SHARE-BASED COMPENSATION (Tables)

12 Months Ended

Dec. 28, 2012

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Additional Information on RSUs

The following table provides additional information on Marriott RSUs for the last three fiscal years:

	2012		2011		2010
Share-based compensation expense (in millions)	$	66	$	73	$	76
Weighted average grant-date fair value (per Marriott RSU)	$	35	$	40	$	27
Aggregate intrinsic value of converted and distributed Marriott RSUs (in millions)	$	91	$	113	$	79

Changes in Outstanding Restricted Stock Unit Grants

The following table shows the 2012 changes in our outstanding Marriott RSU grants and the associated weighted average grant-date fair values:

	Number of Marriott RSUs (in millions)		Weighted Average  Grant-Date Fair Value (per RSU)
Outstanding at year-end 2011	7.3		$	33
Granted during 2012 (2)	3.2		35
Distributed during 2012	(2.9	)	29
Forfeited during 2012	(0.2	)	31
Outstanding at year-end 2012 (1)	7.4		$	31

⁽¹⁾  Includes 0.4 million Marriott RSUs held by MVW employees.

⁽²⁾  Includes 0.2 million S&P RSUs granted to named executive officers.

Changes in Outstanding Stock Option Program Awards

The following table shows the 2012 changes in our outstanding Marriott Stock Option Program awards and the associated weighted average exercise prices:

	Number of Marriott Stock Options (in millions)		Weighted Average Exercise  Price (per Option)
Outstanding at year-end 2011	16.4		$	17
Granted during 2012 (2)	0.3		35
Exercised during 2012	(7.2	)	15
Forfeited during 2012	—		18
Outstanding at year-end 2012 (1)	9.5		$	19

⁽¹⁾  Includes 0.2 million Marriott stock options held by MVW employees.

⁽²⁾  Included in these stock options are 0.2 million granted to key employees that vest 100% at the end of three years.

Stock Options Issued Under the Stock Option Program Awards

The following table shows the Marriott stock options issued under the Stock Option Program awards outstanding at year-end 2012, as well as those exercisable on that date (those where the exercise price was less than the market price of our common stock on that date):

					Outstanding				Exercisable
Range of Exercise  Prices					Number of Stock Options (in millions)	Weighted Average Exercise Price (per Option)		Weighted Average Remaining Life (in years)	Number of Stock Options (in millions)	Weighted Average Exercise Price (per Option)		Weighted Average Remaining Life (in years)
$	13	to	$	17	5.7	$	15	2	5.8	$	15	2
18		to	22		2.2	22		2	2.2	22		2
23		to	46		1.6	31		5	1.2	31		4
13		to	46		9.5	19		2	9.2	19		2

Number of Options Granted and Associated Weighted Average Grant-Date Fair Values and Weighted Average Exercise Prices

The following table shows the number of Marriott stock options we granted in the last three fiscal years and the associated weighted average grant-date fair values and weighted average exercise prices:

	2012		2011		2010
Options granted	255,761		19,192		53,304
Weighted average grant-date fair value (per option)	$	12	$	15	$	10
Weighted average exercise price (per option)	$	35	$	38	$	25

Intrinsic Value of Outstanding Stock Options and Exercisable Stock Option

The following table shows the intrinsic value (the amount by which the market price of the underlying common stock exceeded the aggregate exercise price of the stock option) of all outstanding Marriott stock options and of exercisable Marriott stock options at year-end 2012 and 2011:

($ in millions)	2012		2011
Outstanding stock options	$	169	$	211
Exercisable stock options	168		211

Changes in Outstanding SARs

The following table shows the 2012 changes in our outstanding Marriott SARs and the associated weighted average exercise prices:

	Number of SARs (in  millions)		Weighted Average Exercise  Price
Outstanding at year-end 2011	5.4		$	30
Granted during 2012	1.0		35
Exercised during 2012	(0.2	)	28
Forfeited during 2012	—		26
Outstanding at year-end 2012 (1)	6.2		$	31

⁽¹⁾  Includes 0.3 million Marriott SARs held by MVW employees.

Number of Employee SARs and Director SARs Granted, Associated Weighted Average Base Values, And Weighted Average Grant-Date Fair Values

The following tables show the number of Employee Marriott SARs and Director Marriott SARs we granted in the last three fiscal years, the associated weighted average exercise prices, and the associated weighted average grant-date fair values:

Employee Marriott SARs	2012		2011		2010
Employee Marriott SARs granted (in millions)	1.0		0.7		1.1
Weighted average exercise price (per SAR)	$	35	$	38	$	27
Weighted average grant-date fair value (per SAR)	$	12	$	14	$	10
Director Marriott SARs	2012		2011		2010
Director Marriott SARs granted	5,915		—		—
Weighted average exercise price (per SAR)	$	39	$	—	$	—
Weighted average grant-date fair value (per SAR)	$	14	$	—	$	—

Assumptions for Stock Options and Employee SARs

We used the following assumptions to determine the fair value of the SARs and stock options we granted to employees and non-employee directors in 2012, and to employees in 2011, and 2010 (we did not grant SARs to non-employee directors in 2011 or 2010):

	2012		2011		2010
Expected volatility	31	%	32	%	32	%
Dividend yield	1.01	%	0.73	%	0.71	%
Risk-free rate	1.7 - 2.0%		3.4	%	3.3	%
Expected term (in years)	8 - 10		8		7

Share-Based Compensation Expense, Number of Deferred Stock Units Granted, Weighted Average Grant-date Fair Value, and Aggregate Intrinsic Value of Non-Employee Director Deferred Stock Units

The following table shows the share-based compensation expense, the number of deferred stock units we granted, the weighted average grant-date fair value, and the aggregate intrinsic value for the last three fiscal years for non-employee director Marriott deferred stock units:

	2012		2011		2010
Share-based compensation expense (in millions)	$	1.2	$	1.1	$	1.1
Non-employee director deferred stock units granted	27,000		29,000		34,000
Weighted average grant-date fair value (per share)	$	39	$	36	$	35
Aggregate intrinsic value of shares distributed (in millions)	$	1.0	$	1.4	$	1.2