Document and Entity Information Document

3 Months Ended

Mar. 31, 2014

Apr. 28, 2014

Entity Information [Line Items]

Entity Registrant Name

Hilton Worldwide Holdings Inc.

Entity Central Index Key

0001585689

Current Fiscal Year End Date

--12-31

Entity Filer Category

Non-accelerated Filer

Document Type

10-Q

Document Period End Date

Mar. 31, 2014

Document Fiscal Period Focus

2014

Document Fiscal Period Focus

Q1

Amendment Flag

false

Trading Symbol

hlt

Entity Common Stock, Shares Outstanding

984,615,364

Condensed Consolidated Balance Sheets (USD $)

In Millions, unless otherwise specified

Mar. 31, 2014

Dec. 31, 2013

Current Assets:

Cash and cash equivalents

$ 435

$ 594

Restricted cash and cash equivalents

287

266

Accounts receivable, net of allowance for doubtful accounts

784

731

Inventories

397

396

Deferred income tax assets

23

Current portion of financing receivables, net

93

94

Current portion of securitized financing receivables, net

26

27

Prepaid expenses

182

148

Other

68

104

Total current assets

2,295

2,383

Property, Investments and Other Assets:

Property and equipment, net

9,031

9,058

Financing receivables, net

634

635

Securitized financing receivables, net

184

194

Investments in affiliates

264

260

Goodwill

6,222

6,220

Brands

5,013

Management and franchise contracts, net

1,425

1,452

Other intangible assets, net

739

751

Deferred income tax assets

195

193

Other

391

403

Total property, investments and other assets

24,098

24,179

Total assets

26,393

26,562

Current Liabilities:

Accounts payable, accrued expenses and other

1,936

2,079

Current maturities of long-term debt

3

4

Current maturities of non-recourse debt

41

48

Income taxes payable

6

11

Total current liabilities

1,986

2,142

Long-term debt

11,551

11,751

Non-recourse debt

918

920

Deferred revenues

632

674

Deferred income tax liabilities

5,111

5,053

Liability for guest loyalty program

621

597

Other

1,127

1,149

Total liabilities

21,946

22,286

Commitments and contingencies - see Note 16

Equity:

Preferred stock

0

Common stock

10

Additional paid-in capital

9,970

9,948

Accumulated deficit

(5,208)

(5,331)

Accumulated other comprehensive loss

(236)

(264)

Total Hilton stockholder's equity

4,536

4,363

Noncontrolling interests

(89)

(87)

Total equity

4,447

4,276

Total liabilities and equity

$ 26,393

$ 26,562

Condensed Consolidated Balance Sheets (Parentheticals) (USD $)

In Millions, except Share data, unless otherwise specified

Mar. 31, 2014

Dec. 31, 2013

Statement of Financial Position [Abstract]

Allowance for doubtful accounts receivable

$ 30

$ 32

Variable interest entities - current assets

164

97

Variable interest entities - property, investments and other assets

401

408

Variable interest entities - current liabilities

146

86

Variable interest entities - liabilities

$ 641

$ 583

Preferred stock, par value (per share)

$ 0.01

Preferred stock, authorized shares

3,000,000,000

Preferred stock, issued shares

0

Preferred stock, outstanding shares

0

Common stock, par value (per share)

$ 0.01

Common stock, authorized shares

30,000,000,000

Common stock, issued shares

984,615,364

Common stock, outstanding shares

984,615,364

Condensed Consolidated Statements of Operations (USD $)

In Millions, except Per Share data, unless otherwise specified

3 Months Ended

Mar. 31, 2014

Mar. 31, 2013

Revenues

Owned and leased hotels

$ 945

$ 914

Management and franchise fees and other

312

262

Timeshare

279

246

Other revenues from managed and franchised properties

827

841

Total revenues

2,363

2,263

Expenses

Owned and leased hotels

771

743

Timeshare

177

170

Depreciation and amortization

153

160

General, administrative and other

97

Other expenses from managed and franchised properties

827

841

Total expenses

2,025

2,011

Operating income

338

252

Interest income

1

2

Interest expense

(153)

(143)

Equity in earnings (losses) from unconsolidated affiliates

4

1

Gain (loss) on foreign currency transactions

14

(43)

Other gain (loss), net

3

7

Income before income taxes

207

76

Income tax benefit (expense)

(83)

(38)

Net income (loss)

124

38

Net income (loss) attributable to noncontrolling interests

(1)

(4)

Net income (loss) attributable to Hilton Stockholders

$ 123

$ 34

Earnings per share:

Basic and diluted

$ 0.12

$ 0.03

Condensed Consolidated Statements of Comprehensive Income (Loss) (USD $)

In Millions, unless otherwise specified

3 Months Ended

Mar. 31, 2014

Mar. 31, 2013

Statement of Comprehensive Income [Abstract]

Net income (loss)

$ 124

$ 38

Other comprehensive income (loss), net of tax:

Currency translation adjustment

28

(163)

Pension liability adjustment

1

4

Cash flow hedge adjustment

(3)

Total other comprehensive income (loss)

26

(159)

Comprehensive income (loss)

150

(121)

Comprehensive loss (income) attributable to noncontrolling interests

1

(14)

Comprehensive income (loss) attributable to Hilton stockholders

$ 151

$ (135)

Condensed Consolidated Statements of Comprehensive Income (Loss) (Parentheticals) (USD $)

In Millions, unless otherwise specified

3 Months Ended

Mar. 31, 2014

Mar. 31, 2013

Statement of Comprehensive Income [Abstract]

Foreign currency translation adjustment, tax

$ 36

$ (124)

Pension liability adjustment, tax

0

(2)

Cash flow adjustment, tax

$ 2

Condensed Consolidated Statements of Cash Flows (USD $)

In Millions, unless otherwise specified

3 Months Ended

Mar. 31, 2014

Mar. 31, 2013

Operating Activities:

Net income

$ 124

$ 38

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

153

160

Equity in earnings from unconsolidated affiliates

(4)

(1)

Loss (gain) on foreign currency transactions

(14)

43

Other gain, net

(3)

(7)

Share-based compensation

19

2

Distributions from unconsolidated affiliates

2

7

Deferred income taxes

(52)

7

Change in restricted cash and cash equivalents

(11)

(26)

Working capital changes and other

(67)

(51)

Net cash provided by operating activities

147

172

Investing Activities:

Capital expenditures for property and equipment

(43)

(57)

Payments received on other financing receivables

1

0

Issuance of other financing receivables

(1)

(7)

Investments in affiliates

(2)

(1)

Distributions from unconsolidated affiliates

3

13

Contract acquisition costs

(16)

(1)

Software capitalization costs

(15)

(11)

Net cash used in investing activities

(73)

(64)

Financing Activities:

Borrowings

0

32

Repayment of debt

(219)

(134)

Debt issuance costs

(2)

0

Change in restricted cash and cash equivalents

(10)

26

Distributions to noncontrolling interests

(1)

Net cash used in financing activities

(232)

(77)

Effect of exchange rate changes on cash and cash equivalents

(1)

(9)

Net increase (decrease) in cash and cash equivalents

(159)

22

Cash and cash equivalents, beginning of period

594

755

Cash and cash equivalents, end of period

435

777

Supplemental Disclosures:

Interest

97

132

Income taxes, net of refunds

$ 22

$ 16

Condensed Consolidated Statements of Stockholders' Equity (USD $)

In Millions, except Share data, unless otherwise specified

Total

Common Stock [member]

Additional Paid-in Capital [member]

Accumulated Deficit [member]

Accumulated Other Comprehensive Income (Loss) [member]

Noncontrolling Interest [member]

Balance at Dec. 31, 2012

$ 2,155

$ 1

$ 8,452

$ (5,746)

$ (406)

$ (146)

Balance (shares) at Dec. 31, 2012

921,000,000

Net income (loss)

38

34

4

Other comprehensive income (loss), net of tax:

Currency translation adjustment

(163)

(173)

10

Pension liability adjustment

4

Total other comprehensive income (loss)

(159)

(169)

10

Distributions

(1)

Balance at Mar. 31, 2013

2,033

1

8,452

(5,712)

(575)

(133)

Balance (shares) at Mar. 31, 2013

921,000,000

Balance at Dec. 31, 2013

4,276

10

9,948

(5,331)

(264)

(87)

Balance (shares) at Dec. 31, 2013

984,615,364

985,000,000

Net income (loss)

124

123

1

Other comprehensive income (loss), net of tax:

Currency translation adjustment

28

30

(2)

Pension liability adjustment

1

Cash flow hedge adjustment

(3)

Total other comprehensive income (loss)

26

28

(2)

Share-based compensation

22

Distributions

(1)

Balance at Mar. 31, 2014

$ 4,447

$ 10

$ 9,970

$ (5,208)

$ (236)

$ (89)

Balance (shares) at Mar. 31, 2014

984,615,364

985,000,000

Organization and Basis of Presentation

Organization

Hilton Worldwide Holdings Inc. ("Hilton" together with its subsidiaries, "we," "us," "our" or the "Company"), a Delaware corporation, is one of the largest hospitality companies in the world based upon the number of hotel rooms and timeshare units under our 10 distinct brands. We are engaged in owning, leasing, managing, developing and franchising hotels, resorts and timeshare properties. As of March 31, 2014, we owned, leased, managed or franchised 4,112 hotel and resort properties, totaling 680,117 rooms in 92 countries and territories, as well as 43 timeshare properties comprising 6,673 units.

In December 2013, we completed a 9,205,128-for-1 stock split on issued and outstanding shares, which is reflected in all share and per share data presented in our condensed consolidated financial statements and accompanying notes. Affiliates of The Blackstone Group L.P. ("Blackstone" or "our Sponsor") beneficially owned approximately 76.4 percent of our common stock outstanding as of March 31, 2014.

Basis of Presentation and Use of Estimates

The accompanying condensed consolidated financial statements for the three months ended March 31, 2014 and 2013 have been prepared in accordance with United States of America ("U.S.") generally accepted accounting principles ("GAAP") and are unaudited. We have condensed or omitted certain information and footnote disclosures normally included in financial statements presented in accordance with U.S. GAAP. Although we believe the disclosures made are adequate to prevent the information presented from being misleading, these financial statements should be read in conjunction with the consolidated financial statements and notes thereto in our Annual Report on Form 10-K for the fiscal year ended December 31, 2013.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported and, accordingly, ultimate results could differ from those estimates. Interim results are not necessarily indicative of full year performance.

In our opinion, the accompanying condensed consolidated financial statements reflect all adjustments, including normal recurring items, considered necessary for a fair presentation of the interim periods. All material intercompany transactions have been eliminated in consolidation.

Recently Issued Accounting Pronouncements

Note 2: Recently Issued Accounting Pronouncements

Adopted Accounting Standards

In July 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2013-11 ("ASU 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 ASU provides guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss or a tax credit carryforward exists in the applicable jurisdiction to settle any additional income taxes that would result from disallowance of the tax position. The provisions of ASU 2013-11 were effective, prospectively, for reporting periods beginning after December 15, 2013. As a result of our adoption of this ASU on January 1, 2014, $108 million of unrecognized tax benefits were reclassified against deferred income tax assets.

In March 2013, the FASB issued ASU No. 2013-05 ("ASU 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 ASU clarifies when a cumulative translation adjustment should be released to net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business (other than a sale of in substance real estate) within a foreign entity. The provisions of ASU 2013-05 were effective, prospectively, for reporting periods beginning after December 15, 2013. The adoption did not have a material effect on our condensed consolidated financial statements.

Accounting Standards Not Yet Adopted

In April 2014, the FASB issued ASU No. 2014-08 ("ASU 2014-08"), Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. This ASU amends guidance on reporting discontinued operations only if the disposal of a component of an entity or group of components of an entity represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. The provisions of ASU 2014-08 should be applied prospectively for all disposals of components of an entity and for all businesses that, on acquisition, are classified as held for sale that occurred within annual periods beginning on or after December 15, 2014, and interim periods within. We are currently evaluating the effect that this ASU will have on our consolidated financial statements.

In January 2014, the FASB issued ASU No. 2014-04 ("ASU 2014-04"), Receivables - Troubled Debt Restructurings by Creditors (Subtopic 310-40) - Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure. This ASU clarifies when an in substance repossession or foreclosure occurs and when a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan, as well as additional required disclosures. The provisions of ASU 2014-04 are effective for interim and annual periods beginning after December 15, 2014. We are currently evaluating the effect that this ASU will have on our consolidated financial statements.

Property and Equipment

Property and equipment were as follows:



	March 31,			December 31,
	2014			2013
	(in millions)
Land	$	4,098		$	4,098
Buildings and leasehold improvements	5,530			5,511
Furniture and equipment	1,176			1,172
Construction-in-progress	92			67
	10,896			10,848
Accumulated depreciation and amortization	(1,865		)	(1,790		)
	$	9,031		$	9,058

Depreciation and amortization expense on property and equipment, including amortization of assets recorded under capital leases, was $77 million and $89 million during the three months ended March 31, 2014 and 2013, respectively.

As of March 31, 2014 and December 31, 2013, property and equipment included approximately $129 million and $130 million, respectively, of capital lease assets primarily consisting of buildings and leasehold improvements, net of $62 million and $59 million, respectively, of accumulated depreciation and amortization.

Financing Receivables

Financing receivables were as follows:



	March 31, 2014
	Securitized Timeshare			Unsecuritized Timeshare			Other			Total
	(in millions)
Financing receivables	$	194		$	659		$	43		$	896
Less: allowance	(10		)	(67		)	(1		)	(78		)
	184			592			42			818

Current portion of financing receivables	28			104			—			132
Less: allowance	(2		)	(11		)	—			(13		)
	26			93			—			119

Total financing receivables	$	210		$	685		$	42		$	937



	December 31, 2013
	Securitized Timeshare			Unsecuritized Timeshare			Other			Total
	(in millions)
Financing receivables	$	205		$	654		$	49		$	908
Less: allowance	(11		)	(67		)	(1		)	(79		)
	194			587			48			829

Current portion of financing receivables	29			106			—			135
Less: allowance	(2		)	(12		)	—			(14		)
	27			94			—			121

Total financing receivables	$	221		$	681		$	48		$	950

Timeshare Financing Receivables

As of March 31, 2014, we had 52,723 timeshare financing receivables with interest rates ranging from zero percent to 20.50 percent, a weighted average interest rate of 12.19 percent, a weighted average remaining term of 7.5 years and maturities through 2025. As of March 31, 2014 and December 31, 2013, we had ceased accruing interest on timeshare financing receivables with aggregate principal balances of $31 million and $32 million, respectively.

In August 2013, we completed a securitization of approximately $255 million of gross timeshare financing receivables and issued $250 million in aggregate principal amount of 2.28 percent notes that mature in January 2026 ("Securitized Timeshare Debt").

In May 2013, we entered into a revolving non-recourse timeshare financing receivables credit facility ("Timeshare Facility") that is secured by certain of our timeshare financing receivables. As of March 31, 2014 and December 31, 2013, we had $491 million and $492 million, respectively, of gross timeshare financing receivables secured under our Timeshare Facility.

The changes in our allowance for uncollectible timeshare financing receivables were as follows:



	Three Months Ended March 31,
	2014			2013
	(in millions)
Beginning balance	$	92		$	93
Write-offs	(8		)	(6		)
Provision for uncollectibles on sales	6			7
Ending balance	$	90		$	94

Our timeshare financing receivables as of March 31, 2014 mature as follows:



	Securitized Timeshare			Unsecuritized Timeshare
Year	(in millions)
2014 (remaining)	$	21		$	82
2015	28			88
2016	29			91
2017	30			94
2018	30			91
Thereafter	84			317
	222			763
Less: allowance	(12		)	(78		)
	$	210		$	685

The following table details an aged analysis of our gross timeshare financing receivables balance:



	March 31,		December 31,
	2014		2013
	(in millions)
Current	$	940	$	948
30 - 89 days past due	14		14
90 - 119 days past due	3		4
120 days and greater past due	28		28
	$	985	$	994

Investments in Affiliates

Investments in affiliates were as follows:



	March 31,		December 31,
	2014		2013
	(in millions)
Equity investments	$	248	$	245
Other investments	16		15
	$	264	$	260

We maintain investments in affiliates accounted for under the equity method, which are primarily investments in entities that owned or leased 29 and 30 hotels as of March 31, 2014 and December 31, 2013, respectively. In March 2014, we sold our investment in one hotel and recorded a gain of $3 million during the three months ended March 31, 2014, which was included in other gain, net in our condensed consolidated statement of operations.

The equity investments had total debt of approximately $1.0 billion and $1.1 billion as of March 31, 2014 and December 31, 2013, respectively. Substantially all of the debt is secured solely by the affiliates' assets or is guaranteed by other partners without recourse to us. We were the creditor on $17 million of debt from unconsolidated affiliates as of March 31, 2014 and December 31, 2013, which was included in financing receivables, net in our condensed consolidated balance sheets.

Consolidated Variable Interest Entities

As of March 31, 2014 and December 31, 2013, we consolidated four variable interest entities ("VIEs"). During the three months ended March 31, 2014 and 2013, we did not provide any financial or other support to any VIEs that we were not previously contractually required to provide, nor do we intend to provide such support in the future.

Two of these VIEs lease hotels from unconsolidated affiliates in Japan. We hold a significant ownership interest in these VIEs and have the power to direct the activities that most significantly affect their economic performance. Our condensed consolidated balance sheets included the assets and liabilities of these entities, which primarily comprised $40 million and $42 million of cash and cash equivalents, $27 million and $26 million of property and equipment, net, and $288 million and $284 million of non-recourse debt as of March 31, 2014 and December 31, 2013, respectively. The assets of these entities are only available to settle the obligations of these entities. Interest expense related to the non-recourse debt of these two consolidated VIEs was $5 million and $8 million during the three months ended March 31, 2014 and 2013, respectively, and was included in interest expense in our condensed consolidated statements of operations.

In February 2013, one of our consolidated VIEs in Japan signed a Memorandum of Understanding to restructure the terms of its capital lease. The effect of the capital lease restructuring was recognized during the three months ended March 31, 2013, resulting in a reduction in property and equipment, net of $44 million and a reduction in non-recourse debt of $48 million. This transaction was considered a non-cash investing and financing activity and was excluded from our condensed consolidated statement of cash flows.

In August 2013, we formed a VIE to issue our Securitized Timeshare Debt. We are the primary beneficiary of this VIE as we have the power to direct the activities that most significantly affect the VIE’s economic performance, the obligation to absorb losses and the right to receive benefits that are significant to the VIE. As of March 31, 2014 and December 31, 2013, our condensed consolidated balance sheets included the assets and liabilities of this entity, which primarily comprised $8 million of restricted cash and cash equivalents, $210 million and $221 million of securitized financing receivables, net and $209 million and $222 million of non-recourse debt, respectively. Our condensed consolidated statement of operations included interest income of $7 million, included in timeshare revenue, and interest expense of $1 million, included in interest expense, for the three months ended March 31, 2014, related to this VIE. See Note 4: "Financing Receivables" and Note 7: "Debt" for additional details.

We have an additional consolidated VIE that owns one hotel that was immaterial to our condensed consolidated financial statements.

Debt

Long-term Debt

Long-term debt balances, including obligations for capital leases, and associated interest rates were as follows:



	March 31,			December 31,
	2014			2013
	(in millions)
Senior secured term loan facility with a rate of 3.50%, due 2020	$	5,800		$	6,000
Senior notes with a rate of 5.625%, due 2021	1,500			1,500
Commercial mortgage-backed securities loan with an average rate of 4.05%, due 2018⁽¹⁾	3,500			3,500
Mortgage loan with a rate of 2.30%, due 2018	525			525
Mortgage notes with an average rate of 6.15%, due 2016	132			133
Other unsecured notes with a rate of 7.50%, due 2017	53			53
Capital lease obligations with an average rate of 5.88%, due 2015 to 2097	72			73
	11,582			11,784
Less: current maturities of long-term debt	(3		)	(4		)
Less: unamortized discount on senior secured term loan facility	(28		)	(29		)
	$	11,551		$	11,751

____________


⁽¹⁾	The initial maturity date of the variable-rate component of this borrowing is November 1, 2015. We assumed all extensions, which are solely at our option, were exercised.

During the three months ended March 31, 2014, we made voluntary prepayments of $200 million on our senior secured term loan facility (the "Term Loans").

As of March 31, 2014, we had $46 million of letters of credit outstanding under our $1.0 billion senior secured revolving credit facility (the "Revolving Credit Facility"), and a borrowing capacity of $954 million.

Under our commercial mortgage-backed securities loan secured by 23 of our U.S. owned real estate assets (the "CMBS Loan"), we are required to deposit with the lender certain cash reserves for restricted uses. As of March 31, 2014 and December 31, 2013, our condensed consolidated balance sheets included $32 million and $29 million, respectively, of restricted cash and cash equivalents related to the CMBS Loan.

Non-recourse Debt

Non-recourse debt, including obligations for capital leases, and associated interest rates were as follows:



	March 31,			December 31,
	2014			2013
	(in millions)
Capital lease obligations of consolidated VIEs with a rate of 6.34%, due 2018 to 2026	$	260		$	255
Non-recourse debt of consolidated VIEs with an average rate of 3.33%, due 2015 to 2018⁽¹⁾	40			41
Timeshare Facility with a rate of 1.45%, due 2016	450			450
Securitized Timeshare Debt with a rate of 2.28%, due 2026	209			222
	959			968
Less: current maturities of non-recourse debt	(41		)	(48		)
	$	918		$	920

____________


⁽¹⁾	Excludes the non-recourse debt of our VIE that issued the Securitized Timeshare Debt, as this is presented separately.

We are required to deposit payments received from customers on the pledged timeshare financing receivables and securitized timeshare financing receivables related to the Timeshare Facility and Securitized Timeshare Debt, respectively, into a depository account maintained by a third party. The balance in the depository account, totaling $22 million and $20 million as of March 31, 2014 and December 31, 2013, respectively, was included in restricted cash and cash equivalents in our condensed consolidated balance sheets.

Debt Maturities

The contractual maturities of our long-term debt and non-recourse debt as of March 31, 2014 were as follows:



Year	(in millions)
2014 (remaining)	$	34
2015	69
2016	622
2017	96
2018⁽¹⁾	4,068
Thereafter	7,652
	$	12,541

____________


⁽¹⁾	The CMBS Loan has three one-year extensions, solely at our option, that effectively extend maturity to November 1, 2018. We assumed all extensions for purposes of calculating maturity dates.

Derivative Instruments and Hedging Activities

During the three months ended March 31, 2014 and 2013, derivatives were used to hedge the interest rate risk associated with variable-rate debt. Certain of our loan agreements require us to hedge interest rate risk using derivative instruments.

Cash Flow Hedges

As of March 31, 2014, we held four interest rate swaps with an aggregate notional amount of $1.45 billion, which swap three-month LIBOR on the Term Loans to a fixed rate of 1.87 percent and expire in October 2018. We elected to designate these interest rate swaps as cash flow hedges for accounting purposes.

Non-designated Hedges

As of March 31, 2014, we held one interest rate cap in the notional amount of $875 million, for the variable-rate component of the CMBS Loan, that expires in November 2015 and caps one-month LIBOR at 6.0 percent. We did not elect to designate this interest rate cap as a hedging instrument.

As of March 31, 2014, we also held one interest rate cap in the notional amount of $525 million that expires in November 2015 and caps one-month LIBOR on a mortgage loan secured by one property at 4.0 percent. We did not elect to designate this interest rate cap as a hedging instrument.

As of March 31, 2013, we held ten interest rate caps with an aggregate notional amount of $15.2 billion, which matured in November 2013. We did not elect to designate any of these ten interest rate caps as effective hedging instruments.

Fair Value of Derivative Instruments

The effects of our derivative instruments on our condensed consolidated balance sheets were as follows:



	March 31, 2014			December 31, 2013
	Balance Sheet Classification	Fair Value		Balance Sheet Classification	Fair Value
		(in millions)			(in millions)
Cash Flow Hedges:
Interest rate swaps	Other assets	$	5	Other assets	$	10

Non-designated Hedges:
Interest rate caps	Other assets	—		Other assets	—

Earnings Effect of Derivative Instruments

The effects of our derivative instruments on our condensed consolidated statements of operations and condensed consolidated statements of comprehensive income (loss) before any effect for income taxes were as follows:



		Three Months Ended March 31,
	Classification of Loss Recognized	2014			2013
		(in millions)
Cash Flow Hedges:
Interest rate swaps⁽¹⁾	Other comprehensive loss	$	(5	)	$	—

Non-designated Hedges:
Interest rate caps	Other gain, net	—			—

____________


⁽¹⁾	There were no amounts recognized in earnings related to hedge ineffectiveness or amounts excluded from hedge effectiveness testing during the three months ended March 31, 2014.

Fair Value Measurements

The carrying amounts and estimated fair values of our financial assets and liabilities, including related current portions, were as follows:



	March 31, 2014
			Hierarchy Level
	Carrying Amount		Level 1		Level 2		Level 3
	(in millions)
Assets:
Cash equivalents	$	189	$	—	$	189	$	—
Restricted cash equivalents	100		—		100		—
Timeshare financing receivables	985		—		—		988
Interest rate swaps	5		—		5		—
Liabilities:
Long-term debt⁽¹⁾	11,482		58		1,605		10,121
Non-recourse debt⁽²⁾	659		—		—		659



	December 31, 2013
			Hierarchy Level
	Carrying Amount		Level 1		Level 2		Level 3
	(in millions)
Assets:
Cash equivalents	$	309	$	—	$	309	$	—
Restricted cash equivalents	107		—		107		—
Timeshare financing receivables	994		—		—		996
Interest rate swaps	10		—		10		—
Liabilities:
Long-term debt⁽¹⁾	11,682		57		1,560		10,358
Non-recourse debt⁽²⁾	672		—		—		670

____________


⁽¹⁾	Excludes capital lease obligations with a carrying value of $72 million and $73 million as of March 31, 2014 and December 31, 2013, respectively.


⁽²⁾	Represents the Securitized Timeshare Debt and the Timeshare Facility.

We believe the carrying amounts of our current financial assets and liabilities and other financing receivables approximated fair value as of March 31, 2014 and December 31, 2013. Our estimates of the fair values were determined using available market information and appropriate valuation methods. Considerable judgment is necessary to interpret market data and develop the estimated fair values. Proper classification of fair value measurements within the valuation hierarchy is considered each reporting period. The use of different market assumptions or estimation methods may have a material effect on the estimated fair value amounts.

Cash equivalents and restricted cash equivalents primarily consisted of short-term interest-bearing money market funds with maturities of less than 90 days, time deposits and commercial paper. The estimated fair values were based on available market pricing information of similar financial instruments.

The estimated fair values of our timeshare financing receivables were based on the expected future cash flows discounted at risk-adjusted rates. The primary sensitivity in these calculations is based on the selection of appropriate discount rates. Fluctuations in these assumptions will result in different estimates of fair value. An increase in the discount rates would result in a decrease in the fair values.

We measure our interest rate swaps at fair value which were estimated using an income approach. The primary inputs into our fair value estimate include interest rates and yield curves based on observable market inputs of similar instruments.

The estimated fair values of our Level 1 long-term debt were based on prices in active debt markets. The estimated fair values of our Level 2 long-term debt were based on bid prices in a non-active debt market. The estimated fair values of our Level 3 fixed-rate long-term debt were estimated based on the expected future cash flows discounted at risk-adjusted rates. The primary sensitivity in these estimates is based on the selection of appropriate discount rates. Fluctuations in these assumptions will result in different estimates of fair value. An increase in the discount rates would result in a decrease in the fair values. The carrying amounts of our Level 3 variable-rate long-term debt and non-recourse debt approximated fair value as the interest rates under the loan agreements approximated current market rates. The estimated fair values of our Level 3 fixed-rate non-recourse debt were primarily based on indicative quotes received for similar issuances.

No financial or nonfinancial assets were measured at fair value on a nonrecurring basis during the three months ended March 31, 2014 or 2013.

Income Taxes

At the end of each interim period, we estimate the effective tax rate expected to be applied for the full fiscal year. The effective income tax rate is determined by the level and composition of pre-tax income or loss, which is subject to federal, foreign, state and local income taxes and reflects income tax expense or benefit resulting from our significant operations outside of the U.S.

Our total unrecognized tax benefits as of March 31, 2014 and December 31, 2013 were $442 million and $435 million, respectively. As a result of the expected resolution of examination issues with federal, state and foreign tax authorities, we believe it is reasonably possible that during the next 12 months the amount of unrecognized tax benefits will decrease up to $4 million. Included in the balance of unrecognized tax benefits as of March 31, 2014 and December 31, 2013 were $346 million and $340 million, respectively, associated with positions that, if favorably resolved, would provide a benefit to our effective tax rate. The increase in unrecognized tax benefits for the quarter is primarily the result of tax law changes enacted in New York.

We recognize interest and penalties accrued related to unrecognized tax benefits in income tax expense. We have accrued balances of approximately $47 million and $45 million for the payment of interest and penalties as of March 31, 2014 and December 31, 2013, respectively.

Effective January 1, 2014 we adopted new regulations issued by the Internal Revenue Service ("IRS") regarding the deduction and capitalization of amounts paid to acquire, produce, or improve tangible property as well as dispositions of such property. Certain portions of the regulations required an accounting method change on a retroactive basis, requiring an adjustment related to deferred taxes. As a result of this accounting method change we reclassified $33 million out of deferred tax assets into current taxes receivable.

We file income tax returns, including returns for our subsidiaries, with federal, state and foreign jurisdictions. We are under regular and recurring audit by the IRS on open tax positions. The timing of the resolution of tax audits is highly uncertain, as are the amounts, if any, that may ultimately be paid upon such resolution. Changes may result from the conclusion of ongoing audits, appeals or litigation in state, local, federal and foreign tax jurisdictions or from the resolution of various proceedings between the U.S. and foreign tax authorities. We are no longer subject to U.S. federal income tax examination for years through 2004. As of March 31, 2014, we remain subject to federal examinations from 2005-2012, state examinations from 1999-2012 and foreign examinations of our income tax returns for the years 1996 through 2012. State income tax returns are generally subject to examination for a period of three to five years after filing of the respective return; however, the state impact of any federal tax return changes remains subject to examination by various states for a period generally of up to one year after formal notification to the states. The statute of limitations for the foreign jurisdictions generally ranges from three to ten years after filing the respective tax return.

Employee Benefit Plans

We sponsor multiple domestic and international employee benefit plans. Benefits are based upon years of service and compensation.

We have a noncontributory retirement plan in the U.S. (the "Domestic Plan"), which covers certain employees not earning union benefits. This plan was frozen for participant benefit accruals in 1996. We also have multiple employee benefit plans that cover many of our international employees. These include a plan that covers workers in the United Kingdom (the "U.K. Plan"), which was frozen to further accruals in November 2013, and a number of smaller plans that cover workers in various other countries around the world (the "International Plans").

The components of net periodic pension cost (credit) for the Domestic Plan, U.K. Plan and International Plans were as follows:



	Three Months Ended March 31,
	2014									2013
	Domestic Plan			U.K. Plan			International Plans			Domestic Plan			U.K. Plan			International Plans
	(in millions)
Service cost	$	2		$	—		$	1		$	1		$	1		$	1
Interest cost	4			5			1			4			4			1
Expected return on plan assets	(4		)	(6		)	(1		)	(4		)	(5		)	(1		)
Amortization of prior service cost (credit)	1			—			—			1			(1		)	—
Amortization of net loss	—			—			—			1			1			—
Settlement losses	—			—			—			—			—			1
Net periodic pension cost (credit)	$	3		$	(1	)	$	1		$	3		$	—		$	2

We have an outstanding bond of $76 million under a class action lawsuit against Hilton and the Domestic Plan to support potential future plan contributions from us. We funded an account, which is classified as restricted cash and cash equivalents in our condensed consolidated balance sheets, to support this requirement. If the U.S. District Court for the District of Columbia approves of our compliance with the findings from the class action lawsuit, then the bond may be released in 2014.

In May 2011, we, along with the trustees for the U.K. Plan, reached an agreement on the funded status and security for the U.K. Plan. This agreement resulted in a guarantee denominated in British Pound Sterling of 15 million (equivalent to $25 million as of March 31, 2014) from us to the U.K. Plan.

Share-Based Compensation

2013 Omnibus Incentive Plan

In February 2014, we issued time-vesting restricted stock units ("RSUs"), nonqualified stock options ("options") and performance-vesting restricted stock units ("performance shares") under the 2013 Omnibus Incentive Plan.

We recorded share-based compensation expense for awards granted under the 2013 Omnibus Incentive Plan of $11 million during the three months ended March 31, 2014, which includes amounts reimbursed by hotel owners. As of March 31, 2014, unrecognized compensation costs for unvested awards was approximately $174 million, which is expected to be recognized over a weighted-average period of 2.4 years on a straight-line basis.

As of March 31, 2014, there were 72,314,544 shares of common stock available for future issuance under the 2013 Omnibus Incentive Plan.

Restricted Stock Units

During the three months ended March 31, 2014, we issued 7,066,153 RSUs with a grant-date fair value of $21.53. The RSUs vest in annual installments over two or three years from the date of grant, subject to the individual’s continued employment through the applicable vesting date. Vested RSUs generally will be settled for our common stock, with the exception of certain awards that will be settled in cash.

Stock Options

During the three months ended March 31, 2014, we issued 1,003,591 options with an exercise price of $21.53. As of March 31, 2014, no options were exercisable. The options vest over three years in equal installments from the date of grant, subject to the individual’s continued employment through the applicable vesting date, and will terminate 10 years from the date of grant or earlier if the individual’s service terminates. The exercise price is equal to the closing price of the Company’s common stock on the date of grant.

The grant date fair value of each of these option grants was $7.58, which was determined using the Black-Scholes-Merton option-pricing model with the following assumptions:



Expected volatility⁽¹⁾	33.00	%
Dividend yield⁽²⁾	—	%
Risk-free rate⁽³⁾	1.85	%
Expected term (in years)⁽⁴⁾	6.0

____________

⁽¹⁾

Due to limited trading history for our common stock, we did not have sufficient information available on which to base a reasonable and supportable estimate of the expected volatility of our share price. As a result, we used an average historical volatility of our peer group over a time period consistent with our expected term assumption. Our peer group was determined based upon companies in our industry with similar business models and is consistent with those used to benchmark our executive compensation.


⁽²⁾	We have no foreseeable plans to pay dividends during the expected term of these options.


⁽³⁾	Based on the yields of U.S. Department of Treasury instruments with similar expected lives.


⁽⁴⁾	Estimated using the average of the vesting periods and the contractual term of the options.

Performance Shares

During the three months ended March 31, 2014, we issued 1,078,908 performance shares. The performance shares are settled at the end of the three-year performance period with 50 percent of the shares subject to achievement based on a measure of (1) the Company’s total shareholder return relative to the total shareholder returns of members of a peer company group ("relative shareholder return") and the other 50 percent of the shares subject to achievement based on (2) the Company’s earnings before interest expense, taxes and depreciation and amortization ("EBITDA") compound annual growth rate ("EBITDA CAGR"). The total number of performance shares that vest based on each performance measure (relative shareholder return and EBITDA CAGR) is based on an achievement factor which, in each case, ranges from a zero to 200 percent payout.

The grant date fair value of each of the performance shares based on relative shareholder return was $23.56, which was determined using a Monte Carlo simulation valuation model with the following assumptions:



Expected volatility⁽¹⁾	30.00	%
Dividend yield⁽²⁾	—	%
Risk-free rate⁽³⁾	0.70	%
Expected term (in years)⁽⁴⁾	2.8

____________

⁽¹⁾

Due to limited trading history for our common stock, we did not have sufficient information available on which to base a reasonable and supportable estimate of the expected volatility of our share price. As a result, we used an average historical volatility of our peer group over a time period consistent with our expected term assumption. Our peer group was determined based upon companies in our industry with similar business models and is consistent with those used to benchmark our executive compensation.


⁽²⁾	We have no foreseeable plans to pay dividends during the expected term of these performance shares.


⁽³⁾	Based on the yields of U.S. Department of Treasury instruments with similar expected lives.


⁽⁴⁾	Midpoint of the 30-calendar day period preceding the end of the performance period.

The grant-date fair value of each of the performance shares based on our EBITDA CAGR was $21.53. For these shares, we determined that the performance condition is probable of achievement and during the three months ended March 31, 2014, recognized compensation expense at the target amount of 100 percent.

As of March 31, 2014, 1,078,908 performance shares were outstanding with a remaining life of 2.8 years.

Promote Plan

Prior to December 2013, certain members of our senior management team participated in an executive compensation

plan ("the Promote plan"). Equity awards under the Promote plan were exchanged for restricted shares of common stock in connection with our initial public offering and vest as follows: (1) 40 percent vested immediately; (2) 40 percent of each award will vest on December 11, 2014, contingent upon employment through that date; and (3) 20 percent of each award will vest on the date that our Sponsor and its affiliates cease to own 50 percent or more of the shares of the Company, contingent on employment through that date.

During the three months ended March 31, 2014, the vesting conditions of these restricted shares of common stock for certain participants were modified such that the remaining 60 percent of each participant's award will vest in June 2014. As a result of this modification, we recorded incremental compensation expense of $7 million. During the three months ended March 31, 2014, total compensation expense under the Promote plan was $13 million and unrecognized compensation expense as of March 31, 2014 was $84 million, $16 million of which is expected to be recognized through December 2014 and $68 million of which is subject to the achievement of a performance condition. No expense was recognized for the portion of the awards that are subject to the achievement of a performance condition in the form of a liquidity event, since such an event was not probable as of March 31, 2014.

We recorded compensation expense related to the Promote plan of $2 million during the three months ended March 31, 2013.

Cash-based Long-term Incentive Plan

In February 2014, we terminated a cash-based, long-term incentive plan and reversed the associated accruals resulting in a reduction of compensation expense of approximately $25 million for the three months ended March 31, 2014.

Earnings Per Share

The following table presents the calculation of basic and diluted earnings per share ("EPS"):



	Three Months Ended March 31,
	2014		2013
	(in millions, except per share amounts)
Basic EPS:
Numerator:
Net income attributable to Hilton stockholders	$	123	$	34
Denominator:
Weighted average shares outstanding	985		921
Basic EPS	$	0.12	$	0.03

Diluted EPS:
Numerator:
Net income attributable to Hilton stockholders	$	123	$	34
Denominator:
Weighted average shares outstanding	985		921
Diluted EPS	$	0.12	$	0.03

Less than 1 million options were excluded from the computation of diluted EPS for the three months ended March 31, 2014 because their effect would have been anti-dilutive under the treasury stock method.

Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive loss, net of taxes, were as follows:



	Currency Translation Adjustment			Pension Liability Adjustment			Cash Flow Hedge Adjustment			Total
	(in millions)
Balance as of December 31, 2013	$	(136	)	$	(134	)	$	6		$	(264	)

Other comprehensive income (loss) before reclassifications	30			—			(3		)	27
Amounts reclassified from accumulated other comprehensive loss	—			1			—			1
Net current period other comprehensive income (loss)	30			1			(3		)	28

Balance as of March 31, 2014	$	(106	)	$	(133	)	$	3		$	(236	)



	Currency Translation Adjustment			Pension Liability Adjustment			Total
	(in millions)
Balance as of December 31, 2012	$	(212	)	$	(194	)	$	(406	)

Other comprehensive income (loss) before reclassifications	(173		)	3			(170		)
Amounts reclassified from accumulated other comprehensive loss	—			1			1
Net current period other comprehensive income (loss)	(173		)	4			(169		)

Balance as of March 31, 2013	$	(385	)	$	(190	)	$	(575	)

The following table presents additional information about reclassifications out of accumulated other comprehensive loss:



	Three Months Ended March 31,
	2014			2013
	(in millions)
Pension liability adjustment:
Amortization of prior service cost⁽¹⁾	$	(1	)	$	—
Amortization of net loss⁽¹⁾	—			(2		)
Tax benefit⁽²⁾	—			1
Total pension liability adjustment reclassifications for the period, net of taxes	(1		)	(1		)
Total reclassifications for the period, net of tax	$	(1	)	$	(1	)

____________


⁽¹⁾	Reclassified out of accumulated other comprehensive loss to general, administrative and other in the condensed consolidated statements of operations. These amounts were included in the computation of net periodic pension cost. See Note 11: "Employee Benefit Plans" for additional information. Amounts in parentheses indicate a loss in our condensed consolidated statements of operations.


⁽²⁾	Reclassified out of accumulated other comprehensive loss to income tax expense in our condensed consolidated statements of operations.

Business Segments

We are a diversified hospitality company with operations organized in three distinct operating segments: ownership, management and franchise and timeshare. Each segment is managed separately because of its distinct economic characteristics.

The ownership segment includes all hotels that we wholly own or lease, as well as consolidated non-wholly owned entities and consolidated VIEs. As of March 31, 2014, this segment included 118 wholly owned and leased hotels and resorts, three non-wholly owned hotel properties and three hotels of consolidated VIEs. While we do not include equity in earnings (losses) from unconsolidated affiliates in our measures of segment revenues, we manage these investments in our ownership segment. Our unconsolidated affiliates are primarily investments in entities that owned or leased 29 hotels and a management company as of March 31, 2014.

The management and franchise segment includes all of the hotels we manage for third-party owners, as well as all franchised hotels operated or managed by someone other than us under one of our proprietary brand names of our brand portfolio. As of March 31, 2014, this segment included 508 managed hotels and 3,450 franchised hotels. This segment also earns fees for managing properties in our ownership and timeshare segments.

The timeshare segment includes the development of vacation ownership clubs and resorts, marketing and selling of timeshare intervals, providing timeshare customer financing and resort operations. This segment also provides assistance to third-party developers in selling their timeshare inventory. As of March 31, 2014, this segment included 43 timeshare properties.

Corporate and other represents revenues and related operating expenses generated by the incidental support of hotel operations for owned, leased, managed and franchised hotels and other rental income, as well as corporate assets and related expenditures.

The performance of our operating segments is evaluated primarily based on Adjusted EBITDA, which should not be considered an alternative to net income (loss) or other measures of financial performance or liquidity derived in accordance with U.S. GAAP. EBITDA, presented herein, is a non-GAAP financial measure that reflects net income attributable to Hilton stockholders, excluding interest expense, a provision for income taxes and depreciation and amortization. We define Adjusted EBITDA as EBITDA, further adjusted to exclude certain items, including, but not limited to, gains, losses and expenses in connection with: (i) asset dispositions for both consolidated and unconsolidated investments; (ii) foreign currency transactions; (iii) debt restructurings/retirements; (iv) non-cash impairment losses; (v) furniture, fixtures and equipment ("FF&E") replacement reserves required under certain lease agreements; (vi) reorganization costs; (vii) share-based and certain other compensation expenses prior to and in connection with our initial public offering; (viii) severance, relocation and other expenses; and (ix) other items.

The following table presents revenues and Adjusted EBITDA for our reportable segments, reconciled to consolidated amounts:



	Three Months Ended
	March 31,
	2014			2013
	(in millions)
Revenues
Ownership⁽¹⁾⁽⁴⁾	$	952		$	920
Management and franchise⁽²⁾	331			282
Timeshare	279			246
Segment revenues	1,562			1,448
Other revenues from managed and franchised properties	827			841
Other revenues⁽³⁾	21			15
Intersegment fees elimination^(1)(2)(3)(4)	(47		)	(41		)
Total revenues	$	2,363		$	2,263

Adjusted EBITDA
Ownership^{(1)(2)(3)(4)(5)}	$	179		$	174
Management and franchise⁽²⁾	331			282
Timeshare⁽¹⁾⁽²⁾	85			59
Corporate and other⁽³⁾⁽⁴⁾	(51		)	(68		)
Adjusted EBITDA	$	544		$	447

____________

⁽¹⁾

Includes charges to timeshare operations for rental fees and fees for other amenities, which were eliminated in our condensed consolidated financial statements. These charges totaled $6 million and $5 million for the three months ended March 31, 2014 and 2013, respectively. While the net effect is zero, our measures of segment revenues and Adjusted EBITDA include these fees as a benefit to the ownership segment and a cost to timeshare Adjusted EBITDA.

⁽²⁾

Includes management, royalty and intellectual property fees of $27 million and $21 million for the three months ended March 31, 2014 and 2013, respectively. These fees are charged to consolidated owned and leased properties and were eliminated in our condensed consolidated financial statements. Also includes a licensing fee of $11 million and $12 million for the three months ended March 31, 2014 and 2013, respectively, which is charged to our timeshare segment by our management and franchise segment and is eliminated in our condensed consolidated financial statements. While the net effect is zero, our measures of segment revenues and Adjusted EBITDA include these fees as a benefit to the management and franchise segment and a cost to ownership Adjusted EBITDA and timeshare Adjusted EBITDA.


⁽³⁾	Includes charges to consolidated owned and leased properties for services provided by our wholly owned laundry business of $2 million for each of the three months ended March 31, 2014 and 2013. These charges were eliminated in our condensed consolidated financial statements.


⁽⁴⁾	Includes other intercompany charges of $1 million for the three months ended March 31, 2014 and 2013.


⁽⁵⁾	Includes unconsolidated affiliate Adjusted EBITDA.

The following table provides a reconciliation of Adjusted EBITDA to EBITDA and EBITDA to net income attributable to Hilton stockholders:



	Three Months Ended
	March 31,
	2014			2013
	(in millions)
Adjusted EBITDA	$	544		$	447
Net income attributable to noncontrolling interests	(1		)	(4		)
Gain (loss) on foreign currency transactions	14			(43		)
FF&E replacement reserve	(11		)	(7		)
Share-based compensation expense	(13		)	(2		)
Other gain, net	3			7
Other adjustment items	(13		)	(11		)
EBITDA	523			387
Interest expense	(153		)	(143		)
Interest expense included in equity in earnings from unconsolidated affiliates	(3		)	(4		)
Income tax expense	(83		)	(38		)
Depreciation and amortization	(153		)	(160		)
Depreciation and amortization included in equity in earnings from unconsolidated affiliates	(8		)	(8		)
Net income attributable to Hilton stockholders	$	123		$	34

The following table presents assets for our reportable segments, reconciled to consolidated amounts:



	March 31,		December 31,
	2014		2013
	(in millions)
Assets:
Ownership	$	11,685	$	11,936
Management and franchise	10,848		11,016
Timeshare	1,882		1,871
Corporate and other	1,978		1,739
	$	26,393	$	26,562

The following table presents capital expenditures for property and equipment for our reportable segments, reconciled to consolidated amounts:



	Three Months Ended
	March 31,
	2014		2013
	(in millions)
Capital expenditures for property and equipment:
Ownership	$	42	$	53
Timeshare	—		1
Corporate and other	1		3
	$	43	$	57

Commitments and Contingencies

Commitments and Contingencies Disclosure

Commitments and Contingencies

As of March 31, 2014, we had outstanding guarantees of $27 million, with remaining terms ranging from seven months to nine years, for debt and other obligations of third parties. We have two letters of credit for a total of $27 million that have been pledged as collateral for two of these guarantees. Although we believe it is unlikely that material payments will be required under these guarantees or letters of credit, there can be no assurance that this will be the case.

We have also provided performance guarantees to certain owners of hotels that we operate under management contracts. Most of these guarantees allow us to terminate the contract, rather than fund shortfalls, if specified performance levels are not achieved. However, in limited cases, we are obligated to fund performance shortfalls. As of March 31, 2014, we had six contracts containing performance guarantees, with expirations ranging from 2018 to 2030, and possible cash outlays totaling approximately $150 million. Our obligations under these guarantees in future periods are dependent on the operating performance levels of these hotels over the remaining terms of the performance guarantees. We do not have any letters of credit pledged as collateral against these guarantees. As of March 31, 2014 and December 31, 2013, we recorded current liabilities of approximately $9 million as of each date and non-current liabilities of approximately $49 million and $51 million, respectively, in our condensed consolidated balance sheets for obligations under our outstanding performance guarantees that are related to certain VIEs for which we are not the primary beneficiary.

As of March 31, 2014, we had outstanding commitments under third-party contracts of approximately $133 million for capital expenditures at certain owned and leased properties, including our consolidated VIEs. Our contracts contain clauses that allow us to cancel all or some portion of the work. If cancellation of a contract occurred, our commitment would be any costs incurred up to the cancellation date, in addition to any costs associated with the discharge of the contract.

We have entered into an agreement with a developer in Las Vegas, Nevada, whereby we have agreed to purchase residential units from the developer that we will convert to timeshare units to be marketed and sold under our Hilton Grand Vacations brand. Subject to certain conditions, we are required to purchase approximately $92 million of inventory ratably over a maximum period of four years, which is equivalent to purchases of approximately $6 million per quarter. We began purchasing inventory during the quarter ended March 31, 2013, and as of March 31, 2014, we had purchased $46 million of inventory under this agreement. As of March 31, 2014, our contractual obligations pursuant to this agreement for the remainder of 2014 and the years ended December 31, 2015 and 2016, respectively, were $18 million, $24 million and $4 million.

During 2010, an affiliate of our Sponsor settled a $75 million liability on our behalf in conjunction with a lawsuit settlement by entering into service contracts with the plaintiff. We recorded the portion settled by this affiliate as a capital contribution. Additionally, as part of the settlement, we entered into a guarantee with the plaintiff to pay any shortfall that this affiliate does not fund related to those service contracts up to the value of the settlement amount made by the affiliate. The remaining potential exposure under this guarantee as of March 31, 2014 was approximately $45 million. We have not accrued a liability for this guarantee as we believe the likelihood of any material funding to be remote.

We are involved in other litigation arising from the normal course of business, some of which includes claims for substantial sums. Accruals are recorded when the outcome is probable and can be reasonably estimated in accordance with applicable accounting requirements regarding accounting for contingencies. While the ultimate results of claims and litigation cannot be predicted with certainty, we expect that the ultimate resolution of all pending or threatened claims and litigation as of March 31, 2014 will not have a material effect on our condensed consolidated results of operations, financial position or cash flows.

Subsequent Events

Subsequent Events [Text Block]

Subsequent Events

HGV Grand Islander

In April 2014, we completed the sale of certain land and easement rights at the Hilton Hawaiian Village to Blackstone in connection with a timeshare project. In addition, Blackstone acquired the rights to the name, plans, designs, contracts and other documents related to the timeshare project. The total consideration received for this transaction was approximately $37 million. We also executed development management, sales and marketing and other agreements with Blackstone, for which we will receive fees in connection with services provided over the term of the respective agreements.

Debt Repayment

In May 2014, we made a voluntary prepayment of $100 million on our Term Loans.

Recently Issued Accounting Pronouncements (Policies)

ASU 2013-11, Income Taxes (Topic 740)

In July 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2013-11 ("ASU 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 ASU provides guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss or a tax credit carryforward exists in the applicable jurisdiction to settle any additional income taxes that would result from disallowance of the tax position. The provisions of ASU 2013-11 were effective, prospectively, for reporting periods beginning after December 15, 2013. As a result of our adoption of this ASU on January 1, 2014, $108 million of unrecognized tax benefits were reclassified against deferred income tax assets.

ASU 2013-05, Foreign Currency Matters (Topic 830)

In March 2013, the FASB issued ASU No. 2013-05 ("ASU 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 ASU clarifies when a cumulative translation adjustment should be released to net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business (other than a sale of in substance real estate) within a foreign entity. The provisions of ASU 2013-05 were effective, prospectively, for reporting periods beginning after December 15, 2013. The adoption did not have a material effect on our condensed consolidated financial statements.

ASU 2014-08, Discontinued Operations (Topic 205)

In April 2014, the FASB issued ASU No. 2014-08 ("ASU 2014-08"), Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. This ASU amends guidance on reporting discontinued operations only if the disposal of a component of an entity or group of components of an entity represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. The provisions of ASU 2014-08 should be applied prospectively for all disposals of components of an entity and for all businesses that, on acquisition, are classified as held for sale that occurred within annual periods beginning on or after December 15, 2014, and interim periods within. We are currently evaluating the effect that this ASU will have on our consolidated financial statements.

ASU 2014-04, Troubled Debt Restructurings (Subtopic 310-40)

In January 2014, the FASB issued ASU No. 2014-04 ("ASU 2014-04"), Receivables - Troubled Debt Restructurings by Creditors (Subtopic 310-40) - Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure. This ASU clarifies when an in substance repossession or foreclosure occurs and when a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan, as well as additional required disclosures. The provisions of ASU 2014-04 are effective for interim and annual periods beginning after December 15, 2014. We are currently evaluating the effect that this ASU will have on our consolidated financial statements.

Property and Equipment (Tables)

Schedule of Property and Equipment

Property and equipment were as follows:



	March 31,			December 31,
	2014			2013
	(in millions)
Land	$	4,098		$	4,098
Buildings and leasehold improvements	5,530			5,511
Furniture and equipment	1,176			1,172
Construction-in-progress	92			67
	10,896			10,848
Accumulated depreciation and amortization	(1,865		)	(1,790		)
	$	9,031		$	9,058

Financing Receivables (Tables)

Schedule of Financing Receivables

Financing receivables were as follows:



	March 31, 2014
	Securitized Timeshare			Unsecuritized Timeshare			Other			Total
	(in millions)
Financing receivables	$	194		$	659		$	43		$	896
Less: allowance	(10		)	(67		)	(1		)	(78		)
	184			592			42			818

Current portion of financing receivables	28			104			—			132
Less: allowance	(2		)	(11		)	—			(13		)
	26			93			—			119

Total financing receivables	$	210		$	685		$	42		$	937



	December 31, 2013
	Securitized Timeshare			Unsecuritized Timeshare			Other			Total
	(in millions)
Financing receivables	$	205		$	654		$	49		$	908
Less: allowance	(11		)	(67		)	(1		)	(79		)
	194			587			48			829

Current portion of financing receivables	29			106			—			135
Less: allowance	(2		)	(12		)	—			(14		)
	27			94			—			121

Total financing receivables	$	221		$	681		$	48		$	950

Allowance for Uncollectible Timeshare Financing Receivables

The changes in our allowance for uncollectible timeshare financing receivables were as follows:



	Three Months Ended March 31,
	2014			2013
	(in millions)
Beginning balance	$	92		$	93
Write-offs	(8		)	(6		)
Provision for uncollectibles on sales	6			7
Ending balance	$	90		$	94

Schedule of Maturities of Timeshare Financing Receivables

Our timeshare financing receivables as of March 31, 2014 mature as follows:



	Securitized Timeshare			Unsecuritized Timeshare
Year	(in millions)
2014 (remaining)	$	21		$	82
2015	28			88
2016	29			91
2017	30			94
2018	30			91
Thereafter	84			317
	222			763
Less: allowance	(12		)	(78		)
	$	210		$	685

Aged Analysis of Gross TImeshare Financing Receivables

The following table details an aged analysis of our gross timeshare financing receivables balance:



	March 31,		December 31,
	2014		2013
	(in millions)
Current	$	940	$	948
30 - 89 days past due	14		14
90 - 119 days past due	3		4
120 days and greater past due	28		28
	$	985	$	994

Investments in Affiliates (Tables)

Schedule of Investments in Affiliates

Investments in affiliates were as follows:



	March 31,		December 31,
	2014		2013
	(in millions)
Equity investments	$	248	$	245
Other investments	16		15
	$	264	$	260

Debt (Tables)

Long-term Debt

Long-term debt balances, including obligations for capital leases, and associated interest rates were as follows:



	March 31,			December 31,
	2014			2013
	(in millions)
Senior secured term loan facility with a rate of 3.50%, due 2020	$	5,800		$	6,000
Senior notes with a rate of 5.625%, due 2021	1,500			1,500
Commercial mortgage-backed securities loan with an average rate of 4.05%, due 2018⁽¹⁾	3,500			3,500
Mortgage loan with a rate of 2.30%, due 2018	525			525
Mortgage notes with an average rate of 6.15%, due 2016	132			133
Other unsecured notes with a rate of 7.50%, due 2017	53			53
Capital lease obligations with an average rate of 5.88%, due 2015 to 2097	72			73
	11,582			11,784
Less: current maturities of long-term debt	(3		)	(4		)
Less: unamortized discount on senior secured term loan facility	(28		)	(29		)
	$	11,551		$	11,751

____________


⁽¹⁾	The initial maturity date of the variable-rate component of this borrowing is November 1, 2015. We assumed all extensions, which are solely at our option, were exercised.

Non-recourse Debt

Non-recourse debt, including obligations for capital leases, and associated interest rates were as follows:



	March 31,			December 31,
	2014			2013
	(in millions)
Capital lease obligations of consolidated VIEs with a rate of 6.34%, due 2018 to 2026	$	260		$	255
Non-recourse debt of consolidated VIEs with an average rate of 3.33%, due 2015 to 2018⁽¹⁾	40			41
Timeshare Facility with a rate of 1.45%, due 2016	450			450
Securitized Timeshare Debt with a rate of 2.28%, due 2026	209			222
	959			968
Less: current maturities of non-recourse debt	(41		)	(48		)
	$	918		$	920

____________


⁽¹⁾	Excludes the non-recourse debt of our VIE that issued the Securitized Timeshare Debt, as this is presented separately.

Debt Maturities

The contractual maturities of our long-term debt and non-recourse debt as of March 31, 2014 were as follows:



Year	(in millions)
2014 (remaining)	$	34
2015	69
2016	622
2017	96
2018⁽¹⁾	4,068
Thereafter	7,652
	$	12,541

____________


⁽¹⁾	The CMBS Loan has three one-year extensions, solely at our option, that effectively extend maturity to November 1, 2018. We assumed all extensions for purposes of calculating maturity dates.

Derivative Instruments and Hedging Activities (Tables)

Fair Value of Derivative Instruments

The effects of our derivative instruments on our condensed consolidated balance sheets were as follows:



	March 31, 2014			December 31, 2013
	Balance Sheet Classification	Fair Value		Balance Sheet Classification	Fair Value
		(in millions)			(in millions)
Cash Flow Hedges:
Interest rate swaps	Other assets	$	5	Other assets	$	10

Non-designated Hedges:
Interest rate caps	Other assets	—		Other assets	—

Earnings Effect of Derivative Instruments

The effects of our derivative instruments on our condensed consolidated statements of operations and condensed consolidated statements of comprehensive income (loss) before any effect for income taxes were as follows:



		Three Months Ended March 31,
	Classification of Loss Recognized	2014			2013
		(in millions)
Cash Flow Hedges:
Interest rate swaps⁽¹⁾	Other comprehensive loss	$	(5	)	$	—

Non-designated Hedges:
Interest rate caps	Other gain, net	—			—

____________


⁽¹⁾	There were no amounts recognized in earnings related to hedge ineffectiveness or amounts excluded from hedge effectiveness testing during the three months ended March 31, 2014.

Fair Value Measurements (Tables)

Fair Value of Financial Assets and Liabilities

The carrying amounts and estimated fair values of our financial assets and liabilities, including related current portions, were as follows:



	March 31, 2014
			Hierarchy Level
	Carrying Amount		Level 1		Level 2		Level 3
	(in millions)
Assets:
Cash equivalents	$	189	$	—	$	189	$	—
Restricted cash equivalents	100		—		100		—
Timeshare financing receivables	985		—		—		988
Interest rate swaps	5		—		5		—
Liabilities:
Long-term debt⁽¹⁾	11,482		58		1,605		10,121
Non-recourse debt⁽²⁾	659		—		—		659



	December 31, 2013
			Hierarchy Level
	Carrying Amount		Level 1		Level 2		Level 3
	(in millions)
Assets:
Cash equivalents	$	309	$	—	$	309	$	—
Restricted cash equivalents	107		—		107		—
Timeshare financing receivables	994		—		—		996
Interest rate swaps	10		—		10		—
Liabilities:
Long-term debt⁽¹⁾	11,682		57		1,560		10,358
Non-recourse debt⁽²⁾	672		—		—		670

____________


⁽¹⁾	Excludes capital lease obligations with a carrying value of $72 million and $73 million as of March 31, 2014 and December 31, 2013, respectively.


⁽²⁾	Represents the Securitized Timeshare Debt and the Timeshare Facility.

Employee Benefit Plans (Tables)

Schedule of Net Periodic Pension Cost (Credit)

The components of net periodic pension cost (credit) for the Domestic Plan, U.K. Plan and International Plans were as follows:



	Three Months Ended March 31,
	2014									2013
	Domestic Plan			U.K. Plan			International Plans			Domestic Plan			U.K. Plan			International Plans
	(in millions)
Service cost	$	2		$	—		$	1		$	1		$	1		$	1
Interest cost	4			5			1			4			4			1
Expected return on plan assets	(4		)	(6		)	(1		)	(4		)	(5		)	(1		)
Amortization of prior service cost (credit)	1			—			—			1			(1		)	—
Amortization of net loss	—			—			—			1			1			—
Settlement losses	—			—			—			—			—			1
Net periodic pension cost (credit)	$	3		$	(1	)	$	1		$	3		$	—		$	2

Share-Based Compensation (Tables)

Stock Option Assumptions

The grant date fair value of each of these option grants was $7.58, which was determined using the Black-Scholes-Merton option-pricing model with the following assumptions:



Expected volatility⁽¹⁾	33.00	%
Dividend yield⁽²⁾	—	%
Risk-free rate⁽³⁾	1.85	%
Expected term (in years)⁽⁴⁾	6.0

____________

⁽¹⁾

Due to limited trading history for our common stock, we did not have sufficient information available on which to base a reasonable and supportable estimate of the expected volatility of our share price. As a result, we used an average historical volatility of our peer group over a time period consistent with our expected term assumption. Our peer group was determined based upon companies in our industry with similar business models and is consistent with those used to benchmark our executive compensation.


⁽²⁾	We have no foreseeable plans to pay dividends during the expected term of these options.


⁽³⁾	Based on the yields of U.S. Department of Treasury instruments with similar expected lives.


⁽⁴⁾	Estimated using the average of the vesting periods and the contractual term of the options.

Performance Share Assumptions

The grant date fair value of each of the performance shares based on relative shareholder return was $23.56, which was determined using a Monte Carlo simulation valuation model with the following assumptions:



Expected volatility⁽¹⁾	30.00	%
Dividend yield⁽²⁾	—	%
Risk-free rate⁽³⁾	0.70	%
Expected term (in years)⁽⁴⁾	2.8

____________

⁽¹⁾

Due to limited trading history for our common stock, we did not have sufficient information available on which to base a reasonable and supportable estimate of the expected volatility of our share price. As a result, we used an average historical volatility of our peer group over a time period consistent with our expected term assumption. Our peer group was determined based upon companies in our industry with similar business models and is consistent with those used to benchmark our executive compensation.


⁽²⁾	We have no foreseeable plans to pay dividends during the expected term of these performance shares.


⁽³⁾	Based on the yields of U.S. Department of Treasury instruments with similar expected lives.


⁽⁴⁾	Midpoint of the 30-calendar day period preceding the end of the performance period.

Earnings Per Share (Tables)

Basic and Diluted Earnings Per Share

The following table presents the calculation of basic and diluted earnings per share ("EPS"):



	Three Months Ended March 31,
	2014		2013
	(in millions, except per share amounts)
Basic EPS:
Numerator:
Net income attributable to Hilton stockholders	$	123	$	34
Denominator:
Weighted average shares outstanding	985		921
Basic EPS	$	0.12	$	0.03

Diluted EPS:
Numerator:
Net income attributable to Hilton stockholders	$	123	$	34
Denominator:
Weighted average shares outstanding	985		921
Diluted EPS	$	0.12	$	0.03

Less than 1 million options were excluded from the computation of diluted EPS for the three months ended March 31, 2014 because their effect would have been anti-dilutive under the treasury stock method.

Accumulated Other Comprehensive Loss (Tables)

Schedule of Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive loss, net of taxes, were as follows:



	Currency Translation Adjustment			Pension Liability Adjustment			Cash Flow Hedge Adjustment			Total
	(in millions)
Balance as of December 31, 2013	$	(136	)	$	(134	)	$	6		$	(264	)

Other comprehensive income (loss) before reclassifications	30			—			(3		)	27
Amounts reclassified from accumulated other comprehensive loss	—			1			—			1
Net current period other comprehensive income (loss)	30			1			(3		)	28

Balance as of March 31, 2014	$	(106	)	$	(133	)	$	3		$	(236	)



	Currency Translation Adjustment			Pension Liability Adjustment			Total
	(in millions)
Balance as of December 31, 2012	$	(212	)	$	(194	)	$	(406	)

Other comprehensive income (loss) before reclassifications	(173		)	3			(170		)
Amounts reclassified from accumulated other comprehensive loss	—			1			1
Net current period other comprehensive income (loss)	(173		)	4			(169		)

Balance as of March 31, 2013	$	(385	)	$	(190	)	$	(575	)

Reclassification Out of Accumulated Other Comprehensive Loss

The following table presents additional information about reclassifications out of accumulated other comprehensive loss:



	Three Months Ended March 31,
	2014			2013
	(in millions)
Pension liability adjustment:
Amortization of prior service cost⁽¹⁾	$	(1	)	$	—
Amortization of net loss⁽¹⁾	—			(2		)
Tax benefit⁽²⁾	—			1
Total pension liability adjustment reclassifications for the period, net of taxes	(1		)	(1		)
Total reclassifications for the period, net of tax	$	(1	)	$	(1	)

____________


⁽¹⁾	Reclassified out of accumulated other comprehensive loss to general, administrative and other in the condensed consolidated statements of operations. These amounts were included in the computation of net periodic pension cost. See Note 11: "Employee Benefit Plans" for additional information. Amounts in parentheses indicate a loss in our condensed consolidated statements of operations.


⁽²⁾	Reclassified out of accumulated other comprehensive loss to income tax expense in our condensed consolidated statements of operations.

Business Segments (Tables)

Reconciliation of Revenues and Adjusted EBITDA from Segment Amounts to Consolidated Amounts

The following table presents revenues and Adjusted EBITDA for our reportable segments, reconciled to consolidated amounts:



	Three Months Ended
	March 31,
	2014			2013
	(in millions)
Revenues
Ownership⁽¹⁾⁽⁴⁾	$	952		$	920
Management and franchise⁽²⁾	331			282
Timeshare	279			246
Segment revenues	1,562			1,448
Other revenues from managed and franchised properties	827			841
Other revenues⁽³⁾	21			15
Intersegment fees elimination^(1)(2)(3)(4)	(47		)	(41		)
Total revenues	$	2,363		$	2,263

Adjusted EBITDA
Ownership^{(1)(2)(3)(4)(5)}	$	179		$	174
Management and franchise⁽²⁾	331			282
Timeshare⁽¹⁾⁽²⁾	85			59
Corporate and other⁽³⁾⁽⁴⁾	(51		)	(68		)
Adjusted EBITDA	$	544		$	447

____________

⁽¹⁾

Includes charges to timeshare operations for rental fees and fees for other amenities, which were eliminated in our condensed consolidated financial statements. These charges totaled $6 million and $5 million for the three months ended March 31, 2014 and 2013, respectively. While the net effect is zero, our measures of segment revenues and Adjusted EBITDA include these fees as a benefit to the ownership segment and a cost to timeshare Adjusted EBITDA.

⁽²⁾

Includes management, royalty and intellectual property fees of $27 million and $21 million for the three months ended March 31, 2014 and 2013, respectively. These fees are charged to consolidated owned and leased properties and were eliminated in our condensed consolidated financial statements. Also includes a licensing fee of $11 million and $12 million for the three months ended March 31, 2014 and 2013, respectively, which is charged to our timeshare segment by our management and franchise segment and is eliminated in our condensed consolidated financial statements. While the net effect is zero, our measures of segment revenues and Adjusted EBITDA include these fees as a benefit to the management and franchise segment and a cost to ownership Adjusted EBITDA and timeshare Adjusted EBITDA.


⁽³⁾	Includes charges to consolidated owned and leased properties for services provided by our wholly owned laundry business of $2 million for each of the three months ended March 31, 2014 and 2013. These charges were eliminated in our condensed consolidated financial statements.


⁽⁴⁾	Includes other intercompany charges of $1 million for the three months ended March 31, 2014 and 2013.


⁽⁵⁾	Includes unconsolidated affiliate Adjusted EBITDA.

Reconciliation of Adjusted EBITDA to Net Income (Loss) Attributable to Hilton Stockholders

The following table provides a reconciliation of Adjusted EBITDA to EBITDA and EBITDA to net income attributable to Hilton stockholders:



	Three Months Ended
	March 31,
	2014			2013
	(in millions)
Adjusted EBITDA	$	544		$	447
Net income attributable to noncontrolling interests	(1		)	(4		)
Gain (loss) on foreign currency transactions	14			(43		)
FF&E replacement reserve	(11		)	(7		)
Share-based compensation expense	(13		)	(2		)
Other gain, net	3			7
Other adjustment items	(13		)	(11		)
EBITDA	523			387
Interest expense	(153		)	(143		)
Interest expense included in equity in earnings from unconsolidated affiliates	(3		)	(4		)
Income tax expense	(83		)	(38		)
Depreciation and amortization	(153		)	(160		)
Depreciation and amortization included in equity in earnings from unconsolidated affiliates	(8		)	(8		)
Net income attributable to Hilton stockholders	$	123		$	34

Schedule of Assets by Segment

The following table presents assets for our reportable segments, reconciled to consolidated amounts:



	March 31,		December 31,
	2014		2013
	(in millions)
Assets:
Ownership	$	11,685	$	11,936
Management and franchise	10,848		11,016
Timeshare	1,882		1,871
Corporate and other	1,978		1,739
	$	26,393	$	26,562

Schedule of Capital Expenditures by Segment

The following table presents capital expenditures for property and equipment for our reportable segments, reconciled to consolidated amounts:



	Three Months Ended
	March 31,
	2014		2013
	(in millions)
Capital expenditures for property and equipment:
Ownership	$	42	$	53
Timeshare	—		1
Corporate and other	1		3
	$	43	$	57

Organization and Basis of Presentation (Details)

12 Months Ended

Dec. 31, 2013

Mar. 31, 2014

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Number of brands

10

Number of hotel properties

4,112

Number of hotel rooms

680,117

Number of countries

92

Number of timeshare properties

43

Number of timeshare units

6,673

Stock split

9,205,128-for-1

Sponsor's percentage of ownership of common stock

76.40%

Recently Issued Accounting Pronouncements Impact of Recently Issued Accounting Pronouncements (Details) (USD $)

In Millions, unless otherwise specified

Jan. 2, 2014

Accounting Policies [Abstract]

Reclassified unrecognized tax benefits

$ 108

Property and Equipment - Schedule of Property and Equipment (Details) (USD $)

In Millions, unless otherwise specified

Mar. 31, 2014

Dec. 31, 2013

Property, Plant and Equipment [Abstract]

Land

$ 4,098

Buildings And Leasehold Improvements

5,530

5,511

Furniture And Equipment

1,176

1,172

Construction in Progress, Gross

92

67

Property and equipment, gross

10,896

10,848

Accumulated depreciation and amortization

(1,865)

(1,790)

Property and equipment, net

$ 9,031

$ 9,058

Property and Equipment - Additional Information (Details) (USD $)

In Millions, unless otherwise specified

3 Months Ended

Mar. 31, 2014

Mar. 31, 2013

Dec. 31, 2013

Property, Plant and Equipment [Abstract]

Depreciation

$ 77

$ 89

Net capital lease assets included in property and equipment

129

130

Accumulated depreciation and amortization of capital lease assets included in property and equipment

$ 62

$ 59

Financing Receivables - Schedule of Financing Receivables (Details) (USD $)

In Millions, unless otherwise specified

Mar. 31, 2014

Dec. 31, 2013

Accounts, Notes, Loans and Financing Receivable [Line Items]

Financing receivables, gross, non-current

$ 896

$ 908

Allowance for financing receivables, non-current

(78)

(79)

Financing receivables, net, non-current

634

635

Financing receivables, gross, current

132

135

Allowance for financing receivables, current

(13)

(14)

Current portion of financing receivables, net

93

94

Financing receivables, net

937

950

Securitized timeshare financing receivables [member]

Accounts, Notes, Loans and Financing Receivable [Line Items]

Financing receivables, gross, non-current

194

205

Allowance for financing receivables, non-current

(10)

(11)

Financing receivables, net, non-current

184

194

Financing receivables, gross, current

28

29

Allowance for financing receivables, current

(2)

Current portion of financing receivables, net

26

27

Financing receivables, net

210

221

Unsecuritized timeshare financing receivables [member]

Accounts, Notes, Loans and Financing Receivable [Line Items]

Financing receivables, gross, non-current

659

654

Allowance for financing receivables, non-current

(67)

Financing receivables, net, non-current

592

587

Financing receivables, gross, current

104

106

Allowance for financing receivables, current

(11)

(12)

Current portion of financing receivables, net

93

94

Financing receivables, net

685

681

Other financing receivables [member]

Accounts, Notes, Loans and Financing Receivable [Line Items]

Financing receivables, gross, non-current

43

49

Allowance for financing receivables, non-current

(1)

Financing receivables, net, non-current

42

48

Financing receivables, gross, current

0

Allowance for financing receivables, current

0

Current portion of financing receivables, net

0

Financing receivables, net

42

48

Financing Receivable [Member]

Accounts, Notes, Loans and Financing Receivable [Line Items]

Financing receivables, net, non-current

818

829

Current portion of financing receivables, net

$ 119

$ 121

Financing Receivables - Schedule of Allowance Uncollectible Timeshare Financing Receivables (Details) (USD $)

In Millions, unless otherwise specified

3 Months Ended

Mar. 31, 2014

Mar. 31, 2013

Timeshare Allowance for Uncollectible Accounts [Roll Forward]

Beginning balance

$ 92

$ 93

Write-offs

(8)

(6)

Provision for uncollectibles on sales

6

7

Ending balance

$ 90

$ 94

Financing Receivables - Schedule of Maturities of Timeshare Financing Receivables (Details) (USD $)

In Millions, unless otherwise specified

Mar. 31, 2014

Dec. 31, 2013

Mar. 31, 2013

Dec. 31, 2012

Mar. 31, 2014

Securitized timeshare financing receivables [member]

Aug. 31, 2013

Securitized timeshare financing receivables [member]

Mar. 31, 2014

Unsecuritized timeshare financing receivables [member]

Schedule of Maturities of Timeshare Financing Receivables [Line Items]

2014 (remaining)

$ 21

$ 82

2015

28

88

2016

29

91

2017

30

94

2018

30

91

Thereafter

84

317

Timeshare financing receivables, gross

222

255

763

Allowance for uncollectible timeshare financing receivables

(90)

(92)

(94)

(93)

(12)

(78)

Timeshare financing receivables, net

$ 210

$ 685

Financing Receivables - Aged Analysis of Gross Timeshare Financing Receivables (Details) (USD $)

In Millions, unless otherwise specified

Mar. 31, 2014

Dec. 31, 2013

Accounts, Notes, Loans and Financing Receivable, Gross, Allowance, and Net [Abstract]

Current

$ 940

$ 948

30 - 89 days past due

14

90 - 119 days past due

3

4

120 days and greater past due

28

Financing Receivable, Gross

$ 985

$ 994

Financing Receivables - Additional Information (Details) (USD $)

In Millions, unless otherwise specified

Mar. 31, 2014

Dec. 31, 2013

Mar. 31, 2014

Securitized timeshare financing receivables [member]

Aug. 31, 2013

Securitized timeshare financing receivables [member]

Schedule of Maturities of Timeshare Financing Receivables [Line Items]

Gross timeshare financing receivables secured under securitized timeshare debt

$ 222

$ 255

Securitized timeshare debt, face amount

250

Securitized timeshare debt stated interest rate

2.28%

Timeshare financing receivables secured under timeshare facility

491

492

Number of timeshare financing receivables outstanding

52,723

Timeshare financing receivables range of stated interest rates, minimum

0.00%

Timeshare financing receivables range of stated interest rates, maximum

20.5

Timeshare financing receivables weighted average stated interest rate

12.19

Timeshare financing receivables weighted average remaining term

7.5

Nonaccrual timeshare financing receivables

$ 31

$ 32

Investments in Affiliates - Schedule of Investments (Details) (USD $)

In Millions, unless otherwise specified

Mar. 31, 2014

Dec. 31, 2013

Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures [Abstract]

Equity investments

$ 248

$ 245

Other investments

16

15

Investments in affiliates

$ 264

$ 260

Investments in Affiliates - Additional Information (Details) (USD $)

In Millions, unless otherwise specified

3 Months Ended

Mar. 31, 2014

Dec. 31, 2013

Equity Method Investments and Joint Ventures [Abstract]

Number of hotels owned or leased by unconsolidated joint ventures

29

30

Equity method investment, realized gain (loss) on disposal

$ 3

Debt of unconsolidated joint ventures

1,000

1,100

Unconsolidated affiliates creditor debt

$ 17

Consolidated Variable Interest Entities (Details) (USD $)

In Millions, unless otherwise specified

3 Months Ended

Mar. 31, 2014

Mar. 31, 2013

Dec. 31, 2013

Dec. 31, 2012

Variable Interest Entity [Line Items]

Number of consolidated variable interest entities

4

Cash and cash equivalents

$ 435

$ 777

$ 594

$ 755

Property and equipment, net

9,031

9,058

Financing Receivable, Net

937

950

Interest expense

153

143

Interest income

1

2

Japan VIEs [member]

Variable Interest Entity [Line Items]

Number of consolidated variable interest entities

2

Cash and cash equivalents

40

42

Property and equipment, net

27

26

Non-recourse debt, including current maturities

288

284

Interest expense

5

8

Non-cash capital lease asset reduction

44

Non-cash capital lease obligation reduction

48

Securitized Timeshare Debt VIE [member]

Variable Interest Entity [Line Items]

Restricted cash and cash equivalents

8

Financing Receivable, Net

210

221

Non-recourse debt, including current maturities

209

222

Interest expense

1

Interest income

$ 7

Debt - Long-term Debt (Details) (USD $)

In Millions, unless otherwise specified

Mar. 31, 2014

Dec. 31, 2013

Debt Instrument [Line Items]

Long-term debt and capital lease obligations, gross, including current maturities

$ 11,582

$ 11,784

Current maturities of long-term debt

(3)

(4)

Unamortized discount on senior secured term loan facility

(28)

(29)

Long-term debt

11,551

11,751

Senior secured term loan facility [member]

Debt Instrument [Line Items]

Debt instrument, interest rate, stated percentage

3.50%

Long-term debt, gross

5,800

6,000

Senior notes [member]

Debt Instrument [Line Items]

Debt instrument, interest rate, stated percentage

5.625%

Long-term debt, gross

1,500

Commercial mortgage-backed securities loan [member]

Debt Instrument [Line Items]

Debt instrument, weighted average interest rate

4.05%

Long-term debt, gross

3,500

Mortgage loan [member]

Debt Instrument [Line Items]

Debt instrument, interest rate, stated percentage

2.30%

Long-term debt, gross

525

Mortgage notes [member]

Debt Instrument [Line Items]

Debt instrument, weighted average interest rate

6.15%

Long-term debt, gross

132

133

Other unsecured notes [member]

Debt Instrument [Line Items]

Debt instrument, interest rate, stated percentage

7.50%

Long-term debt, gross

53

Capital lease obligations [member]

Debt Instrument [Line Items]

Debt instrument, weighted average interest rate

5.88%

Long-term debt, gross

$ 72

$ 73 ¹

[1] Excludes capital lease obligations with a carrying value of $72 million and $73 million as of March 31, 2014 and December 31, 2013, respectively.

Debt - Additional Information (Details) (USD $)

In Millions, unless otherwise specified

3 Months Ended

Mar. 31, 2014

Dec. 31, 2013

Restricted Cash and Cash Equivalents Items [Line Items]

Restricted cash and cash equivalents

$ 287

$ 266

Voluntary repayments of long-term debt

200

Letters of credit outstanding under revolving credit facility

46

Line of credit facility, maximum borrowing capacity

1,000

Line of credit facility, remaining borrowing capacity

954

Number of hotels securing CMBS loan

23

Commercial mortgage-backed securities loan [member]

Restricted Cash and Cash Equivalents Items [Line Items]

Restricted cash and cash equivalents

32

29

Timeshare debt agreements [member]

Restricted Cash and Cash Equivalents Items [Line Items]

Restricted cash and cash equivalents

$ 22

$ 20

Debt - Non-recourse Debt (Details) (USD $)

In Millions, unless otherwise specified

Mar. 31, 2014

Dec. 31, 2013

Non-recourse Debt [Line Items]

Non-recourse debt and capital lease obligations, including current maturities

$ 959

$ 968

Current maturities of non-recourse debt

(41)

(48)

Non-recourse debt

918

920

Capital lease obligations of consolidated VIEs [member]

Non-recourse Debt [Line Items]

Debt instrument, interest rate, stated percentage

6.34%

Non-recourse debt, including current maturities

260

255

Non-recourse debt of consolidated VIEs [member]

Non-recourse Debt [Line Items]

Debt instrument, weighted average interest rate

3.33%

Non-recourse debt, including current maturities

40

41

Timeshare Facility [member]

Non-recourse Debt [Line Items]

Debt instrument, interest rate, stated percentage

1.45%

Non-recourse debt, including current maturities

450

Securitized Timeshare Debt [member]

Non-recourse Debt [Line Items]

Debt instrument, interest rate, stated percentage

2.28%

Non-recourse debt, including current maturities

$ 209

$ 222

Debt - Debt Maturities (Details) (USD $)

In Millions, unless otherwise specified

Mar. 31, 2014

Debt Disclosure [Abstract]

2014 (remaining)

$ 34

2015

69

2016

622

2017

96

2018

4,068

Thereafter

7,652

Long-term debt and capital lease obligations, gross

$ 12,541

Derivative Instruments and Hedging Activities - Additional Information (Details) (USD $)

In Millions, unless otherwise specified

Mar. 31, 2013

Interest rate caps [member]

Secured debt interest rate caps [member]

Mar. 31, 2014

Interest rate caps [member]

Mortgage loan interest rate cap [member]

Mar. 31, 2014

Interest rate caps [member]

CMBS loan interest rate cap [member]

Mar. 31, 2014

Term loan interest rate swaps [member]

Derivative [Line Items]

Derivative, notional amount

$ 15,200

$ 525

$ 875

$ 1,450

Derivative, cap interest rate

4.00%

6.00%

Derivative, swaption interest rate

1.87%

Number of interest rate derivatives held

10

1

4

Derivative Instruments and Hedging Activities - Fair Value of Derivative Instruments (Details) (USD $)

In Millions, unless otherwise specified

Mar. 31, 2014

Dec. 31, 2013

Designated as hedging instrument [member] |
Term loan interest rate swaps [member]

Derivatives, Fair Value [Line Items]

Derivative fair value

$ 5

$ 10

Not designated as hedging instrument [member] |
Interest rate caps [member]

Derivatives, Fair Value [Line Items]

Derivative fair value

$ 0

Derivative Instruments and Hedging Activities - Earnings Effect of Derivative Instruments (Details) (USD $)

In Millions, unless otherwise specified

3 Months Ended

Mar. 31, 2014

Mar. 31, 2013

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative instruments, gain (loss) recognized in income, ineffective portion and amount excluded from effectiveness testing, net

$ 0

Derivative instruments, gain (loss) recognized in other comprehensive income (loss), effective portion, net

(5)

0

Gain (loss) on interest rate derivative instruments not designated as hedging instruments

$ 0

Fair Value Measurements (Details) (USD $)

In Millions, unless otherwise specified

Mar. 31, 2014

Dec. 31, 2013

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Timeshare financing receivables

$ 985

$ 994

Carrying amount

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Cash equivalents

189

309

Restricted cash equivalents

100

107

Timeshare financing receivables

985

994

Interest rate swaps

5

10

Long-term debt

11,482 ¹

11,682 ¹

Non-recourse debt, including current maturities

659

672

Level 1

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Cash equivalents

0

Restricted cash equivalents

0

Timeshare financing receivables

0

Interest rate swaps

0

Long-term debt

58

57

Non-recourse debt

0

Level 2

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Cash equivalents

189

309

Restricted cash equivalents

100

107

Timeshare financing receivables

0

Interest rate swaps

5

10

Long-term debt

1,605

1,560

Non-recourse debt

0

Level 3

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Cash equivalents

0

Restricted cash equivalents

0

Timeshare financing receivables

988

996

Interest rate swaps

0

Long-term debt

10,121

10,358

Non-recourse debt

659

670

Capital lease obligations [member]

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Long-term debt, gross

$ 72

$ 73 ¹

[1] Excludes capital lease obligations with a carrying value of $72 million and $73 million as of March 31, 2014 and December 31, 2013, respectively.

Income Taxes (Details) (USD $)

In Millions, unless otherwise specified

Mar. 31, 2014

Jan. 2, 2014

Dec. 31, 2013

Income Tax Disclosure [Abstract]

Unrecognized tax benefits

$ 442

$ 435

Significant change in unrecognized tax benefits is reasonably possible, amount of unrecorded benefit

4

Unrecognized tax benefits that would impact effective tax rate

346

340

Unrecognized tax benefits, income tax penalties and interest accrued

47

45

Reclassification of deferred tax assets to current taxes receivable

$ 33

Employee Benefit Plans - Net Periodic Pension Cost (Credit) (Details) (USD $)

In Millions, unless otherwise specified

3 Months Ended

Mar. 31, 2014

Mar. 31, 2013

Domestic plan [member]

Defined Benefit Plan Disclosure [Line Items]

Service cost

$ 2

$ 1

Interest cost

4

Expected return on plan assets

(4)

Amortization of prior service cost (credit)

1

Amortization of net loss

0

1

Settlement losses

0

Net periodic pension cost (credit)

3

U.K. plan [member]

Defined Benefit Plan Disclosure [Line Items]

Service cost

0

1

Interest cost

5

4

Expected return on plan assets

(6)

(5)

Amortization of prior service cost (credit)

0

(1)

Amortization of net loss

0

1

Settlement losses

0

Net periodic pension cost (credit)

(1)

0

International plans [member]

Defined Benefit Plan Disclosure [Line Items]

Service cost

1

Interest cost

1

Expected return on plan assets

(1)

Amortization of prior service cost (credit)

0

Amortization of net loss

0

Settlement losses

0

1

Net periodic pension cost (credit)

$ 1

$ 2

Employee Benefit Plans - Additional Information (Details) (USD $)

In Millions, unless otherwise specified

Mar. 31, 2014

Domestic plan [member]

Defined Benefit Plan Disclosure [Line Items]

Court ordered posted bond

$ 76

U.K. plan [member]

Defined Benefit Plan Disclosure [Line Items]

Guarantor obligations, maximum exposure, undiscounted

$ 25

Share-Based Compensation - Additional Information (Details) (USD $)

In Millions, except Share data, unless otherwise specified

3 Months Ended

Mar. 31, 2014

Mar. 31, 2013

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Compensation expense

$ 13

$ 2

Cash-based LTI plan termination compensation expense reduction

25

2013 Omnibus Incentive Plan [member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Compensation expense

11

Unrecognized compensation costs related to unvested awards

174

Unrecognized compensation costs related to unvested awards, weighted-average period

2 years 4 months 19 days

Shares of common stock reserved for future issuance

72,314,544

2013 Omnibus Incentive Plan [member] |
Restricted stock units (RSUs) [member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Shares granted during the period

7,066,153

Weighted average grant-date fair value

$ 21.53

2013 Omnibus Incentive Plan [member] |
Restricted stock units (RSUs) [member] |
Minimum [member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Vesting period

2 years

2013 Omnibus Incentive Plan [member] |
Restricted stock units (RSUs) [member] |
Maximum [member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Vesting period

3 years

2013 Omnibus Incentive Plan [member] |
Stock options [member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Options granted during the period

1,003,591

Options, grants in period, weighted-average exercise price

$ 21.53

Options, exercisable, number

0

Vesting period

3 years

Options, grants in period, weighted-average grant-date fair value

$ 7.58

Expiration period

10 years

2013 Omnibus Incentive Plan [member] |
Performance shares [member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Shares granted during the period

1,078,908

Vesting period

3 years

Vesting rights

zero to 200 percent payout

Nonvested awards

1,078,908

Weighted-average remaining contractual terms

2 years 9 months 2 days

2013 Omnibus Incentive Plan [member] |
Relative shareholder return [member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Vesting rights, percentage

50.00%

Weighted average grant-date fair value

$ 23.56

2013 Omnibus Incentive Plan [member] |
EBITDA CAGR [member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Vesting rights, percentage

50.00%

Weighted average grant-date fair value

$ 21.53

Method of measuring cost of award

target amount of 100 percent

Promote Plan [member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Compensation expense

13

2

Accelerated vesting

remaining 60 percent of each participant's award

Accelerated compensation cost

7

Unrecognized compensation costs, related to unvested awards, other than options

84

Promote Plan [member] |
Immediate [member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Vesting rights, percentage

40.00%

Promote Plan [member] |
1 year [member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Vesting rights, percentage

40.00%

Unrecognized compensation costs, related to unvested awards, other than options

16

Promote Plan [member] |
Sponsor less than 50 percent ownership [member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Vesting rights, percentage

20.00%

Vesting rights

date that our Sponsor and its affiliates cease to own 50 percent or more of the shares of the Company

Unrecognized compensation costs, related to unvested awards, other than options

$ 68

Share-Based Compensation - Assumptions for Stock Options and Performance Shares Based on Relative Shareholder Return (Details) (2013 Omnibus Incentive Plan [member])

3 Months Ended

Mar. 31, 2014

Rate

Stock options [member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Expected volatility

33.00%

Dividend yield

0.00%

Risk-free rate

1.85%

Expected term

6 years 0 months

Relative shareholder return [member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Expected volatility

30.00%

Dividend yield

0.00%

Risk-free rate

0.70%

Expected term

2 years 9 months

Earnings Per Share (Details) (USD $)

In Millions, except Per Share data, unless otherwise specified

3 Months Ended

Mar. 31, 2014

Mar. 31, 2013

Earnings Per Share [Abstract]

Net income (loss) attributable to Hilton Stockholders

$ 123

$ 34

Basic EPS:

Weighted average shares outstanding

985

921

Basic EPS

$ 0.12

$ 0.03

Diluted EPS:

Weighted average shares outstanding

985

921

Diluted EPS

$ 0.12

$ 0.03

Antidilutive Securities Excluded from Computation of Earnings Per Share, Less Than Amount

1

Accumulated Other Comprehensive Loss - Schedule of Accumulated Other Comprehensive Loss (Details) (USD $)

In Millions, unless otherwise specified

3 Months Ended

Mar. 31, 2014

Mar. 31, 2013

Accumulated Other Comprehensive Income (Loss) [Line Items]

Beginning balance

$ (264)

$ (406)

Other comprehensive income (loss) before reclassifications

27

(170)

Amounts reclassified from accumulated other comprehensive loss

1

Net current period other comprehensive income (loss)

28

(169)

Ending balance

(236)

(575)

Currency translation adjustment [member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Beginning balance

(136)

(212)

Other comprehensive income (loss) before reclassifications

30

(173)

Amounts reclassified from accumulated other comprehensive loss

0

Net current period other comprehensive income (loss)

30

(173)

Ending balance

(106)

(385)

Pension liability adjustment [member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Beginning balance

(134)

(194)

Other comprehensive income (loss) before reclassifications

0

3

Amounts reclassified from accumulated other comprehensive loss

1

Net current period other comprehensive income (loss)

1

4

Ending balance

(133)

(190)

Cash flow hedge adjustment [member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Beginning balance

6

Other comprehensive income (loss) before reclassifications

(3)

Amounts reclassified from accumulated other comprehensive loss

0

Net current period other comprehensive income (loss)

(3)

Ending balance

$ 3

Accumulated Other Comprehensive Loss - Reclassifications Out of Accumulated Other Comprehensive Loss (Details) (USD $)

In Millions, unless otherwise specified

3 Months Ended

Mar. 31, 2014

Mar. 31, 2013

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

Amortization of prior service credit (cost)

$ (1)

$ 0

Amortization of net gain (loss)

0

(2)

Tax benefit (expense)

0

1

Total pension liability adjustment reclassifications for the period, net of taxes

(1)

Amounts reclassified from accumulated other comprehensive loss

$ (1)

Business Segments - Hotel Properties by Segment (Details)

3 Months Ended

Mar. 31, 2014

Dec. 31, 2013

Segment Reporting [Abstract]

Number of operating business segments

3

Number of wholly owned and leased hotels and resorts

118

Number of non-wholly owned hotel properties

3

Number of hotels of consolidated VIEs

3

Number of hotels owned or leased by unconsolidated joint ventures

29

30

Number of managed hotels

508

Number of franchised hotels

3,450

Number of timeshare properties

43

Business Segments - Reconciliation of Revenue and Adjusted EBITDA from Segment Amounts to Consolidated Amounts (Details) (USD $)

In Millions, unless otherwise specified

3 Months Ended

Mar. 31, 2014

Mar. 31, 2013

Reconciliation of Revenues and Adjusted EBITDA from Segment Amounts to Consolidated Amounts [Line Items]

Total revenues

$ 2,363

$ 2,263

Adjusted EBITDA

544

447

Charges to timeshare operations for rental and other fees

6 ¹

5 ¹

Charges to consolidated owned and leased properties for management, royalty and IP fees

27 ²

21 ²

Charges to timeshare operations for licensing fees

11 ²

12 ²

Charges to consolidated owned and leased properties for laundry services

2 ³

Other charges from consolidated owned and leased properties

1 ⁴

Ownership [member]

Reconciliation of Revenues and Adjusted EBITDA from Segment Amounts to Consolidated Amounts [Line Items]

Total revenues

952 ¹ ⁴

920 ¹ ⁴

Adjusted EBITDA

179 ¹ ² ³ ⁴ ⁵

174 ¹ ² ³ ⁴ ⁵

Management and franchise [member]

Reconciliation of Revenues and Adjusted EBITDA from Segment Amounts to Consolidated Amounts [Line Items]

Total revenues

331 ²

282 ²

Adjusted EBITDA

331 ²

282 ²

Timeshare [member]

Reconciliation of Revenues and Adjusted EBITDA from Segment Amounts to Consolidated Amounts [Line Items]

Total revenues

279

246

Adjusted EBITDA

85 ¹ ²

59 ¹ ²

Operating segments [member]

Reconciliation of Revenues and Adjusted EBITDA from Segment Amounts to Consolidated Amounts [Line Items]

Total revenues

1,562

1,448

Other revenues from managed and franchised properties for segment reporting [member]

Reconciliation of Revenues and Adjusted EBITDA from Segment Amounts to Consolidated Amounts [Line Items]

Total revenues

827

841

Other revenues for segment reporting [member]

Reconciliation of Revenues and Adjusted EBITDA from Segment Amounts to Consolidated Amounts [Line Items]

Total revenues

21 ³

15 ³

Intersegment eliminations [member]

Reconciliation of Revenues and Adjusted EBITDA from Segment Amounts to Consolidated Amounts [Line Items]

Total revenues

(47)¹ ² ³ ⁴

(41)¹ ² ³ ⁴

Corporate and other [member]

Reconciliation of Revenues and Adjusted EBITDA from Segment Amounts to Consolidated Amounts [Line Items]

Adjusted EBITDA

$ 51 ³ ⁴

$ 68 ³ ⁴

[1] Includes charges to timeshare operations for rental fees and fees for other amenities, which were eliminated in our condensed consolidated financial statements. These charges totaled $6 million and $5 million for the three months ended March 31, 2014 and 2013, respectively. While the net effect is zero, our measures of segment revenues and Adjusted EBITDA include these fees as a benefit to the ownership segment and a cost to timeshare Adjusted EBITDA.

[2] Includes management, royalty and intellectual property fees of $27 million and $21 million for the three months ended March 31, 2014 and 2013, respectively. These fees are charged to consolidated owned and leased properties and were eliminated in our condensed consolidated financial statements. Also includes a licensing fee of $11 million and $12 million for the three months ended March 31, 2014 and 2013, respectively, which is charged to our timeshare segment by our management and franchise segment and is eliminated in our condensed consolidated financial statements. While the net effect is zero, our measures of segment revenues and Adjusted EBITDA include these fees as a benefit to the management and franchise segment and a cost to ownership Adjusted EBITDA and timeshare Adjusted EBITDA.

[3] Includes charges to consolidated owned and leased properties for services provided by our wholly owned laundry business of $2 million for each of the three months ended March 31, 2014 and 2013. These charges were eliminated in our condensed consolidated financial statements.

[4] Includes other intercompany charges of $1 million for the three months ended March 31, 2014 and 2013.

[5] Includes unconsolidated affiliate Adjusted EBITDA.

Business Segments - Reconciliation of Adjusted EBITDA to Net Income (Loss) Attributable to Hilton Stockholders (Details) (USD $)

In Millions, unless otherwise specified

3 Months Ended

Mar. 31, 2014

Mar. 31, 2013

Segment Reporting [Abstract]

Adjusted EBITDA

$ 544

$ 447

Net income (loss) attributable to noncontrolling interests

(1)

(4)

Gain (loss) on foreign currency transactions

14

(43)

FF&E replacement reserve

(11)

(7)

Share based compensation

(13)

(2)

Other gain (loss), net

3

7

Other adjustment items

(13)

(11)

EBITDA

523

387

Interest expense

(153)

(143)

Interest expense included in equity in earnings (losses) from unconsolidated affiliates

(3)

(4)

Income tax benefit (expense)

(83)

(38)

Depreciation and amortization

(153)

(160)

Depreciation and amortization included in equity in earnings (losses) from unconsolidated affiliates

(8)

Net income (loss) attributable to Hilton Stockholders

$ 123

$ 34

Business Segments - Schedule of Assets by Segment (Details) (USD $)

In Millions, unless otherwise specified

Mar. 31, 2014

Dec. 31, 2013

Segment Reporting, Asset Reconciling Item [Line Items]

Total assets

$ 26,393

$ 26,562

Ownership [member]

Segment Reporting, Asset Reconciling Item [Line Items]

Total assets

11,685

11,936

Management and franchise [member]

Segment Reporting, Asset Reconciling Item [Line Items]

Total assets

10,848

11,016

Timeshare [member]

Segment Reporting, Asset Reconciling Item [Line Items]

Total assets

1,882

1,871

Corporate and other [member]

Segment Reporting, Asset Reconciling Item [Line Items]

Total assets

$ 1,978

$ 1,739

Business Segments - Schedule of Capital Expenditures by Segment (Details) (USD $)

In Millions, unless otherwise specified

3 Months Ended

Mar. 31, 2014

Mar. 31, 2013

Segment Reporting, Capital Expenditure Reconciling Item [Line Items]

Capital expenditures for property and equipment

$ 43

$ 57

Ownership [member]

Segment Reporting, Capital Expenditure Reconciling Item [Line Items]

Capital expenditures for property and equipment

42

53

Timeshare [member]

Segment Reporting, Capital Expenditure Reconciling Item [Line Items]

Capital expenditures for property and equipment

0

1

Corporate and other [member]

Segment Reporting, Capital Expenditure Reconciling Item [Line Items]

Capital expenditures for property and equipment

$ 1

$ 3

Commitments and Contingencies (Details) (USD $)

In Millions, unless otherwise specified

3 Months Ended

12 Months Ended

Mar. 31, 2014

Dec. 31, 2013

Mar. 31, 2014

Guarantees for debt and other obligations of third parties [member]

Mar. 31, 2014

Management contract performance guarantees [member]

Dec. 31, 2013

Management contract performance guarantees [member]

Mar. 31, 2014

Commitments for capital expenditures [member]

Dec. 31, 2013

Timeshare inventory purchase commitment [member]

Mar. 31, 2014

Timeshare inventory purchase commitment [member]

Dec. 31, 2010

Settlement guarantee [member]

Mar. 31, 2014

Settlement guarantee [member]

Commitments and Contingencies [Line Items]

Guarantor obligations, maximum exposure, undiscounted

$ 27

$ 150

$ 45

Guarantor Obligations, Term

seven months to nine years

2018 to 2030

Number of letters of credit pledged as collateral

2

Letters of credit outstanding, amount

27

Number of guarantees with pledged collateral

2

Number of contracts with performance guarantees

6

Current liabilities

1,986

2,142

9

Non-current liabilities

49

51

Purchase commitment, remaining minimum amount committed

133

Long-term purchase commitment, amount

92

Long-term purchase commitment, time period

4

Quarterly purchase commitment, amount

6

Purchase commitment satisfied

46

2014 contractual obligation

18

2015 contractual obligation

24

2016 contractual obligation

4

Litigation settlement, amount

$ 75

Subsequent Events (Details) (USD $)

In Millions, unless otherwise specified

3 Months Ended

1 Months Ended

Mar. 31, 2014

May 9, 2014

Subsequent event [member]

Subsequent Event [Line Items]

Grand islander proceeds

$ 37

Voluntary repayments of long-term debt

$ 200

$ 100