10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

x Annual Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

For the Fiscal Year Ended December 31, 2013

OR

¨ Transition Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

For the Transition Period from                     to                     

Commission File Number: 1-7959

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

(Exact name of registrant as specified in its charter)

Maryland

(State or other jurisdiction

of incorporation or organization)

52-1193298

(I.R.S. employer identification no.)

One StarPoint

Stamford, CT 06902

(Address of principal executive

offices, including zip code)

(203) 964-6000

(Registrant’s telephone number,

including area code)

Securities Registered Pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share	New York Stock Exchange

Securities Registered Pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  x    No  ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  x

Note: Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period than the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of ‘‘large accelerated filer”, “accelerated filer” and smaller reporting company in Rule 12b-2 of the Exchange Act.

Large accelerated filer  x	Accelerated filer  ¨	Non-accelerated filer  ¨	Smaller reporting company  ¨
		(Do not check if smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

As of the last business day of the registrant’s most recently completed second fiscal quarter, June 30, 2013, the aggregate market value of the registrant’s voting and non-voting common equity held by non-affiliates of the registrant computed by reference to the closing sales price as quoted on the New York Stock Exchange was approximately $12.3 billion.

As of February 7, 2014, the registrant had 191,923,666 shares of common stock outstanding.

Documents Incorporated by Reference:

Document	Where Incorporated
Proxy Statement	Part III (Items 10, 11, 12, 13 and 14)

TABLE OF CONTENTS

		Page
PART I
	Forward-Looking Statements		1
Item 1.	Business		1
Item 1A.	Risk Factors		11
Item 1B.	Unresolved Staff Comments		22
Item 2.	Properties		22
Item 3.	Legal Proceedings		22
Item 4.	Mine Safety Disclosures		23
PART II
Item 5.	Market for Registrants’ Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		23
Item 6.	Selected Financial Data		25
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		25
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk		52
Item 8.	Financial Statements and Supplementary Data		53
Item 9.	Changes In and Disagreements with Accountants on Accounting and Financial Disclosure		53
Item 9A.	Controls and Procedures		53
Item 9B.	Other Information		54
PART III
Item 10.	Directors, Executive Officers and Corporate Governance		54
Item 11.	Executive Compensation		56
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		56
Item 13.	Certain Relationships and Related Transactions and Director Independence		56
Item 14.	Principal Accounting Fees and Services		56
PART IV
Item 15.	Exhibits, Financial Statement Schedules		57

This Annual Report is filed by Starwood Hotels & Resorts Worldwide, Inc., a Maryland corporation (the “Corporation”). Unless the context otherwise requires, all references to “we,” “us,” “our,” “Starwood,” or the “Company” refer to the Corporation and include those entities owned or controlled by the Corporation.

PART I

Forward-Looking Statements

This Annual Report contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are any statements other than statements of historical fact, including statements regarding the intent, belief or current expectations of Starwood, its directors or its officers with respect to the matters discussed in this Annual Report. In some cases, forward-looking statements can be identified by the use of words such as “may,” “will,” “expects,” “should,” “believes,” “plans,” “anticipates,” “estimates,” “predicts,” “potential,” “continue,” or other words of similar meaning. Such forward-looking statements appear in several places in this Annual Report, including, without limitation, Item 1. Business and Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. All forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those discussed in, or implied by, the forward-looking statements including, without limitation, the risks and uncertainties disclosed under Item 1A. Risk Factors. We caution readers that any such statements are based on currently available operational, financial and competitive information, and they should not place undue reliance on these forward-looking statements, which reflect management’s opinion only as of the date on which they were made. Except as required by law, Starwood undertakes no obligation to publicly update or revise any forward-looking statements to reflect current or future events or circumstances.

Item 1. Business

General

We are one of the largest hotel and leisure companies in the world, with 1,175 properties providing approximately 346,800 rooms in nearly 100 countries and 181,400 employees under our management at our owned and managed properties, vacation ownership resorts and corporate offices. We conduct our hotel and leisure business both directly and through our subsidiaries. We boast one of the industry’s leading loyalty programs, Starwood Preferred Guest (“SPG”), allowing members to earn and redeem points for room stays, room upgrades and airline flights, with no blackout dates. We also own Starwood Vacation Ownership, Inc., a premier provider of world-class vacation experiences through villa-style resorts and privileged access to Starwood brands.

Our revenue and earnings are derived primarily from hotel operations, which include management fees and other fees earned from hotels we manage pursuant to management contracts, the receipt of franchise fees and other fees pursuant to franchise agreements and the operation of our owned hotels. We consider our hotels and resorts, including vacation ownership resorts (together “Hotels”), generally to be premier establishments with respect to desirability of location, size, facilities, physical condition, quality and variety of services offered in the markets in which they are located. Although obsolescence attributable to age, condition of facilities and style may adversely affect our Hotels, we and the third-party owners of the managed and franchised Hotels expend substantial funds to renovate and maintain our facilities in order to remain competitive. For further information see Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources in this Annual Report.

Our hotel business is largely focused on the global operation of hotels and resorts primarily in the luxury and upper upscale segments of the lodging industry. We seek to acquire management or franchise rights with respect to, or interests in, properties in these segments. At December 31, 2013, our hotel business included 1,161 owned, managed or franchised hotels with approximately 339,200 rooms, comprising 47 hotels that we own or lease or in which we have a majority equity interest, 563 hotels managed by us on behalf of third-party owners (including entities in which we have a minority equity interest) and 551 hotels for which we receive franchise

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fees. Additionally, our vacation ownership and residential business included 14 stand-alone vacation ownership resorts and residential properties at December 31, 2013. All brands (other than the Four Points by Sheraton, the Aloft and Element brands) represent full-service properties that range in amenities from luxury hotels to more moderately priced hotels. Our Four Points by Sheraton, Aloft and Element brands are mostly select-service properties that cater to more value oriented consumers.

Our operations are in geographically diverse locations around the world. The following tables reflect our hotel and vacation ownership and residential properties by type of revenue source and geographical presence by major geographic area as of December 31, 2013:

	Number of Properties		Rooms
Managed and unconsolidated joint venture hotels		563		189,900
Franchised hotels		551		133,400
Owned hotels (a)		47		15,900
Vacation ownership resorts and stand-alone properties		14		7,600
Total properties		1,175		346,800

(a) Includes wholly owned, majority owned and leased hotels.

	Number of Properties		Rooms
North America (and Caribbean)		590		182,700
Latin America (and Mexico)		79		17,300
Americas		669		200,000
Europe		158		38,100
Africa and the Middle East		85		22,800
Europe, Africa and the Middle East		243		60,900
Greater China		130		48,300
Rest of Asia		133		37,600
Asia Pacific		263		85,900
Total properties		1,175		346,800

We manage and operate our hotel business in three separate hotel segments: (i) the Americas, (ii) Europe, Africa and the Middle East (“EAME”), and (iii) Asia Pacific. Our vacation ownership and residential business is a separate segment. Note 26 to the consolidated financial statements presents further information about our segments.

For a discussion of our revenues, profits, assets and reportable segments, see our consolidated financial statements of this Annual Report, including the notes thereto.

The Corporation was incorporated in 1980 under the laws of Maryland. Sheraton and Westin, Starwood’s largest brands, have been serving guests for more than 60 years. Starwood Vacation Ownership (including its predecessor, Vistana, Inc.) has been selling vacation ownership interests (“VOIs”) for more than 30 years.

Our principal executive offices are located at One StarPoint, Stamford, Connecticut 06902, and our telephone number is (203) 964-6000.

Hotel Business

Branded Hotel Management Business. Hotel and resort properties are often owned by entities that do not manage hotels or own a brand name. Hotel owners typically enter into management contracts with hotel management companies to operate their hotels. When a management company does not offer a brand affiliation, the hotel owner often chooses to pay separate franchise fees to secure the benefits of branding, including marketing, centralized reservations, loyalty programs, and other centralized services, particularly in the sales and

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marketing area. We believe that companies, such as Starwood, that offer both hotel management services and well-established global brand names appeal to hotel owners by providing the full range of management, marketing, sales and reservation services. In 2013, we opened 74 managed or franchised hotels with approximately 16,200 rooms, and 32 managed or franchised hotels with approximately 7,500 rooms exited our system.

Managed Hotels. We manage hotels worldwide, usually under a long-term agreement with the hotel owner (including entities in which we have a minority equity interest). Our responsibilities under hotel management contracts typically include hiring, training and supervising the managers and employees that operate these facilities. For additional fees, we provide centralized reservation services, loyalty program services and coordinate national and international sales, advertising, marketing and other promotional services. We prepare and implement annual budgets for the hotels we manage and allocate property-owner funds for periodic maintenance and repair of buildings and furnishings. In addition to our owned and leased hotels, at December 31, 2013, we managed 563 hotels with approximately 189,900 rooms worldwide.

During the year ended December 31, 2013, we generated management fees by geographic area as follows:

North America (and Caribbean) (a)	38.2	%
Latin America (and Mexico)	4.1	%
Americas	42.3	%
Europe	13.5	%
Africa and the Middle East	12.8	%
Europe, Africa and the Middle East	26.3	%
Greater China	17.1	%
Rest of Asia	14.3	%
Asia Pacific	31.4	%
Total	100.0	%

(a) Management fees generated in the United States were 34.7% of total worldwide management fees.

Management contracts typically provide for base fees tied to gross revenue and incentive fees tied to profits as well as fees for other services, including centralized reservations, loyalty program, national and international advertising and sales and marketing. In our experience, owners seek hotel managers that can provide attractively priced base, incentive and marketing fees combined with demonstrated sales and marketing expertise and operations-focused management designed to enhance profitability. Some of our management contracts permit the hotel owner to terminate the agreement when the hotel is sold or otherwise transferred to a third party, as well as if we fail to meet established performance criteria. In addition, some hotel owners seek equity, debt or other investments from us to help finance hotel renovations or conversions to a Starwood brand, so as to align the interests of the owner and Starwood. Our ability or willingness to make such investments may determine, in part, whether we will be offered, will accept or will retain a particular management contract. During the year ended December 31, 2013, we opened 33 managed hotels with approximately 8,600 rooms, and eight managed hotels with approximately 2,500 rooms exited our system. In addition, during 2013, we signed management agreements for 82 hotels with approximately 20,800 rooms, a small portion of which opened in 2013 and the majority of which will open in the future.

Brand Franchising and Licensing. We franchise our Luxury Collection, Westin, Le Méridien, Sheraton, Four Points by Sheraton, Aloft and Element brands and generally derive licensing and other fees from franchisees based on a fixed percentage of the franchised hotel’s room revenue, as well as fees for other services, including centralized reservations, loyalty program, national and international advertising and sales and marketing. We also review certain plans for the location and design of franchised hotels to conform with our brand standards. At December 31, 2013, there were 551 franchised properties with approximately 133,400 rooms.

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During the year ended December 31, 2013, we generated franchise fees by geographic area as follows:

North America (and Caribbean) (a)	81.2	%
Latin America (and Mexico)	3.7	%
Americas	84.9	%
Europe	6.7	%
Africa and the Middle East	0.4	%
Europe, Africa and the Middle East	7.1	%
Greater China	2.0	%
Rest of Asia	6.0	%
Asia Pacific	8.0	%
Total	100.0	%

(a) Franchise fees generated in the United States were 70.9% of total worldwide franchise fees.

In addition to the franchise contracts we retained in connection with the sale of hotels during the year ended December 31, 2013, we opened 41 franchised hotels with approximately 7,600 rooms, and 24 franchised hotels with approximately 5,000 rooms exited our system. In addition, during 2013 we signed franchise agreements for 70 hotels with approximately 11,400 rooms, a portion of which opened in 2013 and a portion of which will open in the future.

Owned, Leased and Consolidated Joint Venture Hotels. Historically, we derived the majority of our revenues and operating income from our owned, leased and consolidated joint venture hotels and a significant portion of these results were driven by the hotels in North America. However, in 2006, we embarked upon our asset-light strategy and decided to sell a significant number of our owned hotel portfolio. The majority of these hotels were sold subject to long-term management or franchise contracts.

Total revenues generated from our owned, leased and consolidated joint venture hotels worldwide for the years ending December 31, 2013, 2012 and 2011 were $1,612 million, $1,698 million and $1,768 million, respectively (total revenues from our owned, leased and consolidated joint venture hotels in North America were $829 million, $956 million and $1,001 million for 2013, 2012 and 2011, respectively).

The following represents our top five markets in the United States by metropolitan area as a percentage of our total owned, leased and consolidated joint venture revenues for the years ended December 31, 2013 and 2012:

Top Five Domestic Markets in the United States as a % of Total Owned

Revenues for the Years Ended December 31, 2013 and 2012⁽¹⁾

	2013			2012
Metropolitan Area	Revenues			Revenues
New York, NY		10.0	%		11.7	%
Hawaii		6.8	%		6.6	%
Phoenix, AZ		6.8	%		5.5	%
San Francisco, CA		5.6	%		4.6	%
Miami, FL		3.9	%		2.6	%

(1) Includes the revenues of hotels sold for the period prior to their sale.

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The following represents our top five international markets by country as a percentage of our total owned, leased and consolidated joint venture revenues for the years ended December 31, 2013 and 2012:

Top Five International Markets as a % of Total Owned

Revenues for the Years Ended December 31, 2013 and 2012⁽¹⁾

	2013			2012
Country	Revenues			Revenues
Canada		11.7	%		11.2	%
Italy		8.7	%		6.6	%
Spain		7.7	%		6.0	%
Mexico		5.1	%		4.6	%
Australia		5.0	%		4.9	%

(1) Includes the revenues of hotels sold for the period prior to their sale.

During the years ended December 31, 2013 and 2012, we invested approximately $318 million and $315 million, respectively, for capital expenditures at owned hotels and other investments.

As discussed above, we have implemented a strategy of reducing our investment in owned real estate and increasing our focus on the management and franchise business. Since 2006, we have sold 79 hotels realizing cash proceeds of approximately $6.3 billion in numerous transactions, including net cash proceeds of approximately $248 million from the sale of six hotels during the year ended December 31, 2013.

As a result, our primary business objective is to maximize earnings and cash flow by increasing the number of our hotel management contracts and franchise agreements; selling VOIs; and investing in real estate assets where there is a strategic rationale for doing so, which may include selectively acquiring interests in additional assets and disposing of non-core hotels (including hotels where the return on invested capital is not adequate) and “trophy” assets that may be sold at significant premiums. We plan to meet these objectives by leveraging our global system, broad customer and owner base and other resources and by taking advantage of our scale to reduce costs. The implementation of our strategy and financial planning is impacted by the uncertainty relating to geopolitical and economic environments around the world and its consequent impact on travel.

Following the sale of a significant number of our hotels in the past few years, as of December 31, 2013, we own or lease 47 hotels as follows:

Hotel	Location	Rooms
U.S. Hotels:
The St. Regis, San Francisco	San Francisco, CA		260
The St. Regis New York	New York, NY		238
The St. Regis Bal Harbour Resort (a)	Miami, FL		228
The Phoenician, Scottsdale	Scottsdale, AZ		643
W New York – Times Square	New York, NY		509
The Westin Peachtree Plaza, Atlanta	Atlanta, GA		1,073
The Westin Maui Resort & Spa, Ka’anapali	Maui, HI		759
Sheraton Kauai Resort	Koloa, HI		394
Sheraton Steamboat Resort	Steamboat Springs, CO		264
Sheraton Suites Philadelphia Airport	Philadelphia, PA		251
Aloft Tucson University	Tucson, AZ		154
Aloft Philadelphia Airport	Philadelphia, PA		136
Element Denver Park Meadows	Denver, CO		123
Four Points by Sheraton Philadelphia Airport	Philadelphia, PA		177
The Tremont Chicago Hotel at Magnificent Mile	Chicago, IL		135

(a) In January 2014, we sold The St. Regis Bal Harbour Resort in Miami, FL for gross cash proceeds of $213 million subject to a long-term management contract.

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International Hotels:	Location	Rooms
The St. Regis Grand Hotel, Rome	Rome, Italy		161
The St. Regis Osaka	Osaka, Japan		160
The St. Regis Florence	Florence, Italy		100
Park Tower, Buenos Aires	Buenos Aires, Argentina		181
Hotel Alfonso XIII, Seville	Seville, Spain		151
Hotel Imperial, Vienna	Vienna, Austria		138
Hotel Maria Cristina, San Sebastian	San Sebastian, Spain		136
Hotel Gritti Palace, Venice	Venice, Italy		82
Hotel Goldener Hirsch, Salzburg	Salzburg, Austria		70
W Barcelona	Barcelona, Spain		473
W London – Leicester Square	London, England		192
The Westin Resort & Spa, Cancun	Cancun, Mexico		379
The Westin Excelsior, Rome	Rome, Italy		316
The Westin Resort & Spa, Puerto Vallarta	Puerto Vallarta, Mexico		280
The Westin Denarau Island Resort	Nadi, Fiji		273
The Westin Resort & Spa, Los Cabos	Los Cabos, Mexico		243
The Westin Excelsior, Florence	Florence, Italy		171
The Westin Dublin	Dublin, Ireland		163
Sheraton Centre Toronto Hotel	Toronto, Canada		1,377
Le Centre Sheraton Montreal Hotel	Montreal, Canada		825
Sheraton Maria Isabel Hotel & Towers	Mexico City, Mexico		755
Sheraton Buenos Aires Hotel & Convention Center	Buenos Aires, Argentina		742
Sheraton on the Park	Sydney, Australia		557
Sheraton Rio Hotel & Resort	Rio de Janeiro, Brazil		542
Sheraton Gateway Hotel in Toronto International Airport	Toronto, Canada		474
Sheraton Lima Hotel & Convention Center	Lima, Peru		431
The Park Lane Hotel, London	London, England		303
Sheraton Fiji Resort	Nadi, Fiji		264
Sheraton Paris Airport Hotel & Conference Centre	Paris, France		252
Sheraton Ambassador Hotel	Monterrey, Mexico		229
Sheraton Diana Majestic Hotel, Milan	Milan, Italy		106
Sheraton Santa Maria de El Paular	Rascafria, Spain		44

Vacation Ownership and Residential Business

We derive revenues and earnings from the development, ownership and operation of vacation ownership resorts, marketing and selling VOIs in the resorts and providing financing to customers who purchase such interests. Generally, these resorts are marketed under our brand names. Additionally, our revenues and earnings are derived from the development, marketing and selling of residential units at mixed use hotel projects owned by us as well as fees earned from the marketing and selling of residential units at mixed use hotel projects under our brands developed by third-party owners.

We develop, own and operate vacation ownership resorts, market and sell the VOIs in the resorts and, in many cases, provide financing to customers who purchase such ownership interests. Owners of VOIs can trade their interval for intervals at other Starwood vacation ownership resorts, intervals at certain vacation ownership resorts not otherwise sponsored by Starwood through an exchange company, or for hotel stays at Starwood properties. From time to time, we securitize the receivables generated from our sale of VOIs.

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We have also entered into arrangements with several third-party owners for mixed use hotel projects that include a residential component. We have entered into licensing agreements for the use of certain of our brands to allow the owners to offer branded residences to prospective purchasers. In consideration, we typically receive a licensing fee equal to a percentage of the gross sales revenue of the units sold.

On January 1, 2013, we transferred the Westin St. John, in St. John, U.S. Virgin Islands, from our Americas’ hotel segment to the vacation ownership and residential segment. For periods prior to January 1, 2013, hotel revenues and expenses of the Westin St. John are included in the Americas’ segment, whereas subsequent to the transfer date, those revenues and expenses are included in the vacation ownership and residential segment.

In late 2011, we completed the development of a wholly-owned residential project at the St. Regis Bal Harbour Resort in Miami, FL (“Bal Harbour”). During the year ended December 31, 2013, we closed sales of 78 units. From project inception through December 31, 2013, we have closed contracts and recognized revenue on 302 units representing approximately 99% of the total residential units.

At December 31, 2013, we had 22 owned vacation ownership resorts in the United States, Mexico and the Bahamas, consisting of 13 stand-alone, eight mixed-use and one unconsolidated joint venture. In addition, we had Bal Harbour, which was substantially sold out at December 31, 2013. At December 31, 2013, we were actively selling VOIs and residences at 18 sites in our portfolio.

During 2013 and 2012, we invested approximately $62 million and $85 million, respectively, for vacation ownership and residential capital expenditures, including construction at the Westin Desert Willow in Palm Desert, CA, the Westin St. John in St. John, U.S. Virgin Islands, the Sheraton Vistana Villages, in Orlando, FL and the completion of construction of our residential project at Bal Harbour. In addition, this amount includes inventory repurchases at the Sheraton Vistana Resort in Orlando, FL and the Westin Ka’anapali Ocean Resort in Maui, Hawaii.

Our Brands

Through our brands, we are well represented in most major markets around the world. The following table reflects our hotel and vacation ownership properties, by brand, as of December 31, 2013:

	Hotels, VOI and  Residential
	Properties		Rooms
St. Regis		31		6,700
Luxury Collection		85		17,000
W		45		13,000
Westin		198		75,700
Le Méridien		95		25,800
Sheraton		432		152,700
Four Points		181		32,400
Aloft		79		13,300
Element		11		1,800
Independent / Other (a)		18		8,400
Total		1,175		346,800

(a) Includes the 13 stand-alone and one unconsolidated joint venture vacation ownership properties totaling 7,600 rooms.

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Our brand names include the following:

St. Regis^® (luxury full-service hotels, resorts and residences) is for connoisseurs who desire the finest expressions of luxury. They provide flawless and bespoke service to high-end leisure and business travelers. St. Regis hotels are located in the ultimate locations within the world’s most desired destinations, important emerging markets and yet to be discovered paradises, and they typically have individual design characteristics to capture the distinctive personality of each location.

The Luxury Collection^® (luxury full-service hotels and resorts) is a group of unique hotels and resorts offering exceptional service to an elite clientele. From legendary palaces and remote retreats to timeless modern classics, these remarkable hotels and resorts enable the most discerning traveler to collect a world of unique, authentic and enriching experiences indigenous to each destination that capture the sense of both luxury and place. They are distinguished by magnificent decor, spectacular settings and impeccable service.

W^® (luxury and upper upscale full-service hotels, retreats and residences) is where iconic design and cutting-edge lifestyle set the stage for exclusive and extraordinary experiences. Each hotel and retreat is uniquely inspired by its destination, where innovative design converges with local influences to create energizing spaces for guests to play or work by day or mix and mingle by night. Guests are invited into dynamic environments that combine entertainment, vibrant lounges, modern guestrooms, and innovative cocktail culture and cuisine. The beats per minute increase as the day transitions to night, amplifying the scene in every W Living Room for guests to socialize and see and be seen. W Hotels Worldwide, a global design powerhouse brought to life through W Happenings, exclusive partnerships and the signature Whatever/Whenever^® service philosophy that grants its guests and local community access to what’s new and next.

Westin^® (luxury and upper upscale full-service hotels, resorts and residences) provides innovative programs and instinctive services designed with our guests’ well-being in mind. Indulge in a deliciously wholesome menu, including exclusive SuperFoodsRx^® dishes. Energize in the fitness studio with the industry-leading WestinWORKOUT^®. Revive in the Heavenly^® Bath where luxurious touches create a spa-like experience. And of course, experience truly restorative sleep in the world-renowned Heavenly^® Bed—an oasis of lush sheets, down, and patented pillow-top mattress. Whether an epic city center location or a refreshing resort destination, Westin ensures guests leave feeling better than when they arrived. Westin. For A Better You.

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Le Méridien^® (luxury and upper upscale full-service hotels, resorts and residences) is a Paris-born global hotel brand, currently represented by close to 100 properties in over 40 countries worldwide. Le Méridien aims to target the creative and curious-minded traveler: an audience eager to experience something new in every destination and discover things with a new perspective. A curated approach towards culture, the arts, and cuisine unlocks the destination for Le Méridien guests in special and inspiring ways. Signature to the experience is Le Méridien Hub – the brand’s signature lobby concept where a café inspired atmosphere and high impact art, music, and food & beverage experiences set the scene for guests to socialize and exchange ideas in a curated environment, and our Unlock Art program offering free access to local cultural institutions. Le Méridien is more than a hotel, it’s your key to unlocking unique destinations around the globe.

Sheraton^® (luxury and upper upscale full-service hotels, resorts and residences) is our largest brand serving the needs of business and leisure travelers worldwide. For over 75 years this iconic brand has welcomed guests, becoming a trusted friend to travelers and one of the world’s most recognized hotel brands. From being the first hotel brand to step into major international markets like China, to completely captivating entire destinations like Waikiki, Sheraton understands that travel is about bringing people together. Our social spaces define and differentiate Sheraton. The Link@Sheraton^SM experienced with Microsoft is the heart of our lobby. Guests enjoy the upside of everything with Sheraton Club, designed with SPG members in mind. Sheraton Fitness by EXOS brings guests together as they train and eat healthy on the road. Sheraton transcends lifestyles, generations and geographies and will continue to welcome generation after generation of world travelers as The World’s Gathering Place.

Four Points^® (select-service hotels) delights the smart traveler with what is needed on the road for greater comfort and productivity. All at the honest value our guests deserve, with perks they don’t expect. Our guests start their day feeling energized and finish up relaxed, by kicking back with one of our Best Brews (local craft beer, coffee). Four Points is Best For Business.

Aloft^® (select-service hotels) opened its first hotel in 2008 and has rapidly expanded to 79 properties in 18 countries by the end of 2013. Designed for global travelers who love open spaces, open thinking and open expression, Aloft is where travel creates possibilities. An affordable alternative for the tech-savvy and confidently social, Aloft caters to the global traveler. With a vibrant social scene at W XYZ^® bar, modern authentic design throughout and technology that keeps up with the next gen traveler, Aloft is: Different. By Design.

Element^® (extended stay hotels) first opened in 2008, providing a modern, upscale and intuitively designed hotel experience that allows travelers a place to thrive. Whether stopping by for a few days or settling in for a few weeks, Element hotels proves that time away from home doesn’t mean time away from life. All Element hotels are pursuing LEED certification furthering the green from the ground up sensibility of the brand. Extended Stay Reimagined.

Competition

The hotel and timeshare industries are highly competitive. Competition is generally based on quality and consistency of room, restaurant and meeting facilities and services, attractiveness of locations, availability of a global distribution system, price, the ability to earn and redeem loyalty program points and other factors. We believe that we compete favorably in these areas.

Our properties compete with other hotels and resorts in their geographic markets, including facilities owned by local companies and facilities owned by national and international chains. Our principal competitors include other hotel operating companies, national and international hotel brands, and ownership companies (including hotel REITs). While some of our competitors are private management firms, several are large national and international chains that own and operate their own hotels, as well as manage hotels for third-party owners and sell VOIs, under a variety of brands that compete directly with our brands.

Intellectual Property

We operate in a highly competitive industry and our intellectual property, including brands, logos, trademarks, service marks, and trade dress, is an important component of our business. The success of our

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business depends, in part, on the increased recognition of our brands and our ability to further develop our brands globally through the use of our intellectual property. To that end, we apply to register and renew our intellectual property, enforce our rights against the unauthorized use of our intellectual property by third parties, and otherwise protect our intellectual property through strategies and in jurisdictions where we reasonably deem appropriate.

Environmental Matters

We are subject to certain requirements and potential liabilities under various foreign and U.S. federal, state and local environmental laws, ordinances and regulations (“Environmental Laws”). Under such laws, we could be held liable for the costs of removing or cleaning up hazardous or toxic substances at, on, under, or in our currently or formerly owned or operated properties. Such laws may impose liability without regard to whether the owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances. The presence of hazardous or toxic substances may adversely affect the owner’s ability to sell or rent such real property or to borrow using such real property as collateral. Persons who arrange for the disposal or treatment of hazardous or toxic wastes may be liable for the costs of removal or remediation of such wastes at the treatment, storage or disposal facility, regardless of whether such facility is owned or operated by such person. We use certain substances and generate certain wastes that may be deemed hazardous or toxic under applicable Environmental Laws, and we from time to time have incurred, and in the future may incur, costs related to cleaning up contamination resulting from historic uses of certain of our current or former properties or our treatment, storage or disposal of wastes at facilities owned by others. Other Environmental Laws govern occupational exposure to asbestos-containing materials (“ACMs”) and require abatement or removal of certain ACMs (limited quantities of which are present in various building materials such as spray-on insulation, floor coverings, ceiling coverings, tiles, decorative treatments and piping located at certain of our hotels) in the event of damage or demolition, or certain renovations or remodeling. Environmental Laws also regulate polychlorinated biphenyls (“PCBs”), which may be present in electrical equipment. A number of our hotels have underground storage tanks (“USTs”) and equipment containing chlorofluorocarbons (“CFCs”); the operation and subsequent removal or upgrading of certain USTs and the use of equipment containing CFCs also are regulated by Environmental Laws. In connection with our ownership, operation and management of our properties, we could be held liable for costs of remedial or other action with respect to PCBs, USTs or CFCs.

Congress and some states are considering or have undertaken actions to regulate and reduce greenhouse gas emissions. New or revised laws and regulations or new interpretations of existing laws and regulations, such as those related to climate change, could affect the operation of our hotels and/or result in significant additional expense and operating restrictions. The cost impact of such legislation, regulation, or new interpretations would depend upon the specific requirements enacted and cannot be determined at this time.

Environmental Laws are not the only source of environmental liability. Under common law, owners and operators of real property may face liability for personal injury or property damage because of various environmental conditions such as alleged exposure to hazardous or toxic substances (including, but not limited to, ACMs, PCBs and CFCs), poor indoor air quality, radon or poor drinking water quality.

Although we have incurred and expect to incur remediation and various environmental-related costs during the ordinary course of operations, management does not anticipate that such costs will have a material adverse effect on our operations or financial condition.

Seasonality and Diversification

The hotel industry is seasonal in nature; however, the periods during which our properties experience higher revenues vary from property to property and depend principally upon location. Generally, our revenues and operating income have been lower in the first quarter than in the second, third or fourth quarters.

Comparability of Owned Hotel Results

We continually update and renovate our owned, leased and consolidated joint venture hotels. While undergoing renovation, these hotels are generally not operating at full capacity and, as such, these renovations

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can negatively impact our owned hotel revenues and operating income. Other events, such as the occurrence of natural disasters may cause a full or partial closure or sale of a hotel, and such events can negatively impact our revenues and operating income. Finally, as we pursue our strategy of reducing our investment in owned real estate assets, the sale of such assets can significantly reduce our revenues and operating income from owned, leased and consolidated joint venture hotels.

Employees

At December 31, 2013, approximately 181,400 people were employed at our corporate offices, owned and managed hotels and vacation ownership resorts, of which approximately 29% were employed in the United States. At December 31, 2013, approximately 25% of the U.S.-based employees were covered by various collective bargaining agreements providing, generally, for basic pay rates, working hours, other conditions of employment and orderly settlement of labor disputes. Generally, labor relations have been maintained in a normal and satisfactory manner, and management believes that our employee relations are satisfactory.

Where You Can Find More Information

We file an annual report on a Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports, a proxy statement and other information with the Securities and Exchange Commission (“SEC”). Our SEC filings are available to the public over the internet at the SEC’s website at http://www.sec.gov. Our SEC filings are also available on our website at http://www.starwoodhotels.com/corporate/investor_relations.html as soon as reasonably practicable after they are filed with or furnished to the SEC. You may also read and copy any document we file with the SEC at its public reference room located at 100 F Street, NE, in Washington, D.C. 20549 on official business days during the hours of 10 a.m. to 3 p.m. Please call the SEC at (800) SEC-0330 for further information. Our filings with the SEC are also available at the New York Stock Exchange. For more information on obtaining copies of our public filings at the New York Stock Exchange, you should call (212) 656-5060. You may also obtain a copy of our filings free of charge by calling Investor Relations at (203) 351-3500.

Item 1A. Risk Factors.

Risks Relating to Our Business and Industry

We Are Subject to the Business, Financial and Operating Risks Common to the Hotel, Vacation Ownership and Residential Industries, Any of Which Could Reduce Our Revenues and Limit Opportunities for Growth. Business, financial and operating risks common to the hotel, vacation ownership and residential industries include:

• significant competition from multiple hospitality providers in all parts of the world;

• the costs and administrative burdens associated with complying with applicable laws and regulations in the U.S. and in all of the other countries in which we operate;

• delays in or cancellations of planned or future development or refurbishment projects;

• changes in desirability of geographic regions of the hotels or timeshare resorts in our business, geographic concentration of our operations and customers (including certain concentration in new and emerging markets), and shortages of desirable locations for development;

• decreases in the demand for transient rooms, vacation ownership interests, residential products and related lodging services, including a reduction in business travel as a result of alternatives to in-person meetings (including virtual meetings hosted online or over private teleconferencing networks) or due to general economic conditions;

• decreased corporate or governmental travel-related budgets and spending, as well as cancellations, deferrals or renegotiations of group business such as industry conventions;

• negative public perception of corporate travel-related activities;

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• statements, actions, or interventions by governmental officials related to travel, meetings or other aspects of hotel business and operations;

• the impact of internet intermediaries and other new industry entrants on pricing and the value of our brands and our increasing reliance on technology;

• health, safety and environmental laws, rules and regulations and other governmental and regulatory action;

• changes in operating costs including, but not limited to, energy, water, labor costs (including the impact of labor shortages and unionization), food costs, workers’ compensation and health-care related costs, insurance and unanticipated costs such as acts of nature and their consequences;

• disputes with owners of properties may lead to the termination of our management or franchise agreements or result in litigation;

• the availability and cost of capital to allow us and hotel owners and franchisees to fund construction and renovations;

• the financial condition of third-party owners, developers, franchisees and joint venture partners; and

• cyclical over-building in the hotel, residential and vacation ownership industries.

Macroeconomic and Other Factors Beyond Our Control Can Adversely Affect and Reduce Demand For Our Products and Services. Macroeconomic and other factors beyond our control that could adversely affect and reduce demand for our products and services include, but are not limited to:

• changes in general economic conditions, including low consumer confidence, unemployment levels and the severity and duration of downturns in the United States, Europe and global economies;

• war, political conditions and civil unrest, terrorist activities or threats and heightened travel security measures instituted in response thereto;

• natural or man-made disasters, such as earthquakes, tsunamis, tornadoes, hurricanes, typhoons, floods, drought, volcanic eruptions, oil spills and nuclear incidents;

• conditions which negatively shape public perception of travel, including travel-related accidents and travelers’ fears of exposures to contagious diseases;

• the financial condition of the airline, automotive and other transportation-related industries;

• the physical risks of climate change and/or availability and quality of natural resources, such as a secure and economical supply of water or energy in some locations; and

• foreign exchange fluctuations.

If We Are Unable to Maintain Existing Management and Franchise Agreements or Obtain New Agreements on as Favorable Terms, Our Operating Results May Be Adversely Affected. We are impacted by our relationships with hotel owners and franchisees. Our hotel management contracts are typically long-term arrangements, but most allow the hotel owner to replace us in certain circumstances, such as the bankruptcy of the hotel owner or franchisee, the failure to meet certain financial or performance criteria and in certain cases, upon a sale of the property. Our ability to meet these financial and performance criteria is subject to, among other things, the risks common to hotel industries described above. Factors outside of our control could also have a significant negative impact on the financial condition and viability of our hotel property owners. Additionally, the nature of responsibilities under these management and franchise arrangements may give rise to disagreements with the property owners. Any disputes with property owners could be very expensive for us, even if the outcome is ultimately decided in our favor. We cannot predict the outcome of any arbitration or litigation, the effect of any negative judgment against us or the amount of any settlement that we may enter into with any third-party. An adverse result in any of these proceedings could materially adversely affect our results of operations. Furthermore, specific to our industry, some courts have applied principles of agency law and related fiduciary

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standards to managers of third-party hotel properties, which means that property owners may assert the right to terminate agreements even where the agreements do not expressly provide for termination. In the event of any such termination, we may need to enforce our right to damages for breach of contract and related claims and incur significant legal fees and expenses. Any damages we ultimately collect could be less than the projected value of the fees and other amounts we would have otherwise collected under the management agreement. Consequently, our operating results would be adversely affected if we could not maintain existing management, franchise or representation agreements or obtain new agreements on as favorable terms as the existing agreements.

We and Our Third Party Licensees May Not Be Able to Sell Residential Properties Using Our Brands for a Profit or at Anticipated Prices. We utilize our brands in connection with the residential portions of certain properties that we develop, and we license our brands to third parties to use in a similar manner for a fee. Residential properties using our brands could become less attractive due to changes in mortgage rates and the availability of mortgage financing generally, market absorption or oversupply in a particular market, changes in tax laws, or other factors affecting real estate markets. As a result, we and our third party licensees may not be able to sell these residences for a profit or at the prices that we or they have anticipated.

The Global Economy Generally May Continue to Impact Our Financial Results and Growth. Consumer demand for our services is closely linked to the performance of the general economy and is sensitive to business and personal discretionary spending levels. Weak economic conditions in Europe and other parts of the world, potential disruptions in the U.S. economy, political instability in some areas throughout the world, and the uncertainty over how long any of these conditions will continue, could have a negative impact on the hotel and vacation ownership and residential industries by decreasing the revenues and profitability of our owned properties, limiting the amount of fee revenues we are able to generate from our managed and franchised properties, and reducing overall demand for timeshare intervals. Substantial increases in air and ground travel costs and decreases in airline capacity could reduce demand for our hotel rooms and interval and fractional timeshare products. Accordingly, our financial results have been impacted by such economic conditions and both our future financial results and growth could be further harmed if recovery from the economic conditions stalls or such conditions worsen. In certain cases, we have entered into third party hotel management contracts which contain performance guarantees specifying that certain operating metrics will be achieved. As a result of an economic downturn in the lodging industry, we may not meet the requisite performance levels, and we may be forced to loan or contribute monies to fund the shortfall of performance levels or terminate the management contract. For a more detailed description of our performance guarantees, see Note 25 of the consolidated financial statements.

Our Revenues, Profits, or Market Share Could Be Harmed If We Are Unable to Compete Effectively. The hotel, vacation ownership and residential industries are highly competitive. Our properties compete for customers with other hotel and resort properties, ranging from national and international hotel brands to independent, local and regional hotel operators, and, with respect to our vacation ownership resorts and residential projects, with owners reselling their VOIs, including fractional ownership, or apartments. We compete based on a number of factors, including quality and consistency of rooms, restaurant and meeting facilities and services, attractiveness of locations, availability of a global distribution system, price the ability to earn and redeem loyalty program points, and consumer facing technology platforms and services. Some of our competitors may have substantially greater marketing and financial resources than we do, and if we are unable to successfully compete in these areas, our operating results could be adversely affected.

Moreover, our present growth strategy for development of additional hotels entails entering into and maintaining various management agreements, franchise agreements, and leases with property owners. We compete with other hotel companies for this business primarily on the basis of fees, contract terms, brand recognition, and reputation. In connection with entering into these agreements, we may be required to make investments in, or guarantee the obligations of, third parties or guarantee minimum income to third parties. The terms of our management agreements, franchise agreements, and leases for each of our hotels are influenced by contract terms offered by our competitors, among other things. We cannot assure you that any of our current arrangements will continue or that we will be able to enter into future collaborations, renew agreements, or enter into new agreements in the future on terms that are as favorable to us as those that exist today.

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A Degradation in the Quality or Reputation of our Brands Could Adversely Affect our Financial Results and Growth. For our owned, managed and franchised properties to remain attractive and competitive, the property owners and we have to spend money periodically to keep the properties well maintained, modernized and refurbished. This creates an ongoing need for cash. Third-party property owners may be unable to access capital or unwilling to spend available capital when necessary, even if required by the terms of our management or franchise agreements. To the extent that property owners and we cannot fund expenditures from cash generated by operations, funds must be borrowed or otherwise obtained. Failure to make the investments necessary to maintain or improve such properties, act in accordance with applicable brand standards or project a consistent brand image could adversely affect the quality and reputation of our brands. Moreover, third party owners or franchisees may be unwilling or unable to incur the cost of complying with brand standards for new and existing brands as such brands may evolve from time to time. If the reputation or perceived quality of our brands declines, our market share, reputation, business, financial condition or results of operations could be affected.

External Perception of Our Hotels Could Harm Our Brands and Reputation As Well As Reduce Our Revenues and Lower Our Profits. Our brands and our reputation are among our most important assets. Our ability to attract development partners and franchisees and to attract and retain guests depends, in part, upon the external perceptions of Starwood and our nine brands, the quality of our hotels and services and our corporate and management integrity. There is a risk to our brands and our reputation if we fail to act responsibly or comply with regulatory requirements in a number of areas, such as safety and security, sustainability, responsible tourism, environmental management, human rights and support for local communities. The considerable increase in the use of social media over recent years has greatly expanded the potential scope and scale, and increased the rapidity of the dissemination of the negative publicity that could be generated by any such adverse incident or failure. An adverse incident involving our associates or our guests, or in respect of our third party vendors or owners and the industry, and any media coverage resulting therefrom, may harm our brands and reputation, cause a loss of consumer confidence in Starwood, our brands or the industry, and negatively impact our results or operations.

Any Failure to Protect our Intellectual Property Could Have a Negative Impact on the Value of Our Brands and Adversely Affect Our Business. We believe our trademarks are an important component of our business. We rely on trademark laws to protect our proprietary rights. The success of our business depends in part upon our continued ability to use our trademarks to increase brand awareness and further develop our brand in both domestic and international markets. From time to time, we apply to have certain trademarks registered and there is no guarantee that such trademark registrations will be granted. Further, monitoring the unauthorized use of our intellectual property is difficult. Litigation and similar proceedings have been and may continue to be necessary to enforce our intellectual property rights or to determine the validity and scope of the proprietary rights of others. Actions of this type could result in substantial costs and diversion of resources, may result in counterclaims or other claims against us and could significantly harm our results of operations. In addition, the laws of some foreign countries do not protect our proprietary rights to the same extent as do the laws of the United States. We cannot assure you that all of the steps we have taken to protect our trademarks in the United States and foreign countries will be adequate to prevent imitation of our trademarks by others. The unauthorized reproduction of our trademarks could diminish the value of our brand and its market acceptance, competitive advantages or goodwill, which could adversely affect our business. Third parties may also make claims against us for infringing their intellectual property, including patent, copyright, industrial design, trademarks or similar rights that could result in causing us to change our property designs or other branding and result in substantial costs and diversion of resources.

Our Dependence on Hotel and Resort Development Exposes Us to Timing, Budgeting and Other Risks. We intend to participate in the development of hotel and resort properties and residential components of hotel properties, as suitable opportunities arise, taking into consideration the general economic climate. In addition, the owners and developers of new-build properties that we have entered into management or franchise agreements with are subject to these same risks which may impact the amount and timing of fees we had expected to collect from those properties. New project development has a number of risks, including risks associated with:

• construction delays or cost overruns that may increase project costs;

• receipt of zoning, occupancy and other required governmental permits and authorizations;

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• development costs incurred for projects that are not pursued to completion;

• so-called acts of God such as earthquakes, hurricanes, floods or fires that could adversely impact a project;

• defects in design or construction that may result in additional costs to remedy or require all or a portion of a property to be closed during the period required to rectify the situation;

• ability to raise capital; and

• governmental restrictions on the nature or size of a project or timing of completion.

We cannot assure you that any development project, including sites held for development of vacation ownership resorts, will in fact be developed, and, if developed, the time period or the budget of such development may be greater than initially contemplated and the actual number of units or rooms constructed may be less than initially contemplated.

International Operations Are Subject to Unique Political and Monetary Risks. We have significant international operations which as of December 31, 2013 included 158 owned, managed or franchised properties in Europe (including 16 properties with majority ownership); 85 managed or franchised properties in Africa and the Middle East; 79 owned, managed or franchised properties in Latin America (including nine properties with majority ownership); and 263 owned, managed or franchised properties in the Asia Pacific region (including four properties with majority ownership). International operations generally are subject to various political, geopolitical, and other risks that are not present in U.S. operations. These risks include the difficulties involved in managing an organization doing business in many different countries, exposure to local economic conditions, potential adverse changes in the diplomatic relations between foreign countries and the United States, including the threat of international boycott or U.S. anti-boycott legislation, hostility from local populations, including the risk of war, acts of terrorism, political instability and civil unrest in the Middle East and elsewhere, restrictions on the repatriation of non-U.S. earnings and withdrawal of foreign investments, restriction on the ability to pay dividends and remit earnings to affiliated companies and management or franchise fees to the United States, uncertainty as to the enforceability of contractual rights and intellectual property rights under local law, conflicts between local law and United States law and compliance with complex and changing laws, regulations and policies. In addition, sales in international jurisdictions typically are made in local currencies, which subject us to risks associated with currency fluctuations. Currency devaluations and unfavorable changes in international monetary and tax policies could have a material adverse effect on our profitability and financing plans, as could other changes in the international regulatory climate and international economic conditions.

Additionally, our current growth strategy is heavily dependent upon growth in international markets. As of December 31, 2013, 83% of our pipeline represented growth outside North America. Further, 61% of our pipeline represents new properties in Asia Pacific and 44% represents new growth in China alone. If our international expansion plans are unsuccessful, our financial results could be materially adversely affected.

Third Party Internet Reservation Channels May Negatively Impact Our Bookings. Some of our hotel rooms are booked through third party internet travel intermediaries such as Expedia.com^®, Orbitz.com^®, Booking.com^®, and CTrip.com^®, as well as lesser-known online travel service providers. As the percentage of internet bookings increases, these intermediaries may be able to obtain higher commissions, reduced room rates or other significant contract concessions from us. Moreover, some of these internet travel intermediaries are attempting to commoditize hotel rooms by increasing the importance of price and general indicators of quality (such as “three-star downtown hotel”) at the expense of brand identification. Over time, consumers may develop loyalties to these third party internet reservations systems rather than to our lodging brands. Although we expect to derive most of our business from traditional channels and our websites, our business and profitability could be adversely affected if customer loyalties significantly shift from our lodging brands to their travel services, diverting bookings away from our websites, or through their fees increasing the overall cost of internet bookings for our hotels.

In addition, ongoing class action litigation against several online travel intermediaries and lodging companies, including Starwood, challenges the legality under antitrust law of certain provisions in contracts with

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third party intermediaries. While the company is defending the litigation and believes the contract provisions are lawful, the courts will ultimately determine this issue and an adverse outcome could force us to alter our business arrangements with these third parties and could have a negative impact on our financial condition and results of operations.

A Failure to Keep Pace with Developments in Technology Could Impair Our Operations or Competitive Position. The hospitality industry continues to demand the use of sophisticated technology and systems including technology utilized for property management, brand assurance and compliance, procurement, reservation systems, operation of SPG, our customer loyalty program, distribution, revenue management and guest amenities. These technologies can be expected to require refinements, including to comply with the legal requirements such as privacy regulations and requirements established by third parties such as the payment card industry, and there is the risk that advanced new technologies will be introduced. Further, the development and maintenance of these technologies may require significant capital. There can be no assurance that as various systems and technologies become outdated or new technology is required, we will be able to replace or introduce them as quickly as our competition or within budgeted costs and timeframes. Further, there can be no assurance that we will achieve the benefits that may have been anticipated from any new technology or system.

Cyber Threats and the Risk of Data Breaches or Disruptions of our Information Technology Systems Could Harm Our Brand and Adversely Affect our Business. Our business involves the processing, use, storage and transmission of personal information regarding our employees, customers, hotel owners, and vendors for various business purposes, including marketing and promotional purposes. The protection of personal as well as proprietary information is critical to us. We are subject to numerous laws, regulations, and contractual obligations designed to protect personal information, including Member State implementation of the European Union Directive on Data Protection, other foreign data privacy laws, various U.S. federal and state laws, and credit card industry security standards and other applicable information security standards. We have established policies and procedures to help protect the privacy and security of our information. However, every year the number of laws, regulations, and information security requirements continue to grow, as does the complexity of such laws and requirements. Further, privacy regulations, on occasion, may be inconsistent from one jurisdiction to another. Compliance with applicable privacy regulations may increase our operating costs and/or adversely impact our ability to market our products, properties and services to our guests.

We are dependent on information technology networks and systems to process, transmit and store proprietary and personal information, and to communicate among our various locations around the world, which may include our reservation systems, vacation exchange systems, hotel/property management systems, customer and employee databases, call centers, administrative systems, and third party vendor systems. We store and process such internal and customer information both at onsite facilities and at third-party owned facilities, including for example, in a third-party hosted cloud environment. The complexity of this infrastructure contributes to the potential risk of security breaches. We rely on the security of our information systems, and those of our vendors and other authorized third parties, to protect our proprietary and personal information.

Despite our efforts, information networks and systems may be vulnerable to threats such as system, network or internet failures; computer hacking or business disruption; cyber-terrorism; viruses, worms or other malicious software programs; employee error, negligence, fraud, or misuse of systems; or other unauthorized attempts by third parties to access, modify or delete our proprietary and personal information. Although we have taken steps to address these concerns by implementing network security and internal controls, there can be no assurance that a system failure, unauthorized access, or breach will not occur.

Any compromise of our networks or systems, public disclosure, or loss of personal or proprietary information, non-compliance with contractual or legal obligations regarding personal information, or a violation of a privacy or security policy pertaining to personal information could result in a disruption to our operations; damage to our reputation and a loss of confidence from our customers or employees; legal claims or proceedings, liability under laws that protect personal information, regulatory penalties, potentially resulting in significant monetary damages, regulatory enforcement actions, fines, and/or criminal or civil prosecution in one or more jurisdictions; and subjecting us to additional regulatory scrutiny, or additional costs and liabilities which could have a material adverse effect on our business, operations or financial condition.

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Significant Owners of Our Properties May Concentrate Risks. There is potential for a concentration of ownership of hotels operated under our brands by any single owner. Following the acquisition of the Le Méridien brand business and a large disposition transaction to one ownership group in 2006, single ownership groups own significant numbers of hotels operated by us. While the risks associated with such ownership are no different than exist generally (i.e., the financial position of the owner, the overall state of the relationship with the owner and their participation in optional programs and the impact on cost efficiencies if they choose not to participate), they are more concentrated. If an owner with a considerable portfolio of hotels were to leave our system, it may have a significant impact in certain of our markets and on our financial condition and results of operations.

Our Real Estate Investments Subject Us to Numerous Risks. We are subject to the risks that generally relate to investments in real property because we own and lease hotels and resorts. The investment returns available from equity investments in real estate depend in large part on the amount of income earned and capital appreciation generated by the related properties, and the expenses incurred. In addition, a variety of other factors affect income from properties and real estate values, including governmental regulations, insurance, zoning, tax and eminent domain laws, interest rate levels and the availability of financing. For example, new or existing real estate zoning or tax laws can make it more expensive and/or time-consuming to develop real property or expand, modify or renovate hotels. When interest rates increase, the cost of acquiring, developing, expanding or renovating real property increases and real property values may decrease as the number of potential buyers decreases. Similarly, as financing becomes less available, it becomes more difficult both to acquire and to sell real property. Finally, under eminent domain laws, governments can take real property. Sometimes this taking is for less compensation than the owner believes the property is worth. Any of these factors could have a material adverse impact on our results of operations or financial condition. In addition, equity real estate investments are difficult to sell quickly and we may not be able to adjust our portfolio of owned properties quickly in response to economic or other conditions. If our properties do not generate revenue sufficient to meet operating expenses, including debt service and capital expenditures, our income will be adversely affected.

We May Be Subject to Environmental Liabilities. Our properties and operations are subject to a number of Environmental Laws. Under such laws, we could be held liable for the costs of removing or cleaning up hazardous or toxic substances at, on, under, or in our currently or formerly owned or operated properties. Such laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances. The presence of hazardous or toxic substances may adversely affect the owner’s ability to sell or rent such real property or to borrow using such real property as collateral. Persons who arrange for the disposal or treatment of hazardous or toxic materials or wastes may be liable for the costs of extraction, removal or remediation of such wastes at the treatment, storage or disposal facility, regardless of whether such facility is owned or operated by such person. We use certain substances and generate certain wastes that may be deemed hazardous or toxic under applicable Environmental Laws, and we from time to time have incurred, and in the future may incur, costs related to cleaning up contamination resulting from historic uses at certain of our current or former properties or our treatment, storage or disposal of wastes at facilities owned by others. Other Environmental Laws govern occupational exposure to ACMs and require abatement or removal of certain ACMs (limited quantities of which are present in various building materials such as spray-on insulation, floor coverings, ceiling coverings, tiles, decorative treatments and piping located at certain of our hotels) in the event of damage or demolition, or certain renovations or remodeling. Environmental Laws also regulate PCBs, which may be present in electrical equipment. A number of our hotels have USTs and equipment containing CFCs; the operation and subsequent removal or upgrading of certain USTs and the use of equipment containing CFCs also are regulated by Environmental Laws. In connection with our ownership, operation and management of our properties, we could be held liable for costs of remedial or other action with respect to PCBs, USTs or CFCs.

U.S. Congress, some U.S. states and various countries are considering or have undertaken actions to regulate and reduce greenhouse gas emissions. New or revised laws, taxes and regulations, or new interpretations of existing laws and regulations, such as those related to climate change, could affect the operation of our hotels and/or result in significant additional expense and operating restrictions on us. The cost impact of such legislation, regulation, tax or new interpretations would depend upon the specific requirements enacted and cannot be determined at this time.

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The potential for changes in the frequency, duration and severity of extreme weather events that may be a result of climate change could lead to significant property damage at our hotels and other assets, impact our ability to obtain insurance coverage in areas that are most vulnerable to such events, such as the coastal resort areas where we operate and have a negative effect on revenues.

We Could Be Adversely Affected by Violations of the U.S. Foreign Corrupt Practices Act and Similar Anti-Corruption Laws. Our business operations in countries outside the United States are subject to anti-corruption laws and regulations, including restrictions imposed by the Foreign Corrupt Practices Act (“FCPA”). The FCPA and similar anti-corruption laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments to government officials or any other person for the purpose of obtaining or retaining business. We operate in many parts of the world that have experienced governmental corruption to some degree and, in certain circumstances, strict compliance with anti-corruption laws may conflict with local customs and practices. We train our employees concerning anti-corruption laws and issues, and also require our third-party business partners and agents and others who work with us or on our behalf that they must comply with our anti-corruption policies. We also have policies, procedures and controls in place to monitor internal and external compliance. We cannot provide assurance that our internal controls and procedures will always protect us from reckless or criminal acts committed by our employees or third-parties with whom we work. If we are found to be liable for violations of the FCPA or similar anti-corruption laws in international jurisdictions, either due to our own acts or out of inadvertence, or due to the acts or inadvertence of others, we could suffer criminal or civil penalties which could have a material and adverse effect on our results of operations, financial condition and cash flows.

Failure to Comply with Sanction Laws May Adversely Impact our Business. From time to time, the United States imposes sanctions that restrict U.S. companies from engaging in business activities with certain persons, foreign countries, or foreign governments that it determines are adverse to U.S. foreign policy interests.

For example, the United States has issued an executive order that prohibits U.S. companies from engaging in certain business activities with the government of Syria, a country that the United States has identified as a state sponsor of terrorism. During fiscal 2013, a foreign subsidiary of Starwood generated less than $15,000 of revenue from management and other fees from long standing relationships with hotels located in Syria. This amount constitutes significantly less than 1% of our worldwide annual revenues. We believe our activities in Syria are in full compliance with U.S. and local law. At any time, the United States may impose additional sanctions against Syria or any other country in which we may have ongoing activities. If so, our existing activities may be adversely affected, depending on the nature of the sanctions that might be imposed.

Further, our activities in countries that are subject to U.S. sanction laws or countries that have experienced government corruption may reduce demand for our stock among certain investors. Any restrictions on Starwood’s ability to conduct its business operations across the world could negatively impact our financial results.

Our Insurance Policies May Not Cover All Potential Losses. We maintain insurance coverage for liability, property, business interruption, and other risks with respect to our owned and leased properties, and we may make select insurance programs available to owners of properties we manage or franchise. These policies offer coverage terms and conditions that we believe are usual and customary for our industry. Generally, our “all-risk” property policies provide that coverage is available on a per occurrence basis and that, for each occurrence, there is a limit as well as various sub-limits on the amount of insurance proceeds we will receive in excess of applicable deductibles. In addition, there may be aggregate limits or sublimits under the policies. Our property policies also provide coverage for earthquake, named windstorm and flood events. If an insurable event occurs that affects more than one of our owned hotels and/or managed or franchised hotels owned by third parties that participate in our insurance program, the claims from each affected hotel may be considered together per policy provisions to determine whether the per occurrence limit, annual aggregate limit or sub-limits, depending on the type of claim, have been reached. If the limits or sub-limits are exceeded each affected hotel may only receive a proportional share of the amount of insurance proceeds provided for under the policy. In addition, under those circumstances, claims by third party owners will reduce the coverage available for our owned and leased properties.

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In addition, there are also other risks including but not limited to war, certain forms of terrorism such as nuclear, biological or chemical terrorism, political risks, some environmental hazards and/or Acts of God that may be deemed to fall completely outside the general coverage limits of our policies or may be uninsurable or cost prohibitive to justify insuring against. Furthermore, if the U.S. Terrorism Risk Insurance Program Reauthorization Act (“TRIPRA”) is not extended or renewed upon its expiration in 2014, the cost for terrorism insurance coverage may increase and/or the terms, conditions, exclusions, retentions, limits and sublimits of such insurance may be materially amended, and may effectively decrease the scope and availability of such insurance to the point where it is effectively unavailable.

We may also encounter challenges with a Starwood and/or Third Party Owners’ insurance provider regarding whether it can or will pay a claim(s) that we believe to be covered under the policy. Should an uninsured loss or a loss in excess of insured limits occur, we could lose all or a portion of the capital we have invested in a hotel or resort, as well as the anticipated future revenue from the hotel or resort. In that event, we might nevertheless remain obligated for any mortgage debt or other financial obligations related to the property.

Our Acquisitions/Dispositions and Investments in New Brands May Ultimately Not Prove Successful and We May Not Realize Anticipated Benefits. We consider corporate as well as property acquisitions and investments that complement our business. In many cases, we compete for these opportunities with third parties who may have substantially greater financial resources or different or lower acceptable financial metrics than we do. There can be no assurance that we will be able to identify acquisition or investment candidates or complete transactions on commercially reasonable terms or at all. If transactions are consummated, there can be no assurance that any anticipated benefits will actually be realized. Similarly, there can be no assurance that we will be able to obtain additional financing for acquisitions or investments, or that the ability to obtain such financing will not be restricted by the terms of our debt agreements.

We periodically review our business to identify properties or other assets that we believe either are non-core, no longer complement our business, are in markets which may not benefit us as much as other markets during an economic recovery or could be sold at significant premiums. We are focused on restructuring and enhancing real estate returns and monetizing investments, and from time to time, may attempt to sell these identified properties and assets. There can be no assurance; however, that we will be able to complete dispositions on commercially reasonable terms or at all or that any anticipated benefits will actually be received.

We may develop and launch additional brands in the future. There can be no assurance regarding the level of acceptance of these brands in the development and consumer marketplaces, that the cost incurred in developing the brands will be recovered or that the anticipated benefits from these new brands will be realized.

Investing Through Partnerships or Joint Ventures Decreases Our Ability to Manage Risk. In addition to acquiring or developing hotels and resorts or acquiring companies that complement our business directly, we have from time to time invested, and expect to continue to invest, as a co-venturer. Joint venturers often have shared control over the operation of the joint venture assets. Therefore, joint venture investments may involve risks such as the possibility that the co-venturer in an investment might become bankrupt or not have the financial resources to meet its obligations, or have economic or business interests or goals that are inconsistent with our business interests or goals, or be in a position to take action contrary to our instructions or requests or contrary to our policies or objectives. Consequently, actions by a co-venturer might subject hotels and resorts owned by the joint venture to additional risk. Further, we may be unable to take action without the approval of our joint venture partners. Alternatively, our joint venture partners could take actions binding on the joint venture without our consent. Additionally, should a joint venture partner become bankrupt, we could become liable for our partner’s share of joint venture liabilities.

Our Vacation Ownership Business is Subject to Extensive Regulation and Risk of Default. We market and sell VOIs, which typically entitle the buyer to ownership of a fully-furnished resort unit for a one-week period on either an annual or an alternate-year basis. We also acquire, develop and operate vacation ownership resorts, and provide financing to purchasers of VOIs. These activities are all subject to extensive regulation by the federal government, states or other jurisdictions in which vacation ownership resorts are located and in which VOIs are marketed and sold including regulation of our telemarketing activities under state and federal “Do Not Call” laws. In addition, the laws of most jurisdictions in which we sell VOIs grant the purchaser the right to rescind the

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purchase contract at any time within a statutory rescission period. Laws in some of the jurisdictions would impose liability on us as the developer of the resort for certain construction related defects. Although we believe that we are in material compliance with all applicable federal, state, local and foreign laws and regulations to which vacation ownership marketing, sales and operations are currently subject, changes in these requirements, or a determination by a regulatory authority that we were not in compliance, could adversely affect us. In particular, increased regulations of telemarketing activities could adversely impact the marketing of our VOIs.

We bear the risk of defaults under purchaser mortgages on VOIs. If a VOI purchaser defaults on the mortgage during the early part of the loan amortization period, we will not have recovered the marketing, selling (other than commissions in certain events), and general and administrative costs associated with such VOI, and such costs will be incurred again in connection with the resale of the repossessed VOI. Accordingly, there is no assurance that the sales price will be fully or partially recovered from a defaulting purchaser or, in the event of such defaults, that our allowance for losses will be adequate.

Risks Related to Our Dependence on Senior Management and Our Ability to Achieve Our Growth Strategy. Our future success and our ability to manage future growth depend in large part upon the efforts of our senior management and our ability to attract and retain key officers and other highly qualified personnel. Competition for such personnel is intense. There can be no assurance that we will continue to be successful in attracting and retaining qualified personnel. Accordingly, there can be no assurance that our senior management will be able to successfully execute and implement our growth and operating strategies.

Over the last few years we have been pursuing a strategy of reducing our investment in owned real estate and increasing our focus on the management and franchise business. As a result, we are planning on substantially increasing the number of hotels we open every year and increasing the overall number of hotels in our system. This increase will require us to recruit and train a substantial number of new associates to work at these hotels as well as increasing our capabilities to enable hotels to open on time and successfully. There can be no assurance that our strategy will be successful.

Changes in U.S. Federal, State and Local or Foreign Tax Law, Interpretations of Existing Tax Law, or Adverse Determinations by Tax Authorities, Could Increase our Tax Burden or Otherwise Adversely Affect our Financial Condition or Results of Operations. We are subject to taxation at the federal, state or provincial and local levels in the U.S. and various other countries and jurisdictions. Our future effective tax rate could be affected by changes in the composition of earnings in jurisdictions with differing tax rates, changes in statutory rates and other legislative changes, changes in the valuation of our deferred tax assets and liabilities, or changes in determinations regarding the jurisdictions in which we are subject to tax. From time to time, the U.S. federal, state and local and foreign governments make substantive changes to tax rules and their application, which could result in materially higher corporate taxes than would be incurred under existing tax law and could adversely affect our financial condition or results of operations.

We record tax expense based in part on our estimates of expected future tax rates, reserves for uncertain tax positions in multiple tax jurisdictions, and valuation allowances related to certain net deferred tax assets, including net operating loss carryforwards. We are subject to ongoing and periodic tax audits and disputes relating to federal, state, local and foreign tax matters. An unfavorable outcome from any tax audit could result in higher tax costs, penalties and interest, thereby adversely impacting our financial condition or results of operations.

Changes to Accounting Rules or Regulations May Adversely Affect our Financial Condition and Results of Operations. New accounting rules or regulations and varying interpretations of existing accounting rules or regulations have occurred and may occur in the future. A change in accounting rules or regulations may even affect our reporting of transactions completed before the change is effective, and future changes to accounting rules or regulations or the questioning of current accounting practices may adversely affect our financial condition and results of operations.

Changes to Estimates or Projections Used to Assess the Fair Value of Our Assets, or Operating Results That are Lower Than our Current Estimates at Certain Locations, May Cause Us to Incur Impairment Charges That Could Adversely Affect Our Results of Operations. Our total assets include goodwill, intangible assets with an indefinite life, other intangible assets with finite useful lives, and substantial amounts of long-lived

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assets, principally property and equipment, including hotel properties. We evaluate our goodwill and trademarks for impairment on an annual basis or at other times during the year if events or circumstances indicate that it is more likely than not that the fair value is below the carrying value. We evaluate intangible assets with finite useful lives and long-lived assets for impairment when circumstances indicate that the carrying amount may not be recoverable. Our evaluation of impairment requires us to make certain estimates and assumptions including projections of future results. After performing our evaluation for impairment, including an analysis to determine the recoverability of long-lived assets, we will record an impairment loss when the carrying value of the underlying asset, asset group or reporting unit exceeds its fair value. If the estimates or assumptions used in our evaluation of impairment change, we may be required to record additional impairment losses on certain of these assets. If these impairment losses are significant, our results of operations would be adversely affected.

Risks Relating to Debt Financing

Our Debt Service Obligations May Adversely Affect Our Cash Flow. As a result of our debt obligations, we are subject to: (i) the risk that cash flow from operations will be insufficient to meet required payments of principal and interest, (ii) restrictive covenants, including covenants relating to certain financial ratios, and (iii) interest rate risk. Although we anticipate that we will be able to repay or refinance our existing indebtedness and any other indebtedness when it matures, there can be no assurance that we will be able to do so or that the terms of such refinancing will be favorable. Our leverage may have important consequences including the following: (i) our ability to obtain additional financing for acquisitions, working capital, capital expenditures or other purposes, if necessary, may be impaired or such financing may not be available on terms favorable to us and (ii) a substantial decrease in operating cash flow, EBITDA (as defined in our credit agreements) or a substantial increase in our expenses could make it difficult for us to meet our debt service requirements and restrictive covenants and force us to sell assets and/or modify our operations.

We Have Little Control Over the Availability of Funds Needed to Fund New Investments and Maintain Existing Hotels. In order to fund new hotel investments, as well as refurbish and improve existing hotels, both we and current and potential hotel owners must have access to capital. The availability of funds for new investments and maintenance of existing hotels depends in large measure on capital markets and liquidity factors over which we have little control. Current and prospective hotel owners may find hotel financing expensive and difficult to obtain. Delays, increased costs and other impediments to restructuring such projects may affect our ability to realize fees, recover loans and guarantee advances, or realize equity investments from such projects. Our ability to recover loans and guarantee advances from hotel operations or from owners through the proceeds of hotel sales, refinancing of debt or otherwise may also affect our ability to raise new capital. In addition, downgrades of our public debt ratings by rating agencies could increase our cost of capital. A breach of a covenant could result in an event of default that, if not cured or waived, could result in an acceleration of all or a substantial portion of our debt. For a more detailed description of the covenants imposed by our debt obligations, see Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Cash Used for Financing Activities in this Annual Report.

Volatility in the Credit Markets May Adversely Impact Our Ability to Sell the Loans That Our Vacation Ownership Business Generates. Our vacation ownership business provides financing to purchasers of our vacation ownership units, and we attempt to sell interests in those loans in the securities markets. Volatility in the credit markets may impact the timing and volume of the timeshare loans that we are able to sell. Although we expect to realize the economic value of our vacation ownership note portfolio even if future note sales are temporarily or indefinitely delayed, such delays may result in either increased borrowings to provide capital to replace anticipated proceeds from such sales or reduced spending in order to maintain our leverage and return targets.

Exchange Rate Fluctuations and Foreign Exchange Hedging Arrangements Could Result in Significant Foreign Currency Gains and Losses and Impact Our Business Results. Conducting business in currencies other than the U.S. dollar subjects us to fluctuations in currency exchange rates that could have a negative impact on financial results. We earn revenues and incur expenses in foreign currencies as part of our operations outside of the U.S. As a result, fluctuations in currency exchange rates may significantly increase the amount of translated

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U.S. dollars required for expenses outside the U.S. or significantly decrease the U.S. dollars received from foreign currency revenues. We also have exposure to currency translation risk because, generally, the results of our business outside of the U.S. are reported in local currency and then translated to U.S. dollars for inclusion in our consolidated financial statements. As a result, changes between the foreign exchange rates and the U.S. dollar will affect the recorded amounts of our foreign assets, liabilities, revenues and expenses and could have a negative impact on financial results. Our exposure to foreign currency exchange rate fluctuations will grow if the relative contribution of our operations outside the U.S. increases.

To attempt to mitigate foreign currency exposure, we may enter into foreign exchange hedging agreements with financial institutions to reduce certain of our exposures to fluctuations in currency exchange rates. However, these hedging agreements may not eliminate foreign currency risk entirely and involve costs and risks of their own in the form of transaction costs, credit requirements and counterparty risk.

Risks Relating to Ownership of Our Shares

Our Board of Directors May Issue Preferred Stock and Establish the Preferences and Rights of Such Preferred Stock. Our charter provides that the total number of shares of stock of all classes which the Corporation has authority to issue is 1,200,000,000, consisting of one billion shares of common stock and 200 million shares of preferred stock. Our Board of Directors has the authority, without a vote of stockholders, to establish the preferences and rights of any preferred shares to be issued and to issue such shares. The issuance of preferred shares having special preferences or rights could delay or prevent a change in control even if a change in control would be in the interests of our stockholders. Since our Board of Directors has the power to establish the preferences and rights of preferred shares without a stockholder vote, our Board of Directors may give the holders preferences, powers and rights, including voting rights, senior to the rights of holders of our shares.

Our Board of Directors May Implement Anti-Takeover Devices and Our Bylaws Contain Provisions which May Prevent Takeovers. Certain provisions of Maryland law permit our Board of Directors, without stockholder approval, to implement possible takeover defenses that are not currently in place, such as a classified board. As permitted under the Maryland General Corporation Law, our Bylaws provide that directors have the exclusive right to amend our Bylaws.

We Cannot Provide Assurance That We Will Continue to Pay Dividends. There can be no assurance that we will continue to pay dividends. Our Board of Directors may suspend the payment of dividends if the Board deems such action to be in the best interests of the Company or stockholders. If we do not pay dividends, the price of our common stock must appreciate for you to realize a gain on your investment in the Company. This appreciation may not occur and our stock may, in fact, depreciate in value.

Item 1B.  Unresolved Staff Comments.

None.

Item 2. Properties.

Our hotel properties and vacation ownership and residential business properties are described in Part I, Item 1. “Business,” earlier in this report.

Our corporate headquarters are located at One StarPoint, Stamford, Connecticut, which lease expires in February 2027. In addition to our corporate headquarters, we lease space for our divisional offices, service centers and sales offices, both domestically and internationally.

We believe that our corporate headquarters and other leased space are in good condition and are sufficient and suitable for the conduct of our business. In the event we need to expand our operations, we believe that suitable space will be available on commercially reasonable terms.

Item 3. Legal Proceedings.

Information regarding Legal Proceedings is incorporated by reference from the “Litigation” section in Note 25, Commitments and Contingencies, of our consolidated financial statements set forth in Item 8. Financial Statements and Supplementary Data of this Annual Report, which is incorporated herein by reference.

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Item 4. Mine Safety Disclosures.

Not applicable.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our common stock, par value $0.01 per share (“Corporation Shares”), is traded on the New York Stock Exchange (the “NYSE”) under the symbol “HOT”.

The following table sets forth the quarterly range of the high and low sale prices of the Corporation Shares for the fiscal periods indicated as reported on the NYSE Composite Tape:

	High		Low
2013
Fourth quarter	$	79.77	$	64.40
Third quarter	$	69.99	$	61.92
Second quarter	$	70.16	$	59.21
First quarter	$	63.95	$	57.76
2012
Fourth quarter	$	58.48	$	50.22
Third quarter	$	61.09	$	48.37
Second quarter	$	60.81	$	47.41
First quarter	$	59.10	$	48.23

Approximate Number of Equity Security Holders

As of February 7, 2014, there were approximately 11,600 holders of record of Corporation Shares.

Dividends

We declared cash dividends to holders of Corporation Shares for the fiscal years ended December 31, 2013 and 2012 as follows:

	Dividends Declared
2013
Annual dividend	$	1.35	(a)
2012
Annual dividend	$	1.25	(b)

(a) We declared a dividend in the fourth quarter of 2013 to stockholders of record on December 13, 2013, which was paid in December 2013.

(b) We declared a dividend in the fourth quarter of 2012 to stockholders of record on December 14, 2012, which was paid in December 2012.

In 2014, we plan to commence paying dividends on a quarterly basis.

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Conversion of Securities; Sale of Unregistered Securities

Units of SLC Operating Limited Partnership, our consolidated subsidiary, are convertible into Corporation Shares at the unit holders’ option, provided that we have the unilateral option to settle conversion requests in cash or Corporation Shares. At December 31, 2013 and 2012 there were approximately 158,000 of these units outstanding.

Issuer Purchases of Equity Securities

In February 2013, our Board of Directors authorized a $500 million increase to our share repurchase program. In October 2013, the Board of Directors authorized an additional $250 million increase to our share repurchase program. During the year ended December 31, 2013, we repurchased 4.9 million common shares at an average price of $64.98 for a total cost of approximately $316 million. Since 2011, we have repurchased 11.2 million common shares for a total cost of approximately $636 million, and as of December 31, 2013, $614 million remained available under the share repurchase authorization.

STOCK RETURN PERFORMANCE AND CUMULATIVE TOTAL RETURN

Set forth below is a line graph comparing the cumulative total stockholder return on the Corporation Shares against the cumulative total return on the S&P 500 and the S&P Hotels, Resorts & Cruise Lines Index (the “S&P Hotel”) for the five fiscal years beginning after December 31, 2008 and ending December 31, 2013. The graph assumes that the value of the investments was $100 on December 31, 2008 and that all dividends and other distributions were reinvested. The comparisons are provided in response to SEC disclosure requirements and are not intended to forecast or be indicative of future performance.

	12/31/08	12/31/09	12/31/10	12/31/11	12/31/12	12/31/13
Starwood	$100.00	205.42	343.10	273.61	334.29	470.90
S&P 500	$100.00	126.45	145.52	148.55	172.29	228.04
S&P 500 Hotel	$100.00	155.86	238.87	192.78	241.25	311.40

Note: S&P 500 Hotel Index includes Carnival Corp, Marriott, Starwood and Wyndham. S&P adjusts the weighting of the Index such that an addition or deletion of a company does not change the level of the Index and returns are only affected on a forward basis.

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Item 6. Selected Financial Data.

The following selected financial data should be read in conjunction with the information set forth under Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations and our consolidated financial statements and related notes thereto (the “Notes”) beginning on page F-1 of this Annual Report.

	Year Ended December 31,
	2013			2012			2011			2010			2009
	(In millions, except per share data)
Revenues	$	6,115		$	6,321		$	5,624		$	5,071		$	4,696
Operating income	$	925		$	912		$	630		$	600		$	26
Income (loss) from continuing operations (a)	$	565		$	470		$	502		$	310		$	(1	)
Diluted earnings per share from continuing operations	$	2.92		$	2.39		$	2.57		$	1.63		$	0.00
Cash from operating activities	$	1,151		$	1,184		$	641		$	764		$	571
Cash from (used for) investing activities	$	(158	)	$	126		$	(176	)	$	(71	)	$	116
Cash used for financing activities	$	(678	)	$	(1,456	)	$	(755	)	$	(26	)	$	(993	)
Aggregate cash distributions paid	$	256		$	242		$	99		$	93		$	165
Cash distributions and dividends declared per Share	$	1.35		$	1.25		$	0.50		$	0.30		$	0.20

(a) Amounts represent income from continuing operations attributable to Corporation Shares (i.e. excluding non-controlling interests).

	At December 31,
	2013		2012		2011		2010		2009
	(In millions)
Total assets	$	8,762	$	8,855	$	9,560	$	9,776	$	8,761
Long-term debt, net of current maturities	$	1,523	$	1,656	$	2,596	$	3,215	$	2,955

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) discusses our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and costs and expenses during the reporting periods. On an ongoing basis, management evaluates its estimates and judgments, including those relating to revenue recognition, bad debts, inventories, investments, plant, property and equipment, goodwill and intangible assets, income taxes, financing operations, frequent guest program liability, self-insurance claims payable, restructuring costs, retirement benefits and contingencies and litigation.

Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making decisions about the carrying values of assets and liabilities that are not readily available from other sources. Actual results may differ from these estimates under different assumptions and conditions.

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CRITICAL ACCOUNTING POLICIES

We believe the following to be our critical accounting policies:

Revenue Recognition. Our revenues are primarily derived from the following sources: (1) hotel and resort revenues at our owned, leased and consolidated joint venture properties; (2) management fees and franchise fees; (3) vacation ownership and residential sales; (4) other revenues from managed and franchised properties. Generally, revenues are recognized when the services have been rendered. Taxes collected from customers and submitted to taxing authorities are not recorded in revenue. The following is a description of the composition of our revenues:

• Owned, Leased and Consolidated Joint Ventures — Represents revenue primarily derived from hotel operations, including the rental of rooms and food and beverage sales, from our owned, leased and consolidated joint venture hotels and resorts. Revenue is recognized when rooms are occupied and services have been rendered. These revenues are impacted by global economic conditions affecting the travel and hospitality industry as well as relative market share of the local competitive set of hotels. Revenue per available room (“REVPAR”) is a leading indicator of revenue trends at owned, leased and consolidated joint venture hotels as it measures the period-over-period growth in rooms revenue for comparable properties.

• Management Fees and Franchise Fees — Represents fees earned on hotels and resorts managed worldwide, usually under long-term contracts, franchise fees received in connection with the franchise of our Luxury Collection, Westin, Le Méridien, Sheraton, Four Points by Sheraton, Aloft and Element brand names, termination fees and the amortization of deferred gains related to sold properties for which we have significant continuing involvement. Management fees are comprised of a base fee, which is generally based on a percentage of gross revenues, and an incentive fee, which is generally based on the property’s profitability. For any time during the year, when the provisions of our management contracts allow receipt of incentive fees upon termination, incentive fees are recognized for the fees due and earned as if the contract was terminated at that date, exclusive of any termination fees due or payable. Therefore, during periods prior to year-end, the incentive fees recorded may not be indicative of the eventual incentive fees that will be recognized at year-end as conditions and incentive hurdle calculations may not be final. Franchise fees are generally based on a percentage of hotel room revenues. As with our owned, leased and consolidated joint venture hotel revenues discussed above, these revenue sources are affected by conditions impacting the travel and hospitality industry as well as competition from other hotel management and franchise companies.

• Vacation Ownership and Residential Sales — We recognize revenue from VOI sales and financings and the sales of residential units which are typically a component of mixed use projects that include a hotel. Such revenues are impacted by the state of the global economy and, in particular, the U.S. economy, as well as interest rates and other economic conditions affecting the lending market. Revenue is generally recognized upon the buyer demonstrating a sufficient level of initial and continuing investment, when the period of cancellation with refund has expired and receivables are deemed collectible. We determine the portion of revenues to recognize for sales accounted for under the percentage of completion method based on judgments and estimates including total project costs to complete. Additionally, we record reserves against these revenues based on expected default levels. Changes in costs could lead to adjustments to the percentage of completion status of a project, which may result in differences in the timing and amount of revenues recognized from the projects. We have also entered into licensing agreements with third-party developers to offer consumers branded condominiums or residences. Our fees from these agreements are generally based on the gross sales revenue of units sold. Residential fee revenue is recorded in the period that a purchase and sales agreement exists, delivery of services and obligations has occurred, the fee to the owner is deemed fixed and determinable and collectability of the fees is reasonably assured. Residential revenue on whole ownership units is generally recorded using the completed contract method, whereby revenue is recognized only when a sales contract is completed or substantially completed. During the performance period, costs and deposits are recorded on the balance sheet.

• Other Revenues from Managed and Franchised Properties – These revenues represent reimbursements of costs incurred on behalf of managed hotel properties and franchisees. These costs relate primarily to

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payroll costs at managed properties where we are the employer. Since the reimbursements are made based upon the costs incurred with no added margin, these revenues and corresponding expenses have no effect on our operating income or our net income.

Goodwill and Intangible Assets. Goodwill and intangible assets arise in connection with acquisitions, including the acquisition of management and franchise contracts. We do not amortize goodwill and intangible assets with indefinite lives. Intangible assets with finite lives are amortized over their respective useful lives. In accordance with Accounting Standards Codification (“ASC”) Topic 350, Intangibles – Goodwill and Other, we review all goodwill and intangible assets for impairment annually (see Note 7), or upon the occurrence of a trigger event.

When testing goodwill for impairment, ASC Topic 350 permits us to assess qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount as a basis to determine whether the two-step impairment test is necessary. We also have the option to bypass the qualitative assessment for any reporting unit in any period and proceed directly to performing the first step of the two-step goodwill impairment test. Impairment charges, if any, are recognized in operating results.

To determine how we test the goodwill of our reporting units for impairment, we consider the results of the previous year’s tests and the percentage by which the fair value of the reporting unit exceeded its carrying value, the performance of our current year operations and our expectations for future operations. We had no goodwill impairment charges in 2013, 2012 or 2011. Based on the most recent goodwill impairment test performed in 2013, we do not expect the goodwill of our reporting units will be impaired in the near future.

We may also qualitatively assess our indefinite lived intangible assets for impairment prior to performing the quantitative impairment test, utilizing the same methodology as described previously for our goodwill impairment assessment. If the quantitative analysis is required, we determine the fair value of our indefinite lived intangible assets primarily using the income approach, which requires us to make certain assumptions including growth in fees, operating expenses, inflation, income taxes and terminal value. We had no impairment charges related to our indefinite lived intangible assets in 2013, 2012 or 2011 as the qualitative assessments concluded that it was not more likely than not that the intangible assets were impaired or the quantitative analyses reflected that the fair values of the intangible assets significantly exceeded their book values.

Frequent Guest Program. Starwood Preferred Guest is our frequent guest incentive marketing program. SPG members earn points based on spending at our owned, managed and franchised hotels, as incentives to first-time buyers of VOIs and residences, and through participation in affiliated partners’ programs such as co-branded credit cards and airline travel. Points can be redeemed at substantially all of our owned, managed and franchised hotels as well as through other redemption opportunities with third parties, such as conversion to airline miles.

We charge our owned, managed and franchised hotels the cost of operating the SPG program, including the estimated cost of our future redemption obligation, based on a percentage of our SPG members’ qualified expenditures. Our management and franchise agreements require that we are reimbursed for the costs of operating the SPG program, including marketing, promotions and communications and performing member services for the SPG members. As points are earned, we increase the SPG point liability for the amount of cash we receive from our managed and franchised hotels related to the future redemption obligation. For our owned hotels, we record an expense for the amount of our future redemption obligation with the offset to the SPG point liability. When points are redeemed by the SPG members, the hotels recognize revenue and the SPG point liability is reduced.

Through the services of third-party actuarial analysts, we determine the value of the future redemption obligation based on statistical formulas which project the timing of future point redemptions based on historical experience, including an estimate of the “breakage” for points that will never be redeemed, and an estimate of the points that will eventually be redeemed as well as the cost of reimbursing hotels and other third parties in respect of other redemption opportunities for point redemptions.

We consolidate the assets and liabilities of the SPG program including the liability associated with the future redemption obligation which is included in other long-term liabilities and accrued expenses in the

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accompanying consolidated balance sheets. The total actuarially determined liability, as of December 31, 2013 and 2012 was $1,036 million and $922 million, respectively, of which $313 million and $275 million, respectively, was included in accrued expenses.

Long-Lived Assets. We evaluate the carrying value of our long-lived assets for impairment by comparing the expected undiscounted future cash flows of the assets to the net book value of the assets if certain trigger events occur. If the expected undiscounted future cash flows are less than the net book value of the assets, the excess of the net book value over the estimated fair value is charged to current earnings. Fair value is based upon discounted cash flows of the assets at a rate deemed reasonable for the type of asset and prevailing market conditions, sales of similar assets, appraisals and, if appropriate, current estimated net sales proceeds from pending offers. We evaluate the carrying value of our long-lived assets based on our plans, at the time, for such assets and such qualitative factors as future development in the surrounding area, status of expected local competition and projected incremental income from renovations. Changes to our plans, including a decision to dispose of or change the intended use of an asset, can have a material impact on the carrying value of the asset.

In 2013, one of our owned hotels experienced deteriorating results and was tested for impairment. We concluded that the future undiscounted cash flows related to this hotel would not recover its book value, and we recorded a pre-tax impairment charge of $17 million to gain (loss) on asset dispositions and impairments, net (see Note 4) to reduce the book value to the hotel’s fair value. To determine the fair value of the hotel, we followed the income approach using cash flows and assumptions based on that of a market participant. We also evaluated two additional hotels which are subject to similar market conditions, based on geographical proximity to the impaired hotel, and we concluded that the book values of those two hotels were recoverable. It is reasonably possible that if the future operating results do not meet our projections, the carrying values of these hotels may be impaired.

Loan Loss Reserves. For the vacation ownership and residential segment, we record an estimate of expected uncollectibility on our VOI notes receivable as a reduction of revenue at the time we recognize a timeshare sale. We hold large amounts of homogeneous VOI notes receivable and therefore assess uncollectibility based on pools of receivables. In estimating loan loss reserves, we use a technique referred to as static pool analysis, which tracks defaults for each year’s mortgage originations over the life of the respective notes and projects an estimated default rate. As of December 31, 2013 and 2012, the average estimated default rate for our pools of receivables was 9.3% and 9.7%, respectively.

We use the origination of the notes by brand (Sheraton, Westin, and Other) as the primary credit quality indicator to calculate the loan loss reserve for the vacation ownership notes, as we believe there is a relationship between the default behavior of borrowers and the brand associated with the vacation ownership property they have acquired. In addition to quantitatively calculating the loan loss reserve based on our static pool analysis, we supplement the process by evaluating certain qualitative data, including the aging of the respective receivables, current default trends by brand and origination year, and the Fair Isaac Corporation (“FICO”) scores of the buyers.

Given the significance of our pools of VOI notes receivable, a change in the projected default rate can have a significant impact to our loan loss reserve requirements, with a 0.1% change estimated to have an impact of approximately $4 million.

We consider a VOI note receivable delinquent when it is more than 30 days outstanding. All delinquent loans are placed on nonaccrual status, and we do not resume interest accrual until payment is made. We consider loans to be in default upon reaching 120 days outstanding, at which point, we generally commence the repossession process. Uncollectible VOI notes receivable are charged off when title to the unit is returned to us. We generally do not modify vacation ownership notes that become delinquent or upon default.

For the hotel segments, we measure the impairment of a loan based on the present value of expected future cash flows, discounted at the loan’s original effective interest rate, or the estimated fair value of the collateral. For impaired loans, we establish a specific impairment reserve for the difference between the recorded investment in the loan and the present value of the expected future cash flows or the estimated fair value of the collateral. We apply the loan impairment policy individually to all loans in the portfolio and do not aggregate loans for the purpose of applying such policy. For loans that we have determined to be impaired, we recognize interest income on a cash basis.

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Assets Held for Sale. We consider properties to be assets held for sale when management approves and commits to a formal plan to actively market a property or group of properties for sale and a signed sales contract and significant non-refundable deposit or contract break-up fee exist. Upon designation as an asset held for sale, we record the carrying value of each property or group of properties at the lower of its carrying value which includes allocable segment goodwill or its estimated fair value, less estimated costs to sell, and we stop recording depreciation expense. Any gain realized in connection with the sale of a property for which we have significant continuing involvement (such as through a long-term management agreement) is deferred and recognized over the initial term of the related agreement. The operations of the properties held for sale prior to the sale date are recorded in discontinued operations unless we will have continuing involvement (such as through a management or franchise agreement) after the sale.

Legal Contingencies. We are subject to various legal proceedings and claims, the outcomes of which are subject to significant uncertainty. An estimated loss from a loss contingency should be accrued by a charge to income if it is probable that an asset has been impaired or a liability has been incurred and the amount of the loss can be reasonably estimated. We evaluate, among other factors, the degree of probability of an unfavorable outcome and the ability to make a reasonable estimate of the amount of loss. Changes in these factors could materially impact our financial position or our results of operations (see Note 25).

Income Taxes. We provide for income taxes in accordance with principles contained in ASC Topic 740, Income Taxes. Under these principles, we recognize the amount of income tax payable or refundable for the current year and deferred tax assets and liabilities for the future tax consequences of events that have been recognized in our financial statements or tax returns.

Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period when the new rate is enacted. Deferred tax assets are evaluated for future realization and reduced by a valuation allowance if it is more likely than not that a portion will not be realized. In assessing whether it is more likely than not that deferred tax assets will be realized, we consider all available evidence, both positive and negative, including our recent cumulative earnings experience and expectations of future available taxable income of the appropriate character by taxing jurisdiction, tax attribute carryback and carryforward periods available to us for tax reporting purposes, and prudent and feasible tax planning strategies.

We measure and recognize the amount of tax benefit that should be recorded for financial statement purposes for uncertain tax positions taken or expected to be taken in a tax return. With respect to uncertain tax positions, we evaluate the recognized tax benefits for derecognition, classification, interest and penalties, interim period accounting and disclosure requirements. Judgment is required in assessing the future tax consequences of events that have been recognized in our financial statements or tax returns.

We are currently under audit by the Internal Revenue Service (“IRS”) for years 2007 through 2009. During the period ending December 31, 2013, we received Notices of Proposed Adjustment from the IRS for such years; however, we disagree with the IRS on certain of these adjustments and intend to vigorously contest them, including pursuing all available remedies such as the IRS Appeals process and litigation, if necessary. These unagreed adjustments, if upheld, would result in a significant cash tax and interest payment. More than half of this amount would not affect the effective tax rate due to the timing nature of certain issues. We believe we will prevail in the eventual resolution of these matters and have not adjusted our results of operations as a result of these unagreed proposed adjustments.

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RESULTS OF OPERATIONS

The following discussion presents an analysis of results of our operations for the years ended December 31, 2013, 2012 and 2011.

For the year ended December 31, 2013, management fees, franchise fees and other income grew by 8.7% and Same-Store Worldwide Systemwide REVPAR increased 4.2% compared to 2012. Same-Store Owned Hotel REVPAR in our Americas segment increased 6.4% in the year ended December 31, 2013, when compared to the corresponding period of 2012, driven by growth at The St. Regis Bal Harbour Resort Hotel, the Phoenician, Scottsdale and The St. Regis San Francisco. Occupancies in North America and Europe continued to rise, and we experienced strong fee growth in Latin America, Asia Pacific, Africa, and the Middle East. At Bal Harbour, we have closed on sales of approximately 99% of the available residential units.

At December 31, 2013, we had approximately 450 hotels in the active pipeline representing approximately 105,000 rooms. Of these rooms, 63% are in the upper upscale and luxury segments and 83% are outside of North America. During 2013, we signed 152 hotel management and franchise contracts (representing approximately 32,200 rooms). Also, during 2013, 74 new hotels and resorts (representing approximately 16,200 rooms) entered the system and 32 properties (representing approximately 7,500 rooms) exited the system.

An indicator of the performance of our owned, leased and consolidated joint venture hotels, as well as our managed and franchised hotels, is REVPAR, as it measures the period-over-period change in rooms’ revenue for comparable properties. Along with REVPAR, we also evaluate our hotels by measuring the change in Average Daily Rate (“ADR”) and occupancy. This is particularly the case in the United States, where there is no impact on this measure from foreign currency exchange rates.

We continually update our owned, leased and consolidated joint venture hotels and include these hotels in our Same-Store Owned Hotel results. We also undertake major repositionings of hotels. While undergoing major repositionings, hotels are generally not operating at full capacity and, as such, these repositionings can negatively impact our hotel revenues and are not included in Same-Store Owned Hotel results. We may continue to reposition our owned, leased and consolidated joint venture hotels as we pursue our brand and quality strategies. In addition, several owned hotels are located in regions which are seasonal and, therefore, these hotels do not operate at full capacity throughout the year.

Our SPG loyalty guest program continues to be an industry leader and innovator. The enhancements to the program in recent years, coupled with industry-first programs like Crossover Rewards, helped us to attract the next wave of global, elite travelers and drove SPG occupancy rates to record levels. Beginning in 2013 and continuing throughout 2014, we are focused on digital innovation and personalization. This focus helps us better connect with guests and customers, sell through our own channels and deliver more personalized service, all while enhancing our brands.

We manage and operate our hotel business in three separate hotel segments: (i) the Americas, (ii) EAME, and (iii) Asia Pacific. Our vacation ownership and residential business is a separate segment.

In addition to revenues recorded within our four segments, we also have other revenues from managed and franchised properties, which represent the reimbursement of costs incurred on behalf of managed and franchised property owners. These revenues, together with the corresponding expenses, are not recorded within our segments. Other corporate unallocated revenues and earnings primarily relate to other license fee income and are also reported outside of segment revenues.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations includes discussion of our consolidated operating results as well as discussion about each of our four segments. Additionally, Note 26 to the consolidated financial statements presents further information about our segments.

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Year Ended December 31, 2013 Compared with Year Ended December 31, 2012

Consolidated Results

	Year Ended December 31, 2013		Year Ended December  31, 2012		Increase / (decrease) from prior year			Percentage change from prior year
	(in millions)
Owned, Leased and Consolidated Joint Venture Hotels	$	1,612	$	1,698	$	(86	)		(5.1	)%
Management Fees, Franchise Fees and Other Income		965		888		77			8.7	%
Vacation Ownership and Residential		924		1,287		(363	)		(28.2	)%
Other Revenues from Managed and Franchised Properties		2,614		2,448		166			6.8	%
Total Revenues	$	6,115	$	6,321	$	(206	)		(3.3	)%

The decrease in revenues from owned, leased and consolidated joint venture hotels was primarily due to lost revenues from 14 owned hotels that were sold in 2013 and 2012. These sold hotels had revenues of $48 million in the year ended December 31, 2013, compared to $186 million for the corresponding period in 2012. Revenues at our Same-Store Owned Hotels (36 hotels for the year ended December 31, 2013 and 2012, excluding the 14 hotels sold, one hotel transferred to our vacation ownership business and 11 additional hotels undergoing significant repositionings or without comparable results in 2013 and 2012) increased 4.1%, or $49 million, to $1,225 million for the year ended December 31, 2013, when compared to $1,176 million in the corresponding period of 2012. The one hotel transferred to our vacation ownership and residential segment on January 1, 2013 was previously in the Americas segment and had $29 million in revenues in 2012. Additionally, the 11 hotels undergoing significant repositionings or without comparable results had revenues of $312 million for the year ended December 31, 2013 compared to $281 million for the year ended December 31, 2012. As of December 31, 2013, nine of the 11 hotels undergoing significant repositionings or without comparable results were open and available to operate their guestrooms at full capacity.

REVPAR at our worldwide Same-Store Owned Hotels was $167.19 for the year ended December 31, 2013, compared to $160.51 in the corresponding period in 2012. The increase in REVPAR at these worldwide Same-Store Owned Hotels resulted from an increase in ADR to $230.17 for the year ended December 31, 2013, compared to $222.06 for the corresponding period in 2012 and an increase in occupancy rates to 72.6% for the year ended December 31, 2013, compared to 72.3% in the corresponding period in 2012. While REVPAR growth was particularly strong at our owned hotels in Miami, Florida, Phoenix, Arizona, Barcelona, Spain and Mexico City, Mexico, we experienced decreases in REVPAR at our owned hotels in Buenos Aires, Argentina, Rio de Janeiro, Brazil and London, England.

The increase in management fees, franchise fees and other income was primarily a result of a $65 million increase in management fees and franchise fees and an increase in other revenues of approximately $15 million. Total management and franchise fee revenues increased to $941 million for the year ended December 31, 2013, compared to $861 million for the corresponding period in 2012. Management fees increased 10.0% to $560 million and franchise fees increased 7.0% to $214 million. These increases were primarily due to the net addition of 42 managed or franchised hotels to our system in 2013 and a 4.2% increase in Worldwide Systemwide REVPAR, compared to the same period in 2012. For the year ended December 31, 2013, other income included approximately $16 million of fees associated with the termination of certain management and franchise contracts compared to $7 million in 2012. As of December 31, 2013, we had 563 managed properties and 551 franchised properties with approximately 323,300 rooms.

Total vacation ownership and residential revenue decreased $363 million to $924 million in the year ended December 31, 2013, when compared to the corresponding period in 2012, primarily due to fewer residential closings at Bal Harbour partially offset by an increase in vacation ownership revenues. During the year ended December 31, 2013, we closed sales of 78 units at Bal Harbour and realized revenues of $266 million, compared to closings of 188 units and revenues of $684 million in 2012. From project inception through December 31,

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2013, we have closed contracts and recognized revenue on 302 units at Bal Harbour representing approximately 99% of the total residential units.

Vacation ownership revenues for the year ended December 31, 2013 increased $51 million, or 8.7%, to $638 million, compared to the corresponding period in 2012, primarily due to increased revenues from resort operations, which included the transfer of the Westin St. John, which had revenues of $24 million in 2013. Additionally, the increase in revenues was due to a decrease of $15 million in the loan loss provision, in the year ended December 31, 2013 when compared to the corresponding period in 2012, driven by improved performance in the portfolio, as well as an enhancement to our static pool methodology to include FICO as a credit quality indicator. The increases in 2013 were partially offset by an increase in the revenues deferred under the percentage of completion method, as compared to 2012. Originated contract sales of vacation ownership intervals and number of contracts signed increased 0.6% and 0.3%, respectively, in the year ended December 31, 2013 when compared to the corresponding period in 2012, and the average price per vacation ownership unit sold increased 0.3% to approximately $14,800.

Other revenues from managed and franchised properties increased primarily due to an increase in payroll costs commensurate with a rise in the overall cost of labor at our existing managed hotels and payroll costs for the new hotels entering the system. These revenues represent reimbursements of costs incurred on behalf of managed hotel and vacation ownership properties and franchisees and relate primarily to payroll costs at managed properties where we are the employer. Since the reimbursements are made based upon the costs incurred with no added margin, these revenues and corresponding expenses have no effect on our operating income or our net income.

	Year Ended December 31, 2013		Year Ended December  31, 2012		Increase / (decrease) from prior year		Percentage change from prior year
	(in millions)
Selling, General, Administrative and Other	$	384	$	370	$	14		3.8	%

Selling, general, administrative and other expenses increased $14 million to $384 million for the year ended December 31, 2013, when compared to the corresponding period in 2012, primarily due to an $11 million increase in certain expenses in Asia Pacific, which increased primarily due to the growth in that region, a $7 million increase in our funding of certain loyalty and technology development costs, a $5 million increase in legal settlement costs, and an elective payment of $3 million to retain a management contract associated with a hotel that failed a performance test. These increases were partially offset by approximately $7 million of favorable benefits from the receipt of certain government incentives, in 2013, in connection with the relocation of our corporate headquarters and a decrease of $7 million in severance related costs, when compared to 2012.

	Year Ended December  31, 2013		Year Ended December  31, 2012			Increase / (decrease) from prior year		Percentage change from prior year
	(in millions)
Restructuring and Other Special Charges (Credits), Net	$	1	$	(12	)	$	13		n/m

n/m = not meaningful

During the year ended December 31, 2013, we decided to absorb certain technology related costs and expenses that we previously intended to collect from our managed and franchised properties. As a result, we recorded a $19 million charge, representing the costs and expenses incurred through the end of 2013 that are no longer intended to be recovered. The year ended December 31, 2013 also included approximately $5 million in severance costs related to a leased hotel we plan to exit in the near future. These unfavorable charges were partially offset by a favorable adjustment to a legal reserve of approximately $22 million related to judgment and settlement, legal fees and expenses in regards to a long standing litigation. During the year ended December 31, 2012, we recorded a favorable adjustment of $11 million to reverse a portion of our litigation reserve related to the same litigation.

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	Year Ended December  31, 2013		Year Ended December  31, 2012		Increase / (decrease) from prior year		Percentage change from prior year
	(in millions)
Depreciation and Amortization	$	267	$	251	$	16		6.4	%

The increase in depreciation and amortization expense for the year ended December 31, 2013, when compared to the same period of 2012, was primarily due to additional depreciation related to the completion of certain hotel renovations and other capital expenditures in the last twelve months, partially offset by decreased depreciation expense related to sold hotels.

	Year Ended December  31, 2013		Year Ended December  31, 2012		Increase / (decrease) from prior year		Percentage change from prior year
	(in millions)
Operating Income	$	925	$	912	$	13		1.4	%

The increase in operating income for the year ended December 31, 2013, when compared to the corresponding period of 2012, was primarily due to the $77 million increase in management fees, franchise fees and other income, an increase in operations (revenues less expenses) from our vacation ownership and residential sales, excluding Bal Harbour, of $4 million and an increase in operations (revenues less expenses) of $13 million related to our owned, leased and consolidated joint venture hotels, offset by an increase of $13 million in restructuring and other special charges (credits), net, a $38 million decrease in operations (revenues less expenses) from residential sales at Bal Harbour, an increase in selling, general, administrative and other expenses of $14 million, and an increase of $16 million in depreciation and amortization.

	Year Ended December  31, 2013		Year Ended December  31, 2012		Increase / (decrease) from prior year		Percentage change from prior year
	(in millions)
Equity Earnings (Losses) and Gains and (Losses) from Unconsolidated Ventures, Net	$	26	$	25	$	1		4.0	%

The increase in equity earnings (losses) and gains and (losses) from unconsolidated joint ventures, net for the year ended December 31, 2013, when compared to the same period of 2012, was primarily due to an increase in operations, partially offset by certain non-recurring items in the current year.

	Year Ended December  31, 2013		Year Ended December  31, 2012		Increase / (decrease) from prior year			Percentage change from prior year
	(in millions)
Net Interest Expense	$	100	$	170	$	(70	)		(41.2	)%

Net interest expense decreased $70 million for the year ended December 31, 2013, when compared to the same period of 2012, primarily due to lower average debt balances and a lower average interest rate. For the year ended December 31, 2013, interest expense decreased $77 million primarily due to the retirement of approximately $1,272 million of debt throughout 2012 with a weighted average interest rate of approximately 7.16% and the termination of a securitization we previously completed in 2005, partially offset by an increase of $10 million from the issuance, in December 2012, of $350 million of 3.125% Senior Notes due 2023.

Our weighted average interest rate was approximately 5.59% at December 31, 2013, compared to 5.86% at December 31, 2012.

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	Year Ended December  31, 2013		Year Ended December  31, 2012		Increase / (decrease) from prior year		Percentage change from prior year
	(in millions)
Loss on Early Extinguishment of Debt, Net	$	—	$	128	$	128		(100.0	)%

In December 2012, we redeemed all $500 million of our 7.875% Senior Notes due 2014 and partially redeemed $156 million of our 7.375% Senior Notes due 2015, $29 million of our 6.75% Senior Notes due 2018 and $40 million of our 7.15% Senior Notes due 2019 (the “December 2012 Redemptions”). We recognized a net charge of approximately $113 million, in the year ended December 31, 2012, associated with the December 2012 Redemptions, which primarily represents $108 million in tender premiums and other redemption costs and an $11 million charge to write-off unamortized deferred financing costs and unamortized issuance discounts, partially offset by gains on swap settlements of $6 million.

In June 2012, we redeemed all $495 million of our 6.25% Senior Notes due 2013. We recognized a net charge of approximately $15 million, in the year ended December 31, 2012, associated with this redemption, which represents $18 million in tender premiums and other redemption costs, partially offset by gains on swap settlements of $3 million.

	Year Ended December  31, 2012		Year Ended December  31, 2011		Increase / (decrease) from prior year		Percentage change from prior year
	(in millions)
Loss on Asset Dispositions and Impairments, Net	$	23	$	21	$	2		9.5	%

During the year ended December 31, 2013, we recorded a loss of $23 million primarily related to an impairment charge of approximately $19 million on two owned hotels, whose book values exceeded their fair values, a loss of approximately $11 million related to the disposition of various non-core assets associated with hotel renovation activities and a loss of $1 million, net, on the sales of five owned hotels, four of which were sold subject to franchise agreements and one of which was sold subject to a management agreement. These losses were partially offset by the receipt of insurance proceeds of approximately $5 million and a $4 million gain realized on the sale of a non-core asset (see Note 4).

During the year ended December 31, 2012, we recorded a loss of $9 million related to the impairment of our investment in an unconsolidated joint venture, a loss of $7 million related to the sale of one hotel, $2 million in losses related to the impairments of two hotels whose carrying values exceeded their fair values and a charge of $4 million to reflect the current market price less costs to sell two properties.

	Year Ended December  31, 2013		Year Ended December 31, 2012		Increase / (decrease) from prior year		Percentage change from prior year
	(in millions)
Income Tax (Benefit) Expense	$	263	$	148	$	115		77.7	%

The increase in income tax expense was primarily the result of higher pretax income in 2013 compared to 2012 and large tax benefits generated in 2012 as compared to 2013. Income tax expense increased approximately $65 million due to higher pretax income in 2013 compared to 2012, approximately $9 million for an increase in certain tax reserves, and approximately $6 million due to a higher effective tax rate in 2013. Incremental tax benefits in 2012 compared to 2013 amounted to approximately $35 million from hotel sales in 2012.

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	Year Ended December  31, 2013		Year Ended December  31, 2012		Increase / (decrease) from prior year			Percentage change from prior year
	(in millions)
Discontinued Operations Gain (Loss), Net	$	71	$	92	$	(21	)		(22.8	)%

During the year ended December 31, 2013, the gain was primarily due to a tax benefit of $70 million we recorded as a result of the reversal of a reserve associated with a state uncertain tax position, which was related to a previous disposition. The statute of limitation for this tax position lapsed in 2013.

During the year ended December 31, 2012, we recorded a gain of $92 million (net of tax) primarily related to the gain of $78 million (net of tax) from the sale of one wholly owned hotel, which was sold unencumbered by a management or franchise agreement and a gain of $23 million (net of tax) from the favorable settlement of certain liabilities associated with a former subsidiary of ITT Corporation, which we acquired in 1998. These gains were partially offset by a loss of $5 million (net of tax) related to the impairment and loss on sale of four wholly-owned hotels and a loss of $5 million (net of tax) for accrued interest related to the uncertain tax position associated with a previous disposition.

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Segment Results

The following table summarizes REVPAR, ADR and occupancy for our Same-Store Owned Hotels for the year ended December 31, 2013 and 2012. The results for the year ended December 31, 2013 and 2012 represent results for 36 owned, leased and consolidated joint venture hotels (excluding 14 hotels sold, one transferred to vacation ownership and 11 additional hotels undergoing significant repositionings or without comparable results in 2013 and 2012).

	Year Ended December 31,
	2013			2012			Variance
Worldwide (36 hotels with approximately 12,700 rooms)
REVPAR (1)	$	167.19		$	160.51			4.2	%
ADR	$	230.17		$	222.06			3.7	%
Occupancy		72.6	%		72.3	%		0.3
Americas (21 hotels with approximately 9,200 rooms)
REVPAR (1)	$	140.34		$	131.89			6.4	%
ADR	$	199.68		$	189.30			5.5	%
Occupancy		70.3	%		69.7	%		0.6
EAME (11 hotels with approximately 2,300 rooms)
REVPAR (1)	$	266.16		$	258.73			2.9	%
ADR	$	339.83		$	335.31			1.3	%
Occupancy		78.3	%		77.2	%		1.1
Asia Pacific (4 hotels with approximately 1,200 rooms)
REVPAR (1)	$	184.23		$	191.37			(3.7	)%
ADR	$	231.61		$	232.06			(0.2	)%
Occupancy		79.5	%		82.5	%		(3.0	)

The following table summarizes REVPAR, ADR and occupancy for our Same-Store Systemwide Hotels for the year ended December 31, 2013 and 2012. Same-Store Systemwide Hotels represent results for same-store owned, leased, managed and franchised hotels.

	Year Ended December 31,
	2013			2012			Variance
Worldwide (941 hotels with approximately 276,100 rooms)
REVPAR (1)	$	119.15		$	114.34			4.2	%
ADR	$	173.35		$	169.31			2.4	%
Occupancy		68.7	%		67.5	%		1.2
Americas (556 hotels with approximately 164,800 rooms)
REVPAR (1)	$	118.35		$	112.31			5.4	%
ADR	$	165.67		$	159.35			4.0	%
Occupancy		71.4	%		70.5	%		0.9
EAME (191 hotels with approximately 48,900 rooms)
REVPAR (1)	$	139.67		$	134.64			3.7	%
ADR	$	213.26		$	207.74			2.7	%
Occupancy		65.5	%		64.8	%		0.7
Asia Pacific (194 hotels with approximately 62,400 rooms)
REVPAR (1)	$	105.49		$	104.05			1.4	%
ADR	$	164.51		$	168.21			(2.2	)%
Occupancy		64.1	%		61.9	%		2.2

(1) REVPAR is calculated by dividing room revenue, which is derived from rooms and suites rented or leased, by total room nights available for a given period. REVPAR may not be comparable to similarly titled measures such as revenues.

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The following tables summarize segment revenues and segment earnings for the year ended December 31, 2013 and 2012.

Segment Revenues	Year Ended December  31, 2013		Year Ended December  31, 2012		Increase / (decrease) from prior year			Percentage change from prior year
	(in millions)
Americas	$	1,548	$	1,627	$	(79	)		(4.9	)%
EAME		615		550		65			11.8	%
Asia Pacific		349		337		12			3.6	%
Vacation ownership and residential		905		1,271		(366	)		(28.8	)%
Total segment revenues	$	3,417	$	3,785	$	(368	)		(9.7	)%

Segment Earnings	Year Ended December  31, 2013		Year Ended December  31, 2012		Increase / (decrease) from prior year			Percentage change from prior year
	(in millions)
Americas	$	617	$	581	$	36			6.2	%
EAME		220		179		41			22.9	%
Asia Pacific		221		218		3			1.4	%
Vacation ownership and residential		276		312		(36	)		(11.5	)%
Total segment earnings	$	1,334	$	1,290	$	44			3.4	%

We primarily evaluate the operating performance of a segment based on segment earnings. We define segment earnings as net income attributable to our common stockholders before interest expense, taxes, depreciation and amortization, as well as our share of interest, depreciation and amortization associated with our unconsolidated joint ventures, excluding certain recurring and nonrecurring items, such as restructuring costs and other special charges, gains (losses) on debt extinguishment and gains (losses) on asset dispositions and impairments. Residential revenue generated at hotel properties is recorded in the corresponding geographic hotel segment. General, administrative and other expenses directly related to the segments are included in the calculation of segment earnings, whereas corporate general, administrative, and other expenses are not included in the segment earnings calculation. In addition to revenues recorded within our four segments, we also have other revenues from managed and franchised properties, which represent the reimbursement of costs incurred on behalf of managed and franchised property owners. These revenues, together with the corresponding expenses, are not recorded within our segments. Other corporate unallocated revenues and earnings primarily relate to other license fee income and are also reported outside of segment revenues. Note 26 to the consolidated financial statements presents further information about our segments.

The Americas

Segment revenues decreased $79 million in the year ended December 31, 2013, compared to the corresponding period in 2012. The decrease in revenues was primarily related to a $130 million decrease in revenues from our owned, leased and consolidated joint venture hotels, partially offset by a $43 million increase in management fees, franchise fees and other income and a $4 million increase in residential revenues.

The decrease in revenues from our owned, leased and consolidated joint venture hotels was primarily due to decreased revenues from 14 owned hotels that were sold in 2013 and 2012. These sold hotels had revenues of $48 million in the year ended December 31, 2013 compared to $186 million for the corresponding period in 2012. Additionally, revenues decreased $29 million from the transfer of one hotel from the Americas segment to our vacation ownership and residential segment on January 1, 2013 and another $6 million from six owned hotels without comparable results in 2013 and 2012. Decreased revenue from sold, transferred and non-comparable hotels was partially offset by a $43 million increase in Same-Store Owned Hotel revenues due to an increase in REVPAR of 6.4% to $140.34 for the year ended December 31, 2013 when compared to the corresponding period in 2012.

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The increase in management fees, franchise fees and other income was primarily due to the net addition of 23 managed or franchised hotels since December 31, 2012 and a 5.4% increase in Same-Store Systemwide Hotel REVPAR for the year ended December 31, 2013 when compared to the corresponding period in 2012. As of December 31, 2013, the Americas segment had 168 managed properties and 460 franchised properties with approximately 180,600 rooms.

Segment earnings increased $36 million in the year ended December 31, 2013, compared to the corresponding period in 2012, primarily due to the increase in management fees, franchise fees and other income of $43 million discussed above, an increase of $4 million in joint venture earnings and a $4 million increase in residential revenues, partially offset by a $7 million decrease in operations (revenues less expenses) from our owned, leased and consolidated joint venture hotels as a result of the asset sales discussed above. In addition, the increased earnings were offset by an increase in divisional overhead expenses of $10 million in the year ended December 31, 2013, compared to the corresponding period in 2012, primarily due to a $5 million increase in legal expenses and a $3 million increase related to an elective payment to retain a management contract associated with a hotel that failed a performance test.

EAME

Segment revenues increased $65 million in the year ended December 31, 2013, compared to the corresponding period in 2012. The increase in revenues was primarily related to a $48 million increase in revenues from our owned, leased and consolidated joint venture hotels and a $16 million increase in management fees, franchise fees and other income.

The $48 million increase in revenues from our owned, leased and consolidated joint venture hotels was primarily due to a $37 million increase in revenues from five owned or leased hotels that underwent major renovations during 2012 and are now operating at full capacity. Additionally, Same-Store Owned Hotel revenues increased $11 million for the year ended December 31, 2013 when compared to the corresponding period in 2012 as REVPAR increased 2.9% to $266.16 when compared to the corresponding period in 2012.

The increase in management fees, franchise fees and other income was primarily due to the receipt of approximately $10 million of fees associated with the termination of certain management contracts and a 3.7% increase in Same-Store Systemwide Hotel REVPAR for the year ended December 31, 2013 when compared to the corresponding period in 2012. Increases in REVPAR in Europe benefited from the favorable impact of foreign currency exchange during the year ended December 31, 2013, when compared to the corresponding period in 2012, while REVPAR in Africa and the Middle East was negatively impacted by the unfavorable impact of foreign currency exchange during the year ended December 31, 2013 when compared to the corresponding period in 2012. As of December 31, 2013, the EAME segment had 185 managed properties and 42 franchised properties with approximately 58,000 rooms.

Segment earnings increased $41 million in the year ended December 31, 2013, compared to the corresponding period in 2012, primarily due to a $20 million increase in operations (revenues less expenses) from our owned, leased and consolidated joint venture hotels, a $16 million increase in management fees, franchise fees and other income discussed above and a $7 million decrease in divisional overhead expenses, primarily driven by $9 million of severance related costs incurred in 2012, partially offset by the unfavorable impact of foreign currency exchange.

Asia Pacific

Segment revenues increased $12 million in the year ended December 31, 2013, compared to the corresponding period in 2012. The increase in revenues was primarily related to a $17 million increase in management fees, franchise fees and other income, partially offset by a $6 million decrease in revenues from our owned, leased and consolidated joint venture hotels.

The increase in management fees, franchise fees and other income was due to the net addition of 20 managed or franchised hotels since December 31, 2012 and a 1.4% increase in Same-Store Systemwide Hotel REVPAR for the year ended December 31, 2013 when compared to the corresponding period in 2012. Increases

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in REVPAR in China benefited from the favorable impact of foreign currency exchange during the year ended December 31, 2013, when compared to the corresponding period in 2012, while REVPAR at properties in the rest of Asia was negatively impacted by the unfavorable impact of foreign currency exchange during the year ended December 31, 2013 when compared to the corresponding period in 2012. As of December 31, 2013, the Asia Pacific segment had 210 managed properties and 49 franchised properties with approximately 84,700 rooms.

The decrease in revenues from our owned, leased and consolidated joint venture hotels was primarily due to a decrease in REVPAR of 3.7% due to a decrease in occupancy of 3.0% and a decrease in ADR of 0.2%, primarily driven by the unfavorable impact of foreign currency exchange during the year ended December 31, 2013, when compared to the corresponding period in 2012.

Segment earnings increased $3 million in the year ended December 31, 2013, compared to the corresponding period in 2012, primarily driven by the $17 million increase in management fees, franchise fees and other income discussed above, which was partially offset by an $11 million increase in overhead expenses, which increased primarily due to the growth in the region and a $3 million decrease in residential revenues.

Vacation ownership and residential

Total vacation ownership and residential services segment revenue decreased $366 million to $905 million for the year ended December 31, 2013 when compared to the corresponding period in 2012, primarily due to fewer residential closings at Bal Harbour in 2013, as this project is now substantially sold out. This decrease was partially offset by an increase in vacation ownership revenues, as discussed earlier. Segment earnings decreased $36 million in the year ended December 31, 2013, compared to the corresponding period in 2012, primarily driven by the decrease in operating income on sales at Bal Harbour due to the decrease in sales volume, partially offset by the increase in revenues from our various resort operations and the decrease in the loan loss provision.

Revenues and expenses recognized at Bal Harbour for the year ended December 31, 2013, with comparative data for the same period in 2012, were as follows (in millions, except for units closed):

	Year Ended December  31, 2013			Year Ended December  31, 2012			Increase / (decrease) from prior year			Percentage change from prior year
	(in millions)
Residential sales revenues	$	266		$	684		$	(418	)		(61.1	)%
Residential expenses		147			527			(380	)		(72.1	)%
Operating income	$	119		$	157		$	(38	)		(24.2	)%
Operating income margin		44.7	%		23.0	%					21.7	%
Units closed		78			188			(110	)		(58.5	)%

The decrease in the cost of sales for the sale of each unit was due to an increase in the realized and projected revenue for the Bal Harbour project.

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Year Ended December 31, 2012 Compared with Year Ended December 31, 2011

Consolidated Results

	Year Ended December  31, 2012		Year Ended December  31, 2011		Increase / (decrease) from prior year			Percentage change from prior year
	(in millions)
Owned, Leased and Consolidated Joint Venture Hotels	$	1,698	$	1,768	$	(70	)		(4.0	)%
Management Fees, Franchise Fees and Other Income		888		814		74			9.1	%
Vacation Ownership and Residential		1,287		703		584			83.1	%
Other Revenues from Managed and Franchised Properties		2,448		2,339		109			4.7	%
Total Revenues	$	6,321	$	5,624	$	697			12.4	%

The decrease in revenues from owned, leased and consolidated joint venture hotels was primarily due to lost revenues from 11 owned hotels that were sold in 2011 and 2012. These sold hotels had revenues of $420 million in the year ended December 31, 2012, compared to $484 million for the corresponding period in 2011. Revenues at our Same-Store Owned Hotels (39 hotels for the year ended December 31, 2012 and 2011, excluding the 11 hotels sold and 14 additional hotels undergoing significant repositionings or without comparable results in 2012 and 2011) decreased 0.2%, or $3 million, to $1,252 million for the year ended December 31, 2012, compared to $1,255 million in the corresponding period of 2011.

REVPAR at our worldwide Same-Store Owned Hotels was $160.01 for the year ended December 31, 2012, compared to $159.85 in the corresponding period in 2011. The slight increase in REVPAR at these worldwide Same-Store Owned Hotels resulted from an increase in occupancy rates to 72.5% for the year ended December 31, 2012, compared to 72.3% in the corresponding period in 2011, partially offset by a 0.2% decrease in ADR to $220.71 for the year ended December 31, 2012, compared to $221.17 for the corresponding period in 2011. While REVPAR growth was particularly strong at our owned hotels in San Francisco, California, Mexico City, Mexico and Rio de Janeiro, Brazil, the growth was substantially offset by decreases in REVPAR at our owned hotels in Montreal, Canada, Buenos Aires, Argentina and various cities in Italy.

The increase in management fees, franchise fees and other income was primarily a result of an $89 million increase in management fees and franchise fees to $861 million for the year ended December 31, 2012, compared to $772 million for the corresponding period in 2011. Management fees increased 11.9% to $509 million and franchise fees increased 7.0% to $200 million. These increases were primarily due to the net addition of 48 managed or franchised hotels to our system in 2012 and a 3.2% increase in Worldwide Systemwide REVPAR, compared to the same period in 2011. Other income for the year ended December 31, 2012 decreased $15 million when compared to the corresponding period in 2011, primarily as a result of payments received, in 2011, on promissory notes that had previously been reserved. As of December 31, 2012, we had 547 managed properties and 521 franchised properties with approximately 310,700 rooms.

Total vacation ownership and residential revenue increased $584 million to $1,287 million for the year ended December 31, 2012, when compared to the corresponding period in 2011, primarily due to the recognition of residential sales at Bal Harbour. In late 2011, we received the certificate of occupancy for this project and began contract closings and, during the year ended December 31, 2012, we closed sales of 188 units. We realized revenues of $684 million during the year ended December 31, 2012 compared to realized revenues of $122 million for the year ended December 31, 2011. From project inception through December 31, 2012, we have closed contracts and recognized revenue on 224 units representing approximately 73% of the total residential units.

Vacation ownership revenues for the year ended December 31, 2012 increased 3.7% to $587 million, compared to the corresponding period in 2011, primarily due to increased revenues from resort operations.

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Originated contract sales of VOI inventory decreased 1.8% in the year ended December 31, 2012, when compared to the corresponding period in 2011, primarily due to a lower average price per contract and lower closing efficiency, partially offset by an increase in tour flow. The number of contracts signed decreased 0.9% when compared to 2011 and the average contract amount per vacation ownership unit sold decreased 0.9% to approximately $14,800, driven by inventory mix.

Other revenues from managed and franchised properties increased primarily due to an increase in payroll costs commensurate with increased occupancy at our existing managed hotels and payroll costs for the new hotels entering the system. These revenues represent reimbursements of costs incurred on behalf of managed hotel and vacation ownership properties and franchisees and relate primarily to payroll costs at managed properties where we are the employer. Since the reimbursements are made based upon the costs incurred with no added margin, these revenues and corresponding expenses have no effect on our operating income or our net income.

	Year Ended December  31, 2012		Year Ended December  31, 2011		Increase / (decrease) from prior year		Percentage change from prior year
	(in millions)
Selling, General, Administrative and Other	$	370	$	352	$	18		5.1	%

Selling, general, administrative and other expenses increased $18 million to $370 million for the year ended December 31, 2012, when compared to the corresponding period in 2011, primarily due to non-recurring severance expenses and professional expenses incurred in 2012. We recently completed certain organizational changes to our EAME and Americas segments. Some of those changes took place in late 2012 and we recorded approximately $9 million in severance costs.

	Year Ended December  31, 2012			Year Ended December  31, 2011		Increase / (decrease) from prior year			Percentage change from prior year
	(in millions)
Restructuring and Other Special Charges (Credits), Net	$	(12	)	$	68	$	(80	)		n/m

As a result of a court ruling, during the year ended December 31, 2012, we recorded a favorable adjustment of $11 million to reverse a portion of our litigation reserve associated with the pending appeal of the lawsuit that was settled in 2013. During the year ended December 31, 2011, we recorded a charge of approximately $70 million related to an unfavorable decision in the above mentioned lawsuit.

	Year Ended December  31, 2012		Year Ended December  31, 2011		Increase / (decrease) from prior year			Percentage change from prior year
	(in millions)
Depreciation and Amortization	$	251	$	265	$	(14	)		(5.3	)%

The decrease in depreciation and amortization expense for the year ended December 31, 2012, when compared to the same period of 2011, was primarily due to reduced depreciation expense from sold hotels and hotels reclassified to assets held for sale, partially offset by additional depreciation related to capital expenditures in the last twelve months. The decrease was also due to a reduction in amortization expense from certain intangible assets that are now fully amortized.

	Year Ended December  31, 2012		Year Ended December  31, 2011		Increase / (decrease) from prior year		Percentage change from prior year
	(in millions)
Operating Income	$	912	$	630	$	282		44.8	%

The increase in operating income for the year ended December 31, 2012, when compared to the corresponding period of 2011, was primarily due to a $130 million increase in operations (revenues less

41

expenses) from residential sales at Bal Harbour, a $74 million increase in management fees and franchise fees and other income and a $14 million increase in operations (revenues less expenses) from our vacation ownership and residential sales, excluding Bal Harbour. During the year ended December 31, 2012, we also recorded an $11 million benefit from a favorable adjustment to a litigation reserve compared to a charge, in 2011, of $70 million related to an unfavorable decision in this same lawsuit. Increases in selling, general, administrative and other expenses of $18 million and a decrease in owned hotel operating income of $12 million were partially offset by the $14 million decrease in depreciation and amortization expense.

	Year Ended December  31, 2012		Year Ended December  31, 2011		Increase / (decrease) from prior year		Percentage change from prior year
	(in millions)
Equity Earnings (Losses) and Gains and (Losses) from Unconsolidated Ventures, Net	$	25	$	11	$	14		n/m

The increase in equity earnings (losses) and gains and (losses) from unconsolidated joint ventures, net for the year ended December 31, 2012, when compared to the same period of 2011, was primarily due to improved operating results at several properties owned by joint ventures in which we hold non-controlling interests, and a $2 million gain realized on the disposal of a non-core asset. Additionally, in 2011, we experienced approximately $8 million in unfavorable mark-to-market adjustments on US dollar denominated loans at primarily three joint venture properties in Latin America.

	Year Ended December  31, 2012		Year Ended December  31, 2011		Increase / (decrease) from prior year			Percentage change from prior year
	(in millions)
Net Interest Expense	$	170	$	200	$	(30	)		(15.0	)%

Net interest expense decreased $30 million for the year ended December 31, 2012, when compared to the same period of 2011, primarily due to lower average debt balances and a lower average interest rate. For the year ended December 31, 2012, we maintained a lower average debt balance primarily due to the retirement of approximately $605 million of 7.875% Senior Notes in 2011 and approximately $1,272 million of debt throughout 2012 with a weighted average interest rate of approximately 7.16%. These decreases were partially offset by the issuance in December 2012, of $350 million of 3.125% Senior Notes due 2023 and a reduction in capitalized interest related to completed construction projects.

Our weighted average interest rate was approximately 5.86% at December 31, 2012, compared to 6.66% at December 31, 2011.

	Year Ended December  31, 2012		Year Ended December  31, 2011		Increase / (decrease) from prior year		Percentage change from prior year
	(in millions)
Loss on Early Extinguishment of Debt, Net	$	128	$	16	$	112		n/m

In December 2012, we redeemed all $500 million of our 7.875% Senior Notes due 2014 and partially redeemed $156 million of our 7.375% Senior Notes due 2015, $29 million of our 6.75% Senior Notes due 2018 and $40 million of our 7.15% Senior Notes due 2019. We recognized a net charge of approximately $113 million, in the year ended December 31, 2012, associated with the December 2012 Redemptions, which primarily represents $108 million in tender premiums and other redemption costs and an $11 million charge to write-off unamortized deferred financing costs and unamortized issuance discounts, partially offset by gains on swap settlements of $6 million.

In June 2012, we redeemed all $495 million of our 6.25% Senior Notes due 2013. We recognized a net charge of approximately $15 million, in the year ended December 31, 2012, associated with this redemption, which represents $18 million in tender premiums and other redemption costs, partially offset by gains on swap settlements of $3 million.

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In December 2011, we redeemed all $605 million of our 7.875% Senior Notes due 2012. We recognized a net charge of approximately $16 million associated with this redemption, in the year ended December 31, 2011, which represents the tender premiums, swap settlements and other related redemption costs.

	Year Ended December  31, 2012			Year Ended December  31, 2011		Increase / (decrease) from prior year			Percentage change from prior year
	(in millions)
Gain (Loss) on Asset Dispositions and Impairments, Net	$	(21	)	$	—	$	(21	)		n/m

During the year ended December 31, 2012, we recorded a loss of $9 million related to the impairment of our investment in an unconsolidated joint venture, a loss of $7 million related to the sale of one hotel, $2 million in losses related to the impairments of two hotels whose carrying values exceeded their fair values and a charge of $4 million to reflect the current market price less costs to sell two properties.

During the year ended December 31, 2011, we recorded an impairment charge of $31 million to write-off our noncontrolling interest in a joint venture that owns a hotel in Tokyo, Japan, a $9 million loss due to significant renovations and related asset retirements at two properties, $7 million in losses relating to the impairment of six hotels whose carrying values exceeded their book values and a $2 million loss on an investment in a management contract that was terminated during the period. These amounts were offset by a $50 million gain as a result of the write-up to fair value of our previously held noncontrolling interest in two hotels in which we obtained a controlling interest.

	Year Ended December 31, 2012		Year Ended December  31, 2011			Increase / (decrease) from prior year		Percentage change from prior year
	(in millions)
Income Tax (Benefit) Expense	$	148	$	(75	)	$	223		n/m

The increase in income tax expense was the result of higher pretax income and a higher effective rate in 2012 compared to 2011 and large tax benefits generated in 2011 as compared to 2012. Additional income tax expense due to higher pretax income was approximately $46 million and the increase due to the effective tax rate in 2012 resulted in incremental income tax expense of approximately $60 million. The increase in the effective rate is primarily due to higher pretax income in the U.S. as a result of the Bal Harbour residential sales previously discussed.

Incremental tax benefits in 2011 compared to 2012 amounted to approximately $117 million. In 2011, we completed transactions that involved certain domestic and foreign subsidiaries. These transactions generated capital gains, increased the tax basis in subsidiaries including U.S. partnerships and resulted in the inclusion of foreign earnings for U.S. tax purposes, resulting in a net tax benefit of $87 million. The capital gains were largely reduced by the utilization of capital losses. Additionally, during 2011, the IRS closed its audit with respect to tax years 2004 through 2006 resulting in a $25 million tax benefit primarily related to the reversal of tax and interest reserves.

	Year Ended December  31, 2012		Year Ended December  31, 2011			Increase / (decrease) from prior year		Percentage change from prior year
	(in millions)
Discontinued Operations Gain (Loss), Net	$	92	$	(13	)	$	105		n/m

During the year ended December 31, 2012, we recorded a gain of $92 million (net of tax) primarily related to the gain of $78 million (net of tax) from the sale of one wholly owned hotel, which was sold unencumbered by a management or franchise agreement and a gain of $23 million (net of tax) from the favorable settlement of certain liabilities associated with a former subsidiary of ITT Corporation, which we acquired in 1998. These gains were partially offset by a loss of $5 million (net of tax) related to the impairment and loss on sale of four wholly-owned hotels.

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During the year ended December 31, 2011, we recorded a loss of $13 million (net of tax), primarily related to an $18 million pre-tax loss from the sale of our interest in a consolidated joint venture, offset by a $10 million income tax benefit on the sale.

Additionally, for the years ended December 31, 2012 and 2011, we recorded a loss of $5 million (net of tax) for accrued interest related the uncertain tax position that lapsed during 2013.

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Segment Results

The following table summarizes REVPAR, ADR and occupancy for our Same-Store Owned Hotels for the year ended December 31, 2012 and 2011. The results for the year ended December 31, 2012 and 2011 represent results for 39 owned, leased and consolidated joint venture hotels (excluding 11 hotels sold and 14 hotels undergoing significant repositionings or without comparable results in 2012 and 2011).

	Year Ended December 31,
	2012			2011			Variance
Worldwide (39 hotels with approximately 13,400 rooms)
REVPAR (1)	$	160.01		$	159.85			0.1	%
ADR	$	220.71		$	221.17			(0.2	)%
Occupancy		72.5	%		72.3	%		0.2
Americas (25 hotels with approximately 10,000 rooms)
REVPAR (1)	$	138.06		$	135.38			2.0	%
ADR	$	195.78		$	192.22			1.9	%
Occupancy		70.5	%		70.4	%		0.1
EAME (10 hotels with approximately 2,100 rooms)
REVPAR (1)	$	243.98		$	259.18			(5.9	)%
ADR	$	321.49		$	342.36			(6.1	)%
Occupancy		75.9	%		75.7	%		0.2
Asia Pacific (4 hotels with approximately 1,300 rooms)
REVPAR (1)	$	191.37		$	185.35			3.2	%
ADR	$	232.06		$	228.50			1.6	%
Occupancy		82.5	%		81.1	%		1.4

The following table summarizes REVPAR, ADR and occupancy for our Same-Store Systemwide Hotels for the year ended December 31, 2012 and 2011. Same-Store Systemwide Hotels represent results for same-store owned, leased, managed and franchised hotels.

	Year Ended December 31,
	2012			2011			Variance
Worldwide (901 hotels with approximately 265,900 rooms)
REVPAR (1)	$	116.51		$	112.93			3.2	%
ADR	$	169.55		$	168.49			0.6	%
Occupancy		68.7	%		67.0	%		1.7
Americas (544 hotels with approximately 163,800 rooms)
REVPAR (1)	$	114.17		$	107.93			5.8	%
ADR	$	161.02		$	156.05			3.2	%
Occupancy		70.9	%		69.2	%		1.7
EAME (199 hotels with approximately 50,100 rooms)
REVPAR (1)	$	132.37		$	137.47			(3.7	)%
ADR	$	203.82		$	215.18			(5.3	)%
Occupancy		64.9	%		63.9	%		1.0
Asia Pacific (158 hotels with approximately 52,000 rooms)
REVPAR (1)	$	108.79		$	105.36			3.3	%
ADR	$	166.29		$	166.49			(0.1	)%
Occupancy		65.4	%		63.3	%		2.1

(1) REVPAR is calculated by dividing room revenue, which is derived from rooms and suites rented or leased, by total room nights available for a given period. REVPAR may not be comparable to similarly titled measures such as revenues.

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The following tables summarize segment revenues and segment earnings for the year ended December 31, 2012 and 2011.

Segment Revenues	Year Ended December  31, 2012		Year Ended December 31, 2011		Increase / (decrease) from prior year			Percentage change from prior year
	(in millions)
Americas	$	1,627	$	1,630	$	(3	)		(0.2	)%
EAME		550		592		(42	)		(7.1	)%
Asia Pacific		337		303		34			11.2	%
Vacation ownership and residential		1,271		688		583			84.7	%
Total segment revenues	$	3,785	$	3,213	$	572			17.8	%

Segment Earnings	Year Ended December 31, 2012		Year Ended December  31, 2011		Increase / (decrease) from prior year			Percentage change from prior year
	(in millions)
Americas	$	581	$	555	$	26			4.7	%
EAME		179		204		(25	)		(12.3	)%
Asia Pacific		218		186		32			17.2	%
Vacation ownership and residential		312		170		142			83.5	%
Total segment earnings	$	1,290	$	1,115	$	175			15.7	%

The Americas

Segment revenues decreased $3 million in the year ended December 31, 2012, compared to the corresponding period in 2011.

Revenues from our owned, leased and consolidated joint venture hotels decreased $38 million, primarily due to lost revenues from 10 owned hotels that were sold in 2011 and 2012. These sold hotels had revenues of $114 million in the year ended December 31, 2012, compared to $209 million for the corresponding period in 2011. Lost revenue from sold hotels was partially offset by a $48 million increase in revenues from eight owned hotels without comparable results in 2012 and 2011 and an increase in revenue of approximately $9 million attributable to the increase in Same-Store Owned Hotel REVPAR of 2.0% to $138.06 for the year ended December 31, 2012, when compared to the corresponding period in 2011.

Revenues from management fees and franchise fees increased $38 million primarily due to the net addition of 16 managed or franchised hotels in 2012 and a 5.8% increase in Same-Store Systemwide REVPAR compared to the same period in 2011. As of December 31, 2012, we had 172 managed properties and 429 franchised properties with approximately 176,200 rooms.

Segment earnings increased $26 million in the year ended December 31, 2012, compared to the corresponding period in 2011, primarily due to a $44 million increase in earnings from management fees, franchise fees and other income, partially offset by a decrease of $11 million in earnings from our owned, leased and consolidated joint venture hotels.

EAME

Segment revenues decreased $42 million in the year ended December 31, 2012, compared to the corresponding period in 2011. The decrease in revenues was primarily related to a $35 million decrease in our owned, leased and consolidated joint venture hotels, while revenues from management fees, franchise fees and other income remained substantially consistent, despite the net exit of one managed or franchised hotel in 2012.

The decrease in revenues from our owned, leased and consolidated joint venture hotels was primarily due to lost revenue from one owned hotel that was sold in 2011 and the unfavorable impact of foreign currency

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translation. This sold hotel had no revenue in the year ended December 31, 2012, compared to $14 million for the corresponding period in 2011. Revenues from owned, leased and consolidated joint venture hotels were also negatively impacted by a $5 million decrease in revenues from six owned hotels without comparable results in 2012 and 2011. The decline in owned, leased and consolidated joint venture hotel revenues was also due to the unfavorable impact of foreign currency translation, when compared to the corresponding period in 2011. Finally, Same-Store Owned Hotel revenues decreased $12 million in the year ended December 31, 2012, compared to the same period in 2011, as REVPAR declined 5.9% to $243.98 in 2012; however, in local currency, REVPAR increased 2.4% at these hotels. As of December 31, 2012, we had 185 managed properties and 43 franchised properties with approximately 57,900 rooms.

Segment earnings decreased $25 million in the year ended December 31, 2012, compared to the corresponding period in 2011, primarily due to a $12 million increase in general overhead expenses, primarily due to $9 million in severance charges previously discussed, a decrease of $6 million in earnings from our owned, leased and consolidated joint venture hotels and the unfavorable impact of foreign currency translation.

Asia Pacific

Segment revenues increased $34 million in the year ended December 31, 2012, compared to the corresponding period in 2011. The increase in revenues was primarily related to a $28 million increase in our revenues from management fees and franchise fees, as well as a $5 million increase in our revenues from our owned, leased and consolidated joint venture hotels. The increase in management fees and franchise fees was due to the net addition of 33 managed or franchised hotels in 2012 and a 3.3% increase in Same-Store Systemwide Hotel REVPAR for the year ended December 31, 2012, when compared to the corresponding period in 2011. As of December 31, 2012, we had 190 managed properties and 49 franchised properties with approximately 76,600 rooms.

Segment earnings increased $32 million in the year ended December 31, 2012, compared to the corresponding period in 2011, primarily due to a $27 million increase in earnings from management fees, franchise fees and other income and an increase of $6 million in earnings from our owned, leased and consolidated joint venture hotels driven by higher revenues and operational costs savings, partially offset by an increase of $6 million in general overhead expenses, commensurate with the growth in this region.

Vacation ownership and residential

Total vacation ownership and residential services segment revenue increased $583 million to $1,271 million for the year ended December 31, 2012, when compared to the corresponding period in 2011, primarily due to the recognition of residential sales at Bal Harbour. Segment earnings increased $142 million in the year ended December 31, 2012, compared to the corresponding period in 2011, also driven by residential sales at Bal Harbour and an increase in resort and other income at vacation ownership properties.

In late 2011, we received the certificate of occupancy for Bal Harbour and began contract closings.

	Year Ended December  31, 2012			Year Ended December  31, 2011			Increase / (decrease) from prior year		Percentage change from prior year
	(in millions)
Residential sales revenues	$	684		$	122		$	562		n/m
Residential expenses		527			95			432		n/m
Operating income	$	157		$	27		$	130		n/m
Operating income margin		23.0	%		22.1	%				0.9	%
Units closed		188			36			152		n/m

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LIQUIDITY AND CAPITAL RESOURCES

In 2013, for a second consecutive year, we returned over half a billion dollars of capital to stockholders. We did this through increasing our dividend, paid in December 2013, to $1.35 per share, compared to $1.25 per share in 2012, and by repurchasing 4.9 million common shares in 2013 for a total cost of approximately $316 million. Since 2011, we have returned approximately $1,134 million of capital to stockholders through dividends and stock repurchases. As of December 31, 2013, $614 million remained available under the share repurchase authorization and in 2014, we plan to commence paying dividends on a quarterly basis. Additionally, in 2012, we retired $1,272 million of debt, and issued $350 million of 3.125% Senior Notes due 2023.

In February 2014, we declared a quarterly dividend of $0.35 per share and a special dividend of $0.65 per share both of which are payable on March 28, 2014 to stockholders of record on March 11, 2014.

Cash From Operating Activities

Cash flow from operating activities is generated primarily from management and franchise revenues, operating income from our owned hotels and resorts and sales of VOIs and residential units. Cash flow from operations decreased to $1,151 million for the year ended December 31, 2013, compared to $1,184 million in 2012, primarily due to a decrease in residential closings at Bal Harbour, partially offset by an increase in management fees and franchise fees and operations at our owned, leased and consolidated joint venture hotels. Other sources of cash are distributions from joint ventures, servicing financial assets and interest income. These are the principal sources of cash used to fund our operating expenses, interest payments on debt, capital expenditures, dividend payments, share repurchases and property and income taxes. We believe that our cash from operations and our existing borrowing availability together with capacity for additional borrowings will be adequate to meet all funding requirements for our operating expenses, principal and interest payments on debt, capital expenditures, dividend payments (including the quarterly dividend of $0.35 per share and the special dividend of $0.65 per share declared in February 2014 and payable in March 2014), share repurchases and property and income taxes.

The ratio of our current assets to current liabilities was 1.04 and 0.94 as of December 31, 2013 and 2012, respectively. Consistent with industry practice, we sweep the majority of the cash at our owned hotels, in the same jurisdictions, on a daily basis and fund payables as needed through cash on hand or by drawing down on our existing revolving credit facility.

The majority of our restricted cash balance relates to cash used as collateral to reduce fees on letters of credit. Additionally, state and local regulations governing sales of VOIs and residential properties allow the purchaser of such a VOI or property to rescind the sale subsequent to its completion for a pre-specified number of days. In addition, cash payments received from buyers of units under construction are held in escrow during the period prior to obtaining a certificate of occupancy. We classify the cash received from these activities as restricted cash until a certificate of occupancy is obtained, the legal rescission period has expired and the deed of trust has been recorded in governmental property ownership records. Restricted cash also includes cash held by our VIEs from our securitization transactions (see Note 9). At December 31, 2013 and 2012, we had short-term restricted cash balances of $134 million and $158 million, respectively.

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Cash From Investing Activities

Gross capital spending during the full year ended December 31, 2013 was as follows (in millions):

Maintenance Capital Expenditures (1):
Owned, leased and consolidated joint venture hotels	$	59
Corporate and information technology		83
Subtotal		142
Vacation Ownership and Residential Capital Expenditures:
Net capital expenditures for inventory (excluding St. Regis Bal Harbour) (2)		(43	)
Capital expenditures for inventory — St. Regis Bal Harbour		5
Subtotal		(38	)
Development Capital		284
Total Capital Expenditures	$	388

(1) Maintenance capital expenditures include renovations, asset replacements and improvements that extend the useful life of the asset.

(2) Represents gross inventory capital expenditures of $32 million less cost of sales of $75 million.

Gross capital spending during the year ended December 31, 2013 included approximately $142 million of maintenance capital, and $284 million of development capital. Investment spending on gross vacation ownership interest and residential inventory was $37 million, primarily related to construction at the Westin Desert Willow in Palm Desert, CA, the Westin St. John in St. John, U.S. Virgin Islands and the completion of construction of our residential project at Bal Harbour. Investment spending also included inventory repurchases at the Sheraton Vistanta Resort in Orlando, FL and the Westin Ka’anapali Ocean Resort in Maui, Hawaii. Our capital expenditure program includes both offensive and defensive capital. Defensive spending is related to maintenance and renovations that we believe are necessary to stay competitive in the markets we are in. Other than capital to address fire and life safety issues, we consider defensive capital to be discretionary, although reductions to this capital program could result in decreases to our cash flow from operations, as hotels in certain markets could become less desirable. The offensive capital expenditures, which are primarily related to new projects that we expect will generate a return, are also considered discretionary. We currently anticipate that our defensive capital expenditures for the full year 2014 (excluding vacation ownership and residential inventory) will be approximately $200 million for maintenance, renovations, and technology capital. In addition, for the full year 2014, we currently expect to spend approximately $200 million for investment projects, various joint ventures and other investments.

In order to secure management or franchise agreements, we have made loans to third-party owners, minority investments in joint ventures and provided certain guarantees and indemnifications related thereto. See Note 25 of the consolidated financial statements for discussion regarding the amount of loans we have outstanding with owners, unfunded loan commitments, equity and other potential contributions, surety bonds outstanding, performance guarantees and indemnifications we are obligated under, and investments in hotels and joint ventures.

We intend to finance the acquisition of additional hotel properties (including equity investments), hotel renovations, VOI and residential construction, capital improvements, technology spend and other core and ancillary business acquisitions and investments and provide for general corporate purposes, (including dividend payments and share repurchases) through our cash generated from operations and credit facility described below, the net proceeds from dispositions and the incurrence of debt.

We periodically review our business to identify properties or other assets that we believe either are non-core (including hotels where the return on invested capital is not adequate), no longer complement our business, are in

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markets which may not benefit us as much as other markets during an economic recovery or could be sold at significant premiums. We are focused on enhancing real estate returns and monetizing investments.

Since 2006, we have sold 79 hotels realizing cash proceeds of approximately $6.3 billion in numerous transactions, including net cash proceeds of approximately $248 million from the sale of six hotels during the year ended December 31, 2013 (see Note 4). To date, where we have sold hotels, we have not provided seller financing or other financial assistance to buyers. There can be no assurance, however, that we will be able to complete future dispositions on commercially reasonable terms or at all.

We began closings of residential units at Bal Harbour in late 2011, and during the year ended December 31, 2013, we closed on 78 additional units. From project inception through December 31, 2013, we have closed contracts on 302 units representing approximately 99% of the total residential units available at Bal Harbour and realized residential revenue of $1,076 million and operating income (revenues less expenses) of $280 million.

In January 2014, we sold The St. Regis Bal Harbour Resort in Miami, FL for gross cash proceeds of $213 million subject to a long-term management contract (see Note 28). The gain realized in connection with the sale will be deferred and recognized into management fees, franchise fees and other income over the initial term of the management agreement.

Cash Used for Financing Activities

In February 2013, our Board of Directors authorized a $500 million increase to our share repurchase program. In October 2013, the Board of Directors authorized an additional $250 million increase to our share repurchase program. During the year ended December 31, 2013, we repurchased 4.9 million common shares at an average price of $64.98 for a total cost of approximately $316 million. Since 2011, we have repurchased 11.2 million common shares for a total cost of approximately $636 million, and as of December 31, 2013, $614 million remained available under the share repurchase authorization. (see Note 20).

In December 2013, we paid $256 million of dividends, or $1.35 per share, to stockholders of record as of December 13, 2013. In December 2012, we paid $242 million of dividends, or $1.25 per share, to stockholders of record as of December 14, 2012.

The following is a summary of our indebtedness (including capital leases) as of December 31, 2013:

	Amount Outstanding at December 31, 2013 (a)			Weighted Average Interest Rate at December 31, 2013			Weighted Average Maturity
	(Dollars in millions)						(In years)
Floating Rate Debt
Revolving Credit Facility	$	—			—			4.2
Mortgages and Other		39			4.20	%		3.0
Interest Rate Swaps		200			5.17	%
Total/Average	$	239			5.01	%		3.0
Fixed Rate Debt
Senior Notes	$	1,222			5.93	%		5.4
Mortgages and Other		6			5.13	%		14.7
Interest Rate Swaps		(200	)		6.95	%
Total/Average	$	1,028			5.73	%		5.4
Total Debt
Total Debt and Average Terms	$	1,267			5.59	%		5.4

(a) Excludes approximately $218 million of our share of unconsolidated joint venture debt and securitized vacation ownership debt of $355 million, all of which is non-recourse.

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For specifics related to our financing transactions, issuances, and terms entered into for the years ended December 31, 2013 and 2012, see Note 15 of the consolidated financial statements.

During the year ended December 31, 2013, we terminated a securitization we completed in 2005 (the “2005 Securitization”), including pay-down of all outstanding principal and interest due. The termination required a cash settlement of $21 million, $18 million of which was received and designated as pre-funding from the proceeds of a securitization we completed in 2012 (the “2012 Securitization”). Upon termination, $19 million of receivables previously related to the 2005 Securitization were transferred to the 2012 Securitization with the remaining $2 million released to unsecuritized (see Note 10). We also terminated a securitization we completed in 2006 (the “2006 Securitization”), which required a $12 million cash payment and resulted in the release of $12 million of vacation ownership notes receivable to unsecuritized.

In 2012, we retired approximately $1,272 million of debt with a weighted average interest rate of approximately 7.16% and recognized a $128 million loss on early extinguishment of debt, net. We also issued $350 million of 3.125% Senior Notes, which will mature in February 2023. Additionally, during the year ended December 31, 2012, we completed the 2012 Securitization of approximately $174 million of vacation ownership notes receivable. The securitization transaction did not qualify as a sale for accounting purposes and, accordingly, no gain or loss was recognized and the proceeds are presented as debt.

The following is a summary of our unsecuritized and securitized debt less cash as of December 31, 2013:

	December 31, 2013			December 31, 2012
	(in millions)
Gross Unsecuritized Debt	$	1,267		$	1,275
less: cash (including restricted cash of $123 million in 2013 and $123 million in 2012)		(739	)		(428	)
Net Unsecuritized Debt	$	528		$	847
Gross Securitized Debt (non-recourse)	$	355		$	533
less: cash restricted for securitized debt repayments (not included above)		(14	)		(41	)
Net Securitized Debt	$	341		$	492
Total Net Debt	$	869		$	1,339

In 2012, we also closed on a $1.75 billion senior credit facility (the “Facility”), which matures in February 2018 (see Note 14). The Facility is a multi-currency revolving loan commitment and is expected to be used for general corporate purposes. We have evaluated the commitments of each of the lenders in our Facility, and we have reviewed our debt covenants and do not anticipate any issues regarding the availability of funds under the Facility.

The cost of borrowing under the Facility is determined by a combination of our leverage ratios and credit ratings. Changes in our credit ratings may result in changes in our borrowing costs. Downgrades in our credit ratings would likely increase the relative costs of borrowing and reduce our ability to issue long-term debt, whereas upgrades would likely reduce costs and increase our ability to issue long-term debt.

Our Facility is used to fund general corporate cash needs. As of December 31, 2013, no amounts were drawn under the Facility and we have up to $1.75 billion available for borrowing. The Facility allows for multi-currency borrowing and, if drawn upon, would have an applicable margin, inclusive of the commitment fee, of 1.25% plus the applicable currency LIBOR rate. Our ability to borrow under the Facility is subject to compliance with the terms and conditions under the Facility, including certain leverage covenants. Based upon the current level of operations, management believes that our cash flow from operations, together with our significant cash balances, available borrowings under the Facility, and our capacity for additional borrowings will be adequate to meet anticipated requirements for dividend payments (including the quarterly dividend of $0.35 per share and the special dividend of $0.65 per share declared in February 2014 and payable in March 2014), working capital,

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capital expenditures, marketing and advertising program expenditures, other discretionary investments, interest and scheduled principal payments and share repurchases for the foreseeable future. However, there can be no assurance that we will be able to refinance our indebtedness as it becomes due and, if refinanced, on favorable terms. Approximately $400 million, included in our cash balance above, is deemed to be permanently invested in foreign countries and we would be subject to income taxes if we repatriated these amounts. In addition, there can be no assurance that in our continuing business we will generate cash flow at or above historical levels, that currently anticipated results will be achieved or that we will be able to complete dispositions on commercially reasonable terms or at all.

If we are unable to generate sufficient cash flow from operations in the future to service our debt, we may be required to sell additional assets at lower than preferred amounts, reduce capital expenditures, refinance all or a portion of our existing debt or obtain additional financing at unfavorable rates. Our ability to make scheduled principal payments, to pay interest on or to refinance our indebtedness depends on our future performance and financial results, which, to a certain extent, are subject to general conditions in or affecting the hotel and vacation ownership industries and to general economic, political, financial, competitive, legislative and regulatory factors beyond our control.

We had the following contractual obligations⁽¹⁾ outstanding as of December 31, 2013 (in millions):

	Total		Due in Less Than 1 Year		Due in 1-3 Years		Due in 3-5 Years		Due After 5 Years
Debt (2)	$	1,264	$	1	$	330	$	375	$	558
Interest payable		368		74		129		96		69
Capital lease obligations		3		1		—		—		2
Operating lease obligation		1,353		100		192		160		901
Unconditional purchase obligations (3)		122		60		45		14		3
Other long-term obligations		23		1		4		5		13
Total contractual obligations	$	3,133	$	237	$	700	$	650	$	1,546

(1) This table excludes unrecognized tax benefits that would require cash outlays for $191 million, the timing of which is uncertain. Refer to Note 13 of the consolidated financial statements for additional discussion on this matter.

(2) Excludes securitized debt of $355 million, all of which is non-recourse.

(3) Includes commitments that may be reimbursed or satisfied by our managed and franchised properties.

We had the following commercial commitments outstanding as of December 31, 2013 (in millions):

	Total		Less Than 1 Year		1-3 Years		3-5 Years		After 5 Years
Standby letters of credit	$	116	$	94	$	—	$	—	$	22

Off-Balance Sheet Arrangements

Our off-balance sheet arrangements include letters of credit of $116 million, unconditional purchase obligations of $122 million and surety bonds of $81 million. These items are discussed in greater detail in Item 8, Financial Statements and Supplementary Data, and in Note 25.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

In limited instances, we seek to reduce earnings and cash flow volatility associated with changes in interest rates and foreign currency exchange rates by entering into financial arrangements intended to provide a hedge against a portion of the risks associated with such volatility. We continue to have exposure to such risks to the extent they are not hedged.

We enter into a derivative financial arrangement to the extent it meets the objectives described above, and we do not engage in such transactions for trading or speculative purposes (see Note 22).

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At December 31, 2013, we were party to the following derivative instruments:

• Forward contracts to hedge forecasted transactions for management and franchise fee revenues earned in foreign currencies. The aggregate dollar equivalent of the notional amounts was approximately $50 million. These contracts expire in 2014.

• Forward foreign exchange contracts to manage the foreign currency exposure related to certain intercompany loans not deemed to be permanently invested. The aggregate dollar equivalent of the notional amounts of the forward contracts was approximately $722 million. These contracts expire in 2014.

• Interest rate swap agreements to manage interest expense to modify our interest rate exposure by effectively converting debt with a fixed rate to a floating rate. The aggregate notional amount of the interest rate swaps was $200 million. The swaps expire in 2018 and 2019 when the related debt matures.

The following table sets forth the scheduled maturities and the total fair value of our indebtedness as of December 31, 2013 (in millions):

	Expected Maturity or Transaction Date At December 31,												Total at December 31, 2013			Total Fair Value at December 31, 2013
	2014		2015		2016		2017		2018		Thereafter
Indebtedness
Fixed rate	$	1	$	295	$	1	$	—	$	371	$	560	$	1,228		$	1,330
Average interest rate														5.73	%
Floating rate	$	1	$	1	$	33	$	3	$	1	$	—	$	39		$	39
Average interest rate														5.01	%

Item 8. Financial Statements and Supplementary Data.

The financial statements and supplementary data required by this item appear beginning on page F-1 of this Annual Report and are incorporated herein by reference.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our principal executive and principal financial officers, of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13(a)-15(e) and 15(d)-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based upon the foregoing evaluation, our principal executive and principal financial officers concluded that our disclosure controls and procedures were effective and operating to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and to provide reasonable assurance that such information is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure.

There has been no change in our internal control over financial reporting (as defined in Rules 13(a)-15(f) and 15(d)-15(f) under the Exchange Act) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal Control over Financial Reporting and the Report of the Corporation’s Independent Registered Public Accounting Firm are set forth in Part II of the Annual Report and are incorporated herein by reference.

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Item 9B. Other Information.

Not applicable.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Information regarding directors and corporate governance will be included in our proxy statement for the 2014 Annual Meeting of Stockholders (the “Proxy Statement”). The Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after the close of our fiscal year ended December 31, 2013 and such information is incorporated herein by reference.

Executive Officers of the Registrants

The following table includes certain information with respect to each of our executive officers.

Name (listed alphabetically, after Chief Executive Officer)	Position
Frits van Paasschen	Chief Executive Officer and President and a Director
Jeffrey M. Cava	Executive Vice President and Chief Human Resources Officer
Christie N. Hicks	Senior Vice President, Starwood Sales Organization
Philip P. McAveety	Executive Vice President and Chief Brand Officer
Vasant M. Prabhu	Vice Chairman and Chief Financial Officer
Sergio D. Rivera	Co-President, The Americas
Kenneth S. Siegel	Chief Administrative Officer, General Counsel and Secretary
Simon M. Turner	President, Global Development

Biographies for our executive officers follow:

Frits van Paasschen. Mr. van Paasschen, 53, has been Chief Executive Officer and President of the Company since September 2007. From March 2005 until September 2007, he served as President and Chief Executive Officer of Molson Coors Brewing Company’s largest division, Coors Brewing Company, a brewing company, prior to its merger with Miller Brewing Company and the formation of MillerCoors LLC. Prior to joining Coors, from April 2004 until March 2005, Mr. van Paasschen worked independently through FPaasschen Consulting, a consulting company, and Mercator Investments, a private equity firm, evaluating, proposing, and negotiating private equity transactions. Prior thereto, Mr. van Paasschen spent seven years at Nike, Inc., a designer, developer and marketer of footwear, apparel and accessory products, most recently as Corporate Vice President/General Manager, Europe, Middle East and Africa from 2000 to 2004. From 1995 to 1997, Mr. van Paasschen served as Vice President, Finance and Planning at Disney Consumer Products, a business segment of The Walt Disney Company that extends the Disney brand to a range of merchandise, and earlier in his career was a management consultant for eight years at the global management consulting firm of McKinsey & Company and the Boston Consulting Group. Mr. van Paasschen is a member of the board of directors of Barclays PLC, a global financial services provider.

Jeffrey M. Cava. Mr. Cava, 62, has been Executive Vice President and Chief Human Resources Officer since May 2008. Mr. Cava served as Executive Vice President Administration and Chief Human Resources Officer for Wendy’s International, Inc., a restaurant franchising company specializing in quick-service hamburgers, from June 2003 to May 2008. Prior to joining Wendy’s, Mr. Cava was Vice President and Chief Human Resources Officer for Nike, Inc., a designer, developer and marketer of footwear, apparel and accessory products; Vice President Human Resources for The Walt Disney Company, Consumer Products Group, a business segment of The Walt Disney Company that extends the Disney brand to a range of merchandise; and Vice President of Global Staffing, Training and Development for ITT Sheraton Corporation, a hotel company. Mr. Cava is also a member of the board of directors and has chaired the compensation committee of The Society for Human Resources Management, a non-profit global human resources professional organization.

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Christie N. Hicks. Ms. Hicks, 58, has been Senior Vice President of Sales, Starwood Sales Organization since December, 2009. Ms. Hicks has been with the Company since October, 1999, when she joined as Vice President, Global Sales, North America, a position she held until mid-2001. From June 2001 to October 2009, Ms. Hicks was Senior Vice President, Global Sales of the Company. Prior to joining the Company, Ms. Hicks held a number of sales positions with Hyatt Hotels and Resorts, a global hospitality company, including Vice President, National Sales. Ms. Hicks is a member of the advisory board of Conference Direct, a full service meeting solutions company, and a member of the board of directors of WINiT, Women In Travel – a not for profit organization focused on women’s leadership in the travel industry.

Philip P. McAveety. Mr. McAveety, 47, has been Executive Vice President and Chief Brand Officer since April 2008. Prior to joining the company, Mr. McAveety was Global Brand Director of Camper, SL, a fashion footwear company, from January 2007 until March 2008. From July 1997 until December 2006, he served as Vice President, Brand Marketing, Europe, Middle East and Africa at Nike, Inc., a designer, developer and marketer of footwear, apparel and accessory products. Mr. McAveety is a member of the board of directors of Parques Reunidos Servicios Centrales S.A., a major owner and operator of leisure parks in Europe, the United States and Latin America.

Vasant M. Prabhu. Mr. Prabhu, 54, has been Vice Chairman and Chief Financial Officer since February 2010. Prior to that, he was Executive Vice President and Chief Financial Officer since January 2004. Prior to joining the Company, Mr. Prabhu served as Executive Vice President and Chief Financial Officer for Safeway Inc., a North American food and drug retailer specializing in grocery and general merchandise, from September 2000 through December 2003. Mr. Prabhu was previously the President of the Information and Media Group at the McGraw-Hill Companies, Inc., a provider of information services for the financial, education, commercial, and commodities market worldwide, from June 1998 to August 2000, and held several senior positions at divisions of PepsiCo, Inc., a global food, snack and beverage company, from June 1992 to May 1998. From August 1983 to May 1992 he was a partner at Booz Allen Hamilton Inc., an international management consulting firm. Mr. Prabhu is a member of the board of directors of Mattel, Inc.

Sergio D. Rivera. Mr. Rivera, 51, has been Co-President, The Americas since June 2012. Previously, Mr. Rivera was President and Chief Executive Officer of Starwood Vacation Ownership, a wholly owned subsidiary of the Company. Prior to 2008, Mr. Rivera held progressively senior management roles within the Company, including Controller, Vice President of Sales and Marketing, Senior Vice President of International Operations, and President of Global Real Estate. Mr. Rivera began his career with the Company through its predecessor company, Vistana Resorts, in 1989. Mr. Rivera is a member of the board of directors of the American Resort Development Association, a trade association representing the vacation ownership and resort development industries, and the Florida Chamber of Commerce.

Kenneth S. Siegel. Mr. Siegel, 58, has been Chief Administrative Officer and General Counsel since May 2006. From November 2000 to May 2006, Mr. Siegel held the position of Executive Vice President and General Counsel. In February 2001, he was also appointed as the Secretary of the Company. Mr. Siegel was formerly the Senior Vice President and General Counsel of Gartner, Inc., a provider of research and analysis on information technology industries, from January 2000 to November 2000. Prior to that time, he served as Senior Vice President, General Counsel and Corporate Secretary of IMS Health Incorporated, an information services company, and its predecessors from February 1997 to December 1999. Prior to that time, Mr. Siegel was a Partner in the law firm of Baker & Botts, LLP. Mr. Siegel is also a Trustee Emeritus of Cancer Hope Network, a non-profit entity, a Trustee of Minority Corporate Counsel Association, and a Trustee of the American Hotel & Lodging Educational Foundation.

Simon M. Turner. Mr. Turner, 52, has been President, Global Development since May 2008. From June 1996 to April 2008, he was a principal of Hotel Capital Advisers, Inc., a hotel investment advisory firm. During this period, Mr. Turner served on the board of directors of Four Season Hotels, Inc., serving as a member of the Human Resources Committee and the Audit Committee. He was also a member of the board of directors of Fairmont Raffles Hotels International and was chairman of the Audit Committee. From July 1987 to May 1996, Mr. Turner was a member of the Investment Banking Department of Salomon Brothers, based in both New York and London. He currently serves as a trustee of the Urban Land Institute and is a member of the Dean’s Advisory Board of the School of Hotel Administration at Cornell University.

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Item 11. Executive Compensation.

Information regarding executive compensation will be included in our Proxy Statement. The Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after the close of our fiscal year ended December 31, 2013 and such information is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Information regarding security ownership of certain beneficial owners and management and related stockholder matters will be included in our Proxy Statement. The Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after the close of our fiscal year ended December 31, 2013 and such information is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions and Director Independence.

Information regarding certain relationships and related transactions and director independence will be included in our Proxy Statement. The Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after the close of our fiscal year ended December 31, 2013 and such information is incorporated herein by reference.

Item 14. Principal Accounting Fees and Services.

Information regarding principal accounting fees and services will be included in our Proxy Statement. The Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after the close of our fiscal year ended December 31, 2013 and such information is incorporated herein by reference.

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Item 15. Exhibits, Financial Statement Schedules.

(a) The following documents are filed as part of this Annual Report:

1-2. The financial statements and financial statement schedule listed in the Index to Financial Statements and Schedule following the signature pages hereof.

3. Exhibits:

Exhibit Number	Description of Exhibit
3.1	Articles of Amendment and Restatement of the Company, as of May 30, 2007 (incorporated by reference to Appendix A to the Company’s 2007 Notice of Annual Meeting and Proxy Statement (Commission File Number 001-07959) filed with the SEC on April 26, 2007).
3.2	Amended and Restated Bylaws of the Company, as amended and restated through June 30, 2013 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (Commission File Number 001-07959) filed with the SEC on July 1, 2013).
4.1	Termination Agreement dated as of April 7, 2006 between the Company and the Trust (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (Commission File Number 001-07959) filed with the SEC on April 13, 2006 (the “April 13 Form 8-K”)).
4.2	Amended and Restated Rights Agreement, dated as of April 7, 2006, between the Company and American Stock Transfer and Trust Company, as Rights Agent (which includes the form of Amended and Restated Articles Supplementary of the Series A Junior Participating Preferred Stock as Exhibit A, the form of Rights Certificate as Exhibit B and the Summary of Rights to Purchase Preferred Stock as Exhibit C) (incorporated by reference to Exhibit 4.2 of the April 13 Form 8-K).
4.3	Amended and Restated Indenture, dated as of November 15, 1995, as Amended and Restated as of December 15, 1995 between ITT Corporation (formerly known as ITT Destinations, Inc.) and the First National Bank of Chicago, as trustee (incorporated by reference to Exhibit 4.A.IV to the First Amendment to ITT Corporation’s Registration Statement on Form S-3 (Commission File Number 333-07221) filed November 13, 1996).
4.4	First Indenture Supplement, dated as of December 31, 1998, among ITT Corporation, the Company and The Bank of New York (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (Commission File Number 001-07959) filed with the SEC on January 8, 1999).
4.5	Second Indenture Supplement, dated as of April 9, 2006, among the Company, Sheraton Holding Corporation and Bank of New York Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.3 to the April 13 Form 8-K).
4.6	Indenture, dated as of September 13, 2007, between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (Commission File Number 001-07959) filed with the SEC on September 17, 2007 (the “September 17 Form 8-K”)).
4.7	Supplemental Indenture No. 2, dated as of May 23, 2008, between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (Commission File Number 001-07959) filed with the SEC on May 28, 2008).
4.8	Supplemental Indenture No. 4, dated as of November 20, 2009, between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (Commission File Number 001-07959) filed with the SEC on November 23, 2009).
4.9	Indenture, dated as of December 10, 2012, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (Commission File Number 001-07959) filed with the SEC on December 10, 2012 (the “December 10 Form 8-K”)).
4.10	Supplemental Indenture No. 1, dated as of December 10, 2012, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to the December 10 Form 8-K).

57

Exhibit Number	Description of Exhibit
10.1	Third Amended and Restated Limited Partnership Agreement of SLC Operating Limited Partnership, dated January 6, 1999 (the “SLC LPA”), among the Company and the limited partners of SLC Operating Limited Partnership (incorporated by reference to Exhibit 10.2 to the Company’s Annual Report on Form 10-K (Commission File Number 001-07959) for the fiscal year ended December 31, 1998).
10.2	Amendment to the SLC LPA, effective as of December 27, 2013. +
10.3	Form of Trademark License Agreement, dated as of December 10, 1997, between Starwood Capital Group, L.L.C. and Starwood Lodging Trust (incorporated by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K (Commission File Number 001-07959) for the fiscal year ended December 31, 1997).
10.4	Credit Agreement, dated as of November 30, 2012, by and among the Company, certain of its subsidiaries, as borrowers, the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent, Citigroup Global Markets Inc., as syndication agent, Bank of America, N.A., HSBC Bank USA, National Association and Wells Fargo Bank, National Association, as documentation agents (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (Commission File Number 001-07959) filed with the SEC on December 5, 2012).
10.5	First Amendment to Credit Agreement, dated as of February 6, 2013, by and among the Company, certain of its subsidiaries, as borrowers, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.4 to the Company’s Annual Report on Form 10-K (Commission File Number 001-07959) for the fiscal year ended December 31, 2012).
10.6	Second Amendment to Credit Agreement, dated as of January 3, 2014, by and among the Company, certain of its subsidiaries, as borrowers, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto. +
10.7	Starwood Hotels & Resorts Worldwide, Inc. 1999 Long-Term Incentive Compensation Plan (the “1999 LTIP”) (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q (Commission File Number 001-07959) for the quarterly period ended June 30, 1999 (the “1999 Form 10-Q2”)). *
10.8	First Amendment to the 1999 LTIP, dated as of August 1, 2001 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (Commission File Number 001-07959) for the quarterly period ended September 30, 2001). *
10.9	Second Amendment to the 1999 LTIP (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (Commission File Number 001-07959) for the quarterly period ended March 31, 2003 (the “2003 Form 10-Q1”)). *
10.10	Form of Non-Qualified Stock Option Agreement pursuant to the 1999 LTIP (incorporated by reference to Exhibit 10.30 to the Company’s Annual Report on Form 10-K (Commission File Number 001-07959) for the fiscal year ended December 31, 2004 (the “2004 Form 10-K”)). *
10.11	Form of Restricted Stock Agreement pursuant to the 1999 LTIP (incorporated by reference to Exhibit 10.31 to the 2004 Form 10-K). *
10.12	Starwood Hotels & Resorts Worldwide, Inc. 2002 Long-Term Incentive Compensation Plan (the “2002 LTIP”) (incorporated by reference to Annex B of the Company’s 2002 Notice of Annual Meeting and Proxy Statement (Commission File Number 001-07959) filed with the SEC on April 12, 2002). *
10.13	First Amendment to the 2002 LTIP (incorporated by reference to Exhibit 10.1 to the 2003 Form 10-Q1). *
10.14	Form of Non-Qualified Stock Option Agreement pursuant to the 2002 LTIP (incorporated by reference to Exhibit 10.49 to the Company’s Annual Report on Form 10-K (Commission File Number 001-07959) for the fiscal year ended December 31, 2002 (the “2002 Form 10-K”)). *
10.15	Form of Restricted Stock Agreement pursuant to the 2002 LTIP (incorporated by reference to Exhibit 10.35 to the 2004 Form 10-K). *
10.16	Starwood Hotels & Resorts Worldwide, Inc. 2004 Long-Term Incentive Compensation Plan, amended and restated as of December 31, 2008 (“2004 LTIP”) (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (Commission File Number 001-07959) filed with the SEC on January 6, 2009 (the “January 2009 Form 8-K”)). *

58

Exhibit Number	Description of Exhibit
10.17	First Amendment to the 2004 LTIP (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (Commission File Number 001-07959) for the quarterly period ended June 30, 2013). *
10.18	Form of Non-Qualified Stock Option Agreement pursuant to the 2004 LTIP (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q (Commission File Number 001-07959) for the quarterly period ended June 30, 2004). *
10.19	Form of Restricted Stock Agreement pursuant to the 2004 LTIP (incorporated by reference to Exhibit 10.38 to the 2004 Form 10-K). *
10.20	Form of Non-Qualified Stock Option Agreement pursuant to the 2004 LTIP (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (Commission File Number 001-07959) filed with the SEC February 13, 2006 (the “February 2006 Form 8-K”)). *
10.21	Form of Restricted Stock Agreement pursuant to the 2004 LTIP (incorporated by reference to Exhibit 10.1 to the February 2006 Form 8-K). *
10.22	Form of Amended and Restated Non-Qualified Stock Option Agreement pursuant to the 2004 LTIP (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (Commission File Number 001-07959) for the period ended June 30, 2006 (the 2006 Form 10-Q2”)). *
10.23	Form of Amended and Restated Restricted Stock Agreement pursuant to the 2004 LTIP (incorporated by reference to Exhibit 10.2 to the 2006 Form 10-Q2). *
10.24	Form of 2013 Performance Share Agreement pursuant to the 2004 LTIP * +
10.25	Form of 2013 Restricted Stock Award Agreement pursuant to the 2004 LTIP * +
10.26	Annual Incentive Plan for Certain Executives, amended and restated as of December 2008 (incorporated by reference to Exhibit 10.2 to the January 2009 Form 8-K). *
10.27	Starwood Hotels & Resorts Worldwide, Inc. Amended and Restated Deferred Compensation Plan, effective as of January 22, 2008 (incorporate by reference to Exhibit 10.35 to the Company’s Annual Report on Form 10-K (Commission File Number 001-07959) for the fiscal year ended December 31, 2007). *
10.28	Starwood Hotels & Resorts Worldwide, Inc. 2013 Long-Term Incentive Compensation Plan (“2013 LTIP”) (incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-8 (Commission File Number 333-189674) filed June 28, 2013). *
10.29	Form of Indemnification Agreement between the Company and each of its Directors and executive officers (incorporated by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K (Commission File Number 001-07959) filed with the SEC on November 25, 2009). *
10.30	Employment Agreement, dated as of November 13, 2003, between the Company and Vasant Prabhu (incorporated by reference to Exhibit 10.68 to the Company’s Annual Report on Form 10-K (Commission File Number 001-07959) for the fiscal year ended December 31, 2003). *
10.31	Letter Agreement, dated August 14, 2007, between the Company and Vasant Prabhu (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (Commission File Number 001-07959) filed with the SEC on August 17, 2007 (the “August 17 Form 8-K”)). *
10.32	Amendment, dated as of December 30, 2008, to employment agreement between the Company and Vasant Prabhu (incorporated by reference to Exhibit 10.34 to the Company’s Annual Report on Form 10-K (Commission File Number 001-07959) for the fiscal year ended December 31, 2008 (the “2008 Form 10-K”)). *
10.33	Employment Agreement, dated as of September 25, 2000, between the Company and Kenneth Siegel (incorporated by reference to Exhibit 10.57 to the Company’s Annual Report on Form 10-K (Commission File Number 001-07959) for the fiscal year ended December 31, 2000). *
10.34	Letter Agreement, dated July 22, 2004 between the Company and Kenneth Siegel (incorporated by reference to Exhibit 10.73 to the 2004 Form 10-K). *

59

Exhibit Number	Description of Exhibit
10.35	Amendment, dated as of December 30, 2008, to employment agreement between the Company and Kenneth S. Siegel (incorporated by reference to Exhibit 10.43 to the 2008 Form 10-K). *
10.36	Employment Agreement, dated as of August 2, 2007, between the Company and Bruce W. Duncan (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q (Commission File Number 001-07959) for the quarterly period ended June 30, 2007). *
10.37	Form of Restricted Stock Unit Agreement between the Company and Bruce W. Duncan pursuant to the 2004 LTIP (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q (Commission File Number 001-07959) for the period ended March 31, 2007). *
10.38	Amended and Restated Employment Agreement, dated as of April 18, 2013, by and between Starwood Hotels & Resorts Worldwide, Inc. and Frits van Paasschen (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (Commission File Number 001-07959) filed with the SEC on April 24, 2013). *
10.39	Form of Non-Qualified Stock Option Agreement between the Company and Frits van Paasschen pursuant to the 2004 LTIP (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q (Commission File Number 001-07959) for the period ended September 30, 2007 (the “2007 Form 10-Q3”)). *
10.40	Form of Restricted Stock Unit Agreement between the Company and Frits van Paasschen pursuant to the 2004 LTIP (incorporated by reference to Exhibit 10.6 to the 2007 Form 10-Q3). *
10.41	Form of Restricted Stock Grant between the Company and Frits van Paasschen pursuant to the 2004 LTIP (incorporated by reference to Exhibit 10.7 to the 2007 Form 10-Q3). *
10.42	Form of Severance Agreement between the Company and each of Messrs. Siegel and Prabhu (incorporated by reference to Exhibit 10.57 to the 2008 Form 10-K). *
10.43	Letter Agreement, dated August 22, 2008, between the Company and Matthew Avril (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (Commission File Number 001-07959) for the quarterly period ended March 31, 2009 (the “2009 Form 10-Q1”). *
10.44	Amendment, dated as of December 30, 2008, to employment agreement between the Company and Matthew Avril (incorporated by reference to Exhibit 10.2 to the 2009 Form 10-Q1). *
10.45	Amendment, dated as of December 15, 2011, to employment agreement between the Company and Matthew Avril (incorporated by reference to Exhibit 10.41 to the Company’s Annual Report on Form 10-K (Commission File Number 001-07959) for the fiscal year ended December 31, 2011). *
10.46	Amended and Restated Severance Agreement, dated as of December 30, 2008, between the Company and Matthew Avril (incorporated by reference to Exhibit 10.3 to the 2009 Form 10-Q1). *
10.47	Retirement Agreement and Mutual General Release of Claims by and between Starwood International Licensing Company, S.A.R.L., Starwood Hotels & Resorts Worldwide, Inc. and Matthew E. Avril, dated as of April 12, 2012 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (Commission File Number 001-07959) filed with the SEC April 16, 2012). *
10.48	Letter Agreement, dated April 15, 2008, between the Company and Simon Turner (incorporated by reference to Exhibit 10.7 to the 2009 Form 10-Q1). *
10.49	Amendment, dated as of December 30, 2008, to employment agreement between the Company and Simon Turner (incorporated by reference to Exhibit 10.8 to the 2009 Form 10-Q1). *
10.50	Amended and Restated Severance Agreement, dated as of December 30, 2008, between the Company and Simon Turner (incorporated by reference to Exhibit 10.9 to the 2009 Form 10-Q1). *
10.51	Employment Agreement, dated August 27, 2012, between the Company and Sergio Rivera. * +
10.52	Severance Agreement, dated August 27, 2012, between the Company and Sergio Rivera. * +
10.53	Starwood Savings Restoration Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (Commission File Number 001-07959) for the quarterly period ended September 30, 2013). *
12.1	Calculation of Ratio of Earnings to Total Fixed Charges.+
21.1	List of our Subsidiaries. +

60

Exhibit Number	Description of Exhibit
23.1	Consent of Ernst & Young LLP. +
31.1	Certification Pursuant to Rule 13a-14 under the Securities Exchange Act of 1934 – Chief Executive Officer. +
31.2	Certification Pursuant to Rule 13a-14 under the Securities Exchange Act of 1934 – Chief Financial Officer. +
32.1	Certification Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code – Chief Executive Officer. +
32.2	Certification Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code – Chief Financial Officer. +
101	The following materials from Starwood Hotels & Resorts Worldwide, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2013 formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Equity, (v) the Consolidated Statements of Cash Flows, and (vi) notes to the consolidated financial statements. +

+ Filed herewith.

* Indicates management contract or compensatory plan or arrangement

The registrant hereby agrees to file with the Commission a copy of any instrument defining the rights of long-term debt holders of the registrant and its consolidated subsidiaries upon the request of the Commission.

61

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
By:	/S/     FRITS VAN PAASSCHEN
	Frits van Paasschen
	Chief Executive Officer and Director
Date: February 24, 2014

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.

Signature	Title	Date
/S/    FRITS VAN PAASSCHEN	Chief Executive Officer and Director	February 24, 2014
Frits van Paasschen
/S/    BRUCE W. DUNCAN	Chairman and Director	February 24, 2014
Bruce W. Duncan
/S/    VASANT M. PRABHU	Executive Vice President and Chief	February 24, 2014
Vasant M. Prabhu	Financial Officer (Principal Financial Officer)
/S/    ALAN M. SCHNAID	Senior Vice President, Corporate	February 24, 2014
Alan M. Schnaid	Controller and Principal Accounting Officer
/S/    ADAM M. ARON	Director	February 24, 2014
Adam M. Aron
/S/    CHARLENE BARSHEFSKY	Director	February 24, 2014
Charlene Barshefsky
/S/    THOMAS E. CLARKE	Director	February 24, 2014
Thomas E. Clarke
/S/    CLAYTON C. DALEY, JR.	Director	February 24, 2014
Clayton C. Daley, Jr.
/S/    LIZANNE GALBREATH	Director	February 24, 2014
Lizanne Galbreath
/S/    ERIC HIPPEAU	Director	February 24, 2014
Eric Hippeau
/S/    AYLWIN B. LEWIS	Director	February 24, 2014
Aylwin B. Lewis
/S/    STEPHEN R. QUAZZO	Director	February 24, 2014
Stephen R. Quazzo
/S/    THOMAS O. RYDER	Director	February 24, 2014
Thomas O. Ryder

62

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

INDEX TO FINANCIAL STATEMENTS AND SCHEDULE

	Page
Management’s Report on Internal Control over Financial Reporting		F-2
Report of Independent Registered Public Accounting Firm		F-3
Report of Independent Registered Public Accounting Firm		F-4
Consolidated Balance Sheets as of December 31, 2013 and 2012		F-5
Consolidated Statements of Income for the Years Ended December 31, 2013, 2012 and 2011		F-6
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2013, 2012 and 2011		F-7
Consolidated Statements of Equity for the Years Ended December 31, 2013, 2012 and 2011		F-8
Consolidated Statements of Cash Flows for the Years Ended December 31, 2013, 2012 and 2011		F-9
Notes to Financial Statements		F-10
Schedule:
Schedule II — Valuation and Qualifying Accounts		S-1

F-1

Management’s Report on Internal Control over Financial Reporting

Management of Starwood Hotels & Resorts Worldwide, Inc. and its subsidiaries (“Company”) is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f) or 15(d)-15(f).

Our management assessed the effectiveness of the Company’s internal controls over financial reporting as of December 31, 2013. In making this assessment, the Company’s management used the criteria established in Internal Control-Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on assessment and those criteria, management believes that, as of December 31, 2013, the Company’s internal control over financial reporting is effective.

Management has engaged Ernst & Young LLP, the independent registered public accounting firm that audited the consolidated financial statements included in this Annual Report on Form 10-K, to attest to the Company’s internal control over financial reporting. The report is included herein.

F-2

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of Starwood Hotels & Resorts Worldwide, Inc.

We have audited Starwood Hotels & Resorts Worldwide, Inc.’s (the “Company”) internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 framework) (the COSO criteria). The Company’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of the Company as of December 31, 2013 and 2012 and the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2013 of the Company and our report dated February 24, 2014 expressed an unqualified opinion thereon.

/s/    Ernst & Young LLP

New York, New York

February 24, 2014

F-3

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of Starwood Hotels & Resorts Worldwide, Inc.

We have audited the accompanying consolidated balance sheets of Starwood Hotels & Resorts Worldwide, Inc. (the “Company”) as of December 31, 2013 and 2012, and the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2013. Our audits also included the financial statement schedule listed in the Index at Item 15(a). These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company at December 31, 2013 and 2012, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2013, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 framework) and our report dated February 24, 2014 expressed an unqualified opinion thereon.

/s/    Ernst & Young LLP

New York, New York

February 24, 2014

F-4

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

CONSOLIDATED BALANCE SHEETS

(In millions, except share data)

	December 31,
	2013			2012
ASSETS
Current assets:
Cash and cash equivalents	$	616		$	305
Restricted cash		134			158
Accounts receivable, net of allowance for doubtful accounts of $59 and $59		643			586
Inventories		217			361
Securitized vacation ownership notes receivable, net of allowance for doubtful accounts of $6 and $9		54			65
Deferred income taxes		211			290
Prepaid expenses and other		121			124
Total current assets		1,996			1,889
Investments		251			260
Plant, property and equipment, net		3,034			3,162
Assets held for sale, net		—			36
Goodwill and intangible assets, net		2,032			2,025
Deferred income taxes		591			660
Other assets		543			385
Securitized vacation ownership notes receivable, net		315			438
	$	8,762		$	8,855
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term borrowings and current maturities of long-term debt	$	2		$	2
Accounts payable		105			121
Current maturities of long-term securitized vacation ownership debt		97			150
Accrued expenses		1,092			1,074
Accrued salaries, wages and benefits		404			395
Accrued taxes and other		224			274
Total current liabilities		1,924			2,016
Long-term debt		1,265			1,273
Long-term securitized vacation ownership debt		258			383
Deferred income taxes		48			85
Other liabilities		1,904			1,956
		5,399			5,713
Commitments and contingencies
Stockholders’ equity:
Common stock; $0.01 par value; authorized 1,000,000,000 shares; outstanding 191,897,809 and 193,121,094 shares at December 31, 2013 and 2012, respectively		2			2
Additional paid-in capital		661			816
Accumulated other comprehensive loss		(335	)		(338	)
Retained earnings		3,032			2,657
Total Starwood stockholders’ equity		3,360			3,137
Noncontrolling interest		3			5
Total equity		3,363			3,142
	$	8,762		$	8,855

The accompanying notes to financial statements are an integral part of the above statements.

F-5

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

CONSOLIDATED STATEMENTS OF INCOME

(In millions, except per share data)

	Year Ended December 31,
	2013			2012			2011
Revenues
Owned, leased and consolidated joint venture hotels	$	1,612		$	1,698		$	1,768
Vacation ownership and residential sales and services		924			1,287			703
Management fees, franchise fees and other income		965			888			814
Other revenues from managed and franchised properties		2,614			2,448			2,339
		6,115			6,321			5,624
Costs and Expenses
Owned, leased and consolidated joint venture hotels		1,292			1,391			1,449
Vacation ownership and residential		632			961			521
Selling, general, administrative and other		384			370			352
Restructuring and other special charges (credits), net		1			(12	)		68
Depreciation		239			226			235
Amortization		28			25			30
Other expenses from managed and franchised properties		2,614			2,448			2,339
		5,190			5,409			4,994
Operating income		925			912			630
Equity earnings and gains from unconsolidated ventures, net		26			25			11
Interest expense, net of interest income of $3, $2 and $3		(100	)		(170	)		(200	)
Loss on early extinguishment of debt, net		—			(128	)		(16	)
Loss on asset dispositions and impairments, net		(23	)		(21	)		—
Income from continuing operations before taxes and noncontrolling interests		828			618			425
Income tax benefit (expense)		(263	)		(148	)		75
Income from continuing operations		565			470			500
Discontinued operations:
Loss from operations, net of tax (benefit) expense of $0, $0 and $0		(1	)		—			—
Gain (loss) on dispositions, net of tax (benefit) expense of $(69), $87 and $(5)		71			92			(13	)
Net income		635			562			487
Net loss attributable to noncontrolling interests		—			—			2
Net income attributable to Starwood	$	635		$	562		$	489
Earnings (Losses) Per Share — Basic
Continuing operations	$	2.96		$	2.44		$	2.65
Discontinued operations		0.37			0.48			(0.07	)
Net income	$	3.33		$	2.92		$	2.58
Earnings (Losses) Per Share — Diluted
Continuing operations	$	2.92		$	2.39		$	2.57
Discontinued operations		0.36			0.47			(0.06	)
Net income	$	3.28		$	2.86		$	2.51
Amounts attributable to Starwood’s Common Stockholders
Income from continuing operations	$	565		$	470		$	502
Discontinued operations		70			92			(13	)
Net income	$	635		$	562		$	489
Weighted average number of shares		191			193			189
Weighted average number of shares assuming dilution		193			197			195
Dividends declared per share	$	1.35		$	1.25		$	0.50

The accompanying notes to financial statements are an integral part of the above statements.

F-6

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions)

	Year Ended December 31,
	2013			2012			2011
Net income	$	635		$	562		$	487
Other comprehensive income (loss), net of taxes:
Foreign currency translation adjustments		(20	)		25			(48	)
Defined benefit pension and postretirement plans activity		22			(11	)		(19	)
Cash flow hedges net gains (losses)		1			(4	)		3
		3			10			(64	)
Comprehensive income		638			572			423
Comprehensive (income) loss attributable to noncontrolling interests		—			—			2
Foreign currency translation adjustments attributable to noncontrolling interests		—			—			(1	)
Comprehensive income attributable to Starwood	$	638		$	572		$	424

The accompanying notes to financial statements are an integral part of the above statements.

F-7

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

CONSOLIDATED STATEMENTS OF EQUITY

	Equity Attributable to Starwood Stockholders
									Accumulated						Equity Attributable to Noncontrolling Interests
						Additional Paid-in Capital (1)			Other
	Shares								Comprehensive			Retained Earnings
	Shares			Amount					(Loss) Income									Total
	(in millions)
Balance at December 31, 2010		193		$	2	$	805		$	(283	)	$	1,947		$	15		$	2,486
Net income (loss)		—			—		—			—			489			(2	)		487
Stock option and restricted stock award transactions, net		3			—		154			—			—			—			154
ESPP stock issuances		—			—		5			—			—			—			5
Other comprehensive income (loss)		—			—		—			(65	)		—			1			(64	)
Dividends		—			—		—			—			(99	)		(1	)		(100	)
Sale of controlling interest		—			—		—			—			—			(13	)		(13	)
Acquisition of non-controlling interest		—			—		(1	)		—			—			1			—
Balance at December 31, 2011		196			2		963			(348	)		2,337			1			2,955
Net income (loss)		—			—		—			—			562			—			562
Stock option and restricted stock award transactions, net		3			—		167			—			—			—			167
ESPP stock issuances		—			—		6			—			—			—			6
Share repurchases		(6	)		—		(320	)		—			—			—			(320	)
Other comprehensive income (loss)		—			—		—			10			—			—			10
Dividends		—			—		—			—			(242	)		—			(242	)
Acquisition of non-controlling interest		—			—		—			—			—			4			4
Balance at December 31, 2012		193			2		816			(338	)		2,657			5			3,142
Net income (loss)		—			—		—			—			635			—			635
Stock option and restricted stock award transactions, net		4			—		154			—			—			—			154
ESPP stock issuances		—			—		6			—			—			—			6
Share repurchases		(5	)		—		(316	)		—			—			—			(316	)
Other comprehensive income (loss)		—			—		—			3			—			—			3
Dividends		—			—		—			—			(260	)		—			(260	)
Acquisition of non-controlling interest		—			—		1			—			—			(2	)		(1	)
Balance at December 31, 2013		192		$	2	$	661		$	(335	)	$	3,032		$	3		$	3,363

(1) Stock option and restricted stock award transactions are net of a tax benefit of $26 million, $72 million and $26 million in 2013, 2012, and 2011 respectively.

The accompanying notes to financial statements are an integral part of the above statements.

F-8

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

	Year Ended December 31,
	2013			2012			2011
Operating Activities
Net income	$	635		$	562		$	487
Adjustments to net income:
Discontinued operations:
(Gain) loss on dispositions, net		(71	)		(92	)		13
Stock-based compensation expense		54			63			75
Excess stock-based compensation tax benefit		(26	)		(72	)		(26	)
Depreciation and amortization		267			251			265
Amortization of deferred loan costs		5			6			11
(Gain) loss on debt extinguishment, net		(4	)		128			16
Non-cash portion of restructuring and other special charges (credits), net		1			—			—
Non-cash foreign currency (gains) losses, net		14			(5	)		12
Amortization of deferred gains		(91	)		(87	)		(87	)
Provision for doubtful accounts		22			33			31
Distributions in excess (deficit) of equity earnings		—			—			7
Loss (gain) on asset dispositions and impairments, net		23			21			—
Non-cash portion of income tax expense (benefit)		65			(20	)		63
Changes in working capital:
Restricted cash		46			(2	)		(27	)
Accounts receivable		(42	)		(3	)		(45	)
Inventories		156			448			(14	)
Prepaid expenses and other		(4	)		(7	)		(15	)
Accounts payable and accrued expenses		10			(115	)		62
Accrued income taxes		58			76			(195	)
Securitized VOI notes receivable activity, net		144			7			(45	)
VOI notes receivable activity, net		(157	)		(24	)		12
Other, net		46			16			41
Cash (used for) from operating activities		1,151			1,184			641
Investing Activities
Purchases of plant, property and equipment		(364	)		(362	)		(385	)
Proceeds from asset sales, net		260			528			290
Issuance of notes receivable		—			(4	)		(10	)
Collection of notes receivable, net		3			4			7
Acquisitions, net of acquired cash		(67	)		(45	)		(72	)
Purchases of investments		(1	)		(2	)		(8	)
Proceeds from investments		4			4			4
Other, net		7			3			(2	)
Cash (used for) from investing activities		(158	)		126			(176	)
Financing Activities
Revolving credit facility and short-term borrowings (repayments), net		—			—			—
Long-term debt issued		—			358			47
Long-term debt repaid		(1	)		(1,409	)		(650	)
Long-term securitized debt issued		—			166			200
Long-term securitized debt repaid		(178	)		(165	)		(162	)
(Increase) decrease in restricted cash		(19	)		69			(144	)
Dividends paid		(256	)		(242	)		(99	)
Proceeds from stock option exercises		88			74			70
Excess stock-based compensation tax benefit		26			72			22
Share repurchases		(316	)		(320	)		—
Other, net		(22	)		(59	)		(39	)
Cash (used for) from financing activities		(678	)		(1,456	)		(755	)
Exchange rate effect on cash and cash equivalents		(4	)		(3	)		(9	)
Increase (decrease) in cash and cash equivalents		311			(149	)		(299	)
Cash and cash equivalents — beginning of period		305			454			753
Cash and cash equivalents — end of period	$	616		$	305		$	454
Supplemental Disclosures of Cash Flow Information
Cash paid (received) during the period for:
Interest	$	68		$	170		$	188
Income taxes, net of refunds	$	130		$	103		$	42
Non-cash acquisition of Hotel Imperial	$	—		$	—		$	57

The accompanying notes to financial statements are an integral part of the above statements.

F-9

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

NOTES TO FINANCIAL STATEMENTS

Note 1.     Basis of Presentation

The accompanying consolidated financial statements represent the consolidated financial position and consolidated results of operations of Starwood Hotels & Resorts Worldwide, Inc. and its subsidiaries. We are one of the world’s largest hotel and leisure companies. Our principal business is hotels and leisure, which is comprised of a worldwide hospitality network of 1,175 full-service hotels, vacation ownership resorts and residential developments primarily serving two markets: luxury and upper upscale. The principal operations of Starwood Vacation Ownership, Inc. (“SVO”) include the development and operation of vacation ownership resorts; and marketing, selling and financing of vacation ownership interests (“VOIs”) in the resorts.

The consolidated financial statements include our assets, liabilities, revenues and expenses and those of our controlled subsidiaries and partnerships. In consolidating, all material intercompany transactions are eliminated. We have evaluated all subsequent events through the date the consolidated financial statements were filed.

Following the guidance for noncontrolling interests in Accounting Standards Codification (“ASC”) Topic 810, Consolidation, references in this report to our earnings per share, net income, and stockholders’ equity attributable to Starwood’s common stockholders do not include amounts attributable to noncontrolling interests.

Our hotel business is segregated into three separate hotel segments: (i) the Americas, (ii) Europe, Africa and the Middle East (“EAME”), and (iii) Asia Pacific. The vacation ownership and residential business is a separate segment. Note 26 to the consolidated financial statements presents further information about our reportable segments.

Note 2.     Significant Accounting Policies

Cash and Cash Equivalents.    We consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Restricted Cash.    The majority of our restricted cash relates to cash used as collateral to reduce fees on letters of credit. Restricted cash also consists of deposits received on sales of VOIs and residential properties that are held in escrow until a certificate of occupancy is obtained, the legal rescission period has expired and the deed of trust has been recorded in governmental property ownership records. Additionally, restricted cash includes cash held by our VIEs from our securitization transactions (see Note 9).

Inventories.    Inventories are comprised principally of VOIs of $182 million and $220 million as of December 31, 2013 and 2012, respectively, residential inventory of $7 million and $112 million as of December 31, 2013 and 2012, respectively, and hotel inventory. VOI and residential inventory, which has an operating cycle that generally exceeds 12 months, is classified as a current asset consistent with recognized industry practice. VOIs and residential inventory is carried at the lower of cost or net realizable value and includes capitalized interest. Capitalized interest incurred in 2013 and 2012 was de minimis, whereas in 2011, capitalized interest amounted to $37 million. Hotel inventory includes operating supplies and food and beverage inventory items which are generally valued at the lower of FIFO cost (first-in, first-out) or market.

Loan Loss Reserves.    For the vacation ownership and residential segment, we record an estimate of expected uncollectibility on our VOI notes receivable as a reduction of revenue at the time we recognize a timeshare sale. We hold large amounts of homogeneous VOI notes receivable and therefore assess uncollectibility based on pools of receivables. In estimating loan loss reserves, we use a technique referred to as static pool analysis, which tracks defaults for each year’s mortgage originations over the life of the respective notes and projects an estimated default rate. As of December 31, 2013 and 2012, the average estimated default rate of our pools of receivables was 9.3% and 9.7%, respectively.

We use the origination of the notes by brand (Sheraton, Westin, and Other) and the Fair Isaac Corporation (“FICO”) scores of the buyers as the primary credit quality indicators to calculate the loan loss reserve for the vacation ownership notes, as we believe there is a relationship between the default behavior of borrowers and the brand associated with the vacation ownership property they have acquired, supplemented by the FICO scores of

F-10

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

NOTES TO FINANCIAL STATEMENTS

the buyers. In addition to quantitatively calculating the loan loss reserve based on our static pool analysis, we supplement the process by evaluating certain qualitative data, including the aging of the respective receivables and current default trends by brand and origination year.

Given the significance of our pools of VOI notes receivable, a change in the projected default rate can have a significant impact to our loan loss reserve requirements, with a 0.1% change estimated to have an impact of approximately $4 million.

We consider a VOI note receivable delinquent when it is more than 30 days outstanding. All delinquent loans are placed on nonaccrual status, and we do not resume interest accrual until payment is made. We consider loans to be in default upon reaching 120 days outstanding, at which point we generally commence the repossession process. Uncollectible VOI notes receivable are charged off when title to the unit is returned to us. We generally do not modify vacation ownership notes that become delinquent or upon default.

For the hotel segments, we measure the impairment of a loan based on the present value of expected future cash flows, discounted at the loan’s original effective interest rate, or the estimated fair value of the collateral. For impaired loans, we establish a specific impairment reserve for the difference between the recorded investment in the loan and the present value of the expected future cash flows or the estimated fair value of the collateral. We apply the loan impairment policy individually to all loans in the portfolio and do not aggregate loans for the purpose of applying such policy. For loans that we have determined to be impaired, we recognize interest income on a cash basis.

Assets Held for Sale.    We consider properties to be assets held for sale when management approves and commits to a formal plan to actively market a property or group of properties for sale and a signed sales contract and significant non-refundable deposit or contract break-up fee exists. Upon designation as an asset held for sale, we record the carrying value of each property or group of properties at the lower of its carrying value which includes allocable segment goodwill or its estimated fair value, less estimated costs to sell, and we stop recording depreciation expense. Any gain realized in connection with the sale of a property for which we have significant continuing involvement (such as through a long-term management agreement) is deferred and recognized over the initial term of the related agreement (see Note 11). The operations of the properties held for sale prior to the sale date are recorded in discontinued operations unless we will have significant continuing involvement (such as through a management or franchise agreement) after the sale.

Investments.    Investments in joint ventures are generally accounted for under the equity method of accounting when we have a 20% to 50% ownership interest or exercise significant influence over the venture. If our interest exceeds 50% or, if we have the power to direct the economic activities of the entity and the obligation to absorb losses or receive benefits from the VIE that could be significant, then the results of the joint venture are consolidated herein. All other investments are generally accounted for under the cost method.

The fair market value of investments is based on the market prices for the last day of the period if the investment trades on quoted exchanges. For non-traded investments, fair value is estimated based on the underlying value of the investment, which is dependent on the performance of the investment as well as the volatility inherent in external markets. In assessing potential impairment for an investment, we will consider these factors as well as the forecasted financial performance of the investment. If the forecast is not met, we may have to record an impairment charge.

Plant, Property and Equipment.    Plant, property and equipment are recorded at cost. We recorded capitalized interest of $7 million, $7 million and $5 million incurred in 2013, 2012 and 2011, respectively. The costs of improvements that extend the life of plant, property and equipment, such as structural improvements, equipment and fixtures, are capitalized. Costs for normal repairs and maintenance are expensed as incurred. Depreciation is recorded on a straight-line basis over the estimated useful economic lives of 15 to 40 years for buildings and improvements; 3 to 10 years for furniture, fixtures and equipment; 3 to 20 years for information

F-11

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

NOTES TO FINANCIAL STATEMENTS

technology software and equipment; and the lesser of the lease term or the economic useful life for leasehold improvements. Gains or losses on the sale or retirement of assets are included in income when the assets are retired or sold provided there is reasonable assurance of the collectability of the sales price and any future activities to be performed by us relating to the assets sold are insignificant.

We evaluate the carrying value of our assets for impairment in accordance with ASC Topic 360, Property Plant, and Equipment. When a trigger event occurs for assets in use, we compare the expected undiscounted future cash flows of the assets to the net book value of the assets. If the expected undiscounted future cash flows are less than the net book value of the assets, we charge the excess of the net book value over the estimated fair value to current earnings. Fair value is based upon the discounted cash flows of the assets at rates deemed reasonable for the type of asset and prevailing market conditions, comparative sales for similar assets, appraisals and, if appropriate, current estimated net sales proceeds from pending offers.

Goodwill and Intangible Assets.    Goodwill and intangible assets arise in connection with acquisitions, including the acquisition of management and franchise contracts. We do not amortize goodwill and intangible assets with indefinite lives. Intangible assets with finite lives are amortized over their respective useful lives. In accordance with ASC Topic 350, Intangibles – Goodwill and Other, we review all goodwill and intangible assets for impairment annually, or upon the occurrence of a trigger event.

When testing goodwill for impairment, ASC Topic 350 permits us to assess qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount as a basis to determine whether the two-step impairment test is necessary. We also have the option to bypass the qualitative assessment for any reporting unit in any period and proceed directly to performing the first step of the two-step goodwill impairment test. We may also qualitatively assess our indefinite lived intangible assets for impairment prior to performing the quantitative impairment test. Impairment charges, if any, are recognized in operating results.

Frequent Guest Program.    Starwood Preferred Guest^® (“SPG”) is our frequent guest incentive marketing program. SPG members earn points based on spending at our owned, managed and franchised hotels, as incentives to first-time buyers of VOIs and residences, and through participation in affiliated partners’ programs such as co-branded credit cards and airline travel. Points may be redeemed at substantially all of our owned, leased, managed and franchised hotels as well as through other redemption opportunities with third parties, such as conversion to airline miles.

We charge our owned, managed and franchised hotels the cost of operating the SPG program, including the estimated cost of our future redemption obligation, based on a percentage of our SPG members’ qualified expenditures. Our management and franchise agreements require that we are reimbursed for the costs of operating the SPG program, including marketing, promotions and communications, and performing member services for the SPG members. As points are earned, we increase the SPG point liability for the amount of cash we receive from our managed and franchised hotels related to the future redemption obligation. For our owned hotels, we record an expense for the amount of our future redemption obligation with the offset to the SPG point liability. When points are redeemed by the SPG members, the hotels recognize revenue and the SPG point liability is reduced.

Through the services of third-party actuarial analysts, we determine the value of the future redemption obligation. This value is based on statistical formulas which project the timing of future point redemptions based on historical experience, including an estimate of the “breakage” for points that will never be redeemed, and an estimate of the points that will eventually be redeemed as well as the cost of reimbursing hotels and other third-parties for other point redemption opportunities.

We consolidate the assets and liabilities of the SPG program including the liability associated with the future redemption obligation which is included in other long-term liabilities and accrued expenses in the

F-12

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

NOTES TO FINANCIAL STATEMENTS

accompanying consolidated balance sheets. The total actuarially determined liability, as of December 31, 2013 and 2012, was $1,036 million and $922 million, respectively, of which $313 million and $275 million, respectively, was included in accrued expenses.

Legal Contingencies.    We are subject to various legal proceedings and claims, the outcomes of which are subject to significant uncertainty. ASC Topic 450, Contingencies requires that an estimated loss from a loss contingency be accrued with a corresponding charge to income if it is probable that an asset has been impaired or a liability has been incurred and the amount of the loss can be reasonably estimated. Disclosure of a contingency is required if there is at least a reasonable possibility that a loss has been incurred. We evaluate, among other factors, the degree of probability of an unfavorable outcome and the ability to make a reasonable estimate of the amount of the loss. Changes in these factors could materially impact our financial position or our results of operations (see Note 25).

Fair Value of Financial Instruments.    Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy prioritizes the inputs to valuation methodologies used to measure fair value as follows:

• Level 1 — Quoted prices in active markets for identical assets or liabilities.

• Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

• Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Derivative Financial Instruments.    We periodically enter into interest rate swap agreements, based on market conditions, to manage interest rate exposure. The net settlements paid or received under these agreements are accrued consistent with the terms of the agreements and are recognized in interest expense over the term of the related debt.

We enter into forward contracts to manage exposure to foreign currency fluctuations. All foreign currency hedging instruments have an inverse correlation to the hedged assets or liabilities. Changes in the fair value of the derivative instruments are classified in the same manner as the classification of the changes in the underlying assets or liabilities due to fluctuations in foreign currency exchange rates. These forward contracts do not qualify as hedges.

We periodically enter into forward contracts to manage foreign exchange risk based on market conditions. We enter into forward contracts to hedge fluctuations in forecasted transactions based on foreign currencies that are billed in United States dollars. These forward contracts have been designated as cash flow hedges, and their change in fair value is recorded as a component of other comprehensive income. As a forecasted transaction occurs, the gain or loss is reclassified from other comprehensive income to management fees, franchise fees and other income.

We do not enter into derivative financial instruments for trading or speculative purposes, and we monitor the financial stability and credit standing of our counterparties in these transactions.

Foreign Currency Translation.    Balance sheet accounts are translated at the exchange rates in effect at each period end and income and expense accounts are translated at the average rates of exchange prevailing during the year. The national currencies of foreign operations are generally the functional currencies. Gains and losses from foreign exchange and the effect of exchange rate changes on intercompany transactions long-term in nature are generally included in other comprehensive income. Gains and losses from foreign exchange rate

F-13

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

NOTES TO FINANCIAL STATEMENTS

changes related to intercompany receivables and payables that are not of a long-term investment nature are reported currently in costs and expenses and amounted to a net loss of $14 million in 2013, a net gain of $5 million in 2012 and a net loss of $12 million in 2011.

Income Taxes.    We provide for income taxes in accordance with principles contained in ASC Topic 740, Income Taxes. Under these principles, we recognize the amount of income tax payable or refundable for the current year and deferred tax assets and liabilities for the future tax consequences of events that have been recognized in our financial statements or tax returns.

Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period when the new rate is enacted. Deferred tax assets are evaluated for future realization and reduced by a valuation allowance if it is more likely than not that a portion will not be realized. In assessing whether it is more likely than not that deferred tax assets will be realized, we consider all available evidence, both positive and negative, including our recent cumulative earnings experience and expectations of future available taxable income of the appropriate character by taxing jurisdiction, tax attribute carryback and carryforward periods available to us for tax reporting purposes, and prudent and feasible tax planning strategies.

We measure and recognize the amount of tax benefit that should be recorded for financial statement purposes for uncertain tax positions taken or expected to be taken in a tax return. With respect to uncertain tax positions, we evaluate the recognized tax benefits for derecognition, classification, interest and penalties, interim period accounting and disclosure requirements. Judgment is required in assessing the future tax consequences of events that have been recognized in our financial statements or tax returns.

Stock-Based Compensation.    We calculate the fair value of share-based awards on the date of grant. Restricted stock awards are valued based on the share price, performance awards are valued based on a Monte Carlo simulation and, when granted in previous years, options were valued using a lattice valuation model. The Monte Carlo simulation estimates the fair value of our performance awards primarily based on the terms associated with the grant and public information that is readily available. The underlying principles in the Monte Carlo simulation are that publicly traded stocks are fairly priced and the future returns of a stock may be estimated primarily by the stock’s assumed volatility. The lattice valuation option pricing model required that we estimate key assumptions such as expected life, volatility, risk-free interest rates and dividend yield to determine the fair value of share-based awards, based on both historical information and management decision regarding market factors and trends. We amortize the share-based compensation expense over the period that the awards are expected to vest, net of estimated forfeitures. If the actual forfeitures differ from management estimates, additional adjustments to compensation expense are recorded (see Note 21).

Revenue Recognition.    Our revenues are primarily derived from the following sources: (1) hotel and resort revenues at our owned, leased and consolidated joint venture properties; (2) management fees and franchise fees; (3) vacation ownership and residential sales; (4) other revenues from managed and franchised properties. Generally, revenues are recognized when services are rendered. Taxes collected from customers and submitted to taxing authorities are not recorded in revenue. The following is a description of the composition of our revenues:

• Owned, Leased and Consolidated Joint Ventures — Represents revenue primarily derived from hotel operations, including the rental of rooms and food and beverage sales, from our owned, leased and consolidated joint venture hotels and resorts. Revenue is recognized when rooms are occupied and services have been rendered. These revenues are impacted by global economic conditions affecting the travel and hospitality industry as well as relative market share of the local competitive set of hotels. Revenue per available room (“REVPAR”), is a leading indicator of revenue trends at owned, leased and consolidated joint venture hotels as it measures the period-over-period growth in rooms revenue for comparable properties.

F-14

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

NOTES TO FINANCIAL STATEMENTS

• Management Fees and Franchise Fees — Represents fees earned on hotels and resorts managed worldwide, usually under long-term contracts, franchise fees received in connection with the franchise of our Luxury Collection, Westin, Le Méridien, Sheraton, Four Points by Sheraton, Aloft and Element brand names, termination fees and the amortization of deferred gains related to sold properties for which we have significant continuing involvement. Management fees are comprised of a base fee, which is generally based on a percentage of gross revenues, and an incentive fee, which is generally based on the property’s profitability. For any time during the year, when the provisions of our management contracts allow receipt of incentive fees upon termination, incentive fees are recognized for the fees due and earned as if the contract was terminated at that date, exclusive of any termination fees due or payable. Therefore, during periods prior to year-end, the incentive fees recorded may not be indicative of the eventual incentive fees that will be recognized at year-end as conditions and incentive hurdle calculations may not be final. Franchise fees are generally based on a percentage of hotel room revenues. As with our owned, leased and consolidated joint venture hotel revenues discussed above, these revenue sources are affected by conditions impacting the travel and hospitality industry as well as competition from other hotel management and franchise companies.

• Vacation Ownership and Residential Sales — We recognize revenue from VOI sales and financings and the sales of residential units which are typically a component of mixed use projects that include a hotel. Such revenues are impacted by the state of the global economy and, in particular, the U.S. economy, as well as interest rates and other economic conditions affecting the lending market. Revenue is generally recognized upon the buyer demonstrating a sufficient level of initial and continuing investment when the period of cancellation with refund has expired and receivables are deemed collectible. We determine the portion of revenues to recognize for sales accounted for under the percentage of completion method based on judgments and estimates including total project costs to complete. Additionally, we record reserves against these revenues based on expected default levels. Changes in costs could lead to adjustments to the percentage of completion status of a project, which may result in differences in the timing and amount of revenues recognized from the projects. We have also entered into licensing agreements with third-party developers to offer consumers branded condominiums or residences. Our fees from these agreements are generally based on the gross sales revenue of units sold. Residential fee revenue is recorded in the period that a purchase and sales agreement exists, delivery of services and obligations has occurred, the fee to the owner is deemed fixed and determinable and collectability of the fees is reasonably assured. Residential revenue on whole ownership units is generally recorded using the completed contract method, whereby revenue is recognized only when a sales contract is completed or substantially completed. During the performance period, costs and deposits are recorded on the balance sheet.

• Other Revenues from Managed and Franchised Properties — These revenues represent reimbursements of costs incurred by managed hotel properties and franchisees. These costs relate primarily to payroll costs at managed properties where we are the employer. Since the reimbursements are made based upon the costs incurred with no added margin, these revenues and corresponding expenses have no effect on our operating income or net income.

Insurance Retention.    Through our captive insurance company, we provide insurance coverage for workers’ compensation, employment practices liability, auto liability and physical damage, property and general liability claims arising at hotel properties owned or managed by us through policies written directly and through reinsurance arrangements. Estimated insurance claims payable represent expected settlement of outstanding claims and a provision for claims that have been incurred but not reported. These estimates are based on our assessment of potential liability using an analysis of available information including pending claims, historical experience and current cost trends. The amount of the ultimate liability may vary from these estimates. Estimated costs of these self-insurance programs are accrued, based on the analysis of third-party actuaries.

F-15

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

NOTES TO FINANCIAL STATEMENTS

Costs Incurred to Sell VOIs.    We capitalize direct costs attributable to the sale of VOIs until the sales are recognized. Selling costs capitalized under this methodology were approximately $5 million and $4 million as of December 31, 2013 and 2012, respectively, and all such capitalized costs are included in prepaid expenses and other assets in the accompanying consolidated balance sheets. Costs eligible for capitalization follow the guidelines of ASC Topic 978, Real Estate – Time Sharing Activities. If a contract is cancelled, we charge the unrecoverable direct selling costs to expense and record forfeited deposits as income.

VOI and Residential Inventory Costs.    Real estate and development costs are valued at the lower of cost or net realizable value. Development costs include both hard and soft construction costs and together with real estate costs are allocated to VOIs and residential units on the relative sales value method. Interest, property taxes and certain other carrying costs incurred during the construction process are capitalized as incurred. Such costs associated with completed VOI and residential units are expensed as incurred.

Advertising Costs.    We enter into multi-media advertising campaigns, including television, radio, internet, print advertisements and other promotional activities. Costs associated with these campaigns, including communication and production costs, are aggregated and expensed the first time that the advertising takes place. If it becomes apparent that the media campaign will not take place, then all costs are expensed at that time. During the years ended December 31, 2013, 2012 and 2011, we incurred approximately $154 million, $154 million and $149 million of advertising expense and other promotional activities, respectively, a significant portion of which was reimbursed by managed and franchised hotels.

Use of Estimates.    The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Reclassifications.    Certain reclassifications have been made to the prior years’ financial statements to conform to the current year presentation.

Impact of Recently Issued Accounting Standards.

Future Accounting Standards

In January 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-04, “Receivables – Troubled Debt Restructurings by Creditors (Subtopic 310-40) Reclassification or Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure.” This topic clarifies when an in substance repossession or foreclosure occurs and requires certain additional interim and annual disclosures related to such activity. The amendments in this ASU are effective for reporting periods beginning after December 15, 2014, and we expect to adopt this ASU on a prospective basis on January 1, 2015. We do not believe the adoption of this update will have a material impact on our financial statements.

In March 2013, the FASB issued ASU No. 2013-05, “Foreign Currency Matters (Topic 830) Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity.” This topic clarifies that when a reporting entity ceases to have a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity, the parent is required to apply the guidance in Subtopic 830-30 to release any related cumulative translation adjustment into net income. Accordingly, the cumulative translation adjustment should be released into net income only if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided. The amendments in this ASU are effective prospectively for reporting periods beginning after December 15, 2013, and we adopted this ASU on January 1, 2014. We do not believe the adoption of this update will have a material impact on our financial statements.

F-16

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

NOTES TO FINANCIAL STATEMENTS

In July 2013, the FASB issued ASU No. 2013-11, “Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists.” This topic provides guidance on whether an unrecognized tax benefit should be presented as a reduction to a deferred tax asset or as a separate liability. This topic is for annual and interim periods beginning after December 15, 2013, with early adoption allowed. We adopted this ASU on January 1, 2014, and we do not believe the adoption of this update will have a material impact on our financial statements.

Adopted Accounting Standards

In February 2013, the FASB issued ASU No. 2013-02, “Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income.” This topic requires us to provide information about the amounts reclassified out of accumulated other comprehensive income by component and the line items of net income to which significant amounts are reclassified. This topic is for annual and interim periods beginning after December 15, 2012, with early adoption allowed. We adopted this ASU on January 1, 2013, and the additional disclosures are included in Note 23.

Note 3.    Earnings per Share

The following is a reconciliation of basic earnings per share to diluted earnings per share for income from continuing operations attributable to Starwood’s common stockholders (in millions, except per share data):

	Year Ended December 31,
	2013						2012						2011
	Earnings		Shares		Per Share		Earnings		Shares		Per Share		Earnings		Shares		Per Share
Basic earnings from continuing operations attributable to Starwood’s common stockholders	$	565		191	$	2.96	$	470		193	$	2.44	$	502		189	$	2.65
Effect of dilutive securities:
Employee options and restricted stock awards		—		2				—		4				—		6
Diluted earnings from continuing operations attributable to Starwood’s common stockholders	$	565		193	$	2.92	$	470		197	$	2.39	$	502		195	$	2.57

Approximately 0.3 million shares, 1.3 million shares and 1.2 million shares were excluded from the computation of diluted shares in 2013, 2012 and 2011, respectively, as their impact would have been anti-dilutive.

Note 4.    Asset Dispositions and Impairments

During the year ended December 31, 2013, we sold six wholly-owned hotels for net cash proceeds of approximately $248 million. Four hotels were sold subject to franchise agreements with initial terms of 20 years and we recorded a net pre-tax gain of $6 million related to the sales of these hotels. One hotel was sold subject to a management agreement with an initial term of 20 years, and this sale resulted in a pre-tax gain of approximately $3 million, which we deferred and are recognizing into management fees, franchise fees and other income over the initial term of the management agreement. One hotel was sold subject to a long-term management agreement and this sale resulted in a pre-tax loss of $7 million, which we recorded in the gain (loss) on asset dispositions and impairments, net, line item.

Additionally, during the year ended December 31, 2013, we recorded a pre-tax loss of $11 million related to asset disposals in connection with various hotel renovations, which was partially offset by insurance proceeds of $5 million and a pre-tax gain of $4 million on the sale of a non-core asset for net cash proceeds of $12 million.

F-17

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

NOTES TO FINANCIAL STATEMENTS

During the year ended December 31, 2012, we sold one wholly-owned hotel for net cash proceeds of approximately $11 million and recognized a pre-tax loss of $7 million in the gain (loss) on asset dispositions and impairments, net, line item. The hotel was sold subject to a long-term franchise agreement. Also during the year ended December 31, 2012, we sold two wholly-owned hotels, subject to long-term management agreements, for net cash proceeds of approximately $244 million. We recorded deferred gains of approximately $100 million in connection with these sales. The deferred gains will be amortized into the management fees, franchise fees and other income line over the initial terms of the management agreements, which are 20 years.

Additionally, during the year ended December 31, 2012, we recorded a pre-tax loss of $9 million related to the other-than-temporary impairment of our investment in an unconsolidated joint venture.

Finally, during the year ended December 31, 2012, we sold five wholly-owned hotels, unencumbered by management or franchise agreements, for net cash proceeds of approximately $265 million. In connection with the sales, we recognized a gain of approximately $78 million (net of tax), partially offset by an impairment charge of $5 million (net of tax) recorded in discontinued operations, net (see Note 17).

During the year ended December 31, 2011, we sold two wholly-owned hotels for cash proceeds of approximately $237 million. These hotels were sold subject to long-term management agreements and we recorded deferred gains of approximately $66 million relating to the sales. The deferred gains will be amortized into the management fees, franchise fees and other income line over the initial terms of the management agreements, which are 20 years. Also during the year ended December 31, 2011, we sold our interest in a consolidated joint venture for cash proceeds of approximately $44 million, with the buyer assuming $57 million of our debt. We recognized a pre-tax loss of $18 million in discontinued operations as a result of the sale (see Note 17).

Additionally, during the year ended December 31, 2011, we recorded an impairment charge of $31 million to write-off our noncontrolling interest in a joint venture that owns a hotel in Tokyo, Japan and a $9 million loss due to the impairment of fixed assets that were written down in connection with significant renovations and related asset retirements at two properties. These amounts were partially offset by a $50 million gain as a result of remeasuring the fair value of our previously held noncontrolling interest in two hotels in which we obtained a controlling interest.

During the years ended December 31, 2013, 2012 and 2011, we reviewed the recoverability of the carrying values of our owned hotels and determined that certain hotels or hotel assets were impaired. The fair values of the hotels were estimated primarily from the income approach and the use of discounted cash flows models. Impairment charges totaling $19 million, $2 million and $7 million, relating to two, two and six hotels, were recorded to gain (loss) on asset dispositions and impairments, net in the years ended December 31, 2013, 2012 and 2011, respectively, and to the following segment asset groups (in millions):

	Year Ended December 31,
	2013		2012		2011
Americas	$	17	$	—	$	5
EAME		2		2		2
Total	$	19	$	2	$	7

Note 5.    Assets Held for Sale

During the year ended December 31, 2012, we entered into a purchase and sale agreement for the sale of two wholly-owned hotels. We received a non-refundable deposit during the fourth quarter of 2012, and the hotels, along with estimated goodwill to be allocated to these assets, were reclassified as assets held for sale as of December 31, 2012. In connection with the anticipated sale, for the year ended December 31, 2012, we recognized an impairment charge of $4 million recorded to the gain (loss) on asset dispositions and impairments,

F-18

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

NOTES TO FINANCIAL STATEMENTS

net line item to reflect the fair market value of the properties based on the purchase price less costs to sell. The sale of these hotels, which were sold subject to franchise agreements, closed in January 2013 (see Note 4), and during the year ended December 31, 2013, we recognized an additional loss of $1 million related to the sale of these hotels.

Note 6.    Plant, Property and Equipment

Plant, property and equipment consisted of the following (in millions):

	December 31,
	2013			2012
Land and improvements	$	506		$	554
Buildings and improvements		2,895			2,985
Furniture, fixtures and equipment		1,865			1,876
Construction work in process		152			169
		5,418			5,584
Less accumulated depreciation and amortization		(2,384	)		(2,422	)
	$	3,034		$	3,162

During the year ended December 31, 2013, we acquired a hotel for cash consideration of $12 million.

The above balances include unamortized capitalized software costs of $178 million and $154 million at December 31, 2013 and 2012, respectively. Amortization of capitalized software costs was $35 million, $33 million and $32 million for the years ended December 31, 2013, 2012 and 2011, respectively.

Note 7.    Goodwill and Intangible Assets

The changes in the carrying amount of goodwill for the years ended December 31, 2013 and 2012 was as follows (in millions):

	Americas Segment			EAME Segment			Asia Pacific Segment			Vacation Ownership and Residential Segment		Total
Balance at January 1, 2012	$	786		$	256		$	283		$	151	$	1,476
Acquisitions		—			6			—			—		6
Currency translation adjustment		—			3			—			—		3
Asset dispositions		(58	)		—			—			—		(58	)
Other		—			—			—			—		—
Balance at December 31, 2012	$	728		$	265		$	283		$	151	$	1,427
Balance at January 1, 2013	$	728		$	265		$	283		$	151	$	1,427
Acquisitions		—			—			—			—		—
Currency translation adjustment		(1	)		5			(1	)		—		3
Asset dispositions		(22	)		—			—			—		(22	)
Other		—			(1	)		—			—		(1	)
Balance at December 31, 2013	$	705		$	269		$	282		$	151	$	1,407

F-19

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

NOTES TO FINANCIAL STATEMENTS

At October 31, 2013, the date of our annual impairment valuation, we evaluated the goodwill of the hotel reporting units and determined that, for each of the hotel reporting units, the fair value significantly exceeded the book value. We used a market approach to determine the fair value of the reporting units. We utilized earnings multiples from various independent, third party investment firms and applied those earnings multiples to the respective earnings streams (owned hotels, management and franchise fees and other) generated by each of our hotel reporting units to determine the fair value for each of the hotel segments.

At October 31, 2013, we determined qualitatively that, for the vacation ownership and residential reporting unit, it was not more likely than not that goodwill was impaired, and thus, the two-step goodwill impairment test was not required. In making this determination, we considered the significant excess of fair value over book value calculated in step one of the 2012 impairment test, trends in the discount rate, favorable trends in our current year operations, favorable 2013 industry performance versus prior year, analyst multiples and other positive qualitative information, all of which indicated that it is more likely than not that the fair value of the reporting unit is greater than its book value. Based on this evaluation of internal and external qualitative factors, we concluded that the two-step goodwill impairment test was not required for the vacation ownership reporting unit.

In 2012, we evaluated the goodwill of the vacation ownership and residential reporting unit and determined that its fair value significantly exceeded its book value. As well, we evaluated the goodwill for the hotel reporting units using the same earnings multiples approach described previously and determined that, for each of the hotel reporting units, the fair value significantly exceeded the book value. In 2012, we concluded no impairment existed for any of our reporting units.

Intangible assets consisted of the following (in millions):

	December 31,
	2013			2012
Trademarks and trade names	$	316		$	314
Management and franchise agreements		493			456
Other		16			15
		825			785
Accumulated amortization		(200	)		(187	)
	$	625		$	598

The intangible assets related to management and franchise agreements have finite lives, and accordingly, we recorded amortization expense of $28 million, $24 million, and $29 million, respectively, during the years ended December 31, 2013, 2012 and 2011. The other intangible assets noted above have indefinite lives.

Amortization expense relating to intangible assets with finite lives for each of the years ended December 31, is expected to be as follows (in millions):

2014	$	28
2015		27
2016		25
2017		24
2018		23

F-20

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

NOTES TO FINANCIAL STATEMENTS

Note 8.    Other Assets

Other assets included the following (in millions):

	December 31,
	2013		2012
VOI notes receivable, net of allowance of $52 and $39	$	217	$	92
Prepaid expenses		183		158
Deposits and other		143		135
Total	$	543	$	385

The increase in VOI notes receivable was primarily due to financed VOI sales throughout the year ended December 31, 2013, as we did not complete a securitization in 2013. See Note 10 for discussion relating to VOI notes receivable.

Note 9.    Transfers of Financial Assets

We have variable interests in the entities associated with our four outstanding securitization transactions. As these securitizations consist of similar, homogenous loans, they have been aggregated for disclosure purposes. We applied the variable interest model and determined we are the primary beneficiary of these variable interest entities (“VIEs”). In making this determination, we evaluated the activities that significantly impact the economics of the VIEs, including the management of the securitized notes receivable and any related non-performing loans. We are the servicer of the securitized mortgage receivables. We also have the option, subject to certain limitations, to repurchase or replace VOI notes receivable, that are in default, at their outstanding principal amounts. Such activity totaled $21 million and $28 million during 2013 and 2012, respectively. We have been able to resell the VOIs underlying the VOI notes repurchased or replaced under these provisions without incurring significant losses. We hold the risk of potential loss (or gain), as the last to be paid out by proceeds of the VIEs under the terms of the agreements. As such, we hold both the power to direct the activities of the VIEs and obligation to absorb the losses (or benefits) from the VIEs.

The securitization agreements are without recourse to us, except for breaches of representations and warranties. We have the right to fund defaults at our option, subject to certain limitations, and we intend to do so until the debt is extinguished to maintain the credit rating of the underlying notes.

Upon transfer of VOI notes receivable to the VIEs, the receivables and certain cash flows derived from them become restricted for use in meeting obligations to the VIE creditors. The VIEs utilize trusts which have ownership of cash balances that also have restrictions, the amounts of which are reported in restricted cash. Our interest in trust assets are subordinate to the interests of third-party investors and, as such, may not be realized by us if needed to absorb deficiencies in cash flows that are allocated to the investors in the trusts’ debt (see Note 15). We are contractually obligated to receive the excess cash flows (spread between the collections on the notes and third party obligations defined in the securitization agreements) from the VIEs. Such activity totaled $51 million, $49 million, and $44 million during 2013, 2012, and 2011, respectively, and is classified in cash and cash equivalents.

During the year ended December 31, 2013, we terminated securitizations we originally completed in 2005 (the “2005 Securitization”) and 2006 (the “2006 Securitization”), including paydown of all principal and interest due. The termination of the 2005 Securitization was pre-funded by a securitization we completed in 2012 (the “2012 Securitization”) and resulted in the transfer of $19 million of vacation ownership notes receivable to the 2012 Securitization. The termination of the 2006 Securitization required a cash payment of $12 million and resulted in the release of $12 million of previously securitized vacation ownership notes receivable to unsecuritized notes receivable.

F-21

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

NOTES TO FINANCIAL STATEMENTS

During the year ended December 31, 2012, we completed the 2012 Securitization, which consisted of approximately $174 million of vacation ownership notes receivable. The securitization transaction did not qualify as a sale for accounting purposes and, accordingly, no gain or loss was recognized and the proceeds are presented as debt. Of the $174 million securitized in 2012, $155 million was previously unsecuritized and approximately $19 million related to the 2005 Securitization for which the termination was prefunded. The net cash proceeds from the securitization, after the amount pre-funded for the termination of the 2005 Securitization and associated deal costs, were approximately $140 million. The pre-funded amount of $18 million was included in restricted cash as of December 31, 2012.

See Note 10 for disclosures and amounts related to the securitized vacation ownership notes receivable consolidated on our balance sheets as of December 31, 2013 and 2012.

Note 10.    Vacation Ownership Notes Receivable

Notes receivable (net of reserves) related to our vacation ownership loans consist of the following (in millions):

	December 31,
	2013			2012
Vacation ownership loans – securitized	$	369		$	503
Vacation ownership loans – unsecuritized		247			111
		616			614
Less: current portion
Vacation ownership loans – securitized		(54	)		(65	)
Vacation ownership loans – unsecuritized		(30	)		(19	)
	$	532		$	530

We include the current and long-term maturities of unsecuritized VOI notes receivable in accounts receivable and other assets, respectively, in our consolidated balance sheets.

We record interest income associated with VOI notes in our vacation ownership and residential sale and services line item in our consolidated statements of income. Interest income related to our VOI notes receivable was as follows (in millions):

	Year Ended December 31,
	2013		2012		2011
Vacation ownership loans – securitized	$	63	$	69	$	64
Vacation ownership loans – unsecuritized		21		15		21
	$	84	$	84	$	85

F-22

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

NOTES TO FINANCIAL STATEMENTS

The following tables present future maturities of gross VOI notes receivable (in millions) and interest rates:

	Securitized			Unsecuritized			Total
2014	$	60		$	38		$	98
2015		60			25			85
2016		61			24			85
2017		57			27			84
Thereafter		174			193			367
Balance at December 31, 2013	$	412		$	307		$	719
Weighted average interest rates		12.97	%		12.84	%		12.91	%
Range of interest rates		5 to 17	%		5 to 17	%		5 to 17	%

For the vacation ownership and residential segment, we record an estimate of expected uncollectibility on our VOI notes receivable as a reduction of revenue at the time we recognize profit on a timeshare sale. We hold large amounts of homogeneous VOI notes receivable and therefore, assess uncollectibility based on pools of receivables. In estimating loss reserves, we use a technique referred to as static pool analysis, which tracks uncollectible notes for each year’s sales over the life of the respective notes and projects an estimated default rate that is used in the determination of our loan loss reserve requirements. As of December 31, 2013 and 2012, the average estimated default rate for our pools of receivables was 9.3% and 9.7%, respectively.

The activity and balances for our loan loss reserve were as follows (in millions):

	Securitized			Unsecuritized			Total
Balance at December 31, 2010	$	82		$	79		$	161
Provisions for loan losses		2			27			29
Write-offs		—			(54	)		(54	)
Other		(4	)		4			—
Balance at December 31, 2011		80			56			136
Provisions for loan losses		—			26			26
Write-offs		—			(41	)		(41	)
Other		(7	)		7			—
Balance at December 31, 2012		73			48			121
Provisions for loan losses		(10	)		21			11
Write-offs		—			(29	)		(29	)
Other		(20	)		20			—
Balance at December 31, 2013	$	43		$	60		$	103

We use the origination of the notes by brand (Sheraton, Westin, and Other) and the FICO scores of the buyers as the primary credit quality indicators to calculate the loan loss reserve for the vacation ownership notes, as we believe there is a relationship between the default behavior of borrowers and the brand associated with the vacation ownership property they have acquired, supplemented by the FICO scores of the buyers. In addition to

F-23

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

NOTES TO FINANCIAL STATEMENTS

quantitatively calculating the loan loss reserve based on our static pool analysis, we supplement the process by evaluating certain qualitative data, including the aging of the respective receivables and current default trends by brand and origination year.

During the year ended December 31, 2013, we recorded a net adjustment to the loan loss reserves of $11 million. This net adjustment was primarily driven by a $23 million increase in the reserves for new contract sales, partially offset by a $12 million favorable adjustment from improved performance in the portfolio, as well as an enhancement to our static pool methodology to include FICO as a credit quality indicator.

Balances of our VOI notes receivable by brand and by FICO score were as follows (in millions):

	As of December 31, 2013
	700+		600-699		<600		No Score		Total
Sheraton	$	156	$	130	$	19	$	59	$	364
Westin		199		91		7		37		334
Other		11		3		—		7		21
	$	366	$	224	$	26	$	103	$	719

	As of December 31, 2012
	700+		600-699		<600		No Score		Total
Sheraton	$	153	$	123	$	23	$	59	$	358
Westin		208		91		8		42		349
Other		16		4		—		8		28
	$	377	$	218	$	31	$	109	$	735

Given the significance of our pools of VOI notes receivable, a change in the projected default rate can have a significant impact to our loan loss reserve requirements, with a 0.1% change estimated to have an impact of approximately $4 million.

We consider a VOI note receivable delinquent when it is more than 30 days outstanding. Delinquent notes receivable amounted to $48 million and $49 million as of December 31, 2013 and 2012, respectively. All delinquent loans are placed on nonaccrual status, and we do not resume interest accrual until payment is made. We consider loans to be in default upon reaching 120 days outstanding, at which point, we generally commence the repossession process. Uncollectible VOI notes receivable are charged off when title to the unit is returned to us. We generally do not modify vacation ownership notes that become delinquent or upon default.

Past due balances of VOI notes receivable by credit quality indicators were as follows (in millions):

	Total Receivables		Current		Delinquent
					30-59 Days		60-89 Days		>90 Days		Total
As of December 31, 2013	$	719	$	671	$	9	$	5	$	34	$	48
As of December 31, 2012	$	735	$	686	$	7	$	5	$	37	$	49

Note 11.    Deferred Gains

We defer gains realized in connection with the sale of a property for which we continue to manage through a long-term management agreement and recognize the gains over the initial term of the related agreement. As of December 31, 2013 and 2012, we had total deferred gains of $954 million and $1,035 million, respectively, included in accrued expenses and other liabilities in our consolidated balance sheets. Amortization of deferred gains is included in management fees, franchise fees and other income in our consolidated statements of income and totaled approximately $91 million, $87 million and $87 million in 2013, 2012 and 2011, respectively.

F-24

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

NOTES TO FINANCIAL STATEMENTS

Note 12.    Restructuring and Other Special Charges (Credits), Net

Restructuring and other special charges (credits), net were $1 million, $(12) million and $68 million for the years ended December 31, 2013, 2012 and 2011, respectively. These net charges (credits) are not recorded in our reportable segment earnings.

During the year ended December 31, 2013, we decided to absorb certain technology related costs and expenses that we previously intended to collect from our managed and franchised properties. As a result, we recorded a $19 million charge, representing the costs and expenses incurred through the end of 2013 that are no longer intended to be recovered. The year ended December 31, 2013 also included approximately $5 million in severance costs related to a leased hotel we plan to exit in the near future. These charges were partially offset by a favorable adjustment to a legal reserve of approximately $22 million related to a 2013 judgment and settlement, legal fees and expenses in regards to a long standing litigation.

During the year ended December 31, 2012, we recorded a favorable adjustment of $11 million to reverse a portion of our litigation reserve related to the same litigation.

During the year ended December 31, 2011, we recorded a charge of $70 million related to the unfavorable decision in the same lawsuit (see Note 25), offset by a credit of $2 million to adjust previously recorded reserves to the amounts we expected to pay.

We had remaining restructuring accruals of $20 million and $78 million as of December 31, 2013 and 2012, respectively, primarily recorded in accrued expenses.

Note 13.     Income Taxes

Income tax data from our continuing operations is as follows (in millions):

	Year Ended December 31,
	2013			2012			2011
Pretax income
U.S.	$	462		$	356		$	165
Foreign		366			262			260
	$	828		$	618		$	425
Provision (benefit) for income tax
Current:
U.S. federal	$	77		$	26		$	(215	)
State and local		3			22			(21	)
Foreign		118			118			88
		198			166			(148	)
Deferred:
U.S. federal		69			(25	)		62
State and local		13			(2	)		(11	)
Foreign		(17	)		9			22
		65			(18	)		73
	$	263		$	148		$	(75	)

F-25

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

NOTES TO FINANCIAL STATEMENTS

No U.S. income taxes have been provided on filing basis undistributed foreign earnings of $3.3 billion as of December 31, 2013 since we have the ability and intent to permanently reinvest these amounts. If such earnings were repatriated, additional tax expense may result, although the calculation of such additional taxes is not practicable.

Deferred income taxes represent the tax effect of the differences between the book and tax bases of assets and liabilities plus carryforward items. The composition of net deferred tax balances were as follows (in millions):

	December 31,
	2013			2012
Current deferred tax assets	$	211		$	290
Long-term deferred tax assets		591			660
Current deferred tax liabilities (1)		(17	)		(27	)
Long-term deferred tax liabilities		(48	)		(85	)
Deferred income taxes	$	737		$	838

(1) Included in the accrued taxes and other line item in the consolidated balance sheets.

The tax effect of the temporary differences and carryforward items that give rise to deferred tax assets (liabilities) were as follows (in millions):

	December 31,
	2013			2012
Plant, property and equipment	$	(41	)	$	(43	)
Intangibles		(51	)		(70	)
Inventories		52			73
Deferred gains		338			366
Investments		225			208
Receivables (net of reserves)		(22	)		47
Accrued expenses and other reserves		140			182
Employee benefits		84			81
Net operating loss, capital loss and tax credit carryforwards		270			223
Other		41			22
		1,036			1,089
Less valuation allowance		(299	)		(251	)
Deferred income taxes	$	737		$	838

In assessing whether it is more likely than not that deferred tax assets will be realized, we consider all available evidence, both positive and negative, including our recent cumulative earnings experience and expectations of future available taxable income of the appropriate character by taxing jurisdiction, tax attribute carryback and carryforward periods available to us for tax reporting purposes, and prudent and feasible tax planning strategies. Considering the factors, a possibility exists that we may release a portion of the valuation allowance against some deferred tax assets in the next twelve months in the event of sustainable earnings or the identification of a prudent and feasible tax planning strategy.

F-26

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

NOTES TO FINANCIAL STATEMENTS

At December 31, 2013, we had gross federal net operating loss carryforwards of $8 million which have varying expiration dates extending through 2032, the earliest of which will begin to expire in 2026. It is more likely than not that substantially all of these attributes will be realized prior to expiration.

At December 31, 2013, we had gross state net operating loss carryforwards of approximately $1.4 billion, which have varying expiration dates extending through 2033, the earliest of which will begin to expire in 2014. We also had state tax credit carryforwards of $21 million of which $5 million are indefinite and $16 million will fully expire by 2026. We have established a valuation allowance against a portion of these attributes as it is more likely than not that they will not be fully realized due to a lack of sustainable earnings in separate state filings.

At December 31, 2013, we had foreign net operating losses, capital losses and other attributes, which are indefinite or have varying expiration dates extending through 2032, of approximately $441 million, $19 million and $18 million, respectively. We also had tax credit carryforwards of approximately $1 million in foreign jurisdictions. We have established a valuation allowance against the majority of these attributes as it is more likely than not that these attributes will be not realized prior to expiration.

On September 13, 2013, Treasury and the Internal Revenue Service (the “IRS”) issued final regulations regarding the deduction and capitalization of expenditures related to tangible property, which could affect deferred income taxes. The final regulations under Internal Revenue Code Sections 162, 167, and 263(a) apply to amounts paid to acquire, produce, or improve tangible property as well as dispositions of such property and are generally effective for tax years beginning on or after January 1, 2014. We have evaluated these regulations and do not anticipate they will have a material impact on our consolidated results of operations.

A reconciliation of our tax provision at the U.S. statutory rate to the provision for income tax as reported is as follows (in millions):

	Year Ended December 31,
	2013			2012			2011
Tax provision at U.S. statutory rate	$	290		$	216		$	149
U.S. state and local income taxes		19			6			(19	)
Net U.S. tax on repatriation of foreign earnings		5			3			25
Foreign tax rate differential		(81	)		(77	)		(98	)
Foreign withholding tax		26			34			22
Tax/(benefit) on capital gains		—			(1	)		334
Change in tax law		(31	)		—			—
Change in asset basis		(2	)		(13	)		(130	)
Change in uncertain tax positions		20			15			22
Tax settlements		—			(1	)		(25	)
Tax/(benefits) on asset dispositions		(7	)		(41	)		(51	)
Change in valuation allowances		48			21			(304	)
Other		(24	)		(14	)		—
Provision for income tax (benefit)	$	263		$	148		$	(75	)

F-27

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

NOTES TO FINANCIAL STATEMENTS

The foreign tax rate differential benefit primarily relates to our operations in Luxembourg and Singapore.

During the year ended December 31, 2013, we recorded a $31 million tax benefit for changes in tax law primarily related to Mexico. On December 11, 2013, Mexican federal income tax law changes were enacted eliminating the statutory income tax rate reduction scheduled to start in 2014, and leaving the current 30% statutory income tax rate in effect for future years. Additionally, the Entrepreneurial Tax of Unique Rate (IETU or Flat Tax) has been repealed as of January 1, 2014. We have revalued our deferred income tax assets and liabilities using the rates expected to be in effect when the underlying temporary differences are expected to reverse.

During the year ended December 31, 2013, we established a net valuation allowance of $48 million through continuing operations primarily related to foreign jurisdictions, which includes $22 million resulting from the law change in Mexico.

On December 31, 2013, certain US income tax provisions expired including IRC section 954(c)(6) dealing with the application of Subpart F to certain inter-company payments among controlled foreign corporations. The expiration of section 954(c)(6) and the other expired provisions could have a material impact on our consolidated results of operations subsequent to 2014.

During the year ended December 31, 2013, we recorded a tax benefit of $70 million in discontinued operations, net as a result of the reversal of state income tax and interest reserves associated with an uncertain tax position, which was related to a previous disposition (see Note 17). The applicable statute of limitation for this tax position lapsed during 2013.

In 2011, we completed transactions that involved certain domestic and foreign subsidiaries. These transactions generated capital gains, increased the tax basis in subsidiaries including U.S. partnerships and resulted in the inclusion of foreign earnings for U.S. tax purposes. The capital gains were largely reduced by the utilization of capital losses. Due to the uncertainty regarding our ability to generate capital gain income, the deferred tax asset associated with these capital losses was offset by a full valuation allowance prior to these transactions.

During 2011, the IRS closed its audit with respect to tax years 2004 through 2006 resulting in a $25 million tax benefit primarily related to the reversal of tax and interest reserves.

As of December 31, 2013, we had approximately $261 million of total unrecognized tax benefits, of which $124 million would affect our effective tax rate if recognized. A reconciliation of the beginning and ending balance of unrecognized tax benefits is as follows (in millions):

	Year Ended December 31,
	2013			2012			2011
Beginning of year	$	258		$	221		$	585
Additions based on tax positions related to the current year		21			14			20
Additions for tax positions of prior years		40			29			33
Settlements with tax authorities		—			(4	)		(407	)
Reductions for tax positions in prior years		(19	)		(1	)		(6	)
Reductions due to the lapse of applicable statutes of limitations		(39	)		(1	)		(4	)
End of year	$	261		$	258		$	221

F-28

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

NOTES TO FINANCIAL STATEMENTS

Unrecognized tax benefits are subject to change over the next twelve months primarily as a result of the expiration of certain statutes of limitations and as audits are settled. During the first quarter of fiscal year 2014, we settled a foreign tax audit. We will remeasure our unrecognized tax benefits and recognize the tax impact of this settlement in the first quarter of 2014. We expect the settlement to result in a tax benefit of approximately $52 million. In addition to this settlement, we also believe it is reasonably possible that approximately $13 million of our unrecognized tax benefits as of December 31, 2013 will reverse within the next twelve months, the majority of which will impact the effective tax rate.

We recognize interest and penalties related to unrecognized tax benefits through income tax expense. We had $16 million and $80 million accrued for the payment of interest as of December 31, 2013 and December 31, 2012, respectively. We had $1 million accrued for the payment of penalties as of December 31, 2013, while at December 31, 2012, we had no accruals for the payment of penalties. We are subject to taxation in the U.S. federal jurisdiction, as well as various state and foreign jurisdictions. As of December 31, 2013, we are no longer subject to examination by U.S. federal taxing authorities for years prior to 2007 and to examination by any U.S. state taxing authority prior to 2002. All subsequent periods remain eligible for examination. In the significant foreign jurisdictions in which we operate, we are no longer subject to examination by the relevant taxing authorities for any years prior to 2001.

We are currently under audit by the IRS for years 2007 through 2009. During the period ending December 31, 2013, we received Notices of Proposed Adjustment from the IRS for such years; however, we disagree with the IRS on certain of these adjustments and intend to vigorously contest them, including pursuing all available remedies such as the IRS Appeals process and litigation, if necessary. These unagreed adjustments, if upheld, would result in significant tax and interest payments. More than half of this amount would not affect the effective tax rate due to the timing nature of certain issues. We believe we will prevail in the eventual resolution of these matters and have not adjusted our results of operations as a result of these unagreed proposed adjustments.

Note 14.     Debt

Long-term debt and short-term borrowings consisted of the following (in millions):

	December 31,
	2013			2012
Senior Credit Facility:
Revolving Credit Facility, maturing 2018	$	—		$	—
Senior Notes, interest at 7.375%, maturing 2015		294			294
Senior Notes, interest at 6.75%, maturing 2018		372			371
Senior Notes, interest at 7.15%, maturing 2019		207			206
Senior Notes, interest at 3.125%, maturing 2023		349			349
Mortgages and other, interest rates ranging from 1.00% to 9.00%, various maturities		45			55
		1,267			1,275
Less current maturities		(2	)		(2	)
Long-term debt	$	1,265		$	1,273

F-29

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

NOTES TO FINANCIAL STATEMENTS

Aggregate debt maturities for each of the years ending December 31 are as follows (in millions):

2014	$	2
2015		296
2016		34
2017		3
2018		372
Thereafter		560
	$	1,267

We maintain lines of credit under which bank loans and other short-term debt can be drawn on. In addition, smaller credit lines are maintained by our foreign subsidiaries. In 2012, we closed on a $1.75 billion senior credit facility (the “Facility”), which matures in February 2018. The Facility is a multi-currency revolving loan commitment and is expected to be used for general corporate purposes. We had approximately $1.75 billion of available borrowing capacity under our domestic and foreign lines of credit as of December 31, 2013. The short-term borrowings under these lines of credit at December 31, 2013 and 2012 were de minimis.

In 2011, we received an incentive in the form of a $10 million loan (the “Loan”) from the State of Connecticut, in connection with the relocation of our corporate headquarters to Stamford, Connecticut, which we classified in mortgages and other. The Loan had an opportunity for $7 million principal forgiveness if a certain employment threshold was met before December 31, 2014. During the year ended December 31, 2013, we received notification from the State of Connecticut that we had met the employment threshold and that $7 million of the Loan was forgiven.

During the year ended December 31, 2012, we completed a tender offer to purchase four different series of senior notes. The offer to purchase resulted in principal tenders of $321 million of our 7.875% Senior Notes due 2014, $156 million of our 7.375% Senior Notes due 2015, $29 million of our 6.75% Senior Notes due 2018 and $40 million of our 7.15% Senior Notes due 2019. Subsequent to the tender offer, we exercised our option to redeem the remaining $179 million 7.875% Senior Notes due 2014. We paid $833 million in connection with these redemptions and recorded a charge of approximately $113 million in the loss on early extinguishment of debt, net, line item in our statements of income.

During the year ended December 31, 2012, we also exercised our option to redeem all of our outstanding 6.25% Senior Notes due 2013, which had a principal amount of approximately $495 million. We paid approximately $513 million in connection with this redemption and recorded a net charge of approximately $15 million in the loss on early extinguishment of debt, net, line item in our statements of income.

Also during the year ended December 31, 2012, we prepaid $52 million of third party debt previously secured by one owned hotel.

On December 5, 2012, we issued $350 million of 3.125% senior notes. Interest on the notes is payable semi-annually on February 15 and August 15 of each year, and the notes will mature on February 15, 2023.

We are subject to certain restrictive debt covenants under our short-term borrowing and long-term debt obligations including a financial maintenance covenant, limitations on incurring additional debt, restrictions on liens, limitations on ability to pay dividends, escrow account funding requirements for debt service, capital expenditures, tax payments and insurance premiums, among other restrictions. We were in compliance with all of the short-term and long-term debt covenants at December 31, 2013.

During the year ended December 31, 2013, we entered into four interest rate swaps with a total notional amount of $200 million, where we pay floating and receive fixed interest rates (see Note 22).

F-30

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

NOTES TO FINANCIAL STATEMENTS

Note 15.     Securitized Vacation Ownership Debt

Long-term and short-term securitized vacation ownership debt consisted of the following (in millions):

	December 31,
	2013			2012
2005 securitization, terminated 2013	$	—		$	22
2006 securitization, terminated 2013		—			18
2009 securitization, interest rates at 5.81%, maturing 2015		36			63
2010 securitization, interest rates ranging from 3.65% to 4.75%, maturing 2021		101			138
2011 securitization, interest rates ranging from 3.67% to 4.82%, maturing 2025		105			137
2012 securitization, interest rates ranging from 2.00% to 2.76%, maturing 2023		113			155
		355			533
Less current maturities		(97	)		(150	)
Long-term debt	$	258		$	383

During the year ended December 31, 2013, we terminated the 2005 Securitization and the 2006 Securitization, including paydown of all principal and interest due (see Note 9).

During the year ended December 31, 2012, we completed a securitization of approximately $174 million of vacation ownership notes receivable (see Note 9).

During the years ended December 31, 2013 and 2012, interest expense associated with securitized vacation ownership debt was $17 million and $22 million, respectively.

Note 16.     Other Liabilities

Other liabilities consisted of the following (in millions):

	December 31,
	2013		2012
Deferred gains on asset sales	$	870	$	944
SPG point liability (a)		780		733
Deferred revenue including VOI and residential sales		37		33
Benefit plan liabilities		46		78
Deferred rent		53		51
Insurance reserves		44		45
Other		74		72
	$	1,904	$	1,956

(a) Includes the actuarially determined liability and certain deferred revenues related to the SPG program.

We defer gains realized in connection with the sale of a property for which we continue to manage through a long-term management agreement and recognize the gains over the initial term of the related agreement (see Note 11).

The decrease in benefit plan liabilities is primarily the result of changes in the actuarial pension assumptions associated with our pension plans (see Note 18).

F-31

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

NOTES TO FINANCIAL STATEMENTS

Note 17.     Discontinued Operations

Summary financial information for discontinued operations is as follows (in millions):

	Year Ended December 31,
	2013			2012		2011
Income Statement Data
Loss from operations, net of tax	$	(1	)	$	—	$	—
Gain (loss) on dispositions, net of tax	$	71		$	92	$	(13	)

During the year ended December 31, 2013, we recorded a $71 million gain on dispositions, net of tax, primarily as a result of the reversal of a reserve associated with an uncertain tax position, which was related to a previous disposition. The applicable statute of limitation for this tax position lapsed during 2013 (see Note 13). Additionally, a gain of $1 million (net of tax) resulted from the favorable insurance recovery of certain liabilities associated with a previously disposed of subsidiary of ITT Corporation, which we acquired in 1998.

During the year ended December 31, 2012, the gain of $92 million (net of tax) was primarily related to the gain of $78 million (net of tax) on the sale of one wholly owned hotel, which was sold unencumbered by a management or franchise agreement. Additionally, a gain of $23 million (net of tax) resulted from the favorable settlement of certain liabilities associated with a previously disposed of subsidiary of ITT Corporation. These gains were partially offset by a loss of $5 million (net of tax) related to the loss on the sale of four wholly-owned hotels.

During the year ended December 31, 2011, we recorded a loss of $13 million, including an $18 million pretax loss from the sale of our interest in a consolidated joint venture, offset by a $10 million income tax benefit on the sale.

Additionally, for each of the years ended December 31, 2012 and 2011, we recorded losses of $5 million (net of tax) for accrued interest related to the uncertain tax position that lapsed during 2013.

Note 18.     Employee Benefit Plans

During the year ended December 31, 2013, we recorded net actuarial gains of $19 million (net of tax) related to various employee benefit plans primarily due to changes in the assumed discount rate. These gains were recorded in other comprehensive income. The amortization of the net actuarial loss, a component of other comprehensive income, for the year ended December 31, 2013 was $3 million (net of tax).

The actuarial loss included in accumulated other comprehensive (loss) income that is expected to be recognized in net periodic pension cost during the year ended December 31, 2014 is $2 million ($2 million, net of tax).

Defined Benefit and Postretirement Benefit Plans.    We sponsor or previously sponsored numerous funded and unfunded domestic and international pension plans. All defined benefit plans covering U.S. employees are frozen. Certain plans covering non-U.S. employees remain active.

We also sponsor the Starwood Hotels & Resorts Worldwide, Inc. Retiree Welfare Program. This plan provides health care and life insurance benefits for certain eligible retired employees, and we fund this program on a pay-as-you-go basis.

F-32

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

NOTES TO FINANCIAL STATEMENTS

The following table sets forth the benefit obligation, fair value of plan assets, the funded status and the accumulated benefit obligation of our defined benefit pension and postretirement benefit plans at December 31 (in millions):

	Domestic Pension  Benefits						Foreign Pension Benefits						Postretirement Benefits
	2013			2012			2013			2012			2013			2012
Change in Benefit Obligation
Benefit obligation at beginning of year	$	23		$	20		$	232		$	206		$	20		$	20
Service cost		—			—			—			—			—			—
Interest cost		1			1			8			10			1			1
Actuarial loss (gain)		(2	)		3			(19	)		19			(2	)		—
Effect of foreign exchange rates		—			—			2			4			—			—
Plan participant contributions		—			—			—			—			1			1
Benefits paid		(1	)		(1	)		(7	)		(7	)		(2	)		(2	)
Other		—			—			—			—			—			—
Benefit obligation at end of year	$	21		$	23		$	216		$	232		$	18		$	20
Change in Plan Assets
Fair value of plan assets at beginning of year	$	—		$	—		$	217		$	190		$	—		$	—
Actual return on plan assets, net of expenses		—			—			11			19			—			—
Employer contribution		1			1			12			11			1			1
Plan participant contributions		—			—			—			—			1			1
Effect of foreign exchange rates		—			—			2			4			—			—
Benefits paid		(1	)		(1	)		(7	)		(7	)		(2	)		(2	)
Fair value of plan assets at end of year	$	—		$	—		$	235		$	217		$	—		$	—
Overfunded (underfunded) funded status	$	(21	)	$	(23	)	$	19		$	(15	)	$	(18	)	$	(20	)
Accumulated benefit obligation	$	21		$	23		$	216		$	232			n/a			n/a
Plans with Accumulated Benefit Obligations in excess of Plan Assets
Projected benefit obligation	$	21		$	23		$	142		$	158			n/a			n/a
Accumulated benefit obligation	$	21		$	23		$	142		$	157			n/a			n/a
Fair value of plan assets	$	—		$	—		$	134		$	121			n/a			n/a

The net underfunded status of the plans at December 31, 2013 was $20 million, of which $42 million is recorded in other liabilities, $3 million is recorded in accrued expenses and $25 million is recorded in other assets in the accompanying balance sheet.

All domestic pension plans are frozen plans, whereby employees do not accrue additional benefits. Therefore, at December 31, 2013 and 2012, the projected benefit obligation is equal to the accumulated benefit obligation.

F-33

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

NOTES TO FINANCIAL STATEMENTS

The following table presents the components of net periodic benefit cost for the years ended December 31 (in millions):

	Domestic Pension  Benefits						Foreign Pension  Benefits									Postretirement Benefits
	2013		2012		2011		2013			2012			2011			2013		2012		2011
Service cost	$	—	$	—	$	—	$	—		$	—		$	—		$	—	$	—	$	—
Interest cost		1		1		1		8			10			10			1		1		1
Expected return on plan assets		—		—		—		(12	)		(12	)		(12	)		—		—		—
Amortization of net actuarial loss		—		—		—		3			2			1			—		—		—
Other		—		—		—		—			—			1			—		—		—
Net periodic benefit cost	$	1	$	1	$	1	$	(1	)	$	—		$	—		$	1	$	1	$	1

The weighted average assumptions used to determine benefit obligations at December 31 were as follows:

	Domestic Pension  Benefits						Foreign  Pension Benefits						Postretirement Benefits
	2013			2012			2013			2012			2013			2012
Discount rate		4.26	%		3.50	%		4.63	%		4.01	%		4.25	%		3.50	%
Rate of compensation increase		n/a			n/a			3.03	%		3.03	%		n/a			n/a

For measurement purposes at December 31, 2013, a 9% annual rate of increase in the per capita cost of covered health care benefits was assumed for 2014, gradually decreasing to 5% in 2020. A one-percentage point change in assumed health care cost trend rates would have approximately a $1 million effect on the postretirement obligation and a nominal impact on the total of service and interest cost components of net periodic benefit cost. The majority of participants in the Foreign Pension Plans are employees of managed hotels, for which we are reimbursed for costs related to their benefits. The impact of these reimbursements is not reflected above.

The weighted average assumptions used to determine net periodic benefit cost for the years ended December 31 were as follows:

	Domestic Pension Benefits									Foreign Pension Benefits									Postretirement Benefits
	2013			2012			2011			2013			2012			2011			2013			2012			2011
Discount rate		3.50	%		4.25	%		5.00	%		4.01	%		4.68	%		5.34	%		3.50	%		4.00	%		4.75	%
Rate of compensation increase		n/a			n/a			n/a			3.03	%		3.26	%		3.64	%		n/a			n/a			n/a
Expected return on plan assets		n/a			n/a			n/a			5.81	%		6.31	%		6.52	%		n/a			n/a			7.10	%

Our investment objectives are to minimize the volatility of the value of the assets and to ensure the assets are sufficient to pay plan benefits. The target asset allocation is 66% debt securities, 33% equity securities and 1% other.

A number of factors were considered in the determination of the expected return on plan assets. These factors included current and expected allocation of plan assets, the investment strategy, historical rates of return and our expectations, as well as investment expert expectations, for investment performance over approximately a ten year period.

F-34

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

NOTES TO FINANCIAL STATEMENTS

The following table presents our fair value hierarchy of the plan assets measured at fair value on a recurring basis as of December 31, 2013 (in millions):

	Level 1		Level 2		Level 3		Total
Assets:
Mutual Funds	$	59	$	—	$	—	$	59
Collective Trusts		—		7		—		7
Equity Index Funds		—		75		—		75
Money Markets		1		—		—		1
Bond Index Funds		—		93		—		93
Total	$	60	$	175	$	—	$	235

The following table presents our fair value hierarchy of the plan assets measured at fair value on a recurring basis as of December 31, 2012 (in millions):

	Level 1		Level 2		Level 3		Total
Assets:
Mutual Funds	$	61	$	—	$	—	$	61
Collective Trusts		—		6		—		6
Equity Index Funds		—		75		—		75
Money Markets		1		—		—		1
Bond Index Funds		—		74		—		74
Total	$	62	$	155	$	—	$	217

All assets are valued using quoted market prices in active markets.

The following table represents our expected pension and postretirement benefit plan payments for the next five years and the five years thereafter (in millions):

	Domestic Pension  Benefits		Foreign Pension Benefits		Postretirement Benefits
2014	$	2	$	9	$	1
2015		2		9		1
2016		2		10		1
2017		2		10		1
2018		2		10		1
2019-2023		7		60		6

We expect to contribute $15 million to the plans during 2014. A significant portion of the contributions relate to the Foreign Pension Plans, for which we are reimbursed by our managed hotels.

Defined Contribution Plans.    We sponsor various defined contribution plans, including the Starwood Hotels & Resorts Worldwide, Inc. Savings and Retirement Plan, which is a “401(k)” plan. The plan allows participation by employees on U.S. payroll who are at least age 21. Each participant may contribute on a pretax basis between 1% and 50% of his or her eligible compensation to the plan subject to certain maximum limits. Eligible employees are automatically enrolled after 90 days (unless they opt out). A company-paid matching contribution is provided to participants who have completed at least one year of service. The amount of expense

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STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

NOTES TO FINANCIAL STATEMENTS

for matching contributions totaled $16 million in 2013, $16 million in 2012, and $15 million in 2011. The plan includes our publicly traded common stock as an investment choice. The balances held in Starwood’s stock were $80 million and $69 million at December 31, 2013 and 2012, respectively.

Multi-Employer Pension Plans.    Certain employees are covered by union sponsored multi-employer pension plans pursuant to agreements between us and various unions. Our participation in these plans is outlined in the table below (in millions):

Pension Fund	EIN/ Pension Plan Number		Pension Protection Act Zone Status						Contributions
			2013			2012			2013		2012		2011
New York Hotel Trades Council and Hotel Association of New York City, Inc. Pension Fund		13-1764242/001		Yellow	(a)		Yellow	(b)	$	4	$	4	$	4
Other Funds		Various								4		5		5
Total Contributions									$	8	$	9	$	9

(a) As of January 1, 2013

(b) As of January 1, 2012

Eligible employees at our owned hotels in New York City participate in the New York Hotel Trades Council and Hotel Association of New York City, Inc. Pension Fund. Our contributions are based on a percentage of all union employee wages as dictated by the collective bargaining agreement that expires on June 30, 2019. Our contributions did not exceed 5% of the total contributions to the pension fund in 2013, 2012 or 2011. The pension fund has implemented a funding improvement plan and we have not paid a surcharge.

Multi-Employer Health Plans.    Certain employees are covered by union sponsored multi-employer health plans pursuant to agreements between us and various unions. The plan benefits can include medical, dental and life insurance for eligible participants and retirees. Our contributions to these plans, which were charged to expense during 2013, 2012 and 2011, were approximately $24 million, $24 million and $26 million, respectively.

Note 19.     Leases and Rentals

We lease certain equipment for the operations of our hotels under various lease agreements. The leases extend for varying periods through 2022 and generally are for a fixed amount each month. In addition, several of our hotels are subject to leases of land or building facilities from third parties, which extend for varying periods through 2097 and generally contain fixed and variable components. The variable components of leases of land or building facilities are primarily based on the operating profit or revenues of the related hotels.

Our minimum future rents at December 31, 2013 payable under non-cancelable operating leases with third parties were as follows (in millions):

2014	$	100
2015		98
2016		94
2017		81
2018		79
Thereafter		901

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NOTES TO FINANCIAL STATEMENTS

Rent expense under non-cancelable operating leases consisted of the following (in millions):

	Year Ended December 31,
	2013			2012			2011
Minimum rent	$	105		$	102		$	108
Contingent rent		11			9			9
Sublease rent		(4	)		(3	)		(4	)
	$	112		$	108		$	113

Note 20.     Stockholders’ Equity

Share Repurchases.    During the years ended December 31, 2013 and 2012, our Board of Directors authorized increases of $750 million and $250 million, respectively, to our share repurchase program. During the year ended December 31, 2013, we repurchased approximately 4,855,000 common shares at an average price of $64.98 for a total cost of approximately $316 million. During the year ended December 31, 2012, we repurchased 6,300,000 common shares at an average price of $50.83 for a total cost of approximately $320 million. As of December 31, 2013, $614 million remained available under the share repurchase authorization.

Dividends. In December 2013, we paid $256 million of dividends, or $1.35 per share, to stockholders of record as of December 13, 2013. In December 2012, we paid $242 million of dividends, or $1.25 per share, to stockholders of record as of December 14, 2012.

Note 21.     Stock-Based Compensation

In accordance with our 2004 Long-Term Incentive Compensation Plan (the “2004 LTIP”), during the five month period ended May 31, 2013, we granted restricted stock, restricted stock units and performance shares to executive officers, members of the Board of Directors and certain employees.

A target number of contingent performance shares were awarded to certain executives in February 2013 in lieu of stock options. Vesting of the performance shares is dependent upon a market condition and three years of continuous service beginning at date of grant, subject to a prorated adjustment for employees who are terminated under certain circumstances or who retire. The market condition is based on our total stockholder return relative to the total stockholder return of a specified group of peer companies at the end of a three-calendar-year performance period beginning January 1, 2013 and ending December 31, 2015. The number of performance shares earned is determined based on our percentile ranking among these companies. The performance shares are entitled to any dividends made during the performance period in the same proportion as the number of performance shares that vest. Dividends will be paid at the end of the service period.

We classified the performance shares as a share-based equity award, and as such, compensation expense related to these shares is based on the grant-date fair value, which will be recognized ratably over the requisite service period. We determined the fair value of the performance shares using a Monte Carlo simulation valuation model. The Monte Carlo simulation estimates the fair value of our performance awards primarily based on the terms associated with the grant and public information that is readily available. The underlying principles in the Monte Carlo simulation are that publicly traded stocks are fairly priced and the future returns of a stock may be estimated primarily by the stock’s assumed volatility. During the year ended December 31, 2013, we granted approximately 164,000 performance shares with a grant date fair value of $77.72 per share under the 2004 LTIP. In addition, we granted approximately 1,173,000 shares of restricted stock and restricted stock units that had a weighted average grant date fair value of $60.30 per share or unit under the 2004 LTIP.

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STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

NOTES TO FINANCIAL STATEMENTS

On May 31, 2013, our stockholders approved the 2013 Long-Term Incentive Compensation Plan (“2013 LTIP”), which superseded the 2004 LTIP. The 2013 LTIP authorizes the Compensation Committee of the Board of Directors to provide equity-based compensation in the form of stock options, stock appreciation rights, unrestricted stock, restricted stock, restricted stock units, performance shares, performance units and other stock-based awards for the purpose of providing our officers and other employees, and those of our subsidiaries, and non-employees who perform employee functions, incentives and rewards for performance. During the year ended December 31, 2013, we granted approximately 30,000 shares of restricted stock and restricted stock units that had a weighted average grant date fair value of $63.47 per share or unit under the 2013 LTIP.

Although no additional awards will be granted under the 2004 LTIP, the provisions under the previous plan will continue to govern awards that have been granted and remain outstanding under that plan. No awards may be granted under the 2013 LTIP after the tenth anniversary of the date on which the stockholders approved the 2013 LTIP. However, awards outstanding under the 2013 LTIP will continue to be governed by the 2013 LTIP until all awards granted prior to that date are no longer outstanding. The approval of the 2013 LTIP significantly decreased the number of shares that we may issue pursuant to equity-based awards from 56 million shares to 11 million shares of common stock. The aggregate number of new shares available to be granted under the 2013 LTIP at December 31, 2013 was approximately 11 million.

Compensation expense, net of reimbursements during 2013, 2012 and 2011 was approximately $54 million, $63 million and $75 million, respectively, resulting in tax benefits of $21 million, $24 million and $29 million, respectively. As of December 31, 2013, there was approximately $62 million of unrecognized compensation cost, net of estimated forfeitures, including the impact of reimbursement from third parties, which is expected to be recognized over a weighted-average period of 1.5 years on a straight-line basis.

As of December 31, 2013, 164,000 performance shares remained outstanding with a remaining life of 2.0 years.

In 2013, we did not grant any stock options. In 2012 and 2011, we utilized the Lattice model to calculate the fair value of option grants. The weighted average assumptions used to determine the fair value of option grants were as follows:

	Year Ended December 31,
	2012			2011
Dividend yield		1.25	%		0.75	%
Volatility:
Near term		37.0	%		36.0	%
Long term		46.0	%		44.0	%
Expected life		6 yrs.			6 yrs.
Yield curve:
6 month		0.14	%		0.18	%
1 year		0.18	%		0.25	%
3 year		0.41	%		1.18	%
5 year		0.84	%		2.13	%
10 year		1.94	%		3.42	%

The dividend yield was estimated based on the expected annualized dividend payment and the average expected price of our common shares during the same periods.

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STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

NOTES TO FINANCIAL STATEMENTS

The estimated volatility was based on a combination of historical share price volatility as well as implied volatility based on market analysis. The historical share price volatility was measured over an 8-year period, which is equal to the contractual term of the options.

The expected life represents the period that our stock-based awards are expected to be outstanding and was determined based on an actuarial calculation using historical experience, giving consideration to the contractual terms of the stock-based awards and vesting schedules.

The yield curve (risk-free interest rate) was based on the implied zero-coupon yield from the U.S. Treasury yield curve over the expected term of the option.

The following table summarizes our stock option activity during 2013:

	Options (In  Millions)			Weighted  Average Exercise Price Per Share
Outstanding at December 31, 2012		4.2		$	35.72
Granted		—			n/a
Exercised		(3.0	)		29.84
Forfeited, Canceled or Expired		(0.1	)		54.80
Outstanding at December 31, 2013		1.1		$	48.62
Exercisable at December 31, 2013		0.7		$	46.17

As of December 31, 2013 and 2012, we had non-vested options totaling 0.4 million and 1.7 million, respectively, with a weighted average grant date fair value of $18.71 and $10.85, respectively. During the year ended December 31, 2013, 1.2 million options vested with a weighted average grant date fair value of $7.54.

The weighted-average fair value per option for options granted during 2012 and 2011 was $18.62, and $21.84, respectively, and the service period is typically four years. The total intrinsic value of options exercised during 2013, 2012 and 2011 was approximately $104 million, $84 million and $62 million, respectively, resulting in tax benefits of approximately $32 million, $32 million and $23 million, respectively.

The aggregate intrinsic value of outstanding options as of December 31, 2013 was $34 million. The aggregate intrinsic value of exercisable options as of December 31, 2013 was $23 million. The weighted-average contractual life was 4.1 years for outstanding options and 3.2 years for exercisable options as of December 31, 2013.

We recognize compensation expense, equal to the fair market value of the stock on the date of grant for restricted stock and unit grants, over the service period. The weighted-average fair value per restricted stock or unit granted during 2013, 2012 and 2011 was $60.38, $54.96 and $60.77, respectively. The service period is typically three years except in the case of restricted stock and units issued in lieu of a portion of an annual cash bonus where the restriction period is typically in equal installments over a two year period, or in equal installments on the first, second and third fiscal year ends following grant date with distribution at the end of the third fiscal year.

The fair value of restricted stock and units for which the restrictions lapsed during 2013, 2012 and 2011 was approximately $103 million, $237 million and $154 million, respectively.

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STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

NOTES TO FINANCIAL STATEMENTS

The following table summarizes our restricted stock and units activity during 2013:

	Number of Restricted Stock and Units			Weighted Average Grant Date Value Per Share
	(In Millions)
Outstanding at December 31, 2012		3.7		$	50.49
Granted		1.2			60.38
Lapse of restrictions		(1.7	)		43.39
Forfeited or canceled		(0.2	)		58.26
Outstanding at December 31, 2013		3.0		$	57.83

2002 Employee Stock Purchase Plan

In April 2002, the Board of Directors adopted (and in May 2002 the stockholders approved) our 2002 Employee Stock Purchase Plan (the “ESPP”) to provide our employees with an opportunity to purchase shares through payroll deductions and we reserved approximately 12.0 million shares for issuance under the ESPP. The ESPP commenced in October 2002.

All full-time employees who have completed 30 days of continuous service and who are employed by us on U.S. payrolls are eligible to participate in the ESPP. Eligible employees may contribute up to 20% of their total cash compensation to the ESPP. Amounts withheld are applied at the end of every three-month accumulation period to purchase shares. The value of the shares (determined as of the beginning of the offering period) that may be purchased by any participant in a calendar year is limited to $25,000. The purchase price to employees is equal to 95% of the fair market value of shares at the end of each period. Participants may withdraw their contributions at any time before shares are purchased.

Approximately 0.1 million shares were issued under the ESPP during the year ended December 31, 2013 at purchase prices ranging from $57.31 to $70.76. Approximately 0.1 million shares were issued under the ESPP during the year ended December 31, 2012 at purchase prices ranging from $50.21 to $52.37.

Note 22.    Derivative Financial Instruments

We enter into forward contracts to manage foreign exchange risk based on market conditions. We enter into forward contracts to hedge forecasted transactions based in certain foreign currencies, including Euro, Canadian Dollar and Yen. These forward contracts have been designated and qualify as cash flow hedges, and their change in fair value is recorded as a component of other comprehensive income and reclassified into earnings in the same period or periods in which the forecasted transaction occurs. To qualify as a hedge, we need to formally document, designate and assess the effectiveness of the transactions that receive hedge accounting. The notional dollar amount of the outstanding Euro forward contracts at December 31, 2013 were $50 million, with average exchange rates of 1.4, with terms of primarily less than one year. We review the effectiveness of our hedging instruments on a quarterly basis and record any ineffectiveness into earnings. We discontinue hedge accounting for any hedge that is no longer evaluated to be highly effective. From time to time, we may choose to de-designate portions of hedges when changes in estimates of forecasted transactions occur. Each of these hedges was highly effective in offsetting fluctuations in foreign currencies.

We also enter into forward contracts to manage foreign exchange risk on intercompany loans that are not deemed permanently invested. These forward contracts are not designated as hedges, and their change in fair value is recorded in our consolidated statements of income during each reporting period. These forward contracts provide an economic hedge, as they largely offset foreign currency exposures on intercompany loans.

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STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

NOTES TO FINANCIAL STATEMENTS

We enter into interest rate swap agreements to manage interest expense. The swaps qualify as fair value swaps and modify our interest rate exposure by effectively converting debt with a fixed rate to a floating rate. Our objective is to manage the impact of interest rates on the results of operations, cash flows and the market value of our debt. At December 31, 2013, we had four interest rate swap agreements with an aggregate notional amount of $200 million under which we pay floating rates and receive fixed rates of interest (“Fair Value Swaps”). The Fair Value Swaps hedge the change in fair value of certain fixed rate debt related to fluctuations in interest rates and mature in 2018 and 2019. These interest rate swaps have been designated and qualify as fair value hedges and have met the requirements to assume zero ineffectiveness.

During the year ended December 31, 2012, in connection with the redemptions of our 6.25% Senior Notes due 2013 and our 7.875% Senior Notes due 2014, we terminated our 2013 and 2014 interest rate swap agreements with a total notional amount of $400 million, resulting in a gain of approximately $9 million recorded in the loss on early extinguishment of debt, net, line item in our consolidated statements of income.

The counterparties to our derivative financial instruments are major financial institutions. We evaluate the credit ratings of the financial institutions and believe that credit risk is at an acceptable level.

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STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

NOTES TO FINANCIAL STATEMENTS

The following tables summarize the fair values of our derivative instruments (in millions):

	December 31, 2013			December 31, 2012
	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Derivatives designated as hedging instruments
Asset Derivatives
Interest rate swaps	Other assets	$	1	Other assets	$	—
Liability Derivatives
Forward contracts	Accrued expenses	$	1	Accrued expenses	$	1
	December 31, 2013			December 31, 2012
	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Derivatives not designated as hedging instruments
Asset Derivatives
Forward contracts	Prepaid expenses and other	$	2	Prepaid expenses and other	$	2
Liability Derivatives
Forward contracts	Accrued expenses	$	1	Accrued expenses	$	—

The following table presents the effect of our derivatives on our Consolidated Statements of Income (in millions):

Derivatives Not Designated as Hedging Instruments	Location of Gain or (Loss) Recognized in Income on Derivative	Amount of Gain or (Loss) Recognized in Income on Derivative
		Year Ended December 31,
		2013		2012			2011
Foreign forward exchange contracts	Interest expense, net	$	14	$	(1	)	$	5
Total gain (loss) included in income		$	14	$	(1	)	$	5

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STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

NOTES TO FINANCIAL STATEMENTS

Note 23.    Comprehensive Income

On January 1, 2013, we adopted ASU No. 2013-02, “Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income.” This topic requires us to provide information about the amounts reclassified out of accumulated other comprehensive income by component and the line item of net income to which significant amounts are reclassified.

The following table presents the changes in accumulated other comprehensive income by component for the year ended December 31, 2013 (in millions):

	For the Year Ended December 31, 2013 (a)
	Cash Flow Hedges			Defined Benefit Pension and Postretirement Benefit Plans			Foreign Currency Translation Adjustments			Total
Balance at December 31, 2012	$	(1	)	$	(86	)	$	(251	)	$	(338	)
Other comprehensive income before reclassifications		—			21			(20	)		1
Amounts reclassified from accumulated other comprehensive income		1			3			—			4
Total before tax		1			24			(20	)		5
Tax (expense) benefit		—			(2	)		—			(2	)
Net current year other comprehensive income		1			22			(20	)		3
Balance at December 31, 2013	$	—		$	(64	)	$	(271	)	$	(335	)

(a) Amounts in parentheses indicate debits.

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STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

NOTES TO FINANCIAL STATEMENTS

The following table presents the components of our other comprehensive income (loss) and related tax effects for the years ended December 31, 2013, 2012 and 2011 (in millions):

	For the Year Ended December 31, (a)
	2013									2012								2011
	Before- Tax Amount			Tax (Expense) or Benefit			Net-of- Tax Amount			Before- Tax Amount			Tax (Expense) or Benefit		Net-of- Tax Amount			Before- Tax Amount			Tax (Expense) or Benefit		Net-of- Tax Amount
Cash flow hedges:
Gains (losses) arising during period	$	—		$	—		$	—		$	—		$	—	$	—		$	1		$	—	$	1
Amounts reclassified from accumulated other comprehensive income (b)		1			—			1			(4	)		—		(4	)		2			—		2
Net gains (losses) on cash flow hedges		1			—			1			(4	)		—		(4	)		3			—		3
Defined benefit pension and postretirement benefit plans:
Gains (losses) arising during the year		21			(2	)		19			(15	)		2		(13	)		(20	)		—		(20	)
Amounts reclassified from accumulated other comprehensive income (c)		3			—			3			2			—		2			1			—		1
Net gains (losses) on defined benefit pension and postretirement benefit plans		24			(2	)		22			(13	)		2		(11	)		(19	)		—		(19	)
Foreign currency translation adjustments:
Foreign currency translation adjustments		(20	)		—			(20	)		25			—		25			(48	)		—		(48	)
Other comprehensive income	$	5		$	(2	)	$	3		$	8		$	2	$	10		$	(64	)	$	—	$	(64	)

(a) Amounts in parentheses indicate debits.

(b) Pretax gains and losses on forward contract cash flow hedges are reclassified to management fees, franchise fees and other income.

(c) Pretax amortization of defined benefit pension and postretirement benefit plans is reclassified to selling, general, administrative and other.

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STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

NOTES TO FINANCIAL STATEMENTS

Note 24.    Fair Value of Financial Instruments

The following table presents our fair value hierarchy for our financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2013 (in millions):

	Level 1		Level 2		Level 3		Total
Assets:
Interest rate swaps	$	—	$	1	$	—	$	1
Forward contracts		—		2		—		2
	$	—	$	3	$	—	$	3
Liabilities:
Forward contracts	$	—	$	2	$	—	$	2

The interest rate swaps are valued using an income approach. Expected future cash flows are converted to a present value amount based on market expectations of the yield curve on floating interest rates, which is readily available on public markets.

The forward contracts are over the counter contracts that do not trade on a public exchange. The fair values of the contracts are classified as Level 2 since they are based on inputs such as foreign currency spot rates and forward points that are readily available on public markets. We consider both our credit risk, as well as our counterparties’ credit risk in determining fair value and we did not make an adjustment as it was deemed insignificant based on the short duration of the contracts and our rate of short-term debt.

We believe the carrying values of our financial instruments related to current assets and liabilities approximate fair value. The following table presents the carrying amounts and estimated fair values of our long-term financial instruments (in millions):

			December 31, 2013				December 31, 2012
	Hierarchy Level		Carrying Amount		Fair Value		Carrying Amount		Fair Value
Assets:
Restricted cash		1	$	3	$	3	$	6	$	6
VOI notes receivable		3		217		271		92		113
Securitized vacation ownership notes receivable		3		315		398		438		558
Other notes receivable		3		18		18		11		11
Total financial assets			$	553	$	690	$	547	$	688
Liabilities:
Long-term debt		1	$	1,265	$	1,367	$	1,273	$	1,447
Long-term securitized debt		3		258		270		383		402
Total financial liabilities			$	1,523	$	1,637	$	1,656	$	1,849
Off-Balance sheet:
Letters of credit		2	$	—	$	116	$	—	$	117
Surety bonds		2		—		81		—		80
Total off-balance sheet			$	—	$	197	$	—	$	197

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STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

NOTES TO FINANCIAL STATEMENTS

The carrying value of our restricted cash approximates its fair value. We estimate the fair value of our VOI notes receivable and securitized VOI notes receivable using assumptions related to current securitization market transactions. The amount is then compared to a discounted expected future cash flow model using a discount rate commensurate with the risk of the underlying notes, primarily determined by the credit worthiness of the borrowers based on their FICO scores. The results of these two methods are then evaluated to determine the estimated fair value. The fair value of other notes receivable is estimated based on terms of the instrument and current market conditions. These financial instrument assets are recorded in the other assets line item in our consolidated balance sheet.

We estimate the fair value of our publicly traded debt based on the bid prices in the public debt markets. The carrying amount of our floating rate debt is a reasonable basis of fair value due to the variable nature of the interest rates. Our non-public, securitized debt, and fixed rate debt fair value is determined based upon discounted cash flows for the debt rates deemed reasonable for the type of debt, prevailing market conditions and the length to maturity for the debt.

The fair values of our letters of credit and surety bonds are estimated to be the same as the contract values based on the nature of the fee arrangements with the issuing financial institutions.

Note 25.     Commitments and Contingencies

We had the following contractual obligations outstanding as of December 31, 2013 (in millions):

	Total		Due in Less Than 1  Year		Due in 1-3 Years		Due in 3-5 Years		Due After 5  Years
Unconditional purchase obligations (a)	$	122	$	60	$	45	$	14	$	3
Other long-term obligations		23		1		4		5		13
Total contractual obligations	$	145	$	61	$	49	$	19	$	16

(a) Included in these balances are commitments that may be reimbursed or satisfied by our managed and franchised properties.

We had the following commercial commitments outstanding as of December 31, 2013 (in millions):

			Amount of Commitment Expiration Per Period
	Total		Less Than 1 Year		1-3 Years		3-5 Years		After 5 Years
Standby letters of credit	$	116	$	94	$	—	$	—	$	22

Variable Interest Entities.    We have determined that we have a variable interest in 23 hotels, generally in the form of investments, loans, guarantees, or equity. We determine if we are the primary beneficiary of these hotels by primarily considering certain qualitative factors. Qualitative factors include evaluating if we have the power to control the VIE and have the obligation to absorb the losses and rights to receive the benefits of the VIE, that could potentially be significant to the VIE. We have determined that we are not the primary beneficiary of these VIEs and therefore, these entities are not consolidated in our financial statements. See Note 9 for the VIEs in which we are deemed the primary beneficiary and have consolidated the entities.

The 23 VIEs associated with our variable interests represent entities that own hotels for which we have entered into management or franchise agreements with the hotel owners. We are paid a fee primarily based on financial metrics of the hotel. The hotels are financed by the owners, generally in the form of working capital, equity, and debt.

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STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

NOTES TO FINANCIAL STATEMENTS

At December 31, 2013, we have approximately $116 million of investments and loan balance of $2 million associated with 22 of the 23 VIEs. The maximum loss under these agreements equals the carrying value because we are not obligated to fund future cash contributions. In addition, we have not contributed amounts to the VIEs in excess of our contractual obligations.

We also have an investment of approximately $1 million and a performance guarantee associated with the remaining VIE. The performance guarantee has a possible cash outlay of up to $62 million of which, if required, would be funded over several years and would be largely offset by management fees received under this contract.

At December 31, 2012, we evaluated the 23 hotels in which we had a variable interest. As of that date, we had approximately $109 million of investments associated with 21 of the 23 VIEs. Additionally, we had approximately $5 million of investments and certain performance guarantees associated with the remaining two VIEs.

Guaranteed Loans and Commitments.    In limited cases, we have made loans to owners of or partners in hotel or resort ventures for which we have a management or franchise agreement. Loans outstanding under this program totaled $3 million at December 31, 2013. We evaluate these loans for impairment, and at December 31, 2013, believe these loans are collectible. Unfunded loan commitments aggregating $18 million were outstanding at December 31, 2013, none of which is expected to be funded in the future. These loans typically are secured by pledges of project ownership interests and/or mortgages on the projects. We also have $110 million of equity and other potential contributions associated with managed or joint venture properties, $54 million of which is expected to be funded in 2014.

Surety bonds issued on our behalf at December 31, 2013 totaled $81 million, primarily related to an appeal of certain litigation, requirements by state or local governments relating to our vacation ownership operations and by our insurers to secure large deductible insurance programs.

To secure management contracts, we may provide performance guarantees to third-party owners. Most of these performance guarantees allow us to terminate the contract rather than fund shortfalls if certain performance levels are not met. In the year ended December 31, 2013, we elected to make a $3 million payment to retain a management contract associated with a hotel that failed a performance test.

In limited cases, we are obligated to fund shortfalls in performance levels through the issuance of loans. Many of the performance tests are multi-year tests, are tied to the results of a competitive set of hotels, and have exclusions for force majeure and acts of war and terrorism. We do not anticipate any significant funding under performance guarantees, nor do we anticipate losing a significant number of management or franchise contracts in 2014.

In connection with the purchase of the Le Méridien brand in November 2005, we were indemnified for certain of Le Méridien’s historical liabilities by the entity that bought Le Méridien’s owned and leased hotel portfolio. The indemnity is limited to the financial resources of that entity. However, at this time, we believe that it is unlikely that we will have to fund any of these liabilities.

In connection with the sale of 33 hotels in 2006, we agreed to indemnify the buyer for certain liabilities, including operations and tax liabilities. At this time, we believe that we will not have to make any material payments under such indemnities.

Litigation.    We are involved in various legal matters that have arisen in the normal course of business, some of which include claims for substantial sums. We review these matters and loss contingencies each reporting period to evaluate the degree of probability of an unfavorable outcome and our ability to make a reasonable estimate of any associated loss. Accruals have been recorded when the outcome is probable and can be reasonably estimated. As of December 31, 2013, certain contingencies have been evaluated as reasonably

F-47

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

NOTES TO FINANCIAL STATEMENTS

possible, but not probable, with a range of exposure of $0 to $41 million. While the ultimate results of claims and litigation cannot be determined, we do not expect that the resolution of all legal matters will have a material adverse effect on our consolidated results of operations, financial position or cash flow. However, depending on the amount and the timing, an unfavorable resolution of some or all of these matters could materially affect our future results of operations or cash flows in a particular period.

In August 2009, Sheraton Operating Corporation (“Sheraton”) filed a lawsuit as plaintiff in the Supreme Court of the State of New York (the “Court”) against Castillo Grand LLC (“Castillo”) asserting claims arising out of a dispute over a hotel development contract. Two earlier lawsuits arising out of the same hotel development contract filed by Castillo against Sheraton in federal court had been dismissed for lack of subject matter jurisdiction. Castillo filed counterclaims in the state court action alleging, among other things, that Sheraton’s breach of contract resulted in design changes and construction delays. The matter was tried before the Court and, on November 18, 2011, the Court issued its Post Trial Decision ruling in favor of Castillo on some claims and counterclaims and in favor of Sheraton on others. Overall, the Court’s decision is unfavorable to Sheraton. During the year ended December 31, 2011, as a result of this decision, we recorded a reserve for this matter resulting in a pretax charge of $70 million.

During the year ended December 31, 2012, the Court issued its decision on Castillo’s claim for attorney’s fees and expenses. Based on the Court’s favorable decision, we recorded an adjustment of $11 million to reverse a portion of our litigation reserve related to this matter. During the year ended December 31, 2013, we recorded a favorable adjustment to this legal reserve of approximately $22 million to cover judgment and settlement, legal fees and expenses.

Collective Bargaining Agreements.    At December 31, 2013, approximately 25% of our U.S.-based employees were covered by various collective bargaining agreements, generally providing for basic pay rates, working hours, other conditions of employment and orderly settlement of labor disputes. Generally, labor relations have been maintained in a normal and satisfactory manner, and we believe that our employee relations are satisfactory.

Environmental Matters.    We are subject to certain requirements and potential liabilities under various federal, state and local environmental laws, ordinances and regulations. Such laws often impose liability without regard to whether the current or previous owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances. Although we have incurred and expect to incur remediation and other environmental costs during the ordinary course of operations, we anticipate that such costs will not have a material adverse effect on our operations or financial condition.

Captive Insurance Company.    Estimated insurance claims payable at December 31, 2013 and 2012 were $69 million and $68 million, respectively. At December 31, 2013 and 2012, standby letters of credit amounting to $59 million had been issued to provide collateral for the estimated claims. We guarantee the letters of credit.

ITT Industries.    In 1995, the former ITT Corporation, renamed ITT Industries, Inc. (“ITT Industries”), distributed to its stockholders all of the outstanding shares of common stock of ITT Corporation, then a wholly owned subsidiary of ITT Industries (the “Distribution”). In connection with this Distribution, ITT Corporation, which was then named ITT Destinations, Inc., changed its name to ITT Corporation. Subsequent to the acquisition of ITT Corporation in 1998, we changed the name of ITT Corporation to Sheraton Holding Corporation.

For purposes of governing certain of the ongoing relationships between us and ITT Industries after the Distribution and spin-off of ITT Corporation and to provide for an orderly transition, we have entered into various agreements with ITT Industries. These agreements include a spin-off agreement, Employee Benefits Services and Liability Agreement, Tax Allocation Agreement and Intellectual Property Transfer and License Agreements. We may be liable to or due reimbursement from ITT Industries relating to the resolution of certain

F-48

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

NOTES TO FINANCIAL STATEMENTS

pre-spin-off matters under these agreements. Based on available information, management does not believe that these matters would have a material impact on our consolidated results of operations, financial position or cash flows. During the year ended December 31, 2013 we recorded a gain, net of tax, in discontinued operations, net of $1 million from a favorable insurance recovery of certain liabilities, and during the year ended December 31, 2012, a gain of $23 million, net of tax, in discontinued operations, net from the favorable settlement of certain liabilities associated with a previously disposed of subsidiary of ITT Corporation (see Note 17).

Note 26.     Segment Information

Our hotel business is segregated into three separate hotel segments: (i) the Americas, (ii) EAME, and (iii) Asia Pacific. The vacation ownership and residential business is a separate segment.

Our reportable segments each have a division president who is responsible for the management of the division. Each division president reports directly to our Chief Executive Officer who is also the Chief Operating Decision Maker (“CODM”). Financial information for each reportable segment is reviewed by the CODM to assess performance and make decisions regarding the allocation of resources.

Each hotel segment generates its earnings through a network of owned, leased, consolidated and unconsolidated joint venture hotels and resorts operated primarily under our proprietary brand names including St. Regis^®, The Luxury Collection^®, W^®, Westin^®, Le Méridien^®, Sheraton^®, Four Points^® by Sheraton, Aloft^®, and Element^®, and as well as hotels and resorts which are managed or franchised under these brand names in exchange for fees.

The management of our vacation ownership and residential sales business is conducted by the vacation ownership and residential segment. The vacation ownership and residential segment generates its earnings through the acquisition, development and operation of vacation ownership resorts, marketing and selling of VOIs, and providing financing to customers who purchase such interests.

The CODM primarily evaluates the operating performance of a segment based on segment earnings. We define segment earnings as net income attributable to our common stockholders before interest expense, taxes, depreciation and amortization, as well as our share of interest, depreciation and amortization associated with our unconsolidated joint ventures, excluding certain recurring and nonrecurring items, such as restructuring costs and other special charges, gains (losses) on debt extinguishment and gains (losses) on asset dispositions and impairments. Residential revenue generated at hotel properties is recorded in the corresponding geographic hotel segment. General, administrative and other expenses directly related to the segments are included in the calculation of segment earnings, whereas corporate general, administrative, and other expenses are not included in the segment earnings calculation. In addition to revenues recorded within our four segments, we also have other revenues from managed and franchised properties, which represent the reimbursement of costs incurred on behalf of managed and franchised property owners. These revenues, together with the corresponding expenses, are not recorded within our segments. Other corporate unallocated revenues and earnings primarily relate to other license fee income and are also reported outside of segment revenues.

F-49

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

NOTES TO FINANCIAL STATEMENTS

The following tables present revenues, segment earnings, earnings from unconsolidated ventures, capital expenditures, total assets, and investments in unconsolidated ventures for our reportable segments (in millions):

	Year Ended December 31,
	2013		2012		2011
Revenues:
Americas (a)	$	1,548	$	1,627	$	1,630
EAME		615		550		592
Asia Pacific		349		337		303
Vacation ownership and residential		905		1,271		688
Total segment revenues		3,417		3,785		3,213
Other revenues from managed and franchised hotels		2,614		2,448		2,339
Other corporate revenues — unallocated		84		88		72
	$	6,115	$	6,321	$	5,624

(a) Includes revenues of $1.1 billion for the years ended 2013, 2012 and 2011, respectively, from hotels located in the United States. No other country contributed more than 10% of our total revenues.

	Year Ended December 31,
	2013			2012			2011
Segment earnings:
Americas	$	617		$	581		$	555
EAME		220			179			204
Asia Pacific		221			218			186
Vacation ownership and residential		276			312			170
Total segment earnings		1,334			1,290			1,115
Other corporate — unallocated		86			88			74
Corporate selling, general, administrative and other—unallocated		(157	)		(158	)		(156	)
Gain (loss) on asset dispositions and impairments, net		(23	)		(21	)		—
Restructuring and other special (charges) credits		(1	)		12			(68	)
Adjustments to equity earnings (a)		(42	)		(42	)		(54	)
Interest expense		(103	)		(172	)		(203	)
Loss on early extinguishment of debt, net		—			(128	)		(16	)
Depreciation and amortization		(267	)		(251	)		(265	)
Discontinued operations		71			92			(13	)
Income tax benefit (expense)		(263	)		(148	)		75
Net income attributable to Starwood	$	635		$	562		$	489

(a) Includes impairment losses, interest expense, depreciation, and amortization expense related to equity earnings not allocated to segment earnings.

F-50

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

NOTES TO FINANCIAL STATEMENTS

	Year Ended December 31,
	2013		2012		2011
Earnings from unconsolidated ventures:
Americas	$	32	$	27	$	29
EAME		—		4		1
Asia Pacific		34		35		32
Vacation ownership and residential		2		1		3
Total earnings from unconsolidated ventures	$	68	$	67	$	65

	Year Ended December 31,
	2013			2012		2011
Capital expenditures:
Americas	$	256		$	202	$	174
EAME		45			99		100
Asia Pacific		17			15		9
Vacation ownership and residential(a)(b)		(13	)		13		146
Total segment capital expenditures		305			329		429
Other corporate unallocated		83			77		124
	$	388		$	406	$	553

(a) Represents gross inventory capital expenditures less cost of sales of $(38) million, $(11) million and $90 million for the years ended 2013, 2012 and 2011, respectively. Additionally, includes development capital of $25 million, $24 million and $56 million for the years ended 2013, 2012 and 2011, respectively.

(b) Amounts presented for the years ended 2013, 2012 and 2011 exclude costs of sales of Bal Harbour of $112 million, $440 million and $76 million, respectively.

	December 31,
	2013		2012		2011
Assets:
Americas	$	2,072	$	2,229	$	2,307
EAME		951		911		830
Asia Pacific		674		574		610
Vacation ownership and residential		1,262		1,445		2,056
Total segment assets(a)		4,959		5,159		5,803
Other corporate assets		3,803		3,696		3,757
	$	8,762	$	8,855	$	9,560

(a) Includes long-lived assets of $1.5 billion, $1.6 billion and $1.8 billion at December 31, 2013, 2012 and 2011, respectively, located in the United States. As well, includes long-lived assets of $378 million, $366 million and $330 million at December 31, 2013, 2012 and 2011, respectively, located in Italy. No other country contributed more than 10% of our total long-lived assets.

F-51

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

NOTES TO FINANCIAL STATEMENTS

	December 31,
	2013		2012		2011
Investments in unconsolidated ventures:
Americas	$	68	$	71	$	70
EAME		27		25		22
Asia Pacific		138		143		137
Vacation ownership and residential		18		21		30
Total investments in unconsolidated ventures	$	251	$	260	$	259

F-52

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

NOTES TO FINANCIAL STATEMENTS

Note 27.     Quarterly Results (Unaudited)

	Three Months Ended
	March 31			June 30			September 30		December 31		Year
	(In millions, except per share data)
2013
Revenues	$	1,539		$	1,562		$	1,508	$	1,506	$	6,115
Costs and expenses	$	1,307		$	1,312		$	1,265	$	1,306	$	5,190
Income from continuing operations	$	142		$	138		$	157	$	128	$	565
Net (income) loss from continuing operations attributable to noncontrolling interests	$	1		$	(1	)	$	—	$	—	$	—
Income (loss) from continuing operations attributable to Starwood’s common stockholders	$	143		$	137		$	157	$	128	$	565
Discontinued operations	$	70		$	—		$	—	$	—	$	70
Net income attributable to Starwood	$	213		$	137		$	157	$	128	$	635
Earnings per share (a)
Basic —
Income (loss) from continuing operations	$	0.74		$	0.72		$	0.82	$	0.68	$	2.96
Discontinued operations	$	0.37		$	0.00		$	0.00	$	0.00	$	0.37
Net income	$	1.11		$	0.72		$	0.82	$	0.68	$	3.33
Diluted —
Income (loss) from continuing operations	$	0.73		$	0.71		$	0.81	$	0.67	$	2.92
Discontinued operations	$	0.36		$	0.00		$	0.00	$	0.00	$	0.36
Net income	$	1.09		$	0.71		$	0.81	$	0.67	$	3.28
2012
Revenues	$	1,715		$	1,618		$	1,455	$	1,533	$	6,321
Costs and expenses	$	1,488		$	1,376		$	1,255	$	1,290	$	5,409
Income (loss) from continuing operations	$	129		$	129		$	147	$	65	$	470
Net (income) loss from continuing operations attributable to noncontrolling interests	$	—		$	—		$	—	$	—	$	—
Income (loss) from continuing operations attributable to Starwood’s common stockholders	$	129		$	129		$	147	$	65	$	470
Discontinued operations	$	(1	)	$	(7	)	$	23	$	77	$	92
Net income attributable to Starwood	$	128		$	122		$	170	$	142	$	562
Earnings per share (a)
Basic —
Income (loss) from continuing operations	$	0.67		$	0.67		$	0.76	$	0.34	$	2.44
Discontinued operations	$	0.00		$	(0.04	)	$	0.12	$	0.40	$	0.48
Net income	$	0.67		$	0.63		$	0.88	$	0.74	$	2.92
Diluted —
Income (loss) from continuing operations	$	0.65		$	0.66		$	0.75	$	0.33	$	2.39
Discontinued operations	$	0.00		$	(0.04	)	$	0.12	$	0.39	$	0.47
Net income	$	0.65		$	0.62		$	0.87	$	0.72	$	2.86

(a) Amounts presented are attributable to Starwood’s common stockholders.

F-53

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

NOTES TO FINANCIAL STATEMENTS

Note 28.     Subsequent Event

In January 2014, we sold The St. Regis Bal Harbour Resort in Miami, FL for gross cash proceeds of $213 million subject to a long-term management contract. The gain realized in connection with the sale will be deferred and recognized into management fees, franchise fees and other income over the initial term of the management agreement.

In February 2014, we declared a quarterly dividend of $0.35 per share and a special dividend of $0.65 per share both of which are payable on March 28, 2014 to stockholders of record on March 11, 2014.

F-54

SCHEDULE II

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

VALUATION AND QUALIFYING ACCOUNTS

(In millions)

			Additions (Deductions)
	Balance January 1,		Charged to/reversed from Expenses			Charged to/from  Other Accounts (a)			Payments/ Other			Balance December  31,
2013
Trade receivables — allowance for doubtful accounts	$	40	$	11		$	2		$	(6	)	$	47
Notes receivable — allowance for doubtful accounts	$	159	$	20		$	—		$	(47	)	$	132
Reserves included in accrued and other liabilities:
Restructuring and other special charges	$	78	$	1		$	(20	)	$	(39	)	$	20
2012
Trade receivables — allowance for doubtful accounts	$	29	$	7		$	7		$	(3	)	$	40
Notes receivable — allowance for doubtful accounts	$	175	$	26		$	—		$	(42	)	$	159
Reserves included in accrued and other liabilities:
Restructuring and other special charges	$	89	$	(12	)	$	3		$	(2	)	$	78
2011
Trade receivables — allowance for doubtful accounts	$	32	$	5		$	(1	)	$	(7	)	$	29
Notes receivable — allowance for doubtful accounts	$	202	$	28		$	—		$	(55	)	$	175
Reserves included in accrued and other liabilities:
Restructuring and other special charges	$	29	$	68		$	(7	)	$	(1	)	$	89

(a) Charged to/from other accounts:

	Description of Charged  to/from Other Accounts
2013
Accrued expenses	$	(18	)
Total charged to/from other accounts	$	(18	)
2012
Accrued expenses	$	7
Other liabilities		3
Total charged to/from other accounts	$	10
2011
Accrued expenses		(1	)
Other liabilities		(7	)
Total charged to/from other accounts	$	(8	)

S-1

EX-10.2

Exhibit 10.2

AMENDMENT

TO THE THIRD AMENDED AND RESTATED

LIMITED PARTNERSHIP AGREEMENT

OF

SLC OPERATING LIMITED PARTNERSHIP

This Amendment to the Third Amended and Restated Limited Partnership Agreement of SLC Operating Limited Partnership (the “Partnership”), effective as of December 27, 2013 (this “Amendment”), is made and entered into by undersigned as the General Partner of the Partnership.

W I T N E S S E T H

WHEREAS, the Partnership is a Delaware limited partnership that was formed under the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. § 17-101, et seq. (the “Act”), pursuant to (i) the Third Amended and Restated Limited Partnership Agreement of the Partnership, dated as of January 6, 1999 (the “LP Agreement”), and (ii) the Certificate of Limited Partnership of the Partnership as filed with the office of the Secretary of State of the State of Delaware; and

WHEREAS, pursuant to Section 11.1 of the LP Agreement, the General Partner may amend the LP Agreement to reflect the admission of new Partners and the issuance of new partnership interests in the Partnership pursuant to Section 4.1(d) of the LP Agreement;

WHEREAS, pursuant to Section 4.1(d) of the LP Agreement, the General Partner has determined it advisable to issue a new class of partnership interests in the Partnership designated as the “Special Limited Partner Interest” with such rights as set forth herein.

NOW, THEREFORE, intending to be legally bound, the General Partner hereby agree as follows:

I. AMENDMENTS and ISSUANCE.

A. The General Partner hereby designates a new class of partnership interests in the Partnership as the “Special Limited Partner Interest” with such rights and obligations as set forth herein. The General Partner hereby causes the Partnership to issue such Special Limited Partner Interests to Blue Marble Company, Inc., a Delaware corporation (“Blue Marble”) in consideration of the contribution of cash to the Partnership as set forth in the Contribution Agreement, effective as of December 27, 2013, between the Partnership and Blue Marble. Blue Marble is hereby admitted as a limited partner to the Partnership as the “Special Limited Partner” upon its execution of the Contribution Agreement. The Special Limited Partner Interests shall share in the profits and loss of the Partnership in the same manner and at the same times as the General Partner with respect to its interest in the Partnership (with 95% of such distributions and allocations going to the General Partner and 5% of such distributions and allocations going to the Special Limited Partner). The Special Limited Partner shall have no voting rights and its interests in the Partnership shall not be considered when determining the vote. The LP

1

Agreement is hereby amended to reflect the foregoing issuance of the Special Limited Partner Interests and the admission of Blue Marble as the Special Limited Partner.

II. MISCELLANEOUS.

A. Successors and Assigns. This Amendment shall be binding upon, and shall enure to the benefit of, the Partners, and their respective successors and assigns.

B. Full Force and Effect. Except to the extent modified hereby, the LP Agreement shall remain in full force and effect.

C. Governing Law. This Amendment shall be interpreted in accordance with the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by such laws.

D. Effectiveness of Amendment. This Amendment shall be effective immediately upon execution by the Partners.

E. Capitalized Terms. Capitalized terms used herein and not otherwise defined are used as defined in the LP Agreement.

F. Execution in Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

G. Severability. The invalidity or unenforceability of any particular provision of this Amendment shall not affect the other provisions hereof, and this Amendment shall be construed in all respects as if such invalid or unenforceable provision were omitted.

[SIGNATURE PAGE FOLLOWS]

2

IN WITNESS WHEREOF, the undersigned has caused this Amendment to be duly executed below and deemed effective as of the day and year first above written.

GENERAL PARTNER:
STARWOOD HOTELS & RESORTS WORLDWIDE, INC., a Maryland corporation
By:	/s/ Jason F. Cohen
Name:	Jason F. Cohen
	Title: Senior Vice President &
	Assistant Secretary

3

EX-10.6

Exhibit 10.6

NON-LIBOR-BASED ALTERNATE CURRENCY AMENDMENT AND SECOND

AMENDMENT TO CREDIT AGREEMENT

NON-LIBOR-BASED ALTERNATE CURRENCY AMENDMENT AND SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of January 3, 2014, to the Credit Agreement referred to below. Unless otherwise defined herein, all capitalized terms used herein shall have the respective meanings provided such terms in the Credit Agreement referred to below.

W I T N E S S E T H:

WHEREAS, STARWOOD HOTELS & RESORTS WORLDWIDE, INC., a Maryland corporation (the “Corporation”), each additional Domestic Dollar Revolving Loan Borrower, each additional Alternate Currency Revolving Loan Borrower, the lenders party to the Credit Agreement, JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) and certain other financial institutions are parties to the Credit Agreement, dated as of November 30, 2012 (as amended, modified, and/or supplemented to, but not including, the date hereof, the “Credit Agreement”; terms used and not defined herein shall have the meaning as defined in the Credit Agreement and references to Sections, Schedules and Exhibits shall be references to the Sections, Schedules and Exhibits, as applicable, of the Credit Agreement); and

WHEREAS, the Corporation has delivered to the Administrative Agent an Election to Become an Alternate Currency Revolving Loan Borrower pursuant to Section 6.03(i) of the Credit Agreement, pursuant to which Companhia Palmares Hotéis e Turismo (the “New Alternate Currency Revolving Loan Borrower”), a corporation incorporated under the laws of Brazil, will become an Alternate Currency Revolving Loan Borrower under a newly created Alternate Currency Revolving Loan Sub-Commitment consisting of an Alternate Currency Revolving Loan Sub-Tranche (the “Brazilian Reais Revolving Loan Sub-Commitment”) available in Brazilian Reais, the freely transferable lawful money of Brazil (“Brazilian Reais”);

WHEREAS, JPMORGAN CHASE BANK, N.A., in its capacity as a Lender under the Credit Agreement, has agreed to reallocate a portion of its Primary Alternate Currency Revolving Loan Sub-Commitment in an amount of $20,000,000 as a Domestic Dollar Revolving Loan Sub-Commitment and, immediately after giving effect to such reallocation, reallocate such Domestic Dollar Revolving Loan Sub-Commitment as an Alternate Currency Revolving Loan Sub-Commitment and, in connection with such reallocation, create an Other Permitted Non-LIBOR-Based Alternate Currency Revolving Loan Sub-Commitment consisting of the Brazilian Reais Revolving Loan Sub-Commitment in an amount of $20,000,000, it being understood that pursuant to Section 13.14 of the Credit Agreement, any Loans under the Brazilian Reais Revolving Loan Sub-Commitment shall be made for the account of Banco J.P. Morgan S.A.;

WHEREAS, this Amendment shall constitute a Non-Libor Based Alternate Currency Amendment (as defined in Section 13.12(h) of the Credit Agreement) and, together with each “Cédula de Crédito Bancário” executed from time to time (each, a “Bank Credit Bill”), substantially in the form attached hereto as Exhibit A, by and between Banco J.P. Morgan S.A.

and the New Alternate Currency Revolving Loan Borrower, shall set forth certain terms of the Brazilian Reais Revolving Loan Sub-Commitment, it being understood that there shall be no duplication of obligations set forth under the Credit Agreement with any obligations set forth under any Bank Credit Bill;

WHEREAS, the Required Lenders, the Corporation and the other Borrowers, have agreed to amend the definition of “Other Permitted Non-Libor Based Alternate Currency” to include Brazilian Reais in the definition thereof and to make certain other amendments to the Credit Agreement;

WHEREAS, subject to the terms and conditions of this Amendment, the Corporation, the other Borrowers, JPMORGAN CHASE BANK, N.A., in its capacity as a Lender under the Credit Agreement and the Administrative Agent, and the Required Lenders, pursuant to Section 13.12(a), 13.12(e) and 13.12(h), agree as follows.

NOW, THEREFORE, it is agreed:

PART I. Creation of Brazilian Reais Revolving Loan Sub-Commitment.

A. JPMORGAN CHASE BANK, N.A., in its capacity as a Lender under the Credit Agreement, hereby, pursuant to Section 13.12(e)(II), reallocates a portion of its Primary Alternate Currency Revolving Loan Sub-Commitment in an amount of $20,000,000 as a Domestic Dollar Revolving Loan Sub-Commitment, and, immediately after giving effect to such reallocation and pursuant to Section 13.12(e)(I), reallocates such Domestic Dollar Revolving Loan Sub-Commitment as an Alternate Currency Revolving Loan Sub-Commitment and, in connection with such reallocation and pursuant to Section 13.12(h), creates an Other Permitted Non-LIBOR-Based Alternate Currency Revolving Loan Sub-Commitment consisting of the Brazilian Reais Revolving Loan Sub-Commitment (as defined below) in an amount of $20,000,000.

B. Schedule I-B of the Credit Agreement is hereby amended by (i) reducing the amount opposite the name of JPMORGAN CHASE BANK, N.A. under “Primary Alternate Currency Lenders” from $70,000,000 to $50,000,000 and (ii) adding an additional row at the bottom thereof as follows:

Brazilian Reais Alternate Currency Lenders	Brazilian Reais Revolving Loan Sub-Commitments
JPMORGAN CHASE BANK, N.A.	$	20,000,000.00

PART II. Amendments to Credit Agreement

A. Section 11.01 of the Credit Agreement is hereby amended by adding the words “Brazilian Reais and” in the definition of “Other Permitted Non-LIBOR Based Alternate Currency” after “shall mean,”.

B. Section 11.01 of the Credit Agreement is hereby amended by adding the following definition of “BBSY Rate” in the appropriate alphabetical order:

“BBSY Rate” shall mean, with respect to any Australian Dollar Revolving Loan for any Interest Period, the rate per annum for deposits in Australian Dollars for a period equal to or that most closely approximates the duration of such Interest Period which appears on Reuters screen BBSY (or such other page(s) as may replace that page as determined by the Administrative Agent) as of 10:15 a.m., Sydney time, on the date which is two Business Days prior to the commencement of the respective Interest Period.

C. Section 11.01 of the Credit Agreement is hereby amended by adding the following proviso at the end of clause (i) in the definition of “Minimum Borrowing Amount”:

“provided that, in the case of a Borrowing of Brazilian Reais Revolving Loans, the Minimum Borrowing Amount shall be the Non-LIBOR-Based Alternate Currency Equivalent of $2,000,000.

D. Section 1.09(g) of the Credit Agreement is hereby amended by replacing the words “the relevant Alternate Currency LIBOR Rate for such Interest Period” with “the relevant BBSY Rate for such Interest Period”.

PART III. Terms of Brazilian Reais Revolving Loan Sub-Commitment

This Amendment shall constitute a Non-Libor Based Alternate Currency Amendment (as defined in Section 13.12(h) of the Credit Agreement). For purposes of the Credit Agreement, the following definitions in Section 11.01 and Section, as such definitions and Section relate to the Brazilian Reais Revolving Loan Sub-Commitment, shall be modified as follows:

“Alternate Currency Non-LIBOR Rate” shall mean with respect to any Brazilian Reais Revolving Loan, the CDI Rate.

“Brazilian Reais” shall mean the freely transferable lawful money of Brazil (expressed in Brazilian Reais).

“Brazilian Reais Revolving Loan” shall mean each Alternate Currency Revolving Loan under the Brazilian Reais Revolving Loan Sub-Commitment at the time of the incurrence thereof.

“Brazilian Reais Revolving Loan Sub-Commitment” shall mean, as to any Alternate Currency RL Lender, the amount, if any, set forth opposite such Alternate Currency RL Lender’s name in Schedule I-B directly below the column entitled “Brazilian Reais Revolving Loan Sub-Commitment,” as same may be (x) reduced from time to time pursuant to Sections 1.17, 3.02, 3.03, 10, 13.12(e)(II) and/or 13.12(f), (y) increased from time to time pursuant to Sections 1.19 and/or 13.12(e)(I) or (z) adjusted from time to time as a result of assignments to or from such Lender pursuant to Section 1.14, 1.20 or 13.04(b). The Brazilian Revolving Loan Sub-Commitment of each Alternate Currency RL Lender is an Other Permitted Non-LIBOR-

Based Alternate Currency Revolving Loan Sub-Commitment and a sub-limit of the Revolving Loan Commitment of the respective Alternate Currency RL Lender (or its respective affiliate which is a Lender with the related Revolving Loan Commitment) and not an additional commitment and, in no event, may exceed at any time, when added to the sum of all other Sub-Commitments of the respective Alternate Currency RL Lender (or its respective affiliates) at such time, the Revolving Loan Commitment of such Alternate Currency RL Lender (or its respective affiliate which is a Lender with the related Revolving Loan Commitment).

“CDI Rate” shall mean the daily average rate of the DI – Depósitos Interfinanceiros of one day, “over extra-grupo”, expressed in the form of percentage per annum, basis 252 business days, calculated and published daily by the CETIP S.A. – Mercados Organizados, at the website http://www.cetip.com.br.

“Interest Determination Date” shall mean, with respect to any Brazilian Reais Revolving Loan, such date or dates relevant to the determination of the interest rate applicable to Brazilian Reais Revolving Loans as set forth in any Bank Credit Bill (as defined in the Non-Libor Based Alternate Currency Amendment establishing the Brazilian Reais Revolving Loan Sub-Commitment).

“Interest Payment Date” shall mean, with respect to any Brazilian Reais Revolving Loan, any date on which interest payments with respect to such Brazilian Reais Revolving Loan have to be made pursuant to any Bank Credit Bill (as defined in the Non-Libor Based Alternate Currency Amendment establishing the Brazilian Reais Revolving Loan Sub-Commitment).

“Mandatory Cost”, in the case of any Obligation owing in Brazilian Reais, means the cost imputed to a Lender in complying with such reserve requirements established by any Brazilian court or governmental agency, authority, instrumentality or regulatory body in respect of Brazilian Reais or any category of liabilities which includes deposits by reference to which the interest rate on the Loans denominated in Brazilian Reais is determined, in any such case as determined in good faith by the Administrative Agent.

“Non-LIBOR-Based Alternate Currency Equivalent” shall, with respect to Brazilian Reais, mean, at any date of determination, the amount of Brazilian Reais which could be purchased with the amount of Dollars involved in such computation, determined using the Real/U.S. Dollars commercial rate, expressed as the amount of Real for conversion into U.S. Dollars as reported by the Central Bank of Brazil on the Central Bank of Brazil Data System (“SISBACEN”) on its website (which, at the date hereof, is located at http://www.bcb.gov.br) under transaction code PTAX

800 (Consultas de Câmbio or Exchanged Rate Enquiry), Option 5, “Venda” (Cotações para Contabilidade or Rates for Accounting Purposes) (or any successor screen established by the Central Bank of Brazil) (such rate, the “PTAX”) on each valuation date of the exchange rates. If the PTAX is not available, for any reason, the sale closing average quotations received from three leading Brazilian banks as selected by Banco J.P. Morgan S.A. in its sole discretion shall be applied and, in the absence of such average quotations, the Conversion Rate shall be jointly determined in good faith by the Administative Agent and the New Alternate Currency Revolving Loan Borrower.

“Non-LIBOR-Based Interest Period” shall mean with respect to any Brazilian Reais Revolving Loan, the period between an Interest Payment Date applicable to such Brazilian Reais Revolving Loan and the next Interest Payment Date applicable to such Brazilian Reais Revolving Loan.

“Payment Office” shall mean in respect of Brazilian Reais Revolving Loans, Banco J.P. Morgan S.A, Avenida Brigadeiro Faria Lima, nº 3729, 15º andar, São Paulo – SP, CEP: 04538-905, Brasil.

Any written notice pursuant to Section 4.01(i) shall be given one Business Day prior to the prepayment of Brazilian Reais Revolving Loans.

Accrued (and theretofore unpaid) interest shall be payable in respect of each Brazilian Reais Revolving Loan, on the last day of each Non-LIBOR-Based Interest Period applicable to such Brazilian Reais Revolving Loan.

PART IV. Miscellaneous Provisions.

A. The Corporation, by its signature below, hereby confirms that its Guaranty shall remain in full force and effect after giving effect to this Amendment.

B. In order to induce the Administrative Agent and the Lenders to enter into this Amendment, the Corporation represents and warrants to the Administrative Agent and the Lenders that, on the Amendment Effective Date (as defined below), (i) there shall exist no Specified Default or Event of Default and (ii) all representations and warranties contained in the Credit Agreement and in the other Credit Documents are true and correct in all material respects with the same effect as though such representations and warranties had been made on the Amendment Effective Date (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be true and correct in all material respects only as of such specified date).

C. This Amendment is limited as specified and shall not constitute a modification, novation, acceptance or waiver of any other provision of the Credit Agreement or any other Credit Document, other than as expressly set forth herein or any Bank Credit Bill. Except as expressly set forth herein or any Bank Credit Bill, this Amendment shall not operate as a waiver of any rights, powers or remedies available to the Lenders under the Credit Agreement.

Except as expressly amended by this Amendment or any Bank Credit Bill, the Credit Agreement remains in full force and effect and is hereby ratified and confirmed.

D. JPMORGAN CHASE BANK, N.A. shall cause Banco J.P. Morgan S.A. to execute and deliver Bank Credit Bills, from time to time, with the New Alternate Currency Revolving Loan Borrower to evidence the Brazilian Reais Revolving Loan Sub-Commitment and the Brazilian Reais Revolving Loans made under the Credit Agreement. The terms of the Brazilian Reais Revolving Loans made under the Brazilian Reais Revolving Sub-Commitment shall be governed solely by such Bank Credit Bills, other than with respect to (i) the allocation of Commitments resulting from the Brazilian Reais Revolving Loans, which shall be governed by the Credit Agreement (as amended hereby) or (ii) the terms of the Credit Agreement (as amended hereby) that are specifically incorporated in a Bank Credit Bill. Both JPMORGAN CHASE BANK, N.A., in its own capacity and as Administrative Agent, and Banco J.P. Morgan S.A. agree that they will only pursue remedies against the New Alternate Currency Revolving Loan Borrower with respect to any Brazilian Reais Revolving Loan and any Brazilian Reais Revolving Loan Sub-Commitments to the extent explicitly provided for under the terms of a Bank Credit Bill and will not pursue remedies against the New Alternate Currency Revolving Loan Borrower under the Credit Agreement or the Guaranty provided for therein.

E. This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Corporation and the Administrative Agent.

F. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, IT BEING UNDERSTOOD THAT NOTHING HEREIN OR IN THE CREDIT AGREEMENT SHALL BE DEEMED TO SUPERSEDE THE VENUE, CHOICE OF LAW OR JURISDICTION CLAUSE IN ANY BANK CREDIT BILL.

G. This Amendment shall become effective on the date (the “Amendment Effective Date”) when (i) the Corporation, the Required Lenders and JPMorgan Chase Bank, N.A. in its capacity as Administrative Agent and as a Lender shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile or PDF transmission) the same to the Administrative Agent (or its designee), (ii) the Corporation and the New Alternate Currency Revolving Loan Borrower shall have executed and delivered (including by way of facsimile or PDF transmission) to the Administrative Agent (or its designee) an Election to Become an Alternate Currency Revolving Loan Borrower pursuant to Section 6.03(i) pursuant to which the New Alternate Currency Revolving Loan Borrower shall become an Alternate Currency Revolving Loan Borrower and (iii) a Bank Credit Bill shall have been executed and delivered by all parties thereto and all conditions precedent to the effectiveness thereof shall have been satisfied.

H. From and after the Amendment Effective Date, all references in the Credit Agreement and each of the other Credit Documents to the Credit Agreement shall be deemed to

be references to the Credit Agreement as modified by this Amendment on the Amendment Effective Date. This Amendment shall constitute a Credit Document for all purposes under the Credit Agreement and the other Credit Documents.

[Signatures appear on the following page.]

IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Amendment as of the date first above written.

STARWOOD HOTELS & RESORTS WORLDWIDE, INC., as a Borrower and Guarantor
By:	/s/ Timothy C. Fetten
	Name:	Timothy C. Fetten
	Title:	Treasurer

COMPANHIA PALMARES HOTEIS E TURISMO S.A., as New Alternate Currency Revolving Loan Borrower
By:	/s/ Horacio Giurno
	Name:	Horacio Giurno
	Title:	Diretor Financeiro

[Starwood - Second Amendment Signature Page]

JPMORGAN CHASE BANK, N.A., as Administrative Agent and as a Lender
By:	/s/ Chiara Carter
	Name:	Chiara Carter
	Title:	Vice President

[Starwood - Second Amendment Signature Page]

BARCLAYS BANK PLC , as a Lender
By:	/s/ Alicia Borys
	Name:	Alicia Borys
	Title:	Vice President

[Starwood - Second Amendment Signature Page]

Bank of America N.A., as a Lender
By:	/s/ Roger C. Davis
	Name:	Roger C. Davis
	Title:	Senior Vice President

[Starwood - Second Amendment Signature Page]

THE BANK OF NOVA SCOTIA, as a Lender
By:	/s/ George Sherman
	Name:	George Sherman
	Title:	Director

[Starwood - Second Amendment Signature Page]

Citibank N.A. , as a Lender
By:	/s/ John C. Rowland
	Name:	John C. Rowland
	Title:	Vice President

[Starwood - Second Amendment Signature Page]

COMPASS BANK, as a Lender
By:	/s/ Don Byerly
	Name:	Don Byerly
	Title:	Senior Vice President

[Starwood - Second Amendment Signature Page]

Intesa Sanpaolo S.p.A., as a Lender
By:	/s/ John J. Michalisin
	Name:	John J. Michalisin
	Title:	F.V.P.
By:	/s/ Sergio Maggioni
	Name:	Sergio Maggioni
	Title:	F.V.P.

[Starwood - Second Amendment Signature Page]

SANTANDER BANK, N.A., as a Lender
By:	/s/ Daniel Vilarelle
	Name:	Daniel Vilarelle
	Title:	Vice President

[Starwood - Second Amendment Signature Page]

SunTrust Bank, as a Lender
By:	/s/ Johnetta Bush
	Name:	Johnetta Bush
	Title:	Vice President

[Starwood - Second Amendment Signature Page]

Australia and New Zealand Banking Group     Limited , as a Lender
By:	/s/ Robert Grillo
	Name:	Robert Grillo
	Title:	Director

[Starwood - Second Amendment Signature Page]

Bank of China, New York Branch, as a Lender
By:	/s/ Haifeng Xu
	Name:	Haifeng Xu
	Title:	Executive Vice President

[Starwood - Second Amendment Signature Page]

Bank of Hawaii, as a lender
By:	/s/ John McKenna
	Name:	John McKenna
	Title:	Senior Vice President

[Starwood - Second Amendment Signature Page]

THE BANK OF TOKYO-MITSUBISHSI UFJ, LTD, as a lender
	By:	/s/ Lawrence J. Elkins
		Name:	Lawrence J. Elkins
		Title:	Vice President

[Starwood - Second Amendment Signature Page]

First Hawaiian Bank, as a Lender
By:	/s/ Derek Chang
	Name:	Derek Chang
	Title:	Vice President

[Starwood - Second Amendment Signature Page]

Goldman Sachs Bank USA, as a Lender
By:	/s/ Michelle Latzoni
	Name:	Michelle Latzoni
	Title:	Authorized Signatory

[Starwood - Second Amendment Signature Page]

HSBC Bank USA, National Association , as a Lender
By:	/s/ Alan Vitulich
	Name:	Alan Vitulich
	Title:	Director

[Starwood - Second Amendment Signature Page]

MORGAN STANLEY BANK, N.A. , as a Lender
By:	/s/ Nick Zangari
	Name:	Nick Zangari
	Title:	Authorized Signatory

[Starwood - Second Amendment Signature Page]

THE NORTHERN TRUST COMPANY, as a Lender
By:	/s/ Clifford Hoppe
	Name:	Clifford Hoppe
	Title:	Vice President

[Starwood - Second Amendment Signature Page]

Royal Bank of Canada, as a Lender
By:	/s/ Dan LePage
	Name:	Dan LePage
	Title:	Authorized Signatory

[Starwood - Second Amendment Signature Page]

The Royal Bank of Scotland plc , as a Lender
By:	/s/ William McGinty
	Name:	William McGinty
	Title:	Director

[Starwood - Second Amendment Signature Page]

Sumitomo Mitsui Banking Corporation, as a Lender
By:	/s/ William G. Karl
	Name:	William G. Karl
	Title:	General Manager

[Starwood - Second Amendment Signature Page]

US Bank, National Association, as a Lender
By:	/s/ Steven L. Sawyer
	Name:	Steven L. Sawyer
	Title:	Senior Vice President

[Starwood - Second Amendment Signature Page]

WELLS FARGO BANK, NATIONAL     ASSOCIATION, as a Lender
By:	/s/ Mark Monahan
		Mark Monahan, Senior
		Vice President

[Starwood - Second Amendment Signature Page]

Banco Nacional de Mexico. S.A. Integrante de Grupo Financiero Banamex, as a Lender
By:	/s/ Eduardo Allegre Marquez
	Name:	Eduardo Allegre Marquez
	Title:	Power of Attorney

For any lender requiring a second signature line
By:	/s/ Juan Carlos Morales Iturriaga
	Name:	Juan Carlos Morales Iturriaga
	Title:	Power of Attorney

[Starwood - Second Amendment Signature Page]

EX-10.24

Exhibit 10.24

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

PERFORMANCE SHARE AGREEMENT

(GRANTED                     , 2013 PURSUANT TO THE

2004 LONG-TERM INCENTIVE COMPENSATION PLAN)

Pursuant to the provisions of the Starwood Hotels & Resorts Worldwide, Inc. 2004 Long-Term Incentive Compensation Plan (the “Plan”), Starwood Hotels & Resorts Worldwide, Inc., a Maryland corporation (the “Company”), has granted to the individual (the “Participant”) named in the award notification (the “Award Notification”) as of the date set forth in the Award Notification (the “Grant Date”), Performance Shares (the “Award”), upon and subject to the restrictions, terms and conditions set forth in the Plan and in this agreement (the “Agreement”). Attached to this Agreement as Exhibit A is a table that summarizes certain key provisions of this Agreement; in the case of any conflict between Exhibit A and the Agreement, the terms of the Agreement will prevail. The target number of Performance Shares covered by the Award is specified in the Award Notification (the “Target Award”). References to employment with the Company shall include employment with a subsidiary or affiliate of the Company. Capitalized terms not defined herein shall have the meanings specified in the Plan.

1. Rights as a Stockholder.

(a) Voting. Until actual Shares are issued to the Participant in accordance with Section 5, the Participant shall have no rights to vote any Shares as a result of this Award.

(b) Dividends and Other Distributions. If any dividends are paid or other distributions are made on the Shares during the Performance Period (as defined in Section 2(a) below), dividend equivalents and other distributions shall be credited in the same proportion on the number of Performance Shares that vest under Section 2 or Section 3, and these dividend equivalents and other distributions shall be paid to the Participant in cash, without interest, at the time specified in Section 4 below for such Performance Shares. The Participant will forfeit all rights to dividend equivalents and other distributions that relate to Performance Shares that do not vest under Section 2 or Section 3.

2. Vesting. Vesting of the Award is conditioned upon both a performance condition and an employment requirement as set forth in this Section 2.

(a) Performance Condition. Subject to the terms and conditions set forth herein and to the employment requirement specified in Section 2(b) below, the Participant will earn all or a portion of the Award based on the Company’s cumulative total shareholder return as determined by the Committee pursuant to paragraph (i) below (“Total Shareholder Return”) for the period beginning January 1, 20    and ending December 31, 20    (the “Performance Period”) as a percentile relative to the cumulative Total Shareholder Return of a peer group of companies identified in paragraph (ii) below (the “Comparator Group”) for the Performance Period. For this purpose, the Total Shareholder Return of the Comparator Group is composed of the Total Shareholder Return for each company included in the Comparator Group for the Performance Period, as determined by the Committee. If the Committee determines that the Company’s Total Shareholder Return for the Performance Period is not above the 25^th percentile of the Total Shareholder Return of the Comparator Group for the Performance Period, the Participant will

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immediately forfeit all rights to Performance Shares covered by this Award. If the Committee determines that the Company’s Total Shareholder Return for the Performance Period is above the 25^th percentile of Total Shareholder Return of the Comparator Group for the Performance Period, the Participant will earn a number of Performance Shares relative to the number of Performance Shares specified in the Target Award determined pursuant to the following table, up to a maximum of 200% of the number of Performance Shares specified in the Target Award.

Percentile	Percentage of Target Award
80th or above		200	%
65th		150	%
50th		100	%
35th		50	%
25th or below		0	%

Straight-line interpolation shall be applied to determine the number of Performance Shares earned for a percentile that falls between the percentiles specified in the table above. Notwithstanding the foregoing, if the Company’s cumulative Total Shareholder Return for the Performance Period is negative, the number of Performance Shares earned by the Participant will be limited to 150% of the number of Performance Shares specified in the Target Award in the event that the Participant would have earned a larger percentage of the number of Performance Shares based on the applicable percentile in the absence of such limitation. In all cases, the number of earned Performance Shares will be rounded down to the nearest whole number of Performance Shares. The Committee shall determine the number of Performance Shares earned by the Participant, if any, following the close of the Performance Period (the “Earned Award”). Upon the Committee’s determination of the Earned Award, the Participant will immediately forfeit all rights to Performance Shares other than those included in the Earned Award.

(i) Total Shareholder Return. The Committee will calculate a company’s Total Shareholder Return by the following formula:

[Ending Price divided by Beginning Price] minus 1

For this purpose:

A. “Beginning Price” is the average closing price of a share of the company’s stock for the period of 30 trading days multiplied by the Return Factor on each day, ending on the last trading day immediately prior to the first trading day of the Performance Period.

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B. “Ending Price” is the average closing price of a share of the company’s stock for the period of 30 trading days multiplied by the Return Factor on each day, ending on the last trading day of the Performance Period.

C. “Return Factor” is the cumulative impact of the re-investment of dividends on each ex-dividend date. The Return Factor starts at 1.00 at the beginning of the Performance Period and is updated upon the first and any subsequent ex-dividend dates up until the last trading day of the Performance Period.

For purposes of A. and B. above, the closing price of a share of the company’s stock on a particular date shall be determined as follows: (i) if the shares are listed on the NYSE on that date, the closing price of a share of the company’s stock as reported on the NYSE for that date shall be used; or (ii) if the shares are not listed on the NYSE but are listed on a national or regional securities exchange (domestic or foreign) other than the NYSE on that date, the closing price of a share of the company’s stock as reported on such other national or regional securities exchange for that date shall be used; or (iii) if neither (i) nor (ii) apply, the Committee shall determine the closing price of a share of the company’s stock in good faith. For purposes of (ii) above, if the company’s stock is listed on more than one national or regional securities exchange other than the NYSE on the particular date, then following exchange shall be used: the NASDAQ, or if shares are not listed on the NASDAQ, the largest exchange on which the shares are listed.

The Committee shall make the following adjustments in the calculation of Total Shareholder Return for the Company or any member of the Comparator Group due to certain extraordinary, unusual or non-recurring events: the company’s Beginning Price will be equitably adjusted for any stock split or reverse stock split affecting the company’s stock during the Performance Period.

(ii) Comparator Group. The Comparator Group consists of the following 20 companies in the hospitality, REIT and gaming industries: Accor SA, Carnival Corporation & plc, Choice Hotels International, Inc., Darden Restaurants, Inc., Gaylord Entertainment Company, General Growth Properties, Inc., Hospitality Properties Trust, Host Hotels & Resorts, Inc., Hyatt Hotels Corporation, InterContinental Hotels Group PLC, Kimco Realty Corporation, Las Vegas Sands Corp., Marriott International, Inc., MGM Resorts International, Orient-Express Hotels Ltd., Royal Caribbean Cruises Ltd., Simon Property Group, Inc., Vail Resorts, Inc., Wyndham Worldwide Corporation, and Wynn Resorts, Limited. The Committee shall make the following adjustments in the composition of the Comparator Group due to certain extraordinary, unusual or non-recurring events: a company will be removed from the Comparator Group for the entire Performance Period in the event the company is acquired or the company’s stock ceases to be publicly traded during the Performance Period. However, no adjustment will be made in the composition of the Comparator Group in the event of the bankruptcy, delisting or liquidation of a company included in the Comparator Group.

(b) Employment Requirement. Generally, the Participant will vest in his Earned Award only if he remains employed with the Company until the third anniversary of the Grant

3

Date (the “Vesting Date”). The following rules shall apply if the Participant incurs a termination of employment with the Company prior to the Vesting Date.

(i) Death, Disability or Retirement.

A. Pro Rata Vesting. If the Participant terminates employment with the Company due to death, Disability or Retirement on or after January 1, 2014, and before the Vesting Date, the Participant will vest in a pro rata portion of the Earned Award as described in subparagraph D. below (the “Pro Rata Earned Award”), and will forfeit all rights to Performance Shares other than those included in the Pro Rata Earned Award, on the date on which the Committee determines the number of Performance Shares payable with respect to the Earned Award (or, if later, on the date of such employment termination). In the case of Retirement, vesting is conditioned upon and subject to the Participant’s compliance with the following restriction: the Participant will forfeit all rights to Performance Shares and will not receive a Pro Rata Earned Award if, prior to the Vesting Date, the Participant accepts any employment, assignment, position or responsibility, or acquires any ownership interest (other than holding and making investments in common equity securities of any corporation, limited partnership or other entity that has its common equity securities traded in a generally recognized market, provided such equity interest does not exceed 5% of the outstanding shares or equity interests in such corporation, limited partnership or other entity) which involves the Participant’s participation in a hotel and leisure company engaged in the operation of owned hotels, management of hotels, franchising hotels, development and operation of vacation ownership resorts or the marketing and selling of vacation ownership interests, in each such case (A) in a state within 500 miles of the Participant’s last (or immediately prior) worksite for the Company, (B) in the country in which the Participant worked for the Company, (C) in such country and any other country in which the Company does any of the enumerated acts, or (D) in any country of the world.

B. Disabled Status. The effective date of a Participant’s Disabled status shall be the date as of which the Participant is determined to be Disabled pursuant to the terms of the Plan. The Committee has the sole discretion to determine whether the Participant’s termination of employment is due to Disability.

C. Retirement. A Participant shall be considered to have terminated employment due to “Retirement” if the Participant is at least age 55 and has completed at least five years of continuous employment with the Company and has a combination of age plus years of continuous employment with the Company of at least 65 as of the date of the Participant’s termination of employment.

D. Method of Prorating. The number of Performance Shares payable under the Pro Rata Earned Award shall be determined by multiplying the number of Performance Shares in the Earned Award by a fraction, the numerator of which is the total number of calendar days during which the Participant was employed by the Company during the period beginning on the Grant Date and ending on the

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Vesting Date and the denominator of which is 1095, rounded down to the nearest whole number of Performance Shares.

(ii) Change in Control. Subject to Section 3 below, if the Participant’s employment with the Company or the surviving entity terminates following a Change in Control and prior to the Vesting Date, other than (I) by reason of the Participant’s death, Disability or Retirement, (II) by the Company for Cause, or (III) by the Participant without Good Reason:

A. In the event such termination of employment occurs on or after the end of the Performance Period, then the Participant shall vest in the Earned Award on the date of such termination of employment (the “Double Trigger CIC Earned Award”); or

B. In the event such termination of employment occurs prior to the end of the Performance Period, then the Participant shall vest in the greater of the Target Award or the number of Performance Shares that would have been earned by the Participant pursuant to Section 2(a) above had the Performance Period ended on the effective date of the Change in Control (if a Change in Control occurs in connection with such termination of employment) (the “Double Trigger CIC Target Award”) and shall forfeit all Performance Shares other than the Double Trigger CIC Target Award.

The Committee shall determine whether a Change in Control has occurred, and such determination shall be conclusive and binding upon the Company and the Participant.

For purposes of this Section 2(b)(ii), the Participant’s employment shall be deemed to have been terminated following a Change in Control by the Company without Cause or by the Participant with Good Reason, if (1) the Participant’s employment is terminated by the Company without Cause prior to a Change in Control (whether or not a Change in Control ever occurs) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control (an “Acquiring Person”), (2) the Participant terminates his employment for Good Reason prior to a Change in Control (whether or not a Change in Control ever occurs) and the circumstance or event which constitutes Good Reason occurs at the request or direction of an Acquiring Person, or (3) the Participant’s employment is terminated by the Company without Cause or by the Participant for Good Reason and such termination or the circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs). For purposes of any determination regarding the applicability of the immediately preceding sentence, any position taken by the Participant shall be presumed to be correct unless the Company establishes to the Board by clear and convincing evidence that such position is not correct.

(iii) Other Termination of Employment. Subject to Section 3 below, if the Participant’s employment terminates for any reason other than as specified in paragraphs (i) and (ii) above prior to the Vesting Date, the Participant shall forfeit automatically all rights to Performance Shares on the date of such termination of employment.

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(iv) Definition of Cause. For purposes of paragraph (ii), “Cause” for termination by the Company of the Participant’s employment shall mean (1) the willful and continued failure by the Participant to substantially perform the Participant’s duties with the Company after a written demand for substantial performance is delivered to the Participant by the Board, which demand specifically identifies the manner in which the Board believes that the Participant has not substantially performed the Participant’s duties, and the Participant has not cured any such failure (which is capable of being cured) in all material respects within ten (10) days of receiving such written demand, or (2) the willful engaging by the Participant in conduct which is demonstrably and materially injurious to the Company or its subsidiaries, monetarily or otherwise. For purposes of clauses (1) and (2) of this definition, (I) no act, or failure to act, on the Participant’s part shall be deemed “willful” unless done, or omitted to be done, by the Participant not in good faith and without reasonable belief that the Participant’s act, or failure to act, was in the best interest of the Company, and (II) in the event of a dispute concerning the application of this provision, no claim by the Company that Cause exists shall be given effect unless the Company establishes to the Board by clear and convincing evidence that Cause exists.

(v) Definition of Good Reason. For purposes of paragraph (ii), “Good Reason” for termination by the Participant of the Participant’s employment shall mean the occurrence (without the Participant’s express written consent) after any Change in Control, or prior to a Change in Control under the circumstances described in clauses (2) and (3) of the first sentence of the third paragraph of paragraph (ii) (treating all references in subparagraphs (A) through (G) below to a “Change in Control” as references to a “Potential Change in Control”), of any one of the following acts by the Company, or failures by the Company to act, unless, in the case of any act or failure to act described in subparagraph (A), (E), (F) or (G) below, such act or failure to act is corrected prior to the date of the Participant’s termination of employment:

A. the assignment to the Participant of any duties inconsistent with the Participant’s status as a senior officer of the Company or a substantial adverse alteration in the nature or status of the Participant’s responsibilities from those in effect immediately prior to the Change in Control;

B. a reduction by the Company in the Participant’s annual base salary as in effect on the date hereof or as the same may be increased from time to time;

C. the relocation of the Participant’s principal place of employment to a location more than 35 miles from the Participant’s principal place of employment immediately prior to the Change in Control or the Company’s requiring the Participant to be based anywhere other than such principal place of employment (or permitted relocation thereof) except for required travel on the Company’s business to an extent substantially consistent with the Participant’s present business travel obligations;

D. the failure by the Company to pay to the Participant any portion of the Participant’s current compensation, or to pay to the Participant any portion of

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an installment of deferred compensation under any deferred compensation program of the Company, within seven (7) days of the date such compensation is due;

E. either (I) the failure by the Company to continue in effect any compensation plan in which the Participant participates immediately prior to the Change in Control which is material to the Participant’s total compensation, including but not limited to the Company’s stock option, bonus and other plans or any substitute plans adopted prior to the Change in Control, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or (II) the failure by the Company to continue the Participant’s participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount or timing of payment of benefits provided and the level of the Participant’s participation relative to other participants, as existed immediately prior to the Change in Control;

F. the Company’s (I) failure to continue to provide the Participant with benefits substantially similar to those enjoyed by the Participant under any of the Company’s pension, savings, life insurance, medical, health and accident, or disability plans in which the Participant was participating immediately prior to the Change in Control, (II) taking of any other action which would directly or indirectly materially reduce any of such benefits or deprive the Participant of any material fringe benefit enjoyed by the Participant at the time of the Change in Control, or (III) failure to provide the Participant with the number of paid vacation days to which the Participant is entitled on the basis of years of service with the Company in accordance with the Company’s normal vacation policy or any employment agreement in effect at the time of the Change in Control;

G. any purported termination of the Participant’s employment (other than by reason of death) which is not communicated by a written notice from the Company to the Participant that (I) indicates the specific termination provision in this Agreement relied upon and sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Participant’s employment under the provisions indicated and, for a termination for Cause, that includes a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire membership of the Board at a meeting of the Board which was called and held for the purpose of considering such termination (after reasonable notice to the Participant and an opportunity for the Participant, together with the Participant’s counsel, to be heard before the Board) finding that, in the good faith opinion of the Board, the Participant was guilty of conduct set forth in clause (1) or (2) of the definition of Cause herein, and specifying the particulars thereof in detail, and (II) that is mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the Participant at the most recent address furnished in writing by the Participant to the Company or is delivered to such address; or

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H. Failure of the surviving entity in the Change in Control, on or prior to the effective date of the Change in Control, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform the Agreement it if the Change in Control had not taken place.

The Participant’s right to terminate employment for Good Reason shall not be affected by the Participant’s incapacity due to physical or mental illness. The Participant’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder.

For purposes of any determination regarding the existence of Good Reason, any claim by the Participant that Good Reason exists shall be presumed to be correct unless the Company establishes to the Board by clear and convincing evidence that Good Reason does not exist.

(vi) Definition of Potential Change in Control. For purposes of paragraph (v), a “Potential Change in Control” shall be deemed to have occurred if the event set forth in any one of the following subparagraphs shall have occurred:

A. the Company enters into an agreement, the consummation of which would result in the occurrence of a Change in Control;

B. the Company or any Person publicly announces an intention to take or to consider taking actions which, if consummated, would constitute a Change in Control;

C. any Person becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 15% or more of either the then outstanding shares of common stock of the Company or the combined voting power of the Company’s then outstanding securities (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its affiliates); or

D. the Board adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control has occurred.

(vii) Definition of Person. For purposes of paragraph (vi), “Person” shall have the meaning given in Section 3(a)(9) of the Securities Exchange Act of 1934, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (I) the Company or any of its subsidiaries, (II) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its affiliates (within the meaning set forth in Rule 12b-2 promulgated under Section 12 of the Securities Exchange Act of 1934), (III) an underwriter temporarily holding securities pursuant to an offering of such securities, or (IV) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.

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3. Change in Control in Which Company Ceases to be Separate Publicly-Traded Entity and Award is not Assumed by Surviving Entity. Notwithstanding Section 2(b)(ii) and (iii) above, if the Company undergoes a Change in Control and the Participant is employed with the Company on the effective date of the Change in Control, and either (i) the common stock of the surviving entity in the Change in Control (whether the Company or another entity) is not traded on an established securities market immediately following the effective date of the Change in Control, or (ii) an entity other than the Company is the surviving entity in the Change in Control, the common stock of such surviving entity is traded on an established securities market immediately following the effective date of the Change in Control, and such surviving entity does not assume or continue the Award or replace the Award with an award of equivalent value and comparable terms:

(a) In the event the effective date of the Change in Control occurs on or after the end of the Performance Period, then the Participant shall vest in the Earned Award on the effective date of the Change in Control (the “Single Trigger CIC Earned Award”); or

(b) In the event the effective date of the Change in Control occurs prior to the second anniversary of the Grant Date and prior to the end of the Performance Period, then the Participant shall vest in a pro rata portion of the greater of the Target Award or the number of Performance Shares that would have been earned by the Participant pursuant to Section 2(a) above had the Performance Period ended on the effective date of the Change in Control (the “Single Trigger CIC Pro Rata Target Award”) and shall forfeit all Performance Shares other than the Single Trigger CIC Pro Rata Target Award; the number of Performance Shares payable under the Single Trigger CIC Pro Rata Target Award shall be determined by multiplying the number of Performance Shares in the Target Award by a fraction, the numerator of which is the total number of calendar days during which the Participant was employed by the Company during the period beginning on the Grant Date and ending on the effective date of the Change in Control and the denominator of which is 1095, rounded down to the nearest whole number of Performance Shares.

(c) In the event the effective date of the Change in Control occurs on or after the second anniversary of the Grant Date and prior to the end of the Performance Period, then the Participant shall vest in the greater of the Target Award or the number of Performance Shares that would have been earned by the Participant pursuant to Section 2(a) above had the Performance Period ended on the effective date of the Change in Control (the “Single Trigger CIC Full Target Award”) and shall forfeit all Performance Shares other than the Single Trigger CIC Full Target Award.

The Committee shall determine whether a Change in Control has occurred, and such determination shall be conclusive and binding upon the Company and the Participant.

4. Payment. On each of the following dates, the vested portion of the Award as of such date (if any, less any portion of the Award which became vested and was paid on an earlier date) along with any corresponding dividend equivalents and other distributions credited to the account of the Participant with respect to such vested portion of the Award pursuant to Section 1(b) above (as applicable, and provided it does not result in any duplication in payment) shall be paid to the Participant:

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(a) February     , 20    ;

(c) The date of the Participant’s termination of employment; and

(d) The effective date of a Change in Control.

On each such date, the Company shall make payment of the vested portion of the Award in the manner specified in Section 5 below.

5. Manner of Payment. On the payment date applicable under Section 4 above, the Company shall make payment of the vested portion of the Award as follows:

(a) the Earned Award, Double Trigger CIC Earned Award or Double Trigger CIC Target Award, as applicable, shall be paid by causing the Company’s designated broker to credit an account for the Participant with a number of Shares equal to the number of Performance Shares that became payable on such date; or

(b) the Pro Rata Earned Award shall generally be paid by causing the Company’s designated broker to credit an account for the Participant with a number of Shares equal to the number of Performance Shares that became payable on such date; however, to the extent that payment is made on or after the occurrence of a Change in Control in circumstances in which Section 3 would have been applicable had the Participant still been employed with the Company on the effective date of the Change in Control, the value of the Pro Rata Earned Award shall be paid in cash, with such value calculated by multiplying the number of Performance Shares that became payable on such date by the closing price of a Share on the last trading day immediately prior to effective date of the Change in Control; or

(c) the value of the Single Trigger CIC Earned Award, Single Trigger CIC Pro Rata Target Award or Single Trigger CIC Full Target Award, as applicable, shall be paid in cash, with such value calculated by multiplying the number of Performance Shares that became payable on such date by the closing price of a Share on the last trading day immediately prior to effective date of the Change in Control; and

(d) any dividend equivalents or other distributions credited to the Participant’s account pursuant to Section 1(b) above with respect to the Earned Award, Pro Rata Earned Award, Double Trigger CIC Earned Award, Double Trigger CIC Target Award, Single Trigger CIC Earned Award, Single Trigger CIC Pro Rata Target Award or Single Trigger CIC Full Target Award, as applicable, shall be paid in cash. To the extent that the dividend equivalents or other distributions payable to the Participant were credited to the Participant’s account as a number of Shares rather than as a cash amount, the Committee shall determine the corresponding amount of cash payable to the Participant by multiplying the number of Shares so credited to the Participant’s account by the closing price of a Share on the trading day immediately prior to the applicable payment date (or, in the event of a Single Trigger CIC Earned Award, Single Trigger CIC Pro Rata Target Award or Single Trigger CIC Full Target Award, by the closing price of a Share on the last trading day immediately prior to effective date of the Change in Control).

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The Company shall pay all original issue or transfer taxes and all fees and expenses incident to the delivery of any Shares to the Participant.

6. Additional Terms and Conditions of Award.

(a) Nontransferability of Award. Performance Shares are not transferable except by will or the laws of descent and distribution.

(b) Required Tax Payments and Withholding Shares. The Participant shall pay to the Company all applicable federal, state, local or other taxes, domestic or foreign, with respect to the Award (the “Required Tax Payments”). Unless other arrangements are made with the consent of the Company, all Required Tax Payments will be satisfied by the Company withholding Shares otherwise to be delivered to the Participant, having a Fair Market Value on the date the tax is to be determined, sufficient to make the Required Tax Payments. The Company shall withhold the whole number of Shares sufficient to make the Required Tax Payments and shall make a cash payment to the Participant for the difference between the Fair Market Value of the Shares withheld and the Required Tax Payments on the payment date specified in Section 4 above (but if this would cause adverse accounting then one less Share shall be withheld, and the Participant shall provide the additional withholding that is required in cash).

(c) Compliance with Applicable Laws. If the listing, registration or qualification of Shares upon any securities exchange or under any law, or the consent or approval of any governmental body, or the taking of any other action is necessary in connection with the delivery of Shares hereunder, the Shares shall not be delivered, in whole or in part, unless such listing, registration, qualification, consent or approval shall have been effected or obtained, free of any conditions not acceptable to the Company. The Company agrees to use reasonable efforts to effect or obtain any such listing, registration, qualification, consent or approval. As a further condition precedent to the delivery of any Shares hereunder, the Participant shall comply with all regulations and requirements of any applicable regulatory authority and shall execute any documents that the Company shall in its sole discretion deem necessary or advisable. The Committee shall be permitted to amend this Agreement in its discretion to the extent the Committee determines that such amendment is necessary or desirable to achieve compliance with the Dodd-Frank Wall Street Reform and Consumer Protection Act and the guidance thereunder.

(d) Agreement Subject to the Plan. This Agreement is subject to the provisions of the Plan and shall be interpreted in accordance with the Plan. The Participant acknowledges receipt of a copy of the Plan.

7. Miscellaneous Provisions.

(a) Meaning of Certain Terms. As used herein, the term “vest” shall mean no longer subject to forfeiture. References in this Agreement to sections of the Code shall be deemed to refer to any successor section of the Code or any successor internal revenue law.

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(b) Successors. This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company and any person or persons who shall, upon the death of the Participant, acquire any rights hereunder in accordance with this Agreement or the Plan.

(c) Notices. All notices, requests or other communications provided for in this Agreement shall be made, if to the Company, to the Company or its designated representative at corporate headquarters in Stamford, Connecticut, Attention: Human Resources, and if to the Participant, to the address set forth for the Participant on the records of the Company or to the Participant’s e-mail or other electronic address with the Company. All notices, requests or other communications provided for in this Agreement shall be made in writing by (a) personal delivery, (b) facsimile with confirmation of receipt, (c) e-mail or other electronic transmission to the Participant, (d) mailing in the United States mails, or (e) by express courier service. The notice, request or other communication shall be deemed to be received upon personal delivery, confirmation of receipt of facsimile transmission, one day after sending an e-mail or other electronic transmission to the Participant, or receipt by the party entitled thereto if by United States mail or express courier service; provided, however, that if a notice, request or other communication is not received during regular business hours, it shall be deemed to be received on the next succeeding business day of the Company.

(d) Reform by Court or Severability. In the event that any provision of this Agreement is deemed by a court to be broader than permitted by applicable law, then such provision shall be reformed (or otherwise revised or narrowed) so that it is enforceable to the fullest extent permitted by applicable law. If any provision of this Agreement shall be declared by a court to be invalid or unenforceable to any extent, the validity or enforceability of the remaining provisions of this Agreement shall not be affected.

(e) Section 409A.

(i) Except as provided in the next sentence, the Award shall be administered as subject to Code section 409A and in compliance with Code section 409A and the Department of Treasury regulations and other guidance thereunder (collectively, “409A and Related Guidance”). If the Company determines that the Participant is not subject to Code section 409A (for example, because the Participant is not and will not be subject to taxation under the Code at all times relevant to this Award), the Award shall be administered as exempt from Code section 409A.

(ii) Compliance with 409A and Related Guidance shall include the following: (A) any provisions of this Agreement that provide for payment of compensation that is subject to Code section 409A and that has vesting and payment triggered by the Participant’s termination of employment shall be deemed to provide for vesting and payment that is triggered only by the Participant’s “separation from service” within the meaning of Treasury Regulation Section §1.409A-1(h) (a “409A Separation from Service”), (B) if the Participant is a “specified employee” within the meaning of Treasury Regulation Section §1.409A-1(i) on the date of his or her 409A Separation from Service (with such status determined by the Company in accordance with rules established by the Company in writing in advance of the “specified employee identification date” that relates to the date of such separation from service or, in the absence of such rules established by the Company, under the default rules for identifying specified employees

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under Treasury Regulation Section 1.409A-1(i)), such compensation shall be paid to the Participant six months following the date of such 409A Separation from Service (provided, however, that if the Participant dies after the date of such 409A Separation from Service, this six-month delay shall not apply from and after the date of the Participant’s death), and (C) to the extent necessary to comply with Code section 409A, the definition of change in control that applies under Code section 409A shall apply under this Agreement to the extent that it is more restrictive than the definition of Change in Control that would otherwise apply. In any case, where payment is delayed under clause (B) of the preceding sentence, payment of the portion of the Award that was vested on the date of the Separation from Service shall be paid on the date applicable under clause (B), with the payment determined as if such date were the applicable payment date under Section 4. The Participant acknowledges and agrees that the Company has made no representation regarding the tax treatment of any payment under this Agreement and, notwithstanding anything else in this Agreement, that the Participant is solely responsible for all taxes due with respect to any payment under this Agreement.

(f) Governing Law. This Agreement, the Award and all determinations made and actions taken pursuant hereto and thereto, to the extent not otherwise governed by the laws of the United States, shall be construed in accordance with and governed by the laws of the State of New York without giving effect to conflicts of laws principles.

(g) Personal Data. By accepting the Award, the Participant has voluntarily consented to the collection, use, processing and transfer of personal data about the Participant, including the Participant’s name, home address and telephone number, date of birth, social security or insurance number or other employee identification number, salary, nationality, job title, details of the Award for the purpose of managing and administering the Plan (“Data”). The Company and/or its subsidiaries and affiliates will transfer Data amongst themselves as necessary for the purpose of implementation, administration and management of the Participant’s participation in the Plan, and the Company and/or any of its subsidiaries and affiliates may each further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan.

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

By:

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Exhibit A

This table summarizes certain key provisions of the Performance Share Agreement. If there is a conflict between the table and the Performance Share Agreement, the terms of the Performance Share Agreement will prevail.

Vesting Date	Distribution Date1
February     , 20     (if the participant is still employed on that date). This is the standard vesting date for all participants. The other vesting dates below are special situations that may, or may not, apply to a participant depending on the circumstances. Name of vested award: EARNED AWARD (calculated based on actual results)	Distribute on February     , 20    . Distribute in Shares.
Employment Termination due to Death on or after January 1, 20    and before February     , 20    : The award will vest on the date on which the Committee determines the number of Performance Shares payable with respect to the Earned Award. Name of vested award: PRO RATA EARNED AWARD (calculated based on actual results)	Distribute on February     , 20     (or if a Change in Control2 occurs before February     , 20    , on the date of the Change in Control). Distribute in Shares (or in cash if a Change in Control occurs prior to distribution in circumstances that result in single trigger distributions for participants who are still employed at the time of the Change in Control).
Employment Termination due to Disability or Retirement on or after January 1, 20    and before February     , 20    : The award will vest on the date on which the Committee determines the number of Performance Shares payable with respect to the Earned Award. For Retirement, vesting is contingent on the participant’s compliance with non-competition restrictions through February     , 20    . Name of vested award: PRO RATA EARNED AWARD (calculated based on actual results)	Distribute on February     , 20     (or if a Change in Control2 occurs before February     , 20    , on the date of the Change in Control). Distribute in Shares (or in cash if a Change in Control occurs prior to distribution in circumstances that result in single trigger distributions for participants who are still employed at the time of the Change in Control). If the participant terminates employment due to Disability or Retirement after the date on which the Committee makes its determinations but before February     , 20    , distribution will be triggered by the termination of employment. In that case, the distribution must be delayed until six months following the date of employment termination under the Section 409A six-month delay rule.3

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Vesting Date	Distribution Date1
Change in Control – termination without “cause” or resignation for “good reason.” Name of vested award: DOUBLE TRIGGER CIC EARNED AWARD (calculated based on actual results) or DOUBLE TRIGGER CIC TARGET AWARD (calculated based on greater of target or actual results determined at time of Change in Control)	Distribute six months following the date of employment termination under the Section 409A six-month delay rule.3 Distribute in Shares.
Change in Control – award is not assumed or replaced and/or surviving company is not publicly traded. Name of vested award: SINGLE TRIGGER CIC EARNED AWARD (calculated based on actual results) or SINGLE TRIGGER CIC PRO RATA TARGET AWARD (calculated based on greater of target or actual results determined at time of Change in Control) or SINGLE TRIGGER CIC FULL TARGET AWARD (calculated based on greater of target or actual results determined at time of Change in Control)	Distribute on the date of the Change in Control.2 Distribute in cash.

¹  The possible distribution dates are (i) February     , 20    , (ii) the date of a Section 409A Change in Control and (iii) the date of the participant’s employment termination. Technically, the award must be distributed on each of these dates, to the extent vested. However, since there will be only one vesting trigger for a participant, as a practical matter, the award will be paid on the first of these dates that occurs after the award vests.

²  The Change in Control must meet the Section 409A definition of “Change in Control” in order for the Change in Control to be a distribution trigger. If the Change in Control does not meet this definition, the award will be paid on the first to occur of February     , 20    , or the date of the participant’s termination of employment.

³  It is assumed that all participants who receive these awards will be subject to the six-month delay due to their positions with Starwood. This will be confirmed, however, at the time of any employment termination that triggers distribution.

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EX-10.25

Exhibit 10.25

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

RESTRICTED STOCK AWARD—CEO/EVP

LEGAL AWARD AGREEMENT

(GRANTED                     , 2013 PURSUANT TO THE

2004 LONG-TERM INCENTIVE COMPENSATION PLAN)

Pursuant to the provisions of the Starwood Hotels & Resorts Worldwide, Inc. 2004 Long-Term Incentive Compensation Plan (the “Plan”), Starwood Hotels & Resorts Worldwide, Inc., a Maryland corporation (the “Company”), has granted to the individual (the “Participant”) named in the award notification (the “Award Notification”) as of the date set forth in the Award Notification (the “Grant Date”), a Restricted Stock Award (the “Award”), upon and subject to the restrictions, terms and conditions set forth in the Plan and this agreement (the “Agreement”). References to employment with the Company shall include employment with a subsidiary or affiliate of the Company. Capitalized terms not defined herein shall have the meanings specified in the Plan.

1. Award Subject to Acceptance. The Award shall be accepted by the Participant unless the Participant notifies the Company in writing by the date specified in the Award Notification. If the Participant chooses not to accept the Award, the Award will be immediately cancelled.

2. Rights as a Stockholder.

(a) Voting. The Participant shall have the right to vote the Shares comprising the Award during the Restriction Period (as defined in Section 4).

(b) Dividends and Other Distributions. If any dividends are paid or other distributions are made on the Shares comprising the Award during the Restriction Period (as defined in Section 4), such dividends and other distributions shall be credited for the account of the Participant. The dividends and other distributions credited for the account of the Participant with respect to a portion of the Award that becomes vested in accordance with Section 4 or Section 5 shall be paid to the Participant, without interest, at the time specified in Section 6. The Participant will forfeit any dividends and other distributions credited for the account of the Participant with respect to any portion of the Award that does not vest under Section 4 or Section 5.

3. Custody of Unvested Awards. The Shares comprising the Award shall be registered to, or held by, the Company or its nominee in certificated or uncertificated form until the Award vests in accordance with Section 4 or Section 5.

4. Restriction Period and Vesting.

(a) In General. The Award shall vest as set forth in the Award Notification, subject to the special vesting rules specified in subsections (b), (c), and (d) below. The period of time from the Grant Date until the Award vests is referred to as the “Restriction Period.” If portions of the Award vest at different times, the Restriction Period shall be determined separately for each such portion.

(b) Disability or Death. If the Participant terminates employment with the Company by reason of Disability or death on or after the six month anniversary of the Grant Date and before the Award has become fully vested, the Participant shall become vested in the portion of the Award that has not previously become vested on the date of such termination of employment. The effective date of a Participant’s Disabled status shall be the date as of which the Participant is determined to be Disabled pursuant to the terms of the Plan. The Committee has the sole discretion to determine whether the Participant has terminated employment with the Company by reason of Disability. If the Participant’s employment with the Company terminates by reason of Disability or death prior to the six month anniversary of the Grant Date, the Participant shall forfeit any unvested portion of the Award.

(c) Retirement. If the Participant terminates employment with the Company by reason of Retirement (as defined below) on or after the six month anniversary of the Grant Date and before the Award has become fully vested, the Participant will continue to vest in the Award following Retirement in accordance with the vesting schedule set forth in the Award Notification, conditioned upon and subject to the Participant’s compliance with following restriction: the Participant will forfeit the portion of the Award that is not vested if, prior to the date on which the Award becomes fully vested, the Participant accepts any employment, assignment, position or responsibility, or acquires any ownership interest (other than holding and making investments in common equity securities of any corporation, limited partnership or other entity that has its common equity securities traded in a generally recognized market, provided such equity interest does not exceed 5% of the outstanding shares or equity interests in such corporation, limited partnership or other entity) which involves the Participant’s participation in a hotel and leisure company engaged in the operation of owned hotels, management of hotels, franchising hotels, development and operation of vacation ownership resorts or the marketing and selling of vacation ownership interests, in each such case (A) in a state within 500 miles of the Participant’s last (or immediately prior) worksite for the Company, (B) in the country in which the Participant worked for the Company, (C) in such country and any other country in which the Company does any of the enumerated acts, or (D) in any country of the world. A Participant shall be considered to have terminated employment due to “Retirement” if the Participant is at least age 55 and has completed at least five years of continuous employment with the Company and has a combination of age plus years of continuous employment with the Company of at least 65 as of the date of the Participant’s termination of employment.

(d) Change in Control. Subject to Section 5 below, if the Participant’s employment with the Company or the surviving entity terminates following a Change in Control and prior to the date on which the Award becomes fully vested, other than (I) by reason of the Participant’s death, Disability or Retirement, (II) by the Company for Cause, or (III) by the Participant without Good Reason, the Participant shall become vested in the portion of the Award that has not previously become vested on the date of the Participant’s termination of employment with the Company. The Committee shall determine whether a Change in Control has occurred, and such determination shall be conclusive and binding upon the Company and the Participant. For purposes of this Section 2(d), the Participant’s employment shall be deemed to have been terminated following a Change in Control by the Company without Cause or by the Participant with Good Reason, if (1) the Participant’s employment is terminated by the Company without Cause prior to a Change in Control (whether or not a Change in Control ever occurs) and such termination was at the request or direction of a Person who has entered into an agreement with

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the Company the consummation of which would constitute a Change in Control (an “Acquiring Person”), (2) the Participant terminates his employment for Good Reason prior to a Change in Control (whether or not a Change in Control ever occurs) and the circumstance or event which constitutes Good Reason occurs at the request or direction of an Acquiring Person, or (3) the Participant’s employment is terminated by the Company without Cause or by the Participant for Good Reason and such termination or the circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs). For purposes of any determination regarding the applicability of the immediately preceding sentence, any position taken by the Participant shall be presumed to be correct unless the Company establishes to the Board by clear and convincing evidence that such position is not correct.

(e) Other Termination of Employment. Subject to Section 5 below, if the Participant’s employment terminates for any reason other than as specified in subsections (b), (c) or (d) above, the Participant shall forfeit automatically the portion of the Award that is not vested on the date of the Participant’s termination of employment.

(f) Definition of Cause. For purposes of subsection (d), “Cause” for termination by the Company of the Participant’s employment shall mean (1) the willful and continued failure by the Participant to substantially perform the Participant’s duties with the Company after a written demand for substantial performance is delivered to the Participant by the Board, which demand specifically identifies the manner in which the Board believes that the Participant has not substantially performed the Participant’s duties, and the Participant has not cured any such failure (which is capable of being cured) in all material respects within ten (10) days of receiving such written demand, or (2) the willful engaging by the Participant in conduct which is demonstrably and materially injurious to the Company or its subsidiaries, monetarily or otherwise. For purposes of clauses (1) and (2) of this definition, (I) no act, or failure to act, on the Participant’s part shall be deemed “willful” unless done, or omitted to be done, by the Participant not in good faith and without reasonable belief that the Participant’s act, or failure to act, was in the best interest of the Company, and (II) in the event of a dispute concerning the application of this provision, no claim by the Company that Cause exists shall be given effect unless the Company establishes to the Board by clear and convincing evidence that Cause exists.

(g) Definition of Good Reason. For purposes of subsection (d), “Good Reason” for termination by the Participant of the Participant’s employment shall mean the occurrence (without the Participant’s express written consent) after any Change in Control, or prior to a Change in Control under the circumstances described in clauses (2) and (3) of the third sentence of subsection (d) (treating all references in subparagraphs (i) through (vi) below to a “Change in Control” as references to a “Potential Change in Control”), of any one of the following acts by the Company, or failures by the Company to act, unless, in the case of any act or failure to act described in subparagraph (i), (v), (vi) or (vii) below, such act or failure to act is corrected prior to the date of the Participant’s termination of employment:

(i) the assignment to the Participant of any duties inconsistent with the Participant’s status as a senior officer of the Company or a substantial adverse alteration in the nature or status of the Participant’s responsibilities from those in effect immediately prior to the Change in Control;

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(ii) a reduction by the Company in the Participant’s annual base salary as in effect on the date hereof or as the same may be increased from time to time;

(iii) the relocation of the Participant’s principal place of employment to a location more than 35 miles from the Participant’s principal place of employment immediately prior to the Change in Control or the Company’s requiring the Participant to be based anywhere other than such principal place of employment (or permitted relocation thereof) except for required travel on the Company’s business to an extent substantially consistent with the Participant’s present business travel obligations;

(iv) the failure by the Company to pay to the Participant any portion of the Participant’s current compensation, or to pay to the Participant any portion of an installment of deferred compensation under any deferred compensation program of the Company, within seven (7) days of the date such compensation is due;

(v) either (I) the failure by the Company to continue in effect any compensation plan in which the Participant participates immediately prior to the Change in Control which is material to the Participant’s total compensation, including but not limited to the Company’s stock option, bonus and other plans or any substitute plans adopted prior to the Change in Control, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or (II) the failure by the Company to continue the Participant’s participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount or timing of payment of benefits provided and the level of the Participant’s participation relative to other participants, as existed immediately prior to the Change in Control;

(vi) the Company’s (I) failure to continue to provide the Participant with benefits substantially similar to those enjoyed by the Participant under any of the Company’s pension, savings, life insurance, medical, health and accident, or disability plans in which the Participant was participating immediately prior to the Change in Control, (II) taking of any other action which would directly or indirectly materially reduce any of such benefits or deprive the Participant of any material fringe benefit enjoyed by the Participant at the time of the Change in Control, or (III) failure to provide the Participant with the number of paid vacation days to which the Participant is entitled on the basis of years of service with the Company in accordance with the Company’s normal vacation policy or any employment agreement in effect at the time of the Change in Control;

(vii) any purported termination of the Participant’s employment (other than by reason of death) which is not communicated by a written notice from the Company to the Participant that (I) indicates the specific termination provision in this Agreement relied upon and sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Participant’s employment under the provisions indicated and, for a termination for Cause, that includes a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire membership of the Board at a meeting of the Board which was called and held for the purpose of considering

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such termination (after reasonable notice to the Participant and an opportunity for the Participant, together with the Participant’s counsel, to be heard before the Board) finding that, in the good faith opinion of the Board, the Participant was guilty of conduct set forth in clause (1) or (2) of the definition of Cause herein, and specifying the particulars thereof in detail, and (II) that is mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the Participant at the most recent address furnished in writing by the Participant to the Company or is delivered to such address; or

(viii) Failure of the surviving entity in the Change in Control, on or prior to the effective date of the Change in Control, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform the Agreement it if the Change in Control had not taken place.

The Participant’s right to terminate employment for Good Reason shall not be affected by the Participant’s incapacity due to physical or mental illness. The Participant’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder.

For purposes of any determination regarding the existence of Good Reason, any claim by the Participant that Good Reason exists shall be presumed to be correct unless the Company establishes to the Board by clear and convincing evidence that Good Reason does not exist.

(h) Definition of Potential Change in Control. For purposes of subsection (g), a “Potential Change in Control” shall be deemed to have occurred if the event set forth in any one of the following subparagraphs shall have occurred:

(i) the Company enters into an agreement, the consummation of which would result in the occurrence of a Change in Control;

(ii) the Company or any Person publicly announces an intention to take or to consider taking actions which, if consummated, would constitute a Change in Control;

(iii) any Person becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 15% or more of either the then outstanding shares of common stock of the Company or the combined voting power of the Company’s then outstanding securities (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its affiliates); or

(iv) the Board adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control has occurred.

(i) Definition of Person. For purposes of paragraph (h), “Person” shall have the meaning given in Section 3(a)(9) of the Securities Exchange Act of 1934, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (I) the Company or any of its subsidiaries, (II) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its affiliates (within the meaning set forth in Rule 12b-2 promulgated under Section 12 of the Securities Exchange Act of 1934), (III) an underwriter temporarily holding securities pursuant to an offering of such securities, or (IV) a corporation

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owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.

5. Change in Control in Which Company Ceases to be Separate Publicly-Traded Entity and Award is not Assumed by Surviving Entity. Notwithstanding Section 4(d) above, if the Company undergoes a Change in Control and the Participant is employed with the Company on the effective date of the Change in Control, and either (i) the common stock of the surviving entity in the Change in Control (whether the Company or another entity) is not traded on an established securities market immediately following the effective date of the Change in Control, or (ii) an entity other than the Company is the surviving entity in the Change in Control, the common stock of such surviving entity is traded on an established securities market immediately following the effective date of the Change in Control, and such surviving entity does not assume or continue the Award or replace the Award with an award of equivalent value and comparable terms, then the Participant shall vest in a pro rata portion of the Award that has not previously become vested and shall forfeit the remainder of portion of the Award that has not previously become vested. The portion of the Award that shall become vested shall be determined by multiplying the number of Shares comprising the portion of the Award that has not previously become vested by a fraction, the numerator of which is the total number of calendar days during which the Participant was employed by the Company during the period beginning on the Grant Date and ending on the effective date of the Change in Control and the denominator of which is 1095, rounded down to the nearest whole number of Shares.

The Committee shall determine whether a Change in Control has occurred, and such determination shall be conclusive and binding upon the Company and the Participant.

6. Payment. On each of the following dates, the dividends and other distributions credited to the account of the Participant pursuant to Section 2(b) with respect to the vested portion of the Award as of such date (if any, less any such amounts which became vested and were paid on an earlier date) shall be paid to the Participant:

(a) Each of the vesting dates specified in the Award Notification;

(b) The date of the Participant’s death;

(c) The date of the Participant’s termination of employment; and

(d) The effective date of a Change in Control.

To the extent that the dividends or other distributions payable to the Participant were credited to the Participant’s account in the form of cash, the Company shall make such payment in cash. Except as provided in the immediately following sentence, to the extent that the dividends or other distributions payable to the Participant were credited to the Participant’s account in the form of Shares, the Company shall make such payment by causing its designated broker to credit an account for the Participant with a number of Shares equal to the number of Shares that became payable on such date, rounded down to the next highest whole number of Shares, and shall make payment of any fractional Share in cash with the amount of cash determined by multiplying the percentage of a whole Share comprising such fractional share by the closing

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price of a Share on the trading day immediately prior to the applicable payment date (or, in the event of payment made on account of Change in Control, by the closing price of a Share on the last trading day immediately prior to effective date of the Change in Control). To the extent that the dividends or other distributions payable to the Participant were credited to the Participant’s account in the form of Shares and payment is made on or after the occurrence of a Change in Control in circumstances in which Section 5 would have been applicable had the Participant still been employed with the Company on the effective date of the Change in Control, the Committee shall make such payment in cash and shall determine the amount of cash by multiplying the number of Shares so credited to the Participant’s account by the closing price of a Share on the last trading day immediately prior to effective date of the Change in Control. The Company shall pay all original issue or transfer taxes and all fees and expenses incident to the delivery of any Shares to the Participant.

7. Additional Terms and Conditions of Award.

(a) Nontransferability of Award. The Award is not transferable except by will or the laws of descent and distribution.

(b) Required Tax Payments and Withholding Shares. The Participant shall pay to the Company all applicable federal, state, local or other taxes, domestic or foreign, with respect to the Award (the “Required Tax Payments”). Unless other arrangements are made with the consent of the Company, all Required Tax Payments will be satisfied by the Company withholding Shares otherwise to be delivered to the Participant, having a Fair Market Value on the date the tax is to be determined, sufficient to make the Required Tax Payments. The Company shall withhold the whole number of Shares sufficient to make the Required Tax Payments and shall make a cash payment to the Participant for the difference between the Fair Market Value of the Shares withheld and the Required Tax Payments on the date on which the portion of the Award giving rise to the Required Tax Payments becomes vested or, in the case of dividends and other distributions payable under Section 6, on the date on which such amounts giving rise to the Required Tax Payments are paid (but if this would cause adverse accounting then one less Share shall be withheld, and the Participant shall provide the additional withholding that is required in cash).

(c) Compliance with Applicable Laws. If the listing, registration or qualification of the Shares comprising the Award upon any securities exchange or under any law, or the consent or approval of any governmental body, or the taking of any other action is necessary in connection with the vesting of the Award or the delivery of Shares hereunder, the Award shall not vest or the Shares shall not be delivered, in whole or in part, unless such listing, registration, qualification, consent or approval shall have been effected or obtained, free of any conditions not acceptable to the Company. The Company agrees to use reasonable efforts to effect or obtain any such listing, registration, qualification, consent or approval. As a further condition precedent to the delivery of Shares comprising any portion of the Award that becomes vested pursuant to Section 4 or Section 5 above, the Participant shall comply with all regulations and requirements of any applicable regulatory authority and shall execute any documents that the Company shall in its sole discretion deem necessary or advisable. The Committee shall be permitted to amend this Agreement in its discretion to the extent the Committee determines that such amendment is

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necessary or desirable to achieve compliance with the Dodd-Frank Wall Street Reform and Consumer Protection Act and the guidance thereunder.

(d) Agreement Subject to the Plan. This Agreement is subject to the provisions of the Plan and shall be interpreted in accordance with the Plan. The Participant acknowledges receipt of a copy of the Plan.

8. Miscellaneous Provisions.

(a) Meaning of Certain Terms. As used herein, the term “vest” shall mean no longer subject to forfeiture. References in this Agreement to sections of the Code shall be deemed to refer to any successor section of the Code or any successor internal revenue law.

(b) Successors. This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company and any person or persons who shall, upon the death of the Participant, acquire any rights hereunder in accordance with this Agreement or the Plan.

(c) Notices. All notices, requests or other communications provided for in this Agreement shall be made, if to the Company, to the Company or its designated representative at corporate headquarters in Stamford, Connecticut, Attention: Human Resources, and if to the Participant, to the address set forth for the Participant on the records of the Company or to the Participant’s e-mail or other electronic address with the Company. All notices, requests or other communications provided for in this Agreement shall be made in writing by (a) personal delivery, (b) facsimile with confirmation of receipt, (c) e-mail or other electronic transmission to the Participant, (d) mailing in the United States mails, or (e) by express courier service. The notice, request or other communication shall be deemed to be received upon personal delivery, confirmation of receipt of facsimile transmission, one day after sending an e-mail or other electronic transmission to the Participant, or receipt by the party entitled thereto if by United States mail or express courier service; provided, however, that if a notice, request or other communication is not received during regular business hours, it shall be deemed to be received on the next succeeding business day of the Company.

(d) Reform by Court or Severability. In the event that any provision of this Agreement is deemed by a court to be broader than permitted by applicable law, then such provision shall be reformed (or otherwise revised or narrowed) so that it is enforceable to the fullest extent permitted by applicable law. If any provision of this Agreement shall be declared by a court to be invalid or unenforceable to any extent, the validity or enforceability of the remaining provisions of this Agreement shall not be affected.

(e) Section 409A. Except as provided in paragraph (i) below, it is intended, and this Agreement shall be construed, so that the Shares comprising the Award shall be exempt from Code section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(6) and all other compensation payable under this Agreement shall be exempt from Code section 409A pursuant to the exception for short-term deferrals. Accordingly, to maximize the potential application of the exception for short-term deferrals, each payment under the Agreement that is separately determined and payable (for example, each individual dividend or distribution provided for by Section 2(b)) shall be considered a separate payment for purposes of Code section 409A.

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(i) If any compensation payable under this Agreement constitutes deferred compensation within the meaning of Code section 409A (for example, because a delay in making payment causes the short-term deferral exception to not apply, or because the scheduled time of payment pursuant to Section 2(b) does not permit the short-term deferral exception to apply to one or more such payments, and provided in any such case that the Participant is subject to taxation under the Code), such compensation shall comply with the requirements of Code section 409A and the Department of Treasury regulations and other guidance thereunder (collectively, “409A and Related Guidance”).

(ii) To the extent that Code section 409A is applicable to the Award under the terms of paragraph (i) above, compliance with 409A and Related Guidance shall include the following: (A) any provisions of this Agreement that provide for payment of compensation that is subject to Code section 409A under paragraph (i) above and that has vesting and payment triggered by the Participant’s termination of employment shall be deemed to provide for vesting and payment that is triggered only by the Participant’s “separation from service” within the meaning of Treasury Regulation Section §1.409A-1(h) (a “409A Separation from Service”), (B) if the Participant is a “specified employee” within the meaning of Treasury Regulation Section §1.409A-1(i) on the date of his or her 409A Separation from Service (with such status determined by the Company in accordance with rules established by the Company in writing in advance of the “specified employee identification date” that relates to the date of such separation from service or, in the absence of such rules established by the Company, under the default rules for identifying specified employees under Treasury Regulation Section 1.409A-1(i)), such compensation shall be paid to the Participant six months following the date of such 409A Separation from Service (provided, however, that if the Participant dies after the date of such 409A Separation from Service, this six-month delay shall not apply from and after the date of the Participant’s death), and (C) to the extent necessary to comply with Code section 409A, the definition of change in control that applies under Code section 409A shall apply under this Agreement to the extent that it is more restrictive than the definition of Change in Control that would otherwise apply. In any case, where payment is delayed under clause (B) of the preceding sentence, payment of the portion of the Award that was vested on the date of the Separation from Service shall be paid on the date applicable under clause (B), with the payment determined as if such date were the applicable payment date under Section 6. The Participant acknowledges and agrees that the Company has made no representation regarding the tax treatment of any payment under this Agreement and, notwithstanding anything else in this Agreement, that the Participant is solely responsible for all taxes due with respect to any payment under this Agreement.

(f) Governing Law. This Agreement, the Award and all determinations made and actions taken pursuant hereto and thereto, to the extent not otherwise governed by the laws of the United States, shall be construed in accordance with and governed by the laws of the State of New York without giving effect to conflicts of laws principles.

(g) Personal Data. By accepting the Award, the Participant has voluntarily consented to the collection, use, processing and transfer of personal data about the Participant, including the

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Participant’s name, home address and telephone number, date of birth, social security or insurance number or other employee identification number, salary, nationality, job title, details of the Award for the purpose of managing and administering the Plan (“Data”). The Company and/or its subsidiaries and affiliates will transfer Data amongst themselves as necessary for the purpose of implementation, administration and management of the Participant’s participation in the Plan, and the Company and/or any of its subsidiaries and affiliates may each further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan.

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

By:

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EX-10.51

Exhibit 10.51

August 27, 2012

Mr. Sergio Rivera

381 Virginia Drive

Winter Park, FL 32789

Dear Sergio,

We are delighted to confirm to you our offer of promotion within Starwood Hotels & Resorts Worldwide, Inc. A challenging and fulfilling experience is ahead of you as you become part of a diverse community of great talent that is transforming our organization into the premier leisure and hospitality company in the world.

By signing and returning this letter to the Human Resources Service Center via mail, email or fax, you confirm that this letter accurately sets forth the current understanding between you and the Company regarding the terms of your employment and that you accept and agree to the terms as stated above.

Starwood Hotels & Resorts Worldwide, Inc.

9002 San Marco Court

Orlando, FL 32819

Attention: Human Resources Service Center

Phone: 866-476-6293

Fax: 407-903-4026

Email: HRServiceCenter@starwoodhotels.com

If you have any questions concerning the terms of this offer, please contact Kelly Frank at 203-351-3639.

We look forward to your continued success in your new role.

Sincerely,

/s/ Jeff Cava

Jeff Cava

Executive Vice President, Chief Human Resources Officer

Starwood Hotels & Resorts Worldwide, Inc.

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August 27, 2012

Mr. Sergio Rivera

381 Virginia Drive

Winter Park, FL 32789

Dear Sergio,

We are pleased to offer you a promotion within Starwood Hotels & Resorts Worldwide, Inc (the “Company”) under the terms and conditions stated below:

Start Date:

Subject to the terms of this letter, the effective date of your new assignment with the Company will be July 1, 2012. This offer letter supersedes and replaces the Company’s initial offer letter dated August 27, 2012, in its entirety.

Responsibilities:

Your position will be Co-President, Americas at the Corporate Office in Stamford, CT, and you shall perform such duties and services as are assigned to you by the Company. You initially will report to Frits van Paasschen, President and Chief Executive Officer. The Company reserves the right to and may make changes in your reporting structure, title, position, work location, and job responsibilities at any time and from time to time.

Your normal working hours will initially be between 8:00 a.m. or 9:00 a.m. to 5:00 p.m. or 6:00 p.m., Monday through Friday. You will need to discuss with your Manager the precise normal working hours for your specific role. As an exempt salaried employee, you will be expected to work additional hours as may be required by the nature of your work assignments.

You shall devote your full time and attention to the affairs of the Company and to your job duties, and use your best efforts and abilities to promote the Company’s interests. In performing your duties, you will be expected to comply at all times with all Company policies, procedures and directives as they currently exist or as they may be adopted or changed from time to time.

Base Salary:

Your initial base salary will be paid at the annualized rate of $722,000.00, paid in semi-monthly intervals of $30,083.33, less applicable withholdings, taxes and deductions. Your pay schedule is the 15^th and the last day of each month. The Company generally provides annual performance-based salary reviews for future salary progression. However, a satisfactory performance review does not guarantee a salary increase.

Annual Incentive (Bonus):

You will be eligible to participate in the Company’s Annual Incentive Plan (AIP) or, at the election of the board’s compensation committee, the Annual Incentive Plan for Certain Executives (AIPCE). In either case, your target incentive is 100% of base salary. Your actual incentive award, if any, will be based upon a variety of factors, including Company and division performance, and your achieving specified performance criteria to be established with and

approved by your manager. In the event that changes are made to the incentive plan, the changes will apply to you as they do other similarly situated employees of the Company.

An annual bonus shall not be deemed earned by you until the Company has determined your entitlement to such bonus and only if you are employed by the Company at the time such bonus is payable in accordance with the AIP or AIPCE, as applicable, and Company practices. The Company does not pay pro-rata bonuses upon departure.

Long Term Incentive (Equity Grants):

You will be eligible to participate in the Long Term Incentive Plan (“LTIP”), subject to the terms and conditions of the Plan, as it may be changed from time to time. As a Plan participant, you are eligible for awards of restricted shares of Starwood Hotels & Resorts Worldwide, Inc.’s stock , as determined by the Company in its sole discretion. The actual number of shares granted, if any, will be based upon factors including the Company’s assessment of your job performance.

Off-cycle Equity Grant:

Effective the first day of the month following the Effective Date, you will receive an equity grant under the LTIP having an aggregate value of $300,000.00. The restricted shares will vest 100% on the third anniversary of the grant date and will otherwise be governed by the provisions of the LTIP and the award agreement governing the restricted shares.

Further details will be provided in the award notification and agreement to be delivered to you following the date of the grant.

Benefits:

As you know, the Company offers “StarShare”, a comprehensive array of employee benefit programs. You and your eligible dependents will continue to be covered by these benefits according to your coverage elections currently in effect. in the event that changes are made to any of the benefit plans, programs, or policies, the changes will apply to you as they do other similarly situated employees of the Company.

Relocation:

The Company has selected Graebel Relocation Services to administer our Relocation Program. The Company will pay the reasonable, out-of-pocket costs of relocating your family and household furnishings from Winter Park, FL to Stamford, CT in accordance with the provisions of the Company’s Relocation Program — Plan I Renter. In addition, as part of your relocation package, the Company will provide temporary lodging accommodations for a period of up to six (6) months from arrival. Details of the Company’s Relocation Program are enclosed. To be eligible for reimbursement of relocation benefits, you are required to utilize the services Graebel approved agents or Realtors on both departure and destination.

You will be assigned to a Relocation Consultant at Graebel who will provide you with relocation assistance and referrals to the Graebel approved agents or Realtors in your area. In an effort to fully utilize our relocation benefits and avoid additional tax liability, we ask that you do not begin your relocation process before being contacted by your assigned Graebel Relocation Consultant. Please do not contact agents or Realtors at departure or destination until you have

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spoken with your Consultant. For questions regarding policy benefits or to register a real estate agent with Graebel, please call 1-888-9484330.

If relocation expenses are paid to you or on your behalf, you agree that if you voluntarily resign from the Company or are terminated for cause (as determined by the Company in its discretion) within the one year period following July 1, 2012, you will repay all such relocation expenses, reduced by 1/12 for each full calendar month actually worked. In addition, eligibility for reimbursement of any and all relocation expenses will cease on the last day of employment and any relocation expenses incurred after that date will not be reimbursed by the Company and will be your sole responsibility.

Severance:

In the event that the Company terminates your employment for any reason other than “cause,” the Company will pay to you 12 months of your then current base salary, in a lump sum less all applicable withholdings (the “Severance Payment”), plus an amount equal to 12 times the COBRA charge on the payment date for the type of Company-provided group health plan coverage in effect for you (e.g., family coverage) on the date of your employment termination less the active employee charge for such coverage in effect on the date of your employment termination, in a lump sum less all applicable withholdings (the “COBRA Payment”). The Severance Payment will be subject to and conditioned upon (a) your continuing compliance with the Non-Compete, Non-Solicitation, Confidentiality and Intellectual Property Agreement referred to belowand (b) your payment in full of any outstanding balance, including any and all charges, interest and/or delinquency fees, on your corporate American Express credit card, if one is issued to you, prior to the date upon which payment of the Severance Payment is otherwise due as specified below. In addition, the Company must deliver to you a customary release agreement (the “Release”) on the date of your employment termination, and as a condition to receipt of the Severance Benefit you must (i) sign the Release and return the signed Release to the Company within the following number of days after the date on which the Company delivers the Release to you: 21 days if your termination of employment is not part of a group termination program within the meaning Section 7(f)(1)(F)(ii) of the Age Discrimination in Employment Act of 1967, as amended, and 45 days if your termination is part of such a group termination program (the “Release Period”); and (ii) not revoke the Release within any seven-day revocation period that applies to you under the Age Discrimination in Employment Act of 1967, as amended (the “Revocation Period”). The Company will then pay the Severance Benefit to you in a lump sum 53 days following the date of your termination of employment, except as provided in the section entitled “Section 409A” below. In the event you decline or fail for any reason to timely execute and deliver the Release or you revoke the Release, then you will not be entitled to the Severance Benefit. The Company will pay the COBRA Payment to you within 30 days following the date of your employment termination. You will not be eligible for the Severance Payment or COBRA Payment if you resign from your employment with the Company or if your employment ends due to your death or disability.

For purposes of this paragraph, “cause” shall mean any of the following as determined by the Company in its absolute and sole discretion and judgment: (i) any material breach by you of any of the duties, responsibilities or obligations of your employment, or any of the policies or practices of the Company; (ii) your failure or refusal either to perform, to the Company’s satisfaction, the duties, responsibilities or obligations of your employment, or to follow any

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lawful order or direction by the Company; (iii) any acts or omissions by you that constitute fraud, dishonesty, breach of trust, gross negligence, civil or criminal illegality, or any other conduct or behavior that could subject the Company or any of its affiliates to civil or criminal liability or otherwise adversely affect its and their business, interests or reputation.

Resolution of Disputes:

From time to time, disagreements and misunderstandings may arise concerning your job responsibilities, performance, compensation, benefits or other matters affecting your employment with the Company, or one of its affiliated companies. We hope that we will be able to resolve such matters through normal discussions with your immediate managers or Human Resources representatives.

In the event those efforts fail, you and the Company agree, except as may be prohibited by law or as otherwise excluded by the terms of the attached Mutual Agreement to Arbitrate (Attachment A), to submit any and all disputes relating to or arising out of this offer letter, your employment with the Company or the termination of that employment to final and binding arbitration pursuant to the employment rules then in effect of the American Arbitration Association, which shall be the sole and exclusive remedy for such disputes. Accordingly, you acknowledge and agree that this offer of employment and the benefits provided herein are contingent upon your execution of the Mutual Agreement to Arbitrate provided to you herewith and incorporated herein by reference. In the event that the Mutual Agreement to Arbitrate is determined by a court with appropriate jurisdiction to be unenforceable, you and the Company waive any right to a trial by jury on the claims that otherwise would have been subject to the Mutual Agreement to Arbitrate.

Employment Term:

While the Company looks forward to a long and mutually beneficial relationship with you, you should understand that there is no fixed duration for your employment. In accepting this offer, you acknowledge and agree that your employment with the Company is at will, and may be terminated by you or the Company at any time, with or without notice and for any or no reason. By signing below, you acknowledge that except for this letter and the enclosed attachments, there is nothing in writing between you and the Company concerning this offer of employment or your prospective employment. You further acknowledge and agree that nothing in this letter guarantees employment for any definite or specific term or duration or any particular level or type of benefits or compensation.

Other Conditions and Obligations:

You acknowledge that you are not subject to any currently effective employment contract, or any other contractual or other binding obligations pursuant to which your employment or employment activities with or on behalf of the Company may be subject to any restrictions. Restrictions include, without limitation, any agreements or other obligations or documents relating to non-competition, confidentiality, trade secrets, proprietary information or works for hire. By signing this letter, you represent to the Company that there are no agreements or arrangements, whether written or oral, in effect that would prevent or conflict with your full performance of your employments duties and responsibilities to us.

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As a further condition of this offer and your right to receive any of the benefits detailed herein, you agree to execute and be bound by the Non-compete, Non-solicitation, Confidentiality and Intellectual Property Agreement attached hereto (Attachment B) and incorporated herein by reference.

No Other Assurances:

You acknowledge that in deciding to sign this offer, you have not relied on any promises, commitments, statements or representations, whether spoken or in writing, made to you by any representative of the Company, except for what is expressly stated herein. This offer replaces and cancels all previous agreements, commitments, and understandings whether spoken or written, if any, that the Company or any representative of the Company may have made in connection with your employment, with the exception of(i) the amended and restated Severance Agreement entered into between you and the Company in December 2008 and again amended and restated as of the date of this offer letter, (ii) and any award agreements outstanding under the LTIP in effect on the date of this letter. You also acknowledge that this offer is intended as written, and that no marginal notations or other revisions to either this offer letter, the Mutual Agreement to Arbitrate, or the Non-compete, Non-solicitation, Confidentiality and Intellectual Property Agreement are binding on the Company unless expressly consented to in writing by the Executive Vice President, Human Resources or the General Counsel of Starwood Hotels & Resorts Worldwide, Inc. This offer shall be construed, governed by and enforced in accordance with the laws of the State of New York without regard to its conflicts of laws principles.

Section 409A:

This letter agreement will be construed and administered to preserve the exemption from Section 409A of payments that qualify as short-term deferrals pursuant to Treas. Reg. §1.409A-1(b)(4) or that qualify for the two-times compensation exemption of Treas. Reg. §1.409A-1(b)(9)(iii). With respect to any amounts that are subject to Section 409A, it is intended, and this Agreement will be so construed, that such amounts and the Company’s exercise of authority or discretion hereunder shall comply with the provisions of Section 409A so as not to subject you to the payment of interest and additional tax that may be imposed under Section 409A. For purposes of any payment in this Agreement that is subject to Section 409A and triggered by your “termination of employment”, (i) “termination of employment” shall have the same meaning as “separation from service” under Section 409A(a)(2)(A)(i) of the Code, and (ii) in the event you are a “specified employee” on the date of your termination of employment (with such status determined by the Company in accordance with rules established by the Company in writing in advance of the “specified employee identification date” that relates to the date of your termination of employment or, if later, by December 31, 2008, or in the absence of such rules established by the Company, under the default rules for identifying specified employees under Section 409A), any payment that is subject to Section 409A, such payment shall not be paid earlier than six months after such termination of employment (if you die after the date of your termination of employment but before any payment has been made, such remaining payments that were or could have been delayed will be paid to your estate without regard to such six-month delay). Notwithstanding any provision to the contrary in this letter, to the extent that any expense reimbursement provided for by this letter does not qualify for exclusion from Federal income taxation, the Company will make the reimbursement to you no later than December 31 of the calendar year following the calendar year in which the expense was incurred; the amount of expenses eligible for such reimbursement during a calendar year will not affect the amount of

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expenses eligible for such reimbursement in another calendar year; and your right to such reimbursement is not subject to liquidation or exchange for another benefit from the Company. You acknowledge and agree that the Company has made no representation to you as to the tax treatment of the compensation and benefits provided pursuant to this Agreement and that you are solely responsible for all taxes due with respect to such compensation and benefits.

By signing and returning this letter, you confirm that this letter accurately sets forth the current understanding between you and the Company regarding the terms of your employment and that you accept and agree to the terms as stated above.

Very truly yours,

/s/ Jeff Cava

Jeff Cava

Executive Vice President, Chief Human Resources Officer

Starwood Hotels & Resorts Worldwide, Inc.

Divisional Head of HR : /s/ Kelly Frank

Enclosures:         Mutual Agreement to Arbitrate (Attachment A) Non-Compete, Non-solicitation, Confidentiality and Intellectual Property Agreement attached hereto     (Attachment B) List of Competing Businesses (Attachment 1) Relocation Plan

cc: Personnel File

ACCEPTED AND AGREED TO:

Dated:11/27/2012	/s/ Sergio Rivera
	Sergio Rivera

Created by: HR Service Center

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Attachment A

MUTUAL AGREEMENT TO ARBITRATE

In order to gain the benefits of a speedy, impartial, and cost-effective dispute resolution procedure, and for good and valid consideration as covenanted below and in addition to any other consideration, and intending to be legally bound, Starwood Hotels & Resorts Worldwide, Inc (“Company”) and I hereby agree that, except as otherwise provided herein, all disputes and claims for which a court otherwise would be authorized by law to grant relief, in any manner, that I may have, now or in the future, during or after my employment with the Company, of any and every kind or nature whatsoever with or against the Company, any of the Company’s affiliated, subsidiary or parent companies, partners, joint venturers, owners of properties the Company manages, and/or any of its or their directors, officers, employees or agents , or any disputes and claims that the Company or any of the Company’s affiliated, subsidiary or parent companies, may have against me (collectively, “Claims”), shall be submitted to the American Arbitration Association (“AAA”) to be resolved and determined through final and binding arbitration before a single arbitrator and to be conducted in accordance with the National Rules for the Resolution of Employment Disputes of the AAA. The Company and I agree that the arbitrator will have the authority to grant motions dispositive of all or part of any Claim. The Company shall be responsible for payment of all arbitrator compensation, AAA filing fees and AAA administrative fees, other than the initial AAA filing fee for which I will be responsible to pay up to a maximum of $125, or as otherwise required by law.

Any reference in this Agreement to the Company also refers to all of the Company’s affiliated entities, benefit plans, the benefit plans’ sponsors, fiduciaries and administrators, and all successors and assigns of any of them.

The Company and I each have the right to representation by counsel with respect to arbitration of any dispute pursuant to this Agreement. Except as prohibited by law, at the request of either the Company or me, the arbitration proceedings shall be conducted in confidence, and, in such a case, all documents, testimony, and records shall be received, heard, and maintained by the arbitrator in confidence, available for inspection only by me and the Company, our respective attorneys, and experts, who shall agree, in advance and in writing, to receive all such information confidentially and to maintain the secrecy of such information until it shall become generally known. Both parties shall be allowed adequate discovery as part of the arbitration process, including reasonable access to essential documents and witnesses as determined by agreement or the arbitrator.

The arbitrator shall conduct a full hearing as to all issues and disputes not resolved by dispositive motion. At such hearing, the parties shall be entitled to present evidence and examine and cross-examine witnesses. The arbitrator shall issue a written decision revealing the essential findings and conclusions upon which any award is based. In addition, the arbitrator shall have authority to award equitable relief, damages, costs, and fees to the extent permitted by law, including, but not limited to, any remedy or relief that a governing court might order.

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The Company and I hereby agree that the Claims subject to arbitration shall include but not be limited to any and all Claims that arise out of or are related to the offer of employment, transfer or promotion extended by the Company to me, any withdrawal or rescission of that offer, any aspect of my employment with the Company or the terms and conditions of that employment, any claim for bonus, vacation pay or other compensation, any termination of that employment and any claim of discrimination, retaliation, or harassment based upon age, race, religion, sex, creed, ethnicity, pregnancy, veteran status, citizenship status, national origin, disability, handicap, medical condition, sexual orientation or any other protected basis, or any claim of any other unlawful conduct, under any applicable federal, state, local or other statutes, orders, laws, ordinances, regulations or the like, or case law, that relate to employment or employment practices, including without limitation, Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, as amended, the Civil Rights Acts of 1866 and 1871, as amended, the Age Discrimination in Employment Act of 1967, as amended, the Americans with Disabilities Act of 1990, as amended, the Family Medical Leave Act of 1993, as amended, the Employee Retirement Income Security Act of 1990, as amended, the Worker Adjustment Retraining and Notification Act, as amended, the Fair Labor Standards Act, as amended, the Vietnam Era Veterans’ Readjustment Assistance Act, as amended, the Equal Pay Act, as amended, the Rehabilitation Act, as amended, the Immigration Reform and Control Act, and the state and local analogues to the foregoing.

The Company and I further agree that the Claims subject to arbitration shall exclude any Claims required by any applicable federal, state, local or other statute or benefit or pension plan to be submitted to an administrative forum (for example, a workers’ compensation claim, a claim for unemployment insurance benefits, or an administrative charge of discrimination or retaliation filed with the Equal Employment Opportunity Commission or the state or local analogue to that agency but not litigation arising from such charges) and any Claims involving solely a monetary dispute within the jurisdiction of a small claims court. The Company and I further agree that the Claims subject to arbitration also shall exclude any Claims to the extent they involve the alleged taking, use or disclosure of trade secrets and similar confidential or proprietary information, Claims involving a failure to pay a retention bonus or relocation expense, Claims involving a failure to repay any unearned portion of a retention bonus or relocation expense, Claims based upon any employee pension or benefit plan the terms of which contain an enforceable arbitration procedure, in which case the procedure of such plan shall apply, and Claims that cannot be compelled to mandatory arbitration under applicable federal law.

The Company and I agree that any arbitration award rendered as the result of any arbitration under this Agreement shall be final and binding and may be entered and enforced as a court judgment in accordance with applicable law. The Company and I further agree that this Agreement, any arbitration under this Agreement and any arbitration award rendered in such arbitration shall be governed by the Federal Arbitration Act.

By entering into this Agreement, the Company and I each specifically acknowledge and understand that the right to the determination and/or trial of any Claims in court before a judge or a jury is a valuable right, and that by signing this Agreement the Company and I hereby knowingly and voluntarily waive any and all rights we may have to assert any Claims in any court of competent jurisdiction and to a determination and/or trial before a judge or a jury.

I further understand and acknowledge that this Agreement is not intended to be and shall not be deemed to constitute a contract of employment for any specific duration, and that my employment shall be and remain at will, which means that the Company and I shall be free to

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terminate that employment at any time for any or no reason with or without notice and with or without cause.

Each party’s promise to resolve Claims by arbitration in accordance with the provisions of this Agreement is consideration for the other party’s like promise. Additionally, I enter into this Agreement in consideration of the Company’s employment, continued employment, transfer or promotion of me.

This Agreement shall survive my employer-employee relationship with the Company and shall apply to any covered Claim whether arising or asserted during my employment or after the termination of my employment with the Company. This Agreement can be modified or revoked only by a writing signed by both the Company’s Executive Vice President, Human Resources and me and that expressly refers to this Agreement and specifically states an intent to modify or revoke it. This is the complete agreement of the parties on the subject of arbitration of disputes, except for any arbitration provision contained in a pension or benefit plan or an agreement covering change in control benefits and protections.

EACH PARTY TO THIS AGREEMENT ACKNOWLEDGES CAREFULLY READING THIS AGREEMENT, UNDERSTANDING ITS TERMS, AND ENTERING INTO THIS AGREEMENT KNOWINGLY AND VOLUNTARILY AND NOT IN RELIANCE ON ANY PROMISES OR REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS AGREEMENT ITSELF.

EACH PARTY FURTHER ACKNOWLEDGES HAVING THE OPPORTUNITY TO DISCUSS THE AGREEMENT WITH PERSONAL LEGAL COUNSEL AND HAS USED THAT OPPORTUNITY TO THE EXTENT DESIRED.

Dated: 9/30/12	/s/ Sergio Rivera
	Sergio Rivera
Dated: 10/04/12	/s/ Jeff Cava
	Jeff Cava
	Executive Vice President, Chief Human Resources Officer
	Starwood Hotels & Resorts Worldwide, Inc.
	Divisional Head of HR : /s/ Kelly Frank

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Attachment B

NON-COMPETE, NON-SOLICITATION, CONFIDENTIALITY AND INTELLECTUAL

PROPERTY AGREEMENT

This Non-compete, Non-solicitation, Confidentiality and Intellectual Property Agreement (“Agreement”) is entered into by and between Starwood Hotels & Resorts Worldwide, Inc (the “Company”) and Sergio Rivera (the “Employee”). For purposes of this Agreement, the “Company” shall refer to the Starwood Hotels & Resorts Worldwide, Inc and any and all of the Company’s affiliated subsidiary or parent companies.

WHEREAS, the Company devotes significant time, resources and effort to the training and advancement of its management, and its management team constitutes a significant asset and important competitive advantage; and

WHEREAS, the Employee has and will have access to important and sensitive confidential information; and

WHEREAS, the Company has determined that it is in the best interests of the Company and its shareholders to enter into an agreement with Employee whereby Employee will be prohibited from soliciting employees of the Company in accordance with the terms and conditions of this Agreement; and

WHEREAS, Employee may create inventions, trade secrets, know-how and documents or other works of authorship and may appear or perform in various promotional materials within the scope of Employee’s employment.

WHEREAS, in consideration of the Company’s offer of employment and/or continued employment, Employee agrees to enter into this Agreement.

THEREFORE, the Company and Employee agree as follows:

1. Non-compete. Employee agrees that during the period of Employee’s employment with the Company and for a period of 12 months following the date of any termination of employment from the Company (the ‘Non-Compete Period’), Employee shall not, without the express written consent of the Board of Directors of the Company, directly or indirectly, whether for his own account or for the account of any other person or entity, engage, participate or make any financial investment in, become employed by or render advisory services to or otherwise assist or be interested in any Competitive Business (as defined below) in any geographic area in which, as of the date of termination of Employee’s employment, the Company or any of its subsidiaries is engaged or planning to be engaged. As used herein, “Competitive Business” shall mean any of the firms, businesses, corporations or enterprises listed on Attachment 1. Notwithstanding the foregoing, Employee may invest in a Competitive Business if its stock is listed for trading on a national stock exchange or traded in the over-the-counter market and Executive’s holdings have an original cost less than $5,000,000 and represent less than five percent of its outstanding stock.

2. Non-solicitation. During the period in which Employee is employed by the Company, and for a period of one (1) year following the date of any termination of employment from the Company, Employee shall not, without the prior written consent of the Company, except in the course of carrying out Employee’s duties hereunder, directly or indirectly solicit or attempt to solicit for employment with or on behalf of any corporation, partnership, joint venture or other business entity, any person who is, or at any time during the six-month period

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preceding the solicitation of such person was, a management-level employee of the Company (including, without limitation, for this purpose any director level employee of the Company and any General Manager of any hotel owned (in whole or in part) or managed by the Company).

3. Confidentiality. Employee acknowledges that during the course of his/her employment with the Company, Employee will receive, and will have access to, “Confidential Information”, as such term is defined below, of the Company and that such information is a special, valuable and unique asset belonging to the Company. Accordingly, Employee is willing to enter into the covenants contained in this Agreement in order to provide the Company with what Employee considers to be reasonable protection for the Company’s interests. All notes, memoranda, papers, documents, correspondence or writings (which shall include information recorded or stored in writing, on magnetic tape or disc, or otherwise recorded or stored for reproduction, whether by mechanical or electronic means and whether or not such reproduction will result in a permanent record being made) (“Documents”) which from time to time may be in Employee’s possession (whether prepared by Employee or not) relating, directly or indirectly, to the business of the Company shall be and remain the property of the Company and shall be delivered by Employee to the Company immediately upon request, and in any event promptly upon termination of Employee’s employment, and Employee shall not make or keep any copies or extracts of the Documents. At any time during or after Employee’s employment with the Company ends, without the prior written consent of the Company, except (i) in the course of carrying out Employee’s duties hereunder or (ii) to the extent required by a court or governmental agency, or by applicable law or under compulsion of legal process, Employee shall not disclose to any third person any information concerning the business of the Company, including, without limitation, any trade secrets, customer lists and details of contracts with or requirements of customers, the identity of any owner of a managed hotel, information relating to any current, past or prospective management agreement or joint venture, information pertaining to business methods, sales plans, design plans and strategies, management organization, computer systems and software, operating policies or manuals, personnel records or information, information relating to current, past or contemplated employee benefits or compensation data or strategies, business, financial, development or marketing plans, or manpower strategies or plans, financial records or other financial, commercial, business or technical information relating to the Company (collectively, “Confidential Information”), unless such Confidential Information has been previously disclosed to the public by the Company or is in the public domain (other than by reason of Employee’s breach of this Section 2). Employee will, prior to making any such disclosure pursuant to subsection (ii), promptly notify the Company of his/her receipt of such process or requirement, consult with the Company on the advisability of taking steps to resist or narrow such request, cooperate with the Company in any attempt that the Company may make to obtain a court order or other reliable assurance that confidential treatment will be accorded to all or designated portions of such information, and not disclose such Confidential Information unless the Company shall have had reasonable opportunity to obtain a court order prohibiting or limiting such disclosure.

3.1 Employee agrees that, both during and after Employee’s employment with the Company, if Employee is uncertain of whether or not information is confidential, Employee will treat that information as Confidential Information until Employee has received written verification from an authorized officer of the Company that the information is not Confidential Information.

4. Intellectual Property and Publicity Rights. Employee acknowledges and agrees that all right, title and interest in and to patents, patent applications, inventions, improvements, discoveries, developments, processes, business methods, technical information,

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know-how, trade secrets, computer programs, writings, designs, copyrights, maskworks, trademarks, service marks, trade names, trade dress and the like (collectively, “Intellectual Property”), including the right to invoke the benefit of the right of priority provided by any treaty to which the United States is a party, which Employee creates, conceives, develops or obtains, either solely or jointly with others, during Employee’s employment with the Company (a) with the use of the Company’s time, materials, facilities or other resources; or (b) resulting from or suggested by Employee’s work for the Company; or (c) in any way relating to any subject matter relating to the existing or contemplated business, products and services of the Company or the Company’s affiliates, subsidiaries and licensees shall be owned by the Company. Upon request, Employee shall execute all such assignments and other documents and take all such other action as the Company may reasonably request in order to vest in the Company, or its nominee, all of Employee’s right, title, and interest in and to such Intellectual Property. Employee further acknowledges and agrees that the Company shall have the perpetual, worldwide right to use Employee’s name, performance, biography, voice, image, signature and likeness in promotional or any other materials developed by or for the Company during Employee’s employment with the Company. Employee hereby irrevocably and unconditionally waives any and all rights that he/she has or may have in and to the Intellectual Property, including, without limitation, any “moral rights” that he/she has or may have as “author” of the Intellectual Property, and hereby expressly agrees not to make any claim or demand against the Company or any party authorized by the Company to exploit the Intellectual Property.

5. Equitable Relief.

5.1 Employee acknowledges that the restrictions and obligations specified in Sections 1, 2 and 3 hereof are reasonable in view of the nature of the business in which the Company is engaged and Employee’s knowledge of, and responsibilities with respect to, the Company’s business, and that any breach of Sections 1, 2 or 3 hereof may cause the Company irreparable harm for which there is no adequate remedy at law, and as a result of this, the Company will be entitled to the issuance by a court of competent jurisdiction of an injunction, restraining order or other equitable relief in favor of the Company, without the necessity of posting a bond, restraining Employee from committing or continuing to commit any such violation. Any right to obtain an injunction, restraining order or other equitable relief hereunder will not be deemed to be a waiver of any right to assert any other remedy the Company may have at law or in equity, including, without limitation, the right to cancel payments to which Employee is otherwise entitled under Employee’s employment agreement.

5.2 Any proceeding or action seeking equitable relief for violation of Sections 1, 2 and 3 hereof may be commenced in the federal courts in the Southern District of the State of New York, or in the absence of federal jurisdiction in state court in the State of New York. Employee hereby irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to take any and all future action necessary to submit to the jurisdiction of such courts. Employee irrevocably waives any objection that Employee now has or hereafter may have to the laying of venue of any suit, action or proceeding brought in any such court and further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Final judgment against Employee in any such suit will be conclusive and may be enforced in other jurisdictions by suit on the judgment, a certified or true copy of which will be conclusive evidence of the fact and the amount of any liability therein described, or by appropriate proceedings under an applicable treaty or otherwise.

6. Severability. In the event that any provision of this Agreement conflicts with the law under which this Agreement is to be construed, and/or if any such provision is held

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invalid by a court with jurisdiction over the parties to this Agreement and the subject matter of this agreement, (a) such provision will be deemed to be restated to reflect as nearly as possible the original intentions of the parties to the fullest extent permitted under applicable law, and (b) the remaining terms and provisions of this Agreement will remain in full force and effect.

7. Governing Law. This Agreement shall be construed, governed and enforced according to the laws of the State of New York without regard to its conflicts of laws principles.

8. Amendments and Waivers. No failure to act by the Company will waive any right contained in this Agreement. No provision of this Agreement may be amended or waived, except by a written agreement signed by both Employee and an authorized executive officer of the Company. Any waiver by the Company of strict performance of any provision of this Agreement shall not be a waiver of or prejudice the Company’s right to require strict performance of that same provision or any other provision of the Agreement in the future.

Employee acknowledges that he/she has had a reasonable opportunity to review and consider the terms described above and to consult with an attorney if he/she so chooses prior to signing this Agreement. Fully understanding the above terms, Employee is entering into this letter agreement knowingly and voluntarily.

IN WITNESS WHEREOF, the Parties have executed this Agreement on the day and year first above written.

Dated: 9/30/12	/s/ Sergio Rivera
	Sergio Rivera
Dated: 10/04/12	/s/ Jeff Cava
	Jeff Cava
	Executive Vice President, Chief Human Resources Officer
	Starwood Hotels & Resorts Worldwide, Inc.
	Divisional Head of HR : /s/ Kelly Frank

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Attachment 1

List of Competing Businesses

Accor

Blackstone Group (Branded Hotel Operations only)

Fairmont Hotels & Resorts Inc.

Four Seasons Hotels Inc.

Hyatt Corporation

Ian Schrager Hotels and/or Morgans Hotel Group

Intercontinental Hotel Group

Kimpton Hotels & Restaurant

Mandarin Oriental

Marriott International, Inc.

Starwood Capital Group

TRT Holdings (owns Omni)

Wyndham Worldwide Corporation

And any affiliate of any of the foregoing.

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EX-10.52

Exhibit 10.52

SEVERANCE AGREEMENT

THIS AGREEMENT, dated August 27, 2012 (the “Effective Date”), is made by and between Starwood Hotels and Resorts Worldwide, Inc., a Maryland corporation (the “Company”), and Sergio D. Rivera (the “Executive”).

WHEREAS, the Executive is employed by the Company as Co-President, Americas; and

WHEREAS, the Company considers it essential to the best interests of its stockholders to foster the continued employment of key management personnel; and

WHEREAS, the Board recognizes that, as is the case with many publicly held corporations, the possibility of a Change in Control exists and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of senior management personnel to the detriment of the Company and its stockholders; and

WHEREAS, the Board has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the Company’s senior management, including the Executive, to their assigned duties without distraction in the face of potentially disturbing circumstances arising from the possibility of a Change in Control; and

WHEREAS, the Company and the Executive entered into an employment agreement (the “Original Agreement”) dated August 22, 2008; and

WHEREAS, the Company and the Executive amended and restated the Original Agreement in its entirety on December 30, 2008 (the “December 2008 Agreement”) in order to evidence documentary compliance with section 409A of Code and the guidance thereunder (collectively “Section 409A”); and

WHEREAS, the Company and the Executive hereby amend and restate the December 2008 Agreement in its entirety (the “Agreement”) to reflect the change in the Executive’s position with the Company;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Executive hereby agree as follows:

1. Defined Terms. The definitions of capitalized terms used in this Agreement are provided in Section 16 hereof.

2. Term of Agreement. The Term of this Agreement shall commence on the Effective Date and shall continue in effect through the third anniversary of the Effective Date; provided, however, that on each anniversary of the Effective Date during the Term of this Agreement, the Term shall automatically be extended for one additional year unless, not later than 90 days prior to any such anniversary, the Company or the

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Executive shall have given notice not to extend the Term; and further provided, however, that if a Change in Control or a Potential Change in Control shall have occurred during the Term, the Term shall expire no earlier than twenty-four (24) months beyond the month in which such Change in Control or a Potential Change in Control occurred.

3. Company’s Covenants Summarized. In order to induce the Executive to remain in the employ of the Company and in consideration of the Executive’s covenants set forth in Section 4 hereof, the Company agrees, under the conditions described herein, to pay the Executive the Severance Payments and the other payments and benefits described herein. Except as provided in Section 10 hereof, no Severance Payments shall be payable under this Agreement unless during the Term there shall have been (or, under the terms of the second sentence of Section 6 hereof, there shall be deemed to have been) a termination of the Executive’s employment with the Company following a Change in Control. This Agreement shall not be construed as creating an express or implied contract of employment and, except as otherwise agreed in writing between the Executive and the Company, the Executive shall not have any right to be retained in the employ of the Company.

4. The Executive’s Covenants. The Executive agrees that, subject to the terms and conditions of this Agreement, in the event a Potential Change in Control occurs during the Term, the Executive will remain in the employ of the Company until the earliest of (i) a date which is six (6) months from the date of such Potential Change of Control, (ii) the date of a Change in Control, (iii) the date of termination by the Executive of the Executive’s employment for Good Reason or by reason of death, Disability or Retirement, or (iv) the termination by the Company of the Executive’s employment for any reason.

5. Compensation Other Than Severance Payments.

a. Payment of Salary During Disability. Following a Change in Control and during the Term, during any period that the Executive is unable to perform the Executive’s full-time duties with the Company as a result of:

(1) a period of 409A Disability, the Executive shall continue to receive his base salary in accordance with the Company’s standard payroll practices at the rate in effect at the commencement of any such period, together with any compensation payable to the Executive under the Company’s short-term and long-term disability plans for salaried employees during such period and any benefit coverages customarily provided to disabled salaried employees, until the Executive’s employment is terminated on account of the Executive’s General Disability; or

(2) a period of General Disability, the Executive shall receive any compensation payable to the Executive under the Company’s short-term and long-term disability plans for salaried employees during such period, as well as any benefit coverages customarily provided to disabled salaried employees, until

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the Executive’s employment is terminated on account of the Executive’s General Disability.

Thereafter the Executive’s benefits shall be determined under the Company’s retirement, insurance and other compensation programs then in effect in accordance with the terms of such programs.

b. Accrued Salary. If the Executive’s employment shall be terminated for any reason following a Change in Control and during the Term, the Company shall pay to the Executive such Executive’s full salary through the Date of Termination at the rate in effect immediately prior to the Date of Termination or, if higher, the rate in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, together with all compensation and benefits payable to the Executive through the Date of Termination under the terms of the Company’s compensation and benefit plans, programs or arrangements as in effect immediately prior to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason.

c. Post-Termination Benefits. If the Executive’s employment shall be terminated for any reason following a Change in Control and during the Term, the Company shall pay to the Executive the Executive’s normal post-termination compensation and benefits as such payments become due. Such post-termination compensation and benefits shall be determined under, and paid in accordance with, the Company’s retirement, insurance and other compensation or benefit plans, programs and arrangements as in effect immediately prior to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior to the occurrence of the first event or circumstance constituting Good Reason.

d. Time of Payment. Upon termination of the Executive’s employment following a Change in Control and during the Term, the Executive shall receive the payments or benefits to which he may be entitled under Section 5(b) and 5(c) and which constitute deferred compensation subject to Section 409A either (A) at the time when due hereunder, or (B) if a payment date sufficient to satisfy Section 409A is not otherwise stated for such payment or benefit, on the date of Executive’s termination of employment, except as provided in Section 14 below.

6. Severance Payments.

a. If the Executive’s employment is terminated following a Change in Control and during the Term, other than (A) by the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, then, the Company shall pay the Executive the amounts, and provide the Executive the benefits, described in this Section 6 (“Severance Payments”) and Section 7, in addition to any payments and benefits to which the Executive is entitled under Section 5 hereof. For purposes of this Agreement, the Executive’s employment shall be deemed to have been terminated following a Change in Control by the Company without Cause or by the Executive with

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Good Reason, if (i) the Executive’s employment is terminated by the Company without Cause prior to a Change in Control (whether or not a Change in Control ever occurs) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control (an “Acquiring Person”), (ii) the Executive terminates his employment for Good Reason prior to a Change in Control (whether or not a Change in Control ever occurs) and the circumstance or event which constitutes Good Reason occurs at the request or direction of an Acquiring Person, or (iii) the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason and such termination or the circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs). For purposes of any determination regarding the applicability of the immediately preceding sentence, any position taken by the Executive shall be presumed to be correct unless the Company establishes to the Board by clear and convincing evidence that such position is not correct.

(1) Lump Sum Payment. In lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination and in lieu of any severance benefit otherwise payable to the Executive under the terms of his offer letter from the Company, the Company shall pay to the Executive a lump sum severance payment, in cash, equal to two times the sum of (i) the Executive’s base salary as in effect immediately prior to the Date of Termination or, if higher, in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, and (ii) the average of the annual bonuses earned by the Executive in the three fiscal years ending immediately prior to the fiscal year in which occurs the Date of Termination or, if higher, immediately prior to the fiscal year in which occurs the first event or circumstance constituting Good Reason. For purposes of the preceding sentence, in determining any bonus amount for any fiscal year, bonuses paid with respect to any year in which employment of the Executive commenced shall be annualized based on the number of days employed by the Company during such year. In the event the date of the Executive’s termination of employment occurs on or within two years following an event that constitutes a change in the ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company within the meaning of section 409A(a)(2)(a)(vi) of the Code, such amount will be paid in a lump sum within 30 days following the date of the Executive’s termination of employment, except as set forth in Section 14 below; otherwise, such amount will be paid 53 days following the date of the Executive’s termination of employment, except as provided by Section 14 below.

(2) Continuation of Welfare Benefits. Subject to Paragraph 15 in the case of any benefits that are not exempt from Section 409A, for the twenty-four (24) month period immediately following the Date of Termination, the Company shall arrange to provide the Executive and his dependents life, disability, and accident insurance benefits and other benefits and perquisites (including employee stay rates) substantially similar to those provided to the

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Executive and his dependents immediately prior to the Date of Termination or, if more favorable to the Executive, those provided to the Executive and his dependents immediately prior to the first occurrence of an event or circumstance constituting Good Reason, at no greater cost to the Executive than the cost to the Executive immediately prior to such date or occurrence. Benefits otherwise receivable by the Executive pursuant to this Section 6(a)(2) shall be reduced to the extent benefits of the same type are received by the Executive from another employer during the twenty-four (24) month period following the Executive’s termination of employment; provided, however, that the Company shall reimburse the Executive for the excess, if any, of the cost of such benefits to the Executive over such cost immediately prior to the Date of Termination or, if more favorable to the Executive, the first occurrence of an event or circumstance constituting Good Reason.

(3) Health Benefits. For the twenty-four (24) month period immediately following the Date of Termination, the Company shall arrange to provide the Executive with group health coverage substantially similar to that which the Executive was receiving immediately prior to the Notice of Termination. The premium charge to the Executive for each month of such coverage will equal the Company’s monthly COBRA charge for such coverage in which the Executive, his spouse and covered dependents (as applicable) is enrolled from time to time (less the amount of any administrative charge typically assessed by the Company as part of its COBRA charge) and the Executive will be required to pay such monthly premium charge in accordance with the Company’s standard COBRA premium payment requirements. The Company will pay Executive a lump sum in cash equal to an initial multiple that is increased by a percentage. For this purpose, the initial multiple is 24 times the difference that results from calculating (i) the Company’s monthly COBRA charge on the Date of Termination for family coverage with respect to the highest value health coverage provided to salaried employees, minus (ii) the amount the Company charges active salaried employees for such coverage on Executive’s Date of Termination. In addition, for this purpose, the percentage is the sum of (I) 1% for each month in the 24-month period that will fall in the calendar year following Executive’s Date of Termination, plus (II) 2% for each month in the 24-month period that will fall in the second calendar year following Executive’s Date of Termination. The Company will make such payment within 30 days following the date of the Executive’s termination of employment, except as provided by Section 14 below.

(4) Incentive Compensation. Notwithstanding any provision of any annual or long-term incentive plan to the contrary, the Company shall pay to the Executive in cash the following amounts:

(A) A lump sum equal to any unpaid incentive compensation which has been allocated or awarded to the Executive for a completed fiscal year or other measuring period preceding the Date of Termination under any such plan and which, as of the Date of

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Termination, is contingent only upon the continued employment of the Executive to a subsequent date, paid during the fiscal year of termination when bonuses for such completed fiscal year are paid to senior executives (but not later than
2-1/2 months after such completed fiscal year, except as provided by Section 14 below; and

(B) the value of each contingent incentive compensation award allocated or awarded to the Executive for a then uncompleted period under any such plan that the Executive would have earned on the last day of the performance award period, assuming the achievement, at the target level, of the individual and corporate performance goals established with respect to such award, paid in the year following the end of such performance period when awards for such performance period are paid to senior executives (but not later than 2-1/2 months after the end of such performance period, except as provided by Section 14 below. Awards for uncompleted periods shall be prorated based upon the number of days the Executive is employed by the Company during such year.

(5) Accelerated Vesting of Stock Options. All stock options and restricted stock held by the Executive under any stock option or incentive plan maintained by the Company (including the Company’s 2004 Long-Term Incentive Plans) shall immediately vest and become exercisable as of the Date of Termination, to be exercised in accordance with the terms of the applicable plan

(6) Outplacement Services. The Company shall provide the Executive with outplacement services suitable to the Executive’s position for a period of two (2) years following the date of the Executive’s termination of employment or, if earlier, until the first acceptance by the Executive of an offer of employment. The cost of such outplacement services shall not exceed twenty percent (20%) of the Executive’s base salary in effect on the Date of Termination.

(7) 401(k) Contributions. The Company shall pay the Executive an amount equal to the unvested portion (if any) of the Executive’s account balance under the Company’s 401(k) Plan that is forfeited by reason of the Executive’s termination of employment. Such payment shall be made within 30 days following the date of the Executive’s termination of employment, except as provided by Section 14 below.

7. 280G Cap.

a. Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit received or to be received by the Executive in connection with a Change in Control or the termination of the Executive’s employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any Person whose actions result in a Change in Control

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or any Person affiliated with the Company or such Person) (all such payments and benefits, including the Severance Payments, being hereinafter called “Total Payments”) would not be deductible (in whole or part), by the Company, an affiliate or Person making such payment or providing such benefit as a result of section 280G of the Code, then, the Total Payments shall be reduced (with the cash Severance Payments being reduced first (if necessary, to zero) in the order in which they appear in Section 6 above, and all other Severance Payments shall thereafter be reduced (if necessary, to zero) in the order in which they appear in Section 6 above provided that extended health benefits will be reduced last to the minimum extent necessary such that, after deducting the amount of any Excise Tax imposed on such Total Payments (as so reduced) from such Total Payments (as so reduced), the amount of the Total Payments (after such reduction) will be greater if such reduction is made than it would be without such reduction. All determinations, including the order and timing of any such reduction shall be determined by the accounting firm which was, immediately prior to the Change in Control, the Company’s independent auditor (the “Auditor”).

b. For purposes of this limitation, (i) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of section 280G(b) of the Code shall be taken into account, (ii) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel (“Tax Counsel”) reasonably acceptable to the Executive and selected by the Auditor, does not constitute a “parachute payment” within the meaning of section 280G(b)(2) of the Code, including by reason of section 280G(b)(4)(A) of the Code and (iii) the value of any noncash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Auditor in accordance with the principles of sections 280G(d)(3) and (4) of the Code.

8. Termination Procedures and Compensation During Dispute.

a. Notice of Termination. After a Change in Control and during the Term, any purported termination of the Executive’s employment (other than by reason of death) shall be communicated by written Notice of Termination from one party hereto to the other party hereto in accordance with Section 12 hereof. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provisions indicated. Further, a Notice of Termination for Cause is required to include a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire membership of the Board at a meeting of the Board which was called and held for the purpose of considering such termination (after reasonable notice to the Executive and an opportunity for the Executive, together with the Executive’s counsel, to be heard before the Board) finding that, in the good faith opinion of the Board, the Executive was guilty of conduct set forth in clause (i) or (ii) of the definition of Cause herein, and specifying the particulars thereof in detail.

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b. Date of Termination. “Date of Termination,” with respect to any purported termination of the Executive’s employment after a Change in Control and during the Term, shall mean (1) if the Executive’s employment is terminated for Disability, thirty (30) days after Notice of Termination is given (provided that the Executive shall not have returned to the full-time performance of the Executive’s duties during such thirty (30) day period), and (ii) if the Executive’s employment is terminated for any other reason, the date specified in the Notice of Termination (which, in the case of a termination by the Company, shall not be less than thirty (30) days (except in the case of a termination for Cause) and, in the case of a termination by the Executive, shall not be less than fifteen (15) days nor more than sixty (60) days, respectively, from the date such Notice of Termination is given).

c. Dispute Concerning Termination. If the Executive reasonably believe in good faith the Company is not providing the Executive with a benefit or payment to which the Executive is entitled under the terms of this Agreement, the Executive may notify the Company, within forty-five (45) days after the Date of Termination or, if any such payment or benefit is due after such 45-day period, within 45 days following such payment date, that a dispute exists concerning the termination and/or the amount of such payment or benefit. In this event, the Company shall act within fifteen (15) days to restore fully the disputed benefits and payments (so that all benefits and payments are provided as of such date as would have been provided had there been no delay in providing such benefits and payments) and to continue to provide such benefits and payments as contemplated by this Agreement thereafter (provided, however, that in all events any payment or benefit shall not be paid or provided to the Executive before the payment date set forth in this Agreement or any applicable document), but subject to termination and recapture from the Executive of these disputed benefits and payments in accordance with the terms of a mutual written agreement of the parties or by a final judgment, order or decree of an arbitrator or a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal therefrom has expired and no appeal has been perfected).

9. No Mitigation. The Company agrees that, if the Executive’s employment with the Company terminated during the Term, the Executive is not required to seek other employment or to attempt in any way to reduce any amounts payable to the Executive by the Company pursuant to Section 6 hereof or Section 8(d) hereof. Further, the amount of any payment or benefit provided for in this Agreement (other than Section 6(a)(2) hereof) shall not be reduced by any compensation earned by the Executive as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by the Executive to the Company, or otherwise.

10. Successors; Binding Agreement.

a. In addition to any obligations imposed by law upon any successor to the Company, the Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to

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perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to terminate his employment with the Company and receive compensation from the Company in the same amount and on the same terms as the Executive would be entitled to hereunder if the Executive were to terminate the Executive’s employment for Good Reason after a Change in Control, except that, for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination.

b. This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive shall die while any amount would still be payable to the Executive hereunder (other than amounts which, by their terms, terminate upon the death of the Executive) if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the executors, personal representatives or administrators of the Executive’s estate.

11. Indemnification. The Company shall indemnify and hold Executive harmless for acts and omissions in his capacity as an officer, director or employee of the Company to the maximum extent permitted under applicable law. The Company shall maintain a Director’s and Officer’s Liability Insurance Policy, which shall provide liability coverage for Executive’s benefit, and the Executive shall remain covered under such policy for a period of at least six (6) years following the earlier of termination of employment or the occurrence of a Change in Control.

12. Notices. For the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed, if to the Executive, to the address inserted below the Executive’s signature on the final page hereof and, if to the Company, to the address set forth below, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon actual receipt:

To the Company:

Starwood Hotels and Resorts Worldwide, Inc.

One StarPoint

Stamford, CT 06902

Attention: Chief Administrative Officer and General Counsel

13. Miscellaneous. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Executive and such officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or of any lack of compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or

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dissimilar provisions or conditions at the same or at any prior or subsequent time. This Agreement supersedes any other agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof which have been made by either party; provided, however, that this Agreement shall supersede any agreement setting forth the terms and conditions of the Executive’s employment with the Company only in the event that the Executive’s employment with the Company is terminated on or following a Change in Control, by the Company other than for Cause or by the Executive for Good Reason. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of New York. All references to sections of the Exchange Act or the Code shall be deemed also to refer to any successor provisions to such sections. Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law and any additional withholding to which the Executive has agreed. The obligations of the Company and the Executive under this Agreement which by their nature may require either partial or total performance after the expiration of the Term (including, without limitation, those under Sections 6, 7, 8, and 9 hereof) shall survive such expiration.

14. Code Section 409A. This Agreement will be construed and administered to preserve the exemption from Section 409A of payments that qualify as short-term deferrals pursuant to Treas. Reg. §1.409A-1(b)(4) or that qualify for the two-times compensation exemption of Treas. Reg. §1.409A-1(b)(9)(iii). With respect to any amounts that are subject to Section 409A, it is intended, and this Agreement will be so construed, that such amounts and the Company’s and the Executive’s exercise of authority or discretion hereunder shall comply with the provisions of Section 409A so as not to subject the Executive to the payment of interest and additional tax that may be imposed under Section 409A. For purposes of any payment in this Agreement that is subject to Section 409A and triggered by the Executive’s “termination of employment”, (i) “termination of employment” shall have the same meaning as “separation from service” under Section 409A(a)(2)(A)(i) of the Code, and (ii) in the event the Executive is a “specified employee” on the date of the Executive’s termination of employment (with such status determined by the Company in accordance with rules established by the Company in writing in advance of the “specified employee identification date” that relates to the date of the Executive’s termination of employment or, if later, by December 31, 2008, or in the absence of such rules established by the Company, under the default rules for identifying specified employees under Section 409A), any payment that is subject to Section 409A, such payment shall not be paid earlier than six months after such termination of employment (if the Executive dies after the date of the Executive’s termination of employment but before any payment has been made, such remaining payments that were or could have been delayed will be paid to the Executive’s estate without regard to such six-month delay). The Executive acknowledges and agrees that the Company has made no representation to the Executive as to the tax treatment of the compensation and benefits provided pursuant to this Agreement and that the Executive is solely responsible for all taxes due with respect to such compensation and benefits.

15. Expense Reimbursements. To the extent that any expense reimbursement provided for by this Agreement does not qualify for exclusion from Federal income

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taxation, except as specified otherwise in this Agreement, the Company will make the reimbursement only if the Executive incurs the corresponding expense during the term of this Agreement and submits the request for reimbursement no later than two months prior to the last day of the calendar year following the calendar year in which the expense was incurred so that the Company can (and it thereby will) make the reimbursement on or before the last day of the calendar year following the calendar year in which the expense was incurred. In the case of any such expense reimbursement and any in-kind benefit provided for by this Agreement that does not qualify for exclusion from Federal income taxation, the amount of expenses eligible for such reimbursement (and the amount of in-kind benefits provided) during a calendar year will not affect the amount of expenses eligible for such reimbursement (or benefits provided) in another calendar year; and the right to such reimbursement or in-kind benefit is not subject to liquidation or exchange for another benefit from the Company.

16. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

17. Settlement of Disputes: Arbitration.

a. All claims by the Executive for benefits under this Agreement shall be directed to and determined by the Board and shall be in writing. Any denial by the Board of a claim for benefits under this Agreement shall be delivered to the Executive in writing and shall set forth the specific reasons for the denial and the specific provisions of this Agreement relied upon. The Board shall afford a reasonable opportunity to the Executive for a review of the decision denying a claim and shall further allow the Executive to appeal to the Board a decision of the Board within sixty (60) days after notification by the Board that the Executive’s claim has been denied.

b. Any further dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in New York, in accordance with the rules of the American Arbitration Association then in effect; provided, however, that the evidentiary standards set forth in this Agreement shall apply. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. Notwithstanding any provision of this Agreement to the contrary, the Executive shall be entitled to seek specific performance of the Executive’s right to be paid until the Date of Termination during the pendency of any dispute or controversy arising under or in connection with this Agreement.

18. Definitions. For purposes of this Agreement, the following terms shall have the meanings indicated below:

a. “Affiliate” shall have the meaning set forth in Rule 12b-2 promulgated under Section 12 of the Exchange Act.

b. “Auditor” shall have the meaning set forth in Section 7 hereof.

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c. “Base Amount” shall have the meaning set forth in section 280G(b)(3) of the Code.

d. “Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under the Exchange Act.

e. “Board” shall mean the Board of Directors of the Company.

f. “Cause” for termination by the Company of the Executive’s employment shall mean (i) the willful and continued failure by the Executive to substantially perform the Executive’s duties with the Company after a written demand for substantial performance is delivered to the Executive by the Board, which demand specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties, and Executive has not cured any such failure that is capable of being cured in all material respects within ten (10) days of receiving such written demand, or (ii) the willful engaging by the Executive in conduct which is demonstrably and materially injurious to the Company or its subsidiaries, monetarily or otherwise. For purposes of clauses (i) and (ii) of this definition, (x) no act, or failure to act, on the Executive’s part shall be deemed “willful” unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Company and (y) in the event of a dispute concerning the application of this provision, no claim by the Company that Cause exists shall be given effect unless the Company establishes to the Board by clear and convincing evidence that Cause exists.

g. A “Change in Control” shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred:

(1) any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its affiliates) representing 25% or more of the combined voting power of the Company’s then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (i) of paragraph (3) below; or

(2) the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the date hereof, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended; or

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(3) there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, other than (i) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any subsidiary of the Company, at least 70% of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation and in proportion to their relative voting power immediately prior to such merger or consolidation, or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of the Company’s then outstanding securities; or

(4) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least 70% of the combined voting power of the voting securities of which are owned by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale. Notwithstanding the foregoing, a “Change in Control” shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the common stock of the Company immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of the Company immediately following such transaction or series of transactions.

h. “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

i. “Company” shall mean Starwood Hotels and Resorts Worldwide, Inc., and, except in determining under Section 17(g) hereof whether or not any Change in Control of the Company has occurred, shall include any successor to its business and/or assets which assumes and agrees to perform this Agreement by operation of law, or otherwise.

j. “Date of Termination” shall have the meaning set forth in Section 8 hereof.

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k. “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.

l. “Excise Tax” shall mean any excise tax imposed under section 4999 of the Code.

m. “Executive” shall mean the individual named in the first paragraph of this Agreement.

n. The Executive will be deemed to have a “409A Disability” if (A) the Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, (B) the Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering Company employees; or (C) the Executive is determined to be totally disabled by the Social Security Administration.

o. “General Disability” shall be deemed the reason for the termination by the Company of the Executive’s employment, if, as a result of the Executive’s incapacity due to physical or mental illness, the Executive shall have been absent from the full-time performance of the Executive’s duties with the Company for a period of six (6) consecutive months, the Company shall have given the Executive a Notice of Termination for Disability, and, within thirty (30) days after such Notice of Termination is given, the Executive shall not have returned to the full-time performance of the Executive’s duties.

p. “Good Reason” for termination by the Executive of the Executive’s employment shall mean the occurrence (without the Executive’s express written consent) after any Change in Control, or prior to a Change in Control under the circumstances described in clauses (ii) and (iii) of the second sentence of Section 6(a) hereof (treating all references in paragraphs (1) through (7) below to a “Change in Control” as references to a “Potential Change in Control”), of any one of the following acts by the Company, or failures by the Company to act, unless, in the case of any act or failure to act described in paragraph (1), (5), (6) or (7) below, such act or failure to act is corrected prior to the Date of Termination specified in the Notice of Termination given in respect thereof:

(1) the assignment to the Executive of any duties inconsistent with the Executive’s status as a senior executive officer of the Company or a substantial adverse alteration in the nature or status of the Executive’s responsibilities from those in effect immediately prior to the Change in Control;

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(2) a reduction by the Company in the Executive’s annual base salary as in effect on the date hereof or as the same may be increased from time to time;

(3) the relocation of the Executive’s principal place of employment to a location more than 35 miles from the Executive’s principal place of employment immediately prior to the Change in Control or the Company’s requiring the Executive to be based anywhere other than such principal place of employment (or permitted relocation thereof) except for required travel on the Company’s business to an extent substantially consistent with the Executive’s present business travel obligations;

(4) the failure by the Company to pay to the Executive any portion of the Executive’s current compensation, or to pay to the Executive any portion of an installment of deferred compensation under any deferred compensation program of the Company, within seven (7) days of the date such compensation is due;

(5) the failure by the Company to continue in effect any compensation plan in which the Executive participates immediately prior to the Change in Control which is material to the Executive’s total compensation, including but not limited to the Company’s stock option, bonus and other plans or any substitute plans adopted prior to the Change in Control, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Company to continue the Executive’s participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount or timing of payment of benefits provided and the level of the Executive’s participation relative to other participants, as existed immediately prior to the Change in Control;

(6) the failure by the Company to continue to provide the Executive with benefits substantially similar to those enjoyed by the Executive under any of the Company’s pension, savings, life insurance, medical, health and accident, or disability plans in which the Executive was participating immediately prior to the Change in Control, the taking of any other action by the Company which would directly or indirectly materially reduce any of such benefits or deprive the Executive of any material fringe benefit enjoyed by the Executive at the time of the Change in Control, or the failure by the Company to provide the Executive with the number of paid vacation days to which the Executive is entitled on the basis of years of service with the Company in accordance with the Company’s normal vacation policy or any employment agreement in effect at the time of the Change in Control; or

(7) any purported termination of the Executive’s employment which is not effected pursuant to a Notice of Termination satisfying the

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requirements of Section 8(a) hereof; for purposes of this Agreement, no such purported termination shall be effective.

The Executive’s right to terminate the Executive’s employment for Good Reason shall not be affected by the Executive’s incapacity due to physical or mental illness. The Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder.

For purposes of any determination regarding the existence of Good Reason, any claim by the Executive that Good Reason exists shall be presumed to be correct unless the Company establishes to the Board by clear and convincing evidence that Good Reason does not exist.

q. “Notice of Termination” shall have the meaning set forth in Section 8 hereof.

r. “Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Company or any of its subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Affiliates, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.

s. “Potential Change in Control” shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred:

(1) the Company enters into an agreement, the consummation of which would result in the occurrence of a Change in Control;

(2) the Company or any Person publicly announces an intention to take or to consider taking actions which, if consummated, would constitute a Change in Control;

(3) any Person becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 15% 14 or more of either the then outstanding shares of common stock of the Company or the combined voting power of the Company’s then outstanding securities (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its affiliates); or

(4) the Board adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control has occurred.

t. “Retirement” shall be deemed the reason for the termination by the Executive of the Executive’s employment if such employment is terminated in

16

accordance with the Company’s retirement policy, including early retirement, generally applicable to its salaried employees.

u. “Severance Payments” shall have the meaning set forth in Section 6 hereof.

v. “Tax Counsel” shall have the meaning set forth in Section 7 hereof.

w. “Term” shall mean the period of time described in Section 2 hereof (including any extension, continuation or termination described therein).

x. “Total Payments” shall mean those payments so described in Section 7 hereof.

IN WITNESS WHEREOF, the parties have caused this Supplement to be duly executed as of the date first written above.

STARWOOD HOTELS AND RESORTS WORLDWIDE, INC.
By	/s/ Jeffrey Cava
NAME:	Jeffrey Cava
TITLE:	EVP – Human Resources
Dated:	11/21/2012
EXECUTIVE
/s/ Sergio D. Rivera
Sergio D. Rivera
Dated:	11/27/2012

17

EX-12.1

Exhibit 12.1

Starwood Hotels & Resorts Worldwide, Inc.

Calculation of Ratio of Earnings to Total Fixed Charges

	Year Ended December 31,
(Dollars in millions, except ratio)	2013			2012			2011			2010			2009
Income (loss) from continuing operations before income taxes	$	828		$	618		$	425		$	335		$	(296	)
(Income) loss related to equity method investees		(26	)		(25	)		(11	)		(10	)		4
		802			593			414			325			(292	)
Add/(deduct):
Fixed charges		147			215			283			298			293
Interest capitalized		(7	)		(7	)		(42	)		(30	)		(34	)
Amortization of capitalized interest		23			66			19			8			11
Distributed income of equity method investees		30			28			22			59			39
Noncontrolling interest in pre-tax loss (income)		—			—			2			2			2
Earnings available for fixed charges	$	995		$	895		$	698		$	662		$	19
Fixed charges:
Interest and other financial charges	$	103		$	172		$	203		$	237		$	230
Interest factor attributable to rentals (a)		37			36			38			31			29
Interest capitalized		7			7			42			30			34
Total fixed charges	$	147		$	215		$	283		$	298		$	293
Ratio of earnings to fixed charges		6.77			4.16			2.47			2.22			0.06	(b)

Notes:

(a) The interest factor attributable to rentals consists of one-third of rental charges, which is deemed by Starwood to be representative of the interest factor inherent in rents.

(b) For the year ended December 31, 2009, earnings were inadequate to cover fixed charges by approximately $274 million.

EX-21.1

EXHIBIT 21.1

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

SUBSIDIARIES OF THE REGISTRANTS

					Wholly Owned Direct or Indirect Subsidiaries Carrying on the Same Line of Business as Named Subsidiary
Name	Jurisdiction of Organization	Parent	Line of Business		Operating in the United States		Operating in Foreign Countries
Starwood Hotels & Resorts Worldwide, Inc. (“SH&RWI”)	Maryland	—		Lodging		376		55
SII Real Estate Holdings, Inc. (“SRE”)	Delaware	SH&RWI		Lodging		13		84
Starwood Finance Luxembourg SARL	Luxembourg	SRE		Lodging		0		1
Starwood International Licensing Company SARL (“SILC”)	Luxembourg	SH&RWI		Lodging		1		8
Starwood Asia Pacific Hotels & Resorts Pte Ltd	Singapore	SILC		Lodging		0		13
9701 Collins Avenue, LLC	Delaware	SH&RWI		Lodging		0		0

NOTE: The names of some consolidated wholly owned subsidiaries of the Corporation carrying on the same lines of business as other subsidiaries named above have been omitted, the number of such omitted subsidiaries operating in the United States and in foreign countries being shown. Also omitted from the list are the names of other subsidiaries that, if considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary.

EXHIBIT 21.1 (Continued)

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

ASSUMED NAMES REPORT

Arizona
Entity Name	Assumed Name
Starwood Hotels & Resorts Worldwide, Inc.	Aloft Tucson University
California
Entity Name	Assumed Name
Starwood Hotels & Resorts Worldwide, Inc.	St. Regis San Francisco
Florida
Entity Name	Assumed Name
9701 Collins Avenue LLC	St. Regis Resort and Residences
Hawaii
Entity Name	Assumed Name
Starwood Hotels & Resorts Worldwide, Inc.	The Spa at the Westin Maui
Illinois
Entity Name	Assumed Name
Starwood Hotels & Resorts Worldwide, Inc.	The Tremont Chicago
New York
Entity Name	Assumed Name
Starwood Hotels & Resorts Worldwide, Inc.	W Times Square
Pennsylvania
Entity Name	Assumed Name
Starwood Hotels & Resorts Worldwide, Inc.	Aloft Philadelphia Airport
Starwood Hotels & Resorts Worldwide, Inc.	Four Points by Sheraton Philadelphia Airport
Starwood Hotels & Resorts Worldwide, Inc.	Sheraton Suites Philadelphia Airport

2

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements:

(1) Registration Statement Form S-8 No. 333-189674 pertaining to Starwood Hotels & Resorts Worldwide, Inc.’s (the “Company”) 2013 Long-term Incentive Compensation Plan,

(2) Registration Statement Form S-3 No. 333-185268 of the Company,

(3) Registration Statement Form S-8 No. 333-115926 pertaining to the Company’s 2004 Long-term Incentive Compensation Plan,

(4) Registration Statement Form S-8 No. 333-115926-01 pertaining to the Company’s 2004 Long-term Incentive Compensation Plan,

(5) Registration Statement Form S-8 No. 333-97469 pertaining to the Company’s Employee Stock Purchase Plan, 2002 Long-term Incentive Compensation Plan and 1999 Long-term Incentive Compensation Plan,

(6) Registration Statement Form S-8 No. 333-97469-01 pertaining to the Company’s Employee Stock Purchase Plan, 2002 Long-term Incentive Compensation Plan and 1999 Long-term Incentive Compensation Plan,

(7) Registration Statement Form S-8 No. 333-111384 pertaining to the Company’s 1999 Annual Incentive Plan for Certain Executives, and

(8) Registration Statement Form S-8 No. 333-111384-01 pertaining to the Company’s 1999 Annual Incentive Plan for Certain Executives;

of our reports dated February 24, 2014, with respect to the consolidated financial statements and schedule of the Company and the effectiveness of internal control over financial reporting of the Company included in this Annual Report (Form 10-K) of the Company for the year ended December 31, 2013.

/s/ Ernst & Young LLP

New York, New York

February 24, 2014

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO RULE 13a-14 UNDER THE SECURITIES EXCHANGE

ACT OF 1934

I, Frits van Paasschen, certify that:

1) I have reviewed this annual report on Form 10-K of Starwood Hotels & Resorts Worldwide, Inc.;

2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4) The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5) The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 24, 2014

/s/ Frits van Paasschen

Frits van Paasschen

Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO RULE 13a-14 UNDER THE SECURITIES

EXCHANGE ACT OF 1934

I, Vasant Prabhu, certify that:

1) I have reviewed this annual report on Form 10-K of Starwood Hotels & Resorts Worldwide, Inc.;

2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4) The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5) The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 24, 2014

/s/ Vasant Prabhu

Vasant Prabhu

Chief Financial Officer

EX-32.1

Exhibit 32.1

Certification Pursuant to Section 1350 of Chapter 63

of Title 18 of the United States Code

I, Frits van Paasschen, the Chief Executive Officer of Starwood Hotels & Resorts Worldwide, Inc. (“Starwood”), certify , pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that (i) the accompanying Form 10-K of Starwood for the year ended December 31, 2012 (the “Form 10-K”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of Starwood.

/s/ Frits van Paasschen

Frits van Paasschen

Chief Executive Officer

Starwood Hotels & Resorts Worldwide, Inc.

February 24, 2014

EX-32.2

Exhibit 32.2

Certification Pursuant to Section 1350 of Chapter 63

of Title 18 of the United States Code

I, Vasant Prabhu, the Chief Financial Officer of Starwood Hotels & Resorts Worldwide, Inc. (“Starwood”), certify , pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that (i) the accompanying Form 10-K of Starwood for the year ended December 31, 2012 (the “Form 10-K”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of Starwood.

/s/ Vasant Prabhu

Vasant Prabhu

Chief Financial Officer

Starwood Hotels & Resorts Worldwide, Inc.

February 24, 2014

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Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2013

Cash and Cash Equivalents

Cash and Cash Equivalents.    We consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Restricted Cash

Restricted Cash.    The majority of our restricted cash relates to cash used as collateral to reduce fees on letters of credit. Restricted cash also consists of deposits received on sales of VOIs and residential properties that are held in escrow until a certificate of occupancy is obtained, the legal rescission period has expired and the deed of trust has been recorded in governmental property ownership records. Additionally, restricted cash includes cash held by our VIEs from our securitization transactions (see Note 9).

Inventories

Inventories.    Inventories are comprised principally of VOIs of $182 million and $220 million as of December 31, 2013 and 2012, respectively, residential inventory of $7 million and $112 million as of December 31, 2013 and 2012, respectively, and hotel inventory. VOI and residential inventory, which has an operating cycle that generally exceeds 12 months, is classified as a current asset consistent with recognized industry practice. VOIs and residential inventory is carried at the lower of cost or net realizable value and includes capitalized interest. Capitalized interest incurred in 2013 and 2012 was de minimis, whereas in 2011, capitalized interest amounted to $37 million. Hotel inventory includes operating supplies and food and beverage inventory items which are generally valued at the lower of FIFO cost (first-in, first-out) or market.

Loan Loss Reserves

Loan Loss Reserves.    For the vacation ownership and residential segment, we record an estimate of expected uncollectibility on our VOI notes receivable as a reduction of revenue at the time we recognize a timeshare sale. We hold large amounts of homogeneous VOI notes receivable and therefore assess uncollectibility based on pools of receivables. In estimating loan loss reserves, we use a technique referred to as static pool analysis, which tracks defaults for each year’s mortgage originations over the life of the respective notes and projects an estimated default rate. As of December 31, 2013 and 2012, the average estimated default rate of our pools of receivables was 9.3% and 9.7%, respectively.

We use the origination of the notes by brand (Sheraton, Westin, and Other) and the Fair Isaac Corporation (“FICO”) scores of the buyers as the primary credit quality indicators to calculate the loan loss reserve for the vacation ownership notes, as we believe there is a relationship between the default behavior of borrowers and the brand associated with the vacation ownership property they have acquired, supplemented by the FICO scores of the buyers. In addition to quantitatively calculating the loan loss reserve based on our static pool analysis, we supplement the process by evaluating certain qualitative data, including the aging of the respective receivables and current default trends by brand and origination year.

Given the significance of our pools of VOI notes receivable, a change in the projected default rate can have a significant impact to our loan loss reserve requirements, with a 0.1% change estimated to have an impact of approximately $4 million.

We consider a VOI note receivable delinquent when it is more than 30 days outstanding. All delinquent loans are placed on nonaccrual status, and we do not resume interest accrual until payment is made. We consider loans to be in default upon reaching 120 days outstanding, at which point we generally commence the repossession process. Uncollectible VOI notes receivable are charged off when title to the unit is returned to us. We generally do not modify vacation ownership notes that become delinquent or upon default.

For the hotel segments, we measure the impairment of a loan based on the present value of expected future cash flows, discounted at the loan’s original effective interest rate, or the estimated fair value of the collateral. For impaired loans, we establish a specific impairment reserve for the difference between the recorded investment in the loan and the present value of the expected future cash flows or the estimated fair value of the collateral. We apply the loan impairment policy individually to all loans in the portfolio and do not aggregate loans for the purpose of applying such policy. For loans that we have determined to be impaired, we recognize interest income on a cash basis.

Assets Held for Sale

Assets Held for Sale.    We consider properties to be assets held for sale when management approves and commits to a formal plan to actively market a property or group of properties for sale and a signed sales contract and significant non-refundable deposit or contract break-up fee exists. Upon designation as an asset held for sale, we record the carrying value of each property or group of properties at the lower of its carrying value which includes allocable segment goodwill or its estimated fair value, less estimated costs to sell, and we stop recording depreciation expense. Any gain realized in connection with the sale of a property for which we have significant continuing involvement (such as through a long-term management agreement) is deferred and recognized over the initial term of the related agreement (see Note 11). The operations of the properties held for sale prior to the sale date are recorded in discontinued operations unless we will have significant continuing involvement (such as through a management or franchise agreement) after the sale.

Investments

Investments.    Investments in joint ventures are generally accounted for under the equity method of accounting when we have a 20% to 50% ownership interest or exercise significant influence over the venture. If our interest exceeds 50% or, if we have the power to direct the economic activities of the entity and the obligation to absorb losses or receive benefits from the VIE that could be significant, then the results of the joint venture are consolidated herein. All other investments are generally accounted for under the cost method.

The fair market value of investments is based on the market prices for the last day of the period if the investment trades on quoted exchanges. For non-traded investments, fair value is estimated based on the underlying value of the investment, which is dependent on the performance of the investment as well as the volatility inherent in external markets. In assessing potential impairment for an investment, we will consider these factors as well as the forecasted financial performance of the investment. If the forecast is not met, we may have to record an impairment charge.

Plant, Property and Equipment

Plant, Property and Equipment.    Plant, property and equipment are recorded at cost. We recorded capitalized interest of $7 million, $7 million and $5 million incurred in 2013, 2012 and 2011, respectively. The costs of improvements that extend the life of plant, property and equipment, such as structural improvements, equipment and fixtures, are capitalized. Costs for normal repairs and maintenance are expensed as incurred. Depreciation is recorded on a straight-line basis over the estimated useful economic lives of 15 to 40 years for buildings and improvements; 3 to 10 years for furniture, fixtures and equipment; 3 to 20 years for information technology software and equipment; and the lesser of the lease term or the economic useful life for leasehold improvements. Gains or losses on the sale or retirement of assets are included in income when the assets are retired or sold provided there is reasonable assurance of the collectability of the sales price and any future activities to be performed by us relating to the assets sold are insignificant.

We evaluate the carrying value of our assets for impairment in accordance with ASC Topic 360, Property Plant, and Equipment. When a trigger event occurs for assets in use, we compare the expected undiscounted future cash flows of the assets to the net book value of the assets. If the expected undiscounted future cash flows are less than the net book value of the assets, we charge the excess of the net book value over the estimated fair value to current earnings. Fair value is based upon the discounted cash flows of the assets at rates deemed reasonable for the type of asset and prevailing market conditions, comparative sales for similar assets, appraisals and, if appropriate, current estimated net sales proceeds from pending offers.

Goodwill and Intangible Assets

Goodwill and Intangible Assets.    Goodwill and intangible assets arise in connection with acquisitions, including the acquisition of management and franchise contracts. We do not amortize goodwill and intangible assets with indefinite lives. Intangible assets with finite lives are amortized over their respective useful lives. In accordance with ASC Topic 350, Intangibles – Goodwill and Other, we review all goodwill and intangible assets for impairment annually, or upon the occurrence of a trigger event.

When testing goodwill for impairment, ASC Topic 350 permits us to assess qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount as a basis to determine whether the two-step impairment test is necessary. We also have the option to bypass the qualitative assessment for any reporting unit in any period and proceed directly to performing the first step of the two-step goodwill impairment test. We may also qualitatively assess our indefinite lived intangible assets for impairment prior to performing the quantitative impairment test. Impairment charges, if any, are recognized in operating results.

Frequent Guest Program

Frequent Guest Program.    Starwood Preferred Guest^® (“SPG”) is our frequent guest incentive marketing program. SPG members earn points based on spending at our owned, managed and franchised hotels, as incentives to first-time buyers of VOIs and residences, and through participation in affiliated partners’ programs such as co-branded credit cards and airline travel. Points may be redeemed at substantially all of our owned, leased, managed and franchised hotels as well as through other redemption opportunities with third parties, such as conversion to airline miles.

We charge our owned, managed and franchised hotels the cost of operating the SPG program, including the estimated cost of our future redemption obligation, based on a percentage of our SPG members’ qualified expenditures. Our management and franchise agreements require that we are reimbursed for the costs of operating the SPG program, including marketing, promotions and communications, and performing member services for the SPG members. As points are earned, we increase the SPG point liability for the amount of cash we receive from our managed and franchised hotels related to the future redemption obligation. For our owned hotels, we record an expense for the amount of our future redemption obligation with the offset to the SPG point liability. When points are redeemed by the SPG members, the hotels recognize revenue and the SPG point liability is reduced.

Through the services of third-party actuarial analysts, we determine the value of the future redemption obligation. This value is based on statistical formulas which project the timing of future point redemptions based on historical experience, including an estimate of the “breakage” for points that will never be redeemed, and an estimate of the points that will eventually be redeemed as well as the cost of reimbursing hotels and other third-parties for other point redemption opportunities.

We consolidate the assets and liabilities of the SPG program including the liability associated with the future redemption obligation which is included in other long-term liabilities and accrued expenses in the accompanying consolidated balance sheets. The total actuarially determined liability, as of December 31, 2013 and 2012, was $1,036 million and $922 million, respectively, of which $313 million and $275 million, respectively, was included in accrued expenses.

Legal Contingencies

Legal Contingencies.    We are subject to various legal proceedings and claims, the outcomes of which are subject to significant uncertainty. ASC Topic 450, Contingencies requires that an estimated loss from a loss contingency be accrued with a corresponding charge to income if it is probable that an asset has been impaired or a liability has been incurred and the amount of the loss can be reasonably estimated. Disclosure of a contingency is required if there is at least a reasonable possibility that a loss has been incurred. We evaluate, among other factors, the degree of probability of an unfavorable outcome and the ability to make a reasonable estimate of the amount of the loss. Changes in these factors could materially impact our financial position or our results of operations (see Note 25).

Fair Value of Financial Instruments

Fair Value of Financial Instruments.    Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy prioritizes the inputs to valuation methodologies used to measure fair value as follows;

• Level 1 — Quoted prices in active markets for identical assets or liabilities.

• Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

• Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Derivative Financial Instruments

Derivative Financial Instruments.    We periodically enter into interest rate swap agreements, based on market conditions, to manage interest rate exposure. The net settlements paid or received under these agreements are accrued consistent with the terms of the agreements and are recognized in interest expense over the term of the related debt.

We enter into forward contracts to manage exposure to foreign currency fluctuations. All foreign currency hedging instruments have an inverse correlation to the hedged assets or liabilities. Changes in the fair value of the derivative instruments are classified in the same manner as the classification of the changes in the underlying assets or liabilities due to fluctuations in foreign currency exchange rates. These forward contracts do not qualify as hedges.

We periodically enter into forward contracts to manage foreign exchange risk based on market conditions. We enter into forward contracts to hedge fluctuations in forecasted transactions based on foreign currencies that are billed in United States dollars. These forward contracts have been designated as cash flow hedges, and their change in fair value is recorded as a component of other comprehensive income. As a forecasted transaction occurs, the gain or loss is reclassified from other comprehensive income to management fees, franchise fees and other income.

We do not enter into derivative financial instruments for trading or speculative purposes, and we monitor the financial stability and credit standing of our counterparties in these transactions.

ASU 2013-05, Foreign Currency Matters (Topic 830)

Foreign Currency Translation.    Balance sheet accounts are translated at the exchange rates in effect at each period end and income and expense accounts are translated at the average rates of exchange prevailing during the year. The national currencies of foreign operations are generally the functional currencies. Gains and losses from foreign exchange and the effect of exchange rate changes on intercompany transactions long-term in nature are generally included in other comprehensive income. Gains and losses from foreign exchange rate changes related to intercompany receivables and payables that are not of a long-term investment nature are reported currently in costs and expenses and amounted to a net loss of $14 million in 2013, a net gain of $5 million in 2012 and a net loss of $12 million in 2011.

ASU 2013-11, Income Taxes (Topic 740)

Income Taxes.    We provide for income taxes in accordance with principles contained in ASC Topic 740, Income Taxes. Under these principles, we recognize the amount of income tax payable or refundable for the current year and deferred tax assets and liabilities for the future tax consequences of events that have been recognized in our financial statements or tax returns.

Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period when the new rate is enacted. Deferred tax assets are evaluated for future realization and reduced by a valuation allowance if it is more likely than not that a portion will not be realized. In assessing whether it is more likely than not that deferred tax assets will be realized, we consider all available evidence, both positive and negative, including our recent cumulative earnings experience and expectations of future available taxable income of the appropriate character by taxing jurisdiction, tax attribute carryback and carryforward periods available to us for tax reporting purposes, and prudent and feasible tax planning strategies.

We measure and recognize the amount of tax benefit that should be recorded for financial statement purposes for uncertain tax positions taken or expected to be taken in a tax return. With respect to uncertain tax positions, we evaluate the recognized tax benefits for derecognition, classification, interest and penalties, interim period accounting and disclosure requirements. Judgment is required in assessing the future tax consequences of events that have been recognized in our financial statements or tax returns.

Stock-Based Compensation

Stock-Based Compensation.    We calculate the fair value of share-based awards on the date of grant. Restricted stock awards are valued based on the share price, performance awards are valued based on a Monte Carlo simulation and, when granted in previous years, options were valued using a lattice valuation model. The Monte Carlo simulation estimates the fair value of our performance awards primarily based on the terms associated with the grant and public information that is readily available. The underlying principles in the Monte Carlo simulation are that publicly traded stocks are fairly priced and the future returns of a stock may be estimated primarily by the stock’s assumed volatility. The lattice valuation option pricing model required that we estimate key assumptions such as expected life, volatility, risk-free interest rates and dividend yield to determine the fair value of share-based awards, based on both historical information and management decision regarding market factors and trends. We amortize the share-based compensation expense over the period that the awards are expected to vest, net of estimated forfeitures. If the actual forfeitures differ from management estimates, additional adjustments to compensation expense are recorded (see Note 21).

Revenue Recognition

Revenue Recognition.    Our revenues are primarily derived from the following sources: (1) hotel and resort revenues at our owned, leased and consolidated joint venture properties; (2) management fees and franchise fees; (3) vacation ownership and residential sales; (4) other revenues from managed and franchised properties. Generally, revenues are recognized when services are rendered. Taxes collected from customers and submitted to taxing authorities are not recorded in revenue. The following is a description of the composition of our revenues:

• Owned, Leased and Consolidated Joint Ventures — Represents revenue primarily derived from hotel operations, including the rental of rooms and food and beverage sales, from our owned, leased and consolidated joint venture hotels and resorts. Revenue is recognized when rooms are occupied and services have been rendered. These revenues are impacted by global economic conditions affecting the travel and hospitality industry as well as relative market share of the local competitive set of hotels. Revenue per available room (“REVPAR”), is a leading indicator of revenue trends at owned, leased and consolidated joint venture hotels as it measures the period-over-period growth in rooms revenue for comparable properties.

• Management Fees and Franchise Fees — Represents fees earned on hotels and resorts managed worldwide, usually under long-term contracts, franchise fees received in connection with the franchise of our Luxury Collection, Westin, Le Méridien, Sheraton, Four Points by Sheraton, Aloft and Element brand names, termination fees and the amortization of deferred gains related to sold properties for which we have significant continuing involvement. Management fees are comprised of a base fee, which is generally based on a percentage of gross revenues, and an incentive fee, which is generally based on the property’s profitability. For any time during the year, when the provisions of our management contracts allow receipt of incentive fees upon termination, incentive fees are recognized for the fees due and earned as if the contract was terminated at that date, exclusive of any termination fees due or payable. Therefore, during periods prior to year-end, the incentive fees recorded may not be indicative of the eventual incentive fees that will be recognized at year-end as conditions and incentive hurdle calculations may not be final. Franchise fees are generally based on a percentage of hotel room revenues. As with our owned, leased and consolidated joint venture hotel revenues discussed above, these revenue sources are affected by conditions impacting the travel and hospitality industry as well as competition from other hotel management and franchise companies.

• Vacation Ownership and Residential Sales — We recognize revenue from VOI sales and financings and the sales of residential units which are typically a component of mixed use projects that include a hotel. Such revenues are impacted by the state of the global economy and, in particular, the U.S. economy, as well as interest rates and other economic conditions affecting the lending market. Revenue is generally recognized upon the buyer demonstrating a sufficient level of initial and continuing investment when the period of cancellation with refund has expired and receivables are deemed collectible. We determine the portion of revenues to recognize for sales accounted for under the percentage of completion method based on judgments and estimates including total project costs to complete. Additionally, we record reserves against these revenues based on expected default levels. Changes in costs could lead to adjustments to the percentage of completion status of a project, which may result in differences in the timing and amount of revenues recognized from the projects. We have also entered into licensing agreements with third-party developers to offer consumers branded condominiums or residences. Our fees from these agreements are generally based on the gross sales revenue of units sold. Residential fee revenue is recorded in the period that a purchase and sales agreement exists, delivery of services and obligations has occurred, the fee to the owner is deemed fixed and determinable and collectability of the fees is reasonably assured. Residential revenue on whole ownership units is generally recorded using the completed contract method, whereby revenue is recognized only when a sales contract is completed or substantially completed. During the performance period, costs and deposits are recorded on the balance sheet.

• Other Revenues from Managed and Franchised Properties — These revenues represent reimbursements of costs incurred by managed hotel properties and franchisees. These costs relate primarily to payroll costs at managed properties where we are the employer. Since the reimbursements are made based upon the costs incurred with no added margin, these revenues and corresponding expenses have no effect on our operating income or net income.

Insurance Retention

Insurance Retention.    Through our captive insurance company, we provide insurance coverage for workers’ compensation, employment practices liability, auto liability and physical damage, property and general liability claims arising at hotel properties owned or managed by us through policies written directly and through reinsurance arrangements. Estimated insurance claims payable represent expected settlement of outstanding claims and a provision for claims that have been incurred but not reported. These estimates are based on our assessment of potential liability using an analysis of available information including pending claims, historical experience and current cost trends. The amount of the ultimate liability may vary from these estimates. Estimated costs of these self-insurance programs are accrued, based on the analysis of third-party actuaries.

Costs Incurred to Sell VOIs

Costs Incurred to Sell VOIs.    We capitalize direct costs attributable to the sale of VOIs until the sales are recognized. Selling costs capitalized under this methodology were approximately $5 million and $4 million as of December 31, 2013 and 2012, respectively, and all such capitalized costs are included in prepaid expenses and other assets in the accompanying consolidated balance sheets. Costs eligible for capitalization follow the guidelines of ASC Topic 978, Real Estate – Time Sharing Activities. If a contract is cancelled, we charge the unrecoverable direct selling costs to expense and record forfeited deposits as income.

VOI and Residential Inventory Costs

VOI and Residential Inventory Costs.    Real estate and development costs are valued at the lower of cost or net realizable value. Development costs include both hard and soft construction costs and together with real estate costs are allocated to VOIs and residential units on the relative sales value method. Interest, property taxes and certain other carrying costs incurred during the construction process are capitalized as incurred. Such costs associated with completed VOI and residential units are expensed as incurred.

Advertising Costs

Advertising Costs.    We enter into multi-media advertising campaigns, including television, radio, internet, print advertisements and other promotional activities. Costs associated with these campaigns, including communication and production costs, are aggregated and expensed the first time that the advertising takes place. If it becomes apparent that the media campaign will not take place, then all costs are expensed at that time. During the years ended December 31, 2013, 2012 and 2011, we incurred approximately $154 million, $154 million and $149 million of advertising expense and other promotional activities, respectively, a significant portion of which was reimbursed by managed and franchised hotels.

Use of Estimates

Use of Estimates.    The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Reclassifications

Reclassifications.    Certain reclassifications have been made to the prior years’ financial statements to conform to the current year presentation.

ASU 2013-02, Comprehensive Income (Topic 220)

In February 2013, the FASB issued ASU No. 2013-02, “Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income.” This topic requires us to provide information about the amounts reclassified out of accumulated other comprehensive income by component and the line items of net income to which significant amounts are reclassified. This topic is for annual and interim periods beginning after December 15, 2012, with early adoption allowed. We adopted this ASU on January 1, 2013, and the additional disclosures are included in Note 23.

ASU No. 2013-11

ASU 2013-11, Income Taxes (Topic 740)

In July 2013, the FASB issued ASU No. 2013-11, “Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists.” This topic provides guidance on whether an unrecognized tax benefit should be presented as a reduction to a deferred tax asset or as a separate liability. This topic is for annual and interim periods beginning after December 15, 2013, with early adoption allowed. We adopted this ASU on January 1, 2014, and we do not believe the adoption of this update will have a material impact on our financial statements.

ASU No. 2013-05

ASU 2013-05, Foreign Currency Matters (Topic 830)

In March 2013, the FASB issued ASU No. 2013-05, “Foreign Currency Matters (Topic 830) Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity.” This topic clarifies that when a reporting entity ceases to have a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity, the parent is required to apply the guidance in Subtopic 830-30 to release any related cumulative translation adjustment into net income. Accordingly, the cumulative translation adjustment should be released into net income only if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided. The amendments in this ASU are effective prospectively for reporting periods beginning after December 15, 2013, and we adopted this ASU on January 1, 2014. We do not believe the adoption of this update will have a material impact on our financial statements.

ASU No. 2014-04

ASU 2014-04, Receivables Troubled Debt Restructurings by Creditors

In January 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-04, “Receivables – Troubled Debt Restructurings by Creditors (Subtopic 310-40) Reclassification or Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure.” This topic clarifies when an in substance repossession or foreclosure occurs and requires certain additional interim and annual disclosures related to such activity. The amendments in this ASU are effective for reporting periods beginning after December 15, 2014, and we expect to adopt this ASU on a prospective basis on January 1, 2015. We do not believe the adoption of this update will have a material impact on our financial statements.

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Stockholders' Equity - Additional Information (Detail) (USD $) In Millions, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Equity [Abstract]
Value of shares authorized to repurchase program	$ 750	$ 250
Shares repurchased	4,855,000	6,300,000
Average price per share for common shares repurchased	$ 64.98	$ 50.83
Total cost of common shares repurchased	316	320
Remaining capacity for authorized repurchase shares	614
Dividends paid	$ 256	$ 242
Dividends declared per share	$ 1.35	$ 1.25	$ 0.50

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Derivative Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2013

Derivative Instruments And Hedging Activities Disclosure [Abstract]

Fair Values of Derivative Instruments

The following tables summarize the fair values of our derivative instruments (in millions):

	December 31, 2013			December 31, 2012
	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Derivatives designated as hedging instruments
Asset Derivatives
Interest rate swaps	Other assets	$	1	Other assets	$	—
Liability Derivatives
Forward contracts	Accrued expenses	$	1	Accrued expenses	$	1
	December 31, 2013			December 31, 2012
	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Derivatives not designated as hedging instruments
Asset Derivatives
Forward contracts	Prepaid expenses and other	$	2	Prepaid expenses and other	$	2
Liability Derivatives
Forward contracts	Accrued expenses	$	1	Accrued expenses	$	—

Derivative Instruments Gain (Loss) Recognized in Income

The following table presents the effect of our derivatives on our Consolidated Statements of Income (in millions):

Derivatives Not Designated as Hedging Instruments	Location of Gain or (Loss) Recognized in Income on Derivative	Amount of Gain or (Loss) Recognized in Income on Derivative
		Year Ended December 31,
		2013		2012			2011
Foreign forward exchange contracts	Interest expense, net	$	14	$	(1	)	$	5
Total gain (loss) included in income		$	14	$	(1	)	$	5

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Securitized Vacation Ownership Debt (Tables)

12 Months Ended

Dec. 31, 2013

Text Block [Abstract]

Long-Term and Short-Term Securitized Vacation Ownership Debt

Long-term and short-term securitized vacation ownership debt consisted of the following (in millions):

	December 31,
	2013			2012
2005 securitization, terminated 2013	$	—		$	22
2006 securitization, terminated 2013		—			18
2009 securitization, interest rates at 5.81%, maturing 2015		36			63
2010 securitization, interest rates ranging from 3.65% to 4.75%, maturing 2021		101			138
2011 securitization, interest rates ranging from 3.67% to 4.82%, maturing 2025		105			137
2012 securitization, interest rates ranging from 2.00% to 2.76%, maturing 2023		113			155
		355			533
Less current maturities		(97	)		(150	)
Long-term debt	$	258		$	383

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Comprehensive Income - Components of Other Comprehensive Income (Loss) and Related Tax Effects (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013		Dec. 31, 2012		Dec. 31, 2011
Cash flow hedges: Before-Tax Amount
Gains (losses) arising during period, Before-Tax Amount					$ 1
Amounts reclassified from accumulated other comprehensive income, Before-Tax Amount	1	[1]	(4)	[1]	2	[1]
Net gains (losses) on cash flow hedges, Before-Tax Amount	1		(4)		3
Defined benefit pension and postretirement benefit plans: Before-Tax Amount
Gains (losses) arising during the year, Before-Tax Amount	21		(15)		(20)
Amounts reclassified from accumulated other comprehensive income, Before-Tax Amount	3	[2]	2	[2]	1	[2]
Net gains (losses) on defined benefit pension and postretirement benefit plans, Before-Tax Amount	24		(13)		(19)
Foreign currency translation adjustments: Before-Tax Amount
Foreign currency translation adjustments, Before-Tax Amount	(20)		25		(48)
Other comprehensive income, Before-Tax Amount	5		8		(64)
Cash flow hedges: Tax (Expense) or Benefit
Gains (losses) arising during period, Tax (Expense) or Benefit
Amounts reclassified from accumulated other comprehensive income, Tax (Expense) or Benefit
Net gains (losses) on cash flow hedges, Tax (Expense) or Benefit
Defined benefit pension and postretirement benefit plans: Tax (Expense) or Benefit
Gains (losses) arising during the year, Tax (Expense) or Benefit	(2)		2
Amounts reclassified from accumulated other comprehensive income, Tax (Expense) or Benefit
Net gains (losses) on defined benefit pension and postretirement benefit plans, Tax (Expense) or Benefit	(2)		2
Foreign currency translation adjustments: Tax (Expense) or Benefit
Foreign currency translation adjustments, Tax (Expense) or Benefit
Other comprehensive income, Tax (Expense) or Benefit	(2)		2
Cash flow hedges: Net-of-Tax Amount
Gains (losses) arising during period, Net-of-Tax Amount					1
Amounts reclassified from accumulated other comprehensive income, Net-of-Tax Amount	1	[1]	(4)	[1]	2	[1]
Net gains (losses) on cash flow hedges, Net-of-Tax Amount	1		(4)		3
Defined benefit pension and postretirement benefit plans: Net-of-Tax Amount
Gains (losses) arising during the year, Net-of-Tax Amount	19		(13)		(20)
Amounts reclassified from accumulated other comprehensive income, Net-of-Tax Amount	3	[2]	2	[2]	1	[2]
Net gains (losses) on defined benefit pension and postretirement benefit plans, Net-of-Tax Amount	22		(11)		(19)
Foreign currency translation adjustments: Net-of-Tax Amount
Foreign currency translation adjustments, Net-of-Tax Amount	(20)		25		(48)
Other comprehensive income, Net-of-Tax Amount	$ 3		$ 10		$ (64)

[1] Pretax gains and losses on forward contract cash flow hedges are reclassified to management fees, franchise fees and other income.

[2] Pretax amortization of defined benefit pension and postretirement benefit plans is reclassified to selling, general, administrative and other.

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Goodwill and Intangible Assets - Intangible Assets (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Goodwill [Line Items]
Other	$ 16	$ 15
Intangible assets, gross	825	785
Accumulated amortization	(200)	(187)
Intangible assets, net (excluding goodwill), Total	625	598
Trademarks and trade names [Member]
Goodwill [Line Items]
Indefinite-lived intangible assets	316	314
Management and franchise agreements [Member]
Goodwill [Line Items]
Management and franchise agreements	$ 493	$ 456

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Commitments and Contingencies - Contractual Obligations Outstanding (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013
Commitments And Contingencies Disclosure [Abstract]
Total unconditional purchase obligations	$ 122	[1]
Unconditional purchase obligations, Due in Less Than 1 Year	60	[1]
Unconditional purchase obligations, Due in 1-3 Years	45	[1]
Unconditional purchase obligations, Due in 3-5 Years	14	[1]
Unconditional purchase obligations, Due After 5 Years	3	[1]
Total other long-term obligations	23
Other long-term obligations, Due in Less Than 1 Year	1
Other long-term obligations, Due in 1-3 Years	4
Other long-term obligations, Due in 3-5 Years	5
Other long-term obligations, Due After 5 Years	13
Total contractual obligations	145
Total contractual obligations, Due in Less Than 1 Year	61
Total contractual obligations, Due in 1-3 Years	49
Total contractual obligations, Due in 3-5 Years	19
Total contractual obligations, Due After 5 Years	$ 16

[1] Included in these balances are commitments that may be reimbursed or satisfied by our managed and franchised properties.

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Comprehensive Income (Tables)

12 Months Ended

Dec. 31, 2013

Equity [Abstract]

Summary of Changes in Accumulated Other Comprehensive Income

The following table presents the changes in accumulated other comprehensive income by component for the year ended December 31, 2013 (in millions):

	For the Year Ended December 31, 2013 (a)
	Cash Flow Hedges			Defined Benefit Pension and Postretirement Benefit Plans			Foreign Currency Translation Adjustments			Total
Balance at December 31, 2012	$	(1	)	$	(86	)	$	(251	)	$	(338	)
Other comprehensive income before reclassifications		—			21			(20	)		1
Amounts reclassified from accumulated other comprehensive income		1			3			—			4
Total before tax		1			24			(20	)		5
Tax (expense) benefit		—			(2	)		—			(2	)
Net current year other comprehensive income		1			22			(20	)		3
Balance at December 31, 2013	$	—		$	(64	)	$	(271	)	$	(335	)

(a) Amounts in parentheses indicate debits.

Components of Other Comprehensive Income (Loss) and Related Tax Effects

The following table presents the components of our other comprehensive income (loss) and related tax effects for the years ended December 31, 2013, 2012 and 2011 (in millions):

	For the Year Ended December 31, (a)
	2013									2012								2011
	Before- Tax Amount			Tax (Expense) or Benefit			Net-of- Tax Amount			Before- Tax Amount			Tax (Expense) or Benefit		Net-of- Tax Amount			Before- Tax Amount			Tax (Expense) or Benefit		Net-of- Tax Amount
Cash flow hedges:
Gains (losses) arising during period	$	—		$	—		$	—		$	—		$	—	$	—		$	1		$	—	$	1
Amounts reclassified from accumulated other comprehensive income (b)		1			—			1			(4	)		—		(4	)		2			—		2
Net gains (losses) on cash flow hedges		1			—			1			(4	)		—		(4	)		3			—		3
Defined benefit pension and postretirement benefit plans:
Gains (losses) arising during the year		21			(2	)		19			(15	)		2		(13	)		(20	)		—		(20	)
Amounts reclassified from accumulated other comprehensive income (c)		3			—			3			2			—		2			1			—		1
Net gains (losses) on defined benefit pension and postretirement benefit plans		24			(2	)		22			(13	)		2		(11	)		(19	)		—		(19	)
Foreign currency translation adjustments:
Foreign currency translation adjustments		(20	)		—			(20	)		25			—		25			(48	)		—		(48	)
Other comprehensive income	$	5		$	(2	)	$	3		$	8		$	2	$	10		$	(64	)	$	—	$	(64	)

(a) Amounts in parentheses indicate debits.

(b) Pretax gains and losses on forward contract cash flow hedges are reclassified to management fees, franchise fees and other income.

(c) Pretax amortization of defined benefit pension and postretirement benefit plans is reclassified to selling, general, administrative and other.

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Vacation Ownership Notes Receivable - Future Maturities of Gross VOI Notes Receivable and Interest Rates (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013
Accounts Notes And Loans Receivable [Line Items]
2014	$ 98
2015	85
2016	85
2017	84
Thereafter	367
Total gross VOI notes receivable	719
Weighted average interest rates	12.91%
Range of interest rates, Minimum	5.00%
Range of interest rates, Maximum	17.00%
Vacation ownership loans - securitized [Member]
Accounts Notes And Loans Receivable [Line Items]
2014	60
2015	60
2016	61
2017	57
Thereafter	174
Total gross VOI notes receivable	412
Weighted average interest rates	12.97%
Range of interest rates, Minimum	5.00%
Range of interest rates, Maximum	17.00%
Vacation ownership loans - unsecuritized [Member]
Accounts Notes And Loans Receivable [Line Items]
2014	38
2015	25
2016	24
2017	27
Thereafter	193
Total gross VOI notes receivable	$ 307
Weighted average interest rates	12.84%
Range of interest rates, Minimum	5.00%
Range of interest rates, Maximum	17.00%

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Employee Benefit Plans - Weighted Average Assumptions Used to Determine Benefit Obligations (Detail)	Dec. 31, 2013	Dec. 31, 2012
Domestic Pension Benefits [Member]
Schedule Of Assumption Used To Measure Accrued Benefit Obligation And Net Periodic Benefit Costs [Line Items]
Discount rate	4.26%	3.50%
Foreign Pension Benefits [Member]
Schedule Of Assumption Used To Measure Accrued Benefit Obligation And Net Periodic Benefit Costs [Line Items]
Discount rate	4.63%	4.01%
Rate of compensation increase	3.03%	3.03%
Postretirement Benefits [Member]
Schedule Of Assumption Used To Measure Accrued Benefit Obligation And Net Periodic Benefit Costs [Line Items]
Discount rate	4.25%	3.50%

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2013

Income Tax Disclosure [Abstract]

Income Tax Data from Continuing Operations

Income tax data from our continuing operations is as follows (in millions):

	Year Ended December 31,
	2013			2012			2011
Pretax income
U.S.	$	462		$	356		$	165
Foreign		366			262			260
	$	828		$	618		$	425
Provision (benefit) for income tax
Current:
U.S. federal	$	77		$	26		$	(215	)
State and local		3			22			(21	)
Foreign		118			118			88
		198			166			(148	)
Deferred:
U.S. federal		69			(25	)		62
State and local		13			(2	)		(11	)
Foreign		(17	)		9			22
		65			(18	)		73
	$	263		$	148		$	(75	)

Composition of Net Deferred Tax Balances

Deferred income taxes represent the tax effect of the differences between the book and tax bases of assets and liabilities plus carryforward items. The composition of net deferred tax balances were as follows (in millions):

	December 31,
	2013			2012
Current deferred tax assets	$	211		$	290
Long-term deferred tax assets		591			660
Current deferred tax liabilities (1)		(17	)		(27	)
Long-term deferred tax liabilities		(48	)		(85	)
Deferred income taxes	$	737		$	838

(1) Included in the accrued taxes and other line item in the consolidated balance sheets.

Deferred Tax Assets (Liabilities)

The tax effect of the temporary differences and carryforward items that give rise to deferred tax assets (liabilities) were as follows (in millions):

	December 31,
	2013			2012
Plant, property and equipment	$	(41	)	$	(43	)
Intangibles		(51	)		(70	)
Inventories		52			73
Deferred gains		338			366
Investments		225			208
Receivables (net of reserves)		(22	)		47
Accrued expenses and other reserves		140			182
Employee benefits		84			81
Net operating loss, capital loss and tax credit carryforwards		270			223
Other		41			22
		1,036			1,089
Less valuation allowance		(299	)		(251	)
Deferred income taxes	$	737		$	838

Reconciliation of Tax Provision

A reconciliation of our tax provision at the U.S. statutory rate to the provision for income tax as reported is as follows (in millions):

	Year Ended December 31,
	2013			2012			2011
Tax provision at U.S. statutory rate	$	290		$	216		$	149
U.S. state and local income taxes		19			6			(19	)
Net U.S. tax on repatriation of foreign earnings		5			3			25
Foreign tax rate differential		(81	)		(77	)		(98	)
Foreign withholding tax		26			34			22
Tax/(benefit) on capital gains		—			(1	)		334
Change in tax law		(31	)		—			—
Change in asset basis		(2	)		(13	)		(130	)
Change in uncertain tax positions		20			15			22
Tax settlements		—			(1	)		(25	)
Tax/(benefits) on asset dispositions		(7	)		(41	)		(51	)
Change in valuation allowances		48			21			(304	)
Other		(24	)		(14	)		—
Provision for income tax (benefit)	$	263		$	148		$	(75	)

Reconciliation of Beginning and Ending Balance of Unrecognized Tax Benefits

A reconciliation of the beginning and ending balance of unrecognized tax benefits is as follows (in millions):

	Year Ended December 31,
	2013			2012			2011
Beginning of year	$	258		$	221		$	585
Additions based on tax positions related to the current year		21			14			20
Additions for tax positions of prior years		40			29			33
Settlements with tax authorities		—			(4	)		(407	)
Reductions for tax positions in prior years		(19	)		(1	)		(6	)
Reductions due to the lapse of applicable statutes of limitations		(39	)		(1	)		(4	)
End of year	$	261		$	258		$	221

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Fair Value of Financial Instruments

12 Months Ended

Dec. 31, 2013

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments

Note 24.    Fair Value of Financial Instruments

The following table presents our fair value hierarchy for our financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2013 (in millions):

	Level 1		Level 2		Level 3		Total
Assets:
Interest rate swaps	$	—	$	1	$	—	$	1
Forward contracts		—		2		—		2
	$	—	$	3	$	—	$	3
Liabilities:
Forward contracts	$	—	$	2	$	—	$	2

The interest rate swaps are valued using an income approach. Expected future cash flows are converted to a present value amount based on market expectations of the yield curve on floating interest rates, which is readily available on public markets.

The forward contracts are over the counter contracts that do not trade on a public exchange. The fair values of the contracts are classified as Level 2 since they are based on inputs such as foreign currency spot rates and forward points that are readily available on public markets. We consider both our credit risk, as well as our counterparties’ credit risk in determining fair value and we did not make an adjustment as it was deemed insignificant based on the short duration of the contracts and our rate of short-term debt.

We believe the carrying values of our financial instruments related to current assets and liabilities approximate fair value. The following table presents the carrying amounts and estimated fair values of our long-term financial instruments (in millions):

			December 31, 2013				December 31, 2012
	Hierarchy Level		Carrying Amount		Fair Value		Carrying Amount		Fair Value
Assets:
Restricted cash		1	$	3	$	3	$	6	$	6
VOI notes receivable		3		217		271		92		113
Securitized vacation ownership notes receivable		3		315		398		438		558
Other notes receivable		3		18		18		11		11
Total financial assets			$	553	$	690	$	547	$	688
Liabilities:
Long-term debt		1	$	1,265	$	1,367	$	1,273	$	1,447
Long-term securitized debt		3		258		270		383		402
Total financial liabilities			$	1,523	$	1,637	$	1,656	$	1,849
Off-Balance sheet:
Letters of credit		2	$	—	$	116	$	—	$	117
Surety bonds		2		—		81		—		80
Total off-balance sheet			$	—	$	197	$	—	$	197

The carrying value of our restricted cash approximates its fair value. We estimate the fair value of our VOI notes receivable and securitized VOI notes receivable using assumptions related to current securitization market transactions. The amount is then compared to a discounted expected future cash flow model using a discount rate commensurate with the risk of the underlying notes, primarily determined by the credit worthiness of the borrowers based on their FICO scores. The results of these two methods are then evaluated to determine the estimated fair value. The fair value of other notes receivable is estimated based on terms of the instrument and current market conditions. These financial instrument assets are recorded in the other assets line item in our consolidated balance sheet.

We estimate the fair value of our publicly traded debt based on the bid prices in the public debt markets. The carrying amount of our floating rate debt is a reasonable basis of fair value due to the variable nature of the interest rates. Our non-public, securitized debt, and fixed rate debt fair value is determined based upon discounted cash flows for the debt rates deemed reasonable for the type of debt, prevailing market conditions and the length to maturity for the debt.

The fair values of our letters of credit and surety bonds are estimated to be the same as the contract values based on the nature of the fee arrangements with the issuing financial institutions.

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Vacation Ownership Notes Receivable - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Receivables [Abstract]
Average estimated default rate for the company's pool of receivables	9.30%	9.70%
Net adjustment on loan loss reserves	$ 11
Increase in reserves for new contract sales	23
Favorable adjustment from improved performance in portfolio	12
Result of change in projected default rate	0.10%
Default rate change impact on loan loss reserve	4
Maximum outstanding period for note receivable being delinquent	30 days
Delinquent notes receivable	$ 48	$ 49
Number of days loan consider to be in default	120 days

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Derivative Financial Instruments - Fair Values of Derivative Instruments (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Derivatives designated as hedging instruments [Member] | Interest rate swaps [Member] | Other assets [Member]
Derivatives, Fair Value [Line Items]
Derivative Asset	$ 1
Derivatives designated as hedging instruments [Member] | Forward contracts [Member] | Accrued expenses [Member]
Derivatives, Fair Value [Line Items]
Derivative Liability	1	1
Derivatives not designated as hedging instruments [Member] | Forward contracts [Member] | Accrued expenses [Member]
Derivatives, Fair Value [Line Items]
Derivative Liability	1
Derivatives not designated as hedging instruments [Member] | Forward contracts [Member] | Prepaid expenses and other assets [Member]
Derivatives, Fair Value [Line Items]
Derivative Asset	$ 2	$ 2

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Segment Information - Revenues, Adjusted Ebitda, Ebitda from Unconsolidated Ventures, Capital Expenditures, Total Assets, and Investments (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended										12 Months Ended
	Dec. 31, 2013		Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012		Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2013		Dec. 31, 2012		Dec. 31, 2011
Segment Reporting Information [Line Items]
Total revenues	$ 1,506		$ 1,508	$ 1,562	$ 1,539	$ 1,533		$ 1,455	$ 1,618	$ 1,715	$ 6,115		$ 6,321		$ 5,624
Other revenues from managed and franchised hotels											2,614		2,448		2,339
Other corporate - unallocated											86		88		74
Corporate selling, general, administrative and other-unallocated											(157)		(158)		(156)
Gain (loss) on asset dispositions and impairments, net											(23)		(21)
Restructuring and other special (charges) credits											(1)		12		(68)
Adjustments to equity earnings											(42)	[1]	(42)	[1]	(54)	[1]
Interest expense											(103)		(172)		(203)
Loss on early extinguishment of debt, net													(128)		(16)
Depreciation and amortization											(267)		(251)		(265)
Discontinued operations											71		92		(13)
Income tax benefit (expense)											(263)		(148)		75
Net income attributable to Starwood	128		157	137	213	142		170	122	128	635		562		489
Capital expenditures, net											388		406		553
Assets, net	8,762					8,855					8,762		8,855		9,560
Operating Segments [Member]
Segment Reporting Information [Line Items]
Total revenues											3,417		3,785		3,213
Total segment earnings											1,334		1,290		1,115
Total earnings from unconsolidated ventures											68		67		65
Total segment capital expenditures											305		329		429
Total segment assets	4,959	[2]				5,159	[2]				4,959	[2]	5,159	[2]	5,803	[2]
Total investments in unconsolidated ventures	251					260					251		260		259
Operating Segments [Member] | Americas [Member]
Segment Reporting Information [Line Items]
Total revenues											1,548	[3]	1,627	[3]	1,630	[3]
Total segment earnings											617		581		555
Total earnings from unconsolidated ventures											32		27		29
Total segment capital expenditures											256		202		174
Total segment assets	2,072					2,229					2,072		2,229		2,307
Total investments in unconsolidated ventures	68					71					68		71		70
Operating Segments [Member] | EMEA [Member]
Segment Reporting Information [Line Items]
Total revenues											615		550		592
Total segment earnings											220		179		204
Total earnings from unconsolidated ventures													4		1
Total segment capital expenditures											45		99		100
Total segment assets	951					911					951		911		830
Total investments in unconsolidated ventures	27					25					27		25		22
Operating Segments [Member] | Asia Pacific [Member]
Segment Reporting Information [Line Items]
Total revenues											349		337		303
Total segment earnings											221		218		186
Total earnings from unconsolidated ventures											34		35		32
Total segment capital expenditures											17		15		9
Total segment assets	674					574					674		574		610
Total investments in unconsolidated ventures	138					143					138		143		137
Operating Segments [Member] | Vacation ownership & residential [Member]
Segment Reporting Information [Line Items]
Total revenues											905		1,271		688
Total segment earnings											276		312		170
Total earnings from unconsolidated ventures											2		1		3
Total segment capital expenditures											(13)	[4],[5]	13	[4],[5]	146	[4],[5]
Total segment assets	1,262					1,445					1,262		1,445		2,056
Total investments in unconsolidated ventures	18					21					18		21		30
Segment Reconciling Items [Member]
Segment Reporting Information [Line Items]
Other revenues from managed and franchised hotels											2,614		2,448		2,339
Corporate, Non-Segment [Member]
Segment Reporting Information [Line Items]
Total revenues											84		88		72
Other corporate revenues-unallocated [Member]
Segment Reporting Information [Line Items]
Capital expenditures, net											83		77		124
Other corporate assets [Member]
Segment Reporting Information [Line Items]
Assets, net	$ 3,803					$ 3,696					$ 3,803		$ 3,696		$ 3,757

[1] Includes impairment losses, interest expense, depreciation, and amortization expense related to equity earnings not allocated to segment earnings.

[2] Includes long-lived assets of $1.5 billion, $1.6 billion and $1.8 billion at December 31, 2013, 2012 and 2011, respectively, located in the United States. As well, includes long-lived assets of $378 million, $366 million and $330 million at December 31, 2013, 2012 and 2011, respectively, located in Italy. No other country contributed more than 10% of our total long-lived assets.

[3] Includes revenues of $1.1 billion for the years ended 2013, 2012 and 2011, respectively, from hotels located in the United States. No other country contributed more than 10% of our total revenues.

[4] Represents gross inventory capital expenditures less cost of sales of $(38) million, $(11) million and $90 million for the years ended 2013, 2012 and 2011, respectively. Additionally, includes development capital of $25 million, $24 million and $56 million for the years ended 2013, 2012 and 2011, respectively.

[5] Amounts presented for the years ended 2013, 2012 and 2011 exclude costs of sales of Bal Harbour of $112 million, $440 million and $76 million, respectively.

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Other Assets - Schedule of Other Assets (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract]
VOI notes receivable, net of allowance of $52 and $39	$ 217	$ 92
Prepaid expenses	183	158
Deposits and other	143	135
Total	$ 543	$ 385

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Income Taxes - Reconciliation of Tax Provision (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Income Tax Disclosure [Abstract]
Tax provision at U.S. statutory rate	$ 290	$ 216	$ 149
U.S. state and local income taxes	19	6	(19)
Net U.S. tax on repatriation of foreign earnings	5	3	25
Foreign tax rate differential	(81)	(77)	(98)
Foreign withholding tax	26	34	22
Tax/(benefit) on capital gains		(1)	334
Change in tax law	(31)
Change in asset basis	(2)	(13)	(130)
Change in uncertain tax positions	20	15	22
Tax settlements		(1)	(25)
Tax/(benefits) on asset dispositions	(7)	(41)	(51)
Change in valuation allowances	48	21	(304)
Other	(24)	(14)
Provision for income tax (benefit)	$ 263	$ 148	$ (75)

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Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2013

Commitments And Contingencies Disclosure [Abstract]

Contractual Obligations Outstanding

We had the following contractual obligations outstanding as of December 31, 2013 (in millions):

	Total		Due in Less Than 1  Year		Due in 1-3 Years		Due in 3-5 Years		Due After 5  Years
Unconditional purchase obligations (a)	$	122	$	60	$	45	$	14	$	3
Other long-term obligations		23		1		4		5		13
Total contractual obligations	$	145	$	61	$	49	$	19	$	16

(a) Included in these balances are commitments that may be reimbursed or satisfied by our managed and franchised properties.

Commercial Commitments Outstanding

We had the following commercial commitments outstanding as of December 31, 2013 (in millions):

			Amount of Commitment Expiration Per Period
	Total		Less Than 1 Year		1-3 Years		3-5 Years		After 5 Years
Standby letters of credit	$	116	$	94	$	—	$	—	$	22

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Leases and Rentals - Additional Information (Detail)	12 Months Ended
	Dec. 31, 2013
Leases [Abstract]
The leases extend	2022
Company's hotels are subject to leases of land or building facilities from third parties	2097

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Vacation Ownership Notes Receivable - Notes Receivable (Net of Reserves) Related to Vacation Ownership Loans (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Accounts Notes And Loans Receivable [Line Items]
Net notes receivable	$ 616	$ 614
Notes receivable noncurrent	532	530
Vacation ownership loans - securitized [Member]
Accounts Notes And Loans Receivable [Line Items]
Net notes receivable	369	503
Notes receivable, current	(54)	(65)
Vacation ownership loans - unsecuritized [Member]
Accounts Notes And Loans Receivable [Line Items]
Net notes receivable	247	111
Notes receivable, current	$ (30)	$ (19)

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Income Taxes - Additional Information (Detail) (USD $)	12 Months Ended				12 Months Ended		0 Months Ended	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2013 State and local jurisdiction [Member]	Dec. 31, 2013 Foreign country [Member]	Dec. 11, 2013 Mexico [Member]	Dec. 31, 2013 Mexico [Member]
Operating Loss Carryforwards [Line Items]
Undistributed foreign earnings	$ 3,300,000,000
Income taxes provided on undistributed foreign earnings	0
Net operating loss carryforwards	8,000,000				1,400,000,000	441,000,000
Operating loss carryforwards year of expiration	2032				2033	2032
Operating loss carryforwards year of begin to expire	2026				2014
Tax credit carryforward					21,000,000	1,000,000
Tax credit carryforward, indefinite amount					5,000,000
Tax credit carryforward, finite amount					16,000,000
Tax credit carryforward year of expiration					2026
Capital loss carryforward utilized	270,000,000	223,000,000				19,000,000
Other attributes carryforwards						18,000,000
Tax benefit for changes in tax law	(31,000,000)
Current statutory income tax rate							30.00%
Net valuation allowance	48,000,000	21,000,000	(304,000,000)					22,000,000
Tax benefit of discontinued operations	70,000,000
Company recognized tax benefit in continuing operations			25,000,000
Total unrecognized tax benefits	261,000,000	258,000,000	221,000,000	585,000,000
Tax benefits affecting effective tax rate	124,000,000
Settlement to result in tax benefit	52,000,000
Unrecognized tax benefits impact in the next twelve months	13,000,000
Payment of interest accrued	16,000,000	80,000,000
Accrued penalties related to unrecognized tax benefits	$ 1,000,000	$ 0

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Vacation Ownership Notes Receivable - Balances of VOI Notes Receivable by Brand and by FICO Score (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Accounts Notes And Loans Receivable [Line Items]
Total receivables	$ 719	$ 735
Sheraton [Member]
Accounts Notes And Loans Receivable [Line Items]
Total receivables	364	358
Westin [Member]
Accounts Notes And Loans Receivable [Line Items]
Total receivables	334	349
Other [Member]
Accounts Notes And Loans Receivable [Line Items]
Total receivables	21	28
700+ [Member]
Accounts Notes And Loans Receivable [Line Items]
Total receivables	366	377
700+ [Member] | Sheraton [Member]
Accounts Notes And Loans Receivable [Line Items]
Total receivables	156	153
700+ [Member] | Westin [Member]
Accounts Notes And Loans Receivable [Line Items]
Total receivables	199	208
700+ [Member] | Other [Member]
Accounts Notes And Loans Receivable [Line Items]
Total receivables	11	16
600-699 [Member]
Accounts Notes And Loans Receivable [Line Items]
Total receivables	224	218
600-699 [Member] | Sheraton [Member]
Accounts Notes And Loans Receivable [Line Items]
Total receivables	130	123
600-699 [Member] | Westin [Member]
Accounts Notes And Loans Receivable [Line Items]
Total receivables	91	91
600-699 [Member] | Other [Member]
Accounts Notes And Loans Receivable [Line Items]
Total receivables	3	4
Less than 600 [Member]
Accounts Notes And Loans Receivable [Line Items]
Total receivables	26	31
Less than 600 [Member] | Sheraton [Member]
Accounts Notes And Loans Receivable [Line Items]
Total receivables	19	23
Less than 600 [Member] | Westin [Member]
Accounts Notes And Loans Receivable [Line Items]
Total receivables	7	8
No Score [Member]
Accounts Notes And Loans Receivable [Line Items]
Total receivables	103	109
No Score [Member] | Sheraton [Member]
Accounts Notes And Loans Receivable [Line Items]
Total receivables	59	59
No Score [Member] | Westin [Member]
Accounts Notes And Loans Receivable [Line Items]
Total receivables	37	42
No Score [Member] | Other [Member]
Accounts Notes And Loans Receivable [Line Items]
Total receivables	$ 7	$ 8

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Income Taxes - Composition of Net Deferred Tax Balances (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013		Dec. 31, 2012
Income Tax Disclosure [Abstract]
Current deferred tax assets	$ 211		$ 290
Long-term deferred tax assets	591		660
Current deferred tax liabilities	(17)	[1]	(27)	[1]
Long-term deferred tax liabilities	(48)		(85)
Deferred income taxes	$ 737		$ 838

[1] Included in the accrued taxes and other line item in the consolidated balance sheets.

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Vacation Ownership Notes Receivable - Interest Income Related to VOI Notes Receivable (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Receivables [Abstract]
Vacation ownership loans - securitized	$ 63	$ 69	$ 64
Vacation ownership loans - unsecuritized	21	15	21
Interest income related to VOI notes receivable, net	$ 84	$ 84	$ 85

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Goodwill and Intangible Assets - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Goodwill [Line Items]
Finite-lived intangible assets amortization expense	$ 28	$ 25	$ 30
Management and franchise agreements [Member]
Goodwill [Line Items]
Finite-lived intangible assets amortization expense	$ 28	$ 24	$ 29

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Other Liabilities

12 Months Ended

Dec. 31, 2013

Other Liabilities Disclosure [Abstract]

Other Liabilities

Note 16.     Other Liabilities

Other liabilities consisted of the following (in millions):

	December 31,
	2013		2012
Deferred gains on asset sales	$	870	$	944
SPG point liability (a)		780		733
Deferred revenue including VOI and residential sales		37		33
Benefit plan liabilities		46		78
Deferred rent		53		51
Insurance reserves		44		45
Other		74		72
	$	1,904	$	1,956

(a) Includes the actuarially determined liability and certain deferred revenues related to the SPG program.

We defer gains realized in connection with the sale of a property for which we continue to manage through a long-term management agreement and recognize the gains over the initial term of the related agreement (see Note 11).

The decrease in benefit plan liabilities is primarily the result of changes in the actuarial pension assumptions associated with our pension plans (see Note 18).

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Discontinued Operations (Tables)

12 Months Ended

Dec. 31, 2013

Discontinued Operations And Disposal Groups [Abstract]

Summary Financial Information for Discontinued Operations

Summary financial information for discontinued operations is as follows (in millions):

	Year Ended December 31,
	2013			2012		2011
Income Statement Data
Loss from operations, net of tax	$	(1	)	$	—	$	—
Gain (loss) on dispositions, net of tax	$	71		$	92	$	(13	)

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Plant, Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2013

Property Plant And Equipment [Abstract]

Plant, Property and Equipment

Plant, property and equipment consisted of the following (in millions):

	December 31,
	2013			2012
Land and improvements	$	506		$	554
Buildings and improvements		2,895			2,985
Furniture, fixtures and equipment		1,865			1,876
Construction work in process		152			169
		5,418			5,584
Less accumulated depreciation and amortization		(2,384	)		(2,422	)
	$	3,034		$	3,162

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Transfers of Financial Assets - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013 Transactions	Dec. 31, 2012	Dec. 31, 2011
Fair Value Assumption, Date of Securitization or Asset-backed Financing Arrangement, Transferor's Continuing Involvement, Servicing Assets or Liabilities [Line Items]
Number of securitization transactions in which company has variable interest	4
Principal amount of repurchased or replaced defaulted VOI notes receivable	$ 21	$ 28
Obligation to receive cash flows from VIE	51	49	44
Unsecuritized notes receivable	12
Amount of securitized value of interest notes receivable		174
Gain (loss) recognized on securitization transaction		0
Amount of new notes securitized		155
2005 Securitization [Member]
Fair Value Assumption, Date of Securitization or Asset-backed Financing Arrangement, Transferor's Continuing Involvement, Servicing Assets or Liabilities [Line Items]
Securitization proceeds used to terminate prior securitizations	19	19
Net cash proceeds from securitization after termination of securitization and associated deal costs		140
2005 Securitization [Member] | Restricted cash [Member]
Fair Value Assumption, Date of Securitization or Asset-backed Financing Arrangement, Transferor's Continuing Involvement, Servicing Assets or Liabilities [Line Items]
Securitization proceeds used to terminate prior securitizations		18
2006 Securitization [Member]
Fair Value Assumption, Date of Securitization or Asset-backed Financing Arrangement, Transferor's Continuing Involvement, Servicing Assets or Liabilities [Line Items]
Cash payment for termination of securitization	$ 12

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Securitized Vacation Ownership Debt - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Debt Instrument [Line Items]
Amount of securitized value of interest notes receivable		$ 174
Interest expense	103	172	203
Securitized vacation ownership debt [Member]
Debt Instrument [Line Items]
Interest expense	$ 17	$ 22

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Subsequent Event

12 Months Ended

Dec. 31, 2013

Subsequent Events [Abstract]

Subsequent Event

Note 28.     Subsequent Event

In January 2014, we sold The St. Regis Bal Harbour Resort in Miami, FL for gross cash proceeds of $213 million subject to a long-term management contract. The gain realized in connection with the sale will be deferred and recognized into management fees, franchise fees and other income over the initial term of the management agreement.

In February 2014, we declared a quarterly dividend of $0.35 per share and a special dividend of $0.65 per share both of which are payable on March 28, 2014 to stockholders of record on March 11, 2014.

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Leases and Rentals (Tables)

12 Months Ended

Dec. 31, 2013

Leases [Abstract]

Minimum Future Rents Payable under Non-Cancelable Operating Leases with Third Parties

Our minimum future rents at December 31, 2013 payable under non-cancelable operating leases with third parties were as follows (in millions):

2014	$	100
2015		98
2016		94
2017		81
2018		79
Thereafter		901

Rent Expense under Non-Cancelable Operating Leases

Rent expense under non-cancelable operating leases consisted of the following (in millions):

	Year Ended December 31,
	2013			2012			2011
Minimum rent	$	105		$	102		$	108
Contingent rent		11			9			9
Sublease rent		(4	)		(3	)		(4	)
	$	112		$	108		$	113

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Plant, Property and Equipment - Plant, Property and Equipment (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Property Plant And Equipment [Abstract]
Land and improvements	$ 506	$ 554
Buildings and improvements	2,895	2,985
Furniture, fixtures and equipment	1,865	1,876
Construction work in process	152	169
Property, Plant and Equipment, Gross, Total	5,418	5,584
Less accumulated depreciation and amortization	(2,384)	(2,422)
Plant, property and equipment, net	$ 3,034	$ 3,162

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Leases and Rentals - Rent Expense under Non-Cancelable Operating Leases (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Leases [Abstract]
Minimum rent	$ 105	$ 102	$ 108
Contingent rent	11	9	9
Sublease rent	(4)	(3)	(4)
Total rent expense	$ 112	$ 108	$ 113

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Significant Accounting Policies - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Accounting Policies [Line Items]
Inventories	$ 217	$ 361
Average estimated default rate	9.30%	9.70%
Estimated projected default value	4
Projected default rate on impact to loan loss reserve	0.10%
Maximum outstanding period for note receivable being delinquent	30 days
Loan repossession period	120 days
Minimum percentage in joint venture to account as equity method investment	20.00%
Maximum percentage in joint venture to account as equity method investment	50.00%
Minimum percentage of interest to consolidate joint venture	50.00%
Plant, property and equipment including capitalized interest	7	7	5
Total actuarial liability	1,904	1,956
Accrued expenses	1,092	1,074
Gains and losses from foreign exchange rate changes related to intercompany receivables and payables reported in costs and expenses	14	5	12
Advertising expense and other promotional activities	154	154	149
SPG [Member]
Accounting Policies [Line Items]
Total actuarial liability	1,036	922
Accrued expenses	313	275
Inventories [Member]
Accounting Policies [Line Items]
Capitalized interest			37
Minimum [Member] | Buildings and improvements [Member]
Accounting Policies [Line Items]
Estimated useful economic lives of assets	15 years
Minimum [Member] | Furniture, fixtures and equipment [Member]
Accounting Policies [Line Items]
Estimated useful economic lives of assets	3 years
Minimum [Member] | Information technology software and equipment [Member]
Accounting Policies [Line Items]
Estimated useful economic lives of assets	3 years
Maximum [Member] | Buildings and improvements [Member]
Accounting Policies [Line Items]
Estimated useful economic lives of assets	40 years
Maximum [Member] | Furniture, fixtures and equipment [Member]
Accounting Policies [Line Items]
Estimated useful economic lives of assets	10 years
Maximum [Member] | Information technology software and equipment [Member]
Accounting Policies [Line Items]
Estimated useful economic lives of assets	20 years
VOI [Member]
Accounting Policies [Line Items]
Inventories	182	220
Loan delinquency period	When it is more than 30 days outstanding
Loan repossession period	We do not resume interest accrual until payment is made. We consider loans to be in default upon reaching 120 days outstanding
Capitalized selling and marketing cost included in prepaid expenses and other assets	5	4
Residential inventory [Member]
Accounting Policies [Line Items]
Inventories	$ 7	$ 112

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Debt (Tables)

12 Months Ended

Dec. 31, 2013

Debt Disclosure [Abstract]

Long-Term Debt and Short-Term Borrowings

Long-term debt and short-term borrowings consisted of the following (in millions):

	December 31,
	2013			2012
Senior Credit Facility:
Revolving Credit Facility, maturing 2018	$	—		$	—
Senior Notes, interest at 7.375%, maturing 2015		294			294
Senior Notes, interest at 6.75%, maturing 2018		372			371
Senior Notes, interest at 7.15%, maturing 2019		207			206
Senior Notes, interest at 3.125%, maturing 2023		349			349
Mortgages and other, interest rates ranging from 1.00% to 9.00%, various maturities		45			55
		1,267			1,275
Less current maturities		(2	)		(2	)
Long-term debt	$	1,265		$	1,273

Aggregate Debt Maturities

Aggregate debt maturities for each of the years ending December 31 are as follows (in millions):

2014	$	2
2015		296
2016		34
2017		3
2018		372
Thereafter		560
	$	1,267

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Consolidated Statements of Cash Flows (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Operating Activities
Net income	$ 635	$ 562	$ 487
Discontinued operations:
(Gain) loss on dispositions, net	(71)	(92)	13
Stock-based compensation expense	54	63	75
Excess stock-based compensation tax benefit	(26)	(72)	(26)
Depreciation and amortization	267	251	265
Amortization of deferred loan costs	5	6	11
(Gain) loss on debt extinguishment, net	(4)	128	16
Non-cash portion of restructuring and other special charges (credits), net	1
Non-cash foreign currency (gains) losses, net	14	(5)	12
Amortization of deferred gains	(91)	(87)	(87)
Provision for doubtful accounts	22	33	31
Distributions in excess (deficit) of equity earnings			7
Loss (gain) on asset dispositions and impairments, net	23	21
Non-cash portion of income tax expense (benefit)	65	(20)	63
Changes in working capital:
Restricted cash	46	(2)	(27)
Accounts receivable	(42)	(3)	(45)
Inventories	156	448	(14)
Prepaid expenses and other	(4)	(7)	(15)
Accounts payable and accrued expenses	10	(115)	62
Accrued income taxes	58	76	(195)
Securitized VOI notes receivable activity, net	144	7	(45)
VOI notes receivable activity, net	(157)	(24)	12
Other, net	46	16	41
Cash (used for) from operating activities	1,151	1,184	641
Investing Activities
Purchases of plant, property and equipment	(364)	(362)	(385)
Proceeds from asset sales, net	260	528	290
Issuance of notes receivable		(4)	(10)
Collection of notes receivable, net	3	4	7
Acquisitions, net of acquired cash	(67)	(45)	(72)
Purchases of investments	(1)	(2)	(8)
Proceeds from investments	4	4	4
Other, net	7	3	(2)
Cash (used for) from investing activities	(158)	126	(176)
Financing Activities
Revolving credit facility and short-term borrowings (repayments), net
Long-term debt issued		358	47
Long-term debt repaid	(1)	(1,409)	(650)
Long-term securitized debt issued		166	200
Long-term securitized debt repaid	(178)	(165)	(162)
(Increase) decrease in restricted cash	(19)	69	(144)
Dividends paid	(256)	(242)	(99)
Proceeds from stock option exercises	88	74	70
Excess stock-based compensation tax benefit	26	72	22
Share repurchases	(316)	(320)
Other, net	(22)	(59)	(39)
Cash (used for) from financing activities	(678)	(1,456)	(755)
Exchange rate effect on cash and cash equivalents	(4)	(3)	(9)
Increase (decrease) in cash and cash equivalents	311	(149)	(299)
Cash and cash equivalents - beginning of period	305	454	753
Cash and cash equivalents - end of period	616	305	454
Cash paid (received) during the period for:
Interest	68	170	188
Income taxes, net of refunds	130	103	42
Non-cash acquisition of Hotel Imperial			$ 57

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Stock-Based Compensation - Restricted Stock and Units Activity (Detail) (USD $) In Millions, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2013
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Restricted Stock and Units, Outstanding, Beginning Balance	3.7
Restricted Stock and Units, Granted	1.2
Restricted Stock and Units, Lapse of restrictions	(1.7)
Restricted Stock and Units, Forfeited or canceled	(0.2)
Restricted Stock and Units, Outstanding, Ending Balance	3.0
Restricted Stock and Units Outstanding, Weighted Average Grant Date Value Per Share, Beginning Balance	$ 50.49
Restricted Stock and Units Granted, Weighted Average Grant Date Value Per Share	$ 60.38
Restricted Stock and Units Lapse of restrictions, Weighted Average Grant Date Value Per Share	$ 43.39
Restricted Stock and Units Forfeited or canceled, Weighted Average Grant Date Value Per Share	$ 58.26
Restricted Stock and Units Outstanding, Weighted Average Grant Date Value Per Share, Ending Balance	$ 57.83

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Earnings per Share - Reconciliation of Basic Earnings Per Share to Diluted Earnings Per Share for Income from Continuing Operations (Detail) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended																12 Months Ended
	Dec. 31, 2013		Sep. 30, 2013		Jun. 30, 2013		Mar. 31, 2013		Dec. 31, 2012		Sep. 30, 2012		Jun. 30, 2012		Mar. 31, 2012		Dec. 31, 2013		Dec. 31, 2012		Dec. 31, 2011
Earnings Per Share [Abstract]
Basic earnings from continuing operations attributable to Starwood's common stockholders	$ 128		$ 157		$ 137		$ 143		$ 65		$ 147		$ 129		$ 129		$ 565		$ 470		$ 502
Employee options and restricted stock awards
Diluted earnings from continuing operations attributable to Starwood's common stockholders																	$ 565		$ 470		$ 502
Basic earnings from continuing operations attributable to Starwood's common stockholders																	191		193		189
Employee options and restricted stock awards, Shares																	2		4		6
Diluted earnings from continuing operations attributable to Starwood's common stockholders																	193		197		195
Basic earnings from continuing operations attributable to Starwood's common stockholders, Per share	$ 0.68	[1]	$ 0.82	[1]	$ 0.72	[1]	$ 0.74	[1]	$ 0.34	[1]	$ 0.76	[1]	$ 0.67	[1]	$ 0.67	[1]	$ 2.96	[1]	$ 2.44	[1]	$ 2.65
Diluted earnings from continuing operations attributable to Starwood's common stockholders, Per share	$ 0.67	[1]	$ 0.81	[1]	$ 0.71	[1]	$ 0.73	[1]	$ 0.33	[1]	$ 0.75	[1]	$ 0.66	[1]	$ 0.65	[1]	$ 2.92	[1]	$ 2.39	[1]	$ 2.57

[1] Amounts presented are attributable to Starwood's common stockholders.

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Segment Information - Revenues, Adjusted Ebitda, Ebitda from Unconsolidated Ventures, Capital Expenditures, Total Assets, and Investments (Parenthetical) (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended								12 Months Ended												12 Months Ended																		12 Months Ended
	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2013 Operating Segments [Member]	Dec. 31, 2012 Operating Segments [Member]	Dec. 31, 2011 Operating Segments [Member]	Dec. 31, 2013 Maximum [Member]	Dec. 31, 2011 Maximum [Member]	Dec. 31, 2010 Maximum [Member]	Dec. 31, 2013 Maximum [Member] Operating Segments [Member]	Dec. 31, 2012 Maximum [Member] Operating Segments [Member]	Dec. 31, 2011 Maximum [Member] Operating Segments [Member]	Dec. 31, 2013 Americas [Member] Operating Segments [Member]		Dec. 31, 2012 Americas [Member] Operating Segments [Member]		Dec. 31, 2011 Americas [Member] Operating Segments [Member]		Dec. 31, 2013 EMEA [Member] Operating Segments [Member]	Dec. 31, 2012 EMEA [Member] Operating Segments [Member]	Dec. 31, 2011 EMEA [Member] Operating Segments [Member]	Dec. 31, 2013 Vacation ownership & residential [Member] Operating Segments [Member]	Dec. 31, 2012 Vacation ownership & residential [Member] Operating Segments [Member]	Dec. 31, 2011 Vacation ownership & residential [Member] Operating Segments [Member]	Dec. 31, 2013 Bal Harbour [Member]	Dec. 31, 2012 Bal Harbour [Member]	Dec. 31, 2011 Bal Harbour [Member]	Dec. 31, 2013 United States [Member] Americas [Member] Operating Segments [Member]	Dec. 31, 2012 United States [Member] Americas [Member] Operating Segments [Member]	Dec. 31, 2011 United States [Member] Americas [Member] Operating Segments [Member]	Dec. 31, 2013 United States [Member] Americas [Member] Operating Segments [Member] Hotels [Member]	Dec. 31, 2011 United States [Member] Americas [Member] Operating Segments [Member] Hotels [Member]	Dec. 31, 2010 United States [Member] Americas [Member] Operating Segments [Member] Hotels [Member]	Dec. 31, 2013 ITALY [Member] EMEA [Member] Operating Segments [Member]	Dec. 31, 2012 ITALY [Member] EMEA [Member] Operating Segments [Member]	Dec. 31, 2011 ITALY [Member] EMEA [Member] Operating Segments [Member]
Segment Reporting Information [Line Items]
Total revenues	$ 1,506	$ 1,508	$ 1,562	$ 1,539	$ 1,533	$ 1,455	$ 1,618	$ 1,715	$ 6,115	$ 6,321	$ 5,624	$ 3,417	$ 3,785	$ 3,213							$ 1,548	[1]	$ 1,627	[1]	$ 1,630	[1]	$ 615	$ 550	$ 592	$ 905	$ 1,271	$ 688							$ 1,100	$ 1,100	$ 1,100
Total revenues, percentage															10.00%	10.00%	10.00%
Gross inventory capital expenditures less cost of sales																														(38)	(11)	90
Development capital																														25	24	56
Costs of sales																																	112	440	76
Segment of long-lived assets																																				$ 1,500	$ 1,600	$ 1,800				$ 378	$ 366	$ 330
Long-lived assets																		10.00%	10.00%	10.00%

[1] Includes revenues of $1.1 billion for the years ended 2013, 2012 and 2011, respectively, from hotels located in the United States. No other country contributed more than 10% of our total revenues.

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Goodwill and Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2013

Goodwill And Intangible Assets Disclosure [Abstract]

Changes in Carrying Amount of Goodwill

The changes in the carrying amount of goodwill for the years ended December 31, 2013 and 2012 was as follows (in millions):

	Americas Segment			EAME Segment			Asia Pacific Segment			Vacation Ownership and Residential Segment		Total
Balance at January 1, 2012	$	786		$	256		$	283		$	151	$	1,476
Acquisitions		—			6			—			—		6
Currency translation adjustment		—			3			—			—		3
Asset dispositions		(58	)		—			—			—		(58	)
Other		—			—			—			—		—
Balance at December 31, 2012	$	728		$	265		$	283		$	151	$	1,427
Balance at January 1, 2013	$	728		$	265		$	283		$	151	$	1,427
Acquisitions		—			—			—			—		—
Currency translation adjustment		(1	)		5			(1	)		—		3
Asset dispositions		(22	)		—			—			—		(22	)
Other		—			(1	)		—			—		(1	)
Balance at December 31, 2013	$	705		$	269		$	282		$	151	$	1,407

Intangible Assets

Intangible assets consisted of the following (in millions):

	December 31,
	2013			2012
Trademarks and trade names	$	316		$	314
Management and franchise agreements		493			456
Other		16			15
		825			785
Accumulated amortization		(200	)		(187	)
	$	625		$	598

Amortization Expense Relating to Intangible Assets with Finite Lives

Amortization expense relating to intangible assets with finite lives for each of the years ended December 31, is expected to be as follows (in millions):

2014	$	28
2015		27
2016		25
2017		24
2018		23

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Stockholders' Equity

12 Months Ended

Dec. 31, 2013

Equity [Abstract]

Stockholders' Equity

Note 20.     Stockholders’ Equity

Share Repurchases.    During the years ended December 31, 2013 and 2012, our Board of Directors authorized increases of $750 million and $250 million, respectively, to our share repurchase program. During the year ended December 31, 2013, we repurchased approximately 4,855,000 common shares at an average price of $64.98 for a total cost of approximately $316 million. During the year ended December 31, 2012, we repurchased 6,300,000 common shares at an average price of $50.83 for a total cost of approximately $320 million. As of December 31, 2013, $614 million remained available under the share repurchase authorization.

Dividends. In December 2013, we paid $256 million of dividends, or $1.35 per share, to stockholders of record as of December 13, 2013. In December 2012, we paid $242 million of dividends, or $1.25 per share, to stockholders of record as of December 14, 2012.

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Leases and Rentals

12 Months Ended

Dec. 31, 2013

Leases [Abstract]

Leases and Rentals

Note 19.     Leases and Rentals

We lease certain equipment for the operations of our hotels under various lease agreements. The leases extend for varying periods through 2022 and generally are for a fixed amount each month. In addition, several of our hotels are subject to leases of land or building facilities from third parties, which extend for varying periods through 2097 and generally contain fixed and variable components. The variable components of leases of land or building facilities are primarily based on the operating profit or revenues of the related hotels.

Our minimum future rents at December 31, 2013 payable under non-cancelable operating leases with third parties were as follows (in millions):

2014	$	100
2015		98
2016		94
2017		81
2018		79
Thereafter		901

Rent expense under non-cancelable operating leases consisted of the following (in millions):

	Year Ended December 31,
	2013			2012			2011
Minimum rent	$	105		$	102		$	108
Contingent rent		11			9			9
Sublease rent		(4	)		(3	)		(4	)
	$	112		$	108		$	113

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Discontinued Operations - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gain (loss) on disposition, net of tax	$ 71	$ 92	$ (13)
Gain from favorable settlement of certain liabilities	1	23
Impairment and loss on sale of four wholly-owned hotels		5
Loss recognized in discontinued operations from sale of interest in a consolidated joint venture, net of tax			18
Tax benefit expense on gain (loss) from disposition of discontinued operations			10
Losses for accrued interest related to the uncertain tax position		5	5
One wholly-owned hotel [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gain (loss) on disposition, net of tax		$ 78
Four wholly-owned hotels [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of wholly-owned hotels sold		4

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Fair Value of Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2013

Fair Value Disclosures [Abstract]

Financial Assets and Liabilities Measured at Fair Value on Recurring Basis

The following table presents our fair value hierarchy for our financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2013 (in millions):

	Level 1		Level 2		Level 3		Total
Assets:
Interest rate swaps	$	—	$	1	$	—	$	1
Forward contracts		—		2		—		2
	$	—	$	3	$	—	$	3
Liabilities:
Forward contracts	$	—	$	2	$	—	$	2

Carrying Amounts and Estimated Fair Values of Long-Term Financial Instruments

The following table presents the carrying amounts and estimated fair values of our long-term financial instruments (in millions):

			December 31, 2013				December 31, 2012
	Hierarchy Level		Carrying Amount		Fair Value		Carrying Amount		Fair Value
Assets:
Restricted cash		1	$	3	$	3	$	6	$	6
VOI notes receivable		3		217		271		92		113
Securitized vacation ownership notes receivable		3		315		398		438		558
Other notes receivable		3		18		18		11		11
Total financial assets			$	553	$	690	$	547	$	688
Liabilities:
Long-term debt		1	$	1,265	$	1,367	$	1,273	$	1,447
Long-term securitized debt		3		258		270		383		402
Total financial liabilities			$	1,523	$	1,637	$	1,656	$	1,849
Off-Balance sheet:
Letters of credit		2	$	—	$	116	$	—	$	117
Surety bonds		2		—		81		—		80
Total off-balance sheet			$	—	$	197	$	—	$	197

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Other Assets (Tables)

12 Months Ended

Dec. 31, 2013

Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract]

Schedule of Other Assets

Other assets included the following (in millions):

	December 31,
	2013		2012
VOI notes receivable, net of allowance of $52 and $39	$	217	$	92
Prepaid expenses		183		158
Deposits and other		143		135
Total	$	543	$	385

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Stock-Based Compensation

12 Months Ended

Dec. 31, 2013

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Stock-Based Compensation

Note 21.     Stock-Based Compensation

In accordance with our 2004 Long-Term Incentive Compensation Plan (the “2004 LTIP”), during the five month period ended May 31, 2013, we granted restricted stock, restricted stock units and performance shares to executive officers, members of the Board of Directors and certain employees.

A target number of contingent performance shares were awarded to certain executives in February 2013 in lieu of stock options. Vesting of the performance shares is dependent upon a market condition and three years of continuous service beginning at date of grant, subject to a prorated adjustment for employees who are terminated under certain circumstances or who retire. The market condition is based on our total stockholder return relative to the total stockholder return of a specified group of peer companies at the end of a three-calendar-year performance period beginning January 1, 2013 and ending December 31, 2015. The number of performance shares earned is determined based on our percentile ranking among these companies. The performance shares are entitled to any dividends made during the performance period in the same proportion as the number of performance shares that vest. Dividends will be paid at the end of the service period.

We classified the performance shares as a share-based equity award, and as such, compensation expense related to these shares is based on the grant-date fair value, which will be recognized ratably over the requisite service period. We determined the fair value of the performance shares using a Monte Carlo simulation valuation model. The Monte Carlo simulation estimates the fair value of our performance awards primarily based on the terms associated with the grant and public information that is readily available. The underlying principles in the Monte Carlo simulation are that publicly traded stocks are fairly priced and the future returns of a stock may be estimated primarily by the stock’s assumed volatility. During the year ended December 31, 2013, we granted approximately 164,000 performance shares with a grant date fair value of $77.72 per share under the 2004 LTIP. In addition, we granted approximately 1,173,000 shares of restricted stock and restricted stock units that had a weighted average grant date fair value of $60.30 per share or unit under the 2004 LTIP.

On May 31, 2013, our stockholders approved the 2013 Long-Term Incentive Compensation Plan (“2013 LTIP”), which superseded the 2004 LTIP. The 2013 LTIP authorizes the Compensation Committee of the Board of Directors to provide equity-based compensation in the form of stock options, stock appreciation rights, unrestricted stock, restricted stock, restricted stock units, performance shares, performance units and other stock-based awards for the purpose of providing our officers and other employees, and those of our subsidiaries, and non-employees who perform employee functions, incentives and rewards for performance. During the year ended December 31, 2013, we granted approximately 30,000 shares of restricted stock and restricted stock units that had a weighted average grant date fair value of $63.47 per share or unit under the 2013 LTIP.

Although no additional awards will be granted under the 2004 LTIP, the provisions under the previous plan will continue to govern awards that have been granted and remain outstanding under that plan. No awards may be granted under the 2013 LTIP after the tenth anniversary of the date on which the stockholders approved the 2013 LTIP. However, awards outstanding under the 2013 LTIP will continue to be governed by the 2013 LTIP until all awards granted prior to that date are no longer outstanding. The approval of the 2013 LTIP significantly decreased the number of shares that we may issue pursuant to equity-based awards from 56 million shares to 11 million shares of common stock. The aggregate number of new shares available to be granted under the 2013 LTIP at December 31, 2013 was approximately 11 million.

Compensation expense, net of reimbursements during 2013, 2012 and 2011 was approximately $54 million, $63 million and $75 million, respectively, resulting in tax benefits of $21 million, $24 million and $29 million, respectively. As of December 31, 2013, there was approximately $62 million of unrecognized compensation cost, net of estimated forfeitures, including the impact of reimbursement from third parties, which is expected to be recognized over a weighted-average period of 1.5 years on a straight-line basis.

As of December 31, 2013, 164,000 performance shares remained outstanding with a remaining life of 2.0 years.

In 2013, we did not grant any stock options. In 2012 and 2011, we utilized the Lattice model to calculate the fair value of option grants. The weighted average assumptions used to determine the fair value of option grants were as follows:

	Year Ended December 31,
	2012			2011
Dividend yield		1.25	%		0.75	%
Volatility:
Near term		37.0	%		36.0	%
Long term		46.0	%		44.0	%
Expected life		6 yrs.			6 yrs.
Yield curve:
6 month		0.14	%		0.18	%
1 year		0.18	%		0.25	%
3 year		0.41	%		1.18	%
5 year		0.84	%		2.13	%
10 year		1.94	%		3.42	%

The dividend yield was estimated based on the expected annualized dividend payment and the average expected price of our common shares during the same periods.

The estimated volatility was based on a combination of historical share price volatility as well as implied volatility based on market analysis. The historical share price volatility was measured over an 8-year period, which is equal to the contractual term of the options.

The expected life represents the period that our stock-based awards are expected to be outstanding and was determined based on an actuarial calculation using historical experience, giving consideration to the contractual terms of the stock-based awards and vesting schedules.

The yield curve (risk-free interest rate) was based on the implied zero-coupon yield from the U.S. Treasury yield curve over the expected term of the option.

The following table summarizes our stock option activity during 2013:

	Options (In  Millions)			Weighted  Average Exercise Price Per Share
Outstanding at December 31, 2012		4.2		$	35.72
Granted		—			n/a
Exercised		(3.0	)		29.84
Forfeited, Canceled or Expired		(0.1	)		54.80
Outstanding at December 31, 2013		1.1		$	48.62
Exercisable at December 31, 2013		0.7		$	46.17

As of December 31, 2013 and 2012, we had non-vested options totaling 0.4 million and 1.7 million, respectively, with a weighted average grant date fair value of $18.71 and $10.85, respectively. During the year ended December 31, 2013, 1.2 million options vested with a weighted average grant date fair value of $7.54.

The weighted-average fair value per option for options granted during 2012 and 2011 was $18.62, and $21.84, respectively, and the service period is typically four years. The total intrinsic value of options exercised during 2013, 2012 and 2011 was approximately $104 million, $84 million and $62 million, respectively, resulting in tax benefits of approximately $32 million, $32 million and $23 million, respectively.

The aggregate intrinsic value of outstanding options as of December 31, 2013 was $34 million. The aggregate intrinsic value of exercisable options as of December 31, 2013 was $23 million. The weighted-average contractual life was 4.1 years for outstanding options and 3.2 years for exercisable options as of December 31, 2013.

We recognize compensation expense, equal to the fair market value of the stock on the date of grant for restricted stock and unit grants, over the service period. The weighted-average fair value per restricted stock or unit granted during 2013, 2012 and 2011 was $60.38, $54.96 and $60.77, respectively. The service period is typically three years except in the case of restricted stock and units issued in lieu of a portion of an annual cash bonus where the restriction period is typically in equal installments over a two year period, or in equal installments on the first, second and third fiscal year ends following grant date with distribution at the end of the third fiscal year.

The fair value of restricted stock and units for which the restrictions lapsed during 2013, 2012 and 2011 was approximately $103 million, $237 million and $154 million, respectively.

The following table summarizes our restricted stock and units activity during 2013:

	Number of Restricted Stock and Units			Weighted Average Grant Date Value Per Share
	(In Millions)
Outstanding at December 31, 2012		3.7		$	50.49
Granted		1.2			60.38
Lapse of restrictions		(1.7	)		43.39
Forfeited or canceled		(0.2	)		58.26
Outstanding at December 31, 2013		3.0		$	57.83

2002 Employee Stock Purchase Plan

In April 2002, the Board of Directors adopted (and in May 2002 the stockholders approved) our 2002 Employee Stock Purchase Plan (the “ESPP”) to provide our employees with an opportunity to purchase shares through payroll deductions and we reserved approximately 12.0 million shares for issuance under the ESPP. The ESPP commenced in October 2002.

All full-time employees who have completed 30 days of continuous service and who are employed by us on U.S. payrolls are eligible to participate in the ESPP. Eligible employees may contribute up to 20% of their total cash compensation to the ESPP. Amounts withheld are applied at the end of every three-month accumulation period to purchase shares. The value of the shares (determined as of the beginning of the offering period) that may be purchased by any participant in a calendar year is limited to $25,000. The purchase price to employees is equal to 95% of the fair market value of shares at the end of each period. Participants may withdraw their contributions at any time before shares are purchased.

Approximately 0.1 million shares were issued under the ESPP during the year ended December 31, 2013 at purchase prices ranging from $57.31 to $70.76. Approximately 0.1 million shares were issued under the ESPP during the year ended December 31, 2012 at purchase prices ranging from $50.21 to $52.37.

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Derivative Financial Instruments

12 Months Ended

Dec. 31, 2013

Derivative Instruments And Hedging Activities Disclosure [Abstract]

Derivative Financial Instruments

Note 22.    Derivative Financial Instruments

We enter into forward contracts to manage foreign exchange risk based on market conditions. We enter into forward contracts to hedge forecasted transactions based in certain foreign currencies, including Euro, Canadian Dollar and Yen. These forward contracts have been designated and qualify as cash flow hedges, and their change in fair value is recorded as a component of other comprehensive income and reclassified into earnings in the same period or periods in which the forecasted transaction occurs. To qualify as a hedge, we need to formally document, designate and assess the effectiveness of the transactions that receive hedge accounting. The notional dollar amount of the outstanding Euro forward contracts at December 31, 2013 were $50 million, with average exchange rates of 1.4, with terms of primarily less than one year. We review the effectiveness of our hedging instruments on a quarterly basis and record any ineffectiveness into earnings. We discontinue hedge accounting for any hedge that is no longer evaluated to be highly effective. From time to time, we may choose to de-designate portions of hedges when changes in estimates of forecasted transactions occur. Each of these hedges was highly effective in offsetting fluctuations in foreign currencies.

We also enter into forward contracts to manage foreign exchange risk on intercompany loans that are not deemed permanently invested. These forward contracts are not designated as hedges, and their change in fair value is recorded in our consolidated statements of income during each reporting period. These forward contracts provide an economic hedge, as they largely offset foreign currency exposures on intercompany loans.

We enter into interest rate swap agreements to manage interest expense. The swaps qualify as fair value swaps and modify our interest rate exposure by effectively converting debt with a fixed rate to a floating rate. Our objective is to manage the impact of interest rates on the results of operations, cash flows and the market value of our debt. At December 31, 2013, we had four interest rate swap agreements with an aggregate notional amount of $200 million under which we pay floating rates and receive fixed rates of interest (“Fair Value Swaps”). The Fair Value Swaps hedge the change in fair value of certain fixed rate debt related to fluctuations in interest rates and mature in 2018 and 2019. These interest rate swaps have been designated and qualify as fair value hedges and have met the requirements to assume zero ineffectiveness.

During the year ended December 31, 2012, in connection with the redemptions of our 6.25% Senior Notes due 2013 and our 7.875% Senior Notes due 2014, we terminated our 2013 and 2014 interest rate swap agreements with a total notional amount of $400 million, resulting in a gain of approximately $9 million recorded in the loss on early extinguishment of debt, net, line item in our consolidated statements of income.

The counterparties to our derivative financial instruments are major financial institutions. We evaluate the credit ratings of the financial institutions and believe that credit risk is at an acceptable level.

The following tables summarize the fair values of our derivative instruments (in millions):

	December 31, 2013			December 31, 2012
	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Derivatives designated as hedging instruments
Asset Derivatives
Interest rate swaps	Other assets	$	1	Other assets	$	—
Liability Derivatives
Forward contracts	Accrued expenses	$	1	Accrued expenses	$	1
	December 31, 2013			December 31, 2012
	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Derivatives not designated as hedging instruments
Asset Derivatives
Forward contracts	Prepaid expenses and other	$	2	Prepaid expenses and other	$	2
Liability Derivatives
Forward contracts	Accrued expenses	$	1	Accrued expenses	$	—

The following table presents the effect of our derivatives on our Consolidated Statements of Income (in millions):

Derivatives Not Designated as Hedging Instruments	Location of Gain or (Loss) Recognized in Income on Derivative	Amount of Gain or (Loss) Recognized in Income on Derivative
		Year Ended December 31,
		2013		2012			2011
Foreign forward exchange contracts	Interest expense, net	$	14	$	(1	)	$	5
Total gain (loss) included in income		$	14	$	(1	)	$	5

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Consolidated Statements of Equity (Parenthetical) (Additional Paid-in Capital [Member], USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Additional Paid-in Capital [Member]
Stock option and restricted stock award transactions are net of a tax benefit	$ 26	$ 72	$ 26

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Comprehensive Income

12 Months Ended

Dec. 31, 2013

Equity [Abstract]

Comprehensive Income

Note 23.    Comprehensive Income

On January 1, 2013, we adopted ASU No. 2013-02, “Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income.” This topic requires us to provide information about the amounts reclassified out of accumulated other comprehensive income by component and the line item of net income to which significant amounts are reclassified.

The following table presents the changes in accumulated other comprehensive income by component for the year ended December 31, 2013 (in millions):

	For the Year Ended December 31, 2013 (a)
	Cash Flow Hedges			Defined Benefit Pension and Postretirement Benefit Plans			Foreign Currency Translation Adjustments			Total
Balance at December 31, 2012	$	(1	)	$	(86	)	$	(251	)	$	(338	)
Other comprehensive income before reclassifications		—			21			(20	)		1
Amounts reclassified from accumulated other comprehensive income		1			3			—			4
Total before tax		1			24			(20	)		5
Tax (expense) benefit		—			(2	)		—			(2	)
Net current year other comprehensive income		1			22			(20	)		3
Balance at December 31, 2013	$	—		$	(64	)	$	(271	)	$	(335	)

(a) Amounts in parentheses indicate debits.

The following table presents the components of our other comprehensive income (loss) and related tax effects for the years ended December 31, 2013, 2012 and 2011 (in millions):

	For the Year Ended December 31, (a)
	2013									2012								2011
	Before- Tax Amount			Tax (Expense) or Benefit			Net-of- Tax Amount			Before- Tax Amount			Tax (Expense) or Benefit		Net-of- Tax Amount			Before- Tax Amount			Tax (Expense) or Benefit		Net-of- Tax Amount
Cash flow hedges:
Gains (losses) arising during period	$	—		$	—		$	—		$	—		$	—	$	—		$	1		$	—	$	1
Amounts reclassified from accumulated other comprehensive income (b)		1			—			1			(4	)		—		(4	)		2			—		2
Net gains (losses) on cash flow hedges		1			—			1			(4	)		—		(4	)		3			—		3
Defined benefit pension and postretirement benefit plans:
Gains (losses) arising during the year		21			(2	)		19			(15	)		2		(13	)		(20	)		—		(20	)
Amounts reclassified from accumulated other comprehensive income (c)		3			—			3			2			—		2			1			—		1
Net gains (losses) on defined benefit pension and postretirement benefit plans		24			(2	)		22			(13	)		2		(11	)		(19	)		—		(19	)
Foreign currency translation adjustments:
Foreign currency translation adjustments		(20	)		—			(20	)		25			—		25			(48	)		—		(48	)
Other comprehensive income	$	5		$	(2	)	$	3		$	8		$	2	$	10		$	(64	)	$	—	$	(64	)

(a) Amounts in parentheses indicate debits.

(b) Pretax gains and losses on forward contract cash flow hedges are reclassified to management fees, franchise fees and other income.

(c) Pretax amortization of defined benefit pension and postretirement benefit plans is reclassified to selling, general, administrative and other.

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Deferred Gains - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Other Liabilities Disclosure [Abstract]
Deferred gains on sale of assets included in accrued expenses and other liabilities	$ 954	$ 1,035
Amortization of deferred gains	$ 91	$ 87	$ 87

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Stock-Based Compensation - Weighted Average Assumptions Used to Determine Fair Value of Option Grants (Detail)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Dividend yield	1.25%	0.75%
Expected life	6 years	6 years
6 month	0.14%	0.18%
1 year	0.18%	0.25%
3 year	0.41%	1.18%
5 year	0.84%	2.13%
10 year	1.94%	3.42%
Near term [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Volatility	37.00%	36.00%
Long term [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Volatility	46.00%	44.00%

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Earnings per Share (Tables)

12 Months Ended

Dec. 31, 2013

Earnings Per Share [Abstract]

Reconciliation of Basic Earnings Per Share to Diluted Earnings Per Share for Income from Continuing Operations

The following is a reconciliation of basic earnings per share to diluted earnings per share for income from continuing operations attributable to Starwood’s common stockholders (in millions, except per share data):

	Year Ended December 31,
	2013						2012						2011
	Earnings		Shares		Per Share		Earnings		Shares		Per Share		Earnings		Shares		Per Share
Basic earnings from continuing operations attributable to Starwood’s common stockholders	$	565		191	$	2.96	$	470		193	$	2.44	$	502		189	$	2.65
Effect of dilutive securities:
Employee options and restricted stock awards		—		2				—		4				—		6
Diluted earnings from continuing operations attributable to Starwood’s common stockholders	$	565		193	$	2.92	$	470		197	$	2.39	$	502		195	$	2.57

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Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2013

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Weighted Average Assumptions Used to Determine Fair Value of Option Grants

The weighted average assumptions used to determine the fair value of option grants were as follows:

	Year Ended December 31,
	2012			2011
Dividend yield		1.25	%		0.75	%
Volatility:
Near term		37.0	%		36.0	%
Long term		46.0	%		44.0	%
Expected life		6 yrs.			6 yrs.
Yield curve:
6 month		0.14	%		0.18	%
1 year		0.18	%		0.25	%
3 year		0.41	%		1.18	%
5 year		0.84	%		2.13	%
10 year		1.94	%		3.42	%

Stock Option Activity

The following table summarizes our stock option activity during 2013:

	Options (In  Millions)			Weighted  Average Exercise Price Per Share
Outstanding at December 31, 2012		4.2		$	35.72
Granted		—			n/a
Exercised		(3.0	)		29.84
Forfeited, Canceled or Expired		(0.1	)		54.80
Outstanding at December 31, 2013		1.1		$	48.62
Exercisable at December 31, 2013		0.7		$	46.17

Restricted Stock and Units Activity

The following table summarizes our restricted stock and units activity during 2013:

	Number of Restricted Stock and Units			Weighted Average Grant Date Value Per Share
	(In Millions)
Outstanding at December 31, 2012		3.7		$	50.49
Granted		1.2			60.38
Lapse of restrictions		(1.7	)		43.39
Forfeited or canceled		(0.2	)		58.26
Outstanding at December 31, 2013		3.0		$	57.83

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Goodwill and Intangible Assets - Amortization Expense Relating to Intangible Assets with Finite Lives (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013
Goodwill And Intangible Assets Disclosure [Abstract]
2014	$ 28
2015	27
2016	25
2017	24
2018	$ 23

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Consolidated Balance Sheets (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Current assets:
Cash and cash equivalents	$ 616	$ 305
Restricted cash	134	158
Accounts receivable, net of allowance for doubtful accounts of $59 and $59	643	586
Inventories	217	361
Securitized vacation ownership notes receivable, net of allowance for doubtful accounts of $6 and $9	54	65
Deferred income taxes	211	290
Prepaid expenses and other	121	124
Total current assets	1,996	1,889
Investments	251	260
Plant, property and equipment, net	3,034	3,162
Assets held for sale, net		36
Goodwill and intangible assets, net	2,032	2,025
Deferred income taxes	591	660
Other assets	543	385
Securitized vacation ownership notes receivable, net	315	438
Total assets	8,762	8,855
Current liabilities:
Short-term borrowings and current maturities of long-term debt	2	2
Accounts payable	105	121
Current maturities of long-term securitized vacation ownership debt	97	150
Accrued expenses	1,092	1,074
Accrued salaries, wages and benefits	404	395
Accrued taxes and other	224	274
Total current liabilities	1,924	2,016
Long-term debt	1,265	1,273
Long-term securitized vacation ownership debt	258	383
Deferred income taxes	48	85
Other liabilities	1,904	1,956
Total liabilities	5,399	5,713
Commitments and contingencies
Stockholders' equity:
Common stock; $0.01 par value; authorized 1,000,000,000 shares; outstanding 191,897,809 and 193,121,094 shares at December 31, 2013 and 2012, respectively	2	2
Additional paid-in capital	661	816
Accumulated other comprehensive loss	(335)	(338)
Retained earnings	3,032	2,657
Total Starwood stockholders' equity	3,360	3,137
Noncontrolling interest	3	5
Total equity	3,363	3,142
Total liabilities and stockholders' equity	$ 8,762	$ 8,855

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Vacation Ownership Notes Receivable (Tables)

12 Months Ended

Dec. 31, 2013

Text Block [Abstract]

Notes Receivable (Net of Reserves) Related to Vacation Ownership Loans

Notes receivable (net of reserves) related to our vacation ownership loans consist of the following (in millions):

	December 31,
	2013			2012
Vacation ownership loans – securitized	$	369		$	503
Vacation ownership loans – unsecuritized		247			111
		616			614
Less: current portion
Vacation ownership loans – securitized		(54	)		(65	)
Vacation ownership loans – unsecuritized		(30	)		(19	)
	$	532		$	530

Interest Income Related to VOI Notes Receivable

Interest income related to our VOI notes receivable was as follows (in millions):

	Year Ended December 31,
	2013		2012		2011
Vacation ownership loans – securitized	$	63	$	69	$	64
Vacation ownership loans – unsecuritized		21		15		21
	$	84	$	84	$	85

Future Maturities of Gross VOI Notes Receivable and Interest Rates

The following tables present future maturities of gross VOI notes receivable (in millions) and interest rates:

	Securitized			Unsecuritized			Total
2014	$	60		$	38		$	98
2015		60			25			85
2016		61			24			85
2017		57			27			84
Thereafter		174			193			367
Balance at December 31, 2013	$	412		$	307		$	719
Weighted average interest rates		12.97	%		12.84	%		12.91	%
Range of interest rates		5 to 17	%		5 to 17	%		5 to 17	%

Loan Loss Reserve

The activity and balances for our loan loss reserve were as follows (in millions):

	Securitized			Unsecuritized			Total
Balance at December 31, 2010	$	82		$	79		$	161
Provisions for loan losses		2			27			29
Write-offs		—			(54	)		(54	)
Other		(4	)		4			—
Balance at December 31, 2011		80			56			136
Provisions for loan losses		—			26			26
Write-offs		—			(41	)		(41	)
Other		(7	)		7			—
Balance at December 31, 2012		73			48			121
Provisions for loan losses		(10	)		21			11
Write-offs		—			(29	)		(29	)
Other		(20	)		20			—
Balance at December 31, 2013	$	43		$	60		$	103

Balances of VOI Notes Receivable by Brand and by FICO Score

Balances of our VOI notes receivable by brand and by FICO score were as follows (in millions):

	As of December 31, 2013
	700+		600-699		<600		No Score		Total
Sheraton	$	156	$	130	$	19	$	59	$	364
Westin		199		91		7		37		334
Other		11		3		—		7		21
	$	366	$	224	$	26	$	103	$	719

	As of December 31, 2012
	700+		600-699		<600		No Score		Total
Sheraton	$	153	$	123	$	23	$	59	$	358
Westin		208		91		8		42		349
Other		16		4		—		8		28
	$	377	$	218	$	31	$	109	$	735

Past Due Balances of VOI Notes Receivable

Past due balances of VOI notes receivable by credit quality indicators were as follows (in millions):

	Total Receivables		Current		Delinquent
					30-59 Days		60-89 Days		>90 Days		Total
As of December 31, 2013	$	719	$	671	$	9	$	5	$	34	$	48
As of December 31, 2012	$	735	$	686	$	7	$	5	$	37	$	49

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Securitized Vacation Ownership Debt - Long-Term and Short-Term Securitized Vacation Ownership Debt (Parenthetical) (Detail)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
2005 securitization, terminated 2013 [Member]
Debt Instrument [Line Items]
Maturity year of update instrument	2013	2013
2006 securitization, terminated 2013 [Member]
Debt Instrument [Line Items]
Maturity year of update instrument	2013	2013
2009 securitization, interest rates at 5.81%, maturing 2015 [Member]
Debt Instrument [Line Items]
Interest rate, stated rate	5.81%	5.81%
Maturity year of update instrument	2015	2015
2010 securitization, interest rates ranging from 3.65% to 4.75%, maturing 2021 [Member]
Debt Instrument [Line Items]
Interest rate minimum	3.65%	3.65%
Interest rate maximum	4.75%	4.75%
Maturity year of update instrument	2021	2021
2011 securitization, interest rates ranging from 3.67% to 4.82%, maturing 2025 [Member]
Debt Instrument [Line Items]
Interest rate minimum	3.67%	3.67%
Interest rate maximum	4.82%	4.82%
Maturity year of update instrument	2025	2025
2012 securitization, interest rates ranging from 2.00% to 2.76%, maturing 2023 [Member]
Debt Instrument [Line Items]
Interest rate minimum	2.00%	2.00%
Interest rate maximum	2.76%	2.76%
Maturity year of update instrument	2023	2023

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Stock-Based Compensation - Additional Information (Detail) (USD $)	12 Months Ended		12 Months Ended	0 Months Ended	12 Months Ended						12 Months Ended					0 Months Ended	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013 Performance Shares [Member]	May 31, 2013 2004 Long-Term Incentive Compensation Plan [Member]	Dec. 31, 2013 2004 Long-Term Incentive Compensation Plan [Member]	Dec. 31, 2012 2004 Long-Term Incentive Compensation Plan [Member]	Dec. 31, 2011 2004 Long-Term Incentive Compensation Plan [Member]	Dec. 31, 2013 2004 Long-Term Incentive Compensation Plan [Member] Performance Shares [Member]	Dec. 31, 2013 2004 Long-Term Incentive Compensation Plan [Member] Restricted stock and restricted stock units [Member]	May 31, 2013 2004 Long-Term Incentive Compensation Plan [Member] Maximum [Member]	Dec. 31, 2013 2013 Long-Term Incentive Compensation Plan [Member]	Dec. 31, 2012 2013 Long-Term Incentive Compensation Plan [Member]	Dec. 31, 2011 2013 Long-Term Incentive Compensation Plan [Member]	May 31, 2013 2013 Long-Term Incentive Compensation Plan [Member]	Dec. 31, 2013 2013 Long-Term Incentive Compensation Plan [Member] Minimum [Member]	Apr. 30, 2002 2002 Employee Stock Purchase Plan [Member]	Dec. 31, 2013 2002 Employee Stock Purchase Plan [Member]	Dec. 31, 2012 2002 Employee Stock Purchase Plan [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting period of performance shares	3 years
Restricted stock and restricted stock units granted during the period	1,200,000							164,000	1,173,000		30,000
Restricted stock and units granted, weighted average grant value per share	$ 60.38				$ 60.38	$ 54.96	$ 60.77	$ 77.72	$ 60.30		$ 63.47
Additional awards granted				0
Aggregate number of new shares available for grant										56,000,000				0	11,000,000
Compensation expense, net of reimbursements											$ 54,000,000	$ 63,000,000	$ 75,000,000
Tax benefits from compensation expense											21,000,000	24,000,000	29,000,000
Unrecognized compensation cost, net of estimated forfeitures					62,000,000
Weighted-average period of unrecognized compensation cost, expected to be recognized					1 year 6 months
Shares remained outstanding	3,000,000	3,700,000	164,000
Shares remaining life			2 years
Historical share price volatility period					8 years
Total non-vested options					400,000	1,700,000
Weighted average grant date fair value for non-vested options					$ 18.71	$ 10.85
Non-vested options vested in period					1,200,000
Weighted average grant date fair value for non-vested options vested					$ 7.54
Weighted-average fair value per option for options granted						$ 18.62	$ 21.84
Weighted average service period					4 years
Total intrinsic value of options exercised					104,000,000	84,000,000	62,000,000
Tax benefits from stock options exercised					32,000,000	32,000,000	23,000,000
Aggregate intrinsic value of outstanding options					34,000,000
Aggregate intrinsic value of exercisable options					23,000,000
Weighted-average contractual life for outstanding options					4 years 1 month 6 days
Weighted-average contractual life for exercisable options					3 years 2 months 12 days
Service period for restricted stock/units and options					3 years
Restriction period for restricted stock/units and options	2 years
Fair value of restricted stock and units for which restrictions lapsed					103,000,000	237,000,000	154,000,000
Shares reserved for issuance under the ESPP																12,000,000
Eligibility of employee continuous service period																	30 days
Maximum employees contribution allowed to the ESPP as a percentage of total cash compensation																20.00%
Employee accumulated period to purchase shares																3 months
Maximum value of shares that may be purchased by participant under ESPP																$ 25,000
Purchase price to employees under ESPP, equal to fair market value of shares																95.00%
Shares issued under the ESPP																	100,000	100,000
Share purchase price under ESPP, lower range																	$ 57.31	$ 50.21
Share purchase price under ESPP, upper range																	$ 70.76	$ 52.37

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Consolidated Statements of Comprehensive Income (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Statement Of Income And Comprehensive Income [Abstract]
Net income	$ 635	$ 562	$ 487
Other comprehensive income (loss), net of taxes:
Foreign currency translation adjustments	(20)	25	(48)
Defined benefit pension and postretirement plans activity	22	(11)	(19)
Cash flow hedges net gains (losses)	1	(4)	3
Total other comprehensive income (loss), net of taxes	3	10	(64)
Comprehensive income	638	572	423
Net loss attributable to noncontrolling interests			2
Foreign currency translation adjustments attributable to noncontrolling interests			(1)
Comprehensive income attributable to Starwood	$ 638	$ 572	$ 424

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Debt - Additional Information (Detail) (USD $)	12 Months Ended			0 Months Ended		0 Months Ended			12 Months Ended								12 Months Ended
	Dec. 31, 2013 Swap	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2012 Senior credit facility [Member]	Dec. 31, 2013 Two interest rate swap agreements [Member]	Dec. 05, 2012 Senior Notes, interest at 3.125%, maturing 2023 [Member]	Dec. 31, 2013 Senior Notes, interest at 3.125%, maturing 2023 [Member]	Dec. 31, 2012 Senior Notes, interest at 3.125%, maturing 2023 [Member]	Dec. 31, 2012 Senior Notes, interest at 7.875%, maturing 2014 [Member]	Dec. 31, 2013 Senior Notes, interest at 7.375%, maturing 2015 [Member]	Dec. 31, 2012 Senior Notes, interest at 7.375%, maturing 2015 [Member]	Dec. 31, 2013 Senior Notes, interest at 6.75%, maturing 2018 [Member]	Dec. 31, 2012 Senior Notes, interest at 6.75%, maturing 2018 [Member]	Dec. 31, 2013 Senior Notes, interest at 7.15%, maturing 2019 [Member]	Dec. 31, 2012 Senior Notes, interest at 7.15%, maturing 2019 [Member]	Dec. 31, 2012 6.25% Senior Notes due 2013 [Member]	Dec. 31, 2012 Senior Notes, interest at 6.25%, redeemed in 2012 [Member]
Debt Instrument [Line Items]
Issued new debt				$ 1,750,000,000		$ 350,000,000
Maturity period of facility				Feb. 01, 2018		Feb. 15, 2023
Available borrowing capacity under its domestic and foreign lines of credit	1,750,000,000
Incentive, in the form of mortgages and other loan			10,000,000
Principal threshold limit	The Loan had an opportunity for $7 million principal forgiveness if a certain employment threshold was met before December 31, 2014.
Loan forgiven under employment threshold	7,000,000
Tender offer to purchase outstanding Senior Notes									321,000,000		156,000,000		29,000,000		40,000,000
Extinguishment of Senior Notes									833,000,000								513,000,000
Option exercised to redeem the remaining									179,000,000							495,000,000
Charge on debt extinguishment		(128,000,000)	(16,000,000)						(113,000,000)								(15,000,000)
Interest rate stated rate						3.125%	3.125%	3.125%	7.875%	7.375%	7.375%	6.75%	6.75%	7.15%	7.15%	6.25%
Prepaid third party		52,000,000
Number of interest rate swaps	4
Notional amount of interest rate swaps					$ 200,000,000

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Quarterly Results (Unaudited) (Tables)

12 Months Ended

Dec. 31, 2013

Quarterly Financial Information Disclosure [Abstract]

Schedule of Quarterly Financial Information

	Three Months Ended
	March 31			June 30			September 30		December 31		Year
	(In millions, except per share data)
2013
Revenues	$	1,539		$	1,562		$	1,508	$	1,506	$	6,115
Costs and expenses	$	1,307		$	1,312		$	1,265	$	1,306	$	5,190
Income from continuing operations	$	142		$	138		$	157	$	128	$	565
Net (income) loss from continuing operations attributable to noncontrolling interests	$	1		$	(1	)	$	—	$	—	$	—
Income (loss) from continuing operations attributable to Starwood’s common stockholders	$	143		$	137		$	157	$	128	$	565
Discontinued operations	$	70		$	—		$	—	$	—	$	70
Net income attributable to Starwood	$	213		$	137		$	157	$	128	$	635
Earnings per share (a)
Basic —
Income (loss) from continuing operations	$	0.74		$	0.72		$	0.82	$	0.68	$	2.96
Discontinued operations	$	0.37		$	0.00		$	0.00	$	0.00	$	0.37
Net income	$	1.11		$	0.72		$	0.82	$	0.68	$	3.33
Diluted —
Income (loss) from continuing operations	$	0.73		$	0.71		$	0.81	$	0.67	$	2.92
Discontinued operations	$	0.36		$	0.00		$	0.00	$	0.00	$	0.36
Net income	$	1.09		$	0.71		$	0.81	$	0.67	$	3.28
2012
Revenues	$	1,715		$	1,618		$	1,455	$	1,533	$	6,321
Costs and expenses	$	1,488		$	1,376		$	1,255	$	1,290	$	5,409
Income (loss) from continuing operations	$	129		$	129		$	147	$	65	$	470
Net (income) loss from continuing operations attributable to noncontrolling interests	$	—		$	—		$	—	$	—	$	—
Income (loss) from continuing operations attributable to Starwood’s common stockholders	$	129		$	129		$	147	$	65	$	470
Discontinued operations	$	(1	)	$	(7	)	$	23	$	77	$	92
Net income attributable to Starwood	$	128		$	122		$	170	$	142	$	562
Earnings per share (a)
Basic —
Income (loss) from continuing operations	$	0.67		$	0.67		$	0.76	$	0.34	$	2.44
Discontinued operations	$	0.00		$	(0.04	)	$	0.12	$	0.40	$	0.48
Net income	$	0.67		$	0.63		$	0.88	$	0.74	$	2.92
Diluted —
Income (loss) from continuing operations	$	0.65		$	0.66		$	0.75	$	0.33	$	2.39
Discontinued operations	$	0.00		$	(0.04	)	$	0.12	$	0.39	$	0.47
Net income	$	0.65		$	0.62		$	0.87	$	0.72	$	2.86

(a) Amounts presented are attributable to Starwood’s common stockholders.

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Discontinued Operations - Summary Financial Information for Discontinued Operations (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Income Statement Data
Loss from operations, net of tax	$ (1)
Gain (loss) on dispositions, net of tax	$ 71	$ 92	$ (13)

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Segment Information

12 Months Ended

Dec. 31, 2013

Segment Reporting [Abstract]

Segment Information

Note 26.     Segment Information

Our hotel business is segregated into three separate hotel segments: (i) the Americas, (ii) EAME, and (iii) Asia Pacific. The vacation ownership and residential business is a separate segment.

Our reportable segments each have a division president who is responsible for the management of the division. Each division president reports directly to our Chief Executive Officer who is also the Chief Operating Decision Maker (“CODM”). Financial information for each reportable segment is reviewed by the CODM to assess performance and make decisions regarding the allocation of resources.

Each hotel segment generates its earnings through a network of owned, leased, consolidated and unconsolidated joint venture hotels and resorts operated primarily under our proprietary brand names including St. Regis^®, The Luxury Collection^®, W^®, Westin^®, Le Méridien^®, Sheraton^®, Four Points^® by Sheraton, Aloft^®, and Element^®, and as well as hotels and resorts which are managed or franchised under these brand names in exchange for fees.

The management of our vacation ownership and residential sales business is conducted by the vacation ownership and residential segment. The vacation ownership and residential segment generates its earnings through the acquisition, development and operation of vacation ownership resorts, marketing and selling of VOIs, and providing financing to customers who purchase such interests.

The CODM primarily evaluates the operating performance of a segment based on segment earnings. We define segment earnings as net income attributable to our common stockholders before interest expense, taxes, depreciation and amortization, as well as our share of interest, depreciation and amortization associated with our unconsolidated joint ventures, excluding certain recurring and nonrecurring items, such as restructuring costs and other special charges, gains (losses) on debt extinguishment and gains (losses) on asset dispositions and impairments. Residential revenue generated at hotel properties is recorded in the corresponding geographic hotel segment. General, administrative and other expenses directly related to the segments are included in the calculation of segment earnings, whereas corporate general, administrative, and other expenses are not included in the segment earnings calculation. In addition to revenues recorded within our four segments, we also have other revenues from managed and franchised properties, which represent the reimbursement of costs incurred on behalf of managed and franchised property owners. These revenues, together with the corresponding expenses, are not recorded within our segments. Other corporate unallocated revenues and earnings primarily relate to other license fee income and are also reported outside of segment revenues.

The following tables present revenues, segment earnings, earnings from unconsolidated ventures, capital expenditures, total assets, and investments in unconsolidated ventures for our reportable segments (in millions):

	Year Ended December 31,
	2013		2012		2011
Revenues:
Americas (a)	$	1,548	$	1,627	$	1,630
EAME		615		550		592
Asia Pacific		349		337		303
Vacation ownership and residential		905		1,271		688
Total segment revenues		3,417		3,785		3,213
Other revenues from managed and franchised hotels		2,614		2,448		2,339
Other corporate revenues — unallocated		84		88		72
	$	6,115	$	6,321	$	5,624

(a) Includes revenues of $1.1 billion for the years ended 2013, 2012 and 2011, respectively, from hotels located in the United States. No other country contributed more than 10% of our total revenues.

	Year Ended December 31,
	2013			2012			2011
Segment earnings:
Americas	$	617		$	581		$	555
EAME		220			179			204
Asia Pacific		221			218			186
Vacation ownership and residential		276			312			170
Total segment earnings		1,334			1,290			1,115
Other corporate — unallocated		86			88			74
Corporate selling, general, administrative and other—unallocated		(157	)		(158	)		(156	)
Gain (loss) on asset dispositions and impairments, net		(23	)		(21	)		—
Restructuring and other special (charges) credits		(1	)		12			(68	)
Adjustments to equity earnings (a)		(42	)		(42	)		(54	)
Interest expense		(103	)		(172	)		(203	)
Loss on early extinguishment of debt, net		—			(128	)		(16	)
Depreciation and amortization		(267	)		(251	)		(265	)
Discontinued operations		71			92			(13	)
Income tax benefit (expense)		(263	)		(148	)		75
Net income attributable to Starwood	$	635		$	562		$	489

(a) Includes impairment losses, interest expense, depreciation, and amortization expense related to equity earnings not allocated to segment earnings.

	Year Ended December 31,
	2013		2012		2011
Earnings from unconsolidated ventures:
Americas	$	32	$	27	$	29
EAME		—		4		1
Asia Pacific		34		35		32
Vacation ownership and residential		2		1		3
Total earnings from unconsolidated ventures	$	68	$	67	$	65

	Year Ended December 31,
	2013			2012		2011
Capital expenditures:
Americas	$	256		$	202	$	174
EAME		45			99		100
Asia Pacific		17			15		9
Vacation ownership and residential(a)(b)		(13	)		13		146
Total segment capital expenditures		305			329		429
Other corporate unallocated		83			77		124
	$	388		$	406	$	553

(a) Represents gross inventory capital expenditures less cost of sales of $(38) million, $(11) million and $90 million for the years ended 2013, 2012 and 2011, respectively. Additionally, includes development capital of $25 million, $24 million and $56 million for the years ended 2013, 2012 and 2011, respectively.

(b) Amounts presented for the years ended 2013, 2012 and 2011 exclude costs of sales of Bal Harbour of $112 million, $440 million and $76 million, respectively.

	December 31,
	2013		2012		2011
Assets:
Americas	$	2,072	$	2,229	$	2,307
EAME		951		911		830
Asia Pacific		674		574		610
Vacation ownership and residential		1,262		1,445		2,056
Total segment assets(a)		4,959		5,159		5,803
Other corporate assets		3,803		3,696		3,757
	$	8,762	$	8,855	$	9,560

(a) Includes long-lived assets of $1.5 billion, $1.6 billion and $1.8 billion at December 31, 2013, 2012 and 2011, respectively, located in the United States. As well, includes long-lived assets of $378 million, $366 million and $330 million at December 31, 2013, 2012 and 2011, respectively, located in Italy. No other country contributed more than 10% of our total long-lived assets.

	December 31,
	2013		2012		2011
Investments in unconsolidated ventures:
Americas	$	68	$	71	$	70
EAME		27		25		22
Asia Pacific		138		143		137
Vacation ownership and residential		18		21		30
Total investments in unconsolidated ventures	$	251	$	260	$	259

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Valuation and Qualifying Accounts (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013		Dec. 31, 2012		Dec. 31, 2011
Valuation and Qualifying Accounts Disclosure [Line Items]
Charged to/from Other Accounts	$ (18)		$ 10		$ (8)
Allowance for trade receivables [Member]
Valuation and Qualifying Accounts Disclosure [Line Items]
Balance January 1,	40		29		32
Charged to/reversed from Expenses	11		7		5
Charged to/from Other Accounts	2	[1]	7	[1]	(1)	[1]
Payments/ Other	(6)		(3)		(7)
Balance December 31,	47		40		29
Allowance for notes receivable [Member]
Valuation and Qualifying Accounts Disclosure [Line Items]
Balance January 1,	159		175		202
Charged to/reversed from Expenses	20		26		28
Payments/ Other	(47)		(42)		(55)
Balance December 31,	132		159		175
Restructuring and other special charges [Member]
Valuation and Qualifying Accounts Disclosure [Line Items]
Balance January 1,	78		89		29
Charged to/reversed from Expenses	1		(12)		68
Charged to/from Other Accounts	(20)	[1]	3	[1]	(7)	[1]
Payments/ Other	(39)		(2)		(1)
Balance December 31,	$ 20		$ 78		$ 89

[1] Charged to/from other accounts:

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Asset Dispositions and Impairments - Schedule of Impairment Charges of the Segment Asset Groups (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Impaired Long-Lived Assets Held and Used [Line Items]
Impairment charges	$ 19	$ 2	$ 7
Americas [Member]
Impaired Long-Lived Assets Held and Used [Line Items]
Impairment charges	17		5
EAME [Member]
Impaired Long-Lived Assets Held and Used [Line Items]
Impairment charges	$ 2	$ 2	$ 2

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Income Taxes

12 Months Ended

Dec. 31, 2013

Income Tax Disclosure [Abstract]

Income Taxes

Note 13.     Income Taxes

Income tax data from our continuing operations is as follows (in millions):

	Year Ended December 31,
	2013			2012			2011
Pretax income
U.S.	$	462		$	356		$	165
Foreign		366			262			260
	$	828		$	618		$	425
Provision (benefit) for income tax
Current:
U.S. federal	$	77		$	26		$	(215	)
State and local		3			22			(21	)
Foreign		118			118			88
		198			166			(148	)
Deferred:
U.S. federal		69			(25	)		62
State and local		13			(2	)		(11	)
Foreign		(17	)		9			22
		65			(18	)		73
	$	263		$	148		$	(75	)

No U.S. income taxes have been provided on filing basis undistributed foreign earnings of $3.3 billion as of December 31, 2013 since we have the ability and intent to permanently reinvest these amounts. If such earnings were repatriated, additional tax expense may result, although the calculation of such additional taxes is not practicable.

Deferred income taxes represent the tax effect of the differences between the book and tax bases of assets and liabilities plus carryforward items. The composition of net deferred tax balances were as follows (in millions):

	December 31,
	2013			2012
Current deferred tax assets	$	211		$	290
Long-term deferred tax assets		591			660
Current deferred tax liabilities (1)		(17	)		(27	)
Long-term deferred tax liabilities		(48	)		(85	)
Deferred income taxes	$	737		$	838

(1) Included in the accrued taxes and other line item in the consolidated balance sheets.

The tax effect of the temporary differences and carryforward items that give rise to deferred tax assets (liabilities) were as follows (in millions):

	December 31,
	2013			2012
Plant, property and equipment	$	(41	)	$	(43	)
Intangibles		(51	)		(70	)
Inventories		52			73
Deferred gains		338			366
Investments		225			208
Receivables (net of reserves)		(22	)		47
Accrued expenses and other reserves		140			182
Employee benefits		84			81
Net operating loss, capital loss and tax credit carryforwards		270			223
Other		41			22
		1,036			1,089
Less valuation allowance		(299	)		(251	)
Deferred income taxes	$	737		$	838

In assessing whether it is more likely than not that deferred tax assets will be realized, we consider all available evidence, both positive and negative, including our recent cumulative earnings experience and expectations of future available taxable income of the appropriate character by taxing jurisdiction, tax attribute carryback and carryforward periods available to us for tax reporting purposes, and prudent and feasible tax planning strategies. Considering the factors, a possibility exists that we may release a portion of the valuation allowance against some deferred tax assets in the next twelve months in the event of sustainable earnings or the identification of a prudent and feasible tax planning strategy.

At December 31, 2013, we had gross federal net operating loss carryforwards of $8 million which have varying expiration dates extending through 2032, the earliest of which will begin to expire in 2026. It is more likely than not that substantially all of these attributes will be realized prior to expiration.

At December 31, 2013, we had gross state net operating loss carryforwards of approximately $1.4 billion, which have varying expiration dates extending through 2033, the earliest of which will begin to expire in 2014. We also had state tax credit carryforwards of $21 million of which $5 million are indefinite and $16 million will fully expire by 2026. We have established a valuation allowance against a portion of these attributes as it is more likely than not that they will not be fully realized due to a lack of sustainable earnings in separate state filings.

At December 31, 2013, we had foreign net operating losses, capital losses and other attributes, which are indefinite or have varying expiration dates extending through 2032, of approximately $441 million, $19 million and $18 million, respectively. We also had tax credit carryforwards of approximately $1 million in foreign jurisdictions. We have established a valuation allowance against the majority of these attributes as it is more likely than not that these attributes will be not realized prior to expiration.

On September 13, 2013, Treasury and the Internal Revenue Service (the “IRS”) issued final regulations regarding the deduction and capitalization of expenditures related to tangible property, which could affect deferred income taxes. The final regulations under Internal Revenue Code Sections 162, 167, and 263(a) apply to amounts paid to acquire, produce, or improve tangible property as well as dispositions of such property and are generally effective for tax years beginning on or after January 1, 2014. We have evaluated these regulations and do not anticipate they will have a material impact on our consolidated results of operations.

A reconciliation of our tax provision at the U.S. statutory rate to the provision for income tax as reported is as follows (in millions):

	Year Ended December 31,
	2013			2012			2011
Tax provision at U.S. statutory rate	$	290		$	216		$	149
U.S. state and local income taxes		19			6			(19	)
Net U.S. tax on repatriation of foreign earnings		5			3			25
Foreign tax rate differential		(81	)		(77	)		(98	)
Foreign withholding tax		26			34			22
Tax/(benefit) on capital gains		—			(1	)		334
Change in tax law		(31	)		—			—
Change in asset basis		(2	)		(13	)		(130	)
Change in uncertain tax positions		20			15			22
Tax settlements		—			(1	)		(25	)
Tax/(benefits) on asset dispositions		(7	)		(41	)		(51	)
Change in valuation allowances		48			21			(304	)
Other		(24	)		(14	)		—
Provision for income tax (benefit)	$	263		$	148		$	(75	)

The foreign tax rate differential benefit primarily relates to our operations in Luxembourg and Singapore.

During the year ended December 31, 2013, we recorded a $31 million tax benefit for changes in tax law primarily related to Mexico. On December 11, 2013, Mexican federal income tax law changes were enacted eliminating the statutory income tax rate reduction scheduled to start in 2014, and leaving the current 30% statutory income tax rate in effect for future years. Additionally, the Entrepreneurial Tax of Unique Rate (IETU or Flat Tax) has been repealed as of January 1, 2014. We have revalued our deferred income tax assets and liabilities using the rates expected to be in effect when the underlying temporary differences are expected to reverse.

During the year ended December 31, 2013, we established a net valuation allowance of $48 million through continuing operations primarily related to foreign jurisdictions, which includes $22 million resulting from the law change in Mexico.

On December 31, 2013, certain US income tax provisions expired including IRC section 954(c)(6) dealing with the application of Subpart F to certain inter-company payments among controlled foreign corporations. The expiration of section 954(c)(6) and the other expired provisions could have a material impact on our consolidated results of operations subsequent to 2014.

During the year ended December 31, 2013, we recorded a tax benefit of $70 million in discontinued operations, net as a result of the reversal of state income tax and interest reserves associated with an uncertain tax position, which was related to a previous disposition (see Note 17). The applicable statute of limitation for this tax position lapsed during 2013.

In 2011, we completed transactions that involved certain domestic and foreign subsidiaries. These transactions generated capital gains, increased the tax basis in subsidiaries including U.S. partnerships and resulted in the inclusion of foreign earnings for U.S. tax purposes. The capital gains were largely reduced by the utilization of capital losses. Due to the uncertainty regarding our ability to generate capital gain income, the deferred tax asset associated with these capital losses was offset by a full valuation allowance prior to these transactions.

During 2011, the IRS closed its audit with respect to tax years 2004 through 2006 resulting in a $25 million tax benefit primarily related to the reversal of tax and interest reserves.

As of December 31, 2013, we had approximately $261 million of total unrecognized tax benefits, of which $124 million would affect our effective tax rate if recognized. A reconciliation of the beginning and ending balance of unrecognized tax benefits is as follows (in millions):

	Year Ended December 31,
	2013			2012			2011
Beginning of year	$	258		$	221		$	585
Additions based on tax positions related to the current year		21			14			20
Additions for tax positions of prior years		40			29			33
Settlements with tax authorities		—			(4	)		(407	)
Reductions for tax positions in prior years		(19	)		(1	)		(6	)
Reductions due to the lapse of applicable statutes of limitations		(39	)		(1	)		(4	)
End of year	$	261		$	258		$	221

Unrecognized tax benefits are subject to change over the next twelve months primarily as a result of the expiration of certain statutes of limitations and as audits are settled. During the first quarter of fiscal year 2014, we settled a foreign tax audit. We will remeasure our unrecognized tax benefits and recognize the tax impact of this settlement in the first quarter of 2014. We expect the settlement to result in a tax benefit of approximately $52 million. In addition to this settlement, we also believe it is reasonably possible that approximately $13 million of our unrecognized tax benefits as of December 31, 2013 will reverse within the next twelve months, the majority of which will impact the effective tax rate.

We recognize interest and penalties related to unrecognized tax benefits through income tax expense. We had $16 million and $80 million accrued for the payment of interest as of December 31, 2013 and December 31, 2012, respectively. We had $1 million accrued for the payment of penalties as of December 31, 2013, while at December 31, 2012, we had no accruals for the payment of penalties. We are subject to taxation in the U.S. federal jurisdiction, as well as various state and foreign jurisdictions. As of December 31, 2013, we are no longer subject to examination by U.S. federal taxing authorities for years prior to 2007 and to examination by any U.S. state taxing authority prior to 2002. All subsequent periods remain eligible for examination. In the significant foreign jurisdictions in which we operate, we are no longer subject to examination by the relevant taxing authorities for any years prior to 2001.

We are currently under audit by the IRS for years 2007 through 2009. During the period ending December 31, 2013, we received Notices of Proposed Adjustment from the IRS for such years; however, we disagree with the IRS on certain of these adjustments and intend to vigorously contest them, including pursuing all available remedies such as the IRS Appeals process and litigation, if necessary. These unagreed adjustments, if upheld, would result in significant tax and interest payments. More than half of this amount would not affect the effective tax rate due to the timing nature of certain issues. We believe we will prevail in the eventual resolution of these matters and have not adjusted our results of operations as a result of these unagreed proposed adjustments.

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Quarterly Results (Unaudited)

12 Months Ended

Dec. 31, 2013

Quarterly Financial Information Disclosure [Abstract]

Quarterly Results (Unaudited)

Note 27.     Quarterly Results (Unaudited)

	Three Months Ended
	March 31			June 30			September 30		December 31		Year
	(In millions, except per share data)
2013
Revenues	$	1,539		$	1,562		$	1,508	$	1,506	$	6,115
Costs and expenses	$	1,307		$	1,312		$	1,265	$	1,306	$	5,190
Income from continuing operations	$	142		$	138		$	157	$	128	$	565
Net (income) loss from continuing operations attributable to noncontrolling interests	$	1		$	(1	)	$	—	$	—	$	—
Income (loss) from continuing operations attributable to Starwood’s common stockholders	$	143		$	137		$	157	$	128	$	565
Discontinued operations	$	70		$	—		$	—	$	—	$	70
Net income attributable to Starwood	$	213		$	137		$	157	$	128	$	635
Earnings per share (a)
Basic —
Income (loss) from continuing operations	$	0.74		$	0.72		$	0.82	$	0.68	$	2.96
Discontinued operations	$	0.37		$	0.00		$	0.00	$	0.00	$	0.37
Net income	$	1.11		$	0.72		$	0.82	$	0.68	$	3.33
Diluted —
Income (loss) from continuing operations	$	0.73		$	0.71		$	0.81	$	0.67	$	2.92
Discontinued operations	$	0.36		$	0.00		$	0.00	$	0.00	$	0.36
Net income	$	1.09		$	0.71		$	0.81	$	0.67	$	3.28
2012
Revenues	$	1,715		$	1,618		$	1,455	$	1,533	$	6,321
Costs and expenses	$	1,488		$	1,376		$	1,255	$	1,290	$	5,409
Income (loss) from continuing operations	$	129		$	129		$	147	$	65	$	470
Net (income) loss from continuing operations attributable to noncontrolling interests	$	—		$	—		$	—	$	—	$	—
Income (loss) from continuing operations attributable to Starwood’s common stockholders	$	129		$	129		$	147	$	65	$	470
Discontinued operations	$	(1	)	$	(7	)	$	23	$	77	$	92
Net income attributable to Starwood	$	128		$	122		$	170	$	142	$	562
Earnings per share (a)
Basic —
Income (loss) from continuing operations	$	0.67		$	0.67		$	0.76	$	0.34	$	2.44
Discontinued operations	$	0.00		$	(0.04	)	$	0.12	$	0.40	$	0.48
Net income	$	0.67		$	0.63		$	0.88	$	0.74	$	2.92
Diluted —
Income (loss) from continuing operations	$	0.65		$	0.66		$	0.75	$	0.33	$	2.39
Discontinued operations	$	0.00		$	(0.04	)	$	0.12	$	0.39	$	0.47
Net income	$	0.65		$	0.62		$	0.87	$	0.72	$	2.86

(a) Amounts presented are attributable to Starwood’s common stockholders.

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Other Liabilities - Summary of Other Liabilities (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013		Dec. 31, 2012
Other Liabilities Disclosure [Abstract]
Deferred gains on asset sales	$ 870		$ 944
SPG point liability	780	[1]	733	[1]
Deferred revenue including VOI and residential sales	37		33
Benefit plan liabilities	46		78
Deferred rent	53		51
Insurance reserves	44		45
Other	74		72
Other liabilities	$ 1,904		$ 1,956

[1] Includes the actuarially determined liability and certain deferred revenues related to the SPG program.

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Fair Value of Financial Instruments - Carrying Amounts and Estimated Fair Values of Long-Term Financial Instruments (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Assets:
VOI notes receivable, Carrying Amount	$ 217	$ 92
Securitized vacation ownership notes receivable, Carrying Amount	315	438
Total financial assets, Carrying Amount	553	547
Liabilities:
Long-term debt, Carrying Amount	1,265	1,273
Total financial liabilities, Carrying Amount	1,523	1,656
Off-Balance sheet:
Total off-balance sheet, Carrying Amount
Assets:
Total financial assets, Fair Value	690	688
Liabilities:
Total financial liabilities, Fair Value	1,637	1,849
Off-Balance sheet:
Letters of credit, Fair Value	116
Total off-balance sheet, Fair Value	197	197
Level 1 [Member]
Assets:
Restricted cash, Carrying Amount	3	6
Liabilities:
Long-term debt, Carrying Amount	1,265	1,273
Assets:
Restricted cash, Fair Value	3	6
Liabilities:
Long-term debt, Fair Value	1,367	1,447
Level 3 [Member]
Assets:
VOI notes receivable, Carrying Amount	217	92
Securitized vacation ownership notes receivable, Carrying Amount	315	438
Other notes receivable, Carrying Amount	18	11
Liabilities:
Long-term securitized debt, Carrying Amount	258	383
Assets:
VOI notes receivable, Fair Value	271	113
Securitized vacation ownership notes receivable, Fair Value	398	558
Other notes receivable, Fair Value	18	11
Liabilities:
Long-term securitized debt, Fair Value	270	402
Level 2 [Member]
Off-Balance sheet:
Letters of credit, Carrying Amount
Surety bonds, Carrying Amount
Off-Balance sheet:
Letters of credit, Fair Value	116	117
Surety bonds, Fair Value	$ 81	$ 80

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Securitized Vacation Ownership Debt

12 Months Ended

Dec. 31, 2013

Text Block [Abstract]

Securitized Vacation Ownership Debt

Note 15.     Securitized Vacation Ownership Debt

Long-term and short-term securitized vacation ownership debt consisted of the following (in millions):

	December 31,
	2013			2012
2005 securitization, terminated 2013	$	—		$	22
2006 securitization, terminated 2013		—			18
2009 securitization, interest rates at 5.81%, maturing 2015		36			63
2010 securitization, interest rates ranging from 3.65% to 4.75%, maturing 2021		101			138
2011 securitization, interest rates ranging from 3.67% to 4.82%, maturing 2025		105			137
2012 securitization, interest rates ranging from 2.00% to 2.76%, maturing 2023		113			155
		355			533
Less current maturities		(97	)		(150	)
Long-term debt	$	258		$	383

During the year ended December 31, 2013, we terminated the 2005 Securitization and the 2006 Securitization, including paydown of all principal and interest due (see Note 9).

During the year ended December 31, 2012, we completed a securitization of approximately $174 million of vacation ownership notes receivable (see Note 9).

During the years ended December 31, 2013 and 2012, interest expense associated with securitized vacation ownership debt was $17 million and $22 million, respectively.

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Plant, Property and Equipment - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Property, Plant and Equipment [Line Items]
Purchases of plant, property and equipment	$ 364	$ 362	$ 385
Unamortized capitalized software costs	178	154
Amortization of capitalized software costs	35	33	32
Hotels [Member]
Property, Plant and Equipment [Line Items]
Purchases of plant, property and equipment	$ 12

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Employee Benefit Plans - Multi-Employer Pension Plans (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013		Dec. 31, 2012		Dec. 31, 2011
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Total Contributions	$ 8		$ 9		$ 9
New York Hotel Trades Council and Hotel Association of New York City, Inc. Pension Fund [Member]
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
EIN/ Pension Plan Number	13-1764242/001
Pension Protection Act Zone Status	Yellow	[1]	Yellow	[2]
Total Contributions	4		4		4
Other Funds [Member]
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
EIN/ Pension Plan Number	Various
Total Contributions	$ 4		$ 5		$ 5

[1] As of January 1, 2013

[2] As of January 1, 2012

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Consolidated Statements of Equity (USD $) In Millions, except Share data	Total	Common Shares [Member]	Additional Paid-in Capital [Member]		Accumulated Other Comprehensive (Loss) Income [Member]	Retained Earnings [Member]	Equity Attributable to Noncontrolling Interests [Member]
Beginning Balance at Dec. 31, 2010	$ 2,486	$ 2	$ 805	[1]	$ (283)	$ 1,947	$ 15
Beginning Balance, Shares at Dec. 31, 2010		193,000,000
Net income (loss)	487					489	(2)
Stock option and restricted stock award transactions, net	154		154	[1]
Stock option and restricted stock award transactions, Shares		3,000,000
ESPP stock issuances	5		5	[1]
Other comprehensive income (loss)	(64)				(65)		1
Dividends	(100)					(99)	(1)
Sale of controlling interest	(13)						(13)
Acquisition of non-controlling interest			(1)	[1]			1
Ending Balance at Dec. 31, 2011	2,955	2	963	[1]	(348)	2,337	1
Ending Balance, Shares at Dec. 31, 2011		196,000,000
Net income (loss)	562					562
Stock option and restricted stock award transactions, net	167		167	[1]
Stock option and restricted stock award transactions, Shares		3,000,000
ESPP stock issuances	6		6	[1]
Other comprehensive income (loss)	10				10
Dividends	(242)					(242)
Acquisition of non-controlling interest	4						4
Share repurchases	(320)		(320)	[1]
Share repurchases, Shares	(6,300,000)	(6,000,000)
Ending Balance at Dec. 31, 2012	3,142	2	816	[1]	(338)	2,657	5
Ending Balance, Shares at Dec. 31, 2012	193,121,094	193,000,000
Net income (loss)	635					635
Stock option and restricted stock award transactions, net	154		154	[1]
Stock option and restricted stock award transactions, Shares		4,000,000
ESPP stock issuances	6		6	[1]
Other comprehensive income (loss)	3				3
Dividends	(260)					(260)
Acquisition of non-controlling interest	(1)		1	[1]			(2)
Share repurchases	(316)		(316)	[1]
Share repurchases, Shares	(4,855,000)	(5,000,000)
Ending Balance at Dec. 31, 2013	$ 3,363	$ 2	$ 661	[1]	$ (335)	$ 3,032	$ 3
Ending Balance, Shares at Dec. 31, 2013	191,897,809	192,000,000

[1] Stock option and restricted stock award transactions are net of a tax benefit of $26 million, $72 million and $26 million in 2013, 2012, and 2011 respectively.

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Consolidated Balance Sheets (Parenthetical) (USD $) In Millions, except Share data, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Statement Of Financial Position [Abstract]
Allowance for doubtful accounts receivable	$ 59	$ 59
Notes receivable	$ 6	$ 9
Common stock, par value	$ 0.01	$ 0.01
Common stock, authorized	1,000,000,000	1,000,000,000
Common stock, outstanding	191,897,809	193,121,094

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Other Assets

12 Months Ended

Dec. 31, 2013

Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract]

Other Assets

Note 8.    Other Assets

Other assets included the following (in millions):

	December 31,
	2013		2012
VOI notes receivable, net of allowance of $52 and $39	$	217	$	92
Prepaid expenses		183		158
Deposits and other		143		135
Total	$	543	$	385

The increase in VOI notes receivable was primarily due to financed VOI sales throughout the year ended December 31, 2013, as we did not complete a securitization in 2013. See Note 10 for discussion relating to VOI notes receivable.

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Employee Benefit Plans - Components of Net Periodic Benefit Cost and Impact of Plan Curtailments and Settlements (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Pension Plans, Postretirement and Other Employee Benefits [Line Items]
Amortization of net actuarial loss	$ (3)
Domestic Pension Benefits [Member]
Pension Plans, Postretirement and Other Employee Benefits [Line Items]
Service cost
Interest cost	1	1	1
Expected return on plan assets
Amortization of net actuarial loss
Other
Net periodic benefit cost	1	1	1
Foreign Pension Benefits [Member]
Pension Plans, Postretirement and Other Employee Benefits [Line Items]
Service cost
Interest cost	8	10	10
Expected return on plan assets	(12)	(12)	(12)
Amortization of net actuarial loss	3	2	1
Other			1
Net periodic benefit cost	(1)
Postretirement Benefits [Member]
Pension Plans, Postretirement and Other Employee Benefits [Line Items]
Service cost
Interest cost	1	1	1
Expected return on plan assets
Amortization of net actuarial loss
Other
Net periodic benefit cost	$ 1	$ 1	$ 1

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Debt - Aggregate Debt Maturities (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Debt Disclosure [Abstract]
2014	$ 2
2015	296
2016	34
2017	3
2018	372
Thereafter	560
Long-term debt, total	$ 1,267	$ 1,275

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Debt - Long-Term Debt and Short-Term Borrowings (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Long-term debt and short-term borrowings
Long-term debt			$ 10
Long-term debt, total	1,267	1,275
Less current maturities	(2)	(2)
Long-term debt	1,265	1,273
Revolving Credit Facility, maturing 2018 [Member]
Long-term debt and short-term borrowings
Credit agreement
Senior Notes, interest at 7.375%, maturing 2015 [Member]
Long-term debt and short-term borrowings
Senior Notes	294	294
Senior Notes, interest at 6.75%, maturing 2018 [Member]
Long-term debt and short-term borrowings
Senior Notes	372	371
Senior Notes, interest at 7.15%, maturing 2019 [Member]
Long-term debt and short-term borrowings
Senior Notes	207	206
Senior Notes, interest at 3.125%, maturing 2023 [Member]
Long-term debt and short-term borrowings
Senior Notes	349	349
Mortgages and other, interest rates ranging from 1.00% to 9.00%, various maturities [Member]
Long-term debt and short-term borrowings
Long-term debt	$ 45	$ 55

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Fair Value of Financial Instruments - Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) (Recurring [Member], USD $) In Millions, unless otherwise specified	Dec. 31, 2013
Assets:
Derivative Financial Instruments, Assets	$ 3
Interest rate swaps [Member]
Assets:
Derivative Financial Instruments, Assets	1
Forward contracts [Member]
Assets:
Derivative Financial Instruments, Assets	2
Liabilities:
Derivative Financial Instruments, Liabilities	2
Level 1 [Member]
Assets:
Derivative Financial Instruments, Assets
Level 1 [Member] | Interest rate swaps [Member]
Assets:
Derivative Financial Instruments, Assets
Level 1 [Member] | Forward contracts [Member]
Assets:
Derivative Financial Instruments, Assets
Liabilities:
Derivative Financial Instruments, Liabilities
Level 2 [Member]
Assets:
Derivative Financial Instruments, Assets	3
Level 2 [Member] | Interest rate swaps [Member]
Assets:
Derivative Financial Instruments, Assets	1
Level 2 [Member] | Forward contracts [Member]
Assets:
Derivative Financial Instruments, Assets	2
Liabilities:
Derivative Financial Instruments, Liabilities	2
Level 3 [Member]
Assets:
Derivative Financial Instruments, Assets
Level 3 [Member] | Interest rate swaps [Member]
Assets:
Derivative Financial Instruments, Assets
Level 3 [Member] | Forward contracts [Member]
Assets:
Derivative Financial Instruments, Assets
Liabilities:
Derivative Financial Instruments, Liabilities

XML

Valuation and Qualifying Accounts - Description of Charged to/from Other Accounts (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Valuation and Qualifying Accounts Disclosure [Line Items]
Charged to/from Other Accounts	$ (18)	$ 10	$ (8)
Accrued expenses [Member]
Valuation and Qualifying Accounts Disclosure [Line Items]
Charged to/from Other Accounts	(18)	7	(1)
Other liabilities [Member]
Valuation and Qualifying Accounts Disclosure [Line Items]
Charged to/from Other Accounts		$ 3	$ (7)

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Derivative Financial Instruments - Derivative Instruments Gain (Loss) Recognized in Income (Detail) (Derivatives not designated as hedging instruments [Member], USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Derivative Instruments Gain Loss [Line Items]
Amount of Gain or (Loss) Recognized in Income on Derivative	$ 14	$ (1)	$ 5
Foreign forward exchange contracts [Member] | Interest expense, net [Member]
Derivative Instruments Gain Loss [Line Items]
Amount of Gain or (Loss) Recognized in Income on Derivative	$ 14	$ (1)	$ 5

XML

Document and Entity Information (USD $) In Billions, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Feb. 07, 2014	Jun. 30, 2013
Document And Entity Information [Abstract]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2013
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	FY
Trading Symbol	HOT
Entity Registrant Name	STARWOOD HOTEL & RESORTS WORLDWIDE, INC
Entity Central Index Key	0000316206
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		191,923,666
Entity Public Float			$ 12.3

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Commitments and Contingencies - Commercial Commitments Outstanding (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013
Commitments And Contingencies Disclosure [Abstract]
Total standby letters of credit	$ 116
Standby letters of credit due to expire in less than 1 year	94
Standby letters of credit due to expire in 1-3 years
Standby letters of credit due to expire in 3-5 years
Standby letters of credit due to expire after 5 years	$ 22

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Transfers of Financial Assets

12 Months Ended

Dec. 31, 2013

Transfers And Servicing [Abstract]

Transfers of Financial Assets

Note 9.    Transfers of Financial Assets

We have variable interests in the entities associated with our four outstanding securitization transactions. As these securitizations consist of similar, homogenous loans, they have been aggregated for disclosure purposes. We applied the variable interest model and determined we are the primary beneficiary of these variable interest entities (“VIEs”). In making this determination, we evaluated the activities that significantly impact the economics of the VIEs, including the management of the securitized notes receivable and any related non-performing loans. We are the servicer of the securitized mortgage receivables. We also have the option, subject to certain limitations, to repurchase or replace VOI notes receivable, that are in default, at their outstanding principal amounts. Such activity totaled $21 million and $28 million during 2013 and 2012, respectively. We have been able to resell the VOIs underlying the VOI notes repurchased or replaced under these provisions without incurring significant losses. We hold the risk of potential loss (or gain), as the last to be paid out by proceeds of the VIEs under the terms of the agreements. As such, we hold both the power to direct the activities of the VIEs and obligation to absorb the losses (or benefits) from the VIEs.

The securitization agreements are without recourse to us, except for breaches of representations and warranties. We have the right to fund defaults at our option, subject to certain limitations, and we intend to do so until the debt is extinguished to maintain the credit rating of the underlying notes.

Upon transfer of VOI notes receivable to the VIEs, the receivables and certain cash flows derived from them become restricted for use in meeting obligations to the VIE creditors. The VIEs utilize trusts which have ownership of cash balances that also have restrictions, the amounts of which are reported in restricted cash. Our interest in trust assets are subordinate to the interests of third-party investors and, as such, may not be realized by us if needed to absorb deficiencies in cash flows that are allocated to the investors in the trusts’ debt (see Note 15). We are contractually obligated to receive the excess cash flows (spread between the collections on the notes and third party obligations defined in the securitization agreements) from the VIEs. Such activity totaled $51 million, $49 million, and $44 million during 2013, 2012, and 2011, respectively, and is classified in cash and cash equivalents.

During the year ended December 31, 2013, we terminated securitizations we originally completed in 2005 (the “2005 Securitization”) and 2006 (the “2006 Securitization”), including paydown of all principal and interest due. The termination of the 2005 Securitization was pre-funded by a securitization we completed in 2012 (the “2012 Securitization”) and resulted in the transfer of $19 million of vacation ownership notes receivable to the 2012 Securitization. The termination of the 2006 Securitization required a cash payment of $12 million and resulted in the release of $12 million of previously securitized vacation ownership notes receivable to unsecuritized notes receivable.

During the year ended December 31, 2012, we completed the 2012 Securitization, which consisted of approximately $174 million of vacation ownership notes receivable. The securitization transaction did not qualify as a sale for accounting purposes and, accordingly, no gain or loss was recognized and the proceeds are presented as debt. Of the $174 million securitized in 2012, $155 million was previously unsecuritized and approximately $19 million related to the 2005 Securitization for which the termination was prefunded. The net cash proceeds from the securitization, after the amount pre-funded for the termination of the 2005 Securitization and associated deal costs, were approximately $140 million. The pre-funded amount of $18 million was included in restricted cash as of December 31, 2012.

See Note 10 for disclosures and amounts related to the securitized vacation ownership notes receivable consolidated on our balance sheets as of December 31, 2013 and 2012.

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Vacation Ownership Notes Receivable - Loan Loss Reserve (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Financing Receivable Allowance For Credit Losses [Line Items]
Beginning Balance	$ 121	$ 136	$ 161
Provisions for loan losses	11	26	29
Write-offs	(29)	(41)	(54)
Ending Balance	103	121	136
Vacation ownership loans - securitized [Member]
Financing Receivable Allowance For Credit Losses [Line Items]
Beginning Balance	73	80	82
Provisions for loan losses	(10)		2
Other	(20)	(7)	(4)
Ending Balance	43	73	80
Vacation ownership loans - unsecuritized [Member]
Financing Receivable Allowance For Credit Losses [Line Items]
Beginning Balance	48	56	79
Provisions for loan losses	21	26	27
Write-offs	(29)	(41)	(54)
Other	20	7	4
Ending Balance	$ 60	$ 48	$ 56

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Income Taxes - Reconciliation of Beginning and Ending Balance of Unrecognized Tax Benefits (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Income Tax Disclosure [Abstract]
Beginning of year	$ 258	$ 221	$ 585
Additions based on tax positions related to the current year	21	14	20
Additions for tax positions of prior years	40	29	33
Settlements with tax authorities		(4)	(407)
Reductions for tax positions in prior years	(19)	(1)	(6)
Reductions due to the lapse of applicable statutes of limitations	(39)	(1)	(4)
End of year	$ 261	$ 258	$ 221

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Consolidated Statements of Income (USD $) In Millions, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2013		Dec. 31, 2012		Dec. 31, 2011
Revenues
Owned, leased and consolidated joint venture hotels	$ 1,612		$ 1,698		$ 1,768
Vacation ownership and residential sales and services	924		1,287		703
Management fees, franchise fees and other income	965		888		814
Other revenues from managed and franchised properties	2,614		2,448		2,339
Total revenues	6,115		6,321		5,624
Costs and Expenses
Owned, leased and consolidated joint venture hotels	1,292		1,391		1,449
Vacation ownership and residential	632		961		521
Selling, general, administrative and other	384		370		352
Restructuring and other special charges (credits), net	1		(12)		68
Depreciation	239		226		235
Amortization	28		25		30
Other expenses from managed and franchised properties	2,614		2,448		2,339
Total cost and expenses	5,190		5,409		4,994
Operating income	925		912		630
Equity earnings and gains from unconsolidated ventures, net	26		25		11
Interest expense, net of interest income of $3, $2 and $3	(100)		(170)		(200)
Loss on early extinguishment of debt, net			(128)		(16)
Loss on asset dispositions and impairments, net	(23)		(21)
Income from continuing operations before taxes and noncontrolling interests	828		618		425
Income tax benefit (expense)	(263)		(148)		75
Income from continuing operations	565		470		500
Discontinued operations:
Loss from operations, net of tax (benefit) expense of $0, $0 and $0	(1)
Gain (loss) on dispositions, net of tax (benefit) expense of $(69), $87 and $(5)	71		92		(13)
Net income	635		562		487
Net loss attributable to noncontrolling interests					2
Net income attributable to Starwood	635		562		489
Earnings (Losses) Per Share - Basic
Continuing operations	$ 2.96	[1]	$ 2.44	[1]	$ 2.65
Discontinued operations	$ 0.37	[1]	$ 0.48	[1]	$ (0.07)
Net income	$ 3.33	[1]	$ 2.92	[1]	$ 2.58
Earnings (Losses) Per Share - Diluted
Continuing operations	$ 2.92	[1]	$ 2.39	[1]	$ 2.57
Discontinued operations	$ 0.36	[1]	$ 0.47	[1]	$ (0.06)
Net income	$ 3.28	[1]	$ 2.86	[1]	$ 2.51
Amounts attributable to Starwood's Common Stockholders
Income from continuing operations	565		470		502
Discontinued operations	70		92		(13)
Net income	$ 635		$ 562		$ 489
Weighted average number of shares	191		193		189
Weighted average number of shares assuming dilution	193		197		195
Dividends declared per share	$ 1.35		$ 1.25		$ 0.50

[1] Amounts presented are attributable to Starwood's common stockholders.

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Earnings per Share

12 Months Ended

Dec. 31, 2013

Earnings Per Share [Abstract]

Earnings per Share

Note 3.    Earnings per Share

The following is a reconciliation of basic earnings per share to diluted earnings per share for income from continuing operations attributable to Starwood’s common stockholders (in millions, except per share data):

	Year Ended December 31,
	2013						2012						2011
	Earnings		Shares		Per Share		Earnings		Shares		Per Share		Earnings		Shares		Per Share
Basic earnings from continuing operations attributable to Starwood’s common stockholders	$	565		191	$	2.96	$	470		193	$	2.44	$	502		189	$	2.65
Effect of dilutive securities:
Employee options and restricted stock awards		—		2				—		4				—		6
Diluted earnings from continuing operations attributable to Starwood’s common stockholders	$	565		193	$	2.92	$	470		197	$	2.39	$	502		195	$	2.57

Approximately 0.3 million shares, 1.3 million shares and 1.2 million shares were excluded from the computation of diluted shares in 2013, 2012 and 2011, respectively, as their impact would have been anti-dilutive.

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Significant Accounting Policies

12 Months Ended

Dec. 31, 2013

Accounting Policies [Abstract]

Significant Accounting Policies

Note 2.     Significant Accounting Policies

Cash and Cash Equivalents.    We consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Restricted Cash.    The majority of our restricted cash relates to cash used as collateral to reduce fees on letters of credit. Restricted cash also consists of deposits received on sales of VOIs and residential properties that are held in escrow until a certificate of occupancy is obtained, the legal rescission period has expired and the deed of trust has been recorded in governmental property ownership records. Additionally, restricted cash includes cash held by our VIEs from our securitization transactions (see Note 9).

Inventories.    Inventories are comprised principally of VOIs of $182 million and $220 million as of December 31, 2013 and 2012, respectively, residential inventory of $7 million and $112 million as of December 31, 2013 and 2012, respectively, and hotel inventory. VOI and residential inventory, which has an operating cycle that generally exceeds 12 months, is classified as a current asset consistent with recognized industry practice. VOIs and residential inventory is carried at the lower of cost or net realizable value and includes capitalized interest. Capitalized interest incurred in 2013 and 2012 was de minimis, whereas in 2011, capitalized interest amounted to $37 million. Hotel inventory includes operating supplies and food and beverage inventory items which are generally valued at the lower of FIFO cost (first-in, first-out) or market.

Loan Loss Reserves.    For the vacation ownership and residential segment, we record an estimate of expected uncollectibility on our VOI notes receivable as a reduction of revenue at the time we recognize a timeshare sale. We hold large amounts of homogeneous VOI notes receivable and therefore assess uncollectibility based on pools of receivables. In estimating loan loss reserves, we use a technique referred to as static pool analysis, which tracks defaults for each year’s mortgage originations over the life of the respective notes and projects an estimated default rate. As of December 31, 2013 and 2012, the average estimated default rate of our pools of receivables was 9.3% and 9.7%, respectively.

We use the origination of the notes by brand (Sheraton, Westin, and Other) and the Fair Isaac Corporation (“FICO”) scores of the buyers as the primary credit quality indicators to calculate the loan loss reserve for the vacation ownership notes, as we believe there is a relationship between the default behavior of borrowers and the brand associated with the vacation ownership property they have acquired, supplemented by the FICO scores of the buyers. In addition to quantitatively calculating the loan loss reserve based on our static pool analysis, we supplement the process by evaluating certain qualitative data, including the aging of the respective receivables and current default trends by brand and origination year.

Given the significance of our pools of VOI notes receivable, a change in the projected default rate can have a significant impact to our loan loss reserve requirements, with a 0.1% change estimated to have an impact of approximately $4 million.

We consider a VOI note receivable delinquent when it is more than 30 days outstanding. All delinquent loans are placed on nonaccrual status, and we do not resume interest accrual until payment is made. We consider loans to be in default upon reaching 120 days outstanding, at which point we generally commence the repossession process. Uncollectible VOI notes receivable are charged off when title to the unit is returned to us. We generally do not modify vacation ownership notes that become delinquent or upon default.

For the hotel segments, we measure the impairment of a loan based on the present value of expected future cash flows, discounted at the loan’s original effective interest rate, or the estimated fair value of the collateral. For impaired loans, we establish a specific impairment reserve for the difference between the recorded investment in the loan and the present value of the expected future cash flows or the estimated fair value of the collateral. We apply the loan impairment policy individually to all loans in the portfolio and do not aggregate loans for the purpose of applying such policy. For loans that we have determined to be impaired, we recognize interest income on a cash basis.

Assets Held for Sale.    We consider properties to be assets held for sale when management approves and commits to a formal plan to actively market a property or group of properties for sale and a signed sales contract and significant non-refundable deposit or contract break-up fee exists. Upon designation as an asset held for sale, we record the carrying value of each property or group of properties at the lower of its carrying value which includes allocable segment goodwill or its estimated fair value, less estimated costs to sell, and we stop recording depreciation expense. Any gain realized in connection with the sale of a property for which we have significant continuing involvement (such as through a long-term management agreement) is deferred and recognized over the initial term of the related agreement (see Note 11). The operations of the properties held for sale prior to the sale date are recorded in discontinued operations unless we will have significant continuing involvement (such as through a management or franchise agreement) after the sale.

Investments.    Investments in joint ventures are generally accounted for under the equity method of accounting when we have a 20% to 50% ownership interest or exercise significant influence over the venture. If our interest exceeds 50% or, if we have the power to direct the economic activities of the entity and the obligation to absorb losses or receive benefits from the VIE that could be significant, then the results of the joint venture are consolidated herein. All other investments are generally accounted for under the cost method.

The fair market value of investments is based on the market prices for the last day of the period if the investment trades on quoted exchanges. For non-traded investments, fair value is estimated based on the underlying value of the investment, which is dependent on the performance of the investment as well as the volatility inherent in external markets. In assessing potential impairment for an investment, we will consider these factors as well as the forecasted financial performance of the investment. If the forecast is not met, we may have to record an impairment charge.

Plant, Property and Equipment.    Plant, property and equipment are recorded at cost. We recorded capitalized interest of $7 million, $7 million and $5 million incurred in 2013, 2012 and 2011, respectively. The costs of improvements that extend the life of plant, property and equipment, such as structural improvements, equipment and fixtures, are capitalized. Costs for normal repairs and maintenance are expensed as incurred. Depreciation is recorded on a straight-line basis over the estimated useful economic lives of 15 to 40 years for buildings and improvements; 3 to 10 years for furniture, fixtures and equipment; 3 to 20 years for information technology software and equipment; and the lesser of the lease term or the economic useful life for leasehold improvements. Gains or losses on the sale or retirement of assets are included in income when the assets are retired or sold provided there is reasonable assurance of the collectability of the sales price and any future activities to be performed by us relating to the assets sold are insignificant.

We evaluate the carrying value of our assets for impairment in accordance with ASC Topic 360, Property Plant, and Equipment. When a trigger event occurs for assets in use, we compare the expected undiscounted future cash flows of the assets to the net book value of the assets. If the expected undiscounted future cash flows are less than the net book value of the assets, we charge the excess of the net book value over the estimated fair value to current earnings. Fair value is based upon the discounted cash flows of the assets at rates deemed reasonable for the type of asset and prevailing market conditions, comparative sales for similar assets, appraisals and, if appropriate, current estimated net sales proceeds from pending offers.

Goodwill and Intangible Assets.    Goodwill and intangible assets arise in connection with acquisitions, including the acquisition of management and franchise contracts. We do not amortize goodwill and intangible assets with indefinite lives. Intangible assets with finite lives are amortized over their respective useful lives. In accordance with ASC Topic 350, Intangibles – Goodwill and Other, we review all goodwill and intangible assets for impairment annually, or upon the occurrence of a trigger event.

When testing goodwill for impairment, ASC Topic 350 permits us to assess qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount as a basis to determine whether the two-step impairment test is necessary. We also have the option to bypass the qualitative assessment for any reporting unit in any period and proceed directly to performing the first step of the two-step goodwill impairment test. We may also qualitatively assess our indefinite lived intangible assets for impairment prior to performing the quantitative impairment test. Impairment charges, if any, are recognized in operating results.

Frequent Guest Program.    Starwood Preferred Guest^® (“SPG”) is our frequent guest incentive marketing program. SPG members earn points based on spending at our owned, managed and franchised hotels, as incentives to first-time buyers of VOIs and residences, and through participation in affiliated partners’ programs such as co-branded credit cards and airline travel. Points may be redeemed at substantially all of our owned, leased, managed and franchised hotels as well as through other redemption opportunities with third parties, such as conversion to airline miles.

We charge our owned, managed and franchised hotels the cost of operating the SPG program, including the estimated cost of our future redemption obligation, based on a percentage of our SPG members’ qualified expenditures. Our management and franchise agreements require that we are reimbursed for the costs of operating the SPG program, including marketing, promotions and communications, and performing member services for the SPG members. As points are earned, we increase the SPG point liability for the amount of cash we receive from our managed and franchised hotels related to the future redemption obligation. For our owned hotels, we record an expense for the amount of our future redemption obligation with the offset to the SPG point liability. When points are redeemed by the SPG members, the hotels recognize revenue and the SPG point liability is reduced.

Through the services of third-party actuarial analysts, we determine the value of the future redemption obligation. This value is based on statistical formulas which project the timing of future point redemptions based on historical experience, including an estimate of the “breakage” for points that will never be redeemed, and an estimate of the points that will eventually be redeemed as well as the cost of reimbursing hotels and other third-parties for other point redemption opportunities.

We consolidate the assets and liabilities of the SPG program including the liability associated with the future redemption obligation which is included in other long-term liabilities and accrued expenses in the accompanying consolidated balance sheets. The total actuarially determined liability, as of December 31, 2013 and 2012, was $1,036 million and $922 million, respectively, of which $313 million and $275 million, respectively, was included in accrued expenses.

Legal Contingencies.    We are subject to various legal proceedings and claims, the outcomes of which are subject to significant uncertainty. ASC Topic 450, Contingencies requires that an estimated loss from a loss contingency be accrued with a corresponding charge to income if it is probable that an asset has been impaired or a liability has been incurred and the amount of the loss can be reasonably estimated. Disclosure of a contingency is required if there is at least a reasonable possibility that a loss has been incurred. We evaluate, among other factors, the degree of probability of an unfavorable outcome and the ability to make a reasonable estimate of the amount of the loss. Changes in these factors could materially impact our financial position or our results of operations (see Note 25).

Fair Value of Financial Instruments.    Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy prioritizes the inputs to valuation methodologies used to measure fair value as follows:

• Level 1 — Quoted prices in active markets for identical assets or liabilities.

• Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

• Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Derivative Financial Instruments.    We periodically enter into interest rate swap agreements, based on market conditions, to manage interest rate exposure. The net settlements paid or received under these agreements are accrued consistent with the terms of the agreements and are recognized in interest expense over the term of the related debt.

We enter into forward contracts to manage exposure to foreign currency fluctuations. All foreign currency hedging instruments have an inverse correlation to the hedged assets or liabilities. Changes in the fair value of the derivative instruments are classified in the same manner as the classification of the changes in the underlying assets or liabilities due to fluctuations in foreign currency exchange rates. These forward contracts do not qualify as hedges.

We periodically enter into forward contracts to manage foreign exchange risk based on market conditions. We enter into forward contracts to hedge fluctuations in forecasted transactions based on foreign currencies that are billed in United States dollars. These forward contracts have been designated as cash flow hedges, and their change in fair value is recorded as a component of other comprehensive income. As a forecasted transaction occurs, the gain or loss is reclassified from other comprehensive income to management fees, franchise fees and other income.

We do not enter into derivative financial instruments for trading or speculative purposes, and we monitor the financial stability and credit standing of our counterparties in these transactions.

Foreign Currency Translation.    Balance sheet accounts are translated at the exchange rates in effect at each period end and income and expense accounts are translated at the average rates of exchange prevailing during the year. The national currencies of foreign operations are generally the functional currencies. Gains and losses from foreign exchange and the effect of exchange rate changes on intercompany transactions long-term in nature are generally included in other comprehensive income. Gains and losses from foreign exchange rate changes related to intercompany receivables and payables that are not of a long-term investment nature are reported currently in costs and expenses and amounted to a net loss of $14 million in 2013, a net gain of $5 million in 2012 and a net loss of $12 million in 2011.

Income Taxes.    We provide for income taxes in accordance with principles contained in ASC Topic 740, Income Taxes. Under these principles, we recognize the amount of income tax payable or refundable for the current year and deferred tax assets and liabilities for the future tax consequences of events that have been recognized in our financial statements or tax returns.

Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period when the new rate is enacted. Deferred tax assets are evaluated for future realization and reduced by a valuation allowance if it is more likely than not that a portion will not be realized. In assessing whether it is more likely than not that deferred tax assets will be realized, we consider all available evidence, both positive and negative, including our recent cumulative earnings experience and expectations of future available taxable income of the appropriate character by taxing jurisdiction, tax attribute carryback and carryforward periods available to us for tax reporting purposes, and prudent and feasible tax planning strategies.

We measure and recognize the amount of tax benefit that should be recorded for financial statement purposes for uncertain tax positions taken or expected to be taken in a tax return. With respect to uncertain tax positions, we evaluate the recognized tax benefits for derecognition, classification, interest and penalties, interim period accounting and disclosure requirements. Judgment is required in assessing the future tax consequences of events that have been recognized in our financial statements or tax returns.

Stock-Based Compensation.    We calculate the fair value of share-based awards on the date of grant. Restricted stock awards are valued based on the share price, performance awards are valued based on a Monte Carlo simulation and, when granted in previous years, options were valued using a lattice valuation model. The Monte Carlo simulation estimates the fair value of our performance awards primarily based on the terms associated with the grant and public information that is readily available. The underlying principles in the Monte Carlo simulation are that publicly traded stocks are fairly priced and the future returns of a stock may be estimated primarily by the stock’s assumed volatility. The lattice valuation option pricing model required that we estimate key assumptions such as expected life, volatility, risk-free interest rates and dividend yield to determine the fair value of share-based awards, based on both historical information and management decision regarding market factors and trends. We amortize the share-based compensation expense over the period that the awards are expected to vest, net of estimated forfeitures. If the actual forfeitures differ from management estimates, additional adjustments to compensation expense are recorded (see Note 21).

Revenue Recognition.    Our revenues are primarily derived from the following sources: (1) hotel and resort revenues at our owned, leased and consolidated joint venture properties; (2) management fees and franchise fees; (3) vacation ownership and residential sales; (4) other revenues from managed and franchised properties. Generally, revenues are recognized when services are rendered. Taxes collected from customers and submitted to taxing authorities are not recorded in revenue. The following is a description of the composition of our revenues:

• Owned, Leased and Consolidated Joint Ventures — Represents revenue primarily derived from hotel operations, including the rental of rooms and food and beverage sales, from our owned, leased and consolidated joint venture hotels and resorts. Revenue is recognized when rooms are occupied and services have been rendered. These revenues are impacted by global economic conditions affecting the travel and hospitality industry as well as relative market share of the local competitive set of hotels. Revenue per available room (“REVPAR”), is a leading indicator of revenue trends at owned, leased and consolidated joint venture hotels as it measures the period-over-period growth in rooms revenue for comparable properties.

• Management Fees and Franchise Fees — Represents fees earned on hotels and resorts managed worldwide, usually under long-term contracts, franchise fees received in connection with the franchise of our Luxury Collection, Westin, Le Méridien, Sheraton, Four Points by Sheraton, Aloft and Element brand names, termination fees and the amortization of deferred gains related to sold properties for which we have significant continuing involvement. Management fees are comprised of a base fee, which is generally based on a percentage of gross revenues, and an incentive fee, which is generally based on the property’s profitability. For any time during the year, when the provisions of our management contracts allow receipt of incentive fees upon termination, incentive fees are recognized for the fees due and earned as if the contract was terminated at that date, exclusive of any termination fees due or payable. Therefore, during periods prior to year-end, the incentive fees recorded may not be indicative of the eventual incentive fees that will be recognized at year-end as conditions and incentive hurdle calculations may not be final. Franchise fees are generally based on a percentage of hotel room revenues. As with our owned, leased and consolidated joint venture hotel revenues discussed above, these revenue sources are affected by conditions impacting the travel and hospitality industry as well as competition from other hotel management and franchise companies.

• Vacation Ownership and Residential Sales — We recognize revenue from VOI sales and financings and the sales of residential units which are typically a component of mixed use projects that include a hotel. Such revenues are impacted by the state of the global economy and, in particular, the U.S. economy, as well as interest rates and other economic conditions affecting the lending market. Revenue is generally recognized upon the buyer demonstrating a sufficient level of initial and continuing investment when the period of cancellation with refund has expired and receivables are deemed collectible. We determine the portion of revenues to recognize for sales accounted for under the percentage of completion method based on judgments and estimates including total project costs to complete. Additionally, we record reserves against these revenues based on expected default levels. Changes in costs could lead to adjustments to the percentage of completion status of a project, which may result in differences in the timing and amount of revenues recognized from the projects. We have also entered into licensing agreements with third-party developers to offer consumers branded condominiums or residences. Our fees from these agreements are generally based on the gross sales revenue of units sold. Residential fee revenue is recorded in the period that a purchase and sales agreement exists, delivery of services and obligations has occurred, the fee to the owner is deemed fixed and determinable and collectability of the fees is reasonably assured. Residential revenue on whole ownership units is generally recorded using the completed contract method, whereby revenue is recognized only when a sales contract is completed or substantially completed. During the performance period, costs and deposits are recorded on the balance sheet.

• Other Revenues from Managed and Franchised Properties — These revenues represent reimbursements of costs incurred by managed hotel properties and franchisees. These costs relate primarily to payroll costs at managed properties where we are the employer. Since the reimbursements are made based upon the costs incurred with no added margin, these revenues and corresponding expenses have no effect on our operating income or net income.

Insurance Retention.    Through our captive insurance company, we provide insurance coverage for workers’ compensation, employment practices liability, auto liability and physical damage, property and general liability claims arising at hotel properties owned or managed by us through policies written directly and through reinsurance arrangements. Estimated insurance claims payable represent expected settlement of outstanding claims and a provision for claims that have been incurred but not reported. These estimates are based on our assessment of potential liability using an analysis of available information including pending claims, historical experience and current cost trends. The amount of the ultimate liability may vary from these estimates. Estimated costs of these self-insurance programs are accrued, based on the analysis of third-party actuaries.

Costs Incurred to Sell VOIs.    We capitalize direct costs attributable to the sale of VOIs until the sales are recognized. Selling costs capitalized under this methodology were approximately $5 million and $4 million as of December 31, 2013 and 2012, respectively, and all such capitalized costs are included in prepaid expenses and other assets in the accompanying consolidated balance sheets. Costs eligible for capitalization follow the guidelines of ASC Topic 978, Real Estate – Time Sharing Activities. If a contract is cancelled, we charge the unrecoverable direct selling costs to expense and record forfeited deposits as income.

VOI and Residential Inventory Costs.    Real estate and development costs are valued at the lower of cost or net realizable value. Development costs include both hard and soft construction costs and together with real estate costs are allocated to VOIs and residential units on the relative sales value method. Interest, property taxes and certain other carrying costs incurred during the construction process are capitalized as incurred. Such costs associated with completed VOI and residential units are expensed as incurred.

Advertising Costs.    We enter into multi-media advertising campaigns, including television, radio, internet, print advertisements and other promotional activities. Costs associated with these campaigns, including communication and production costs, are aggregated and expensed the first time that the advertising takes place. If it becomes apparent that the media campaign will not take place, then all costs are expensed at that time. During the years ended December 31, 2013, 2012 and 2011, we incurred approximately $154 million, $154 million and $149 million of advertising expense and other promotional activities, respectively, a significant portion of which was reimbursed by managed and franchised hotels.

Use of Estimates.    The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Reclassifications.    Certain reclassifications have been made to the prior years’ financial statements to conform to the current year presentation.

Impact of Recently Issued Accounting Standards.

Future Accounting Standards

In January 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-04, “Receivables – Troubled Debt Restructurings by Creditors (Subtopic 310-40) Reclassification or Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure.” This topic clarifies when an in substance repossession or foreclosure occurs and requires certain additional interim and annual disclosures related to such activity. The amendments in this ASU are effective for reporting periods beginning after December 15, 2014, and we expect to adopt this ASU on a prospective basis on January 1, 2015. We do not believe the adoption of this update will have a material impact on our financial statements.

In March 2013, the FASB issued ASU No. 2013-05, “Foreign Currency Matters (Topic 830) Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity.” This topic clarifies that when a reporting entity ceases to have a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity, the parent is required to apply the guidance in Subtopic 830-30 to release any related cumulative translation adjustment into net income. Accordingly, the cumulative translation adjustment should be released into net income only if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided. The amendments in this ASU are effective prospectively for reporting periods beginning after December 15, 2013, and we adopted this ASU on January 1, 2014. We do not believe the adoption of this update will have a material impact on our financial statements.

In July 2013, the FASB issued ASU No. 2013-11, “Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists.” This topic provides guidance on whether an unrecognized tax benefit should be presented as a reduction to a deferred tax asset or as a separate liability. This topic is for annual and interim periods beginning after December 15, 2013, with early adoption allowed. We adopted this ASU on January 1, 2014, and we do not believe the adoption of this update will have a material impact on our financial statements.

Adopted Accounting Standards

In February 2013, the FASB issued ASU No. 2013-02, “Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income.” This topic requires us to provide information about the amounts reclassified out of accumulated other comprehensive income by component and the line items of net income to which significant amounts are reclassified. This topic is for annual and interim periods beginning after December 15, 2012, with early adoption allowed. We adopted this ASU on January 1, 2013, and the additional disclosures are included in Note 23.

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Debt

12 Months Ended

Dec. 31, 2013

Debt Disclosure [Abstract]

Debt

Note 14.     Debt

Long-term debt and short-term borrowings consisted of the following (in millions):

	December 31,
	2013			2012
Senior Credit Facility:
Revolving Credit Facility, maturing 2018	$	—		$	—
Senior Notes, interest at 7.375%, maturing 2015		294			294
Senior Notes, interest at 6.75%, maturing 2018		372			371
Senior Notes, interest at 7.15%, maturing 2019		207			206
Senior Notes, interest at 3.125%, maturing 2023		349			349
Mortgages and other, interest rates ranging from 1.00% to 9.00%, various maturities		45			55
		1,267			1,275
Less current maturities		(2	)		(2	)
Long-term debt	$	1,265		$	1,273

Aggregate debt maturities for each of the years ending December 31 are as follows (in millions):

2014	$	2
2015		296
2016		34
2017		3
2018		372
Thereafter		560
	$	1,267

We maintain lines of credit under which bank loans and other short-term debt can be drawn on. In addition, smaller credit lines are maintained by our foreign subsidiaries. In 2012, we closed on a $1.75 billion senior credit facility (the “Facility”), which matures in February 2018. The Facility is a multi-currency revolving loan commitment and is expected to be used for general corporate purposes. We had approximately $1.75 billion of available borrowing capacity under our domestic and foreign lines of credit as of December 31, 2013. The short-term borrowings under these lines of credit at December 31, 2013 and 2012 were de minimis.

In 2011, we received an incentive in the form of a $10 million loan (the “Loan”) from the State of Connecticut, in connection with the relocation of our corporate headquarters to Stamford, Connecticut, which we classified in mortgages and other. The Loan had an opportunity for $7 million principal forgiveness if a certain employment threshold was met before December 31, 2014. During the year ended December 31, 2013, we received notification from the State of Connecticut that we had met the employment threshold and that $7 million of the Loan was forgiven.

During the year ended December 31, 2012, we completed a tender offer to purchase four different series of senior notes. The offer to purchase resulted in principal tenders of $321 million of our 7.875% Senior Notes due 2014, $156 million of our 7.375% Senior Notes due 2015, $29 million of our 6.75% Senior Notes due 2018 and $40 million of our 7.15% Senior Notes due 2019. Subsequent to the tender offer, we exercised our option to redeem the remaining $179 million 7.875% Senior Notes due 2014. We paid $833 million in connection with these redemptions and recorded a charge of approximately $113 million in the loss on early extinguishment of debt, net, line item in our statements of income.

During the year ended December 31, 2012, we also exercised our option to redeem all of our outstanding 6.25% Senior Notes due 2013, which had a principal amount of approximately $495 million. We paid approximately $513 million in connection with this redemption and recorded a net charge of approximately $15 million in the loss on early extinguishment of debt, net, line item in our statements of income.

Also during the year ended December 31, 2012, we prepaid $52 million of third party debt previously secured by one owned hotel.

On December 5, 2012, we issued $350 million of 3.125% senior notes. Interest on the notes is payable semi-annually on February 15 and August 15 of each year, and the notes will mature on February 15, 2023.

We are subject to certain restrictive debt covenants under our short-term borrowing and long-term debt obligations including a financial maintenance covenant, limitations on incurring additional debt, restrictions on liens, limitations on ability to pay dividends, escrow account funding requirements for debt service, capital expenditures, tax payments and insurance premiums, among other restrictions. We were in compliance with all of the short-term and long-term debt covenants at December 31, 2013.

During the year ended December 31, 2013, we entered into four interest rate swaps with a total notional amount of $200 million, where we pay floating and receive fixed interest rates (see Note 22).

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Vacation Ownership Notes Receivable

12 Months Ended

Dec. 31, 2013

Text Block [Abstract]

Vacation Ownership Notes Receivable

Note 10.    Vacation Ownership Notes Receivable

Notes receivable (net of reserves) related to our vacation ownership loans consist of the following (in millions):

	December 31,
	2013			2012
Vacation ownership loans – securitized	$	369		$	503
Vacation ownership loans – unsecuritized		247			111
		616			614
Less: current portion
Vacation ownership loans – securitized		(54	)		(65	)
Vacation ownership loans – unsecuritized		(30	)		(19	)
	$	532		$	530

We include the current and long-term maturities of unsecuritized VOI notes receivable in accounts receivable and other assets, respectively, in our consolidated balance sheets.

We record interest income associated with VOI notes in our vacation ownership and residential sale and services line item in our consolidated statements of income. Interest income related to our VOI notes receivable was as follows (in millions):

	Year Ended December 31,
	2013		2012		2011
Vacation ownership loans – securitized	$	63	$	69	$	64
Vacation ownership loans – unsecuritized		21		15		21
	$	84	$	84	$	85

The following tables present future maturities of gross VOI notes receivable (in millions) and interest rates:

	Securitized			Unsecuritized			Total
2014	$	60		$	38		$	98
2015		60			25			85
2016		61			24			85
2017		57			27			84
Thereafter		174			193			367
Balance at December 31, 2013	$	412		$	307		$	719
Weighted average interest rates		12.97	%		12.84	%		12.91	%
Range of interest rates		5 to 17	%		5 to 17	%		5 to 17	%

For the vacation ownership and residential segment, we record an estimate of expected uncollectibility on our VOI notes receivable as a reduction of revenue at the time we recognize profit on a timeshare sale. We hold large amounts of homogeneous VOI notes receivable and therefore, assess uncollectibility based on pools of receivables. In estimating loss reserves, we use a technique referred to as static pool analysis, which tracks uncollectible notes for each year’s sales over the life of the respective notes and projects an estimated default rate that is used in the determination of our loan loss reserve requirements. As of December 31, 2013 and 2012, the average estimated default rate for our pools of receivables was 9.3% and 9.7%, respectively.

The activity and balances for our loan loss reserve were as follows (in millions):

	Securitized			Unsecuritized			Total
Balance at December 31, 2010	$	82		$	79		$	161
Provisions for loan losses		2			27			29
Write-offs		—			(54	)		(54	)
Other		(4	)		4			—
Balance at December 31, 2011		80			56			136
Provisions for loan losses		—			26			26
Write-offs		—			(41	)		(41	)
Other		(7	)		7			—
Balance at December 31, 2012		73			48			121
Provisions for loan losses		(10	)		21			11
Write-offs		—			(29	)		(29	)
Other		(20	)		20			—
Balance at December 31, 2013	$	43		$	60		$	103

We use the origination of the notes by brand (Sheraton, Westin, and Other) and the FICO scores of the buyers as the primary credit quality indicators to calculate the loan loss reserve for the vacation ownership notes, as we believe there is a relationship between the default behavior of borrowers and the brand associated with the vacation ownership property they have acquired, supplemented by the FICO scores of the buyers. In addition to quantitatively calculating the loan loss reserve based on our static pool analysis, we supplement the process by evaluating certain qualitative data, including the aging of the respective receivables and current default trends by brand and origination year.

During the year ended December 31, 2013, we recorded a net adjustment to the loan loss reserves of $11 million. This net adjustment was primarily driven by a $23 million increase in the reserves for new contract sales, partially offset by a $12 million favorable adjustment from improved performance in the portfolio, as well as an enhancement to our static pool methodology to include FICO as a credit quality indicator.

Balances of our VOI notes receivable by brand and by FICO score were as follows (in millions):

	As of December 31, 2013
	700+		600-699		<600		No Score		Total
Sheraton	$	156	$	130	$	19	$	59	$	364
Westin		199		91		7		37		334
Other		11		3		—		7		21
	$	366	$	224	$	26	$	103	$	719

	As of December 31, 2012
	700+		600-699		<600		No Score		Total
Sheraton	$	153	$	123	$	23	$	59	$	358
Westin		208		91		8		42		349
Other		16		4		—		8		28
	$	377	$	218	$	31	$	109	$	735

Given the significance of our pools of VOI notes receivable, a change in the projected default rate can have a significant impact to our loan loss reserve requirements, with a 0.1% change estimated to have an impact of approximately $4 million.

We consider a VOI note receivable delinquent when it is more than 30 days outstanding. Delinquent notes receivable amounted to $48 million and $49 million as of December 31, 2013 and 2012, respectively. All delinquent loans are placed on nonaccrual status, and we do not resume interest accrual until payment is made. We consider loans to be in default upon reaching 120 days outstanding, at which point, we generally commence the repossession process. Uncollectible VOI notes receivable are charged off when title to the unit is returned to us. We generally do not modify vacation ownership notes that become delinquent or upon default.

Past due balances of VOI notes receivable by credit quality indicators were as follows (in millions):

	Total Receivables		Current		Delinquent
					30-59 Days		60-89 Days		>90 Days		Total
As of December 31, 2013	$	719	$	671	$	9	$	5	$	34	$	48
As of December 31, 2012	$	735	$	686	$	7	$	5	$	37	$	49

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Restructuring and Other Special Charges (Credits), Net - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Restructuring And Related Activities [Abstract]
Restructuring and other special charges (credits), net	$ 1	$ (12)	$ 68
Unrecoverable, cost and expenses	19
Severance costs	5
Favorable adjustment to a legal settlement	22
Favorable adjustment to a legal reserve		11	70
Credit associated with the reversal restructuring accruals no longer deemed necessary			2
Loss contingency accruals	$ 20	$ 78

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Plant, Property and Equipment

12 Months Ended

Dec. 31, 2013

Property Plant And Equipment [Abstract]

Plant, Property and Equipment

Note 6.    Plant, Property and Equipment

Plant, property and equipment consisted of the following (in millions):

	December 31,
	2013			2012
Land and improvements	$	506		$	554
Buildings and improvements		2,895			2,985
Furniture, fixtures and equipment		1,865			1,876
Construction work in process		152			169
		5,418			5,584
Less accumulated depreciation and amortization		(2,384	)		(2,422	)
	$	3,034		$	3,162

During the year ended December 31, 2013, we acquired a hotel for cash consideration of $12 million.

The above balances include unamortized capitalized software costs of $178 million and $154 million at December 31, 2013 and 2012, respectively. Amortization of capitalized software costs was $35 million, $33 million and $32 million for the years ended December 31, 2013, 2012 and 2011, respectively.

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Basis of Presentation - Additional Information (Detail)	12 Months Ended
	Dec. 31, 2013 Markets Hotel
Organization Consolidation And Presentation Of Financial Statements [Abstract]
Hotels	1,175
Number of markets	2
Number of hotel segments	3

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Leases and Rentals - Minimum Future Rents Payable under Non-Cancelable Operating Leases with Third Parties (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013
Leases [Abstract]
2014	$ 100
2015	98
2016	94
2017	81
2018	79
Thereafter	$ 901

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Asset Dispositions and Impairments

12 Months Ended

Dec. 31, 2013

Text Block [Abstract]

Asset Dispositions and Impairments

Note 4.    Asset Dispositions and Impairments

During the year ended December 31, 2013, we sold six wholly-owned hotels for net cash proceeds of approximately $248 million. Four hotels were sold subject to franchise agreements with initial terms of 20 years and we recorded a net pre-tax gain of $6 million related to the sales of these hotels. One hotel was sold subject to a management agreement with an initial term of 20 years, and this sale resulted in a pre-tax gain of approximately $3 million, which we deferred and are recognizing into management fees, franchise fees and other income over the initial term of the management agreement. One hotel was sold subject to a long-term management agreement and this sale resulted in a pre-tax loss of $7 million, which we recorded in the gain (loss) on asset dispositions and impairments, net, line item.

Additionally, during the year ended December 31, 2013, we recorded a pre-tax loss of $11 million related to asset disposals in connection with various hotel renovations, which was partially offset by insurance proceeds of $5 million and a pre-tax gain of $4 million on the sale of a non-core asset for net cash proceeds of $12 million.

During the year ended December 31, 2012, we sold one wholly-owned hotel for net cash proceeds of approximately $11 million and recognized a pre-tax loss of $7 million in the gain (loss) on asset dispositions and impairments, net, line item. The hotel was sold subject to a long-term franchise agreement. Also during the year ended December 31, 2012, we sold two wholly-owned hotels, subject to long-term management agreements, for net cash proceeds of approximately $244 million. We recorded deferred gains of approximately $100 million in connection with these sales. The deferred gains will be amortized into the management fees, franchise fees and other income line over the initial terms of the management agreements, which are 20 years.

Additionally, during the year ended December 31, 2012, we recorded a pre-tax loss of $9 million related to the other-than-temporary impairment of our investment in an unconsolidated joint venture.

Finally, during the year ended December 31, 2012, we sold five wholly-owned hotels, unencumbered by management or franchise agreements, for net cash proceeds of approximately $265 million. In connection with the sales, we recognized a gain of approximately $78 million (net of tax), partially offset by an impairment charge of $5 million (net of tax) recorded in discontinued operations, net (see Note 17).

During the year ended December 31, 2011, we sold two wholly-owned hotels for cash proceeds of approximately $237 million. These hotels were sold subject to long-term management agreements and we recorded deferred gains of approximately $66 million relating to the sales. The deferred gains will be amortized into the management fees, franchise fees and other income line over the initial terms of the management agreements, which are 20 years. Also during the year ended December 31, 2011, we sold our interest in a consolidated joint venture for cash proceeds of approximately $44 million, with the buyer assuming $57 million of our debt. We recognized a pre-tax loss of $18 million in discontinued operations as a result of the sale (see Note 17).

Additionally, during the year ended December 31, 2011, we recorded an impairment charge of $31 million to write-off our noncontrolling interest in a joint venture that owns a hotel in Tokyo, Japan and a $9 million loss due to the impairment of fixed assets that were written down in connection with significant renovations and related asset retirements at two properties. These amounts were partially offset by a $50 million gain as a result of remeasuring the fair value of our previously held noncontrolling interest in two hotels in which we obtained a controlling interest.

During the years ended December 31, 2013, 2012 and 2011, we reviewed the recoverability of the carrying values of our owned hotels and determined that certain hotels or hotel assets were impaired. The fair values of the hotels were estimated primarily from the income approach and the use of discounted cash flows models. Impairment charges totaling $19 million, $2 million and $7 million, relating to two, two and six hotels, were recorded to gain (loss) on asset dispositions and impairments, net in the years ended December 31, 2013, 2012 and 2011, respectively, and to the following segment asset groups (in millions):

	Year Ended December 31,
	2013		2012		2011
Americas	$	17	$	—	$	5
EAME		2		2		2
Total	$	19	$	2	$	7

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Assets Held for Sale

12 Months Ended

Dec. 31, 2013

Property Plant And Equipment [Abstract]

Assets Held for Sale

Note 5.    Assets Held for Sale

During the year ended December 31, 2012, we entered into a purchase and sale agreement for the sale of two wholly-owned hotels. We received a non-refundable deposit during the fourth quarter of 2012, and the hotels, along with estimated goodwill to be allocated to these assets, were reclassified as assets held for sale as of December 31, 2012. In connection with the anticipated sale, for the year ended December 31, 2012, we recognized an impairment charge of $4 million recorded to the gain (loss) on asset dispositions and impairments, net line item to reflect the fair market value of the properties based on the purchase price less costs to sell. The sale of these hotels, which were sold subject to franchise agreements, closed in January 2013 (see Note 4), and during the year ended December 31, 2013, we recognized an additional loss of $1 million related to the sale of these hotels.

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Goodwill and Intangible Assets

12 Months Ended

Dec. 31, 2013

Goodwill And Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

Note 7.    Goodwill and Intangible Assets

The changes in the carrying amount of goodwill for the years ended December 31, 2013 and 2012 was as follows (in millions):

	Americas Segment			EAME Segment			Asia Pacific Segment			Vacation Ownership and Residential Segment		Total
Balance at January 1, 2012	$	786		$	256		$	283		$	151	$	1,476
Acquisitions		—			6			—			—		6
Currency translation adjustment		—			3			—			—		3
Asset dispositions		(58	)		—			—			—		(58	)
Other		—			—			—			—		—
Balance at December 31, 2012	$	728		$	265		$	283		$	151	$	1,427
Balance at January 1, 2013	$	728		$	265		$	283		$	151	$	1,427
Acquisitions		—			—			—			—		—
Currency translation adjustment		(1	)		5			(1	)		—		3
Asset dispositions		(22	)		—			—			—		(22	)
Other		—			(1	)		—			—		(1	)
Balance at December 31, 2013	$	705		$	269		$	282		$	151	$	1,407

At October 31, 2013, the date of our annual impairment valuation, we evaluated the goodwill of the hotel reporting units and determined that, for each of the hotel reporting units, the fair value significantly exceeded the book value. We used a market approach to determine the fair value of the reporting units. We utilized earnings multiples from various independent, third party investment firms and applied those earnings multiples to the respective earnings streams (owned hotels, management and franchise fees and other) generated by each of our hotel reporting units to determine the fair value for each of the hotel segments.

At October 31, 2013, we determined qualitatively that, for the vacation ownership and residential reporting unit, it was not more likely than not that goodwill was impaired, and thus, the two-step goodwill impairment test was not required. In making this determination, we considered the significant excess of fair value over book value calculated in step one of the 2012 impairment test, trends in the discount rate, favorable trends in our current year operations, favorable 2013 industry performance versus prior year, analyst multiples and other positive qualitative information, all of which indicated that it is more likely than not that the fair value of the reporting unit is greater than its book value. Based on this evaluation of internal and external qualitative factors, we concluded that the two-step goodwill impairment test was not required for the vacation ownership reporting unit.

In 2012, we evaluated the goodwill of the vacation ownership and residential reporting unit and determined that its fair value significantly exceeded its book value. As well, we evaluated the goodwill for the hotel reporting units using the same earnings multiples approach described previously and determined that, for each of the hotel reporting units, the fair value significantly exceeded the book value. In 2012, we concluded no impairment existed for any of our reporting units.

Intangible assets consisted of the following (in millions):

	December 31,
	2013			2012
Trademarks and trade names	$	316		$	314
Management and franchise agreements		493			456
Other		16			15
		825			785
Accumulated amortization		(200	)		(187	)
	$	625		$	598

The intangible assets related to management and franchise agreements have finite lives, and accordingly, we recorded amortization expense of $28 million, $24 million, and $29 million, respectively, during the years ended December 31, 2013, 2012 and 2011. The other intangible assets noted above have indefinite lives.

Amortization expense relating to intangible assets with finite lives for each of the years ended December 31, is expected to be as follows (in millions):

2014	$	28
2015		27
2016		25
2017		24
2018		23

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Asset Dispositions and Impairments - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013 Hotel	Dec. 31, 2012 Hotel	Dec. 31, 2011 Hotel Property
Asset Dispositions And Impairments [Line Items]
Net cash proceeds from disposal of assets	$ 260	$ 528	$ 290
Pre-tax loss related to the other-than-temporary impairment of investment in an unconsolidated joint venture		(9)
Gain (loss) on disposition, net of tax	71	92	(13)
Loss on renovation and related asset retirement			9
Gain (Loss) on asset dispositions			50
Number of asset retirement and renovation property			2
Number of wholly-owned hotels, fair value remeasured			2
Impairment charges	19	2	7
Number of hotels related to impairment charges	2	2	6
Franchise agreements [Member]
Asset Dispositions And Impairments [Line Items]
Term of agreements	20 years
Five wholly-owned hotels [Member]
Asset Dispositions And Impairments [Line Items]
Net cash proceeds from disposal of assets		265
Number of wholly-owned hotels sold		5
Gain (loss) on disposition, net of tax		78
Impairment charge recorded in discontinued operations, net of tax		5
Minority investment - Japan hotel [Member]
Asset Dispositions And Impairments [Line Items]
Impairment charge relating to noncontrolling interest in joint venture			31
Hotel renovations [Member]
Asset Dispositions And Impairments [Line Items]
Pre-tax gain (loss) on sale of assets	(11)
Insurance proceeds from disposal of assets	5
Non-core Assets [Member]
Asset Dispositions And Impairments [Line Items]
Net cash proceeds from disposal of assets	12
Pre-tax gain (loss) on sale of assets	4
Six wholly-owned hotels [Member]
Asset Dispositions And Impairments [Line Items]
Net cash proceeds from disposal of assets	248
Number of wholly-owned hotels sold	6
One wholly-owned hotel [Member]
Asset Dispositions And Impairments [Line Items]
Net cash proceeds from disposal of assets		11
Number of wholly-owned hotels sold		1
Pre-tax gain (loss) on sale of assets		(7)
One wholly-owned hotel [Member] | Management agreements [Member]
Asset Dispositions And Impairments [Line Items]
Number of wholly-owned hotels sold	1
Term of agreements	20 years
Deferred gains on dispositions of assets	3
One wholly-owned hotel [Member] | Long-term management agreements [Member]
Asset Dispositions And Impairments [Line Items]
Number of wholly-owned hotels sold	1
Pre-tax gain (loss) on sale of assets	(7)
Four wholly-owned hotels [Member] | Franchise agreements [Member]
Asset Dispositions And Impairments [Line Items]
Number of wholly-owned hotels sold	4
Pre-tax gain (loss) on sale of assets	6
Two wholly-owned hotels [Member]
Asset Dispositions And Impairments [Line Items]
Net cash proceeds from disposal of assets		244	237
Number of wholly-owned hotels sold		2	2
Term of agreements			20 years
Pre-tax gain (loss) on sale of assets			(18)
Deferred gains on dispositions of assets		100	66
Approximate cash proceeds from sale of interest in consolidated joint venture			44
Mortgage debt assumed by buyer in sale of interest in a consolidated joint venture			$ 57

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Comprehensive Income - Summary of Changes in Accumulated Other Comprehensive Income (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Accumulated Other Comprehensive Income Loss [Line Items]
Beginning balance	$ (338)
Other comprehensive income before reclassifications	1
Amounts reclassified from accumulated other comprehensive income	4
Other comprehensive income, Before-Tax Amount	5	8	(64)
Tax (expense) benefit	(2)	2
Total other comprehensive income (loss), net of taxes	3	10	(64)
Ending balance	(335)	(338)
Cash Flow Hedges [Member]
Accumulated Other Comprehensive Income Loss [Line Items]
Beginning balance	(1)
Other comprehensive income before reclassifications
Amounts reclassified from accumulated other comprehensive income	1
Other comprehensive income, Before-Tax Amount	1
Tax (expense) benefit
Total other comprehensive income (loss), net of taxes	1
Ending balance
Defined Benefit Pension and Postretirement Benefit Plans [Member]
Accumulated Other Comprehensive Income Loss [Line Items]
Beginning balance	(86)
Other comprehensive income before reclassifications	21
Amounts reclassified from accumulated other comprehensive income	3
Other comprehensive income, Before-Tax Amount	24
Tax (expense) benefit	(2)
Total other comprehensive income (loss), net of taxes	22
Ending balance	(64)
Foreign Currency Translation Adjustments [Member]
Accumulated Other Comprehensive Income Loss [Line Items]
Beginning balance	(251)
Other comprehensive income before reclassifications	(20)
Amounts reclassified from accumulated other comprehensive income
Other comprehensive income, Before-Tax Amount	(20)
Tax (expense) benefit
Total other comprehensive income (loss), net of taxes	(20)
Ending balance	$ (271)

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Income Taxes - Income Tax Data from Continuing Operations (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Pretax income
U.S.	$ 462	$ 356	$ 165
Foreign	366	262	260
Total	828	618	425
Current:
U.S. federal	77	26	(215)
State and local	3	22	(21)
Foreign	118	118	88
Total	198	166	(148)
Deferred:
U.S. federal	69	(25)	62
State and local	13	(2)	(11)
Foreign	(17)	9	22
Total	65	(18)	73
Total income tax expense (benefit), continuing operations	$ 263	$ 148	$ (75)

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Assets Held for Sale - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2012 Two wholly-owned hotels [Member] Hotel	Dec. 31, 2011 Two wholly-owned hotels [Member] Hotel
Property, Plant and Equipment [Line Items]
Number of wholly-owned hotels sold			2	2
Impairment charge		$ 4
Additional loss recognized related to sale of hotels	$ (1)

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Employee Benefit Plans - Defined Benefit and Postretirement Benefit Plans (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Change in Plan Assets
Fair value of plan assets at end of year	$ 235	$ 217
Overfunded (underfunded) funded status	20
Domestic Pension Benefits [Member]
Change in Benefit Obligation
Benefit obligation at beginning of year	23	20
Service cost
Interest cost	1	1	1
Actuarial loss (gain)	(2)	3
Effect of foreign exchange rates
Plan participant contributions
Benefits paid	(1)	(1)
Other
Benefit obligation at end of year	21	23	20
Change in Plan Assets
Fair value of plan assets at beginning of year
Actual return on plan assets, net of expenses
Employer contribution	1	1
Plan participant contributions
Effect of foreign exchange rates
Benefits paid	(1)	(1)
Fair value of plan assets at end of year
Overfunded (underfunded) funded status	(21)	(23)
Accumulated benefit obligation	21	23
Plans with Accumulated Benefit Obligations in excess of Plan Assets
Projected benefit obligation	21	23
Accumulated benefit obligation	21	23
Fair value of plan assets
Foreign Pension Benefits [Member]
Change in Benefit Obligation
Benefit obligation at beginning of year	232	206
Service cost
Interest cost	8	10	10
Actuarial loss (gain)	(19)	19
Effect of foreign exchange rates	2	4
Plan participant contributions
Benefits paid	(7)	(7)
Other
Benefit obligation at end of year	216	232	206
Change in Plan Assets
Fair value of plan assets at beginning of year	217	190
Actual return on plan assets, net of expenses	11	19
Employer contribution	12	11
Plan participant contributions
Effect of foreign exchange rates	2	4
Benefits paid	(7)	(7)
Fair value of plan assets at end of year	235	217	190
Overfunded (underfunded) funded status	19	(15)
Accumulated benefit obligation	216	232
Plans with Accumulated Benefit Obligations in excess of Plan Assets
Projected benefit obligation	142	158
Accumulated benefit obligation	142	157
Fair value of plan assets	134	121
Postretirement Benefits [Member]
Change in Benefit Obligation
Benefit obligation at beginning of year	20	20
Service cost
Interest cost	1	1	1
Actuarial loss (gain)	(2)
Effect of foreign exchange rates
Plan participant contributions	1	1
Benefits paid	(2)	(2)
Other
Benefit obligation at end of year	18	20	20
Change in Plan Assets
Fair value of plan assets at beginning of year
Actual return on plan assets, net of expenses
Employer contribution	1	1
Plan participant contributions	1	1
Effect of foreign exchange rates
Benefits paid	(2)	(2)
Fair value of plan assets at end of year
Overfunded (underfunded) funded status	$ (18)	$ (20)

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Earnings per Share - Additional Information (Detail) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Earnings Per Share [Abstract]
Anti-dilutive shares excluded from computation of earnings per share, amount	0.3	1.3	1.2

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Debt - Long-Term Debt and Short-Term Borrowings (Parenthetical) (Detail)										12 Months Ended
	Dec. 31, 2013 Senior Notes, interest at 7.375%, maturing 2015 [Member]	Dec. 31, 2012 Senior Notes, interest at 7.375%, maturing 2015 [Member]	Dec. 31, 2013 Senior Notes, interest at 6.75%, maturing 2018 [Member]	Dec. 31, 2012 Senior Notes, interest at 6.75%, maturing 2018 [Member]	Dec. 31, 2013 Senior Notes, interest at 7.15%, maturing 2019 [Member]	Dec. 31, 2012 Senior Notes, interest at 7.15%, maturing 2019 [Member]	Dec. 31, 2013 Senior Notes, interest at 3.125%, maturing 2023 [Member]	Dec. 31, 2012 Senior Notes, interest at 3.125%, maturing 2023 [Member]	Dec. 05, 2012 Senior Notes, interest at 3.125%, maturing 2023 [Member]	Dec. 31, 2013 Mortgages and other, interest rates ranging from 1.00% to 9.00%, various maturities [Member]	Dec. 31, 2012 Mortgages and other, interest rates ranging from 1.00% to 9.00%, various maturities [Member]
Debt Instrument [Line Items]
Interest rate, stated rate	7.375%	7.375%	6.75%	6.75%	7.15%	7.15%	3.125%	3.125%	3.125%
Minimum interest rate, stated percentage on revolving credit facilities										1.00%	1.00%
Maximum interest rate, stated percentage on revolving credit facilities										9.00%	9.00%

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Quarterly Results (Unaudited) - Schedule of Quarterly Financial Information (Detail) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended																12 Months Ended
	Dec. 31, 2013		Sep. 30, 2013		Jun. 30, 2013		Mar. 31, 2013		Dec. 31, 2012		Sep. 30, 2012		Jun. 30, 2012		Mar. 31, 2012		Dec. 31, 2013		Dec. 31, 2012		Dec. 31, 2011
Income Statement [Abstract]
Revenues	$ 1,506		$ 1,508		$ 1,562		$ 1,539		$ 1,533		$ 1,455		$ 1,618		$ 1,715		$ 6,115		$ 6,321		$ 5,624
Costs and expenses	1,306		1,265		1,312		1,307		1,290		1,255		1,376		1,488		5,190		5,409		4,994
Income (loss) from continuing operations	128		157		138		142		65		147		129		129		565		470		500
Net (income) loss from continuing operations attributable to noncontrolling interests					(1)		1														2
Income (loss) from continuing operations attributable to Starwood's common stockholders	128		157		137		143		65		147		129		129		565		470		502
Discontinued operations							70		77		23		(7)		(1)		70		92
Net income attributable to Starwood	$ 128		$ 157		$ 137		$ 213		$ 142		$ 170		$ 122		$ 128		$ 635		$ 562		$ 489
Basic -
Income (loss) from continuing operations	$ 0.68	[1]	$ 0.82	[1]	$ 0.72	[1]	$ 0.74	[1]	$ 0.34	[1]	$ 0.76	[1]	$ 0.67	[1]	$ 0.67	[1]	$ 2.96	[1]	$ 2.44	[1]	$ 2.65
Discontinued operations	$ 0.00	[1]	$ 0.00	[1]	$ 0.00	[1]	$ 0.37	[1]	$ 0.40	[1]	$ 0.12	[1]	$ (0.04)	[1]	$ 0.00	[1]	$ 0.37	[1]	$ 0.48	[1]	$ (0.07)
Net income	$ 0.68	[1]	$ 0.82	[1]	$ 0.72	[1]	$ 1.11	[1]	$ 0.74	[1]	$ 0.88	[1]	$ 0.63	[1]	$ 0.67	[1]	$ 3.33	[1]	$ 2.92	[1]	$ 2.58
Diluted -
Income (loss) from continuing operations	$ 0.67	[1]	$ 0.81	[1]	$ 0.71	[1]	$ 0.73	[1]	$ 0.33	[1]	$ 0.75	[1]	$ 0.66	[1]	$ 0.65	[1]	$ 2.92	[1]	$ 2.39	[1]	$ 2.57
Discontinued operations	$ 0.00	[1]	$ 0.00	[1]	$ 0.00	[1]	$ 0.36	[1]	$ 0.39	[1]	$ 0.12	[1]	$ (0.04)	[1]	$ 0.00	[1]	$ 0.36	[1]	$ 0.47	[1]	$ (0.06)
Net income	$ 0.67	[1]	$ 0.81	[1]	$ 0.71	[1]	$ 1.09	[1]	$ 0.72	[1]	$ 0.87	[1]	$ 0.62	[1]	$ 0.65	[1]	$ 3.28	[1]	$ 2.86	[1]	$ 2.51

[1] Amounts presented are attributable to Starwood's common stockholders.

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Commitments and Contingencies

12 Months Ended

Dec. 31, 2013

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 25.     Commitments and Contingencies

We had the following contractual obligations outstanding as of December 31, 2013 (in millions):

	Total		Due in Less Than 1  Year		Due in 1-3 Years		Due in 3-5 Years		Due After 5  Years
Unconditional purchase obligations (a)	$	122	$	60	$	45	$	14	$	3
Other long-term obligations		23		1		4		5		13
Total contractual obligations	$	145	$	61	$	49	$	19	$	16

(a) Included in these balances are commitments that may be reimbursed or satisfied by our managed and franchised properties.

We had the following commercial commitments outstanding as of December 31, 2013 (in millions):

			Amount of Commitment Expiration Per Period
	Total		Less Than 1 Year		1-3 Years		3-5 Years		After 5 Years
Standby letters of credit	$	116	$	94	$	—	$	—	$	22

Variable Interest Entities.    We have determined that we have a variable interest in 23 hotels, generally in the form of investments, loans, guarantees, or equity. We determine if we are the primary beneficiary of these hotels by primarily considering certain qualitative factors. Qualitative factors include evaluating if we have the power to control the VIE and have the obligation to absorb the losses and rights to receive the benefits of the VIE, that could potentially be significant to the VIE. We have determined that we are not the primary beneficiary of these VIEs and therefore, these entities are not consolidated in our financial statements. See Note 9 for the VIEs in which we are deemed the primary beneficiary and have consolidated the entities.

The 23 VIEs associated with our variable interests represent entities that own hotels for which we have entered into management or franchise agreements with the hotel owners. We are paid a fee primarily based on financial metrics of the hotel. The hotels are financed by the owners, generally in the form of working capital, equity, and debt.

At December 31, 2013, we have approximately $116 million of investments and loan balance of $2 million associated with 22 of the 23 VIEs. The maximum loss under these agreements equals the carrying value because we are not obligated to fund future cash contributions. In addition, we have not contributed amounts to the VIEs in excess of our contractual obligations.

We also have an investment of approximately $1 million and a performance guarantee associated with the remaining VIE. The performance guarantee has a possible cash outlay of up to $62 million of which, if required, would be funded over several years and would be largely offset by management fees received under this contract.

At December 31, 2012, we evaluated the 23 hotels in which we had a variable interest. As of that date, we had approximately $109 million of investments associated with 21 of the 23 VIEs. Additionally, we had approximately $5 million of investments and certain performance guarantees associated with the remaining two VIEs.

Guaranteed Loans and Commitments.    In limited cases, we have made loans to owners of or partners in hotel or resort ventures for which we have a management or franchise agreement. Loans outstanding under this program totaled $3 million at December 31, 2013. We evaluate these loans for impairment, and at December 31, 2013, believe these loans are collectible. Unfunded loan commitments aggregating $18 million were outstanding at December 31, 2013, none of which is expected to be funded in the future. These loans typically are secured by pledges of project ownership interests and/or mortgages on the projects. We also have $110 million of equity and other potential contributions associated with managed or joint venture properties, $54 million of which is expected to be funded in 2014.

Surety bonds issued on our behalf at December 31, 2013 totaled $81 million, primarily related to an appeal of certain litigation, requirements by state or local governments relating to our vacation ownership operations and by our insurers to secure large deductible insurance programs.

To secure management contracts, we may provide performance guarantees to third-party owners. Most of these performance guarantees allow us to terminate the contract rather than fund shortfalls if certain performance levels are not met. In the year ended December 31, 2013, we elected to make a $3 million payment to retain a management contract associated with a hotel that failed a performance test.

In limited cases, we are obligated to fund shortfalls in performance levels through the issuance of loans. Many of the performance tests are multi-year tests, are tied to the results of a competitive set of hotels, and have exclusions for force majeure and acts of war and terrorism. We do not anticipate any significant funding under performance guarantees, nor do we anticipate losing a significant number of management or franchise contracts in 2014.

In connection with the purchase of the Le Méridien brand in November 2005, we were indemnified for certain of Le Méridien’s historical liabilities by the entity that bought Le Méridien’s owned and leased hotel portfolio. The indemnity is limited to the financial resources of that entity. However, at this time, we believe that it is unlikely that we will have to fund any of these liabilities.

In connection with the sale of 33 hotels in 2006, we agreed to indemnify the buyer for certain liabilities, including operations and tax liabilities. At this time, we believe that we will not have to make any material payments under such indemnities.

Litigation.    We are involved in various legal matters that have arisen in the normal course of business, some of which include claims for substantial sums. We review these matters and loss contingencies each reporting period to evaluate the degree of probability of an unfavorable outcome and our ability to make a reasonable estimate of any associated loss. Accruals have been recorded when the outcome is probable and can be reasonably estimated. As of December 31, 2013, certain contingencies have been evaluated as reasonably possible, but not probable, with a range of exposure of $0 to $41 million. While the ultimate results of claims and litigation cannot be determined, we do not expect that the resolution of all legal matters will have a material adverse effect on our consolidated results of operations, financial position or cash flow. However, depending on the amount and the timing, an unfavorable resolution of some or all of these matters could materially affect our future results of operations or cash flows in a particular period.

In August 2009, Sheraton Operating Corporation (“Sheraton”) filed a lawsuit as plaintiff in the Supreme Court of the State of New York (the “Court”) against Castillo Grand LLC (“Castillo”) asserting claims arising out of a dispute over a hotel development contract. Two earlier lawsuits arising out of the same hotel development contract filed by Castillo against Sheraton in federal court had been dismissed for lack of subject matter jurisdiction. Castillo filed counterclaims in the state court action alleging, among other things, that Sheraton’s breach of contract resulted in design changes and construction delays. The matter was tried before the Court and, on November 18, 2011, the Court issued its Post Trial Decision ruling in favor of Castillo on some claims and counterclaims and in favor of Sheraton on others. Overall, the Court’s decision is unfavorable to Sheraton. During the year ended December 31, 2011, as a result of this decision, we recorded a reserve for this matter resulting in a pretax charge of $70 million.

During the year ended December 31, 2012, the Court issued its decision on Castillo’s claim for attorney’s fees and expenses. Based on the Court’s favorable decision, we recorded an adjustment of $11 million to reverse a portion of our litigation reserve related to this matter. During the year ended December 31, 2013, we recorded a favorable adjustment to this legal reserve of approximately $22 million to cover judgment and settlement, legal fees and expenses.

Collective Bargaining Agreements.    At December 31, 2013, approximately 25% of our U.S.-based employees were covered by various collective bargaining agreements, generally providing for basic pay rates, working hours, other conditions of employment and orderly settlement of labor disputes. Generally, labor relations have been maintained in a normal and satisfactory manner, and we believe that our employee relations are satisfactory.

Environmental Matters.    We are subject to certain requirements and potential liabilities under various federal, state and local environmental laws, ordinances and regulations. Such laws often impose liability without regard to whether the current or previous owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances. Although we have incurred and expect to incur remediation and other environmental costs during the ordinary course of operations, we anticipate that such costs will not have a material adverse effect on our operations or financial condition.

Captive Insurance Company.    Estimated insurance claims payable at December 31, 2013 and 2012 were $69 million and $68 million, respectively. At December 31, 2013 and 2012, standby letters of credit amounting to $59 million had been issued to provide collateral for the estimated claims. We guarantee the letters of credit.

ITT Industries.    In 1995, the former ITT Corporation, renamed ITT Industries, Inc. (“ITT Industries”), distributed to its stockholders all of the outstanding shares of common stock of ITT Corporation, then a wholly owned subsidiary of ITT Industries (the “Distribution”). In connection with this Distribution, ITT Corporation, which was then named ITT Destinations, Inc., changed its name to ITT Corporation. Subsequent to the acquisition of ITT Corporation in 1998, we changed the name of ITT Corporation to Sheraton Holding Corporation.

For purposes of governing certain of the ongoing relationships between us and ITT Industries after the Distribution and spin-off of ITT Corporation and to provide for an orderly transition, we have entered into various agreements with ITT Industries. These agreements include a spin-off agreement, Employee Benefits Services and Liability Agreement, Tax Allocation Agreement and Intellectual Property Transfer and License Agreements. We may be liable to or due reimbursement from ITT Industries relating to the resolution of certain pre-spin-off matters under these agreements. Based on available information, management does not believe that these matters would have a material impact on our consolidated results of operations, financial position or cash flows. During the year ended December 31, 2013 we recorded a gain, net of tax, in discontinued operations, net of $1 million from a favorable insurance recovery of certain liabilities, and during the year ended December 31, 2012, a gain of $23 million, net of tax, in discontinued operations, net from the favorable settlement of certain liabilities associated with a previously disposed of subsidiary of ITT Corporation (see Note 17).

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Employee Benefit Plans (Tables)

12 Months Ended

Dec. 31, 2013

Compensation And Retirement Disclosure [Abstract]

Defined Benefit and Postretirement Benefit Plans

The following table sets forth the benefit obligation, fair value of plan assets, the funded status and the accumulated benefit obligation of our defined benefit pension and postretirement benefit plans at December 31 (in millions):

	Domestic Pension  Benefits						Foreign Pension Benefits						Postretirement Benefits
	2013			2012			2013			2012			2013			2012
Change in Benefit Obligation
Benefit obligation at beginning of year	$	23		$	20		$	232		$	206		$	20		$	20
Service cost		—			—			—			—			—			—
Interest cost		1			1			8			10			1			1
Actuarial loss (gain)		(2	)		3			(19	)		19			(2	)		—
Effect of foreign exchange rates		—			—			2			4			—			—
Plan participant contributions		—			—			—			—			1			1
Benefits paid		(1	)		(1	)		(7	)		(7	)		(2	)		(2	)
Other		—			—			—			—			—			—
Benefit obligation at end of year	$	21		$	23		$	216		$	232		$	18		$	20
Change in Plan Assets
Fair value of plan assets at beginning of year	$	—		$	—		$	217		$	190		$	—		$	—
Actual return on plan assets, net of expenses		—			—			11			19			—			—
Employer contribution		1			1			12			11			1			1
Plan participant contributions		—			—			—			—			1			1
Effect of foreign exchange rates		—			—			2			4			—			—
Benefits paid		(1	)		(1	)		(7	)		(7	)		(2	)		(2	)
Fair value of plan assets at end of year	$	—		$	—		$	235		$	217		$	—		$	—
Overfunded (underfunded) funded status	$	(21	)	$	(23	)	$	19		$	(15	)	$	(18	)	$	(20	)
Accumulated benefit obligation	$	21		$	23		$	216		$	232			n/a			n/a
Plans with Accumulated Benefit Obligations in excess of Plan Assets
Projected benefit obligation	$	21		$	23		$	142		$	158			n/a			n/a
Accumulated benefit obligation	$	21		$	23		$	142		$	157			n/a			n/a
Fair value of plan assets	$	—		$	—		$	134		$	121			n/a			n/a

Components of Net Periodic Benefit Cost and Impact of Plan Curtailments and Settlements

The following table presents the components of net periodic benefit cost for the years ended December 31 (in millions):

	Domestic Pension  Benefits						Foreign Pension  Benefits									Postretirement Benefits
	2013		2012		2011		2013			2012			2011			2013		2012		2011
Service cost	$	—	$	—	$	—	$	—		$	—		$	—		$	—	$	—	$	—
Interest cost		1		1		1		8			10			10			1		1		1
Expected return on plan assets		—		—		—		(12	)		(12	)		(12	)		—		—		—
Amortization of net actuarial loss		—		—		—		3			2			1			—		—		—
Other		—		—		—		—			—			1			—		—		—
Net periodic benefit cost	$	1	$	1	$	1	$	(1	)	$	—		$	—		$	1	$	1	$	1

Weighted Average Assumptions Used to Determine Benefit Obligations

The weighted average assumptions used to determine benefit obligations at December 31 were as follows:

	Domestic Pension  Benefits						Foreign  Pension Benefits						Postretirement Benefits
	2013			2012			2013			2012			2013			2012
Discount rate		4.26	%		3.50	%		4.63	%		4.01	%		4.25	%		3.50	%
Rate of compensation increase		n/a			n/a			3.03	%		3.03	%		n/a			n/a

Weighted Average Assumptions Used to Determine Net Periodic Benefit Cost

The weighted average assumptions used to determine net periodic benefit cost for the years ended December 31 were as follows:

	Domestic Pension Benefits									Foreign Pension Benefits									Postretirement Benefits
	2013			2012			2011			2013			2012			2011			2013			2012			2011
Discount rate		3.50	%		4.25	%		5.00	%		4.01	%		4.68	%		5.34	%		3.50	%		4.00	%		4.75	%
Rate of compensation increase		n/a			n/a			n/a			3.03	%		3.26	%		3.64	%		n/a			n/a			n/a
Expected return on plan assets		n/a			n/a			n/a			5.81	%		6.31	%		6.52	%		n/a			n/a			7.10	%

Fair Value of Plan Assets Measured at Fair Value on Recurring Basis

The following table presents our fair value hierarchy of the plan assets measured at fair value on a recurring basis as of December 31, 2013 (in millions):

	Level 1		Level 2		Level 3		Total
Assets:
Mutual Funds	$	59	$	—	$	—	$	59
Collective Trusts		—		7		—		7
Equity Index Funds		—		75		—		75
Money Markets		1		—		—		1
Bond Index Funds		—		93		—		93
Total	$	60	$	175	$	—	$	235

The following table presents our fair value hierarchy of the plan assets measured at fair value on a recurring basis as of December 31, 2012 (in millions):

	Level 1		Level 2		Level 3		Total
Assets:
Mutual Funds	$	61	$	—	$	—	$	61
Collective Trusts		—		6		—		6
Equity Index Funds		—		75		—		75
Money Markets		1		—		—		1
Bond Index Funds		—		74		—		74
Total	$	62	$	155	$	—	$	217

Expected Pension and Postretirement Benefit Plan Payments

The following table represents our expected pension and postretirement benefit plan payments for the next five years and the five years thereafter (in millions):

	Domestic Pension  Benefits		Foreign Pension Benefits		Postretirement Benefits
2014	$	2	$	9	$	1
2015		2		9		1
2016		2		10		1
2017		2		10		1
2018		2		10		1
2019-2023		7		60		6

Multi-Employer Pension Plans

Our participation in these plans is outlined in the table below (in millions):

Pension Fund	EIN/ Pension Plan Number		Pension Protection Act Zone Status						Contributions
			2013			2012			2013		2012		2011
New York Hotel Trades Council and Hotel Association of New York City, Inc. Pension Fund		13-1764242/001		Yellow	(a)		Yellow	(b)	$	4	$	4	$	4
Other Funds		Various								4		5		5
Total Contributions									$	8	$	9	$	9

(a) As of January 1, 2013

(b) As of January 1, 2012

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Restructuring and Other Special Charges (Credits), Net

12 Months Ended

Dec. 31, 2013

Restructuring And Related Activities [Abstract]

Restructuring and Other Special Charges (Credits), Net

Note 12.    Restructuring and Other Special Charges (Credits), Net

Restructuring and other special charges (credits), net were $1 million, $(12) million and $68 million for the years ended December 31, 2013, 2012 and 2011, respectively. These net charges (credits) are not recorded in our reportable segment earnings.

During the year ended December 31, 2013, we decided to absorb certain technology related costs and expenses that we previously intended to collect from our managed and franchised properties. As a result, we recorded a $19 million charge, representing the costs and expenses incurred through the end of 2013 that are no longer intended to be recovered. The year ended December 31, 2013 also included approximately $5 million in severance costs related to a leased hotel we plan to exit in the near future. These charges were partially offset by a favorable adjustment to a legal reserve of approximately $22 million related to a 2013 judgment and settlement, legal fees and expenses in regards to a long standing litigation.

During the year ended December 31, 2012, we recorded a favorable adjustment of $11 million to reverse a portion of our litigation reserve related to the same litigation.

During the year ended December 31, 2011, we recorded a charge of $70 million related to the unfavorable decision in the same lawsuit (see Note 25), offset by a credit of $2 million to adjust previously recorded reserves to the amounts we expected to pay.

We had remaining restructuring accruals of $20 million and $78 million as of December 31, 2013 and 2012, respectively, primarily recorded in accrued expenses.

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Stock-Based Compensation - Stock Option Activity (Detail) (USD $) In Millions, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2013
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Stock Options Outstanding, Beginning Balance	4.2
Stock Options, Granted
Stock Options, Exercised	(3.0)
Stock Options, Forfeited, Canceled or Expired	(0.1)
Stock Options Outstanding, Ending Balance	1.1
Stock Options, Exercisable	0.7
Stock Options Outstanding, Weighted Average Exercise Price Per Share, Beginning Balance	$ 35.72
Stock Options, Granted Weighted Average Exercise Price Per Share
Stock Options, Exercised Weighted Average Exercise Price Per Share	$ 29.84
Stock Options, Forfeited, Canceled or Expired Weighted Average Exercise Price Per Share	$ 54.80
Stock Options Outstanding, Weighted Average Exercise Price Per Share, Ending Balance	$ 48.62
Stock Options, Exercisable Weighted Average Exercise Price Per Share	$ 46.17

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Discontinued Operations

12 Months Ended

Dec. 31, 2013

Discontinued Operations And Disposal Groups [Abstract]

Discontinued Operations

Note 17.     Discontinued Operations

Summary financial information for discontinued operations is as follows (in millions):

	Year Ended December 31,
	2013			2012		2011
Income Statement Data
Loss from operations, net of tax	$	(1	)	$	—	$	—
Gain (loss) on dispositions, net of tax	$	71		$	92	$	(13	)

During the year ended December 31, 2013, we recorded a $71 million gain on dispositions, net of tax, primarily as a result of the reversal of a reserve associated with an uncertain tax position, which was related to a previous disposition. The applicable statute of limitation for this tax position lapsed during 2013 (see Note 13). Additionally, a gain of $1 million (net of tax) resulted from the favorable insurance recovery of certain liabilities associated with a previously disposed of subsidiary of ITT Corporation, which we acquired in 1998.

During the year ended December 31, 2012, the gain of $92 million (net of tax) was primarily related to the gain of $78 million (net of tax) on the sale of one wholly owned hotel, which was sold unencumbered by a management or franchise agreement. Additionally, a gain of $23 million (net of tax) resulted from the favorable settlement of certain liabilities associated with a previously disposed of subsidiary of ITT Corporation. These gains were partially offset by a loss of $5 million (net of tax) related to the loss on the sale of four wholly-owned hotels.

During the year ended December 31, 2011, we recorded a loss of $13 million, including an $18 million pretax loss from the sale of our interest in a consolidated joint venture, offset by a $10 million income tax benefit on the sale.

Additionally, for each of the years ended December 31, 2012 and 2011, we recorded losses of $5 million (net of tax) for accrued interest related to the uncertain tax position that lapsed during 2013.

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Securitized Vacation Ownership Debt - Long-Term and Short-Term Securitized Vacation Ownership Debt (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Debt Instrument [Line Items]
Long term debt including current maturities	$ 355	$ 533
Less current maturities	(97)	(150)
Long-term securitized debt	258	383
2005 securitization, terminated 2013 [Member]
Debt Instrument [Line Items]
Long term debt including current maturities		22
2006 securitization, terminated 2013 [Member]
Debt Instrument [Line Items]
Long term debt including current maturities		18
2009 securitization, interest rates at 5.81%, maturing 2015 [Member]
Debt Instrument [Line Items]
Long term debt including current maturities	36	63
2010 securitization, interest rates ranging from 3.65% to 4.75%, maturing 2021 [Member]
Debt Instrument [Line Items]
Long term debt including current maturities	101	138
2011 securitization, interest rates ranging from 3.67% to 4.82%, maturing 2025 [Member]
Debt Instrument [Line Items]
Long term debt including current maturities	105	137
2012 securitization, interest rates ranging from 2.00% to 2.76%, maturing 2023 [Member]
Debt Instrument [Line Items]
Long term debt including current maturities	$ 113	$ 155

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Other Liabilities (Tables)

12 Months Ended

Dec. 31, 2013

Other Liabilities Disclosure [Abstract]

Summary of Other Liabilities

Other liabilities consisted of the following (in millions):

	December 31,
	2013		2012
Deferred gains on asset sales	$	870	$	944
SPG point liability (a)		780		733
Deferred revenue including VOI and residential sales		37		33
Benefit plan liabilities		46		78
Deferred rent		53		51
Insurance reserves		44		45
Other		74		72
	$	1,904	$	1,956

(a) Includes the actuarially determined liability and certain deferred revenues related to the SPG program.

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Employee Benefit Plans - Weighted Average Assumptions Used to Determine Net Periodic Benefit Cost (Detail)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Domestic Pension Benefits [Member]
Net Periodic Benefit Cost Assumptions [Line Items]
Discount rate	3.50%	4.25%	5.00%
Foreign Pension Benefits [Member]
Net Periodic Benefit Cost Assumptions [Line Items]
Discount rate	4.01%	4.68%	5.34%
Rate of compensation increase	3.03%	3.26%	3.64%
Expected return on plan assets	5.81%	6.31%	6.52%
Postretirement Benefits [Member]
Net Periodic Benefit Cost Assumptions [Line Items]
Discount rate	3.50%	4.00%	4.75%
Expected return on plan assets			7.10%

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Asset Dispositions and Impairments (Tables)

12 Months Ended

Dec. 31, 2013

Text Block [Abstract]

Schedule of Impairment Charges of Segment Asset Groups

Impairment charges totaling $19 million, $2 million and $7 million, relating to two, two and six hotels, were recorded to gain (loss) on asset dispositions and impairments, net in the years ended December 31, 2013, 2012 and 2011, respectively, and to the following segment asset groups (in millions):

	Year Ended December 31,
	2013		2012		2011
Americas	$	17	$	—	$	5
EAME		2		2		2
Total	$	19	$	2	$	7

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Employee Benefit Plans - Expected Pension and Postretirement Benefit Plan Payments (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013
Domestic Pension Benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
2014	$ 2
2015	2
2016	2
2017	2
2018	2
2019-2023	7
Foreign Pension Benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
2014	9
2015	9
2016	10
2017	10
2018	10
2019-2023	60
Postretirement Benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
2014	1
2015	1
2016	1
2017	1
2018	1
2019-2023	$ 6

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Consolidated Statements of Income (Parenthetical) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Income Statement [Abstract]
Interest income	$ 3	$ 2	$ 3
Loss from operations, tax (benefit) expense	0	0	0
Tax (benefit) expense on gain (loss) of dispositions from discontinued operations	$ (69)	$ 87	$ (5)

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Income Taxes - Deferred Tax Assets (Liabilities) (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Income Tax Disclosure [Abstract]
Plant, property and equipment	$ (41)	$ (43)
Intangibles	(51)	(70)
Inventories	52	73
Deferred gains	338	366
Investments	225	208
Receivables (net of reserves)	(22)	47
Accrued expenses and other reserves	140	182
Employee benefits	84	81
Net operating loss, capital loss and tax credit carryforwards	270	223
Other	41	22
Total	1,036	1,089
Less valuation allowance	(299)	(251)
Deferred income taxes	$ 737	$ 838

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Basis of Presentation

12 Months Ended

Dec. 31, 2013

Accounting Policies [Abstract]

Basis of Presentation

Note 1.     Basis of Presentation

The accompanying consolidated financial statements represent the consolidated financial position and consolidated results of operations of Starwood Hotels & Resorts Worldwide, Inc. and its subsidiaries. We are one of the world’s largest hotel and leisure companies. Our principal business is hotels and leisure, which is comprised of a worldwide hospitality network of 1,175 full-service hotels, vacation ownership resorts and residential developments primarily serving two markets: luxury and upper upscale. The principal operations of Starwood Vacation Ownership, Inc. (“SVO”) include the development and operation of vacation ownership resorts; and marketing, selling and financing of vacation ownership interests (“VOIs”) in the resorts.

The consolidated financial statements include our assets, liabilities, revenues and expenses and those of our controlled subsidiaries and partnerships. In consolidating, all material intercompany transactions are eliminated. We have evaluated all subsequent events through the date the consolidated financial statements were filed.

Following the guidance for noncontrolling interests in Accounting Standards Codification (“ASC”) Topic 810, Consolidation, references in this report to our earnings per share, net income, and stockholders’ equity attributable to Starwood’s common stockholders do not include amounts attributable to noncontrolling interests.

Our hotel business is segregated into three separate hotel segments: (i) the Americas, (ii) Europe, Africa and the Middle East (“EAME”), and (iii) Asia Pacific. The vacation ownership and residential business is a separate segment. Note 26 to the consolidated financial statements presents further information about our reportable segments.

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Segment Information (Tables)

12 Months Ended

Dec. 31, 2013

Segment Reporting [Abstract]

Revenues, Adjusted Ebitda, Ebitda from Unconsolidated Ventures, Capital Expenditures, Total Assets, and Investments

The following tables present revenues, segment earnings, earnings from unconsolidated ventures, capital expenditures, total assets, and investments in unconsolidated ventures for our reportable segments (in millions):

	Year Ended December 31,
	2013		2012		2011
Revenues:
Americas (a)	$	1,548	$	1,627	$	1,630
EAME		615		550		592
Asia Pacific		349		337		303
Vacation ownership and residential		905		1,271		688
Total segment revenues		3,417		3,785		3,213
Other revenues from managed and franchised hotels		2,614		2,448		2,339
Other corporate revenues — unallocated		84		88		72
	$	6,115	$	6,321	$	5,624

(a) Includes revenues of $1.1 billion for the years ended 2013, 2012 and 2011, respectively, from hotels located in the United States. No other country contributed more than 10% of our total revenues.

	Year Ended December 31,
	2013			2012			2011
Segment earnings:
Americas	$	617		$	581		$	555
EAME		220			179			204
Asia Pacific		221			218			186
Vacation ownership and residential		276			312			170
Total segment earnings		1,334			1,290			1,115
Other corporate — unallocated		86			88			74
Corporate selling, general, administrative and other—unallocated		(157	)		(158	)		(156	)
Gain (loss) on asset dispositions and impairments, net		(23	)		(21	)		—
Restructuring and other special (charges) credits		(1	)		12			(68	)
Adjustments to equity earnings (a)		(42	)		(42	)		(54	)
Interest expense		(103	)		(172	)		(203	)
Loss on early extinguishment of debt, net		—			(128	)		(16	)
Depreciation and amortization		(267	)		(251	)		(265	)
Discontinued operations		71			92			(13	)
Income tax benefit (expense)		(263	)		(148	)		75
Net income attributable to Starwood	$	635		$	562		$	489

(a) Includes impairment losses, interest expense, depreciation, and amortization expense related to equity earnings not allocated to segment earnings.

	Year Ended December 31,
	2013		2012		2011
Earnings from unconsolidated ventures:
Americas	$	32	$	27	$	29
EAME		—		4		1
Asia Pacific		34		35		32
Vacation ownership and residential		2		1		3
Total earnings from unconsolidated ventures	$	68	$	67	$	65

	Year Ended December 31,
	2013			2012		2011
Capital expenditures:
Americas	$	256		$	202	$	174
EAME		45			99		100
Asia Pacific		17			15		9
Vacation ownership and residential(a)(b)		(13	)		13		146
Total segment capital expenditures		305			329		429
Other corporate unallocated		83			77		124
	$	388		$	406	$	553

(a) Represents gross inventory capital expenditures less cost of sales of $(38) million, $(11) million and $90 million for the years ended 2013, 2012 and 2011, respectively. Additionally, includes development capital of $25 million, $24 million and $56 million for the years ended 2013, 2012 and 2011, respectively.

(b) Amounts presented for the years ended 2013, 2012 and 2011 exclude costs of sales of Bal Harbour of $112 million, $440 million and $76 million, respectively.

	December 31,
	2013		2012		2011
Assets:
Americas	$	2,072	$	2,229	$	2,307
EAME		951		911		830
Asia Pacific		674		574		610
Vacation ownership and residential		1,262		1,445		2,056
Total segment assets(a)		4,959		5,159		5,803
Other corporate assets		3,803		3,696		3,757
	$	8,762	$	8,855	$	9,560

(a) Includes long-lived assets of $1.5 billion, $1.6 billion and $1.8 billion at December 31, 2013, 2012 and 2011, respectively, located in the United States. As well, includes long-lived assets of $378 million, $366 million and $330 million at December 31, 2013, 2012 and 2011, respectively, located in Italy. No other country contributed more than 10% of our total long-lived assets.

	December 31,
	2013		2012		2011
Investments in unconsolidated ventures:
Americas	$	68	$	71	$	70
EAME		27		25		22
Asia Pacific		138		143		137
Vacation ownership and residential		18		21		30
Total investments in unconsolidated ventures	$	251	$	260	$	259

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Vacation Ownership Notes Receivable - Past Due Balances of VOI Notes Receivable (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Receivables [Abstract]
Total Receivables	$ 719	$ 735
Current	671	686
30-59 Days Delinquent	9	7
60-89 Days Delinquent	5	5
>90 Days Delinquent	34	37
Total Delinquent	$ 48	$ 49

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Employee Benefit Plans - Fair Value of Plan Assets Measured at Fair Value on Recurring Basis (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Defined Benefit Plan Disclosure [Line Items]
Total plan assets measured at fair value on a recurring basis	$ 235	$ 217
Mutual Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Total plan assets measured at fair value on a recurring basis	59	61
Collective Trusts [Member]
Defined Benefit Plan Disclosure [Line Items]
Total plan assets measured at fair value on a recurring basis	7	6
Equity Index Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Total plan assets measured at fair value on a recurring basis	75	75
Money Markets [Member]
Defined Benefit Plan Disclosure [Line Items]
Total plan assets measured at fair value on a recurring basis	1	1
Bond Index Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Total plan assets measured at fair value on a recurring basis	93	74
Level 1 [Member]
Defined Benefit Plan Disclosure [Line Items]
Total plan assets measured at fair value on a recurring basis	60	62
Level 1 [Member] | Mutual Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Total plan assets measured at fair value on a recurring basis	59	61
Level 1 [Member] | Collective Trusts [Member]
Defined Benefit Plan Disclosure [Line Items]
Total plan assets measured at fair value on a recurring basis
Level 1 [Member] | Equity Index Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Total plan assets measured at fair value on a recurring basis
Level 1 [Member] | Money Markets [Member]
Defined Benefit Plan Disclosure [Line Items]
Total plan assets measured at fair value on a recurring basis	1	1
Level 1 [Member] | Bond Index Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Total plan assets measured at fair value on a recurring basis
Level 2 [Member]
Defined Benefit Plan Disclosure [Line Items]
Total plan assets measured at fair value on a recurring basis	175	155
Level 2 [Member] | Mutual Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Total plan assets measured at fair value on a recurring basis
Level 2 [Member] | Collective Trusts [Member]
Defined Benefit Plan Disclosure [Line Items]
Total plan assets measured at fair value on a recurring basis	7	6
Level 2 [Member] | Equity Index Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Total plan assets measured at fair value on a recurring basis	75	75
Level 2 [Member] | Money Markets [Member]
Defined Benefit Plan Disclosure [Line Items]
Total plan assets measured at fair value on a recurring basis
Level 2 [Member] | Bond Index Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Total plan assets measured at fair value on a recurring basis	93	74
Level 3 [Member]
Defined Benefit Plan Disclosure [Line Items]
Total plan assets measured at fair value on a recurring basis
Level 3 [Member] | Mutual Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Total plan assets measured at fair value on a recurring basis
Level 3 [Member] | Collective Trusts [Member]
Defined Benefit Plan Disclosure [Line Items]
Total plan assets measured at fair value on a recurring basis
Level 3 [Member] | Equity Index Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Total plan assets measured at fair value on a recurring basis
Level 3 [Member] | Money Markets [Member]
Defined Benefit Plan Disclosure [Line Items]
Total plan assets measured at fair value on a recurring basis
Level 3 [Member] | Bond Index Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Total plan assets measured at fair value on a recurring basis

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Goodwill and Intangible Assets - Changes in Carrying Amount of Goodwill (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Goodwill [Line Items]
Goodwill, Beginning Balance	$ 1,427	$ 1,476
Acquisitions		6
Currency translation adjustment	3	3
Asset dispositions	(22)	(58)
Other	(1)
Goodwill, Ending Balance	1,407	1,427
Americas Segment [Member]
Goodwill [Line Items]
Goodwill, Beginning Balance	728	786
Acquisitions
Currency translation adjustment	(1)
Asset dispositions	(22)	(58)
Other
Goodwill, Ending Balance	705	728
EAME Segment [Member]
Goodwill [Line Items]
Goodwill, Beginning Balance	265	256
Acquisitions		6
Currency translation adjustment	5	3
Asset dispositions
Other	(1)
Goodwill, Ending Balance	269	265
Asia Pacific Segment [Member]
Goodwill [Line Items]
Goodwill, Beginning Balance	283	283
Acquisitions
Currency translation adjustment	(1)
Asset dispositions
Other
Goodwill, Ending Balance	282	283
Vacation Ownership and Residential Segment [Member]
Goodwill [Line Items]
Goodwill, Beginning Balance	151	151
Acquisitions
Currency translation adjustment
Asset dispositions
Other
Goodwill, Ending Balance	$ 151	$ 151

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Employee Benefit Plans

12 Months Ended

Dec. 31, 2013

Compensation And Retirement Disclosure [Abstract]

Employee Benefit Plans

Note 18.     Employee Benefit Plans

During the year ended December 31, 2013, we recorded net actuarial gains of $19 million (net of tax) related to various employee benefit plans primarily due to changes in the assumed discount rate. These gains were recorded in other comprehensive income. The amortization of the net actuarial loss, a component of other comprehensive income, for the year ended December 31, 2013 was $3 million (net of tax).

The actuarial loss included in accumulated other comprehensive (loss) income that is expected to be recognized in net periodic pension cost during the year ended December 31, 2014 is $2 million ($2 million, net of tax).

Defined Benefit and Postretirement Benefit Plans.    We sponsor or previously sponsored numerous funded and unfunded domestic and international pension plans. All defined benefit plans covering U.S. employees are frozen. Certain plans covering non-U.S. employees remain active.

We also sponsor the Starwood Hotels & Resorts Worldwide, Inc. Retiree Welfare Program. This plan provides health care and life insurance benefits for certain eligible retired employees, and we fund this program on a pay-as-you-go basis.

The following table sets forth the benefit obligation, fair value of plan assets, the funded status and the accumulated benefit obligation of our defined benefit pension and postretirement benefit plans at December 31 (in millions):

	Domestic Pension  Benefits						Foreign Pension Benefits						Postretirement Benefits
	2013			2012			2013			2012			2013			2012
Change in Benefit Obligation
Benefit obligation at beginning of year	$	23		$	20		$	232		$	206		$	20		$	20
Service cost		—			—			—			—			—			—
Interest cost		1			1			8			10			1			1
Actuarial loss (gain)		(2	)		3			(19	)		19			(2	)		—
Effect of foreign exchange rates		—			—			2			4			—			—
Plan participant contributions		—			—			—			—			1			1
Benefits paid		(1	)		(1	)		(7	)		(7	)		(2	)		(2	)
Other		—			—			—			—			—			—
Benefit obligation at end of year	$	21		$	23		$	216		$	232		$	18		$	20
Change in Plan Assets
Fair value of plan assets at beginning of year	$	—		$	—		$	217		$	190		$	—		$	—
Actual return on plan assets, net of expenses		—			—			11			19			—			—
Employer contribution		1			1			12			11			1			1
Plan participant contributions		—			—			—			—			1			1
Effect of foreign exchange rates		—			—			2			4			—			—
Benefits paid		(1	)		(1	)		(7	)		(7	)		(2	)		(2	)
Fair value of plan assets at end of year	$	—		$	—		$	235		$	217		$	—		$	—
Overfunded (underfunded) funded status	$	(21	)	$	(23	)	$	19		$	(15	)	$	(18	)	$	(20	)
Accumulated benefit obligation	$	21		$	23		$	216		$	232			n/a			n/a
Plans with Accumulated Benefit Obligations in excess of Plan Assets
Projected benefit obligation	$	21		$	23		$	142		$	158			n/a			n/a
Accumulated benefit obligation	$	21		$	23		$	142		$	157			n/a			n/a
Fair value of plan assets	$	—		$	—		$	134		$	121			n/a			n/a

The net underfunded status of the plans at December 31, 2013 was $20 million, of which $42 million is recorded in other liabilities, $3 million is recorded in accrued expenses and $25 million is recorded in other assets in the accompanying balance sheet.

All domestic pension plans are frozen plans, whereby employees do not accrue additional benefits. Therefore, at December 31, 2013 and 2012, the projected benefit obligation is equal to the accumulated benefit obligation.

The following table presents the components of net periodic benefit cost for the years ended December 31 (in millions):

	Domestic Pension  Benefits						Foreign Pension  Benefits									Postretirement Benefits
	2013		2012		2011		2013			2012			2011			2013		2012		2011
Service cost	$	—	$	—	$	—	$	—		$	—		$	—		$	—	$	—	$	—
Interest cost		1		1		1		8			10			10			1		1		1
Expected return on plan assets		—		—		—		(12	)		(12	)		(12	)		—		—		—
Amortization of net actuarial loss		—		—		—		3			2			1			—		—		—
Other		—		—		—		—			—			1			—		—		—
Net periodic benefit cost	$	1	$	1	$	1	$	(1	)	$	—		$	—		$	1	$	1	$	1

The weighted average assumptions used to determine benefit obligations at December 31 were as follows:

	Domestic Pension  Benefits						Foreign  Pension Benefits						Postretirement Benefits
	2013			2012			2013			2012			2013			2012
Discount rate		4.26	%		3.50	%		4.63	%		4.01	%		4.25	%		3.50	%
Rate of compensation increase		n/a			n/a			3.03	%		3.03	%		n/a			n/a

For measurement purposes at December 31, 2013, a 9% annual rate of increase in the per capita cost of covered health care benefits was assumed for 2014, gradually decreasing to 5% in 2020. A one-percentage point change in assumed health care cost trend rates would have approximately a $1 million effect on the postretirement obligation and a nominal impact on the total of service and interest cost components of net periodic benefit cost. The majority of participants in the Foreign Pension Plans are employees of managed hotels, for which we are reimbursed for costs related to their benefits. The impact of these reimbursements is not reflected above.

The weighted average assumptions used to determine net periodic benefit cost for the years ended December 31 were as follows:

	Domestic Pension Benefits									Foreign Pension Benefits									Postretirement Benefits
	2013			2012			2011			2013			2012			2011			2013			2012			2011
Discount rate		3.50	%		4.25	%		5.00	%		4.01	%		4.68	%		5.34	%		3.50	%		4.00	%		4.75	%
Rate of compensation increase		n/a			n/a			n/a			3.03	%		3.26	%		3.64	%		n/a			n/a			n/a
Expected return on plan assets		n/a			n/a			n/a			5.81	%		6.31	%		6.52	%		n/a			n/a			7.10	%

Our investment objectives are to minimize the volatility of the value of the assets and to ensure the assets are sufficient to pay plan benefits. The target asset allocation is 66% debt securities, 33% equity securities and 1% other.

A number of factors were considered in the determination of the expected return on plan assets. These factors included current and expected allocation of plan assets, the investment strategy, historical rates of return and our expectations, as well as investment expert expectations, for investment performance over approximately a ten year period.

The following table presents our fair value hierarchy of the plan assets measured at fair value on a recurring basis as of December 31, 2013 (in millions):

	Level 1		Level 2		Level 3		Total
Assets:
Mutual Funds	$	59	$	—	$	—	$	59
Collective Trusts		—		7		—		7
Equity Index Funds		—		75		—		75
Money Markets		1		—		—		1
Bond Index Funds		—		93		—		93
Total	$	60	$	175	$	—	$	235

The following table presents our fair value hierarchy of the plan assets measured at fair value on a recurring basis as of December 31, 2012 (in millions):

	Level 1		Level 2		Level 3		Total
Assets:
Mutual Funds	$	61	$	—	$	—	$	61
Collective Trusts		—		6		—		6
Equity Index Funds		—		75		—		75
Money Markets		1		—		—		1
Bond Index Funds		—		74		—		74
Total	$	62	$	155	$	—	$	217

All assets are valued using quoted market prices in active markets.

The following table represents our expected pension and postretirement benefit plan payments for the next five years and the five years thereafter (in millions):

	Domestic Pension  Benefits		Foreign Pension Benefits		Postretirement Benefits
2014	$	2	$	9	$	1
2015		2		9		1
2016		2		10		1
2017		2		10		1
2018		2		10		1
2019-2023		7		60		6

We expect to contribute $15 million to the plans during 2014. A significant portion of the contributions relate to the Foreign Pension Plans, for which we are reimbursed by our managed hotels.

Defined Contribution Plans.    We sponsor various defined contribution plans, including the Starwood Hotels & Resorts Worldwide, Inc. Savings and Retirement Plan, which is a “401(k)” plan. The plan allows participation by employees on U.S. payroll who are at least age 21. Each participant may contribute on a pretax basis between 1% and 50% of his or her eligible compensation to the plan subject to certain maximum limits. Eligible employees are automatically enrolled after 90 days (unless they opt out). A company-paid matching contribution is provided to participants who have completed at least one year of service. The amount of expense for matching contributions totaled $16 million in 2013, $16 million in 2012, and $15 million in 2011. The plan includes our publicly traded common stock as an investment choice. The balances held in Starwood’s stock were $80 million and $69 million at December 31, 2013 and 2012, respectively.

Multi-Employer Pension Plans.    Certain employees are covered by union sponsored multi-employer pension plans pursuant to agreements between us and various unions. Our participation in these plans is outlined in the table below (in millions):

Pension Fund	EIN/ Pension Plan Number		Pension Protection Act Zone Status						Contributions
			2013			2012			2013		2012		2011
New York Hotel Trades Council and Hotel Association of New York City, Inc. Pension Fund		13-1764242/001		Yellow	(a)		Yellow	(b)	$	4	$	4	$	4
Other Funds		Various								4		5		5
Total Contributions									$	8	$	9	$	9

(a) As of January 1, 2013

(b) As of January 1, 2012

Eligible employees at our owned hotels in New York City participate in the New York Hotel Trades Council and Hotel Association of New York City, Inc. Pension Fund. Our contributions are based on a percentage of all union employee wages as dictated by the collective bargaining agreement that expires on June 30, 2019. Our contributions did not exceed 5% of the total contributions to the pension fund in 2013, 2012 or 2011. The pension fund has implemented a funding improvement plan and we have not paid a surcharge.

Multi-Employer Health Plans.    Certain employees are covered by union sponsored multi-employer health plans pursuant to agreements between us and various unions. The plan benefits can include medical, dental and life insurance for eligible participants and retirees. Our contributions to these plans, which were charged to expense during 2013, 2012 and 2011, were approximately $24 million, $24 million and $26 million, respectively.

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Derivative Financial Instruments - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013 Derivative	Dec. 31, 2012
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Maturity period of forward contracts, less than	1 year
Senior Notes, interest at 6.25%, maturing 2013 [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Interest rate, stated rate		6.25%
Senior Notes, interest at 7.875%, maturing 2014 [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Interest rate, stated rate		7.875%
Euro forward contracts [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Notional amount	$ 50
Average exchange rate on forward contracts	1.4
Interest rate swaps [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Notional amount	200	400
Number of interest rate swap agreements	4
Interest rate swap agreements maturity date	2018 and 2019
Gain resulting from termination of interest rate swaps		$ 9

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Subsequent Event - Additional Information (Detail) (USD $) In Millions, except Per Share data, unless otherwise specified	12 Months Ended			1 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Feb. 28, 2014 Subsequent Event [Member]	Jan. 31, 2014 Subsequent Event [Member]
Subsequent Event [Line Items]
Proceeds from sale of long lived asset					$ 213
Dividends declared, amount per share	$ 1.35	$ 1.25	$ 0.50	$ 0.35
Special dividend, amount per share				$ 0.65
Dividends payable, date to be paid				Mar. 28, 2014
Dividends payable, date of record				Mar. 11, 2014

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Commitments and Contingencies - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013 Hotel	Dec. 31, 2012 Hotel	Dec. 31, 2011	Dec. 31, 2006 Hotel
Variable Interest Entity [Line Items]
Total number of hotels in which company has variable interest entity	23	23
Number of hotels in which company has an investments and loan balance	22
Loans to owners	$ 3
Unfunded loan commitments expected to be funded in total	18
Unfunded loan commitments	0
Equity and other potential contributions associated with managed or joint venture properties	110
Equity and other potential contributions associated with managed or joint venture properties expected to be funded within one year	54
Surety bonds issued	81
Payment to retain a management contract	3
Number of hotels sold				33
Range of possible loss, minimum	0
Range of possible loss, maximum	41
Legal fees			70
Favorable adjustment to a litigation reserve		11	70
Percentage of U.S. based employees covered by various collective bargaining agreements	25.00%
Estimated insurance claims payable	69	68
Standby letter of credit insurance claims	59	59
Gain in discontinued operations	1	23
Favorable adjustment of litigation reserve [Member]
Variable Interest Entity [Line Items]
Favorable adjustment to a litigation reserve	22	11
VIEs 22 [Member]
Variable Interest Entity [Line Items]
Investment associated with VIEs	116
Loan balance with VIEs	2
VIEs 1 [Member]
Variable Interest Entity [Line Items]
Investment associated with VIEs	1
Possible cash outlays under contracts with performance guarantee	62
VIEs 21 [Member]
Variable Interest Entity [Line Items]
Investment associated with VIEs		109
VIEs 2 [Member]
Variable Interest Entity [Line Items]
Investment associated with VIEs		$ 5

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Other Assets - Schedule of Other Assets (Parenthetical) (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Accounts Notes And Loans Receivable [Line Items]
Allowance for notes receivable	$ 103	$ 121	$ 136	$ 161
VOI [Member]
Accounts Notes And Loans Receivable [Line Items]
Allowance for notes receivable	$ 52	$ 39

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Valuation and Qualifying Accounts

12 Months Ended

Dec. 31, 2013

Valuation And Qualifying Accounts [Abstract]

Valuation and Qualifying Accounts

SCHEDULE II

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

VALUATION AND QUALIFYING ACCOUNTS

(In millions)

			Additions (Deductions)
	Balance January 1,		Charged to/reversed from Expenses			Charged to/from  Other Accounts (a)			Payments/ Other			Balance December  31,
2013
Trade receivables — allowance for doubtful accounts	$	40	$	11		$	2		$	(6	)	$	47
Notes receivable — allowance for doubtful accounts	$	159	$	20		$	—		$	(47	)	$	132
Reserves included in accrued and other liabilities:
Restructuring and other special charges	$	78	$	1		$	(20	)	$	(39	)	$	20
2012
Trade receivables — allowance for doubtful accounts	$	29	$	7		$	7		$	(3	)	$	40
Notes receivable — allowance for doubtful accounts	$	175	$	26		$	—		$	(42	)	$	159
Reserves included in accrued and other liabilities:
Restructuring and other special charges	$	89	$	(12	)	$	3		$	(2	)	$	78
2011
Trade receivables — allowance for doubtful accounts	$	32	$	5		$	(1	)	$	(7	)	$	29
Notes receivable — allowance for doubtful accounts	$	202	$	28		$	—		$	(55	)	$	175
Reserves included in accrued and other liabilities:
Restructuring and other special charges	$	29	$	68		$	(7	)	$	(1	)	$	89

(a) Charged to/from other accounts:

	Description of Charged  to/from Other Accounts
2013
Accrued expenses	$	(18	)
Total charged to/from other accounts	$	(18	)
2012
Accrued expenses	$	7
Other liabilities		3
Total charged to/from other accounts	$	10
2011
Accrued expenses		(1	)
Other liabilities		(7	)
Total charged to/from other accounts	$	(8	)

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Deferred Gains

12 Months Ended

Dec. 31, 2013

Revenue Recognition [Abstract]

Deferred Gains

Note 11.    Deferred Gains

We defer gains realized in connection with the sale of a property for which we continue to manage through a long-term management agreement and recognize the gains over the initial term of the related agreement. As of December 31, 2013 and 2012, we had total deferred gains of $954 million and $1,035 million, respectively, included in accrued expenses and other liabilities in our consolidated balance sheets. Amortization of deferred gains is included in management fees, franchise fees and other income in our consolidated statements of income and totaled approximately $91 million, $87 million and $87 million in 2013, 2012 and 2011, respectively.

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Employee Benefit Plans - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013 Age	Dec. 31, 2012	Dec. 31, 2011
Under Funded Status Of Plans Balance Sheet Location [Line Items]
Net actuarial gains	$ 19	$ (13)	$ (20)
Net actuarial gains amortization of net actuarial loss	3
Actuarial loss expected to be recognized in net periodic pension cost	2
Actuarial loss expected to be recognized in net periodic pension cost, net of tax	2
Unfunded status	20
Approximate time period considered for investment performance to determine expected return on plan assets (in years)	Ten year
Expected contribution to plans	15
Minimum age for participation of employees in 401(k)plan	21
Contribution by each participant of defined contribution plans on a pretax basis to the plan subject to certain maximum limits	Each participant may contribute on a pretax basis between 1% and 50% of his or her eligible compensation to the plan subject to certain maximum limits
Eligible employees enrollment	After 90 days
Minimum period of service for provide matching contribution to employee	1 year
Defined contribution plan, cost recognized	16	16	15
Balance of publicly traded common stock defined contribution plan	80	69
Collective bargaining agreement expiration date	Jun. 30, 2019
Maximum contributions by employer	less than 5%	less than 5%	less than 5%
Health care contributions	24	24	26
Debt securities [Member]
Under Funded Status Of Plans Balance Sheet Location [Line Items]
Target asset allocation securities	66.00%
Equity securities [Member]
Under Funded Status Of Plans Balance Sheet Location [Line Items]
Target asset allocation securities	33.00%
Other [Member]
Under Funded Status Of Plans Balance Sheet Location [Line Items]
Target asset allocation securities	1.00%
Assumptions [Member]
Under Funded Status Of Plans Balance Sheet Location [Line Items]
Assumed annual rate of increase in the per capita cost of covered health care benefits	9.00%
Assumed ultimate annual rate increase of per capita cost of covered health	5.00%
Effect of one-percentage point change in assumed health care cost trend rates on postretirement benefit obligation	1
Other liabilities [Member]
Under Funded Status Of Plans Balance Sheet Location [Line Items]
Unfunded status	42
Accrued expenses [Member]
Under Funded Status Of Plans Balance Sheet Location [Line Items]
Unfunded status	3
Other assets [Member]
Under Funded Status Of Plans Balance Sheet Location [Line Items]
Unfunded status	$ 25