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)
|
Common Stock, $0.01 par value per share
|
|
New York Stock Exchange
|
|
|
|
|
December 31, 2018
|
|
|
||||||
Brand
(1)
|
|
Chain Scale
|
|
Countries/ Territories
|
|
Properties
|
|
Rooms
|
|
Percentage of Total Rooms
|
|
Selected Competitors
(2)
|
|
|
Luxury
|
|
14
|
|
31
|
|
10,502
|
|
1.2%
|
|
Four Seasons, Mandarin Oriental, Peninsula, Ritz Carlton,
Rosewood Hotels & Resorts, St. Regis
|
|
|
Luxury
|
|
1
|
|
1
|
|
234
|
|
—%
|
|
Leading Hotels of the World,
Legend Preferred Hotels & Resorts,
Small Luxury Hotels of The World,
The Luxury Collection
|
|
|
Luxury
|
|
22
|
|
33
|
|
10,625
|
|
1.2%
|
|
Fairmont, Intercontinental,
JW Marriott, Park Hyatt, Sofitel
|
|
|
Upper Upscale
|
|
4
|
|
8
|
|
1,244
|
|
0.1%
|
|
Hyatt Centric, Joie De Vivre,
Kimpton, Le Méridien
|
|
|
Upper Upscale
|
|
94
|
|
586
|
|
215,623
|
|
23.6%
|
|
Hyatt Regency, Marriott, Renaissance, Sheraton, Sofitel, Westin
|
|
|
Upper Upscale
|
|
22
|
|
68
|
|
13,569
|
|
1.5%
|
|
Autograph Collection,
The Unbound Collection
|
|
|
Upscale
|
|
45
|
|
559
|
|
130,714
|
|
14.3%
|
|
Crowne Plaza, Delta, Holiday Inn, Radisson, Sheraton, Wyndham
|
|
|
Upscale
|
|
1
|
|
18
|
|
2,559
|
|
0.3%
|
|
Tribute Portfolio
|
|
|
Upper Upscale
|
|
6
|
|
253
|
|
58,858
|
|
6.4%
|
|
Hyatt Regency, Marriott, Sheraton, Westin
|
|
|
Upper Midscale
|
|
—
|
|
—
|
|
—
|
|
—%
|
|
CitizenM, Freehand, Moxy, Yotel
|
|
|
Upscale
|
|
40
|
|
815
|
|
118,675
|
|
13.0%
|
|
Aloft, Courtyard, Four Points,
Holiday Inn, Hyatt Place
|
|
|
Upper Midscale
|
|
25
|
|
2,433
|
|
250,310
|
|
27.4%
|
|
Comfort Suites, Courtyard,
Fairfield Inn, Holiday Inn Express, Springhill Suites
|
|
|
Midscale
|
|
1
|
|
53
|
|
5,019
|
|
0.6%
|
|
Best Western, Comfort Inn & Suites,
La Quinta, Quality Inn, Sleep Inn
|
|
|
Upscale
|
|
3
|
|
482
|
|
54,836
|
|
6.0%
|
|
Element, Hyatt House, Residence Inn, Staybridge Suites
|
|
|
Upper Midscale
|
|
2
|
|
290
|
|
30,125
|
|
3.3%
|
|
Candlewood Suites, Comfort Suites, TownePlace Suites
|
|
|
Timeshare
|
|
4
|
|
51
|
|
8,367
|
|
0.9%
|
|
Hyatt Residence, Marriott Vacation Club, Vistana Signature Experiences,
Wyndham Vacations Resorts
|
(1)
|
The table above excludes
four
unbranded properties with
1,700
rooms, representing approximately
0.2 percent
of total rooms. HGV has the 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.
|
1
|
|
|
215
|
|
|
14
|
|
|
5,956
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|
6,171
|
|
Americas (excluding U.S.)
|
—
|
|
|
—
|
|
|
1
|
|
|
142
|
|
|
1
|
|
|
984
|
|
|
2
|
|
|
1,126
|
|
Europe
|
2
|
|
|
463
|
|
|
4
|
|
|
898
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
1,361
|
|
Middle East and Africa
|
—
|
|
|
—
|
|
|
4
|
|
|
949
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
949
|
|
Asia Pacific
|
—
|
|
|
—
|
|
|
4
|
|
|
895
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
895
|
|
LXR Hotels & Resorts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Middle East and Africa
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
234
|
|
|
1
|
|
|
234
|
|
Conrad Hotels & Resorts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
—
|
|
|
—
|
|
|
4
|
|
|
1,289
|
|
|
1
|
|
|
319
|
|
|
5
|
|
|
1,608
|
|
Americas (excluding U.S.)
|
—
|
|
|
—
|
|
|
2
|
|
|
402
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
402
|
|
Europe
|
—
|
|
|
—
|
|
|
4
|
|
|
1,155
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
1,155
|
|
Middle East and Africa
|
1
|
|
|
614
|
|
|
2
|
|
|
993
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
1,607
|
|
Asia Pacific
|
1
|
|
|
164
|
|
|
17
|
|
|
5,035
|
|
|
1
|
|
|
654
|
|
|
19
|
|
|
5,853
|
|
Canopy by Hilton
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
831
|
|
|
5
|
|
|
831
|
|
Europe
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
263
|
|
|
2
|
|
|
263
|
|
Asia Pacific
|
—
|
|
|
—
|
|
|
1
|
|
|
150
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
150
|
|
Hilton Hotels & Resorts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
—
|
|
|
—
|
|
|
67
|
|
|
48,780
|
|
|
177
|
|
|
54,082
|
|
|
244
|
|
|
102,862
|
|
Americas (excluding U.S.)
|
1
|
|
|
405
|
|
|
26
|
|
|
9,320
|
|
|
21
|
|
|
7,066
|
|
|
48
|
|
|
16,791
|
|
Europe
|
53
|
|
|
14,424
|
|
|
49
|
|
|
15,440
|
|
|
36
|
|
|
10,182
|
|
|
138
|
|
|
40,046
|
|
Middle East and Africa
|
5
|
|
|
1,998
|
|
|
42
|
|
|
12,607
|
|
|
3
|
|
|
1,609
|
|
|
50
|
|
|
16,214
|
|
Asia Pacific
|
7
|
|
|
3,437
|
|
|
92
|
|
|
33,447
|
|
|
7
|
|
|
2,826
|
|
|
106
|
|
|
39,710
|
|
Curio Collection by Hilton
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
—
|
|
|
—
|
|
|
4
|
|
|
1,981
|
|
|
34
|
|
|
7,253
|
|
|
38
|
|
|
9,234
|
|
Americas (excluding U.S.)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
1,669
|
|
|
10
|
|
|
1,669
|
|
Europe
|
—
|
|
|
—
|
|
|
3
|
|
|
270
|
|
|
10
|
|
|
1,072
|
|
|
13
|
|
|
1,342
|
|
Middle East and Africa
|
—
|
|
|
—
|
|
|
2
|
|
|
255
|
|
|
1
|
|
|
356
|
|
|
3
|
|
|
611
|
|
Asia Pacific
|
—
|
|
|
—
|
|
|
3
|
|
|
663
|
|
|
1
|
|
|
50
|
|
|
4
|
|
|
713
|
|
DoubleTree by Hilton
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
—
|
|
|
—
|
|
|
35
|
|
|
11,791
|
|
|
316
|
|
|
73,948
|
|
|
351
|
|
|
85,739
|
|
Americas (excluding U.S.)
|
—
|
|
|
—
|
|
|
3
|
|
|
494
|
|
|
24
|
|
|
5,231
|
|
|
27
|
|
|
5,725
|
|
Europe
|
—
|
|
|
—
|
|
|
12
|
|
|
3,347
|
|
|
93
|
|
|
15,966
|
|
|
105
|
|
|
19,313
|
|
Middle East and Africa
|
—
|
|
|
—
|
|
|
10
|
|
|
2,350
|
|
|
6
|
|
|
718
|
|
|
16
|
|
|
3,068
|
|
Asia Pacific
|
—
|
|
|
—
|
|
|
57
|
|
|
15,797
|
|
|
3
|
|
|
1,072
|
|
|
60
|
|
|
16,869
|
|
Tapestry Collection by Hilton
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18
|
|
|
2,559
|
|
|
18
|
|
|
2,559
|
|
Embassy Suites by Hilton
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
—
|
|
|
—
|
|
|
42
|
|
|
11,110
|
|
|
202
|
|
|
45,548
|
|
|
244
|
|
|
56,658
|
|
Americas (excluding U.S.)
|
—
|
|
|
—
|
|
|
3
|
|
|
667
|
|
|
6
|
|
|
1,533
|
|
|
9
|
|
|
2,200
|
|
Hilton Garden Inn
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
—
|
|
|
—
|
|
|
5
|
|
|
537
|
|
|
655
|
|
|
90,603
|
|
|
660
|
|
|
91,140
|
|
Americas (excluding U.S.)
|
—
|
|
|
—
|
|
|
12
|
|
|
1,663
|
|
|
39
|
|
|
6,177
|
|
|
51
|
|
|
7,840
|
|
Europe
|
—
|
|
|
—
|
|
|
21
|
|
|
3,826
|
|
|
43
|
|
|
7,182
|
|
|
64
|
|
|
11,008
|
|
Middle East and Africa
|
—
|
|
|
—
|
|
|
10
|
|
|
2,251
|
|
|
1
|
|
|
175
|
|
|
11
|
|
|
2,426
|
|
Asia Pacific
|
—
|
|
|
—
|
|
|
29
|
|
|
6,261
|
|
|
—
|
|
|
—
|
|
|
29
|
|
|
6,261
|
|
Hampton by Hilton
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
—
|
|
|
—
|
|
|
46
|
|
|
5,641
|
|
|
2,140
|
|
|
209,300
|
|
|
2,186
|
|
|
214,941
|
|
Americas (excluding U.S.)
|
—
|
|
|
—
|
|
|
13
|
|
|
1,677
|
|
|
92
|
|
|
10,923
|
|
|
105
|
|
|
12,600
|
|
Europe
|
—
|
|
|
—
|
|
|
18
|
|
|
2,956
|
|
|
63
|
|
|
9,873
|
|
|
81
|
|
|
12,829
|
|
Middle East and Africa
|
—
|
|
|
—
|
|
|
1
|
|
|
420
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
420
|
|
Asia Pacific
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
60
|
|
|
9,520
|
|
|
60
|
|
|
9,520
|
|
Tru by Hilton
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
53
|
|
|
5,019
|
|
|
53
|
|
|
5,019
|
|
Homewood Suites by Hilton
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
—
|
|
|
—
|
|
|
19
|
|
|
2,016
|
|
|
439
|
|
|
50,103
|
|
|
458
|
|
|
52,119
|
|
Americas (excluding U.S.)
|
—
|
|
|
—
|
|
|
3
|
|
|
358
|
|
|
21
|
|
|
2,359
|
|
|
24
|
|
|
2,717
|
|
Home2 Suites by Hilton
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
—
|
|
|
—
|
|
|
2
|
|
|
198
|
|
|
283
|
|
|
29,384
|
|
|
285
|
|
|
29,582
|
|
Americas (excluding U.S.)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
543
|
|
|
5
|
|
|
543
|
|
Other
|
—
|
|
|
—
|
|
|
3
|
|
|
1,450
|
|
|
1
|
|
|
250
|
|
|
4
|
|
|
1,700
|
|
Hotels
|
71
|
|
|
21,720
|
|
|
689
|
|
|
215,437
|
|
|
4,874
|
|
|
667,436
|
|
|
5,634
|
|
|
904,593
|
|
Hilton Grand Vacations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
51
|
|
|
8,367
|
|
|
51
|
|
|
8,367
|
|
Total
|
71
|
|
|
21,720
|
|
|
689
|
|
|
215,437
|
|
|
4,925
|
|
|
675,803
|
|
|
5,685
|
|
|
912,960
|
|
(1)
|
Includes properties owned or leased by entities in which we own a noncontrolling financial interest.
|
|
Percent Reduction Achieved Since 2008
(1)
|
|
Reduction in water consumption per square meter
(2)
|
19
|
%
|
Reduction in waste produced per square meter
(2)
|
36
|
|
Reduction in carbon dioxide emissions per square meter
(2)
|
33
|
|
Energy consumption per square meter
(2)
|
22
|
|
(1)
|
Reflects data that has been certified by an independent third party as of December 31, 2017, the most recent date for which data is available.
|
(2)
|
Reflects performance across Hilton's managed, owned and leased properties, which totaled approximately 22.1 million square meters as of December 31, 2017.
|
•
|
significant competition from multiple hospitality providers in all parts of the world;
|
•
|
changes in operating costs, including employee compensation and benefits, energy, insurance, and food and beverage;
|
•
|
increases in costs due to inflation or other factors that may not be fully offset by increases in revenues 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 who sell our hotel rooms to guests to attract and retain customers;
|
•
|
the quality of services provided by franchisees;
|
•
|
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 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 contracts;
|
•
|
cyclical over-building in the hospitality 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, increases in 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 and policies, including potential barriers to travel, trade and immigration;
|
•
|
war, political instability 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 and increased travel costs;
|
•
|
conditions that negatively shape public perception of travel, including travel-related accidents, outbreaks of pandemic or contagious diseases, such as Ebola, Zika, avian flu, severe acute respiratory syndrome (SARS), H1N1 (swine flu) and Middle East Respiratory Syndrome (MERS), and perceived negative impacts of tourism on local cultures and the environment;
|
•
|
cyber-attacks;
|
•
|
climate change or availability of natural resources;
|
•
|
natural or man-made disasters and extreme weather conditions, including earthquakes, tsunamis, tornadoes, hurricanes (e.g., hurricanes Florence, Lane and Michael in 2018), typhoons, floods, wildfires, 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;
|
•
|
fluctuations or loss in value of real estate or potential impairments in the value of our assets due to changes in market conditions in the area in which real estate or assets are located;
|
•
|
increased potential civil liability for accidents or other occurrences on owned or leased properties;
|
•
|
the ongoing need for capital improvements and expenditures funded by us to maintain or upgrade properties and contractual requirements 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;
|
•
|
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, wildfires, 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 or 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 the 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;
|
•
|
the ability to comply with or the effect of complying with developing laws, regulations and policies of foreign governments with respect to human rights, including in the supply chain;
|
•
|
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;
|
•
|
political, economic and other uncertainty resulting from the U.K.'s June 2016 vote to leave the European Union (commonly known as "Brexit"), the terms and timing of which remain uncertain and could adversely affect our business;
|
•
|
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 contracts 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 unless such action is recommended by all directors then in office;
|
•
|
these provisions provide that our board of directors is expressly authorized to make, alter or repeal our by-laws and that our stockholders may only amend our by-laws 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
|
Hilton Hotels & Resorts
|
|
|
|
|
Hilton Nairobi
(1)
|
|
Nairobi, Kenya
|
|
287
|
Hilton Odawara Resort & Spa
|
|
Odawara City, Japan
|
|
163
|
Hilton Belfast Templepatrick Golf & Country Club
|
|
Templepatrick, United Kingdom
|
|
129
|
(1)
|
We own a controlling financial interest, but less than a 100 percent interest, in the entity that owns this property.
|
Property
|
|
Location
|
|
Ownership
|
|
Rooms
|
Waldorf Astoria Hotels & Resorts
|
|
|
|
|
|
|
Waldorf Astoria Chicago
|
|
Chicago, IL, USA
|
|
12%
|
|
215
|
Conrad Hotels & Resorts
|
|
|
|
|
|
|
Conrad Cairo
|
|
Cairo, Egypt
|
|
10%
|
|
614
|
Hilton Hotels & Resorts
|
|
|
|
|
|
|
Hilton Tokyo Bay
|
|
Urayasu-shi, Japan
|
|
24%
|
|
828
|
Hilton Nagoya
|
|
Nagoya, Japan
|
|
24%
|
|
460
|
Hilton Mauritius Resort & Spa
|
|
Flic-en-Flac, Mauritius
|
|
20%
|
|
193
|
Hilton Imperial Dubrovnik
|
|
Dubrovnik, Croatia
|
|
18%
|
|
149
|
Property
|
|
Location
|
|
Rooms
|
Waldorf Astoria Hotels & Resorts
|
|
|
|
|
Rome Cavalieri, Waldorf Astoria Hotels & Resorts
|
|
Rome, Italy
|
|
370
|
Waldorf Astoria Amsterdam
|
|
Amsterdam, Netherlands
|
|
93
|
Conrad Hotels & Resorts
|
|
|
|
|
Conrad Osaka
|
|
Osaka, Japan
|
|
164
|
Hilton Hotels & Resorts
|
|
|
|
|
Hilton Tokyo
(1)
|
|
(Shinjuku-ku) Tokyo, Japan
|
|
821
|
Ramses Hilton
|
|
Cairo, Egypt
|
|
817
|
Hilton London Kensington
|
|
London, United Kingdom
|
|
601
|
Hilton Vienna
|
|
Vienna, Austria
|
|
579
|
Hilton Osaka
(1)
|
|
Osaka, Japan
|
|
562
|
Hilton Tel Aviv
|
|
Tel Aviv, Israel
|
|
560
|
Hilton Istanbul Bosphorus
|
|
Istanbul, Turkey
|
|
500
|
Hilton Munich Park
|
|
Munich, Germany
|
|
484
|
Hilton Munich City
|
|
Munich, Germany
|
|
483
|
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
|
|
405
|
Property
|
|
Location
|
|
Rooms
|
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
|
The Waldorf Hilton, London
|
|
London, United Kingdom
|
|
298
|
Hilton Cologne
|
|
Cologne, Germany
|
|
296
|
Adana Hilton
|
|
Adana, Turkey
|
|
295
|
Hilton Stockholm Slussen
|
|
Stockholm, Sweden
|
|
289
|
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
|
|
248
|
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 Nottingham
|
|
Nottingham, United Kingdom
|
|
176
|
Hilton St. Anne’s Manor, Bracknell
|
|
Wokingham, United Kingdom
|
|
170
|
Hilton London Croydon
|
|
Croydon, United Kingdom
|
|
168
|
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 Puckrup Hall, Tewkesbury
|
|
Tewkesbury, United Kingdom
|
|
112
|
Hilton Glasgow Grosvenor
|
|
Glasgow, United Kingdom
|
|
97
|
(1)
|
We own a controlling financial interest, but less than a 100 percent interest, in the entity that owns this property.
|
Item 5.
|
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
12/31/2013
|
|
12/31/2014
|
|
12/31/2015
|
|
12/31/2016
|
|
12/31/2017
|
|
12/31/2018
|
||||||||||||
Hilton
|
$
|
100.00
|
|
|
$
|
117.26
|
|
|
$
|
96.18
|
|
|
$
|
125.58
|
|
|
$
|
181.26
|
|
|
$
|
164.19
|
|
S&P 500
|
100.00
|
|
|
111.39
|
|
|
110.58
|
|
|
121.13
|
|
|
144.65
|
|
|
135.63
|
|
||||||
S&P Hotel
|
100.00
|
|
|
121.69
|
|
|
124.09
|
|
|
130.49
|
|
|
191.06
|
|
|
154.05
|
|
|
Total Number of Shares Purchased
(1)
|
|
Average Price Paid per Share
(2)
|
|
Total Number of Shares Purchased as Part of Publicly Announced Program
(3)
|
|
Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program
(3)
(in millions)
|
||||||
October 1, 2018 to October 31, 2018
|
580,786
|
|
|
$
|
73.02
|
|
|
580,786
|
|
|
$
|
677
|
|
November 1, 2018 to November 30, 2018
|
406,175
|
|
|
72.47
|
|
|
406,175
|
|
|
648
|
|
||
December 1, 2018 to December 31, 2018
|
1,336,638
|
|
|
71.11
|
|
|
1,234,593
|
|
|
560
|
|
||
Total
|
2,323,599
|
|
|
71.83
|
|
|
2,221,554
|
|
|
|
(1)
|
The total number of shares purchased includes
102,045
shares of common stock acquired for a total cost of approximately
$7 million
that were not part of any publicly announced repurchase program. These shares were retained to cover withholding taxes incurred in connection with the vesting of restricted stock awards granted under our incentive compensation plans.
|
(2)
|
This price includes per share commissions paid.
|
(3)
|
In February 2017, our board of directors authorized a stock repurchase program of up to $1.0 billion of the Company's common stock and, in November 2017, an additional $1.0 billion was authorized. Under this publicly announced program, the Company is authorized to repurchase shares through open market purchases, privately-negotiated transactions or otherwise in accordance with applicable federal securities laws, including through Rule 10b5-1 trading plans and under Rule 10b-18 of the Exchange Act. The repurchase program does not have an expiration date and may be suspended or discontinued at any time.
|
|
As of and for the Year Ended December 31,
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
(in millions, except per share data)
|
||||||||||||||||||
Selected Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues
|
$
|
8,906
|
|
|
$
|
8,131
|
|
|
$
|
6,576
|
|
|
$
|
7,133
|
|
|
$
|
6,688
|
|
Operating income
(1)
|
1,432
|
|
|
1,132
|
|
|
868
|
|
|
904
|
|
|
708
|
|
|||||
Income (loss) from continuing operations, net of taxes
|
769
|
|
|
1,089
|
|
|
(17
|
)
|
|
881
|
|
|
179
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss) from continuing operations per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
2.53
|
|
|
$
|
3.34
|
|
|
$
|
(0.08
|
)
|
|
$
|
2.67
|
|
|
$
|
0.53
|
|
Diluted
|
2.50
|
|
|
3.32
|
|
|
(0.08
|
)
|
|
2.66
|
|
|
0.53
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash dividends declared per share
|
$
|
0.60
|
|
|
$
|
0.60
|
|
|
$
|
0.84
|
|
|
$
|
0.42
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Selected Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
13,995
|
|
|
$
|
14,228
|
|
|
$
|
26,176
|
|
|
$
|
25,622
|
|
|
$
|
26,001
|
|
Long-term debt
(2)
|
7,282
|
|
|
6,602
|
|
|
6,616
|
|
|
5,894
|
|
|
6,696
|
|
(1)
|
Restated to reflect the adoption of ASU No. 2017-07,
Compensation – Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost,
which was adopted on January 1, 2018 on a retrospective basis for all periods presented.
|
(2)
|
Includes current maturities and is net of unamortized deferred financing costs and discount. Also includes capital lease obligations and debt of VIEs.
|
•
|
Franchise and licensing fees
. Represents fees received in connection with the licensing of our brands. Under our franchise contracts, franchisees typically pay us franchise fees that include: (i) monthly royalty fees, generally based on a percentage of monthly gross room revenue, and, for our full service brands, a percentage of gross food and beverage revenues and other revenues, as applicable, and (ii) application, initiation and other fees for when new hotels enter the system, when there is a change of ownership or when contracts with properties already in our system are extended. We also earn licensing fees from a license agreement with HGV and co-brand credit card arrangements for the use of certain Hilton marks and IP. Consideration to incentivize hotel owners to enter into franchise contracts with us is amortized over the life of the applicable contract as a reduction to franchise and licensing fees.
|
•
|
Base and incentive management fees.
Represents fees received in connection with the management of hotels. Terms of our management contracts vary, but our fees generally consist of a base fee, which is typically based on a percentage of the hotel's monthly gross revenue and, in some cases, an incentive fee, which is based on hotel operating profits and may be subject to a stated return threshold to the owner, normally measured over a one-calendar year period. Outside of the U.S., our fees are often more dependent on hotel profitability measures, either through a single management fee structure where the entire fee is based on a profitability measure, or because our two-tier fee structure is more heavily weighted toward the incentive fee than the base fee. Consideration to incentivize hotel owners to enter into management contracts with us is amortized over the life of the applicable contract as a reduction to base and other management fees.
|
•
|
Owned and leased hotels.
Represents revenues derived from hotel operations, including hotel room sales, 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 hotels. As a result, occupancy affects all components of our owned and leased hotel revenues.
|
•
|
Other revenues.
Represents revenues generated by the incidental support of hotel operations for owned, leased, managed and franchised properties, including our purchasing operations, and other operating income.
|
•
|
Other revenues from managed and franchised properties.
Represents amounts that are contractually reimbursed to us by property owners, either directly as costs are incurred or indirectly through fees that are billed and collected each month based on the underlying hotel's sales or usage and are related to certain costs and expenses of the related properties. The direct reimbursements by property owners are for payroll and related costs where the property employees are legally our responsibility, and certain other operating costs of the managed and franchised properties' operations. We have no legal responsibility for the employees or the liabilities associated with operating franchised properties. These direct reimbursements have no net effect on operating income (loss) or net income (loss). The monthly fee that hotel franchisees and property owners of hotels we manage pay is based on the underlying hotel's
|
•
|
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 amount of management and franchise fee revenues we are able to generate from our managed and franchised properties and the revenues and profitability of our owned and leased operations. 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 profitability measures. 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.
|
•
|
Contracts with third-party owners and franchisees and relationships with developers
. We depend on our long-term management and franchise contracts 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 contracts 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 development 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 development of these relationships. These relationships exist with a diverse group of owners, franchisees and developers and are not significantly concentrated with any particular third party.
|
•
|
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, as well as supply costs for guest room amenities and laundry. Food and beverage costs include costs for wait and kitchen staff and food and beverage inventory. 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.
|
•
|
Depreciation and amortization.
These are non-cash expenses that primarily consist of amortization of intangible assets that were recorded at their fair value at the time of the October 24, 2007 transaction whereby we became a wholly owned subsidiary of The Blackstone Group L.P., which include management and franchise contracts, leases and our Hilton Honors guest loyalty program intangible, as well as certain proprietary technologies. These expenses also include depreciation of fixed assets, such as buildings and furniture and equipment that are used in corporate operations or at our consolidated owned and leased hotels.
|
•
|
General and administrative.
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; and administrative and related expenses.
|
•
|
Other expenses
. Consists of expenses incurred by our purchasing operations and other ancillary businesses, along with other operating expenses of the business.
|
•
|
Other expenses from managed and franchised properties.
Represents certain costs and expenses that are contractually reimbursed to us by property owners for payroll and related costs for properties that we manage where the property employees are legally our responsibility, or paid from fees collected from properties for certain other operating costs of the managed and franchised properties' operations, marketing expenses and other expenses associated with our brands and shared services. We are contractually required to use these fees solely for the programs. We have no legal responsibility for the employees or the liabilities associated with operating franchised properties.
|
•
|
Fixed expenses.
Many of the expenses associated with owning and leasing hotels 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 and profits. This effect can be especially pronounced during periods of economic contraction or slow economic growth. Economic downturns generally affect the results of our ownership segment more significantly than the results of our management and franchise segment due to the high fixed costs associated with operating an owned or leased hotel. Employees at some of our owned and leased hotels are parties to collective bargaining agreements that may also limit our ability to make timely staffing or labor changes in response to declining revenues. In addition, any efforts to reduce costs, including the deferral or cancellation of capital improvements, could adversely affect the economic value of our hotels and brands. Additionally, the general and administrative expenses of operating a global business also include fixed personnel costs, rent, property taxes, insurance and utilities. The effectiveness of any cost-cutting efforts related to owning and leasing hotels or corporate operations is limited by the amount of inherent fixed costs. However, we have taken steps to reduce our fixed costs to levels we believe are appropriate to maximize profitability and respond to market conditions, while continuing to optimize the overall customer experience or the value of our hotels or brands.
|
•
|
Changes in depreciation and amortization expense.
We capitalize costs associated with certain software development projects and, as those projects are completed and placed into service, amortization expense will increase. Additionally, 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.
|
•
|
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 a provision for income taxes 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, 2018
|
|
2018 vs. 2017
|
||||
U.S.
|
|
|
|
|
|||
Occupancy
|
76.3
|
%
|
|
0.4
|
%
|
pts.
|
|
ADR
|
$
|
149.09
|
|
|
1.7
|
%
|
|
RevPAR
|
$
|
113.68
|
|
|
2.2
|
%
|
|
|
|
|
|
|
|||
Americas (excluding U.S.)
|
|
|
|
|
|||
Occupancy
|
71.6
|
%
|
|
1.6
|
%
|
pts.
|
|
ADR
|
$
|
127.57
|
|
|
3.8
|
%
|
|
RevPAR
|
$
|
91.36
|
|
|
6.1
|
%
|
|
|
|
|
|
|
|||
Europe
|
|
|
|
|
|||
Occupancy
|
77.0
|
%
|
|
2.1
|
%
|
pts.
|
|
ADR
|
$
|
148.37
|
|
|
4.0
|
%
|
|
RevPAR
|
$
|
114.22
|
|
|
6.9
|
%
|
|
|
|
|
|
|
|||
MEA
|
|
|
|
|
|||
Occupancy
|
72.5
|
%
|
|
3.3
|
%
|
pts.
|
|
ADR
|
$
|
151.24
|
|
|
(2.9
|
)%
|
|
RevPAR
|
$
|
109.60
|
|
|
1.8
|
%
|
|
|
|
|
|
|
|||
Asia Pacific
|
|
|
|
|
|||
Occupancy
|
73.4
|
%
|
|
3.0
|
%
|
pts.
|
|
ADR
|
$
|
135.60
|
|
|
2.1
|
%
|
|
RevPAR
|
$
|
99.54
|
|
|
6.5
|
%
|
|
|
|
|
|
|
|||
System-wide
|
|
|
|
|
|||
Occupancy
|
75.8
|
%
|
|
0.8
|
%
|
pts.
|
|
ADR
|
$
|
147.22
|
|
|
1.9
|
%
|
|
RevPAR
|
$
|
111.61
|
|
|
3.0
|
%
|
|
|
Year Ended
|
|
Variance
|
||||
|
December 31, 2017
|
|
2017 vs. 2016
|
||||
U.S.
|
|
|
|
|
|||
Occupancy
|
76.3
|
%
|
|
0.4
|
%
|
pts.
|
|
ADR
|
$
|
146.78
|
|
|
1.0
|
%
|
|
RevPAR
|
$
|
111.93
|
|
|
1.5
|
%
|
|
|
|
|
|
|
|||
Americas (excluding U.S.)
|
|
|
|
|
|||
Occupancy
|
71.5
|
%
|
|
2.1
|
%
|
pts.
|
|
ADR
|
$
|
124.47
|
|
|
2.1
|
%
|
|
RevPAR
|
$
|
89.04
|
|
|
5.3
|
%
|
|
|
|
|
|
|
|||
Europe
|
|
|
|
|
|||
Occupancy
|
75.3
|
%
|
|
3.2
|
%
|
pts.
|
|
ADR
|
$
|
141.20
|
|
|
2.1
|
%
|
|
RevPAR
|
$
|
106.37
|
|
|
6.6
|
%
|
|
|
|
|
|
|
|||
MEA
|
|
|
|
|
|||
Occupancy
|
67.1
|
%
|
|
5.5
|
%
|
pts.
|
|
ADR
|
$
|
145.16
|
|
|
(5.0
|
)%
|
|
RevPAR
|
$
|
97.42
|
|
|
3.6
|
%
|
|
|
|
|
|
|
|||
Asia Pacific
|
|
|
|
|
|||
Occupancy
|
72.9
|
%
|
|
4.9
|
%
|
pts.
|
|
ADR
|
$
|
140.36
|
|
|
0.1
|
%
|
|
RevPAR
|
$
|
102.39
|
|
|
7.3
|
%
|
|
|
|
|
|
|
|||
System-wide
|
|
|
|
|
|||
Occupancy
|
75.5
|
%
|
|
1.2
|
%
|
pts.
|
|
ADR
|
$
|
144.78
|
|
|
0.9
|
%
|
|
RevPAR
|
$
|
109.27
|
|
|
2.5
|
%
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Income (loss) from continuing operations, net of taxes
|
$
|
769
|
|
|
$
|
1,089
|
|
|
$
|
(17
|
)
|
Interest expense
|
371
|
|
|
351
|
|
|
334
|
|
|||
Income tax expense (benefit)
|
309
|
|
|
(336
|
)
|
|
557
|
|
|||
Depreciation and amortization
|
325
|
|
|
336
|
|
|
353
|
|
|||
EBITDA
|
1,774
|
|
|
1,440
|
|
|
1,227
|
|
|||
Gain on sales of assets, net
|
—
|
|
|
—
|
|
|
(8
|
)
|
|||
Loss (gain) on foreign currency transactions
|
11
|
|
|
(3
|
)
|
|
16
|
|
|||
Loss on debt extinguishment
|
—
|
|
|
60
|
|
|
—
|
|
|||
FF&E replacement reserves
|
50
|
|
|
55
|
|
|
55
|
|
|||
Share-based compensation expense
|
127
|
|
|
121
|
|
|
81
|
|
|||
Amortization of contract acquisition costs
|
27
|
|
|
17
|
|
|
16
|
|
|||
Net other expenses from managed and franchised properties
|
85
|
|
|
172
|
|
|
12
|
|
|||
Other adjustment items
(1)
|
27
|
|
|
47
|
|
|
85
|
|
|||
Adjusted EBITDA
|
$
|
2,101
|
|
|
$
|
1,909
|
|
|
$
|
1,484
|
|
(1)
|
Includes adjustments for transaction costs related to the spin-offs for the year ended December 31, 2017; impairment loss for the years ended December 31, 2017 and 2016; and severance and other items for all periods. Transaction costs related to the spin-offs for the year ended December 31, 2016 are included in discontinued operations and, therefore, are excluded from the presentation above.
|
|
Year Ended December 31,
|
|
Percent Change
|
||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||||
|
(in millions)
|
|
|
|
|
||||||||||
Franchise and licensing fees
|
$
|
1,530
|
|
|
$
|
1,321
|
|
|
$
|
1,091
|
|
|
15.8
|
|
21.1
|
|
|
|
|
|
|
|
|
|
|
||||||
Base and other management fees
|
$
|
321
|
|
|
$
|
324
|
|
|
$
|
230
|
|
|
(0.9)
|
|
40.9
|
Incentive management fees
|
235
|
|
|
222
|
|
|
142
|
|
|
5.9
|
|
56.3
|
|||
Total management fees
|
$
|
556
|
|
|
$
|
546
|
|
|
$
|
372
|
|
|
1.8
|
|
46.8
|
|
Year Ended December 31,
|
|
Percent Change
|
|||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
|||||
|
(in millions)
|
|
|
|
|
|||||||||
Owned and leased hotels
|
$
|
1,484
|
|
|
$
|
1,432
|
|
|
1,434
|
|
|
3.6
|
|
(0.1)
|
|
Year Ended December 31,
|
|
Percent Change
|
||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||||
|
(in millions)
|
|
|
|
|
||||||||||
Other revenues
|
$
|
98
|
|
|
$
|
105
|
|
|
$
|
82
|
|
|
(6.7)
|
|
28.0
|
|
Year Ended December 31,
|
|
Percent Change
|
||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||||
|
(in millions)
|
|
|
|
|
||||||||||
Owned and leased hotels
|
$
|
1,332
|
|
|
$
|
1,269
|
|
|
$
|
1,279
|
|
|
5.0
|
|
(0.8)
|
|
Year Ended December 31,
|
|
Percent Change
|
||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||||
|
(in millions)
|
|
|
|
|
||||||||||
Depreciation and amortization
|
$
|
325
|
|
|
$
|
336
|
|
|
$
|
353
|
|
|
(3.3)
|
|
(4.8)
|
General and administrative
|
443
|
|
|
439
|
|
|
409
|
|
|
0.9
|
|
7.3
|
|||
Other expenses
|
51
|
|
|
56
|
|
|
66
|
|
|
(8.9)
|
|
(15.2)
|
|
Year Ended December 31,
|
|
Percent Change
|
||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||||
|
(in millions)
|
|
|
|
|
||||||||||
Interest expense
|
$
|
(371
|
)
|
|
$
|
(351
|
)
|
|
$
|
(334
|
)
|
|
5.7
|
|
5.1
|
Gain (loss) on foreign currency transactions
|
(11
|
)
|
|
3
|
|
|
(16
|
)
|
|
NM
(1)
|
|
NM
(1)
|
|||
Loss on debt extinguishment
|
—
|
|
|
(60
|
)
|
|
—
|
|
|
NM
(1)
|
|
NM
(1)
|
|||
Other non-operating income, net
|
28
|
|
|
29
|
|
|
22
|
|
|
(3.4)
|
|
31.8
|
|||
Income tax benefit (expense)
|
(309
|
)
|
|
336
|
|
|
(557
|
)
|
|
NM
(1)
|
|
NM
(1)
|
(1)
|
Fluctuation in terms of percentage change is not meaningful.
|
|
Year Ended December 31,
|
|
Percent Change
|
||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||||
|
(in millions)
|
|
|
|
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||
Management and franchise
(1)
|
$
|
2,157
|
|
|
$
|
1,927
|
|
|
$
|
1,521
|
|
|
11.9
|
|
26.7
|
Ownership
|
1,484
|
|
|
1,432
|
|
|
1,434
|
|
|
3.6
|
|
(0.1)
|
|||
Segment revenues
|
3,641
|
|
|
3,359
|
|
|
2,955
|
|
|
8.4
|
|
13.7
|
|||
Amortization of contract acquisition costs
|
(27
|
)
|
|
(17
|
)
|
|
(16
|
)
|
|
58.8
|
|
6.3
|
|||
Other revenues
|
98
|
|
|
105
|
|
|
82
|
|
|
(6.7)
|
|
28.0
|
|||
Other revenues from managed and franchised properties
|
5,238
|
|
|
4,727
|
|
|
3,597
|
|
|
10.8
|
|
31.4
|
|||
Intersegment fees elimination
(1)
|
(44
|
)
|
|
(43
|
)
|
|
(42
|
)
|
|
2.3
|
|
2.4
|
|||
Total revenues
|
$
|
8,906
|
|
|
$
|
8,131
|
|
|
$
|
6,576
|
|
|
9.5
|
|
23.6
|
|
|
|
|
|
|
|
|
|
|
||||||
Operating Income
(1)
:
|
|
|
|
|
|
|
|
|
|
||||||
Management and franchise
|
$
|
2,157
|
|
|
$
|
1,927
|
|
|
$
|
1,521
|
|
|
11.9
|
|
26.7
|
Ownership
|
108
|
|
|
120
|
|
|
113
|
|
|
(10.0)
|
|
6.2
|
|||
Segment operating income
|
$
|
2,265
|
|
|
$
|
2,047
|
|
|
$
|
1,634
|
|
|
10.6
|
|
25.3
|
(1)
|
Includes management, royalty and IP fees charged to our ownership segment by our management and franchise segment, which were eliminated in our consolidated financial statements.
|
|
Year Ended December 31,
|
|
Percent Change
|
||||||||||||
|
2018
|
|
2017
|
|
2016
(1)
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||||
|
(in millions)
|
|
|
|
|
||||||||||
Net cash provided by operating activities
|
$
|
1,255
|
|
|
$
|
849
|
|
|
$
|
1,310
|
|
|
47.8
|
|
(35.2)
|
Net cash used in investing activities
|
(131
|
)
|
|
(147
|
)
|
|
(423
|
)
|
|
(10.9)
|
|
(65.2)
|
|||
Net cash used in financing activities
|
(1,300
|
)
|
|
(1,724
|
)
|
|
(44
|
)
|
|
(24.6)
|
|
NM
(2)
|
(1)
|
Includes the cash flows from operating activities, investing activities and financing activities of Hilton, Park and HGV.
|
(2)
|
Fluctuation in terms of percentage change is not meaningful.
|
|
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)
|
$
|
9,111
|
|
|
$
|
325
|
|
|
$
|
651
|
|
|
$
|
3,745
|
|
|
$
|
4,390
|
|
Capital leases
|
312
|
|
|
30
|
|
|
60
|
|
|
58
|
|
|
164
|
|
|||||
Operating leases
|
1,681
|
|
|
206
|
|
|
357
|
|
|
253
|
|
|
865
|
|
|||||
Purchase commitments
|
224
|
|
|
60
|
|
|
100
|
|
|
37
|
|
|
27
|
|
|||||
Total contractual obligations
|
$
|
11,328
|
|
|
$
|
621
|
|
|
$
|
1,168
|
|
|
$
|
4,093
|
|
|
$
|
5,446
|
|
(1)
|
Includes principal, as well as estimated interest payments. For our variable-rate debt, we have assumed a constant 30-day LIBOR rate of 2.51 percent as of
December 31, 2018
.
|
•
|
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 and regional performance and expectations, 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
|
|
|
|
|
||||||||||||||||||||||||||
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Carrying Value
|
|
Fair Value
|
||||||||||||||||
|
(in millions, excluding interest rates)
|
||||||||||||||||||||||||||||||
Long-term debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed-rate long-term debt
(1)(2)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,949
|
|
|
$
|
3,949
|
|
|
$
|
3,809
|
|
Weighted average interest rate
|
|
|
|
|
|
|
|
|
|
|
|
|
4.76
|
%
|
|
|
|||||||||||||||
Variable-rate long-term debt
(2)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,091
|
|
|
$
|
—
|
|
|
$
|
3,091
|
|
|
$
|
3,039
|
|
Weighted average interest rate
|
|
|
|
|
|
|
|
|
|
|
|
|
4.26
|
%
|
|
|
|||||||||||||||
Interest rate swaps:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Variable to fixed
(3)(4)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,600
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,600
|
|
|
$
|
23
|
|
Variable interest rate payable
(5)
|
|
|
|
|
|
|
|
|
|
|
|
|
4.26
|
%
|
|
|
|||||||||||||||
Fixed interest rate receivable
(6)
|
|
|
|
|
|
|
|
|
|
|
|
|
1.98
|
%
|
|
|
(1)
|
Excludes capital lease obligations with a carrying value of
$225 million
and debt of consolidated VIEs with a carrying value
of
$17 million as of
December 31, 2018
.
|
(2)
|
Carrying value includes unamortized deferred financing costs and discount.
|
(3)
|
The carrying value balance reflects the notional amount. We measure our derivative instruments at fair value.
|
(4)
|
Excludes an interest rate swap agreement with a notional amount of
$1.6 billion
, which swaps one-month LIBOR on the Term Loans to a fixed rate of
3.03
percent, with a term for the period from
March 2022 to March 2023
, and had a fair value of $7 million as of December 31, 2018.
|
(5)
|
Represents the estimated interest rate payable.
|
(6)
|
Represents the interest rate receivable.
|
|
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, 2018 and 2017
|
|
Consolidated Statements of Operations for the years ended December 31, 2018, 2017 and 2016
|
|
Consolidated Statements of Comprehensive Income for the years ended December 31, 2018, 2017 and 2016
|
|
Consolidated Statements of Cash Flows for the years ended December 31, 2018, 2017 and 2016
|
|
Consolidated Statements of Stockholders' Equity for the years ended December 31, 2018, 2017 and 2016
|
|
Notes to Consolidated Financial Statements
|
|
December 31,
|
||||||
2018
|
|
2017
|
|||||
ASSETS
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
403
|
|
|
$
|
570
|
|
Restricted cash and cash equivalents
|
81
|
|
|
100
|
|
||
Accounts receivable, net of allowance for doubtful accounts of $42 and $29
|
1,150
|
|
|
1,005
|
|
||
Prepaid expenses
|
160
|
|
|
127
|
|
||
Income taxes receivable
|
20
|
|
|
36
|
|
||
Other
|
169
|
|
|
169
|
|
||
Total current assets (variable interest entities
–
$90 and $93)
|
1,983
|
|
|
2,007
|
|
||
Intangibles and Other Assets:
|
|
|
|
||||
Goodwill
|
5,160
|
|
|
5,190
|
|
||
Brands
|
4,869
|
|
|
4,890
|
|
||
Management and franchise contracts, net
|
872
|
|
|
953
|
|
||
Other intangible assets, net
|
415
|
|
|
433
|
|
||
Property and equipment, net
|
367
|
|
|
353
|
|
||
Deferred income tax assets
|
90
|
|
|
111
|
|
||
Other
|
239
|
|
|
291
|
|
||
Total intangibles and other assets (variable interest entities
–
$178 and $171)
|
12,012
|
|
|
12,221
|
|
||
TOTAL ASSETS
|
$
|
13,995
|
|
|
$
|
14,228
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Accounts payable, accrued expenses and other
|
$
|
1,530
|
|
|
$
|
1,416
|
|
Current portion of deferred revenues
|
350
|
|
|
366
|
|
||
Current maturities of long-term debt
|
16
|
|
|
46
|
|
||
Income taxes payable
|
19
|
|
|
12
|
|
||
Current portion of liability for guest loyalty program
|
700
|
|
|
622
|
|
||
Total current liabilities (variable interest entities
–
$56 and $58)
|
2,615
|
|
|
2,462
|
|
||
Long-term debt
|
7,266
|
|
|
6,556
|
|
||
Deferred revenues
|
826
|
|
|
829
|
|
||
Deferred income tax liabilities
|
898
|
|
|
931
|
|
||
Liability for guest loyalty program
|
969
|
|
|
839
|
|
||
Other
|
863
|
|
|
920
|
|
||
Total liabilities (variable interest entities
–
$263 and $271)
|
13,437
|
|
|
12,537
|
|
||
Commitments and contingencies
–
see Note 20
|
|
|
|
|
|
||
Equity:
|
|
|
|
||||
Preferred stock, $0.01 par value; 3,000,000,000 authorized shares, none issued or outstanding as of December 31, 2018 and 2017
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value; 10,000,000,000 authorized shares, 332,105,163 issued and 294,815,890 outstanding as of December 31, 2018 and 331,054,014 issued and 317,420,933 outstanding as of December 31, 2017
|
3
|
|
|
3
|
|
||
Treasury stock, at cost; 37,289,273 shares as of December 31, 2018 and 13,633,081 shares as of December 31, 2017
|
(2,625
|
)
|
|
(891
|
)
|
||
Additional paid-in capital
|
10,372
|
|
|
10,298
|
|
||
Accumulated deficit
|
(6,417
|
)
|
|
(6,981
|
)
|
||
Accumulated other comprehensive loss
|
(782
|
)
|
|
(741
|
)
|
||
Total Hilton stockholders' equity
|
551
|
|
|
1,688
|
|
||
Noncontrolling interests
|
7
|
|
|
3
|
|
||
Total equity
|
558
|
|
|
1,691
|
|
||
TOTAL LIABILITIES AND EQUITY
|
$
|
13,995
|
|
|
$
|
14,228
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Revenues
|
|
|
|
|
|
||||||
Franchise and licensing fees
|
$
|
1,530
|
|
|
$
|
1,321
|
|
|
$
|
1,091
|
|
Base and other management fees
|
321
|
|
|
324
|
|
|
230
|
|
|||
Incentive management fees
|
235
|
|
|
222
|
|
|
142
|
|
|||
Owned and leased hotels
|
1,484
|
|
|
1,432
|
|
|
1,434
|
|
|||
Other revenues
|
98
|
|
|
105
|
|
|
82
|
|
|||
|
3,668
|
|
|
3,404
|
|
|
2,979
|
|
|||
Other revenues from managed and franchised properties
|
5,238
|
|
|
4,727
|
|
|
3,597
|
|
|||
Total revenues
|
8,906
|
|
|
8,131
|
|
|
6,576
|
|
|||
|
|
|
|
|
|
||||||
Expenses
|
|
|
|
|
|
||||||
Owned and leased hotels
|
1,332
|
|
|
1,269
|
|
|
1,279
|
|
|||
Depreciation and amortization
|
325
|
|
|
336
|
|
|
353
|
|
|||
General and administrative
|
443
|
|
|
439
|
|
|
409
|
|
|||
Other expenses
|
51
|
|
|
56
|
|
|
66
|
|
|||
|
2,151
|
|
|
2,100
|
|
|
2,107
|
|
|||
Other expenses from managed and franchised properties
|
5,323
|
|
|
4,899
|
|
|
3,609
|
|
|||
Total expenses
|
7,474
|
|
|
6,999
|
|
|
5,716
|
|
|||
|
|
|
|
|
|
||||||
Gain on sales of assets, net
|
—
|
|
|
—
|
|
|
8
|
|
|||
|
|
|
|
|
|
||||||
Operating income
|
1,432
|
|
|
1,132
|
|
|
868
|
|
|||
|
|
|
|
|
|
||||||
Interest expense
|
(371
|
)
|
|
(351
|
)
|
|
(334
|
)
|
|||
Gain (loss) on foreign currency transactions
|
(11
|
)
|
|
3
|
|
|
(16
|
)
|
|||
Loss on debt extinguishment
|
—
|
|
|
(60
|
)
|
|
—
|
|
|||
Other non-operating income, net
|
28
|
|
|
29
|
|
|
22
|
|
|||
|
|
|
|
|
|
||||||
Income from continuing operations before income taxes
|
1,078
|
|
|
753
|
|
|
540
|
|
|||
|
|
|
|
|
|
||||||
Income tax benefit (expense)
|
(309
|
)
|
|
336
|
|
|
(557
|
)
|
|||
|
|
|
|
|
|
||||||
Income (loss) from continuing operations, net of taxes
|
769
|
|
|
1,089
|
|
|
(17
|
)
|
|||
Income from discontinued operations, net of taxes
|
—
|
|
|
—
|
|
|
371
|
|
|||
Net income
|
769
|
|
|
1,089
|
|
|
354
|
|
|||
Net income attributable to noncontrolling interests
|
(5
|
)
|
|
(5
|
)
|
|
(16
|
)
|
|||
Net income attributable to Hilton stockholders
|
$
|
764
|
|
|
$
|
1,084
|
|
|
$
|
338
|
|
|
|
|
|
|
|
||||||
Earnings (loss) per share:
|
|
|
|
|
|
||||||
Basic:
|
|
|
|
|
|
||||||
Net income (loss) from continuing operations per share
|
$
|
2.53
|
|
|
$
|
3.34
|
|
|
$
|
(0.08
|
)
|
Net income from discontinued operations per share
|
—
|
|
|
—
|
|
|
1.11
|
|
|||
Net income per share
|
$
|
2.53
|
|
|
$
|
3.34
|
|
|
$
|
1.03
|
|
Diluted:
|
|
|
|
|
|
||||||
Net income (loss) from continuing operations per share
|
$
|
2.50
|
|
|
$
|
3.32
|
|
|
$
|
(0.08
|
)
|
Net income from discontinued operations per share
|
—
|
|
|
—
|
|
|
1.11
|
|
|||
Net income per share
|
$
|
2.50
|
|
|
$
|
3.32
|
|
|
$
|
1.03
|
|
|
|
|
|
|
|
||||||
Cash dividends declared per share
|
$
|
0.60
|
|
|
$
|
0.60
|
|
|
$
|
0.84
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Net income
|
$
|
769
|
|
|
$
|
1,089
|
|
|
$
|
354
|
|
Other comprehensive income (loss), net of tax benefit (expense):
|
|
|
|
|
|
||||||
Currency translation adjustment, net of tax of $6, $32 and $19
|
(70
|
)
|
|
162
|
|
|
(159
|
)
|
|||
Pension liability adjustment, net of tax of $3, $(8) and $(2)
|
(9
|
)
|
|
22
|
|
|
(57
|
)
|
|||
Cash flow hedge adjustment, net of tax of $(8), $(7) and $2
|
22
|
|
|
13
|
|
|
(2
|
)
|
|||
Total other comprehensive income (loss)
|
(57
|
)
|
|
197
|
|
|
(218
|
)
|
|||
|
|
|
|
|
|
||||||
Comprehensive income
|
712
|
|
|
1,286
|
|
|
136
|
|
|||
Comprehensive income attributable to noncontrolling interests
|
(5
|
)
|
|
(5
|
)
|
|
(15
|
)
|
|||
Comprehensive income attributable to Hilton stockholders
|
$
|
707
|
|
|
$
|
1,281
|
|
|
$
|
121
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Operating Activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
769
|
|
|
$
|
1,089
|
|
|
$
|
354
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Amortization of contract acquisition costs
|
27
|
|
|
17
|
|
|
16
|
|
|||
Depreciation and amortization
|
325
|
|
|
336
|
|
|
673
|
|
|||
Gain on sales of assets, net
|
—
|
|
|
—
|
|
|
(9
|
)
|
|||
Loss (gain) on foreign currency transactions
|
11
|
|
|
(3
|
)
|
|
13
|
|
|||
Loss on debt extinguishment
|
—
|
|
|
60
|
|
|
—
|
|
|||
Share-based compensation
|
127
|
|
|
121
|
|
|
91
|
|
|||
Amortization of deferred financing costs and other
|
16
|
|
|
15
|
|
|
32
|
|
|||
Distributions from unconsolidated affiliates
|
4
|
|
|
1
|
|
|
22
|
|
|||
Deferred income taxes
|
(14
|
)
|
|
(729
|
)
|
|
(85
|
)
|
|||
Contract acquisition costs
|
(103
|
)
|
|
(75
|
)
|
|
(55
|
)
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable, net
|
(161
|
)
|
|
(204
|
)
|
|
(156
|
)
|
|||
Prepaid expenses
|
(39
|
)
|
|
(11
|
)
|
|
(20
|
)
|
|||
Income taxes receivable
|
17
|
|
|
(24
|
)
|
|
84
|
|
|||
Other current assets
|
(4
|
)
|
|
—
|
|
|
(2
|
)
|
|||
Accounts payable, accrued expenses and other
|
139
|
|
|
25
|
|
|
248
|
|
|||
Income taxes payable
|
9
|
|
|
(42
|
)
|
|
28
|
|
|||
Change in timeshare financing receivables
|
—
|
|
|
—
|
|
|
(54
|
)
|
|||
Change in deferred revenues
|
(18
|
)
|
|
334
|
|
|
534
|
|
|||
Change in liability for guest loyalty program
|
207
|
|
|
29
|
|
|
154
|
|
|||
Change in other liabilities
|
(53
|
)
|
|
(95
|
)
|
|
(247
|
)
|
|||
Other
|
(4
|
)
|
|
5
|
|
|
(311
|
)
|
|||
Net cash provided by operating activities
|
1,255
|
|
|
849
|
|
|
1,310
|
|
|||
Investing Activities:
|
|
|
|
|
|
||||||
Capital expenditures for property and equipment
|
(72
|
)
|
|
(58
|
)
|
|
(317
|
)
|
|||
Payments received on other financing receivables
|
50
|
|
|
7
|
|
|
3
|
|
|||
Capitalized software costs
|
(87
|
)
|
|
(75
|
)
|
|
(81
|
)
|
|||
Other
|
(22
|
)
|
|
(21
|
)
|
|
(28
|
)
|
|||
Net cash used in investing activities
|
(131
|
)
|
|
(147
|
)
|
|
(423
|
)
|
|||
Financing Activities:
|
|
|
|
|
|
||||||
Borrowings
|
1,676
|
|
|
1,824
|
|
|
4,715
|
|
|||
Repayment of debt
|
(1,005
|
)
|
|
(1,860
|
)
|
|
(4,359
|
)
|
|||
Debt issuance costs and redemption premium
|
(21
|
)
|
|
(69
|
)
|
|
(76
|
)
|
|||
Dividends paid
|
(181
|
)
|
|
(195
|
)
|
|
(277
|
)
|
|||
Cash transferred in spin-offs of Park and HGV
|
—
|
|
|
(501
|
)
|
|
—
|
|
|||
Repurchases of common stock
|
(1,721
|
)
|
|
(891
|
)
|
|
—
|
|
|||
Distributions to noncontrolling interests
|
(1
|
)
|
|
(1
|
)
|
|
(32
|
)
|
|||
Tax withholdings on share-based compensation
|
(44
|
)
|
|
(31
|
)
|
|
(15
|
)
|
|||
Acquisition of noncontrolling interest
|
(3
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash used in financing activities
|
(1,300
|
)
|
|
(1,724
|
)
|
|
(44
|
)
|
|||
|
|
|
|
|
|
||||||
Effect of exchange rate changes on cash, restricted cash and cash equivalents
|
(10
|
)
|
|
8
|
|
|
(15
|
)
|
|||
Net increase (decrease) in cash, restricted cash and cash equivalents
|
(186
|
)
|
|
(1,014
|
)
|
|
828
|
|
|||
Cash, restricted cash and cash equivalents from continuing operations, beginning of period
|
670
|
|
|
1,183
|
|
|
633
|
|
|||
Cash, restricted cash and cash equivalents from discontinued operations, beginning of period
|
—
|
|
|
501
|
|
|
223
|
|
|||
Cash, restricted cash and cash equivalents, beginning of period
|
670
|
|
|
1,684
|
|
|
856
|
|
|||
Cash, restricted cash and cash equivalents from continuing operations, end of period
|
484
|
|
|
670
|
|
|
1,183
|
|
|||
Cash, restricted cash and cash equivalents from discontinued operations, end of period
|
—
|
|
|
—
|
|
|
501
|
|
|||
Cash, restricted cash and cash equivalents, end of period
|
$
|
484
|
|
|
$
|
670
|
|
|
$
|
1,684
|
|
|
Equity Attributable to Hilton Stockholders
|
|
|
|
|
|||||||||||||||||||||||||
|
|
|
|
|
Additional
Paid-in Capital |
|
|
|
Accumulated
Other Comprehensive Loss |
|
|
|
|
|||||||||||||||||
|
Common Stock
|
|
Treasury Stock
|
|
|
Accumulated Deficit
|
|
|
Noncontrolling
Interests |
|
Total
|
|||||||||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
|
|
|||||||||||||||||||||
Balance as of December 31, 2015
|
329
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
10,158
|
|
|
$
|
(3,392
|
)
|
|
$
|
(784
|
)
|
|
$
|
(34
|
)
|
|
$
|
5,951
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
338
|
|
|
—
|
|
|
16
|
|
|
354
|
|
|||||||
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
|
)
|
|||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
62
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
62
|
|
|||||||
Distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32
|
)
|
|
(32
|
)
|
|||||||
Deconsolidation of a variable interest entity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
(4
|
)
|
|||||||
Cumulative effect of the adoption of ASU 2014-09
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(212
|
)
|
|
—
|
|
|
—
|
|
|
(212
|
)
|
|||||||
Cumulative effect of the adoption of ASU 2015-02
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
5
|
|
|||||||
Balance as of December 31, 2016
|
329
|
|
|
3
|
|
|
—
|
|
|
10,220
|
|
|
(3,545
|
)
|
|
(1,001
|
)
|
|
(50
|
)
|
|
5,627
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,084
|
|
|
—
|
|
|
5
|
|
|
1,089
|
|
|||||||
Other comprehensive income, net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
162
|
|
|
—
|
|
|
162
|
|
|||||||
Pension liability adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22
|
|
|
—
|
|
|
22
|
|
|||||||
Cash flow hedge adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
13
|
|
|||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
197
|
|
|
—
|
|
|
197
|
|
|||||||
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(196
|
)
|
|
—
|
|
|
—
|
|
|
(196
|
)
|
|||||||
Repurchases of common stock
|
(14
|
)
|
|
—
|
|
|
(891
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(891
|
)
|
|||||||
Share-based compensation
|
2
|
|
|
—
|
|
|
—
|
|
|
77
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
77
|
|
|||||||
Distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|||||||
Spin-offs of Park and HGV
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,323
|
)
|
|
63
|
|
|
49
|
|
|
(4,211
|
)
|
|||||||
Cumulative effect of the adoption of ASU 2016-09
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Balance as of December 31, 2017
|
317
|
|
|
3
|
|
|
(891
|
)
|
|
10,298
|
|
|
(6,981
|
)
|
|
(741
|
)
|
|
3
|
|
|
1,691
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
764
|
|
|
—
|
|
|
5
|
|
|
769
|
|
|||||||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(70
|
)
|
|
—
|
|
|
(70
|
)
|
|||||||
Pension liability adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
(9
|
)
|
|||||||
Cash flow hedge adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22
|
|
|
—
|
|
|
22
|
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(57
|
)
|
|
—
|
|
|
(57
|
)
|
|||||||
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(184
|
)
|
|
—
|
|
|
—
|
|
|
(184
|
)
|
|||||||
Repurchases of common stock
|
(23
|
)
|
|
—
|
|
|
(1,721
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,721
|
)
|
|||||||
Share-based compensation
|
1
|
|
|
—
|
|
|
(13
|
)
|
|
77
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
64
|
|
|||||||
Distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|||||||
Acquisition of noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|||||||
Cumulative effect of the adoption of ASU 2018-02
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16
|
)
|
|
16
|
|
|
—
|
|
|
—
|
|
|||||||
Balance as of December 31, 2018
|
295
|
|
|
$
|
3
|
|
|
$
|
(2,625
|
)
|
|
$
|
10,372
|
|
|
$
|
(6,417
|
)
|
|
$
|
(782
|
)
|
|
$
|
7
|
|
|
$
|
558
|
|
•
|
Intellectual Property ("IP") licenses
grant the right to access our hotel system IP, including brand IP, reservations systems and property management systems.
|
•
|
Hotel management services
include providing day-to-day management services of the hotels for the property owners.
|
•
|
Development services
include providing consultative services (e.g., design assistance and contractor selection) to the property owner to assist with the construction of the hotel prior to the hotel opening.
|
•
|
Pre-opening services
include providing services (e.g., advertising, budgeting, e-commerce strategies, food and beverage testing) to the property owner to assist in preparing for the hotel opening.
|
•
|
Substantive rights for free or discounted goods or services to hotel guests
are satisfied at the earlier point in time of either when the substantive right expires or the underlying free or discounted good or service is provided to the hotel guest.
|
•
|
Royalty fees
are generally based on a percentage of the hotel's monthly gross room revenue and, in some cases, may also include a percentage of gross food and beverage revenues and other revenues, as applicable. These fees are typically billed and collected monthly, and revenue is generally recognized as services are provided.
|
•
|
Application, initiation and other fees
are charged when: (i) new hotels enter our system; (ii) there is a change of ownership of a hotel; or (iii) contracts with properties already in our system are extended. These fees are typically fixed and collected upfront and are recognized as revenue over the term of the franchise contract. We do not consider this advance consideration to include a significant financing component, since it is used to protect us from the property owner failing to adequately complete some or all of its obligations under the contract.
|
•
|
Licensing fees
are earned from: (i) a license agreement with HGV to use certain Hilton marks and IP in its timeshare business, which are typically billed and collected monthly, and revenue is generally recognized at the same time the fees are billed and (ii) co-brand credit card arrangements, which are recognized as revenue when points for our guest
|
•
|
Base management fees
are generally based on a percentage of the hotel's monthly gross revenue. Base fees are typically billed and collected monthly, and revenue is generally recognized as services are provided.
|
•
|
Incentive management fees
are generally based on a percentage of the hotel's operating profits and in some cases may be subject to a stated return threshold to the property owner, normally over a one-calendar year period (the "incentive period"). Incentive fee revenue is recognized on a monthly basis, but only to the extent the cumulative fee earned does not exceed the probable fee for the incentive period. Incentive fee payment terms vary, but they are generally billed and collected monthly or annually upon completion of the incentive period.
|
•
|
Direct reimbursements
include payroll and related costs and certain other operating costs of the managed and franchised properties' operations, which are contractually reimbursed to us by the property owners as expenses are incurred. Revenue is recognized based on the amount of expenses incurred by Hilton, which are presented as other expenses from managed and franchised properties in our consolidated statements of operations, that are then reimbursed to us by the property owner typically on a monthly basis, which results in no net effect on operating income (loss) or net income (loss).
|
•
|
Indirect reimbursements
include marketing expenses and other expenses associated with our brands and shared services, which are paid from fees collected by Hilton from the managed and franchised properties. Indirect reimbursements are typically billed and collected monthly, based on the underlying hotel's sales or usage (such as gross room revenue and number of reservations processed), and revenue is generally recognized as services are provided. System implementation fees charged to property owners are deferred and recognized as revenue over the term of the management or franchise contract. The corresponding expenses are expensed as incurred and are presented as other expenses from managed and franchised properties in our consolidated statements of operations and are expected to equal the revenues earned from indirect reimbursements over time.
|
•
|
Cancellable
room reservations or ancillary services
are typically satisfied as the good or service is transferred to the hotel guest, which is generally when the room stay occurs.
|
•
|
Noncancellable room reservations and banquet or conference reservations
represent a series of distinct goods or services provided over time and satisfied as each distinct good or service is provided, which is reflected by the duration of the reservation.
|
•
|
Substantive rights for free or discounted goods or services
are satisfied at the earlier of when: (i) the substantive right expires or (ii) the underlying free or discounted good or service is provided to the hotel guest.
|
•
|
Other ancillary goods and services
are purchased independently of the room reservation at standalone selling prices and are considered separate performance obligations, which are satisfied when the related good or service is provided to the hotel guest.
|
•
|
Components of package reservations
for which each component could be sold separately to other hotel guests are considered separate performance obligations and are satisfied as set forth above.
|
•
|
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 equal annual installments over
two
or
three
years from the date of grant. Vested RSUs generally will be settled for the Company's common stock, with the exception of certain awards that will be settled in cash. The grant date fair value per share is equal to the closing stock price on the grant date.
|
•
|
Options
vest over
three
years in equal annual installments from the grant date and terminate
10
years from the grant date or earlier if the individual’s service terminates under certain circumstances. The exercise price is equal to the closing stock price on the grant date. The grant date fair value per share is estimated using the Black-Scholes-Merton option-pricing model.
|
•
|
Performance shares
are settled at the end of a
three
-year performance period with
50
percent of the awards subject to achievement based on the compound annual growth rate ("CAGR") of the Company's adjusted earnings before interest expense, a provision for income taxes and depreciation and amortization ("Adjusted EBITDA"), referred to as EBITDA CAGR, and the other
50
percent of the awards subject to achievement based on the Company’s free cash flow ("FCF") per share CAGR, referred to as FCF CAGR. The total number of performance shares that vest related to each performance measure is based on an achievement factor that, in both cases, ranges from a
zero percent to 200 percent
payout. The grant date fair value per share for these awards is equal to the closing stock price on the grant date.
|
•
|
DSUs
are issued to our independent directors and are fully vested and non-forfeitable on the grant date. DSUs are settled for shares of the Company's common stock, which are deliverable upon the earlier of termination of the individual's service on our board of directors or a change in control. The grant date fair value per share is equal to the closing stock price on the grant date.
|
•
|
Application, initiation and other fees are recognized over the term of the franchise contract, rather than upon execution of the contract and the unamortized portion of these fees is included in deferred revenues in our consolidated balance sheets.
|
•
|
Contract acquisition costs related to our management and franchise contracts are recognized over the term of the contracts as a reduction to revenue, instead of as amortization expense. This change does not affect net income (loss).
|
•
|
Incentive management fees are recognized to the extent that it is probable that a significant reversal will not occur as a result of future hotel profits or cash flows, as opposed to recognizing amounts that would be due if the management contract was terminated at the end of the reporting period. This change does not affect net income (loss) for any full year period.
|
•
|
Revenue related to our Hilton Honors guest loyalty program is recognized upon point redemption, net of any reward reimbursement paid to a third party, as opposed to recognized on a gross basis at the time points are issued in conjunction with the accrual of the expected future cost of the reward reimbursement. Additionally, points issued at owned and leased hotels are accounted for as a reduction of owned and leased hotel revenues, as opposed to owned and leased hotel expenses. Fees received in excess of the estimated liability for guest loyalty program are included in deferred revenues in our consolidated balance sheets.
|
•
|
Reimbursable fees related to our management and franchise contracts are recognized as they are billed, as opposed to when we incur the related expenses. Timing differences related to the receipt and spend of these fees will no longer be recorded in other assets and other liabilities in our consolidated balance sheets.
|
|
December 31, 2017
|
||||||||||
|
As Previously Reported
|
|
Adoption of ASU 2014-09
|
|
As Adjusted
|
||||||
|
(in millions)
|
||||||||||
ASSETS
|
|
|
|
|
|
||||||
Accounts receivable, net
|
$
|
998
|
|
|
$
|
7
|
|
|
$
|
1,005
|
|
Prepaid expenses
|
111
|
|
|
16
|
|
|
127
|
|
|||
Other current assets
|
171
|
|
|
(2
|
)
|
|
169
|
|
|||
Management and franchise contracts, net
|
909
|
|
|
44
|
|
|
953
|
|
|||
Deferred income tax assets
|
113
|
|
|
(2
|
)
|
|
111
|
|
|||
Other non-current assets
|
434
|
|
|
(143
|
)
|
|
291
|
|
|||
TOTAL ASSETS
|
14,308
|
|
|
(80
|
)
|
|
14,228
|
|
|||
|
|
|
|
|
|
||||||
LIABILITIES AND EQUITY
|
|
|
|
|
|
||||||
Current liabilities:
|
|
|
|
|
|
||||||
Accounts payable, accrued expenses and other
(1)
|
1,487
|
|
|
(71
|
)
|
|
1,416
|
|
|||
Current portion of deferred revenues
(1)
|
41
|
|
|
325
|
|
|
366
|
|
|||
Current portion of liability for guest loyalty program
(1)
|
622
|
|
|
—
|
|
|
622
|
|
|||
Deferred revenues
|
97
|
|
|
732
|
|
|
829
|
|
|||
Deferred income tax liabilities
|
1,063
|
|
|
(132
|
)
|
|
931
|
|
|||
Other long-term liabilities
|
1,470
|
|
|
(550
|
)
|
|
920
|
|
|||
Total liabilities
|
12,233
|
|
|
304
|
|
|
12,537
|
|
|||
Equity:
|
|
|
|
|
|
||||||
Accumulated deficit
|
(6,596
|
)
|
|
(385
|
)
|
|
(6,981
|
)
|
|||
Accumulated other comprehensive loss
|
(742
|
)
|
|
1
|
|
|
(741
|
)
|
|||
Total equity
|
2,075
|
|
|
(384
|
)
|
|
1,691
|
|
|||
TOTAL LIABILITIES AND EQUITY
|
14,308
|
|
|
(80
|
)
|
|
14,228
|
|
(1)
|
The current portion of deferred revenues and current portion of liability for guest loyalty program have been separated from accounts payable, accrued expenses and other in the "As Previously Reported" column to conform with current presentation.
|
|
Year Ended December 31, 2017
|
||||||||||||||
|
As Previously Reported
|
|
Adoption of ASU 2014-09
|
|
Adoption of ASU 2017-07
|
|
As Adjusted
|
||||||||
|
(in millions)
|
||||||||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
Franchise and licensing fees
|
$
|
1,382
|
|
|
$
|
(61
|
)
|
|
$
|
—
|
|
|
$
|
1,321
|
|
Base and other management fees
|
336
|
|
|
(12
|
)
|
|
—
|
|
|
324
|
|
||||
Incentive management fees
|
222
|
|
|
—
|
|
|
—
|
|
|
222
|
|
||||
Owned and leased hotels
|
1,450
|
|
|
(18
|
)
|
|
—
|
|
|
1,432
|
|
||||
Other revenues
|
105
|
|
|
—
|
|
|
—
|
|
|
105
|
|
||||
|
3,495
|
|
|
(91
|
)
|
|
—
|
|
|
3,404
|
|
||||
Other revenues from managed and franchised properties
|
5,645
|
|
|
(918
|
)
|
|
—
|
|
|
4,727
|
|
||||
Total revenues
|
9,140
|
|
|
(1,009
|
)
|
|
—
|
|
|
8,131
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Expenses
|
|
|
|
|
|
|
|
||||||||
Owned and leased hotels
|
1,286
|
|
|
(18
|
)
|
|
1
|
|
|
1,269
|
|
||||
Depreciation and amortization
|
347
|
|
|
(11
|
)
|
|
—
|
|
|
336
|
|
||||
General and administrative
|
434
|
|
|
—
|
|
|
5
|
|
|
439
|
|
||||
Other expenses
|
56
|
|
|
—
|
|
|
—
|
|
|
56
|
|
||||
|
2,123
|
|
|
(29
|
)
|
|
6
|
|
|
2,100
|
|
||||
Other expenses from managed and franchised properties
|
5,645
|
|
|
(746
|
)
|
|
—
|
|
|
4,899
|
|
||||
Total expenses
|
7,768
|
|
|
(775
|
)
|
|
6
|
|
|
6,999
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating income
|
1,372
|
|
|
(234
|
)
|
|
(6
|
)
|
|
1,132
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
(408
|
)
|
|
57
|
|
|
—
|
|
|
(351
|
)
|
||||
Gain on foreign currency transactions
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||
Loss on debt extinguishment
|
(60
|
)
|
|
—
|
|
|
—
|
|
|
(60
|
)
|
||||
Other non-operating income, net
|
23
|
|
|
—
|
|
|
6
|
|
|
29
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Income before income taxes
|
930
|
|
|
(177
|
)
|
|
—
|
|
|
753
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Income tax benefit
|
334
|
|
|
2
|
|
|
—
|
|
|
336
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income
|
1,264
|
|
|
(175
|
)
|
|
—
|
|
|
1,089
|
|
||||
Net income attributable to noncontrolling interests
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
||||
Net income attributable to Hilton stockholders
|
$
|
1,259
|
|
|
$
|
(175
|
)
|
|
$
|
—
|
|
|
$
|
1,084
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
3.88
|
|
|
|
|
|
|
$
|
3.34
|
|
||||
Diluted
|
$
|
3.85
|
|
|
|
|
|
|
$
|
3.32
|
|
|
Year Ended December 31, 2016
|
||||||||||||||
|
As Previously Reported
|
|
Adoption of ASU 2014-09
|
|
Adoption of ASU 2017-07
|
|
As Adjusted
|
||||||||
|
(in millions)
|
||||||||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
Franchise and licensing fees
|
$
|
1,154
|
|
|
$
|
(63
|
)
|
|
$
|
—
|
|
|
$
|
1,091
|
|
Base and other management fees
|
242
|
|
|
(12
|
)
|
|
—
|
|
|
230
|
|
||||
Incentive management fees
|
142
|
|
|
—
|
|
|
—
|
|
|
142
|
|
||||
Owned and leased hotels
|
1,452
|
|
|
(18
|
)
|
|
—
|
|
|
1,434
|
|
||||
Other revenues
|
82
|
|
|
—
|
|
|
—
|
|
|
82
|
|
||||
|
3,072
|
|
|
(93
|
)
|
|
—
|
|
|
2,979
|
|
||||
Other revenues from managed and franchised properties
|
4,310
|
|
|
(713
|
)
|
|
—
|
|
|
3,597
|
|
||||
Total revenues
|
7,382
|
|
|
(806
|
)
|
|
—
|
|
|
6,576
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Expenses
|
|
|
|
|
|
|
|
||||||||
Owned and leased hotels
|
1,295
|
|
|
(18
|
)
|
|
2
|
|
|
1,279
|
|
||||
Depreciation and amortization
|
364
|
|
|
(11
|
)
|
|
—
|
|
|
353
|
|
||||
General and administrative
|
403
|
|
|
—
|
|
|
6
|
|
|
409
|
|
||||
Other expenses
|
66
|
|
|
—
|
|
|
—
|
|
|
66
|
|
||||
|
2,128
|
|
|
(29
|
)
|
|
8
|
|
|
2,107
|
|
||||
Other expenses from managed and franchised properties
|
4,310
|
|
|
(701
|
)
|
|
—
|
|
|
3,609
|
|
||||
Total expenses
|
6,438
|
|
|
(730
|
)
|
|
8
|
|
|
5,716
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Gain on sales of assets, net
|
8
|
|
|
—
|
|
|
—
|
|
|
8
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating income
|
952
|
|
|
(76
|
)
|
|
(8
|
)
|
|
868
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
(394
|
)
|
|
60
|
|
|
—
|
|
|
(334
|
)
|
||||
Loss on foreign currency transactions
|
(16
|
)
|
|
—
|
|
|
—
|
|
|
(16
|
)
|
||||
Other non-operating income, net
|
14
|
|
|
—
|
|
|
8
|
|
|
22
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations before income taxes
|
556
|
|
|
(16
|
)
|
|
—
|
|
|
540
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Income tax expense
|
(564
|
)
|
|
7
|
|
|
—
|
|
|
(557
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Loss from continuing operations, net of taxes
|
(8
|
)
|
|
(9
|
)
|
|
—
|
|
|
(17
|
)
|
||||
Income from discontinued operations, net of taxes
|
372
|
|
|
(1
|
)
|
|
—
|
|
|
371
|
|
||||
Net income
|
364
|
|
|
(10
|
)
|
|
—
|
|
|
354
|
|
||||
Net income attributable to noncontrolling interests
|
(16
|
)
|
|
—
|
|
|
—
|
|
|
(16
|
)
|
||||
Net income attributable to Hilton stockholders
|
$
|
348
|
|
|
$
|
(10
|
)
|
|
$
|
—
|
|
|
$
|
338
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Basic:
|
|
|
|
|
|
|
|
||||||||
Net loss from continuing operations per share
|
$
|
(0.05
|
)
|
|
|
|
|
|
$
|
(0.08
|
)
|
||||
Net income from discontinued operations per share
|
1.11
|
|
|
|
|
|
|
1.11
|
|
||||||
Net income per share
|
$
|
1.06
|
|
|
|
|
|
|
$
|
1.03
|
|
||||
Diluted:
|
|
|
|
|
|
|
|
||||||||
Net loss from continuing operations per share
|
$
|
(0.05
|
)
|
|
|
|
|
|
$
|
(0.08
|
)
|
||||
Net income from discontinued operations per share
|
1.11
|
|
|
|
|
|
|
1.11
|
|
||||||
Net income per share
|
$
|
1.06
|
|
|
|
|
|
|
$
|
1.03
|
|
|
in millions
|
||
Balance as of December 31, 2017
|
$
|
1,087
|
|
Cash received in advance and not recognized as revenue
(1)
|
377
|
|
|
Revenue recognized
(1)
|
(229
|
)
|
|
Other
(2)
|
(175
|
)
|
|
Balance as of December 31, 2018
|
$
|
1,060
|
|
(1)
|
Primarily related to Hilton Honors.
|
(2)
|
Primarily the result of changes in estimated transaction prices for our performance obligations related to points issued under Hilton Honors, which had no effect on revenues.
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(in millions)
|
||||||
Cash and cash equivalents
|
$
|
71
|
|
|
$
|
73
|
|
Accounts receivable, net
|
15
|
|
|
16
|
|
||
Property and equipment, net
|
68
|
|
|
57
|
|
||
Deferred income tax assets
|
53
|
|
|
56
|
|
||
Other non-current assets
|
58
|
|
|
57
|
|
||
Accounts payable, accrued expenses and other
|
41
|
|
|
43
|
|
||
Long-term debt
(1)
|
205
|
|
|
212
|
|
||
Other long-term liabilities
|
15
|
|
|
13
|
|
(1)
|
Includes capital lease obligations of
$187 million
and
$191 million
as of December 31, 2018 and 2017, respectively.
|
|
Ownership
(1)
|
|
Management and Franchise
(2)
|
|
Total
|
||||||
|
(in millions)
|
||||||||||
Balance as of December 31, 2016
|
$
|
184
|
|
|
$
|
5,034
|
|
|
$
|
5,218
|
|
Spin-off of Park
|
(91
|
)
|
|
—
|
|
|
(91
|
)
|
|||
Foreign currency translation
|
11
|
|
|
52
|
|
|
63
|
|
|||
Balance as of December 31, 2017
|
104
|
|
|
5,086
|
|
|
5,190
|
|
|||
Foreign currency translation
|
(5
|
)
|
|
(25
|
)
|
|
(30
|
)
|
|||
Balance as of December 31, 2018
|
$
|
99
|
|
|
$
|
5,061
|
|
|
$
|
5,160
|
|
(1)
|
Amounts for the ownership reporting unit include the following gross carrying values and accumulated impairment losses for the periods presented:
|
|
Gross Carrying Value
|
|
Accumulated Impairment Losses
|
|
Net Carrying Value
|
||||||
|
(in millions)
|
||||||||||
Balance as of December 31, 2016
|
$
|
856
|
|
|
$
|
(672
|
)
|
|
$
|
184
|
|
Spin-off of Park
|
(423
|
)
|
|
332
|
|
|
(91
|
)
|
|||
Foreign currency translation
|
11
|
|
|
—
|
|
|
11
|
|
|||
Balance as of December 31, 2017
|
444
|
|
|
(340
|
)
|
|
104
|
|
|||
Foreign currency translation
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
|||
Balance as of December 31, 2018
|
$
|
439
|
|
|
$
|
(340
|
)
|
|
$
|
99
|
|
(2)
|
There were no accumulated impairment losses for the management and franchise reporting unit as of December 31, 2018, 2017 and 2016.
|
|
December 31, 2018
|
||||||||||
|
Gross Carrying Value
|
|
Accumulated Amortization
|
|
Net Carrying Value
|
||||||
|
(in millions)
|
||||||||||
Management and franchise contracts:
|
|
|
|
|
|
||||||
Management and franchise contracts recorded at Merger
(1)
|
$
|
2,228
|
|
|
$
|
(1,873
|
)
|
|
$
|
355
|
|
Contract acquisition costs
|
525
|
|
|
(101
|
)
|
|
424
|
|
|||
Development commissions
|
108
|
|
|
(15
|
)
|
|
93
|
|
|||
|
$
|
2,861
|
|
|
$
|
(1,989
|
)
|
|
$
|
872
|
|
|
|
|
|
|
|
||||||
Other intangible assets:
|
|
|
|
|
|
||||||
Leases
(1)
|
$
|
288
|
|
|
$
|
(161
|
)
|
|
$
|
127
|
|
Capitalized software costs
|
503
|
|
|
(321
|
)
|
|
182
|
|
|||
Hilton Honors
(1)
|
338
|
|
|
(236
|
)
|
|
102
|
|
|||
Other
(1)
|
38
|
|
|
(34
|
)
|
|
4
|
|
|||
|
$
|
1,167
|
|
|
$
|
(752
|
)
|
|
$
|
415
|
|
|
December 31, 2017
|
||||||||||
|
Gross Carrying Value
|
|
Accumulated Amortization
|
|
Net Carrying Value
|
||||||
|
(in millions)
|
||||||||||
Management and franchise contracts:
|
|
|
|
|
|
||||||
Management and franchise contracts recorded at Merger
(1)
|
$
|
2,242
|
|
|
$
|
(1,716
|
)
|
|
$
|
526
|
|
Contract acquisition costs
|
416
|
|
|
(74
|
)
|
|
342
|
|
|||
Development commissions
|
97
|
|
|
(12
|
)
|
|
85
|
|
|||
|
$
|
2,755
|
|
|
$
|
(1,802
|
)
|
|
$
|
953
|
|
|
|
|
|
|
|
||||||
Other intangible assets:
|
|
|
|
|
|
||||||
Leases
(1)
|
$
|
301
|
|
|
$
|
(153
|
)
|
|
$
|
148
|
|
Capitalized software costs
|
585
|
|
|
(428
|
)
|
|
157
|
|
|||
Hilton Honors
(1)
|
341
|
|
|
(217
|
)
|
|
124
|
|
|||
Other
(1)
|
38
|
|
|
(34
|
)
|
|
4
|
|
|||
|
$
|
1,265
|
|
|
$
|
(832
|
)
|
|
$
|
433
|
|
(1)
|
Includes intangible assets that were initially recorded at their fair value at the time of the Merger.
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Recognized in depreciation and amortization expense
(1)
|
$
|
271
|
|
|
$
|
277
|
|
|
$
|
301
|
|
Recognized as a reduction of franchise and licensing fees and base and other management fees
|
27
|
|
|
17
|
|
|
16
|
|
(1)
|
Includes amortization expense that was associated with assets recorded at their fair value at the time of the Merger of
$204 million
,
$206 million
and
$208 million
for the years ended
December 31, 2018
,
2017
and
2016
, respectively, and amortization expense on capitalized software costs of
$62 million
,
$67 million
and
$87 million
, respectively.
|
|
Recognized in Depreciation and Amortization Expense
|
|
Recognized as a Reduction of Franchise and Licensing Fees and Base and Other Management Fees
|
||||
Year
|
(in millions)
|
||||||
2019
|
$
|
279
|
|
|
$
|
27
|
|
2020
|
236
|
|
|
25
|
|
||
2021
|
97
|
|
|
24
|
|
||
2022
|
66
|
|
|
22
|
|
||
2023
|
48
|
|
|
22
|
|
||
Thereafter
|
137
|
|
|
304
|
|
||
|
$
|
863
|
|
|
$
|
424
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(in millions)
|
||||||
Land
|
$
|
12
|
|
|
$
|
12
|
|
Buildings and leasehold improvements
(1)
|
456
|
|
|
428
|
|
||
Furniture and equipment
|
356
|
|
|
346
|
|
||
Construction-in-progress
|
24
|
|
|
17
|
|
||
|
848
|
|
|
803
|
|
||
Accumulated depreciation
(1)
|
(481
|
)
|
|
(450
|
)
|
||
|
$
|
367
|
|
|
$
|
353
|
|
(1)
|
Buildings and leasehold improvements included
$65 million
and
$68 million
of capital lease assets as of
December 31, 2018
and
2017
, respectively, with associated accumulated amortization of
$45 million
and
$43 million
, respectively.
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(in millions)
|
||||||
Accrued employee compensation and benefits
|
$
|
532
|
|
|
$
|
502
|
|
Accounts payable
|
283
|
|
|
282
|
|
||
Insurance reserves, current
|
199
|
|
|
189
|
|
||
Other accrued expenses
(1)
|
516
|
|
|
443
|
|
||
|
$
|
1,530
|
|
|
$
|
1,416
|
|
(1)
|
Includes deposit liabilities related to hotel operations and application fees, taxes, interest and other accrued balances.
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(in millions)
|
||||||
Senior notes with a rate of 4.250%, due 2024
|
$
|
1,000
|
|
|
$
|
1,000
|
|
Senior notes with a rate of 4.625%, due 2025
|
900
|
|
|
900
|
|
||
Senior notes with a rate of 5.125%, due 2026
|
1,500
|
|
|
—
|
|
||
Senior notes with a rate of 4.875%, due 2027
|
600
|
|
|
600
|
|
||
Senior secured term loan facility with a rate of 4.26%, due 2023
|
3,119
|
|
|
3,929
|
|
||
Capital lease obligations with an average rate of 6.43%, due 2021 to 2030
|
225
|
|
|
233
|
|
||
Other debt with an average rate of 3.08%, due 2026
|
17
|
|
|
21
|
|
||
|
7,361
|
|
|
6,683
|
|
||
Less: unamortized deferred financing costs and discount
|
(79
|
)
|
|
(81
|
)
|
||
Less: current maturities of long-term debt
(1)
|
(16
|
)
|
|
(46
|
)
|
||
|
$
|
7,266
|
|
|
$
|
6,556
|
|
(1)
|
Balance as of
December 31, 2017
is net of unamortized deferred financing costs and discount attributable to current maturities of long-term debt.
|
Year
|
(in millions)
|
||
2019
|
$
|
16
|
|
2020
|
17
|
|
|
2021
|
18
|
|
|
2022
|
19
|
|
|
2023
|
3,139
|
|
|
Thereafter
|
4,152
|
|
|
|
$
|
7,361
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(in millions)
|
||||||
Pension obligations
|
$
|
145
|
|
|
$
|
165
|
|
Other long-term tax liabilities
|
395
|
|
|
397
|
|
||
Deferred employee compensation and benefits
|
113
|
|
|
117
|
|
||
Insurance reserves
(1)
|
146
|
|
|
162
|
|
||
Other
|
64
|
|
|
79
|
|
||
|
$
|
863
|
|
|
$
|
920
|
|
(1)
|
Obligations related to insurance claims are expected to be satisfied, on average, over the next
three years
.
|
|
|
|
December 31,
|
||||||
|
Balance Sheet Classification
|
|
2018
|
|
2017
|
||||
|
|
|
(in millions)
|
||||||
Cash Flow Hedges:
|
|
|
|
|
|
||||
Interest rate swaps
|
Other non-current assets
|
|
$
|
16
|
|
|
$
|
11
|
|
Forward contracts
|
Other current assets
|
|
1
|
|
|
—
|
|
||
Forward contracts
|
Accounts payable, accrued expenses and other
|
|
—
|
|
|
1
|
|
||
|
|
|
|
|
|
||||
Non-designated Hedges:
|
|
|
|
|
|
||||
Forward contracts
|
Other current assets
|
|
1
|
|
|
4
|
|
||
Forward contracts
|
Accounts payable, accrued expenses and other
|
|
2
|
|
|
1
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
Classification of Gain (Loss) Recognized
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
|
(in millions)
|
||||||||||
Cash Flow Hedges
(1)(2)
:
|
|
|
|
|
|
|
|
||||||
Interest rate swaps
|
Other comprehensive income (loss)
|
|
$
|
22
|
|
|
$
|
(5
|
)
|
|
$
|
(15
|
)
|
Interest rate swaps
|
Interest expense
|
|
(1
|
)
|
|
(16
|
)
|
|
(8
|
)
|
|||
Forward contracts
|
Other comprehensive income (loss)
|
|
2
|
|
|
(1
|
)
|
|
N/A
|
|
|||
|
|
|
|
|
|
|
|
||||||
Non-designated Hedges:
|
|
|
|
|
|
|
|
||||||
Interest rate swaps
(3)
|
Other non-operating income, net
|
|
N/A
|
|
|
2
|
|
|
4
|
|
|||
Interest rate swaps
(3)
|
Interest expense
|
|
(5
|
)
|
|
(10
|
)
|
|
(4
|
)
|
|||
Forward contracts
|
Gain (loss) on foreign currency transactions
|
|
(9
|
)
|
|
12
|
|
|
7
|
|
(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, 2018
,
2017
and
2016
.
|
(2)
|
The earnings effect of the Fee Forward Contracts on fee revenues for the years ended December 31, 2018 and 2017 was less than $1 million.
|
(3)
|
These amounts relate to the interest rate swaps that we have dedesignated and settled. The amounts recognized in interest expense were reclassified from accumulated other comprehensive loss as the underlying transactions occurred.
|
|
December 31, 2018
|
||||||||||||||
|
|
|
Hierarchy Level
|
||||||||||||
|
Carrying Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
|
(in millions)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
87
|
|
|
$
|
—
|
|
|
$
|
87
|
|
|
$
|
—
|
|
Restricted cash equivalents
|
18
|
|
|
—
|
|
|
18
|
|
|
—
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Long-term debt
(1)
|
7,040
|
|
|
3,809
|
|
|
—
|
|
|
3,039
|
|
|
December 31, 2017
|
||||||||||||||
|
|
|
Hierarchy Level
|
||||||||||||
|
Carrying Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
|
(in millions)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
284
|
|
|
$
|
—
|
|
|
$
|
284
|
|
|
$
|
—
|
|
Restricted cash equivalents
|
12
|
|
|
—
|
|
|
12
|
|
|
—
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Long-term debt
(1)
|
6,348
|
|
|
2,575
|
|
|
—
|
|
|
3,954
|
|
(1)
|
The carrying values include unamortized deferred financing costs and discount. The carrying values and fair values exclude capital lease obligations and other debt.
|
|
Operating
Leases |
|
Capital
Leases |
||||
Year
|
(in millions)
|
||||||
2019
|
$
|
206
|
|
|
$
|
30
|
|
2020
|
191
|
|
|
30
|
|
||
2021
|
166
|
|
|
30
|
|
||
2022
|
134
|
|
|
29
|
|
||
2023
|
119
|
|
|
29
|
|
||
Thereafter
|
865
|
|
|
164
|
|
||
Total minimum lease payments
|
$
|
1,681
|
|
|
312
|
|
|
Less: amount representing interest
|
|
|
(87
|
)
|
|||
Present value of minimum lease payments
|
|
|
$
|
225
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
U.S. income before tax
|
$
|
881
|
|
|
$
|
632
|
|
|
$
|
906
|
|
Foreign income (loss) before tax
|
197
|
|
|
121
|
|
|
(366
|
)
|
|||
Income from continuing operations before income taxes
|
$
|
1,078
|
|
|
$
|
753
|
|
|
$
|
540
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
210
|
|
|
$
|
239
|
|
|
$
|
441
|
|
State
|
53
|
|
|
59
|
|
|
143
|
|
|||
Foreign
|
60
|
|
|
95
|
|
|
70
|
|
|||
Total current
|
323
|
|
|
393
|
|
|
654
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
(52
|
)
|
|
(667
|
)
|
|
(123
|
)
|
|||
State
|
(14
|
)
|
|
(35
|
)
|
|
45
|
|
|||
Foreign
|
52
|
|
|
(27
|
)
|
|
(19
|
)
|
|||
Total deferred
|
(14
|
)
|
|
(729
|
)
|
|
(97
|
)
|
|||
Total provision (benefit) for income taxes
|
$
|
309
|
|
|
$
|
(336
|
)
|
|
$
|
557
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Statutory U.S. federal income tax provision
|
$
|
226
|
|
|
$
|
264
|
|
|
$
|
189
|
|
State income taxes, net of U.S. federal tax benefit
|
37
|
|
|
19
|
|
|
22
|
|
|||
Impact of foreign operations
|
26
|
|
|
4
|
|
|
34
|
|
|||
Effects of the TCJ Act
|
13
|
|
|
(600
|
)
|
|
—
|
|
|||
Corporate restructuring
|
9
|
|
|
—
|
|
|
477
|
|
|||
Change in deferred tax asset valuation allowance
|
(6
|
)
|
|
(48
|
)
|
|
(20
|
)
|
|||
Provision (benefit) for uncertain tax positions
|
16
|
|
|
38
|
|
|
(139
|
)
|
|||
Other, net
|
(12
|
)
|
|
(13
|
)
|
|
(6
|
)
|
|||
Provision (benefit) for income taxes
|
$
|
309
|
|
|
$
|
(336
|
)
|
|
$
|
557
|
|
•
|
Deferred tax assets and liabilities and other tax liabilities.
We remeasured deferred tax assets and liabilities and other tax liabilities based on the rates at which they are expected to reverse in the future, which is generally
21 percent
. The provisional amounts recorded as of December 31, 2017 related to the remeasurement of our deferred tax assets and liabilities, uncertain tax position reserves and other tax liabilities were income tax benefits of
$452 million
,
$33 million
and
$84 million
, respectively. However, this remeasurement was based on estimates as of the enactment date of the TCJ Act and our existing analysis of the numerous complex tax law changes in the TCJ Act. Upon completing our analysis of the TCJ Act and associated regulations, we adjusted our provisional amount by recording an additional tax benefit of
$10 million
during the year ended December 31, 2018, which was included in income tax expense in our consolidated statements of operations.
|
•
|
Foreign taxation changes.
A one-time transition tax is applied to foreign earnings previously not subjected to U.S. tax. The one-time transition tax is based on our total post-1986 earnings and profits ("E&P") that were previously deferred from U.S. income taxes, but is assessed at a lower tax rate than the federal corporate tax rate of
35 percent
. We recorded a provisional amount for our one-time transition tax liability for our foreign subsidiaries based on estimates, as of the enactment date of the TCJ Act, for our controlled foreign subsidiaries and estimates of the total post-1986 E&P for noncontrolled foreign subsidiaries. We previously recorded a federal deferred tax liability for our deferred earnings at the statutory
35 percent
rate, and the application of the transition tax results in these earnings being subjected to a lower rate, resulting in a provisional income tax benefit as of December 31, 2017 of
$15 million
. As a
|
•
|
Outside basis differences
. With the changes made to the U.S. taxation of foreign entities, including the change to a territorial system of taxation, the introduction of a dividend participation exemption and the changes to the current taxation of GILTI, we determined our current method of calculating CFC outside basis should be revised to incorporate the TCJ Act changes. As a result, we recorded additional deferred tax liabilities of
$31 million
during the year ended December 31, 2018 within income tax expense (benefit) in our consolidated statement of operations.
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(in millions)
|
||||||
Deferred tax assets:
|
|
|
|
||||
Net operating loss carryforwards
|
$
|
389
|
|
|
$
|
395
|
|
Compensation
|
118
|
|
|
113
|
|
||
Reserves
|
18
|
|
|
39
|
|
||
Capital lease obligations
|
75
|
|
|
78
|
|
||
Deferred income
|
258
|
|
|
210
|
|
||
Other
|
42
|
|
|
52
|
|
||
Total gross deferred tax assets
|
900
|
|
|
887
|
|
||
Less: valuation allowance
|
(399
|
)
|
|
(408
|
)
|
||
Deferred tax assets
|
501
|
|
|
479
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Brands
|
(1,123
|
)
|
|
(1,122
|
)
|
||
Amortizing intangible assets
|
(157
|
)
|
|
(177
|
)
|
||
Investment in foreign subsidiaries
|
(29
|
)
|
|
—
|
|
||
Deferred tax liabilities
|
(1,309
|
)
|
|
(1,299
|
)
|
||
Net deferred taxes
|
$
|
(808
|
)
|
|
$
|
(820
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Balance at beginning of year
|
$
|
283
|
|
|
$
|
174
|
|
|
$
|
315
|
|
Additions for tax positions related to prior years
|
37
|
|
|
3
|
|
|
77
|
|
|||
Additions for tax positions related to the current year
|
16
|
|
|
126
|
|
|
9
|
|
|||
Reductions for tax positions related to prior years
|
(15
|
)
|
|
(10
|
)
|
|
(204
|
)
|
|||
Settlements
|
—
|
|
|
(9
|
)
|
|
(21
|
)
|
|||
Lapse of statute of limitations
|
(3
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|||
Currency translation adjustment
|
—
|
|
|
1
|
|
|
—
|
|
|||
Balance at end of year
|
$
|
318
|
|
|
$
|
283
|
|
|
$
|
174
|
|
|
Domestic Plan
|
|
U.K. Plan
|
|
International Plans
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Change in Projected Benefit Obligation:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Benefit obligation at beginning of year
|
$
|
384
|
|
|
$
|
381
|
|
|
$
|
443
|
|
|
$
|
404
|
|
|
$
|
86
|
|
|
$
|
81
|
|
Service cost
|
—
|
|
|
—
|
|
|
3
|
|
|
2
|
|
|
2
|
|
|
1
|
|
||||||
Interest cost
|
12
|
|
|
12
|
|
|
9
|
|
|
10
|
|
|
2
|
|
|
1
|
|
||||||
Prior service cost
(1)
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Actuarial loss (gain)
|
(14
|
)
|
|
16
|
|
|
(39
|
)
|
|
4
|
|
|
—
|
|
|
3
|
|
||||||
Settlements and curtailments
|
(2
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
||||||
Effect of foreign exchange rates
|
—
|
|
|
—
|
|
|
(25
|
)
|
|
40
|
|
|
(1
|
)
|
|
4
|
|
||||||
Benefits paid
|
(23
|
)
|
|
(24
|
)
|
|
(20
|
)
|
|
(17
|
)
|
|
(5
|
)
|
|
(4
|
)
|
||||||
Benefit obligation at end of year
|
$
|
357
|
|
|
$
|
384
|
|
|
$
|
375
|
|
|
$
|
443
|
|
|
$
|
83
|
|
|
$
|
86
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Change in Plan Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value of plan assets at beginning of year
|
$
|
306
|
|
|
$
|
267
|
|
|
$
|
386
|
|
|
$
|
336
|
|
|
$
|
65
|
|
|
$
|
58
|
|
Actual return on plan assets, net of expenses
|
(23
|
)
|
|
43
|
|
|
(14
|
)
|
|
24
|
|
|
(1
|
)
|
|
6
|
|
||||||
Employer contributions
|
16
|
|
|
21
|
|
|
10
|
|
|
9
|
|
|
4
|
|
|
4
|
|
||||||
Settlements
|
(2
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Effect of foreign exchange rates
|
—
|
|
|
—
|
|
|
(22
|
)
|
|
34
|
|
|
—
|
|
|
1
|
|
||||||
Benefits paid
|
(23
|
)
|
|
(24
|
)
|
|
(20
|
)
|
|
(17
|
)
|
|
(5
|
)
|
|
(4
|
)
|
||||||
Fair value of plan assets at end of year
|
274
|
|
|
306
|
|
|
340
|
|
|
386
|
|
|
63
|
|
|
65
|
|
||||||
Funded status at end of year (underfunded)
|
(83
|
)
|
|
(78
|
)
|
|
(35
|
)
|
|
(57
|
)
|
|
(20
|
)
|
|
(21
|
)
|
||||||
Accumulated benefit obligation
|
$
|
357
|
|
|
$
|
384
|
|
|
$
|
375
|
|
|
$
|
443
|
|
|
$
|
83
|
|
|
$
|
86
|
|
(1)
|
Relates to U.K. pension equalization requirements.
|
|
Domestic Plan
|
|
U.K. Plan
|
|
International Plans
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Other non-current assets
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7
|
|
|
$
|
9
|
|
Other liabilities
|
(83
|
)
|
|
(78
|
)
|
|
(35
|
)
|
|
(57
|
)
|
|
(27
|
)
|
|
(30
|
)
|
||||||
Net amount recognized
|
$
|
(83
|
)
|
|
$
|
(78
|
)
|
|
$
|
(35
|
)
|
|
$
|
(57
|
)
|
|
$
|
(20
|
)
|
|
$
|
(21
|
)
|
|
Domestic Plan
|
|
U.K. Plan
|
|
International Plans
|
||||||||||||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||||||||||
Net actuarial loss (gain)
|
$
|
22
|
|
|
$
|
(15
|
)
|
|
$
|
—
|
|
|
$
|
(14
|
)
|
|
$
|
13
|
|
|
$
|
41
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
3
|
|
Prior service cost (credit)
|
(4
|
)
|
|
(3
|
)
|
|
(3
|
)
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Amortization of net loss
|
(3
|
)
|
|
(3
|
)
|
|
(3
|
)
|
|
(4
|
)
|
|
(4
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||||||||
Net amount recognized
|
$
|
15
|
|
|
$
|
(21
|
)
|
|
$
|
(6
|
)
|
|
$
|
(14
|
)
|
|
$
|
9
|
|
|
$
|
39
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
Domestic Plan
|
|
U.K. Plan
|
|
International Plans
|
||||||
|
(in millions)
|
||||||||||
Unrecognized prior service cost
(1)
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Unrecognized net loss
(1)
|
3
|
|
|
4
|
|
|
—
|
|
|||
Amount unrecognized
|
$
|
6
|
|
|
$
|
4
|
|
|
$
|
—
|
|
(1)
|
Unrecognized prior service cost amounts for the U.K. Plan and International Plans are less than $1 million and unrecognized net loss amounts for the International Plans are less than $1 million.
|
|
Domestic Plan
|
|
U.K. Plan
|
|
International Plans
|
||||||||||||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||||||||||
Service cost
|
$
|
6
|
|
|
$
|
8
|
|
|
$
|
8
|
|
|
$
|
3
|
|
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
3
|
|
Interest cost
|
12
|
|
|
12
|
|
|
13
|
|
|
9
|
|
|
10
|
|
|
12
|
|
|
2
|
|
|
2
|
|
|
2
|
|
|||||||||
Expected return on plan assets
|
(19
|
)
|
|
(19
|
)
|
|
(19
|
)
|
|
(21
|
)
|
|
(19
|
)
|
|
(22
|
)
|
|
(3
|
)
|
|
(3
|
)
|
|
(3
|
)
|
|||||||||
Amortization of prior service cost
|
3
|
|
|
3
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Amortization of net loss
|
3
|
|
|
3
|
|
|
3
|
|
|
4
|
|
|
4
|
|
|
2
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|||||||||
Net periodic pension cost (credit)
|
$
|
5
|
|
|
$
|
7
|
|
|
$
|
9
|
|
|
$
|
(5
|
)
|
|
$
|
(3
|
)
|
|
$
|
(6
|
)
|
|
$
|
2
|
|
|
$
|
1
|
|
|
$
|
2
|
|
|
Domestic Plan
|
|
U.K. Plan
|
|
International Plans
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||
Discount rate
|
4.3
|
%
|
|
3.6
|
%
|
|
3.1
|
%
|
|
2.6
|
%
|
|
3.3
|
%
|
|
2.4
|
%
|
Salary inflation
|
N/A
|
|
|
N/A
|
|
|
1.8
|
|
|
1.8
|
|
|
2.2
|
|
|
2.2
|
|
Pension inflation
|
N/A
|
|
|
N/A
|
|
|
3.0
|
|
|
3.0
|
|
|
1.8
|
|
|
1.8
|
|
|
Domestic Plan
|
|
U.K. Plan
|
|
International Plans
|
|||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
|||||||||
Discount rate
|
3.6
|
%
|
|
4.0
|
%
|
|
4.2
|
%
|
|
2.6
|
%
|
|
2.8
|
%
|
|
3.9
|
%
|
|
2.9
|
%
|
|
3.0
|
%
|
|
3.5
|
%
|
Expected return on plan assets
|
7.0
|
|
|
7.0
|
|
|
7.3
|
|
|
5.5
|
|
|
5.5
|
|
|
6.5
|
|
|
4.6
|
|
|
4.3
|
|
|
5.4
|
|
Salary inflation
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
1.8
|
|
|
1.9
|
|
|
1.7
|
|
|
2.2
|
|
|
2.1
|
|
|
2.1
|
|
Pension inflation
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
3.0
|
|
|
3.1
|
|
|
2.8
|
|
|
1.8
|
|
|
1.7
|
|
|
1.6
|
|
|
December 31, 2018
|
||||||||||
|
Domestic Plan
|
|
U.K. Plan
|
|
International Plans
|
||||||
|
(in millions)
|
||||||||||
Level 1
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
34
|
|
|
$
|
11
|
|
Equity funds
|
—
|
|
|
33
|
|
|
2
|
|
|||
Bond funds
|
—
|
|
|
39
|
|
|
—
|
|
|||
Alternative investments
|
—
|
|
|
140
|
|
|
—
|
|
|||
Level 2
|
|
|
|
|
|
||||||
Equity funds
|
—
|
|
|
—
|
|
|
4
|
|
|||
Bond funds
|
—
|
|
|
—
|
|
|
6
|
|
|||
Net asset value
(1)
|
|
|
|
|
|
||||||
Bond funds
|
—
|
|
|
44
|
|
|
—
|
|
|||
Common collective trusts
|
274
|
|
|
—
|
|
|
40
|
|
|||
Other
|
—
|
|
|
50
|
|
|
—
|
|
|||
|
$
|
274
|
|
|
$
|
340
|
|
|
$
|
63
|
|
|
December 31, 2017
|
||||||||||
|
Domestic Plan
|
|
U.K. Plan
|
|
International Plans
|
||||||
|
(in millions)
|
||||||||||
Level 1
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11
|
|
Level 2
|
|
|
|
|
|
||||||
Equity funds
|
—
|
|
|
—
|
|
|
6
|
|
|||
Bond funds
|
—
|
|
|
—
|
|
|
5
|
|
|||
Net asset value
(1)
|
|
|
|
|
|
||||||
Common collective trusts
|
306
|
|
|
386
|
|
|
43
|
|
|||
|
$
|
306
|
|
|
$
|
386
|
|
|
$
|
65
|
|
(1)
|
Certain investments are measured at net asset value per share as a practical expedient and, therefore, have not been classified in the fair value hierarchy.
|
|
Domestic Plan
|
|
U.K. Plan
|
|
International Plans
|
||||||
Year
|
(in millions)
|
||||||||||
2019
|
$
|
35
|
|
|
$
|
19
|
|
|
$
|
11
|
|
2020
|
27
|
|
|
19
|
|
|
6
|
|
|||
2021
|
27
|
|
|
20
|
|
|
5
|
|
|||
2022
|
26
|
|
|
20
|
|
|
5
|
|
|||
2023
|
26
|
|
|
20
|
|
|
5
|
|
|||
2024-2028
|
121
|
|
|
107
|
|
|
24
|
|
|||
|
$
|
262
|
|
|
$
|
205
|
|
|
$
|
56
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions, except per share data)
|
||||||||||
Number of shares granted
|
0.9
|
|
|
1.5
|
|
|
1.2
|
|
|||
Weighted average grant date fair value per share
|
$
|
79.31
|
|
|
$
|
58.80
|
|
|
$
|
59.73
|
|
Aggregate intrinsic value of shares vested
|
$
|
123
|
|
|
$
|
78
|
|
|
$
|
40
|
|
|
Number of Shares
|
|
Weighted Average Grant Date Fair Value per Share
|
|||
|
(in millions)
|
|
|
|||
Outstanding as of December 31, 2017
|
2.8
|
|
|
$
|
51.44
|
|
Granted
|
0.9
|
|
|
79.31
|
|
|
Vested
|
(1.5
|
)
|
|
49.56
|
|
|
Forfeited
|
(0.2
|
)
|
|
56.09
|
|
|
Outstanding as of December 31, 2018
|
2.0
|
|
|
64.88
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions, except per share data)
|
||||||||||
Number of options granted
|
0.6
|
|
|
0.7
|
|
|
0.5
|
|
|||
Weighted average exercise price per share
|
$
|
79.36
|
|
|
$
|
58.40
|
|
|
$
|
58.83
|
|
Weighted average grant date fair value per share
|
$
|
23.72
|
|
|
$
|
13.96
|
|
|
$
|
16.41
|
|
|
Year Ended December 31,
|
|||||||
|
2018
|
|
2017
|
|
2016
|
|||
Expected volatility
(1)
|
27.91
|
%
|
|
24.00
|
%
|
|
32.00
|
%
|
Dividend yield
(2)
|
0.74
|
%
|
|
0.92% - 1.03%
|
|
|
1.43
|
%
|
Risk-free rate
(3)
|
2.73
|
%
|
|
1.93% - 2.03%
|
|
|
1.36
|
%
|
Expected term (in years)
(4)
|
6.0
|
|
|
6.0
|
|
|
6.0
|
|
(1)
|
Estimated using historical movement of Hilton's stock price.
|
(2)
|
For the year ended December 31, 2018, estimated based on the quarterly dividend and the three-month average stock price at the grant date; for the years ended December 31, 2017 and 2016, estimated based on the expected annualized dividend payment at the grant date.
|
(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
|
|||
|
(in millions)
|
|
|
|||
Outstanding as of December 31, 2017
|
2.0
|
|
|
$
|
51.24
|
|
Granted
|
0.6
|
|
|
79.36
|
|
|
Exercised
|
(0.2
|
)
|
|
50.15
|
|
|
Outstanding as of December 31, 2018
(1)
|
2.4
|
|
|
58.50
|
|
|
Exercisable as of December 31, 2018
(2)
|
1.1
|
|
|
50.07
|
|
(1)
|
The aggregate intrinsic value was
$36 million
and the weighted average remaining contractual term was
8
years.
|
(2)
|
The aggregate intrinsic value was
$25 million
and the weighted average remaining contractual term was
7
years.
|
|
EBITDA CAGR
|
|
FCF CAGR
|
||
2017 performance shares
|
200
|
%
|
|
200
|
%
|
2018 performance shares
|
150
|
%
|
|
150
|
%
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions, except per share data)
|
||||||||||
EBITDA CAGR:
|
|
|
|
|
|
||||||
Number of shares granted
|
0.2
|
|
|
0.2
|
|
|
0.3
|
|
|||
Weighted average grant date fair value per share
|
$
|
79.36
|
|
|
$
|
58.40
|
|
|
$
|
58.83
|
|
Aggregate intrinsic value of shares vested
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12
|
|
|
|
|
|
|
|
||||||
FCF CAGR:
|
|
|
|
|
|
||||||
Number of shares granted
|
0.2
|
|
|
0.2
|
|
|
N/A
|
|
|||
Weighted average grant date fair value per share
|
$
|
79.36
|
|
|
$
|
58.40
|
|
|
N/A
|
|
|
Aggregate intrinsic value of shares vested
|
$
|
—
|
|
|
$
|
—
|
|
|
N/A
|
|
|
|
|
|
|
|
|
||||||
Relative Shareholder Return:
|
|
|
|
|
|
||||||
Number of shares granted
|
N/A
|
|
|
N/A
|
|
|
0.3
|
|
|||
Weighted average grant date fair value per share
|
N/A
|
|
|
N/A
|
|
|
$
|
62.43
|
|
||
Aggregate intrinsic value of shares vested
|
N/A
|
|
|
N/A
|
|
|
$
|
16
|
|
|
EBITDA CAGR
|
|
FCF CAGR
|
||||||||||
|
Number of Shares
|
|
Weighted Average Grant Date Fair Value per Share
|
|
Number of Shares
|
|
Weighted Average Grant Date Fair Value per Share
|
||||||
|
(in millions)
|
|
|
|
(in millions)
|
|
|
||||||
Outstanding as of December 31, 2017
|
0.2
|
|
|
$
|
58.41
|
|
|
0.2
|
|
|
$
|
58.41
|
|
Granted
|
0.2
|
|
|
79.36
|
|
|
0.2
|
|
|
79.36
|
|
||
Outstanding as of December 31, 2018
|
0.4
|
|
|
69.53
|
|
|
0.4
|
|
|
69.53
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions, except per share amounts)
|
||||||||||
Basic EPS:
|
|
|
|
|
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net income (loss) from continuing operations attributable to Hilton stockholders
|
$
|
764
|
|
|
$
|
1,084
|
|
|
$
|
(27
|
)
|
Denominator:
|
|
|
|
|
|
||||||
Weighted average shares outstanding
|
302
|
|
|
324
|
|
|
329
|
|
|||
Basic EPS
|
$
|
2.53
|
|
|
$
|
3.34
|
|
|
$
|
(0.08
|
)
|
|
|
|
|
|
|
||||||
Diluted EPS:
|
|
|
|
|
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net income (loss) from continuing operations attributable to Hilton stockholders
|
$
|
764
|
|
|
$
|
1,084
|
|
|
$
|
(27
|
)
|
Denominator:
|
|
|
|
|
|
||||||
Weighted average shares outstanding
|
305
|
|
|
327
|
|
|
329
|
|
|||
Diluted EPS
|
$
|
2.50
|
|
|
$
|
3.32
|
|
|
$
|
(0.08
|
)
|
|
Currency Translation Adjustment
(1)
|
|
Pension Liability Adjustment
|
|
Cash Flow Hedge Adjustment
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Balance as of December 31, 2015
|
$
|
(580
|
)
|
|
$
|
(194
|
)
|
|
$
|
(10
|
)
|
|
$
|
(784
|
)
|
Other comprehensive loss before reclassifications
|
(157
|
)
|
|
(63
|
)
|
|
(9
|
)
|
|
(229
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss
|
(1
|
)
|
|
6
|
|
|
7
|
|
|
12
|
|
||||
Net current period other comprehensive loss
|
(158
|
)
|
|
(57
|
)
|
|
(2
|
)
|
|
(217
|
)
|
||||
Balance as of December 31, 2016
|
(738
|
)
|
|
(251
|
)
|
|
(12
|
)
|
|
(1,001
|
)
|
||||
Other comprehensive income (loss) before reclassifications
|
161
|
|
|
15
|
|
|
(4
|
)
|
|
172
|
|
||||
Amounts reclassified from accumulated other comprehensive loss
|
1
|
|
|
7
|
|
|
17
|
|
|
25
|
|
||||
Net current period other comprehensive income
|
162
|
|
|
22
|
|
|
13
|
|
|
197
|
|
||||
Spin-offs of Park and HGV
|
63
|
|
|
—
|
|
|
—
|
|
|
63
|
|
||||
Balance as of December 31, 2017
|
(513
|
)
|
|
(229
|
)
|
|
1
|
|
|
(741
|
)
|
||||
Other comprehensive income (loss) before reclassifications
|
(70
|
)
|
|
(18
|
)
|
|
17
|
|
|
(71
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
9
|
|
|
5
|
|
|
14
|
|
||||
Net current period other comprehensive income (loss)
|
(70
|
)
|
|
(9
|
)
|
|
22
|
|
|
(57
|
)
|
||||
Cumulative effect of the adoption of ASU 2018-02
|
38
|
|
|
(22
|
)
|
|
—
|
|
|
16
|
|
||||
Balance as of December 31, 2018
|
$
|
(545
|
)
|
|
$
|
(260
|
)
|
|
$
|
23
|
|
|
$
|
(782
|
)
|
(1)
|
Includes net investment hedges and intra-entity foreign currency transactions that are of a long-term investment nature.
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Currency translation adjustment:
|
|
|
|
|
|
||||||
Sale or liquidation of investment in foreign entity
(1)
|
$
|
—
|
|
|
$
|
(2
|
)
|
|
$
|
—
|
|
Gains on net investment hedges
(1)
|
—
|
|
|
1
|
|
|
1
|
|
|||
Total currency translation adjustment reclassifications for the period, net of taxes
|
—
|
|
|
(1
|
)
|
|
1
|
|
|||
Pension liability adjustment:
|
|
|
|
|
|
||||||
Amortization of prior service cost
(2)
|
(3
|
)
|
|
(3
|
)
|
|
(4
|
)
|
|||
Amortization of net loss
(2)
|
(8
|
)
|
|
(7
|
)
|
|
(5
|
)
|
|||
Tax benefit
(3)
|
2
|
|
|
3
|
|
|
3
|
|
|||
Total pension liability adjustment reclassifications for the period, net of taxes
|
(9
|
)
|
|
(7
|
)
|
|
(6
|
)
|
|||
Cash flow hedge adjustment:
|
|
|
|
|
|
||||||
Dedesignated interest rate swaps
(4)
|
(6
|
)
|
|
(26
|
)
|
|
(12
|
)
|
|||
Tax benefit
(3)
|
1
|
|
|
9
|
|
|
5
|
|
|||
Total cash flow hedge adjustment reclassifications for the period, net of taxes
|
(5
|
)
|
|
(17
|
)
|
|
(7
|
)
|
|||
Total reclassifications for the period, net of taxes
|
$
|
(14
|
)
|
|
$
|
(25
|
)
|
|
$
|
(12
|
)
|
(1)
|
Reclassified out of accumulated other comprehensive loss to gain (loss) on foreign currency transactions in our consolidated statements of operations. The related tax benefits for the years ended December 31, 2017 and 2016 were less than $1 million and were reclassified out of accumulated other comprehensive loss to income tax benefit (expense) in our consolidated statements of operations.
|
(2)
|
Reclassified out of accumulated other comprehensive loss to other non-operating income, net in our consolidated statements of operations. These amounts were included in the computation of net periodic pension cost (credit). See
Note 15
: "
Employee Benefit Plans
" for additional information.
|
(3)
|
Reclassified out of accumulated other comprehensive loss to income tax benefit (expense) in our consolidated statements of operations.
|
(4)
|
Reclassified out of accumulated other comprehensive loss to interest expense in our consolidated statements of operations. See
Note 11
: "
Derivative Instruments and Hedging Activities
" for additional information.
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Franchise and licensing fees
|
$
|
1,537
|
|
|
$
|
1,326
|
|
|
$
|
1,095
|
|
Base and other management fees
(1)
|
385
|
|
|
379
|
|
|
284
|
|
|||
Incentive management fees
|
235
|
|
|
222
|
|
|
142
|
|
|||
Management and franchise
|
2,157
|
|
|
1,927
|
|
|
1,521
|
|
|||
Ownership
|
1,484
|
|
|
1,432
|
|
|
1,434
|
|
|||
Segment revenues
|
3,641
|
|
|
3,359
|
|
|
2,955
|
|
|||
Amortization of contract acquisition costs
|
(27
|
)
|
|
(17
|
)
|
|
(16
|
)
|
|||
Other revenues
|
98
|
|
|
105
|
|
|
82
|
|
|||
Direct reimbursements from managed and franchised properties
(2)
|
2,881
|
|
|
2,572
|
|
|
1,644
|
|
|||
Indirect reimbursements from managed and franchised properties
(2)
|
2,357
|
|
|
2,155
|
|
|
1,953
|
|
|||
Intersegment fees elimination
(1)
|
(44
|
)
|
|
(43
|
)
|
|
(42
|
)
|
|||
Total revenues
|
$
|
8,906
|
|
|
$
|
8,131
|
|
|
$
|
6,576
|
|
(1)
|
Includes management, royalty and IP fees charged to our ownership segment by our management and franchise segment, which were eliminated in our consolidated statements of operations.
|
(2)
|
Included in other revenues from managed and franchised properties in our consolidated statements of operations.
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Management and franchise
(1)
|
$
|
2,157
|
|
|
$
|
1,927
|
|
|
$
|
1,521
|
|
Ownership
(1)
|
108
|
|
|
120
|
|
|
113
|
|
|||
Segment operating income
|
2,265
|
|
|
2,047
|
|
|
1,634
|
|
|||
Amortization of contract acquisition costs
|
(27
|
)
|
|
(17
|
)
|
|
(16
|
)
|
|||
Other revenues, less other expenses
|
47
|
|
|
49
|
|
|
16
|
|
|||
Net other expenses from managed and franchised properties
|
(85
|
)
|
|
(172
|
)
|
|
(12
|
)
|
|||
Depreciation and amortization
|
(325
|
)
|
|
(336
|
)
|
|
(353
|
)
|
|||
General and administrative
|
(443
|
)
|
|
(439
|
)
|
|
(409
|
)
|
|||
Gain on sales of assets, net
|
—
|
|
|
—
|
|
|
8
|
|
|||
Operating income
|
1,432
|
|
|
1,132
|
|
|
868
|
|
|||
Interest expense
|
(371
|
)
|
|
(351
|
)
|
|
(334
|
)
|
|||
Gain (loss) on foreign currency transactions
|
(11
|
)
|
|
3
|
|
|
(16
|
)
|
|||
Loss on debt extinguishment
|
—
|
|
|
(60
|
)
|
|
—
|
|
|||
Other non-operating income, net
|
28
|
|
|
29
|
|
|
22
|
|
|||
Income from continuing operations before income taxes
|
$
|
1,078
|
|
|
$
|
753
|
|
|
$
|
540
|
|
(1)
|
Includes management, royalty and IP fees charged to our ownership segment by our management and franchise segment, which were eliminated in our consolidated statements of operations.
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(in millions)
|
||||||
Management and franchise
|
$
|
11,362
|
|
|
$
|
11,505
|
|
Ownership
|
927
|
|
|
964
|
|
||
Corporate and other
|
1,706
|
|
|
1,759
|
|
||
|
$
|
13,995
|
|
|
$
|
14,228
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Ownership
|
$
|
42
|
|
|
$
|
32
|
|
|
$
|
45
|
|
Corporate and other
|
30
|
|
|
26
|
|
|
17
|
|
|||
|
$
|
72
|
|
|
$
|
58
|
|
|
$
|
62
|
|
•
|
In 2017, we had non-cash financing activities of
$25 million
in connection with the spin-offs.
|
•
|
In 2016, we transferred
$116 million
of Park's property and equipment to HGV's timeshare inventory for conversion into timeshare units.
|
|
December 31, 2018
|
||||||||||||||||||||||||||
Parent
|
|
HWF Issuers
|
|
HOC
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
|||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
17
|
|
|
$
|
383
|
|
|
$
|
—
|
|
|
$
|
403
|
|
Restricted cash and cash equivalents
|
—
|
|
|
—
|
|
|
34
|
|
|
15
|
|
|
32
|
|
|
—
|
|
|
81
|
|
|||||||
Accounts receivable, net
|
—
|
|
|
—
|
|
|
10
|
|
|
735
|
|
|
405
|
|
|
—
|
|
|
1,150
|
|
|||||||
Intercompany receivables
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40
|
|
|
(40
|
)
|
|
—
|
|
|||||||
Prepaid expenses
|
—
|
|
|
—
|
|
|
52
|
|
|
37
|
|
|
80
|
|
|
(9
|
)
|
|
160
|
|
|||||||
Income taxes receivable
|
—
|
|
|
—
|
|
|
—
|
|
|
23
|
|
|
—
|
|
|
(3
|
)
|
|
20
|
|
|||||||
Other
|
—
|
|
|
1
|
|
|
1
|
|
|
13
|
|
|
154
|
|
|
—
|
|
|
169
|
|
|||||||
Total current assets
|
—
|
|
|
1
|
|
|
100
|
|
|
840
|
|
|
1,094
|
|
|
(52
|
)
|
|
1,983
|
|
|||||||
Intangibles and Other Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Investments in subsidiaries
|
557
|
|
|
5,131
|
|
|
7,930
|
|
|
557
|
|
|
—
|
|
|
(14,175
|
)
|
|
—
|
|
|||||||
Goodwill
|
—
|
|
|
—
|
|
|
—
|
|
|
3,824
|
|
|
1,336
|
|
|
—
|
|
|
5,160
|
|
|||||||
Brands
|
—
|
|
|
—
|
|
|
—
|
|
|
4,404
|
|
|
465
|
|
|
—
|
|
|
4,869
|
|
|||||||
Management and franchise contracts, net
|
—
|
|
|
—
|
|
|
—
|
|
|
556
|
|
|
316
|
|
|
—
|
|
|
872
|
|
|||||||
Other intangible assets, net
|
—
|
|
|
—
|
|
|
—
|
|
|
287
|
|
|
128
|
|
|
—
|
|
|
415
|
|
|||||||
Property and equipment, net
|
—
|
|
|
—
|
|
|
27
|
|
|
65
|
|
|
275
|
|
|
—
|
|
|
367
|
|
|||||||
Deferred income tax assets
|
4
|
|
|
—
|
|
|
94
|
|
|
—
|
|
|
90
|
|
|
(98
|
)
|
|
90
|
|
|||||||
Other
|
—
|
|
|
23
|
|
|
33
|
|
|
22
|
|
|
161
|
|
|
—
|
|
|
239
|
|
|||||||
Total intangibles and other assets
|
561
|
|
|
5,154
|
|
|
8,084
|
|
|
9,715
|
|
|
2,771
|
|
|
(14,273
|
)
|
|
12,012
|
|
|||||||
TOTAL ASSETS
|
$
|
561
|
|
|
$
|
5,155
|
|
|
$
|
8,184
|
|
|
$
|
10,555
|
|
|
$
|
3,865
|
|
|
$
|
(14,325
|
)
|
|
$
|
13,995
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Accounts payable, accrued expenses and other
|
$
|
10
|
|
|
$
|
19
|
|
|
$
|
229
|
|
|
$
|
529
|
|
|
$
|
743
|
|
|
$
|
—
|
|
|
$
|
1,530
|
|
Current portion of deferred revenues
|
—
|
|
|
—
|
|
|
106
|
|
|
239
|
|
|
14
|
|
|
(9
|
)
|
|
350
|
|
|||||||
Intercompany payables
|
—
|
|
|
—
|
|
|
40
|
|
|
—
|
|
|
—
|
|
|
(40
|
)
|
|
—
|
|
|||||||
Current maturities of long-term debt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|
—
|
|
|
16
|
|
|||||||
Income taxes payable
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22
|
|
|
(3
|
)
|
|
19
|
|
|||||||
Current portion of liability for guest loyalty program
|
—
|
|
|
—
|
|
|
—
|
|
|
700
|
|
|
—
|
|
|
—
|
|
|
700
|
|
|||||||
Total current liabilities
|
10
|
|
|
19
|
|
|
375
|
|
|
1,468
|
|
|
795
|
|
|
(52
|
)
|
|
2,615
|
|
|||||||
Long-term debt
|
—
|
|
|
4,573
|
|
|
2,467
|
|
|
—
|
|
|
226
|
|
|
—
|
|
|
7,266
|
|
|||||||
Deferred revenues
|
—
|
|
|
—
|
|
|
—
|
|
|
762
|
|
|
64
|
|
|
—
|
|
|
826
|
|
|||||||
Deferred income tax liabilities
|
—
|
|
|
6
|
|
|
—
|
|
|
962
|
|
|
28
|
|
|
(98
|
)
|
|
898
|
|
|||||||
Liability for guest loyalty program
|
—
|
|
|
—
|
|
|
—
|
|
|
969
|
|
|
—
|
|
|
—
|
|
|
969
|
|
|||||||
Other
|
—
|
|
|
—
|
|
|
211
|
|
|
93
|
|
|
559
|
|
|
—
|
|
|
863
|
|
|||||||
Total liabilities
|
10
|
|
|
4,598
|
|
|
3,053
|
|
|
4,254
|
|
|
1,672
|
|
|
(150
|
)
|
|
13,437
|
|
|||||||
Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Total Hilton stockholders' equity
|
551
|
|
|
557
|
|
|
5,131
|
|
|
6,301
|
|
|
2,186
|
|
|
(14,175
|
)
|
|
551
|
|
|||||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
|||||||
Total equity
|
551
|
|
|
557
|
|
|
5,131
|
|
|
6,301
|
|
|
2,193
|
|
|
(14,175
|
)
|
|
558
|
|
|||||||
TOTAL LIABILITIES AND EQUITY
|
$
|
561
|
|
|
$
|
5,155
|
|
|
$
|
8,184
|
|
|
$
|
10,555
|
|
|
$
|
3,865
|
|
|
$
|
(14,325
|
)
|
|
$
|
13,995
|
|
|
December 31, 2017
|
||||||||||||||||||||||||||
Parent
|
|
HWF Issuers
|
|
HOC
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
|||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
18
|
|
|
$
|
550
|
|
|
$
|
—
|
|
|
$
|
570
|
|
Restricted cash and cash equivalents
|
—
|
|
|
—
|
|
|
61
|
|
|
10
|
|
|
29
|
|
|
—
|
|
|
100
|
|
|||||||
Accounts receivable, net
|
—
|
|
|
—
|
|
|
18
|
|
|
712
|
|
|
275
|
|
|
—
|
|
|
1,005
|
|
|||||||
Intercompany receivables
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40
|
|
|
(40
|
)
|
|
—
|
|
|||||||
Prepaid expenses
|
—
|
|
|
—
|
|
|
25
|
|
|
24
|
|
|
84
|
|
|
(6
|
)
|
|
127
|
|
|||||||
Income taxes receivable
|
—
|
|
|
—
|
|
|
—
|
|
|
60
|
|
|
—
|
|
|
(24
|
)
|
|
36
|
|
|||||||
Other
|
—
|
|
|
—
|
|
|
1
|
|
|
13
|
|
|
155
|
|
|
—
|
|
|
169
|
|
|||||||
Total current assets
|
—
|
|
|
—
|
|
|
107
|
|
|
837
|
|
|
1,133
|
|
|
(70
|
)
|
|
2,007
|
|
|||||||
Intangibles and Other Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Investments in subsidiaries
|
1,697
|
|
|
7,067
|
|
|
8,326
|
|
|
1,697
|
|
|
—
|
|
|
(18,787
|
)
|
|
—
|
|
|||||||
Goodwill
|
—
|
|
|
—
|
|
|
—
|
|
|
3,824
|
|
|
1,366
|
|
|
—
|
|
|
5,190
|
|
|||||||
Brands
|
—
|
|
|
—
|
|
|
—
|
|
|
4,405
|
|
|
485
|
|
|
—
|
|
|
4,890
|
|
|||||||
Management and franchise contracts, net
|
—
|
|
|
—
|
|
|
2
|
|
|
645
|
|
|
306
|
|
|
—
|
|
|
953
|
|
|||||||
Other intangible assets, net
|
—
|
|
|
—
|
|
|
1
|
|
|
283
|
|
|
149
|
|
|
—
|
|
|
433
|
|
|||||||
Property and equipment, net
|
—
|
|
|
—
|
|
|
20
|
|
|
67
|
|
|
266
|
|
|
—
|
|
|
353
|
|
|||||||
Deferred income tax assets
|
6
|
|
|
—
|
|
|
104
|
|
|
—
|
|
|
127
|
|
|
(126
|
)
|
|
111
|
|
|||||||
Other
|
—
|
|
|
20
|
|
|
32
|
|
|
67
|
|
|
172
|
|
|
—
|
|
|
291
|
|
|||||||
Total intangibles and other assets
|
1,703
|
|
|
7,087
|
|
|
8,485
|
|
|
10,988
|
|
|
2,871
|
|
|
(18,913
|
)
|
|
12,221
|
|
|||||||
TOTAL ASSETS
|
$
|
1,703
|
|
|
$
|
7,087
|
|
|
$
|
8,592
|
|
|
$
|
11,825
|
|
|
$
|
4,004
|
|
|
$
|
(18,983
|
)
|
|
$
|
14,228
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Accounts payable, accrued expenses and other
|
$
|
15
|
|
|
$
|
20
|
|
|
$
|
184
|
|
|
$
|
576
|
|
|
$
|
624
|
|
|
$
|
(3
|
)
|
|
$
|
1,416
|
|
Current portion of deferred revenues
|
—
|
|
|
—
|
|
|
90
|
|
|
266
|
|
|
13
|
|
|
(3
|
)
|
|
366
|
|
|||||||
Intercompany payables
|
—
|
|
|
—
|
|
|
40
|
|
|
—
|
|
|
—
|
|
|
(40
|
)
|
|
—
|
|
|||||||
Current maturities of long-term debt
|
—
|
|
|
32
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
—
|
|
|
46
|
|
|||||||
Income taxes payable
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
36
|
|
|
(24
|
)
|
|
12
|
|
|||||||
Current portion of liability for guest loyalty program
|
—
|
|
|
—
|
|
|
—
|
|
|
622
|
|
|
—
|
|
|
—
|
|
|
622
|
|
|||||||
Total current liabilities
|
15
|
|
|
52
|
|
|
314
|
|
|
1,464
|
|
|
687
|
|
|
(70
|
)
|
|
2,462
|
|
|||||||
Long-term debt
|
—
|
|
|
5,333
|
|
|
983
|
|
|
—
|
|
|
240
|
|
|
—
|
|
|
6,556
|
|
|||||||
Deferred revenues
|
—
|
|
|
—
|
|
|
—
|
|
|
770
|
|
|
59
|
|
|
—
|
|
|
829
|
|
|||||||
Deferred income tax liabilities
|
—
|
|
|
5
|
|
|
—
|
|
|
1,052
|
|
|
—
|
|
|
(126
|
)
|
|
931
|
|
|||||||
Liability for guest loyalty program
|
—
|
|
|
—
|
|
|
—
|
|
|
839
|
|
|
—
|
|
|
—
|
|
|
839
|
|
|||||||
Other
|
—
|
|
|
—
|
|
|
228
|
|
|
64
|
|
|
628
|
|
|
—
|
|
|
920
|
|
|||||||
Total liabilities
|
15
|
|
|
5,390
|
|
|
1,525
|
|
|
4,189
|
|
|
1,614
|
|
|
(196
|
)
|
|
12,537
|
|
|||||||
Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Total Hilton stockholders' equity
|
1,688
|
|
|
1,697
|
|
|
7,067
|
|
|
7,636
|
|
|
2,387
|
|
|
(18,787
|
)
|
|
1,688
|
|
|||||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|||||||
Total equity
|
1,688
|
|
|
1,697
|
|
|
7,067
|
|
|
7,636
|
|
|
2,390
|
|
|
(18,787
|
)
|
|
1,691
|
|
|||||||
TOTAL LIABILITIES AND EQUITY
|
$
|
1,703
|
|
|
$
|
7,087
|
|
|
$
|
8,592
|
|
|
$
|
11,825
|
|
|
$
|
4,004
|
|
|
$
|
(18,983
|
)
|
|
$
|
14,228
|
|
|
Year Ended December 31, 2018
|
||||||||||||||||||||||||||
|
Parent
|
|
HWF Issuers
|
|
HOC
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Franchise and licensing fees
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
227
|
|
|
$
|
1,182
|
|
|
$
|
139
|
|
|
$
|
(18
|
)
|
|
$
|
1,530
|
|
Base and other management fees
|
—
|
|
|
—
|
|
|
1
|
|
|
205
|
|
|
115
|
|
|
—
|
|
|
321
|
|
|||||||
Incentive management fees
|
—
|
|
|
—
|
|
|
—
|
|
|
78
|
|
|
157
|
|
|
—
|
|
|
235
|
|
|||||||
Owned and leased hotels
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,484
|
|
|
—
|
|
|
1,484
|
|
|||||||
Other revenues
|
—
|
|
|
—
|
|
|
6
|
|
|
81
|
|
|
11
|
|
|
—
|
|
|
98
|
|
|||||||
|
—
|
|
|
—
|
|
|
234
|
|
|
1,546
|
|
|
1,906
|
|
|
(18
|
)
|
|
3,668
|
|
|||||||
Other revenues from managed and franchised properties
|
—
|
|
|
—
|
|
|
245
|
|
|
4,376
|
|
|
617
|
|
|
—
|
|
|
5,238
|
|
|||||||
Total revenues
|
—
|
|
|
—
|
|
|
479
|
|
|
5,922
|
|
|
2,523
|
|
|
(18
|
)
|
|
8,906
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Owned and leased hotels
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,332
|
|
|
—
|
|
|
1,332
|
|
|||||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
6
|
|
|
237
|
|
|
82
|
|
|
—
|
|
|
325
|
|
|||||||
General and administrative
|
—
|
|
|
—
|
|
|
323
|
|
|
—
|
|
|
130
|
|
|
(10
|
)
|
|
443
|
|
|||||||
Other expenses
|
—
|
|
|
—
|
|
|
7
|
|
|
22
|
|
|
30
|
|
|
(8
|
)
|
|
51
|
|
|||||||
|
—
|
|
|
—
|
|
|
336
|
|
|
259
|
|
|
1,574
|
|
|
(18
|
)
|
|
2,151
|
|
|||||||
Other expenses from managed and franchised properties
|
—
|
|
|
—
|
|
|
236
|
|
|
4,466
|
|
|
621
|
|
|
—
|
|
|
5,323
|
|
|||||||
Total expenses
|
—
|
|
|
—
|
|
|
572
|
|
|
4,725
|
|
|
2,195
|
|
|
(18
|
)
|
|
7,474
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating income (loss)
|
—
|
|
|
—
|
|
|
(93
|
)
|
|
1,197
|
|
|
328
|
|
|
—
|
|
|
1,432
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Interest expense
|
—
|
|
|
(227
|
)
|
|
(106
|
)
|
|
—
|
|
|
(38
|
)
|
|
—
|
|
|
(371
|
)
|
|||||||
Gain (loss) on foreign currency transactions
|
—
|
|
|
—
|
|
|
4
|
|
|
84
|
|
|
(99
|
)
|
|
—
|
|
|
(11
|
)
|
|||||||
Other non-operating income (loss), net
|
—
|
|
|
(9
|
)
|
|
3
|
|
|
16
|
|
|
18
|
|
|
—
|
|
|
28
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Income (loss) before income taxes and equity in earnings from subsidiaries
|
—
|
|
|
(236
|
)
|
|
(192
|
)
|
|
1,297
|
|
|
209
|
|
|
—
|
|
|
1,078
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Income tax benefit (expense)
|
—
|
|
|
57
|
|
|
39
|
|
|
(309
|
)
|
|
(96
|
)
|
|
—
|
|
|
(309
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Income (loss) before equity in earnings from subsidiaries
|
—
|
|
|
(179
|
)
|
|
(153
|
)
|
|
988
|
|
|
113
|
|
|
—
|
|
|
769
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Equity in earnings from subsidiaries
|
764
|
|
|
943
|
|
|
1,096
|
|
|
764
|
|
|
—
|
|
|
(3,567
|
)
|
|
—
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net income
|
764
|
|
|
764
|
|
|
943
|
|
|
1,752
|
|
|
113
|
|
|
(3,567
|
)
|
|
769
|
|
|||||||
Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
|||||||
Net income attributable to Hilton stockholders
|
$
|
764
|
|
|
$
|
764
|
|
|
$
|
943
|
|
|
$
|
1,752
|
|
|
$
|
108
|
|
|
$
|
(3,567
|
)
|
|
$
|
764
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Comprehensive income
|
$
|
707
|
|
|
$
|
784
|
|
|
$
|
932
|
|
|
$
|
1,751
|
|
|
$
|
48
|
|
|
$
|
(3,510
|
)
|
|
$
|
712
|
|
Comprehensive income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
|||||||
Comprehensive income attributable to Hilton stockholders
|
$
|
707
|
|
|
$
|
784
|
|
|
$
|
932
|
|
|
$
|
1,751
|
|
|
$
|
43
|
|
|
$
|
(3,510
|
)
|
|
$
|
707
|
|
|
Year Ended December 31, 2017
|
||||||||||||||||||||||||||
|
Parent
|
|
HWF Issuers
|
|
HOC
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Franchise and licensing fees
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
143
|
|
|
$
|
1,077
|
|
|
$
|
118
|
|
|
$
|
(17
|
)
|
|
$
|
1,321
|
|
Base and other management fees
|
—
|
|
|
—
|
|
|
1
|
|
|
195
|
|
|
128
|
|
|
—
|
|
|
324
|
|
|||||||
Incentive management fees
|
—
|
|
|
—
|
|
|
—
|
|
|
76
|
|
|
146
|
|
|
—
|
|
|
222
|
|
|||||||
Owned and leased hotels
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,432
|
|
|
—
|
|
|
1,432
|
|
|||||||
Other revenues
|
—
|
|
|
—
|
|
|
31
|
|
|
70
|
|
|
11
|
|
|
(7
|
)
|
|
105
|
|
|||||||
|
—
|
|
|
—
|
|
|
175
|
|
|
1,418
|
|
|
1,835
|
|
|
(24
|
)
|
|
3,404
|
|
|||||||
Other revenues from managed and franchised properties
|
—
|
|
|
—
|
|
|
159
|
|
|
3,986
|
|
|
582
|
|
|
—
|
|
|
4,727
|
|
|||||||
Total revenues
|
—
|
|
|
—
|
|
|
334
|
|
|
5,404
|
|
|
2,417
|
|
|
(24
|
)
|
|
8,131
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Owned and leased hotels
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,269
|
|
|
—
|
|
|
1,269
|
|
|||||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
5
|
|
|
242
|
|
|
89
|
|
|
—
|
|
|
336
|
|
|||||||
General and administrative
|
—
|
|
|
—
|
|
|
327
|
|
|
—
|
|
|
118
|
|
|
(6
|
)
|
|
439
|
|
|||||||
Other expenses
|
—
|
|
|
—
|
|
|
17
|
|
|
29
|
|
|
27
|
|
|
(17
|
)
|
|
56
|
|
|||||||
|
—
|
|
|
—
|
|
|
349
|
|
|
271
|
|
|
1,503
|
|
|
(23
|
)
|
|
2,100
|
|
|||||||
Other expenses from managed and franchised properties
|
—
|
|
|
—
|
|
|
147
|
|
|
4,147
|
|
|
605
|
|
|
—
|
|
|
4,899
|
|
|||||||
Total expenses
|
—
|
|
|
—
|
|
|
496
|
|
|
4,418
|
|
|
2,108
|
|
|
(23
|
)
|
|
6,999
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Gain (loss) on sales of assets, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
1
|
|
|
—
|
|
|
—
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating income (loss)
|
—
|
|
|
—
|
|
|
(162
|
)
|
|
985
|
|
|
310
|
|
|
(1
|
)
|
|
1,132
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Interest expense
|
—
|
|
|
(244
|
)
|
|
(61
|
)
|
|
—
|
|
|
(47
|
)
|
|
1
|
|
|
(351
|
)
|
|||||||
Gain (loss) on foreign currency transactions
|
—
|
|
|
—
|
|
|
10
|
|
|
124
|
|
|
(131
|
)
|
|
—
|
|
|
3
|
|
|||||||
Loss on debt extinguishment
|
—
|
|
|
(60
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(60
|
)
|
|||||||
Other non-operating income (loss), net
|
—
|
|
|
(3
|
)
|
|
4
|
|
|
7
|
|
|
21
|
|
|
—
|
|
|
29
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Income (loss) before income taxes and equity in earnings from subsidiaries
|
—
|
|
|
(307
|
)
|
|
(209
|
)
|
|
1,116
|
|
|
153
|
|
|
—
|
|
|
753
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Income tax benefit (expense)
|
(3
|
)
|
|
122
|
|
|
26
|
|
|
89
|
|
|
102
|
|
|
—
|
|
|
336
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Income (loss) before equity in earnings from subsidiaries
|
(3
|
)
|
|
(185
|
)
|
|
(183
|
)
|
|
1,205
|
|
|
255
|
|
|
—
|
|
|
1,089
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Equity in earnings from subsidiaries
|
1,087
|
|
|
1,272
|
|
|
1,455
|
|
|
1,087
|
|
|
—
|
|
|
(4,901
|
)
|
|
—
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net income
|
1,084
|
|
|
1,087
|
|
|
1,272
|
|
|
2,292
|
|
|
255
|
|
|
(4,901
|
)
|
|
1,089
|
|
|||||||
Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
|||||||
Net income attributable to Hilton stockholders
|
$
|
1,084
|
|
|
$
|
1,087
|
|
|
$
|
1,272
|
|
|
$
|
2,292
|
|
|
$
|
250
|
|
|
$
|
(4,901
|
)
|
|
$
|
1,084
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Comprehensive income
|
$
|
1,281
|
|
|
$
|
1,101
|
|
|
$
|
1,288
|
|
|
$
|
2,295
|
|
|
$
|
419
|
|
|
$
|
(5,098
|
)
|
|
$
|
1,286
|
|
Comprehensive income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
|||||||
Comprehensive income attributable to Hilton stockholders
|
$
|
1,281
|
|
|
$
|
1,101
|
|
|
$
|
1,288
|
|
|
$
|
2,295
|
|
|
$
|
414
|
|
|
$
|
(5,098
|
)
|
|
$
|
1,281
|
|
|
Year Ended December 31, 2016
|
||||||||||||||||||||||||||
|
Parent
|
|
HWF Issuers
|
|
HOC
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Franchise and licensing fees
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
21
|
|
|
$
|
974
|
|
|
$
|
106
|
|
|
$
|
(10
|
)
|
|
$
|
1,091
|
|
Base and other management fees
|
—
|
|
|
—
|
|
|
—
|
|
|
122
|
|
|
108
|
|
|
—
|
|
|
230
|
|
|||||||
Incentive management fees
|
—
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|
126
|
|
|
—
|
|
|
142
|
|
|||||||
Owned and leased hotels
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,434
|
|
|
—
|
|
|
1,434
|
|
|||||||
Other revenues
|
—
|
|
|
—
|
|
|
10
|
|
|
61
|
|
|
11
|
|
|
—
|
|
|
82
|
|
|||||||
|
—
|
|
|
—
|
|
|
31
|
|
|
1,173
|
|
|
1,785
|
|
|
(10
|
)
|
|
2,979
|
|
|||||||
Other revenues from managed and franchised properties
|
—
|
|
|
—
|
|
|
32
|
|
|
3,053
|
|
|
512
|
|
|
—
|
|
|
3,597
|
|
|||||||
Total revenues
|
—
|
|
|
—
|
|
|
63
|
|
|
4,226
|
|
|
2,297
|
|
|
(10
|
)
|
|
6,576
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Owned and leased hotels
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,279
|
|
|
—
|
|
|
1,279
|
|
|||||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
1
|
|
|
266
|
|
|
86
|
|
|
—
|
|
|
353
|
|
|||||||
General and administrative
|
—
|
|
|
—
|
|
|
90
|
|
|
203
|
|
|
116
|
|
|
—
|
|
|
409
|
|
|||||||
Other expenses
|
—
|
|
|
—
|
|
|
1
|
|
|
31
|
|
|
44
|
|
|
(10
|
)
|
|
66
|
|
|||||||
|
—
|
|
|
—
|
|
|
92
|
|
|
500
|
|
|
1,525
|
|
|
(10
|
)
|
|
2,107
|
|
|||||||
Other expenses from managed and franchised properties
|
—
|
|
|
—
|
|
|
32
|
|
|
3,083
|
|
|
494
|
|
|
—
|
|
|
3,609
|
|
|||||||
Total expenses
|
—
|
|
|
—
|
|
|
124
|
|
|
3,583
|
|
|
2,019
|
|
|
(10
|
)
|
|
5,716
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Gain on sales of assets, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
8
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating income (loss)
|
—
|
|
|
—
|
|
|
(61
|
)
|
|
643
|
|
|
286
|
|
|
—
|
|
|
868
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Interest expense
|
—
|
|
|
(261
|
)
|
|
(14
|
)
|
|
(12
|
)
|
|
(47
|
)
|
|
—
|
|
|
(334
|
)
|
|||||||
Gain (loss) on foreign currency transactions
|
—
|
|
|
—
|
|
|
11
|
|
|
(150
|
)
|
|
123
|
|
|
—
|
|
|
(16
|
)
|
|||||||
Other non-operating income, net
|
—
|
|
|
1
|
|
|
1
|
|
|
7
|
|
|
13
|
|
|
—
|
|
|
22
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Income (loss) from continuing operations before income taxes and equity in losses from subsidiaries
|
—
|
|
|
(260
|
)
|
|
(63
|
)
|
|
488
|
|
|
375
|
|
|
—
|
|
|
540
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Income tax benefit (expense)
|
193
|
|
|
100
|
|
|
26
|
|
|
(297
|
)
|
|
(579
|
)
|
|
—
|
|
|
(557
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Income (loss) from continuing operations before equity in losses from subsidiaries
|
193
|
|
|
(160
|
)
|
|
(37
|
)
|
|
191
|
|
|
(204
|
)
|
|
—
|
|
|
(17
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Equity in losses from subsidiaries
|
(220
|
)
|
|
(60
|
)
|
|
(23
|
)
|
|
(220
|
)
|
|
—
|
|
|
523
|
|
|
—
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Loss from continuing operations, net of taxes
|
(27
|
)
|
|
(220
|
)
|
|
(60
|
)
|
|
(29
|
)
|
|
(204
|
)
|
|
523
|
|
|
(17
|
)
|
|||||||
Income from discontinued operations, net of taxes
|
365
|
|
|
365
|
|
|
365
|
|
|
426
|
|
|
375
|
|
|
(1,525
|
)
|
|
371
|
|
|||||||
Net income
|
338
|
|
|
145
|
|
|
305
|
|
|
397
|
|
|
171
|
|
|
(1,002
|
)
|
|
354
|
|
|||||||
Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16
|
)
|
|
—
|
|
|
(16
|
)
|
|||||||
Net income attributable to Hilton stockholders
|
$
|
338
|
|
|
$
|
145
|
|
|
$
|
305
|
|
|
$
|
397
|
|
|
$
|
155
|
|
|
$
|
(1,002
|
)
|
|
$
|
338
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Comprehensive income
|
$
|
121
|
|
|
$
|
143
|
|
|
$
|
310
|
|
|
$
|
326
|
|
|
$
|
21
|
|
|
$
|
(785
|
)
|
|
$
|
136
|
|
Comprehensive income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15
|
)
|
|
—
|
|
|
(15
|
)
|
|||||||
Comprehensive income attributable to Hilton stockholders
|
$
|
121
|
|
|
$
|
143
|
|
|
$
|
310
|
|
|
$
|
326
|
|
|
$
|
6
|
|
|
$
|
(785
|
)
|
|
$
|
121
|
|
|
Year Ended December 31, 2018
|
||||||||||||||||||||||||||
|
Parent
|
|
HWF Issuers
|
|
HOC
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||
Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net cash provided by (used in) operating activities
|
$
|
—
|
|
|
$
|
(185
|
)
|
|
$
|
(8
|
)
|
|
$
|
1,267
|
|
|
$
|
181
|
|
|
$
|
—
|
|
|
$
|
1,255
|
|
Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Capital expenditures for property and equipment
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
(7
|
)
|
|
(56
|
)
|
|
—
|
|
|
(72
|
)
|
|||||||
Payments received on other financing receivables
|
—
|
|
|
—
|
|
|
—
|
|
|
49
|
|
|
1
|
|
|
—
|
|
|
50
|
|
|||||||
Capitalized software costs
|
—
|
|
|
—
|
|
|
—
|
|
|
(87
|
)
|
|
—
|
|
|
—
|
|
|
(87
|
)
|
|||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
(16
|
)
|
|
—
|
|
|
(22
|
)
|
|||||||
Net cash used in investing activities
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
(51
|
)
|
|
(71
|
)
|
|
—
|
|
|
(131
|
)
|
|||||||
Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Borrowings
|
—
|
|
|
175
|
|
|
1,500
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1,676
|
|
|||||||
Repayment of debt
|
—
|
|
|
(985
|
)
|
|
—
|
|
|
—
|
|
|
(20
|
)
|
|
—
|
|
|
(1,005
|
)
|
|||||||
Debt issuance costs
|
—
|
|
|
—
|
|
|
(21
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21
|
)
|
|||||||
Intercompany transfers
|
1,902
|
|
|
995
|
|
|
(1,444
|
)
|
|
(1,209
|
)
|
|
(244
|
)
|
|
—
|
|
|
—
|
|
|||||||
Dividends paid
|
(181
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(181
|
)
|
|||||||
Repurchases of common stock
|
(1,721
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,721
|
)
|
|||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||||||
Tax withholdings on share-based compensation
|
—
|
|
|
—
|
|
|
(44
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(44
|
)
|
|||||||
Acquisition of noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|||||||
Net cash provided by (used in) financing activities
|
—
|
|
|
185
|
|
|
(9
|
)
|
|
(1,212
|
)
|
|
(264
|
)
|
|
—
|
|
|
(1,300
|
)
|
|||||||
Effect of exchange rate changes on cash, restricted cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
(10
|
)
|
|||||||
Net increase (decrease) in cash, restricted cash and cash equivalents
|
—
|
|
|
—
|
|
|
(26
|
)
|
|
4
|
|
|
(164
|
)
|
|
—
|
|
|
(186
|
)
|
|||||||
Cash, restricted cash and cash equivalents,
beginning of period
|
—
|
|
|
—
|
|
|
63
|
|
|
28
|
|
|
579
|
|
|
—
|
|
|
670
|
|
|||||||
Cash, restricted cash and cash equivalents,
end of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
37
|
|
|
$
|
32
|
|
|
$
|
415
|
|
|
$
|
—
|
|
|
$
|
484
|
|
|
Year Ended December 31, 2017
|
||||||||||||||||||||||||||
|
Parent
|
|
HWF Issuers
|
|
HOC
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||
Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net cash provided by (used in) operating activities
|
$
|
—
|
|
|
$
|
(113
|
)
|
|
$
|
(103
|
)
|
|
$
|
950
|
|
|
$
|
285
|
|
|
$
|
(170
|
)
|
|
$
|
849
|
|
Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Capital expenditures for property and equipment
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
(12
|
)
|
|
(34
|
)
|
|
—
|
|
|
(58
|
)
|
|||||||
Payments received on other financing receivables
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|||||||
Capitalized software costs
|
—
|
|
|
—
|
|
|
—
|
|
|
(75
|
)
|
|
—
|
|
|
—
|
|
|
(75
|
)
|
|||||||
Other
|
—
|
|
|
(13
|
)
|
|
—
|
|
|
(8
|
)
|
|
3
|
|
|
(3
|
)
|
|
(21
|
)
|
|||||||
Net cash used in investing activities
|
—
|
|
|
(13
|
)
|
|
(12
|
)
|
|
(88
|
)
|
|
(31
|
)
|
|
(3
|
)
|
|
(147
|
)
|
|||||||
Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Borrowings
|
—
|
|
|
1,822
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
1,824
|
|
|||||||
Repayment of debt
|
—
|
|
|
(1,852
|
)
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
(1,860
|
)
|
|||||||
Debt issuance costs and redemption premium
|
—
|
|
|
(69
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(69
|
)
|
|||||||
Repayment of intercompany borrowings
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|||||||
Intercompany transfers
|
1,086
|
|
|
225
|
|
|
122
|
|
|
(865
|
)
|
|
(568
|
)
|
|
—
|
|
|
—
|
|
|||||||
Dividends paid
|
(195
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(195
|
)
|
|||||||
Intercompany dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(170
|
)
|
|
170
|
|
|
—
|
|
|||||||
Cash transferred in spin-offs of Park and HGV
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(501
|
)
|
|
—
|
|
|
(501
|
)
|
|||||||
Repurchases of common stock
|
(891
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(891
|
)
|
|||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||||||
Tax withholdings on share-based compensation
|
—
|
|
|
—
|
|
|
(31
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(31
|
)
|
|||||||
Net cash provided by (used in) financing activities
|
—
|
|
|
126
|
|
|
88
|
|
|
(865
|
)
|
|
(1,246
|
)
|
|
173
|
|
|
(1,724
|
)
|
|||||||
Effect of exchange rate changes on cash, restricted cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
8
|
|
|||||||
Net decrease in cash, restricted cash and cash equivalents
|
—
|
|
|
—
|
|
|
(27
|
)
|
|
(3
|
)
|
|
(984
|
)
|
|
—
|
|
|
(1,014
|
)
|
|||||||
Cash, restricted cash and cash equivalents from continuing operations, beginning of period
|
—
|
|
|
—
|
|
|
90
|
|
|
31
|
|
|
1,062
|
|
|
—
|
|
|
1,183
|
|
|||||||
Cash, restricted cash and cash equivalents from discontinued operations, beginning of period
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
501
|
|
|
—
|
|
|
501
|
|
|||||||
Cash, restricted cash and cash equivalents,
beginning of period
|
—
|
|
|
—
|
|
|
90
|
|
|
31
|
|
|
1,563
|
|
|
—
|
|
|
1,684
|
|
|||||||
Cash, restricted cash and cash equivalents,
end of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
63
|
|
|
$
|
28
|
|
|
$
|
579
|
|
|
$
|
—
|
|
|
$
|
670
|
|
|
Year Ended December 31, 2016
|
||||||||||||||||||||||||||
|
Parent
|
|
HWF Issuers
|
|
HOC
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||
Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net cash provided by (used in) operating activities
|
$
|
—
|
|
|
$
|
(37
|
)
|
|
$
|
—
|
|
|
$
|
866
|
|
|
$
|
1,086
|
|
|
$
|
(605
|
)
|
|
$
|
1,310
|
|
Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Capital expenditures for property and equipment
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
(308
|
)
|
|
—
|
|
|
(317
|
)
|
|||||||
Payments received on other financing receivables
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
1
|
|
|
—
|
|
|
3
|
|
|||||||
Issuance of intercompany receivables
|
—
|
|
|
—
|
|
|
—
|
|
|
(192
|
)
|
|
(42
|
)
|
|
234
|
|
|
—
|
|
|||||||
Payments received on intercompany receivables
|
—
|
|
|
—
|
|
|
—
|
|
|
192
|
|
|
—
|
|
|
(192
|
)
|
|
—
|
|
|||||||
Capitalized software costs
|
—
|
|
|
—
|
|
|
—
|
|
|
(73
|
)
|
|
(8
|
)
|
|
—
|
|
|
(81
|
)
|
|||||||
Other
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(37
|
)
|
|
15
|
|
|
—
|
|
|
(28
|
)
|
|||||||
Net cash used in investing activities
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(117
|
)
|
|
(342
|
)
|
|
42
|
|
|
(423
|
)
|
|||||||
Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Borrowings
|
—
|
|
|
—
|
|
|
1,000
|
|
|
—
|
|
|
3,715
|
|
|
—
|
|
|
4,715
|
|
|||||||
Repayment of debt
|
—
|
|
|
(266
|
)
|
|
—
|
|
|
—
|
|
|
(4,093
|
)
|
|
—
|
|
|
(4,359
|
)
|
|||||||
Debt issuance costs
|
—
|
|
|
(17
|
)
|
|
(20
|
)
|
|
—
|
|
|
(39
|
)
|
|
—
|
|
|
(76
|
)
|
|||||||
Intercompany borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
42
|
|
|
192
|
|
|
(234
|
)
|
|
—
|
|
|||||||
Repayment of intercompany borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(192
|
)
|
|
192
|
|
|
—
|
|
|||||||
Intercompany transfers
|
277
|
|
|
326
|
|
|
(890
|
)
|
|
(854
|
)
|
|
1,141
|
|
|
—
|
|
|
—
|
|
|||||||
Dividends paid
|
(277
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(277
|
)
|
|||||||
Intercompany dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(605
|
)
|
|
605
|
|
|
—
|
|
|||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32
|
)
|
|
—
|
|
|
(32
|
)
|
|||||||
Tax withholdings on share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
(15
|
)
|
|
—
|
|
|
—
|
|
|
(15
|
)
|
|||||||
Net cash provided by (used in) financing activities
|
—
|
|
|
43
|
|
|
90
|
|
|
(827
|
)
|
|
87
|
|
|
563
|
|
|
(44
|
)
|
|||||||
Effect of exchange rate changes on cash, restricted cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15
|
)
|
|
—
|
|
|
(15
|
)
|
|||||||
Net increase (decrease) in cash, restricted cash and cash equivalents
|
—
|
|
|
—
|
|
|
90
|
|
|
(78
|
)
|
|
816
|
|
|
—
|
|
|
828
|
|
|||||||
Cash, restricted cash and cash equivalents from continuing operations, beginning of period
|
—
|
|
|
—
|
|
|
—
|
|
|
109
|
|
|
524
|
|
|
—
|
|
|
633
|
|
|||||||
Cash, restricted cash and cash equivalents from discontinued operations, beginning of period
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
223
|
|
|
—
|
|
|
223
|
|
|||||||
Cash, restricted cash and cash equivalents,
beginning of period
|
—
|
|
|
—
|
|
|
—
|
|
|
109
|
|
|
747
|
|
|
—
|
|
|
856
|
|
|||||||
Cash, restricted cash and cash equivalents from continuing operations, end of period
|
—
|
|
|
—
|
|
|
90
|
|
|
31
|
|
|
1,062
|
|
|
—
|
|
|
1,183
|
|
|||||||
Cash, restricted cash and cash equivalents from discontinued operations, end of period
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
501
|
|
|
—
|
|
|
501
|
|
|||||||
Cash, restricted cash and cash equivalents, end of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
90
|
|
|
$
|
31
|
|
|
$
|
1,563
|
|
|
$
|
—
|
|
|
$
|
1,684
|
|
|
2018
|
||||||||||||||||||
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
|
Year
|
||||||||||
|
(in millions, except per share data)
|
||||||||||||||||||
Revenues
|
$
|
2,074
|
|
|
$
|
2,291
|
|
|
$
|
2,253
|
|
|
$
|
2,288
|
|
|
$
|
8,906
|
|
Operating income
|
279
|
|
|
406
|
|
|
385
|
|
|
362
|
|
|
1,432
|
|
|||||
Net income
|
163
|
|
|
217
|
|
|
164
|
|
|
225
|
|
|
769
|
|
|||||
Net income attributable to Hilton stockholders
|
161
|
|
|
217
|
|
|
162
|
|
|
224
|
|
|
764
|
|
|||||
Basic earnings per share
(1)
|
$
|
0.51
|
|
|
$
|
0.72
|
|
|
$
|
0.55
|
|
|
$
|
0.76
|
|
|
$
|
2.53
|
|
Diluted earnings per share
(1)
|
$
|
0.51
|
|
|
$
|
0.71
|
|
|
$
|
0.54
|
|
|
$
|
0.75
|
|
|
$
|
2.50
|
|
|
2017
|
||||||||||||||||||
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
|
Year
|
||||||||||
|
(in millions, except per share data)
|
||||||||||||||||||
Revenues
|
$
|
1,896
|
|
|
$
|
2,076
|
|
|
$
|
2,091
|
|
|
$
|
2,068
|
|
|
$
|
8,131
|
|
Operating income
|
217
|
|
|
324
|
|
|
332
|
|
|
259
|
|
|
1,132
|
|
|||||
Net income
|
48
|
|
|
151
|
|
|
160
|
|
|
730
|
|
|
1,089
|
|
|||||
Net income attributable to Hilton stockholders
|
47
|
|
|
150
|
|
|
158
|
|
|
729
|
|
|
1,084
|
|
|||||
Basic earnings per share
(1)
|
$
|
0.14
|
|
|
$
|
0.46
|
|
|
$
|
0.49
|
|
|
$
|
2.29
|
|
|
$
|
3.34
|
|
Diluted earnings per share
(1)
|
$
|
0.14
|
|
|
$
|
0.46
|
|
|
$
|
0.49
|
|
|
$
|
2.27
|
|
|
$
|
3.32
|
|
(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.
|
|
As of December 31, 2018
|
||||||||
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
(1)
|
|
Weighted-average exercise price per share of outstanding options
|
|
Number of securities remaining available for future issuance under equity compensation plan
|
||||
Equity compensation plans approved by stockholders
|
5,841,514
|
|
|
$
|
58.50
|
|
|
16,113,757
|
|
(1)
|
Includes shares issuable upon exercise of stock options and 3,450,224 shares that may be issued upon the vesting of restricted stock units, shares that may be issued upon the vesting of performance shares and director deferred share units and dividend equivalents accrued thereon. The number of shares to be issued in respect of performance shares has been calculated based on the assumption that the maximum levels of performance applicable to the performance shares will be achieved. The restricted stock units, performance shares and deferred share units cannot be exercised for consideration.
|
Exhibit Number
|
|
Exhibit Description
|
2.1
|
|
|
3.1
|
|
|
3.2
|
|
|
3.3
|
|
|
4.1
|
|
|
4.2
|
|
|
4.3
|
|
|
4.4
|
|
|
4.5
|
|
|
4.6
|
|
|
4.7
|
|
|
4.8
|
|
|
4.9
|
|
Exhibit Number
|
|
Exhibit Description
|
4.10
|
|
|
4.11
|
|
|
4.12
|
|
|
4.13
|
|
|
4.14
|
|
|
10.1
|
|
|
10.2
|
|
|
10.3
|
|
|
10.4
|
|
|
10.5
|
|
|
10.6
|
|
|
10.7
|
|
|
10.8
|
|
|
10.9
|
|
Exhibit Number
|
|
Exhibit Description
|
10.10
|
|
|
10.11
|
|
|
10.12
|
|
|
10.13
|
|
|
10.14
|
|
|
10.15
|
|
|
10.16
|
|
|
10.17
|
|
|
10.18
|
|
|
10.19
|
|
|
10.20
|
|
|
10.21
|
|
|
10.22
|
|
|
10.23
|
|
|
10.24
|
|
|
10.25
|
|
|
10.26
|
|
|
10.27
|
|
|
10.28
|
|
|
10.29
|
|
Exhibit Number
|
|
Exhibit Description
|
10.30
|
|
|
10.31
|
|
|
10.32
|
|
|
10.33
|
|
|
10.34
|
|
|
10.35
|
|
|
10.36
|
|
|
10.37
|
|
|
10.38
|
|
|
21.1
|
|
|
23.1
|
|
|
31.1
|
|
|
31.2
|
|
|
32.1
|
|
|
32.2
|
|
|
99.1
|
|
|
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/ Charlene T. Begley
|
|
Director
|
Charlene T. Begley
|
|
|
|
|
|
/s/ Melanie L. Healey
|
|
Director
|
Melanie L. Healey
|
|
|
|
|
|
/s/ Raymond E. Mabus, Jr.
|
|
Director
|
Raymond E. Mabus, 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/ 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)
|
Name
|
Jurisdiction of Incorporation or Organization
|
259 Pitt Street Pty Ltd.
|
Australia
|
3750 Residential Management 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
|
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
|
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
|
Curio Management LLC
|
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
|
DT Management LLC
|
United States
|
DT Real Estate, LLC
|
United States
|
DTM Atlanta/Legacy, Inc.
|
United States
|
DTR FCH Holdings, Inc.
|
United States
|
DTR Houston, Inc.
|
United States
|
Dunkeld Lodges (Management) Limited
|
United Kingdom
|
Embassy Development LLC
|
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
|
Florida Conrad International Corp.
|
United States
|
Grand Hotel Imperial dd
|
Croatia
|
Grundstucksgesellschaft Belvederer Allee Weimar mbH
|
Germany
|
H Alliance, Inc.
|
United States
|
Hampton Inns Management LLC
|
United States
|
Hapeville Investors, LLC
|
United States
|
HBM Global Risk Corporation
|
United States
|
HI Investment (Colombia) EU
|
Colombia
|
HI US Finance LLC
|
United States
|
HIC Dormant Holding LLC
|
United States
|
HIC First LLC
|
United States
|
HIC Gaming Inc.
|
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 Racing Corporation
|
United States
|
HIC Roissy Netherlands BV
|
Netherlands
|
HIC San Pablo Limited, Inc.
|
|
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 (Hellas) Monoprosopi EPE
|
Greece
|
Hilton (Maldives) Private Limited
|
Maldives
|
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 Enternasyonal Otelcilik AS
|
Turkey
|
Hilton Enternasyonal Otelcilik AS - Ankara branch
|
Turkey
|
Hilton Finance (UK) Limited
|
United Kingdom
|
Hilton Franchise Holding LLC
|
United States
|
Hilton Garden Inns Management LLC
|
United States
|
Hilton Hawaii Corporation
|
United States
|
Hilton HHC Limited
|
United Kingdom
|
Hilton HIH Limited
|
United Kingdom
|
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 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 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 (Belgium) BVBA
|
Belgium
|
Hilton International Ecuador LLC
|
United States
|
Hilton International Entities Holding Limited
|
United Kingdom
|
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 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 - 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 LLC
|
United States
|
Hilton International Management (Middle East) Corporation - Ukraine Representative Office
|
Ukraine
|
Hilton International Management LLC (Sri Lanka)
|
Sri Lanka
|
Hilton International Master Holding Limited
|
United Kingdom
|
Hilton International South Africa (PTY) Limited
|
South Africa
|
Hilton International Trinidad Limited
|
Trinidad and Tobago
|
Hilton International Trocadero
|
France
|
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 Mexico Promatora SA de CV
|
Mexico
|
Hilton Munich Airport Hotel Manage GmbH
|
Germany
|
Hilton Nairobi Limited
|
Kenya
|
Hilton NUS HSS, Inc.
|
United States
|
Hilton of Malaysia LLC
|
United States
|
Hilton of Panama Limited
|
Panama
|
Hilton of Spain S.L.
|
Spain
|
Hilton PCB S.a.r.l.
|
Luxembourg
|
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 Supply Management LLC
|
United States
|
Hilton Systems Solutions, LLC
|
United States
|
Hilton Telemarketing LLC
|
United States
|
Hilton Tobago Unlimited
|
Trinidad and Tobago
|
Hilton Travel Services LLC
|
United States
|
Hilton U.S. Finance LLC
|
United States
|
Hilton UK Corporate Director Limited
|
United Kingdom
|
Hilton UK Hotels Limited
|
United Kingdom
|
Hilton UK Manage Limited
|
United Kingdom
|
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 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
|
Hiro Grundstucks GmbH & Co KG
|
Germany
|
HIRO Hotel GmbH & Co KG
|
Germany
|
HIRO Verwaltungs GmbH
|
Germany
|
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 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 V Borrower LLC
|
United States
|
HLT German Manage GmbH
|
Germany
|
HLT German Services GmbH
|
Germany
|
HLT HSM Holding LLC
|
United States
|
HLT HSS Holding LLC
|
United States
|
HLT International Existing Franchise Holding LLC
|
United States
|
HLT International Manage LLC
|
United States
|
HLT JV Acquisition LLC
|
United States
|
HLT Lifestyle International Franchise LLC
|
United States
|
HLT Lifestyle International Franchisor Corporation
|
United States
|
HLT Lifestyle International Manage LLC
|
United States
|
HLT Lifestyle International Management Corporation
|
United States
|
HLT Lifestyle Manage LLC
|
United States
|
HLT London Manage Limited
|
United Kingdom
|
HLT Managed Mezz VI-A LLC
|
United States
|
HLT Managed Mezz VI-B LLC
|
United States
|
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 Owned Mezz VII-A LLC
|
United States
|
HLT Owned Mezz VII-B LLC
|
United States
|
HLT Owned Mezz VII-C LLC
|
United States
|
HLT Owned Mezz VII-D LLC
|
United States
|
HLT Owned Mezz VII-E LLC
|
United States
|
HLT Owned Mezz VII-F LLC
|
United States
|
HLT Owned Mezz VII-G LLC
|
United States
|
HLT Owned Mezz VII-H LLC
|
United States
|
HLT Owned Mezz VII-I LLC
|
United States
|
HLT Owned Mezz VII-J LLC
|
United States
|
HLT Owned Mezz VII-K 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
|
Home2 Management LLC
|
United States
|
Homewood Suites Management LLC
|
United States
|
Hotel Clubs of Corporate Woods, Inc.
|
United States
|
Hotel Corporation of Europe, LLC
|
United States
|
Hotel Corporation of Europe (Milan Branch)
|
Italy
|
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
|
Inhil Cp., Inc.
|
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
|
Livingwell Australia Pty Limited
|
Australia
|
LXR Management 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
|
Mayaguez Hilton LLC
|
United States
|
Mayaguez Hilton Corporation - Puerto Rico branch
|
Puerto Rico
|
MC Treasury Limited
|
United Kingdom
|
Mersin Hilton Enternasyonal Otelcilik AS
|
Turkey
|
Milbuck Holdings, Inc
|
United States
|
Morning Light Co Ltd
|
Mauritius
|
Motto Management LLC
|
United States
|
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
|
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 Parent LLC
|
United States
|
Promus/FCH Condominium Company, L.L.C.
|
United States
|
Promus/FCH Development Company, L.L.C.
|
United States
|
PT Hilton International Manage Indonesia
|
Indonesia
|
PT. Conrad Management Indonesia
|
Indonesia
|
Puckrup Hall Hotel Limited
|
United Kingdom
|
SALC, Inc.
|
United States
|
SALC II LLC
|
United States
|
SALC III LLC
|
United States
|
Servicios y Recursos Administrativos Hoteleros S. de R.L. de C.V.
|
Mexico
|
Signia Hotel Management LLC
|
United States
|
Societe d'Exploitation Hoteliere d'Orly EURL
|
France
|
Societe d'exploitation Hoteliere La defense SAS
|
France
|
Societe de Development Hotel Pointe des Blaguers B.V.
|
Netherlands
|
Splendid Property Company Limited
|
United Kingdom
|
Sunrise Resources (Australia) Pty Ltd
|
Australia
|
Tapestry Management LLC
|
United States
|
Tel Aviv Hilton Limited
|
Israel
|
Thayer Hotel Investors Trust IV
|
United States
|
Tokyo Bay Hilton Co. Ltd
|
Japan
|
Tru Brand Management LLC
|
United States
|
UK Leasing Leicester Limited
|
United Kingdom
|
Vista Real Estate Management Company
|
Egypt
|
1)
|
Registration Statement (Form S-3 No. 333-223730)
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2)
|
Registration Statement (Form S-8 No. 333-192772)
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3)
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Registration Statement (Form S-8 No. 333-218210)
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1.
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I have reviewed this Annual Report on Form 10-K for the fiscal year ended December 31, 2018 of Hilton Worldwide Holdings Inc.;
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2.
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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;
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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:
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/s/ Christopher J. Nassetta
|
|
Christopher J. Nassetta
|
|
President and Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
February 13, 2019
|
1.
|
I have reviewed this Annual Report on Form 10-K for the fiscal year ended December 31, 2018 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 13, 2019
|
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)
|