x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
27-4384691
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
7930 Jones Branch Drive, Suite 1100, McLean, VA
|
|
22102
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
Large accelerated filer
x
|
|
Accelerated filer
¨
|
Non-accelerated filer
¨
|
(Do not check if a smaller reporting company)
|
Smaller reporting company
¨
|
|
March 31,
|
|
December 31,
|
||||
2016
|
2015
|
||||||
|
(Unaudited)
|
|
|
||||
ASSETS
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
692
|
|
|
$
|
609
|
|
Restricted cash and cash equivalents
|
281
|
|
|
247
|
|
||
Accounts receivable, net of allowance for doubtful accounts of $32 and $30
|
913
|
|
|
876
|
|
||
Inventories
|
469
|
|
|
442
|
|
||
Current portion of financing receivables, net
|
124
|
|
|
129
|
|
||
Prepaid expenses
|
193
|
|
|
147
|
|
||
Income taxes receivable
|
28
|
|
|
97
|
|
||
Other
|
38
|
|
|
38
|
|
||
Total current assets (variable interest entities - $160 and $141)
|
2,738
|
|
|
2,585
|
|
||
Property, Intangibles and Other Assets:
|
|
|
|
||||
Property and equipment, net
|
9,098
|
|
|
9,119
|
|
||
Financing receivables, net
|
897
|
|
|
887
|
|
||
Investments in affiliates
|
127
|
|
|
138
|
|
||
Goodwill
|
5,890
|
|
|
5,887
|
|
||
Brands
|
4,920
|
|
|
4,919
|
|
||
Management and franchise contracts, net
|
1,114
|
|
|
1,149
|
|
||
Other intangible assets, net
|
563
|
|
|
586
|
|
||
Deferred income tax assets
|
77
|
|
|
78
|
|
||
Other
|
297
|
|
|
274
|
|
||
Total property, intangibles and other assets (variable interest entities - $603 and $481)
|
22,983
|
|
|
23,037
|
|
||
TOTAL ASSETS
|
$
|
25,721
|
|
|
$
|
25,622
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Accounts payable, accrued expenses and other
|
$
|
2,251
|
|
|
$
|
2,206
|
|
Current maturities of long-term debt
|
97
|
|
|
94
|
|
||
Current maturities of timeshare debt
|
96
|
|
|
110
|
|
||
Income taxes payable
|
101
|
|
|
33
|
|
||
Total current liabilities (variable interest entities - $250 and $157)
|
2,545
|
|
|
2,443
|
|
||
Long-term debt
|
9,878
|
|
|
9,857
|
|
||
Timeshare debt
|
377
|
|
|
392
|
|
||
Deferred revenues
|
228
|
|
|
283
|
|
||
Deferred income tax liabilities
|
4,593
|
|
|
4,630
|
|
||
Liability for guest loyalty program
|
803
|
|
|
784
|
|
||
Other
|
1,092
|
|
|
1,282
|
|
||
Total liabilities (variable interest entities - $804 and $627)
|
19,516
|
|
|
19,671
|
|
||
Commitments and contingencies - see Note 18
|
|
|
|
|
|
||
Equity:
|
|
|
|
||||
Preferred stock, $0.01 par value; 3,000,000,000 authorized shares, none issued or outstanding as of March 31, 2016 and December 31, 2015
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value; 30,000,000,000 authorized shares, 989,791,431 issued and 989,762,664 outstanding as of March 31, 2016 and 987,487,127 issued and 987,458,360 outstanding as of December 31, 2015
|
10
|
|
|
10
|
|
||
Additional paid-in capital
|
10,153
|
|
|
10,151
|
|
||
Accumulated deficit
|
(3,152
|
)
|
|
(3,392
|
)
|
||
Accumulated other comprehensive loss
|
(774
|
)
|
|
(784
|
)
|
||
Total Hilton stockholders' equity
|
6,237
|
|
|
5,985
|
|
||
Noncontrolling interests
|
(32
|
)
|
|
(34
|
)
|
||
Total equity
|
6,205
|
|
|
5,951
|
|
||
TOTAL LIABILITIES AND EQUITY
|
$
|
25,721
|
|
|
$
|
25,622
|
|
|
|
Three Months Ended
|
||||||
|
|
March 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Revenues
|
|
|
|
|
||||
Owned and leased hotels
|
|
$
|
967
|
|
|
$
|
957
|
|
Management and franchise fees and other
|
|
386
|
|
|
371
|
|
||
Timeshare
|
|
326
|
|
|
321
|
|
||
|
|
1,679
|
|
|
1,649
|
|
||
Other revenues from managed and franchised properties
|
|
1,071
|
|
|
950
|
|
||
Total revenues
|
|
2,750
|
|
|
2,599
|
|
||
|
|
|
|
|
||||
Expenses
|
|
|
|
|
||||
Owned and leased hotels
|
|
756
|
|
|
768
|
|
||
Timeshare
|
|
217
|
|
|
234
|
|
||
Depreciation and amortization
|
|
169
|
|
|
175
|
|
||
Impairment loss
|
|
15
|
|
|
—
|
|
||
General, administrative and other
|
|
113
|
|
|
127
|
|
||
|
|
1,270
|
|
|
1,304
|
|
||
Other expenses from managed and franchised properties
|
|
1,071
|
|
|
950
|
|
||
Total expenses
|
|
2,341
|
|
|
2,254
|
|
||
|
|
|
|
|
||||
Gain on sales of assets, net
|
|
—
|
|
|
145
|
|
||
|
|
|
|
|
||||
Operating income
|
|
409
|
|
|
490
|
|
||
|
|
|
|
|
||||
Interest income
|
|
3
|
|
|
6
|
|
||
Interest expense
|
|
(139
|
)
|
|
(144
|
)
|
||
Equity in earnings from unconsolidated affiliates
|
|
3
|
|
|
4
|
|
||
Loss on foreign currency transactions
|
|
(12
|
)
|
|
(18
|
)
|
||
Other loss, net
|
|
—
|
|
|
(25
|
)
|
||
|
|
|
|
|
||||
Income before income taxes
|
|
264
|
|
|
313
|
|
||
|
|
|
|
|
||||
Income tax benefit (expense)
|
|
46
|
|
|
(163
|
)
|
||
|
|
|
|
|
||||
Net income
|
|
310
|
|
|
150
|
|
||
Net income attributable to noncontrolling interests
|
|
(1
|
)
|
|
—
|
|
||
Net income attributable to Hilton stockholders
|
|
$
|
309
|
|
|
$
|
150
|
|
|
|
|
|
|
||||
Earnings per share
|
|
|
|
|
||||
Basic
|
|
$
|
0.31
|
|
|
$
|
0.15
|
|
Diluted
|
|
$
|
0.31
|
|
|
$
|
0.15
|
|
|
|
|
|
|
||||
Cash dividends declared per share
|
|
$
|
0.07
|
|
|
$
|
—
|
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2016
|
|
2015
|
||||
Net income
|
$
|
310
|
|
|
$
|
150
|
|
Other comprehensive income (loss), net of tax benefit (expense):
|
|
|
|
||||
Currency translation adjustment, net of tax of
$(3) and $(91)
|
13
|
|
|
(234
|
)
|
||
Pension liability adjustment, net of tax of $(1) and $(1)
|
1
|
|
|
1
|
|
||
Cash flow hedge adjustment, net of tax of $4 and $4
|
(6
|
)
|
|
(7
|
)
|
||
Total other comprehensive income (loss)
|
8
|
|
|
(240
|
)
|
||
|
|
|
|
||||
Comprehensive income (loss)
|
318
|
|
|
(90
|
)
|
||
Comprehensive loss attributable to noncontrolling interests
|
1
|
|
|
—
|
|
||
Comprehensive income (loss) attributable to Hilton stockholders
|
$
|
319
|
|
|
$
|
(90
|
)
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2016
|
|
2015
|
||||
Operating Activities
|
|
|
|
||||
Net income
|
$
|
310
|
|
|
$
|
150
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
169
|
|
|
175
|
|
||
Impairment loss
|
15
|
|
|
—
|
|
||
Gain on sales of assets, net
|
—
|
|
|
(145
|
)
|
||
Equity in earnings from unconsolidated affiliates
|
(3
|
)
|
|
(4
|
)
|
||
Loss on foreign currency transactions
|
12
|
|
|
18
|
|
||
Other loss, net
|
—
|
|
|
25
|
|
||
Share-based compensation
|
11
|
|
|
19
|
|
||
Distributions from unconsolidated affiliates
|
5
|
|
|
12
|
|
||
Deferred income taxes
|
(32
|
)
|
|
40
|
|
||
Change in restricted cash and cash equivalents
|
(14
|
)
|
|
(2
|
)
|
||
Working capital changes and other
|
(161
|
)
|
|
(2
|
)
|
||
Net cash provided by operating activities
|
312
|
|
|
286
|
|
||
|
|
|
|
||||
Investing Activities
|
|
|
|
||||
Capital expenditures for property and equipment
|
(84
|
)
|
|
(88
|
)
|
||
Acquisitions, net of cash acquired
|
—
|
|
|
(1,298
|
)
|
||
Payments received on other financing receivables
|
1
|
|
|
1
|
|
||
Issuance of other financing receivables
|
(9
|
)
|
|
(2
|
)
|
||
Distributions from unconsolidated affiliates
|
2
|
|
|
2
|
|
||
Proceeds from asset dispositions
|
—
|
|
|
1,869
|
|
||
Change in restricted cash and cash equivalents
|
14
|
|
|
—
|
|
||
Contract acquisition costs
|
(9
|
)
|
|
(11
|
)
|
||
Capitalized software costs
|
(11
|
)
|
|
(8
|
)
|
||
Net cash provided by (used in) investing activities
|
(96
|
)
|
|
465
|
|
||
|
|
|
|
||||
Financing Activities
|
|
|
|
||||
Repayment of debt
|
(32
|
)
|
|
(710
|
)
|
||
Change in restricted cash and cash equivalents
|
(34
|
)
|
|
(57
|
)
|
||
Dividends paid
|
(69
|
)
|
|
—
|
|
||
Distributions to noncontrolling interests
|
(2
|
)
|
|
(2
|
)
|
||
Excess tax benefits from share-based compensation
|
—
|
|
|
8
|
|
||
Net cash used in financing activities
|
(137
|
)
|
|
(761
|
)
|
||
|
|
|
|
||||
Effect of exchange rate changes on cash and cash equivalents
|
4
|
|
|
(9
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
83
|
|
|
(19
|
)
|
||
Cash and cash equivalents, beginning of period
|
609
|
|
|
566
|
|
||
|
|
|
|
||||
Cash and cash equivalents, end of period
|
$
|
692
|
|
|
$
|
547
|
|
|
|
|
|
||||
Supplemental Disclosures
|
|
|
|
||||
Cash paid during the year:
|
|
|
|
||||
Interest
|
$
|
86
|
|
|
$
|
88
|
|
Income taxes, net of refunds
|
39
|
|
|
20
|
|
||
|
|
|
|
||||
Non-cash investing activities:
|
|
|
|
||||
Conversion of property and equipment to timeshare inventory
|
(22
|
)
|
|
—
|
|
||
Long-term debt assumed
|
—
|
|
|
(450
|
)
|
||
|
|
|
|
||||
Non-cash financing activities:
|
|
|
|
||||
Long-term debt assumed
|
—
|
|
|
450
|
|
|
Equity Attributable to Hilton Stockholders
|
|
|
|
|
|||||||||||||||||||||
|
|
|
|
|
Additional
Paid-in
Capital
|
|
Accumulated Deficit
|
|
Accumulated
Other
Comprehensive
Loss
|
|
|
|
|
|||||||||||||
|
Common Stock
|
|
|
|
|
Noncontrolling
Interests
|
|
|
||||||||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
|
Total
|
|||||||||||||||||
Balance as of December 31, 2015
|
987
|
|
|
$
|
10
|
|
|
$
|
10,151
|
|
|
$
|
(3,392
|
)
|
|
$
|
(784
|
)
|
|
$
|
(34
|
)
|
|
$
|
5,951
|
|
Share-based compensation
|
3
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
309
|
|
|
—
|
|
|
1
|
|
|
310
|
|
||||||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|
(2
|
)
|
|
13
|
|
||||||
Pension liability adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||
Cash flow hedge adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
(2
|
)
|
|
8
|
|
||||||
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(69
|
)
|
|
—
|
|
|
—
|
|
|
(69
|
)
|
||||||
Cumulative effect of the adoption of ASU 2015-02
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
5
|
|
||||||
Distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
||||||
Balance as of March 31, 2016
|
990
|
|
|
$
|
10
|
|
|
$
|
10,153
|
|
|
$
|
(3,152
|
)
|
|
$
|
(774
|
)
|
|
$
|
(32
|
)
|
|
$
|
6,205
|
|
|
Equity Attributable to Hilton Stockholders
|
|
|
|
|
|||||||||||||||||||||
|
|
|
|
|
Additional
Paid-in
Capital
|
|
Accumulated Deficit
|
|
Accumulated
Other
Comprehensive
Loss
|
|
|
|
|
|||||||||||||
|
Common Stock
|
|
|
|
|
Noncontrolling
Interests
|
|
|
||||||||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
|
Total
|
|||||||||||||||||
Balance as of December 31, 2014
|
985
|
|
|
$
|
10
|
|
|
$
|
10,028
|
|
|
$
|
(4,658
|
)
|
|
$
|
(628
|
)
|
|
$
|
(38
|
)
|
|
$
|
4,714
|
|
Share-based compensation
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
150
|
|
|
—
|
|
|
—
|
|
|
150
|
|
||||||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(234
|
)
|
|
—
|
|
|
(234
|
)
|
||||||
Pension liability adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||
Cash flow hedge adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
(7
|
)
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(240
|
)
|
|
—
|
|
|
(240
|
)
|
||||||
Distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
||||||
Balance as of March 31, 2015
|
987
|
|
|
$
|
10
|
|
|
$
|
10,028
|
|
|
$
|
(4,508
|
)
|
|
$
|
(868
|
)
|
|
$
|
(40
|
)
|
|
$
|
4,622
|
|
•
|
In April 2016, the FASB issued ASU No. 2016-10,
Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing.
This ASU provides implementation guidance related to identifying performance obligations and licensing.
|
•
|
In March 2016, the FASB issued ASU No. 2016-08,
Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net)
. This ASU provides implementation guidance for principal versus agent considerations set forth in ASU 2014-09.
|
•
|
In August 2015, the FASB issued ASU No. 2015-14,
Revenue from Contracts with Customers (Topic 606) - Deferral of the Effective Date
, which deferred the effective date of ASU 2014-09 for reporting periods beginning after December 15, 2016 to reporting periods beginning after December 15, 2017.
|
•
|
the resort complex consisting of the Waldorf Astoria Orlando and the Hilton Orlando Bonnet Creek in Orlando, Florida (the "Bonnet Creek Resort");
|
•
|
the Casa Marina Resort in Key West, Florida;
|
•
|
the Reach Resort in Key West, Florida; and
|
•
|
the Parc 55 in San Francisco, California.
|
|
March 31,
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||||
|
(in millions)
|
||||||
Land
|
$
|
3,473
|
|
|
$
|
3,486
|
|
Buildings and leasehold improvements
|
6,427
|
|
|
6,410
|
|
||
Furniture and equipment
|
1,309
|
|
|
1,263
|
|
||
Construction-in-progress
|
140
|
|
|
80
|
|
||
|
11,349
|
|
|
11,239
|
|
||
Accumulated depreciation and amortization
|
(2,251
|
)
|
|
(2,120
|
)
|
||
|
$
|
9,098
|
|
|
$
|
9,119
|
|
|
March 31, 2016
|
||||||||||||||
|
Securitized Timeshare
|
|
Unsecuritized Timeshare
(1)
|
|
Other
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Financing receivables
|
$
|
280
|
|
|
$
|
667
|
|
|
$
|
45
|
|
|
$
|
992
|
|
Less: allowance for loan loss
|
(12
|
)
|
|
(83
|
)
|
|
—
|
|
|
(95
|
)
|
||||
|
268
|
|
|
584
|
|
|
45
|
|
|
897
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Current portion of financing receivables
|
55
|
|
|
79
|
|
|
2
|
|
|
136
|
|
||||
Less: allowance for loan loss
|
(2
|
)
|
|
(10
|
)
|
|
—
|
|
|
(12
|
)
|
||||
|
53
|
|
|
69
|
|
|
2
|
|
|
124
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total financing receivables
|
$
|
321
|
|
|
$
|
653
|
|
|
$
|
47
|
|
|
$
|
1,021
|
|
|
December 31, 2015
|
||||||||||||||
|
Securitized Timeshare
|
|
Unsecuritized Timeshare
(1)
|
|
Other
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Financing receivables
|
$
|
309
|
|
|
$
|
632
|
|
|
$
|
39
|
|
|
$
|
980
|
|
Less: allowance for loan loss
|
(14
|
)
|
|
(79
|
)
|
|
—
|
|
|
(93
|
)
|
||||
|
295
|
|
|
553
|
|
|
39
|
|
|
887
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Current portion of financing receivables
|
58
|
|
|
83
|
|
|
1
|
|
|
142
|
|
||||
Less: allowance for loan loss
|
(3
|
)
|
|
(10
|
)
|
|
—
|
|
|
(13
|
)
|
||||
|
55
|
|
|
73
|
|
|
1
|
|
|
129
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total financing receivables
|
$
|
350
|
|
|
$
|
626
|
|
|
$
|
40
|
|
|
$
|
1,016
|
|
(1)
|
Included in this balance, we had
$164 million
and
$163 million
of gross timeshare financing receivables securing our revolving non-recourse timeshare financing receivables credit facility (the "Timeshare Facility"), as of
March 31, 2016
and
December 31, 2015
, respectively.
|
|
Securitized Timeshare
|
|
Unsecuritized Timeshare
|
||||
Year
|
(in millions)
|
||||||
2016 (remaining)
|
$
|
41
|
|
|
$
|
62
|
|
2017
|
57
|
|
|
72
|
|
||
2018
|
56
|
|
|
75
|
|
||
2019
|
52
|
|
|
78
|
|
||
2020
|
47
|
|
|
80
|
|
||
Thereafter
|
82
|
|
|
379
|
|
||
|
335
|
|
|
746
|
|
||
Less: allowance for loan loss
|
(14
|
)
|
|
(93
|
)
|
||
|
$
|
321
|
|
|
$
|
653
|
|
|
March 31,
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||||
|
(in millions)
|
||||||
Current
|
$
|
1,031
|
|
|
$
|
1,035
|
|
30 - 89 days past due
|
17
|
|
|
15
|
|
||
90 - 119 days past due
|
5
|
|
|
4
|
|
||
120 days and greater past due
|
28
|
|
|
28
|
|
||
|
$
|
1,081
|
|
|
$
|
1,082
|
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(in millions)
|
||||||
Beginning balance
|
$
|
106
|
|
|
$
|
96
|
|
Write-offs
|
(9
|
)
|
|
(6
|
)
|
||
Provision for loan loss
|
10
|
|
|
7
|
|
||
Ending balance
|
$
|
107
|
|
|
$
|
97
|
|
|
March 31,
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||||
|
(in millions)
|
||||||
Equity investments
|
$
|
118
|
|
|
$
|
129
|
|
Other investments
|
9
|
|
|
9
|
|
||
|
$
|
127
|
|
|
$
|
138
|
|
|
March 31,
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||||
|
(in millions)
|
||||||
Cash and cash equivalents
|
$
|
54
|
|
|
$
|
46
|
|
Restricted cash and cash equivalents
|
22
|
|
|
15
|
|
||
Accounts receivable, net
|
21
|
|
|
19
|
|
||
Property and equipment, net
|
221
|
|
|
72
|
|
||
Financing receivables, net
|
321
|
|
|
350
|
|
||
Deferred income tax assets
|
62
|
|
|
62
|
|
||
Other non-current assets
|
53
|
|
|
52
|
|
||
Accounts payable, accrued expenses and other
|
42
|
|
|
35
|
|
||
Long-term debt
|
371
|
|
|
219
|
|
||
Timeshare debt
|
323
|
|
|
353
|
|
|
March 31,
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||||
|
(in millions)
|
||||||
Senior secured term loan facility with a rate of 3.50%, due 2020
|
$
|
4,225
|
|
|
$
|
4,225
|
|
Senior notes with a rate of 5.625%, due 2021
|
1,500
|
|
|
1,500
|
|
||
Commercial mortgage-backed securities loan with an average rate of 4.15%, due 2018
(1)
|
3,418
|
|
|
3,418
|
|
||
Mortgage loans and other property debt with an average rate of 4.21%, due 2016 to 2022
(2)
|
621
|
|
|
616
|
|
||
Other unsecured notes with a rate of 7.50%, due 2017
|
54
|
|
|
54
|
|
||
Capital lease obligations with an average rate of 6.38%, due 2018 to 2097
|
258
|
|
|
245
|
|
||
|
10,076
|
|
|
10,058
|
|
||
Less: current maturities of long-term debt
(3)
|
(97
|
)
|
|
(94
|
)
|
||
Less: unamortized deferred financing costs and discount
|
(101
|
)
|
|
(107
|
)
|
||
|
$
|
9,878
|
|
|
$
|
9,857
|
|
(1)
|
The current maturity date of the variable-rate component of this borrowing is November 1, 2016. We assumed all extensions, which are solely at our option, were exercised.
|
(2)
|
For mortgage loans with maturity date extensions that are solely at our option, we assumed they were exercised.
|
(3)
|
Net of unamortized deferred financing costs expected to be amortized in the next twelve months.
|
|
March 31,
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||||
|
(in millions)
|
||||||
Timeshare Facility with a rate of 1.44%, due 2017
|
$
|
150
|
|
|
$
|
150
|
|
Securitized Timeshare Debt with an average rate of 1.97%, due 2026
|
326
|
|
|
356
|
|
||
|
476
|
|
|
506
|
|
||
Less: current maturities of timeshare debt
(1)
|
(96
|
)
|
|
(110
|
)
|
||
Less: unamortized deferred financing costs
|
(3
|
)
|
|
(4
|
)
|
||
|
$
|
377
|
|
|
$
|
392
|
|
(1)
|
Net of unamortized deferred financing costs expected to be amortized in the next twelve months.
|
|
Long-term Debt
|
|
Timeshare Debt
|
||||
Year
|
(in millions)
|
||||||
2016 (remaining)
|
$
|
115
|
|
|
$
|
77
|
|
2017
|
70
|
|
|
216
|
|
||
2018
(1)
|
3,449
|
|
|
49
|
|
||
2019
(1)
|
444
|
|
|
38
|
|
||
2020
|
4,254
|
|
|
30
|
|
||
Thereafter
(1)
|
1,744
|
|
|
66
|
|
||
|
$
|
10,076
|
|
|
$
|
476
|
|
(1)
|
We assumed all extensions that are solely at our option for purposes of calculating maturity dates.
|
|
|
|
Fair Value
|
||||||
|
|
|
March 31,
|
|
December 31,
|
||||
|
Balance Sheet Classification
|
|
2016
|
|
2015
|
||||
|
|
|
(in millions)
|
||||||
Cash Flow Hedges:
|
|
|
|
|
|
||||
Interest rate swaps
|
Other liabilities
|
|
$
|
24
|
|
|
$
|
15
|
|
|
|
|
|
|
|
||||
Non-designated Hedges:
|
|
|
|
|
|
||||
Interest rate caps
(1)
|
Other assets
|
|
—
|
|
|
—
|
|
||
Forward contracts
|
Other assets
|
|
2
|
|
|
1
|
|
||
Forward contracts
|
Accounts payable, accrued expenses and other
|
|
3
|
|
|
1
|
|
(1)
|
The fair values of our interest rate caps were less than $1 million as of
March 31, 2016
and
December 31, 2015
.
|
|
|
|
Three Months Ended March 31,
|
||||||
|
Classification of Gain (Loss) Recognized
|
|
2016
|
|
2015
|
||||
|
|
|
(in millions)
|
||||||
Cash Flow Hedges:
|
|
|
|
|
|
||||
Interest rate swaps
(1)
|
Other comprehensive income (loss)
|
|
$
|
(10
|
)
|
|
$
|
(11
|
)
|
|
|
|
|
|
|
||||
Non-designated Hedges:
|
|
|
|
|
|
||||
Forward contracts
|
Gain (loss) on foreign currency transactions
|
|
1
|
|
|
(2
|
)
|
(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, 2016
and
2015
.
|
|
March 31, 2016
|
||||||||||||||
|
|
|
Hierarchy Level
|
||||||||||||
|
Carrying Amount
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
|
(in millions)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
338
|
|
|
$
|
—
|
|
|
$
|
338
|
|
|
$
|
—
|
|
Restricted cash equivalents
|
21
|
|
|
—
|
|
|
21
|
|
|
—
|
|
||||
Timeshare financing receivables
(2)
|
974
|
|
|
—
|
|
|
—
|
|
|
1,080
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Long-term debt
(1)(3)
|
9,680
|
|
|
1,618
|
|
|
—
|
|
|
8,287
|
|
||||
Timeshare debt
(3)
|
473
|
|
|
—
|
|
|
—
|
|
|
473
|
|
||||
Interest rate swaps
|
24
|
|
|
—
|
|
|
24
|
|
|
—
|
|
|
December 31, 2015
|
||||||||||||||
|
|
|
Hierarchy Level
|
||||||||||||
|
Carrying Amount
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
|
(in millions)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
327
|
|
|
$
|
—
|
|
|
$
|
327
|
|
|
$
|
—
|
|
Restricted cash equivalents
|
18
|
|
|
—
|
|
|
18
|
|
|
—
|
|
||||
Timeshare financing receivables
(2)
|
976
|
|
|
—
|
|
|
—
|
|
|
1,080
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Long-term debt
(1)(3)
|
9,673
|
|
|
1,619
|
|
|
—
|
|
|
8,267
|
|
||||
Timeshare debt
(3)
|
502
|
|
|
—
|
|
|
—
|
|
|
506
|
|
||||
Interest rate swaps
|
15
|
|
|
—
|
|
|
15
|
|
|
—
|
|
(1)
|
Excludes capital lease obligations with a carrying value of
$258 million
and
$245 million
as of
March 31, 2016
and
December 31, 2015
, respectively, and mortgage loans of consolidated VIEs with a carrying value of
$37 million
and
$32 million
, respectively.
|
(2)
|
Carrying amount includes allowance for loan loss.
|
(3)
|
Carrying amount includes unamortized deferred financing costs and discount.
|
Expected volatility
(1)
|
32.00
|
%
|
Dividend yield
(2)
|
1.43
|
%
|
Risk-free rate
(3)
|
1.36
|
%
|
Expected term (in years)
(4)
|
6.0
|
|
(1)
|
Due to limited trading history of 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 in addition to our historical and implied volatility. 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)
|
Estimated based on the expected annualized dividend payment.
|
(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.
|
Expected volatility
(1)
|
31.00
|
%
|
Dividend yield
(2)
|
—
|
%
|
Risk-free rate
(3)
|
0.92
|
%
|
Expected term (in years)
(4)
|
2.8
|
|
(1)
|
Due to limited trading history of 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 in addition to our historical and implied volatility. 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)
|
As dividends are assumed to be reinvested in shares of common stock and dividends will not be paid to the participants of the performance shares unless the shares vest, we utilized a dividend yield of zero percent.
|
(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.
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(in millions, except per share amounts)
|
||||||
Basic EPS:
|
|
|
|
||||
Numerator:
|
|
|
|
||||
Net income attributable to Hilton stockholders
|
$
|
309
|
|
|
$
|
150
|
|
Denominator:
|
|
|
|
||||
Weighted average shares outstanding
|
987
|
|
|
986
|
|
||
Basic EPS
|
$
|
0.31
|
|
|
$
|
0.15
|
|
|
|
|
|
||||
Diluted EPS:
|
|
|
|
||||
Numerator:
|
|
|
|
||||
Net income attributable to Hilton stockholders
|
$
|
309
|
|
|
$
|
150
|
|
Denominator:
|
|
|
|
||||
Weighted average shares outstanding
|
989
|
|
|
988
|
|
||
Diluted EPS
|
$
|
0.31
|
|
|
$
|
0.15
|
|
|
Currency Translation Adjustment
(1)
|
|
Pension Liability Adjustment
|
|
Cash Flow Hedge Adjustment
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Balance as of December 31, 2015
|
$
|
(580
|
)
|
|
$
|
(194
|
)
|
|
$
|
(10
|
)
|
|
$
|
(784
|
)
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income (loss) before reclassifications
|
15
|
|
|
—
|
|
|
(6
|
)
|
|
9
|
|
||||
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||
Net current period other comprehensive income (loss)
|
15
|
|
|
1
|
|
|
(6
|
)
|
|
10
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Balance as of March 31, 2016
|
$
|
(565
|
)
|
|
$
|
(193
|
)
|
|
$
|
(16
|
)
|
|
$
|
(774
|
)
|
|
Currency Translation Adjustment
(1)
|
|
Pension Liability Adjustment
|
|
Cash Flow Hedge Adjustment
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Balance as of December 31, 2014
|
$
|
(446
|
)
|
|
$
|
(179
|
)
|
|
$
|
(3
|
)
|
|
$
|
(628
|
)
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive loss before reclassifications
|
(234
|
)
|
|
(1
|
)
|
|
(7
|
)
|
|
(242
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||
Net current period other comprehensive income (loss)
|
(234
|
)
|
|
1
|
|
|
(7
|
)
|
|
(240
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Balance as of March 31, 2015
|
$
|
(680
|
)
|
|
$
|
(178
|
)
|
|
$
|
(10
|
)
|
|
$
|
(868
|
)
|
(1)
|
Includes net investment hedges and intra-entity foreign currency transactions that are of a long-term investment nature.
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(in millions)
|
||||||
Pension liability adjustment:
|
|
|
|
||||
Amortization of prior service cost
(1)
|
$
|
(1
|
)
|
|
$
|
(1
|
)
|
Amortization of net loss
(1)
|
(1
|
)
|
|
(2
|
)
|
||
Tax benefit
(2)
|
1
|
|
|
1
|
|
||
Total pension liability adjustment reclassifications for the period, net of taxes
|
(1
|
)
|
|
(2
|
)
|
||
|
|
|
|
||||
Total reclassifications for the period, net of tax
|
$
|
(1
|
)
|
|
$
|
(2
|
)
|
(1)
|
Reclassified out of accumulated other comprehensive loss to general, administrative and other in our condensed consolidated statements of operations. These amounts were included in the computation of net periodic pension cost (credit).
|
(2)
|
Reclassified out of accumulated other comprehensive loss to income tax expense in our condensed consolidated statements of operations.
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(in millions)
|
||||||
Revenues
|
|
|
|
||||
Ownership
|
$
|
974
|
|
|
$
|
964
|
|
Management and franchise
|
409
|
|
|
391
|
|
||
Timeshare
|
326
|
|
|
321
|
|
||
Segment revenues
|
1,709
|
|
|
1,676
|
|
||
Other revenues from managed and franchised properties
|
1,071
|
|
|
950
|
|
||
Other revenues
|
22
|
|
|
21
|
|
||
Intersegment fees elimination
(2)
|
(52
|
)
|
|
(48
|
)
|
||
Total revenues
|
$
|
2,750
|
|
|
$
|
2,599
|
|
|
|
|
|
||||
Adjusted EBITDA
|
|
|
|
||||
Ownership
(1)
|
$
|
207
|
|
|
$
|
190
|
|
Management and franchise
|
409
|
|
|
391
|
|
||
Timeshare
|
95
|
|
|
74
|
|
||
Corporate and other
|
(58
|
)
|
|
(56
|
)
|
||
Adjusted EBITDA
(2)
|
$
|
653
|
|
|
$
|
599
|
|
(1)
|
Includes unconsolidated affiliate Adjusted EBITDA.
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(in millions)
|
||||||
Rental and other fees
(a)
|
$
|
6
|
|
|
$
|
6
|
|
Management, royalty and intellectual property fees
(b)
|
33
|
|
|
30
|
|
||
Licensing fee
(c)
|
10
|
|
|
9
|
|
||
Laundry services
(d)
|
2
|
|
|
2
|
|
||
Other
(e)
|
1
|
|
|
1
|
|
||
Intersegment fees elimination
|
$
|
52
|
|
|
$
|
48
|
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(in millions)
|
||||||
Net income attributable to Hilton stockholders
|
$
|
309
|
|
|
$
|
150
|
|
Interest expense
|
139
|
|
|
144
|
|
||
Income tax expense (benefit)
|
(46
|
)
|
|
163
|
|
||
Depreciation and amortization
|
169
|
|
|
175
|
|
||
Interest expense, income tax and depreciation and amortization included in equity in earnings from unconsolidated affiliates
|
8
|
|
|
7
|
|
||
EBITDA
|
579
|
|
|
639
|
|
||
Net income attributable to noncontrolling interests
|
1
|
|
|
—
|
|
||
Gain on sales of assets, net
|
—
|
|
|
(145
|
)
|
||
Loss on foreign currency transactions
|
12
|
|
|
18
|
|
||
FF&E replacement reserve
|
13
|
|
|
13
|
|
||
Share-based compensation expense
|
18
|
|
|
30
|
|
||
Impairment loss
|
15
|
|
|
—
|
|
||
Other loss, net
|
—
|
|
|
25
|
|
||
Other adjustment items
|
15
|
|
|
19
|
|
||
Adjusted EBITDA
|
$
|
653
|
|
|
$
|
599
|
|
|
March 31,
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||||
|
(in millions)
|
||||||
Ownership
|
$
|
11,361
|
|
|
$
|
11,269
|
|
Management and franchise
|
10,365
|
|
|
10,392
|
|
||
Timeshare
|
1,997
|
|
|
1,935
|
|
||
Corporate and other
|
1,998
|
|
|
2,026
|
|
||
|
$
|
25,721
|
|
|
$
|
25,622
|
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(in millions)
|
||||||
Ownership
|
$
|
77
|
|
|
$
|
82
|
|
Timeshare
|
3
|
|
|
2
|
|
||
Corporate and other
|
4
|
|
|
4
|
|
||
|
$
|
84
|
|
|
$
|
88
|
|
|
March 31, 2016
|
||||||||||||||||||||||
Parent
|
|
Subsidiary Issuers
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
|||||||||||||
|
(in millions)
|
||||||||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
257
|
|
|
$
|
435
|
|
|
$
|
—
|
|
|
$
|
692
|
|
Restricted cash and cash equivalents
|
—
|
|
|
—
|
|
|
161
|
|
|
120
|
|
|
—
|
|
|
281
|
|
||||||
Accounts receivable, net
|
—
|
|
|
—
|
|
|
541
|
|
|
372
|
|
|
—
|
|
|
913
|
|
||||||
Intercompany receivables
|
—
|
|
|
—
|
|
|
69
|
|
|
—
|
|
|
(69
|
)
|
|
—
|
|
||||||
Inventories
|
—
|
|
|
—
|
|
|
447
|
|
|
22
|
|
|
—
|
|
|
469
|
|
||||||
Current portion of financing receivables, net
|
—
|
|
|
—
|
|
|
52
|
|
|
72
|
|
|
—
|
|
|
124
|
|
||||||
Prepaid expenses
|
—
|
|
|
—
|
|
|
83
|
|
|
123
|
|
|
(13
|
)
|
|
193
|
|
||||||
Income taxes receivable
|
—
|
|
|
—
|
|
|
28
|
|
|
—
|
|
|
—
|
|
|
28
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
7
|
|
|
31
|
|
|
—
|
|
|
38
|
|
||||||
Total current assets
|
—
|
|
|
—
|
|
|
1,645
|
|
|
1,175
|
|
|
(82
|
)
|
|
2,738
|
|
||||||
Property, Intangibles and Other Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Property and equipment, net
|
—
|
|
|
—
|
|
|
300
|
|
|
8,820
|
|
|
(22
|
)
|
|
9,098
|
|
||||||
Financing receivables, net
|
—
|
|
|
—
|
|
|
489
|
|
|
408
|
|
|
—
|
|
|
897
|
|
||||||
Investments in affiliates
|
—
|
|
|
—
|
|
|
81
|
|
|
46
|
|
|
—
|
|
|
127
|
|
||||||
Investments in subsidiaries
|
6,226
|
|
|
11,946
|
|
|
5,271
|
|
|
—
|
|
|
(23,443
|
)
|
|
—
|
|
||||||
Goodwill
|
—
|
|
|
—
|
|
|
3,851
|
|
|
2,039
|
|
|
—
|
|
|
5,890
|
|
||||||
Brands
|
—
|
|
|
—
|
|
|
4,405
|
|
|
515
|
|
|
—
|
|
|
4,920
|
|
||||||
Management and franchise contracts, net
|
—
|
|
|
—
|
|
|
847
|
|
|
267
|
|
|
—
|
|
|
1,114
|
|
||||||
Other intangible assets, net
|
—
|
|
|
—
|
|
|
386
|
|
|
177
|
|
|
—
|
|
|
563
|
|
||||||
Deferred income tax assets
|
11
|
|
|
6
|
|
|
—
|
|
|
77
|
|
|
(17
|
)
|
|
77
|
|
||||||
Other
|
—
|
|
|
9
|
|
|
180
|
|
|
108
|
|
|
—
|
|
|
297
|
|
||||||
Total property, intangibles and other assets
|
6,237
|
|
|
11,961
|
|
|
15,810
|
|
|
12,457
|
|
|
(23,482
|
)
|
|
22,983
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
TOTAL ASSETS
|
$
|
6,237
|
|
|
$
|
11,961
|
|
|
$
|
17,455
|
|
|
$
|
13,632
|
|
|
$
|
(23,564
|
)
|
|
$
|
25,721
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable, accrued expenses and other
|
$
|
—
|
|
|
$
|
60
|
|
|
$
|
1,536
|
|
|
$
|
668
|
|
|
$
|
(13
|
)
|
|
$
|
2,251
|
|
Intercompany payables
|
—
|
|
|
—
|
|
|
—
|
|
|
76
|
|
|
(76
|
)
|
|
—
|
|
||||||
Current maturities of long-term debt
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
109
|
|
|
—
|
|
|
97
|
|
||||||
Current maturities of timeshare debt
|
—
|
|
|
—
|
|
|
—
|
|
|
96
|
|
|
—
|
|
|
96
|
|
||||||
Income taxes payable
|
—
|
|
|
—
|
|
|
63
|
|
|
38
|
|
|
—
|
|
|
101
|
|
||||||
Total current liabilities
|
—
|
|
|
48
|
|
|
1,599
|
|
|
987
|
|
|
(89
|
)
|
|
2,545
|
|
||||||
Long-term debt
|
—
|
|
|
5,663
|
|
|
54
|
|
|
4,161
|
|
|
—
|
|
|
9,878
|
|
||||||
Timeshare debt
|
—
|
|
|
—
|
|
|
—
|
|
|
377
|
|
|
—
|
|
|
377
|
|
||||||
Deferred revenues
|
—
|
|
|
—
|
|
|
228
|
|
|
—
|
|
|
—
|
|
|
228
|
|
||||||
Deferred income tax liabilities
|
—
|
|
|
—
|
|
|
2,005
|
|
|
2,605
|
|
|
(17
|
)
|
|
4,593
|
|
||||||
Liability for guest loyalty program
|
—
|
|
|
—
|
|
|
803
|
|
|
—
|
|
|
—
|
|
|
803
|
|
||||||
Other
|
—
|
|
|
24
|
|
|
820
|
|
|
248
|
|
|
—
|
|
|
1,092
|
|
||||||
Total liabilities
|
—
|
|
|
5,735
|
|
|
5,509
|
|
|
8,378
|
|
|
(106
|
)
|
|
19,516
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total Hilton stockholders' equity
|
6,237
|
|
|
6,226
|
|
|
11,946
|
|
|
5,286
|
|
|
(23,458
|
)
|
|
6,237
|
|
||||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(32
|
)
|
|
—
|
|
|
(32
|
)
|
||||||
Total equity
|
6,237
|
|
|
6,226
|
|
|
11,946
|
|
|
5,254
|
|
|
(23,458
|
)
|
|
6,205
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
TOTAL LIABILITIES AND EQUITY
|
$
|
6,237
|
|
|
$
|
11,961
|
|
|
$
|
17,455
|
|
|
$
|
13,632
|
|
|
$
|
(23,564
|
)
|
|
$
|
25,721
|
|
|
December 31, 2015
|
||||||||||||||||||||||
Parent
|
|
Subsidiary Issuers
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
|||||||||||||
|
(in millions)
|
||||||||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
223
|
|
|
$
|
386
|
|
|
$
|
—
|
|
|
$
|
609
|
|
Restricted cash and cash equivalents
|
—
|
|
|
—
|
|
|
148
|
|
|
99
|
|
|
—
|
|
|
247
|
|
||||||
Accounts receivable, net
|
—
|
|
|
—
|
|
|
501
|
|
|
375
|
|
|
—
|
|
|
876
|
|
||||||
Intercompany receivables
|
—
|
|
|
—
|
|
|
89
|
|
|
—
|
|
|
(89
|
)
|
|
—
|
|
||||||
Inventories
|
—
|
|
|
—
|
|
|
419
|
|
|
23
|
|
|
—
|
|
|
442
|
|
||||||
Current portion of financing receivables, net
|
—
|
|
|
—
|
|
|
55
|
|
|
74
|
|
|
—
|
|
|
129
|
|
||||||
Prepaid expenses
|
—
|
|
|
—
|
|
|
39
|
|
|
129
|
|
|
(21
|
)
|
|
147
|
|
||||||
Income taxes receivable
|
—
|
|
|
—
|
|
|
120
|
|
|
—
|
|
|
(23
|
)
|
|
97
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
9
|
|
|
29
|
|
|
—
|
|
|
38
|
|
||||||
Total current assets
|
—
|
|
|
—
|
|
|
1,603
|
|
|
1,115
|
|
|
(133
|
)
|
|
2,585
|
|
||||||
Property, Intangibles and Other Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Property and equipment, net
|
—
|
|
|
—
|
|
|
304
|
|
|
8,815
|
|
|
—
|
|
|
9,119
|
|
||||||
Financing receivables, net
|
—
|
|
|
—
|
|
|
451
|
|
|
436
|
|
|
—
|
|
|
887
|
|
||||||
Investments in affiliates
|
—
|
|
|
—
|
|
|
94
|
|
|
44
|
|
|
—
|
|
|
138
|
|
||||||
Investments in subsidiaries
|
6,166
|
|
|
11,854
|
|
|
5,232
|
|
|
—
|
|
|
(23,252
|
)
|
|
—
|
|
||||||
Goodwill
|
—
|
|
|
—
|
|
|
3,851
|
|
|
2,036
|
|
|
—
|
|
|
5,887
|
|
||||||
Brands
|
—
|
|
|
—
|
|
|
4,405
|
|
|
514
|
|
|
—
|
|
|
4,919
|
|
||||||
Management and franchise contracts, net
|
—
|
|
|
—
|
|
|
877
|
|
|
272
|
|
|
—
|
|
|
1,149
|
|
||||||
Other intangible assets, net
|
—
|
|
|
—
|
|
|
402
|
|
|
184
|
|
|
—
|
|
|
586
|
|
||||||
Deferred income tax assets
|
24
|
|
|
3
|
|
|
—
|
|
|
78
|
|
|
(27
|
)
|
|
78
|
|
||||||
Other
|
—
|
|
|
9
|
|
|
165
|
|
|
100
|
|
|
—
|
|
|
274
|
|
||||||
Total property, intangibles and other assets
|
6,190
|
|
|
11,866
|
|
|
15,781
|
|
|
12,479
|
|
|
(23,279
|
)
|
|
23,037
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
TOTAL ASSETS
|
$
|
6,190
|
|
|
$
|
11,866
|
|
|
$
|
17,384
|
|
|
$
|
13,594
|
|
|
$
|
(23,412
|
)
|
|
$
|
25,622
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable, accrued expenses and other
|
$
|
—
|
|
|
$
|
39
|
|
|
$
|
1,542
|
|
|
$
|
646
|
|
|
$
|
(21
|
)
|
|
$
|
2,206
|
|
Intercompany payables
|
—
|
|
|
—
|
|
|
—
|
|
|
89
|
|
|
(89
|
)
|
|
—
|
|
||||||
Current maturities of long-term debt
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
106
|
|
|
—
|
|
|
94
|
|
||||||
Current maturities of timeshare debt
|
—
|
|
|
—
|
|
|
—
|
|
|
110
|
|
|
—
|
|
|
110
|
|
||||||
Income taxes payable
|
—
|
|
|
—
|
|
|
6
|
|
|
50
|
|
|
(23
|
)
|
|
33
|
|
||||||
Total current liabilities
|
—
|
|
|
27
|
|
|
1,548
|
|
|
1,001
|
|
|
(133
|
)
|
|
2,443
|
|
||||||
Long-term debt
|
—
|
|
|
5,659
|
|
|
54
|
|
|
4,144
|
|
|
—
|
|
|
9,857
|
|
||||||
Timeshare debt
|
—
|
|
|
—
|
|
|
—
|
|
|
392
|
|
|
—
|
|
|
392
|
|
||||||
Deferred revenues
|
—
|
|
|
—
|
|
|
282
|
|
|
1
|
|
|
—
|
|
|
283
|
|
||||||
Deferred income tax liabilities
|
—
|
|
|
—
|
|
|
2,041
|
|
|
2,616
|
|
|
(27
|
)
|
|
4,630
|
|
||||||
Liability for guest loyalty program
|
—
|
|
|
—
|
|
|
784
|
|
|
—
|
|
|
—
|
|
|
784
|
|
||||||
Other
|
205
|
|
|
14
|
|
|
821
|
|
|
242
|
|
|
—
|
|
|
1,282
|
|
||||||
Total liabilities
|
205
|
|
|
5,700
|
|
|
5,530
|
|
|
8,396
|
|
|
(160
|
)
|
|
19,671
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total Hilton stockholders' equity
|
5,985
|
|
|
6,166
|
|
|
11,854
|
|
|
5,232
|
|
|
(23,252
|
)
|
|
5,985
|
|
||||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(34
|
)
|
|
—
|
|
|
(34
|
)
|
||||||
Total equity
|
5,985
|
|
|
6,166
|
|
|
11,854
|
|
|
5,198
|
|
|
(23,252
|
)
|
|
5,951
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
TOTAL LIABILITIES AND EQUITY
|
$
|
6,190
|
|
|
$
|
11,866
|
|
|
$
|
17,384
|
|
|
$
|
13,594
|
|
|
$
|
(23,412
|
)
|
|
$
|
25,622
|
|
|
Three Months Ended March 31, 2016
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary Issuers
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Owned and leased hotels
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
52
|
|
|
$
|
922
|
|
|
$
|
(7
|
)
|
|
$
|
967
|
|
Management and franchise fees and other
|
—
|
|
|
—
|
|
|
334
|
|
|
80
|
|
|
(28
|
)
|
|
386
|
|
||||||
Timeshare
|
—
|
|
|
—
|
|
|
309
|
|
|
17
|
|
|
—
|
|
|
326
|
|
||||||
|
—
|
|
|
—
|
|
|
695
|
|
|
1,019
|
|
|
(35
|
)
|
|
1,679
|
|
||||||
Other revenues from managed and franchised properties
|
—
|
|
|
—
|
|
|
1,216
|
|
|
113
|
|
|
(258
|
)
|
|
1,071
|
|
||||||
Total revenues
|
—
|
|
|
—
|
|
|
1,911
|
|
|
1,132
|
|
|
(293
|
)
|
|
2,750
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Owned and leased hotels
|
—
|
|
|
—
|
|
|
43
|
|
|
738
|
|
|
(25
|
)
|
|
756
|
|
||||||
Timeshare
|
—
|
|
|
—
|
|
|
219
|
|
|
4
|
|
|
(6
|
)
|
|
217
|
|
||||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
80
|
|
|
89
|
|
|
—
|
|
|
169
|
|
||||||
Impairment loss
|
—
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
15
|
|
||||||
General, administrative and other
|
—
|
|
|
—
|
|
|
82
|
|
|
35
|
|
|
(4
|
)
|
|
113
|
|
||||||
|
—
|
|
|
—
|
|
|
424
|
|
|
881
|
|
|
(35
|
)
|
|
1,270
|
|
||||||
Other expenses from managed and franchised properties
|
—
|
|
|
—
|
|
|
1,216
|
|
|
113
|
|
|
(258
|
)
|
|
1,071
|
|
||||||
Total expenses
|
—
|
|
|
—
|
|
|
1,640
|
|
|
994
|
|
|
(293
|
)
|
|
2,341
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating income
|
—
|
|
|
—
|
|
|
271
|
|
|
138
|
|
|
—
|
|
|
409
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest income
|
—
|
|
|
—
|
|
|
2
|
|
|
1
|
|
|
—
|
|
|
3
|
|
||||||
Interest expense
|
—
|
|
|
(67
|
)
|
|
(11
|
)
|
|
(61
|
)
|
|
—
|
|
|
(139
|
)
|
||||||
Equity in earnings from unconsolidated affiliates
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||||
Gain (loss) on foreign currency transactions
|
—
|
|
|
—
|
|
|
5
|
|
|
(17
|
)
|
|
—
|
|
|
(12
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income (loss) before income taxes and equity in earnings from subsidiaries
|
—
|
|
|
(67
|
)
|
|
270
|
|
|
61
|
|
|
—
|
|
|
264
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income tax benefit (expense)
|
192
|
|
|
26
|
|
|
(149
|
)
|
|
(23
|
)
|
|
—
|
|
|
46
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income (loss) before equity in earnings from subsidiaries
|
192
|
|
|
(41
|
)
|
|
121
|
|
|
38
|
|
|
—
|
|
|
310
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity in earnings from subsidiaries
|
117
|
|
|
158
|
|
|
37
|
|
|
—
|
|
|
(312
|
)
|
|
—
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income
|
309
|
|
|
117
|
|
|
158
|
|
|
38
|
|
|
(312
|
)
|
|
310
|
|
||||||
Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||||
Net income attributable to Hilton stockholders
|
$
|
309
|
|
|
$
|
117
|
|
|
$
|
158
|
|
|
$
|
37
|
|
|
$
|
(312
|
)
|
|
$
|
309
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Comprehensive income
|
$
|
319
|
|
|
$
|
111
|
|
|
$
|
149
|
|
|
$
|
61
|
|
|
$
|
(322
|
)
|
|
$
|
318
|
|
Comprehensive loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||
Comprehensive income attributable to Hilton stockholders
|
$
|
319
|
|
|
$
|
111
|
|
|
$
|
149
|
|
|
$
|
62
|
|
|
$
|
(322
|
)
|
|
$
|
319
|
|
|
Three Months Ended March 31, 2015
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary Issuers
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Owned and leased hotels
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
52
|
|
|
$
|
912
|
|
|
$
|
(7
|
)
|
|
$
|
957
|
|
Management and franchise fees and other
|
—
|
|
|
—
|
|
|
322
|
|
|
74
|
|
|
(25
|
)
|
|
371
|
|
||||||
Timeshare
|
—
|
|
|
—
|
|
|
299
|
|
|
22
|
|
|
—
|
|
|
321
|
|
||||||
|
—
|
|
|
—
|
|
|
673
|
|
|
1,008
|
|
|
(32
|
)
|
|
1,649
|
|
||||||
Other revenues from managed and franchised properties
|
—
|
|
|
—
|
|
|
1,081
|
|
|
105
|
|
|
(236
|
)
|
|
950
|
|
||||||
Total revenues
|
—
|
|
|
—
|
|
|
1,754
|
|
|
1,113
|
|
|
(268
|
)
|
|
2,599
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Owned and leased hotels
|
—
|
|
|
—
|
|
|
41
|
|
|
749
|
|
|
(22
|
)
|
|
768
|
|
||||||
Timeshare
|
—
|
|
|
—
|
|
|
236
|
|
|
4
|
|
|
(6
|
)
|
|
234
|
|
||||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
92
|
|
|
83
|
|
|
—
|
|
|
175
|
|
||||||
General, administrative and other
|
—
|
|
|
—
|
|
|
94
|
|
|
37
|
|
|
(4
|
)
|
|
127
|
|
||||||
|
—
|
|
|
—
|
|
|
463
|
|
|
873
|
|
|
(32
|
)
|
|
1,304
|
|
||||||
Other expenses from managed and franchised properties
|
—
|
|
|
—
|
|
|
1,081
|
|
|
105
|
|
|
(236
|
)
|
|
950
|
|
||||||
Total expenses
|
—
|
|
|
—
|
|
|
1,544
|
|
|
978
|
|
|
(268
|
)
|
|
2,254
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gain (loss) on sales of assets, net
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
146
|
|
|
—
|
|
|
145
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating income
|
—
|
|
|
—
|
|
|
209
|
|
|
281
|
|
|
—
|
|
|
490
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest income
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
6
|
|
||||||
Interest expense
|
—
|
|
|
(73
|
)
|
|
(13
|
)
|
|
(58
|
)
|
|
—
|
|
|
(144
|
)
|
||||||
Equity in earnings from unconsolidated affiliates
|
—
|
|
|
—
|
|
|
3
|
|
|
1
|
|
|
—
|
|
|
4
|
|
||||||
Gain (loss) on foreign currency transactions
|
—
|
|
|
—
|
|
|
183
|
|
|
(201
|
)
|
|
—
|
|
|
(18
|
)
|
||||||
Other loss, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(25
|
)
|
|
—
|
|
|
(25
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income (loss) before income taxes and equity in earnings from subsidiaries
|
—
|
|
|
(73
|
)
|
|
388
|
|
|
(2
|
)
|
|
—
|
|
|
313
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income tax benefit (expense)
|
(1
|
)
|
|
28
|
|
|
(152
|
)
|
|
(38
|
)
|
|
—
|
|
|
(163
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income (loss) before equity in earnings from subsidiaries
|
(1
|
)
|
|
(45
|
)
|
|
236
|
|
|
(40
|
)
|
|
—
|
|
|
150
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity in earnings (losses) from subsidiaries
|
151
|
|
|
196
|
|
|
(40
|
)
|
|
—
|
|
|
(307
|
)
|
|
—
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income (loss)
|
150
|
|
|
151
|
|
|
196
|
|
|
(40
|
)
|
|
(307
|
)
|
|
150
|
|
||||||
Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net income (loss) attributable to Hilton stockholders
|
$
|
150
|
|
|
$
|
151
|
|
|
$
|
196
|
|
|
$
|
(40
|
)
|
|
$
|
(307
|
)
|
|
$
|
150
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Comprehensive income (loss)
|
$
|
(90
|
)
|
|
$
|
144
|
|
|
$
|
168
|
|
|
$
|
(245
|
)
|
|
$
|
(67
|
)
|
|
$
|
(90
|
)
|
Comprehensive income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Comprehensive income (loss) attributable to Hilton stockholders
|
$
|
(90
|
)
|
|
$
|
144
|
|
|
$
|
168
|
|
|
$
|
(245
|
)
|
|
$
|
(67
|
)
|
|
$
|
(90
|
)
|
|
Three Months Ended March 31, 2016
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary Issuers
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net cash provided by operating activities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
127
|
|
|
$
|
185
|
|
|
$
|
—
|
|
|
$
|
312
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures for property and equipment
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
(78
|
)
|
|
—
|
|
|
(84
|
)
|
||||||
Payments received on other financing receivables
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||
Issuance of other financing receivables
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
||||||
Distributions from unconsolidated affiliates
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||||
Change in restricted cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
—
|
|
|
14
|
|
||||||
Contract acquisition costs
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
(1
|
)
|
|
—
|
|
|
(9
|
)
|
||||||
Software capitalization costs
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
||||||
Net cash used in investing activities
|
—
|
|
|
—
|
|
|
(32
|
)
|
|
(64
|
)
|
|
—
|
|
|
(96
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Repayment of debt
|
—
|
|
|
—
|
|
|
—
|
|
|
(32
|
)
|
|
—
|
|
|
(32
|
)
|
||||||
Change in restricted cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
(34
|
)
|
|
—
|
|
|
(34
|
)
|
||||||
Intercompany transfers
|
69
|
|
|
—
|
|
|
(61
|
)
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
||||||
Dividends paid
|
(69
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(69
|
)
|
||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
||||||
Net cash used in financing activities
|
—
|
|
|
—
|
|
|
(61
|
)
|
|
(76
|
)
|
|
—
|
|
|
(137
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
||||||
Net increase in cash and cash equivalents
|
—
|
|
|
—
|
|
|
34
|
|
|
49
|
|
|
—
|
|
|
83
|
|
||||||
Cash and cash equivalents, beginning of period
|
—
|
|
|
—
|
|
|
223
|
|
|
386
|
|
|
—
|
|
|
609
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents, end of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
257
|
|
|
$
|
435
|
|
|
$
|
—
|
|
|
$
|
692
|
|
|
Three Months Ended March 31, 2015
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary Issuers
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net cash provided by operating activities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
256
|
|
|
$
|
52
|
|
|
$
|
(22
|
)
|
|
$
|
286
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures for property and equipment
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
(83
|
)
|
|
—
|
|
|
(88
|
)
|
||||||
Acquisitions, net of cash acquired
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,298
|
)
|
|
—
|
|
|
(1,298
|
)
|
||||||
Payments received on other financing receivables
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||
Issuance of other financing receivables
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|
(2
|
)
|
||||||
Distributions from unconsolidated affiliates
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||||
Issuance of intercompany receivables
|
—
|
|
|
—
|
|
|
(184
|
)
|
|
—
|
|
|
184
|
|
|
—
|
|
||||||
Payments received on intercompany receivables
|
—
|
|
|
—
|
|
|
163
|
|
|
—
|
|
|
(163
|
)
|
|
—
|
|
||||||
Proceeds from asset dispositions
|
—
|
|
|
—
|
|
|
—
|
|
|
1,869
|
|
|
—
|
|
|
1,869
|
|
||||||
Contract acquisition costs
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
(4
|
)
|
|
—
|
|
|
(11
|
)
|
||||||
Software capitalization costs
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
||||||
Net cash provided by (used in) investing activities
|
—
|
|
|
—
|
|
|
(40
|
)
|
|
484
|
|
|
21
|
|
|
465
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Repayment of debt
|
—
|
|
|
(150
|
)
|
|
—
|
|
|
(560
|
)
|
|
—
|
|
|
(710
|
)
|
||||||
Intercompany borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
184
|
|
|
(184
|
)
|
|
—
|
|
||||||
Repayment of intercompany borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
(163
|
)
|
|
163
|
|
|
—
|
|
||||||
Change in restricted cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
(57
|
)
|
|
—
|
|
|
(57
|
)
|
||||||
Intercompany transfers
|
—
|
|
|
150
|
|
|
(256
|
)
|
|
106
|
|
|
—
|
|
|
—
|
|
||||||
Intercompany dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(22
|
)
|
|
22
|
|
|
—
|
|
||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
||||||
Excess tax benefits from share-based compensation
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
8
|
|
||||||
Net cash used in financing activities
|
—
|
|
|
—
|
|
|
(248
|
)
|
|
(514
|
)
|
|
1
|
|
|
(761
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
(9
|
)
|
||||||
Net increase (decrease) in cash and cash equivalents
|
—
|
|
|
—
|
|
|
(32
|
)
|
|
13
|
|
|
—
|
|
|
(19
|
)
|
||||||
Cash and cash equivalents, beginning of period
|
—
|
|
|
—
|
|
|
270
|
|
|
296
|
|
|
—
|
|
|
566
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents, end of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
238
|
|
|
$
|
309
|
|
|
$
|
—
|
|
|
$
|
547
|
|
•
|
EBITDA and Adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital needs;
|
•
|
EBITDA and Adjusted EBITDA do not reflect our interest expense, or the cash requirements necessary to service interest or principal payments, on our indebtedness;
|
•
|
EBITDA and Adjusted EBITDA do not reflect our tax expense or the cash requirements to pay our taxes;
|
•
|
EBITDA and Adjusted EBITDA do not reflect historical cash expenditures or future requirements for capital expenditures or contractual commitments;
|
•
|
EBITDA and Adjusted EBITDA do not reflect the effect on earnings or changes resulting from matters that we consider not to be indicative of our future operations;
|
•
|
although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements; and
|
•
|
other companies in our industry may calculate EBITDA and Adjusted EBITDA differently, limiting their usefulness as comparative measures.
|
|
Three Months Ended
|
|
Variance
|
||||
|
March 31, 2016
|
|
2016 vs. 2015
|
||||
Owned and leased hotels
|
|
|
|
|
|||
Occupancy
|
73.1
|
%
|
|
(0.8
|
)%
|
pts.
|
|
ADR
|
$
|
179.71
|
|
|
4.1
|
%
|
|
RevPAR
|
$
|
131.32
|
|
|
3.1
|
%
|
|
|
|
|
|
|
|||
Managed and franchised hotels
|
|
|
|
|
|||
Occupancy
|
69.9
|
%
|
|
(0.2
|
)%
|
pts.
|
|
ADR
|
$
|
137.69
|
|
|
2.3
|
%
|
|
RevPAR
|
$
|
96.24
|
|
|
1.9
|
%
|
|
|
|
|
|
|
|||
System-wide
|
|
|
|
|
|||
Occupancy
|
70.2
|
%
|
|
(0.3
|
)%
|
pts.
|
|
ADR
|
$
|
141.62
|
|
|
2.5
|
%
|
|
RevPAR
|
$
|
99.42
|
|
|
2.1
|
%
|
|
|
Three Months Ended
|
|
Variance
|
||||
|
March 31, 2016
|
|
2016 vs. 2015
|
||||
U.S.
|
|
|
|
|
|||
Occupancy
|
71.4
|
%
|
|
(0.5
|
)%
|
pts.
|
|
ADR
|
$
|
141.64
|
|
|
2.6
|
%
|
|
RevPAR
|
$
|
101.16
|
|
|
1.8
|
%
|
|
|
|
|
|
|
|||
Americas (excluding U.S.)
|
|
|
|
|
|||
Occupancy
|
68.0
|
%
|
|
(0.1
|
)%
|
pts.
|
|
ADR
|
$
|
125.70
|
|
|
4.6
|
%
|
|
RevPAR
|
$
|
85.52
|
|
|
4.4
|
%
|
|
|
|
|
|
|
|||
Europe
|
|
|
|
|
|||
Occupancy
|
64.7
|
%
|
|
(0.2
|
)%
|
pts.
|
|
ADR
|
$
|
137.02
|
|
|
3.1
|
%
|
|
RevPAR
|
$
|
88.64
|
|
|
2.9
|
%
|
|
|
|
|
|
|
|||
Middle East and Africa
|
|
|
|
|
|||
Occupancy
|
64.2
|
%
|
|
(2.2
|
)%
|
pts.
|
|
ADR
|
$
|
169.03
|
|
|
(1.4
|
)%
|
|
RevPAR
|
$
|
108.46
|
|
|
(4.7
|
)%
|
|
|
|
|
|
|
|||
Asia Pacific
|
|
|
|
|
|||
Occupancy
|
66.9
|
%
|
|
3.8
|
%
|
pts.
|
|
ADR
|
$
|
148.30
|
|
|
1.1
|
%
|
|
RevPAR
|
$
|
99.24
|
|
|
7.1
|
%
|
|
|
Three Months Ended
|
|
Percent
|
||||||
|
March 31,
|
|
Change
|
||||||
|
2016
|
|
2015
|
|
2016 vs. 2015
|
||||
|
(in millions)
|
|
|
||||||
U.S. owned and leased hotels
|
$
|
601
|
|
|
$
|
547
|
|
|
9.9
|
International owned and leased hotels
|
366
|
|
|
410
|
|
|
(10.7)
|
||
|
$
|
967
|
|
|
$
|
957
|
|
|
1.0
|
|
U.S.
|
|
International
|
||||
|
(in millions)
|
||||||
Increase (decrease) year over year
|
$
|
54
|
|
|
$
|
(44
|
)
|
Net decrease due to foreign currency changes
(1)
|
—
|
|
|
16
|
|
||
Net decrease (increase) from acquired and disposed hotels
(2)
|
(33
|
)
|
|
32
|
|
||
Increase excluding the effect of foreign currency, acquisitions and disposals
|
$
|
21
|
|
|
$
|
4
|
|
(1)
|
Unfavorable movements were a result of the strengthening of the USD compared to that of currencies primarily in Europe, where the majority of our owned and leased hotels outside of the U.S. are located.
|
(2)
|
From
March 31, 2015
to
March 31, 2016
,
two
properties were added to our U.S. owned and leased portfolio on a net basis, and
four
properties were removed from our international owned and leased portfolio on a net basis.
|
|
Three Months Ended
|
|
Percent
|
||||||
|
March 31,
|
|
Change
|
||||||
|
2016
|
|
2015
|
|
2016 vs. 2015
|
||||
|
(in millions)
|
|
|
||||||
Management fees
|
$
|
103
|
|
|
$
|
96
|
|
|
7.3
|
Franchise fees
|
263
|
|
|
256
|
|
|
2.7
|
||
Other
|
20
|
|
|
19
|
|
|
5.3
|
||
|
$
|
386
|
|
|
$
|
371
|
|
|
4.0
|
|
Three Months Ended
|
|
Percent
|
||||||
|
March 31,
|
|
Change
|
||||||
|
2016
|
|
2015
|
|
2016 vs. 2015
|
||||
|
(in millions)
|
|
|
||||||
Timeshare sales
|
$
|
235
|
|
|
$
|
237
|
|
|
(0.8)
|
Resort operations
|
55
|
|
|
50
|
|
|
10.0
|
||
Financing and other
|
36
|
|
|
34
|
|
|
5.9
|
||
|
$
|
326
|
|
|
$
|
321
|
|
|
1.6
|
|
Three Months Ended
|
|
Percent
|
||||||
|
March 31,
|
|
Change
|
||||||
|
2016
|
|
2015
|
|
2016 vs. 2015
|
||||
|
(in millions)
|
|
|
||||||
U.S. owned and leased hotels
|
$
|
414
|
|
|
$
|
388
|
|
|
6.7
|
International owned and leased hotels
|
342
|
|
|
380
|
|
|
(10.0)
|
||
|
$
|
756
|
|
|
$
|
768
|
|
|
(1.6)
|
|
U.S.
|
|
International
|
||||
|
(in millions)
|
||||||
Increase (decrease) year over year
|
$
|
26
|
|
|
$
|
(38
|
)
|
Net decrease due to foreign currency changes
(1)
|
—
|
|
|
16
|
|
||
Net decrease (increase) from acquired and disposed hotels
(2)
|
(7
|
)
|
|
24
|
|
||
Increase excluding the effect of foreign currency, acquisitions and disposals
|
$
|
19
|
|
|
$
|
2
|
|
(1)
|
Favorable movements were a result of the strengthening of the USD compared to that of currencies primarily in Europe, where the majority of our owned and leased hotels outside of the U.S. are located.
|
(2)
|
From
March 31, 2015
to
March 31, 2016
,
two
properties were added to our U.S. owned and leased portfolio on a net basis and
four
properties were removed from our international owned and leased portfolio on a net basis.
|
|
Three Months Ended
|
|
Percent
|
||||||
|
March 31,
|
|
Change
|
||||||
|
2016
|
|
2015
|
|
2016 vs. 2015
|
||||
|
(in millions)
|
|
|
||||||
Timeshare sales
|
$
|
170
|
|
|
$
|
188
|
|
|
(9.6)
|
Resort operations
|
30
|
|
|
31
|
|
|
(3.2)
|
||
Financing and other
|
17
|
|
|
15
|
|
|
13.3
|
||
|
$
|
217
|
|
|
$
|
234
|
|
|
(7.3)
|
|
Three Months Ended
|
|
Percent
|
||||||
|
March 31,
|
|
Change
|
||||||
|
2016
|
|
2015
|
|
2016 vs. 2015
|
||||
|
(in millions)
|
|
|
||||||
Depreciation
|
$
|
87
|
|
|
$
|
83
|
|
|
4.8
|
Amortization
|
82
|
|
|
92
|
|
|
(10.9)
|
||
|
$
|
169
|
|
|
$
|
175
|
|
|
(3.4)
|
|
Three Months Ended
|
|
Percent
|
||||||
|
March 31,
|
|
Change
|
||||||
|
2016
|
|
2015
|
|
2016 vs. 2015
|
||||
|
(in millions)
|
|
|
||||||
General and administrative
|
$
|
93
|
|
|
$
|
109
|
|
|
(14.7)
|
Other
|
20
|
|
|
18
|
|
|
11.1
|
||
|
$
|
113
|
|
|
$
|
127
|
|
|
(11.0)
|
(1)
|
Fluctuation in terms of percentage change is not meaningful.
|
|
Three Months Ended
|
|
Percent
|
||||||
|
March 31,
|
|
Change
|
||||||
|
2016
|
|
2015
|
|
2016 vs. 2015
|
||||
|
(in millions)
|
|
|
||||||
Other loss, net
|
$
|
—
|
|
|
$
|
(25
|
)
|
|
(100.0)
|
|
Three Months Ended
|
|
Percent
|
||||||
|
March 31,
|
|
Change
|
||||||
|
2016
|
|
2015
|
|
2016 vs. 2015
|
||||
|
(in millions)
|
|
|
||||||
Income tax benefit (expense)
|
$
|
46
|
|
|
$
|
(163
|
)
|
|
NM
(1)
|
(1)
|
Fluctuation in terms of percentage change is not meaningful.
|
|
Three Months Ended
|
|
Percent
|
||||||
|
March 31,
|
|
Change
|
||||||
|
2016
|
|
2015
|
|
2016 vs. 2015
|
||||
|
(in millions)
|
|
|
||||||
Revenues
|
|
|
|
|
|
||||
Ownership
|
$
|
974
|
|
|
$
|
964
|
|
|
1.0
|
Management and franchise
|
409
|
|
|
391
|
|
|
4.6
|
||
Timeshare
|
326
|
|
|
321
|
|
|
1.6
|
||
Segment revenues
|
1,709
|
|
|
1,676
|
|
|
2.0
|
||
Other revenues from managed and franchised properties
|
1,071
|
|
|
950
|
|
|
12.7
|
||
Other revenues
|
22
|
|
|
21
|
|
|
4.8
|
||
Intersegment fees elimination
|
(52
|
)
|
|
(48
|
)
|
|
8.3
|
||
Total revenues
|
$
|
2,750
|
|
|
$
|
2,599
|
|
|
5.8
|
|
|
|
|
|
|
||||
Adjusted EBITDA
|
|
|
|
|
|
||||
Ownership
|
$
|
207
|
|
|
$
|
190
|
|
|
8.9
|
Management and franchise
|
409
|
|
|
391
|
|
|
4.6
|
||
Timeshare
|
95
|
|
|
74
|
|
|
28.4
|
||
Corporate and other
|
(58
|
)
|
|
(56
|
)
|
|
3.6
|
||
Adjusted EBITDA
|
$
|
653
|
|
|
$
|
599
|
|
|
9.0
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(in millions)
|
||||||
Revenues
|
$
|
563
|
|
|
$
|
514
|
|
Net income attributable to Hilton stockholders
|
34
|
|
|
145
|
|
||
Capital expenditures for property and equipment
|
54
|
|
|
63
|
|
||
Adjusted EBITDA
(1)
|
164
|
|
|
137
|
|
||
Cash provided by (used in):
|
|
|
|
|
|
||
Operating activities
|
90
|
|
|
58
|
|
||
Investing activities
|
(40
|
)
|
|
508
|
|
||
Financing activities
|
(6
|
)
|
|
(538
|
)
|
(1)
|
The following table provides a reconciliation of our Unrestricted U.S. Real Estate Subsidiaries' net income attributable to Hilton stockholders to EBITDA and Adjusted EBITDA, which we believe is the most closely comparable U.S. GAAP financial measure:
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(in millions)
|
||||||
Net income attributable to Hilton stockholders
|
$
|
34
|
|
|
$
|
145
|
|
Interest expense
|
43
|
|
|
42
|
|
||
Income tax expense
|
23
|
|
|
13
|
|
||
Depreciation and amortization
|
63
|
|
|
56
|
|
||
EBITDA
|
163
|
|
|
256
|
|
||
Gain on sales of assets, net
|
—
|
|
|
(146
|
)
|
||
Other loss, net
|
—
|
|
|
25
|
|
||
Other adjustment items
|
1
|
|
|
2
|
|
||
Adjusted EBITDA
|
$
|
164
|
|
|
$
|
137
|
|
|
March 31,
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||||
|
(in millions)
|
||||||
Assets
|
$
|
8,971
|
|
|
$
|
8,914
|
|
Liabilities
|
6,655
|
|
|
6,718
|
|
|
As of and for the three months ended March 31,
|
|
Percent Change
|
||||||
|
2016
|
|
2015
|
|
2016 vs. 2015
|
||||
|
(in millions)
|
|
|
||||||
Net cash provided by operating activities
|
$
|
312
|
|
|
$
|
286
|
|
|
9.1
|
Net cash provided by (used in) investing activities
|
(96
|
)
|
|
465
|
|
|
NM
(1)
|
||
Net cash used in financing activities
|
(137
|
)
|
|
(761
|
)
|
|
(82.0)
|
||
Working capital surplus
(2)
|
193
|
|
|
215
|
|
|
(10.2)
|
(1)
|
Fluctuation in terms of percentage change is not meaningful.
|
(2)
|
Total current assets less total current liabilities.
|
Exhibit Number
|
|
Exhibit Description
|
3.1
|
|
Certificate of Incorporation of Hilton Worldwide Holdings Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated December 17, 2013).
|
3.2
|
|
Bylaws of Hilton Worldwide Holdings Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K dated December 17, 2013).
|
10.1
|
|
Form of 2016 Performance Share Agreement.*
|
10.2
|
|
Form of 2016 Restricted Stock Unit Agreement.*
|
12
|
|
Computation of Ratio of Earnings to Fixed Charges.
|
31.1
|
|
Certificate of Christopher J. Nassetta, President and Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2
|
|
Certificate of Kevin J. Jacobs, Executive Vice President and Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1
|
|
Certificate of Christopher J. Nassetta, President and Chief Executive Officer, pursuant to Section 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
|
32.2
|
|
Certificate of Kevin J. Jacobs, Executive Vice President and Chief Financial Officer, pursuant to Section 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
|
101.INS
|
|
XBRL Instance Document.
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
*
|
This document has been identified as a management contract or compensatory plan or arrangement.
|
HILTON WORLDWIDE HOLDINGS INC.
|
||
|
|
|
By:
|
|
/s/ Christopher J. Nassetta
|
Name:
|
|
Christopher J. Nassetta
|
|
|
President and Chief Executive Officer
|
|
|
|
By:
|
|
/s/ Kevin J. Jacobs
|
Name:
|
|
Kevin J. Jacobs
|
|
|
Executive Vice President and Chief Financial Officer
|
1.
|
General
.
|
2.
|
Performance Conditions
.
|
•
|
Total Shareholder Return Position
. The total number of Performance Shares which become vested based on the Total Shareholder Return of the Company relative to the Total Shareholder Returns of each Peer Group Member shall be equal to (x) the target number of Performance Shares multiplied by (y) a relative weighting component equal to 50%, multiplied by (z) the Achievement Percentage determined based on the applicable Relative Total Shareholder Return Position for the Performance Period as follows, and rounded down to the nearest whole Share:
|
Level of Achievement
|
Relative Total Shareholder Return Position
|
Percentage of Award Earned
|
Below Threshold
|
[ ]
|
0%
|
Threshold
|
[ ]
|
50%
|
Target
|
[ ]
|
100%
|
Above Target
|
[ ]
|
150%
|
Maximum
|
[ ]
|
200%
|
•
|
EBITDA Compound Annual Growth Rate
. The total number of Performance Shares which become vested based on the achievement of EBITDA CAGR performance levels shall be equal to (x) the target number of Performance Shares multiplied by (y) a relative weighting component equal to 50%, multiplied by (z) the Achievement Percentage determined as follows, and rounded down to the nearest whole Share:
|
3.
|
Definitions
.
|
2.
|
Definitions
. Capitalized terms not otherwise defined herein shall have the
|
3.
|
Grant of Performance Shares
. The Company hereby issues and grants
|
4.
|
Vesting
.
|
5.
|
Termination of Employment
.
|
6.
|
Effect of a Change in Control
. In the event of a Change in Control
|
7.
|
Dividends; Rights as a Stockholder
. The Participant shall be the record
|
8.
|
Restrictions on Transfer
. Prior to the vesting of any Performance Share,
|
9.
|
Repayment of Proceeds; Clawback Policy
. If a Restrictive Covenant
|
10.
|
No Right to Continued Employment
. Neither the Plan nor this
|
11.
|
Adjustments Upon Change in Capitalization
. The terms of this
|
12.
|
Tax Withholding
.
|
13.
|
Award Subject to Plan
. By entering into this Agreement, the Participant
|
14.
|
Severability
. Should any provision of this Agreement be held by a court
|
15.
|
Governing Law; Venue; Language
. This Agreement shall be governed
|
16.
|
Successors in Interest
. Any successor to the Company shall have the
|
17.
|
Data Privacy Consent
. The Participant hereby explicitly and
|
20.
|
Award Administrator
. The Company may from time to time designate a
|
21.
|
Section 409A
. This Agreement is intended to comply with the provisions
|
22.
|
Book Entry, Certificates; Legend
.
|
HILTON WORLDWIDE HOLDINGS INC.
|
|
|
|
By:
|
|
|
Christopher J. Nassetta
|
|
President and Chief Executive Officer
|
|
|
By:
|
|
|
Matthew Schuyler
|
|
Executive Vice President and Chief Human Resources Officer
|
1.
|
Non-Competition; Non-Solicitation
.
|
2.
|
Confidentiality; Non-Disparagement; Intellectual Property
.
|
1.
|
Definitions
. Capitalized terms not otherwise defined herein shall have the
|
2.
|
Grant of Units
. The Company hereby grants the RSUs to the Participant,
|
3.
|
RSU Account
. The Company shall cause an account (the “
Unit Account
”)
|
4.
|
Vesting; Settlement
. The RSUs shall become vested in accordance with
|
5.
|
Termination of Employment
.
|
6.
|
Dividends
. A Participant holding unvested RSUs shall be entitled to be
|
7.
|
Restrictions on Transfer
. The Participant may not assign, alienate,
|
8.
|
Repayment of Proceeds; Clawback Policy
. If a Restrictive Covenant
|
9.
|
No Right to Continued Employment
. Neither the Plan nor this
|
10.
|
No Rights as a Stockholder
. The Participant’s interest in the RSUs shall
|
11.
|
Adjustments Upon Change in Capitalization
. The terms of this
|
12.
|
Issuance of Shares; Tax Withholding
.
|
13.
|
Award Subject to Plan
. By entering into this Agreement, the Participant
|
14.
|
Severability
. Should any provision of this Agreement be held by a court
|
15.
|
Governing Law; Venue; Language
. This Agreement shall be governed
|
16.
|
Successors in Interest
. Any successor to the Company shall have the
|
17.
|
Data Privacy Consent
. The Participant hereby explicitly and
|
20.
|
Award Administrator
. The Company may from time to time designate a
|
21.
|
Section 409A
.
|
22.
|
Book Entry Delivery of Shares
. Whenever reference in this Agreement is
|
HILTON WORLDWIDE HOLDINGS INC.
|
|
|
|
By:
|
|
|
Christopher J. Nassetta
|
|
President and Chief Executive Officer
|
|
|
By:
|
|
|
Matthew Schuyler
|
|
Executive Vice President and Chief Human Resources Officer
|
1.
|
Non-Competition; Non-Solicitation
.
|
2.
|
Confidentiality; Non-Disparagement; Intellectual Property
.
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2016
|
|
2015
|
||||
Earnings:
|
|
|
|
||||
Income before taxes
|
$
|
264
|
|
|
$
|
313
|
|
Equity in earnings from unconsolidated affiliates
|
(3
|
)
|
|
(4
|
)
|
||
|
261
|
|
|
309
|
|
||
Add:
|
|
|
|
||||
Fixed charges
|
169
|
|
|
175
|
|
||
Distributed income of equity method investees
|
5
|
|
|
12
|
|
||
Subtract:
|
|
|
|
||||
Interest capitalized
|
(1
|
)
|
|
(1
|
)
|
||
Earnings available for fixed charges
|
$
|
434
|
|
|
$
|
495
|
|
|
|
|
|
||||
Fixed Charges:
|
|
|
|
||||
Interest expense
(1)
|
$
|
139
|
|
|
$
|
144
|
|
Interest capitalized
|
1
|
|
|
1
|
|
||
Estimated interest included in rent expense
|
29
|
|
|
30
|
|
||
Total Fixed Charges
|
$
|
169
|
|
|
$
|
175
|
|
|
|
|
|
||||
Ratio of Earnings to Fixed Charges
|
2.6
|
|
|
2.8
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2016 of Hilton Worldwide Holdings Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
By:
|
/s/ Christopher J. Nassetta
|
|
Christopher J. Nassetta
|
|
President and Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
April 27, 2016
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2016 of Hilton Worldwide Holdings Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
By:
|
/s/ Kevin J. Jacobs
|
|
Kevin J. Jacobs
|
|
Executive Vice President and Chief Financial Officer
|
|
(Principal Financial Officer)
|
|
April 27, 2016
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
By:
|
/s/ Christopher J. Nassetta
|
|
Christopher J. Nassetta
|
|
President and Chief Executive Officer
|
|
(Principal Executive Officer)
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
By:
|
/s/ Kevin J. Jacobs
|
|
Kevin J. Jacobs
|
|
Executive Vice President and Chief Financial Officer
|
|
(Principal Financial Officer)
|