Delaware
|
7011
|
38-4009972
|
(State or other jurisdiction of
incorporation or organization)
|
(Primary Standard Industrial
Classification Code Number)
|
(I.R.S. Employer
Identification Number)
|
Large accelerated filer
|
☐
|
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☒
|
|
Smaller reporting company
|
☐
|
|
|
|
Emerging growth company
|
☐
|
Title of Each Class of Securities to be Registered
|
Amount to be Registered
|
Proposed Maximum Offering Price Per Note
|
Proposed Maximum Aggregate Offering Price(1)
|
Amount of Registration Fee
|
4.875% Senior Notes due 2030
|
$1,000,000,000
|
100%
|
$1,000,000,000
|
$121,200
|
Guarantees of the 4.875% Senior Notes due 2030(2)
|
N/A(3)
|
(3)
|
(3)
|
(3)
|
(1)
|
Estimated solely for the purpose of calculating the registration fee under Rule 457(f) of the Securities Act of 1933, as amended (the "Securities Act").
|
(2)
|
See inside facing page for table of registrant guarantors.
|
(3)
|
Pursuant to Rule 457(n) under the Securities Act, no separate filing fee is required for the guarantees.
|
Exact Name of Registrant Guarantor
as Specified in its Charter (or Other
Organizational Document)
|
|
State or Other
Jurisdiction of Incorporation or Organization |
|
I.R.S.
Employer Identification Number |
|
Primary
Standard Industrial Classification Code Number |
|
Address, Including Zip Code,
and Telephone Number, Including Area Code, of Registrant Guarantor's Principal Executive Offices |
Destination Resorts LLC
|
|
Arizona
|
|
26-1284226
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Doubletree Hotel Systems LLC
|
|
Arizona
|
|
26-1284504
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Doubletree Hotels LLC
|
|
Arizona
|
|
26-1284359
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
DT Management LLC
|
|
Arizona
|
|
26-1284112
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
DT Real Estate, LLC
|
|
Arizona
|
|
86-0594278
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
DTM Atlanta/Legacy, Inc.
|
|
Arizona
|
|
86-0803816
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
DTR FCH Holdings, Inc.
|
|
Arizona
|
|
86-0506692
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
90210 Biltmore Management, LLC
|
|
Delaware
|
|
34-1984747
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
90210 Desert Resorts Management Co., LLC
|
|
Delaware
|
|
34-1984753
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
90210 Grand Wailea Management Co., LLC
|
|
Delaware
|
|
34-1984759
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
90210 LLC
|
|
Delaware
|
|
95-4747695
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
90210 Management Company, LLC
|
|
Delaware
|
|
20-4146308
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Andiamo's O'Hare, LLC
|
|
Delaware
|
|
58-2669081
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Blue Bonnet Security, LLC
|
|
Delaware
|
|
20-5118750
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Canopy Brand Management LLC
|
|
Delaware
|
|
32-0502283
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Conrad International Manage (CIS) LLC
|
|
Delaware
|
|
26-1687344
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Conrad Management LLC
|
|
Delaware
|
|
26-1101184
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Curio Brand Management LLC
|
|
Delaware
|
|
35-2568431
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Curio Management LLC
|
|
Delaware
|
|
82-2416470
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Exact Name of Registrant Guarantor
as Specified in its Charter (or Other
Organizational Document)
|
|
State or Other
Jurisdiction of Incorporation or Organization |
|
I.R.S.
Employer Identification Number |
|
Primary
Standard Industrial Classification Code Number |
|
Address, Including Zip Code,
and Telephone Number, Including Area Code, of Registrant Guarantor's Principal Executive Offices |
Doubletree LLC
|
|
Delaware
|
|
86-0762415
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Doubletree Management LLC
|
|
Delaware
|
|
26-1101270
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Embassy Development LLC
|
|
Delaware
|
|
74-2479161
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Embassy Suites Management LLC
|
|
Delaware
|
|
26-1101036
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Hampton Inns Management LLC
|
|
Delaware
|
|
26-1101242
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Hilton Beverage LLC
|
|
Delaware
|
|
36-2058176
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Hilton Chicago Beverage I LLC
|
|
Delaware
|
|
30-0800929
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Hilton Chicago Beverage II LLC
|
|
Delaware
|
|
32-0422233
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Hilton Chicago Beverage III LLC
|
|
Delaware
|
|
61-1724781
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Hilton Chicago Beverage IV LLC
|
|
Delaware
|
|
90-1028957
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Hilton Corporate Director LLC
|
|
Delaware
|
|
26-3551072
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Hilton Domestic Franchise LLC
|
|
Delaware
|
|
30-0948358
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Hilton Domestic Management LLC
|
|
Delaware
|
|
61-1799414
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Hilton El Con Management LLC
|
|
Delaware
|
|
26-3845802
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Hilton El Con Operator LLC
|
|
Delaware
|
|
26-3845852
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Hilton Franchise Holding LLC
|
|
Delaware
|
|
26-1094575
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Hilton Garden Inns Management LLC
|
|
Delaware
|
|
26-1126091
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Hilton Hawaii Corporation
|
|
Delaware
|
|
99-6011945
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Hilton Honors Worldwide LLC
|
|
Delaware
|
|
95-4635505
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Hilton Illinois Holdings LLC
|
|
Delaware
|
|
13-0980760
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Exact Name of Registrant Guarantor
as Specified in its Charter (or Other
Organizational Document)
|
|
State or Other
Jurisdiction of Incorporation or Organization |
|
I.R.S.
Employer Identification Number |
|
Primary
Standard Industrial Classification Code Number |
|
Address, Including Zip Code,
and Telephone Number, Including Area Code, of Registrant Guarantor's Principal Executive Offices |
Hilton Management LLC
|
|
Delaware
|
|
26-1101130
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Hilton NUS HHS, Inc.
|
|
Delaware
|
|
82-0993002
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Hilton San Diego LLC
|
|
Delaware
|
|
95-2395937
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Hilton Supply Management LLC
|
|
Delaware
|
|
95-2502058
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Hilton Systems Solutions, LLC
|
|
Delaware
|
|
71-0907647
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Hilton Worldwide Finance Corp.
|
|
Delaware
|
|
46-3492566
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Hilton Worldwide Finance LLC
|
|
Delaware
|
|
27-4384691
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Hilton Worldwide Holdings Inc.
|
|
Delaware
|
|
27-4384691
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Hilton Worldwide Parent LLC
|
|
Delaware
|
|
36-2058176
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
HLT Audubon LLC
|
|
Delaware
|
|
26-1292055
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
HLT Conrad Domestic LLC
|
|
Delaware
|
|
26-1211490
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
HLT ESP International Franchise LLC
|
|
Delaware
|
|
26-3750733
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
HLT ESP International Franchisor Corporation
|
|
Delaware
|
|
26-3750889
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
HLT ESP International Manage LLC
|
|
Delaware
|
|
26-3750974
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
HLT ESP International Management Corporation
|
|
Delaware
|
|
26-3751149
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
HLT ESP Manage LLC
|
|
Delaware
|
|
26-3750936
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
HLT Existing Franchise Holding LLC
|
|
Delaware
|
|
26-1101350
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
HLT HSM Holding LLC
|
|
Delaware
|
|
26-1274784
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
HLT HSS Holding LLC
|
|
Delaware
|
|
26-1274883
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
HLT JV Acquisition LLC
|
|
Delaware
|
|
26-1276349
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Exact Name of Registrant Guarantor
as Specified in its Charter (or Other
Organizational Document)
|
|
State or Other
Jurisdiction of Incorporation or Organization |
|
I.R.S.
Employer Identification Number |
|
Primary
Standard Industrial Classification Code Number |
|
Address, Including Zip Code,
and Telephone Number, Including Area Code, of Registrant Guarantor's Principal Executive Offices |
HLT Lifestyle International Franchise LLC
|
|
Delaware
|
|
26-3748344
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
HLT Lifestyle International Franchisor Corporation
|
|
Delaware
|
|
26-3748409
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
HLT Lifestyle International Manage LLC
|
|
Delaware
|
|
26-3748516
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
HLT Lifestyle International Management Corporation
|
|
Delaware
|
|
26-3750638
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
HLT Lifestyle Manage LLC
|
|
Delaware
|
|
26-3748470
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
HLT Palmer LLC
|
|
Delaware
|
|
26-1211589
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Home2 Brand Management LLC
|
|
Delaware
|
|
37-1833534
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Home2 Management LLC
|
|
Delaware
|
|
82-4258567
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Homewood Suites Management LLC
|
|
Delaware
|
|
26-1101306
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Hotels Statler Company, Inc.
|
|
Delaware
|
|
36-2550119
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
HPP Hotels USA LLC
|
|
Delaware
|
|
95-4214076
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
HPP International LLC
|
|
Delaware
|
|
95-4198421
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Innvision, LLC
|
|
Delaware
|
|
36-2058176
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
LXR Management LLC
|
|
Delaware
|
|
82-2437131
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Motto Management LLC
|
|
Delaware
|
|
38-4009972
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Potter's Bar Palmer House, LLC
|
|
Delaware
|
|
58-2669080
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Promus Hotel Services, Inc.
|
|
Delaware
|
|
62-1602738
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Promus Hotels Florida LLC
|
|
Delaware
|
|
62-1602737
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Promus Hotels LLC
|
|
Delaware
|
|
62-1602678
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Promus Hotels Parent LLC
|
|
Delaware
|
|
95-4766449
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Exact Name of Registrant Guarantor
as Specified in its Charter (or Other
Organizational Document)
|
|
State or Other
Jurisdiction of Incorporation or Organization |
|
I.R.S.
Employer Identification Number |
|
Primary
Standard Industrial Classification Code Number |
|
Address, Including Zip Code,
and Telephone Number, Including Area Code, of Registrant Guarantor's Principal Executive Offices |
Signia Hotel Management LLC
|
|
Delaware
|
|
38-4009972
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Tapestry Management LLC
|
|
Delaware
|
|
82-2422780
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Tru Brand Management LLC
|
|
Delaware
|
|
36-4843578
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
WA Collection International, LLC
|
|
Delaware
|
|
95-4198421
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Waldorf=Astoria Management LLC
|
|
Delaware
|
|
26-1101088
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Florida Conrad International Corp.
|
|
Florida
|
|
20-1145249
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Embassy Suites Club No. 1, Inc.
|
|
Kansas
|
|
75-1947366
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Hotel Clubs of Corporate Woods, Inc.
|
|
Kansas
|
|
48-0930357
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Embassy Suites Club No. Three, Inc.
|
|
Louisiana
|
|
62-1584888
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
International Rivercenter Lessee, L.L.C.
|
|
Louisiana
|
|
20-0384946
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Chesterfield Village Hotel, LLC
|
|
Missouri
|
|
36-4207568
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Bally's Grand Property Sub I, LLC
|
|
Nevada
|
|
88-0312339
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Conrad International (Belgium) LLC
|
|
Nevada
|
|
91-1930238
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Conrad International (Egypt) Resorts Corporation
|
|
Nevada
|
|
46-0468464
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Conrad International (Indonesia) Corporation
|
|
Nevada
|
|
95-4347974
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Hilton Holdings, LLC
|
|
Nevada
|
|
88-0096156
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Hilton Hospitality, LLC
|
|
Nevada
|
|
93-1218323
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Hilton Illinois, LLC
|
|
Nevada
|
|
88-0345656
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Peacock Alley Service Company, LLC
|
|
New York
|
|
20-3470602
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Washington Hilton, L.L.C.
|
|
New York
|
|
36-2058176
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Exact Name of Registrant Guarantor
as Specified in its Charter (or Other
Organizational Document)
|
|
State or Other
Jurisdiction of Incorporation or Organization |
|
I.R.S.
Employer Identification Number |
|
Primary
Standard Industrial Classification Code Number |
|
Address, Including Zip Code,
and Telephone Number, Including Area Code, of Registrant Guarantor's Principal Executive Offices |
Embassy Suites Club No. Two, Inc.
|
|
Texas
|
|
75-1946866
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
SALC, Inc.
|
|
Texas
|
|
74-2782384
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
•
|
We will exchange all outstanding notes that are validly tendered and not validly withdrawn for an equal principal amount of exchange notes that are freely tradable.
|
•
|
You may withdraw tenders of outstanding notes at any time prior to the expiration date of the exchange offer.
|
•
|
The exchange offer expires at 5:00 p.m., New York City time, on , 2019, which is the 21st business day after the date of this prospectus, unless extended. We do not currently intend to extend the expiration date.
|
•
|
The exchange of the outstanding notes for the exchange notes in the exchange offer will not constitute a taxable event for U.S. federal income tax purposes.
|
•
|
The terms of the exchange notes to be issued in the exchange offer are substantially identical to the outstanding notes, except that the exchange notes will be freely tradable.
|
•
|
The exchange notes may be sold in the over-the-counter market, in negotiated transactions or through a combination of such methods. We do not plan to list the exchange notes on a national market.
|
|
|
|
Page
|
FORWARD-LOOKING STATEMENTS
|
|
TRADEMARKS AND SERVICE MARKS
|
|
INDUSTRY AND MARKET DATA
|
|
BASIS OF PRESENTATION
|
|
PROSPECTUS SUMMARY
|
|
RISK FACTORS
|
|
USE OF PROCEEDS
|
|
CAPITALIZATION
|
|
SELECTED FINANCIAL DATA
|
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS |
|
BUSINESS
|
|
MANAGEMENT
|
|
EXECUTIVE AND DIRECTOR COMPENSATION
|
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
|
|
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
|
|
DESCRIPTION OF OTHER INDEBTEDNESS
|
|
DESCRIPTION OF THE EXCHANGE NOTES
|
|
THE EXCHANGE OFFER
|
|
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS
|
|
CERTAIN ERISA CONSIDERATIONS
|
|
PLAN OF DISTRIBUTION
|
|
LEGAL MATTERS
|
|
EXPERTS
|
|
WHERE YOU CAN FIND MORE INFORMATION
|
|
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
|
•
|
"Hilton," "the Company," "we," "us" and "our" refer to HLT Parent and its consolidated subsidiaries, including the Issuer;
|
•
|
"ADR" or "average daily rate" means hotel room revenue divided by the total number of room nights sold for a given period;
|
•
|
"Blackstone" refers to investment funds associated with or designated by The Blackstone Group L.P. and their affiliates, our former majority shareholder;
|
•
|
"comparable hotels" mean those hotels that: (i) were active and operating in our system for at least one full calendar year as of the end of the current period, and open January 1st of the previous year; (ii) have not undergone a change in brand or ownership type during the current or comparable periods presented, excluding the hotel properties distributed in the spin-offs; and (iii) have not sustained substantial property damage, business interruption, undergone large-scale capital projects or for which comparable results are not available;
|
•
|
"Existing Senior Notes" refers to our outstanding 4.250% Senior Notes due 2024 (the "2024 Notes"), our outstanding 4.625% Senior Notes due 2025 (the "2025 Notes"), our outstanding 5.125% Senior Notes due 2026 (the "2026 Notes") and our outstanding 4.875% Senior Notes due 2027 (the "2027 Notes");
|
•
|
"HGV Parent" refers to Hilton Grand Vacations Inc., a Delaware corporation;
|
•
|
"Hilton Grand Vacations" or "HGV" refers to HGV Parent and its consolidated subsidiaries;
|
•
|
"HLT Parent" refers to Hilton Worldwide Holdings Inc., a Delaware corporation, that is the direct parent company of Parent and will be a parent guarantor of the exchange notes;
|
•
|
"HOC" refers to Hilton Domestic Operating Company Inc., a Delaware corporation, that is the issuer of the exchange notes offered hereby;
|
•
|
"HWP" refers to Hilton Worldwide Parent LLC, a Delaware limited liability company, that is the direct parent company of Parent and will be a parent guarantor of the exchange notes;
|
•
|
"Issuer" refers to Hilton Domestic Operating Company Inc., a Delaware corporation, that is the issuer of the exchange notes offered hereby;
|
•
|
a "luxury" hotel refers to a luxury hotel as defined by STR;
|
•
|
a "midscale" hotel refers to a midscale hotel as defined by STR;
|
•
|
"occupancy" means the total number of room nights sold divided by the total number of room nights available at a hotel or group of hotels for a given period;
|
•
|
"Parent" refers to Hilton Worldwide Finance LLC, a Delaware limited liability company, that is the direct parent company of the Issuer
|
•
|
"Park Hotels & Resorts" or "Park" refers to Park Parent and its consolidated subsidiaries;
|
•
|
"Park Parent" refers to Park Hotels & Resorts Inc., a Delaware corporation;
|
•
|
"RevPAR" or "revenue per available room" means hotel room revenue divided by the total number of room nights available to guests for a given period;
|
•
|
"RevPAR index" measures a hotel's relative share of its segment's revenue per available room. For example, if a subject hotel's RevPAR is $50 and the RevPAR of its competitive set is $50, the subject hotel would have no RevPAR index premium. If the subject hotel's RevPAR totaled $60, its RevPAR index premium would be 20%, which indicates that the subject hotel has outperformed other hotels in its competitive set;
|
•
|
our "hotels" and "rooms" refer to the hotels and resorts managed, franchised, owned or leased by us. The majority of our hotels and resorts are owned by third-party owners;
|
•
|
an "upper midscale" hotel refers to an upper midscale hotel as defined by STR;
|
•
|
an "upper upscale" hotel refers to an upper upscale hotel as defined by STR; and
|
•
|
an "upscale" hotel refers to an upscale hotel as defined by STR.
|
•
|
World-Class Hospitality Brands. Our globally recognized, world-class brands have defined the hospitality industry. Our flagship Hilton Hotels & Resorts brand often serves as an introduction to our wider range of brands, including those in the luxury segment, midscale segment and everything in between, that are designed to accommodate any customer's needs anywhere in the world. Our brands have achieved an average global RevPAR index premium of 15% for the six months ended June 30, 2019, based on STR data. This means that our brands achieve on average 15% more revenue per room than competitive properties in similar markets. The demonstrated strength of our brands makes us a preferred partner for hotel owners.
|
•
|
Leading Global Presence and Scale. We are one of the largest hospitality companies in the world with 5,872 properties and 939,297 rooms in 114 countries and territories as of June 30, 2019. We have hotels in key urban destinations throughout our key operating regions and 592 hotels located at or near airports around the world. Our global presence allows us to serve our loyal customers throughout the world and to introduce our award-winning brands to customers in new markets. These world-class brands facilitate system growth by providing hotel owners with a variety of options to address each market's specific needs. In addition, the diversity of our operations reduces our exposure to business cycles, individual market disruptions and other risks. Our robust commercial services platform allows us to take advantage of our scale to more effectively deliver products and services that drive customer preference and enhance commercial performance on a global basis.
|
•
|
Large and Growing Loyal Customer Base. Serving our customers is our first priority. By continually adapting to customer preferences and providing our customers with superior experiences, we have improved our overall customer satisfaction ratings since 2007. We earned 42 first place awards in the J.D. Power North America Guest Satisfaction rankings since 1999. Hilton Honors unites all our brands, encourages customer loyalty and allows us to provide tailored promotions, messaging and customer experiences. Membership in our Hilton Honors program continues to increase, and, as of June 30, 2019, there were more than 94 million Hilton Honors members, a 21% increase from June 30, 2018.
|
•
|
Significant Embedded Growth. We expect to grow through new room additions, as upon completion, our industry-leading development pipeline would result in a 40% increase in our room count with minimal capital investment from us. We also expect to grow through improvement in same-store performance driven by strong anticipated industry fundamentals. CBRE predicts that lodging industry RevPAR in the U.S., where 73% of our system rooms are located, will grow 0.9% in 2019 and 1.2% in 2020. In addition, our franchise revenues should grow over time as franchise contracts renew at our published license rates, which are higher than our current effective rates. For the twelve months ended June 30, 2019, our weighted average effective license rate across our brands was 4.9% of room revenue, and our weighted average published license rate was 5.6% as of June 30, 2019. We also expect our incentive management fees,
|
•
|
Strong Cash Flow Generation. We generate significant cash flows from operating activities. During 2018, we generated $1.3 billion in cash flow from operating activities, and during the six months ended June 30, 2019, we generated $650 million in cash flows from operating activities. We believe that our focus on cash flow generation, the relatively low investment required to grow our business, and our disciplined approach to capital allocation position us to maximize opportunities for profitability and growth.
|
•
|
Aligned Culture and Organization. As an organization of people serving people, it is imperative that we attract and retain best-in-class talent to serve our various stakeholders. Our purpose-led, performance-driven culture begins with an intense alignment around our mission, vision, values and key strategic priorities. Our President and Chief Executive Officer, Christopher J. Nassetta, has more than 31 years of experience in the hotel industry, leading Hilton for over 11 years and previously serving as President and Chief Executive Officer of Host Hotels & Resorts, Inc. He and the balance of our executive management team have been instrumental in transforming our organization and building a culture that attracts, develops and retains leaders at all levels of the organization who are focused on delivering exceptional service to our customers every day. We rely on our more than 171,000 employees to execute our strategy and continue to enhance our products and services to ensure that we remain at the forefront of performance and innovation in the lodging industry.
|
•
|
Expand our Global Network. We intend to build on our leading position in the U.S. and expand our global footprint. We had approximately 18% of the market share of rooms under construction as of June 30, 2019, based on STR data. We aim to increase the relative contribution of our international operations by increasing the number of rooms in our system that are located outside of the U.S., and as of June 30, 2019, over half of our rooms in our development pipeline are located outside of the U.S. We plan to continue to expand our global footprint by introducing the right brands with the right product positioning in targeted markets and allocating business development resources effectively to drive high-quality new unit growth in every region of the world.
|
•
|
Grow our Fee-Based Businesses. We intend to grow our higher margin, fee-based businesses by developing new third-party hotels and converting existing hotels to our brands. Our development pipeline consisted of approximately 373,000 rooms as of June 30, 2019. Upon completion, this pipeline of new, third-party owned hotels would result in a 41% increase in our managed and franchised hotel room count with minimal capital investment from us. In addition, we aim to increase the average effective franchise fees we receive over time by renewing and entering into new franchise contracts at our current published franchise fee rates.
|
•
|
Strengthen and Enhance our Brands and Commercial Services Platform. We intend to enhance our customer experience in all of our service offerings by delivering distinctive, high quality, consistent brand management and continuing to develop products and services that drive customer preference and increased RevPAR premiums. We will continue to innovate in the delivery of modern products and service standards that are relevant and meet evolving customer needs. We believe providing distinctive customer experiences will deliver financial results that support incremental owner investment in our hotels. We also focus on providing products and services that drive opportunities for growth in the U.S. and tailoring our products as appropriate to meet the needs of customers and developers outside the U.S. We will continue to enhance our commercial services platform to ensure we have a formidable sales, pricing, marketing and distribution platform to drive premium commercial performance to our entire system of hotels. We also will continue to invest in our Hilton Honors guest loyalty program to ensure it remains relevant to our customers and drives customer loyalty and value to our hotel owners.
|
(1)
|
Each of HLT Parent and HWP is a guarantor of indebtedness under the Parent's senior secured credit facilities ("Senior Secured Credit Facilities") and the Existing Senior Notes and will be a guarantor of the exchange notes offered hereby. Neither HLT Parent nor HWP is subject to the restrictive covenants in the credit agreement and indentures governing such indebtedness.
|
(2)
|
Our Senior Secured Credit Facilities are comprised of: (i) a $1.75 billion senior secured revolving credit facility (the "Revolving Credit Facility") and (ii) a $2,619 million senior secured term loan facility due 2026 (the "Term Loans"). As of June 30, 2019, we had $1,691 million of unutilized borrowing capacity under the Revolving Credit Facility (after giving effect to $59 million of outstanding letters of credit). See "Description of Other Indebtedness—Senior Secured Credit Facilities" for additional information. Subsequent to completing the exchange offer, we intend to merge Parent with and into its direct subsidiary, the Issuer, with the Issuer as the surviving entity.
|
(3)
|
For the six months ended June 30, 2019, our non-guarantor subsidiaries represented $909 million, or 49%, of our total revenues, excluding other revenues from managed and franchised properties, and $245 million, or 22%, of our Adjusted EBITDA. For the years ended December 31, 2018, 2017 and 2016, our non-guarantor subsidiaries represented $1,906 million, or 52%, $1,835 million, or 54%, and $1,785 million, or 60%, of our total revenues, respectively, excluding other revenues from managed and franchised properties, and $501 million, or 24%, $502 million, or 26%, and $441 million, or 30%, of our Adjusted EBITDA, respectively.
|
•
|
the exchange notes have been registered under the Securities Act;
|
•
|
the exchange notes are not entitled to any registration rights which are applicable to the outstanding notes under the registration rights agreement; and
|
•
|
the additional interest provision of the registration rights agreement is no longer applicable.
|
•
|
you are acquiring the exchange notes in the ordinary course of your business; and
|
•
|
you have not engaged in, do not intend to engage in, and have no arrangement or understanding with any person to participate in, a distribution of the exchange notes.
|
•
|
is our affiliate;
|
•
|
does not acquire exchange notes in the ordinary course of its business; or
|
•
|
tenders its outstanding notes in the exchange offer with the intention to participate, or for the purpose of participating, in a distribution of exchange notes;
|
Withdrawal .................................................................
|
You may withdraw the tender of your outstanding notes at any time prior to the expiration of the exchange offer. The Issuer will return to you any of your outstanding notes that are not accepted for any reason for exchange, without expense to you, promptly after the expiration or termination of the exchange offer.
|
•
|
you are not our "affiliate" within the meaning of Rule 405 under the Securities Act;
|
•
|
you do not have an arrangement or understanding with any person or entity to participate in the distribution of the exchange notes;
|
•
|
you are acquiring the exchange notes in the ordinary course of your business; and
|
•
|
if you are a broker-dealer that will receive exchange notes for your own account in exchange for outstanding notes that were acquired as a result of market making activities, that you will deliver a prospectus, as required by law, in connection with any resale of such exchange notes.
|
|
Six Months Ended June 30,
|
|
Year Ended December 31,
|
||||||||||||||||
2019
|
|
2018
|
|
2018
|
|
2017
|
|
2016
|
|||||||||||
|
(in millions, except per share data)
|
||||||||||||||||||
Summary Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
Franchise and licensing fees
|
$
|
826
|
|
|
$
|
735
|
|
|
$
|
1,530
|
|
|
$
|
1,321
|
|
|
$
|
1,091
|
|
Base and other management fees
|
169
|
|
|
161
|
|
|
321
|
|
|
324
|
|
|
230
|
|
|||||
Incentive management fees
|
113
|
|
|
114
|
|
|
235
|
|
|
222
|
|
|
142
|
|
|||||
Owned and leased hotels
|
699
|
|
|
726
|
|
|
1,484
|
|
|
1,432
|
|
|
1,434
|
|
|||||
Other revenues
|
52
|
|
|
45
|
|
|
98
|
|
|
105
|
|
|
82
|
|
|||||
|
1,859
|
|
|
1,781
|
|
|
3,668
|
|
|
3,404
|
|
|
2,979
|
|
|||||
Other revenues from managed and franchised properties
|
2,829
|
|
|
2,584
|
|
|
5,238
|
|
|
4,727
|
|
|
3,597
|
|
|||||
Total revenues
|
4,688
|
|
|
4,365
|
|
|
8,906
|
|
|
8,131
|
|
|
6,576
|
|
|||||
Expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Owned and leased hotels
|
632
|
|
|
672
|
|
|
1,332
|
|
|
1,269
|
|
|
1,279
|
|
|||||
Depreciation and amortization
|
170
|
|
|
161
|
|
|
325
|
|
|
336
|
|
|
353
|
|
|||||
General and administrative
|
220
|
|
|
219
|
|
|
443
|
|
|
439
|
|
|
409
|
|
|||||
Other expenses
|
35
|
|
|
26
|
|
|
51
|
|
|
56
|
|
|
66
|
|
|||||
|
1,057
|
|
|
1,078
|
|
|
2,151
|
|
|
2,100
|
|
|
2,107
|
|
|||||
Other expenses from managed and franchised properties
|
2,841
|
|
|
2,602
|
|
|
5,323
|
|
|
4,899
|
|
|
3,609
|
|
|||||
Total expenses
|
3,898
|
|
|
3,680
|
|
|
7,474
|
|
|
6,999
|
|
|
5,716
|
|
|||||
Gain on sales of assets, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|||||
Operating income
|
790
|
|
|
685
|
|
|
1,432
|
|
|
1,132
|
|
|
868
|
|
|||||
Net income(1)
|
420
|
|
|
380
|
|
|
769
|
|
|
1,089
|
|
|
354
|
|
|||||
Net income attributable to Hilton stockholders(1)
|
418
|
|
|
378
|
|
|
764
|
|
|
1,084
|
|
|
338
|
|
|||||
Earnings per share(1):
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
1.43
|
|
|
$
|
1.22
|
|
|
$
|
2.53
|
|
|
$
|
3.34
|
|
|
$
|
1.03
|
|
Diluted
|
$
|
1.42
|
|
|
$
|
1.21
|
|
|
$
|
2.50
|
|
|
$
|
3.32
|
|
|
$
|
1.03
|
|
|
As of and for the
Six Months Ended June 30,
|
|
As of and for the
Year Ended December 31,
|
||||||||||||||||
2019
|
|
2018
|
|
2018
|
|
2017
|
|
2016
|
|||||||||||
|
(dollars in millions, except Hotel RevPAR and ADR)
|
||||||||||||||||||
Summary Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
635
|
|
|
$
|
423
|
|
|
$
|
403
|
|
|
$
|
570
|
|
|
$
|
1,062
|
|
Restricted cash and cash equivalents
|
83
|
|
|
82
|
|
|
81
|
|
|
100
|
|
|
121
|
|
|||||
Total assets(1)(2)
|
15,140
|
|
|
13,986
|
|
|
13,995
|
|
|
14,228
|
|
|
26,176
|
|
|||||
Long-term debt(2)(3)(4)
|
7,809
|
|
|
7,575
|
|
|
7,282
|
|
|
6,602
|
|
|
6,616
|
|
|||||
Total equity (deficit)(1)(2)
|
(23
|
)
|
|
560
|
|
|
558
|
|
|
1,691
|
|
|
5,627
|
|
|||||
Summary Statement of Cash Flows Data(1):
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures for property and equipment(5)
|
$
|
(46
|
)
|
|
$
|
(28
|
)
|
|
$
|
(72
|
)
|
|
$
|
(58
|
)
|
|
$
|
(317
|
)
|
Net cash provided by operating activities
|
650
|
|
|
532
|
|
|
1,255
|
|
|
849
|
|
|
1,310
|
|
|||||
Net cash used in investing activities
|
(95
|
)
|
|
(75
|
)
|
|
(131
|
)
|
|
(147
|
)
|
|
(423
|
)
|
|||||
Net cash used in financing activities
|
(323
|
)
|
|
(616
|
)
|
|
(1,300
|
)
|
|
(1,724
|
)
|
|
(44
|
)
|
|||||
Operational and Other Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Number of hotels and timeshare properties
|
5,872
|
|
|
5,456
|
|
|
5,685
|
|
|
5,284
|
|
|
4,922
|
|
|||||
Number of rooms and units
|
939,297
|
|
|
879,349
|
|
|
912,960
|
|
|
856,115
|
|
|
804,097
|
|
|||||
Hotel occupancy(6)
|
75.5
|
%
|
|
75.7
|
%
|
|
75.8
|
%
|
|
75.5
|
%
|
|
75.0
|
%
|
|||||
Hotel ADR(6)
|
$
|
146.33
|
|
|
$
|
148.14
|
|
|
$
|
147.22
|
|
|
$
|
144.78
|
|
|
$
|
143.63
|
|
Hotel RevPAR(6)
|
$
|
110.48
|
|
|
$
|
112.20
|
|
|
$
|
111.61
|
|
|
$
|
109.27
|
|
|
$
|
107.65
|
|
Adjusted EBITDA(7)
|
$
|
1,117
|
|
|
$
|
1,000
|
|
|
$
|
2,101
|
|
|
$
|
1,909
|
|
|
$
|
1,484
|
|
(1)
|
Balances as of and for the year ended December 31, 2016 include amounts attributable to Park and HGV.
|
(2)
|
Hilton adopted the requirements of ASU No. 2016-02, Leases (Topic 842) ("ASU 2016-02") on January 1, 2019 by initially applying the requirements on the adoption date and recording a cumulative adjustment to the opening balance of retained earnings.
|
(3)
|
Includes current maturities of $37 million and $11 million as of June 30, 2019 and 2018, respectively, and $16 million, $46 million and $33 million as of December 31, 2018, 2017 and 2016, respectively, and is net of unamortized deferred financing costs and discount.
|
(4)
|
Includes finance lease liabilities and other debt of consolidated variable interest entities ("VIEs") of $278 million and $246 million as of June 30, 2019 and 2018, respectively, and $242 million, $254 million and $247 million as of December 31, 2018, 2017 and 2016, respectively.
|
(5)
|
Capital expenditures, inclusive of capitalized software costs, and contract acquisition costs were $133 million and $104 million for the six months ended June 30, 2019 and 2018, respectively, and $262 million, $208 million and $453 million for the years ended December 31, 2018, 2017 and 2016, respectively.
|
(6)
|
Operating statistics are for comparable hotels as of each period end.
|
(7)
|
EBITDA is defined as income (loss) from continuing operations, net of taxes, excluding interest expense, a provision for income taxes and depreciation and amortization.
|
•
|
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.
|
|
Six Months Ended June 30,
|
|
Year Ended December 31,
|
||||||||||||||||
|
2019
|
|
2018
|
|
2018
|
|
2017
|
|
2016
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Income (loss) from continuing operations, net of taxes
|
$
|
420
|
|
|
$
|
380
|
|
|
$
|
769
|
|
|
$
|
1,089
|
|
|
$
|
(17
|
)
|
Interest expense
|
199
|
|
|
178
|
|
|
371
|
|
|
351
|
|
|
334
|
|
|||||
Income tax expense (benefit)
|
160
|
|
|
139
|
|
|
309
|
|
|
(336
|
)
|
|
557
|
|
|||||
Depreciation and amortization
|
170
|
|
|
161
|
|
|
325
|
|
|
336
|
|
|
353
|
|
|||||
EBITDA
|
949
|
|
|
858
|
|
|
1,774
|
|
|
1,440
|
|
|
1,227
|
|
|||||
Gain on sales of assets, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|||||
Loss (gain) on foreign currency transactions
|
3
|
|
|
1
|
|
|
11
|
|
|
(3
|
)
|
|
16
|
|
|||||
Loss on debt extinguishment
|
—
|
|
|
—
|
|
|
—
|
|
|
60
|
|
|
—
|
|
|||||
FF&E replacement reserves
|
29
|
|
|
27
|
|
|
50
|
|
|
55
|
|
|
55
|
|
|||||
Share-based compensation expense
|
81
|
|
|
68
|
|
|
127
|
|
|
121
|
|
|
81
|
|
|||||
Amortization of contract acquisition costs
|
14
|
|
|
14
|
|
|
27
|
|
|
17
|
|
|
16
|
|
|||||
Net other expenses from managed and franchised properties
|
12
|
|
|
18
|
|
|
85
|
|
|
172
|
|
|
12
|
|
|||||
Other adjustment items(a)
|
29
|
|
|
14
|
|
|
27
|
|
|
47
|
|
|
85
|
|
|||||
Adjusted EBITDA
|
$
|
1,117
|
|
|
$
|
1,000
|
|
|
$
|
2,101
|
|
|
$
|
1,909
|
|
|
$
|
1,484
|
|
(a)
|
Includes adjustments for expenses recognized in connection with the refinancings and repayments of the Senior Secured Credit Facilities for the six months ended June 30, 2019 and 2018 and the year ended December 31, 2018; transaction costs related to the spin-offs for the year ended December 31, 2017; impairment losses 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.
|
•
|
equally in right of payment with all of our and the guarantors' existing and future senior obligations;
|
•
|
senior in right of payment to any of our and our guarantors' subordinated indebtedness; and
|
•
|
structurally subordinated to all existing and future liabilities (including trade payables) of our subsidiaries that do not guarantee the exchange notes.
|
•
|
the Issuer and the guarantors had $7.7 billion of total indebtedness outstanding, excluding unamortized deferred financing costs and discount, none of which would be subordinated;
|
•
|
the Issuer and the guarantors had $2,619 million of senior secured indebtedness outstanding, excluding unamortized deferred financing costs and discount, consisting of borrowings under our Term Loans;
|
•
|
the Issuer and the guarantors had $1.69 billion of availability to incur secured indebtedness under our Revolving Credit Facility (after giving effect to $59 million of outstanding letters of credit); and
|
•
|
our non-guarantor subsidiaries and entities in which we own interests of 50% or less had $243 million of total indebtedness outstanding.
|
•
|
incur or guarantee additional debt or issue disqualified stock or certain preferred stock;
|
•
|
pay dividends and make other distributions on, or redeem or repurchase, capital stock;
|
•
|
make certain investments;
|
•
|
incur certain liens;
|
•
|
enter into certain transactions with affiliates;
|
•
|
merge or consolidate;
|
•
|
enter into agreements that restrict the ability of certain restricted subsidiaries to make dividends or other payments to the Issuer;
|
•
|
designate restricted subsidiaries as unrestricted subsidiaries; and
|
•
|
transfer or sell certain assets.
|
•
|
making it more difficult for us to satisfy our obligations with respect to the exchange notes and our other debt;
|
•
|
limiting our ability to obtain additional financing to fund future working capital, capital expenditures, acquisitions or other general corporate requirements;
|
•
|
requiring a substantial portion of our cash flows to be dedicated to debt service payments instead of other purposes, thereby reducing the amount of cash flows available for working capital, capital expenditures, acquisitions and other general corporate purposes;
|
•
|
increasing our vulnerability to general adverse economic and industry conditions;
|
•
|
exposing us to the risk of increased interest rates as certain of our borrowings are at variable rates of interest;
|
•
|
limiting our flexibility in planning for and reacting to changes in the industry in which we compete;
|
•
|
placing us at a disadvantage compared to other, less leveraged competitors; and
|
•
|
increasing our cost of borrowing.
|
•
|
incur or guarantee additional debt or issue disqualified stock or preferred stock;
|
•
|
pay dividends 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 us;
|
•
|
designate restricted subsidiaries as unrestricted subsidiaries; and
|
•
|
transfer or sell assets.
|
•
|
were insolvent or rendered insolvent by reason of such indebtedness;
|
•
|
were engaged in, or about to engage in, a business or transaction for which our remaining assets constituted unreasonably small capital; or
|
•
|
intended to incur, or believed that we would incur, debts beyond our ability to repay such debts as they mature.
|
•
|
the sum of our debts, including contingent liabilities, were greater than the fair saleable value of all our assets;
|
•
|
the present fair saleable value of our assets were less than the amount that would be required to pay our probable liability on existing debts, including contingent liabilities, as they become absolute and mature; or
|
•
|
we could not pay our debts as they become due.
|
•
|
incur additional indebtedness or issue preferred stock;
|
•
|
make distributions or other restricted payments;
|
•
|
sell capital stock or other assets; and
|
•
|
engage in transactions with affiliates.
|
•
|
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)
|
•
|
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 United Kingdom's ("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 ("IP") 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.
|
|
As of
|
||
|
June 30, 2019
|
||
|
(in millions)
|
||
Cash and cash equivalents
|
$
|
635
|
|
Restricted cash and cash equivalents
|
83
|
|
|
Total
|
$
|
718
|
|
Total long-term debt, including current maturities(1)(2):
|
|
||
4.250% Notes due 2024
|
$
|
1,000
|
|
4.625% Notes due 2025
|
900
|
|
|
5.125% Notes due 2026
|
1,500
|
|
|
4.875% Notes due 2027
|
600
|
|
|
4.875% Notes due 2030
|
1,000
|
|
|
Senior secured term loan facility due 2026
|
2,619
|
|
|
Finance lease liabilities and other debt due 2019 to 2030
|
278
|
|
|
Total debt(3)
|
7,897
|
|
|
Deficit:
|
|
||
Total Hilton stockholders' deficit
|
(30
|
)
|
|
Noncontrolling interests
|
7
|
|
|
Total deficit
|
(23
|
)
|
|
Total capitalization
|
$
|
7,874
|
|
(1)
|
Does not reflect a reduction for unamortized deferred financing costs and discount of $88 million as of June 30, 2019.
|
(2)
|
As of June 30, 2019, we had an additional $1.69 billion of borrowing capacity under our $1.75 billion Revolving Credit Facility (after giving effect to $59 million of letters of credit outstanding).
|
(3)
|
Does not reflect unconsolidated affiliate debt. As of June 30, 2019, our pro rata share of such debt was $3 million.
|
|
As of and for the Six Months Ended June 30,
|
|
As of and for the Year Ended December 31,
|
||||||||||||||||||||||||
|
2019
|
|
2018
|
|
2018
|
|
2017
|
|
2016(1)
|
|
2015(1)
|
|
2014(1)
|
||||||||||||||
|
(in millions, except per share data)
|
||||||||||||||||||||||||||
Selected Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Total revenues
|
$
|
4,688
|
|
|
$
|
4,365
|
|
|
$
|
8,906
|
|
|
$
|
8,131
|
|
|
$
|
6,576
|
|
|
$
|
7,133
|
|
|
$
|
6,688
|
|
Operating income(2)
|
790
|
|
|
685
|
|
|
1,432
|
|
|
1,132
|
|
|
868
|
|
|
904
|
|
|
708
|
|
|||||||
Income (loss) from continuing operations, net of taxes
|
420
|
|
|
380
|
|
|
769
|
|
|
1,089
|
|
|
(17
|
)
|
|
881
|
|
|
179
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net income (loss) from continuing operations per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Basic
|
$
|
1.43
|
|
|
$
|
1.22
|
|
|
$
|
2.53
|
|
|
$
|
3.34
|
|
|
$
|
(0.08
|
)
|
|
$
|
2.67
|
|
|
$
|
0.53
|
|
Diluted
|
1.42
|
|
|
1.21
|
|
|
2.50
|
|
|
3.32
|
|
|
(0.08
|
)
|
|
2.66
|
|
|
0.53
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Cash dividends declared per share
|
$
|
0.30
|
|
|
$
|
0.30
|
|
|
$
|
0.60
|
|
|
$
|
0.60
|
|
|
$
|
0.84
|
|
|
$
|
0.42
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Selected Balance Sheet Data(3):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Total assets(4)
|
$
|
15,140
|
|
|
$
|
13,986
|
|
|
$
|
13,995
|
|
|
$
|
14,228
|
|
|
$
|
26,176
|
|
|
$
|
25,622
|
|
|
$
|
26,001
|
|
Long-term debt(5)
|
7,809
|
|
|
7,575
|
|
|
7,282
|
|
|
6,602
|
|
|
6,616
|
|
|
5,894
|
|
|
6,696
|
|
(1)
|
Selected balance sheet data as of December 31, 2016 has been restated to reflect the adoption of ASU 2014-09 using the full retrospective approach as of January 1, 2016. Selected balance sheet data and selected statement of operations data for the years ended December 31, 2015 and 2014 have not been adjusted from the basis of accounting applied before our adoption of ASU 2014-09.
|
(2)
|
Operating income for the years ended December 31, 2015 and 2014 has been 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.
|
(3)
|
Hilton adopted the requirements of ASU 2016-02 on January 1, 2019 by initially applying the requirements on the adoption date and recording a cumulative adjustment to the opening balance of retained earnings.
|
(4)
|
Includes the assets of Hilton, Park and HGV as of December 31, 2016, 2015 and 2014.
|
(5)
|
Includes current maturities and is net of unamortized deferred financing costs and discount. Also includes finance lease liabilities and other debt of consolidated 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 sales or usage and covers the costs of: (i) advertising and marketing programs; (ii) internet, technology and reservation systems; and (iii) quality assurance program expenses. We are contractually required to use these fees solely for the programs.
|
•
|
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
|
•
|
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.
|
|
Six Months Ended
|
|
Variance
|
||||
|
June 30, 2019
|
|
2019 vs. 2018
|
||||
U.S.
|
|
|
|
|
|||
Occupancy
|
76.6
|
%
|
|
0.4
|
%
|
pts.
|
|
ADR
|
$
|
150.35
|
|
|
0.9
|
%
|
|
RevPAR
|
$
|
115.09
|
|
|
1.4
|
%
|
|
|
|
|
|
|
|||
Americas (excluding U.S.)
|
|
|
|
|
|||
Occupancy
|
69.4
|
%
|
|
1.0
|
%
|
pts.
|
|
ADR
|
$
|
124.84
|
|
|
2.6
|
%
|
|
RevPAR
|
$
|
86.59
|
|
|
4.1
|
%
|
|
|
|
|
|
|
|||
Europe
|
|
|
|
|
|||
Occupancy
|
74.8
|
%
|
|
0.9
|
%
|
pts.
|
|
ADR
|
$
|
138.55
|
|
|
2.9
|
%
|
|
RevPAR
|
$
|
103.64
|
|
|
4.2
|
%
|
|
|
|
|
|
|
|||
MEA
|
|
|
|
|
|||
Occupancy
|
73.0
|
%
|
|
2.6
|
%
|
pts.
|
|
ADR
|
$
|
147.03
|
|
|
(6.3
|
)%
|
|
RevPAR
|
$
|
107.32
|
|
|
(2.8
|
)%
|
|
|
|
|
|
|
|||
Asia Pacific
|
|
|
|
|
|||
Occupancy
|
70.5
|
%
|
|
1.3
|
%
|
pts.
|
|
ADR
|
$
|
126.03
|
|
|
(0.4
|
)%
|
|
RevPAR
|
$
|
88.88
|
|
|
1.6
|
%
|
|
|
|
|
|
|
|||
System-wide
|
|
|
|
|
|||
Occupancy
|
75.5
|
%
|
|
0.6
|
%
|
pts.
|
|
ADR
|
$
|
146.33
|
|
|
0.9
|
%
|
|
RevPAR
|
$
|
110.48
|
|
|
1.6
|
%
|
|
|
Six Months Ended
|
||||||
|
June 30,
|
||||||
|
2019
|
|
2018
|
||||
|
(in millions)
|
||||||
Net income
|
$
|
420
|
|
|
$
|
380
|
|
Interest expense
|
199
|
|
|
178
|
|
||
Income tax expense
|
160
|
|
|
139
|
|
||
Depreciation and amortization
|
170
|
|
|
161
|
|
||
EBITDA
|
949
|
|
|
858
|
|
||
Loss on foreign currency transactions
|
3
|
|
|
1
|
|
||
FF&E replacement reserves
|
29
|
|
|
27
|
|
||
Share-based compensation expense
|
81
|
|
|
68
|
|
||
Amortization of contract acquisition costs
|
14
|
|
|
14
|
|
||
Net other expenses from managed and franchised properties
|
12
|
|
|
18
|
|
||
Other adjustment items(1)
|
29
|
|
|
14
|
|
||
Adjusted EBITDA
|
$
|
1,117
|
|
|
$
|
1,000
|
|
(1)
|
Includes adjustments for expenses recognized in connection with the refinancings and repayments of our Senior Secured Credit Facilities, severance and other items.
|
|
Six Months Ended
|
|
Percent
|
||||||
|
June 30,
|
|
Change
|
||||||
|
2019
|
|
2018
|
|
2019 vs. 2018
|
||||
|
(in millions)
|
|
|||||||
Franchise and licensing fees
|
$
|
826
|
|
|
$
|
735
|
|
|
12.4
|
|
|
|
|
|
|
||||
Base and other management fees
|
$
|
169
|
|
|
$
|
161
|
|
|
5.0
|
Incentive management fees
|
113
|
|
|
114
|
|
|
(0.9)
|
||
Total management fees
|
$
|
282
|
|
|
$
|
275
|
|
|
2.5
|
|
Six Months Ended
|
|
Percent
|
||||||
|
June 30,
|
|
Change
|
||||||
|
2019
|
|
2018
|
|
2019 vs. 2018
|
||||
|
(in millions)
|
|
|
||||||
Other revenues
|
$
|
52
|
|
|
$
|
45
|
|
|
15.6
|
|
Six Months Ended
|
|
Percent
|
||||||
|
June 30,
|
|
Change
|
||||||
|
2019
|
|
2018
|
|
2019 vs. 2018
|
||||
|
(in millions)
|
|
|
||||||
Depreciation and amortization
|
$
|
170
|
|
|
$
|
161
|
|
|
5.6
|
General and administrative
|
220
|
|
|
219
|
|
|
0.5
|
||
Other expenses
|
35
|
|
|
26
|
|
|
34.6
|
|
Six Months Ended
|
|
Percent
|
||||||
|
June 30,
|
|
Change
|
||||||
|
2019
|
|
2018
|
|
2019 vs. 2018
|
||||
|
(in millions)
|
|
|
||||||
Interest expense
|
$
|
(199
|
)
|
|
$
|
(178
|
)
|
|
11.8
|
Loss on foreign currency transactions
|
(3
|
)
|
|
(1
|
)
|
|
NM(1)
|
||
Other non-operating income (loss), net
|
(8
|
)
|
|
13
|
|
|
NM(1)
|
||
Income tax expense
|
(160
|
)
|
|
(139
|
)
|
|
15.1
|
(1)
|
Fluctuation in terms of percentage change is not meaningful.
|
|
Six Months Ended
|
|
Percent
|
||||||
|
June 30,
|
|
Change
|
||||||
|
2019
|
|
2018
|
|
2019 vs. 2018
|
||||
|
(in millions)
|
|
|
||||||
Revenues:
|
|
|
|
|
|
||||
Management and franchise(1)
|
$
|
1,141
|
|
|
$
|
1,043
|
|
|
9.4
|
Ownership
|
699
|
|
|
726
|
|
|
(3.7)
|
||
Segment revenues
|
1,840
|
|
|
1,769
|
|
|
4.0
|
||
Amortization of contract acquisition costs
|
(14
|
)
|
|
(14
|
)
|
|
—
|
||
Other revenues
|
52
|
|
|
45
|
|
|
15.6
|
||
Other revenues from managed and franchised properties
|
2,829
|
|
|
2,584
|
|
|
9.5
|
||
Intersegment fees elimination(1)
|
(19
|
)
|
|
(19
|
)
|
|
—
|
||
Total revenues
|
$
|
4,688
|
|
|
$
|
4,365
|
|
|
7.4
|
|
|
|
|
|
|
||||
Operating Income(1):
|
|
|
|
|
|
||||
Management and franchise
|
$
|
1,141
|
|
|
$
|
1,043
|
|
|
9.4
|
Ownership
|
48
|
|
|
35
|
|
|
37.1
|
||
Segment operating income
|
$
|
1,189
|
|
|
$
|
1,078
|
|
|
10.3
|
(1)
|
Includes management, royalty and IP fees charged to our ownership segment by our management and franchise segment, which were eliminated in our unaudited condensed consolidated statements of operations.
|
|
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 losses 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 statements of operations.
|
|
Six Months Ended
|
|
Percent
|
||||||
|
June 30,
|
|
Change
|
||||||
|
2019
|
|
2018
|
|
2019 vs. 2018
|
||||
|
(in millions)
|
|
|
||||||
Net cash provided by operating activities
|
$
|
650
|
|
|
$
|
532
|
|
|
22.2
|
Net cash used in investing activities
|
(95
|
)
|
|
(75
|
)
|
|
26.7
|
||
Net cash used in financing activities
|
(323
|
)
|
|
(616
|
)
|
|
(47.6)
|
|
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
|
|
Finance 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,
|
•
|
World-Class Hospitality Brands. Our globally recognized, world-class brands have defined the hospitality industry. Our flagship Hilton Hotels & Resorts brand often serves as an introduction to our wider range of brands, including those in the luxury segment, midscale segment and everything in between, that are designed to accommodate any customer's needs anywhere in the world. Our brands have achieved an average global RevPAR index premium of 15% for the six months ended June 30, 2019, based on STR data. This means that our brands achieve on average 15% more revenue per room than competitive properties in similar markets. The demonstrated strength of our brands makes us a preferred partner for hotel owners.
|
•
|
Leading Global Presence and Scale. We are one of the largest hospitality companies in the world with 5,872 properties and 939,297 rooms in 114 countries and territories as of June 30, 2019. We have hotels in key urban destinations throughout our key operating regions and 592 hotels located at or near airports around the world. Our global presence allows us to serve our loyal customers throughout the world and to introduce our award-winning brands to customers in new markets. These world-class brands facilitate system growth by providing hotel owners with a variety of options to address each market's specific needs. In addition, the diversity of our operations reduces our exposure to business cycles, individual market disruptions and other risks. Our robust commercial services platform allows us to take advantage of our scale to more effectively deliver products and services that drive customer preference and enhance commercial performance on a global basis.
|
•
|
Large and Growing Loyal Customer Base. Serving our customers is our first priority. By continually adapting to customer preferences and providing our customers with superior experiences, we have improved our overall customer satisfaction ratings since 2007. We earned 42 first place awards in the J.D. Power North America Guest Satisfaction rankings since 1999. Hilton Honors unites all our brands, encourages customer loyalty and allows us to provide tailored promotions, messaging and customer experiences. Membership in our Hilton Honors program continues to increase, and, as of June 30, 2019, there were more than 94 million Hilton Honors members, a 21% increase from June 30, 2018.
|
•
|
Significant Embedded Growth. We expect to grow through new room additions, as upon completion, our industry-leading development pipeline would result in a 40% increase in our room count with minimal capital investment from us. We also expect to grow through improvement in same-store performance driven by strong anticipated industry fundamentals. CBRE predicts that lodging industry RevPAR in the U.S., where 73% of our system rooms are located, will grow 0.9% in 2019 and 1.2% in 2020. In addition, our franchise revenues should grow over time as franchise contracts renew at our published license rates, which are higher than our current effective rates. For the twelve months ended June 30, 2019, our weighted average effective license rate across our brands was 4.9% of room revenue, and our weighted average published license rate was 5.6% as of June 30, 2019. We also expect our incentive management fees, which are linked to hotel profitability measures, to increase as a result of new unit growth and as demand increases in the industry.
|
•
|
Strong Cash Flow Generation. We generate significant cash flows from operating activities. During 2018, we generated $1.3 billion in cash flow from operating activities, and during the six months ended June 30, 2019, we generated $650 million in cash flows from operating activities. We believe that our focus on cash flow generation, the relatively low investment required to grow our business, and our disciplined approach to capital allocation position us to maximize opportunities for profitability and growth.
|
•
|
Aligned Culture and Organization. As an organization of people serving people, it is imperative that we attract and retain best-in-class talent to serve our various stakeholders. Our purpose-led, performance-driven culture begins with an intense alignment around our mission, vision, values and key strategic priorities. Our President and Chief Executive Officer, Christopher J. Nassetta, has more than 31 years of experience in the hotel industry, leading Hilton for over 11 years and previously serving as President and Chief Executive Officer of Host Hotels & Resorts, Inc. He and the balance of our executive management team have been instrumental in transforming our organization and building a culture that attracts, develops and retains leaders at all levels of the organization who are focused on delivering exceptional service to our customers every day. We rely on our more than 171,000 employees to execute our strategy and continue to enhance our products and services to ensure that we remain at the forefront of performance and innovation in the lodging industry.
|
•
|
Expand our Global Network. We intend to build on our leading position in the U.S. and expand our global footprint. We had approximately 18% of the market share of rooms under construction as of June 30, 2019, based on STR data. We aim to increase the relative contribution of our international operations by increasing the number of rooms in our system that are located outside of the U.S., and as of June 30, 2019, over half of our rooms in our development pipeline are located outside of the U.S. We plan to continue to expand our global footprint by introducing the right brands with the right product positioning in targeted markets and allocating business development resources effectively to drive high-quality new unit growth in every region of the world.
|
•
|
Grow our Fee-Based Businesses. We intend to grow our higher margin, fee-based businesses by developing new third-party hotels and converting existing hotels to our brands. Our development pipeline consisted of approximately 373,000 rooms as of June 30, 2019. Upon completion, this pipeline of new, third-party owned hotels would result in a 41% increase in our managed and franchised hotel room count with minimal capital investment from us. In addition, we aim to increase the average effective franchise fees we receive over time by renewing and entering into new franchise contracts at our current published franchise fee rates.
|
•
|
Strengthen and Enhance our Brands and Commercial Services Platform. We intend to enhance our customer experience in all of our service offerings by delivering distinctive, high quality, consistent brand management and continuing to develop products and services that drive customer preference and increased RevPAR premiums. We will continue to innovate in the delivery of modern products and service standards that are relevant and meet evolving customer needs. We believe providing distinctive customer experiences will deliver financial results that support incremental owner investment in our hotels. We also focus on providing products and services that drive opportunities for growth in the U.S. and tailoring our products as appropriate to meet the needs of customers and developers outside the U.S. We will continue to enhance our commercial services platform to ensure we have a formidable sales, pricing, marketing and distribution platform to drive premium commercial performance to our entire system of hotels. We also will continue to invest in our Hilton Honors guest loyalty program to ensure it remains relevant to our customers and drives customer loyalty and value to our hotel owners.
|
|
|
|
|
June 30, 2019
|
|
|
||||||
Brand(1)
|
|
Chain Scale
|
|
Countries/ Territories
|
|
Properties
|
|
Rooms
|
|
Percentage of Total Rooms
|
|
Selected Competitors(2)
|
|
|
Luxury
|
|
14
|
|
32
|
|
10,778
|
|
1.1%
|
|
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
|
|
35
|
|
11,221
|
|
1.2%
|
|
Fairmont, Intercontinental,
JW Marriott, Park Hyatt, Sofitel
|
|
|
Upper Upscale
|
|
4
|
|
9
|
|
1,427
|
|
0.2%
|
|
Hyatt Centric, Joie De Vivre,
Kimpton, Le Méridien
|
|
|
Upper Upscale
|
|
—
|
|
—
|
|
—
|
|
—%
|
|
Fairmont, Grand Hyatt, JW Marriott,
Marriott Marquis
|
|
|
Upper Upscale
|
|
93
|
|
585
|
|
216,657
|
|
23.1%
|
|
Hyatt Regency, Marriott, Renaissance,
Sheraton, Sofitel, Westin
|
|
|
Upper Upscale
|
|
22
|
|
74
|
|
14,394
|
|
1.5%
|
|
Autograph Collection,
The Unbound Collection
|
|
|
Upscale
|
|
47
|
|
567
|
|
131,454
|
|
14.0%
|
|
Crowne Plaza, Delta, Holiday Inn, Radisson, Sheraton, Wyndham
|
|
|
Upscale
|
|
1
|
|
23
|
|
3,182
|
|
0.3%
|
|
Tribute Portfolio
|
|
|
Upper Upscale
|
|
5
|
|
253
|
|
58,888
|
|
6.3%
|
|
Hyatt Regency, Marriott, Sheraton, Westin
|
|
|
Upper Midscale
|
|
—
|
|
—
|
|
—
|
|
—%
|
|
CitizenM, Freehand, Moxy, Yotel
|
|
|
Upscale
|
|
45
|
|
841
|
|
122,554
|
|
13.0%
|
|
Aloft, Courtyard, Four Points,
Holiday Inn, Hyatt Place
|
|
|
Upper Midscale
|
|
27
|
|
2,491
|
|
259,157
|
|
27.6%
|
|
Comfort Suites, Courtyard,
Fairfield Inn, Holiday Inn Express,
Springhill Suites
|
|
|
Midscale
|
|
2
|
|
77
|
|
7,367
|
|
0.8%
|
|
Best Western, Comfort Inn & Suites,
La Quinta, Quality Inn, Sleep Inn
|
|
|
Upscale
|
|
3
|
|
492
|
|
56,074
|
|
6.0%
|
|
Element, Hyatt House, Residence Inn,
Staybridge Suites
|
|
|
Upper Midscale
|
|
2
|
|
332
|
|
34,668
|
|
3.7%
|
|
Candlewood Suites, Comfort Suites,
TownePlace Suites
|
|
|
Timeshare
|
|
5
|
|
55
|
|
8,916
|
|
0.9%
|
|
Hyatt Residence, Marriott Vacation Club,
Vistana Signature Experiences,
Wyndham Vacations Resorts
|
(1)
|
The table above excludes five unbranded properties with 2,326 rooms, representing approximately 0.3 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.
|
—
|
|
|
—
|
|
|
15
|
|
|
6,171
|
|
|
—
|
|
|
—
|
|
|
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
|
—
|
|
|
—
|
|
|
5
|
|
|
1,224
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
1,224
|
|
Asia Pacific
|
—
|
|
|
—
|
|
|
4
|
|
|
896
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
896
|
|
LXR Hotels & Resorts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Middle East and Africa
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
234
|
|
|
1
|
|
|
234
|
|
Conrad Hotels & Resorts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
—
|
|
|
—
|
|
|
5
|
|
|
1,649
|
|
|
1
|
|
|
230
|
|
|
6
|
|
|
1,879
|
|
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
|
|
|
18
|
|
|
5,360
|
|
|
1
|
|
|
654
|
|
|
20
|
|
|
6,178
|
|
Canopy by Hilton
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
1,014
|
|
|
6
|
|
|
1,014
|
|
Europe
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
263
|
|
|
2
|
|
|
263
|
|
Asia Pacific
|
—
|
|
|
—
|
|
|
1
|
|
|
150
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
150
|
|
Hilton Hotels & Resorts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
—
|
|
|
—
|
|
|
66
|
|
|
48,235
|
|
|
178
|
|
|
54,639
|
|
|
244
|
|
|
102,874
|
|
Americas (excluding U.S.)
|
1
|
|
|
405
|
|
|
26
|
|
|
9,534
|
|
|
21
|
|
|
7,085
|
|
|
48
|
|
|
17,024
|
|
Europe
|
50
|
|
|
13,843
|
|
|
46
|
|
|
14,792
|
|
|
37
|
|
|
10,432
|
|
|
133
|
|
|
39,067
|
|
Middle East and Africa
|
5
|
|
|
1,998
|
|
|
43
|
|
|
13,299
|
|
|
3
|
|
|
1,609
|
|
|
51
|
|
|
16,906
|
|
Asia Pacific
|
7
|
|
|
3,441
|
|
|
94
|
|
|
34,066
|
|
|
8
|
|
|
3,279
|
|
|
109
|
|
|
40,786
|
|
Curio Collection by Hilton
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
—
|
|
|
—
|
|
|
5
|
|
|
2,335
|
|
|
38
|
|
|
7,783
|
|
|
43
|
|
|
10,118
|
|
Americas (excluding U.S.)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
1,110
|
|
|
8
|
|
|
1,110
|
|
Europe
|
—
|
|
|
—
|
|
|
3
|
|
|
270
|
|
|
13
|
|
|
1,572
|
|
|
16
|
|
|
1,842
|
|
Middle East and Africa
|
—
|
|
|
—
|
|
|
2
|
|
|
255
|
|
|
1
|
|
|
356
|
|
|
3
|
|
|
611
|
|
Asia Pacific
|
—
|
|
|
—
|
|
|
3
|
|
|
663
|
|
|
1
|
|
|
50
|
|
|
4
|
|
|
713
|
|
DoubleTree by Hilton
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
—
|
|
|
—
|
|
|
33
|
|
|
11,215
|
|
|
321
|
|
|
74,730
|
|
|
354
|
|
|
85,945
|
|
Americas (excluding U.S.)
|
—
|
|
|
—
|
|
|
1
|
|
|
172
|
|
|
28
|
|
|
5,868
|
|
|
29
|
|
|
6,040
|
|
Europe
|
—
|
|
|
—
|
|
|
13
|
|
|
3,451
|
|
|
95
|
|
|
16,075
|
|
|
108
|
|
|
19,526
|
|
Middle East and Africa
|
—
|
|
|
—
|
|
|
10
|
|
|
2,349
|
|
|
6
|
|
|
718
|
|
|
16
|
|
|
3,067
|
|
Asia Pacific
|
—
|
|
|
—
|
|
|
57
|
|
|
15,804
|
|
|
3
|
|
|
1,072
|
|
|
60
|
|
|
16,876
|
|
Tapestry Collection by Hilton
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23
|
|
|
3,182
|
|
|
23
|
|
|
3,182
|
|
Embassy Suites by Hilton
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
—
|
|
|
—
|
|
|
42
|
|
|
11,115
|
|
|
203
|
|
|
45,776
|
|
|
245
|
|
|
56,891
|
|
Americas (excluding U.S.)
|
—
|
|
|
—
|
|
|
3
|
|
|
667
|
|
|
5
|
|
|
1,330
|
|
|
8
|
|
|
1,997
|
|
Hilton Garden Inn
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
—
|
|
|
—
|
|
|
6
|
|
|
637
|
|
|
669
|
|
|
92,744
|
|
|
675
|
|
|
93,381
|
|
Americas (excluding U.S.)
|
—
|
|
|
—
|
|
|
11
|
|
|
1,561
|
|
|
41
|
|
|
6,379
|
|
|
52
|
|
|
7,940
|
|
Europe
|
—
|
|
|
—
|
|
|
22
|
|
|
4,040
|
|
|
47
|
|
|
7,774
|
|
|
69
|
|
|
11,814
|
|
Middle East and Africa
|
—
|
|
|
—
|
|
|
14
|
|
|
2,887
|
|
|
2
|
|
|
271
|
|
|
16
|
|
|
3,158
|
|
Asia Pacific
|
—
|
|
|
—
|
|
|
29
|
|
|
6,261
|
|
|
—
|
|
|
—
|
|
|
29
|
|
|
6,261
|
|
Hampton by Hilton
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
—
|
|
|
—
|
|
|
45
|
|
|
5,495
|
|
|
2,162
|
|
|
211,798
|
|
|
2,207
|
|
|
217,293
|
|
Americas (excluding U.S.)
|
—
|
|
|
—
|
|
|
13
|
|
|
1,685
|
|
|
97
|
|
|
11,617
|
|
|
110
|
|
|
13,302
|
|
Europe
|
—
|
|
|
—
|
|
|
18
|
|
|
2,956
|
|
|
68
|
|
|
10,560
|
|
|
86
|
|
|
13,516
|
|
Middle East and Africa
|
—
|
|
|
—
|
|
|
1
|
|
|
420
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
420
|
|
Asia Pacific
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
87
|
|
|
14,626
|
|
|
87
|
|
|
14,626
|
|
Tru by Hilton
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
76
|
|
|
7,277
|
|
|
76
|
|
|
7,277
|
|
Americas (excluding U.S.)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
90
|
|
|
1
|
|
|
90
|
|
Homewood Suites by Hilton
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
—
|
|
|
—
|
|
|
17
|
|
|
1,826
|
|
|
451
|
|
|
51,531
|
|
|
468
|
|
|
53,357
|
|
Americas (excluding U.S.)
|
—
|
|
|
—
|
|
|
2
|
|
|
261
|
|
|
22
|
|
|
2,456
|
|
|
24
|
|
|
2,717
|
|
Home2 Suites by Hilton
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
—
|
|
|
—
|
|
|
2
|
|
|
198
|
|
|
323
|
|
|
33,717
|
|
|
325
|
|
|
33,915
|
|
Americas (excluding U.S.)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
753
|
|
|
7
|
|
|
753
|
|
Other
|
—
|
|
|
—
|
|
|
3
|
|
|
1,450
|
|
|
2
|
|
|
876
|
|
|
5
|
|
|
2,326
|
|
Hotels
|
67
|
|
|
20,928
|
|
|
691
|
|
|
216,939
|
|
|
5,059
|
|
|
692,514
|
|
|
5,817
|
|
|
930,381
|
|
Hilton Grand Vacations
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
55
|
|
|
8,916
|
|
|
55
|
|
|
8,916
|
|
|
Total
|
67
|
|
|
20,928
|
|
|
691
|
|
|
216,939
|
|
|
5,114
|
|
|
701,430
|
|
|
5,872
|
|
|
939,297
|
|
(1)
|
Includes properties owned or leased by entities in which we own a noncontrolling financial interest.
|
Property
|
|
Location
|
|
Rooms
|
Hilton Hotels & Resorts
|
|
|
|
|
Hilton Nairobi(1)
|
|
Nairobi, Kenya
|
|
287
|
Hilton Odawara Resort & Spa(2)
|
|
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.
|
(2)
|
We sold this property in September 2019.
|
Property
|
|
Location
|
|
Ownership
|
|
Rooms
|
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
|
|
825
|
Ramses Hilton
|
|
Cairo, Egypt
|
|
817
|
Hilton London Kensington
|
|
London, United Kingdom
|
|
601
|
Hilton Vienna
|
|
Vienna, Austria
|
|
579
|
Property
|
|
Location
|
|
Rooms
|
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
|
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 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 Leicester
|
|
Leicester, United Kingdom
|
|
179
|
Hilton Nottingham
|
|
Nottingham, United Kingdom
|
|
176
|
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.
|
Name
|
|
Age
|
|
Position
|
Christopher J. Nassetta
|
|
56
|
|
President, Chief Executive Officer and Director
|
Jonathan D. Gray
|
|
49
|
|
Chairman of the Board of Directors
|
Charlene T. Begley
|
|
52
|
|
Director
|
Melanie L. Healey
|
|
58
|
|
Director
|
Raymond E. Mabus, Jr.
|
|
70
|
|
Director
|
Judith A. McHale
|
|
72
|
|
Director
|
John G. Schreiber
|
|
72
|
|
Director
|
Elizabeth A. Smith
|
|
56
|
|
Director
|
Douglas M. Steenland
|
|
67
|
|
Director
|
Kristin A. Campbell
|
|
57
|
|
Executive Vice President and General Counsel
|
Ian R. Carter
|
|
57
|
|
Executive Vice President and President, Global Development
|
Kevin J. Jacobs
|
|
46
|
|
Executive Vice President and Chief Financial Officer
|
Matthew W. Schuyler
|
|
54
|
|
Executive Vice President and Chief Human Resources Officer
|
Jonathan W. Witter
|
|
50
|
|
Executive Vice President and Chief Customer Officer
|
Name
|
|
Position
|
Christopher J. Nassetta
|
|
President & Chief Executive Officer ("CEO")
|
Kevin J. Jacobs
|
|
Executive Vice President ("EVP") & Chief Financial Officer ("CFO")
|
Jonathan W. Witter
|
|
EVP & Chief Customer Officer
|
Ian R. Carter
|
|
EVP & President, Global Development
|
Kristin A. Campbell
|
|
EVP & General Counsel
|
•
|
Net income of $769 million exceeded expectations.
|
•
|
Grew Adjusted EBITDA to $2,101 million, nearly 103% of target.
|
•
|
Increased system-wide comparable RevPAR 3.0% year over year.
|
•
|
Returned approximately $1.9 billion total capital to stockholders, approximately 9% of our market capitalization.
|
•
|
Opened more than one hotel per day adding over 450 hotels to surpass 5,600 total hotels across 113 countries and territories.
|
•
|
Net unit growth of approximately 7% year over year or 57,000 net new rooms. Conversions represented nearly 25% of new rooms opened.
|
•
|
Grew pipeline to 364,000 rooms, a 6% increase year over year.
|
•
|
Accelerated growth in emerging markets with 650 hotels in the pipeline, of which nearly 400 were in China.
|
•
|
Established industry-leading 2030 goals for our Travel with Purpose Strategy.
|
•
|
Research showcased the positive, world-changing impact Hilton has had over the last 100 years: the Hilton Effect.
|
•
|
Launched two new brands, Motto by Hilton and LXR Hotel & Resorts (our 15th and 16th brands).
|
•
|
Announced a strategic alliance with Playa expanding our all-inclusive resort portfolio.
|
•
|
Scaled the industry-first digital key technology with 7.6 million downloads in over 4,100 hotels around the world.
|
•
|
Rolled out Connected Room to 1,800 rooms, a first-of-its-kind, high-tech room where guests control their entire stay from their Honors App.
|
•
|
Achieved the highest rated travel app, which is downloaded every 8 seconds.
|
•
|
Launched a new campaign "EXPECT BETTER. EXPECT HILTON."
|
•
|
Grew Honors members by 20% year over year to over 85 million members.
|
•
|
Introduced "Explore" a new Honors App feature enabling guests to explore local neighborhoods based on recommendations from Hilton Team Members.
|
•
|
Ranked #2 for World's Best Workplaces 2018 by Great Place to Work, a 7 spot improvement from 2017.
|
•
|
Won Women's Choice Award for Best Hotel Chain Mid-Market (Hilton Hotels & Resorts).
|
•
|
Recognized on People's 2018 list of 50 Companies that Care by Great Place to Work.
|
•
|
Recognized on Fortune's 2018 list of the World's Most Admired Companies.
|
•
|
Ranked #1 for Fortune's 2019 100 Best Companies to Work For in the U.S., a 32 spot improvement from 2018.
|
•
|
Recognized by Great Place to Work: Diversity (#1); Parents (#1); in Asia (#1); in Europe (#1); Women (#14); and in 14 countries.
|
•
|
Received 34 diversity and inclusion awards from DiversityInc, including ranking as a top 10 company for: Supplier Diversity; Mentoring; People with Disabilities; Employee Resource Groups; and Diversity.
|
•
|
Social impact – Double spending on local, small and minority-owned suppliers.
|
•
|
Environmental impact – First major hotel company to institute science-based targets to reduce carbon emissions.
|
•
|
Our 2030 Targets are aligned to the United Nations Sustainable Development Goals.
|
•
|
Launched "Big Five" to drive sustainable travel and tourism across Africa with an initial investment of $1 million.
|
•
|
Hilton CEO elected Chairman of the World Travel & Tourism Council, partnering to elevate sustainable travel and tourism.
|
•
|
Launched the International Tourism Partnership's Goals for youth, water, carbon and human rights.
|
•
|
Connected, prepared or employed more than 900,000 young people through our Open Doors Pledge (to date).
|
•
|
Created over 28,000 new hotel jobs globally and expanded commitment to hire an additional 20,000 U.S. veterans, spouses and dependents by 2020 through Operation: Opportunity.
|
•
|
Support over 3,000 women, minority, veteran and LGBTQ-owned businesses through our award-winning Supplier Diversity Program.
|
•
|
Over 235,000 Team Member volunteer hours during the 2018 Global Week of Service.
|
•
|
Over $3 million dedicated support to disaster relief (to date).
|
•
|
Maintaining what we believe is the largest ISO certified portfolio in the world.
|
•
|
Removing plastic straws from all hotel operations.
|
•
|
Over 9.6 million recycled soap bars distributed and over 2.4 million pounds of soap and plastic bottles diverted from waste.
|
•
|
More than $1 billion cumulative savings from sustainability projects since 2009.
|
•
|
Member of Dow Jones Sustainability Indices in Collaboration with RobecoSAM.
|
•
|
Ranked #1 in our industry on the Dow Jones Sustainability Index North America.
|
•
|
Ranked #1 in our industry on America's Most Just Companies by Forbes and JUST Capital.
|
•
|
Achieved 100% rating in the Human Rights Campaign's Corporate Equality Index.
|
•
|
Ranked #2 on Forbes' Global 2000: Best Regarded Companies list.
|
•
|
Ranked in the top 50 on Fortune's Change the World List.
|
•
|
Deliver competitive levels of compensation to attract, retain and motivate highly-qualified executives.
|
•
|
Foster a strong relationship between long-term stockholder value and executive compensation by having a significant portion of compensation composed of long-term incentive ("LTI") awards.
|
•
|
Emphasize performance-based compensation contingent upon achieving financial and business area performance goals.
|
•
|
Promote the Company's core values of Hospitality, Integrity, Leadership, Teamwork, Ownership and Now.
|
•
|
Provide three main components, each designed to be consistent with our compensation philosophy: base salary, annual cash incentive and LTI awards.
|
•
|
Cultivate long-term value creation without taking unnecessary risks.
|
•
|
Combine both short- and long-term compensation to promote retention and foster our pay-for-performance environment.
|
•
|
Emphasize at-risk pay over fixed pay, yet create a positive work environment that rewards long-term achievements.
|
•
|
Motivate and reward for successfully executing our business strategies.
|
•
|
Avoid rigid categorical guidelines or formulas in setting the level and mix of compensation.
|
Compensation Process
|
In reviewing and establishing pay levels, we consider the following factors annually or more frequently as circumstances merit:
|
•
|
Compensation of executives serving in similar positions at peer companies.
|
•
|
Individual knowledge, experience and capabilities of the executives.
|
•
|
The executive's scope of responsibility, authority and accountability.
|
•
|
The level of pay relative to the Company's other executives ("internal equity").
|
•
|
With input from our Board and its independent compensation consultant, the Committee oversees and approves key aspects of executive compensation, including our CEO's and other executive officers' salaries, goals and payouts under the annual cash incentive plan, the size and structure of LTI awards and any executive perquisites or other benefits.
|
•
|
In determining compensation for our NEOs, the Committee considers the factors outlined above and consults with its independent compensation consultant and the CEO (regarding the NEOs, other than himself). In determining compensation for the CEO, the Committee also reviews the CEO's self-assessment of his performance against his Board-approved Company and business area objectives.
|
•
|
In implementing the Company's executive compensation program, the Committee takes into account the cyclical nature of the hospitality business, competitive market data and the alignment of the Company's total pay opportunity and pay outcomes with performance.
|
•
|
The CEO and Chief Human Resources Officer work closely with the Committee in managing the executive compensation program and attend meetings of the Committee.
|
•
|
The CEO makes recommendations to the Committee regarding compensation for executive officers other than himself.
|
•
|
The Committee's independent compensation consultant, Exequity, provides research, survey information and analysis, incentive design expertise and other analyses related to compensation levels and design. Exequity also updates the Committee on trends and developments related to executive compensation practices and provides its views to the Committee on best practices when evaluating executive pay programs and policies.
|
•
|
In 2018, Exequity's services to the Committee included, among other things, providing perspective on current trends and developments in executive and director compensation, analyzing benchmarking data and evaluating our peer group composition. It otherwise performed no other services for the Company. The Committee evaluated whether any of the work provided by Exequity during 2018 raised any conflict of interest and determined that it did not.
|
•
|
Industries that attract and retain similar talent.
|
•
|
Global presence and brand recognition.
|
•
|
Comparable size based on annual revenue, system-wide revenue of approximately $43 billion,(1) market capitalization, Adjusted EBITDA and number of employees.
|
•
|
Additions—Travel industry peers (Booking Holdings Inc. and Expedia Group, Inc.), a talent competitor due to their close geographic proximity to our corporate headquarters (Capital One Financial Corporation) and a global consumer brand that is also a global travel and hospitality company (The Walt Disney Company)
|
•
|
Exits—Companies with lower business model comparability (Avis Budget Group, Inc., Darden Restaurants, Inc., FedEx Corporation, General Mills, Inc. and Kellogg Company), a real estate business no longer appropriate post-spin (Host Hotels & Resorts, Inc.) and an acquisition (Starwood Hotels & Resorts Worldwide, Inc.)
|
2018 Executive Compensation Peer Group Companies
|
||||
Hospitality
|
|
Travel
|
|
Global Consumer Brands & Restaurants
|
Hyatt Hotels Corporation
|
|
Booking Holdings Inc.
|
|
Capital One Financial Corporation
|
Marriott International, Inc.
|
|
Carnival Corporation
|
|
McDonald's Corporation
|
Wyndham Worldwide Corporation(2)
|
|
Expedia Group, Inc.
|
|
NIKE, Inc.
|
|
|
Las Vegas Sands Corporation
|
|
Starbucks Corporation
|
|
|
MGM Resorts International
|
|
The Walt Disney Company
|
|
|
Royal Caribbean Cruises, Ltd.
|
|
YUM! Brands, Inc.
|
|
|
United Continental Holdings, Inc.
|
|
|
|
|
Wynn Resorts, Limited
|
|
|
(1)
|
2018 system-wide revenue reflects estimated revenues of franchised properties, in addition to revenues from properties managed, owned or leased by Hilton.
|
(2)
|
In 2018, Wyndham Worldwide Corporation was renamed Wyndham Destinations, Inc. and completed the spin-off of Wyndham Hotels & Resorts, Inc. External market data reviewed for 2018 reflected Wyndham Worldwide Corporation compensation information.
|
(1)
|
Performance awards granted in 2018 were performance-vesting restricted stock units. In prior years, performance-vesting restricted stock was granted.
|
(2)
|
RSUs and performance awards accrue dividend equivalents payable in cash following vesting, to the extent the underlying award vests. No dividend equivalents are paid unless the underlying RSUs or performance awards vest.
|
Name
|
|
2017 Base Salary
|
|
2018 Base Salary
|
|
Percent Increase 2017 to 2018
|
||||
Christopher J. Nassetta
|
|
$
|
1,250,000
|
|
|
$
|
1,250,000
|
|
|
—
|
Kevin J. Jacobs
|
|
800,000
|
|
|
824,000
|
|
|
3.0%
|
||
Jonathan W. Witter
|
|
800,000
|
|
|
824,000
|
|
|
3.0%
|
||
Ian R. Carter
|
|
764,909
|
|
|
787,856
|
|
|
3.0%
|
||
Kristin A. Campbell
|
|
655,636
|
|
|
681,861
|
|
|
4.0%
|
Name
|
|
Threshold(1)
|
|
Target(1)
|
|
Maximum(1)
|
Christopher J. Nassetta
|
|
75%
|
|
150%
|
|
300%
|
Kevin J. Jacobs
|
|
50%
|
|
100%
|
|
150%
|
Jonathan W. Witter
|
|
50%
|
|
100%
|
|
150%
|
Ian R. Carter
|
|
50%
|
|
100%
|
|
150%
|
Kristin A. Campbell
|
|
50%
|
|
100%
|
|
150%
|
(1)
|
As a percentage of base salary.
|
Name
|
|
Primary Business Area Performance Goals
|
Christopher J. Nassetta
|
|
• Compilation of the actual performance of each business area against predetermined objectives, including organizational strength goals, representing results across all areas of the Company
|
|
|
|
Kevin J. Jacobs
|
|
• Drive stockholder return through efficient capital allocation and optimizing the balance sheet
• Maximize value in our global hotel portfolio
• Continue to bolster our financial compliance and control culture
|
|
|
|
Jonathan W. Witter
|
|
• Drive integrated performance across all our categories and brands
• Drive innovation to deliver high quality, consistent and distinctive brands
• Win on customer experience and be the hotel of choice for owners
|
|
|
|
Ian R. Carter
|
|
• Drive system-wide net unit growth
• Expand our global footprint by filling strategic market gaps, expanding our luxury portfolio and achieving our international growth strategy
• Execute owner agreements and construction starts globally across all our brands
|
|
|
|
Kristin A. Campbell
|
|
• Support key business area objectives across the organization
• Enhance our governance, compliance and privacy capabilities globally
• Drive legal process and efficiency improvements across the organization
|
(1)
|
For each NEO other than Mr. Witter, the financial performance measure was based solely on Adjusted EBITDA, which is calculated as set forth in "Management's Discussion and Analysis of Financial Condition and Results of Operations." Mr. Witter's financial measure included both Adjusted EBITDA (20% of his total award opportunity) and Franchise Fees (20% of his total award opportunity). Franchise Fees are presented in the consolidated statements of operations in our consolidated financial statements included elsewhere in this prospectus.
|
(1)
|
To receive a payout, actual performance must exceed the threshold performance goal. For actual performance between the specified threshold, target and maximum levels, the resulting payout percentage would be adjusted on a linear basis.
|
(2)
|
As described on the previous page, for each NEO other than Mr. Witter, the financial performance measure was based solely on Adjusted EBITDA. Mr. Witter's financial measure included both Adjusted EBITDA (20% of his total award opportunity) and Franchise Fees (20% of his total award opportunity).
|
Name
|
|
Year-End Base Salary
|
|
Target Annual
Cash Incentive Opportunity as a Percentage of Base Salary
|
|
Target Annual Cash Incentive Opportunity
|
|
Actual Amount Earned as a Percentage of Target Payout
|
|
Amount Earned under Annual Cash Incentive Program
|
||||||
Christopher J. Nassetta
|
|
$
|
1,250,000
|
|
|
150%
|
|
$
|
1,875,000
|
|
|
131.4%
|
|
$
|
2,462,813
|
|
Kevin J. Jacobs
|
|
824,000
|
|
|
100%
|
|
824,000
|
|
|
112.7%
|
|
928,730
|
|
|||
Jonathan W. Witter
|
|
824,000
|
|
|
100%
|
|
824,000
|
|
|
112.9%
|
|
929,884
|
|
|||
Ian R. Carter
|
|
787,856
|
|
|
100%
|
|
787,856
|
|
|
118.7%
|
|
935,501
|
|
|||
Kristin A. Campbell
|
|
681,861
|
|
|
100%
|
|
681,861
|
|
|
115.1%
|
|
784,959
|
|
Name
|
|
2017 Target Long-Term Incentive(1)
|
|
2018 Target Long-Term Incentive(1)
|
|
Percent Increase 2017 to 2018
|
||||
Christopher J. Nassetta
|
|
$
|
6,875,000
|
|
|
$
|
15,833,000
|
|
|
130.3%
|
Kevin J. Jacobs
|
|
2,400,000
|
|
|
2,852,000
|
|
|
18.8%
|
||
Jonathan W. Witter
|
|
2,400,000
|
|
|
2,852,000
|
|
|
18.8%
|
||
Ian R. Carter
|
|
1,966,909
|
|
|
2,052,916
|
|
|
3.0%
|
||
Kristin A. Campbell
|
|
1,639,091
|
|
|
1,881,677
|
|
|
14.8%
|
(1)
|
The dollar values above represent the nominal amounts used to determine the number of performance award units, RSUs and stock options granted. For the grant date fair value of the 2018 awards computed in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 718, see the "Summary Compensation Table" and "Grants of Plan-Based Awards Table."
|
(1)
|
FCF per share is calculated as: (a) net cash provided by (used in) operating activities reported in accordance with GAAP, less (b) capital expenditures as disclosed by the Company in reports filed with or furnished to the SEC, plus (c) costs and expenses, including tax payments, relating to asset purchases and disposals, including the spin-offs of Park and HGV and (d) excluding the impact on annual adjusted free cash flow resulting from any loyalty program advanced point sales; the result of which is divided by (e) the reported diluted weighted number of shares outstanding for the last calendar year being measured.
|
(2)
|
In order to receive a payout, actual performance must exceed the threshold performance goal. For actual performance between the specified threshold, target and maximum levels, the resulting payout percentage will be adjusted on a linear basis.
|
Award Type
|
|
Provisions for Unvested Awards
|
Performance Shares
|
|
• Death or "disability" (as defined in the Incentive Plan): Prorated portion will immediately vest at target levels(1)
• "Change in control" (as defined in the Incentive Plan): Immediate vesting only if there is a qualifying termination (as described in the applicable award agreement) within 12 months following a change in control (a "double trigger")(2)
• Retirement: Prorated portion will remain outstanding and eligible to vest at the end of the performance period based on actual performance(1)(3)
• Other reasons: Forfeited(4)
|
|
|
|
Restricted Stock Units
|
|
• Death or disability: Immediately vest
• Change in control: Immediate vesting occurs only upon a double trigger(2)
• Retirement: Continue to vest according to the original vesting schedule(3)
• Other reasons: Forfeited(4)
|
|
|
|
Stock Options
|
|
• Death or disability: Immediately vest and become exercisable
• Change in control: Immediate vesting occurs only upon a double trigger(2)
• Retirement: Continue to vest according to the original vesting schedule(3)
• Other reasons: Forfeited unvested(4)
|
(1)
|
Prorated based on the number of days in the applicable three-year period that have elapsed prior to termination.
|
(2)
|
Upon a change in control without a qualifying termination event, unvested awards continue to vest according to their original schedule. For performance awards, the number of units subject to each award will be based on actual performance through the most recently completed fiscal quarter prior to the change in control or at a level as determined by the Committee in its good faith discretion.
|
(3)
|
"Retirement" is defined as a termination of employment for any reason (other than for cause when grounds for cause exist or due to death or disability) after having reached age 55 and achieved at least 10 years of service, provided that the grant was made at least 6 months prior to the executive's retirement.
|
(4)
|
Termination for any other reason generally results in forfeiture of all unvested awards. However, for Mr. Witter's RSU sign-on award that vests over two years (as shown in the "Outstanding Equity Awards at 2018 Fiscal Year-End" table), if the Company terminates Mr. Witter's employment without cause prior to May 24, 2019, any unvested RSUs will immediately vest.
|
(5)
|
Upon death or disability, vested options remain exercisable for one year. Upon a double trigger following change in control, vested options remain exercisable for 90 days. Upon retirement, vested options remain exercisable until the earlier of (x) the original expiration date or (y) five years from retirement. Upon termination for cause or a violation of specified restrictive covenants, all vested and unvested options terminate and all other unvested awards are forfeited. Upon termination for other reasons, vested options remain exercisable for 90 days. In no case will options remain exercisable later than the original expiration date.
|
General Benefits
|
|
• Health and Welfare Benefits—Our executives, including NEOs, are eligible for benefits including group health, dental and disability insurance and basic life insurance premiums. These benefits are intended to provide competitive and adequate protection in case of sickness, disability or death, and the NEOs participate in these plans on the same basis as all other employees.
|
|
|
|
Retirement Savings Benefits
|
|
• 401(k) Plan—The Company maintains a tax-qualified 401(k) plan, under which the Company matches 100% of employee contributions up to 3% of eligible compensation and 50% of employee contributions on the next 2% of eligible compensation.
• Executive Deferred Compensation Plan ("EDCP")—We have historically offered the NEOs and other senior management the opportunity to supplement their retirement and other tax-deferred savings through Hilton's EDCP. Those eligible to participate in the EDCP could elect to defer up to 80% of their annual salary and up to 100% of their bonus. The Company did not provide a contribution or match to the EDCP. As of December 31, 2018, the EDCP was frozen, meaning no new participants may enter the plan and no compensation that is earned after December 31, 2018 may be deferred. Additional information about the EDCP is reflected under "2018 Nonqualified Deferred Compensation."
|
|
|
|
Perquisites
|
|
• Limited Program—We provide limited perquisites to our NEOs when determined to be necessary and appropriate. The value of the NEOs' perquisites and other personal benefits are reflected in the "All Other Compensation" column of the "Summary Compensation Table" and the accompanying footnote. The cost of these benefits has historically been a small percentage of the overall compensation package. We believe that these benefits and perquisites are competitive in our industry and consistent with our overall compensation philosophy.
|
|
|
• All NEOs—We provide our NEOs with the opportunity for an annual physical examination. We also provide NEOs complimentary rooms, food and beverage and on-site services while on personal travel at Company-branded hotels. The travel-related benefits are consistent with our peers in the hospitality industry and offered to encourage our NEOs to visit and evaluate our properties.
• CEO—We provide Mr. Nassetta with a life insurance benefit for his family and the associated taxes. In addition, Mr. Nassetta is authorized to use Company aircraft for all travel, which is the Company's preference, due to security reasons and the global nature of our business. This method of travel enables Mr. Nassetta to efficiently respond to business priorities and to use travel time in a productive manner for the Company.
|
•
|
Emphasize long-term performance—Our LTI program is designed to focus executives on long-term stockholder value and emphasize achievement of strategic objectives over the next several years.
|
•
|
Engage an independent compensation consultant—The Committee's consultant does not provide any other services to the Company.
|
•
|
Apply double trigger vesting in the event of a change in control—Cash severance benefits are payable and vesting of equity awards is accelerated only upon a "double trigger," meaning when an executive's employment is terminated following a change in control. For performance awards, the Committee implemented double trigger vesting beginning with grants made in 2017 to better align with market practices and stockholder interests. As a result, all of the Company's outstanding equity awards (other than the performance awards that vested on December 31, 2018) accelerate vesting only upon a double trigger.
|
•
|
Provide limited perquisites—Our NEOs receive perquisites consistent with industry practices and participate in the same Company-wide plans and programs offered to all eligible employees.
|
•
|
Apply a clawback policy—The Committee has discretion to recover incentive compensation paid or awarded based on financial results impacted by fraud or misconduct.
|
•
|
Evaluate share utilization—The Committee annually reviews share utilization, burn rate and dilution levels resulting from our compensation practices.
|
•
|
Establish caps on maximum payouts—The Committee sets maximum amounts that may be payable for annual cash incentive compensation and long-term performance awards.
|
•
|
Provide employment agreements or individual change in control agreements for our NEOs—The Committee has determined that employment agreements are not necessary to attract members of our executive team.
|
•
|
Allow pledging, hedging or short-sale transactions—Per our Insider Trading Policy, all covered persons are prohibited from purchasing Company securities on margin or pledging Company securities as collateral. Further, we do not permit short sales or the purchase or sale of derivative instruments based on the Company's securities.
|
•
|
Reprice or buyout underwater stock options—Our Incentive Plans do not permit the repricing or substitution of underwater stock options except with stockholder approval. Our Incentive Plans also do not permit the grant of stock options with below-market exercise prices, except in connection with certain corporate transactions.
|
•
|
Pay dividends or dividend equivalents on any unvested equity awards prior to vesting—Our Incentive Plans and associated award agreements prohibit the payment and delivery of dividends and dividend equivalents on unvested RSUs and performance awards, unless and until the underlying award vests.
|
Role
|
|
Salary Multiple
|
CEO
|
|
5 times base salary
|
Other Executive Officers
|
|
3 times base salary
|
•
|
Balances fixed versus at-risk compensation
|
•
|
Balances short-term cash and LTI compensation
|
•
|
Provides that at-risk compensation is based on a variety of qualitative and quantitative performance goals, including the Company's stock price, the Company's overall financial performance and the performance of specific business area objectives
|
•
|
Caps the executives' incentive compensation opportunities
|
•
|
Provides the Committee with discretion to reduce the annual incentive amount awarded
|
•
|
Significant stock ownership requirements
|
•
|
Provides for a clawback of the executive's compensation in specified circumstances
|
•
|
Prohibits pledging and hedging of Company stock
|
Name
|
|
Year
|
|
Salary(1)
|
|
Bonus(2)
|
|
Stock Awards(3)(4)
|
|
Option Awards(3)
|
|
Non-Equity Incentive Plan Compensation
|
|
Change in Pension Value & Nonqualified Deferred Compensation Earnings(5)
|
|
All Other Compensation(6)
|
|
Total
|
||||||||||||||||
Christopher J. Nassetta
President& Chief
Executive Officer
|
|
2018
|
|
$
|
1,250,000
|
|
|
$
|
—
|
|
|
$
|
11,874,648
|
|
|
$
|
3,958,229
|
|
|
$
|
2,462,813
|
|
|
$
|
—
|
|
|
$
|
244,879
|
|
|
$
|
19,790,569
|
|
|
2017
|
|
1,242,308
|
|
|
—
|
|
|
13,156,151
|
|
|
1,718,737
|
|
|
2,604,375
|
|
|
—
|
|
|
69,127
|
|
|
18,790,698
|
|
|||||||||
|
2016
|
|
1,200,000
|
|
|
—
|
|
|
6,532,917
|
|
|
1,319,999
|
|
|
1,883,905
|
|
|
—
|
|
|
64,507
|
|
|
11,001,328
|
|
|||||||||
Kevin J. Jacobs
EVP & Chief Financial
Officer
|
|
2018
|
|
820,308
|
|
|
—
|
|
|
2,138,959
|
|
|
712,996
|
|
|
928,730
|
|
|
—
|
|
|
11,000
|
|
|
4,611,993
|
|
||||||||
|
2017
|
|
791,808
|
|
|
—
|
|
|
5,799,912
|
|
|
599,999
|
|
|
942,080
|
|
|
—
|
|
|
10,800
|
|
|
8,144,599
|
|
|||||||||
|
2016
|
|
743,404
|
|
|
—
|
|
|
2,091,147
|
|
|
422,295
|
|
|
735,927
|
|
|
—
|
|
|
24,245
|
|
|
4,017,018
|
|
|||||||||
Jonathan W. Witter
EVP & Chief Customer
Officer
|
|
2018
|
|
820,308
|
|
|
—
|
|
|
2,138,959
|
|
|
712,996
|
|
|
929,884
|
|
|
—
|
|
|
11,000
|
|
|
4,613,147
|
|
||||||||
|
2017
|
|
584,615
|
|
|
250,000
|
|
|
10,299,938
|
|
|
599,988
|
|
|
648,338
|
|
|
—
|
|
|
—
|
|
|
12,382,879
|
|
|||||||||
Ian R. Carter
EVP & President,
Global Development
|
|
2018
|
|
784,326
|
|
|
—
|
|
|
1,519,315
|
|
|
506,466
|
|
|
935,501
|
|
|
—
|
|
|
—
|
|
|
3,745,608
|
|
||||||||
|
2017
|
|
761,482
|
|
|
—
|
|
|
1,475,159
|
|
|
491,725
|
|
|
908,722
|
|
|
195,315
|
|
|
—
|
|
|
3,832,403
|
|
|||||||||
|
2016
|
|
739,302
|
|
|
—
|
|
|
1,891,199
|
|
|
381,921
|
|
|
765,859
|
|
|
—
|
|
|
2,836
|
|
|
3,781,117
|
|
|||||||||
Kristin A. Campbell
EVP & General Counsel
|
|
2018
|
|
677,826
|
|
|
—
|
|
|
1,411,161
|
|
|
470,416
|
|
|
784,959
|
|
|
—
|
|
|
11,000
|
|
|
3,355,362
|
|
||||||||
|
2017
|
|
652,699
|
|
|
—
|
|
|
3,229,219
|
|
|
409,771
|
|
|
780,436
|
|
|
—
|
|
|
10,800
|
|
|
5,082,925
|
|
|||||||||
|
2016
|
|
633,688
|
|
|
—
|
|
|
1,575,984
|
|
|
318,266
|
|
|
643,033
|
|
|
—
|
|
|
12,963
|
|
|
3,183,934
|
|
(1)
|
Amounts in this column reflect the salary earned during the fiscal year, whether paid or deferred under the Company's employee benefit plans.
|
(2)
|
Represents the sign-on bonus awarded to Mr. Witter.
|
(3)
|
Represents the aggregate grant date fair value of the awards computed in accordance with FASB ASC Topic 718, using the assumptions discussed in Note 16: "Share-Based Compensation" of the audited consolidated financial statements included in this prospectus.
|
(4)
|
In accordance with the SEC's rules, dividend equivalents that accrued on the executives' RSUs and performance awards granted in 2018 are not reported above because dividends were factored into the grant date fair value of these awards.
|
(5)
|
For 2018, the actual annual change in pension value was negative ($111,984) for Mr. Carter, but it is not reflected in the table pursuant to SEC regulations regarding negative amounts. Amounts reported represent the aggregate change in the actuarial present value of Mr. Carter's accumulated benefit under the defined-present value of the retirement pension due based on assumptions described below. This value is the sum that would be payable should Mr. Carter choose to transfer his benefits from the U.K. Pension Plan in full as of December 31, 2018, 2017 and 2016. The key financial assumptions used in the calculation of the present value included discount rates of 4.65%, 4.50% and 4.65% for 2018, 2017 and 2016, respectively, CPI inflation of 2.50%, 2.45% and 2.75% for 2018, 2017 and 2016, respectively, and pension inflation of 1.60%, 1.60% and 1.80% for 2018, 2017 and 2016, respectively. The Company does not provide any of its executives with any above-market or preferential earnings on nonqualified deferred compensation.
|
(6)
|
All Other Compensation for 2018 includes:
|
Name
|
|
Company 401(k) Match
|
|
Insurance Premiums(a)
|
|
Personal Use of Company Aircraft(b)
|
|
Reimbursements for Taxes Incurred for Specified Perquisites(c)
|
|
Other(d)
|
|
Total
|
||||||||||||
Christopher J. Nassetta
|
|
$
|
11,000
|
|
|
$
|
7,525
|
|
|
$
|
93,147
|
|
|
$
|
106,958
|
|
|
$
|
26,249
|
|
|
$
|
244,879
|
|
Kevin J. Jacobs
|
|
11,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,000
|
|
||||||
Jonathan W. Witter
|
|
11,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,000
|
|
||||||
Ian R. Carter
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Kristin A. Campbell
|
|
11,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,000
|
|
(a)
|
Employer-paid premiums for Mr. Nassetta's executive life insurance policy.
|
(b)
|
Mr. Nassetta is authorized to use the Company aircraft for all travel, which is the Company's preference, due to security reasons and the global nature of our business. This method of travel enables Mr. Nassetta to efficiently respond to business priorities and to use travel time in a productive manner for the Company. The amount reported reflects incremental costs for personal use of the Company aircraft by Mr. Nassetta and his accompanying guests and is determined by calculating an hourly variable rate (e.g., fuel, catering, certain maintenance costs, landing fees, crew travel and other miscellaneous variable costs) for the aircraft and then multiplying the result by the hours flown for personal use. The amount does not include the fixed costs that do not change based on usage, such as crew salaries and hangar storage costs.
|
(c)
|
Reflects $79,213 of employer-paid taxes owed with respect to Mr. Nassetta's personal use of the Company aircraft, $6,182 of employer-paid taxes owed in connection with his employer-paid executive life insurance policy and $21,563 of employer-paid taxes owed in connection with employer-paid expenses incurred at Company-branded hotels while on personal travel.
|
(d)
|
Employer-paid expenses incurred at Company-branded hotels while on personal travel.
|
|
|
|
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards(1)
|
Estimated Future Payouts Under Equity Incentive Plan Awards(2)
|
All Other Stock Awards: Number of Shares of Stock or Units
(#)
|
All Other Option Awards: Number of Securities Underlying Options
(#)
|
Exercise or Base Price of Option Awards
($/sh)
|
Grant Date Fair Value of Stock and Option Awards(3)
($)
|
||||||||||||||||||||
Name
|
Award Type
|
Grant Date
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Threshold
(#)
|
Target
(#)
|
Maximum
(#)
|
||||||||||||||||||||
Christopher J. Nassetta
|
Annual Cash Incentive
|
—
|
|
$
|
46,875
|
|
$
|
1,875,000
|
|
$
|
3,750,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
Performance Awards
|
3/1/18
|
|
—
|
|
—
|
|
—
|
|
49,883
|
|
99,766
|
|
199,532
|
|
—
|
|
—
|
|
—
|
|
7,916,432
|
|
|||||
|
RSUs
|
3/1/18
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
49,883
|
|
—
|
|
—
|
|
3,958,216
|
|
|||||
|
Stock Options
|
3/1/18
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
166,452
|
|
79.35
|
|
3,958,229
|
|
|||||
Kevin J. Jacobs
|
Annual Cash Incentive
|
—
|
|
41,200
|
|
824,000
|
|
1,236,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
|
Performance Awards
|
3/1/18
|
|
—
|
|
—
|
|
—
|
|
8,985
|
|
17,971
|
|
35,942
|
|
—
|
|
—
|
|
—
|
|
1,425,999
|
|
|||||
|
RSUs
|
3/1/18
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
8,985
|
|
—
|
|
—
|
|
712,960
|
|
|||||
|
Stock Options
|
3/1/18
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
29,983
|
|
79.35
|
|
712,996
|
|
|||||
Jonathan W. Witter
|
Annual Cash Incentive
|
—
|
|
41,200
|
|
824,000
|
|
1,236,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
|
Performance Awards
|
3/1/18
|
|
—
|
|
—
|
|
—
|
|
8,985
|
|
17,971
|
|
35,942
|
|
—
|
|
—
|
|
—
|
|
1,425,999
|
|
|||||
|
RSUs
|
3/1/18
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
8,985
|
|
—
|
|
—
|
|
712,960
|
|
|||||
|
Stock Options
|
3/1/18
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
29,983
|
|
79.35
|
|
712,996
|
|
|||||
Ian R. Carter
|
Annual Cash Incentive
|
—
|
|
39,393
|
|
787,856
|
|
1,181,784
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
|
Performance Awards
|
3/1/18
|
|
—
|
|
—
|
|
—
|
|
6,382
|
|
12,765
|
|
25,530
|
|
—
|
|
—
|
|
—
|
|
1,012,903
|
|
|||||
|
RSUs
|
3/1/18
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
6,382
|
|
—
|
|
—
|
|
506,412
|
|
|||||
|
Stock Options
|
3/1/18
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
21,298
|
|
79.35
|
|
506,466
|
|
|||||
Kristin A. Campbell
|
Annual Cash Incentive
|
—
|
|
34,093
|
|
681,861
|
|
1,022,792
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
|
Performance Awards
|
3/1/18
|
|
—
|
|
—
|
|
—
|
|
5,928
|
|
11,856
|
|
23,712
|
|
—
|
|
—
|
|
—
|
|
940,774
|
|
|||||
|
RSUs
|
3/1/18
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
5,928
|
|
—
|
|
—
|
|
470,387
|
|
|||||
|
Stock Options
|
3/1/18
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
19,782
|
|
79.35
|
|
470,416
|
|
(1)
|
Reflects the possible payouts under the 2018 annual cash incentive program. Amounts reported in the "Threshold" column assume that there is no payout under the Adjusted EBITDA component of the annual cash incentive program and that the NEO only earns the minimum payout for the one business area or organizational strength performance objective that has been assigned the lowest weighting. The actual amounts paid are described in the "Non-Equity Incentive Plan Compensation" column of the "Summary Compensation Table."
|
(2)
|
As described in further detail under "LTI Program," the performance awards granted have a three-year performance period ending on December 31, 2020 with 50% vesting based on FCF per share CAGR and 50% vesting based on EBITDA CAGR. Amounts reported in the "Threshold" column assume that 50% of the target performance awards will vest and amounts reported in the "Maximum" column assume that 200% of the target performance awards will vest.
|
(3)
|
Represents the grant date fair value of the awards computed in accordance with FASB ASC Topic 718, using the assumptions discussed in Note 16: "Share-Based Compensation" of the audited consolidated financial statements included in this prospectus. The stock options have an exercise price per share equal to the closing price of the Company's common stock as reported on the NYSE on the date of grant.
|
Name
|
Grant Date
|
Number of Securities Underlying Unexercised Options Exercisable
(#)
|
Number of Securities Underlying Unexercised Options Unexercisable(1)(2)
(#)
|
Option Exercise Price
($/sh)
|
Option Expiration Date
|
Number of Shares or Units of Stock That Have Not Vested(2)
(#)
|
Market Value of Shares or Units of Stock That Have Not Vested(3)
($)
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(2)(4)
(#)
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(3)(4)
($)
|
||||||||||||
Christopher J. Nassetta
|
2/19/14
|
74,977
|
|
—
|
|
$
|
45.46
|
|
2/19/24
|
|
—
|
|
|
$
|
—
|
|
—
|
|
$
|
—
|
|
|
2/10/15
|
71,125
|
|
—
|
|
57.99
|
|
2/10/25
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|||
|
2/18/16
|
76,192
|
|
38,097
|
|
41.41
|
|
2/18/26
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|||
|
2/27/17
|
41,335
|
|
82,672
|
|
58.02
|
|
2/27/27
|
|
14,812
|
|
(5)
|
1,063,502
|
|
118,492
|
|
8,507,726
|
|
|||
|
2/27/17
|
—
|
|
—
|
|
—
|
|
—
|
|
91,923
|
|
(6)
|
6,600,071
|
|
—
|
|
—
|
|
|||
|
3/1/18
|
—
|
|
166,452
|
|
79.35
|
|
3/1/28
|
|
49,883
|
|
(5)
|
3,581,599
|
|
199,532
|
|
14,326,398
|
|
|||
Kevin J. Jacobs
|
2/19/14
|
22,493
|
|
—
|
|
45.46
|
|
2/19/24
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|||
|
2/10/15
|
23,143
|
|
—
|
|
57.99
|
|
2/10/25
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|||
|
2/18/16
|
24,374
|
|
12,189
|
|
41.41
|
|
2/18/26
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|||
|
2/27/17
|
14,429
|
|
28,861
|
|
58.02
|
|
2/27/27
|
|
5,171
|
|
(5)
|
371,278
|
|
41,364
|
|
2,969,935
|
|
|||
|
2/27/17
|
—
|
|
—
|
|
—
|
|
—
|
|
45,961
|
|
(6)
|
3,300,000
|
|
—
|
|
—
|
|
|||
|
3/1/18
|
—
|
|
29,983
|
|
79.35
|
|
3/1/28
|
|
8,985
|
|
(5)
|
645,123
|
|
35,942
|
|
2,580,636
|
|
|||
Jonathan W. Witter
|
5/24/17
|
12,665
|
|
25,333
|
|
65.48
|
|
5/24/27
|
|
4,582
|
|
(5)
|
328,988
|
|
36,652
|
|
2,631,614
|
|
|||
|
5/24/17
|
—
|
|
—
|
|
—
|
|
—
|
|
45,816
|
|
(7)
|
3,289,589
|
|
—
|
|
—
|
|
|||
|
5/24/17
|
—
|
|
—
|
|
—
|
|
—
|
|
34,362
|
|
(8)
|
2,467,192
|
|
—
|
|
—
|
|
|||
|
3/1/18
|
—
|
|
29,983
|
|
79.35
|
|
3/1/28
|
|
8,985
|
|
(5)
|
645,123
|
|
35,942
|
|
2,580,636
|
|
|||
Ian R. Carter
|
2/19/14
|
22,493
|
|
—
|
|
45.46
|
|
2/19/24
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|||
|
2/10/15
|
20,931
|
|
—
|
|
57.99
|
|
2/10/25
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|||
|
2/18/16
|
22,044
|
|
11,024
|
|
41.41
|
|
2/18/26
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|||
|
2/27/17
|
11,825
|
|
23,653
|
|
58.02
|
|
2/27/27
|
|
4,238
|
|
(5)
|
304,288
|
|
33,900
|
|
2,434,020
|
|
|||
|
3/1/18
|
—
|
|
21,298
|
|
79.35
|
|
3/1/28
|
|
6,382
|
|
(5)
|
458,228
|
|
25,530
|
|
1,833,054
|
|
|||
Kristin A. Campbell
|
2/19/14
|
18,744
|
|
—
|
|
45.46
|
|
2/19/24
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|||
|
2/10/15
|
17,442
|
|
—
|
|
57.99
|
|
2/10/25
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|||
|
2/18/16
|
18,370
|
|
9,186
|
|
41.41
|
|
2/18/26
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|||
|
2/27/17
|
9,854
|
|
19,711
|
|
58.02
|
|
2/27/27
|
|
3,531
|
|
(5)
|
253,526
|
|
28,250
|
|
2,028,350
|
|
|||
|
2/27/17
|
—
|
|
—
|
|
—
|
|
—
|
|
22,981
|
|
(6)
|
1,650,036
|
|
—
|
|
—
|
|
|||
|
3/1/18
|
—
|
|
19,782
|
|
79.35
|
|
3/1/28
|
|
5,928
|
|
(5)
|
425,630
|
|
23,712
|
|
1,702,522
|
|
(1)
|
Stock options granted in February vest in three equal annual installments beginning on the following February 15, which is approximately the first anniversary of the grant date. Stock options granted in March vest in three equal annual installments beginning on the following March 3, which is approximately the first anniversary of the grant date.
|
(2)
|
For information on vesting upon specified termination events or a change in control, see "LTI Program" and "Potential Payments Upon Termination or Change in Control."
|
(3)
|
Amounts reported are based on the closing price of our common stock on the NYSE as of December 31, 2018 ($71.80) multiplied by the number of outstanding shares.
|
(4)
|
Performance awards vest according to EBITDA CAGR and FCF per share CAGR at the end of a three-year performance period. In the table above, the number and market value of units reported reflect maximum achievement based on the Company's performance as of December 31, 2018. The actual number of units that will be distributed is not yet determinable.
|
(5)
|
RSUs granted in 2017 vest in two equal annual installments beginning on the following February 15, which is approximately the first anniversary of the grant date for all NEOs other than Mr. Witter, whose RSUs were granted in May 2017. RSUs granted March 2018 vest in two equal annual installments beginning on the following March 3, which is approximately the first anniversary of the grant date.
|
(6)
|
Spin-off grants awarded in February 2017 vest in three equal annual installments beginning on February 15, 2018, which is approximately the first anniversary of the grant date. The Committee awarded the spin-off grants in recognition of contributions towards the completion of the January 2017 spin-offs and to promote retention of key executives. The spin-offs completed Hilton's transformation into a fee-based, capital-efficient business model.
|
(7)
|
Sign-on RSUs granted to Mr. Witter that vest in four equal annual installments beginning on the first anniversary of the grant date.
|
(8)
|
Sign-on RSUs granted to Mr. Witter that vest in two equal annual installments beginning on the first anniversary of the grant date.
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||||
Name
|
|
Number of Shares Acquired on Exercise
|
|
Value Realized on Exercise
|
|
Number of Shares Acquired on Vesting(1)
|
|
Value Realized on Vesting(2)
|
||||||
Christopher J. Nassetta
|
|
—
|
|
|
$
|
—
|
|
|
172,350
|
|
|
$
|
13,353,562
|
|
Kevin J. Jacobs
|
|
—
|
|
|
—
|
|
|
63,845
|
|
|
5,008,328
|
|
||
Jonathan W. Witter
|
|
—
|
|
|
—
|
|
|
54,213
|
|
|
4,458,682
|
|
||
Ian R. Carter
|
|
—
|
|
|
—
|
|
|
36,520
|
|
|
2,735,049
|
|
||
Kristin A. Campbell
|
|
—
|
|
|
—
|
|
|
41,923
|
|
|
3,250,776
|
|
(1)
|
Includes shares received from the vesting of RSUs granted in 2016 and 2017.
|
(2)
|
Amounts reported are based on the closing price of our common stock on the NYSE on the vesting date.
|
Name
|
|
Plan Name
|
|
Number of Years Credited Service
|
|
Present Value of Accumulated Benefit(1)
|
|
Payments During Last Fiscal Year
|
||||
Christopher J. Nassetta
|
|
|
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
Kevin J. Jacobs
|
|
|
|
—
|
|
—
|
|
|
—
|
|
||
Jonathan W. Witter
|
|
|
|
—
|
|
—
|
|
|
—
|
|
||
Ian R. Carter
|
|
Hilton U.K. Pension Plan(2)
|
|
4
|
|
519,903
|
|
|
—
|
|
||
|
|
Supplemental U.K. Plan(3)
|
|
3
|
|
772,826
|
|
|
—
|
|
||
Kristin A. Campbell
|
|
|
|
—
|
|
—
|
|
|
—
|
|
(1)
|
The present value is calculated by the trustee of the U.K. Pension Plan and represents the present value of the retirement pension due based on assumptions described below. This value is the sum that would be payable should Mr. Carter choose to transfer his benefits from the U.K. Pension Plan in full as of December 31, 2018. The key financial assumptions used in the calculation of the present value included discount rates of 4.65% and 4.50% for 2018 and 2017, respectively, CPI inflation of 2.50% and 2.45% for 2018 and 2017, respectively, and pension inflation of 1.60% for 2018 and 2017.
|
(2)
|
The U.K. Pension Plan is a defined benefit pension plan in the U.K., for which benefit payments are payable monthly upon retiring in accordance with the terms of the plan. The pension value is determined based on years and completed months' of pensionable service, final pensionable salary (which is subject to an earnings cap) and an accrual ratio. The funds are invested through a trustee, who has full investment discretion. Mr. Carter ceased pensionable service in the U.K. Pension Plan in 2009, and he has a preserved pension based on his pensionable service and final pensionable salary at that time. Mr. Carter has not contributed to the plan since then and the only increases applied to his benefit have been annual statutory increases. The purpose of the U.K. Pension Plan is to provide a retirement benefit based on U.K. market practice. The U.K. Pension Plan does not provide special policies such as granting extra years of credited service, however, it provides tax advantages such as a tax relief on employee contributions and a tax-free cash payment at retirement.
|
(3)
|
The Supplemental U.K. Plan is supplementary to the U.K. Pension Plan and provides an additional retirement benefit to senior management of the Company whose pensionable earnings in the U.K. Pension Plan are restricted to an earnings cap. The Supplemental U.K. Plan does not have assets. While Mr. Carter was a member of the Supplemental U.K. Plan, the Company made notional contributions calculated as a percentage of his base salary in excess of an earnings cap, which applies within the U.K. Pension Plan. No notional contributions have been made for Mr. Carter since 2009, when he ceased pensionable service. Mr. Carter has a notional retirement account balance, which is notionally invested based on Mr. Carter's elected investment portfolio. The terms of the Supplemental U.K. Plan provide that funds be paid as a lump sum at the same time as Mr. Carter commences drawing his retirement benefits from the U.K. Plan. The Supplemental U.K. Plan does not provide any special tax treatment.
|
Name
|
|
Executive Contributions in Last FY
|
|
Registrant Contributions in Last FY
|
|
Aggregate Earnings in Last FY(1)
|
|
Aggregate Withdrawals/ Distributions
|
|
Aggregate Balance at Last FYE(2)
|
||||||||||
Christopher J. Nassetta
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(151
|
)
|
|
$
|
—
|
|
|
$
|
227,310
|
|
Kevin J. Jacobs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Jonathan W. Witter
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Ian R. Carter
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Kristin A. Campbell
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(1)
|
Amounts in this column are not reported as compensation for fiscal year 2018 in the "Summary Compensation Table" since they do not reflect above-market or preferential earnings. Deferrals may be allocated among investment options that generally mirror the investment options available under our qualified 401(k) plan. Of the available investment options, the one-year rate of return during 2018 ranged from -19.77% to 4.14%.
|
(2)
|
Mr. Nassetta made no contributions during fiscal years 2016, 2017 or 2018 and, therefore, no amounts in this column have previously been reported in the "Summary Compensation Table."
|
Name
|
|
Qualifying Termination(1)
|
|
Qualifying Termination Within 12 Months Following CIC
|
|
Death or Disability(2)
|
||||||
Christopher J. Nassetta
|
|
|
|
|
|
|
||||||
Cash Severance(1)
|
|
$
|
9,343,750
|
|
|
$
|
9,343,750
|
|
|
$
|
1,875,000
|
|
Equity Awards(3)
|
|
—
|
|
|
32,794,684
|
|
|
18,763,623
|
|
|||
Continuation of Benefits(4)
|
|
20,719
|
|
|
20,719
|
|
|
—
|
|
|||
Outplacement Services(5)
|
|
17,000
|
|
|
17,000
|
|
|
—
|
|
|||
Other Benefit(6)
|
|
129,808
|
|
|
129,808
|
|
|
129,808
|
|
|||
Total Value of Benefits
|
|
$
|
9,511,277
|
|
|
$
|
42,305,961
|
|
|
$
|
20,768,431
|
|
Kevin J. Jacobs
|
|
|
|
|
|
|
||||||
Cash Severance(1)
|
|
$
|
3,296,000
|
|
|
$
|
3,296,000
|
|
|
$
|
824,000
|
|
Equity Awards(3)
|
|
—
|
|
|
9,989,941
|
|
|
6,504,221
|
|
|||
Continuation of Benefits(4)
|
|
11,784
|
|
|
11,784
|
|
|
—
|
|
|||
Outplacement Services(5)
|
|
17,000
|
|
|
17,000
|
|
|
—
|
|
|||
Other Benefit(6)
|
|
85,569
|
|
|
85,569
|
|
|
85,569
|
|
|||
Total Value of Benefits
|
|
$
|
3,410,353
|
|
|
$
|
13,400,294
|
|
|
$
|
7,413,790
|
|
Jonathan W. Witter
|
|
|
|
|
|
|
||||||
Cash Severance(1)
|
|
$
|
3,296,000
|
|
|
$
|
3,296,000
|
|
|
$
|
824,000
|
|
Equity Awards(3)(7)
|
|
—
|
|
|
11,458,086
|
|
|
8,197,914
|
|
|||
Continuation of Benefits(4)
|
|
16,426
|
|
|
16,426
|
|
|
—
|
|
|||
Outplacement Services(5)
|
|
17,000
|
|
|
17,000
|
|
|
—
|
|
|||
Other Benefit(6)
|
|
79,231
|
|
|
79,231
|
|
|
79,231
|
|
|||
Total Value of Benefits
|
|
$
|
3,408,657
|
|
|
$
|
14,866,743
|
|
|
$
|
9,101,145
|
|
Ian R. Carter
|
|
|
|
|
|
|
||||||
Cash Severance(1)
|
|
$
|
3,151,424
|
|
|
$
|
3,151,424
|
|
|
$
|
787,856
|
|
Equity Awards(3)
|
|
—
|
|
|
5,232,284
|
|
|
2,540,044
|
|
|||
Continuation of Benefits(4)
|
|
14,246
|
|
|
14,246
|
|
|
—
|
|
|||
Outplacement Services(5)
|
|
17,000
|
|
|
17,000
|
|
|
—
|
|
|||
Other Benefit(6)
|
|
81,816
|
|
|
81,816
|
|
|
81,816
|
|
|||
Total Value of Benefits
|
|
$
|
3,264,486
|
|
|
$
|
8,496,770
|
|
|
$
|
3,409,716
|
|
Kristin A. Campbell
|
|
|
|
|
|
|
||||||
Cash Severance(1)
|
|
$
|
2,727,444
|
|
|
$
|
2,727,444
|
|
|
$
|
681,861
|
|
Equity Awards(3)
|
|
—
|
|
|
6,185,213
|
|
|
3,839,583
|
|
|||
Continuation of Benefits(4)
|
|
11,174
|
|
|
11,174
|
|
|
—
|
|
|||
Outplacement Services(5)
|
|
17,000
|
|
|
17,000
|
|
|
—
|
|
|||
Other Benefit(6)
|
|
65,564
|
|
|
65,564
|
|
|
65,564
|
|
|||
Total Value of Benefits
|
|
$
|
2,821,182
|
|
|
$
|
9,006,395
|
|
|
$
|
4,587,008
|
|
(1)
|
For purposes of the cash severance amounts in the table above, a "qualifying termination" means (x) as defined under the Severance Plan, a termination of employment either by the Company without "cause" or by the executive for "good reason" and (y) as defined under the Incentive Plans, a termination by the Company without "cause." An executive is not deemed to have experienced a qualifying termination as a result of (a) his or her death or disability or (b) solely as a result of a change in control.
|
(2)
|
In the event of death of an NEO, in addition to amounts reported in the table above, each NEO will receive benefits from third-party payors under our employer-paid premium life insurance plans. All of our executives are eligible for one times their regular annual eligible wages at death. In addition, the Company has provided Mr. Nassetta with additional executive life insurance with a $10,500,000 death benefit. Therefore, if such benefits were triggered for the NEOs on December 31, 2018 under our life insurance plans the legally designated beneficiary(ies) of each NEO would have received the following amounts: Mr. Nassetta ($13,000,000); Mr. Jacobs ($1,536,000); Mr. Witter ($800,000); Mr. Carter ($1,531,000); and Ms. Campbell ($1,299,000).
|
(3)
|
Amounts represent the value of the acceleration of any unvested equity awards, assuming the acceleration occurred on December 31, 2018 and based on the closing price of our common stock on the NYSE as of December 31, 2018 ($71.80). Provisions for unvested awards are discussed in further detail under "Treatment of Long-Term Incentive Awards Upon Termination, Change in Control or Retirement."
|
•
|
Performance awards: If the NEO's employment terminates as a result of death or disability, a prorated portion of the performance awards will immediately vest at target levels, with such proration based on the number of days in the performance period that have elapsed. Upon a double trigger following a change in control, the performance awards will immediately vest based on actual performance through the most recently completed fiscal quarter or at a level as determined by the Committee in its good faith discretion. The amounts reported in the table above for double trigger vesting are based on the Company's performance as of December 31, 2018.
|
•
|
RSUs: Upon a double trigger following a change in control or due to the executive's death or disability, all unvested RSUs will immediately vest. However, for Mr. Witter's RSU sign-on award that vests over two years, the units will immediately vest if the Company terminates employment without cause during that time (as described in footnote 7 below).
|
•
|
Stock options: Upon a double trigger following a change in control or due to the executive's death or disability, all unvested options will immediately vest and become exercisable. In the table above, amounts reported reflect the "spread," or difference between the exercise price and closing price as of December 31, 2018.
|
(4)
|
Under the Severance Plan, upon a qualifying termination, each NEO is entitled to continued healthcare coverage in an amount equal to the excess of the cost of the coverage over the amount that the executive would have had to pay if the executive remained employed for 12 months following the date of termination. In addition, upon a qualifying termination, an NEO who received life insurance coverage prior to the qualifying termination is entitled to receive a cash payment equal to the premiums required to continue such coverage for 12 months following the termination. Amounts reported assume 2018 rates.
|
(5)
|
Under the Severance Plan, upon a qualifying termination, each NEO is entitled to outplacement services for a period of 12 months following the date of termination. Amounts in the table above assume that the cost to the Company for these outplacement services would be $17,000 for each NEO.
|
(6)
|
Amounts shown represent accrued but unused vacation days.
|
(7)
|
For Mr. Witter's RSU sign-on award that vests over two years, if the Company terminates employment without cause prior to May 24, 2019, any unvested RSUs will immediately vest. The unvested value of this award as of December 31, 2018 is shown in the "Outstanding Equity Awards at 2018 Fiscal Year-End" table.
|
•
|
The annual total compensation of our CEO was $19,803,897(1)
|
•
|
The annual total compensation of our median employee was $36,530(2)
|
(1)
|
For purposes of the pay ratio disclosure, the CEO's annual total compensation includes the amount reported in the "Total" column of the "Summary Compensation Table," plus the CEO's Company-paid healthcare benefits.
|
(2)
|
The median employee's annual total compensation includes the median employee's Company-paid healthcare benefits ($4,636) and Company 401(k) match.
|
•
|
As of October 1, 2017 (our "Determination Date"), we collected data for all employees globally and used base pay as our consistently applied compensation measure. For hourly workers, we calculated annual base pay based on a reasonable estimate of hours worked during 2017, and used salary levels for salaried employees. We annualized pay for permanent employees who commenced work during 2017. Consistent with SEC guidance, we used reasonable estimates to determine the base pay for a small portion of our employee population. We identified employees within a
|
•
|
For 2018, we are using the same median employee identified in 2017 because we reasonably believe there has been no change in the employee population or employee compensation arrangements that would significantly affect the pay ratio disclosure.
|
Pay Element
|
|
Retainer Amount(1)(2)
|
||
Board Annual Equity
|
|
$
|
160,000
|
|
Board Annual Cash
|
|
95,000
|
|
|
Lead Independent Director
|
|
75,000
|
|
|
Committee Chair – Audit
|
|
30,000
|
|
|
Committee Chair – Compensation
|
|
25,000
|
|
|
Committee Chair – Nominating and Corporate Governance
|
|
20,000
|
|
|
Other Committee Members – Audit
|
|
15,000
|
|
|
Other Committee Members – Compensation; Nominating and Corporate Governance
|
|
10,000
|
|
(1)
|
All of our directors are reimbursed for reasonable travel and related expenses associated with attendance at Board or committee meetings. In addition, our independent directors are reimbursed for reasonable personal hotel costs when they stay at Company-branded hotels; similar lifetime benefits are available to independent directors who retire from the Board with at least seven years of service.
|
(2)
|
Cash compensation is payable on a semi-annual basis.
|
Annual Equity
|
|
Vesting
|
|
Dividend Equivalents
|
|
Termination or Change in Control
|
DSUs
Granted annually since 2015
|
|
Fully vested at the time of grant and settle in shares of common stock upon the earlier of termination of service for any reason or a change in control
|
|
Accrue in the form of additional DSUs in an amount equal to the fair market value of the dividend payment as of the dividend payment date, payable at settlement
|
|
Immediately settle
|
Name
|
|
Fees Earned or Paid in Cash
|
|
Stock Awards(1)
|
|
All Other Compensation(2)
|
|
Total
|
||||||||
Charlene T. Begley
|
|
$
|
134,500
|
|
|
$
|
159,975
|
|
|
$
|
10,841
|
|
|
$
|
305,316
|
|
Jonathan D. Gray
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Melanie L. Healey
|
|
103,750
|
|
|
159,975
|
|
|
—
|
|
|
263,725
|
|
||||
Raymond E. Mabus, Jr.
|
|
106,250
|
|
|
159,975
|
|
|
11,788
|
|
|
278,013
|
|
||||
Judith A. McHale
|
|
127,000
|
|
|
159,975
|
|
|
—
|
|
|
286,975
|
|
||||
John G. Schreiber
|
|
110,000
|
|
|
159,975
|
|
|
—
|
|
|
269,975
|
|
||||
Elizabeth A. Smith
|
|
115,000
|
|
|
159,975
|
|
|
—
|
|
|
274,975
|
|
||||
Douglas M. Steenland
|
|
173,250
|
|
|
159,975
|
|
|
—
|
|
|
333,225
|
|
||||
Zhang Ling (3)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(1)
|
Represents the grant date fair value of DSUs computed in accordance with FASB ASC Topic 718, without taking into account estimated forfeitures, based on the closing price on the NYSE of our common stock on the grant date. Each eligible non-employee director was granted 1,933 DSUs on May 10, 2018, representing the director's annual equity award for the annual period from the 2018 annual meeting to the 2019 annual meeting. In accordance with the SEC's rules, dividend equivalents that accrued on the directors' 2018 DSU awards are not reported above because dividends were factored into the grant date fair value of these awards.
|
(2)
|
Company-paid expenses incurred at Company-branded hotels while on personal travel.
|
(3)
|
Mr. Zhang resigned from the Board in 2018.
|
Name
|
|
Amount and Nature of Beneficial Ownership
|
|
Percentage of Common Stock Outstanding
|
|
Principal Stockholders
|
|
|
|
|
|
The Vanguard Group(1)
|
|
21,598,591
|
|
|
7.6
|
Wellington Management Group LLP(2)
|
|
19,562,416
|
|
|
6.9
|
T. Rowe Price Associates, Inc.(3)
|
|
19,195,205
|
|
|
6.7
|
BlackRock, Inc.(4)
|
|
18,862,878
|
|
|
6.6
|
Directors and Named Executive Officers
|
|
|
|
|
|
Christopher J. Nassetta(5)(6)
|
|
3,352,666
|
|
|
1.2
|
Jonathan D. Gray
|
|
—
|
|
|
*
|
Charlene T. Begley(7)
|
|
6,144
|
|
|
*
|
Melanie L. Healey(7)
|
|
5,387
|
|
|
*
|
Raymond E. Mabus, Jr.(7)
|
|
5,186
|
|
|
*
|
Judith A. McHale(7)
|
|
13,775
|
|
|
*
|
John G. Schreiber(7)
|
|
10,271
|
|
|
*
|
Elizabeth A. Smith(7)
|
|
13,775
|
|
|
*
|
Douglas M. Steenland(7)
|
|
17,108
|
|
|
*
|
Kristin A. Campbell(6)
|
|
281,789
|
|
|
*
|
Ian R. Carter(6)
|
|
719,241
|
|
|
*
|
Kevin J. Jacobs(6)
|
|
335,463
|
|
|
*
|
Jonathan W. Witter(6)
|
|
131,729
|
|
|
*
|
Directors and Executive Officers as a group (14 persons)(8)
|
|
5,248,456
|
|
|
1.8
|
*
|
Represents less than 1%.
|
(1)
|
As reported in a Schedule 13G filed on February 11, 2019, The Vanguard Group has sole voting power over 355,135 shares of our common stock, shared voting power over 61,058 shares of our common stock, sole dispositive power over 21,189,230 shares of our common stock and shared dispositive power over 409,361 shares of our common stock. The address of The Vanguard Group is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.
|
(2)
|
As reported in a Schedule 13G/A filed on February 12, 2019, Wellington Management Group LLP, Wellington Group Holdings LLP and Wellington Investment Advisors Holdings LLP have shared voting power over 7,551,767 shares of our common stock and shared dispositive power over 19,562,416 shares of our common stock. Wellington Management Company LLP has shared voting power over 6,820,954 shares of our common stock and shared dispositive power over 18,046,114 shares of our common stock. The address of each entity is c/o Wellington Management Company LLP, 280 Congress Street, Boston, Massachusetts 02210.
|
(3)
|
As reported in a Schedule 13G filed on February 14, 2019, T. Rowe Price Associates, Inc. has sole voting power over 7,159,290 shares of our common stock and sole dispositive power over 19,195,205 shares of our common stock. The address of T. Rowe Price Associates, Inc. is 100 E. Pratt Street, Baltimore, Maryland 21202.
|
(4)
|
As reported in a Schedule 13G filed on February 8, 2019, BlackRock, Inc. has sole voting power over 16,487,615 shares of our common stock and solve dispositive power over 18,862,878 shares of our common stock. The address of BlackRock, Inc. is 55 East 52nd Street, New York, New York 10055.
|
(5)
|
Includes 677,933 shares of common stock held by Harwood Road LLC, a limited liability company. A revocable living trust, of which Mr. Nassetta is the trustee and a beneficiary, serves as the managing member of Harwood Road LLC. 99% of the economic interests in the limited liability company are held by a family trust for the benefit of Mr. Nassetta's children and the remaining 1% is held by the aforementioned living trust.
|
(6)
|
Includes shares underlying vested options as follows: Mr. Nassetta: 398,545; Ms. Campbell: 90,044; Mr. Carter: 107,242; Mr. Jacobs: 121,052; and Mr. Witter: 35,325. Also includes unvested shares of performance-vesting restricted stock, a portion of which may be forfeited at the end of the performance period based on the achievement of the applicable performance criteria, as follows: Mr. Nassetta: 118,492; Ms. Campbell: 28,250; Mr. Carter: 33,900; Mr. Jacobs: 41,364; and Mr. Witter: 36,652.
|
(7)
|
Includes fully vested DSUs and dividend equivalents that settle on earlier of a termination for any reason or a change in control as follows: Ms. Begley: 6,144; Ms. Healey: 5,387; Mr. Mabus: 5,186; Ms. McHale: 11,609; Mr. Schreiber: 10,271; Ms. Smith: 11,609; and Mr. Steenland: 11,609.
|
(8)
|
Includes 842,252 shares underlying vested options held by our executive officers; 61,816 fully vested DSUs and dividend equivalents held by our directors; and 286,908 unvested shares of performance-vesting restricted stock held by our executive officers, a portion of which may be forfeited at the end of the performance period based on the achievement of the applicable performance criteria.
|
•
|
a senior secured term loan facility (the "Series B-2 Term Loans" or the "Existing Term Loans"), which matures on June 21, 2026, of which $2.6 billion remains drawn and outstanding thereunder; and
|
•
|
a $1.75 billion senior secured revolving credit facility (the "Revolving Credit Facility"), $250 million of which is available in the form of letters of credit, which matures on June 5, 2024. No amounts were outstanding under the Revolving Credit Facility as of September 19, 2019.
|
•
|
50% (which percentage is reduced to 25% upon a first lien net leverage ratio not exceeding 4.60 to 1.00 and 0% upon a first lien net leverage ratio not exceeding 3.85 to 1.00, as applicable) of annual excess cash flow, calculated in accordance with the credit agreement;
|
•
|
100% of the net cash proceeds (including insurance and condemnation proceeds) of all non-ordinary course asset sales or other dispositions of property by the Borrower and its restricted subsidiaries, subject to de minimis thresholds, if those net cash proceeds are not reinvested in assets to be used in the Borrower's business or to make certain other permitted investments (a) within 12 months of the receipt of such net cash proceeds or (b) if the Borrower commits to reinvest such net cash proceeds within 12 months of the receipt thereof, within 180 days of the date of such commitment (although in connection with any such prepayment, the Borrower may also repay other first lien debt to the extent it is so required); and
|
•
|
100% of the net proceeds of any incurrence of debt by the Borrower or any of its restricted subsidiaries, other than debt permitted to be incurred or issued under the Senior Secured Credit Facilities.
|
•
|
incur additional indebtedness, make guarantees and enter into hedging arrangements;
|
•
|
create liens on assets;
|
•
|
enter into sale and leaseback transactions;
|
•
|
engage in mergers or consolidations;
|
•
|
sell assets;
|
•
|
make fundamental changes;
|
•
|
pay dividends and distributions or repurchase our capital stock;
|
•
|
make investments, loans and advances, including acquisitions;
|
•
|
engage in certain transactions with affiliates;
|
•
|
make changes in the nature of their business; and
|
•
|
make prepayments of subordinated debt.
|
•
|
incur or guarantee additional debt or issue disqualified stock or certain preferred stock;
|
•
|
pay dividends 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 issuer;
|
•
|
designate restricted subsidiaries as unrestricted subsidiaries; and
|
•
|
transfer or sell certain assets.
|
•
|
incur or guarantee additional debt or issue disqualified stock or certain preferred stock;
|
•
|
pay dividends 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 certain assets.
|
•
|
incur or guarantee additional debt or issue disqualified stock or certain preferred stock;
|
•
|
pay dividends 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 issuer;
|
•
|
designate restricted subsidiaries as unrestricted subsidiaries; and
|
•
|
transfer or sell certain assets.
|
•
|
incur or guarantee additional debt or issue disqualified stock or certain preferred stock;
|
•
|
pay dividends 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 certain assets.
|
•
|
are general, unsecured, senior obligations of the Issuer;
|
•
|
rank equally in right of payment with any existing and future Senior Indebtedness of the Issuer;
|
•
|
are effectively subordinated to any existing and future Secured Indebtedness of the Issuer, to the extent of the value of the collateral securing such Secured Indebtedness, including the guarantee of the Issuer under the Senior Secured Credit Facilities;
|
•
|
are senior in right of payment to any future obligations of the Issuer that are expressly subordinated in right of payment to the Notes; and
|
•
|
are structurally subordinated to all existing and future Indebtedness, claims of holders of Preferred Stock and other liabilities of the Parent's Subsidiaries (other than the Issuer) that do not guarantee the Notes.
|
•
|
is a general, unsecured, senior obligation of each Guarantor;
|
•
|
ranks equally in right of payment with all existing and future senior Indebtedness of that Guarantor;
|
•
|
is effectively subordinated to any existing and future secured Indebtedness of that Guarantor that is secured to the extent of the value of the collateral securing such secured Indebtedness, including Indebtedness under the Senior Secured Credit Facilities;
|
•
|
is senior in right of payment to any future Indebtedness of that Guarantor that is expressly subordinated in right of payment to the Guarantee of that Guarantor; and
|
•
|
is structurally subordinated to all existing and future Indebtedness, claims of holders of Preferred Stock and other liabilities of Subsidiaries of each Guarantor that do not Guarantee the Notes.
|
•
|
Parent, the Issuer and the Guarantors had approximately $7.7 billion of total debt outstanding, excluding unamortized deferred financing costs and discount, and approximately $2,619 million of secured indebtedness outstanding; and
|
•
|
Parent had an additional $1.69 billion of availability to incur secured indebtedness under its revolving credit facility (after giving effect to $59 million of outstanding letters of credit).
|
Year
|
|
Percentage
|
|
2025
|
|
102.4375
|
%
|
2026
|
|
101.6250
|
%
|
2027
|
|
100.8125
|
%
|
2028 and thereafter
|
|
100.0000
|
%
|
•
|
if any change in law or in currently prevailing interpretations of the Staff of the SEC do not permit us to effect an exchange offer;
|
•
|
if an exchange offer is not consummated within the registration period contemplated by the registration rights agreement;
|
•
|
if, in certain circumstances, certain holders of unregistered exchange notes so request; or
|
•
|
if in the case of any holder that participates in an exchange offer, such holder does not receive exchange notes on the date of the exchange that may be sold without restriction under state and federal securities laws (other than due solely to the status of such holder as an affiliate of ours within the meaning of the Securities Act).
|
•
|
you are not an affiliate of the Issuer or any guarantor within the meaning of Rule 405 of the Securities Act;
|
•
|
you have no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of the exchange notes in violation of the Securities Act;
|
•
|
you are not engaged in, and do not intend to engage in, a distribution of the exchange notes; and
|
•
|
you are acquiring the exchange notes in the ordinary course of your business.
|
•
|
you are not an affiliate of the Issuer or any guarantor within the meaning of Rule 405 under the Securities Act;
|
•
|
you do not have an arrangement or understanding with any person to participate in a distribution of the exchange notes;
|
•
|
you are not engaged in, and do not intend to engage in, a distribution of the exchange notes; and
|
•
|
you are acquiring the exchange notes in the ordinary course of your business.
|
•
|
you cannot rely on the position of the SEC set forth in Morgan Stanley & Co. Inc. (available June 5, 1991) and Exxon Capital Holdings Corp. (available May 13, 1988), as interpreted in the SEC's letter to Shearman & Sterling (available July 2, 1993), or similar no-action letters; and
|
•
|
in the absence of an exception from the position stated immediately above, you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes.
|
•
|
to delay accepting for exchange any outstanding notes (if the Issuer amends or extends the exchange offer);
|
•
|
to extend the exchange offer or to terminate the exchange offer if any of the conditions set forth below under "—Conditions to the Exchange Offer" have not been satisfied, by giving written notice of such delay, extension or termination to the exchange agent; and
|
•
|
subject to the terms of the registration rights agreement, to amend the terms of the exchange offer in any manner.
|
•
|
the exchange offer or the making of any exchange by a holder violates any applicable law or interpretation of the SEC; or
|
•
|
any action or proceeding has been instituted or threatened in any court or by or before any governmental agency with respect to the exchange offer that, in their judgment, would reasonably be expected to impair their ability to proceed with the exchange offer.
|
•
|
the representations described under "—Purpose and Effect of the Exchange Offer," "—Procedures for Tendering Outstanding Notes" and "Plan of Distribution;" or
|
•
|
any other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to make available to the Issuer an appropriate form for registration of the exchange notes under the Securities Act.
|
•
|
complete, sign and date the letter of transmittal, or a facsimile of the letter of transmittal, have the signature(s) on the letter of transmittal guaranteed if required by the letter of transmittal and mail or deliver such letter of transmittal or facsimile thereof to the exchange agent at the address set forth below under "—Exchange Agent" prior to the expiration date; or
|
•
|
comply with DTC's Automated Tender Offer Program procedures described below.
|
•
|
the exchange agent must receive certificates for outstanding notes along with the letter of transmittal prior to the expiration date;
|
•
|
the exchange agent must receive a timely confirmation of book-entry transfer of outstanding notes into the exchange agent's account at DTC according to the procedures for book-entry transfer described below or a properly transmitted agent's message prior to the expiration date; or
|
•
|
you must comply with the guaranteed delivery procedures described below.
|
•
|
make appropriate arrangements to register ownership of the outstanding notes in your name; or
|
•
|
obtain a properly completed bond power from the registered holder of outstanding notes.
|
•
|
by a registered holder of the outstanding notes who has not completed the box entitled "Special Issuance Instructions" or "Special Delivery Instructions" in the letter of transmittal; or
|
•
|
for the account of an eligible guarantor institution.
|
•
|
DTC has received an express acknowledgment from a participant in its Automated Tender Offer Program that is tendering outstanding notes that are the subject of the book-entry confirmation;
|
•
|
the participant has received and agrees to be bound by the terms of the letter of transmittal, or in the case of an agent's message relating to guaranteed delivery, that such participant has received and agrees to be bound by the notice of guaranteed delivery; and
|
•
|
the Issuer may enforce that agreement against such participant.
|
•
|
outstanding notes or a timely book-entry confirmation of such outstanding notes into the exchange agent's account at the book-entry transfer facility; and
|
•
|
a properly completed and duly executed letter of transmittal and all other required documents or a properly transmitted agent's message.
|
•
|
you are not an affiliate of the Issuer or the guarantors within the meaning of Rule 405 under the Securities Act;
|
•
|
you do not have an arrangement or understanding with any person or entity to participate in a distribution of the exchange notes; and
|
•
|
you are acquiring the exchange notes in the ordinary course of your business.
|
•
|
the tender is made through an eligible guarantor institution;
|
•
|
prior to the expiration date, the exchange agent receives from such eligible guarantor institution either a properly completed and duly executed notice of guaranteed delivery, by facsimile transmission, mail, or hand delivery or a properly transmitted agent's message and notice of guaranteed delivery, that (1) sets forth your name and address, the certificate number(s) of such outstanding notes and the principal amount of outstanding notes tendered; (2) states that the tender is being made thereby; and (3) guarantees that, within two NYSE trading days after the expiration date, the letter of transmittal, or facsimile thereof, together with the outstanding notes or a book-entry confirmation, and any other documents required by the letter of transmittal, will be deposited by the eligible guarantor institution with the exchange agent; and
|
•
|
the exchange agent receives the properly completed and executed letter of transmittal or facsimile thereof, as well as certificate(s) representing all tendered outstanding notes in proper form for transfer or a book-entry confirmation of transfer of the outstanding notes into the exchange agent's account at DTC, and all other documents required by the letter of transmittal within two NYSE trading days after the expiration date.
|
•
|
the exchange agent must receive a written notice, which may be by telegram, telex, facsimile or letter, of withdrawal at its address set forth below under "—Exchange Agent;" or
|
•
|
you must comply with the appropriate procedures of DTC's Automated Tender Offer Program system.
|
•
|
specify the name of the person who tendered the outstanding notes to be withdrawn;
|
•
|
identify the outstanding notes to be withdrawn, including the certificate numbers and principal amount of the outstanding notes; and
|
•
|
where certificates for outstanding notes have been transmitted, specify the name in which such outstanding notes were registered, if different from that of the withdrawing holder.
|
•
|
the serial numbers of the particular certificates to be withdrawn; and
|
•
|
a signed notice of withdrawal with signatures guaranteed by an eligible institution unless you are an eligible guarantor institution.
|
•
|
certificates representing outstanding notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be issued in the name of, any person other than the registered holder of outstanding notes tendered;
|
•
|
tendered outstanding notes are registered in the name of any person other than the person signing the letter of transmittal; or
|
•
|
a transfer tax is imposed for any reason other than the exchange of outstanding notes under the exchange offer.
|
•
|
as set forth in the legend printed on the outstanding notes as a consequence of the issuances of the outstanding notes pursuant to the exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws; and
|
•
|
as otherwise set forth in the offering memorandum distributed in connection with the private offering of the outstanding notes.
|
|
Page No.
|
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
|
|
Unaudited Condensed Consolidated Financial Statements:
|
|
Condensed Consolidated Balance Sheets as of June 30, 2019 and 2018
|
|
Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2019 and 2018
|
|
Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2019 and 2018
|
|
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2019 and 2018
|
|
Notes to Condensed 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
|
•
|
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
|
•
|
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)
|
||||||||||
Fixed
|
$
|
225
|
|
|
$
|
183
|
|
|
$
|
224
|
|
Contingent
|
142
|
|
|
101
|
|
|
98
|
|
|||
|
$
|
367
|
|
|
$
|
284
|
|
|
$
|
322
|
|
|
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
|
•
|
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
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
U.S.
|
$
|
6,848
|
|
|
$
|
6,046
|
|
|
$
|
4,524
|
|
United Kingdom
|
545
|
|
|
544
|
|
|
942
|
|
|||
All other
|
1,513
|
|
|
1,541
|
|
|
1,110
|
|
|||
|
$
|
8,906
|
|
|
$
|
8,131
|
|
|
$
|
6,576
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(in millions)
|
||||||
U.S.
|
$
|
109
|
|
|
$
|
105
|
|
Japan
|
106
|
|
|
94
|
|
||
United Kingdom
|
75
|
|
|
82
|
|
||
Germany
|
40
|
|
|
36
|
|
||
All other
|
37
|
|
|
36
|
|
||
|
$
|
367
|
|
|
$
|
353
|
|
•
|
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.
|
|
June 30,
|
|
December 31,
|
||||
2019
|
2018
|
||||||
|
(unaudited)
|
|
|
||||
ASSETS
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
635
|
|
|
$
|
403
|
|
Restricted cash and cash equivalents
|
83
|
|
|
81
|
|
||
Accounts receivable, net of allowance for doubtful accounts of $44 and $42
|
1,190
|
|
|
1,150
|
|
||
Prepaid expenses
|
117
|
|
|
160
|
|
||
Other
|
190
|
|
|
189
|
|
||
Total current assets (variable interest entities – $92 and $90)
|
2,215
|
|
|
1,983
|
|
||
Intangibles and Other Assets:
|
|
|
|
||||
Goodwill
|
5,157
|
|
|
5,160
|
|
||
Brands
|
4,874
|
|
|
4,869
|
|
||
Management and franchise contracts, net
|
817
|
|
|
872
|
|
||
Other intangible assets, net
|
400
|
|
|
415
|
|
||
Operating lease right-of-use assets
|
891
|
|
|
—
|
|
||
Property and equipment, net
|
418
|
|
|
367
|
|
||
Deferred income tax assets
|
146
|
|
|
90
|
|
||
Other
|
222
|
|
|
239
|
|
||
Total intangibles and other assets (variable interest entities – $186 and $178)
|
12,925
|
|
|
12,012
|
|
||
TOTAL ASSETS
|
$
|
15,140
|
|
|
$
|
13,995
|
|
LIABILITIES AND EQUITY (DEFICIT)
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Accounts payable, accrued expenses and other
|
$
|
1,657
|
|
|
$
|
1,549
|
|
Current maturities of long-term debt
|
37
|
|
|
16
|
|
||
Current portion of deferred revenues
|
298
|
|
|
350
|
|
||
Current portion of liability for guest loyalty program
|
788
|
|
|
700
|
|
||
Total current liabilities (variable interest entities – $68 and $56)
|
2,780
|
|
|
2,615
|
|
||
Long-term debt
|
7,772
|
|
|
7,266
|
|
||
Operating lease liabilities
|
1,066
|
|
|
—
|
|
||
Deferred revenues
|
822
|
|
|
826
|
|
||
Deferred income tax liabilities
|
861
|
|
|
898
|
|
||
Liability for guest loyalty program
|
986
|
|
|
969
|
|
||
Other
|
876
|
|
|
863
|
|
||
Total liabilities (variable interest entities – $272 and $263)
|
15,163
|
|
|
13,437
|
|
||
Commitments and contingencies - see Note 14
|
|
|
|
|
|
||
Equity (Deficit):
|
|
|
|
||||
Preferred stock, $0.01 par value; 3,000,000,000 authorized shares, none issued or outstanding as of June 30, 2019 and December 31, 2018
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value; 10,000,000,000 authorized shares, 333,019,440 issued and 287,693,211 outstanding as of June 30, 2019 and 332,105,163 issued and 294,815,890 outstanding as of December 31, 2018
|
3
|
|
|
3
|
|
||
Treasury stock, at cost; 45,326,229 shares as of June 30, 2019 and 37,289,273 shares as of December 31, 2018
|
(3,304
|
)
|
|
(2,625
|
)
|
||
Additional paid-in capital
|
10,419
|
|
|
10,372
|
|
||
Accumulated deficit
|
(6,342
|
)
|
|
(6,417
|
)
|
||
Accumulated other comprehensive loss
|
(806
|
)
|
|
(782
|
)
|
||
Total Hilton stockholders' equity (deficit)
|
(30
|
)
|
|
551
|
|
||
Noncontrolling interests
|
7
|
|
|
7
|
|
||
Total equity (deficit)
|
(23
|
)
|
|
558
|
|
||
TOTAL LIABILITIES AND EQUITY (DEFICIT)
|
$
|
15,140
|
|
|
$
|
13,995
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
Franchise and licensing fees
|
$
|
444
|
|
|
$
|
404
|
|
|
$
|
826
|
|
|
$
|
735
|
|
Base and other management fees
|
89
|
|
|
84
|
|
|
169
|
|
|
161
|
|
||||
Incentive management fees
|
58
|
|
|
59
|
|
|
113
|
|
|
114
|
|
||||
Owned and leased hotels
|
387
|
|
|
392
|
|
|
699
|
|
|
726
|
|
||||
Other revenues
|
26
|
|
|
22
|
|
|
52
|
|
|
45
|
|
||||
|
1,004
|
|
|
961
|
|
|
1,859
|
|
|
1,781
|
|
||||
Other revenues from managed and franchised properties
|
1,480
|
|
|
1,330
|
|
|
2,829
|
|
|
2,584
|
|
||||
Total revenues
|
2,484
|
|
|
2,291
|
|
|
4,688
|
|
|
4,365
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Expenses
|
|
|
|
|
|
|
|
||||||||
Owned and leased hotels
|
334
|
|
|
352
|
|
|
632
|
|
|
672
|
|
||||
Depreciation and amortization
|
86
|
|
|
79
|
|
|
170
|
|
|
161
|
|
||||
General and administrative
|
113
|
|
|
115
|
|
|
220
|
|
|
219
|
|
||||
Other expenses
|
15
|
|
|
12
|
|
|
35
|
|
|
26
|
|
||||
|
548
|
|
|
558
|
|
|
1,057
|
|
|
1,078
|
|
||||
Other expenses from managed and franchised properties
|
1,458
|
|
|
1,327
|
|
|
2,841
|
|
|
2,602
|
|
||||
Total expenses
|
2,006
|
|
|
1,885
|
|
|
3,898
|
|
|
3,680
|
|
||||
|
|
|
|
|
|
|
|
|
|||||||
Operating income
|
478
|
|
|
406
|
|
|
790
|
|
|
685
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
(101
|
)
|
|
(95
|
)
|
|
(199
|
)
|
|
(178
|
)
|
||||
Loss on foreign currency transactions
|
(3
|
)
|
|
(12
|
)
|
|
(3
|
)
|
|
(1
|
)
|
||||
Other non-operating income (loss), net
|
(12
|
)
|
|
(1
|
)
|
|
(8
|
)
|
|
13
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Income before income taxes
|
362
|
|
|
298
|
|
|
580
|
|
|
519
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Income tax expense
|
(101
|
)
|
|
(81
|
)
|
|
(160
|
)
|
|
(139
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income
|
261
|
|
|
217
|
|
|
420
|
|
|
380
|
|
||||
Net income attributable to noncontrolling interests
|
(1
|
)
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
||||
Net income attributable to Hilton stockholders
|
$
|
260
|
|
|
$
|
217
|
|
|
$
|
418
|
|
|
$
|
378
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.90
|
|
|
$
|
0.72
|
|
|
$
|
1.43
|
|
|
$
|
1.22
|
|
Diluted
|
$
|
0.89
|
|
|
$
|
0.71
|
|
|
$
|
1.42
|
|
|
$
|
1.21
|
|
|
|
|
|
|
|
|
|
||||||||
Cash dividends declared per share
|
$
|
0.15
|
|
|
$
|
0.15
|
|
|
$
|
0.30
|
|
|
$
|
0.30
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net income
|
$
|
261
|
|
|
$
|
217
|
|
|
$
|
420
|
|
|
$
|
380
|
|
Other comprehensive income (loss), net of tax benefit (expense):
|
|
|
|
|
|
|
|
||||||||
Currency translation adjustment, net of tax of $9, $—, $1 and $1
|
15
|
|
|
(77
|
)
|
|
12
|
|
|
(45
|
)
|
||||
Pension liability adjustment, net of tax of $—, $(1), $(1) and $(1)
|
2
|
|
|
2
|
|
|
4
|
|
|
3
|
|
||||
Cash flow hedge adjustment, net of tax of $8, $(4), $13 and $(14)
|
(25
|
)
|
|
13
|
|
|
(40
|
)
|
|
41
|
|
||||
Total other comprehensive loss
|
(8
|
)
|
|
(62
|
)
|
|
(24
|
)
|
|
(1
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Comprehensive income
|
253
|
|
|
155
|
|
|
396
|
|
|
379
|
|
||||
Comprehensive income attributable to noncontrolling interests
|
(1
|
)
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
||||
Comprehensive income attributable to Hilton stockholders
|
$
|
252
|
|
|
$
|
155
|
|
|
$
|
394
|
|
|
$
|
377
|
|
|
Six Months Ended
|
||||||
|
June 30,
|
||||||
|
2019
|
|
2018
|
||||
Operating Activities:
|
|
|
|
||||
Net income
|
$
|
420
|
|
|
$
|
380
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Amortization of contract acquisition costs
|
14
|
|
|
14
|
|
||
Depreciation and amortization
|
170
|
|
|
161
|
|
||
Loss on foreign currency transactions
|
3
|
|
|
1
|
|
||
Share-based compensation
|
81
|
|
|
68
|
|
||
Deferred income taxes
|
1
|
|
|
(39
|
)
|
||
Contract acquisition costs
|
(43
|
)
|
|
(38
|
)
|
||
Working capital changes and other
|
4
|
|
|
(15
|
)
|
||
Net cash provided by operating activities
|
650
|
|
|
532
|
|
||
Investing Activities:
|
|
|
|
||||
Capital expenditures for property and equipment
|
(46
|
)
|
|
(28
|
)
|
||
Capitalized software costs
|
(44
|
)
|
|
(38
|
)
|
||
Other
|
(5
|
)
|
|
(9
|
)
|
||
Net cash used in investing activities
|
(95
|
)
|
|
(75
|
)
|
||
Financing Activities:
|
|
|
|
||||
Borrowings
|
1,795
|
|
|
1,650
|
|
||
Repayment of debt
|
(1,317
|
)
|
|
(672
|
)
|
||
Debt issuance costs
|
(27
|
)
|
|
(21
|
)
|
||
Dividends paid
|
(87
|
)
|
|
(92
|
)
|
||
Repurchases of common stock
|
(653
|
)
|
|
(1,439
|
)
|
||
Share-based compensation tax withholdings and other
|
(34
|
)
|
|
(42
|
)
|
||
Net cash used in financing activities
|
(323
|
)
|
|
(616
|
)
|
||
|
|
|
|
||||
Effect of exchange rate changes on cash, restricted cash and cash equivalents
|
2
|
|
|
(6
|
)
|
||
Net increase (decrease) in cash, restricted cash and cash equivalents
|
234
|
|
|
(165
|
)
|
||
Cash, restricted cash and cash equivalents, beginning of period
|
484
|
|
|
670
|
|
||
Cash, restricted cash and cash equivalents, end of period
|
$
|
718
|
|
|
$
|
505
|
|
|
|
|
|
||||
Supplemental Disclosures:
|
|
|
|
||||
Cash paid during the year:
|
|
|
|
||||
Interest
|
$
|
190
|
|
|
$
|
149
|
|
Income taxes, net of refunds
|
157
|
|
|
149
|
|
|
(in millions)
|
||
Balance as of December 31, 2018
|
$
|
1,060
|
|
Cash received in advance and not recognized as revenue(1)
|
220
|
|
|
Revenue recognized(1)
|
(135
|
)
|
|
Other(2)
|
(92
|
)
|
|
Balance as of June 30, 2019
|
$
|
1,053
|
|
(1)
|
Primarily related to Hilton Honors, our guest loyalty program.
|
(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.
|
|
June 30,
|
|
December 31,
|
||||
|
2019
|
|
2018
|
||||
|
(in millions)
|
||||||
Cash and cash equivalents
|
$
|
72
|
|
|
$
|
71
|
|
Property and equipment, net
|
73
|
|
|
68
|
|
||
Deferred income tax assets
|
51
|
|
|
53
|
|
||
Other non-current assets
|
61
|
|
|
58
|
|
||
Accounts payable, accrued expenses and other
|
52
|
|
|
41
|
|
||
Long-term debt(1)
|
204
|
|
|
205
|
|
||
Other long-term liabilities
|
15
|
|
|
15
|
|
(1)
|
Includes finance lease liabilities of $186 million and $187 million as of June 30, 2019 and December 31, 2018, respectively.
|
|
June 30, 2019
|
||||||||||
|
Gross Carrying Value
|
|
Accumulated Amortization
|
|
Net Carrying Value
|
||||||
|
(in millions)
|
||||||||||
Management and franchise contracts:
|
|
|
|
|
|
||||||
Management and franchise contracts recorded at Merger(1)
|
$
|
2,232
|
|
|
$
|
(1,960
|
)
|
|
$
|
272
|
|
Contract acquisition costs
|
548
|
|
|
(108
|
)
|
|
440
|
|
|||
Development commissions and other
|
122
|
|
|
(17
|
)
|
|
105
|
|
|||
|
$
|
2,902
|
|
|
$
|
(2,085
|
)
|
|
$
|
817
|
|
|
|
|
|
|
|
||||||
Other intangible assets:
|
|
|
|
|
|
||||||
Leases(1)
|
$
|
287
|
|
|
$
|
(167
|
)
|
|
$
|
120
|
|
Capitalized software costs
|
547
|
|
|
(358
|
)
|
|
189
|
|
|||
Hilton Honors(1)
|
338
|
|
|
(247
|
)
|
|
91
|
|
|||
Other(1)
|
34
|
|
|
(34
|
)
|
|
—
|
|
|||
|
$
|
1,206
|
|
|
$
|
(806
|
)
|
|
$
|
400
|
|
|
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 and other
|
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
|
|
(1)
|
Represents intangible assets that were initially recorded at their fair value as part of the October 24, 2007 transaction whereby we became a wholly owned subsidiary of affiliates of The Blackstone Group L.P (the "Merger").
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(in millions)
|
||||||||||||||
Recognized in depreciation and amortization expense(1)
|
$
|
71
|
|
|
$
|
66
|
|
|
$
|
141
|
|
|
$
|
135
|
|
Recognized as a reduction of franchise and licensing fees and base and other management fees
|
7
|
|
|
7
|
|
|
14
|
|
|
14
|
|
(1)
|
Includes amortization expense of $51 million and $52 million for the three months ended June 30, 2019 and 2018, respectively, and $102 million and $103 million for the six months ended June 30, 2019 and 2018, respectively, associated with assets that were initially recorded at their fair value at the time of the Merger.
|
|
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 (remaining)
|
$
|
141
|
|
|
$
|
13
|
|
2020
|
250
|
|
|
26
|
|
||
2021
|
110
|
|
|
25
|
|
||
2022
|
81
|
|
|
23
|
|
||
2023
|
51
|
|
|
23
|
|
||
Thereafter
|
144
|
|
|
330
|
|
||
|
$
|
777
|
|
|
$
|
440
|
|
|
June 30,
|
|
December 31,
|
||||
|
2019
|
|
2018
|
||||
|
(in millions)
|
||||||
Senior secured term loan facility with a rate of 4.15%, due 2026
|
$
|
2,619
|
|
|
$
|
3,119
|
|
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
|
|
|
1,500
|
|
||
Senior notes with a rate of 4.875%, due 2027
|
600
|
|
|
600
|
|
||
Senior notes with a rate of 4.875%, due 2030
|
1,000
|
|
|
—
|
|
||
Finance lease liabilities with an average rate of 5.80%, due 2019 to 2030
|
260
|
|
|
225
|
|
||
Other debt with a rate of 3.08% due 2026
|
18
|
|
|
17
|
|
||
|
7,897
|
|
|
7,361
|
|
||
Less: unamortized deferred financing costs and discount
|
(88
|
)
|
|
(79
|
)
|
||
Less: current maturities of long-term debt(1)
|
(37
|
)
|
|
(16
|
)
|
||
|
$
|
7,772
|
|
|
$
|
7,266
|
|
(1)
|
Represents current maturities of finance lease liabilities.
|
Year
|
(in millions)
|
||
2019 (remaining)
|
$
|
19
|
|
2020
|
35
|
|
|
2021
|
28
|
|
|
2022
|
20
|
|
|
2023
|
21
|
|
|
Thereafter
|
7,774
|
|
|
|
$
|
7,897
|
|
|
June 30, 2019
|
||||||||||||||
|
|
|
Hierarchy Level
|
||||||||||||
|
Carrying Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
|
(in millions)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
265
|
|
|
$
|
—
|
|
|
$
|
265
|
|
|
$
|
—
|
|
Restricted cash equivalents
|
19
|
|
|
—
|
|
|
19
|
|
|
—
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Long-term debt(1)
|
7,531
|
|
|
5,149
|
|
|
—
|
|
|
2,624
|
|
||||
Interest rate swaps
|
35
|
|
|
—
|
|
|
35
|
|
|
—
|
|
|
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
|
|
|
—
|
|
||||
Interest rate swaps
|
16
|
|
|
—
|
|
|
16
|
|
|
—
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Long-term debt(1)
|
7,040
|
|
|
3,809
|
|
|
—
|
|
|
3,039
|
|
(1)
|
The carrying values include unamortized deferred financing costs and discount. The carrying values and fair values exclude finance lease liabilities and other debt.
|
|
(dollars
in millions)
|
||
Operating leases:
|
|
||
Operating lease right-of-use assets
|
$
|
891
|
|
Accounts payable, accrued expenses and other
|
131
|
|
|
Operating lease liabilities
|
1,066
|
|
|
Finance leases:
|
|
||
Property and equipment, net
|
$
|
57
|
|
Current maturities of long-term debt
|
37
|
|
|
Long-term debt
|
223
|
|
|
|
|
||
Weighted average remaining lease term:
|
|
||
Operating leases
|
13.0 years
|
|
|
Finance leases
|
8.9 years
|
|
|
|
|
||
Weighted average discount rate:
|
|
||
Operating leases
|
3.74
|
%
|
|
Finance leases
|
5.80
|
%
|
|
Three Months Ended
|
|
Six Months Ended
|
||||
|
June 30, 2019
|
|
June 30, 2019
|
||||
|
(in millions)
|
||||||
Operating lease expense for fixed payments
|
$
|
36
|
|
|
$
|
73
|
|
Finance lease expense:
|
|
|
|
|
|||
Amortization of ROU assets
|
8
|
|
|
16
|
|
||
Interest on lease liabilities
|
3
|
|
|
7
|
|
||
Variable lease expense(1)
|
52
|
|
|
82
|
|
(1)
|
Includes amounts related to operating leases and interest payments on finance leases.
|
|
Operating
Leases |
|
Finance
Leases |
||||
Year
|
(in millions)
|
||||||
2019 (remaining)
|
$
|
89
|
|
|
$
|
26
|
|
2020
|
175
|
|
|
49
|
|
||
2021
|
161
|
|
|
40
|
|
||
2022
|
137
|
|
|
31
|
|
||
2023
|
122
|
|
|
30
|
|
||
Thereafter
|
872
|
|
|
166
|
|
||
Total minimum lease payments
|
1,556
|
|
|
342
|
|
||
Less: imputed interest
|
(359
|
)
|
|
(82
|
)
|
||
Total lease liabilities
|
$
|
1,197
|
|
|
$
|
260
|
|
Expected volatility(1)
|
23.51
|
%
|
Dividend yield(2)
|
0.81
|
%
|
Risk-free rate(3)
|
2.47
|
%
|
Expected term (in years)(4)
|
6.0
|
|
(1)
|
Estimated using historical movement of Hilton's stock price.
|
(2)
|
Estimated based on the quarterly dividend and the three-month average stock price at the date of grant.
|
(3)
|
Based on the yields of U.S. Department of Treasury instruments with similar expected lives.
|
(4)
|
Estimated using the average of the vesting periods and the contractual term of the options.
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(in millions, except per share amounts)
|
||||||||||||||
Basic EPS:
|
|
|
|
|
|
|
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net income attributable to Hilton stockholders
|
$
|
260
|
|
|
$
|
217
|
|
|
$
|
418
|
|
|
$
|
378
|
|
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding
|
290
|
|
|
301
|
|
|
291
|
|
|
308
|
|
||||
Basic EPS
|
$
|
0.90
|
|
|
$
|
0.72
|
|
|
$
|
1.43
|
|
|
$
|
1.22
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted EPS:
|
|
|
|
|
|
|
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net income attributable to Hilton stockholders
|
$
|
260
|
|
|
$
|
217
|
|
|
$
|
418
|
|
|
$
|
378
|
|
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding
|
292
|
|
|
303
|
|
|
294
|
|
|
311
|
|
||||
Diluted EPS
|
$
|
0.89
|
|
|
$
|
0.71
|
|
|
$
|
1.42
|
|
|
$
|
1.21
|
|
|
Three Months Ended June 30, 2019
|
|||||||||||||||||||||||||||||
|
Equity (Deficit) Attributable to Hilton Stockholders
|
|
|
|
|
|||||||||||||||||||||||||
|
|
|
|
|
Treasury Stock
|
|
Additional
Paid-in Capital |
|
Accumulated Deficit
|
|
Accumulated
Other
Comprehensive
Loss
|
|
|
|
|
|||||||||||||||
|
Common Stock
|
|
|
|
|
|
Noncontrolling
Interests |
|
|
|||||||||||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
|
|
Total
|
||||||||||||||||||||
|
(in millions)
|
|||||||||||||||||||||||||||||
Balance as of March 31, 2019
|
292
|
|
|
$
|
3
|
|
|
$
|
(2,921
|
)
|
|
$
|
10,374
|
|
|
$
|
(6,558
|
)
|
|
$
|
(798
|
)
|
|
$
|
8
|
|
|
$
|
108
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
260
|
|
|
—
|
|
|
1
|
|
|
261
|
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
(8
|
)
|
|||||||
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(44
|
)
|
|
—
|
|
|
—
|
|
|
(44
|
)
|
|||||||
Repurchases of common stock
|
(4
|
)
|
|
—
|
|
|
(383
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(383
|
)
|
|||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
45
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
45
|
|
|||||||
Deconsolidation of a VIE
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
|||||||
Balance as of June 30, 2019
|
288
|
|
|
$
|
3
|
|
|
$
|
(3,304
|
)
|
|
$
|
10,419
|
|
|
$
|
(6,342
|
)
|
|
$
|
(806
|
)
|
|
$
|
7
|
|
|
$
|
(23
|
)
|
|
Three Months Ended June 30, 2018
|
|||||||||||||||||||||||||||||
|
Equity (Deficit) Attributable to Hilton Stockholders
|
|
|
|
|
|||||||||||||||||||||||||
|
|
|
|
|
Treasury Stock
|
|
Additional
Paid-in Capital |
|
Accumulated Deficit
|
|
Accumulated
Other
Comprehensive
Loss
|
|
|
|
|
|||||||||||||||
|
Common Stock
|
|
|
|
|
|
Noncontrolling
Interests
|
|
|
|||||||||||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
|
|
Total
|
||||||||||||||||||||
|
(in millions)
|
|||||||||||||||||||||||||||||
Balance as of March 31, 2018
|
317
|
|
|
$
|
3
|
|
|
$
|
(1,001
|
)
|
|
$
|
10,288
|
|
|
$
|
(6,868
|
)
|
|
$
|
(680
|
)
|
|
$
|
5
|
|
|
$
|
1,747
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
217
|
|
|
—
|
|
|
—
|
|
|
217
|
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(62
|
)
|
|
—
|
|
|
(62
|
)
|
|||||||
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(46
|
)
|
|
—
|
|
|
—
|
|
|
(46
|
)
|
|||||||
Repurchases of common stock
|
(19
|
)
|
|
—
|
|
|
(1,329
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,329
|
)
|
|||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
33
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33
|
|
|||||||
Balance as of June 30, 2018
|
298
|
|
|
$
|
3
|
|
|
$
|
(2,330
|
)
|
|
$
|
10,321
|
|
|
$
|
(6,697
|
)
|
|
$
|
(742
|
)
|
|
$
|
5
|
|
|
$
|
560
|
|
|
Six Months Ended June 30, 2019
|
|||||||||||||||||||||||||||||
|
Equity (Deficit) Attributable to Hilton Stockholders
|
|
|
|
|
|||||||||||||||||||||||||
|
|
|
|
|
Treasury Stock
|
|
Additional
Paid-in Capital |
|
Accumulated Deficit
|
|
Accumulated
Other
Comprehensive
Loss
|
|
|
|
|
|||||||||||||||
|
Common Stock
|
|
|
|
|
|
Noncontrolling
Interests |
|
|
|||||||||||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
|
|
Total
|
||||||||||||||||||||
|
(in millions)
|
|||||||||||||||||||||||||||||
Balance as of December 31, 2018
|
295
|
|
|
$
|
3
|
|
|
$
|
(2,625
|
)
|
|
$
|
10,372
|
|
|
$
|
(6,417
|
)
|
|
$
|
(782
|
)
|
|
$
|
7
|
|
|
$
|
558
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
418
|
|
|
—
|
|
|
2
|
|
|
420
|
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24
|
)
|
|
—
|
|
|
(24
|
)
|
|||||||
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(87
|
)
|
|
—
|
|
|
—
|
|
|
(87
|
)
|
|||||||
Repurchases of common stock
|
(8
|
)
|
|
—
|
|
|
(679
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(679
|
)
|
|||||||
Share-based compensation
|
1
|
|
|
—
|
|
|
—
|
|
|
47
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
47
|
|
|||||||
Cumulative effect of the adoption of ASU 2016-02
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(256
|
)
|
|
—
|
|
|
—
|
|
|
(256
|
)
|
|||||||
Deconsolidation of a VIE
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
|||||||
Balance as of June 30, 2019
|
288
|
|
|
$
|
3
|
|
|
$
|
(3,304
|
)
|
|
$
|
10,419
|
|
|
$
|
(6,342
|
)
|
|
$
|
(806
|
)
|
|
$
|
7
|
|
|
$
|
(23
|
)
|
|
Six Months Ended June 30, 2018
|
|||||||||||||||||||||||||||||
|
Equity (Deficit) Attributable to Hilton Stockholders
|
|
|
|
|
|||||||||||||||||||||||||
|
|
|
|
|
Treasury Stock
|
|
Additional
Paid-in Capital |
|
Accumulated Deficit
|
|
Accumulated
Other
Comprehensive
Loss
|
|
|
|
|
|||||||||||||||
|
Common Stock
|
|
|
|
|
|
Noncontrolling
Interests
|
|
|
|||||||||||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
|
|
Total
|
||||||||||||||||||||
|
(in millions)
|
|||||||||||||||||||||||||||||
Balance as of December 31, 2017
|
317
|
|
|
$
|
3
|
|
|
$
|
(891
|
)
|
|
$
|
10,298
|
|
|
$
|
(6,981
|
)
|
|
$
|
(741
|
)
|
|
$
|
3
|
|
|
$
|
1,691
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
378
|
|
|
—
|
|
|
2
|
|
|
380
|
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||||||
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(94
|
)
|
|
—
|
|
|
—
|
|
|
(94
|
)
|
|||||||
Repurchases of common stock
|
(20
|
)
|
|
—
|
|
|
(1,439
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,439
|
)
|
|||||||
Share-based compensation
|
1
|
|
|
—
|
|
|
—
|
|
|
23
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23
|
|
|||||||
Balance as of June 30, 2018
|
298
|
|
|
$
|
3
|
|
|
$
|
(2,330
|
)
|
|
$
|
10,321
|
|
|
$
|
(6,697
|
)
|
|
$
|
(742
|
)
|
|
$
|
5
|
|
|
$
|
560
|
|
|
Currency Translation Adjustment(1)
|
|
Pension Liability Adjustment
|
|
Cash Flow Hedge Adjustment
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Balance as of December 31, 2018
|
$
|
(545
|
)
|
|
$
|
(260
|
)
|
|
$
|
23
|
|
|
$
|
(782
|
)
|
Other comprehensive income (loss) before reclassifications
|
11
|
|
|
—
|
|
|
(35
|
)
|
|
(24
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss
|
1
|
|
|
4
|
|
|
(5
|
)
|
|
—
|
|
||||
Net current period other comprehensive income (loss)
|
12
|
|
|
4
|
|
|
(40
|
)
|
|
(24
|
)
|
||||
Balance as of June 30, 2019
|
$
|
(533
|
)
|
|
$
|
(256
|
)
|
|
$
|
(17
|
)
|
|
$
|
(806
|
)
|
|
Currency Translation Adjustment(1)
|
|
Pension Liability Adjustment
|
|
Cash Flow Hedge Adjustment
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Balance as of December 31, 2017
|
$
|
(513
|
)
|
|
$
|
(229
|
)
|
|
$
|
1
|
|
|
$
|
(741
|
)
|
Other comprehensive income (loss) before reclassifications
|
(45
|
)
|
|
—
|
|
|
36
|
|
|
(9
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
3
|
|
|
5
|
|
|
8
|
|
||||
Net current period other comprehensive income (loss)
|
(45
|
)
|
|
3
|
|
|
41
|
|
|
(1
|
)
|
||||
Balance as of June 30, 2018
|
$
|
(558
|
)
|
|
$
|
(226
|
)
|
|
$
|
42
|
|
|
$
|
(742
|
)
|
(1)
|
Includes net investment hedges and intra-entity foreign currency transactions that are of a long-term investment nature.
|
|
Three Months Ended
|
|
Six Months Ended
|
||||
|
June 30, 2019
|
|
June 30, 2019
|
||||
|
(in millions)
|
||||||
Currency translation adjustment:
|
|
|
|
||||
Liquidation of investment in a foreign entity(1)
|
$
|
(1
|
)
|
|
$
|
(1
|
)
|
Total currency translation adjustment reclassifications for the period, net of taxes
|
(1
|
)
|
|
(1
|
)
|
||
|
|
|
|
||||
Pension liability adjustment:
|
|
|
|
||||
Amortization of prior service cost(3)
|
(1
|
)
|
|
(2
|
)
|
||
Amortization of net loss(3)
|
(1
|
)
|
|
(3
|
)
|
||
Tax benefit(2)
|
—
|
|
|
1
|
|
||
Total pension liability adjustment reclassifications for the period, net of taxes
|
(2
|
)
|
|
(4
|
)
|
||
|
|
|
|
||||
Cash flow hedge adjustment:
|
|
|
|
||||
Dedesignated interest rate swaps(4)
|
3
|
|
|
6
|
|
||
Tax expense(2)
|
—
|
|
|
(1
|
)
|
||
Total cash flow hedge adjustment reclassifications for the period, net of taxes
|
3
|
|
|
5
|
|
||
Total reclassifications for the period, net of taxes
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
Includes a gain on the related net investment hedge. Reclassified to loss on foreign currency transactions in our condensed consolidated statements of operations. The related tax benefit reclassified to income tax expense in our condensed consolidated statements of operations was less than $1 million.
|
(2)
|
Reclassified to income tax expense in our condensed consolidated statements of operations.
|
(3)
|
Reclassified to other non-operating income (loss), net in our condensed consolidated statements of operations.
|
(4)
|
Reclassified to interest expense in our condensed consolidated statements of operations.
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(in millions)
|
||||||||||||||
Franchise and licensing fees
|
$
|
445
|
|
|
$
|
405
|
|
|
$
|
830
|
|
|
$
|
738
|
|
Base and other management fees(1)
|
106
|
|
|
101
|
|
|
198
|
|
|
191
|
|
||||
Incentive management fees
|
58
|
|
|
59
|
|
|
113
|
|
|
114
|
|
||||
Management and franchise
|
609
|
|
|
565
|
|
|
1,141
|
|
|
1,043
|
|
||||
Ownership
|
387
|
|
|
392
|
|
|
699
|
|
|
726
|
|
||||
Segment revenues
|
996
|
|
|
957
|
|
|
1,840
|
|
|
1,769
|
|
||||
Amortization of contract acquisition costs
|
(7
|
)
|
|
(7
|
)
|
|
(14
|
)
|
|
(14
|
)
|
||||
Other revenues
|
26
|
|
|
22
|
|
|
52
|
|
|
45
|
|
||||
Direct reimbursements from managed and franchised properties(2)
|
789
|
|
|
730
|
|
|
1,564
|
|
|
1,429
|
|
||||
Indirect reimbursements from managed and franchised properties(2)
|
691
|
|
|
600
|
|
|
1,265
|
|
|
1,155
|
|
||||
Intersegment fees elimination(1)
|
(11
|
)
|
|
(11
|
)
|
|
(19
|
)
|
|
(19
|
)
|
||||
Total revenues
|
$
|
2,484
|
|
|
$
|
2,291
|
|
|
$
|
4,688
|
|
|
$
|
4,365
|
|
(1)
|
Includes management, royalty and IP fees charged to our ownership segment by our management and franchise segment, which were eliminated in our condensed consolidated statements of operations.
|
(2)
|
Included in other revenues from managed and franchised properties in our condensed consolidated statements of operations.
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(in millions)
|
||||||||||||||
Management and franchise(1)
|
$
|
609
|
|
|
$
|
565
|
|
|
$
|
1,141
|
|
|
$
|
1,043
|
|
Ownership(1)
|
42
|
|
|
29
|
|
|
48
|
|
|
35
|
|
||||
Segment operating income
|
651
|
|
|
594
|
|
|
1,189
|
|
|
1,078
|
|
||||
Amortization of contract acquisition costs
|
(7
|
)
|
|
(7
|
)
|
|
(14
|
)
|
|
(14
|
)
|
||||
Other revenues, less other expenses
|
11
|
|
|
10
|
|
|
17
|
|
|
19
|
|
||||
Net other revenues (expenses) from managed and franchised properties
|
22
|
|
|
3
|
|
|
(12
|
)
|
|
(18
|
)
|
||||
Depreciation and amortization
|
(86
|
)
|
|
(79
|
)
|
|
(170
|
)
|
|
(161
|
)
|
||||
General and administrative
|
(113
|
)
|
|
(115
|
)
|
|
(220
|
)
|
|
(219
|
)
|
||||
Operating income
|
478
|
|
|
406
|
|
|
790
|
|
|
685
|
|
||||
Interest expense
|
(101
|
)
|
|
(95
|
)
|
|
(199
|
)
|
|
(178
|
)
|
||||
Loss on foreign currency transactions
|
(3
|
)
|
|
(12
|
)
|
|
(3
|
)
|
|
(1
|
)
|
||||
Other non-operating income (loss), net
|
(12
|
)
|
|
(1
|
)
|
|
(8
|
)
|
|
13
|
|
||||
Income before income taxes
|
$
|
362
|
|
|
$
|
298
|
|
|
$
|
580
|
|
|
$
|
519
|
|
(1)
|
Includes management, royalty and IP fees charged to our ownership segment by our management and franchise segment, which were eliminated in our condensed consolidated statements of operations.
|
|
June 30,
|
|
December 31,
|
||||
|
2019
|
|
2018
|
||||
|
(in millions)
|
||||||
Management and franchise
|
$
|
11,399
|
|
|
$
|
11,362
|
|
Ownership
|
1,731
|
|
|
927
|
|
||
Corporate and other
|
2,010
|
|
|
1,706
|
|
||
|
$
|
15,140
|
|
|
$
|
13,995
|
|
|
Six Months Ended
|
||||||
|
June 30,
|
||||||
|
2019
|
|
2018
|
||||
|
(in millions)
|
||||||
Ownership
|
$
|
25
|
|
|
$
|
19
|
|
Corporate and other
|
21
|
|
|
9
|
|
||
|
$
|
46
|
|
|
$
|
28
|
|
|
June 30, 2019
|
||||||||||||||||||||||||||
Parent
|
|
HWF Issuers
|
|
HOC
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
|||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
23
|
|
|
$
|
609
|
|
|
$
|
—
|
|
|
$
|
635
|
|
Restricted cash and cash equivalents
|
—
|
|
|
—
|
|
|
34
|
|
|
16
|
|
|
33
|
|
|
—
|
|
|
83
|
|
|||||||
Accounts receivable, net
|
—
|
|
|
—
|
|
|
14
|
|
|
852
|
|
|
324
|
|
|
—
|
|
|
1,190
|
|
|||||||
Intercompany receivables
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40
|
|
|
(40
|
)
|
|
—
|
|
|||||||
Prepaid expenses
|
—
|
|
|
—
|
|
|
16
|
|
|
48
|
|
|
55
|
|
|
(2
|
)
|
|
117
|
|
|||||||
Other
|
—
|
|
|
1
|
|
|
1
|
|
|
48
|
|
|
147
|
|
|
(7
|
)
|
|
190
|
|
|||||||
Total current assets
|
—
|
|
|
1
|
|
|
68
|
|
|
987
|
|
|
1,208
|
|
|
(49
|
)
|
|
2,215
|
|
|||||||
Intangibles and Other Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Investments in subsidiaries
|
2
|
|
|
4,113
|
|
|
7,850
|
|
|
2
|
|
|
—
|
|
|
(11,967
|
)
|
|
—
|
|
|||||||
Goodwill
|
—
|
|
|
—
|
|
|
—
|
|
|
3,824
|
|
|
1,333
|
|
|
—
|
|
|
5,157
|
|
|||||||
Brands
|
—
|
|
|
—
|
|
|
—
|
|
|
4,405
|
|
|
469
|
|
|
—
|
|
|
4,874
|
|
|||||||
Management and franchise contracts, net
|
—
|
|
|
—
|
|
|
1
|
|
|
502
|
|
|
314
|
|
|
—
|
|
|
817
|
|
|||||||
Other intangible assets, net
|
—
|
|
|
—
|
|
|
—
|
|
|
279
|
|
|
121
|
|
|
—
|
|
|
400
|
|
|||||||
Operating lease right-of-use assets
|
—
|
|
|
—
|
|
|
36
|
|
|
10
|
|
|
845
|
|
|
—
|
|
|
891
|
|
|||||||
Property and equipment, net
|
—
|
|
|
—
|
|
|
61
|
|
|
67
|
|
|
290
|
|
|
—
|
|
|
418
|
|
|||||||
Deferred income tax assets
|
4
|
|
|
7
|
|
|
86
|
|
|
—
|
|
|
146
|
|
|
(97
|
)
|
|
146
|
|
|||||||
Other
|
—
|
|
|
12
|
|
|
31
|
|
|
17
|
|
|
162
|
|
|
—
|
|
|
222
|
|
|||||||
Total intangibles and other assets
|
6
|
|
|
4,132
|
|
|
8,065
|
|
|
9,106
|
|
|
3,680
|
|
|
(12,064
|
)
|
|
12,925
|
|
|||||||
TOTAL ASSETS
|
$
|
6
|
|
|
$
|
4,133
|
|
|
$
|
8,133
|
|
|
$
|
10,093
|
|
|
$
|
4,888
|
|
|
$
|
(12,113
|
)
|
|
$
|
15,140
|
|
LIABILITIES AND EQUITY (DEFICIT)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Accounts payable, accrued expenses and other
|
$
|
36
|
|
|
$
|
20
|
|
|
$
|
201
|
|
|
$
|
664
|
|
|
$
|
743
|
|
|
$
|
(7
|
)
|
|
$
|
1,657
|
|
Current maturities of long-term debt
|
—
|
|
|
—
|
|
|
20
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
37
|
|
|||||||
Current portion of deferred revenues
|
—
|
|
|
—
|
|
|
47
|
|
|
241
|
|
|
12
|
|
|
(2
|
)
|
|
298
|
|
|||||||
Intercompany payables
|
—
|
|
|
—
|
|
|
40
|
|
|
—
|
|
|
—
|
|
|
(40
|
)
|
|
—
|
|
|||||||
Current portion of liability for guest loyalty program
|
—
|
|
|
—
|
|
|
—
|
|
|
788
|
|
|
—
|
|
|
—
|
|
|
788
|
|
|||||||
Total current liabilities
|
36
|
|
|
20
|
|
|
308
|
|
|
1,693
|
|
|
772
|
|
|
(49
|
)
|
|
2,780
|
|
|||||||
Long-term debt
|
—
|
|
|
4,076
|
|
|
3,473
|
|
|
—
|
|
|
223
|
|
|
—
|
|
|
7,772
|
|
|||||||
Operating lease liabilities
|
—
|
|
|
—
|
|
|
43
|
|
|
8
|
|
|
1,015
|
|
|
—
|
|
|
1,066
|
|
|||||||
Deferred revenues
|
—
|
|
|
—
|
|
|
—
|
|
|
754
|
|
|
68
|
|
|
—
|
|
|
822
|
|
|||||||
Deferred income tax liabilities
|
—
|
|
|
—
|
|
|
—
|
|
|
958
|
|
|
—
|
|
|
(97
|
)
|
|
861
|
|
|||||||
Liability for guest loyalty program
|
—
|
|
|
—
|
|
|
—
|
|
|
986
|
|
|
—
|
|
|
—
|
|
|
986
|
|
|||||||
Other
|
—
|
|
|
35
|
|
|
196
|
|
|
94
|
|
|
551
|
|
|
—
|
|
|
876
|
|
|||||||
Total liabilities
|
36
|
|
|
4,131
|
|
|
4,020
|
|
|
4,493
|
|
|
2,629
|
|
|
(146
|
)
|
|
15,163
|
|
|||||||
Equity (Deficit):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Total Hilton stockholders' equity (deficit)
|
(30
|
)
|
|
2
|
|
|
4,113
|
|
|
5,600
|
|
|
2,252
|
|
|
(11,967
|
)
|
|
(30
|
)
|
|||||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
|||||||
Total equity (deficit)
|
(30
|
)
|
|
2
|
|
|
4,113
|
|
|
5,600
|
|
|
2,259
|
|
|
(11,967
|
)
|
|
(23
|
)
|
|||||||
TOTAL LIABILITIES AND EQUITY (DEFICIT)
|
$
|
6
|
|
|
$
|
4,133
|
|
|
$
|
8,133
|
|
|
$
|
10,093
|
|
|
$
|
4,888
|
|
|
$
|
(12,113
|
)
|
|
$
|
15,140
|
|
|
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
|
|
|||||||
Other
|
—
|
|
|
1
|
|
|
1
|
|
|
36
|
|
|
154
|
|
|
(3
|
)
|
|
189
|
|
|||||||
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
|
|
|
$
|
765
|
|
|
$
|
(3
|
)
|
|
$
|
1,549
|
|
Current maturities of long-term debt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|
—
|
|
|
16
|
|
|||||||
Current portion of deferred revenues
|
—
|
|
|
—
|
|
|
106
|
|
|
239
|
|
|
14
|
|
|
(9
|
)
|
|
350
|
|
|||||||
Intercompany payables
|
—
|
|
|
—
|
|
|
40
|
|
|
—
|
|
|
—
|
|
|
(40
|
)
|
|
—
|
|
|||||||
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
|
|
|
Three Months Ended June 30, 2019
|
||||||||||||||||||||||||||
|
Parent
|
|
HWF Issuers
|
|
HOC
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Franchise and licensing fees
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
69
|
|
|
$
|
338
|
|
|
$
|
41
|
|
|
$
|
(4
|
)
|
|
$
|
444
|
|
Base and other management fees
|
—
|
|
|
—
|
|
|
—
|
|
|
57
|
|
|
32
|
|
|
—
|
|
|
89
|
|
|||||||
Incentive management fees
|
—
|
|
|
—
|
|
|
—
|
|
|
21
|
|
|
37
|
|
|
—
|
|
|
58
|
|
|||||||
Owned and leased hotels
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
387
|
|
|
—
|
|
|
387
|
|
|||||||
Other revenues
|
—
|
|
|
—
|
|
|
1
|
|
|
20
|
|
|
5
|
|
|
—
|
|
|
26
|
|
|||||||
|
—
|
|
|
—
|
|
|
70
|
|
|
436
|
|
|
502
|
|
|
(4
|
)
|
|
1,004
|
|
|||||||
Other revenues from managed and franchised properties
|
—
|
|
|
—
|
|
|
81
|
|
|
1,247
|
|
|
152
|
|
|
—
|
|
|
1,480
|
|
|||||||
Total revenues
|
—
|
|
|
—
|
|
|
151
|
|
|
1,683
|
|
|
654
|
|
|
(4
|
)
|
|
2,484
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Owned and leased hotels
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
334
|
|
|
—
|
|
|
334
|
|
|||||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
1
|
|
|
63
|
|
|
22
|
|
|
—
|
|
|
86
|
|
|||||||
General and administrative
|
—
|
|
|
—
|
|
|
89
|
|
|
—
|
|
|
31
|
|
|
(7
|
)
|
|
113
|
|
|||||||
Other expenses
|
—
|
|
|
—
|
|
|
3
|
|
|
2
|
|
|
7
|
|
|
3
|
|
|
15
|
|
|||||||
|
—
|
|
|
—
|
|
|
93
|
|
|
65
|
|
|
394
|
|
|
(4
|
)
|
|
548
|
|
|||||||
Other expenses from managed and franchised properties
|
—
|
|
|
—
|
|
|
87
|
|
|
1,224
|
|
|
147
|
|
|
—
|
|
|
1,458
|
|
|||||||
Total expenses
|
—
|
|
|
—
|
|
|
180
|
|
|
1,289
|
|
|
541
|
|
|
(4
|
)
|
|
2,006
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating income (loss)
|
—
|
|
|
—
|
|
|
(29
|
)
|
|
394
|
|
|
113
|
|
|
—
|
|
|
478
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Interest expense
|
—
|
|
|
(52
|
)
|
|
(33
|
)
|
|
—
|
|
|
(16
|
)
|
|
—
|
|
|
(101
|
)
|
|||||||
Gain (loss) on foreign currency transactions
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(9
|
)
|
|
7
|
|
|
—
|
|
|
(3
|
)
|
|||||||
Other non-operating income (loss), net
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
(5
|
)
|
|
2
|
|
|
—
|
|
|
(12
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Income (loss) before income taxes and equity in earnings from subsidiaries
|
—
|
|
|
(61
|
)
|
|
(63
|
)
|
|
380
|
|
|
106
|
|
|
—
|
|
|
362
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Income tax benefit (expense)
|
—
|
|
|
15
|
|
|
14
|
|
|
(94
|
)
|
|
(36
|
)
|
|
—
|
|
|
(101
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Income (loss) before equity in earnings from subsidiaries
|
—
|
|
|
(46
|
)
|
|
(49
|
)
|
|
286
|
|
|
70
|
|
|
—
|
|
|
261
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Equity in earnings from subsidiaries
|
260
|
|
|
306
|
|
|
355
|
|
|
260
|
|
|
—
|
|
|
(1,181
|
)
|
|
—
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net income
|
260
|
|
|
260
|
|
|
306
|
|
|
546
|
|
|
70
|
|
|
(1,181
|
)
|
|
261
|
|
|||||||
Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||||||
Net income attributable to Hilton stockholders
|
$
|
260
|
|
|
$
|
260
|
|
|
$
|
306
|
|
|
$
|
546
|
|
|
$
|
69
|
|
|
$
|
(1,181
|
)
|
|
$
|
260
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Comprehensive income
|
$
|
252
|
|
|
$
|
235
|
|
|
$
|
308
|
|
|
$
|
546
|
|
|
$
|
85
|
|
|
$
|
(1,173
|
)
|
|
$
|
253
|
|
Comprehensive income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||||||
Comprehensive income attributable to Hilton stockholders
|
$
|
252
|
|
|
$
|
235
|
|
|
$
|
308
|
|
|
$
|
546
|
|
|
$
|
84
|
|
|
$
|
(1,173
|
)
|
|
$
|
252
|
|
|
Three Months Ended June 30, 2018
|
||||||||||||||||||||||||||
|
Parent
|
|
HWF Issuers
|
|
HOC
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Franchise and licensing fees
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
50
|
|
|
$
|
322
|
|
|
$
|
36
|
|
|
$
|
(4
|
)
|
|
$
|
404
|
|
Base and other management fees
|
—
|
|
|
—
|
|
|
1
|
|
|
55
|
|
|
28
|
|
|
—
|
|
|
84
|
|
|||||||
Incentive management fees
|
—
|
|
|
—
|
|
|
—
|
|
|
22
|
|
|
37
|
|
|
—
|
|
|
59
|
|
|||||||
Owned and leased hotels
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
392
|
|
|
—
|
|
|
392
|
|
|||||||
Other revenues
|
—
|
|
|
—
|
|
|
1
|
|
|
17
|
|
|
3
|
|
|
1
|
|
|
22
|
|
|||||||
|
—
|
|
|
—
|
|
|
52
|
|
|
416
|
|
|
496
|
|
|
(3
|
)
|
|
961
|
|
|||||||
Other revenues from managed and franchised properties
|
—
|
|
|
—
|
|
|
62
|
|
|
1,110
|
|
|
158
|
|
|
—
|
|
|
1,330
|
|
|||||||
Total revenues
|
—
|
|
|
—
|
|
|
114
|
|
|
1,526
|
|
|
654
|
|
|
(3
|
)
|
|
2,291
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Owned and leased hotels
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
352
|
|
|
—
|
|
|
352
|
|
|||||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
2
|
|
|
58
|
|
|
19
|
|
|
—
|
|
|
79
|
|
|||||||
General and administrative
|
—
|
|
|
—
|
|
|
83
|
|
|
—
|
|
|
32
|
|
|
—
|
|
|
115
|
|
|||||||
Other expenses
|
—
|
|
|
—
|
|
|
2
|
|
|
8
|
|
|
6
|
|
|
(4
|
)
|
|
12
|
|
|||||||
|
—
|
|
|
—
|
|
|
87
|
|
|
66
|
|
|
409
|
|
|
(4
|
)
|
|
558
|
|
|||||||
Other expenses from managed and franchised properties
|
—
|
|
|
—
|
|
|
62
|
|
|
1,114
|
|
|
151
|
|
|
—
|
|
|
1,327
|
|
|||||||
Total expenses
|
—
|
|
|
—
|
|
|
149
|
|
|
1,180
|
|
|
560
|
|
|
(4
|
)
|
|
1,885
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating income (loss)
|
—
|
|
|
—
|
|
|
(35
|
)
|
|
346
|
|
|
94
|
|
|
1
|
|
|
406
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Interest expense
|
—
|
|
|
(57
|
)
|
|
(31
|
)
|
|
—
|
|
|
(9
|
)
|
|
2
|
|
|
(95
|
)
|
|||||||
Gain (loss) on foreign currency transactions
|
—
|
|
|
—
|
|
|
6
|
|
|
(89
|
)
|
|
71
|
|
|
—
|
|
|
(12
|
)
|
|||||||
Other non-operating income (loss), net
|
—
|
|
|
(7
|
)
|
|
1
|
|
|
4
|
|
|
4
|
|
|
(3
|
)
|
|
(1
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Income (loss) before income taxes and equity in earnings from subsidiaries
|
—
|
|
|
(64
|
)
|
|
(59
|
)
|
|
261
|
|
|
160
|
|
|
—
|
|
|
298
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Income tax benefit (expense)
|
—
|
|
|
16
|
|
|
14
|
|
|
(61
|
)
|
|
(50
|
)
|
|
—
|
|
|
(81
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Income (loss) before equity in earnings from subsidiaries
|
—
|
|
|
(48
|
)
|
|
(45
|
)
|
|
200
|
|
|
110
|
|
|
—
|
|
|
217
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Equity in earnings from subsidiaries
|
217
|
|
|
265
|
|
|
310
|
|
|
217
|
|
|
—
|
|
|
(1,009
|
)
|
|
—
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net income
|
217
|
|
|
217
|
|
|
265
|
|
|
417
|
|
|
110
|
|
|
(1,009
|
)
|
|
217
|
|
|||||||
Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Net income attributable to Hilton stockholders
|
$
|
217
|
|
|
$
|
217
|
|
|
$
|
265
|
|
|
$
|
417
|
|
|
$
|
110
|
|
|
$
|
(1,009
|
)
|
|
$
|
217
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Comprehensive income
|
$
|
155
|
|
|
$
|
227
|
|
|
$
|
266
|
|
|
$
|
416
|
|
|
$
|
38
|
|
|
$
|
(947
|
)
|
|
$
|
155
|
|
Comprehensive income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Comprehensive income attributable to Hilton stockholders
|
$
|
155
|
|
|
$
|
227
|
|
|
$
|
266
|
|
|
$
|
416
|
|
|
$
|
38
|
|
|
$
|
(947
|
)
|
|
$
|
155
|
|
|
Six Months Ended June 30, 2019
|
||||||||||||||||||||||||||
|
Parent
|
|
HWF Issuers
|
|
HOC
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Franchise and licensing fees
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
130
|
|
|
$
|
632
|
|
|
$
|
73
|
|
|
$
|
(9
|
)
|
|
$
|
826
|
|
Base and other management fees
|
—
|
|
|
—
|
|
|
—
|
|
|
109
|
|
|
60
|
|
|
—
|
|
|
169
|
|
|||||||
Incentive management fees
|
—
|
|
|
—
|
|
|
—
|
|
|
44
|
|
|
69
|
|
|
—
|
|
|
113
|
|
|||||||
Owned and leased hotels
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
699
|
|
|
—
|
|
|
699
|
|
|||||||
Other revenues
|
—
|
|
|
—
|
|
|
1
|
|
|
43
|
|
|
8
|
|
|
—
|
|
|
52
|
|
|||||||
|
—
|
|
|
—
|
|
|
131
|
|
|
828
|
|
|
909
|
|
|
(9
|
)
|
|
1,859
|
|
|||||||
Other revenues from managed and franchised properties
|
—
|
|
|
—
|
|
|
156
|
|
|
2,386
|
|
|
287
|
|
|
—
|
|
|
2,829
|
|
|||||||
Total revenues
|
—
|
|
|
—
|
|
|
287
|
|
|
3,214
|
|
|
1,196
|
|
|
(9
|
)
|
|
4,688
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Owned and leased hotels
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
632
|
|
|
—
|
|
|
632
|
|
|||||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
3
|
|
|
125
|
|
|
42
|
|
|
—
|
|
|
170
|
|
|||||||
General and administrative
|
—
|
|
|
—
|
|
|
171
|
|
|
—
|
|
|
62
|
|
|
(13
|
)
|
|
220
|
|
|||||||
Other expenses
|
—
|
|
|
—
|
|
|
4
|
|
|
10
|
|
|
17
|
|
|
4
|
|
|
35
|
|
|||||||
|
—
|
|
|
—
|
|
|
178
|
|
|
135
|
|
|
753
|
|
|
(9
|
)
|
|
1,057
|
|
|||||||
Other expenses from managed and franchised properties
|
—
|
|
|
—
|
|
|
159
|
|
|
2,402
|
|
|
280
|
|
|
—
|
|
|
2,841
|
|
|||||||
Total expenses
|
—
|
|
|
—
|
|
|
337
|
|
|
2,537
|
|
|
1,033
|
|
|
(9
|
)
|
|
3,898
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating income (loss)
|
—
|
|
|
—
|
|
|
(50
|
)
|
|
677
|
|
|
163
|
|
|
—
|
|
|
790
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Interest expense
|
—
|
|
|
(103
|
)
|
|
(68
|
)
|
|
—
|
|
|
(28
|
)
|
|
—
|
|
|
(199
|
)
|
|||||||
Gain (loss) on foreign currency transactions
|
—
|
|
|
—
|
|
|
1
|
|
|
(27
|
)
|
|
23
|
|
|
—
|
|
|
(3
|
)
|
|||||||
Other non-operating income (loss), net
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
(5
|
)
|
|
6
|
|
|
—
|
|
|
(8
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Income (loss) before income taxes and equity in earnings from subsidiaries
|
—
|
|
|
(112
|
)
|
|
(117
|
)
|
|
645
|
|
|
164
|
|
|
—
|
|
|
580
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Income tax benefit (expense)
|
—
|
|
|
27
|
|
|
27
|
|
|
(159
|
)
|
|
(55
|
)
|
|
—
|
|
|
(160
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Income (loss) before equity in earnings from subsidiaries
|
—
|
|
|
(85
|
)
|
|
(90
|
)
|
|
486
|
|
|
109
|
|
|
—
|
|
|
420
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Equity in earnings from subsidiaries
|
418
|
|
|
503
|
|
|
593
|
|
|
418
|
|
|
—
|
|
|
(1,932
|
)
|
|
—
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net income
|
418
|
|
|
418
|
|
|
503
|
|
|
904
|
|
|
109
|
|
|
(1,932
|
)
|
|
420
|
|
|||||||
Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|||||||
Net income attributable to Hilton stockholders
|
$
|
418
|
|
|
$
|
418
|
|
|
$
|
503
|
|
|
$
|
904
|
|
|
$
|
107
|
|
|
$
|
(1,932
|
)
|
|
$
|
418
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Comprehensive income
|
$
|
394
|
|
|
$
|
378
|
|
|
$
|
506
|
|
|
$
|
904
|
|
|
$
|
122
|
|
|
$
|
(1,908
|
)
|
|
$
|
396
|
|
Comprehensive income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|||||||
Comprehensive income attributable to Hilton stockholders
|
$
|
394
|
|
|
$
|
378
|
|
|
$
|
506
|
|
|
$
|
904
|
|
|
$
|
120
|
|
|
$
|
(1,908
|
)
|
|
$
|
394
|
|
|
Six Months Ended June 30, 2018
|
||||||||||||||||||||||||||
|
Parent
|
|
HWF Issuers
|
|
HOC
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Franchise and licensing fees
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
94
|
|
|
$
|
584
|
|
|
$
|
65
|
|
|
$
|
(8
|
)
|
|
$
|
735
|
|
Base and other management fees
|
—
|
|
|
—
|
|
|
1
|
|
|
106
|
|
|
54
|
|
|
—
|
|
|
161
|
|
|||||||
Incentive management fees
|
—
|
|
|
—
|
|
|
—
|
|
|
43
|
|
|
71
|
|
|
—
|
|
|
114
|
|
|||||||
Owned and leased hotels
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
726
|
|
|
—
|
|
|
726
|
|
|||||||
Other revenues
|
—
|
|
|
—
|
|
|
3
|
|
|
41
|
|
|
5
|
|
|
(4
|
)
|
|
45
|
|
|||||||
|
—
|
|
|
—
|
|
|
98
|
|
|
774
|
|
|
921
|
|
|
(12
|
)
|
|
1,781
|
|
|||||||
Other revenues from managed and franchised properties
|
—
|
|
|
—
|
|
|
106
|
|
|
2,180
|
|
|
298
|
|
|
—
|
|
|
2,584
|
|
|||||||
Total revenues
|
—
|
|
|
—
|
|
|
204
|
|
|
2,954
|
|
|
1,219
|
|
|
(12
|
)
|
|
4,365
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Owned and leased hotels
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
672
|
|
|
—
|
|
|
672
|
|
|||||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
3
|
|
|
118
|
|
|
40
|
|
|
—
|
|
|
161
|
|
|||||||
General and administrative
|
—
|
|
|
—
|
|
|
156
|
|
|
—
|
|
|
67
|
|
|
(4
|
)
|
|
219
|
|
|||||||
Other expenses
|
—
|
|
|
—
|
|
|
4
|
|
|
15
|
|
|
15
|
|
|
(8
|
)
|
|
26
|
|
|||||||
|
—
|
|
|
—
|
|
|
163
|
|
|
133
|
|
|
794
|
|
|
(12
|
)
|
|
1,078
|
|
|||||||
Other expenses from managed and franchised properties
|
—
|
|
|
—
|
|
|
108
|
|
|
2,198
|
|
|
296
|
|
|
—
|
|
|
2,602
|
|
|||||||
Total expenses
|
—
|
|
|
—
|
|
|
271
|
|
|
2,331
|
|
|
1,090
|
|
|
(12
|
)
|
|
3,680
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating income (loss)
|
—
|
|
|
—
|
|
|
(67
|
)
|
|
623
|
|
|
129
|
|
|
—
|
|
|
685
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Interest expense
|
—
|
|
|
(118
|
)
|
|
(44
|
)
|
|
—
|
|
|
(19
|
)
|
|
3
|
|
|
(178
|
)
|
|||||||
Gain (loss) on foreign currency transactions
|
—
|
|
|
—
|
|
|
3
|
|
|
(81
|
)
|
|
77
|
|
|
—
|
|
|
(1
|
)
|
|||||||
Other non-operating income (loss), net
|
—
|
|
|
(7
|
)
|
|
4
|
|
|
12
|
|
|
7
|
|
|
(3
|
)
|
|
13
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Income (loss) before income taxes and equity in earnings from subsidiaries
|
—
|
|
|
(125
|
)
|
|
(104
|
)
|
|
554
|
|
|
194
|
|
|
—
|
|
|
519
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Income tax benefit (expense)
|
—
|
|
|
31
|
|
|
27
|
|
|
(134
|
)
|
|
(63
|
)
|
|
—
|
|
|
(139
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Income (loss) before equity in earnings from subsidiaries
|
—
|
|
|
(94
|
)
|
|
(77
|
)
|
|
420
|
|
|
131
|
|
|
—
|
|
|
380
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Equity in earnings from subsidiaries
|
378
|
|
|
472
|
|
|
549
|
|
|
378
|
|
|
—
|
|
|
(1,777
|
)
|
|
—
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net income
|
378
|
|
|
378
|
|
|
472
|
|
|
798
|
|
|
131
|
|
|
(1,777
|
)
|
|
380
|
|
|||||||
Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|||||||
Net income attributable to Hilton stockholders
|
$
|
378
|
|
|
$
|
378
|
|
|
$
|
472
|
|
|
$
|
798
|
|
|
$
|
129
|
|
|
$
|
(1,777
|
)
|
|
$
|
378
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Comprehensive income
|
$
|
377
|
|
|
$
|
417
|
|
|
$
|
473
|
|
|
$
|
798
|
|
|
$
|
90
|
|
|
$
|
(1,776
|
)
|
|
$
|
379
|
|
Comprehensive income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|||||||
Comprehensive income attributable to Hilton stockholders
|
$
|
377
|
|
|
$
|
417
|
|
|
$
|
473
|
|
|
$
|
798
|
|
|
$
|
88
|
|
|
$
|
(1,776
|
)
|
|
$
|
377
|
|
|
Six Months Ended June 30, 2019
|
||||||||||||||||||||||||||
|
Parent
|
|
HWF Issuers
|
|
HOC
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||
Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net cash provided by (used in) operating activities
|
$
|
—
|
|
|
$
|
(85
|
)
|
|
$
|
—
|
|
|
$
|
675
|
|
|
$
|
75
|
|
|
$
|
(15
|
)
|
|
$
|
650
|
|
Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Capital expenditures for property and equipment
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
(3
|
)
|
|
(38
|
)
|
|
—
|
|
|
(46
|
)
|
|||||||
Capitalized software costs
|
—
|
|
|
—
|
|
|
—
|
|
|
(44
|
)
|
|
—
|
|
|
—
|
|
|
(44
|
)
|
|||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
(6
|
)
|
|
—
|
|
|
(5
|
)
|
|||||||
Net cash used in investing activities
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
(46
|
)
|
|
(44
|
)
|
|
—
|
|
|
(95
|
)
|
|||||||
Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Borrowings
|
—
|
|
|
795
|
|
|
1,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,795
|
|
|||||||
Repayment of debt
|
—
|
|
|
(1,295
|
)
|
|
(14
|
)
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
(1,317
|
)
|
|||||||
Debt issuance costs
|
—
|
|
|
(13
|
)
|
|
(14
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27
|
)
|
|||||||
Intercompany transfers
|
740
|
|
|
598
|
|
|
(933
|
)
|
|
(622
|
)
|
|
217
|
|
|
—
|
|
|
—
|
|
|||||||
Dividends paid
|
(87
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(87
|
)
|
|||||||
Repurchases of common stock
|
(653
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(653
|
)
|
|||||||
Intercompany dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15
|
)
|
|
15
|
|
|
—
|
|
|||||||
Share-based compensation tax withholdings and other
|
—
|
|
|
—
|
|
|
(34
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(34
|
)
|
|||||||
Net cash provided by (used in) financing activities
|
—
|
|
|
85
|
|
|
5
|
|
|
(622
|
)
|
|
194
|
|
|
15
|
|
|
(323
|
)
|
|||||||
Effect of exchange rate changes on cash, restricted cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|||||||
Net increase in cash, restricted cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
227
|
|
|
—
|
|
|
234
|
|
|||||||
Cash, restricted cash and cash equivalents, beginning of period
|
—
|
|
|
—
|
|
|
37
|
|
|
32
|
|
|
415
|
|
|
—
|
|
|
484
|
|
|||||||
Cash, restricted cash and cash equivalents, end of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
37
|
|
|
$
|
39
|
|
|
$
|
642
|
|
|
$
|
—
|
|
|
$
|
718
|
|
|
Six Months Ended June 30, 2018
|
||||||||||||||||||||||||||
|
Parent
|
|
HWF Issuers
|
|
HOC
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||
Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net cash provided by (used in) operating activities
|
$
|
—
|
|
|
$
|
(102
|
)
|
|
$
|
(8
|
)
|
|
$
|
494
|
|
|
$
|
148
|
|
|
$
|
—
|
|
|
$
|
532
|
|
Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Capital expenditures for property and equipment
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
(1
|
)
|
|
(23
|
)
|
|
—
|
|
|
(28
|
)
|
|||||||
Capitalized software costs
|
—
|
|
|
—
|
|
|
—
|
|
|
(38
|
)
|
|
—
|
|
|
—
|
|
|
(38
|
)
|
|||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(6
|
)
|
|
—
|
|
|
(9
|
)
|
|||||||
Net cash used in investing activities
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
(42
|
)
|
|
(29
|
)
|
|
—
|
|
|
(75
|
)
|
|||||||
Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Borrowings
|
—
|
|
|
150
|
|
|
1,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,650
|
|
|||||||
Repayment of debt
|
—
|
|
|
(660
|
)
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
(672
|
)
|
|||||||
Debt issuance costs
|
—
|
|
|
—
|
|
|
(21
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21
|
)
|
|||||||
Intercompany transfers
|
1,531
|
|
|
612
|
|
|
(1,451
|
)
|
|
(450
|
)
|
|
(242
|
)
|
|
—
|
|
|
—
|
|
|||||||
Dividends paid
|
(92
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(92
|
)
|
|||||||
Repurchases of common stock
|
(1,439
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,439
|
)
|
|||||||
Share-based compensation tax withholdings and other
|
—
|
|
|
—
|
|
|
(42
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(42
|
)
|
|||||||
Net cash provided by (used in) financing activities
|
—
|
|
|
102
|
|
|
(14
|
)
|
|
(450
|
)
|
|
(254
|
)
|
|
—
|
|
|
(616
|
)
|
|||||||
Effect of exchange rate changes on cash, restricted cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
|||||||
Net increase (decrease) in cash, restricted cash and cash equivalents
|
—
|
|
|
—
|
|
|
(26
|
)
|
|
2
|
|
|
(141
|
)
|
|
—
|
|
|
(165
|
)
|
|||||||
Cash, restricted cash and cash equivalents, beginning of period
|
—
|
|
|
—
|
|
|
63
|
|
|
28
|
|
|
579
|
|
|
—
|
|
|
670
|
|
|||||||
Cash, restricted cash and cash equivalents, end of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
37
|
|
|
$
|
30
|
|
|
$
|
438
|
|
|
$
|
—
|
|
|
$
|
505
|
|
|
|
Exhibit No.
|
Description
|
|
|
2.1
|
|
|
|
3.1
|
|
|
|
3.2
|
|
|
|
3.3
|
|
|
|
3.4
|
|
|
|
3.5
|
|
|
|
3.6
|
|
|
|
3.7
|
|
|
|
3.8
|
|
|
|
3.9
|
|
|
|
3.10
|
|
|
|
3.11
|
|
|
|
3.11.1
|
|
|
|
|
|
3.11.2
|
|
|
|
3.12
|
|
|
|
3.13
|
|
|
|
3.14
|
|
|
|
3.15
|
|
|
|
3.16
|
|
|
|
3.17
|
|
|
|
3.18
|
|
|
|
3.19
|
|
|
|
3.20
|
|
|
|
3.21
|
|
|
|
3.22
|
|
|
|
3.23
|
|
|
|
3.24
|
|
|
|
|
|
3.25
|
|
|
|
3.26
|
|
|
|
3.27
|
|
|
|
3.28
|
|
|
|
3.29
|
|
|
|
3.30
|
|
|
|
3.31
|
|
|
|
3.32
|
|
|
|
3.33
|
|
|
|
3.34
|
|
|
|
3.35
|
|
|
|
3.36
|
|
|
|
3.37
|
|
|
|
3.38
|
|
|
|
3.39
|
|
|
|
|
|
3.40
|
|
|
|
3.41
|
|
|
|
3.42
|
|
|
|
3.43
|
|
|
|
3.44
|
|
|
|
3.45
|
|
|
|
3.46
|
|
|
|
3.47
|
|
|
|
3.48
|
|
|
|
3.49
|
|
|
|
3.50
|
|
|
|
3.51
|
|
|
|
3.52*
|
|
|
|
3.53
|
|
|
|
3.54
|
|
|
|
|
|
3.55
|
|
|
|
3.56
|
|
|
|
3.57
|
|
|
|
3.58
|
|
|
|
3.59
|
|
|
|
3.60
|
|
|
|
3.61
|
|
|
|
3.62
|
|
|
|
3.63
|
|
|
|
3.64
|
|
|
|
3.65
|
|
|
|
3.66
|
|
|
|
3.67
|
|
|
|
3.68
|
|
|
|
|
|
3.69
|
|
|
|
3.70*
|
|
|
|
3.71
|
|
|
|
3.71.1
|
|
|
|
3.72
|
|
|
|
3.73
|
|
|
|
3.74
|
|
|
|
3.75
|
|
|
|
3.76
|
|
|
|
3.77
|
|
|
|
3.77.1
|
|
|
|
3.78
|
|
|
|
3.79
|
|
|
|
3.80
|
|
|
|
|
|
3.81
|
|
|
|
3.82
|
|
|
|
3.83
|
|
|
|
3.84
|
|
|
|
3.85
|
|
|
|
3.86*
|
|
|
|
3.87
|
|
|
|
3.88
|
|
|
|
3.89
|
|
|
|
3.90
|
|
|
|
3.91
|
|
|
|
3.92
|
|
|
|
3.93
|
|
|
|
3.94*
|
|
|
|
3.95
|
|
|
|
3.95.1
|
|
|
|
|
|
3.96
|
|
|
|
3.97
|
|
|
|
3.98
|
|
|
|
3.99
|
|
|
|
3.100
|
|
|
|
3.101
|
|
|
|
3.102
|
|
|
|
3.103
|
|
|
|
3.104
|
|
|
|
3.105
|
|
|
|
3.106
|
|
|
|
3.107
|
|
|
|
3.108
|
|
|
|
3.109
|
|
|
|
|
|
3.110
|
|
|
|
3.111
|
|
|
|
3.112
|
|
|
|
3.113
|
|
|
|
3.114*
|
|
|
|
3.115
|
|
|
|
3.116
|
|
|
|
3.117
|
|
|
|
3.118
|
|
|
|
3.119
|
|
|
|
3.119.1
|
|
|
|
3.120*
|
|
|
|
3.121
|
|
|
|
3.122
|
|
|
|
3.123
|
|
|
|
|
|
3.124
|
|
|
|
3.125
|
|
|
|
3.126
|
|
|
|
3.127
|
|
|
|
3.128
|
|
|
|
3.129
|
|
|
|
3.130
|
|
|
|
3.131
|
|
|
|
3.132*
|
|
|
|
3.133
|
|
|
|
3.134
|
|
|
|
3.135
|
|
|
|
3.136
|
|
|
|
3.137
|
|
|
|
3.138
|
|
|
|
|
|
3.139
|
|
|
|
3.140
|
|
|
|
3.141
|
|
|
|
3.141.1
|
|
|
|
3.141.2
|
|
|
|
3.142*
|
|
|
|
3.143
|
|
|
|
3.143.1
|
|
|
|
3.143.2
|
|
|
|
3.144*
|
|
|
|
3.145
|
|
|
|
3.146
|
|
|
|
3.147
|
|
|
|
3.148
|
|
|
|
3.149
|
|
|
|
3.150
|
|
|
|
|
3.151
|
|
|
|
3.152
|
|
|
|
3.153
|
|
|
|
3.154
|
|
|
|
3.155
|
|
|
|
3.156
|
|
|
|
3.157
|
|
|
|
3.158
|
|
|
|
3.159
|
|
|
|
3.160
|
|
|
|
3.161
|
|
|
|
3.162
|
|
|
|
3.163
|
|
|
|
3.164
|
|
|
|
3.165
|
|
|
|
|
|
3.166
|
|
|
|
3.167
|
|
|
|
3.168
|
|
|
|
3.169
|
|
|
|
3.170
|
|
|
|
3.171
|
|
|
|
3.172
|
|
|
|
3.173
|
|
|
|
3.174
|
|
|
|
3.175
|
|
|
|
3.176
|
|
|
|
3.177
|
|
|
|
3.178
|
|
|
|
3.179
|
|
|
|
|
|
3.180
|
|
|
|
3.181
|
|
|
|
3.182
|
|
|
|
3.183
|
|
|
|
3.184
|
|
|
|
3.185
|
|
|
|
3.186
|
|
|
|
3.187
|
|
|
|
3.188
|
|
|
|
3.189
|
|
|
|
3.190
|
|
|
|
3.191
|
|
|
|
3.192
|
|
|
|
3.193
|
|
|
|
|
|
3.194
|
|
|
|
3.195
|
|
|
|
3.196
|
|
|
|
3.197
|
|
|
|
3.198*
|
|
|
|
3.199
|
|
|
|
3.200
|
|
|
|
3.201
|
|
|
|
3.202
|
|
|
|
3.203
|
|
|
|
3.204
|
|
|
|
4.1
|
|
|
|
4.2
|
|
|
|
4.3
|
|
|
|
|
|
4.4
|
|
|
|
4.5
|
|
|
|
4.6
|
|
|
|
4.7
|
|
|
|
4.8
|
|
|
|
4.9
|
|
|
|
4.10
|
|
|
|
4.11
|
|
|
|
4.12
|
|
|
|
4.13
|
|
|
|
4.14
|
|
|
|
4.15
|
|
|
|
4.16
|
|
|
|
4.17
|
|
|
|
4.18
|
|
|
|
|
|
4.19
|
|
|
|
4.20*
|
|
|
|
5.1*
|
|
|
|
5.2*
|
|
|
|
5.3*
|
|
|
|
5.4*
|
|
|
|
5.5*
|
|
|
|
10.1
|
|
|
|
10.2
|
|
|
|
10.3
|
|
|
|
10.4
|
|
|
|
10.5
|
|
|
|
10.6
|
|
|
|
|
|
10.7
|
|
|
|
10.8
|
|
|
|
10.9
|
|
|
|
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
|
|
|
|
10.30
|
|
|
|
10.31
|
|
|
|
10.32
|
|
|
|
10.33
|
|
|
|
10.34
|
|
|
|
10.35
|
|
|
|
10.36†
|
|
|
|
|
|
10.37†
|
|
|
|
10.38
|
|
|
|
10.39†
|
|
|
|
10.40 †
|
|
|
|
10.41†
|
|
|
|
10.42†
|
|
|
|
10.43†
|
|
|
|
10.44†
|
|
|
|
21.1*
|
|
|
|
23.1*
|
|
|
|
23.2*
|
|
|
|
23.3*
|
|
|
|
23.4*
|
|
|
|
23.5*
|
|
|
|
23.6*
|
|
|
|
24.1*
|
|
|
|
25.1*
|
|
|
|
99.1*
|
|
|
|
99.2*
|
|
|
|
99.3*
|
|
|
|
99.4*
|
|
|
|
99.5
|
|
|
|
101.INS**
|
XBRL Instance Document.
|
|
|
|
|
101.SCH**
|
XBRL Taxonomy Extension Schema Document.
|
|
|
101.CAL**
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
101.DEF**
|
XBRL Taxonomy Extension Definitions Linkbase Document.
|
|
|
101.LAB**
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
101.PRE**
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
*
|
Filed herewith.
|
**
|
These interactive data files shall not be deemed filed for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, or Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under those sections.
|
†
|
Management contract or compensatory plan or arrangement.
|
HILTON DOMESTIC OPERATING COMPANY INC.
|
||
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Kevin J. Jacobs
|
|
Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
Kevin J. Jacobs
|
|
|
|
|
|
/s/ W. Steven Standefer
|
|
Senior Vice President and Director
|
W. Steven Standefer
|
|
|
|
|
|
/s/ Michael Duffy
|
|
Director
|
Michael Duffy
|
|
DESTINATION RESORTS LLC
|
||
|
|
|
By:
|
HILTON HOLDINGS, LLC, its Sole Member
|
|
|
|
|
By:
|
HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member
|
|
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief
Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Kevin J. Jacobs
|
|
Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
Kevin J. Jacobs
|
|
DOUBLETREE HOTEL SYSTEMS LLC
|
||
|
|
|
By:
|
DOUBLETREE HOTELS LLC,
its Sole Member
|
|
|
|
|
By:
|
DOUBLETREE LLC, its Sole Member
|
|
|
|
|
By:
|
PROMUS HOTELS PARENT LLC, its Sole
Member
|
|
|
|
|
By:
|
HILTON DOMESTIC OPERATING
COMPANY INC., its Sole Member
|
|
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief
Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Kevin J. Jacobs
|
|
Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
Kevin J. Jacobs
|
|
DOUBLETREE HOTELS LLC
|
||
|
|
|
By:
|
DOUBLETREE LLC, its Sole Member
|
|
|
|
|
By:
|
PROMUS HOTELS PARENT LLC, its Sole
Member
|
|
|
|
|
By:
|
HILTON DOMESTIC OPERATING
COMPANY INC., its Sole Member
|
|
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief
Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Kevin J. Jacobs
|
|
Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
Kevin J. Jacobs
|
|
DT MANAGEMENT LLC
|
||
|
|
|
By:
|
DOUBLETREE HOTELS LLC, its
Sole Member
|
|
|
|
|
By:
|
DOUBLETREE LLC, its Sole Member
|
|
|
|
|
By:
|
PROMUS HOTELS PARENT LLC, its Sole
Member
|
|
|
|
|
By:
|
HILTON DOMESTIC OPERATING
COMPANY INC., its Sole Member
|
|
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief
Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Daniel Hughes
|
|
President
(Principal Executive Officer)
|
Daniel Hughes
|
|
|
|
|
|
/s/ W. Steven Standefer
|
|
Senior Vice President
(Principal Financial Officer and
Principal Accounting Officer)
|
W. Steven Standefer
|
|
DT REAL ESTATE, LLC
|
||
|
|
|
By:
|
DOUBLETREE HOTELS LLC, its
Sole Member
|
|
|
|
|
By:
|
DOUBLETREE LLC, its Sole Member
|
|
|
|
|
By:
|
PROMUS HOTELS PARENT LLC, its Sole
Member
|
|
|
|
|
By:
|
HILTON DOMESTIC OPERATING
COMPANY INC., its Sole Member
|
|
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief
Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Kevin J. Jacobs
|
|
Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
Kevin J. Jacobs
|
|
DTM ATLANTA/LEGACY, INC.
|
||
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief
Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Kevin J. Jacobs
|
|
Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
Kevin J. Jacobs
|
|
|
|
|
|
/s/ Daniel Hughes
|
|
Senior Vice President and Director
|
Daniel Hughes
|
|
|
|
|
|
/s/ Keith Clampet
|
|
Senior Vice President and Director
|
Keith Clampet
|
|
|
|
|
|
/s/ W. Steven Standefer
|
|
Senior Vice President and Director
|
W. Steven Standefer
|
|
DTR FCH HOLDINGS, INC.
|
||
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief
Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Kevin J. Jacobs
|
|
Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
Kevin J. Jacobs
|
|
|
|
|
|
/s/ Justin Ray Hensley
|
|
Assistant Treasurer and Director
|
Justin Ray Hensley
|
|
|
|
|
|
/s/ W. Steven Standefer
|
|
Senior Vice President and Director
|
W. Steven Standefer
|
|
90210 BILTMORE MANAGEMENT, LLC
|
||
|
|
|
By:
|
90210 MANAGEMENT COMPANY, LLC, its
Sole Member
|
|
|
|
|
By:
|
HILTON ILLINOIS HOLDINGS LLC, its Sole Member
|
|
|
|
|
|
HILTON HOLDINGS, LLC, its Sole Member
|
|
|
|
|
By:
|
HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member
|
|
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief
Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Kevin J. Jacobs
|
|
Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
Kevin J. Jacobs
|
|
90210 DESERT RESORTS MANAGEMENT CO., LLC
|
||
|
|
|
By:
|
90210 MANAGEMENT COMPANY, LLC, its Sole Member
|
|
|
|
|
By:
|
HILTON ILLINOIS HOLDINGS LLC, its Sole Member
|
|
|
|
|
By:
|
HILTON HOLDINGS, LLC, its Sole Member
|
|
|
|
|
By:
|
HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member
|
|
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Kevin J. Jacobs
|
|
Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
Kevin J. Jacobs
|
|
90210 GRAND WAILEA MANAGEMENT CO., LLC
|
||
|
|
|
By:
|
90210 MANAGEMENT COMPANY, LLC, its Sole Member
|
|
|
|
|
By:
|
HILTON ILLINOIS HOLDINGS LLC, its Sole Member
|
|
|
|
|
By:
|
HILTON HOLDINGS, LLC, its Sole Member
|
|
|
|
|
By:
|
HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member
|
|
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Kevin J. Jacobs
|
|
Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
Kevin J. Jacobs
|
|
90210 LLC
|
||
|
|
|
By:
|
HILTON DOMESTIC OPERATING
COMPANY INC., its Sole Member
|
|
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief
Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Kevin J. Jacobs
|
|
Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
Kevin J. Jacobs
|
|
90210 MANAGEMENT COMPANY, LLC
|
||
|
|
|
By:
|
HILTON ILLINOIS HOLDINGS LLC, its Sole Member
|
|
|
|
|
By:
|
HILTON HOLDINGS, LLC, its Sole Member
|
|
|
|
|
By:
|
HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member
|
|
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Daniel Hughes
|
|
President
(Principal Executive Officer)
|
Daniel Hughes
|
|
|
|
|
|
/s/ W. Steven Standefer
|
|
Senior Vice President
(Principal Financial Officer and
Principal Accounting Officer
|
W. Steven Standefer
|
|
ANDIAMO’S O’HARE, LLC
|
||
|
|
|
By:
|
HILTON ILLINOIS, LLC its Sole Member
|
|
|
|
|
By:
|
HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member
|
|
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Daniel Hughes
|
|
President
(Principal Executive Officer)
|
Daniel Hughes
|
|
|
|
|
|
/s/ W. Steven Standefer
|
|
Senior Vice President
(Principal Financial Officer and
Principal Accounting Officer
|
W. Steven Standefer
|
|
BLUE BONNET SECURITY, LLC
|
||
|
|
|
By:
|
HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member
|
|
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Kevin J. Jacobs
|
|
Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
Kevin J. Jacobs
|
|
CANOPY BRAND MANAGEMENT LLC
|
||
|
|
|
By:
|
HILTON DOMESTIC MANAGEMENT LLC, its Sole Member
|
|
|
|
|
By:
|
HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member
|
|
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Kevin J. Jacobs
|
|
Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
Kevin J. Jacobs
|
|
CONRAD INTERNATIONAL MANAGE (CIS) LLC
|
||
|
|
|
By:
|
HPP INTERNATIONAL LLC, its Sole Member
|
|
|
|
|
By:
|
HPP HOTELS USA LLC, its Sole Member
|
|
|
|
|
By:
|
HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member
|
|
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Kevin J. Jacobs
|
|
Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
Kevin J. Jacobs
|
|
CONRAD MANAGEMENT LLC
|
||
|
|
|
By:
|
HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member
|
|
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Daniel Hughes
|
|
President
(Principal Executive Officer)
|
Daniel Hughes
|
|
|
|
|
|
/s/ W. Steven Standefer
|
|
Senior Vice President
(Principal Financial Officer and
Principal Accounting Officer)
|
W. Steven Standefer
|
|
CURIO BRAND MANAGEMENT LLC
|
||
|
|
|
By:
|
HILTON DOMESTIC MANAGEMENT LLC, its Sole Member
|
|
|
|
|
By:
|
HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member
|
|
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Kevin J. Jacobs
|
|
Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
Kevin J. Jacobs
|
|
CURIO MANAGEMENT LLC
|
||
|
|
|
By:
|
HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member
|
|
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Daniel Hughes
|
|
President
(Principal Executive Officer)
|
Daniel Hughes
|
|
|
|
|
|
/s/ W. Steven Standefer
|
|
Senior Vice President
(Principal Financial Officer and
Principal Accounting Officer)
|
W. Steven Standefer
|
|
DOUBLETREE LLC
|
||
|
|
|
By:
|
PROMUS HOTELS PARENT LLC, its Sole
Member
|
|
|
|
|
By:
|
HILTON DOMESTIC OPERATING
COMPANY INC., its Sole Member
|
|
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief
Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Kevin J. Jacobs
|
|
Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
Kevin J. Jacobs
|
|
DOUBLETREE MANAGEMENT LLC
|
||
|
|
|
By:
|
HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member
|
|
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Daniel Hughes
|
|
President
(Principal Executive Officer)
|
Daniel Hughes
|
|
|
|
|
|
/s/ W. Steven Standefer
|
|
Senior Vice President
(Principal Financial Officer and
Principal Accounting Officer)
|
W. Steven Standefer
|
|
EMBASSY DEVELOPMENT LLC
|
||
|
|
|
By:
|
PROMUS HOTELS LLC, its Sole Member
|
|
|
|
|
By:
|
PROMUS OPERATING LLC, its Sole Member
|
|
|
|
|
By:
|
PROMUS HOTELS PARENT LLC, its Sole
Member
|
|
|
|
|
By:
|
HILTON DOMESTIC OPERATING
COMPANY INC., its Sole Member
|
|
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief
Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Kevin J. Jacobs
|
|
Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
Kevin J. Jacobs
|
|
EMBASSY SUITES MANAGEMENT LLC
|
||
|
|
|
By:
|
HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member
|
|
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Daniel Hughes
|
|
President
(Principal Executive Officer)
|
Daniel Hughes
|
|
|
|
|
|
/s/ W. Steven Standefer
|
|
Senior Vice President
(Principal Financial Officer and
Principal Accounting Officer)
|
W. Steven Standefer
|
|
HAMPTON INNS MANAGEMENT LLC
|
||
|
|
|
By:
|
HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member
|
|
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Daniel Hughes
|
|
President
(Principal Executive Officer)
|
Daniel Hughes
|
|
|
|
|
|
/s/ W. Steven Standefer
|
|
Senior Vice President
(Principal Financial Officer and
Principal Accounting Officer)
|
W. Steven Standefer
|
|
HILTON BEVERAGE LLC
|
||
|
|
|
By:
|
HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member
|
|
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Daniel Hughes
|
|
President
(Principal Executive Officer)
|
Daniel Hughes
|
|
|
|
|
|
/s/ W. Steven Standefer
|
|
Senior Vice President
(Principal Financial Officer and
Principal Accounting Officer)
|
W. Steven Standefer
|
|
|
|
|
|
/s/ Keith Clampet
|
|
Vice President, Assistant Treasurer and Assistant Secretary
|
Keith Clampet
|
|
HILTON CHICAGO BEVERAGE I LLC
|
||
|
|
|
By:
|
HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member
|
|
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Kevin J. Jacobs
|
|
Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
Kevin J. Jacobs
|
|
HILTON CHICAGO BEVERAGE II LLC
|
||
|
|
|
By:
|
HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member
|
|
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Kevin J. Jacobs
|
|
Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
Kevin J. Jacobs
|
|
HILTON CHICAGO BEVERAGE III LLC
|
||
|
|
|
By:
|
HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member
|
|
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Kevin J. Jacobs
|
|
Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
Kevin J. Jacobs
|
|
HILTON CHICAGO BEVERAGE IV LLC
|
||
|
|
|
By:
|
HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member
|
|
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Kevin J. Jacobs
|
|
Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
Kevin J. Jacobs
|
|
HILTON CORPORATE DIRECTOR LLC
|
||
|
|
|
By:
|
HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member
|
|
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Kevin J. Jacobs
|
|
Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
Kevin J. Jacobs
|
|
HILTON DOMESTIC FRANCHISE LLC
|
||
|
|
|
By:
|
HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member
|
|
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Kevin J. Jacobs
|
|
Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
Kevin J. Jacobs
|
|
HILTON DOMESTIC MANAGEMENT LLC
|
||
|
|
|
By:
|
HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member
|
|
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Kevin J. Jacobs
|
|
Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
Kevin J. Jacobs
|
|
HILTON EL CON MANAGEMENT LLC
|
||
|
|
|
By:
|
HPP INTERNATIONAL LLC, its Sole Member
|
|
|
|
|
By:
|
HPP HOTELS USA LLC, its Sole Member
|
|
|
|
|
By:
|
HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member
|
|
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Kevin J. Jacobs
|
|
Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
Kevin J. Jacobs
|
|
HILTON EL CON OPERATOR LLC
|
||
|
|
|
By:
|
HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member
|
|
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Kevin J. Jacobs
|
|
Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
Kevin J. Jacobs
|
|
|
|
|
|
/s/ W. Steven Standefer
|
|
Senior Vice President
|
W. Steven Standefer
|
|
HILTON FRANCHISE HOLDING LLC
|
||
|
|
|
By:
|
HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member
|
|
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Kevin J. Jacobs
|
|
Executive Vice President
(Principal Executive Officer)
|
Kevin J. Jacobs
|
|
|
|
|
|
/s/ W. Steven Standefer
|
|
Senior Vice President
(Principal Financial Officer and
Principal Accounting Officer)
|
W. Steven Standefer
|
|
HILTON GARDEN INNS MANAGEMENT LLC
|
||
|
|
|
By:
|
HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member
|
|
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Daniel Hughes
|
|
President
(Principal Executive Officer)
|
Daniel Hughes
|
|
|
|
|
|
/s/ W. Steven Standefer
|
|
Senior Vice President
(Principal Financial Officer and
Principal Accounting Officer)
|
W. Steven Standefer
|
|
HILTON HAWAII CORPORATION
|
||
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Kevin J. Jacobs
|
|
Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
Kevin J. Jacobs
|
|
|
|
|
|
/s/ Michael Duffy
|
|
Director
|
Michael Duffy
|
|
|
|
|
|
/s/ Frederick Schacknies
|
|
Assistant Treasurer and Director
|
Frederick Schacknies
|
|
|
|
|
|
/s/ W. Steven Standefer
|
|
Senior Vice President and Director
|
W. Steven Standefer
|
|
HILTON HONORS WORLDWIDE LLC
|
||
|
|
|
By:
|
HLT FRANCHISE II BORROWER LLC, its Managing Member
|
|
|
|
|
By:
|
HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member
|
|
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
|
|
|
By:
|
HLT FRANCHISE V BORROWER LLC, its Managing Member
|
|
|
|
|
By:
|
HLT FRANCHISE MEZZ V-A-K LLC, its Sole Member
|
|
|
|
|
By:
|
HALLIANCE INC, its Sole Member
|
|
|
|
|
By:
|
/s/ W. Steven Standefer
|
|
|
Name:
|
W. Steven Standefer
|
|
Title:
|
President, Treasurer and Director
|
Signature
|
|
Title
|
|
|
|
/s/ Kevin J. Jacobs
|
|
Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
Kevin J. Jacobs
|
|
HILTON ILLINOIS HOLDINGS LLC
|
||
|
|
|
By:
|
HILTON HOLDINGS, LLC, its Sole Member
|
|
|
|
|
By:
|
HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member
|
|
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Kevin J. Jacobs
|
|
Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
Kevin J. Jacobs
|
|
HILTON MANAGEMENT LLC
|
||
|
|
|
By:
|
HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member
|
|
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Daniel Hughes
|
|
President
(Principal Executive Officer)
|
Daniel Hughes
|
|
|
|
|
|
/s/ W. Steven Standefer
|
|
Senior Vice President
(Principal Financial Officer and
Principal Accounting Officer)
|
W. Steven Standefer
|
|
HILTON NUS HHS, INC.
|
||
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Michael Duffy
|
|
Director
|
Michael Duffy
|
|
|
|
|
|
/s/ Frederick Schacknies
|
|
Senior Vice President, Treasurer and
Director
|
Frederick Schacknies
|
|
|
|
|
|
/s/ W. Steven Standefer
|
|
Senior Vice President and Director
|
W. Steven Standefer
|
|
HILTON SAN DIEGO LLC
|
||
|
|
|
By:
|
HILTON HOLDINGS, LLC, its Sole Member
|
|
|
|
|
By:
|
HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member
|
|
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Kevin J. Jacobs
|
|
Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
Kevin J. Jacobs
|
|
|
|
|
|
/s/ W. Steven Standefer
|
|
Senior Vice President
|
W. Steven Standefer
|
|
HILTON SUPPLY MANAGEMENT LLC
|
||
|
|
|
By:
|
HLT HSM HOLDING LLC, its Sole Member
|
|
|
|
|
By:
|
HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member
|
|
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Kevin J. Jacobs
|
|
Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
Kevin J. Jacobs
|
|
HILTON SYSTEMS SOLUTIONS, LLC
|
||
|
|
|
By:
|
HLT HSS HOLDING LLC, its Sole Member
|
|
|
|
|
By:
|
HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member
|
|
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Kevin J. Jacobs
|
|
Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
Kevin J. Jacobs
|
|
HILTON WORLDWIDE FINANCE CORP.
|
||
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Kevin J. Jacobs
|
|
Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
Kevin J. Jacobs
|
|
|
|
|
|
/s/ Michael Duffy
|
|
Director
|
Michael Duffy
|
|
|
|
|
|
/s/ Frederick Schacknies
|
|
Assistant Treasurer and Director
|
Frederick Schacknies
|
|
|
|
|
|
/s/ W. Steven Standefer
|
|
Senior Vice President and Director
|
W. Steven Standefer
|
|
HILTON WORLDWIDE FINANCE LLC
|
||
|
|
|
By:
|
HILTON WORLDWIDE PARENT LLC, its Sole Member
|
|
|
|
|
By:
|
HILTON WORLDWIDE HOLDINGS INC., its Sole Member
|
|
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Kevin J. Jacobs
|
|
Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
Kevin J. Jacobs
|
|
|
|
|
|
/s/ Frederick Schacknies
|
|
Assistant Treasurer
|
Frederick Schacknies
|
|
|
|
|
|
/s/ W. Steven Standefer
|
|
Senior Vice President
|
W. Steven Standefer
|
|
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
(Principal Executive Officer)
|
Christopher J. Nassetta
|
|
|
|
|
|
/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
(Principal Financial Officer)
|
Kevin J. Jacobs
|
|
|
|
|
|
/s/ Michael W. Duffy
|
|
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer)
|
Michael W. Duffy
|
|
HILTON WORLDWIDE PARENT LLC
|
||
|
|
|
By:
|
HILTON WORLDWIDE HOLDINGS INC., its Sole Member
|
|
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Kevin J. Jacobs
|
|
Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
Kevin J. Jacobs
|
|
HLT AUDUBON LLC
|
||
|
|
|
By:
|
HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member
|
|
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Kevin J. Jacobs
|
|
Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
Kevin J. Jacobs
|
|
HLT CONRAD DOMESTIC LLC
|
||
|
|
|
By:
|
HPP INTERNATIONAL LLC, its Sole Member
|
|
|
|
|
By:
|
HPP HOTELS USA LLC, its Sole Member
|
|
|
|
|
By:
|
HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member
|
|
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Kevin J. Jacobs
|
|
Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
Kevin J. Jacobs
|
|
HLT ESP INTERNATIONAL FRANCHISE LLC
|
||
|
|
|
By:
|
HPP INTERNATIONAL LLC, its Sole Member
|
|
|
|
|
By:
|
HPP HOTELS USA LLC, its Sole Member
|
|
|
|
|
By:
|
HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member
|
|
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Kevin J. Jacobs
|
|
Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
Kevin J. Jacobs
|
|
HLT ESP INTERNATIONAL FRANCHISOR CORPORATION
|
||
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Kevin J. Jacobs
|
|
Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
Kevin J. Jacobs
|
|
|
|
|
|
/s/ Michael Duffy
|
|
Director
|
Michael Duffy
|
|
|
|
|
|
/s/ Frederick Schacknies
|
|
Assistant Treasurer and Director
|
Frederick Schacknies
|
|
|
|
|
|
/s/ W. Steven Standefer
|
|
Senior Vice President and Director
|
W. Steven Standefer
|
|
HLT ESP INTERNATIONAL MANAGE LLC
|
||
|
|
|
By:
|
HPP INTERNATIONAL LLC, its Sole Member
|
|
|
|
|
By:
|
HPP HOTELS USA LLC, its Sole Member
|
|
|
|
|
By:
|
HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member
|
|
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Kevin J. Jacobs
|
|
Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
Kevin J. Jacobs
|
|
HLT ESP INTERNATIONAL MANAGEMENT CORPORATION
|
||
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Kevin J. Jacobs
|
|
Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
Kevin J. Jacobs
|
|
|
|
|
|
/s/ Michael Duffy
|
|
Director
|
Michael Duffy
|
|
|
|
|
|
/s/ Frederick Schacknies
|
|
Assistant Treasurer and Director
|
Frederick Schacknies
|
|
|
|
|
|
/s/ W. Steven Standefer
|
|
Senior Vice President and Director
|
W. Steven Standefer
|
|
HLT ESP MANAGE LLC
|
||
|
|
|
By:
|
HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member
|
|
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Kevin J. Jacobs
|
|
Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
Kevin J. Jacobs
|
|
HLT EXISTING FRANCHISE HOLDING LLC
|
||
|
|
|
By:
|
HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member
|
|
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Kevin J. Jacobs
|
|
Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
Kevin J. Jacobs
|
|
|
|
|
|
/s/ Frederick Schacknies
|
|
Assistant Treasurer
|
Frederick Schacknies
|
|
|
|
|
|
/s/ W. Steven Standefer
|
|
Senior Vice President
|
W. Steven Standefer
|
|
HLT HSM HOLDING LLC
|
||
|
|
|
By:
|
HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member
|
|
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Kevin J. Jacobs
|
|
Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
Kevin J. Jacobs
|
|
HLT HSS HOLDING LLC
|
||
|
|
|
By:
|
HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member
|
|
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Kevin J. Jacobs
|
|
Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
Kevin J. Jacobs
|
|
HLT JV ACQUISITION LLC
|
||
|
|
|
By:
|
HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member
|
|
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Kevin J. Jacobs
|
|
Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
Kevin J. Jacobs
|
|
|
|
|
|
/s/ Frederick Schacknies
|
|
Assistant Treasurer
|
Frederick Schacknies
|
|
|
|
|
|
/s/ W. Steven Standefer
|
|
Senior Vice President
|
W. Steven Standefer
|
|
HLT LIFESTYLE INTERNATIONAL FRANCHISE LLC
|
||
|
|
|
By:
|
HPP INTERNATIONAL LLC, its Sole Member
|
|
|
|
|
By:
|
HPP HOTELS USA LLC, its Sole Member
|
|
|
|
|
By:
|
HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member
|
|
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Kevin J. Jacobs
|
|
Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
Kevin J. Jacobs
|
|
HLT LIFESTYLE INTERNATIONAL FRANCHISOR CORPORATION
|
||
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Kevin J. Jacobs
|
|
Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
Kevin J. Jacobs
|
|
|
|
|
|
/s/ Michael Duffy
|
|
Director
|
Michael Duffy
|
|
|
|
|
|
/s/ Frederick Schacknies
|
|
Assistant Treasurer and Director
|
Frederick Schacknies
|
|
|
|
|
|
/s/ W. Steven Standefer
|
|
Senior Vice President and Director
|
W. Steven Standefer
|
|
HLT LIFESTYLE INTERNATIONAL MANAGE LLC
|
||
|
|
|
By:
|
HPP INTERNATIONAL LLC, its Sole Member
|
|
|
|
|
By:
|
HPP HOTELS USA LLC, its Sole Member
|
|
|
|
|
By:
|
HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member
|
|
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Kevin J. Jacobs
|
|
Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
Kevin J. Jacobs
|
|
HLT LIFESTYLE INTERNATIONAL MANAGEMENT CORPORATION
|
||
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Kevin J. Jacobs
|
|
Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
Kevin J. Jacobs
|
|
|
|
|
|
/s/ Michael Duffy
|
|
Director
|
Michael Duffy
|
|
|
|
|
|
/s/ Frederick Schacknies
|
|
Assistant Treasurer and Director
|
Frederick Schacknies
|
|
|
|
|
|
/s/ W. Steven Standefer
|
|
Senior Vice President and Director
|
W. Steven Standefer
|
|
HLT LIFESTYLE MANAGE LLC
|
||
|
|
|
By:
|
HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member
|
|
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Kevin J. Jacobs
|
|
Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
Kevin J. Jacobs
|
|
HLT PALMER LLC
|
||
|
|
|
By:
|
HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member
|
|
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Kevin J. Jacobs
|
|
Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
Kevin J. Jacobs
|
|
HOME2 BRAND MANAGEMENT LLC
|
||
|
|
|
By:
|
HILTON DOMESTIC MANAGEMENT LLC, its Sole Member
|
|
|
|
|
By:
|
HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member
|
|
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Kevin J. Jacobs
|
|
Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
Kevin J. Jacobs
|
|
HOME2 MANAGEMENT LLC
|
||
|
|
|
By:
|
HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member
|
|
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Kevin J. Jacobs
|
|
Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
Kevin J. Jacobs
|
|
HOMEWOOD SUITES MANAGEMENT LLC
|
||
|
|
|
By:
|
HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member
|
|
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Kevin J. Jacobs
|
|
Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
Kevin J. Jacobs
|
|
HOTELS STATLER COMPANY, INC.
|
||
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Kevin J. Jacobs
|
|
Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
Kevin J. Jacobs
|
|
|
|
|
|
/s/ Daniel Hughes
|
|
Director
|
Daniel Hughes
|
|
|
|
|
|
/s/ Keith Clampet
|
|
Director
|
Keith Clampet
|
|
|
|
|
|
/s/ W. Steven Standefer
|
|
Senior Vice President and Director
|
W. Steven Standefer
|
|
HPP HOTELS USA LLC
|
||
|
|
|
By:
|
HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member
|
|
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Kevin J. Jacobs
|
|
Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
Kevin J. Jacobs
|
|
|
|
|
|
/s/ Frederick Schacknies
|
|
Assistant Treasurer
|
Frederick Schacknies
|
|
|
|
|
|
/s/ W. Steven Standefer
|
|
Senior Vice President
|
W. Steven Standefer
|
|
HPP INTERNATIONAL LLC
|
||
|
|
|
By:
|
HPP HOTEL USA LLC, its Sole Member
|
|
|
|
|
By:
|
HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member
|
|
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Kevin J. Jacobs
|
|
Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
Kevin J. Jacobs
|
|
|
|
|
|
/s/ Frederick Schacknies
|
|
Assistant Treasurer
|
Frederick Schacknies
|
|
|
|
|
|
/s/ W. Steven Standefer
|
|
Senior Vice President
|
W. Steven Standefer
|
|
INNVISION, LLC
|
||
|
|
|
By:
|
HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member
|
|
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Kevin J. Jacobs
|
|
Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
Kevin J. Jacobs
|
|
LXR MANAGEMENT LLC
|
||
|
|
|
By:
|
HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member
|
|
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Daniel Hughes
|
|
President
(Principal Executive Officer)
|
Daniel Hughes
|
|
|
|
|
|
/s/ W. Steven Standefer
|
|
Senior Vice President
(Principal Financial Officer and
Principal Accounting Officer)
|
W. Steven Standefer
|
|
MOTTO MANAGEMENT LLC
|
||
|
|
|
By:
|
HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member
|
|
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Daniel Hughes
|
|
President
(Principal Executive Officer)
|
Daniel Hughes
|
|
|
|
|
|
/s/ W. Steven Standefer
|
|
Senior Vice President
(Principal Financial Officer and
Principal Accounting Officer)
|
W. Steven Standefer
|
|
POTTER’S BAR PALMER HOUSE, LLC
|
||
|
|
|
By:
|
HILTON ILLINOIS, LLC, its Sole Member
|
|
|
|
|
By:
|
HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member
|
|
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Kevin J. Jacobs
|
|
Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
Kevin J. Jacobs
|
|
PROMUS HOTEL SERVICES, INC.
|
||
|
|
|
By:
|
/s/ Daniel Hughes
|
|
|
Name:
|
Daniel Hughes
|
|
Title:
|
President and Director
|
Signature
|
|
Title
|
|
|
|
/s/ Daniel Hughes
|
|
President and Director
(Principal Executive Officer)
|
Daniel Hughes
|
|
|
|
|
|
/s/ Keith Clampet
|
|
Vice President, Assistant Treasurer, Assistant Secretary
and Director
|
Keith Clampet
|
|
|
|
|
|
/s/ W. Steven Standefer
|
|
Senior Vice President and Director
(Principal Financial Officer and
Principal Accounting Officer)
|
W. Steven Standefer
|
|
PROUMUS HOTELS FLORIDA LLC
|
||
|
|
|
By:
|
PROMUS HOTELS LLC, its Sole Member
|
|
|
|
|
By:
|
PROMUS HOTELS PARENT LLC, its Sole Member
|
|
|
|
|
By:
|
HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member
|
|
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Daniel Hughes
|
|
President
(Principal Executive Officer)
|
Daniel Hughes
|
|
|
|
|
|
/s/ W. Steven Standefer
|
|
Senior Vice President
(Principal Financial Officer and
Principal Accounting Officer)
|
W. Steven Standefer
|
|
PROMUS HOTELS LLC
|
||
|
|
|
By:
|
PROMUS HOTELS PARENT LLC, its Sole Member
|
|
|
|
|
By:
|
HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member
|
|
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Daniel Hughes
|
|
President
(Principal Executive Officer)
|
Daniel Hughes
|
|
|
|
|
|
/s/ W. Steven Standefer
|
|
Senior Vice President
(Principal Financial Officer and
Principal Accounting Officer)
|
W. Steven Standefer
|
|
PROMUS HOTELS PARENT LLC
|
||
|
|
|
By:
|
HILTON DOMESTIC OPERATING
COMPANY INC., its Sole Member
|
|
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Kevin J. Jacobs
|
|
Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
Kevin J. Jacobs
|
|
SIGNIA HOTEL MANAGEMENT LLC
|
||
|
|
|
By:
|
HILTON DOMESTIC OPERATING
COMPANY INC., its Sole Member
|
|
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Daniel Hughes
|
|
President
(Principal Executive Officer)
|
Daniel Hughes
|
|
|
|
|
|
/s/ W. Steven Standefer
|
|
Senior Vice President
(Principal Financial Officer and
Principal Accounting Officer)
|
W. Steven Standefer
|
|
TAPESTRY MANAGEMENT LLC
|
||
|
|
|
By:
|
HILTON DOMESTIC OPERATING
COMPANY INC., its Sole Member
|
|
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Daniel Hughes
|
|
President
(Principal Executive Officer)
|
Daniel Hughes
|
|
|
|
|
|
/s/ W. Steven Standefer
|
|
Senior Vice President
(Principal Financial Officer and
Principal Accounting Officer)
|
W. Steven Standefer
|
|
TRU BRAND MANAGEMENT LLC
|
||
|
|
|
By:
|
HILTON DOMESTIC MANAGEMENT LLC, its Sole Member
|
|
|
|
|
By:
|
HILTON DOMESTIC OPERATING
COMPANY INC., its Sole Member
|
|
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Kevin J. Jacobs
|
|
Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
Kevin J. Jacobs
|
|
WA COLLECTION INTERNATIONAL, LLC
|
||
|
|
|
By:
|
HPP INTERNATIONAL LLC, its Sole Member
|
|
|
|
|
By:
|
HPP HOTEL USA LLC, its Sole Member
|
|
|
|
|
By:
|
HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member
|
|
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Kevin J. Jacobs
|
|
Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
Kevin J. Jacobs
|
|
WALDORF=ASTORIA MANAGEMENT LLC
|
||
|
|
|
By:
|
HILTON DOMESTIC OPERATING
COMPANY INC., its Sole Member
|
|
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Daniel Hughes
|
|
President
(Principal Executive Officer)
|
Daniel Hughes
|
|
|
|
|
|
/s/ W. Steven Standefer
|
|
Senior Vice President
(Principal Financial Officer and
Principal Accounting Officer)
|
W. Steven Standefer
|
|
FLORIDA CONRAD INTERNATIONAL CORP.
|
||
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Kevin J. Jacobs
|
|
Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
Kevin J. Jacobs
|
|
|
|
|
|
/s/ Justin Ray Hensley
|
|
Assistant Treasurer and Director
|
Justin Ray Hensley
|
|
|
|
|
|
/s/ W. Steven Standefer
|
|
Senior Vice President and Director
|
W. Steven Standefer
|
|
EMBASSY SUITES CLUB NO. 1, INC.
|
||
|
|
|
By:
|
/s/ Daniel Hughes
|
|
|
Name:
|
Daniel Hughes
|
|
Title:
|
President and Director
|
Signature
|
|
Title
|
|
|
|
/s/ Daniel Hughes
|
|
President and Director
(Principal Executive Officer)
|
Daniel Hughes
|
|
|
|
|
|
/s/ Keith Clampet
|
|
Vice President, Assistant Treasurer, Assistant Secretary
and Director
|
Keith Clampet
|
|
|
|
|
|
/s/ W. Steven Standefer
|
|
Senior Vice President and Director
(Principal Financial Officer and
Principal Accounting Officer
|
W. Steven Standefer
|
|
HOTEL CLUBS OF CORPORATE WOODS, INC.
|
||
|
|
|
By:
|
/s/ Daniel Hughes
|
|
|
Name:
|
Daniel Hughes
|
|
Title:
|
President and Director
|
Signature
|
|
Title
|
|
|
|
/s/ Daniel Hughes
|
|
President and Director
(Principal Executive Officer)
|
Daniel Hughes
|
|
|
|
|
|
/s/ Keith Clampet
|
|
Vice President, Assistant Treasurer, Assistant Secretary
and Director
|
Keith Clampet
|
|
|
|
|
|
/s/ W. Steven Standefer
|
|
Senior Vice President and Director
(Principal Financial Officer and
Principal Accounting Officer
|
W. Steven Standefer
|
|
EMBASSY SUITES CLUB NO. THREE, INC.
|
||
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Kevin J. Jacobs
|
|
Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
Kevin J. Jacobs
|
|
|
|
|
|
/s/ Daniel Hughes
|
|
Senior Vice President and Director
|
Daniel Hughes
|
|
|
|
|
|
/s/ Keith Clampet
|
|
Senior Vice President and Director
|
Keith Clampet
|
|
|
|
|
|
/s/ W. Steven Standefer
|
|
Senior Vice President and Director
|
W. Steven Standefer
|
|
INTERNATIONAL RIVERCENTER LESSEE, L.L.C.
|
||
|
|
|
By:
|
HLT JV ACQUISITION LLC, its Sole Member
|
|
|
|
|
By:
|
HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member
|
|
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Kevin J. Jacobs
|
|
Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
Kevin J. Jacobs
|
|
CHESTERFIELD VILLAGE HOTEL, LLC
|
||
|
|
|
By:
|
PROMUS HOTELS LLC, its Sole Member
|
|
|
|
|
By:
|
PROMUS HOTELS PARENT LLC, its Sole Member
|
|
|
|
|
By:
|
HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member
|
|
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Kevin J. Jacobs
|
|
Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
Kevin J. Jacobs
|
|
BALLY’S GRAND PROPERTY SUB I, LLC
|
||
|
|
|
By:
|
HILTON ILLINOIS HOLDINGS LLC, its Sole Member
|
|
|
|
|
By:
|
HILTON HOLDINGS, LLC, its Sole Member
|
|
|
|
|
By:
|
HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member
|
|
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Kevin J. Jacobs
|
|
Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
Kevin J. Jacobs
|
|
CONRAD INTERNATIONAL (BELGIUM) LLC
|
||
|
|
|
By:
|
HPP INTERNATIONAL LLC, its Sole Member
|
|
|
|
|
By:
|
HPP HOTEL USA LLC, its Sole Member
|
|
|
|
|
By:
|
HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member
|
|
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Kevin J. Jacobs
|
|
Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
Kevin J. Jacobs
|
|
|
|
|
|
/s/ Frederick Schacknies
|
|
Assistant Treasurer
|
Frederick Schacknies
|
|
|
|
|
|
/s/ W. Steven Standefer
|
|
Senior Vice President
|
W. Steven Standefer
|
|
CONRAD INTERNATIONAL (EGYPT) RESORTS CORPORATION
|
||
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Kevin J. Jacobs
|
|
Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
Kevin J. Jacobs
|
|
|
|
|
|
/s/ Daniel Hughes
|
|
Director
|
Daniel Hughes
|
|
|
|
|
|
/s/ Keith Clampet
|
|
Senior Vice President and Director
|
Keith Clampet
|
|
|
|
|
|
/s/ W. Steven Standefer
|
|
Senior Vice President and Director
|
W. Steven Standefer
|
|
CONRAD INTERNATIONAL (INDONESIA) CORPORATION
|
||
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Kevin J. Jacobs
|
|
Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
Kevin J. Jacobs
|
|
|
|
|
|
/s/ Michael Duffy
|
|
Director
|
Michael Duffy
|
|
|
|
|
|
/s/ Frederick Schacknies
|
|
Assistant Treasurer and Director
|
Frederick Schacknies
|
|
|
|
|
|
/s/ W. Steven Standefer
|
|
Senior Vice President and Director
|
W. Steven Standefer
|
|
HILTON HOLDINGS, LLC
|
||
|
|
|
By:
|
HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member
|
|
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Kevin J. Jacobs
|
|
Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
Kevin J. Jacobs
|
|
HILTON HOSPITALITY, LLC
|
||
|
|
|
By:
|
90210 LLC, its Manager
|
|
|
|
|
By:
|
HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member
|
|
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
|
|
|
By:
|
DOUBLETREE HOTELS LLC, its Manager
|
|
|
|
|
By:
|
DOUBLETREE LLC, its Sole Member
|
|
|
|
|
By:
|
PROMUS HOTELS PARENT LLC, its Sole Member
|
|
|
|
|
By:
|
HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member
|
|
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
|
|
|
By:
|
PROMUS HOTELS LLC, its Manager
|
|
|
|
|
By:
|
PROMUS HOTELS PARENT LLC, its Sole Member
|
|
|
|
|
By:
|
HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member
|
|
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Kevin J. Jacobs
|
|
Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
Kevin J. Jacobs
|
|
HILTON ILLINOIS, LLC
|
||
|
|
|
By:
|
HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member
|
|
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Daniel Hughes
|
|
President
(Principal Executive Officer)
|
Daniel Hughes
|
|
|
|
|
|
/s/ W. Steven Standefer
|
|
Senior Vice President
(Principal Financial Officer and
Principal Accounting Officer
|
W. Steven Standefer
|
|
PEACOCK ALLEY SERVICE COMPANY, LLC
|
||
|
|
|
By:
|
HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member
|
|
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Daniel Hughes
|
|
President
(Principal Executive Officer)
|
Daniel Hughes
|
|
|
|
|
|
/s/ W. Steven Standefer
|
|
Senior Vice President
(Principal Financial Officer and
Principal Accounting Officer
|
W. Steven Standefer
|
|
WASHINGTON HILTON, L.L.C.
|
||
|
|
|
By:
|
HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member
|
|
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Kevin J. Jacobs
|
|
Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
Kevin J. Jacobs
|
|
EMBASSY SUITES CLUB NO. TWO, INC.
|
||
|
|
|
By:
|
/s/ Kevin J. Jacobs
|
|
|
Name:
|
Kevin J. Jacobs
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Kevin J. Jacobs
|
|
Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
Kevin J. Jacobs
|
|
|
|
|
|
/s/ Daniel Hughes
|
|
Senior Vice President and Director
|
Daniel Hughes
|
|
|
|
|
|
/s/ Keith Clampet
|
|
Senior Vice President and Director
|
Keith Clampet
|
|
|
|
|
|
/s/ W. Steven Standefer
|
|
Senior Vice President and Director
|
W. Steven Standefer
|
|
SALC, INC.
|
||
|
|
|
By:
|
/s/ Daniel Hughes
|
|
|
Name:
|
Daniel Hughes
|
|
Title:
|
President
|
Signature
|
|
Title
|
|
|
|
/s/ Daniel Hughes
|
|
President
(Principal Executive Officer)
|
Daniel Hughes
|
|
|
|
|
|
/s/ W. Steven Standefer
|
|
Senior Vice President, Secretary and Director
(Principal Financial Officer and
Principal Accounting Officer)
|
W. Steven Standefer
|
|
MANAGING MEMBERS:
|
||
|
|
|
|
HILTON DOMESTIC OPERATING COMPANY,
INC., a Delaware corporation
|
|
|
|
|
|
By:
|
/s/ Abigail Hotchkin
|
|
|
Abigail Hotchkin, Assistant Secretary
|
Name
|
Ownership Percentage
|
Address
|
Hilton Domestic Operating Company Inc.
|
100%
|
7930 Jones Branch Drive
McLean, VA 22102
|
Certificate Number
|
|
|
|
Units
|
Dated:
|
|
|
|
|
|
|
Name:
|
|
|
|
Title:
|
Dated:
|
|
|
Signature:
|
|
|
|
|
|
(Transfer)
|
|
|
|
|
Address:
|
MANAGING MEMBER:
|
||
|
|
|
|
HILTON DOMESTIC OPERATING COMPANY,
INC., a Delaware corporation
|
|
|
|
|
|
By:
|
/s/ Abigail Hotchkin
|
|
|
Abigail Hotchkin, Assistant Secretary
|
Name
|
Ownership Percentage
|
Address
|
Hilton Domestic Operating Company Inc.
|
100%
|
7930 Jones Branch Drive
McLean, VA 22102
|
Certificate Number
|
|
|
|
Units
|
Dated:
|
|
|
|
|
|
|
Name:
|
|
|
|
Title:
|
Dated:
|
|
|
Signature:
|
|
|
|
|
|
(Transferor)
|
|
|
|
|
Address:
|
MANAGING MEMBER:
|
||
|
|
|
|
HILTON HOLDINGS LLC, a Delaware limited
liability company
|
|
|
|
|
|
By:
|
/s/ Abigail Hotchkin
|
|
|
Abigail Hotchkin, Assistant Secretary
|
Name
|
Ownership Percentage
|
Address
|
Hilton Holdings LLC
|
100%
|
7930 Jones Branch Drive
McLean, VA 22102
|
Certificate Number
|
|
|
|
Units
|
Dated:
|
|
|
|
|
|
|
Name:
|
|
|
|
Title:
|
Dated:
|
|
|
Signature:
|
|
|
|
|
|
(Transferor)
|
|
|
|
|
Address:
|
MANAGING MEMBER:
|
||
|
|
|
|
HILTON WORLDWIDE PARENT LLC, a Delaware
limited liability company
|
|
|
|
|
|
By:
|
/s/ Abigail Hotchkin
|
|
|
Abigail Hotchkin, Assistant Secretary
|
Name
|
Ownership Percentage
|
Address
|
Hilton Worldwide Parent LLC
|
100%
|
7930 Jones Branch Drive McLean, VA 22102
|
Certificate Number
|
|
|
|
Units
|
Dated:
|
|
|
|
|
|
|
Name:
|
|
|
|
Title:
|
Dated:
|
|
|
Signature:
|
|
|
|
|
|
(Transferor)
|
|
|
|
|
Address:
|
MANAGING MEMBER:
|
||
|
|
|
|
HILTON DOMESTIC OPERATING COMPANY
INC., a Delaware corporation
|
|
|
|
|
|
By:
|
/s/ Abigail Hotchkin
|
|
|
Name: Abigail Hotchkin
|
|
|
Title: Assistant Secretary
|
Name
|
Ownership Percentage
|
Address
|
Hilton Domestic Operating Company Inc.
|
100%
|
7930 Jones Branch Drive
McLean, Virginia 22102
|
MANAGING MEMBER:
|
||
|
|
|
|
HILTON DOMESTIC OPERATING COMPANY
INC., a Delaware corporation
|
|
|
|
|
|
By:
|
/s/ Abigail Hotchkin
|
|
|
Abigail Hotchkin, Assistant Secretary
|
Name
|
Ownership Percentage
|
Address
|
Hilton Domestic Operating Company Inc.
|
100%
|
7930 Jones Branch Drive
McLean, VA 22102
|
Certificate Number
|
|
|
|
Units
|
Dated:
|
|
|
|
|
|
|
Name:
|
|
|
|
Title:
|
Dated:
|
|
|
Signature:
|
|
|
|
|
|
(Transferor)
|
|
|
|
|
Address:
|
MANAGING MEMBER:
|
||
|
|
|
|
HILTON DOMESTIC OPERATING COMPANY,
INC., a Delaware corporation
|
|
|
|
|
|
By:
|
/s/ Abigail Hotchkin
|
|
|
Name: Abigail Hotchkin
|
|
|
Title: Assistant Secretary
|
Name
|
Ownership Percentage
|
Address
|
Hilton Domestic Operating Company Inc.
|
100%
|
7930 Jones Branch Drive
McLean, Virginia 22102
|
MANAGING MEMBERS:
|
||
|
|
|
|
HILTON DOMESTIC OPERATING COMPANY,
INC., a Delaware corporation
|
|
|
|
|
|
By:
|
/s/ Abigail Hotchkin
|
|
|
Abigail Hotchkin, Assistant Secretary
|
Name
|
Ownership Percentage
|
Address
|
Hilton Domestic Operating Company Inc.
|
100%
|
7930 Jones Branch Drive
McLean, VA 22102
|
Certificate Number
|
|
|
|
Units
|
Dated:
|
|
|
|
|
|
|
Name:
|
|
|
|
Title:
|
Dated:
|
|
|
Signature:
|
|
|
|
|
|
(Transferor)
|
|
|
|
|
Address:
|
MANAGING MEMBER:
|
||
|
|
|
|
HPP HOTELS USA LLC, a Delaware limited liability
company
|
|
|
|
|
|
By:
|
/s/ Abigail Hotchkin
|
|
|
Abigail Hotchkin, Assistant Secretary
|
Name
|
Ownership Percentage
|
Address
|
HPP Hotels USA LLC
|
100%
|
7930 Jones Branch Drive
McLean, VA 22102
|
Certificate Number
|
|
|
|
Units
|
Dated:
|
|
|
|
|
|
|
Name:
|
|
|
|
Title:
|
Dated:
|
|
|
Signature:
|
|
|
|
|
|
(Transferor)
|
|
|
|
|
Address:
|
MANAGING MEMBER:
|
||
|
|
|
|
HILTON DOMESTIC OPERATING COMPANY,
INC., a Delaware corporation
|
|
|
|
|
|
By:
|
/s/ Abigail Hotchkin
|
|
|
Abigail Hotchkin, Assistant Secretary
|
Name
|
Ownership Percentage
|
Address
|
Hilton Domestic Operating Company Inc.
|
100%
|
7930 Jones Branch Drive
McLean, VA 22102
|
Certificate Number
|
|
|
|
Units
|
Dated:
|
|
|
|
|
|
|
Name:
|
|
|
|
Title:
|
Dated:
|
|
|
Signature:
|
|
|
|
|
|
(Transferor)
|
|
|
|
|
Address:
|
HILTON HONORS WORLDWIDE LLC
HLT EXISTING FRANCHISE HOLDING LLC
|
|
|
|
By:
|
/s/ Steven Standefer
|
|
Name: W. Steven Standefer
|
|
Title: Senior Vice President
|
WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
|
|
|
|
By:
|
/s/ W. Thomas Morris, II
|
|
Name: W. Thomas Morris, II
|
|
Title: Vice President
|
Very truly yours,
|
|
/s/ SIMPSON THACHER & BARTLETT LLP
|
|
SIMPSON THACHER & BARTLETT LLP
|
Guarantor
|
|
State of Incorporation or Organization
|
Destination Resorts LLC
|
|
Arizona
|
Doubletree Hotel Systems LLC
|
|
Arizona
|
Doubletree Hotels LLC
|
|
Arizona
|
DT Management LLC
|
|
Arizona
|
DT Real Estate, LLC
|
|
Arizona
|
DTM Atlanta/Legacy, Inc.
|
|
Arizona
|
DTR FCH Holdings, Inc.
|
|
Arizona
|
90210 Biltmore Management, LLC
|
|
Delaware
|
90210 Desert Resorts Management Co., LLC
|
|
Delaware
|
90210 Grand Wailea Management Co., LLC
|
|
Delaware
|
90210 LLC
|
|
Delaware
|
90210 Management Company, LLC
|
|
Delaware
|
Andiamo’s O’Hare, LLC
|
|
Delaware
|
Blue Bonnet Security, LLC
|
|
Delaware
|
Canopy Brand Management LLC
|
|
Delaware
|
Conrad International Manage (CIS) LLC
|
|
Delaware
|
Conrad Management LLC
|
|
Delaware
|
Curio Brand Management LLC
|
|
Delaware
|
Curio Management LLC
|
|
Delaware
|
Doubletree LLC
|
|
Delaware
|
Doubletree Management LLC
|
|
Delaware
|
Embassy Development LLC
|
|
Delaware
|
Embassy Suites Management LLC
|
|
Delaware
|
Hampton Inns Management LLC
|
|
Delaware
|
Hilton Beverage LLC
|
|
Delaware
|
Hilton Chicago Beverage I LLC
|
|
Delaware
|
Hilton Chicago Beverage II LLC
|
|
Delaware
|
Hilton Chicago Beverage III LLC
|
|
Delaware
|
Hilton Chicago Beverage IV LLC
|
|
Delaware
|
Hilton Corporate Director LLC
|
|
Delaware
|
Hilton Domestic Franchise LLC
|
|
Delaware
|
Hilton Domestic Management LLC
|
|
Delaware
|
Hilton El Con Management LLC
|
|
Delaware
|
Hilton El Con Operator LLC
|
|
Delaware
|
Hilton Franchise Holding LLC
|
|
Delaware
|
Hilton Garden Inns Management LLC
|
|
Delaware
|
Hilton Hawaii Corporation
|
|
Delaware
|
Hilton Honors Worldwide LLC
|
|
Delaware
|
Hilton Illinois Holdings LLC
|
|
Delaware
|
Hilton Management LLC
|
|
Delaware
|
Hilton NUS HHS, Inc.
|
|
Delaware
|
Hilton San Diego LLC
|
|
Delaware
|
Hilton Supply Management LLC
|
|
Delaware
|
Hilton Systems Solutions, LLC
|
|
Delaware
|
Hilton Worldwide Finance Corp.
|
|
Delaware
|
Hilton Worldwide Finance LLC
|
|
Delaware
|
Hilton Worldwide Holdings Inc.
|
|
Delaware
|
Hilton Worldwide Parent LLC
|
|
Delaware
|
HLT Audubon LLC
|
|
Delaware
|
HLT Conrad Domestic LLC
|
|
Delaware
|
HLT ESP International Franchise LLC
|
|
Delaware
|
HLT ESP International Franchisor Corporation
|
|
Delaware
|
HLT ESP International Manage LLC
|
|
Delaware
|
HLT ESP International Management Corporation
|
|
Delaware
|
HLT ESP Manage LLC
|
|
Delaware
|
HLT Existing Franchise Holding LLC
|
|
Delaware
|
HLT HSM Holding LLC
|
|
Delaware
|
HLT HSS Holding LLC
|
|
Delaware
|
HLT JV Acquisition LLC
|
|
Delaware
|
HLT Lifestyle International Franchise LLC
|
|
Delaware
|
HLT Lifestyle International Franchisor Corporation
|
|
Delaware
|
HLT Lifestyle International Manage LLC
|
|
Delaware
|
HLT Lifestyle International Management Corporation
|
|
Delaware
|
HLT Lifestyle Manage LLC
|
|
Delaware
|
HLT Palmer LLC
|
|
Delaware
|
Home2 Brand Management LLC
|
|
Delaware
|
Home2 Management LLC
|
|
Delaware
|
Homewood Suites Management LLC
|
|
Delaware
|
Hotels Statler Company, Inc.
|
|
Delaware
|
HPP Hotels USA, LLC
|
|
Delaware
|
HPP International LLC
|
|
Delaware
|
Innvision, LLC
|
|
Delaware
|
LXR Management LLC
|
|
Delaware
|
Motto Management LLC
|
|
Delaware
|
Potter’s Bar Palmer House, LLC
|
|
Delaware
|
Promus Hotel Services, Inc.
|
|
Delaware
|
Promus Hotels Florida LLC
|
|
Delaware
|
Promus Hotels LLC
|
|
Delaware
|
Promus Hotels Parent LLC
|
|
Delaware
|
Signia Hotel Management LLC
|
|
Delaware
|
Tapestry Management LLC
|
|
Delaware
|
Tru Brand Management LLC
|
|
Delaware
|
WA Collection International, LLC
|
|
Delaware
|
Waldorf=Astoria Management LLC
|
|
Delaware
|
Florida Conrad International Corp.
|
|
Florida
|
Embassy Suites Club No. 1, Inc.
|
|
Kansas
|
Hotel Clubs of Corporate Woods, Inc.
|
|
Kansas
|
Embassy Suites Club No. Three, Inc.
|
|
Louisiana
|
International Rivercenter Lessee, L.L.C.
|
|
Louisiana
|
Chesterfield Village Hotel, LLC
|
|
Missouri
|
Bally’s Grand Property Sub I, LLC
|
|
Nevada
|
Conrad International (Belgium) LLC
|
|
Nevada
|
Conrad International (Egypt) Resorts Corporation
|
|
Nevada
|
Conrad International (Indonesia) Corporation
|
|
Nevada
|
Hilton Holdings, LLC
|
|
Nevada
|
Hilton Hospitality, LLC
|
|
Nevada
|
Hilton Illinois, LLC
|
|
Nevada
|
Peacock Alley Service Company, LLC
|
|
New York
|
Washington Hilton, L.L.C.
|
|
New York
|
Embassy Suites Club No. Two, Inc.
|
|
Texas
|
SALC, Inc.
|
|
Texas
|
|
Exhibit 5.2
|
|
|
Dentons US LLP
2398 East Camelback Road
Suite 850
Phoenix, AZ 85016-9007
United States
|
|
|
大ó成É Salans FMC SNR Denton McKenna Long
dentons.com
|
Re:
|
Registration Statement on Form S-4
|
(i)
|
the Indenture (including the form of Exchange Notes set forth therein);
|
(ii)
|
the Registration Statement;
|
(iii)
|
the Purchase Agreement dated as of June 10, 2019, among the Issuer, the Guarantors, BofA Securities, Inc. (“BofA”) and the other several initial purchasers named therein (the “Initial Purchasers”); and
|
(iv)
|
the Registration Rights Agreement dated as of June 20, 2019, among the Issuer, the Guarantors and BofA, as representative of the several Initial Purchasers.
|
|
September 20, 2019
Page 2
|
|
(i)
|
copies of the organizational documents of the Companies listed on Schedule I (each an "Organizational Document" and collectively, the "Organizational Documents"), each as certified by such Secretary of State or other governmental authority of such Company's State of incorporation or organization (the “Governmental Authority”) on such date as is stated opposite the relevant Organizational Document's name on Schedule I;
|
(ii)
|
copies of the By-laws and Limited Liability Company Agreements of the Companies listed on Schedule II, each as delivered to us by the relevant Company;
|
(iii)
|
copies of resolutions, each dated as of June 5, 2019, listed on Schedule III (collectively, the "Resolutions"), each as adopted with respect to the relevant Company by the entity or person identified opposite such Resolutions on Schedule III, delivered to us by the relevant Company;
|
(iv)
|
Certificates of Good Standing (each a “Certificate of Good Standing” and collectively, the “Certificates of Good Standing”) for each of the Companies, as of the date of each such Certificate of Good Standing set forth on Schedule I, issued by the relevant Governmental Authority; and
|
(v)
|
Secretary’s Certificate from each Company, dated the date hereof (the “Certificates to Counsel”).
|
|
September 20, 2019
Page 3
|
|
|
September 20, 2019
Page 4
|
|
a.
|
limit or affect the enforcement of provisions of a contract that purport to waive, or to require waiver of, (i) the obligations of good faith, fair dealing, diligence and reasonableness, (ii) broadly or vaguely stated rights, (iii) statutory, regulatory or constitutional rights, except to the extent that the statute, regulation or constitution explicitly allows waivers; (iv) unknown future defenses; and (v) rights to damages.
|
b.
|
provide that choice of law, forum selection, consent to jurisdiction, and jury waiver clauses in contracts are not necessarily binding;
|
c.
|
limit the availability of a remedy under certain circumstances where another remedy has been elected;
|
d.
|
provide a time limitation after which a remedy may not be enforced;
|
e.
|
limit the enforceability of provisions releasing, exculpating or exempting a party from, or requiring indemnification of a party for, liability for its own action or inaction, to the extent the action or inaction involves gross negligence, recklessness, willful misconduct, unlawful conduct, or violations of federal or state securities laws or regulations or public policy;
|
f.
|
may, where less than all of a contract may be unenforceable, limit the enforceability of the balance of the contract to circumstances in which the unenforceable portion is not an essential part of the agreed exchange;
|
g.
|
govern and afford judicial discretion regarding the determination of damages and entitlement to attorneys’ fees and other costs;
|
h.
|
may permit a party that has materially failed to render or offer performance required by the contract to cure that failure unless (i) permitting a cure would unreasonably hinder the aggrieved party from making substitute arrangements for performance,
|
|
September 20, 2019
Page 5
|
|
i.
|
may in the absence of a contemporaneous waiver or consent, discharge a guarantor to the extent that (i) action by a creditor impairs the value of collateral security for guaranteed debt to the detriment of a guarantor, or (ii) a guaranteed obligation is materially modified.
|
Very truly yours,
|
|
|
/s/ Dentons US LLP
|
#
|
Entity Name
|
Jurisdiction
|
Governmental Authority
|
Governmental Authority Certification Date
|
Organization Documents
|
1
|
Destination Resorts LLC
|
Arizona
|
Secretary of State
|
September 9, 2019
|
Articles of Organization, dated October 22, 2007, as amended by Articles of Amendment, dated October 25, 2007.
|
2
|
Doubletree Hotel Systems LLC
|
Arizona
|
Secretary of State
|
September 9, 2019
|
Articles of Organization, dated October 22, 2007, as amended by Articles of Amendment, dated October 25, 2007.
|
3
|
Doubletree Hotels LLC
|
Arizona
|
Secretary of State
|
September 9, 2019
|
Articles of Organization, dated October 22, 2007, as amended by Articles of Amendment, dated October 25, 2007.
|
4
|
DT Management LLC
|
Arizona
|
Secretary of State
|
September 9, 2019
|
Articles of Organization, dated October 22, 2007, as amended by Articles of Amendment, dated October 25, 2007.
|
5
|
DT Real Estate, LLC
|
Arizona
|
Secretary of State
|
September 9, 2019
|
Articles of Organization, dated August 19, 2016.
|
6
|
DTM Atlanta/Legacy, Inc.
|
Arizona
|
Secretary of State
|
September 9, 2019
|
Articles of Incorporation, dated November 8, 1994, as amended by Articles of Amendment, dated March 15, 1996, as further amended by Articles of Amendment, dated December 16, 1997.
|
7
|
DTR FCH Holdings, Inc.
|
Arizona
|
Secretary of State
|
September 9, 2019
|
Articles of Incorporation, dated April 11, 1983, as amended by Articles of Amendment, dated April 11, 1997.
|
8
|
Embassy Suites Club No. 1, Inc.
|
Kansas
|
Secretary of State
|
September 9, 2019
|
Articles of Incorporation, dated January 9, 1984, as amended by Certificate of Amendment, dated March 6, 1984.
|
9
|
Hotel Clubs of Corporate Woods, Inc.
|
Kansas
|
Secretary of State
|
September 9, 2019
|
Articles of Incorporation, dated September 24, 1981.
|
10
|
Chesterfield Village Hotel, LLC
|
Missouri
|
Secretary of State
|
September 6, 2019
|
Articles of Organization, dated January 23, 1998.
|
11
|
Embassy Suites Club No. Two, Inc.
|
Texas
|
Secretary of State
|
September 10, 2019
|
Articles of Incorporation, dated March 13, 1984.
|
12
|
SALC, Inc.
|
Texas
|
Secretary of State
|
September 10, 2019
|
Articles of Incorporation, dated April 16, 1996.
|
#
|
Entity Name
|
By-Laws/Agreements
|
1
|
Destination Resorts LLC
|
Operating Agreement, dated October 24, 2007.
|
2
|
Doubletree Hotel Systems LLC
|
Amended and Restated Limited Liability Company Agreement, dated January 7, 2019.
|
3
|
Doubletree Hotels LLC
|
Operating Agreement, dated October 24, 2007.
|
4
|
DT Management LLC
|
Second Amended and Restated Limited Liability Company Agreement, dated May 19, 2017.
|
5
|
DT Real Estate, LLC
|
Amended and Restated Limited Liability Company Agreement, dated January 7, 2019.
|
6
|
DTM Atlanta/Legacy, Inc.
|
Bylaws, adopted November 18, 1994.
|
7
|
DTR FCH Holdings, Inc.
|
Amended and Restated Bylaws, adopted January 26, 1987.
|
8
|
Embassy Suites Club No. 1, Inc.
|
By-Laws, adopted October 25, 2013.
|
9
|
Hotel Clubs of Corporate Woods, Inc.
|
Amended and Restated Bylaws, adopted August 4, 1998.
|
10
|
Chesterfield Village Hotel, LLC
|
Amended and Restated Limited Liability Company Agreement, dated October 25, 2013.
|
11
|
Embassy Suites Club No. Two, Inc.
|
Bylaws, adopted March 13, 1984.
|
12
|
SALC, Inc.
|
By-Laws, adopted August 2016, as amended by Unanimous Written Consent of the Board of Directors of SALC, Inc. dated effective as of August 20, 2014.
|
#
|
Entity Name
|
Action by Written Consent
|
11
|
Embassy Suites Club No. Two, Inc.
|
Action by Unanimous Written Consent of the Governing Persons of Entities listed on Exhibit A thereto, dated as of June 5, 2019, by W. Steven Standefer, Michael W. Duffy, Frederick A. Schacknies, Daniel Hughes, Keith Clampet and Justin Ray Hensley.
|
12
|
SALC, Inc.
|
Action by Unanimous Written Consent of the Governing Persons of Entities listed on Exhibit A thereto, dated as of June 5, 2019, by W. Steven Standefer, Michael W. Duffy, Frederick A. Schacknies, Daniel Hughes, Keith Clampet and Justin Ray Hensley.
|
Re:
|
Registration Statement on Form S-4
|
Very truly yours,
|
|
/s/ Hill, Ward & Henderson, P.A.
|
|
HILL, WARD & HENDERSON, P.A.
|
|
Exhibit 5.4
|
{N3881418.3}
|
|
Hilton LA Guarantors 4.875% Senior Notes
|
|
|
Exchange Offer S-4 Opinion Letter
|
{N3881418.3}
|
2
|
Hilton LA Guarantors 4.875% Senior Notes
|
|
|
Exchange Offer S-4 Opinion Letter
|
{N3881418.3}
|
3
|
Hilton LA Guarantors 4.875% Senior Notes
|
|
|
Exchange Offer S-4 Opinion Letter
|
{N3881418.3}
|
4
|
Hilton LA Guarantors 4.875% Senior Notes
|
|
|
Exchange Offer S-4 Opinion Letter
|
Very truly yours,
|
|
/s/ Jones Walker LLP
|
|
JONES WALKER LLP
|
{N3881418.3}
|
5
|
Hilton LA Guarantors 4.875% Senior Notes
|
|
|
Exchange Offer S-4 Opinion Letter
|
|
|
Exhibit 5.5
|
Name
|
|
Jurisdiction of Incorporation or
Organization
|
259 Pitt Street Pty Ltd.
|
|
Australia
|
3750 Residential Employer LLC
|
|
United States
|
3750 Residential Management LLC
|
|
United States
|
90210 Biltmore Management, LLC
|
|
United States
|
90210 Desert Resorts Management Co., LLC
|
|
United States
|
90210 Grand Wailea Employer 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 Employer 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 Employer LLC
|
|
United States
|
Conrad International (Belgium) LLC
|
|
United States
|
Conrad International (Egypt) LLC
|
|
United States
|
Conrad International (Egypt) Resorts Corporation
|
|
United States
|
Conrad International (Indonesia) Corporation
|
|
United States
|
Conrad International (Thailand) Limited
|
|
Thailand
|
Conrad International Hotels (HK) Limited
|
|
Hong Kong
|
Name
|
|
Jurisdiction of Incorporation or
Organization
|
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 Employer LLC
|
|
United States
|
Curio Management LLC
|
|
United States
|
Destination Resorts LLC
|
|
United States
|
Doubletree De Mexico, S.A. De C.V.
|
|
Mexico
|
Doubletree Employer LLC
|
|
United States
|
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 Employer 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 Employer LLC
|
|
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 Employer LLC
|
|
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
|
Name
|
|
Jurisdiction of Incorporation or
Organization
|
HIC Gaming California, 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.
|
|
United States
|
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 Argentina SRL
|
|
Argentina
|
Hilton Beverage Corporation
|
|
United States
|
Hilton Beverage LLC
|
|
United States
|
Hilton Brazil Operacoes E Participacoes Ltda.
|
|
Brazil
|
Hilton BVP Management LLC
|
|
United States
|
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 Employer Inc.
|
|
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 Employer LLC
|
|
United States
|
Hilton Garden Inns Management LLC
|
|
United States
|
Hilton Hawaii Corporation
|
|
United States
|
Name
|
|
Jurisdiction of Incorporation or
Organization
|
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 Employer 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 (Gaborone) (Proprietary) Limited (Botswana)
|
|
Botswana
|
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
|
Name
|
|
Jurisdiction of Incorporation or
Organization
|
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 New Zealand Limited
|
|
New Zealand
|
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 Munich Airport Hotel Manage GmbH
|
|
Germany
|
Hilton Nairobi Limited
|
|
Kenya
|
Hilton NUS HSS, Inc.
|
|
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
|
Name
|
|
Jurisdiction of Incorporation or
Organization
|
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 – Malaysia Branch
|
|
Malaysia
|
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
|
Name
|
|
Jurisdiction of Incorporation or
Organization
|
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 Brazil LLC
|
|
United States
|
HLT Conrad Domestic Employer LLC
|
|
United States
|
HLT Conrad Domestic LLC
|
|
United States
|
HLT Drake Employer 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
|
Name
|
|
Jurisdiction of Incorporation or
Organization
|
HLT Managed Mezz VI-B LLC
|
|
United States
|
HLT Managed Mezz VI-C LLC
|
|
United States
|
HLT Managed Mezz VI-D LLC
|
|
United States
|
HLT Managed Mezz VI-E LLC
|
|
United States
|
HLT Managed Mezz VI-F LLC
|
|
United States
|
HLT Managed Mezz VI-G LLC
|
|
United States
|
HLT Managed Mezz VI-H LLC
|
|
United States
|
HLT Managed Mezz VI-I LLC
|
|
United States
|
HLT Managed Mezz VI-J LLC
|
|
United States
|
HLT Managed Mezz VI-K LLC
|
|
United States
|
HLT Managed Mezz XI-A GmbH
|
|
Germany
|
HLT Managed Mezz XI-B GmbH
|
|
Germany
|
HLT Managed Mezz XI-C GmbH
|
|
Germany
|
HLT Managed Mezz XI-D GmbH
|
|
Germany
|
HLT Managed Mezz XI-E GmbH
|
|
Germany
|
HLT Managed Mezz XI-F GmbH
|
|
Germany
|
HLT Managed Mezz XI-G GmbH
|
|
Germany
|
HLT Managed Mezz XI-H GmbH
|
|
Germany
|
HLT Managed Mezz XI-I GmbH
|
|
Germany
|
HLT Managed Mezz XI-J GmbH
|
|
Germany
|
HLT Managed Mezz XI-K GmbH
|
|
Germany
|
HLT Managed VI Holding LLC
|
|
United States
|
HLT Managed VI-A Borrower LLC
|
|
United States
|
HLT Managed VI-A Holding LLC
|
|
United States
|
HLT Managed XI-A Borrower GmbH
|
|
Germany
|
HLT Managed XII-A Holding LLC
|
|
United States
|
HLT Mexico LLC
|
|
United States
|
HLT Operating Mezz III-K Limited
|
|
United Kingdom
|
HLT Operating Mezz VII-A Limited
|
|
United Kingdom
|
HLT Operating Mezz VII-B Limited
|
|
United Kingdom
|
HLT Operating Mezz VII-C Limited
|
|
United Kingdom
|
HLT Operating Mezz VII-D Limited
|
|
United Kingdom
|
HLT Operating Mezz VII-E Limited
|
|
United Kingdom
|
HLT Operating Mezz VII-F Limited
|
|
United Kingdom
|
HLT Operating Mezz VII-G Limited
|
|
United Kingdom
|
HLT Operating Mezz VII-H Limited
|
|
United Kingdom
|
HLT Operating Mezz VII-I Limited
|
|
United Kingdom
|
HLT Operating Mezz VII-J Limited
|
|
United Kingdom
|
HLT Operating Mezz VII-K Limited
|
|
United Kingdom
|
HLT Operating Mezz V-K Limited
|
|
United Kingdom
|
HLT Operating VII-A Borrower GmbH
|
|
Germany
|
Name
|
|
Jurisdiction of Incorporation or
Organization
|
HLT Owned IX Holding Limited
|
|
United Kingdom
|
HLT Owned IX-A Holding Limited
|
|
United Kingdom
|
HLT Owned Mezz IX-A Limited
|
|
United Kingdom
|
HLT Owned Mezz IX-B Limited
|
|
United Kingdom
|
HLT Owned Mezz IX-C Limited
|
|
United Kingdom
|
HLT Owned Mezz IX-D Limited
|
|
United Kingdom
|
HLT Owned Mezz IX-E Limited
|
|
United Kingdom
|
HLT Owned Mezz IX-F Limited
|
|
United Kingdom
|
HLT Owned Mezz IX-G Limited
|
|
United Kingdom
|
HLT Owned Mezz IX-H Limited
|
|
United Kingdom
|
HLT Owned Mezz IX-I Limited
|
|
United Kingdom
|
HLT Owned Mezz IX-J Limited
|
|
United Kingdom
|
HLT Owned Mezz IX-K Limited
|
|
United Kingdom
|
HLT Owned Mezz V-A Limited
|
|
United Kingdom
|
HLT Owned Mezz V-B Limited
|
|
United Kingdom
|
HLT Owned Mezz V-C Limited
|
|
United Kingdom
|
HLT Owned Mezz V-D Limited
|
|
United Kingdom
|
HLT Owned Mezz V-E Limited
|
|
United Kingdom
|
HLT Owned Mezz V-F Limited
|
|
United Kingdom
|
HLT Owned Mezz V-G Limited
|
|
United Kingdom
|
HLT Owned Mezz V-H Limited
|
|
United Kingdom
|
HLT Owned Mezz V-I Limited
|
|
United Kingdom
|
HLT Owned Mezz V-J Limited
|
|
United Kingdom
|
HLT Owned Mezz V-K Limited
|
|
United Kingdom
|
HLT Owned V Holding Limited
|
|
United Kingdom
|
HLT Owned V-A Holding Limited
|
|
United Kingdom
|
HLT Owned VI-A Holding LLC
|
|
United States
|
HLT Owned VII Holding LLC
|
|
United States
|
HLT Owned VII-A Holding LLC
|
|
United States
|
HLT 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 Employer LLC
|
|
United States
|
Name
|
|
Jurisdiction of Incorporation or
Organization
|
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 Employer LLC
|
|
United States
|
Home2 Management LLC
|
|
United States
|
Homewood Suites Management LLC
|
|
United States
|
Homewood Suites Employer 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
|
Hotels Statler Employer LLC
|
|
United States
|
HPP Hotels USA LLC
|
|
United States
|
HPP International LLC
|
|
United States
|
Inhil Co., 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 Employer LLC
|
|
United States
|
LXR Management LLC
|
|
United States
|
Madagascar Hilton SARL
|
|
Madagascar
|
Maple Hotels Management Company Limited
|
|
United Kingdom
|
Margate Towers at Kingston Plantation, L.L.C.
|
|
United States
|
Mayaguez Hilton LLC
|
|
United States
|
Name
|
|
Jurisdiction of Incorporation or
Organization
|
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 Employer LLC
|
|
United States
|
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 Employer LLC
|
|
United States
|
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 Employer LLC
|
|
United States
|
Name
|
|
Jurisdiction of Incorporation or
Organization
|
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
|
WA Collection International, LLC
|
|
United States
|
Waldorf=Astoria Employer LLC
|
|
United States
|
Waldorf=Astoria Management LLC
|
|
United States
|
Washington Hilton, L.L.C.
|
|
United States
|
World Hotels, B.V.
|
|
Netherlands
|
HILTON DOMESTIC OPERATING COMPANY INC.1
(Exact name of obligor as specified in its charter)
|
|
Delaware
|
38-4009972
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
|
Exact Name of Obligor
as Specified in its Charter (or Other
Organizational Document)
|
|
State or Other
Jurisdiction of Incorporation or Organization |
|
I.R.S.
Employer Identification Number |
|
Primary
Standard Industrial Classification Code Number |
|
Address, Including Zip Code,
and Telephone Number, Including Area Code, of Obligor's Principal Executive Offices |
Destination Resorts LLC
|
|
Arizona
|
|
26-1284226
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Doubletree Hotel Systems LLC
|
|
Arizona
|
|
26-1284504
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Doubletree Hotels LLC
|
|
Arizona
|
|
26-1284359
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
DT Management LLC
|
|
Arizona
|
|
26-1284112
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
DT Real Estate, LLC
|
|
Arizona
|
|
86-0594278
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
DTM Atlanta/Legacy, Inc.
|
|
Arizona
|
|
86-0803816
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
DTR FCH Holdings, Inc.
|
|
Arizona
|
|
86-0506692
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
90210 Biltmore Management, LLC
|
|
Delaware
|
|
34-1984747
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
90210 Desert Resorts Management Co., LLC
|
|
Delaware
|
|
34-1984753
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
90210 Grand Wailea Management Co., LLC
|
|
Delaware
|
|
34-1984759
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
90210 LLC
|
|
Delaware
|
|
95-4747695
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
90210 Management Company, LLC
|
|
Delaware
|
|
20-4146308
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Andiamo's O'Hare, LLC
|
|
Delaware
|
|
58-2669081
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Blue Bonnet Security, LLC
|
|
Delaware
|
|
20-5118750
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Canopy Brand Management LLC
|
|
Delaware
|
|
32-0502283
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Conrad International Manage (CIS) LLC
|
|
Delaware
|
|
26-1687344
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Conrad Management LLC
|
|
Delaware
|
|
26-1101184
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Exact Name of Obligor
as Specified in its Charter (or Other
Organizational Document)
|
|
State or Other
Jurisdiction of Incorporation or Organization |
|
I.R.S.
Employer Identification Number |
|
Primary
Standard Industrial Classification Code Number |
|
Address, Including Zip Code,
and Telephone Number, Including Area Code, of Obligor's Principal Executive Offices |
Curio Brand Management LLC
|
|
Delaware
|
|
35-2568431
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Curio Management LLC
|
|
Delaware
|
|
82-2416470
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Doubletree LLC
|
|
Delaware
|
|
86-0762415
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Doubletree Management LLC
|
|
Delaware
|
|
26-1101270
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Embassy Development LLC
|
|
Delaware
|
|
74-2479161
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Embassy Suites Management LLC
|
|
Delaware
|
|
26-1101036
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Hampton Inns Management LLC
|
|
Delaware
|
|
26-1101242
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Hilton Beverage LLC
|
|
Delaware
|
|
36-2058176
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Hilton Chicago Beverage I LLC
|
|
Delaware
|
|
30-0800929
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Hilton Chicago Beverage II LLC
|
|
Delaware
|
|
32-0422233
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Hilton Chicago Beverage III LLC
|
|
Delaware
|
|
61-1724781
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Hilton Chicago Beverage IV LLC
|
|
Delaware
|
|
90-1028957
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Hilton Corporate Director LLC
|
|
Delaware
|
|
26-3551072
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Hilton Domestic Franchise LLC
|
|
Delaware
|
|
30-0948358
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Hilton Domestic Management LLC
|
|
Delaware
|
|
61-1799414
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Hilton El Con Management LLC
|
|
Delaware
|
|
26-3845802
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Hilton El Con Operator LLC
|
|
Delaware
|
|
26-3845852
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Hilton Franchise Holding LLC
|
|
Delaware
|
|
26-1094575
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Exact Name of Obligor
as Specified in its Charter (or Other
Organizational Document)
|
|
State or Other
Jurisdiction of Incorporation or Organization |
|
I.R.S.
Employer Identification Number |
|
Primary
Standard Industrial Classification Code Number |
|
Address, Including Zip Code,
and Telephone Number, Including Area Code, of Obligor's Principal Executive Offices |
Hilton Garden Inns Management LLC
|
|
Delaware
|
|
26-1126091
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Hilton Hawaii Corporation
|
|
Delaware
|
|
99-6011945
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Hilton Honors Worldwide LLC
|
|
Delaware
|
|
95-4635505
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Hilton Illinois Holdings LLC
|
|
Delaware
|
|
13-0980760
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Hilton Management LLC
|
|
Delaware
|
|
26-1101130
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Hilton NUS HHS, Inc.
|
|
Delaware
|
|
82-0993002
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Hilton San Diego LLC
|
|
Delaware
|
|
95-2395937
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Hilton Supply Management LLC
|
|
Delaware
|
|
95-2502058
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Hilton Systems Solutions, LLC
|
|
Delaware
|
|
71-0907647
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Hilton Worldwide Finance Corp.
|
|
Delaware
|
|
46-3492566
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Hilton Worldwide Finance LLC
|
|
Delaware
|
|
27-4384691
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Hilton Worldwide Holdings Inc.
|
|
Delaware
|
|
27-4384691
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Hilton Worldwide Parent LLC
|
|
Delaware
|
|
36-2058176
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
HLT Audubon LLC
|
|
Delaware
|
|
26-1292055
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
HLT Conrad Domestic LLC
|
|
Delaware
|
|
26-1211490
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
HLT ESP International Franchise LLC
|
|
Delaware
|
|
26-3750733
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
HLT ESP International Franchisor Corporation
|
|
Delaware
|
|
26-3750889
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
HLT ESP International Manage LLC
|
|
Delaware
|
|
26-3750974
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Exact Name of Obligor
as Specified in its Charter (or Other
Organizational Document)
|
|
State or Other
Jurisdiction of Incorporation or Organization |
|
I.R.S.
Employer Identification Number |
|
Primary
Standard Industrial Classification Code Number |
|
Address, Including Zip Code,
and Telephone Number, Including Area Code, of Obligor's Principal Executive Offices |
HLT ESP International Management Corporation
|
|
Delaware
|
|
26-3751149
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
HLT ESP Manage LLC
|
|
Delaware
|
|
26-3750936
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
HLT Existing Franchise Holding LLC
|
|
Delaware
|
|
26-1101350
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
HLT HSM Holding LLC
|
|
Delaware
|
|
26-1274784
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
HLT HSS Holding LLC
|
|
Delaware
|
|
26-1274883
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
HLT JV Acquisition LLC
|
|
Delaware
|
|
26-1276349
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
HLT Lifestyle International Franchise LLC
|
|
Delaware
|
|
26-3748344
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
HLT Lifestyle International Franchisor Corporation
|
|
Delaware
|
|
26-3748409
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
HLT Lifestyle International Manage LLC
|
|
Delaware
|
|
26-3748516
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
HLT Lifestyle International Management Corporation
|
|
Delaware
|
|
26-3750638
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
HLT Lifestyle Manage LLC
|
|
Delaware
|
|
26-3748470
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
HLT Palmer LLC
|
|
Delaware
|
|
26-1211589
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Home2 Brand Management LLC
|
|
Delaware
|
|
37-1833534
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Home2 Management LLC
|
|
Delaware
|
|
82-4258567
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Homewood Suites Management LLC
|
|
Delaware
|
|
26-1101306
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Hotels Statler Company, Inc.
|
|
Delaware
|
|
36-2550119
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
HPP Hotels USA LLC
|
|
Delaware
|
|
95-4214076
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
HPP International LLC
|
|
Delaware
|
|
95-4198421
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Exact Name of Obligor
as Specified in its Charter (or Other
Organizational Document)
|
|
State or Other
Jurisdiction of Incorporation or Organization |
|
I.R.S.
Employer Identification Number |
|
Primary
Standard Industrial Classification Code Number |
|
Address, Including Zip Code,
and Telephone Number, Including Area Code, of Obligor's Principal Executive Offices |
Innvision, LLC
|
|
Delaware
|
|
36-2058176
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
LXR Management LLC
|
|
Delaware
|
|
82-2437131
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Motto Management LLC
|
|
Delaware
|
|
38-4009972
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Potter's Bar Palmer House, LLC
|
|
Delaware
|
|
58-2669080
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Promus Hotel Services, Inc.
|
|
Delaware
|
|
62-1602738
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Promus Hotels Florida LLC
|
|
Delaware
|
|
62-1602737
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Promus Hotels LLC
|
|
Delaware
|
|
62-1602678
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Promus Hotels Parent LLC
|
|
Delaware
|
|
95-4766449
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Signia Hotel Management LLC
|
|
Delaware
|
|
38-4009972
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Tapestry Management LLC
|
|
Delaware
|
|
82-2422780
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Tru Brand Management LLC
|
|
Delaware
|
|
36-4843578
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
WA Collection International, LLC
|
|
Delaware
|
|
95-4198421
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Waldorf=Astoria Management LLC
|
|
Delaware
|
|
26-1101088
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Florida Conrad International Corp.
|
|
Florida
|
|
20-1145249
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Embassy Suites Club No. 1, Inc.
|
|
Kansas
|
|
75-1947366
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Hotel Clubs of Corporate Woods, Inc.
|
|
Kansas
|
|
48-0930357
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Embassy Suites Club No. Three, Inc.
|
|
Louisiana
|
|
62-1584888
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
International Rivercenter Lessee, L.L.C.
|
|
Louisiana
|
|
20-0384946
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Exact Name of Obligor
as Specified in its Charter (or Other
Organizational Document)
|
|
State or Other
Jurisdiction of Incorporation or Organization |
|
I.R.S.
Employer Identification Number |
|
Primary
Standard Industrial Classification Code Number |
|
Address, Including Zip Code,
and Telephone Number, Including Area Code, of Obligor's Principal Executive Offices |
Chesterfield Village Hotel, LLC
|
|
Missouri
|
|
36-4207568
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Bally's Grand Property Sub I, LLC
|
|
Nevada
|
|
88-0312339
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Conrad International (Belgium) LLC
|
|
Nevada
|
|
91-1930238
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Conrad International (Egypt) Resorts Corporation
|
|
Nevada
|
|
46-0468464
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Conrad International (Indonesia) Corporation
|
|
Nevada
|
|
95-4347974
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Hilton Holdings, LLC
|
|
Nevada
|
|
88-0096156
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Hilton Hospitality, LLC
|
|
Nevada
|
|
93-1218323
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Hilton Illinois, LLC
|
|
Nevada
|
|
88-0345656
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Peacock Alley Service Company, LLC
|
|
New York
|
|
20-3470602
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Washington Hilton, L.L.C.
|
|
New York
|
|
36-2058176
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
Embassy Suites Club No. Two, Inc.
|
|
Texas
|
|
75-1946866
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
SALC, Inc.
|
|
Texas
|
|
74-2782384
|
|
7011
|
|
7930 Jones Branch Drive, Suite 1100
McLean, Virginia 22102 Telephone: (703) 883-1000 |
(a)
|
Name and address of each examining or supervising authority to which it is subject.
|
(b)
|
Whether it is authorized to exercise corporate trust powers.
|
ITEM 2.
|
AFFILIATIONS WITH THE OBLIGOR.
|
ITEM 16.
|
LIST OF EXHIBITS.
|
1.
|
A copy of the Charter for Wilmington Trust, National Association.
|
2.
|
The authority of Wilmington Trust, National Association to commence business was granted under the Charter for Wilmington Trust, National Association, incorporated herein by reference to Exhibit 1 above.
|
3.
|
The authorization to exercise corporate trust powers was granted under the Charter for Wilmington Trust, National Association, incorporated herein by reference to Exhibit 1 above.
|
4.
|
A copy of the existing By-Laws of Trustee, as now in effect, incorporated herein by reference to Exhibit 4of this Form T-1.
|
5.
|
Not applicable.
|
6.
|
The consent of Wilmington Trust, National Association as required by Section 321(b) of the Trust Indenture Act of 1939, attached hereto as Exhibit 6 of this Form T-1.
|
7.
|
Current Report of the Condition of Wilmington Trust, National Association, published pursuant to law or the requirements of its supervising or examining authority, attached hereto as Exhibit 7 of this Form T-1.
|
8.
|
Not applicable.
|
9.
|
Not applicable.
|
WILMINGTON TRUST, NATIONAL ASSOCIATION
|
|
|
|
By:
|
/s/ W. Thomas Morris II
|
Name:
|
W. Thomas Morris II
|
Title:
|
Vice President
|
1)
|
exceeds by more than two the number of directors last elected by shareholders where the number was 15 or less; or
|
2)
|
exceeds by more than four the number of directors last elected by shareholders where the number was 16 or more, but in no event shall the number of directors exceed 25, unless the OCC has exempted the bank from the 25-member limit.
|
1)
|
The name and address of each proposed nominee.
|
2)
|
The principal occupation of each proposed nominee.
|
3)
|
The total number of shares of capital stock of the association that will be voted for each proposed nominee.
|
4)
|
The name and residence address of the notifying shareholder.
|
5)
|
The number of shares of capital stock of the association owned by the notifying shareholder.
|
1)
|
Define the duties of the officers, employees, and agents of the association.
|
2)
|
Delegate the performance of its duties, but not the responsibility for its duties, to the officers, employees, and agents of the association.
|
3)
|
Fix the compensation and enter into employment contracts with its officers and employees upon reasonable terms and conditions consistent with applicable law.
|
4)
|
Dismiss officers and employees.
|
5)
|
Require bonds from officers and employees and to fix the penalty thereof.
|
6)
|
Ratify written policies authorized by the association's management or committees of the board.
|
7)
|
Regulate the manner in which any increase or decrease of the capital of the association shall be made, provided that nothing herein shall restrict the power of shareholders to increase or decrease the capital of the association in accordance with law, and nothing shall raise or lower from two-thirds the percentage required for shareholder approval to increase or reduce the capital.
|
8)
|
Manage and administer the business and affairs of the association.
|
9)
|
Adopt initial bylaws, not inconsistent with law or the articles of association, for managing the business and regulating the affairs of the association.
|
10)
|
Amend or repeal bylaws, except to the extent that the articles of association reserve this power in whole or in part to shareholders.
|
11)
|
Make contracts.
|
12)
|
Generally perform all acts that are legal for a board of directors to perform.
|
(1)
|
The name and address of each proposed nominee;
|
(2)
|
The principal occupation of each proposed nominee;
|
(3)
|
The total number of shares of capital stock of the association that will be voted for each proposed nominee;
|
(4)
|
The name and residence of the notifying shareholder; and
|
(5)
|
The number of shares of capital stock of the association owned by the notifying shareholder.
|
(1)
|
Authorize distributions of assets or dividends;
|
(2)
|
Approve action required to be approved by shareholders;
|
(3)
|
Fill vacancies on the board of directors or any of its committees;
|
(5)
|
Amend articles of association;
|
(6)
|
Adopt, amend or repeal bylaws; or
|
(7)
|
Authorize or approve issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences and limitations of a class or series of shares.
|
(1)
|
The types of nominees to which it applies;
|
(2)
|
The rights or privileges that the association recognizes in a beneficial owner;
|
(3)
|
How the nominee may request the association to recognize the beneficial owner as the shareholder;
|
(4)
|
The information that must be provided when the procedure is selected;
|
(5)
|
The period over which the association will continue to recognize the beneficial owner as the shareholder;
|
(6)
|
Other aspects of the rights and duties created.
|
|
(Secretary or Treasurer)
|
|
WILMINGTON TRUST, NATIONAL ASSOCIATION
|
|
|
|
|
|
|
|
Dated: September 20, 2019
|
By:
|
/s/ W. Thomas Morris II
|
|
|
Name: W. Thomas Morris II
|
|
|
Title: Vice President
|
ASSETS
|
Thousands of Dollars
|
|
Cash and balances due from depository institutions:
|
3,698,300
|
|
Securities:
|
5,576
|
|
Federal funds sold and securities purchased under agreement to resell:
|
0
|
|
Loans and leases held for sale:
|
0
|
|
Loans and leases net of unearned income, allowance:
|
149,609
|
|
Premises and fixed asset
|
16,139
|
|
|
|
|
Other real estate owned:
|
532
|
|
Investments in unconsolidated subsidiaries and associated companies:
|
0
|
|
Direct and indirect investments in real estate ventures:
|
0
|
|
Intangible assets:
|
1,295
|
|
Other assets:
|
101,423
|
|
Total Assets:
|
3,972,874
|
|
|
|
|
|
|
|
LIABILITIES
|
Thousands of Dollars
|
|
Deposits
|
3,276,712
|
|
Federal funds purchased and securities sold under agreements to repurchase
|
0
|
|
Other borrowed money:
|
0
|
|
Other Liabilities:
|
113,034
|
|
Total Liabilities
|
3,389,746
|
|
|
|
|
|
|
|
|
|
|
EQUITY CAPITAL
|
Thousands of Dollars
|
|
Common Stock
|
1,000
|
|
Surplus
|
400,587
|
|
Retained Earnings
|
181,914
|
|
Accumulated other comprehensive income
|
(373
|
)
|
Total Equity Capital
|
583,128
|
|
Total Liabilities and Equity Capital
|
3,972,874
|
|
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON , 2019 (THE “EXPIRATION DATE”), UNLESS THE
EXCHANGE OFFER IS EXTENDED. TENDERS MAY BE WITHDRAWN
PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON , 2019.
|
By Mail or Overnight Courier:
Wilmington Trust, National Association
c/o Wilmington Trust Company
Corporate Capital Markets
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890-1626
Attn: Workflow Management – 5th Floor
|
By Facsimile:
(302) 636-4145
Attn: Workflow Management
|
By Hand Delivery:
Wilmington Trust, National Association
c/o Wilmington Trust Company
Corporate Capital Markets
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890-1626
Attn: Workflow Management – 5th Floor
|
|
|
|
|
To Confirm by Email:
DTC2@wilmingtontrust.com
Attn: Workflow Management
|
|
|
|
|
|||||
Box 2
Book-Entry Transfer
¨ CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:
|
|||||||
Name of Tendering Institution:
|
|
||||||
|
|||||||
Account Number:
|
|
||||||
|
|||||||
Transaction Code Number:
|
|
||||||
|
|
|
|
|
Box 3
Notice of Guaranteed Delivery
(See Instruction 1 below)
¨ CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:
|
|||
Name(s) Registered Holder(s):
|
|
||
Description of Outstanding
Notes being delivered
pursuant to a Notice of
Guaranteed Delivery:
|
|
||
Window Ticket Number (if any):
|
|
||
Name of Eligible Guarantor
Institution that
Guaranteed Delivery:
|
|
||
Date of Execution of Notice of
Guaranteed
Delivery:
|
|
||
|
|||
IF GUARANTEED DELIVERY IS TO BE MADE BY BOOK-ENTRY TRANSFER:
|
|||
Name of Tendering
Institution:
|
|
||
Account
Number:
|
|
||
Transaction Code
Number:
|
|
||
|
Box 4
Return of Non-Exchanged Outstanding Notes
Tendered by Book-Entry Transfer
¨ CHECK HERE IF OUTSTANDING NOTES TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED OUTSTANDING NOTES ARE TO BE RETURNED BY CREDITING THE ACCOUNT NUMBER SET FORTH ABOVE.
|
|
|
|
|
Box 5
Participating Broker-Dealer
¨ CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE OUTSTANDING NOTES FOR YOUR OWN ACCOUNT AS A RESULT OF MARKET-MAKING OR OTHER TRADING ACTIVITIES AND WISH TO RECEIVE TEN (10) ADDITIONAL COPIES OF THE PROSPECTUS AND OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.
|
|||
Name:
|
|
||
Address:
|
|
||
|
|
|
|
|||
Box 6
SPECIAL REGISTRATION INSTRUCTIONS
(See Instructions 4 and 5)
|
|||||
To be completed ONLY if certificates for the Outstanding Notes not tendered and/or certificates for the Exchange Notes are to be issued in the name of someone other than the registered holder(s) of the Outstanding Notes whose name(s) appear(s) above.
|
|||||
|
|||||
Issue:
|
|
¨ Outstanding Notes not tendered to:
|
|||
|
|
|
|||
|
|
¨ Exchange Notes to:
|
|||
|
|
|
|||
Name(s):
|
|
|
|||
|
|
(Please Print or Type)
|
|||
|
|||||
Address:
|
|
|
|||
|
|
|
|||
|
|
(Include Zip Code)
|
|||
Daytime Area Code and Telephone
Number: |
|
||||
Taxpayer Identification or Social
Security Number: |
|
||||
|
|
|
|
|||
Box 8
TENDERING HOLDER(S) SIGN HERE
(Complete accompanying Internal Revenue Service (“IRS”) Form W-9 or applicable IRS Form W-8)
|
|||||
|
|||||
Must be signed by the registered holder(s) (which term, for the purposes described herein, shall include the book-entry transfer facility whose name appears on a security listing as the owner of the Outstanding Notes) of the Outstanding Notes exactly as their name(s) appear(s) on the Outstanding Notes hereby tendered or by any person(s) authorized to become the registered holder(s) by properly completed bond powers or endorsements and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth the full title of such person. See Instruction 4.
|
|||||
|
|||||
|
|||||
(Signature(s) of Holder(s))
|
|||||
|
|||||
|
|||||
Date:
|
|
||||
|
|||||
Name(s):
|
|
||||
(Please Print or Type)
|
|||||
|
|||||
Capacity (full title):
|
|
||||
|
|||||
Address:
|
|
||||
(Including Zip Code)
|
|||||
|
|||||
Daytime Area Code and Telephone
Number:
|
|
||||
|
|||||
Taxpayer Identification or Social Security Number:
|
|
||||
|
|||||
GUARANTEE OF SIGNATURE(S)
(If Required—See Instruction 4)
|
|||||
|
|||||
Authorized
Signature:
|
|
||||
|
|||||
Name:
|
|
||||
|
|||||
|
|||||
Title:
|
|
||||
Name of Firm:
|
|
||||
|
|
||||
Address of Firm:
|
|
||||
|
|
||||
|
|
||||
|
(Include Zip Code)
|
||||
Area Code and Telephone
Number:
|
|
||||
|
|||||
Taxpayer Identification or Social Security
Number:
|
|
||||
|
1.
|
The Prospectus;
|
2.
|
The Letter of Transmittal for your use in connection with the tender of Outstanding Notes and for the information of your clients, including a Form W-9;
|
3.
|
A form of Notice of Guaranteed Delivery; and
|
4.
|
A form of letter, including a letter of instructions to a registered holder from a beneficial owner, which you may use to correspond with your clients for whose accounts you hold Outstanding Notes that are held or record in your name or in the name of your nominee, with space provided for obtaining such clients’ instructions regarding the Exchange Offer.
|
Very truly yours,
|
|
/s/ HILTON DOMESTIC OPERATING COMPANY INC.
|
Principal Amount of Outstanding Notes Held
for Account Holder(s)
|
Principal Amount of Outstanding Notes to be
Tendered*
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
Unless otherwise indicated, the entire principal amount of Outstanding Notes held for the account of the undersigned will be tendered.
|
|
|
|
||||||
SIGN HERE
|
||||||||
|
||||||||
Dated:
|
|
, 2019
|
||||||
|
||||||||
Signature(s):
|
|
|||||||
|
||||||||
Print Name(s):
|
|
|||||||
|
||||||||
Address:
|
|
|||||||
|
||||||||
(Please include Zip Code)
|
||||||||
|
||||||||
Telephone Number:
|
|
|||||||
(Please include Area Code)
|
||||||||
|
||||||||
Tax Identification Number or Social Security Number:
|
|
|||||||
|
||||||||
My Account Number With You:
|
|
|||||||
|
By Mail or Overnight Courier:
|
By Facsimile:
|
By Hand Delivery:
|
Wilmington Trust, National Association
|
(302) 636-4145
|
Wilmington Trust, National Association
|
c/o Wilmington Trust Company
|
Attn: Workflow Management
|
c/o Wilmington Trust Company
|
Corporate Capital Markets
|
|
Corporate Capital Markets
|
Rodney Square North
|
|
Rodney Square North
|
1100 North Market Street
|
|
1100 North Market Street
|
Wilmington, Delaware 19890-1626
|
|
Wilmington, Delaware 19890-1626
|
Attn: Workflow Management – 5th Floor
|
|
Attn: Workflow Management – 5th Floor
|
|
|
|
|
To Confirm by Email:
|
|
|
DTC2@wilmingtontrust.com
|
|
|
Attn: Workflow Management
|
|
Certificate Number(s) (if known)
of Outstanding
Notes or Account Number at
Book-Entry Transfer Facility
|
Aggregate Principal
Amount Represented
by Outstanding
Notes
|
Aggregate Principal
Amount of Outstanding
Notes
Being Tendered
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PLEASE COMPLETE AND SIGN
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
(Signature(s) of Record Holder(s))
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
(Please Type or Print Name(s) of Record Holder(s))
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dated:
|
|
, 2019
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Address:
|
|
|
|
|||
|
|
|
|
|
|
(Zip Code)
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
(Daytime Area Code and Telephone No.)
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
¨
|
Check this Box if the Outstanding Notes will be delivered by book-entry
transfer to The Depository Trust Company.
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Account
|
|
|
|
|
|
|
|
|
|
|
|
Number:
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
Delivery of this Notice of Guaranteed Delivery.
|
2.
|
Signatures on this Notice of Guaranteed Delivery.
|
3.
|
Questions and Requests for Assistance or Additional Copies.
|