1998, BETWEEN THE
COMPANY AND THE BANK OF NEW YORK MELLON, SUCCESSOR TO JPMORGAN CHASE BANK, N.A. (FORMERLY KNOWN AS THE CHASE MANHATTAN BANK), AS TRUSTEE (THE “TRUSTEE”), THAT THERE IS HEREBY ESTABLISHED A SERIES OF SECURITIES (AS THAT TERM IS
DEFINED IN THE INDENTURE), THE TERMS OF WHICH SHALL BE AS FOLLOWS: 
 1. The designations of the Securities shall be the
“Floating Rate Series BB Notes due 2021” (the “Floating Rate Notes”) (CUSIP number 571900 BA6). 

2. The aggregate principal amount of the Floating Rate Notes which may be authenticated and delivered under the Indenture
(except for Floating Rate Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, or upon partial redemption of, other Floating Rate Notes pursuant to Sections 304, 305, 306, 906 or 1107 of the
Indenture and except for Floating Rate Notes which, pursuant to Section 303 of the Indenture, are deemed never to have been authenticated and delivered under the Indenture) is initially limited to US $300,000,000. The Company may subsequently
issue additional securities as part of this series of Securities under the Indenture. 
 3. Subject to the provisions of
Section 307 of the Indenture, interest will be payable to the Person in whose name a Floating Rate Note (or any predecessor Floating Rate Note) is registered at the close of business on the Regular Record Date next preceding the Interest
Payment Date in respect of such Floating Rate Note. 
 4. The principal amount of the Floating Rate Notes shall be payable in
full on March 8, 2021, subject to and in accordance with the provisions of the Indenture. 
 5. The Floating Rate Notes
shall bear interest from March 8, 2019 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, at a rate per annum equal to the initial interest rate and thereafter at an interest rate that will be
reset as provided in the form of Floating Rate Note attached hereto as Annex A, in each case equal to LIBOR (as defined in Annex A) plus 0.650%, computed on the basis of the actual number of days and a
360-day year. Interest is payable quarterly in arrears on March 8, June 8, September 8 and December 8 of each year (each as may be adjusted as provided below), beginning on June 8,
2019, until the principal amount of the Floating Rate Notes has been paid or duly provided for. February 22, May 25, August 25 and November 24 (whether or not a Business Day), as the case may be, next preceding an Interest
Payment Date, shall be the “Regular Record Date” for interest payable on such Interest Payment Date. 












 6. The principal of and interest on the Floating Rate Notes shall be payable
at the office or agency of the Trustee maintained for that purpose in New York, New York; provided, however, that payment of interest on a Floating Rate Note may be made by check mailed to the address of the Person entitled thereto as
such address shall appear in the Security Register; and provided, further, that notwithstanding the foregoing, a Holder may elect to receive payments of interest on a Floating Rate Note (other than at Maturity) by electronic funds
transfer of immediately available funds to an account maintained by such Holder, provided such Holder so elects by giving written notice to a Paying Agent designating such account, no later than the February 8, May 8, August 8
or November 8 immediately preceding the March 8, June 8, September 8 or December 8 Interest Payment Date, as the case may be. Unless such designation is revoked by the Holder, any such designation made by such Holder with
respect to such Floating Rate Notes shall remain in effect with respect to any future payments with respect to such Notes payable to such Holder. 

7. Except in the case of a change of control repurchase event, the Company may not redeem the Floating Rate Notes prior to
maturity. 
 8. Upon the occurrence of a change of control repurchase event, the Company will be required to make an offer to
purchase the Floating Rate Notes under the circumstances described and on the terms specified in the Final Prospectus Supplement dated March 6, 2019. 

9. The Company will not be obligated to redeem or purchase the Floating Rate Notes pursuant to a sinking fund or analogous
provisions or at the option of the Holder thereof. 
 10. The Floating Rate Notes will be issued in denominations of US$2,000
and any integral multiples of US$1,000 in excess thereof. 
 11. The payment of the principal of and interest on the Floating
Rate Notes shall be payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. 

12. The Global Securities shall be in substantially the form attached hereto as Annex A.  

13. The Floating Rate Notes shall be defeasible as provided in Article Thirteen of the Indenture. 

14. The Floating Rate Notes may be issuable in whole or in part in the form of one or more Global Securities. The initial
Depositary for such Global Securities shall be The Depository Trust Company. 
 15. The Floating Rate Notes will not be
Transfer Restricted Securities. 

  
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 B. THE UNDERSIGNED CAROLYN B. HANDLON AND STEPHANIE N. CARRICK OF THE COMPANY, HEREBY
CERTIFY PURSUANT TO SECTIONS 102, 201, 301 AND 303 OF THE INDENTURE THAT THERE IS HEREBY ESTABLISHED A SERIES OF SECURITIES (AS THAT TERM IS DEFINED IN THE INDENTURE), THE TERMS OF WHICH SHALL BE AS FOLLOWS: 

1. The designations of the Securities shall be the “3.600% Series CC Notes due 2024” (the “Series CC Fixed
Rate Notes”) (CUSIP number 571900 BB4). 
 2. The aggregate principal amount of the Series CC Fixed Rate Notes which
may be authenticated and delivered under the Indenture (except for Series CC Fixed Rate Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, or upon partial redemption of, other Series CC Fixed Rate
Notes pursuant to Sections 304, 305, 306, 906 or 1107 of the Indenture and except for Series CC Fixed Rate Notes which, pursuant to Section 303 of the Indenture, are deemed never to have been authenticated and delivered under the Indenture) is
initially limited to US $550,000,000. The Company may subsequently issue additional securities as part of this series of Securities under the Indenture. 

3. Subject to the provisions of Section 307 of the Indenture, interest will be payable to the Person in whose name a
Series CC Fixed Rate Note (or any predecessor Series CC Fixed Rate Note) is registered at the close of business on the Regular Record Date next preceding the Interest Payment Date in respect of such Series CC Fixed Rate Note. 

4. The principal amount of the Series CC Fixed Rate Notes shall be payable in full on April 15, 2024, subject to and in
accordance with the provisions of the Indenture. 
 5. The Series CC Fixed Rate Notes shall bear interest at the rate of
3.600% per annum from March 8, 2019 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable semi-annually on April 15 and October 15 of each year, commencing October 15, 2019,
until the principal amount of the Series CC Fixed Rate Notes has been paid or duly provided for. April 1 and October 1 (whether or not a Business Day), as the case may be, next preceding an Interest Payment Date, shall be the “Regular
Record Date” for interest payable on such Interest Payment Date. 
 6. The principal of and interest on the Series CC
Fixed Rate Notes shall be payable at the office or agency of the Trustee maintained for that purpose in New York, New York; provided, however, that payment of interest on a Series CC Fixed Rate Note may be made by check mailed to the
address of the Person entitled thereto as such address shall appear in the Security Register; and provided, further, that notwithstanding the foregoing, a Holder may elect to receive payments of interest on a Series CC Fixed Rate Note
(other than at Maturity) by electronic funds transfer of immediately available funds 

  
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to an account maintained by such holder, provided such Holder so elects by giving written notice to a Paying Agent designating such account, no later than the March 15 or the
September 15 immediately preceding the April 15 or October 15 Interest Payment Date, as the case may be. Unless such designation is revoked by the Holder, any such designation made by such Holder with respect to such Series CC Fixed
Rate Notes shall remain in effect with respect to any future payments with respect to such Series CC Fixed Rate Notes payable to such Holder. 

7. The Series CC Fixed Rate Notes may be redeemed in whole or in part at any time and from time to time on the terms specified
in the Final Prospectus Supplement dated March 6, 2019 relating to the Series CC Fixed Rate Notes. As described therein, the Company will deliver notice of any redemption at least 15 days but not more than 45 days before the redemption date to
each holder of the Series CC Fixed Rate Notes to be redeemed. 
 8. Upon the occurrence of a change of control repurchase
event, unless the Company has exercised its option to redeem the Series CC Fixed Rate Notes, the Company will be required to make an offer to purchase the Series CC Fixed Rate Notes under the circumstances described and on the terms specified in the
Final Prospectus Supplement dated March 6, 2019. 
 9. The Company will not be obligated to redeem or purchase the
Series CC Fixed Rate Notes pursuant to a sinking fund or analogous provisions or at the option of the Holder thereof. 
 10.
The Series CC Fixed Rate Notes will be issued in denominations of US$2,000 and any integral multiples of US$1,000 in excess thereof. 

11. The payment of the principal of and interest on the Series CC Fixed Rate Notes shall be payable in the coin or currency of
the United States of America as at the time of payment is legal tender for the payment of public and private debts. 
 12.
The Global Securities shall be in substantially the form attached hereto as Annex B.  
 13. The Series CC
Fixed Rate Notes shall be defeasible as provided in Article Thirteen of the Indenture. 
 14. The Series CC Fixed Rate Notes
may be issuable in whole or in part in the form of one or more Global Securities. The initial Depositary for such Global Securities shall be The Depository Trust Company. 

15. The Series CC Fixed Rate Notes will not be Transfer Restricted Securities. 

  
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 C. EACH OF THE UNDERSIGNED CAROLYN B. HANDLON AND STEPHANIE N. CARRICK HEREBY FURTHER
CERTIFIES THAT: 
 1. Attached hereto as Annex C are true, correct and complete copies of resolutions duly adopted
by the Board of Directors of the Company and certified by the Company’s Secretary or Assistant Secretary. Such resolutions have not been amended, modified or rescinded, are in full force and effect in the form adopted and are the only
resolutions adopted by the Board of Directors of the Company or by any committee of or designated by the Board of Directors of the Company relating to the offering of the Floating Rate Notes and the Series CC Fixed Rate Notes (together, the
“Notes”). 
 2. I have read the conditions of Sections 102, 201, 301 and 303 of the Indenture and the definitions
relating thereto. 
 3. I have examined the Indenture, the attached specimen forms of each series of the Global Securities
attached hereto as Annex A and Annex B and the resolutions relating thereto adopted by the Board of Directors of the Company or a committee thereof. 

4. In my opinion, I have made such examination or investigation as is necessary to enable me to express an informed opinion as
to whether or not the conditions of Sections 102, 201, 301 and 303 of the Indenture relating to the authentication and issuance of the Notes have been complied with. 

5. In my opinion, the conditions of Sections 102, 201, 301 and 303 of the Indenture relating to the authentication and issuance
of the Notes have been complied with. 
 All terms used herein and not defined shall have the meanings set forth in the Indenture. 

[Signatures appear on the following page.] 

  
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 IN WITNESS WHEREOF, the undersigned have signed this certificate. 

Dated: March 8, 2019 
  

			
	MARRIOTT INTERNATIONAL, INC.
		
	By:	 	/s/ Carolyn Handlon
	Name:	 	Carolyn Handlon
	Title:	 	Executive Vice President and Global Treasurer


  

			
	By:	 	/s/ Stephanie N. Carrick
	Name:	 	Stephanie N. Carrick
	Title:	 	Vice President, Assistant General Counsel and Assistant Secretary


 [Signature Page—Indenture Officers’ Certificate]