x
|
ANNUAL 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)
|
(Title of Class)
|
|
(Name of each exchange on which registered)
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Common Stock, $0.01 par value per share
|
|
New York Stock Exchange
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|
|
|
|
December 31, 2016
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|
|
||||||
Brand
(1)
|
|
Chain Scale
|
|
Countries/ Territories
|
|
Properties
|
|
Rooms
|
|
Percentage of Total Rooms
|
|
Selected Competitors
(2)
|
|
|
Luxury
|
|
12
|
|
26
|
|
10,203
|
|
1.3%
|
|
Four Seasons, Mandarin Oriental, Peninsula, Ritz Carlton, St. Regis
|
|
|
Luxury
|
|
22
|
|
29
|
|
9,554
|
|
1.2%
|
|
Fairmont, Intercontinental, JW Marriott, Park Hyatt, Sofitel
|
|
|
Lifestyle
|
|
1
|
|
1
|
|
112
|
|
—%
|
|
Hyatt Centric, Joie De Vivre, Kimpton, Le Meridien
|
|
|
Upper Upscale
|
|
85
|
|
570
|
|
208,762
|
|
26.0%
|
|
Hyatt Regency, Marriott, Radisson Blu, Renaissance, Sheraton, Sofitel, Westin
|
|
|
Upper Upscale
|
|
7
|
|
31
|
|
7,242
|
|
0.9%
|
|
Autograph Collection, Luxury Collection, Tribute Portfolio
|
|
|
Upscale
|
|
41
|
|
494
|
|
117,699
|
|
14.6%
|
|
Crowne Plaza, Delta, Holiday Inn, Hyatt, Radisson, Renaissance, Sheraton
|
|
|
Upscale
|
|
—
|
|
—
|
|
—
|
|
N/A
|
|
Ascend Collection, Best Western Premier, Tribute Portfolio
|
|
|
Upper Upscale
|
|
6
|
|
232
|
|
54,589
|
|
6.8%
|
|
Hyatt, Renaissance, Residence Inn, Sheraton
|
|
|
Upscale
|
|
33
|
|
717
|
|
102,786
|
|
12.8%
|
|
Aloft, Courtyard, Four Points, Holiday Inn, Hyatt Place, Novotel
|
|
|
Upper Midscale
|
|
19
|
|
2,221
|
|
223,114
|
|
27.7%
|
|
AmericInn, Comfort Inn, Fairfield Inn, Holiday Inn Express, Wingate
|
|
|
Midscale
|
|
—
|
|
—
|
|
—
|
|
N/A
|
|
Best Western, Comfort Inn, Fairfield Inn, La Quinta, Ramada
|
|
|
Upscale
|
|
3
|
|
418
|
|
47,104
|
|
5.9%
|
|
Element, Hyatt House, Residence Inn, SpringHill Suites, Staybridge Suites
|
|
|
Upper Midscale
|
|
2
|
|
129
|
|
13,349
|
|
1.7%
|
|
Candlewood Suites, Hawthorn Suites, TownePlace Suites
|
|
|
Timeshare
|
|
3
|
|
47
|
|
7,657
|
|
1.0%
|
|
Hyatt Residence, Marriott Vacation Club, Vistana Signature Experiences, Wyndham Vacations Resorts
|
(1)
|
The table above excludes
seven
unbranded properties with
1,926
rooms, representing approximately
0.1 percent
of total rooms. HGV has exclusive right to use our Hilton Grand Vacations brand, subject to the terms of a license agreement with us.
|
(2)
|
The table excludes lesser known regional competitors.
|
|
Owned / Leased
(1)
|
|
Managed
|
|
Franchised
|
|
Total
|
||||||||||||||||
|
Properties
|
|
Rooms
|
|
Properties
|
|
Rooms
|
|
Properties
|
|
Rooms
|
|
Properties
|
|
Rooms
|
||||||||
Waldorf Astoria Hotels & Resorts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
4
|
|
|
1,174
|
|
|
9
|
|
|
5,403
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
6,577
|
|
Americas (excluding U.S.)
|
—
|
|
|
—
|
|
|
1
|
|
|
142
|
|
|
1
|
|
|
984
|
|
|
2
|
|
|
1,126
|
|
Europe
|
2
|
|
|
463
|
|
|
4
|
|
|
898
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
1,361
|
|
Middle East and Africa
|
—
|
|
|
—
|
|
|
3
|
|
|
703
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
703
|
|
Asia Pacific
|
—
|
|
|
—
|
|
|
2
|
|
|
436
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
436
|
|
Conrad Hotels & Resorts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
—
|
|
|
—
|
|
|
4
|
|
|
1,316
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
1,316
|
|
Americas (excluding U.S.)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
294
|
|
|
1
|
|
|
294
|
|
Europe
|
1
|
|
|
192
|
|
|
2
|
|
|
707
|
|
|
1
|
|
|
256
|
|
|
4
|
|
|
1,155
|
|
Middle East and Africa
|
1
|
|
|
614
|
|
|
3
|
|
|
1,079
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
1,693
|
|
Asia Pacific
|
—
|
|
|
—
|
|
|
14
|
|
|
4,320
|
|
|
2
|
|
|
776
|
|
|
16
|
|
|
5,096
|
|
Canopy by Hilton
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Europe
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
112
|
|
|
1
|
|
|
112
|
|
Hilton Hotels & Resorts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
25
|
|
|
23,089
|
|
|
37
|
|
|
23,895
|
|
|
179
|
|
|
54,032
|
|
|
241
|
|
|
101,016
|
|
Americas (excluding U.S.)
|
3
|
|
|
1,668
|
|
|
22
|
|
|
7,432
|
|
|
18
|
|
|
5,810
|
|
|
43
|
|
|
14,910
|
|
Europe
|
68
|
|
|
17,695
|
|
|
44
|
|
|
14,912
|
|
|
31
|
|
|
8,510
|
|
|
143
|
|
|
41,117
|
|
Middle East and Africa
|
6
|
|
|
2,279
|
|
|
45
|
|
|
13,968
|
|
|
1
|
|
|
411
|
|
|
52
|
|
|
16,658
|
|
Asia Pacific
|
7
|
|
|
3,403
|
|
|
77
|
|
|
28,832
|
|
|
7
|
|
|
2,826
|
|
|
91
|
|
|
35,061
|
|
Curio - A Collection by Hilton
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
1
|
|
|
224
|
|
|
1
|
|
|
1,000
|
|
|
22
|
|
|
4,921
|
|
|
24
|
|
|
6,145
|
|
Americas (excluding U.S.)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
585
|
|
|
4
|
|
|
585
|
|
Europe
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
311
|
|
|
2
|
|
|
311
|
|
Middle East and Africa
|
—
|
|
|
—
|
|
|
1
|
|
|
201
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
201
|
|
DoubleTree by Hilton
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
10
|
|
|
4,093
|
|
|
27
|
|
|
8,140
|
|
|
289
|
|
|
68,840
|
|
|
326
|
|
|
81,073
|
|
Americas (excluding U.S.)
|
—
|
|
|
—
|
|
|
5
|
|
|
1,035
|
|
|
17
|
|
|
3,365
|
|
|
22
|
|
|
4,400
|
|
Europe
|
—
|
|
|
—
|
|
|
12
|
|
|
3,348
|
|
|
74
|
|
|
12,512
|
|
|
86
|
|
|
15,860
|
|
Middle East and Africa
|
—
|
|
|
—
|
|
|
9
|
|
|
2,114
|
|
|
4
|
|
|
488
|
|
|
13
|
|
|
2,602
|
|
Asia Pacific
|
—
|
|
|
—
|
|
|
45
|
|
|
12,799
|
|
|
2
|
|
|
965
|
|
|
47
|
|
|
13,764
|
|
Embassy Suites by Hilton
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
10
|
|
|
2,402
|
|
|
33
|
|
|
8,935
|
|
|
181
|
|
|
41,296
|
|
|
224
|
|
|
52,633
|
|
Americas (excluding U.S.)
|
—
|
|
|
—
|
|
|
3
|
|
|
634
|
|
|
5
|
|
|
1,322
|
|
|
8
|
|
|
1,956
|
|
Hilton Garden Inn
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
2
|
|
|
290
|
|
|
4
|
|
|
430
|
|
|
598
|
|
|
82,497
|
|
|
604
|
|
|
83,217
|
|
Americas (excluding U.S.)
|
—
|
|
|
—
|
|
|
8
|
|
|
1,071
|
|
|
31
|
|
|
4,954
|
|
|
39
|
|
|
6,025
|
|
Europe
|
—
|
|
|
—
|
|
|
20
|
|
|
3,578
|
|
|
32
|
|
|
5,270
|
|
|
52
|
|
|
8,848
|
|
Middle East and Africa
|
—
|
|
|
—
|
|
|
6
|
|
|
1,334
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
1,334
|
|
Asia Pacific
|
—
|
|
|
—
|
|
|
16
|
|
|
3,362
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|
3,362
|
|
Hampton by Hilton
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
1
|
|
|
130
|
|
|
49
|
|
|
5,992
|
|
|
2,017
|
|
|
196,579
|
|
|
2,067
|
|
|
202,701
|
|
Americas (excluding U.S.)
|
—
|
|
|
—
|
|
|
11
|
|
|
1,420
|
|
|
86
|
|
|
10,210
|
|
|
97
|
|
|
11,630
|
|
Europe
|
—
|
|
|
—
|
|
|
13
|
|
|
2,090
|
|
|
35
|
|
|
5,108
|
|
|
48
|
|
|
7,198
|
|
Asia Pacific
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
1,585
|
|
|
9
|
|
|
1,585
|
|
Homewood Suites by Hilton
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
—
|
|
|
—
|
|
|
25
|
|
|
2,687
|
|
|
375
|
|
|
42,377
|
|
|
400
|
|
|
45,064
|
|
Americas (excluding U.S.)
|
—
|
|
|
—
|
|
|
2
|
|
|
219
|
|
|
16
|
|
|
1,821
|
|
|
18
|
|
|
2,040
|
|
Home2 Suites by Hilton
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
126
|
|
|
13,032
|
|
|
126
|
|
|
13,032
|
|
Americas (excluding U.S.)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
317
|
|
|
3
|
|
|
317
|
|
Other
|
—
|
|
|
—
|
|
|
2
|
|
|
888
|
|
|
5
|
|
|
1,038
|
|
|
7
|
|
|
1,926
|
|
Lodging
|
141
|
|
|
57,716
|
|
|
559
|
|
|
165,320
|
|
|
4,175
|
|
|
573,404
|
|
|
4,875
|
|
|
796,440
|
|
Hilton Grand Vacations
|
—
|
|
|
—
|
|
|
47
|
|
|
7,657
|
|
|
—
|
|
|
—
|
|
|
47
|
|
|
7,657
|
|
Total
|
141
|
|
|
57,716
|
|
|
606
|
|
|
172,977
|
|
|
4,175
|
|
|
573,404
|
|
|
4,922
|
|
|
804,097
|
|
(1)
|
Includes properties owned or leased by entities in which we own a noncontrolling interest. Also includes 67 owned and leased hotels that were owned by Park effective January 3, 2017 as a result of the completion of the spin-offs.
|
•
|
Timeshare Sales
—HGV markets and sells timeshare interests previously owned by Hilton and third parties. HGV also sources timeshare intervals through sales and marketing agreements with third-party developers. This allows HGV to sell timeshare intervals on behalf of third-party developers using the Hilton Grand Vacations brand in exchange for sales, marketing and branding fees on interval sales, and to earn fees from resort operations and the servicing of consumer loans while deploying little up-front capital related to the construction of the property.
|
•
|
Resort Operations
—HGV manages the HGV Club, receiving enrollment fees, annual dues and transaction fees from member exchanges for other vacation products. HGV generates rental revenue from unit rentals of unsold inventory and inventory made available due to ownership exchanges under the HGV Club program. HGV also earns revenue from retail and spa outlets at our timeshare properties.
|
•
|
Financing
—HGV provides consumer financing, which includes interest income generated from the origination of consumer loans to customers to finance their purchase of timeshare intervals and revenue from servicing the loans.
|
•
|
Creating opportunities
-
Youth Opportunity, Great Place to Work, Intrapreneurship: we have a passion, and a responsibility to invest in current and future employees. We open doors that help individuals build meaningful job and life skills through the hospitality industry.
|
•
|
Strengthening communities
- Skills-based Volunteering, Human Rights, Disaster Support: we encourage and enable our employees to deliver hospitality to our communities. We are committed to having a positive economic and social impact on the millions of communities and lives we touch.
|
•
|
Preserving environment
-
Energy, Carbon, Water, Waste, Responsible Sourcing: as environmental stewards for the wellbeing of people and ecosystems in our communities, we protect the environment through efficient and responsible operations and sourcing.
|
•
|
significant competition from multiple hospitality providers in all parts of the world;
|
•
|
changes in operating costs, including energy, food, employee compensation and benefits and insurance;
|
•
|
increases in costs due to inflation or other factors that may not be fully offset by price and fee increases in our business;
|
•
|
changes in taxes and governmental regulations that influence or set wages, prices, interest rates or construction and maintenance procedures and costs;
|
•
|
the costs and administrative burdens associated with complying with applicable laws and regulations;
|
•
|
the costs or desirability of complying with local practices and customs;
|
•
|
significant increases in cost for health care coverage for employees and potential government regulation with respect to health care coverage;
|
•
|
shortages of labor or labor disruptions;
|
•
|
the ability of third-party internet and other travel intermediaries to attract and retain customers;
|
•
|
the availability and cost of capital necessary for us and third-party hotel owners to fund investments, capital expenditures and service debt obligations;
|
•
|
delays in or cancellations of planned or future development or refurbishment projects;
|
•
|
the quality of services provided by franchisees;
|
•
|
the financial condition of third-party property owners, developers and joint venture partners;
|
•
|
relationships with third-party property owners, developers and joint venture partners, including the risk that owners may terminate our management, franchise or joint venture agreements;
|
•
|
cyclical over-building in the hotel industry;
|
•
|
changes in desirability of geographic regions of the hotels in our business, geographic concentration of our operations and customers and shortages of desirable locations for development;
|
•
|
changes in the supply and demand for hotel services, including rooms, food and beverage and other products and services; and
|
•
|
decreases in the frequency of business travel that may result from alternatives to in-person meetings, including virtual meetings hosted online or over private teleconferencing networks.
|
•
|
changes in general economic conditions, including low consumer confidence, unemployment levels and depressed real estate prices resulting from the severity and duration of any downturn in the U.S. or global economy;
|
•
|
governmental action and uncertainty resulting from U.S. and global political trends, including potential barriers to travel, trade and immigration;
|
•
|
war, political conditions or civil unrest, terrorist activities or threats and heightened travel security measures instituted in response to these events;
|
•
|
decreased corporate or government travel-related budgets and spending, as well as cancellations, deferrals or renegotiations of group business such as industry conventions;
|
•
|
statements, actions, or interventions by governmental officials related to travel and corporate travel-related activities and the resulting negative public perception of such travel and activities;
|
•
|
the financial and general business condition of the airline, automotive and other transportation-related industries and its effect on travel, including decreased airline capacity and routes;
|
•
|
conditions that negatively shape public perception of travel, including travel-related accidents and outbreaks of pandemic or contagious diseases, such as Ebola, Zika, avian flu, severe acute respiratory syndrome (SARS) and H1N1 (swine flu);
|
•
|
cyber-attacks;
|
•
|
climate change or availability of natural resources;
|
•
|
natural or man-made disasters, such as earthquakes, tsunamis, tornadoes, hurricanes, typhoons, floods, volcanic eruptions, oil spills and nuclear incidents;
|
•
|
changes in the desirability of particular locations or travel patterns of customers; and
|
•
|
organized labor activities, which could cause a diversion of business from hotels involved in labor negotiations and loss of business for our hotels generally as a result of certain labor tactics.
|
•
|
governmental regulations relating to real estate ownership or operations, including tax, environmental, zoning and eminent domain laws;
|
•
|
|
•
|
loss in value of real estate due to changes in market conditions or the area in which real estate is located;
|
•
|
increased potential civil liability for accidents or other occurrences on owned or leased properties;
|
•
|
the ongoing need for owner-funded capital improvements and expenditures to maintain or upgrade properties and to deliver properties back to landlords in a particular state of repair and condition at the end of a lease term;
|
•
|
periodic total or partial closures due to renovations and facility improvements;
|
•
|
risks associated with any mortgage debt, including the possibility of default, fluctuating interest rate levels and uncertainties in the availability of replacement financing;
|
•
|
fluctuations in real estate values or potential impairments in the value of our assets;
|
•
|
contingent liabilities that exist after we have exited a property;
|
•
|
costs linked to the employment and management of staff to run and operate an owned or leased property; and
|
•
|
the relative illiquidity of real estate compared to some other assets.
|
•
|
construction delays or cost overruns (including labor and materials);
|
•
|
obtaining zoning, occupancy and other required permits or authorizations;
|
•
|
changes in economic conditions that may result in weakened or lack of demand for improvements that we make or negative project returns;
|
•
|
governmental restrictions on the size or kind of development;
|
•
|
volatility in the debt and capital markets that may limit our ability to raise capital for projects or improvements;
|
•
|
lack of availability of rooms or meeting spaces for revenue-generating activities during construction, modernization or renovation projects;
|
•
|
force majeure events, including earthquakes, tornadoes, hurricanes, floods or tsunamis, or acts of terrorism; and
|
•
|
design defects that could increase costs.
|
•
|
issuing shares of stock that could dilute the interests of our existing stockholders;
|
•
|
spending cash and incurring debt;
|
•
|
assuming contingent liabilities; or
|
•
|
creating additional expenses.
|
•
|
rapid changes in governmental, economic and political policy, political or civil unrest, acts of terrorism or the threat of international boycotts or U.S. anti-boycott legislation;
|
•
|
increases in anti-American sentiment and the identification of the licensed brands as an American brand;
|
•
|
recessionary trends or economic instability in international markets;
|
•
|
changes in foreign currency exchange rates or currency restructurings and hyperinflation or deflation in the countries in which we operate;
|
•
|
the effect of disruptions caused by severe weather, natural disasters, outbreak of disease or other events that make travel to a particular region less attractive or more difficult;
|
•
|
the presence and acceptance of varying levels of business corruption in international markets and the effect of various anti-corruption and other laws;
|
•
|
|
•
|
the imposition of restrictions on currency conversion or the transfer of funds or limitations on our ability to repatriate non-U.S. earnings in a tax-efficient manner;
|
•
|
the ability to comply with or effect of complying with complex and changing laws, regulations and policies of foreign governments that may affect investments or operations, including foreign ownership restrictions, import and export controls, tariffs, embargoes, increases in taxes paid and other changes in applicable tax laws;
|
•
|
instability or changes in a country's or region's economic, regulatory or political conditions, including inflation, recession, interest rate fluctuations and actual or anticipated military or political conflicts or any other change resulting from the United Kingdom's June 2016 vote to leave the European Union (commonly known as "Brexit");
|
•
|
uncertainties as to local laws regarding, and enforcement of, contract and intellectual property rights;
|
•
|
forced nationalization of our properties by local, state or national governments; and
|
•
|
the difficulties involved in managing an organization doing business in many different countries.
|
•
|
be expensive and time consuming to defend, and result in significant damages;
|
•
|
force us to stop using the intellectual property that is being challenged or to stop providing products or services that use the challenged intellectual property;
|
•
|
force us to redesign or rebrand our products or services;
|
•
|
require us to enter into royalty, licensing, co-existence or other agreements to obtain the right to use a third party’s intellectual property;
|
•
|
limit our ability to develop new intellectual property; and
|
•
|
limit the use or the scope of our intellectual property or other rights.
|
•
|
cause damage to one or more of our properties that may not be fully covered by insurance to the value of the damages;
|
•
|
cause all or portions of affected properties to be shut down for prolonged periods, resulting in a loss of income;
|
•
|
generally reduce travel to affected areas for tourism and business or adversely affect the willingness of customers to stay in or avail themselves of the services of the affected properties;
|
•
|
expose us to a risk of monetary claims arising out of death, injury or damage to property caused by any such attacks; and
|
•
|
result in higher costs for security and insurance premiums or diminish the availability of insurance coverage for losses related to terrorist attacks, particularly for properties in target areas, all of which could adversely affect our results.
|
•
|
location, including proximity to or easy access from major population centers;
|
•
|
appearance;
|
•
|
local, regional or national economic and political conditions;
|
•
|
the existence or construction of competing casinos;
|
•
|
dependence on tourism; and
|
•
|
governmental regulation.
|
•
|
requiring a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, thereby reducing our ability to use our cash flow to fund our operations, capital expenditures or dividends to stockholders and to pursue future business opportunities;
|
•
|
increasing our vulnerability to adverse economic, industry or competitive developments;
|
•
|
exposing us to increased interest expense, as our degree of leverage may cause the interest rates of any future indebtedness (whether fixed or floating rate interest) to be higher than they would be otherwise;
|
•
|
exposing us to the risk of increased interest rates because certain of our indebtedness is at variable rates of interest;
|
•
|
making it more difficult for us to satisfy our obligations with respect to our indebtedness, and any failure to comply with the obligations of any of our debt instruments, including restrictive covenants, could result in an event of default that accelerates our obligation to repay indebtedness;
|
•
|
restricting us from making strategic acquisitions or causing us to make non-strategic divestitures;
|
•
|
limiting our ability to obtain additional financing for working capital, capital expenditures, product development, satisfaction of debt service requirements, acquisitions and general corporate or other purposes; and
|
•
|
limiting our flexibility in planning for, or reacting to, changes in our business or market conditions and placing us at a competitive disadvantage compared to our competitors who may be better positioned to take advantage of opportunities that our leverage prevents us from exploiting.
|
•
|
incur or guarantee additional debt or issue disqualified stock or preferred stock;
|
•
|
pay dividends (including to us) and make other distributions on, or redeem or repurchase, capital stock;
|
•
|
make certain investments;
|
•
|
incur certain liens;
|
•
|
enter into transactions with affiliates;
|
•
|
merge or consolidate;
|
•
|
enter into agreements that restrict the ability of restricted subsidiaries to make dividends or other payments to the issuers;
|
•
|
designate restricted subsidiaries as unrestricted subsidiaries; and
|
•
|
transfer or sell assets.
|
•
|
although we do not have a stockholder rights plan, and would either submit any such plan to stockholders for ratification or cause such plan to expire within a year, these provisions would allow us to authorize the issuance of undesignated preferred stock in connection with a stockholder rights plan or otherwise, the terms of which may be established and the shares of which may be issued without stockholder approval, and which may include super voting, special approval, dividend, or other rights or preferences superior to the rights of the holders of common stock;
|
•
|
these provisions prohibit stockholder action by written consent from and after the date on which Blackstone ceases to beneficially own at least 40 percent of the total voting power of all then outstanding shares of our capital stock unless such action is recommended by all directors then in office, which would be the case upon closing of the HNA transaction;
|
•
|
these provisions provide that our board of directors is expressly authorized to make, alter or repeal our bylaws and that our stockholders may only amend our bylaws with the approval of 80 percent or more of all the outstanding shares of our capital stock entitled to vote; and
|
•
|
these provisions establish advance notice requirements for nominations for elections to our board or for proposing matters that can be acted upon by stockholders at stockholder meetings.
|
Property
|
|
Location
|
|
Rooms
|
|
Ownership
|
Waldorf Astoria Hotels & Resorts
|
|
|
|
|
|
|
Waldorf Astoria Orlando
(1)
|
|
Orlando, FL, USA
|
|
498
|
|
100%
|
Casa Marina, A Waldorf Astoria Resort
(1)
|
|
Key West, FL, USA
|
|
311
|
|
100%
|
The Reach, A Waldorf Astoria Resort
(1)
|
|
Key West, FL, USA
|
|
150
|
|
100%
|
Hilton Hotels & Resorts
|
|
|
|
|
|
|
Hilton Hawaiian Village Waikiki Beach Resort
(1)
|
|
Honolulu, HI, USA
|
|
2,860
|
|
100%
|
Hilton New York
(1)
|
|
New York, NY, USA
|
|
1,929
|
|
100%
|
Hilton San Francisco Union Square
(1)
|
|
San Francisco, CA, USA
|
|
1,919
|
|
100%
|
Hilton New Orleans Riverside
(1)
|
|
New Orleans, LA, USA
|
|
1,622
|
|
100%
|
Hilton Chicago
(1)
|
|
Chicago, IL, USA
|
|
1,544
|
|
100%
|
Hilton Waikoloa Village
(1)
|
|
Waikoloa, HI, USA
|
|
1,243
|
|
100%
|
Hilton Parc 55
(1)
|
|
San Francisco, CA, USA
|
|
1,024
|
|
100%
|
Hilton Orlando Bonnet Creek
(1)
|
|
Orlando, FL, USA
|
|
1,001
|
|
100%
|
Hilton Chicago O'Hare Airport
(1)
|
|
Chicago, IL, USA
|
|
860
|
|
100%
|
Hilton Orlando Lake Buena Vista
(1)
|
|
Orlando, FL, USA
|
|
814
|
|
100%
|
Caribe Hilton
(1)
|
|
San Juan, Puerto Rico
|
|
747
|
|
100%
|
Hilton Boston Logan Airport
(1)
|
|
Boston, MA, USA
|
|
599
|
|
100%
|
Pointe Hilton Squaw Peak Resort
(1)
|
|
Phoenix, AZ, USA
|
|
563
|
|
100%
|
Hilton Miami Airport
(1)
|
|
Miami, FL, USA
|
|
508
|
|
100%
|
Hilton Atlanta Airport
(1)
|
|
Atlanta, GA, USA
|
|
507
|
|
100%
|
Hilton São Paulo Morumbi
(1)
|
|
São Paulo, Brazil
|
|
503
|
|
100%
|
Hilton McLean Tysons Corner
(1)
|
|
McLean, VA, USA
|
|
458
|
|
100%
|
Hilton Seattle Airport & Conference Center
(1)
|
|
Seattle, WA, USA
|
|
396
|
|
100%
|
Hilton Oakland Airport
(1)
|
|
Oakland, CA, USA
|
|
360
|
|
100%
|
Hilton Paris Orly Airport
|
|
Paris, France
|
|
340
|
|
100%
|
Hilton Durban
(1)
|
|
Durban, South Africa
|
|
327
|
|
100%
|
Hilton New Orleans Airport
(1)
|
|
Kenner, LA, USA
|
|
317
|
|
100%
|
Hilton Short Hills
(1)
|
|
Short Hills, NJ, USA
|
|
304
|
|
100%
|
Hilton Blackpool
(1)
|
|
Blackpool, United Kingdom
|
|
278
|
|
100%
|
Hilton Rotterdam
(1)
|
|
Rotterdam, Netherlands
|
|
254
|
|
100%
|
Hilton Chicago/Oak Brook Suites
(1)
|
|
Oakbrook Terrace, IL, USA
|
|
211
|
|
100%
|
Hilton Belfast
(1)
|
|
Belfast, United Kingdom
|
|
198
|
|
100%
|
Hilton London Angel Islington
(1)
|
|
London, United Kingdom
|
|
188
|
|
100%
|
Hilton Edinburgh Grosvenor
(1)
|
|
Edinburgh, United Kingdom
|
|
184
|
|
100%
|
Hilton Coylumbridge
(1)
|
|
Coylumbridge, United Kingdom
|
|
175
|
|
100%
|
Hilton Bath City
(1)
|
|
Bath, United Kingdom
|
|
173
|
|
100%
|
Hilton Odawara Resort & Spa
|
|
Odawara City, Japan
|
|
173
|
|
100%
|
Hilton Nuremberg
(1)
|
|
Nuremberg, Germany
|
|
152
|
|
100%
|
Hilton Milton Keynes
(1)
|
|
Milton Keynes, United Kingdom
|
|
138
|
|
100%
|
Hilton Belfast Templepatrick Golf & Country Club
|
|
Templepatrick, United Kingdom
|
|
129
|
|
100%
|
Hilton Sheffield
(1)
|
|
Sheffield, United Kingdom
|
|
128
|
|
100%
|
Curio - A Collection by Hilton
|
|
|
|
|
|
|
Juniper Hotel Cupertino, Curio Collection by Hilton
(1)
|
|
Cupertino, CA, USA
|
|
224
|
|
100%
|
DoubleTree by Hilton
|
|
|
|
|
|
|
DoubleTree by Hilton Washington DC – Crystal City
(1)
|
|
Arlington, VA, USA
|
|
627
|
|
100%
|
DoubleTree by Hilton San Jose
(1)
|
|
San Jose, CA, USA
|
|
505
|
|
100%
|
DoubleTree by Hilton Ontario Airport
(1)
|
|
Ontario, CA, USA
|
|
482
|
|
67%
|
DoubleTree by Hilton Spokane – City Center
(1)
|
|
Spokane, WA, USA
|
|
375
|
|
10%
|
Property
|
|
Location
|
|
Rooms
|
|
Ownership
|
The Fess Parker Santa Barbara Hotel – a DoubleTree by Hilton Resort
(1)
|
|
Santa Barbara, CA, USA
|
|
360
|
|
50%
|
Embassy Suites by Hilton
|
|
|
|
|
|
|
Embassy Suites by Hilton Parsippany
(1)
|
|
Parsippany, NJ, USA
|
|
274
|
|
100%
|
Embassy Suites by Hilton Kansas City Plaza
(1)
|
|
Kansas City, MO, USA
|
|
266
|
|
100%
|
Embassy Suites by Hilton Austin Downtown Town Lake
(1)
|
|
Austin, TX, USA
|
|
259
|
|
100%
|
Embassy Suites by Hilton Atlanta Perimeter Center
(1)
|
|
Atlanta, GA, USA
|
|
241
|
|
100%
|
Embassy Suites by Hilton San Rafael Marin County
(1)
|
|
San Rafael, CA, USA
|
|
235
|
|
100%
|
Embassy Suites by Hilton Kansas City Overland Park
(1)
|
|
Overland Park, KS, USA
|
|
199
|
|
100%
|
Embassy Suites by Hilton Washington DC Georgetown
(1)
|
|
Washington, D.C., USA
|
|
197
|
|
100%
|
Embassy Suites by Hilton Phoenix Airport
(1)
|
|
Phoenix, AZ, USA
|
|
182
|
|
100%
|
Hilton Garden Inn
|
|
|
|
|
|
|
Hilton Garden Inn LAX El Segundo
(1)
|
|
El Segundo, CA, USA
|
|
162
|
|
100%
|
Hilton Garden Inn Chicago/Oakbrook Terrace
(1)
|
|
Oakbrook Terrace, IL, USA
|
|
128
|
|
100%
|
Hampton by Hilton
|
|
|
|
|
|
|
Hampton Inn & Suites Memphis – Shady Grove
(1)
|
|
Memphis, TN, USA
|
|
130
|
|
100%
|
(1)
|
Owned by Park effective January 3, 2017 as a result of the completion of the spin-offs.
|
Property
|
|
Location
|
|
Rooms
|
|
Ownership
|
Waldorf Astoria Hotels & Resorts
|
|
|
|
|
|
|
Waldorf Astoria Chicago
|
|
Chicago, IL, USA
|
|
215
|
|
12%
|
Conrad Hotels & Resorts
|
|
|
|
|
|
|
Conrad Cairo
|
|
Cairo, Egypt
|
|
614
|
|
10%
|
Conrad Dublin
(1)
|
|
Dublin, Ireland
|
|
192
|
|
48%
|
Hilton Hotels & Resorts
|
|
|
|
|
|
|
Hilton Orlando
(1)
|
|
Orlando, FL, USA
|
|
1,417
|
|
20%
|
Hilton San Diego Bayfront
(1)
|
|
San Diego, CA, USA
|
|
1,190
|
|
25%
|
Hilton Tokyo Bay
|
|
Urayasu-shi, Japan
|
|
819
|
|
24%
|
Hilton Berlin
(1)
|
|
Berlin, Germany
|
|
601
|
|
40%
|
Capital Hilton
(1)
|
|
Washington, D.C., USA
|
|
550
|
|
25%
|
Hilton Nagoya
|
|
Nagoya, Japan
|
|
460
|
|
24%
|
Hilton La Jolla Torrey Pines
(1)
|
|
La Jolla, CA, USA
|
|
394
|
|
25%
|
Hilton Mauritius Resort & Spa
|
|
Flic-en-Flac, Mauritius
|
|
193
|
|
20%
|
Hilton Imperial Dubrovnik
|
|
Dubrovnik, Croatia
|
|
147
|
|
18%
|
DoubleTree by Hilton
|
|
|
|
|
|
|
DoubleTree by Hilton Las Vegas – Airport
(1)
|
|
Las Vegas, NV, USA
|
|
190
|
|
50%
|
Embassy Suites by Hilton
|
|
|
|
|
|
|
Embassy Suites by Hilton Alexandria Old Town
(1)
|
|
Alexandria, VA, USA
|
|
288
|
|
50%
|
Embassy Suites by Hilton Secaucus Meadowlands
(1)
|
|
Secaucus, NJ, USA
|
|
261
|
|
50%
|
(1)
|
Ownership interest in such property was transferred to Park on January 3, 2017 in connection with the spin-offs.
|
Property
|
|
Location
|
|
Rooms
|
Waldorf Astoria Hotels & Resorts
|
|
|
|
|
Rome Cavalieri, Waldorf Astoria Hotels & Resorts
|
|
Rome, Italy
|
|
370
|
Waldorf Astoria Amsterdam
|
|
Amsterdam, Netherlands
|
|
93
|
Hilton Hotels & Resorts
|
|
|
|
|
Hilton Tokyo
(2)
|
|
(Shinjuku-ku) Tokyo, Japan
|
|
821
|
Ramses Hilton
|
|
Cairo, Egypt
|
|
771
|
Hilton London Kensington
|
|
London, United Kingdom
|
|
601
|
Hilton Vienna
|
|
Vienna, Austria
|
|
579
|
Hilton Tel Aviv
|
|
Tel Aviv, Israel
|
|
560
|
Hilton Osaka
(2)
|
|
Osaka, Japan
|
|
527
|
Hilton Istanbul Bosphorus
|
|
Istanbul, Turkey
|
|
500
|
Hilton Salt Lake City
(1)
|
|
Salt Lake City, UT, USA
|
|
499
|
Hilton Munich Park
|
|
Munich, Germany
|
|
484
|
Hilton Munich City
|
|
Munich, Germany
|
|
480
|
London Hilton on Park Lane
|
|
London, United Kingdom
|
|
453
|
Hilton Diagonal Mar Barcelona
|
|
Barcelona, Spain
|
|
433
|
Hilton Mainz
|
|
Mainz, Germany
|
|
431
|
Hilton Trinidad & Conference Centre
|
|
Port of Spain, Trinidad
|
|
418
|
Hilton London Heathrow Airport
|
|
London, United Kingdom
|
|
398
|
Hilton Izmir
|
|
Izmir, Turkey
|
|
380
|
Hilton Addis Ababa
|
|
Addis Ababa, Ethiopia
|
|
372
|
Hilton Vienna Danube Waterfront
|
|
Vienna, Austria
|
|
367
|
Hilton Frankfurt
|
|
Frankfurt, Germany
|
|
342
|
Hilton Brighton Metropole
|
|
Brighton, United Kingdom
|
|
340
|
Hilton Sandton
|
|
Sandton, South Africa
|
|
329
|
Hilton Milan
|
|
Milan, Italy
|
|
320
|
Hilton Brisbane
|
|
Brisbane, Australia
|
|
319
|
Hilton Glasgow
|
|
Glasgow, United Kingdom
|
|
319
|
Ankara Hilton
|
|
Ankara, Turkey
|
|
309
|
Adana Hilton
|
|
Adana, Turkey
|
|
308
|
The Waldorf Hilton, London
|
|
London, United Kingdom
|
|
298
|
Hilton Cologne
|
|
Cologne, Germany
|
|
296
|
Hilton Stockholm Slussen
|
|
Stockholm, Sweden
|
|
289
|
Hilton Nairobi
(2)
|
|
Nairobi, Kenya
|
|
287
|
Hilton Madrid Airport
|
|
Madrid, Spain
|
|
284
|
Parmelia Hilton Perth
|
|
Parmelia Perth, Australia
|
|
284
|
Hilton London Canary Wharf
|
|
London, United Kingdom
|
|
282
|
Hilton Amsterdam
|
|
Amsterdam, Netherlands
|
|
271
|
Hilton Newcastle Gateshead
|
|
Newcastle Upon Tyne, United Kingdom
|
|
254
|
Hilton Vienna Plaza
|
|
Vienna, Austria
|
|
254
|
Hilton Bonn
|
|
Bonn, Germany
|
|
252
|
Hilton London Tower Bridge
|
|
London, United Kingdom
|
|
246
|
Hilton Manchester Airport
|
|
Manchester, United Kingdom
|
|
230
|
Hilton Bracknell
|
|
Bracknell, United Kingdom
|
|
215
|
Hilton Antwerp Old Town
|
|
Antwerp, Belgium
|
|
210
|
Hilton Reading
|
|
Reading, United Kingdom
|
|
210
|
Hilton Leeds City
|
|
Leeds, United Kingdom
|
|
208
|
Hilton Watford
|
|
Watford, United Kingdom
|
|
200
|
Mersin Hilton
|
|
Mersin, Turkey
|
|
186
|
Hilton Warwick/Stratford-upon-Avon
|
|
Warwick, United Kingdom
|
|
181
|
Hilton Leicester
|
|
Leicester, United Kingdom
|
|
179
|
Hilton Innsbruck
|
|
Innsbruck, Austria
|
|
176
|
Hilton Nottingham
|
|
Nottingham, United Kingdom
|
|
176
|
Hilton St. Anne’s Manor, Bracknell
|
|
Wokingham, United Kingdom
|
|
170
|
Property
|
|
Location
|
|
Rooms
|
Hilton London Croydon
|
|
Croydon, United Kingdom
|
|
168
|
Hilton London Green Park
|
|
London, United Kingdom
|
|
163
|
Hilton Cobham
|
|
Cobham, United Kingdom
|
|
158
|
Hilton Paris La Defense
|
|
Paris, France
|
|
153
|
Hilton East Midlands Airport
|
|
Derby, United Kingdom
|
|
152
|
Hilton Maidstone
|
|
Maidstone, United Kingdom
|
|
146
|
Hilton Avisford Park, Arundel
|
|
Arundel, United Kingdom
|
|
140
|
Hilton Northampton
|
|
Northampton, United Kingdom
|
|
139
|
Hilton London Hyde Park
|
|
London, United Kingdom
|
|
136
|
Hilton York
|
|
York, United Kingdom
|
|
131
|
Hilton Mainz City
|
|
Mainz, Germany
|
|
127
|
Hilton ParkSA Istanbul
|
|
Istanbul, Turkey
|
|
117
|
Hilton Puckrup Hall, Tewkesbury
|
|
Tewkesbury, United Kingdom
|
|
112
|
Hilton Glasgow Grosvenor
|
|
Glasgow, United Kingdom
|
|
97
|
DoubleTree by Hilton
|
|
|
|
|
DoubleTree by Hilton Seattle – Airport
(1)
|
|
Seattle, WA, USA
|
|
850
|
DoubleTree by Hilton San Diego – Mission Valley
(1)
|
|
San Diego, CA, USA
|
|
300
|
DoubleTree by Hilton Sonoma Wine Country
(1)
|
|
Rohnert Park, CA, USA
|
|
245
|
DoubleTree by Hilton Durango
(1)
|
|
Durango, CO, USA
|
|
159
|
(1)
|
Leased by Park effective January 3, 2017 in connection with the spin-offs.
|
(2)
|
We own a majority or controlling financial interest, but less than a 100 percent interest, in entities that lease these properties.
|
Item 5.
|
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
|
|
|
|
Dividends
|
||||||
|
Stock Price
|
|
Declared per
|
||||||||
|
High
|
|
Low
|
|
Share
|
||||||
Fiscal Year Ended December 31, 2016
|
|
|
|
|
|
||||||
First Quarter
|
$
|
68.67
|
|
|
$
|
48.48
|
|
|
$
|
0.21
|
|
Second Quarter
|
70.80
|
|
|
60.75
|
|
|
0.21
|
|
|||
Third Quarter
|
73.29
|
|
|
66.51
|
|
|
0.21
|
|
|||
Fourth Quarter
|
83.85
|
|
|
65.40
|
|
|
0.21
|
|
|||
|
|
|
|
|
|
||||||
Fiscal Year Ended December 31, 2015
|
|
|
|
|
|
||||||
First Quarter
|
$
|
90.18
|
|
|
$
|
73.08
|
|
|
$
|
—
|
|
Second Quarter
|
94.80
|
|
|
81.90
|
|
|
—
|
|
|||
Third Quarter
|
85.56
|
|
|
62.79
|
|
|
0.21
|
|
|||
Fourth Quarter
|
78.81
|
|
|
62.73
|
|
|
0.21
|
|
|
12/12/2013
|
|
12/31/2013
|
|
12/31/2014
|
|
12/31/2015
|
|
12/31/2016
|
||||||||||
Hilton
|
$
|
100.00
|
|
|
$
|
103.49
|
|
|
$
|
121.35
|
|
|
$
|
99.53
|
|
|
$
|
128.87
|
|
S&P 500
|
100.00
|
|
|
104.10
|
|
|
115.96
|
|
|
115.12
|
|
|
126.10
|
|
|||||
S&P Hotel
|
100.00
|
|
|
109.17
|
|
|
132.84
|
|
|
135.47
|
|
|
142.45
|
|
|
Year ended December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
(in millions, except per share data)
|
||||||||||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues
|
$
|
11,663
|
|
|
$
|
11,272
|
|
|
$
|
10,502
|
|
|
$
|
9,735
|
|
|
$
|
9,276
|
|
Operating income
|
1,861
|
|
|
2,071
|
|
|
1,673
|
|
|
1,102
|
|
|
1,100
|
|
|||||
Net income
|
364
|
|
|
1,416
|
|
|
682
|
|
|
460
|
|
|
359
|
|
|||||
Net income attributable to Hilton stockholders
|
348
|
|
|
1,404
|
|
|
673
|
|
|
415
|
|
|
352
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings per share
(1)
:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
1.06
|
|
|
$
|
4.27
|
|
|
$
|
2.05
|
|
|
$
|
1.35
|
|
|
$
|
1.15
|
|
Diluted
|
$
|
1.05
|
|
|
$
|
4.26
|
|
|
$
|
2.05
|
|
|
$
|
1.35
|
|
|
$
|
1.15
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash dividends declared per share
|
$
|
0.84
|
|
|
$
|
0.42
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
December 31,
|
||||||||||||||||||
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|||||||||||
|
(in millions)
|
||||||||||||||||||
Selected Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
(2)
|
$
|
26,211
|
|
|
$
|
25,622
|
|
|
$
|
26,001
|
|
|
$
|
26,410
|
|
|
$
|
27,043
|
|
Long-term debt
(2)(3)(4)
|
10,118
|
|
|
9,951
|
|
|
10,943
|
|
|
11,899
|
|
|
15,972
|
|
|||||
Timeshare debt
(2)(3)
|
694
|
|
|
502
|
|
|
625
|
|
|
672
|
|
|
—
|
|
(1)
|
Per share amounts used in the computation of basic and diluted earnings per share were adjusted to reflect the Reverse Stock Split.
|
(2)
|
All periods presented reflect the adoption of Accounting Standards Updates ("ASU") No. 2015-03 and No. 2015-15.
|
(3)
|
Includes current maturities and is net of unamortized deferred financing costs and discounts.
|
(4)
|
Includes capital lease obligations and debt of consolidated variable interest entities ("VIEs").
|
•
|
Owned and leased hotels.
Represents revenues derived from hotel operations, including room rentals, food and beverage sales and other ancillary goods and services. These revenues are primarily derived from two categories of customers: transient and group. Transient guests are individual travelers who are traveling for business or leisure. Group guests are traveling for group events that reserve rooms for meetings, conferences or social functions sponsored by associations, corporate, social, military, educational, religious or other organizations. Group business usually includes a block of room accommodations, as well as other ancillary services, such as meeting facilities and catering and banquet services. A majority of our food and beverage sales and other ancillary services are provided to customers who are also occupying rooms at our hotel properties. As a result, occupancy affects all components of our owned and leased hotel revenues.
|
•
|
Management and franchise fees and other.
Represents revenues derived from management fees earned from hotels and timeshare properties managed by us, franchise fees received in connection with the franchising of our brands and other revenue generated by the incidental support of hotel operations for owned, leased, managed and franchised properties and other rental income.
|
•
|
Terms of our management agreements vary, but our fees generally consist of a base fee, which is typically a percentage of each hotel's gross revenue, and in some cases an incentive fee, which is based on gross operating profits, cash flow or a combination thereof. Management fees from timeshare properties are generally a fixed amount as stated in the management agreement. Outside of the U.S., our fees are often more dependent on hotel
|
•
|
Under our franchise agreements, franchisees pay us franchise fees which consist of initial application and initiation fees for new hotels entering the system and monthly royalty fees, generally calculated as a percentage of room revenues. Royalty fees for our full service brands may also include a percentage of gross food and beverage revenues and other revenues, where applicable. In addition to the franchise application and royalty fees, franchisees also generally pay a monthly program fee based on a percentage of the total gross room revenue that covers the cost of advertising and marketing programs; internet, technology and reservation system expenses; and quality assurance program costs. We also earn fees when certain franchise agreements are terminated early or there is a change in ownership.
|
•
|
Timeshare.
Represents revenues derived from the sale and financing of timeshare intervals and revenues from enrollments and other fees, rentals of timeshare units, food and beverage sales and other ancillary services at our timeshare properties, which we refer to as resort operations. Additionally, in recent years, we began a transformation of our timeshare business to a capital light model in which third-party timeshare owners and developers provided capital for development while we acted as the sales and marketing agent and property manager. Through these transactions, we received a sales and marketing commission and branding fees based on the total sales price of the timeshare interval, recurring fees to operate the homeowners' associations and revenues from resort operations.
|
•
|
Other revenues from managed and franchised properties.
These revenues represent the payroll and related costs for properties that we manage where the property employees are legally our responsibility, as well as certain other operating costs of the managed and franchised properties' operations, marketing expenses and other expenses associated with our brands and shared services that are contractually either reimbursed to us by the property owners or paid from fees collected in advance from these properties when the costs are incurred. We have no legal responsibility for employees at franchised properties. The corresponding expenses are presented as other expenses from managed and franchised properties in our consolidated statements of operations resulting in no effect on operating income or net income.
|
•
|
Consumer demand and global economic conditions
. Consumer demand for our products and services is closely linked to the performance of the general economy and is sensitive to business and personal discretionary spending levels. Declines in consumer demand due to adverse general economic conditions, risks affecting or reducing travel patterns, lower consumer confidence and adverse political conditions can lower the revenues and profitability of our owned and leased operations and the amount of management and franchise fee revenues we are able to generate from our managed and franchised properties. Further, competition for hotel guests and the supply of hotel services affect our ability to sustain or increase rates charged to customers at our hotels. Also, declines in hotel profitability during an economic downturn directly affect the incentive portion of our management fees, which is based on hotel profit measures. Our timeshare segment also is linked to cycles in the general economy, consumer discretionary spending and availability of financing. As a result, changes in consumer demand and general business cycles have historically subjected and could in the future subject our revenues to significant volatility.
|
•
|
Agreements with third-party owners and franchisees and relationships with developers
. We depend on our long-term management and franchise agreements with third-party owners and franchisees for a significant portion of our management and franchise fee revenues. The success and sustainability of our management and franchise business depends on our ability to perform under our management and franchise agreements and maintain good relationships with third-party owners and franchisees. Our relationships with these third parties also generate new relationships with developers and opportunities for property development that can support our growth. Growth and maintenance of our hotel system and earning fees relating to hotels in the pipeline are dependent on the ability of developers and owners to access capital for the development, maintenance and renovation of properties. We believe that we have good relationships with our third-party owners, franchisees and developers and are committed to the continued growth and
|
•
|
Owned and leased hotels.
Reflects the operating expenses of our consolidated owned and leased hotels, including room expense, food and beverage costs, other support costs and property expenses. Room expense includes compensation costs for housekeeping, laundry and front desk staff and supply costs for guest room amenities and laundry. Food and beverage costs include costs for wait and kitchen staff and food and beverage products. Other support expenses consist of costs associated with property-level management, utilities, sales and marketing, operating hotel spas, telephones, parking and other guest recreation, entertainment and services. Property expenses include property taxes, repairs and maintenance, rent and insurance.
|
•
|
Timeshare
. Includes the cost of inventory sold during the period, sales and marketing expenses, resort operations expenses and other overhead expenses associated with our timeshare business.
|
•
|
Depreciation and amortization.
These are non-cash expenses that primarily consist of depreciation of fixed assets such as buildings, furniture, fixtures and equipment at our consolidated owned and leased hotels and certain corporate assets, as well as amortization of our management and franchise intangibles and capitalized software.
|
•
|
General, administrative and other expenses.
Consists primarily of compensation expense for our corporate staff and personnel supporting our business segments (including divisional offices that support our management and franchise segment), professional fees (including consulting, audit and legal fees), travel and entertainment expenses, bad debt expenses for uncollected management, franchise and other fees, contractual performance obligations and office administrative and related expenses. Expenses incurred by our supply management business, laundry facilities and other ancillary businesses are also included in general, administrative and other expenses.
|
•
|
Impairment losses.
We hold significant amounts of goodwill, amortizing and non-amortizing intangible assets and long-lived assets. We evaluate these assets for impairment as further discussed in "—Critical Accounting Policies and Estimates." These evaluations have resulted in impairment losses for certain of these assets based on the specific facts and circumstances surrounding the assets and our estimates of fair value. Based on economic conditions or other factors at a property-specific or company-wide level, we may be required to take additional impairment losses to reflect further declines in our asset values.
|
•
|
Other expenses from managed and franchised properties.
These expenses represent the payroll and related costs for properties that we manage where the property employees are legally our responsibility, as well as certain other operating costs of the managed and franchised properties' operations, marketing expenses and other expenses associated with our brands and shared services that are contractually either reimbursed to us by the property owners or paid from fees collected in advance from these properties when the costs are incurred. We have no legal responsibility for employees at franchised properties. The corresponding revenues are presented as other revenues from managed and franchised properties in our consolidated statements of operations resulting in no effect on operating income or net income.
|
•
|
Fixed expenses.
Many of the expenses associated with owning, leasing, managing and franchising hotels and timeshare resorts are relatively fixed. These expenses include personnel costs, rent, property taxes, insurance and utilities. If we are unable to decrease these costs significantly or rapidly when demand for our hotels and other properties decreases, the resulting decline in our revenues can have an adverse effect on our net cash flow, margins
|
•
|
Changes in depreciation and amortization expense.
Changes in depreciation expense may be driven by renovations of existing hotels, acquisition or development of new hotels, the disposition of existing hotels through sale or closure or changes in estimates of the useful lives of our assets. As we place new assets into service, we will be required to recognize additional depreciation expense on those assets. Additionally, we capitalize costs associated with certain software development projects, and as those projects are completed and placed into service, amortization expense will increase.
|
•
|
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.
|
|
Year Ended
|
|
Variance
|
||||
|
December 31, 2016
|
|
2016 vs. 2015
|
||||
Owned and leased hotels
|
|
|
|
|
|||
Occupancy
|
78.6
|
%
|
|
(0.9
|
)%
|
pts.
|
|
ADR
|
$
|
185.18
|
|
|
1.4
|
%
|
|
RevPAR
|
$
|
145.49
|
|
|
0.3
|
%
|
|
|
|
|
|
|
|||
Managed and franchised hotels
|
|
|
|
|
|||
Occupancy
|
74.6
|
%
|
|
—
|
%
|
pts.
|
|
ADR
|
$
|
139.31
|
|
|
1.9
|
%
|
|
RevPAR
|
$
|
103.92
|
|
|
2.0
|
%
|
|
|
|
|
|
|
|||
System-wide
|
|
|
|
|
|||
Occupancy
|
75.0
|
%
|
|
—
|
%
|
pts.
|
|
ADR
|
$
|
143.63
|
|
|
1.9
|
%
|
|
RevPAR
|
$
|
107.65
|
|
|
1.8
|
%
|
|
|
Year Ended
|
|
Variance
|
||||
|
December 31, 2016
|
|
2016 vs. 2015
|
||||
U.S.
|
|
|
|
|
|||
Occupancy
|
75.9
|
%
|
|
(0.1
|
)%
|
pts.
|
|
ADR
|
$
|
143.75
|
|
|
2.0
|
%
|
|
RevPAR
|
$
|
109.14
|
|
|
1.8
|
%
|
|
|
|
|
|
|
|||
Americas (excluding U.S.)
|
|
|
|
|
|||
Occupancy
|
72.3
|
%
|
|
—
|
%
|
pts.
|
|
ADR
|
$
|
122.05
|
|
|
4.2
|
%
|
|
RevPAR
|
$
|
88.22
|
|
|
4.2
|
%
|
|
|
|
|
|
|
|||
Europe
|
|
|
|
|
|||
Occupancy
|
73.9
|
%
|
|
(0.7
|
)%
|
pts.
|
|
ADR
|
$
|
146.04
|
|
|
2.0
|
%
|
|
RevPAR
|
$
|
107.95
|
|
|
1.1
|
%
|
|
|
|
|
|
|
|||
MEA
|
|
|
|
|
|||
Occupancy
|
63.1
|
%
|
|
(3.3
|
)%
|
pts.
|
|
ADR
|
$
|
166.26
|
|
|
3.6
|
%
|
|
RevPAR
|
$
|
104.94
|
|
|
(1.5
|
)%
|
|
|
|
|
|
|
|||
Asia Pacific
|
|
|
|
|
|||
Occupancy
|
71.5
|
%
|
|
3.8
|
%
|
pts.
|
|
ADR
|
$
|
145.75
|
|
|
(2.1
|
)%
|
|
RevPAR
|
$
|
104.26
|
|
|
3.5
|
%
|
|
|
Year Ended
|
|
Variance
|
||||
|
December 31, 2015
|
|
2015 vs. 2014
|
||||
Owned and leased hotels
|
|
|
|
|
|||
Occupancy
|
79.1
|
%
|
|
1.3
|
%
|
pts.
|
|
ADR
|
$
|
184.78
|
|
|
2.5
|
%
|
|
RevPAR
|
$
|
146.19
|
|
|
4.2
|
%
|
|
|
|
|
|
|
|||
Managed and franchised hotels
|
|
|
|
|
|||
Occupancy
|
75.1
|
%
|
|
1.3
|
%
|
pts.
|
|
ADR
|
$
|
136.60
|
|
|
3.6
|
%
|
|
RevPAR
|
$
|
102.61
|
|
|
5.5
|
%
|
|
|
|
|
|
|
|||
System-wide
|
|
|
|
|
|||
Occupancy
|
75.4
|
%
|
|
1.3
|
%
|
pts.
|
|
ADR
|
$
|
141.19
|
|
|
3.6
|
%
|
|
RevPAR
|
$
|
106.51
|
|
|
5.4
|
%
|
|
|
Year Ended
|
|
Variance
|
||||
|
December 31, 2015
|
|
2015 vs. 2014
|
||||
U.S.
|
|
|
|
|
|||
Occupancy
|
76.2
|
%
|
|
1.0
|
%
|
pts.
|
|
ADR
|
$
|
140.31
|
|
|
3.8
|
%
|
|
RevPAR
|
$
|
106.89
|
|
|
5.2
|
%
|
|
|
|
|
|
|
|||
Americas (excluding U.S.)
|
|
|
|
|
|||
Occupancy
|
73.1
|
%
|
|
1.2
|
%
|
pts.
|
|
ADR
|
$
|
126.14
|
|
|
4.8
|
%
|
|
RevPAR
|
$
|
92.18
|
|
|
6.7
|
%
|
|
|
|
|
|
|
|||
Europe
|
|
|
|
|
|||
Occupancy
|
77.0
|
%
|
|
1.7
|
%
|
pts.
|
|
ADR
|
$
|
154.81
|
|
|
3.7
|
%
|
|
RevPAR
|
$
|
119.24
|
|
|
6.1
|
%
|
|
|
|
|
|
|
|||
MEA
|
|
|
|
|
|||
Occupancy
|
66.0
|
%
|
|
2.3
|
%
|
pts.
|
|
ADR
|
$
|
153.91
|
|
|
(1.9
|
)%
|
|
RevPAR
|
$
|
101.53
|
|
|
1.7
|
%
|
|
|
|
|
|
|
|||
Asia Pacific
|
|
|
|
|
|||
Occupancy
|
68.8
|
%
|
|
5.0
|
%
|
pts.
|
|
ADR
|
$
|
140.82
|
|
|
1.3
|
%
|
|
RevPAR
|
$
|
96.85
|
|
|
9.3
|
%
|
|
|
Year Ended December 31,
|
|
Percent Change
|
||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||
|
(in millions)
|
|
|
|
|
||||||||||
U.S. owned and leased hotels
|
$
|
2,484
|
|
|
$
|
2,414
|
|
|
$
|
2,227
|
|
|
2.9
|
|
8.4
|
International owned and leased hotels
|
1,642
|
|
|
1,819
|
|
|
2,012
|
|
|
(9.7)
|
|
(9.6)
|
|||
Total owned and leased hotels
|
$
|
4,126
|
|
|
$
|
4,233
|
|
|
$
|
4,239
|
|
|
(2.5)
|
|
(0.1)
|
|
|
|
Increase / (decrease)
|
|
Net decrease due to FX changes
(1)
|
|
Net increase / (decrease) from acquired and disposed hotels
(2)
|
|
Net increase / (decrease) excluding FX changes and the effect of acquired and disposed hotels
|
||||||||||||||
|
|
|
|
|
|
||||||||||||||||||
|
Year Ended December 31,
|
|
|
|
|
||||||||||||||||||
|
2016
|
|
2015
|
|
|
|
|
||||||||||||||||
|
(in millions)
|
||||||||||||||||||||||
U.S. owned and leased hotels
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Comparable
(3)
|
$
|
2,095
|
|
|
$
|
2,056
|
|
|
$
|
39
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
39
|
|
Non-comparable
|
389
|
|
|
358
|
|
|
31
|
|
|
—
|
|
|
41
|
|
|
(10
|
)
|
||||||
U.S. owned and leased hotels
|
$
|
2,484
|
|
|
$
|
2,414
|
|
|
$
|
70
|
|
|
$
|
—
|
|
|
$
|
41
|
|
|
$
|
29
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
International owned and leased hotels
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Comparable
(3)
|
$
|
1,551
|
|
|
$
|
1,621
|
|
|
$
|
(70
|
)
|
|
$
|
(67
|
)
|
|
$
|
—
|
|
|
$
|
(3
|
)
|
Non-comparable
|
91
|
|
|
198
|
|
|
(107
|
)
|
|
(6
|
)
|
|
(95
|
)
|
|
(6
|
)
|
||||||
International owned and leased hotels
|
$
|
1,642
|
|
|
$
|
1,819
|
|
|
$
|
(177
|
)
|
|
$
|
(73
|
)
|
|
$
|
(95
|
)
|
|
$
|
(9
|
)
|
(1)
|
Unfavorable movements were a result of the strengthening of the USD compared to other currencies, primarily the British pound ("GBP"), partially offset by the strengthening of the Japanese Yen ("JPY") compared to the USD.
|
(2)
|
From January 1, 2015 to
December 31, 2016
, five properties were added to our U.S. owned and leased portfolio on a net basis and six hotels were removed from our international owned and leased portfolio on a net basis.
|
(3)
|
Represents comparable hotels for the year ended December 31, 2016.
|
|
|
|
Increase / (decrease)
|
|
Net decrease due to FX changes
(1)
|
|
Net increase / (decrease) from acquired and disposed hotels
(2)
|
|
Net increase / (decrease) excluding FX changes and the effect of acquired and disposed hotels
|
||||||||||||||
|
|
|
|
|
|
||||||||||||||||||
|
Year Ended December 31,
|
|
|
|
|
||||||||||||||||||
|
2015
|
|
2014
|
|
|
|
|
||||||||||||||||
|
(in millions)
|
||||||||||||||||||||||
U.S. owned and leased hotels
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Comparable
(3)
|
$
|
2,020
|
|
|
$
|
1,913
|
|
|
$
|
107
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
107
|
|
Non-comparable
|
394
|
|
|
314
|
|
|
80
|
|
|
—
|
|
|
81
|
|
|
(1
|
)
|
||||||
U.S. owned and leased hotels
|
$
|
2,414
|
|
|
$
|
2,227
|
|
|
$
|
187
|
|
|
$
|
—
|
|
|
$
|
81
|
|
|
$
|
106
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
International owned and leased hotels
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Comparable
(3)
|
$
|
1,448
|
|
|
$
|
1,572
|
|
|
$
|
(124
|
)
|
|
$
|
(176
|
)
|
|
$
|
—
|
|
|
$
|
52
|
|
Non-comparable
|
371
|
|
|
440
|
|
|
(69
|
)
|
|
(38
|
)
|
|
(80
|
)
|
|
49
|
|
||||||
International owned and leased hotels
|
$
|
1,819
|
|
|
$
|
2,012
|
|
|
$
|
(193
|
)
|
|
$
|
(214
|
)
|
|
$
|
(80
|
)
|
|
$
|
101
|
|
(1)
|
Unfavorable movements were a result of the strengthening of the USD compared to other currencies, primarily the GBP and the euro.
|
(2)
|
From January 1, 2014 to
December 31, 2015
, 10 properties were added to our U.S. owned and leased portfolio on a net basis and five hotels were removed from our international owned and leased portfolio on a net basis.
|
(3)
|
Represents comparable hotels for the year ended December 31, 2015.
|
|
Year Ended December 31,
|
|
Percent Change
|
||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||
|
(in millions)
|
|
|
|
|
||||||||||
Management fees
|
$
|
414
|
|
|
$
|
395
|
|
|
$
|
384
|
|
|
4.8
|
|
2.9
|
Franchise fees
|
1,192
|
|
|
1,122
|
|
|
927
|
|
|
6.2
|
|
21.0
|
|||
Other
|
95
|
|
|
84
|
|
|
90
|
|
|
13.1
|
|
(6.7)
|
|||
|
$
|
1,701
|
|
|
$
|
1,601
|
|
|
$
|
1,401
|
|
|
6.2
|
|
14.3
|
|
Year Ended December 31,
|
|
Percent Change
|
||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||
|
(in millions)
|
|
|
|
|
||||||||||
Timeshare sales
|
$
|
997
|
|
|
$
|
959
|
|
|
$
|
844
|
|
|
4.0
|
|
13.6
|
Resort operations
|
238
|
|
|
207
|
|
|
195
|
|
|
15.0
|
|
6.2
|
|||
Financing and other
|
155
|
|
|
142
|
|
|
132
|
|
|
9.2
|
|
7.6
|
|||
|
$
|
1,390
|
|
|
$
|
1,308
|
|
|
$
|
1,171
|
|
|
6.3
|
|
11.7
|
|
Year Ended December 31,
|
|
Percent Change
|
||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||
|
(in millions)
|
|
|
|
|
||||||||||
U.S. owned and leased hotels
|
$
|
1,661
|
|
|
$
|
1,589
|
|
|
$
|
1,497
|
|
|
4.5
|
|
6.1
|
International owned and leased hotels
|
1,439
|
|
|
1,579
|
|
|
1,755
|
|
|
(8.9)
|
|
(10.0)
|
|||
Total owned and leased hotels
|
$
|
3,100
|
|
|
$
|
3,168
|
|
|
$
|
3,252
|
|
|
(2.1)
|
|
(2.6)
|
|
|
|
Increase / (decrease)
|
|
Net decrease due to FX changes
(1)
|
|
Net increase / (decrease) from acquired and disposed hotels
(2)
|
|
Net increase / (decrease) excluding FX changes and the effect of acquired and disposed hotels
|
||||||||||||||
|
|
|
|
|
|
||||||||||||||||||
|
Year Ended December 31,
|
|
|
|
|
||||||||||||||||||
|
2016
|
|
2015
|
|
|
|
|
||||||||||||||||
|
(in millions)
|
||||||||||||||||||||||
U.S. owned and leased hotels
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Comparable
(3)
|
$
|
1,413
|
|
|
$
|
1,363
|
|
|
$
|
50
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
50
|
|
Non-comparable
|
248
|
|
|
226
|
|
|
22
|
|
|
—
|
|
|
25
|
|
|
(3
|
)
|
||||||
U.S. owned and leased hotels
|
$
|
1,661
|
|
|
$
|
1,589
|
|
|
$
|
72
|
|
|
$
|
—
|
|
|
$
|
25
|
|
|
$
|
47
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
International owned and leased hotels
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Comparable
(3)
|
$
|
1,356
|
|
|
$
|
1,409
|
|
|
$
|
(53
|
)
|
|
$
|
(68
|
)
|
|
$
|
—
|
|
|
$
|
15
|
|
Non-comparable
|
83
|
|
|
170
|
|
|
(87
|
)
|
|
(6
|
)
|
|
(74
|
)
|
|
(7
|
)
|
||||||
International owned and leased hotels
|
$
|
1,439
|
|
|
$
|
1,579
|
|
|
$
|
(140
|
)
|
|
$
|
(74
|
)
|
|
$
|
(74
|
)
|
|
$
|
8
|
|
(1)
|
Unfavorable movements were a result of the strengthening of the USD compared to other currencies, primarily the GBP, partially offset by the strengthening of the JPY, compared to the USD.
|
(2)
|
From January 1, 2015 to
December 31, 2016
, five properties were added to our U.S. owned and leased portfolio on a net basis and six hotels were removed from our international owned and leased hotel portfolio on a net basis.
|
(3)
|
Represents comparable hotels for the year ended December 31, 2016.
|
|
|
|
Increase / (decrease)
|
|
Net decrease due to FX changes
(1)
|
|
Net increase / (decrease) from acquired and disposed hotels
(2)
|
|
Net increase excluding FX changes and the effect of acquired and disposed hotels
|
||||||||||||||
|
|
|
|
|
|
||||||||||||||||||
|
Year Ended December 31,
|
|
|
|
|
||||||||||||||||||
|
2015
|
|
2014
|
|
|
|
|
||||||||||||||||
|
(in millions)
|
||||||||||||||||||||||
U.S. owned and leased hotels
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Comparable
(3)
|
$
|
1,347
|
|
|
$
|
1,273
|
|
|
$
|
74
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
74
|
|
Non-comparable
|
242
|
|
|
224
|
|
|
18
|
|
|
—
|
|
|
17
|
|
|
1
|
|
||||||
U.S. owned and leased hotels
|
$
|
1,589
|
|
|
$
|
1,497
|
|
|
$
|
92
|
|
|
$
|
—
|
|
|
$
|
17
|
|
|
$
|
75
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
International owned and leased hotels
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Comparable
(3)
|
$
|
1,298
|
|
|
$
|
1,407
|
|
|
$
|
(109
|
)
|
|
$
|
(154
|
)
|
|
$
|
—
|
|
|
$
|
45
|
|
Non-comparable
|
281
|
|
|
348
|
|
|
(67
|
)
|
|
(32
|
)
|
|
(60
|
)
|
|
25
|
|
||||||
International owned and leased hotels
|
$
|
1,579
|
|
|
$
|
1,755
|
|
|
$
|
(176
|
)
|
|
$
|
(186
|
)
|
|
$
|
(60
|
)
|
|
$
|
70
|
|
(1)
|
Unfavorable movements were a result of the strengthening of the USD compared to other currencies, primarily the GBP and the euro.
|
(2)
|
From January 1, 2014 to
December 31, 2015
, 10 properties were added to our U.S. owned and leased portfolio on a net basis and five hotels were removed from out international owned and leased portfolio on a net basis.
|
(3)
|
Represents comparable hotels for the year ended December 31, 2015.
|
|
Year Ended December 31,
|
|
Percent Change
|
||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||
|
(in millions)
|
|
|
|
|
||||||||||
Timeshare sales
|
$
|
739
|
|
|
$
|
701
|
|
|
$
|
586
|
|
|
5.4
|
|
19.6
|
Resort operations
|
133
|
|
|
130
|
|
|
123
|
|
|
2.3
|
|
5.7
|
|||
Financing and other
|
76
|
|
|
66
|
|
|
58
|
|
|
15.2
|
|
13.8
|
|||
|
$
|
948
|
|
|
$
|
897
|
|
|
$
|
767
|
|
|
5.7
|
|
16.9
|
|
Year Ended December 31,
|
|
Percent Change
|
||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||
|
(in millions)
|
|
|
|
|
||||||||||
Depreciation
|
$
|
358
|
|
|
$
|
351
|
|
|
$
|
313
|
|
|
2.0
|
|
12.1
|
Amortization
|
328
|
|
|
341
|
|
|
315
|
|
|
(3.8)
|
|
8.3
|
|||
|
$
|
686
|
|
|
$
|
692
|
|
|
$
|
628
|
|
|
(0.9)
|
|
10.2
|
|
Year Ended December 31,
|
|
Percent Change
|
||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||
|
(in millions)
|
|
|
|
|
||||||||||
General and administrative
|
$
|
547
|
|
|
$
|
547
|
|
|
$
|
416
|
|
|
—
|
|
31.5
|
Other
|
69
|
|
|
64
|
|
|
75
|
|
|
7.8
|
|
(14.7)
|
|||
|
$
|
616
|
|
|
$
|
611
|
|
|
$
|
491
|
|
|
0.8
|
|
24.4
|
|
Year Ended December 31,
|
|
Percent Change
|
||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||
|
(in millions)
|
|
|
|
|
||||||||||
Gain on sales of assets, net
|
$
|
9
|
|
|
$
|
306
|
|
|
$
|
—
|
|
|
(97.1)
|
|
NM
(1)
|
(1)
|
Fluctuation in terms of percentage change is not meaningful.
|
|
Year Ended December 31,
|
|
Percent Change
|
||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||
|
(in millions)
|
|
|
|
|
||||||||||
Interest expense
|
$
|
587
|
|
|
$
|
575
|
|
|
$
|
618
|
|
|
2.1
|
|
(7.0)
|
|
Year Ended December 31,
|
|
Percent Change
|
||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||
|
(in millions)
|
|
|
|
|
||||||||||
Equity in earnings from unconsolidated affiliates
|
$
|
8
|
|
|
$
|
23
|
|
|
$
|
19
|
|
|
(65.2)
|
|
21.1
|
|
Year Ended December 31,
|
|
Percent Change
|
||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||
|
(in millions)
|
|
|
|
|
||||||||||
Gain (loss) on foreign currency transactions
|
$
|
(13
|
)
|
|
$
|
(41
|
)
|
|
$
|
26
|
|
|
(68.3)
|
|
NM
(1)
|
(1)
|
Fluctuation in terms of percentage change is not meaningful.
|
|
Year Ended December 31,
|
|
Percent Change
|
||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||
|
(in millions)
|
|
|
|
|
||||||||||
Other gain (loss), net
|
$
|
(26
|
)
|
|
$
|
(1
|
)
|
|
$
|
37
|
|
|
NM
(1)
|
|
NM
(1)
|
(1)
|
Fluctuation in terms of percentage change is not meaningful.
|
|
Year Ended December 31,
|
|
Percent Change
|
||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||
|
(in millions)
|
|
|
|
|
||||||||||
Income tax expense
|
$
|
891
|
|
|
$
|
80
|
|
|
$
|
465
|
|
|
NM
(1)
|
|
(82.8)
|
|
Year Ended December 31,
|
|
Percent Change
|
||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||
|
(in millions)
|
|
|
|
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||
Ownership
|
$
|
4,157
|
|
|
$
|
4,262
|
|
|
$
|
4,271
|
|
|
(2.5)
|
|
(0.2)
|
Management and franchise
|
1,786
|
|
|
1,691
|
|
|
1,468
|
|
|
5.6
|
|
15.2
|
|||
Timeshare
|
1,390
|
|
|
1,308
|
|
|
1,171
|
|
|
6.3
|
|
11.7
|
|||
Segment revenues
|
7,333
|
|
|
7,261
|
|
|
6,910
|
|
|
1.0
|
|
5.1
|
|||
Other revenues from managed and franchised properties
|
4,446
|
|
|
4,130
|
|
|
3,691
|
|
|
7.7
|
|
11.9
|
|||
Other revenues
|
102
|
|
|
91
|
|
|
99
|
|
|
12.1
|
|
(8.1)
|
|||
Intersegment fees elimination
(1)
|
(218
|
)
|
|
(210
|
)
|
|
(198
|
)
|
|
3.8
|
|
6.1
|
|||
Total revenues
|
$
|
11,663
|
|
|
$
|
11,272
|
|
|
$
|
10,502
|
|
|
3.5
|
|
7.3
|
|
|
|
|
|
|
|
|
|
|
||||||
Adjusted EBITDA
(1)
:
|
|
|
|
|
|
|
|
|
|
||||||
Ownership
|
$
|
1,029
|
|
|
$
|
1,064
|
|
|
$
|
1,000
|
|
|
(3.3)
|
|
6.4
|
Management and franchise
|
1,786
|
|
|
1,691
|
|
|
1,468
|
|
|
5.6
|
|
15.2
|
|||
Timeshare
|
381
|
|
|
352
|
|
|
337
|
|
|
8.2
|
|
4.5
|
|||
Corporate and other
|
(221
|
)
|
|
(228
|
)
|
|
(255
|
)
|
|
(3.1)
|
|
(10.6)
|
|||
Adjusted EBITDA
|
$
|
2,975
|
|
|
$
|
2,879
|
|
|
$
|
2,550
|
|
|
3.3
|
|
12.9
|
(1)
|
Refer to
Note 23
: "
Business Segments
" in our consolidated financial statements for additional detail on our intersegment fees included in our segment revenues and segment Adjusted EBITDA.
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in millions)
|
||||||||||
Net income
|
$
|
364
|
|
|
$
|
1,416
|
|
|
$
|
682
|
|
Interest expense
|
587
|
|
|
575
|
|
|
618
|
|
|||
Income tax expense
|
891
|
|
|
80
|
|
|
465
|
|
|||
Depreciation and amortization
|
686
|
|
|
692
|
|
|
628
|
|
|||
Interest expense, income tax and depreciation and amortization included in equity in earnings from unconsolidated affiliates
|
30
|
|
|
32
|
|
|
37
|
|
|||
EBITDA
|
2,558
|
|
|
2,795
|
|
|
2,430
|
|
|||
Gain on sales of assets, net
|
(9
|
)
|
|
(306
|
)
|
|
—
|
|
|||
Loss (gain) on foreign currency transactions
|
13
|
|
|
41
|
|
|
(26
|
)
|
|||
FF&E replacement reserve
|
56
|
|
|
48
|
|
|
46
|
|
|||
Share-based compensation expense
|
91
|
|
|
162
|
|
|
74
|
|
|||
Impairment loss
|
15
|
|
|
9
|
|
|
—
|
|
|||
Impairment loss included in equity in earnings from unconsolidated affiliates
|
17
|
|
|
—
|
|
|
—
|
|
|||
Other loss (gain), net
|
26
|
|
|
1
|
|
|
(37
|
)
|
|||
Other adjustment items
|
208
|
|
|
129
|
|
|
63
|
|
|||
Adjusted EBITDA
|
$
|
2,975
|
|
|
$
|
2,879
|
|
|
$
|
2,550
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in millions)
|
||||||||||
Revenues
|
$
|
2,288
|
|
|
$
|
2,239
|
|
|
$
|
2,060
|
|
Net income attributable to Hilton stockholders
|
150
|
|
|
222
|
|
|
157
|
|
|||
Capital expenditures for property and equipment
|
185
|
|
|
203
|
|
|
152
|
|
|||
Adjusted EBITDA
(1)
|
702
|
|
|
702
|
|
|
621
|
|
|||
Cash provided by (used in):
|
|
|
|
|
|
||||||
Operating activities
|
378
|
|
|
415
|
|
|
438
|
|
|||
Investing activities
|
(184
|
)
|
|
273
|
|
|
(149
|
)
|
|||
Financing activities
|
3
|
|
|
(626
|
)
|
|
(317
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in millions)
|
||||||||||
Net income
|
$
|
151
|
|
|
$
|
224
|
|
|
$
|
156
|
|
Interest expense
|
167
|
|
|
174
|
|
|
173
|
|
|||
Income tax expense
|
100
|
|
|
168
|
|
|
110
|
|
|||
Depreciation and amortization
|
254
|
|
|
244
|
|
|
202
|
|
|||
Interest expense and depreciation and amortization included in equity in earnings from unconsolidated affiliates
|
3
|
|
|
—
|
|
|
—
|
|
|||
EBITDA
|
675
|
|
|
810
|
|
|
641
|
|
|||
Gain on sales of assets, net
|
(1
|
)
|
|
(143
|
)
|
|
—
|
|
|||
Share-based compensation expense
|
1
|
|
|
2
|
|
|
—
|
|
|||
Other loss (gain), net
|
23
|
|
|
32
|
|
|
(23
|
)
|
|||
Other adjustment items
|
4
|
|
|
1
|
|
|
3
|
|
|||
Adjusted EBITDA
|
$
|
702
|
|
|
$
|
702
|
|
|
$
|
621
|
|
|
As of and for the year ended December 31,
|
|
Percent Change
|
||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||
|
(in millions)
|
|
|
|
|
||||||||||
Net cash provided by operating activities
|
$
|
1,350
|
|
|
$
|
1,407
|
|
|
$
|
1,307
|
|
|
(4.1)
|
|
7.7
|
Net cash provided by (used in) investing activities
|
(478
|
)
|
|
414
|
|
|
(310
|
)
|
|
NM
(1)
|
|
NM
(1)
|
|||
Net cash used in financing activities
|
(29
|
)
|
|
(1,714
|
)
|
|
(1,075
|
)
|
|
(98.3)
|
|
59.4
|
|||
Working capital surplus
(2)
|
873
|
|
|
142
|
|
|
267
|
|
|
NM
(1)
|
|
(46.8)
|
(1)
|
Fluctuation in terms of percentage change is not meaningful.
|
(2)
|
Total current assets less total current liabilities.
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Less Than 1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More Than 5 Years
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Long-term debt
(1)(2)
|
$
|
12,605
|
|
|
$
|
493
|
|
|
$
|
869
|
|
|
$
|
3,977
|
|
|
$
|
7,266
|
|
Timeshare debt
(2)
|
730
|
|
|
87
|
|
|
556
|
|
|
87
|
|
|
—
|
|
|||||
Capital lease obligations
|
415
|
|
|
19
|
|
|
57
|
|
|
60
|
|
|
279
|
|
|||||
Operating leases
|
1,991
|
|
|
210
|
|
|
368
|
|
|
332
|
|
|
1,081
|
|
|||||
Purchase commitments
|
333
|
|
|
52
|
|
|
253
|
|
|
24
|
|
|
4
|
|
|||||
Total contractual obligations
|
$
|
16,074
|
|
|
$
|
861
|
|
|
$
|
2,103
|
|
|
$
|
4,480
|
|
|
$
|
8,630
|
|
(1)
|
We have assumed all extensions, which are solely at our option, were exercised.
|
(2)
|
Includes principal, as well as estimated interest payments. For our variable-rate debt, we have assumed a constant 30-day LIBOR rate
of 0.72 percent as o
f
December 31, 2016
.
|
•
|
determine if there are indicators of impairment present. Factors we consider when making this determination include assessing the overall effect of trends in the hospitality industry and the general economy, historical experience, capital costs and other asset-specific information;
|
•
|
determine the projected undiscounted future cash flows when indicators of impairment are present. Judgment is required when developing projections of future revenues and expenses based on estimated growth rates over the expected useful life of the asset group. These estimated growth rates are based on historical operating results, as well as various internal projections and external sources; and
|
•
|
determine the asset fair value when required. In determining the fair value, we often use internally-developed discounted cash flow models. Assumptions used in the discounted cash flow models include estimating cash flows, which may require us to adjust for specific market conditions, as well as capitalization rates, which are based on location, property or asset type, market-specific dynamics and overall economic performance. The discount rate takes into account our weighted average cost of capital according to our capital structure and other market specific considerations.
|
|
Maturities by Period
|
|
|
|
|
||||||||||||||||||||||||||
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
|
Carrying Value
|
|
Fair Value
|
||||||||||||||||
|
(in millions, excluding average interest rates)
|
||||||||||||||||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed-rate timeshare financing receivables
|
$
|
152
|
|
|
$
|
132
|
|
|
$
|
133
|
|
|
$
|
134
|
|
|
$
|
130
|
|
|
$
|
471
|
|
|
$
|
1,152
|
|
|
$
|
1,153
|
|
Average interest rate
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
11.98
|
%
|
|
|
|||||||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed-rate long-term debt
(2)(3)
|
$
|
54
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,481
|
|
|
$
|
3,430
|
|
|
$
|
4,965
|
|
|
$
|
5,037
|
|
Average interest rate
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
4.77
|
%
|
|
|
|||||||||||||||
Fixed-rate timeshare debt
(3)
|
$
|
73
|
|
|
$
|
50
|
|
|
$
|
36
|
|
|
$
|
46
|
|
|
$
|
39
|
|
|
$
|
—
|
|
|
$
|
244
|
|
|
$
|
246
|
|
Average interest rate
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
1.97
|
%
|
|
|
|||||||||||||||
Variable-rate long-term debt
(3)(4)
|
$
|
35
|
|
|
$
|
35
|
|
|
$
|
35
|
|
|
$
|
776
|
|
|
$
|
931
|
|
|
$
|
3,066
|
|
|
$
|
4,878
|
|
|
$
|
4,987
|
|
Average interest rate
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
3.12
|
%
|
|
|
|||||||||||||||
Variable-rate timeshare debt
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
450
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
450
|
|
|
$
|
450
|
|
Average interest rate
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
1.96
|
%
|
|
|
(1)
|
Average interest rate as of
December 31, 2016
.
|
(2)
|
Excludes capital lease obligations with a carrying value of
$242 million
and debt of certain consolidated VIEs with a carrying value
of
$33 million as of
December 31, 2016
.
|
(3)
|
Carrying value includes unamortized deferred financing costs and discounts.
|
(4)
|
For maturity date extensions that are solely at our option, we assumed they were exercised.
|
|
Page No.
|
Management’s Report on Internal Control Over Financial Reporting
|
|
Report of Independent Registered Public Accounting Firm
|
|
Report of Independent Registered Public Accounting Firm
|
|
Consolidated Financial Statements:
|
|
Consolidated Balance Sheets as of December 31, 2016 and 2015
|
|
Consolidated Statements of Operations for the years ended December 31, 2016, 2015 and 2014
|
|
Consolidated Statements of Comprehensive Income for the years ended December 31, 2016, 2015 and 2014
|
|
Consolidated Statements of Cash Flows for the years ended December 31, 2016, 2015 and 2014
|
|
Consolidated Statements of Stockholders' Equity for the years ended December 31, 2016, 2015 and 2014
|
|
Notes to Consolidated Financial Statements
|
|
December 31,
|
||||||
2016
|
|
2015
|
|||||
ASSETS
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,418
|
|
|
$
|
609
|
|
Restricted cash and cash equivalents
|
266
|
|
|
247
|
|
||
Accounts receivable, net of allowance for doubtful accounts of $36 and $30
|
1,005
|
|
|
876
|
|
||
Inventories
|
541
|
|
|
442
|
|
||
Current portion of financing receivables, net
|
138
|
|
|
129
|
|
||
Prepaid expenses
|
137
|
|
|
147
|
|
||
Income taxes receivable
|
13
|
|
|
97
|
|
||
Other
|
39
|
|
|
38
|
|
||
Total current assets (variable interest entities - $167 and $141)
|
3,557
|
|
|
2,585
|
|
||
Property, Intangibles and Other Assets:
|
|
|
|
||||
Property and equipment, net
|
8,930
|
|
|
9,119
|
|
||
Financing receivables, net
|
963
|
|
|
887
|
|
||
Investments in affiliates
|
114
|
|
|
138
|
|
||
Goodwill
|
5,822
|
|
|
5,887
|
|
||
Brands
|
4,848
|
|
|
4,919
|
|
||
Management and franchise contracts, net
|
1,019
|
|
|
1,149
|
|
||
Other intangible assets, net
|
507
|
|
|
586
|
|
||
Deferred income tax assets
|
117
|
|
|
78
|
|
||
Other
|
334
|
|
|
274
|
|
||
Total property, intangibles and other assets (variable interest entities -
$569
and $481)
|
22,654
|
|
|
23,037
|
|
||
TOTAL ASSETS
|
$
|
26,211
|
|
|
$
|
25,622
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Accounts payable, accrued expenses and other
|
$
|
2,453
|
|
|
$
|
2,206
|
|
Current maturities of long-term debt
|
98
|
|
|
94
|
|
||
Current maturities of timeshare debt
|
73
|
|
|
110
|
|
||
Income taxes payable
|
60
|
|
|
33
|
|
||
Total current liabilities (variable interest entities
- $124
and $157)
|
2,684
|
|
|
2,443
|
|
||
Long-term debt
|
10,020
|
|
|
9,857
|
|
||
Timeshare debt
|
621
|
|
|
392
|
|
||
Deferred revenues
|
64
|
|
|
283
|
|
||
Deferred income tax liabilities
|
4,575
|
|
|
4,630
|
|
||
Liability for guest loyalty program
|
889
|
|
|
784
|
|
||
Other
|
1,509
|
|
|
1,282
|
|
||
Total liabilities (variable interest entities - $766 and $627)
|
20,362
|
|
|
19,671
|
|
||
Commitments and contingencies - see Note 24
|
|
|
|
|
|
||
Equity:
|
|
|
|
||||
Preferred stock, $0.01 par value; 3,000,000,000 authorized shares, none issued or outstanding as of December 31, 2016 and 2015
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value; 10,000,000,000 authorized shares, 329,351,581 issued and 329,341,992 outstanding as of December 31, 2016 and 329,162,376 issued and 329,152,787 outstanding as of December 31, 2015
(1)
|
10
|
|
|
10
|
|
||
Additional paid-in capital
|
10,213
|
|
|
10,151
|
|
||
Accumulated deficit
|
(3,323
|
)
|
|
(3,392
|
)
|
||
Accumulated other comprehensive loss
|
(1,001
|
)
|
|
(784
|
)
|
||
Total Hilton stockholders' equity
|
5,899
|
|
|
5,985
|
|
||
Noncontrolling interests
|
(50
|
)
|
|
(34
|
)
|
||
Total equity
|
5,849
|
|
|
5,951
|
|
||
TOTAL LIABILITIES AND EQUITY
|
$
|
26,211
|
|
|
$
|
25,622
|
|
(1)
|
Common stock shares authorized, issued and outstanding have been adjusted to reflect the
1-for-3
reverse stock split that occurred on January 3, 2017.
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Revenues
|
|
|
|
|
|
||||||
Owned and leased hotels
|
$
|
4,126
|
|
|
$
|
4,233
|
|
|
$
|
4,239
|
|
Management and franchise fees and other
|
1,701
|
|
|
1,601
|
|
|
1,401
|
|
|||
Timeshare
|
1,390
|
|
|
1,308
|
|
|
1,171
|
|
|||
|
7,217
|
|
|
7,142
|
|
|
6,811
|
|
|||
Other revenues from managed and franchised properties
|
4,446
|
|
|
4,130
|
|
|
3,691
|
|
|||
Total revenues
|
11,663
|
|
|
11,272
|
|
|
10,502
|
|
|||
|
|
|
|
|
|
||||||
Expenses
|
|
|
|
|
|
||||||
Owned and leased hotels
|
3,100
|
|
|
3,168
|
|
|
3,252
|
|
|||
Timeshare
|
948
|
|
|
897
|
|
|
767
|
|
|||
Depreciation and amortization
|
686
|
|
|
692
|
|
|
628
|
|
|||
Impairment loss
|
15
|
|
|
9
|
|
|
—
|
|
|||
General, administrative and other
|
616
|
|
|
611
|
|
|
491
|
|
|||
|
5,365
|
|
|
5,377
|
|
|
5,138
|
|
|||
Other expenses from managed and franchised properties
|
4,446
|
|
|
4,130
|
|
|
3,691
|
|
|||
Total expenses
|
9,811
|
|
|
9,507
|
|
|
8,829
|
|
|||
|
|
|
|
|
|
||||||
Gain on sales of assets, net
|
9
|
|
|
306
|
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
Operating income
|
1,861
|
|
|
2,071
|
|
|
1,673
|
|
|||
|
|
|
|
|
|
||||||
Interest income
|
12
|
|
|
19
|
|
|
10
|
|
|||
Interest expense
|
(587
|
)
|
|
(575
|
)
|
|
(618
|
)
|
|||
Equity in earnings from unconsolidated affiliates
|
8
|
|
|
23
|
|
|
19
|
|
|||
Gain (loss) on foreign currency transactions
|
(13
|
)
|
|
(41
|
)
|
|
26
|
|
|||
Other gain (loss), net
|
(26
|
)
|
|
(1
|
)
|
|
37
|
|
|||
|
|
|
|
|
|
||||||
Income before income taxes
|
1,255
|
|
|
1,496
|
|
|
1,147
|
|
|||
|
|
|
|
|
|
||||||
Income tax expense
|
(891
|
)
|
|
(80
|
)
|
|
(465
|
)
|
|||
|
|
|
|
|
|
||||||
Net income
|
364
|
|
|
1,416
|
|
|
682
|
|
|||
Net income attributable to noncontrolling interests
|
(16
|
)
|
|
(12
|
)
|
|
(9
|
)
|
|||
Net income attributable to Hilton stockholders
|
$
|
348
|
|
|
$
|
1,404
|
|
|
$
|
673
|
|
|
|
|
|
|
|
||||||
Earnings per share
(1)
:
|
|
|
|
|
|
||||||
Basic
|
$
|
1.06
|
|
|
$
|
4.27
|
|
|
$
|
2.05
|
|
Diluted
|
$
|
1.05
|
|
|
$
|
4.26
|
|
|
$
|
2.05
|
|
|
|
|
|
|
|
||||||
Cash dividends declared per share
(1)
|
$
|
0.84
|
|
|
$
|
0.42
|
|
|
$
|
—
|
|
(1)
|
Weighted average shares outstanding used in the computation of basic and diluted earnings per share and cash dividends declared per share were adjusted to reflect the 1-for-3 reverse stock split that occurred on January 3, 2017.
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net income
|
$
|
364
|
|
|
$
|
1,416
|
|
|
$
|
682
|
|
Other comprehensive loss, net of tax benefit (expense):
|
|
|
|
|
|
||||||
Currency translation adjustment, net of tax of $19, $(8), and $(73)
|
(159
|
)
|
|
(134
|
)
|
|
(299
|
)
|
|||
Pension liability adjustment, net of tax of $(2), $10, and $27
|
(57
|
)
|
|
(15
|
)
|
|
(45
|
)
|
|||
Cash flow hedge adjustment, net of tax of $2, $4, and $5
|
(2
|
)
|
|
(7
|
)
|
|
(9
|
)
|
|||
Total other comprehensive loss
|
(218
|
)
|
|
(156
|
)
|
|
(353
|
)
|
|||
|
|
|
|
|
|
||||||
Comprehensive income
|
146
|
|
|
1,260
|
|
|
329
|
|
|||
Comprehensive income attributable to noncontrolling interests
|
(15
|
)
|
|
(12
|
)
|
|
(14
|
)
|
|||
Comprehensive income attributable to Hilton stockholders
|
$
|
131
|
|
|
$
|
1,248
|
|
|
$
|
315
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Operating Activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
364
|
|
|
$
|
1,416
|
|
|
$
|
682
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
686
|
|
|
692
|
|
|
628
|
|
|||
Impairment loss
|
15
|
|
|
9
|
|
|
—
|
|
|||
Gain on sales of assets, net
|
(9
|
)
|
|
(306
|
)
|
|
—
|
|
|||
Equity in earnings from unconsolidated affiliates
|
(8
|
)
|
|
(23
|
)
|
|
(19
|
)
|
|||
Loss (gain) on foreign currency transactions
|
13
|
|
|
41
|
|
|
(26
|
)
|
|||
Other loss (gain), net
|
26
|
|
|
1
|
|
|
(37
|
)
|
|||
Share-based compensation
|
65
|
|
|
124
|
|
|
78
|
|
|||
Amortization of deferred financing costs and other
|
32
|
|
|
38
|
|
|
50
|
|
|||
Distributions from unconsolidated affiliates
|
22
|
|
|
26
|
|
|
22
|
|
|||
Deferred income taxes
|
(79
|
)
|
|
(479
|
)
|
|
14
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable, net
|
(143
|
)
|
|
(47
|
)
|
|
(143
|
)
|
|||
Inventories
|
15
|
|
|
(39
|
)
|
|
56
|
|
|||
Prepaid expenses
|
—
|
|
|
(27
|
)
|
|
(8
|
)
|
|||
Income taxes receivable
|
84
|
|
|
35
|
|
|
(57
|
)
|
|||
Other current assets
|
(2
|
)
|
|
32
|
|
|
(10
|
)
|
|||
Accounts payable, accrued expenses and other
|
217
|
|
|
59
|
|
|
8
|
|
|||
Income taxes payable
|
28
|
|
|
13
|
|
|
10
|
|
|||
Change in timeshare financing receivables
|
(54
|
)
|
|
(49
|
)
|
|
(27
|
)
|
|||
Change in deferred revenues
|
(219
|
)
|
|
(212
|
)
|
|
(179
|
)
|
|||
Change in liability for guest loyalty program
|
154
|
|
|
64
|
|
|
206
|
|
|||
Change in other liabilities
|
199
|
|
|
154
|
|
|
12
|
|
|||
Other
|
(56
|
)
|
|
(115
|
)
|
|
47
|
|
|||
Net cash provided by operating activities
|
1,350
|
|
|
1,407
|
|
|
1,307
|
|
|||
Investing Activities:
|
|
|
|
|
|
||||||
Capital expenditures for property and equipment
|
(317
|
)
|
|
(310
|
)
|
|
(268
|
)
|
|||
Acquisitions, net of cash acquired
|
—
|
|
|
(1,402
|
)
|
|
—
|
|
|||
Proceeds from asset dispositions
|
11
|
|
|
2,205
|
|
|
44
|
|
|||
Contract acquisition costs
|
(55
|
)
|
|
(37
|
)
|
|
(65
|
)
|
|||
Capitalized software costs
|
(81
|
)
|
|
(62
|
)
|
|
(69
|
)
|
|||
Other
|
(36
|
)
|
|
20
|
|
|
48
|
|
|||
Net cash provided by (used in) investing activities
|
(478
|
)
|
|
414
|
|
|
(310
|
)
|
|||
Financing Activities:
|
|
|
|
|
|
||||||
Borrowings
|
4,715
|
|
|
48
|
|
|
350
|
|
|||
Repayment of debt
|
(4,359
|
)
|
|
(1,624
|
)
|
|
(1,424
|
)
|
|||
Debt issuance costs
|
(76
|
)
|
|
—
|
|
|
(9
|
)
|
|||
Capital contribution
|
—
|
|
|
—
|
|
|
13
|
|
|||
Dividends paid
|
(277
|
)
|
|
(138
|
)
|
|
—
|
|
|||
Distributions to noncontrolling interests
|
(32
|
)
|
|
(8
|
)
|
|
(5
|
)
|
|||
Excess tax benefits from share-based compensation
|
—
|
|
|
8
|
|
|
—
|
|
|||
Net cash used in financing activities
|
(29
|
)
|
|
(1,714
|
)
|
|
(1,075
|
)
|
|||
Effect of exchange rate changes on cash, restricted cash and cash equivalents
|
(15
|
)
|
|
(19
|
)
|
|
(14
|
)
|
|||
Net increase (decrease) in cash, restricted cash and cash equivalents
|
828
|
|
|
88
|
|
|
(92
|
)
|
|||
Cash, restricted cash and cash equivalents, beginning of period
|
856
|
|
|
768
|
|
|
860
|
|
|||
Cash, restricted cash and cash equivalents, end of period
|
$
|
1,684
|
|
|
$
|
856
|
|
|
$
|
768
|
|
|
Equity Attributable to Hilton Stockholders
|
|
|
|
|
|||||||||||||||||||||
|
|
|
Additional
Paid-in Capital |
|
|
|
Accumulated
Other Comprehensive Loss |
|
|
|
|
|||||||||||||||
|
Common Stock
|
|
|
Accumulated Deficit
|
|
|
Noncontrolling
Interests |
|
Total
|
|||||||||||||||||
|
Shares
(1)
|
|
Amount
|
|
|
|
|
|
||||||||||||||||||
Balance as of December 31, 2013
|
328
|
|
|
$
|
10
|
|
|
$
|
9,948
|
|
|
$
|
(5,331
|
)
|
|
$
|
(264
|
)
|
|
$
|
(87
|
)
|
|
$
|
4,276
|
|
Share-based compensation
|
—
|
|
|
—
|
|
|
101
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
101
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
673
|
|
|
—
|
|
|
9
|
|
|
682
|
|
||||||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(304
|
)
|
|
5
|
|
|
(299
|
)
|
||||||
Pension liability adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(45
|
)
|
|
—
|
|
|
(45
|
)
|
||||||
Cash flow hedge adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
(9
|
)
|
||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(358
|
)
|
|
5
|
|
|
(353
|
)
|
||||||
Capital contribution
|
—
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
||||||
Equity contributions to consolidated variable interest entities
|
—
|
|
|
—
|
|
|
(34
|
)
|
|
—
|
|
|
(6
|
)
|
|
40
|
|
|
—
|
|
||||||
Distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
(5
|
)
|
||||||
Balance as of December 31, 2014
|
328
|
|
|
10
|
|
|
10,028
|
|
|
(4,658
|
)
|
|
(628
|
)
|
|
(38
|
)
|
|
4,714
|
|
||||||
Share-based compensation
|
1
|
|
|
—
|
|
|
115
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
115
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
1,404
|
|
|
—
|
|
|
12
|
|
|
1,416
|
|
||||||
Other comprehensive loss, net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(134
|
)
|
|
—
|
|
|
(134
|
)
|
||||||
Pension liability adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15
|
)
|
|
—
|
|
|
(15
|
)
|
||||||
Cash flow hedge adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
(7
|
)
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(156
|
)
|
|
—
|
|
|
(156
|
)
|
||||||
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(138
|
)
|
|
—
|
|
|
—
|
|
|
(138
|
)
|
||||||
Excess tax benefits on equity awards
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
||||||
Distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
(8
|
)
|
||||||
Balance as of December 31, 2015
|
329
|
|
|
10
|
|
|
10,151
|
|
|
(3,392
|
)
|
|
(784
|
)
|
|
(34
|
)
|
|
5,951
|
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
62
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
62
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
348
|
|
|
—
|
|
|
16
|
|
|
364
|
|
||||||
Other comprehensive loss, net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(158
|
)
|
|
(1
|
)
|
|
(159
|
)
|
||||||
Pension liability adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(57
|
)
|
|
—
|
|
|
(57
|
)
|
||||||
Cash flow hedge adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(217
|
)
|
|
(1
|
)
|
|
(218
|
)
|
||||||
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(279
|
)
|
|
—
|
|
|
—
|
|
|
(279
|
)
|
||||||
Cumulative effect of the adoption of ASU 2015-02
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
5
|
|
||||||
Deconsolidation of a variable interest entity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
(4
|
)
|
||||||
Distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32
|
)
|
|
(32
|
)
|
||||||
Balance as of December 31, 2016
|
329
|
|
|
$
|
10
|
|
|
$
|
10,213
|
|
|
$
|
(3,323
|
)
|
|
$
|
(1,001
|
)
|
|
$
|
(50
|
)
|
|
$
|
5,849
|
|
(1)
|
Common stock shares outstanding have been adjusted to reflect the 1-for-3 reverse stock split that occurred on January 3, 2017.
|
•
|
Owned and leased hotel revenues
primarily consist of room rentals, food and beverage sales and other ancillary goods and services from owned, leased and consolidated non-wholly owned hotel properties. Revenues are recorded when rooms are occupied or goods and services have been delivered or rendered.
|
•
|
Management fees
represent fees earned from hotels and timeshare properties that we manage, usually under long-term contracts with the property owner and homeowners' associations. Management fees from hotels usually include a base fee, which is generally a percentage of hotel revenues, and an incentive fee, which is typically based on a fixed or variable percentage of hotel profits and in some cases may be subject to a stated return threshold to the owner, normally over a one-calendar year period. We recognize base fees as revenue when earned in accordance with the terms of the management agreement. For incentive fees, we recognize those amounts that would be due if the contract was terminated at the financial statement date. Management fees from timeshare properties are generally a fixed percent as stated in the management agreement and are recognized as the services are performed.
|
•
|
Franchise fees
represent fees earned in connection with the licensing of one of our hotel brands, usually under long-term contracts with the hotel owner. We charge a monthly franchise royalty fee, generally based on a percentage of room revenue, as well as application and initiation fees for new hotels entering the system. Royalty fees for our full service brands may also include a percentage of gross food and beverage revenues and other revenues, where applicable. We also earn fees when certain franchise agreements are terminated early or there is a change in ownership. Application and initiation fees are recognized when all services and conditions have been substantially performed or satisfied by us, generally upon execution of the agreement. We recognize royalty and other franchise fees as the fees are earned, which is when all material services or conditions have been performed or satisfied.
|
•
|
Other revenues
include revenues generated by the incidental support of hotel operations for owned, leased, managed and franchised hotels, including purchasing operations, and other rental income. This includes any revenues received for vendor rebate arrangements we participate in as a manager of hotel and timeshare properties.
|
•
|
Timeshare revenues
consist of revenues generated from our Hilton Grand Vacations timeshare business. Timeshare revenues are principally generated from the sale and financing of fee-simple timeshare intervals deeded in perpetuity, developed or acquired either by us or by third parties. Revenue from a deeded timeshare sale is recognized when the customer has executed a binding sales contract, a minimum 10 percent down payment has been received, certain minimum sales thresholds for a timeshare project have been attained, the purchaser’s period to cancel for a refund has expired and the related receivable is deemed to be collectible. We defer revenue recognition for sales that do not meet these criteria. During periods of construction, revenue from timeshare sales is recognized under the percentage-of-completion method. In this case, sales revenue is recognized on a straight-line basis over the term of the lease. Additionally, we receive sales commissions from certain third-party developers that we assist in selling their timeshare inventory. We recognize revenue from commissions on these sales as intervals are sold and we fulfill the service requirements under the respective sales agreements with the developers. Revenue from the financing of timeshare sales is recognized on the accrual method as earned based on the outstanding principal, interest rate and terms stated in each individual financing agreement. We record an estimate of uncollectible accounts as a reduction of sales revenue at the time revenue is recognized on a timeshare interval sale. See the "Financing Receivables" section below for further discussion of the policies applicable to our timeshare financing receivables. We also generate revenues from club enrollment and other fees, rentals of timeshare units, food and beverage sales and other ancillary services at our timeshare properties that are recognized when units are rented or goods and services are delivered or rendered.
|
•
|
Other revenues from managed and franchised properties
represent payroll and related costs, certain other operating costs of the managed and franchised properties’ operations, marketing expenses and other expenses associated with our brands and shared services that are contractually reimbursed to us by the property owners or paid from fees collected in advance from these properties when the costs are incurred. The corresponding expenses are presented as other expenses from managed and franchised properties in our consolidated statements of operations, resulting in no effect on operating income (loss) or net income (loss).
|
•
|
Timeshare financing receivables
comprise loans related to our financing of timeshare interval sales and secured by the underlying timeshare properties. We determine our timeshare financing receivables to be past due based on the contractual terms of the individual mortgage loans. We recognize interest income on our timeshare financing receivables as earned. The interest rate charged on the notes correlates to the risk profile of the borrower at the time of purchase and the percentage of the purchase that is financed, among other factors. We monitor the credit quality of our receivables on an ongoing basis. We evaluate this portfolio collectively for uncollectibility, since we hold a large group of homogeneous timeshare financing receivables, which are individually immaterial. There are no significant concentrations of credit risk with any individual counterparty or groups of counterparties. We use a technique referred to as static pool analysis as the basis for determining our general reserve requirements on our timeshare financing receivables. The adequacy of the related allowance for loan loss is determined by management through analysis of several factors, such as current economic conditions and industry trends, as well as the specific risk characteristics of the portfolio including assumed default rates, aging and historical write-offs of these receivables. The allowance for loan loss is maintained at a level deemed adequate by management based on a periodic analysis of the mortgage portfolio. Once a note is 90 days past due or is determined to be uncollectible prior to 90 days past due, we cease accruing interest and reverse the accrued interest recognized up to that point. We apply payments we receive for loans, including those in non-accrual status, to amounts due in the following order: servicing fees, late charges, interest and principal. We resume interest accrual for loans for which we had previously ceased accruing interest once the loan is less than 90 days past due. We fully reserve for a timeshare financing receivable in the month following the date that the loan is 120 days past due and, subsequently, we write off the uncollectible note against the reserve once the foreclosure process is complete and we receive the deed for the foreclosed unit.
|
•
|
Other financing receivables
primarily comprise individual loans and other types of unsecured financing arrangements provided to hotel owners. We individually assess all financing receivables in this portfolio for collectibility and impairment. We measure loan impairment based on the present value of expected future cash flows discounted at the loan’s effective interest rate. For impaired loans, we establish a specific impairment reserve for the difference between the recorded investment in the loan and the present value of the expected future cash flows. We do not recognize interest income on unsecured financing to hotel owners for notes that are greater than 90 days past due and only resume interest recognition if the financing receivable becomes current. We fully reserve unsecured financing to hotel owners when we determine that the receivables are uncollectible and when all commercially reasonable means of recovering the receivable balances have been exhausted.
|
•
|
Level 1 - Valuation is based upon quoted prices (unadjusted) for identical assets or liabilities in active markets.
|
•
|
Level 2 - Valuation is based upon quoted prices for similar assets and liabilities in active markets, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the instrument.
|
•
|
Level 3 - Valuation is based upon other unobservable inputs that are significant to the fair value measurement.
|
•
|
RSUs
generally vest in annual installments over two or three years from the date of grant. Vested RSUs generally will be settled for our common stock, with the exception of certain awards that will be settled in cash. The grant date fair value is equal to the closing stock price on the date of grant.
|
•
|
Options
vest over three years in equal annual installments from the date of grant 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 is estimated using the Black-Scholes-Merton Model.
|
•
|
Performance shares
are settled at the end of a 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 return 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, income tax 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 that in each case, ranges from a zero to 200 percent payout. The grant date fair value of the relative shareholder return awards is estimated using the Monte Carlo Simulation, and the grant date fair value for the EBITDA CAGR awards is equal to the closing stock price on the date of grant.
|
•
|
DSUs
are issued to our independent directors and are fully vested and non-forfeitable on the date of grant. DSUs are settled for shares of our common stock, which are deliverable upon the earlier of termination of the individual's
|
•
|
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;
|
•
|
the Parc 55 in San Francisco, California; and
|
•
|
the Juniper Hotel Cupertino in Cupertino, California.
|
|
(in millions)
|
||
Total revenues
|
$
|
316
|
|
Income before income taxes
|
58
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(in millions)
|
||||||
Timeshare
|
$
|
517
|
|
|
$
|
420
|
|
Hotel
|
24
|
|
|
22
|
|
||
|
$
|
541
|
|
|
$
|
442
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(in millions)
|
||||||
Land
|
$
|
3,396
|
|
|
$
|
3,486
|
|
Buildings and leasehold improvements
|
6,423
|
|
|
6,410
|
|
||
Furniture and equipment
|
1,295
|
|
|
1,263
|
|
||
Construction-in-progress
|
105
|
|
|
80
|
|
||
|
11,219
|
|
|
11,239
|
|
||
Accumulated depreciation
|
(2,289
|
)
|
|
(2,120
|
)
|
||
|
$
|
8,930
|
|
|
$
|
9,119
|
|
|
December 31, 2016
|
||||||||||||||
|
Securitized Timeshare
|
|
Unsecuritized Timeshare
(1)
|
|
Other
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Financing receivables
|
$
|
204
|
|
|
$
|
795
|
|
|
$
|
68
|
|
|
$
|
1,067
|
|
Less: allowance for loan loss
|
(7
|
)
|
|
(97
|
)
|
|
—
|
|
|
(104
|
)
|
||||
|
197
|
|
|
698
|
|
|
68
|
|
|
963
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Current portion of financing receivables
|
49
|
|
|
103
|
|
|
2
|
|
|
154
|
|
||||
Less: allowance for loan loss
|
(2
|
)
|
|
(14
|
)
|
|
—
|
|
|
(16
|
)
|
||||
|
47
|
|
|
89
|
|
|
2
|
|
|
138
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total financing receivables
|
$
|
244
|
|
|
$
|
787
|
|
|
$
|
70
|
|
|
$
|
1,101
|
|
|
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
$509 million
and
$163 million
of gross timeshare financing receivables securing our revolving non-recourse timeshare financing receivables credit facility (the "Timeshare Facility"), as of
December 31, 2016
and
2015
, respectively.
|
|
Securitized Timeshare
|
|
Unsecuritized Timeshare
|
||||
Year
|
(in millions)
|
||||||
2017
|
$
|
49
|
|
|
$
|
103
|
|
2018
|
48
|
|
|
84
|
|
||
2019
|
45
|
|
|
89
|
|
||
2020
|
41
|
|
|
93
|
|
||
2021
|
33
|
|
|
96
|
|
||
Thereafter
|
37
|
|
|
433
|
|
||
|
253
|
|
|
898
|
|
||
Less: allowance for loan loss
|
(9
|
)
|
|
(111
|
)
|
||
|
$
|
244
|
|
|
$
|
787
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(in millions)
|
||||||
Current
|
$
|
1,099
|
|
|
$
|
1,035
|
|
30 - 89 days past due
|
14
|
|
|
15
|
|
||
90 - 119 days past due
|
6
|
|
|
4
|
|
||
120 days and greater past due
|
32
|
|
|
28
|
|
||
|
$
|
1,151
|
|
|
$
|
1,082
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(in millions)
|
||||||
Equity investments
|
$
|
105
|
|
|
$
|
129
|
|
Other investments
|
9
|
|
|
9
|
|
||
|
$
|
114
|
|
|
$
|
138
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(in millions)
|
||||||
Cash and cash equivalents
|
$
|
64
|
|
|
$
|
46
|
|
Restricted cash and cash equivalents
|
30
|
|
|
15
|
|
||
Accounts receivable, net
|
19
|
|
|
19
|
|
||
Property and equipment, net
|
260
|
|
|
72
|
|
||
Financing receivables, net
|
244
|
|
|
350
|
|
||
Deferred income tax assets
|
58
|
|
|
62
|
|
||
Other non-current assets
|
53
|
|
|
52
|
|
||
Accounts payable, accrued expenses and other
|
40
|
|
|
35
|
|
||
Long-term debt
|
418
|
|
|
219
|
|
||
Timeshare debt
|
244
|
|
|
353
|
|
||
Deferred income tax liabilities
|
53
|
|
|
1
|
|
|
Ownership
|
|
Management and Franchise
|
|
Total
|
||||||
|
(in millions)
|
||||||||||
Goodwill
|
$
|
4,552
|
|
|
$
|
5,129
|
|
|
$
|
9,681
|
|
Accumulated impairment losses
|
(3,527
|
)
|
|
—
|
|
|
(3,527
|
)
|
|||
Balance as of December 31, 2014
|
1,025
|
|
|
5,129
|
|
|
6,154
|
|
|||
|
|
|
|
|
|
||||||
Dispositions of business
(1)
|
(221
|
)
|
|
—
|
|
|
(221
|
)
|
|||
|
|
|
|
|
|
||||||
Foreign currency translation
|
(4
|
)
|
|
(42
|
)
|
|
(46
|
)
|
|||
|
|
|
|
|
|
||||||
Goodwill
|
3,575
|
|
|
5,087
|
|
|
8,662
|
|
|||
Accumulated impairment losses
|
(2,775
|
)
|
|
—
|
|
|
(2,775
|
)
|
|||
Balance as of December 31, 2015
|
800
|
|
|
5,087
|
|
|
5,887
|
|
|||
|
|
|
|
|
|
||||||
Foreign currency translation
|
(12
|
)
|
|
(53
|
)
|
|
(65
|
)
|
|||
|
|
|
|
|
|
||||||
Goodwill
|
3,563
|
|
|
5,034
|
|
|
8,597
|
|
|||
Accumulated impairment losses
|
(2,775
|
)
|
|
—
|
|
|
(2,775
|
)
|
|||
Balance as of December 31, 2016
|
$
|
788
|
|
|
$
|
5,034
|
|
|
$
|
5,822
|
|
(1)
|
In connection with the sales of the Waldorf Astoria New York and the Hilton Sydney, goodwill was reduced by
$973 million
and accumulated impairment losses was reduced by
$752 million
.
|
|
December 31, 2016
|
||||||||||
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||
|
(in millions)
|
||||||||||
Amortizing Intangible Assets:
|
|
|
|
|
|
||||||
Management and franchise agreements
|
$
|
2,653
|
|
|
$
|
(1,634
|
)
|
|
$
|
1,019
|
|
Leases
|
348
|
|
|
(158
|
)
|
|
190
|
|
|||
Capitalized software
|
555
|
|
|
(391
|
)
|
|
164
|
|
|||
Hilton Honors
|
335
|
|
|
(192
|
)
|
|
143
|
|
|||
Other
|
42
|
|
|
(32
|
)
|
|
10
|
|
|||
|
$
|
3,933
|
|
|
$
|
(2,407
|
)
|
|
$
|
1,526
|
|
|
|
|
|
|
|
||||||
Non-amortizing Intangible Assets:
|
|
|
|
|
|
||||||
Brands
|
$
|
4,848
|
|
|
$
|
—
|
|
|
$
|
4,848
|
|
|
December 31, 2015
|
||||||||||
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||
|
(in millions)
|
||||||||||
Amortizing Intangible Assets:
|
|
|
|
|
|
||||||
Management and franchise agreements
|
$
|
2,616
|
|
|
$
|
(1,467
|
)
|
|
$
|
1,149
|
|
Leases
|
390
|
|
|
(156
|
)
|
|
234
|
|
|||
Capitalized software
|
468
|
|
|
(293
|
)
|
|
175
|
|
|||
Hilton Honors
|
341
|
|
|
(174
|
)
|
|
167
|
|
|||
Other
|
38
|
|
|
(28
|
)
|
|
10
|
|
|||
|
$
|
3,853
|
|
|
$
|
(2,118
|
)
|
|
$
|
1,735
|
|
|
|
|
|
|
|
||||||
Non-amortizing Intangible Assets:
|
|
|
|
|
|
||||||
Brands
|
$
|
4,919
|
|
|
$
|
—
|
|
|
$
|
4,919
|
|
Year
|
(in millions)
|
||
2017
|
$
|
302
|
|
2018
|
282
|
|
|
2019
|
259
|
|
|
2020
|
208
|
|
|
2021
|
81
|
|
|
Thereafter
|
394
|
|
|
|
$
|
1,526
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(in millions)
|
||||||
Accrued employee compensation and benefits
|
$
|
584
|
|
|
$
|
475
|
|
Accounts payable
|
381
|
|
|
331
|
|
||
Liability for guest loyalty program, current
|
543
|
|
|
494
|
|
||
Deposit liabilities
|
218
|
|
|
212
|
|
||
Deferred revenues, current
|
65
|
|
|
65
|
|
||
Insurance reserves, current
|
99
|
|
|
90
|
|
||
Other accrued expenses
|
563
|
|
|
539
|
|
||
|
$
|
2,453
|
|
|
$
|
2,206
|
|
|
December 31, 2016
|
|
|
|
|
|
December 31, 2015
|
||||||||||
|
Interest
|
|
|
|
|
|
|
|
|
||||||||
|
Rate
(1)
|
|
Balance
|
|
Issuances
|
|
Repayments
|
|
Balance
|
||||||||
|
(%)
|
|
(in millions)
|
||||||||||||||
Senior notes due 2021
|
5.625
|
|
$
|
1,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,500
|
|
Senior notes due 2024
(2)
|
4.25
|
|
1,000
|
|
|
1,000
|
|
|
—
|
|
|
—
|
|
||||
Senior notes due 2024
(3)
|
6.125
|
|
300
|
|
|
300
|
|
|
—
|
|
|
—
|
|
||||
Senior secured term loan facility due 2020
|
3.50
|
|
750
|
|
|
—
|
|
|
(250
|
)
|
|
1,000
|
|
||||
Senior secured term loan facility due 2023
(4)
|
3.26
|
|
3,209
|
|
|
—
|
|
|
(16
|
)
|
|
3,225
|
|
||||
Senior secured term loan facility due 2021
(3)
|
2.94
|
|
200
|
|
|
200
|
|
|
—
|
|
|
—
|
|
||||
Senior unsecured term loan facility due 2021
(5)
|
2.22
|
|
750
|
|
|
750
|
|
|
—
|
|
|
—
|
|
||||
Commercial mortgage-backed securities loan due 2018
|
N/A
|
|
—
|
|
|
—
|
|
|
(3,418
|
)
|
|
3,418
|
|
||||
Commercial mortgage-backed securities loans due 2023 to 2026
(5)
|
4.17
|
|
2,000
|
|
|
2,000
|
|
|
—
|
|
|
—
|
|
||||
Mortgage loan due 2018
|
N/A
|
|
—
|
|
|
—
|
|
|
(450
|
)
|
|
450
|
|
||||
Mortgage loan due 2026
(5)
|
4.17
|
|
165
|
|
|
165
|
|
|
(104
|
)
|
|
104
|
|
||||
Other mortgage loans and other property debt due 2017 to 2022
(6)
|
2.95
|
|
63
|
|
|
|
|
|
|
62
|
|
||||||
Other unsecured notes due 2017
|
7.50
|
|
54
|
|
|
|
|
|
|
54
|
|
||||||
Capital lease obligations due 2018 to 2094
|
6.38
|
|
242
|
|
|
|
|
|
|
245
|
|
||||||
|
|
|
10,233
|
|
|
|
|
|
|
|
|
10,058
|
|
||||
Less: unamortized deferred financing costs and discounts
|
|
|
(115
|
)
|
|
|
|
|
|
(107
|
)
|
||||||
Less: current maturities of long-term debt
(7)
|
|
|
(98
|
)
|
|
|
|
|
|
(94
|
)
|
||||||
|
|
|
$
|
10,020
|
|
|
|
|
|
|
|
|
$
|
9,857
|
|
(1)
|
Weighted average rate, where applicable.
|
(2)
|
Issued by Hilton.
|
(3)
|
Issued by HGV.
|
(4)
|
This term loan was amended during the year ended December 31, 2016, as discussed under "Senior Credit Facilities" below.
|
(5)
|
Issued by Park.
|
(6)
|
For mortgage loans with maturity date extensions that are solely at our option, we assumed they were exercised.
|
(7)
|
Net of unamortized deferred financing costs and discounts attributable to current maturities of long-term debt.
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(in millions)
|
||||||
Timeshare Facility with a rate of 1.96%, due 2019
|
$
|
450
|
|
|
$
|
150
|
|
Securitized Timeshare Debt with an average rate of 1.97%, due 2026
|
246
|
|
|
356
|
|
||
|
696
|
|
|
506
|
|
||
Less: unamortized portion of deferred financing costs
|
(2
|
)
|
|
(4
|
)
|
||
Less: current maturities of timeshare debt
|
(73
|
)
|
|
(110
|
)
|
||
|
$
|
621
|
|
|
$
|
392
|
|
|
Long-term Debt
|
|
Timeshare Debt
|
||||
Year
|
(in millions)
|
||||||
2017
|
$
|
105
|
|
|
$
|
74
|
|
2018
|
60
|
|
|
50
|
|
||
2019
|
57
|
|
|
486
|
|
||
2020
|
820
|
|
|
47
|
|
||
2021
|
2,460
|
|
|
39
|
|
||
Thereafter
(1)
|
6,731
|
|
|
—
|
|
||
|
$
|
10,233
|
|
|
$
|
696
|
|
(1)
|
We assumed all extensions that are solely at our option for purposes of calculating maturity dates.
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(in millions)
|
||||||
Hilton Honors points sales
(1)
|
$
|
29
|
|
|
$
|
233
|
|
Other
|
35
|
|
|
50
|
|
||
|
$
|
64
|
|
|
$
|
283
|
|
(1)
|
In 2013, we sold Hilton Honors points to issuers of Hilton Honors co-branded credit cards and recorded deferred revenue upon receipt of the cash. The deferred revenue balance is reduced and revenue is recognized as the issuers use the points for promotions, rewards and incentive programs and certain other activities.
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(in millions)
|
||||||
Program surplus
|
$
|
446
|
|
|
$
|
420
|
|
Pension obligations
|
215
|
|
|
183
|
|
||
Other long-term tax liabilities
|
482
|
|
|
295
|
|
||
Deferred employee compensation and benefits
|
117
|
|
|
173
|
|
||
Insurance reserves
|
131
|
|
|
87
|
|
||
Other
|
118
|
|
|
124
|
|
||
|
$
|
1,509
|
|
|
$
|
1,282
|
|
|
|
|
December 31,
|
||||||
|
Balance Sheet Classification
|
|
2016
|
|
2015
|
||||
|
|
|
(in millions)
|
||||||
Cash Flow Hedges:
|
|
|
|
|
|
||||
Interest rate swaps
|
Other liabilities
|
|
N/A
|
|
|
$
|
15
|
|
|
|
|
|
|
|
|
||||
Non-designated Hedges:
|
|
|
|
|
|
||||
Interest rate swaps
|
Other liabilities
|
|
$
|
12
|
|
|
N/A
|
|
|
Forward contracts
|
Other current assets
|
|
3
|
|
|
1
|
|
||
Forward contracts
|
Accounts payable, accrued expenses and other
|
|
4
|
|
|
1
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
Classification of Gain (Loss) Recognized
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
(in millions)
|
||||||||||
Cash Flow Hedges:
|
|
|
|
|
|
|
|
||||||
Interest rate swaps
(1)
|
Other comprehensive loss
|
|
$
|
(7
|
)
|
|
$
|
(11
|
)
|
|
$
|
(14
|
)
|
|
|
|
|
|
|
|
|
||||||
Non-designated Hedges:
|
|
|
|
|
|
|
|
||||||
Interest rate swaps
|
Other gain (loss), net
|
|
4
|
|
|
N/A
|
|
|
N/A
|
|
|||
Interest rate swaps
(2)
|
Interest expense
|
|
4
|
|
|
N/A
|
|
|
N/A
|
|
|||
Forward contracts
|
Gain (loss) on foreign currency transactions
|
|
7
|
|
|
11
|
|
|
1
|
|
(1)
|
There were no amounts recognized in earnings related to hedge ineffectiveness or amounts excluded from hedge effectiveness testing during the years ended December 31,
2016
,
2015
and
2014
.
|
(2)
|
The amount recognized during the year ended December 31, 2016 is related to the dedesignation of these instruments as cash flow hedges and was reclassified from accumulated other comprehensive loss as the underlying transactions occurred.
|
|
December 31, 2016
|
||||||||||||||
|
|
|
Hierarchy Level
|
||||||||||||
|
Carrying Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
|
(in millions)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
958
|
|
|
$
|
—
|
|
|
$
|
958
|
|
|
$
|
—
|
|
Restricted cash equivalents
|
11
|
|
|
—
|
|
|
11
|
|
|
—
|
|
||||
Timeshare financing receivables
(1)
|
1,031
|
|
|
—
|
|
|
—
|
|
|
1,153
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Long-term debt
(2)(3)
|
9,843
|
|
|
2,886
|
|
|
—
|
|
|
7,152
|
|
||||
Timeshare debt
(3)
|
694
|
|
|
—
|
|
|
—
|
|
|
696
|
|
||||
Interest rate swaps
|
12
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
December 31, 2015
|
||||||||||||||
|
|
|
Hierarchy Level
|
||||||||||||
|
Carrying Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
|
(in millions)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
327
|
|
|
$
|
—
|
|
|
$
|
327
|
|
|
$
|
—
|
|
Restricted cash equivalents
|
18
|
|
|
—
|
|
|
18
|
|
|
—
|
|
||||
Timeshare financing receivables
(1)
|
976
|
|
|
—
|
|
|
—
|
|
|
1,080
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Long-term debt
(2)(3)
|
9,673
|
|
|
1,619
|
|
|
—
|
|
|
8,267
|
|
||||
Timeshare debt
(3)
|
502
|
|
|
—
|
|
|
—
|
|
|
506
|
|
||||
Interest rate swaps
|
15
|
|
|
—
|
|
|
15
|
|
|
—
|
|
(1)
|
Carrying value includes allowance for loan loss.
|
(2)
|
Excludes capital lease obligations with a carrying value of
$242 million
and
$245 million
as of
December 31, 2016
and
December 31, 2015
, respectively, and debt of certain consolidated VIEs with a carrying value
of
$33 million
and
$32 million
, respectively.
|
(3)
|
Carrying value includes unamortized deferred financing costs and discounts.
|
|
Operating
Leases |
|
Capital
Leases |
|
Non-Recourse
Capital Leases |
||||||
Year
|
(in millions)
|
||||||||||
2017
|
$
|
210
|
|
|
$
|
5
|
|
|
$
|
14
|
|
2018
|
191
|
|
|
5
|
|
|
23
|
|
|||
2019
|
177
|
|
|
6
|
|
|
23
|
|
|||
2020
|
171
|
|
|
6
|
|
|
24
|
|
|||
2021
|
161
|
|
|
6
|
|
|
24
|
|
|||
Thereafter
|
1,081
|
|
|
105
|
|
|
174
|
|
|||
Total minimum rent payments
|
$
|
1,991
|
|
|
133
|
|
|
282
|
|
||
Less: amount representing interest
|
|
|
(82
|
)
|
|
(91
|
)
|
||||
Present value of net minimum rent payments
|
|
|
$
|
51
|
|
|
$
|
191
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in millions)
|
||||||||||
Minimum rentals
|
$
|
268
|
|
|
$
|
290
|
|
|
$
|
293
|
|
Contingent rentals
|
120
|
|
|
126
|
|
|
146
|
|
|||
|
$
|
388
|
|
|
$
|
416
|
|
|
$
|
439
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in millions)
|
||||||||||
U.S. income before tax
|
$
|
1,582
|
|
|
$
|
1,178
|
|
|
$
|
937
|
|
Foreign income (loss) before tax
|
(327
|
)
|
|
318
|
|
|
210
|
|
|||
Income before income taxes
|
$
|
1,255
|
|
|
$
|
1,496
|
|
|
$
|
1,147
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in millions)
|
||||||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
787
|
|
|
$
|
446
|
|
|
$
|
323
|
|
State
|
107
|
|
|
45
|
|
|
28
|
|
|||
Foreign
|
76
|
|
|
68
|
|
|
100
|
|
|||
Total current
|
970
|
|
|
559
|
|
|
451
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
(123
|
)
|
|
(527
|
)
|
|
8
|
|
|||
State
|
74
|
|
|
(23
|
)
|
|
10
|
|
|||
Foreign
|
(30
|
)
|
|
71
|
|
|
(4
|
)
|
|||
Total deferred
|
(79
|
)
|
|
(479
|
)
|
|
14
|
|
|||
Total provision for income taxes
|
$
|
891
|
|
|
$
|
80
|
|
|
$
|
465
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in millions)
|
||||||||||
Statutory U.S. federal income tax provision
|
$
|
439
|
|
|
$
|
524
|
|
|
$
|
402
|
|
State income taxes, net of U.S. federal tax benefit
|
47
|
|
|
53
|
|
|
35
|
|
|||
Foreign income tax expense
|
127
|
|
|
119
|
|
|
56
|
|
|||
Foreign losses not subject to U.S. tax
|
—
|
|
|
—
|
|
|
(7
|
)
|
|||
Nontaxable liquidation of subsidiaries
|
—
|
|
|
(640
|
)
|
|
—
|
|
|||
U.S. benefit of foreign taxes
|
(69
|
)
|
|
(118
|
)
|
|
(55
|
)
|
|||
Corporate restructuring
|
513
|
|
|
—
|
|
|
—
|
|
|||
Change in deferred tax asset valuation allowance
|
(72
|
)
|
|
15
|
|
|
14
|
|
|||
Change in basis difference in foreign subsidiaries
|
20
|
|
|
8
|
|
|
10
|
|
|||
Provision (benefit) for uncertain tax positions
|
(139
|
)
|
|
18
|
|
|
5
|
|
|||
Non-deductible transaction costs
|
27
|
|
|
—
|
|
|
—
|
|
|||
Non-deductible share-based compensation
|
—
|
|
|
23
|
|
|
11
|
|
|||
Non-deductible goodwill
|
—
|
|
|
77
|
|
|
—
|
|
|||
Other, net
|
(2
|
)
|
|
1
|
|
|
(6
|
)
|
|||
Provision for income taxes
|
$
|
891
|
|
|
$
|
80
|
|
|
$
|
465
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(in millions)
|
||||||
Deferred tax assets:
|
|
|
|
||||
Net operating loss carryforwards
|
$
|
410
|
|
|
$
|
456
|
|
Compensation
|
228
|
|
|
254
|
|
||
Other reserves
|
72
|
|
|
88
|
|
||
Capital lease obligations
|
92
|
|
|
100
|
|
||
Insurance reserves
|
36
|
|
|
51
|
|
||
Program surplus
|
84
|
|
|
79
|
|
||
Other
|
83
|
|
|
108
|
|
||
Total gross deferred tax assets
|
1,005
|
|
|
1,136
|
|
||
Less: valuation allowance
|
(507
|
)
|
|
(491
|
)
|
||
Deferred tax assets
|
498
|
|
|
645
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Property and equipment
|
(2,377
|
)
|
|
(2,198
|
)
|
||
Brands
|
(1,626
|
)
|
|
(1,889
|
)
|
||
Amortizable intangible assets
|
(330
|
)
|
|
(520
|
)
|
||
Investments
|
(64
|
)
|
|
(11
|
)
|
||
Investment in foreign subsidiaries
|
(39
|
)
|
|
(35
|
)
|
||
Deferred income
|
(520
|
)
|
|
(544
|
)
|
||
Deferred tax liabilities
|
(4,956
|
)
|
|
(5,197
|
)
|
||
Net deferred taxes
|
$
|
(4,458
|
)
|
|
$
|
(4,552
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in millions)
|
||||||||||
Balance at beginning of year
|
$
|
407
|
|
|
$
|
401
|
|
|
$
|
435
|
|
Additions for tax positions related to the prior year
|
65
|
|
|
12
|
|
|
25
|
|
|||
Additions for tax positions related to the current year
|
9
|
|
|
8
|
|
|
10
|
|
|||
Reductions for tax positions for prior years
|
(204
|
)
|
|
(4
|
)
|
|
(63
|
)
|
|||
Settlements
|
(21
|
)
|
|
(4
|
)
|
|
(1
|
)
|
|||
Lapse of statute of limitations
|
(3
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|||
Currency translation adjustment
|
—
|
|
|
(4
|
)
|
|
(3
|
)
|
|||
Balance at end of year
|
$
|
253
|
|
|
$
|
407
|
|
|
$
|
401
|
|
|
Domestic Plan
|
|
U.K. Plan
|
|
International Plans
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Change in Projected Benefit Obligation:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Benefit obligation at beginning of year
|
$
|
394
|
|
|
$
|
425
|
|
|
$
|
391
|
|
|
$
|
415
|
|
|
$
|
82
|
|
|
$
|
115
|
|
Service cost
|
—
|
|
|
—
|
|
|
2
|
|
|
1
|
|
|
2
|
|
|
2
|
|
||||||
Interest cost
|
13
|
|
|
16
|
|
|
12
|
|
|
15
|
|
|
2
|
|
|
2
|
|
||||||
Actuarial loss (gain)
|
1
|
|
|
(8
|
)
|
|
87
|
|
|
(5
|
)
|
|
2
|
|
|
(1
|
)
|
||||||
Settlements and curtailments
|
(2
|
)
|
|
(14
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(4
|
)
|
||||||
Effect of foreign exchange rates
|
—
|
|
|
—
|
|
|
(74
|
)
|
|
(19
|
)
|
|
(1
|
)
|
|
(4
|
)
|
||||||
Benefits paid
|
(25
|
)
|
|
(25
|
)
|
|
(14
|
)
|
|
(16
|
)
|
|
(5
|
)
|
|
(28
|
)
|
||||||
Benefit obligation at end of year
|
$
|
381
|
|
|
$
|
394
|
|
|
$
|
404
|
|
|
$
|
391
|
|
|
$
|
81
|
|
|
$
|
82
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Change in Plan Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value of plan assets at beginning of year
|
$
|
265
|
|
|
$
|
283
|
|
|
$
|
368
|
|
|
$
|
390
|
|
|
$
|
60
|
|
|
$
|
85
|
|
Actual return on plan assets, net of expenses
|
11
|
|
|
(11
|
)
|
|
42
|
|
|
(1
|
)
|
|
1
|
|
|
—
|
|
||||||
Employer contributions
|
18
|
|
|
32
|
|
|
5
|
|
|
13
|
|
|
3
|
|
|
8
|
|
||||||
Effect of foreign exchange rates
|
—
|
|
|
—
|
|
|
(65
|
)
|
|
(18
|
)
|
|
—
|
|
|
(1
|
)
|
||||||
Benefits paid
|
(25
|
)
|
|
(25
|
)
|
|
(14
|
)
|
|
(16
|
)
|
|
(5
|
)
|
|
(28
|
)
|
||||||
Settlements
|
(2
|
)
|
|
(14
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(4
|
)
|
||||||
Fair value of plan assets at end of year
|
267
|
|
|
265
|
|
|
336
|
|
|
368
|
|
|
58
|
|
|
60
|
|
||||||
Funded status at end of year (underfunded)
|
(114
|
)
|
|
(129
|
)
|
|
(68
|
)
|
|
(23
|
)
|
|
(23
|
)
|
|
(22
|
)
|
||||||
Accumulated benefit obligation
|
$
|
381
|
|
|
$
|
394
|
|
|
$
|
404
|
|
|
$
|
391
|
|
|
$
|
81
|
|
|
$
|
82
|
|
|
Domestic Plan
|
|
U.K. Plan
|
|
International Plans
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Other non-current assets
|
$
|
4
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
7
|
|
Other liabilities
|
(118
|
)
|
|
(131
|
)
|
|
(68
|
)
|
|
(23
|
)
|
|
(29
|
)
|
|
(29
|
)
|
||||||
Net amount recognized
|
$
|
(114
|
)
|
|
$
|
(129
|
)
|
|
$
|
(68
|
)
|
|
$
|
(23
|
)
|
|
$
|
(23
|
)
|
|
$
|
(22
|
)
|
|
Domestic Plan
|
|
U.K. Plan
|
|
International Plans
|
||||||||||||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||||||||||
Net actuarial loss
|
$
|
—
|
|
|
$
|
15
|
|
|
$
|
42
|
|
|
$
|
41
|
|
|
$
|
16
|
|
|
$
|
33
|
|
|
$
|
3
|
|
|
$
|
1
|
|
|
$
|
10
|
|
Prior service credit
|
(3
|
)
|
|
(4
|
)
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Amortization of net gain
|
(3
|
)
|
|
(3
|
)
|
|
(7
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
(9
|
)
|
|
(1
|
)
|
|||||||||
Net amount recognized
|
$
|
(6
|
)
|
|
$
|
8
|
|
|
$
|
31
|
|
|
$
|
39
|
|
|
$
|
14
|
|
|
$
|
32
|
|
|
$
|
2
|
|
|
$
|
(8
|
)
|
|
$
|
9
|
|
|
Domestic Plan
|
|
U.K. Plan
|
|
International Plans
|
||||||||||||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||||||||||
Unrecognized net losses
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
3
|
|
|
$
|
4
|
|
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
Unrecognized prior service cost
|
4
|
|
|
4
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Amount unrecognized
|
$
|
6
|
|
|
$
|
6
|
|
|
$
|
7
|
|
|
$
|
4
|
|
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
Domestic Plan
|
|
U.K. Plan
|
|
International Plans
|
||||||||||||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||||||||||
Service cost
|
$
|
8
|
|
|
$
|
7
|
|
|
$
|
7
|
|
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
1
|
|
|
$
|
3
|
|
|
$
|
3
|
|
|
$
|
2
|
|
Interest cost
|
13
|
|
|
16
|
|
|
17
|
|
|
12
|
|
|
15
|
|
|
17
|
|
|
2
|
|
|
2
|
|
|
4
|
|
|||||||||
Expected return on plan assets
|
(19
|
)
|
|
(19
|
)
|
|
(18
|
)
|
|
(22
|
)
|
|
(25
|
)
|
|
(24
|
)
|
|
(3
|
)
|
|
(4
|
)
|
|
(4
|
)
|
|||||||||
Amortization of prior service cost
|
4
|
|
|
4
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Amortization of net loss
|
3
|
|
|
3
|
|
|
1
|
|
|
2
|
|
|
2
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||||||
Settlement losses
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
1
|
|
|||||||||
Net periodic pension cost (credit)
|
$
|
9
|
|
|
$
|
11
|
|
|
$
|
16
|
|
|
$
|
(6
|
)
|
|
$
|
(6
|
)
|
|
$
|
(5
|
)
|
|
$
|
2
|
|
|
$
|
11
|
|
|
$
|
4
|
|
|
Domestic Plan
|
|
U.K. Plan
|
|
International Plans
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||
Discount rate
|
4.0
|
%
|
|
4.3
|
%
|
|
2.8
|
%
|
|
3.9
|
%
|
|
3.1
|
%
|
|
3.5
|
%
|
Salary inflation
|
N/A
|
|
N/A
|
|
1.9
|
|
|
1.7
|
|
|
2.1
|
|
|
2.1
|
|
||
Pension inflation
|
N/A
|
|
N/A
|
|
3.1
|
|
|
2.8
|
|
|
1.7
|
|
|
1.6
|
|
|
Domestic Plan
|
|
U.K. Plan
|
|
International Plans
|
|||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
|||||||||
Discount rate
|
4.2
|
%
|
|
3.9
|
%
|
|
4.7
|
%
|
|
3.9
|
%
|
|
3.8
|
%
|
|
4.7
|
%
|
|
3.5
|
%
|
|
3.3
|
%
|
|
4.3
|
%
|
Expected return on plan assets
|
7.3
|
|
|
7.5
|
|
|
7.5
|
|
|
6.5
|
|
|
6.5
|
|
|
6.5
|
|
|
5.4
|
|
|
5.1
|
|
|
6.0
|
|
Salary inflation
|
N/A
|
|
N/A
|
|
N/A
|
|
1.7
|
|
|
1.6
|
|
|
1.9
|
|
|
2.1
|
|
|
2.2
|
|
|
2.3
|
|
|||
Pension inflation
|
N/A
|
|
N/A
|
|
N/A
|
|
2.8
|
|
|
2.8
|
|
|
3.0
|
|
|
1.6
|
|
|
1.8
|
|
|
1.9
|
|
|
December 31, 2016
|
||||||||||||||||||||||
|
Domestic Plan
|
|
U.K. Plan
|
|
International Plans
|
||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 1
|
|
Level 2
|
|
Level 1
|
|
Level 2
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10
|
|
|
$
|
—
|
|
Equity funds
|
25
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
6
|
|
||||||
Debt securities
|
1
|
|
|
62
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Bond funds
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
||||||
Common collective trusts
|
—
|
|
|
139
|
|
|
—
|
|
|
336
|
|
|
—
|
|
|
33
|
|
||||||
Other
|
—
|
|
|
40
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
$
|
26
|
|
|
$
|
241
|
|
|
$
|
—
|
|
|
$
|
336
|
|
|
$
|
13
|
|
|
$
|
45
|
|
|
December 31, 2015
|
||||||||||||||||||||||
|
Domestic Plan
|
|
U.K. Plan
|
|
International Plans
|
||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 1
|
|
Level 2
|
|
Level 1
|
|
Level 2
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10
|
|
|
$
|
—
|
|
Equity funds
|
64
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
7
|
|
||||||
Debt securities
|
2
|
|
|
71
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Bond funds
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
||||||
Common collective trusts
|
—
|
|
|
128
|
|
|
—
|
|
|
368
|
|
|
—
|
|
|
32
|
|
||||||
Total
|
$
|
66
|
|
|
$
|
199
|
|
|
$
|
—
|
|
|
$
|
368
|
|
|
$
|
14
|
|
|
$
|
46
|
|
|
Domestic Plan
|
|
U.K. Plan
|
|
International Plans
|
||||||
Year
|
(in millions)
|
||||||||||
2017
|
$
|
30
|
|
|
$
|
13
|
|
|
$
|
9
|
|
2018
|
27
|
|
|
13
|
|
|
5
|
|
|||
2019
|
26
|
|
|
13
|
|
|
5
|
|
|||
2020
|
26
|
|
|
14
|
|
|
5
|
|
|||
2021
|
26
|
|
|
14
|
|
|
5
|
|
|||
2022-2026
|
124
|
|
|
73
|
|
|
24
|
|
|||
|
$
|
259
|
|
|
$
|
140
|
|
|
$
|
53
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Number of shares granted
|
1,169,238
|
|
|
679,546
|
|
|
1,883,454
|
|
|||
Weighted average grant date fair value per share
|
$
|
59.73
|
|
|
$
|
82.38
|
|
|
$
|
64.59
|
|
Fair value of shares vested (in millions)
(1)
|
$
|
40
|
|
|
$
|
90
|
|
|
$
|
—
|
|
(1)
|
The fair value of shares vested during the year ended December 31, 2014 was less than $1 million.
|
|
Number of Shares
|
|
Weighted Average Grant Date Fair Value per Share
|
|||
Outstanding as of December 31, 2015
|
1,246,084
|
|
|
$
|
73.44
|
|
Granted
|
1,169,238
|
|
|
59.73
|
|
|
Vested
|
(683,262
|
)
|
|
70.50
|
|
|
Forfeited
|
(107,519
|
)
|
|
66.90
|
|
|
Outstanding as of December 31, 2016
|
1,624,541
|
|
|
65.24
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Number of options granted
|
503,150
|
|
|
309,528
|
|
|
334,530
|
|
|||
Weighted average exercise price per share
|
$
|
58.83
|
|
|
$
|
82.38
|
|
|
$
|
64.59
|
|
Weighted average grant date fair value per share
|
$
|
16.41
|
|
|
$
|
25.17
|
|
|
$
|
22.74
|
|
|
Year Ended December 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Expected volatility
(1)
|
32.00
|
%
|
|
28.00
|
%
|
|
33.00
|
%
|
Dividend yield
(2)
|
1.43
|
%
|
|
—
|
%
|
|
—
|
%
|
Risk-free rate
(3)
|
1.36
|
%
|
|
1.67
|
%
|
|
1.85
|
%
|
Expected term (in years)
(4)
|
6.0
|
|
|
6.0
|
|
|
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)
|
Estimated based on the expected annualized dividend payment at the date of grant. For the 2014 and 2015 options, we had no plans to pay dividends during the expected term at the time of grant.
|
(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.
|
|
Number of Shares
|
|
Weighted Average Exercise Price per Share
|
|||
Outstanding as of December 31, 2015
|
616,832
|
|
|
$
|
73.47
|
|
Granted
|
503,150
|
|
|
58.83
|
|
|
Exercised
|
(5,724
|
)
|
|
64.59
|
|
|
Forfeited, canceled or expired
|
(38,227
|
)
|
|
69.03
|
|
|
Outstanding as of December 31, 2016
|
1,076,031
|
|
|
66.83
|
|
|
Exercisable as of December 31, 2016
|
293,517
|
|
|
70.57
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Relative Shareholder Return:
|
|
|
|
|
|
||||||
Number of shares granted
|
300,784
|
|
|
204,523
|
|
|
176,661
|
|
|||
Weighted average grant date fair value per share
|
$
|
62.43
|
|
|
$
|
98.94
|
|
|
$
|
70.68
|
|
Fair value of shares vested (in millions)
|
$
|
16
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
EBITDA CAGR:
|
|
|
|
|
|
||||||
Number of shares granted
|
300,784
|
|
|
204,523
|
|
|
176,661
|
|
|||
Weighted average grant date fair value per share
|
$
|
58.83
|
|
|
$
|
82.38
|
|
|
$
|
64.59
|
|
Fair value of shares vested (in millions)
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Year Ended December 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Expected volatility
(1)
|
31.00
|
%
|
|
24.00
|
%
|
|
30.00
|
%
|
Dividend yield
(2)
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Risk-free rate
(3)
|
0.92
|
%
|
|
1.04
|
%
|
|
0.70
|
%
|
Expected term (in years)
(4)
|
2.8
|
|
|
2.8
|
|
|
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)
|
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.
|
|
Relative Shareholder Return
|
|
EBITDA CAGR
|
||||||||||
|
Number of Shares
|
|
Weighted Average Grant Date Fair Value per Share
|
|
Number of Shares
|
|
Weighted Average Grant Date Fair Value per Share
|
||||||
Outstanding as of December 31, 2015
|
366,361
|
|
|
$
|
86.37
|
|
|
366,361
|
|
|
$
|
74.49
|
|
Granted
|
300,784
|
|
|
62.43
|
|
|
300,784
|
|
|
58.83
|
|
||
Vested
|
(152,835
|
)
|
|
70.68
|
|
|
(152,835
|
)
|
|
64.59
|
|
||
Forfeited or canceled
|
(178,508
|
)
|
|
77.58
|
|
|
(178,508
|
)
|
|
68.61
|
|
||
Outstanding as of December 31, 2016
|
335,802
|
|
|
76.74
|
|
|
335,802
|
|
|
68.09
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in millions, except per share amounts)
|
||||||||||
Basic EPS:
|
|
|
|
|
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net income attributable to Hilton stockholders
|
$
|
348
|
|
|
$
|
1,404
|
|
|
$
|
673
|
|
Denominator:
|
|
|
|
|
|
||||||
Weighted average shares outstanding
|
329
|
|
|
329
|
|
|
328
|
|
|||
Basic EPS
|
$
|
1.06
|
|
|
$
|
4.27
|
|
|
$
|
2.05
|
|
|
|
|
|
|
|
||||||
Diluted EPS:
|
|
|
|
|
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net income attributable to Hilton stockholders
|
$
|
348
|
|
|
$
|
1,404
|
|
|
$
|
673
|
|
Denominator:
|
|
|
|
|
|
||||||
Weighted average shares outstanding
|
330
|
|
|
330
|
|
|
329
|
|
|||
Diluted EPS
|
$
|
1.05
|
|
|
$
|
4.26
|
|
|
$
|
2.05
|
|
|
Currency Translation Adjustment
(1)
|
|
Pension Liability Adjustment
|
|
Cash Flow Hedge Adjustment
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Balance as of December 31, 2013
|
$
|
(136
|
)
|
|
$
|
(134
|
)
|
|
$
|
6
|
|
|
$
|
(264
|
)
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive loss before reclassifications
|
(299
|
)
|
|
(49
|
)
|
|
(9
|
)
|
|
(357
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss
|
(5
|
)
|
|
4
|
|
|
—
|
|
|
(1
|
)
|
||||
Net current period other comprehensive loss
|
(304
|
)
|
|
(45
|
)
|
|
(9
|
)
|
|
(358
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Equity contribution to consolidated variable interest entities
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Balance as of December 31, 2014
|
(446
|
)
|
|
(179
|
)
|
|
(3
|
)
|
|
(628
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Other comprehensive loss before reclassifications
|
(150
|
)
|
|
(21
|
)
|
|
(7
|
)
|
|
(178
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss
|
16
|
|
|
6
|
|
|
—
|
|
|
22
|
|
||||
Net current period other comprehensive loss
|
(134
|
)
|
|
(15
|
)
|
|
(7
|
)
|
|
(156
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Balance as of December 31, 2015
|
(580
|
)
|
|
(194
|
)
|
|
(10
|
)
|
|
(784
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Other comprehensive loss before reclassifications
|
(157
|
)
|
|
(63
|
)
|
|
(5
|
)
|
|
(225
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss
|
(1
|
)
|
|
6
|
|
|
3
|
|
|
8
|
|
||||
Net current period other comprehensive loss
|
(158
|
)
|
|
(57
|
)
|
|
(2
|
)
|
|
(217
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Balance as of December 31, 2016
|
$
|
(738
|
)
|
|
$
|
(251
|
)
|
|
$
|
(12
|
)
|
|
$
|
(1,001
|
)
|
(1)
|
Includes net investment hedges and intra-entity foreign currency transactions that are of a long-term investment nature.
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in millions)
|
||||||||||
Currency translation adjustment:
|
|
|
|
|
|
||||||
Sale and liquidation of foreign assets
(1)
|
$
|
—
|
|
|
$
|
(25
|
)
|
|
$
|
3
|
|
Gains on net investment hedges
(2)
|
1
|
|
|
—
|
|
|
2
|
|
|||
Tax benefit
(3)(4)
|
—
|
|
|
9
|
|
|
—
|
|
|||
Total currency translation adjustment reclassifications for the period, net of tax
|
1
|
|
|
(16
|
)
|
|
5
|
|
|||
|
|
|
|
|
|
||||||
Pension liability adjustment:
|
|
|
|
|
|
||||||
Amortization of prior service cost
(5)
|
(4
|
)
|
|
(4
|
)
|
|
(4
|
)
|
|||
Amortization of net loss
(5)
|
(5
|
)
|
|
(5
|
)
|
|
(3
|
)
|
|||
Tax expense
(3)
|
3
|
|
|
3
|
|
|
3
|
|
|||
Total pension liability adjustment reclassifications for the period, net of tax
|
(6
|
)
|
|
(6
|
)
|
|
(4
|
)
|
|||
|
|
|
|
|
|
||||||
Cash flow hedge adjustment:
|
|
|
|
|
|
||||||
Dedesignation of interest rate swaps
(6)
|
(4
|
)
|
|
—
|
|
|
—
|
|
|||
Tax benefit
(3)
|
1
|
|
|
—
|
|
|
—
|
|
|||
Total cash flow hedge adjustment reclassifications for the period, net of tax
|
(3
|
)
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
Total reclassifications for the period, net of tax
|
$
|
(8
|
)
|
|
$
|
(22
|
)
|
|
$
|
1
|
|
(1)
|
Reclassified out of accumulated other comprehensive loss to gain on sales of assets, net for the year ended December 31, 2015 and other gain (loss), net for the year ended December 31, 2014 in our consolidated statements of operations.
|
(2)
|
Reclassified out of accumulated other comprehensive loss to gain (loss) on foreign currency transactions in our consolidated statements of operations.
|
(3)
|
Reclassified out of accumulated other comprehensive loss to income tax expense in our consolidated statements of operations.
|
(4)
|
The tax benefit was less than $1 million for the years ended December 31, 2016 and 2014.
|
(5)
|
Reclassified out of accumulated other comprehensive loss to general, administrative and other in our consolidated statements of operations. These amounts were included in the computation of net periodic pension cost. See
Note 19
: "
Employee Benefit Plans
" for additional information.
|
(6)
|
Reclassified out of accumulated other comprehensive loss to interest expense in our consolidated statements of operations.
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in millions)
|
||||||||||
Revenues:
|
|
|
|
|
|
||||||
Ownership
|
$
|
4,157
|
|
|
$
|
4,262
|
|
|
$
|
4,271
|
|
Management and franchise
|
1,786
|
|
|
1,691
|
|
|
1,468
|
|
|||
Timeshare
|
1,390
|
|
|
1,308
|
|
|
1,171
|
|
|||
Segment revenues
|
7,333
|
|
|
7,261
|
|
|
6,910
|
|
|||
Other revenues from managed and franchised properties
|
4,446
|
|
|
4,130
|
|
|
3,691
|
|
|||
Other revenues
|
102
|
|
|
91
|
|
|
99
|
|
|||
Intersegment fees elimination
(1)
|
(218
|
)
|
|
(210
|
)
|
|
(198
|
)
|
|||
Total revenues
|
$
|
11,663
|
|
|
$
|
11,272
|
|
|
$
|
10,502
|
|
(1)
|
Includes the following intercompany charges that were eliminated in our consolidated financial statements:
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in millions)
|
||||||||||
Rental and other fees
(a)
|
$
|
27
|
|
|
$
|
25
|
|
|
$
|
28
|
|
Management, royalty and intellectual property fees
(b)
|
135
|
|
|
131
|
|
|
113
|
|
|||
Licensing fee
(c)
|
45
|
|
|
43
|
|
|
44
|
|
|||
Laundry services
(d)
|
7
|
|
|
7
|
|
|
9
|
|
|||
Other
(e)
|
4
|
|
|
4
|
|
|
4
|
|
|||
Intersegment fees elimination
|
$
|
218
|
|
|
$
|
210
|
|
|
$
|
198
|
|
(a)
|
Represents fees charged to our timeshare segment by our ownership segment.
|
(b)
|
Represents fees charged to our ownership segment by our management and franchise segment.
|
(c)
|
Represents fees charged to our timeshare segment by the management and franchise segment.
|
(d)
|
Represents charges to our ownership segment for services provided by our wholly owned laundry business. Revenues from our laundry business are included in other revenues. The laundry business was owned by Park effective January 3, 2017 upon completion of the spin-offs.
|
(e)
|
Represents other intercompany charges, which are a benefit to our ownership segment and a cost to corporate and other.
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in millions)
|
||||||||||
Ownership
(1)(2)
|
$
|
1,029
|
|
|
$
|
1,064
|
|
|
$
|
1,000
|
|
Management and franchise
(2)
|
1,786
|
|
|
1,691
|
|
|
1,468
|
|
|||
Timeshare
(2)
|
381
|
|
|
352
|
|
|
337
|
|
|||
Segment Adjusted EBITDA
|
3,196
|
|
|
3,107
|
|
|
2,805
|
|
|||
Corporate and other
(2)
|
(221
|
)
|
|
(228
|
)
|
|
(255
|
)
|
|||
Interest expense
|
(587
|
)
|
|
(575
|
)
|
|
(618
|
)
|
|||
Income tax expense
|
(891
|
)
|
|
(80
|
)
|
|
(465
|
)
|
|||
Depreciation and amortization
|
(686
|
)
|
|
(692
|
)
|
|
(628
|
)
|
|||
Interest expense, income tax, depreciation and amortization and impairment loss included in equity in earnings from unconsolidated affiliates
|
(47
|
)
|
|
(32
|
)
|
|
(37
|
)
|
|||
Gain on sales of assets, net
|
9
|
|
|
306
|
|
|
—
|
|
|||
Gain (loss) on foreign currency transactions
|
(13
|
)
|
|
(41
|
)
|
|
26
|
|
|||
FF&E replacement reserve
|
(56
|
)
|
|
(48
|
)
|
|
(46
|
)
|
|||
Share-based compensation expense
|
(91
|
)
|
|
(162
|
)
|
|
(74
|
)
|
|||
Impairment loss
|
(15
|
)
|
|
(9
|
)
|
|
—
|
|
|||
Other gain (loss), net
|
(26
|
)
|
|
(1
|
)
|
|
37
|
|
|||
Other adjustment items
(3)
|
(208
|
)
|
|
(129
|
)
|
|
(63
|
)
|
|||
Net income
|
$
|
364
|
|
|
$
|
1,416
|
|
|
$
|
682
|
|
(1)
|
Includes unconsolidated affiliate Adjusted EBITDA.
|
(2)
|
Our measures of Adjusted EBITDA included intercompany charges that were eliminated in our consolidated financial statements. Refer to the footnote to the segment revenues table for detail of the intercompany charges.
|
(3)
|
Includ
es
$22 million
and
$95 million
of severance costs related to the sale of the Waldorf Astoria New York for the years ended December 31, 2016 and 2015, respectively. Also includes
$137 million
of costs related to the spin-offs for the year ended December 31, 2016.
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(in millions)
|
||||||
Ownership
|
$
|
10,979
|
|
|
$
|
11,269
|
|
Management and franchise
|
10,224
|
|
|
10,392
|
|
||
Timeshare
|
2,391
|
|
|
1,935
|
|
||
Corporate and other
|
2,617
|
|
|
2,026
|
|
||
|
$
|
26,211
|
|
|
$
|
25,622
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in millions)
|
||||||||||
Ownership
|
$
|
270
|
|
|
$
|
277
|
|
|
$
|
245
|
|
Timeshare
|
28
|
|
|
17
|
|
|
14
|
|
|||
Corporate and other
|
19
|
|
|
16
|
|
|
9
|
|
|||
|
$
|
317
|
|
|
$
|
310
|
|
|
$
|
268
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(in millions)
|
||||||
Balance Sheets
|
|
|
|
||||
Assets:
|
|
|
|
||||
Accounts receivable, net
|
$
|
19
|
|
|
$
|
23
|
|
Management and franchise contracts, net
|
20
|
|
|
20
|
|
||
|
|
|
|
||||
Liabilities:
|
|
|
|
||||
Accounts payable, accrued expenses and other
|
11
|
|
|
10
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in millions)
|
||||||||||
Statements of Operations
|
|
|
|
|
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Management and franchise fees and other
|
$
|
28
|
|
|
$
|
24
|
|
|
$
|
25
|
|
Other revenues from managed and franchised properties
|
166
|
|
|
166
|
|
|
167
|
|
|||
|
|
|
|
|
|
||||||
Expenses:
|
|
|
|
|
|
||||||
Other expenses from managed and franchised properties
|
166
|
|
|
166
|
|
|
167
|
|
|||
|
|
|
|
|
|
||||||
Non-operating income and expenses:
|
|
|
|
|
|
||||||
Interest income
|
—
|
|
|
—
|
|
|
1
|
|
|||
|
|
|
|
|
|
||||||
Statements of Cash Flows
|
|
|
|
|
|
||||||
Investing Activities:
|
|
|
|
|
|
||||||
Contract acquisition costs
|
—
|
|
|
4
|
|
|
—
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(in millions)
|
||||||
Balance Sheets
|
|
|
|
||||
Assets:
|
|
|
|
||||
Accounts receivable, net
|
$
|
18
|
|
|
$
|
21
|
|
Management and franchise contracts, net
|
13
|
|
|
16
|
|
||
|
|
|
|
||||
Liabilities:
|
|
|
|
||||
Accounts payable, accrued expenses and other
|
8
|
|
|
9
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in millions)
|
||||||||||
Statements of Operations
|
|
|
|
|
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Management and franchise fees and other
|
$
|
42
|
|
|
$
|
48
|
|
|
$
|
60
|
|
Other revenues from managed and franchised properties
|
144
|
|
|
160
|
|
|
293
|
|
|||
|
|
|
|
|
|
||||||
Expenses:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
1
|
|
|
—
|
|
|
—
|
|
|||
Other expenses from managed and franchised properties
|
144
|
|
|
160
|
|
|
293
|
|
|||
|
|
|
|
|
|
||||||
Statements of Cash Flows
|
|
|
|
|
|
||||||
Investing Activities:
|
|
|
|
|
|
||||||
Contract acquisition costs
|
—
|
|
|
—
|
|
|
7
|
|
•
|
In 2016, we transferred
$116 million
of property and equipment to timeshare inventory for conversion into timeshare units.
|
•
|
In 2015, we assumed the
$450 million
Bonnet Creek Loan as a result of an acquisition.
|
•
|
In 2015, one of our consolidated VIEs modified the terms of its capital lease resulting in a reduction in long-term debt of
$24 million
.
|
•
|
In 2014, we transferred
$45 million
of property and equipment to timeshare inventory as part of a conversion of certain floors at one of our owned properties into timeshare units.
|
•
|
In 2014, we completed an equity investments exchange with a joint venture partner where we acquired
$144 million
of property and equipment,
$1 million
of other intangible assets and assumed
$64 million
of long-term debt. We also disposed of
$59 million
in equity method investments.
|
•
|
In 2014, we restructured a capital lease in conjunction with a rent arbitration ruling, for which we recorded an additional capital lease asset and obligation of
$11 million
.
|
|
December 31, 2016
|
||||||||||||||||||||||
Parent
|
|
Subsidiary Issuers
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
|||||||||||||
|
(in millions)
|
||||||||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
25
|
|
|
$
|
1,393
|
|
|
$
|
—
|
|
|
$
|
1,418
|
|
Restricted cash and cash equivalents
|
—
|
|
|
—
|
|
|
96
|
|
|
170
|
|
|
—
|
|
|
266
|
|
||||||
Accounts receivable, net
|
—
|
|
|
—
|
|
|
491
|
|
|
514
|
|
|
—
|
|
|
1,005
|
|
||||||
Intercompany receivables
|
—
|
|
|
—
|
|
|
—
|
|
|
42
|
|
|
(42
|
)
|
|
—
|
|
||||||
Inventories
|
—
|
|
|
—
|
|
|
4
|
|
|
537
|
|
|
—
|
|
|
541
|
|
||||||
Current portion of financing receivables, net
|
—
|
|
|
—
|
|
|
1
|
|
|
137
|
|
|
—
|
|
|
138
|
|
||||||
Prepaid expenses
|
—
|
|
|
—
|
|
|
27
|
|
|
137
|
|
|
(27
|
)
|
|
137
|
|
||||||
Income taxes receivable
|
—
|
|
|
—
|
|
|
30
|
|
|
—
|
|
|
(17
|
)
|
|
13
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
1
|
|
|
38
|
|
|
—
|
|
|
39
|
|
||||||
Total current assets
|
—
|
|
|
—
|
|
|
675
|
|
|
2,968
|
|
|
(86
|
)
|
|
3,557
|
|
||||||
Property, Intangibles and Other Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Property and equipment, net
|
—
|
|
|
—
|
|
|
74
|
|
|
8,856
|
|
|
—
|
|
|
8,930
|
|
||||||
Financing receivables, net
|
—
|
|
|
—
|
|
|
64
|
|
|
899
|
|
|
—
|
|
|
963
|
|
||||||
Investments in affiliates
|
—
|
|
|
—
|
|
|
18
|
|
|
96
|
|
|
—
|
|
|
114
|
|
||||||
Investments in subsidiaries
|
5,889
|
|
|
11,300
|
|
|
6,993
|
|
|
—
|
|
|
(24,182
|
)
|
|
—
|
|
||||||
Goodwill
|
—
|
|
|
—
|
|
|
3,824
|
|
|
1,998
|
|
|
—
|
|
|
5,822
|
|
||||||
Brands
|
—
|
|
|
—
|
|
|
4,404
|
|
|
444
|
|
|
—
|
|
|
4,848
|
|
||||||
Management and franchise contracts, net
|
—
|
|
|
—
|
|
|
716
|
|
|
303
|
|
|
—
|
|
|
1,019
|
|
||||||
Other intangible assets, net
|
—
|
|
|
—
|
|
|
297
|
|
|
210
|
|
|
—
|
|
|
507
|
|
||||||
Deferred income tax assets
|
10
|
|
|
2
|
|
|
—
|
|
|
117
|
|
|
(12
|
)
|
|
117
|
|
||||||
Other
|
—
|
|
|
12
|
|
|
163
|
|
|
159
|
|
|
—
|
|
|
334
|
|
||||||
Total property, intangibles and other assets
|
5,899
|
|
|
11,314
|
|
|
16,553
|
|
|
13,082
|
|
|
(24,194
|
)
|
|
22,654
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
TOTAL ASSETS
|
$
|
5,899
|
|
|
$
|
11,314
|
|
|
$
|
17,228
|
|
|
$
|
16,050
|
|
|
$
|
(24,280
|
)
|
|
$
|
26,211
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable, accrued expenses and other
|
$
|
—
|
|
|
$
|
26
|
|
|
$
|
1,461
|
|
|
$
|
993
|
|
|
$
|
(27
|
)
|
|
$
|
2,453
|
|
Intercompany payables
|
—
|
|
|
—
|
|
|
42
|
|
|
—
|
|
|
(42
|
)
|
|
—
|
|
||||||
Current maturities of long-term debt
|
—
|
|
|
26
|
|
|
—
|
|
|
72
|
|
|
—
|
|
|
98
|
|
||||||
Current maturities of timeshare debt
|
—
|
|
|
—
|
|
|
—
|
|
|
73
|
|
|
—
|
|
|
73
|
|
||||||
Income taxes payable
|
—
|
|
|
—
|
|
|
—
|
|
|
77
|
|
|
(17
|
)
|
|
60
|
|
||||||
Total current liabilities
|
—
|
|
|
52
|
|
|
1,503
|
|
|
1,215
|
|
|
(86
|
)
|
|
2,684
|
|
||||||
Long-term debt
|
—
|
|
|
5,361
|
|
|
981
|
|
|
3,678
|
|
|
—
|
|
|
10,020
|
|
||||||
Timeshare debt
|
—
|
|
|
—
|
|
|
—
|
|
|
621
|
|
|
—
|
|
|
621
|
|
||||||
Deferred revenues
|
—
|
|
|
—
|
|
|
42
|
|
|
22
|
|
|
—
|
|
|
64
|
|
||||||
Deferred income tax liabilities
|
—
|
|
|
—
|
|
|
1,742
|
|
|
2,845
|
|
|
(12
|
)
|
|
4,575
|
|
||||||
Liability for guest loyalty program
|
—
|
|
|
—
|
|
|
889
|
|
|
—
|
|
|
—
|
|
|
889
|
|
||||||
Other
|
—
|
|
|
12
|
|
|
771
|
|
|
726
|
|
|
—
|
|
|
1,509
|
|
||||||
Total liabilities
|
—
|
|
|
5,425
|
|
|
5,928
|
|
|
9,107
|
|
|
(98
|
)
|
|
20,362
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total Hilton stockholders' equity
|
5,899
|
|
|
5,889
|
|
|
11,300
|
|
|
6,993
|
|
|
(24,182
|
)
|
|
5,899
|
|
||||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(50
|
)
|
|
—
|
|
|
(50
|
)
|
||||||
Total equity
|
5,899
|
|
|
5,889
|
|
|
11,300
|
|
|
6,943
|
|
|
(24,182
|
)
|
|
5,849
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
TOTAL LIABILITIES AND EQUITY
|
$
|
5,899
|
|
|
$
|
11,314
|
|
|
$
|
17,228
|
|
|
$
|
16,050
|
|
|
$
|
(24,280
|
)
|
|
$
|
26,211
|
|
|
December 31, 2015
|
||||||||||||||||||||||
Parent
|
|
Subsidiary Issuers
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
|||||||||||||
|
(in millions)
|
||||||||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18
|
|
|
$
|
591
|
|
|
$
|
—
|
|
|
$
|
609
|
|
Restricted cash and cash equivalents
|
—
|
|
|
—
|
|
|
91
|
|
|
156
|
|
|
—
|
|
|
247
|
|
||||||
Accounts receivable, net
|
—
|
|
|
—
|
|
|
406
|
|
|
470
|
|
|
—
|
|
|
876
|
|
||||||
Inventories
|
—
|
|
|
—
|
|
|
1
|
|
|
441
|
|
|
—
|
|
|
442
|
|
||||||
Current portion of financing receivables, net
|
—
|
|
|
—
|
|
|
1
|
|
|
128
|
|
|
—
|
|
|
129
|
|
||||||
Prepaid expenses
|
—
|
|
|
—
|
|
|
36
|
|
|
140
|
|
|
(29
|
)
|
|
147
|
|
||||||
Income taxes receivable
|
—
|
|
|
—
|
|
|
120
|
|
|
—
|
|
|
(23
|
)
|
|
97
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
1
|
|
|
37
|
|
|
—
|
|
|
38
|
|
||||||
Total current assets
|
—
|
|
|
—
|
|
|
674
|
|
|
1,963
|
|
|
(52
|
)
|
|
2,585
|
|
||||||
Property, Intangibles and Other Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Property and equipment, net
|
—
|
|
|
—
|
|
|
73
|
|
|
9,046
|
|
|
—
|
|
|
9,119
|
|
||||||
Financing receivables, net
|
—
|
|
|
—
|
|
|
32
|
|
|
855
|
|
|
—
|
|
|
887
|
|
||||||
Investments in affiliates
|
—
|
|
|
—
|
|
|
49
|
|
|
89
|
|
|
—
|
|
|
138
|
|
||||||
Investments in subsidiaries
|
6,166
|
|
|
11,854
|
|
|
6,457
|
|
|
—
|
|
|
(24,477
|
)
|
|
—
|
|
||||||
Goodwill
|
—
|
|
|
—
|
|
|
3,824
|
|
|
2,063
|
|
|
—
|
|
|
5,887
|
|
||||||
Brands
|
—
|
|
|
—
|
|
|
4,405
|
|
|
514
|
|
|
—
|
|
|
4,919
|
|
||||||
Management and franchise contracts, net
|
—
|
|
|
—
|
|
|
818
|
|
|
331
|
|
|
—
|
|
|
1,149
|
|
||||||
Other intangible assets, net
|
—
|
|
|
—
|
|
|
334
|
|
|
252
|
|
|
—
|
|
|
586
|
|
||||||
Deferred income tax assets
|
24
|
|
|
3
|
|
|
—
|
|
|
78
|
|
|
(27
|
)
|
|
78
|
|
||||||
Other
|
—
|
|
|
9
|
|
|
147
|
|
|
118
|
|
|
—
|
|
|
274
|
|
||||||
Total property, intangibles and other assets
|
6,190
|
|
|
11,866
|
|
|
16,139
|
|
|
13,346
|
|
|
(24,504
|
)
|
|
23,037
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
TOTAL ASSETS
|
$
|
6,190
|
|
|
$
|
11,866
|
|
|
$
|
16,813
|
|
|
$
|
15,309
|
|
|
$
|
(24,556
|
)
|
|
$
|
25,622
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable, accrued expenses and other
|
$
|
—
|
|
|
$
|
39
|
|
|
$
|
1,239
|
|
|
$
|
957
|
|
|
$
|
(29
|
)
|
|
$
|
2,206
|
|
Current maturities of long-term debt
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
106
|
|
|
—
|
|
|
94
|
|
||||||
Current maturities of timeshare debt
|
—
|
|
|
—
|
|
|
—
|
|
|
110
|
|
|
—
|
|
|
110
|
|
||||||
Income taxes payable
|
—
|
|
|
—
|
|
|
—
|
|
|
56
|
|
|
(23
|
)
|
|
33
|
|
||||||
Total current liabilities
|
—
|
|
|
27
|
|
|
1,239
|
|
|
1,229
|
|
|
(52
|
)
|
|
2,443
|
|
||||||
Long-term debt
|
—
|
|
|
5,659
|
|
|
54
|
|
|
4,144
|
|
|
—
|
|
|
9,857
|
|
||||||
Timeshare debt
|
—
|
|
|
—
|
|
|
—
|
|
|
392
|
|
|
—
|
|
|
392
|
|
||||||
Deferred revenues
|
—
|
|
|
—
|
|
|
252
|
|
|
31
|
|
|
—
|
|
|
283
|
|
||||||
Deferred income tax liabilities
|
—
|
|
|
—
|
|
|
1,819
|
|
|
2,838
|
|
|
(27
|
)
|
|
4,630
|
|
||||||
Liability for guest loyalty program
|
—
|
|
|
—
|
|
|
784
|
|
|
—
|
|
|
—
|
|
|
784
|
|
||||||
Other
|
205
|
|
|
14
|
|
|
811
|
|
|
252
|
|
|
—
|
|
|
1,282
|
|
||||||
Total liabilities
|
205
|
|
|
5,700
|
|
|
4,959
|
|
|
8,886
|
|
|
(79
|
)
|
|
19,671
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total Hilton stockholders' equity
|
5,985
|
|
|
6,166
|
|
|
11,854
|
|
|
6,457
|
|
|
(24,477
|
)
|
|
5,985
|
|
||||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(34
|
)
|
|
—
|
|
|
(34
|
)
|
||||||
Total equity
|
5,985
|
|
|
6,166
|
|
|
11,854
|
|
|
6,423
|
|
|
(24,477
|
)
|
|
5,951
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
TOTAL LIABILITIES AND EQUITY
|
$
|
6,190
|
|
|
$
|
11,866
|
|
|
$
|
16,813
|
|
|
$
|
15,309
|
|
|
$
|
(24,556
|
)
|
|
$
|
25,622
|
|
|
Year Ended December 31, 2016
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary Issuers
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Owned and leased hotels
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,129
|
|
|
$
|
(3
|
)
|
|
$
|
4,126
|
|
Management and franchise fees and other
|
—
|
|
|
—
|
|
|
1,398
|
|
|
446
|
|
|
(143
|
)
|
|
1,701
|
|
||||||
Timeshare
|
—
|
|
|
—
|
|
|
—
|
|
|
1,390
|
|
|
—
|
|
|
1,390
|
|
||||||
|
—
|
|
|
—
|
|
|
1,398
|
|
|
5,965
|
|
|
(146
|
)
|
|
7,217
|
|
||||||
Other revenues from managed and franchised properties
|
—
|
|
|
—
|
|
|
4,894
|
|
|
637
|
|
|
(1,085
|
)
|
|
4,446
|
|
||||||
Total revenues
|
—
|
|
|
—
|
|
|
6,292
|
|
|
6,602
|
|
|
(1,231
|
)
|
|
11,663
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Owned and leased hotels
|
—
|
|
|
—
|
|
|
—
|
|
|
3,187
|
|
|
(87
|
)
|
|
3,100
|
|
||||||
Timeshare
|
—
|
|
|
—
|
|
|
—
|
|
|
993
|
|
|
(45
|
)
|
|
948
|
|
||||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
273
|
|
|
413
|
|
|
—
|
|
|
686
|
|
||||||
Impairment loss
|
—
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
15
|
|
||||||
General, administrative and other
|
—
|
|
|
—
|
|
|
452
|
|
|
178
|
|
|
(14
|
)
|
|
616
|
|
||||||
|
—
|
|
|
—
|
|
|
725
|
|
|
4,786
|
|
|
(146
|
)
|
|
5,365
|
|
||||||
Other expenses from managed and franchised properties
|
—
|
|
|
—
|
|
|
4,894
|
|
|
637
|
|
|
(1,085
|
)
|
|
4,446
|
|
||||||
Total expenses
|
—
|
|
|
—
|
|
|
5,619
|
|
|
5,423
|
|
|
(1,231
|
)
|
|
9,811
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gain on sales of assets, net
|
—
|
|
|
—
|
|
|
1
|
|
|
8
|
|
|
—
|
|
|
9
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating income
|
—
|
|
|
—
|
|
|
674
|
|
|
1,187
|
|
|
—
|
|
|
1,861
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest income
|
—
|
|
|
—
|
|
|
8
|
|
|
4
|
|
|
—
|
|
|
12
|
|
||||||
Interest expense
|
—
|
|
|
(261
|
)
|
|
(84
|
)
|
|
(242
|
)
|
|
—
|
|
|
(587
|
)
|
||||||
Equity in earnings from unconsolidated affiliates
|
—
|
|
|
—
|
|
|
2
|
|
|
6
|
|
|
—
|
|
|
8
|
|
||||||
Gain (loss) on foreign currency transactions
|
—
|
|
|
—
|
|
|
(139
|
)
|
|
126
|
|
|
—
|
|
|
(13
|
)
|
||||||
Other gain (loss), net
|
—
|
|
|
1
|
|
|
—
|
|
|
(27
|
)
|
|
—
|
|
|
(26
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income (loss) before income taxes and equity in earnings from subsidiaries
|
—
|
|
|
(260
|
)
|
|
461
|
|
|
1,054
|
|
|
—
|
|
|
1,255
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income tax benefit (expense)
|
193
|
|
|
100
|
|
|
(295
|
)
|
|
(889
|
)
|
|
—
|
|
|
(891
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income (loss) before equity in earnings from subsidiaries
|
193
|
|
|
(160
|
)
|
|
166
|
|
|
165
|
|
|
—
|
|
|
364
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity in earnings from subsidiaries
|
155
|
|
|
315
|
|
|
149
|
|
|
—
|
|
|
(619
|
)
|
|
—
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income
|
348
|
|
|
155
|
|
|
315
|
|
|
165
|
|
|
(619
|
)
|
|
364
|
|
||||||
Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(16
|
)
|
|
—
|
|
|
(16
|
)
|
||||||
Net income attributable to Hilton stockholders
|
$
|
348
|
|
|
$
|
155
|
|
|
$
|
315
|
|
|
$
|
149
|
|
|
$
|
(619
|
)
|
|
$
|
348
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Comprehensive income
|
$
|
131
|
|
|
$
|
153
|
|
|
$
|
249
|
|
|
$
|
15
|
|
|
$
|
(402
|
)
|
|
$
|
146
|
|
Comprehensive income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(15
|
)
|
|
—
|
|
|
(15
|
)
|
||||||
Comprehensive income attributable to Hilton stockholders
|
$
|
131
|
|
|
$
|
153
|
|
|
$
|
249
|
|
|
$
|
—
|
|
|
$
|
(402
|
)
|
|
$
|
131
|
|
|
Year Ended December 31, 2015
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary Issuers
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Owned and leased hotels
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,236
|
|
|
$
|
(3
|
)
|
|
$
|
4,233
|
|
Management and franchise fees and other
|
—
|
|
|
—
|
|
|
1,331
|
|
|
410
|
|
|
(140
|
)
|
|
1,601
|
|
||||||
Timeshare
|
—
|
|
|
—
|
|
|
—
|
|
|
1,308
|
|
|
—
|
|
|
1,308
|
|
||||||
|
—
|
|
|
—
|
|
|
1,331
|
|
|
5,954
|
|
|
(143
|
)
|
|
7,142
|
|
||||||
Other revenues from managed and franchised properties
|
—
|
|
|
—
|
|
|
4,568
|
|
|
620
|
|
|
(1,058
|
)
|
|
4,130
|
|
||||||
Total revenues
|
—
|
|
|
—
|
|
|
5,899
|
|
|
6,574
|
|
|
(1,201
|
)
|
|
11,272
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Owned and leased hotels
|
—
|
|
|
—
|
|
|
—
|
|
|
3,253
|
|
|
(85
|
)
|
|
3,168
|
|
||||||
Timeshare
|
—
|
|
|
—
|
|
|
—
|
|
|
940
|
|
|
(43
|
)
|
|
897
|
|
||||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
288
|
|
|
404
|
|
|
—
|
|
|
692
|
|
||||||
Impairment losses
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
9
|
|
||||||
General, administrative and other
|
—
|
|
|
—
|
|
|
473
|
|
|
153
|
|
|
(15
|
)
|
|
611
|
|
||||||
|
—
|
|
|
—
|
|
|
761
|
|
|
4,759
|
|
|
(143
|
)
|
|
5,377
|
|
||||||
Other expenses from managed and franchised properties
|
—
|
|
|
—
|
|
|
4,568
|
|
|
620
|
|
|
(1,058
|
)
|
|
4,130
|
|
||||||
Total expenses
|
—
|
|
|
—
|
|
|
5,329
|
|
|
5,379
|
|
|
(1,201
|
)
|
|
9,507
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gain on sales of assets, net
|
—
|
|
|
—
|
|
|
—
|
|
|
306
|
|
|
—
|
|
|
306
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating income
|
—
|
|
|
—
|
|
|
570
|
|
|
1,501
|
|
|
—
|
|
|
2,071
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest income
|
—
|
|
|
—
|
|
|
16
|
|
|
3
|
|
|
—
|
|
|
19
|
|
||||||
Interest expense
|
—
|
|
|
(281
|
)
|
|
(55
|
)
|
|
(239
|
)
|
|
—
|
|
|
(575
|
)
|
||||||
Equity in earnings from unconsolidated affiliates
|
—
|
|
|
—
|
|
|
2
|
|
|
21
|
|
|
—
|
|
|
23
|
|
||||||
Gain (loss) on foreign currency transactions
|
—
|
|
|
—
|
|
|
77
|
|
|
(118
|
)
|
|
—
|
|
|
(41
|
)
|
||||||
Other gain (loss), net
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
1
|
|
|
—
|
|
|
(1
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income (loss) before income taxes and equity in earnings from subsidiaries
|
—
|
|
|
(281
|
)
|
|
608
|
|
|
1,169
|
|
|
—
|
|
|
1,496
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income tax benefit (expense)
|
(7
|
)
|
|
108
|
|
|
150
|
|
|
(331
|
)
|
|
—
|
|
|
(80
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income (loss) before equity in earnings from subsidiaries
|
(7
|
)
|
|
(173
|
)
|
|
758
|
|
|
838
|
|
|
—
|
|
|
1,416
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity in earnings from subsidiaries
|
1,411
|
|
|
1,584
|
|
|
826
|
|
|
—
|
|
|
(3,821
|
)
|
|
—
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income
|
1,404
|
|
|
1,411
|
|
|
1,584
|
|
|
838
|
|
|
(3,821
|
)
|
|
1,416
|
|
||||||
Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
(12
|
)
|
||||||
Net income attributable to Hilton stockholders
|
$
|
1,404
|
|
|
$
|
1,411
|
|
|
$
|
1,584
|
|
|
$
|
826
|
|
|
$
|
(3,821
|
)
|
|
$
|
1,404
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Comprehensive income
|
$
|
1,248
|
|
|
$
|
1,404
|
|
|
$
|
1,546
|
|
|
$
|
727
|
|
|
$
|
(3,665
|
)
|
|
$
|
1,260
|
|
Comprehensive income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
(12
|
)
|
||||||
Comprehensive income attributable to Hilton stockholders
|
$
|
1,248
|
|
|
$
|
1,404
|
|
|
$
|
1,546
|
|
|
$
|
715
|
|
|
$
|
(3,665
|
)
|
|
$
|
1,248
|
|
|
Year Ended December 31, 2014
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary Issuers
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Owned and leased hotels
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,242
|
|
|
$
|
(3
|
)
|
|
$
|
4,239
|
|
Management and franchise fees and other
|
—
|
|
|
—
|
|
|
1,135
|
|
|
368
|
|
|
(102
|
)
|
|
1,401
|
|
||||||
Timeshare
|
—
|
|
|
—
|
|
|
—
|
|
|
1,171
|
|
|
—
|
|
|
1,171
|
|
||||||
|
—
|
|
|
—
|
|
|
1,135
|
|
|
5,781
|
|
|
(105
|
)
|
|
6,811
|
|
||||||
Other revenues from managed and franchised properties
|
—
|
|
|
—
|
|
|
4,081
|
|
|
571
|
|
|
(961
|
)
|
|
3,691
|
|
||||||
Total revenues
|
—
|
|
|
—
|
|
|
5,216
|
|
|
6,352
|
|
|
(1,066
|
)
|
|
10,502
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Owned and leased hotels
|
—
|
|
|
—
|
|
|
—
|
|
|
3,321
|
|
|
(69
|
)
|
|
3,252
|
|
||||||
Timeshare
|
—
|
|
|
—
|
|
|
—
|
|
|
790
|
|
|
(23
|
)
|
|
767
|
|
||||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
263
|
|
|
365
|
|
|
—
|
|
|
628
|
|
||||||
General, administrative and other
|
—
|
|
|
—
|
|
|
357
|
|
|
147
|
|
|
(13
|
)
|
|
491
|
|
||||||
|
—
|
|
|
—
|
|
|
620
|
|
|
4,623
|
|
|
(105
|
)
|
|
5,138
|
|
||||||
Other expenses from managed and franchised properties
|
—
|
|
|
—
|
|
|
4,081
|
|
|
571
|
|
|
(961
|
)
|
|
3,691
|
|
||||||
Total expenses
|
—
|
|
|
—
|
|
|
4,701
|
|
|
5,194
|
|
|
(1,066
|
)
|
|
8,829
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating income
|
—
|
|
|
—
|
|
|
515
|
|
|
1,158
|
|
|
—
|
|
|
1,673
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest income
|
—
|
|
|
—
|
|
|
7
|
|
|
3
|
|
|
—
|
|
|
10
|
|
||||||
Interest expense
|
—
|
|
|
(334
|
)
|
|
(59
|
)
|
|
(225
|
)
|
|
—
|
|
|
(618
|
)
|
||||||
Equity in earnings from unconsolidated affiliates
|
—
|
|
|
—
|
|
|
5
|
|
|
14
|
|
|
—
|
|
|
19
|
|
||||||
Gain (loss) on foreign currency transactions
|
—
|
|
|
—
|
|
|
443
|
|
|
(417
|
)
|
|
—
|
|
|
26
|
|
||||||
Other gain, net
|
—
|
|
|
—
|
|
|
2
|
|
|
35
|
|
|
—
|
|
|
37
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income (loss) before income taxes and equity in earnings from subsidiaries
|
—
|
|
|
(334
|
)
|
|
913
|
|
|
568
|
|
|
—
|
|
|
1,147
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income tax benefit (expense)
|
(5
|
)
|
|
128
|
|
|
(340
|
)
|
|
(248
|
)
|
|
—
|
|
|
(465
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income (loss) before equity in earnings from subsidiaries
|
(5
|
)
|
|
(206
|
)
|
|
573
|
|
|
320
|
|
|
—
|
|
|
682
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity in earnings from subsidiaries
|
678
|
|
|
884
|
|
|
311
|
|
|
—
|
|
|
(1,873
|
)
|
|
—
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income
|
673
|
|
|
678
|
|
|
884
|
|
|
320
|
|
|
(1,873
|
)
|
|
682
|
|
||||||
Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
(9
|
)
|
||||||
Net income attributable to Hilton stockholders
|
$
|
673
|
|
|
$
|
678
|
|
|
$
|
884
|
|
|
$
|
311
|
|
|
$
|
(1,873
|
)
|
|
$
|
673
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Comprehensive income
|
$
|
315
|
|
|
$
|
669
|
|
|
$
|
813
|
|
|
$
|
47
|
|
|
$
|
(1,515
|
)
|
|
$
|
329
|
|
Comprehensive income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
(14
|
)
|
||||||
Comprehensive income attributable to Hilton stockholders
|
$
|
315
|
|
|
$
|
669
|
|
|
$
|
813
|
|
|
$
|
33
|
|
|
$
|
(1,515
|
)
|
|
$
|
315
|
|
|
Year Ended December 31, 2016
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary Issuers
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net cash provided by (used in) operating activities
|
$
|
—
|
|
|
$
|
(37
|
)
|
|
$
|
897
|
|
|
$
|
1,095
|
|
|
$
|
(605
|
)
|
|
$
|
1,350
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures for property and equipment
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
(308
|
)
|
|
—
|
|
|
(317
|
)
|
||||||
Issuance of intercompany receivables
|
—
|
|
|
—
|
|
|
(192
|
)
|
|
(42
|
)
|
|
234
|
|
|
—
|
|
||||||
Payments received on intercompany receivables
|
—
|
|
|
—
|
|
|
192
|
|
|
—
|
|
|
(192
|
)
|
|
—
|
|
||||||
Proceeds from asset dispositions
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
11
|
|
||||||
Contract acquisition costs
|
—
|
|
|
—
|
|
|
(46
|
)
|
|
(9
|
)
|
|
—
|
|
|
(55
|
)
|
||||||
Capitalized software costs
|
—
|
|
|
—
|
|
|
(73
|
)
|
|
(8
|
)
|
|
—
|
|
|
(81
|
)
|
||||||
Other
|
—
|
|
|
(6
|
)
|
|
(35
|
)
|
|
5
|
|
|
—
|
|
|
(36
|
)
|
||||||
Net cash used in investing activities
|
—
|
|
|
(6
|
)
|
|
(163
|
)
|
|
(351
|
)
|
|
42
|
|
|
(478
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Borrowings
|
—
|
|
|
—
|
|
|
1,000
|
|
|
3,715
|
|
|
—
|
|
|
4,715
|
|
||||||
Repayment of debt
|
—
|
|
|
(266
|
)
|
|
—
|
|
|
(4,093
|
)
|
|
—
|
|
|
(4,359
|
)
|
||||||
Intercompany borrowings
|
—
|
|
|
—
|
|
|
42
|
|
|
192
|
|
|
(234
|
)
|
|
—
|
|
||||||
Debt issuance costs
|
—
|
|
|
(17
|
)
|
|
(20
|
)
|
|
(39
|
)
|
|
—
|
|
|
(76
|
)
|
||||||
Repayment of intercompany borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
(192
|
)
|
|
192
|
|
|
—
|
|
||||||
Intercompany transfers
|
277
|
|
|
326
|
|
|
(1,744
|
)
|
|
1,141
|
|
|
—
|
|
|
—
|
|
||||||
Dividends paid
|
(277
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(277
|
)
|
||||||
Intercompany dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(605
|
)
|
|
605
|
|
|
—
|
|
||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(32
|
)
|
|
—
|
|
|
(32
|
)
|
||||||
Net cash provided by (used in) financing activities
|
—
|
|
|
43
|
|
|
(722
|
)
|
|
87
|
|
|
563
|
|
|
(29
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Effect of exchange rate changes on cash, restricted cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
(15
|
)
|
|
—
|
|
|
(15
|
)
|
||||||
Net increase in cash, restricted cash and cash equivalents
|
—
|
|
|
—
|
|
|
12
|
|
|
816
|
|
|
—
|
|
|
828
|
|
||||||
Cash, restricted cash and cash equivalents, beginning of period
|
—
|
|
|
—
|
|
|
109
|
|
|
747
|
|
|
—
|
|
|
856
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash, restricted cash and cash equivalents, end of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
121
|
|
|
$
|
1,563
|
|
|
$
|
—
|
|
|
$
|
1,684
|
|
|
Year Ended December 31, 2015
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary Issuers
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net cash provided by operating activities
|
$
|
—
|
|
|
$
|
184
|
|
|
$
|
936
|
|
|
$
|
723
|
|
|
$
|
(436
|
)
|
|
$
|
1,407
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures for property and equipment
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
(299
|
)
|
|
—
|
|
|
(310
|
)
|
||||||
Acquisitions, net of cash acquired
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,402
|
)
|
|
—
|
|
|
(1,402
|
)
|
||||||
Proceeds from asset dispositions
|
—
|
|
|
—
|
|
|
—
|
|
|
2,205
|
|
|
—
|
|
|
2,205
|
|
||||||
Contract acquisition costs
|
—
|
|
|
—
|
|
|
(23
|
)
|
|
(14
|
)
|
|
—
|
|
|
(37
|
)
|
||||||
Software capitalization costs
|
—
|
|
|
—
|
|
|
(57
|
)
|
|
(5
|
)
|
|
—
|
|
|
(62
|
)
|
||||||
Other
|
—
|
|
|
—
|
|
|
13
|
|
|
7
|
|
|
—
|
|
|
20
|
|
||||||
Net cash provided by (used in) investing activities
|
—
|
|
|
—
|
|
|
(78
|
)
|
|
492
|
|
|
—
|
|
|
414
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
48
|
|
|
—
|
|
|
48
|
|
||||||
Repayment of debt
|
—
|
|
|
(775
|
)
|
|
—
|
|
|
(849
|
)
|
|
—
|
|
|
(1,624
|
)
|
||||||
Intercompany transfers
|
138
|
|
|
591
|
|
|
(693
|
)
|
|
(36
|
)
|
|
—
|
|
|
—
|
|
||||||
Dividends paid
|
(138
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(138
|
)
|
||||||
Intercompany dividends
|
—
|
|
|
—
|
|
|
(184
|
)
|
|
(252
|
)
|
|
436
|
|
|
—
|
|
||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
(8
|
)
|
||||||
Excess tax benefits from share-based compensation
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
8
|
|
||||||
Net cash used in financing activities
|
—
|
|
|
(184
|
)
|
|
(869
|
)
|
|
(1,097
|
)
|
|
436
|
|
|
(1,714
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Effect of exchange rate changes on cash, restricted cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
(19
|
)
|
|
—
|
|
|
(19
|
)
|
||||||
Net increase (decrease) in cash, restricted cash and cash equivalents
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
99
|
|
|
—
|
|
|
88
|
|
||||||
Cash, restricted cash and cash equivalents, beginning of period
|
—
|
|
|
—
|
|
|
120
|
|
|
648
|
|
|
—
|
|
|
768
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash, restricted cash and cash equivalents, end of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
109
|
|
|
$
|
747
|
|
|
$
|
—
|
|
|
$
|
856
|
|
|
Year Ended December 31, 2014
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary Issuers
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net cash provided by operating activities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,085
|
|
|
$
|
522
|
|
|
$
|
(300
|
)
|
|
$
|
1,307
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures for property and equipment
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
(263
|
)
|
|
—
|
|
|
(268
|
)
|
||||||
Proceeds from asset dispositions
|
—
|
|
|
—
|
|
|
4
|
|
|
40
|
|
|
—
|
|
|
44
|
|
||||||
Contract acquisition costs
|
—
|
|
|
—
|
|
|
(19
|
)
|
|
(46
|
)
|
|
—
|
|
|
(65
|
)
|
||||||
Software capitalization costs
|
—
|
|
|
—
|
|
|
(64
|
)
|
|
(5
|
)
|
|
—
|
|
|
(69
|
)
|
||||||
Other
|
—
|
|
|
—
|
|
|
11
|
|
|
37
|
|
|
—
|
|
|
48
|
|
||||||
Net cash used in investing activities
|
—
|
|
|
—
|
|
|
(73
|
)
|
|
(237
|
)
|
|
—
|
|
|
(310
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
350
|
|
|
—
|
|
|
350
|
|
||||||
Repayment of debt
|
—
|
|
|
(1,000
|
)
|
|
—
|
|
|
(424
|
)
|
|
—
|
|
|
(1,424
|
)
|
||||||
Debt issuance costs
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(9
|
)
|
||||||
Capital contribution
|
—
|
|
|
—
|
|
|
—
|
|
|
22
|
|
|
(9
|
)
|
|
13
|
|
||||||
Intercompany transfers
|
—
|
|
|
1,006
|
|
|
(1,094
|
)
|
|
88
|
|
|
—
|
|
|
—
|
|
||||||
Intercompany dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(309
|
)
|
|
309
|
|
|
—
|
|
||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
||||||
Net cash used in financing activities
|
—
|
|
|
—
|
|
|
(1,094
|
)
|
|
(281
|
)
|
|
300
|
|
|
(1,075
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Effect of exchange rate changes on cash, restricted cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
(14
|
)
|
||||||
Net decrease in cash, restricted cash and cash equivalents
|
—
|
|
|
—
|
|
|
(82
|
)
|
|
(10
|
)
|
|
—
|
|
|
(92
|
)
|
||||||
Cash, restricted cash and cash equivalents, beginning of period
|
—
|
|
|
—
|
|
|
202
|
|
|
658
|
|
|
—
|
|
|
860
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash, restricted cash and cash equivalents, end of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
120
|
|
|
$
|
648
|
|
|
$
|
—
|
|
|
$
|
768
|
|
|
2016
|
||||||||||||||||||
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
|
Year
|
||||||||||
|
(in millions, except per share data)
|
||||||||||||||||||
Revenues
|
$
|
2,750
|
|
|
$
|
3,051
|
|
|
$
|
2,942
|
|
|
$
|
2,920
|
|
|
$
|
11,663
|
|
Operating income
|
409
|
|
|
553
|
|
|
493
|
|
|
406
|
|
|
1,861
|
|
|||||
Net income (loss)
|
310
|
|
|
244
|
|
|
192
|
|
|
(382
|
)
|
|
364
|
|
|||||
Net income (loss) attributable to Hilton stockholders
|
309
|
|
|
239
|
|
|
187
|
|
|
(387
|
)
|
|
348
|
|
|||||
Basic earnings (loss) per share
(1)
|
$
|
0.94
|
|
|
$
|
0.73
|
|
|
$
|
0.57
|
|
|
$
|
(1.18
|
)
|
|
$
|
1.06
|
|
Diluted earnings (loss) per share
(1)
|
$
|
0.94
|
|
|
$
|
0.72
|
|
|
$
|
0.57
|
|
|
$
|
(1.17
|
)
|
|
$
|
1.05
|
|
|
2015
|
||||||||||||||||||
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
|
Year
|
||||||||||
|
(in millions, except per share data)
|
||||||||||||||||||
Revenues
|
$
|
2,599
|
|
|
$
|
2,922
|
|
|
$
|
2,895
|
|
|
$
|
2,856
|
|
|
$
|
11,272
|
|
Operating income
|
490
|
|
|
427
|
|
|
663
|
|
|
491
|
|
|
2,071
|
|
|||||
Net income
|
150
|
|
|
167
|
|
|
283
|
|
|
816
|
|
|
1,416
|
|
|||||
Net income attributable to Hilton stockholders
|
150
|
|
|
161
|
|
|
279
|
|
|
814
|
|
|
1,404
|
|
|||||
Basic earnings per share
(1)
|
$
|
0.46
|
|
|
$
|
0.49
|
|
|
$
|
0.85
|
|
|
$
|
2.47
|
|
|
$
|
4.27
|
|
Diluted earnings per share
(1)
|
$
|
0.46
|
|
|
$
|
0.49
|
|
|
$
|
0.85
|
|
|
$
|
2.47
|
|
|
$
|
4.26
|
|
(1)
|
The sum of the earnings per share for the four quarters differs from annual earnings per share due to the required method of computing the weighted average shares outstanding in interim periods. All per share amounts have been adjusted to reflect the Reverse Stock Split. See
Note 1
: "
Organization
" for further discussion.
|
Exhibit Number
|
|
Exhibit Description
|
2.1
|
|
Distribution Agreement, dated January 2, 2017, among Hilton Worldwide Holdings Inc., Hilton Domestic Operating Company Inc., Park Hotels & Resorts Inc. and Hilton Grand Vacations Inc. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K (File No. 001-36243) filed on January 4, 2017).
|
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 (File No. 001-36243) filed on 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 (File No. 001-36243) filed on December 17, 2013).
|
3.3
|
|
Certificate of Amendment to Certificate of Incorporation of Hilton Worldwide Holdings Inc. effective as of January 3, 2017 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K (File No. 001-36243) filed on January 4, 2017).
|
4.1
|
|
Indenture for the 5.625% Senior Notes due 2021 (the "2021 Notes"), dated as of October 4, 2013, among Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. as issuers, Hilton Worldwide Holdings Inc., as guarantor and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (No. 333-191110)).
|
4.2
|
|
First Supplemental Indenture with respect to the 2021 Notes, dated as of October 25, 2013, among the subsidiary guarantors party thereto and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1 (No. 333-191110)).
|
4.3
|
|
Second Supplemental Indenture with respect to the 2021 Notes, dated as of September 8, 2014, between Hilton International Holding Corporation and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-4 (No. 333-198693)).
|
4.4
|
|
Third Supplemental Indenture with respect to the 2021 Notes, dated as of March 3, 2015, among Embassy Suites Management LLC, HLT Existing Franchise Holding LLC and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q (File No. 001-36243) for the quarter ended March 31, 2015).
|
4.5
|
|
Form of 5.625% Senior Note due 2021 (included in Exhibit 4.1).
|
4.6
|
|
Indenture for the 4.250% Senior Notes due 2024 (the "2024 Notes"), dated as of August 18, 2016, by and among Hilton Domestic Operating Company Inc., Hilton Worldwide Holdings Inc., Hilton Worldwide Finance LLC, the guarantors from time to time party thereto and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K (File No. 001-36243) filed on August 18, 2016).
|
4.7
|
|
Form of 4.250% Senior Note due 2024 (included in Exhibit 4.6).
|
4.8
|
|
Fourth Supplemental Indenture with respect to the 2021 Notes, dated as of August 19, 2016, between Hilton Domestic Operating Company Inc. and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.4 to the Company's Quarterly Report on Form 10-Q (File No. 001-36243) for the quarter ended September 30, 2016).
|
4.9
|
|
Fifth Supplemental Indenture with respect to the 2021 Notes, dated as of September 22, 2016, among Hilton Worldwide Parent LLC, Hilton Worldwide Finance LLC, Hilton Worldwide Finance Corp., and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.5 to the Company's Quarterly Report on Form 10-Q (File No. 001-36243) for the quarter ended September 30, 2016).
|
Exhibit Number
|
|
Exhibit Description
|
4.10
|
|
Sixth Supplemental Indenture with respect to the 2021 Notes, dated as of October 20, 2016, among the subsidiary guarantors listed therein and Wilmington Trust, National Association, as trustee.
|
4.11
|
|
Seventh Supplemental Indenture with respect to the 2021 Notes, dated as of December 12, 2016, among the subsidiary guarantors listed therein and Wilmington Trust, National Association, as trustee.
|
4.12
|
|
First Supplemental Indenture with respect to the 2024 Notes, dated as of September 22, 2016, among Hilton Escrow Issuer LLC, Hilton Escrow Issuer Corp., Hilton Domestic Operating Company Inc., Hilton Worldwide Holdings Inc., Hilton Worldwide Finance LLC, the subsidiary guarantors party thereto, and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.6 to the Company's Quarterly Report on Form 10-Q (File No. 001-36243) for the quarter ended September 30, 2016).
|
4.13
|
|
Second Supplemental Indenture with respect to the 2024 Notes, dated as of September 22, 2016, among Hilton Domestic Operating Company Inc., Hilton Worldwide Parent LLC, and Wilmington Trust, National Association (incorporated by reference to Exhibit 4.7 to the Company's Quarterly Report on Form 10-Q (File No. 001-36243) for the quarter ended September 30, 2016).
|
4.14
|
|
Third Supplemental Indenture with respect to the 2024 Notes, dated as of October 20, 2016, among the subsidiary guarantors listed therein and Wilmington Trust, National Association, as trustee.
|
4.15
|
|
Fourth Supplemental Indenture with respect to the 2024 Notes, dated as of December 12, 2016, among the subsidiary guarantors listed therein and Wilmington Trust, National Association, as trustee.
|
10.1
|
|
Credit Agreement, dated as of October 25, 2013, among Hilton Worldwide Holdings Inc., as parent, Hilton Worldwide Finance LLC, as borrower, the other guarantors from time to time party thereto, Deutsche Bank AG New York Branch, as administrative agent, collateral agent, swing line lender and L/C issuer, and the other lenders from time to time party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (No. 333-191110)).
|
10.2
|
|
Security Agreement, dated as of October 25, 2013, among the grantors identified therein and Deutsche Bank AG New York Branch, as collateral agent (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-1 (No. 333-191110)).
|
10.3
|
|
Loan Agreement, dated as of October 25, 2013, among the subsidiaries party thereto, collectively, as borrower and JPMorgan Chase Bank, National Association, German American Capital Corporation, Bank of America, N.A., GS Commercial Real Estate LP and Morgan Stanley Mortgage Capital Holdings LLC, collectively, as lender (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-1 (No. 333-191110)).
|
10.4
|
|
Guaranty Agreement, dated as of October 25, 2013, among the guarantors named therein and JPMorgan Chase Bank, National Association, German American Capital Corporation, Bank of America, N.A., GS Commercial Real Estate LP and Morgan Stanley Mortgage Capital Holdings LLC, collectively, as lender (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1 (No. 333-191110)).
|
10.5
|
|
Registration Rights Agreement regarding the 2024 Notes, dated as of August 18, 2016, by and among Hilton Escrow Issuer LLC, Hilton Escrow Issuer Corp. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, on behalf of the initial purchasers (incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K (File No. 001-36243) filed on August 18, 2016).
|
10.6
|
|
Stockholders Agreement, dated as of December 17, 2013, by and among Hilton Worldwide Holdings Inc. and certain of its stockholders (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-36243) filed on December 17, 2013).
|
10.7
|
|
Registration Rights Agreement, dated as of December 17, 2013, among Hilton Worldwide Holdings Inc. and certain of its stockholders (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-36243) filed on December 17, 2013).
|
10.8
|
|
2013 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.15 to the Company’s Registration Statement on Form S-1 (No. 333-191110)).*
|
10.9
|
|
Form of Restricted Stock Grant and Acknowledgment (incorporated by reference to Exhibit 10.16 to the Company’s Registration Statement on Form S-1 (No. 333-191110)).*
|
10.10
|
|
Severance Plan (incorporated by reference to Exhibit 10.18 to the Company’s Registration Statement on Form S-1 (No. 333-191110)).*
|
Exhibit Number
|
|
Exhibit Description
|
10.11
|
|
Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.19 to the Company’s Registration Statement on Form S-1 (No. 333-191110)).*
|
10.12
|
|
2005 Executive Deferred Compensation Plan (as Amended and Restated Effective as of January 1, 2005) (incorporated by reference to Exhibit 10.20 to the Company's Annual Report on Form 10-K (File No. 001-36243) for the year ended December 31, 2013).*
|
10.13
|
|
Form of 2014 Performance Share Agreement (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q (File No. 001-36243) for the quarter ended March 31, 2014).*
|
10.14
|
|
Form of 2014 Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q (File No. 001-36243) for the quarter ended March 31, 2014).*
|
10.15
|
|
Form of 2014 Nonqualified Stock Option Agreement (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q (File No. 001-36243) for the quarter ended March 31, 2014).*
|
10.16
|
|
Form of 2015 Performance Share Agreement (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q (File No. 001-36243) for the quarter ended March 31, 2015).*
|
10.17
|
|
Form of 2015 Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q (File No. 001-36243) for the quarter ended March 31, 2015).*
|
10.18
|
|
Form of 2015 Nonqualified Stock Option Agreement (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q (File No. 001-36243) for the quarter ended March 31, 2015).*
|
10.19
|
|
Form of Deferred Share Unit Agreement (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q (File No. 001-36243) for the quarter ended June 30, 2015.*
|
10.20
|
|
Form of 2016 Performance Share Agreement (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q (File No. 001-36243) for the quarter ended March 31, 2016.*
|
10.21
|
|
Form of 2016 Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q (File No. 001-36243) for the quarter ended March 31, 2016).*
|
10.22
|
|
Amendment No. 1, dated as of August 18, 2016, to the Credit Agreement, dated as of October 25, 2013, by and among Hilton Worldwide Holdings Inc., Hilton Worldwide Finance LLC, the other guarantors party thereto from time to time, Deutsche Bank AG New York Branch as administrative agent, collateral agent, swing line lender and L/C issuer and the other lenders party thereto from time to time (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K (File No. 001-36243) filed on August 18, 2016.
|
10.23
|
|
Amendment No. 2, dated as of November 21, 2016, to the Credit Agreement, dated as of October 25, 2013 (as amended), by and among Hilton Worldwide Holdings Inc., Hilton Worldwide Finance LLC, the other guarantors party thereto from time to time, Deutsche Bank AG New York Branch as administrative agent, collateral agent, swing line lender and L/C issuer and the other lenders party thereto from time to time (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 001-36243) filed on November 23, 2016).
|
10.24
|
|
Escrow Agreement, dated as of August 18, 2016, by and among Hilton Escrow Issuer LLC, Hilton Escrow Issuer Corp., Wilmington Trust, National Association, as Trustee under the Indenture and Wilmington Trust, National Association, as escrow agent (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 001-36243) filed on August 18, 2016).
|
10.25
|
|
Letter Agreement relating to certain tax matters, dated as of October 24, 2016, by and among Hilton Worldwide Holdings Inc., Park Hotels & Resorts Inc., and certain of Hilton Worldwide Holdings Inc.’s stockholders (incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K (File No. 001-36243) filed on October 24, 2016).
|
10.26
|
|
Letter Agreement relating to tax stockholders agreement, dated as of October 24, 2016, by and among Hilton Worldwide Holdings Inc., Hilton Grand Vacations Inc. and certain of Hilton Worldwide Holdings Inc.’s stockholders (incorporated by reference to Exhibit 10.6 to the Company's Current Report on Form 8-K (File No. 001-36243) filed on October 24, 2016).
|
Exhibit Number
|
|
Exhibit Description
|
10.27
|
|
Stockholders Agreement, dated as of October 24, 2016, by and among Hilton Worldwide Holdings Inc., HNA Tourism Group Co., Ltd. and, solely for purposes of Section 4.3 thereof, HNA Group Co., Ltd. (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 001-36243) filed on October 24, 2016).
|
10.28
|
|
First Amendment to Stockholders Agreement, dated as of October 24, 2016, by and among Hilton Worldwide Holdings Inc. and certain of its stockholders (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K (File No. 001-36243) filed on October 24, 2016).
|
10.29
|
|
Registration Rights Agreement, dated as of October 24, 2016, by and between Hilton Worldwide Holdings Inc. and HNA Tourism Group Co., Ltd. (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K (File No. 001-36243) filed on October 24, 2016).
|
10.30
|
|
Amended and Restated Registration Rights Agreement, dated as of October 24, 2016, by and among Hilton Worldwide Holdings Inc. and certain of its stockholders (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K (File No. 001-36243) filed on October 24, 2016).
|
10.31
|
|
Employee Matters Agreement, dated January 2, 2017, among Hilton Worldwide Holdings Inc., Hilton Domestic Operating Company Inc., Park Hotels & Resorts Inc. and Hilton Grand Vacations Inc. (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 001-36243) filed on January 4, 2017).
|
10.32
|
|
Tax Matters Agreement, dated January 2, 2017, among Hilton Worldwide Holdings Inc., Hilton Domestic Operating Company Inc., Park Hotels & Resorts Inc. and Hilton Grand Vacations Inc. (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K (File No. 001-36243) filed on January 4, 2017).
|
10.33
|
|
Transition Services Agreement, dated January 2, 2017, among Hilton Worldwide Holdings Inc., Park Hotels & Resorts Inc. and Hilton Grand Vacations Inc. (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K (File No. 001-36243) filed on January 4, 2017).
|
10.34
|
|
License Agreement, dated January 2, 2017, by and between Hilton Worldwide Holdings Inc. and Hilton Grand Vacations Inc. (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K (File No. 001-36243) filed on January 4, 2017).
|
10.35
|
|
Tax Stockholders Agreement, dated January 2, 2017, among Hilton Worldwide Holdings Inc., Hilton Grand Vacations Inc. and the other parties thereto (incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K (File No. 001-36243) filed on January 4, 2017).
|
12
|
|
Computation of Ratio of Earnings to Fixed Charges.
|
21.1
|
|
Subsidiaries of the Registrant.
|
23.1
|
|
Consent of Ernst & Young LLP.
|
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).
|
99.1
|
|
Section 13(r) Disclosure.
|
101.INS
|
|
XBRL Instance Document.
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
101.DEF
|
|
XBRL Taxonomy 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
|
Title:
|
|
President and Chief Executive Officer
|
Signature
|
|
Title
|
/s/ Christopher J. Nassetta
|
|
President, Chief Executive Officer and Director
|
Christopher J. Nassetta
|
|
(principal executive officer)
|
|
|
|
/s/ Jonathan D. Gray
|
|
Chairman of the Board of Directors
|
Jonathan D. Gray
|
|
|
|
|
|
/s/ Jon M. Huntsman, Jr.
|
|
Director
|
Jon M. Huntsman, Jr.
|
|
|
|
|
|
/s/ Judith A. McHale
|
|
Director
|
Judith A. McHale
|
|
|
|
|
|
/s/ John G. Schreiber
|
|
Director
|
John G. Schreiber
|
|
|
|
|
|
/s/ Elizabeth A. Smith
|
|
Director
|
Elizabeth A. Smith
|
|
|
|
|
|
/s/ Douglas M. Steenland
|
|
Director
|
Douglas M. Steenland
|
|
|
|
|
|
/s/ William J. Stein
|
|
Director
|
William J. Stein
|
|
|
|
|
|
/s/ Kevin J. Jacobs
|
|
Executive Vice President and Chief Financial Officer
|
Kevin J. Jacobs
|
|
(principal financial officer)
|
|
|
|
/s/ Michael W. Duffy
|
|
Senior Vice President and Chief Accounting Officer
|
Michael W. Duffy
|
|
(principal accounting officer)
|
HILTON GRAND VACATIONS INC.
|
|
|
|
By:
|
/s/ Mark Wang
|
Name:
|
Mark Wang
|
Title:
|
President and Chief Executive Officer
|
HILTON GRAND VACATIONS PARENT LLC
|
|
|
|
By:
|
/s/ Allen Klingsick
|
Name:
|
Allen Klingsick
|
Title:
|
President
|
HILTON GRAND VACATIONS BORROWER LLC
|
|
|
|
By:
|
/s/ Allen Klingsick
|
Name:
|
Allen Klingsick
|
Title:
|
President
|
HILTON GRAND VACATIONS BORROWER INC.
|
|
|
|
By:
|
/s/ Allen Klingsick
|
Name:
|
Allen Klingsick
|
Title:
|
President
|
HILTON TRAVEL, LLC
|
|
|
|
By:
|
/s/ Mark Wang
|
Name:
|
Mark Wang
|
Title:
|
President
|
48TH STREET HOLDING LLC
|
|
|
|
By:
|
/s/ Mark Wang
|
Name:
|
Mark Wang
|
Title:
|
President
|
WILMINGTON TRUST, NATIONAL ASSOCIATION
,
as Trustee
|
|
|
|
By:
|
/s/ W. Thomas Morris, II
|
Name:
|
W. Thomas Morris, II
|
Title:
|
Vice President
|
HILTON DOMESTIC MANAGEMENT LLC
HILTON DOMESTIC FRANCHISE LLC
CURIO BRAND MANAGEMENT LLC
TRU BRAND MANAGEMENT LLC
HOME2 BRAND MANAGEMENT LLC
CANOPY BRAND MANAGEMENT LLC
|
|
|
|
By:
|
/s/ W. Steven Standefer
|
Name:
|
W. Steven Standefer
|
Title:
|
Senior Vice President
|
WILMINGTON TRUST, NATIONAL ASSOCIATION
,
as Trustee
|
|
|
|
By:
|
/s/ W. Thomas Morris, II
|
Name:
|
W. Thomas Morris, II
|
Title:
|
Vice President
|
HILTON GRAND VACATIONS INC.
|
|
|
|
By:
|
/s/ Mark Wang
|
Name:
|
Mark Wang
|
Title:
|
President and Chief Executive Officer
|
HILTON GRAND VACATIONS PARENT LLC
|
|
|
|
By:
|
/s/ Allen Klingsick
|
Name:
|
Allen Klingsick
|
Title:
|
President
|
HILTON GRAND VACATIONS BORROWER LLC
|
|
|
|
By:
|
/s/ Allen Klingsick
|
Name:
|
Allen Klingsick
|
Title:
|
President
|
HILTON GRAND VACATIONS BORROWER INC.
|
|
|
|
By:
|
/s/ Allen Klingsick
|
Name:
|
Allen Klingsick
|
Title:
|
President
|
HILTON TRAVEL, LLC
|
|
|
|
By:
|
/s/ Mark Wang
|
Name:
|
Mark Wang
|
Title:
|
President
|
48TH STREET HOLDING LLC
|
|
|
|
By:
|
/s/ Mark Wang
|
Name:
|
Mark Wang
|
Title:
|
President
|
WILMINGTON TRUST, NATIONAL ASSOCIATION
,
as Trustee
|
|
|
|
By:
|
/s/ W. Thomas Morris, II
|
Name:
|
W. Thomas Morris, II
|
Title:
|
Vice President
|
HILTON DOMESTIC MANAGEMENT LLC
HILTON DOMESTIC FRANCHISE LLC
CURIO BRAND MANAGEMENT LLC
TRU BRAND MANAGEMENT LLC
HOME2 BRAND MANAGEMENT LLC
CANOPY BRAND MANAGEMENT LLC
WASHINGTON HILTON, L.L.C.
|
|
|
|
By:
|
/s/ W. Steven Standefer
|
Name:
|
W. Steven Standefer
|
Title:
|
Senior Vice President
|
WILMINGTON TRUST, NATIONAL ASSOCIATION
,
as Trustee
|
|
|
|
By:
|
/s/ W. Thomas Morris, II
|
Name:
|
W. Thomas Morris, II
|
Title:
|
Vice President
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income before taxes
|
$
|
1,255
|
|
|
$
|
1,496
|
|
|
$
|
1,147
|
|
|
$
|
698
|
|
|
$
|
573
|
|
Equity in losses (earnings) from unconsolidated affiliates
|
(8
|
)
|
|
(23
|
)
|
|
(19
|
)
|
|
(16
|
)
|
|
11
|
|
|||||
|
1,247
|
|
|
1,473
|
|
|
1,128
|
|
|
682
|
|
|
584
|
|
|||||
Add:
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges
|
720
|
|
|
718
|
|
|
768
|
|
|
767
|
|
|
724
|
|
|||||
Distributed income of equity method investees
|
22
|
|
|
26
|
|
|
22
|
|
|
27
|
|
|
31
|
|
|||||
Subtract:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest capitalized
|
(3
|
)
|
|
(3
|
)
|
|
(4
|
)
|
|
(7
|
)
|
|
(6
|
)
|
|||||
Earnings available for fixed charges
|
$
|
1,986
|
|
|
$
|
2,214
|
|
|
$
|
1,914
|
|
|
$
|
1,469
|
|
|
$
|
1,333
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
(1)
|
$
|
587
|
|
|
$
|
575
|
|
|
$
|
618
|
|
|
$
|
620
|
|
|
$
|
569
|
|
Interest capitalized
|
3
|
|
|
3
|
|
|
4
|
|
|
7
|
|
|
6
|
|
|||||
Estimated interest included in rent expense
|
130
|
|
|
140
|
|
|
149
|
|
|
140
|
|
|
149
|
|
|||||
Total Fixed Charges
|
$
|
720
|
|
|
$
|
718
|
|
|
$
|
768
|
|
|
$
|
767
|
|
|
$
|
724
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of Earnings to Fixed Charges
|
2.8
|
|
|
3.1
|
|
|
2.5
|
|
|
1.9
|
|
|
1.8
|
|
Name
|
Jurisdiction of Incorporation or Organization
|
259 Pitt Street Pty Ltd.
|
Australia
|
42 Hotel Member LLC
|
United States
|
90210 Biltmore Management, LLC
|
United States
|
90210 Desert Resorts Management Co., LLC
|
United States
|
90210 Grand Wailea Management Co., LLC
|
United States
|
90210 LLC
|
United States
|
90210 Management Company, LLC
|
United States
|
Adana Hilton Enternasyonal Otelcilik Limited Sirketi
|
Turkey
|
Adda Hotels
|
United Kingdom
|
Adda Properties Limited
|
United Kingdom
|
Addis Ababa Hilton Private Limited Company
|
Ethiopia
|
Admiral I Pty Limited
|
Australia
|
Admiral II Pty Limited
|
Australia
|
Admiral III Pty Limited
|
Australia
|
Admiral Investments Pty Limited
|
Australia
|
Andiamo's O'Hare, LLC
|
United States
|
Ankara Enternasyonel Otelcilik Anonim Sirketi
|
Turkey
|
ATM Hotels Pty. Limited
|
Australia
|
Avenue Louise Hotel Partners S.N.C.
|
Belgium
|
Bally's Grand Property Sub I, LLC
|
United States
|
Blue Bonnet Security, LLC
|
United States
|
Bonnet Creek Golf Course Lessee LLC
|
United States
|
Bonnet Creek Waldorf Astoria Lessee LLC
|
United States
|
Brighton at Kingston Plantation, L.L.C.
|
United States
|
Canopy Brand Management LLC
|
United States
|
Chancel Service Corporation
|
United States
|
Chesterfield Village Hotel, L.L.C.
|
United States
|
CHW Holdings, LLC
|
United States
|
Comfort Hotels International Limited
|
United Kingdom
|
Comfort Hotels Limited
|
United Kingdom
|
Comfort Inns BV
|
Netherlands
|
Comfort Lodge (U.K.) Limited
|
United Kingdom
|
Compris Hotel LLC
|
United States
|
Conrad International (Belgium) LLC
|
United States
|
Conrad International (Egypt) LLC
|
United States
|
Conrad International (Egypt) Resorts Corporation
|
United States
|
Conrad International (Indonesia) Corporation
|
United States
|
Conrad International (Thailand) Limited
|
Thailand
|
Conrad International Hotels (HK) Limited
|
Hong Kong
|
Conrad International Investment (Jakarta) Corporation
|
United States
|
Conrad International Manage (CIS) LLC
|
United States
|
Conrad International Management Services (Singapore) Pte Ltd
|
Singapore
|
Conrad Management LLC
|
United States
|
Conrad Osaka Godo Kaisha
|
Japan
|
Curio Brand Management LLC
|
United States
|
Destination Resort Affiliates
|
United States
|
Destination Resorts LLC
|
United States
|
Doubletree De Mexico, S.A. De C.V.
|
Mexico
|
Doubletree Hotel Systems LLC
|
United States
|
Doubletree Hotels LLC
|
United States
|
Doubletree International Franchise LLC
|
United States
|
Doubletree LLC
|
United States
|
Doubletree Management LLC
|
United States
|
Doubletree Partners
|
United States
|
DT Management LLC
|
United States
|
DT Real Estate, LLC
|
United States
|
DTM Atlanta/Legacy, Inc.
|
United States
|
DTM Cambridge, Inc.
|
United States
|
DTM Coconut Grove, Inc.
|
United States
|
DTM Maryland, Inc.
|
United States
|
DTM Santa Clara LLC
|
United States
|
DTM Walnut Creek, Inc.
|
United States
|
DTR FCH Holdings, Inc.
|
United States
|
DTR Houston, Inc.
|
United States
|
DTR PAH Holding, Inc.
|
United States
|
DTR San Antonio, Inc.
|
United States
|
Dunkeld Lodges (Management) Limited
|
United Kingdom
|
EJP LLC
|
United States
|
Embassy Development LLC
|
United States
|
Embassy Equity Development LLC
|
United States
|
Embassy Memphis Corporation
|
United States
|
Embassy Suites (Isla Verde), Inc.
|
United States
|
Embassy Suites Club No. 1, Inc.
|
United States
|
Embassy Suites Club No. Three, Inc.
|
United States
|
Embassy Suites Club No. Two, Inc.
|
United States
|
Embassy Suites Management LLC
|
United States
|
Embassy Syracuse Development LLC
|
United States
|
Grand Hotel Imperial dd
|
Croatia
|
Greatkey Limited
|
United Kingdom
|
H Alliance, Inc.
|
United States
|
Hampton Inns LLC
|
United States
|
Hampton Inns Management LLC
|
United States
|
Hapeville Investors, LLC
|
United States
|
HBM Global Risk Corporation
|
United States
|
HFS San Francisco Liquor License, LLC
|
United States
|
HHC BC Orlando, LLC
|
United States
|
HI Hotel Management (Guam), Inc.
|
Guam
|
HI Investment (Colombia) EU
|
Colombia
|
HI US Finance LLC
|
United States
|
HIC Dormant Holding LLC
|
United States
|
HIC First LLC
|
United States
|
HIC Group International Luxembourg S.a.r.l.
|
Luxembourg
|
HIC Holdings BV
|
Netherlands
|
HIC Holdings LLC
|
United States
|
HIC Hotels U.S.A. LLC
|
United States
|
HIC Racing (Chiswick) Limited
|
United Kingdom
|
HIC Second LLC
|
United States
|
HIC Treasury Limited
|
United Kingdom
|
Hilmex Holdings, S. de R.L. de C.V.
|
Mexico
|
Hilstock Hotel Holding Corporation
|
United States
|
Hilton Argentina SRL
|
Argentina
|
Hilton Beverage Corporation
|
United States
|
Hilton Beverage LLC
|
United States
|
Hilton Brazil Operacoes E Participacoes Ltda.
|
Brazil
|
Hilton Canada Co.
|
Canada
|
Hilton Chicago Beverage I LLC
|
United States
|
Hilton Chicago Beverage II LLC
|
United States
|
Hilton Chicago Beverage III LLC
|
United States
|
Hilton Chicago Beverage IV LLC
|
United States
|
Hilton Copenhagen ApS
|
Denmark
|
Hilton Corporate Director LLC
|
United States
|
Hilton Cyprus Limited
|
Cyprus
|
Hilton Domestic Franchise LLC
|
United States
|
Hilton Domestic Management LLC
|
United States
|
Hilton Domestic Operating Company Inc.
|
United States
|
Hilton Egypt Trading Company (a/k/a Hilton Lil Tigara)
|
Egypt
|
Hilton El Con Management LLC
|
United States
|
Hilton El Con Operator LLC
|
United States
|
Hilton Electronic Distribution Systems, LLC
|
United States
|
Hilton Enternasyonal Otelcilik AS
|
Turkey
|
Hilton Enternasyonal Otelcilik AS - Ankara branch
|
Turkey
|
Hilton Finance (UK) Limited
|
United Kingdom
|
Hilton Foreign Operating Company Inc.
|
United States
|
Hilton Franchise Holding LLC
|
United States
|
Hilton Garden Inns Management LLC
|
United States
|
Hilton Germany Holdco Limited
|
United Kingdom
|
Hilton Global Holdings LLC
|
United States
|
Hilton Hawaii Corporation
|
United States
|
Hilton HHC Limited
|
United Kingdom
|
Hilton HIH Limited
|
United Kingdom
|
Hilton (Hellas) Monoprosopi EPE
|
Greece
|
Hilton Holdings LLC
|
United States
|
Hilton Honors Worldwide LLC
|
United States
|
Hilton Hospitality LLC
|
United States
|
Hilton Hotel Management (Shanghai) Co Ltd
|
China
|
Hilton Hotel Management (Shanghai) Co Ltd - Beijing branch
|
China
|
Hilton Hotel Management (Shanghai) Co Ltd - Shenzhen branch
|
China
|
Hilton Hotel Management Services Private Limited
|
India
|
Hilton Hotel Service Co Limited
|
Japan
|
Hilton Hotels (Ireland) Limited
|
Ireland
|
Hilton Hotels Holdings LLC
|
United States
|
Hilton Hotels of Australia (Melbourne) Pty Ltd
|
Australia
|
Hilton Hotels of Australia Pty Limited
|
Australia
|
Hilton Illinois Holdings LLC
|
United States
|
Hilton Illinois LLC.
|
United States
|
Hilton Inns LLC
|
United States
|
Hilton Internacional de Venezuela CA
|
Venezuela, Bolivarian Republic of
|
Hilton International (Bulgaria) EAD
|
Bulgaria
|
Hilton International (France) SAS
|
France
|
Hilton International (Germany) GmbH
|
Germany
|
Hilton International (Moscow) LLC
|
United States
|
Hilton International (Nederland) BV
|
Netherlands
|
Hilton International (Switzerland) GmbH
|
Switzerland
|
Hilton International (Thailand) Limited
|
Thailand
|
Hilton International Asia Pacific Pte Ltd
|
Singapore
|
Hilton International Australia Holding Pty Ltd
|
Australia
|
Hilton International Australia Pty Limited
|
Australia
|
Hilton International Barbados Limited
|
Barbados
|
Hilton International Canada CRA ULC
|
Canada
|
Hilton International Co - Egypt
|
Egypt
|
Hilton International Co - Mauritius
|
Mauritius
|
Hilton International Co - Sucursal em Portugal
|
Portugal
|
Hilton International Co - Sudan
|
Sudan
|
Hilton International Co (Belgium) BVBA
|
Belgium
|
Hilton International Co (Spolka Akcyjna)
|
Poland
|
Hilton International Co Merkezi ABD Turkiye Istanbul Subesi
|
Turkey
|
Hilton International DEMPE Holding Limited
|
United Kingdom
|
Hilton International Ecuador LLC
|
United States
|
Hilton International Franchisor LLC
|
United States
|
Hilton International GAMMA
|
France
|
Hilton International Holding LLC
|
United States
|
Hilton International Holding USA Corporation
|
United States
|
Hilton International Holdings LLC
|
United States
|
Hilton International Hotels (U.K.) Limited
|
United Kingdom
|
Hilton International Hotels (UK) Limited - Sucursal en Espana
|
Spain
|
Hilton International IP Holding 2 Limited
|
United Kingdom
|
Hilton International IP Holding Limited
|
United Kingdom
|
Hilton International Jamaica Limited
|
Jamaica
|
Hilton International LLC
|
United States
|
Hilton International LLC - Dubai
|
United Arab Emirates
|
Hilton International LLC - Hong Kong branch
|
Hong Kong
|
Hilton International Manage (Argentina) SRL
|
Argentina
|
Hilton International Manage (Maldives) Pvt. Ltd
|
Maldives
|
Hilton International Manage LLC
|
United States
|
Hilton International Manage LLC - Canada
|
Canada
|
Hilton International Manage LLC - Costa Rica
|
Costa Rica
|
Hilton International Manage LLC - Egypt
|
Egypt
|
Hilton International Manage LLC - South Africa
|
South Africa
|
Hilton International Manage LLC Branche (Tunisia)
|
Tunisia
|
Hilton International Management (Middle East) Corporation - Ukraine Representative Office
|
Ukraine
|
Hilton International Management LLC
|
United States
|
Hilton International Management LLC (Sri Lanka)
|
Sri Lanka
|
Hilton International South Africa (PTY) Limited
|
South Africa
|
Hilton International Trinidad Limited
|
Trinidad and Tobago
|
Hilton International Vermogensverwaltung GmbH
|
Germany
|
Hilton International Wien GmbH
|
Austria
|
Hilton Israel Ltd
|
Israel
|
Hilton Italiana Srl
|
Italy
|
Hilton Malta Limited
|
Malta
|
Hilton Management Liquor LLC
|
United States
|
Hilton Management LLC
|
United States
|
Hilton Munich Airport Hotel Manage GmbH
|
Germany
|
Hilton Nairobi Limited
|
Kenya
|
Hilton New Jersey Service Corp.
|
United States
|
Hilton of Malaysia LLC
|
United States
|
Hilton of Malaysia LLC - Malaysia
|
Malaysia
|
Hilton of Panama Limited
|
Panama
|
Hilton of Panama Ltd - Greece branch
|
Greece
|
Hilton of Spain S.L.
|
Spain
|
Hilton PCB S.a.r.l.
|
Luxembourg
|
Hilton Recreation LLC
|
United States
|
Hilton Reservations Worldwide, L.L.C.
|
United States
|
Hilton Russia LLC
|
United States
|
Hilton Russia LLC - Russian branch
|
Russian Federation
|
Hilton San Diego LLC
|
United States
|
Hilton Service Center GmbH
|
Germany
|
Hilton Spring Corporation
|
United States
|
Hilton Supply Management LLC
|
United States
|
Hilton Systems Solutions, LLC
|
United States
|
Hilton Systems, LLC
|
United States
|
Hilton Telemarketing LLC
|
United States
|
Hilton Tobago Unlimited
|
Trinidad and Tobago
|
Hilton Travel Services LLC
|
United States
|
Hilton UK Corporate Director Limited
|
United Kingdom
|
Hilton UK Hotels Limited
|
United Kingdom
|
Hilton UK Manage Limited
|
United Kingdom
|
Hilton UK Manage Limited - Saudia Arabia
|
Saudi Arabia
|
Hilton UK Manage Limited – Swedish Filial
|
Sweden
|
Hilton UK Manage Limited-Sucursal em Portugal
|
Portugal
|
Hilton UK Pension Trustee Limited
|
United Kingdom
|
Hilton Worldwide Domestic FS Treasury LLC
|
United States
|
Hilton Worldwide Finance Corp.
|
United States
|
Hilton Worldwide Finance LLC
|
United States
|
Hilton Worldwide Franchising LP
|
United Kingdom
|
Hilton Worldwide FS Treasury Limited
|
United Kingdom
|
Hilton Worldwide Holding 1 Limited
|
United Kingdom
|
Hilton Worldwide Holding 2 Limited
|
United Kingdom
|
Hilton Worldwide Holding LLP
|
United Kingdom
|
Hilton Worldwide Holdings Inc.
|
United States
|
Hilton Worldwide International CRA Holdings C.V.
|
Netherlands
|
Hilton Worldwide International do Brasil Ltda.
|
Brazil
|
Hilton Worldwide International Holding 1 LLC
|
United States
|
Hilton Worldwide International Israel Ltd.
|
Israel
|
Hilton Worldwide International Italy S.r.l.
|
Italy
|
Hilton Worldwide International Japan Godo-Kaisha
|
Japan
|
Hilton Worldwide International Luxembourg Holding S.à r.l.
|
Luxembourg
|
Hilton Worldwide International Myanmar Company Limited
|
Myanmar
|
Hilton Worldwide International Puerto Rico LLC
|
Puerto Rico
|
Hilton Worldwide International Singapore Pte. Ltd.
|
Singapore
|
Hilton Worldwide Limited
|
United Kingdom
|
Hilton Worldwide Limited Hong Kong Branch
|
Hong Kong
|
Hilton Worldwide Limited Korea Branch
|
Korea, Republic of
|
Hilton Worldwide Manage Branchco Limited
|
United Kingdom
|
Hilton Worldwide Manage Branchco Limited - Sucursal em Portugal
|
Portugal
|
Hilton Worldwide Manage Branchco Limited (Ukraine)
|
Ukraine
|
Hilton Worldwide Manage Branchco Limited Branch - Georgia
|
Georgia
|
Hilton Worldwide Manage Branchco Limited -Colombia
|
Colombia
|
Hilton Worldwide Manage Branchco Limited Korea Branch
|
Korea, Republic of
|
Hilton Worldwide Manage Branchco Limited spółka z ograniczona odpowiedzialnością Oddział w Polsce
|
Poland
|
Hilton Worldwide Manage Branchco Ltd - Uruguay Branch
|
Uruguay
|
Hilton Worldwide Manage Limited
|
United Kingdom
|
Hilton Worldwide Parent LLC
|
United States
|
Hilton Worldwide Services Limited
|
United Kingdom
|
Hilton-OCCC Mezz Lender, LLC
|
United States
|
HLT Amity LLC
|
United States
|
HLT Aro Manage Limited
|
United Kingdom
|
HLT Audubon LLC
|
United States
|
HLT Bradford Limited
|
United Kingdom
|
HLT Brazil LLC
|
United States
|
HLT Conrad Domestic LLC
|
United States
|
HLT Domestic JV Holdings LLC
|
United States
|
HLT Drake LLC
|
United States
|
HLT English Operator Limited
|
United Kingdom
|
HLT ESP International Franchise LLC
|
United States
|
HLT ESP International Franchisor Corporation
|
United States
|
HLT ESP International Manage LLC
|
United States
|
HLT ESP International Management Corporation
|
United States
|
HLT ESP Manage LLC
|
United States
|
HLT Existing Franchise Holding LLC
|
United States
|
HLT Franchise II Borrower LLC
|
United States
|
HLT Franchise Mezz V-A LLC
|
United States
|
HLT Franchise Mezz V-B LLC
|
United States
|
HLT Franchise Mezz V-C LLC
|
United States
|
HLT Franchise Mezz V-D LLC
|
United States
|
HLT Franchise Mezz V-E LLC
|
United States
|
HLT Franchise Mezz V-F LLC
|
United States
|
HLT Franchise Mezz V-G LLC
|
United States
|
HLT Franchise Mezz V-H LLC
|
United States
|
HLT Franchise Mezz V-I LLC
|
United States
|
HLT Franchise Mezz V-J LLC
|
United States
|
HLT Franchise Mezz V-K LLC
|
United States
|
HLT Franchise V Borrower LLC
|
United States
|
HLT German Manage GmbH
|
Germany
|
HLT German Services GmbH
|
Germany
|
HLT Operating Mezz VII-H Limited
|
United Kingdom
|
HLT Operating Mezz VII-I Limited
|
United Kingdom
|
HLT Operating Mezz VII-J Limited
|
United Kingdom
|
HLT Operating Mezz VII-K Limited
|
United Kingdom
|
HLT Operating Mezz V-K Limited
|
United Kingdom
|
HLT Operating VII-A Borrower GmbH
|
Germany
|
HLT Owned II Holding LLC
|
United States
|
HLT Owned II-A Borrower LLC
|
United States
|
HLT Owned IX Holding Limited
|
United Kingdom
|
HLT Owned IX-A Holding Limited
|
United Kingdom
|
HLT Owned Mezz IX-A Limited
|
United Kingdom
|
HLT Owned Mezz IX-B Limited
|
United Kingdom
|
HLT Owned Mezz IX-C Limited
|
United Kingdom
|
HLT Owned Mezz IX-D Limited
|
United Kingdom
|
HLT Owned Mezz IX-E Limited
|
United Kingdom
|
HLT Owned Mezz IX-F Limited
|
United Kingdom
|
HLT Owned Mezz IX-G Limited
|
United Kingdom
|
HLT Owned Mezz IX-H Limited
|
United Kingdom
|
HLT Owned Mezz IX-I Limited
|
United Kingdom
|
HLT Owned Mezz IX-J Limited
|
United Kingdom
|
HLT Owned Mezz IX-K Limited
|
United Kingdom
|
HLT Owned Mezz V-A Limited
|
United Kingdom
|
HLT Owned Mezz V-B Limited
|
United Kingdom
|
HLT Owned Mezz V-C Limited
|
United Kingdom
|
HLT Owned Mezz V-D Limited
|
United Kingdom
|
HLT Owned Mezz V-E Limited
|
United Kingdom
|
HLT Owned Mezz V-F Limited
|
United Kingdom
|
HLT Owned Mezz V-G Limited
|
United Kingdom
|
HLT Owned Mezz V-H Limited
|
United Kingdom
|
HLT Owned Mezz V-I Limited
|
United Kingdom
|
HLT Owned Mezz V-J Limited
|
United Kingdom
|
HLT Owned Mezz V-K Limited
|
United Kingdom
|
HLT Owned V Holding Limited
|
United Kingdom
|
HLT Owned V-A Holding Limited
|
United Kingdom
|
HLT Owned VI-A Holding LLC
|
United States
|
HLT Owned VII Holding LLC
|
United States
|
HLT Owned VII-A Holding LLC
|
United States
|
HLT Palmer LLC
|
United States
|
HLT Prism LLC
|
United States
|
HLT Secretary Limited
|
United Kingdom
|
HLT Stakis IP Limited
|
United Kingdom
|
HLT Stakis Operator Limited
|
United Kingdom
|
HLT Waldorf=Astoria International Manage LLC
|
United States
|
Home2 Brand Management LLC
|
United States
|
Homewood Suites Management LLC
|
United States
|
Hotel Clubs of Corporate Woods, Inc.
|
United States
|
Hotel Corporation of Europe (Milan Branch)
|
Italy
|
Hotel Corporation of Europe, LLC
|
United States
|
Hotel Equities Co.
|
United States
|
Hotel Maatschappij Schiphol BV
|
Netherlands
|
Hotel Management (Middle East) LLC
|
United States
|
Hotel Management of Minneapolis Inc.
|
United States
|
Hotelbetriebsgesellschaft Hochstrasse GmbH
|
Germany
|
Hotels Statler Company, Inc.
|
United States
|
HPP Hotels USA LLC
|
United States
|
HPP International LLC
|
United States
|
HTGV, LLC
|
United States
|
Innvision, LLC
|
United States
|
International Brand Hospitality Austria GmbH
|
Austria
|
International Brand Hospitality GmbH
|
Germany
|
International Company for Touristic Investments, S.A.E.
|
Egypt
|
International Hotels (Kenya) Limited
|
Kenya
|
International Rivercenter Lessee, L.L.C.
|
United States
|
Istanbul Park Hilton Enternasyonal Otelcilik Limited Sirketi
|
Turkey
|
Izmir Enternasyonel Otelcilik Anonim Sirketi
|
Turkey
|
Izmir Hilton Enternasyonal Otelcilik AS
|
Turkey
|
Kayseri Hilton Enternasyonal Otelcilik AS
|
Turkey
|
King Street Hotel SPE, LLC
|
United States
|
Konya Hilton Enternasyonal Otelcilik AS
|
Turkey
|
Lee Vista Tenant Corp.
|
United States
|
Livingwell Australia Pty Limited
|
Australia
|
Lockwood Palmer House, LLC
|
United States
|
Madagascar Hilton SARL
|
Madagascar
|
MAPLE HOTELS MANAGEMENT COMPANY LIMITED
|
Ireland
|
Maple Hotels Management Company Limited
|
United Kingdom
|
Margate Towers at Kingston Plantation, L.L.C.
|
United States
|
Marquette MPT, Inc.
|
United States
|
Mayaguez Hilton Corporation - Puerto Rico branch
|
Puerto Rico
|
Mayaguez Hilton LLC
|
United States
|
MC Treasury Limited
|
United Kingdom
|
Mersin Hilton Enternasyonal Otelcilik AS
|
Turkey
|
Milbuck Holdings, Inc
|
United States
|
Morning Light Co Ltd
|
Mauritius
|
München Park Hilton Zweigniederlassung der Hilton International LLC
|
Germany
|
Nagoya Hilton Co Ltd
|
Japan
|
Nippon Hilton Co Ltd
|
Japan
|
Odawara Hilton Co., Ltd
|
Japan
|
On Command Corporation
|
United States
|
Operadora de Hoteles Loreto, S. de R.L. de C.V
|
Mexico
|
Osaka Hilton Co Ltd
|
Japan
|
P55 Beverage LLC
|
United States
|
PAH-DT Chicago-O'Hare Partners, LP
|
United States
|
PAH-DT Park Place Partners, LP
|
United States
|
PAH-DT Tallahassee Partners, LP
|
United States
|
Peacock Alley Service Company, LLC
|
United States
|
PH Hotel GP, LLC
|
United States
|
PH Hotel Partners, LP
|
United States
|
Potter's Bar Palmer House, LLC
|
United States
|
Promus Hotel Services, Inc.
|
United States
|
Promus Hotels Florida LLC
|
United States
|
Promus Hotels LLC
|
United States
|
Promus Hotels Minneapolis, Inc.
|
United States
|
Promus Hotels Parent LLC
|
United States
|
Promus Operating LLC
|
United States
|
Promus/FCH Condominium Company, L.L.C.
|
United States
|
Promus/FCH Development Company, L.L.C.
|
United States
|
Promus/Kingston Development Corporation
|
United States
|
PT Hilton International Manage Indonesia
|
Indonesia
|
PT. Conrad Management Indonesia
|
Indonesia
|
Puckrup Hall Hotel Limited
|
United Kingdom
|
Rye Town Tenant Corp.
|
United States
|
Sacramento Hotel Partners, LLC
|
United States
|
SALC, Inc.
|
United States
|
Samantha Hotel LLC
|
United States
|
Santa Clara Tenant Corp.
|
United States
|
Servicios y Recursos Administrativos Hoteleros S. de R.L. de C.V.
|
Mexico
|
SH Investors I, L.P.
|
United States
|
Societe d'Exploitation Hoteliere d'Orly EURL
|
France
|
Societe d'exploitation Hoteliere La defense SAS
|
France
|
Splendid Property Company Limited
|
United Kingdom
|
Sunrise Resources (Australia) Pty Ltd
|
Australia
|
Tel Aviv Hilton Limited
|
Israel
|
Tokyo Bay Hilton Co. Ltd
|
Japan
|
Tru Brand Management LLC
|
United States
|
UK Leasing Brighton Limited
|
United Kingdom
|
UK Leasing Cobham Limited
|
United Kingdom
|
UK Leasing Croydon Limited
|
United Kingdom
|
UK Leasing East Midlands Limited
|
United Kingdom
|
UK Leasing Leeds City Limited
|
United Kingdom
|
UK Leasing Leicester Limited
|
United Kingdom
|
UK Leasing London Kensington Limited
|
United Kingdom
|
UK Leasing Northampton Limited
|
United Kingdom
|
UK Leasing Nottingham Limited
|
United Kingdom
|
UK Leasing Puckrup Limited
|
United Kingdom
|
UK Leasing Watford Limited
|
United Kingdom
|
UK Leasing York Limited
|
United Kingdom
|
Village Motor Inn
|
United States
|
Vista International DE LLC
|
United States
|
WA Collection International, LLC
|
United States
|
Waldorf=Astoria Management LLC
|
United States
|
Washington Hilton, L.L.C.
|
United States
|
World Hotels, B.V.
|
Netherlands
|
1)
|
Registration Statement (Form S-8 No. 333-192772)
|
2)
|
Registration Statement (Form S-3 No. 333-204038)
|
1.
|
I have reviewed this Annual Report on Form 10-K for the fiscal year ended December 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)
|
|
February 15, 2017
|
1.
|
I have reviewed this Annual Report on Form 10-K for the fiscal year ended December 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)
|
|
February 15, 2017
|
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)
|