UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark One)
xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 20172019
or
¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to


Commission File Number 001-36243
Hilton Worldwide Holdings Inc.
(Exact name of registrant as specified in its charter)
Delaware27-4384691
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
7930 Jones Branch Drive, Suite 1100, McLean, VA22102
(Address of Principal Executive Offices)(Zip Code)


Registrant’s telephone number, including area code: (703) 883-1000


Securities registered pursuant to Section 12(b) of the Act:
(Title of Class)each class(Trading symbol(s)Name of each exchange on which registered)registered
Common Stock, $0.01 par value per shareHLTNew York Stock Exchange


Securities registered pursuant to Section 12(g) of the Act: None


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer x Accelerated filer ¨
Non -acceleratedNon-accelerated filer ¨ (Do not check if a smaller reporting company)Smaller reporting company ¨
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

As of June 30, 201728, 2019, the last business day of the registrant's most recently completed second fiscal quarter, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $12,62827,521 million (based upon the closing sale price of the common stock on that date on the New York Stock Exchange).
The number of shares of common stock outstanding on February 7, 20186, 2020 was 316,118,115.

277,447,716.
DOCUMENTS INCORPORATED BY REFERENCE
Items 10, 11, 12, 13 and 14 of Part III incorporate information by reference from the registrant's definitive proxy statement relating to its 20182020 annual meeting of stockholders to be filed with the Securities and Exchange Commission within 120 days after the close of the registrant's fiscal year.




HILTON WORLDWIDE HOLDINGS INC.
FORM 10-K TABLE OF CONTENTS
YEAR ENDED DECEMBER 31, 20172019


Page No.
PART IPage No.
PART I
Forward-Looking Statements
Terms Used and Basis of Presentation in this Annual Report on Form 10-K
Item 1.Business
Item 1A.Risk Factors
Item 1B.Unresolved Staff Comments
Item 2.Properties
Item 3.Legal Proceedings
Item 4.Mine Safety Disclosures
PART II
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
     Equity Securities
Item 6.Selected Financial Data
Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 7A.Quantitative and Qualitative Disclosures About Market Risk
Item 8.Financial Statements and Supplementary Data
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial DisclosuresDisclosure
Item 9A.Controls and Procedures
Item 9B.Other Information
PART III
Item 10.Directors, Executive Officers and Corporate Governance
Item 11.Executive Compensation
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
     Matters
Item 13.Certain Relationships and Related Transactions, and Director Independence
Item 14.Principal Accounting Fees and Services
PART IV
Item 15.Exhibits and Financial Statement Schedules
Item 16.Form 10-K Summary
Signatures



1


PART I
Forward -LookingForward-Looking Statements


This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These statements include, but are not limited to, statements related to our expectations regarding the performance of our business, our financial results, our liquidity and capital resources and other non-historical statements. In some cases, you can identify these forward-looking statements by the use of words such as "outlook," "believes," "expects," "potential," "continues," "may," "will," "should," "could," "seeks," "projects," "predicts," "intends," "plans," "estimates," "anticipates" or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties, including, among others, risks inherent to the hospitality industry, macroeconomic factors beyond our control, competition for hotel guests and management and franchise contracts, risks related to doing business with third-party hotel owners, performance of our information technology systems, growth of reservation channels outside of our system, risks of doing business outside of the United States of America ("U.S.") and our indebtedness. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. We believe these factors include, but are not limited to, those described under "Part I—Item 1A. Risk Factors." These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this Annual Report on Form 10-K. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.


Terms Used and Basis of Presentation in this Annual Report on Form 10-K


Except where the context requires otherwise, references in this Annual Report on Form 10-K to "Hilton," "the Company," "we," "us" and "our" refer to Hilton Worldwide Holdings Inc., together with all of its consolidated subsidiaries. Except where the context requires otherwise, references to our "properties," "hotels" and "rooms""properties" refer to the hotels, resorts and timeshare properties that are managed, franchised, owned or leased by us. Of these properties, a portion are directly owned or leased by us, or joint ventures in which we have an interest, and the remaining properties are owned by third-party owners.while references to "hotels" excludes timeshare properties.


On January 3, 2017, we completed the spin-offs of a portfolio of hotels and resorts, as well as our timeshare business, into two independent, publicly traded companies: Park Hotels & Resorts Inc. ("Park") and Hilton Grand Vacations Inc. ("HGV"), respectively, (the "spin-offs"). The spin-offs were completed via a distribution to each of Hilton's stockholders of record, as of the close of business on December 15, 2016, of 100 percent of the outstanding common stock of each of Park and HGV. Each Hilton stockholder received one share of Park common stock for every five shares of Hilton common stock and one share of HGV common stock for every 10 shares of Hilton common stock. Hilton did not retain any interest in Park or HGV. BothHGV, but did enter into long-term management and franchise contracts with Park and HGV have their common stock listed on the New York Stock Exchange ("NYSE") under the symbols "PK" and "HGV," respectively. See "—Item 1A. Risk Factors" included elsewhere in this Annual Report on Form 10-K for additional information. This Annual Report on Form 10-K presents our business and results of operations as of and for the periods indicated, giving effect toportfolio of hotels and resorts held by it at the time of the spin-offs and a license agreement with HGV for the combined historical financial results of Park and HGV reflected as discontinued operations.timeshare business.

On January 3, 2017, we completed a 1-for-3 reverse stock split of Hilton's outstanding common stock (the "Reverse Stock Split"). The authorized number of shares of common stock was reduced from 30,000,000,000 to 10,000,000,000, and the authorized number of shares of preferred stock remained 3,000,000,000. All share and share-related information presented in this Annual Report on Form 10-K for periods prior to the Reverse Stock Split have been retrospectively adjusted to reflect the decreased number of shares resulting from the Reverse Stock Split.

HNA Tourism Group Co., Ltd. and certain of its affiliates are referred to herein as "HNA," and the Blackstone Group L.P. and certain of its affiliates are referred to herein as "Blackstone."


Reference to "Average Daily Rate" or "ADR" meansrepresents hotel room revenue divided by the total number of room nights sold infor a given period, and reference to "Revenue per Available Room" or "RevPAR" representsis calculated by dividing hotel room revenue divided by the total number of room nights available to guests for a given period. ReferencesReference to "Adjusted EBITDA" means earnings before interest expense, a provision for income taxes and depreciation and amortization, or "EBITDA," further adjusted to exclude certain items. Refer to "Part II—Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Key Business and Financial Metrics Used by Management" for additional information on these financial metrics.



Social Media

We use our website at newsroom.hilton.com, our Facebook page at facebook.com/hiltonnewsroom and our corporate Twitter account at twitter.com/hiltonnewsroom as channels of distribution of company information. The information we post through these channels may be deemed material. Accordingly, investors should monitor these channels, in addition to following our press releases, our filings with the U.S. Securities and Exchange Commission (the "SEC") and our webcasts. The contents of our website and social media channels are not, however, part of this report.

Item 1.  Business


Overview


Hilton is one of the largest and fastest growing hospitality companies in the world, with 5,2846,110 properties comprising 856,115971,780 rooms in 105119 countries and territories as of December 31, 2017.2019. For more than 100 years, Hilton has been an innovator in its industry, driven by the vision of our founder Conrad Hilton, "to fill the earth with the light and warmth of hospitality." Our premier brand portfolio includes: our luxury and lifestyle hotel brands, Waldorf Astoria Hotels & Resorts, LXR Hotels & Resorts, Conrad Hotels & Resorts and Canopy by Hilton; our full service hotel brands, Signia by Hilton, Hilton Hotels &
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Resorts, Curio - A Collection by Hilton, DoubleTree by Hilton, Tapestry Collection by Hilton and Embassy Suites by Hilton; our focused service hotel brands, Motto by Hilton, Hilton Garden Inn, Hampton by Hilton, Tru by Hilton, Homewood Suites by Hilton and Home2 Suites by Hilton; and our timeshare brand, Hilton Grand Vacations. In January 2020, we launched a new brand: Tempo by Hilton. See "—Our Brand Portfolio," for additional information. As of December 31, 2017,2019, we had approximately 71more than 103 million members in our award-winning guest loyalty program, Hilton Honors.


We operate our business through two operating segments:through: (i) a management and franchise;franchise segment and (ii) ownership. Eachan ownership segment, each of which is managed separately because of its distinct economic characteristics. The management and franchise segment includes all of the hotels we manage for third-party owners, as well as all franchised hotels operated or managed by someone other than us. As of December 31, 2017, this segment included 656 managed hotels, 4,507 franchised hotels and 48 timeshare resorts totaling 5,211 properties consisting of 833,909 rooms. Within this total are the 67 hotels with 35,406 rooms that were previously owned or leased by Hilton or unconsolidated affiliates of Hilton and, upon completion of the spin-offs, were owned or leased by Park or unconsolidated affiliates of Park. The management and franchise segment generates its revenue from: (i) management and franchise fees charged to third-party hotel owners; (ii) licenselicensing fees from HGV's 55 resorts, consisting of 8,916 rooms, and strategic partnerships for the exclusive right to use certain Hilton marks and intellectual property;property ("IP"); and (iii) affiliate fees charged tofor managing our owned and leased hotels. As of December 31, 2017,2019, this segment included 703 managed hotels and 5,287 franchised hotels consisting of 942,307 total rooms. As of December 31, 2019, the ownership segment included 73 properties65 hotels totaling 22,20620,557 rooms, comprising 6457 hotels that we wholly owned or leased, one hotel owned by a consolidated non-wholly owned entity, two hotels leased by consolidated variable interest entities ("VIEs") and sixfive hotels owned or leased by unconsolidated affiliates. For more information regarding our segments, see "Part II—Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Segment Results" and Note 18: "Business Segments" in "Part II—Item 8. Financial Statements and Supplementary Data."


In addition to our current hotel portfolio, we are focused on the growth of our business throughby expanding our share ofin the global lodginghospitality industry through our development pipeline. During the year ended December 31, 2017,2019, we opened nearly 108,000470 hotels consisting of more than 65,000 rooms, contributing to over 58,000 net rooms growth in our system during the year. Additionally, during the year ended December 31, 2019, more than 116,000 new rooms were approved for development and we opened 399 hotels consisting of over 59,000 rooms.added to our development pipeline. As of December 31, 2017,2019, we had a total of 2,257more than 2,570 hotels in our development pipeline that we expect to add as open hotels in our system, representing approximately 345,000over 387,000 rooms under construction or approved for development throughout 107116 countries and territories, including 3935 countries and territories where we do not currently have any open hotels. All of the rooms in the development pipeline are within our management and franchise segment. Over 182,000Additionally, of the rooms in the development pipeline, or more than half, are215,000 rooms were located outside the U.S. Additionally, over 174,000, and 193,000 rooms in the pipeline, or more than half, arewere under construction. We do not consider any individual development project to be material to us.


Overall, we believe that our experience in the hotelhospitality industry, which spans nearlymore than a century of highly focused customer service and entrepreneurship, evolvingand continues to evolve for the needstastes, preferences and demands of our customers;hotel guests; our strong, well-defined brands that operate throughout the lodginghospitality industry chain scales; and our commercial service offerings will continue to drive customer loyalty, including participation in our Hilton Honors guest loyalty program. We believe that satisfied customers will continue to provide strong overall hotel performance for us and our hotel owners and us and encourage further development of additional hotels under our brands and with both existing and new hotel owners, which further supports our growth and future financial performance. We believe that our existing portfolio and development pipeline, which will require minimal capital investment from us, putspositions us in a strong position to further improve our business, allocate capital effectively and serve our customers in the future.




3


Our Brand Portfolio


The goal of each of our brands is to deliver exceptional customer experiences and superior operating performance.

    December 31, 2017  
Brand(1)
 Chain Scale Countries/ Territories Properties Rooms Percentage of Total Rooms 
Selected Competitors(2)
 Luxury 12 27 9,579 1.1% Four Seasons, Mandarin Oriental, Peninsula, Ritz Carlton, St. Regis
 Luxury 24 34 10,709 1.3% 
Fairmont, Intercontinental,
JW Marriott, Park Hyatt, Sofitel
 Upper Upscale 2 2 287 —% 
Hyatt Centric, Joie De Vivre,
Kimpton, Le Méridien
 Upper Upscale 88 578 211,423 24.7% Hyatt Regency, Marriott, Renaissance, Sheraton, Sofitel, Westin
 Upper Upscale 15 48 10,548 1.2% 
Autograph Collection,
The Unbound Collection
 Upscale 41 520 123,773 14.5% Crowne Plaza, Delta, Holiday Inn, Hyatt, Radisson, Renaissance, Sheraton
 Upscale 1 4 467 0.1% Ascend Collection, Tribute Portfolio
 Upper Upscale 6 245 57,216 6.7% Courtyard, Hyatt Regency, Marriott, Renaissance, Sheraton
 Upscale 37 771 111,438 13.0% 
Aloft, Courtyard, Four Points,
Holiday Inn, Hyatt Place,
Springhill Suites
 Upper Midscale 21 2,338 237,334 27.7% 
Comfort Suites, Courtyard,
Fairfield Inn, Holiday Inn Express, Springhill Suites
 Midscale 1 9 911 0.1% 
Best Western, Comfort Inn & Suites,
La Quinta, Quality Inn, Sleep Inn
 Upscale 3 451 51,305 6.0% Element, Hyatt House, Residence Inn, Staybridge Suites
 Upper Midscale 2 204 21,015 2.5% Candlewood Suites, Hawthorn Suites, TownePlace Suites, WoodSpring Suites
 Timeshare 3 48 8,101 0.9% Hyatt Residence, Marriott Vacation Club, Vistana Signature Experiences, Wyndham Vacations Resorts
December 31, 2019
Brand(1)
Chain ScaleCountries/ TerritoriesPropertiesRoomsPercentage of Total Rooms
Selected Competitors(2)
hlt-20191231_g1.jpg
Luxury15  32  9,821  1.0%  Four Seasons, Mandarin Oriental, Peninsula, Ritz Carlton,
Rosewood Hotels & Resorts, St. Regis
hlt-20191231_g2.jpg
Luxury  617  0.1%  Leading Hotels of the World,
Legend Preferred Hotels & Resorts,
Small Luxury Hotels of The World,
The Luxury Collection
hlt-20191231_g3.jpg
Luxury22  39  12,550  1.3%  Fairmont, Intercontinental,
JW Marriott, Park Hyatt, Sofitel
hlt-20191231_g4.jpg
Upper Upscale 13  2,104  0.2%  25hours Hotels, Hyatt Centric,
Kimpton, Renaissance
hlt-20191231_g5.jpg
Upper Upscale—  —  —  —%  Fairmont, Grand Hyatt, JW Marriott
hlt-20191231_g6.jpg
Upper Upscale94  584  216,379  22.3%  Hyatt, Marriott, Sheraton, Westin
hlt-20191231_g7.jpg
Upper Upscale27  91  16,638  1.7%  Autograph Collection,
The Unbound Collection
hlt-20191231_g8.jpg
Upscale47  587  135,745  14.0%  Crowne Plaza, Delta, Holiday Inn, Radisson, Sheraton, Wyndham
hlt-20191231_g9.jpg
Upscale 31  4,156  0.4%  Tribute Portfolio
hlt-20191231_g10.jpg
Upper Upscale 257  59,712  6.1%  Hyatt Regency, Marriott, Sheraton, Westin
hlt-20191231_g11.jpg
Upper Midscale—  —  —  —%  CitizenM, Freehand, Generator,
Hoxton, Moxy, Yotel
hlt-20191231_g12.jpg
Upscale—  —  —  —%  AC Hotels, Cambria, Hotel Indigo
hlt-20191231_g13.jpg
Upscale49  862  126,086  13.0%  Aloft, Courtyard, Four Points,
Holiday Inn, Hyatt Place
hlt-20191231_g14.jpg
Upper Midscale30  2,544  266,933  27.5%  Comfort Suites, Courtyard,
Fairfield Inn, Holiday Inn Express, Springhill Suites
hlt-20191231_g15.jpg
Midscale 116  11,203  1.1%  Avid, Best Western, Comfort Inn & Suites,
La Quinta, Quality Inn, Sleep Inn
hlt-20191231_g16.jpg
Upscale 505  57,545  5.9%  Element, Hyatt House, Residence Inn, Staybridge Suites
hlt-20191231_g17.jpg
Upper Midscale 384  40,373  4.2%  Comfort Suites, TownePlace Suites
hlt-20191231_g18.jpg
Timeshare 55  8,916  0.9%   Bluegreen Vacations, Diamond Resorts, Holiday Inn Club Vacations, Marriott Vacations, Wyndham Destinations
____________
(1)
The table above excludes five unbranded properties with 2,009 rooms, representing approximately 0.2 percent of total rooms. HGV has the exclusive right to use our Hilton Grand Vacations brand, subject to the terms of a license agreement with us.
(2)
The table excludes lesser known regional competitors.

(1)The table above excludes seven unbranded properties with 3,002 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.
4


Waldorf Astoria Hotels & Resorts: What began as an iconic hotel in New York City is today aan extensive portfolio of 27 luxury hotels and resorts. Inresorts in landmark destinations around the world,world. Each Waldorf Astoria Hotels & Resorts reflect their locations, each providing the inspirational environmentsproperty provides a unique sense of place with a relentless commitment to personal service and personalized attention that are the source ofculinary expertise, enabling guests to create truly unforgettable moments. Properties typically includefeature elegant spa and wellness facilities; high-endbest in class bars and restaurants; golf courses (atat select resort properties);properties; 24-hour room service; fitness centers; impressive meeting and business centers; meeting,events capabilities; wedding and banquet facilities; and special event and concierge services.


LXR Hotels & Resorts: Found in some of the world's most alluring locations, LXR Hotels & Resorts immerse guests in truly profound travel experiences. LXR connects legendary luxury properties into a network of hotels offering singular service and remarkable experiences.

Conrad Hotels & Resorts: Conrad is a global luxury brand of 34 hotels and resorts offering guests personalized experiencesservice and style on their own terms—all while connecting with sophisticated, locally inspired surroundingsthe local and an intuitive service model based on customizationglobal culture. Conrad has created a seamless connection between contemporary design, leading innovation and control, as demonstrated bycurated art to inspire the Conrad Concierge mobile application that enables guest controlentrepreneurial spirit of on-property amenities and services.the globally connected traveler. Properties typically includefeature convenient and relaxing spa and wellness facilities; enticinginnovative bars and restaurants; comprehensive room service; fitness and business centers; multi-purpose meetingmeeting/business facilities; and special event and concierge services.


Canopy by Hilton: Canopy by Hilton representsis an energizing newlifestyle hotel in the neighborhood offering simple, guest-directed service,settings. Our guests are explorers who seek uncomplicated comfort, thoughtful details, an energizing atmosphere and a uniquely local choices and comfortable spaces.experience. Each property is designed as a natural extension of its neighborhood, with local design, food and drink and culture. Asculture delivering an authentic neighborhood experience with a boutique hotel feel.

Signia by Hilton: Signia by Hilton is our premier meetings-and-events brand positioned at the top of December 31, 2017, Canopy had two properties openthe upper upscale category. It provides guests with best-in-class experiences in top urban and 30 properties inresort destinations around the pipeline.world. Signia by Hilton has been developed to attract highly sought after larger convention group and transient business customers who are looking for a hotel focused on modern design, technology and premium culinary and wellness offerings that are associated with a prestigious global brand.


Hilton Hotels & Resorts: For more than 100 years, Hilton is our globalHotels & Resorts, Hilton’s flagship brand and one of the most globally recognized hotel brands, with 578has set the benchmark for hospitality around the world, providing new product innovations and services to meet guests' evolving needs. With 584 hotels and resorts in 88 countries and territories across six continents.continents, Hilton Hotels & Resorts properties are located in the world’s most sought-after destinations for guests who know that where they stay matters. The brand primarily serves business and leisure upper upscale travelers and meeting groups. Hilton hotelsHotels & Resorts are full service hotelsproperties that typically includeoffer advanced meeting wedding and banquet facilitiesevent spaces and special event services; trend-forward restaurants, lobby bars and lounges; food and beverage services; swimming pools; gift shops; retailgrab-and-go options; mindful fitness/wellness facilities; and other services. Additionally, Hilton Hotels & Resorts was voted the favorite hotel chain in the 2018 Globe Travel Awards.


Curio – A Collection by Hilton: Curio – A Collection by Hilton is an upper upscale, global portfolio of hotels and resorts created for travelers who seekseeking local discovery and one-of-a-kind experiences. CurioEach property within the collection is made up of a collection of hand-picked hotels that retain theirfor its unique identity but are able to leverageor story and features elevated food and beverage experiences, while leveraging the many benefits of Hilton, including the Hilton global platform, including our common reservation and customer care service andaward-winning Hilton Honors guest loyalty program. As of December 31, 2017, Curio had 48 properties open and 59 properties in the pipeline.


DoubleTree by Hilton: DoubleTree by Hilton is ana fast-growing, global portfolio of upscale full service hotel designedhotels. Over the past 50 years, DoubleTree has maintained its philosophy that it's the little things that make a big difference, from welcoming guests with its signature, warm DoubleTree cookie to provide true comfortserving the local community. Thanks to today’sthe dedication of its employees, DoubleTree by Hilton invites business and leisure travelers. DoubleTree's 520 hotelstravelers in key economic centers and resorts are united bytourist spots to experience the brand’s CARE ("Creating a Rewarding Experience") culturecomfortable and its iconic warm chocolate chip cookie served at check-in. DoubleTree’s diverse portfolio includes historic icons, small contemporary hotels, resortsaccommodations and large urban hotels.amenities, including unique food and beverage experiences, state-of-the-art fitness offerings and meetings and event spaces.


Tapestry Collection by Hilton: Tapestry Collection by Hilton our newest brand, is a curated portfolio of upscale, unique hotels that caters to guests seeking original hotels inand authentic experiences. Every Tapestry Collection property has its own unique style, while giving travelers the upscale hotel segment that have recognizable features distinct to each hotel. Tapestry guests are looking for new experiences and choose to stay where they can expect to never see the same thing twice. Travelers can book an independent and reliable stay with confidence knowing these hotels are backed byreliability of the Hilton name, andin addition to the award winningbenefits of the award-winning Hilton Honors guest loyalty program. In May 2017, the first Tapestry Collection by Hilton opened in Syracuse, New York, just four months after the brand's launch. As of December 31, 2017, Tapestry Collection by Hilton had four properties open and 24 properties in the pipeline.


Embassy Suites by Hilton: Embassy Suites by Hilton comprises 245is the upper upscale all-suite hotelsall-suites hotel brand that featuredelivers inclusive value. All guests are welcomed with spacious two-room guest suites with a separate living roomareas to work and dining or work area, a complimentary cooked-to-orderplay, plus free made-to-order breakfast daily and complimentary evening receptionsdrinks and snacks every night. Embassy Suites’ bundled pricing ensures that

Motto by Hilton: Motto by Hilton is a micro-hotel with an urban vibe in prime global locations. Motto caters to travelers looking for value and one-of-a-kind experiences by bringing together the best elements of a lifestyle hotel—efficient guest
5


rooms, activated social spaces, centrally located destinations and locally inspired design and food & beverage. At its core, Motto delivers a flexible and innovative hospitality experience through elements like first-of-its-kind linking rooms for group travel and vibrant communal spaces for work and social use by guests receive alland locals alike. As of December 31, 2019, Motto by Hilton had 10 hotels in the pipeline, with the first opening expected within the next year.

Tempo by Hilton: Tempo by Hilton is a new, approachable lifestyle hotel brand dedicated to exceeding the expectations of an emerging, and discerning, class of traveler: the modern achiever. Pioneering a new hospitality category, Tempo by Hilton offers accommodations thoughtfully designed to help guests relax and recharge; inspiring public spaces, including an open lobby concept with dedicated spaces to relax, work, and dine; and elevated, yet approachable, culinary options, including the brand’s signature coffee & tea fuel bar, a casual breakfast café and an inviting bar experience. Additional amenities our properties have to offer at a single price.include state-of-the-art fitness facilities and programs and flexible meeting and working spaces.


Hilton Garden Inn: Hilton Garden Inn is ouran award-winning upscale brand with 771 hotels worldwide. At Hilton Garden Inn,where guests find an open, inviting atmosphere with warm, glowing service and simple, thoughtful touches that allow them to relax and recharge. As a recognized leader in food and beverage services, Hilton Garden Inn caters to guests' dining needs by serving cooked-to-order breakfast and offering handcrafted cocktails, shareable small plates and full meals at its on-site restaurants and bars. Flexible meeting space, free Wi-Fi, wireless printing and fitness centers are offered to help guests stay polished and productive.


Hampton by Hilton: Hampton by Hilton is our moderately priced, upper midscale hotellargest brand, with limited foodboth Hampton Inn and beverage facilities. The Hampton by Hilton brand also includes Hampton Inn & Suites hotels which offer both traditional hotel roomslocated in 30 countries and suite accommodations within one property. Across our over 2,300 Hamptonsterritories across four continents. Recognized as the leading upper midscale brand in the lodging industry, Hampton has been ranked the #1 lodging brand to franchise by Entrepreneur for 11 consecutive years. Hampton by Hilton hotels around the world provide guests receive freehigh-quality and thoughtfully designed accommodations, award-winning customer service and value-added amenities—like complimentary hot breakfast with healthy options and free high-speed internet access, access—all for a great price and all supportedbacked by the 100% Hampton Guarantee.


Tru by Hilton: Tru by Hilton is a newgame-changing hotel brand designed to be a game changer in the midscale segment. Tru was built from a belief that being cost conscious and having a great stay do notwhere guests don't have to be mutually exclusive. By focusing on the brand's three key tenets ofcompromise between a consistent, fun and affordable hotel stay. Spirited, simplified spirited and grounded in value, every detail of the property is crafted for operational efficiency and to drive increased guest satisfaction - from the activated, open lobby to the efficiently designed bedrooms. In May 2017, the first Tru by Hilton property opened in Oklahoma City. As of December 31, 2017, Tru had nine properties openis designed for cross-generational appeal, with a large, reimagined public space where guests can work, play, lounge and 284 properties ineat. Efficiently designed modern guestrooms feature a rolling desk, oversized windows for natural light and bright, spacious bathrooms. Guests can enjoy complimentary amenities, including a build-your-own "Top It" hot breakfast with both healthy and indulgent items and more than 35 toppings, a multifunctional fitness center and fast Wi-Fi. Premium snacks, light meal options and single-serve wine and beer are available for purchase at the pipeline.24/7 Eat. & Sip. market.


Homewood Suites by Hilton: Homewood Suites by Hilton is ourthe upscale extended-stay hotel brand that features residential style accommodations including business centers, swimming pools, convenience stores and limited meeting facilities. These 451 hotels providedelivers the touches, familiarity and comforts of home so that extended-stay travelers can feel at home onhome. Every room is a spacious suite featuring a fully equipped kitchen—suitable for stays of any length. A free, full hot breakfast is served daily, along with complimentary drinks and bites in the road.evenings.


Home2 Suites by Hilton: Home2 Suites by Hilton is our upper midscalean innovative, all-suite extended-stay hotel that provides athoughtfully designed for savvy, sophisticated and cost-conscious travelers. Guests can enjoy the freedom and flexibility of modern and savvy option to budget conscious extended-stay travelers. Offering innovative suites with contemporary designmovable furniture, multi-purpose public spaces and cutting-edge technology,impressive extras including complimentary breakfast and saline pools. Whether staying a few months or a few nights, we strive to ensure that our guests are comfortable and productive, whether theyproductive. Furry family members are staying a few days or a few months. Each of the brand's 204 open hotels offer complimentary continental breakfast, integrated laundry and exercise facility, recycling and sustainability initiatives and a pet-friendly policy. As of December 31, 2017, 387 properties werealso welcome in the pipeline.our pet friendly environment.


Hilton Grand Vacations: Hilton Grand Vacations is our timeshare brand. Ownership of a deeded real estate interest with club membership points provides members with a lifetime of vacation advantages and the comfort and convenience of residential-style resort accommodations in select, renowned vacation destinations. Each of the 48 Hilton Grand Vacations properties provides a distinctive setting, while signature elements remain consistent, such as high-quality guest service, spacious units and extensive on-property amenities.


Our Guest Loyalty Program


Hilton Honorsis our award-winning guest loyalty program that supports our portfolio of brands at our managed, franchised, owned and our owned, leased managed and franchised hotels and resorts. The program generates significant repeat business by rewarding guests with points for each stay at anynearly all of our nearly 5,300 properties, worldwide, which are then redeemable for free nights and other goods and services. Members can also use points earned to transact with nearly 13070 partners, including airlines, rail and car rental companies, credit card providers, Amazon.com and others. The program provides targeted marketing, promotions and customized guest experiences to approximately 71more than 103 million members, a 2021 percent increase from December 31, 2016. Our Hilton Honors members represented approximately 57 percent of our system-wide occupancy and contributed hotel-level revenues to us and our hotel owners of over $19 billion during the year ended December 31, 2017.2018. Affiliation with our loyalty programs encourages members to allocate more of their travel spending to our hotels. The percentage of travel spending we
6


capture from loyalty members increases as they move up the tiers of our program. The program is funded by contributions from eligible revenues generated by Hilton Honors members and collected by us from hotels and resorts in our system. These funds are applied to reimburse hotels and partners for Hilton Honors points redemptions by loyalty members and to pay for program administrative expenses and marketing initiatives that support the program.




7


Our Business


As of December 31, 2017,2019, our system included the following properties and rooms, by type, brand and region:

Owned / Leased(1)
 Managed Franchised Total
Owned / Leased(1)
ManagedFranchisedTotal
Properties Rooms Properties Rooms Properties Rooms Properties RoomsPropertiesRoomsPropertiesRoomsPropertiesRoomsPropertiesRooms
Waldorf Astoria Hotels & Resorts               Waldorf Astoria Hotels & Resorts
U.S.1
 215
 12
 5,451
 
 
 13
 5,666
U.S.—  —  14  5,965  —  —  14  5,965  
Americas (excluding U.S.)
 
 1
 142
 1
 984
 2
 1,126
Americas (excluding U.S.)—  —   257  —  —   257  
Europe2
 463
 4
 898
 
 
 6
 1,361
Europe 463   898  —  —   1,361  
Middle East and Africa
 
 3
 703
 
 
 3
 703
Middle East and Africa—  —   1,224  —  —   1,224  
Asia Pacific
 
 3
 723
 
 
 3
 723
Asia Pacific—  —   1,014  —  —   1,014  
LXR Hotels & ResortsLXR Hotels & Resorts
Americas (excluding U.S.)Americas (excluding U.S.)—  —  —  —   76   76  
EuropeEurope—  —   307  —  —   307  
Middle East and AfricaMiddle East and Africa—  —  —  —   234   234  
Conrad Hotels & Resorts               Conrad Hotels & Resorts
U.S.
 
 4
 1,287
 1
 319
 5
 1,606
U.S.—  —   2,211   228   2,439  
Americas (excluding U.S.)
 
 2
 402
 1
 294
 3
 696
Americas (excluding U.S.)—  —   402  —  —   402  
Europe
 
 4
 1,155
 
 
 4
 1,155
Europe—  —   1,155  —  —   1,155  
Middle East and Africa1
 614
 3
 1,076
 
 
 4
 1,690
Middle East and Africa 614   993  —  —   1,607  
Asia Pacific1
 164
 15
 4,630
 2
 768
 18
 5,562
Asia Pacific 164  21  6,129   654  23  6,947  
Canopy by Hilton               Canopy by Hilton
U.S.
 
 
 
 1
 175
 1
 175
U.S.—  —  —  —   1,312   1,312  
Europe
 
 
 
 1
 112
 1
 112
Europe—  —  —  —   263   263  
Middle East and AfricaMiddle East and Africa—  —   200  —  —   200  
Asia PacificAsia Pacific—  —   329  —  —   329  
Hilton Hotels & Resorts               Hilton Hotels & Resorts
U.S.
 
 65
 48,048
 179
 54,319
 244
 102,367
U.S.—  —  64  47,088  178  54,792  242  101,880  
Americas (excluding U.S.)1
 405
 25
 9,235
 17
 5,469
 43
 15,109
Americas (excluding U.S.) 405  26  9,455  21  7,096  48  16,956  
Europe55
 14,935
 54
 16,359
 33
 9,430
 142
 40,724
Europe50  13,919  43  14,246  42  11,355  135  39,520  
Middle East and Africa5
 1,998
 44
 13,427
 2
 605
 51
 16,030
Middle East and Africa 1,998  42  13,482   1,609  50  17,089  
Asia Pacific7
 3,412
 84
 30,955
 7
 2,826
 98
 37,193
Asia Pacific 2,994  97  35,341   2,599  109  40,934  
Curio - A Collection by Hilton               
Curio Collection by HiltonCurio Collection by Hilton
U.S.
 
 4
 1,981
 26
 5,694
 30
 7,675
U.S.—  —   2,485  44  8,805  50  11,290  
Americas (excluding U.S.)
 
 
 
 7
 1,271
 7
 1,271
Americas (excluding U.S.)—  —   99   1,213  11  1,312  
Europe
 
 2
 189
 6
 764
 8
 953
Europe—  —   520  15  1,694  20  2,214  
Middle East and Africa
 
 1
 201
 
 
 1
 201
Middle East and Africa—  —   445   356   801  
Asia Pacific
 
 2
 448
 
 
 2
 448
Asia Pacific—  —   773   248   1,021  
DoubleTree by Hilton               DoubleTree by Hilton
U.S.
 
 37
 12,241
 301
 71,450
 338
 83,691
U.S.—  —  32  10,864  328  76,207  360  87,071  
Americas (excluding U.S.)
 
 4
 809
 21
 4,351
 25
 5,160
Americas (excluding U.S.)—  —   306  31  6,192  33  6,498  
Europe
 
 11
 2,915
 81
 13,984
 92
 16,899
Europe—  —  13  3,349  97  16,434  110  19,783  
Middle East and Africa
 
 10
 2,350
 4
 488
 14
 2,838
Middle East and Africa—  —  12  3,164   718  18  3,882  
Asia Pacific
 
 49
 14,220
 2
 965
 51
 15,185
Asia Pacific—  —  63  17,439   1,072  66  18,511  
Tapestry Collection by Hilton               Tapestry Collection by Hilton
U.S.
 
 
 
 4
 467
 4
 467
U.S.—  —  —  —  29  3,966  29  3,966  
Americas (excluding U.S.)Americas (excluding U.S.)—  —  —  —   190   190  
Embassy Suites by Hilton               Embassy Suites by Hilton
U.S.
 
 44
 11,568
 193
 43,659
 237
 55,227
U.S.—  —  42  11,115  207  46,594  249  57,709  
Americas (excluding U.S.)
 
 3
 667
 5
 1,322
 8
 1,989
Americas (excluding U.S.)—  —   667   1,336   2,003  
Hilton Garden Inn               Hilton Garden Inn
U.S.
 
 4
 430
 634
 87,739
 638
 88,169
U.S.—  —   425  682  94,423  686  94,848  
Americas (excluding U.S.)
 
 8
 1,084
 36
 5,594
 44
 6,678
Americas (excluding U.S.)—  —  11  1,561  42  6,533  53  8,094  
Europe
 
 21
 3,870
 38
 6,230
 59
 10,100
Europe—  —  21  3,940  55  9,181  76  13,121  
Middle East and Africa
 
 7
 1,574
 
 
 7
 1,574
Middle East and Africa—  —  15  3,272   271  17  3,543  
Asia Pacific
 
 23
 4,917
 
 
 23
 4,917
Asia Pacific—  —  30  6,480  —  —  30  6,480  
Hampton by Hilton               Hampton by Hilton
U.S.
 
 47
 5,806
 2,097
 204,936
 2,144
 210,742
U.S.—  —  38  4,697  2,193  215,477  2,231  220,174  
Americas (excluding U.S.)
 
 13
 1,677
 89
 10,651
 102
 12,328
Americas (excluding U.S.)—  —  13  1,685  101  12,182  114  13,867  
Europe
 
 15
 2,439
 52
 8,016
 67
 10,455
Europe—  —  18  2,956  69  10,710  87  13,666  
Middle East and AfricaMiddle East and Africa—  —   723  —  —   723  
Asia Pacific
 
 
 
 25
 3,809
 25
 3,809
Asia Pacific—  —  —  —  109  18,503  109  18,503  
Tru by Hilton               Tru by Hilton
U.S.
 
 
 
 9
 911
 9
 911
U.S.—  —  —  —  115  11,113  115  11,113  
Americas (excluding U.S.)Americas (excluding U.S.)—  —  —  —   90   90  
Homewood Suites by Hilton               Homewood Suites by Hilton
U.S.
 
 21
 2,241
 410
 46,786
 431
 49,027
U.S.—  —  12  1,240  468  53,442  480  54,682  
Americas (excluding U.S.)
 
 3
 358
 17
 1,920
 20
 2,278
Americas (excluding U.S.)—  —   406  22  2,457  25  2,863  
Home2 Suites by Hilton               Home2 Suites by Hilton
U.S.
 
 
 
 201
 20,698
 201
 20,698
U.S.—  —   313  374  39,307  377  39,620  
Americas (excluding U.S.)
 
 
 
 3
 317
 3
 317
Americas (excluding U.S.)—  —  —  —   753   753  
Other
 
 4
 1,759
 1
 250
 5
 2,009
Other—  —   1,995   1,007   3,002  
Lodging73
 22,206
 656
 208,235
 4,507
 617,573
 5,236
 848,014
HotelsHotels65  20,557  703  221,615  5,287  720,692  6,055  962,864  
Hilton Grand Vacations
 
 
 
 48
 8,101
 48
 8,101
Hilton Grand Vacations—  —  —  —  55  8,916  55  8,916  
Total73
 22,206
 656
 208,235
 4,555
 625,674
 5,284
 856,115
Total65  20,557  703  221,615  5,342  729,608  6,110  971,780  
____________
(1)
Includes properties owned or leased by entities in which we own a noncontrolling interest.

(1)Includes hotels owned or leased by entities in which we own a noncontrolling financial interest.
We operate our business under a management and franchise segment and an ownership segment. For more information regarding our segments, see "Part II—Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations" and Note 19: "Business Segments" in "Part II—Item 8. Financial Statements and Supplementary Data."

8


Management and Franchise


Through our management and franchise segment, weWe manage hotels and license our brands.brands through our management and franchise segment. This segment generates its revenue primarily from fees charged to hotel owners.owners, as well as from fees associated with license agreements. We grow our management and franchise business by attracting owners to become a part of our system and participate in our commercial services to support their hotel properties. These contracts require little or no capital investment to initiate on our part and provide significant return on investment for us as fees are earned.


Hotel Management


Our core management services consist of operating hotels under management contracts for the benefit of third parties who either own or lease the hotels and the associated personal property. Terms of our management contracts vary, but our fees generally consist of a base management fee, which is typically based on a percentage of the hotel’s monthly gross revenue, and, when applicable, an incentive management fee, which is typically based on a percentage of hotelthe hotel's operating profits.profits and may be subject to a stated return threshold to the owner, normally over a one-calendar year period. In general, the owner pays all operating and other expenses and reimburses our out-of-pocket expenses. In turn, our managerial discretion typically is subject to approval by the owner in certain major areas, including the approval of annual operating and capital expenditure budgets. Additionally, the owners generally pay a monthly program fee based on a percentage of the underlying hotel's gross room revenue,sales or other usage, fees, which covers the costs ofof: (i) advertising and marketing programs; the costs of(ii) internet, technology and reservation systems; and (iii) quality assurance program expenses. Owners are also responsible for various other fees and charges, including payments for participation in our Hilton Honors guest loyalty program, training, consultation and procurement of certain goods and services. As of December 31, 2017,2019, we managed 656703 hotels with 208,235221,615 rooms, excluding hotels included in our owned, leased and joint venture hotels.ownership segment.


The initial terms of our management contracts for full service hotels are typically 20 to 30 years. In certain cases, we are both the franchisor and manager of the hotel, when we have enteredenter into a franchise contract in addition to a management contract, and we classify these hotelsthe hotel as managed hotels in our portfolio. Extension options for our management contracts are negotiated and vary, but typically are more prevalent in full service hotels. Typically,Generally, these contracts contain one or two extension options that are for either five or 10 years and can be exercised at our or the other party’shotel owner's option or by mutual agreement. In the case of our management contracts with Park, assuming we exercise all renewal periods, the total term of the management contracts will range from 30 to 70 years.


Some of our management contracts provide early termination rights to hotel owners upon certain events, including the failure to meet certain financial or performance criteria. Performance test measures typically are based upon the hotel’s performance individually and/or in comparison to specified competitive hotels. We often have a cure right by paying an amount equal to the performance shortfall over a specified period, although in some cases our cure rights are limited.


Franchising


We license our brand names, trademarks and service marks and operating systems to hotel owners under franchise contracts. We do not own, manage or operate franchised hotelsproperties and do not employ the individuals working at these locations. We conduct periodic inspections to ensure that brand standards that we establish are maintained. For newnewly franchised hotels, (bothincluding both new construction and conversions of existing hotels from other brands),brands, we approve the location, as well as the plans for the facilities to ensure the hotels meet our brand standards. For existing franchised hotels, we provide franchisees with product improvement plans that must be completed to keep the hotels in compliance with our brand standards, so that they can remain in our hotel system. Occasionally, we may have a franchise contract and a management contract in place at the same property, in which case we are both the franchisor and the manager of that property. We also earn license fees from a license agreement with HGV and co-brand credit card arrangements for the use of certain Hilton marks and intellectual property. As of December 31, 2017, we franchised 4,555 properties with 625,674 rooms.IP.


Each franchisee pays us a franchisean application, initiation or other fee in conjunction with the inception of a franchise contract. Franchisees also pay a royalty fee, generally based on a percentage of the hotel’s monthly gross room revenue and, in some cases, a percentage of gross food and beverage revenue.revenues and other revenues, as applicable. Additionally, the franchisees generally pay a monthly program fee based on a percentage of the underlying hotel's gross room revenue thatsales or usage, which covers the costs of certainof: (i) advertising and marketing programs,programs; (ii) internet, technology and reservation systems,systems; and (iii) quality assurance programs (among other things) that benefit the brand.program expenses. Franchisees are also are responsible for various other fees and charges, including payments for participation in our Hilton Honors guest loyalty program, training, consultation and procurement of certain goods and services. As of December 31, 2019, we franchised 5,342 properties with 729,608 rooms.


Our franchise contracts for new construction hotels and our franchise contracts with Park typically have initial terms of approximately 20 years. Our franchise contractsyears for convertednew hotels have initial terms ofand approximately 10 to 20 years.years for hotels converting from brands outside our system. At the expiration of the initial term, we may have a contractual right or obligation to relicense the hotel to the franchisee for an additional term ranging from 10 to 15 years. Our franchise contracts with Park cannot be extended without our consent. We have the right to terminate a franchise contract upon specified events of default, including nonpayment of fees or noncompliance with brand
9


standards. If a franchise contract is terminated by us because of a franchisee’s default, the franchisee is contractually required to pay us liquidated damages. We have no legal responsibility for the employees or the liabilities associated with operating franchised properties.


Ownership


As of December 31, 2017, our ownership segment consisted of 73 hotels with 22,206 rooms that we owned or leased or that are owned or leased by entities in which we own a noncontrolling interest. As a hotel owner and lessee, we focus on maximizing the cost efficiency and profitability of the portfolio by, among other things, maximizing hotel revenues, implementing new labor management practices and systems and reducing fixed costs. Through our disciplined approach to hotel and asset management, we develop and execute on strategic plans for each of our hotels to enhance their marketcompetitive position and, at many of our hotels, we invest in renovating guest rooms and public spaces and adding or enhancing meeting and retail space to improve profitability. As of December 31, 2019, our ownership segment consisted of 65 hotels with 20,557 rooms that we owned or leased or that are owned or leased by entities in which we own a noncontrolling financial interest.


Corporate Responsibility

The success of our business is linked to our ability to operate and grow sustainably. As one of the world’s largest hotel companies, we have a responsibility to protect our communities and our planet, so destinations remain vibrant and resilient for generations of travelers to come. We work to drive positive social and environmental change across our operations, our supply chain and our communities.

Travel with Purpose, our corporate responsibility strategy, is our commitment to drive responsible travel and tourism globally. We have committed to double our investment in social impact and cut our environmental impact in half by 2030 (the "2030 Goals"). Our strategy and our 2030 Goals were developed by mapping and ranking the social and environmental issues that are affected by our business and are critical to our long-term success. We engage with stakeholders on an ongoing basis to identify interests and concerns to continuously inform and enhance our strategy.

Travel and tourism plays an important role in helping the international community achieve the global Sustainable Development Goals ("SDGs") adopted by the United Nations in 2015. Our corporate responsibility strategy and actions, which align with the SDGs, are designed to address issues important to our business and help ensure that there will be sufficient natural resources and thriving communities in the future to sustain our growth. We use LightStay, our proprietary and award-winning corporate responsibility performance management platform, to measure our social and environmental impact, including, but not limited to, volunteer hours, in-kind donations, local partnerships and energy, water and waste management. Use of LightStay is a global brand standard required across Hilton’s entire system of hotels and corporate offices.

Hilton recognizes climate change to be a critical business risk, and we are committed to reducing our carbon emissions in line with climate science. We were the first hospitality brand to set science-based carbon reduction targets, which were verified by the Science Based Targets initiative ("SBTi") in May 2018.
In 2019, Hilton was named the global industry leader on the Dow Jones Sustainability Indices, demonstrating industry leadership across economic, social and environmental pillars. We were also named to the global environmental impact nonprofit CDP's 2019 "A-List" for climate change, recognizing our actions to cut emissions, mitigate climate risk and contribute to the low-carbon economy.

In 2019, we launched The Hilton Effect Foundation (the "Foundation") with the mission to create a better world to travel by investing in organizations and people that have a positive impact on the communities Hilton serves. The Foundation is our primary international philanthropic arm, supporting efforts that help us meet our 2030 Goals. During the year, the Foundation announced its first 15 grant recipients, funding programs around the globe that are creating opportunities for youth, aiding in disaster recovery and supporting water stewardship and sustainability. The Foundation is a nonprofit established in the United States and is registered as a 501(c)(3) charitable organization.

Social Impact

We use our global presence as an engine of opportunity, focusing on positively impacting human rights, inclusive growth and our communities as we work towards our goal to double our social impact investment by 2030.

We are committed to an environment free of any form of discrimination or harassment, and we require all of our employees to complete trainings on our Code of Conduct, which embraces our values and states that we will not tolerate any form of
10


discrimination or harassment on the basis of any characteristic protected by law. As reflected in our Code of Conduct, any behavior, communication or other conduct that creates an environment that is intimidating, offensive or hostile is unacceptable. To combat human trafficking, we require all hotel-based employees to complete an annual training on identifying signs of trafficking. We also partner with expert organizations, including ECPAT, Vital Voices and It’s a Penalty, to help prevent and mitigate such risks, including at an industry level through the International Tourism Partnership, World Travel and Tourism Council, American Hotel & Lodging Association and UK Stop Slavery Hotel Industry Network. We developed the industry’s first tailored training on Risks of Modern Slavery in Labor Sourcing and made this training freely available to the public in 2019 via the International Tourism Partnership. In 2019, we once again received a 100 percent rating in the Corporate Equality Index from the Human Rights Campaign.

This year, we exceeded our goal to open doors for 1 million young people by the end of 2019 by connecting with, preparing or employing them through global partnerships, talent pipeline and local activations. We continue to promote inclusive growth to generate participation in and benefits from travel and tourism for our customers, owners and team members. Through our Operation: Opportunity initiative, we have hired more than 30,000 veterans in the U.S. since 2013. In collaboration with partners like Project SEARCH and Foxes Academy (UK), we offer young people with disabilities skills training and opportunities for success in integrated, competitive employment. As members of the Tent Partnership for Refugees, we have impacted nearly 11,000 refugees since 2015 through volunteering, in-kind donations, purchasing, training and employment. We also create opportunities through our value chain, and we are working to double our sourcing spend from local, small and medium-sized enterprises and minority-owned suppliers. We support nearly 3,500 women-, minority-, veteran-, disabled- and LGBT-owned businesses through our purchasing operations in the U.S.

We continually seek to create a positive impact in the communities in which we operate. In 2019, employees from 107 countries and territories volunteered nearly 550,000 hours. Additionally, since 2014, we have raised over $3.2 million to support disaster relief campaigns for our employees around the world.

Environmental Impact

We are committed to cutting our environmental footprint in half by 2030, through energy and carbon management, water stewardship, waste reduction and responsible sourcing. In 2019, we maintained our portfolio-wide certification to ISO 9001 (Quality Management), ISO 14001 (Environmental Management) and ISO 50001 (Energy Management) standards, one of the largest ISO certified portfolios of buildings in the world. Also in 2019, our LightStay corporate responsibility management system achieved Global Sustainable Tourism Council Recognized Standard status, the first major hotel company to receive this recognition.

We continue to focus on reducing carbon emissions in line with our science-based targets and driving water stewardship and responsible sourcing in our operations and value chain. In 2019, we also focused heavily on our waste reduction efforts. We implemented a global ban on plastic straws, cocktail picks and stir sticks at all hotels globally, and we are continuing our transition from individual bath toiletries to full-size dispensers. In 2019, we announced the expansion of our soap recycling program to 5,300 hotels globally, and we also announced the implementation of our food waste reduction program in our Americas region and the expansion of Hilton’s food donation initiative to all managed hotels across the U.S. and Canada.

We continued to work with our environmental partner, World Wildlife Fund, to evolve our environmental strategy and implement our programs globally.

We have achieved the following reductions in environmental impact since 2008:

Percent Reduction Achieved Since 2008(1)
Reduction in water consumption per square meter(2)
22 %
Reduction in landfilled waste per square meter(2)
44 
Reduction in carbon dioxide emissions per square meter(2)
36 
Energy consumption per square meter(2)
26 
____________
(1)Reflects data that has been certified by an independent third party as of December 31, 2019.
(2)Reflects performance across Hilton's managed, owned and leased hotels, which totaled approximately 23.9 million square meters as of December 31, 2019.

11


The following table reflects the key sustainability metrics for our managed, owned and leased properties, as well as recommendations of the Sustainability Accounting Standards Board within their Hotel & Lodging and Restaurant Standards:

Year Ended December 31,
Metric201920182017
Energy Management
Total energy consumed, in gigajoules per square meter(1)
1.031.061.08
Percent total energy from grid electricity53.854.048.8
Carbon Emissions
Total emissions (Scope 1 and 2), in metric tons CO2e per square meter(1)(2)
0.1010.1040.107
Water Management
Amount withdrawn, in cubic meters per square meter(1)
2.352.422.46
Amount consumed, in cubic meters per square meter(1)
0.5860.6050.615
Percent in regions with high or extremely high baseline water stress(3)
323333
Waste Management(4)
Amount generated, in metric tons per square meter(1)
0.00800.00840.0087
Percent diverted from landfills34.833.432.0
____________
(1)Absolute consumption presented in the following table increased as a result of an 11.7 percent increase in the total floor area of Hilton's managed, owned and leased properties, from 21.4 million square meters as of December 31, 2017 to 23.9 million square meters as of December 31, 2019:

Year Ended December 31,
201920182017
Total energy consumed, in million gigajoules24.624.223.1
Direct emissions (Scope 1), in million metric tons CO2e
0.480.530.51
Indirect emissions (Scope 2), in million metric tons CO2e(2)
1.931.851.79
Water withdrawn, in million cubic meters (m3)
56.155.452.6
Water consumed, in million cubic meters (m3)
14.013.813.4
Waste generated, in million metric tons0.1920.1920.185

(2)Scope 2 location-based emissions as defined by The Greenhouse Gas Protocol: A Corporate Accounting and Reporting Standard (Revised Edition).
(3)As defined by the World Resources Institute ("WRI").
(4)Approximately 41 percent of total waste is estimated to be food waste, based on a sample of approximately 50 food waste reduction pilots worldwide. Hilton continues to refine its food waste reporting in alignment with the WRI's Food Loss and Waste Protocol.

Competition


We encounter active and robust competition as a hotel residential and resort manager, franchisor owner and developer.owner. Competition in the hotel and lodginghospitality industry generally is based on the attractiveness of the facility; location; level of service; quality of accommodations; amenities; food and beverage options and outlets; public and meeting spaces and other guest services; consistency of service; room rate; brand reputation; and the ability to earn and redeem loyalty program points through a global system. Our properties and brands compete with other hotels, resorts, motels, inns and innsother accommodation rental services in their respective geographic markets or customer segments, including facilities owned by local interests, individuals, national and international chains, institutions, investment and pension funds and real estate investment trusts ("REITs"). We believe that our position as a multi-branded manager, franchisor and owner of hotels with an associated system-wide guest loyalty and commercial platform helps us succeedcontinue to maintain our position as one of the largest and most geographically diverse lodginghospitality companies in the world.


Our principal competitors include other branded and independent hotel operating companies, national and international hotel brands and ownership companies, including hotel REITs.companies. While local and independent brand competitors vary, on a global scale, our primary competitors are firms such as Accor S.A., Carlson Rezidor Group, Choice Hotels International, Hongkong and Shanghai Hotels, Hyatt Hotels Corporation, Intercontinental Hotel Group, Marriott International, Radisson Hotel Group and Wyndham Worldwide Corporation.Hotels & Resorts.


Seasonality


The hospitality industry is seasonal in nature. The periods during which our hotels and resortsproperties experience higher revenuesor lower levels of demand vary from property to property, depending principally upon their location, type of property and competitive mix within
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the customer-base served. Wespecific location. Based on historical results, we generally expect our revenues to be lower in the first quarter of each year than in each of the three subsequent quarters.


Cyclicality


The hospitality industry is cyclical, and demand generally follows, on a lagged basis, key macroeconomic indicators. There is a history of increases and decreases in the development and supply of and demand for hotel rooms, occupancy levels and room rates realized by hotel owners of hotels through economic cycles. The combination of changes in economic conditions and in the supply of hotel rooms can result in significant volatility in results for owners and managers of hotel properties. The costs of running a hotel tend to be more fixed than variable. As a result of such fixed costs, in a negative economic environment, the rate of decline in earnings can be higher than the rate of decline in revenues.


Intellectual Property


In the highly competitive hospitality industry in which we operate, trademarks, service marks, trade names, logos and patents are very important to the success of our business. We have a significant number of trademarks, service marks, trade names, logos, patents and pending registrations and expend significant resources each year on surveillance, registration and protection of our trademarks, service marks, trade names, logos and patents, which we believe have become synonymous in the hospitality industry with a reputation for excellence in service and authentic hospitality.



Government Regulation


Our business is subject to various foreign and U.S. federal and state laws and regulations, including laws and regulations that govern the offer and sale of franchises, many of which impose substantive requirements on franchise contracts and require that certain materials be registered before franchises can be offered or sold in a particular jurisdiction.


In addition, a number of states regulate the activities of hospitality properties and restaurants, including safety and health standards, as well as the sale of liquor at such properties, by requiring licensing, registration, disclosure statements and compliance with specific standards of conduct. Operators of hospitality properties also are subject to laws governing their relationship with employees, including minimum wage requirements, overtime, working conditions and work permit requirements. Our franchisees are responsible for their own compliance with laws, including with respect to their employees, minimum wage requirements, overtime, working conditions and work permit requirements. Compliance with, or changes in, these laws could reduce the revenue and profitability of our properties and could otherwise adversely affect our operations.


We also manage and own hotels with casino gaming operations as part of or adjacent to the hotels. However, with the exception of casinos at certain of our properties in Puerto Rico and one property in Egypt, third parties manage and operate the casinos. We hold and maintain the casino gaming license and manage the casinos located in Puerto Rico and Egypt and employ third-party compliance consultants and service providers. As a result, our business operations at these facilities are subject to the licensing and regulatory control of the local regulatory agency responsible for gaming licenses and operations in those jurisdictions.


Finally, asAs an international manager, franchisor, owner manager and franchisorlessee of properties in 105119 countries and territories, we also are subject to the local laws and regulations in each country in which we operate, including employment laws and practices,practices; privacy laws andlaws; tax laws, which may provide for tax rates that exceed those of the U.S. and which may provide that our foreign earnings are subject to withholding requirements or other restrictions,restrictions; unexpected changes in regulatory requirements or monetary policypolicy; and other potentially adverse tax consequences.


In addition, our business operations in countries outside the U.S. are subject to a number of laws and regulations, including restrictions imposed by the Foreign Corrupt Practices Act ("FCPA"), as well as trade sanctions administered by the Office of Foreign Assets Control ("OFAC"). The FCPA is intended to prohibit bribery of foreign officials and requires us to keep books and records that accurately and fairly reflect our transactions. OFAC administers and enforces economic and trade sanctions based on U.S. foreign policy and national security goals against targeted foreign states, organizations and individuals. In addition, some of our operations may be subject to additional laws and regulations of non-U.S. jurisdictions, including the United Kingdom's ("U.K.") Bribery Act 2010, which contains significant prohibitions on bribery and other corrupt business activities, and other local anti-corruption laws in the countries and territories in which we conduct operations. The European Union's ("E.U.") General Data Protection Regulation ("GDPR"), effective in 2018, has stringent requirements regarding the handling of personal data such as credit card numbers and other personally identifiable information that we collect for a variety of important business purposes, including managing our workforce, providing requested products and services and maintaining guest preferences to enhance customer service and for marketing and promotion purposes.

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Environmental Matters


We are subject to certain requirements and potential liabilities under various foreign and U.S. federal, state and local environmental, health and safety laws and regulations and incur costs in complying with such requirements. These laws and regulations govern actions including air emissions,emissions; the use, storage and disposal of hazardous and toxic substances,substances; and wastewater disposal. In addition to investigation and remediation liabilities that could arise under such laws, we may also face personal injury, property damage, fines or other claims by third parties concerning environmental compliance or contamination. We use and store hazardous and toxic substances, such as cleaning materials, pool chemicals, heating oil and fuel for back-up generators at some of our facilities, and we generate certain wastes in connection with our operations. Some of our properties include older buildings, and some may have, or may historically have had, laundry and dry-cleaning facilities and underground storage tanks for heating oil and back-up generators. We have from time to time been responsible for investigating and remediating contamination at some of our facilities, such as contamination that has been discovered when we have removed underground storage tanks, and we could be held responsible for any contamination resulting from the disposal of waste that we generate, including at locations where such waste has been sent for disposal. In some cases, we may be entitled to indemnification from the party that caused the contamination pursuant to our management or franchise contracts, but there can be no assurance that we would be able to recover all or any costs we incur in addressing such problems. From time to time, we may also be required to manage, abate, remove or contain mold, lead, asbestos-containing materials, radon gas or other hazardous conditions found in or on our properties. We have implemented an on-goingongoing operations and maintenance plan at each of our owned and managed properties that seeks to identify and remediate these conditions as appropriate. Although we have incurred, and expect that we will continue to incur, costs relating to the investigation, identification and remediation of hazardous materials known or discovered to exist at our properties, those costs have not had, and are not expected to have, a material adverse effect on our consolidated financial position, results of operations or cash flow.flows.



Insurance


U.S. hotels that we manage are permitted to participate in certain of our insurance programs by mutual agreement with our hotel owners. If not participating in our programs, hotel owners must purchase insurance programs consistent with our requirements. U.S. franchised hotels are not permitted to participate in our insurance programs, but rather must purchase insurance programs consistent with our requirements. Foreign managed and franchised hotels are required to participate in certain of our insurance programs. In addition, our management and franchise contracts typically include provisions requiring the owner of theany hotel property to indemnify us against losses arising from the design, development and operation of hotels owned by such third parties.hotel.


Most of our insurance policies are written with self-insured retentions or deductibles that are common in the insurance market for similar risks, and we believe such risks are prudent for us to assume. Our third-party insurance policies provide coverage for claim amounts that exceed our self-insurance retentions or deductible obligations. We maintain insurance coverage for general liability, property, including business interruption, terrorism and other risks with respect to our business for all of our owned and leased hotels, and we maintain workers' compensation coverage for all of our team members.employees. In addition, through our captive insurance subsidiary, we participate in a reinsurance arrangement that provides coverage for a certain portion of our deductibles. In general, our insurance provides coverage related to any claims or losses arising out of the design, development and operation of our hotels.

Corporate Responsibility

The success of our business is linked to the success of communities in which our hotels operate - from the local owners who partner with us to build hotels, to the local talent that operate the hotels, to the local economies and businesses our hotels support through sourcing products serving guests.

Travel with Purpose, our corporate responsibility strategy, is a holistic approach that leverages our global footprint and scale coupled with local insights and partnerships to address global and local challenges. Our strategy was developed by mapping social and environmental issues that are impacted by our business and will continue to be critical to our long-term success. We ranked the issues based on our influence and the relative importance to our business operations and stakeholder groups. We also engaged with both internal and external stakeholders to identify interests and concerns that should be taken into consideration as we continue to grow. We revisited our materiality results in 2015 and based on these results, we have identified the priority issue areas for our corporate responsibility efforts and forthcoming goals and targets. Creating shared value for hotel employees, guests, owners, communities and overall business is a strategic priority we strive to achieve by focusing on advancing three priority, material issue areas:

Creating opportunities - Youth Opportunity, Great Place to Work, Inclusive Economies: we have a passion and a responsibility to invest in current and future employees. We open doors that help individuals build meaningful job and life skills through the hospitality industry.
Strengthening communities - Skills-based Volunteering, Human Rights, Disaster Support: we encourage and enable our employees to deliver hospitality to our communities. We are committed to having a positive economic and social impact on the millions of communities and lives we touch.
Preserving environment - Climate Changes, Energy, Carbon, Water, Waste, Responsible Sourcing: as environmental stewards for the wellbeing of people and ecosystems in our communities, we protect the environment through efficient and responsible operations and sourcing. Hilton has achieved a company-wide certification to ISO 14001 (Environmental Management) and ISO 50001 (Energy Management) standards.

LightStay, our proprietary corporate responsibility performance measurement platform, is a global brand standard that allows us to manage the impact of our hotels on the environment and global community through the measurement, analysis and improvement of our use of natural resources, opportunities created and community service. This year, for the first time, Hilton was named to the Dow Jones Sustainability Index North America as an industry leader across economic, social and environmental criteria.


History


Hilton Worldwide Holdings Inc. was incorporated in Delaware in March 2010. In May 1919, our founder Conrad Hilton purchased his first hotel in Cisco, Texas. ThroughTexas, and in 2019, we celebrated our 100th anniversary. Our predecessors we commenced corporate operations in 1946.1946, and Hilton Worldwide Holdings Inc. was incorporated in Delaware in March 2010.



Employees


As of December 31, 2017,2019, we employed more than 163,000173,000 people were employed at our managed, owned and leased properties and at our corporate locations.


As of December 31, 2017,2019, approximately 31 percent of our employees globally (or 35worldwide and 37 percent of our employees in the U.S.) were covered by various collective bargaining agreements generally addressing pay rates, working hours, other terms and conditions of employment, certain employee benefits and orderly settlement of labor disputes.


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Where You Can Find More Information


We file annual, quarterly and current reports, proxy statements and other information with the U.S. Securities and Exchange Commission ("SEC").SEC. Our SEC filings are available to the public over the internet at the SEC's website at http://www.sec.gov. Our SEC filings are also available on our website at newsroom.hilton.com as soon as reasonably practicable after they are filed with or furnished to the SEC. You may also read and copy any filed document at the SEC's public reference room in Washington, D.C. at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information about public reference rooms.

We maintain an internet site at newsroom.hilton.com. Our website and the information contained on or connected to that site are not incorporated into this Annual Report on Form 10-K.


Item 1A. Risk Factors


In addition to the other information in this Annual Report on Form 10-K, the following risk factors should be considered carefully in evaluating our company and our business.


Risks Related to Our Business and Industry


We are subject to the business, financial and operating risks inherent to the hospitality industry, any of which could reduce our revenues and limit opportunities for growth.


Our business is subject to a number of business, financial and operating risks inherent to the hospitality industry, including:


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;food and beverage;


increases in costs due to inflation or other factors that may not be fully offset by price and fee 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;franchisees, including ability to comply with relevant requirements including environment, human rights and labor;


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 hotelhospitality 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;


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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.


Any of these factors could increase our costs or limit or reduce the prices we are able to charge for hospitality products and services, or otherwise affect our ability to maintain existing properties or develop new properties. As a result, any of these factors can reduce our revenues and limit opportunities for growth.


Macroeconomic and other factors beyond our control can adversely affect and reduce demand for our products and services.


Macroeconomic and other factors beyond our control can reduce demand for hospitality products and services, including demand for rooms at our hotels. These factors include, but are not limited to:


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;


geo-political activity, such as the U.K.'s January 31, 2020 exit from the E.U. (commonly known as "Brexit") or the recent political unrest in Hong Kong, and 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;routes and increased travel costs;


conditions that negatively shape public perception of travel or result in temporary closures or other disruption at our hotel properties, including travel-related accidents, and outbreaks of pandemic or contagious diseases, such as Ebola, Zika, avian flu, severe acute respiratory syndrome (SARS), H1N1 (swine flu), the coronavirus, and Middle East Respiratory Syndrome (MERS);


cyber-attacks;perceived negative impacts of tourism on local cultures, human rights and the environment;


cyber-attacks;

climate change or availability of natural resources;


natural or man-made disasters such asand extreme weather conditions, including earthquakes, tsunamis, tornadoes, hurricanes (e.g., hurricanes Harvey, IrmaBarry and MariaDorian in 2017)2019), 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.tactics; and


other changes in the overall demand for what we offer, including the desirability of particular locations or travel patterns of customers.

Any one or more of these factors could limit or reduce overall demand for our products and services or could negatively affect our revenue sources, which could adversely affect our business, financial condition and results of operations.


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Contraction in the global economy or low levels of economic growth could adversely affect our revenues and profitability as well as limit or slow our future growth.


Consumer demand for our services is closely linked to the performance of the general economy and is sensitive to business and personal discretionary spending levels. Decreased global or regional demand for hospitality products and services can be especially pronounced during periods of economic contraction or low levels of economic growth, and the recovery period in our industry may lag overall economic improvement. Declines in demand for our products and services due to general economic conditions could negatively affect our business by limiting the amount of fee revenues we are able to generate from our managed and franchised properties and decreasing the revenues and profitability of our owned and leased properties. In addition, many of the expenses associated with our business, including personnel costs, interest, rent, property taxes, insurance and utilities, are relatively fixed. During a period of overall economic weakness, if we are unable to meaningfully decrease these costs as demand for our hotels decreases, our business operations and financial performance and results may be adversely affected.


 
The hospitality industry is subject to seasonal and cyclical volatility, which may contribute to fluctuations in our results of operations and financial condition.


The hospitality industry is seasonal in nature. The periods during which our lodging properties experience higher revenues vary from property to property, depending principally upon their location, type of property and competitive mix within the specific location and the customer base served. Wemay change with changes in overall availability of lodging and hospitality options within a local market. Based on historical results, we generally expect our revenues to be lower in the first quarter of each year than in each of the three subsequent quarters with the fourth quarter generally being the highest.quarters. In addition, the hospitality industry is cyclical and demand generally follows the general economy on a lagged basis. The seasonality and cyclicality of our industry may contribute to fluctuations in our results of operations and financial condition.


Because we operate in a highly competitive industry, our revenues or profits could be harmed if we are unable to compete effectively.


The segments of the hospitality industry in which we operate are subject to intense competition. Our principal competitors are other operators of luxury, full servicefull-service and focused servicefocused-service hotels, including other major hospitality chains with well-established and recognized brands. We also compete against smaller hotel chains, independent and local hotel owners and operators, home and apartment sharing services and timeshare operators. If we are unable to compete successfully, our revenues or profits may decline.

Competition for hotel guests


We face competition for individual guests, group reservations and conference business. We compete for these customers based primarily on brand name recognition and reputation, as well as location, room rates for hotel rooms, food and beverage and other services, property size and availability of rooms and conference space, quality of the accommodations, customer satisfaction, amenities and the ability to earn and redeem loyalty program points. Our competitors may have greater commercial, financial and marketing resources and more efficient technology platforms, which could allow them to improve their properties and expand and improve their marketing efforts in ways that could affect our ability to compete for guests effectively, or they could offer a type of lodging product that customers find attractive but that we do not offer.


Competition for management and franchise contracts


We compete to enter into management and franchise contracts. Our ability to compete effectively is based primarily on the value and quality of our management services, brand name recognition and reputation, our abilityaccess to and willingness to invest capital, availability of suitable properties in certain geographic areas, and the overall economic terms of our contracts and the economic advantages to the property owner of retaining our management services and using our brands. If the properties that we manage or franchise perform less successfully than those of our competitors, if we are unable to offer terms as favorable as those offered by our competitors or if the availability of suitable properties is limited, our ability to compete effectively for new management or franchise contracts could be reduced.



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Any deterioration in the quality or reputation of our brands could have an adverse effect on our reputation, business, financial condition or results of operations.


Our brands and our reputation are among our most important assets. Our ability to attract and retain guests depends, in part, on the public recognition of our brands and their associated reputation. In addition, the success of our hotel owners’ businesses and their ability to makethe amount of payments to us for ourthe assets and services we provide them may depend on the strength and reputation of our brands. If our brands become obsolete or consumers view them as unfashionable, unsustainable or lacking in consistency and quality, we may be unable to attract guests to our hotels, and may further be unable to attract or retain our hotel owners.


Changes in ownership or management practices, perceptions of our environmental, social or governance practices, the occurrence of accidents or injuries, cyber-attacks, security breaches, natural disasters, crime, failure of suppliers, franchisees or business partners to comply with relevant requirements (including environmental, human rights and labor requirements), individual guest, owner or employee notoriety or similar events at our hotels and resorts can harm our reputation, create adverse publicity and cause a loss of consumer confidence in our business. Because of the global nature of our brands and the broad expanse of our business and hotel locations, events occurring in one location could negatively affect the reputation and operations of otherwise successful individual locations. In addition, the expansion of social media has compounded the potential scope of negative publicity. Wepublicity by increasing the speed and expanse of information dissemination. Many social media platforms publish content immediately and without filtering or verifying the accuracy of that content. A negative incident at one hotel could have far-reaching effects, including lost sales, customer boycotts, loss of development opportunities and employee difficulties. Such an incident also could facesubject us to legal claims related to negative events,actions, including litigation, governmental investigations or penalties, along with the resulting additional adverse publicity. A perceived decline in the quality of our brands or damage to our reputation could adversely affect our business, financial condition orand results of operations.


Our business is subject to risks related to doing business with third-party property owners that could adversely affect our reputation, operational results or prospects for growth.


Unless we maintain good relationships with third-party hotel owners and renew or enter into new management and franchise contracts, we may be unable to expand our presence and our business, financial condition and results of operations may suffer.


Our business depends on our ability to establish and maintain long-term, positive relationships with third-party property owners and our ability to enter into new, and renew, management and franchise contracts. Although our management and franchise contracts are typically long-term arrangements, hotel owners may be able to terminate the contracts under certain circumstances, including the failure to meet specified financial or performance criteria. Our ability to meet these financial and performance criteria is subject to, among other things, risks common to the overall hotelhospitality industry, including factors outside of our control. In addition, negative management and franchise pricing trends could adversely affect our ability to negotiate with hotel owners. If we fail to maintain and renew existing management and franchise contracts or enter into new contracts on favorable terms, we may be unable to expand our presence and our business, and our financial condition and results of operations may suffer.


Our business is subject to real estate investment risks for third-party owners that could adversely affect our operational results and our prospects for growth.


Growth of our business is affected, and may potentially be limited, by factors influencing real estate development generally, including site availability, financing, planning, zoning and other local approvals. In addition, market factors such as projected room occupancy, changes in growth in demand for customers compared to projected supply, geographic area restrictions in management and franchise contracts, costs of construction and anticipated room rate structure, if not managed effectively by our third-party owners could adversely affect the growth of our management and franchise business.


 
If our third-party property owners are unable to repay or refinance loans secured by the mortgaged properties, or to obtain financing adequate to fund current operations or growth plans, our revenues, profits and capital resources could be reduced and our business could be harmed.


Many of our third-party property owners pledged their properties as collateral for mortgage loans entered into at the time of development, purchase or refinancing. If our third-party property owners are unable to repay or refinance maturing indebtedness on favorable terms or at all, their lenders could declare a default, accelerate the related debt and repossess the property. While we maintain certain contractual protections, repossession could result in the termination of our management or franchise contract or eliminate revenues and cash flows from the property. In addition, the owners of managed and franchised hotels depend on financing to develop or buy develop and improve hotels and in some cases, fund operations during down cycles. Our
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hotel owners’ inability to obtain adequate funding could materially adversely affect the maintenance and improvement plans of existing hotels, result in the delay or stoppage of the development of our existing development pipeline and limit additional development to further expand our hotel portfolio.



If our third-party property owners fail to make investments necessary to maintain or improve their properties, guest preference for Hilton brands, andHilton's reputation and performance results could suffer.


Substantially all of our management and franchise contracts, as well as our license agreement with HGV, require third-party property owners to comply with quality and reputation standards of our brands, which include requirements related to the physical condition, use of technology, safety standards and appearance of the properties, as well as the service levels provided by hotel employees. These standards may evolve with customer preference, or we may introduce new requirements over time. If our property owners fail to make investments necessary to maintain or improve the properties in accordance with our standards, guest preference for our brands could diminish. In addition, if third-party property owners fail to observe standards or meet their contractual requirements, we may elect to exercise our termination rights, which would eliminate revenues from these properties and cause us to incur expenses related to terminating these contracts. We may be unable to find suitable or offsetting replacements for any terminated relationships.


Contractual and other disagreements with third-party property owners could make us liable to them or result in litigation costs or other expenses.


Our management and franchise contracts require us and our hotel owners to comply with operational and performance conditions that are subject to interpretation and could result in disagreements. Any dispute with a property owner could be very expensive for us, even if the outcome is ultimately in our favor. We cannot predict the outcome of any arbitration or litigation, the effect of any negative judgment against us or the amount of any settlement that we may enter into with any third party. Furthermore, specific to our industry, some courts have applied principles of agency law and related fiduciary standards to managers of third-party hotel properties, which means that property owners may assert the right to terminate contracts even where the contracts do not expressly provide for termination. Our fees from any terminated property would be eliminated, and accordingly may negatively affect our results of operations.


Some of our existing development pipeline may not be developed into new hotels, which could materially adversely affect our growth prospects.


As of December 31, 2017,2019, we had a total of 2,257more than 2,570 hotels in our development pipeline, which we define as hotels under construction or approved for development under one of our brands. The commitments of owners and developers with whom we have contracts are subject to numerous conditions, and the eventual development and construction of our development pipeline, in particular for hotels not currently under construction, is subject to numerous risks, including, in certain cases, the owner's or developer's ability to obtain adequate financing and obtaining governmental or regulatory approvals. As a result, not every hotel in our development pipeline may develop into a new hotel that enters our system.


New hotel brands or non-hotel branded concepts that we launch in the future may not be as successful as we anticipate, which could have a material adverse effect on our business, financial condition or results of operations.


Since 2011, we have opened hotels under fivelaunched nine new brands: Home2 Suites by Hilton; Curio - A Collection by Hilton; Canopy by Hilton; Tru by Hilton; Tapestry Collection by Hilton; Motto by Hilton; LXR Hotels & Resorts; Signia by Hilton; and, most recently, Tapestry CollectionTempo by Hilton. We may continue to build our portfolio by launching new hotel and non-hotel brands in the future. In addition, the Hilton Garden Inn, DoubleTree by Hilton and Hampton by Hilton brands have been expanding into new jurisdictions outside the United StatesU.S. over the past several years. We may continue to expand existing brands into new international markets. New hotel products or concepts or brand expansions may not be accepted by hotel owners, franchisees or customers and we cannot guarantee the level of acceptance any new brand will have in the development and consumer marketplaces. If new branded hotel products, non-hotel branded concepts or brand expansions are not as successful as we anticipate, we may not recover the costs we incurred in their development or expansion, which could have a material adverse effect on our business, financial condition orand results of operations.


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The risks resulting from investments in owned and leased real estate could increase our costs, reduce our profits and limit our ability to respond to market conditions.


Our investments in owned and leased real property (including through joint ventures) subject us to various risks that may not be applicable to managed or franchised properties, including:


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 due to changes in market conditions or the area in which real estate is located;

fluctuations in real estate values or potential impairments in the value of our assets;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.


The negative effect on profitability and cash flow from declines in revenues is more pronounced in owned or leased properties because we, as the owner or lessee, bear the risk of their highthe fixed-cost structure.structure required to own and operate a hotel. Further, during times of economic distress, declining demand and declining earnings often result in declining asset values, and we may not be able to sell properties on favorable terms or at all. Accordingly, we may not be able to adjust our owned and leased property portfolio promptly in response to changes in economic or other conditions.


Our efforts to develop, redevelop or renovate our owned and leased properties could be delayed or become more expensive.expensive than anticipated.


Certain of our owned and leased properties were constructed many years ago. The condition of aging properties could negatively affect our ability to attract guests or result in higher operating and capital costs, either of which could reduce revenues or profits from these properties. There can be no assurance that our planned replacements and repairs will occur, or even if completed, will result in improved performance. In addition, these efforts are subject to a number of risks, including:


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;


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force majeure events, including earthquakes, tornadoes, hurricanes, wildfires, floods or tsunamis, or acts of terrorism; and


design defects that could increase costs.


If our properties are not updated to meet guest preferences, if properties under development or renovation are delayed in opening as scheduled or if renovation investments adversely affect or fail to improve performance, our operations and financial results could be negatively affected.


Our properties may not be permitted to be rebuilt if destroyed.


Certain of our properties may qualify as legally-permissible nonconforming uses and improvements. If a substantial portion of any such property were to be destroyed by fire or other casualty, we might not be permitted to rebuild that property

as it now exists or at all, regardless of the availability of insurance proceeds. Any loss of this nature, whether insured or not, could materially adversely affect our results of operations and prospects.


We have investments in joint venture projects, which limits our ability to manage third-party risks associated with these projects.


In most cases, we are minority participants and do not control the decisions of the joint ventures in which we are involved. Therefore, joint venture investments may involve risks such as the possibility that a co-venturer in an investment might become bankrupt, be unable to meet its capital contribution obligations, have economic or business interests or goals that are inconsistent with our business interests or goals or take actions that are contrary to our instructions or to applicable laws and regulations. In addition, we may be unable to take action without the approval of our joint venture partners, or our joint venture partners could take actions binding on the joint venture without our consent. Consequently, actions by a co-venturer or other third party could expose us to claims for damages, financial penalties and reputational harm, any of which could adversely affect our business and operations. In addition, we may agree to guarantee indebtedness incurred by a joint venture or co-venturer or provide standard indemnifications to lenders for loss liability or damage occurring as a result of our actions or actions of the joint venture or other co-venturers. Such a guarantee or indemnity may be on a joint and several basis with a co-venturer, in which case we may be liable in the event that our co-venturer defaults on its guarantee obligation. The non-performance of a co-venturer's obligations may cause losses to us in excess of the capital we initially may have invested or committed.


Although our joint ventures may generate positive cash flow, in some cases they may be unable to distribute that cash to us or the other joint venture partners. Additionally, in some cases our joint venture partners control distributions and may choose to leave capital in the joint venture rather than distribute it. Because our ability to generate liquidity from our joint ventures depends in part on their ability to distribute capital to us, our failure to receive distributions from our joint venture partners could reduce our cash flow return on these investments.


Failures in, material damage to or interruptions in our information technology systems, software or websites and difficulties in updating our existing software or developing or implementing new software could have a material adverse effect on our business or results of operations.


We depend heavily upon our information technology systems in the conduct of our business. We develop, own and license or otherwise contract for sophisticated technology systems and systemsservices for property management, procurement, finance, human resources, reservations, distribution and the operation of the Hilton Honors guest loyalty program. Such systems are subject to, among other things, damage or interruption from power outages, computer and telecommunications failures, computer viruses, third-party criminal activity including "ransomware" or other malware and natural and man-made disasters. Although we have a cold disaster recovery site in a separate location to back up our core reservation, distribution and financial systems, substantially all of our data center operations are currently located in a single facility. Although we are renovating and migrating portions of our operations to cloud-based providers while simultaneously building and operating new applications and services with those cloud-based providers, any loss or damage to our primary facility could result in operational disruption and data loss as we transfer production operations to our disaster recovery site. Damage or interruption to our information systems may require a significant investment to update, remediate or replace with alternate systems, and we may suffer interruptions in our operations as a result. In addition, costs and potential problems andor interruptions associated with the implementation of new or upgraded systems and technology or with maintenance or adequate support of existing systems could also disrupt or reduce the efficiency of our operations. Any material interruptions or failures in our systems, including those that may result from our failure to adequately develop, implement and maintain a robust disaster recovery plan and backup systems could severely affect our ability to
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conduct normal business operations and, as a result, have a material adverse effect on our business operations and financial performance.


We rely on third parties for the performance of a significant portion of our information technology functions worldwide. In particular, our loyalty platform and reservation and distribution system reliesrely on data communications networks and systems operated by unaffiliated third parties. The success of our business depends in part on maintaining our relationships with these third parties and their continuing ability to perform these functions and services in a timely and satisfactory manner. If we experience a loss or disruption in the provision of any of these functions or services, or they are not performed in a satisfactory manner, we may have difficulty in finding alternate providers on terms favorable to us, in a timely manner or at all, and our business could be adversely affected.


We rely on certain software vendors to maintain and periodically upgrade many of these systems so that they can continue to support our business. The software programs supporting many of our systems were licensed to us by independent software developers. The inability of these developers or us to continue to maintain and upgrade these information systems and software programs would disrupt or reduce the efficiency of our operations if we were unable to convert to alternate systems in an efficient and timely manner.


We are vulnerable to various risks and uncertainties associated with our websites and mobile applications, including changes in required technology interfaces, website and mobile application downtime and other technical failures, costs and issues as we upgrade our website software and mobile applications. Additional risks include computer malware, changes in applicable federal, state and state regulation,international regulations, security breaches, legal claims related to our website operations and e-commerce fulfillment and other consumer privacy concerns. Our failure to successfully respond to these risks and uncertainties could reduce website and mobile application sales and have a material adverse effect on our business or results of operations.


Cyber-attacks could have a disruptive effect on our business.


From time to time we and our third-party service providers experience cyber-attacks, attempted and actual breaches of our or their information technology systems and networks or similar events, which could result in a loss of sensitive business or customer information, systems interruption or the disruption of our operations. The techniques that are used to obtain unauthorized access, disable or degrade service or sabotage systems change frequently and aremay be difficult to detect for long periods of time, and despite our deployment of cyber-attack prevention and detection techniques, we are accordingly unable to anticipate and prevent all data security incidents. In November 2015, we announcedWe have in the past been subject to cyber-attacks and expect that we had identified and taken action to eradicate unauthorized malware that targeted payment card information in some point-of-sale systems in our hotels and had determined that specific payment card information was targeted by this malware. We expect we will be subject to additional cyber-attacks in the future and may experience data breaches.


Even if we are fully compliant with legal standards and contractual or other requirements, we still may not be able to prevent security breaches involving sensitive data. The sophistication of efforts by hackers to gain unauthorized access to information systems has continued to increase in recent years.years and may continue to do so. Breaches, thefts, losses or fraudulent uses of customer, employee or company data could cause consumers to lose confidence in the security of our websites, mobile applications, point of sale systems and other information technology systems and choose not to purchase from us. Such security breaches also could expose us to risks of data loss, business disruption, litigation and other costs or liabilities, any of which could adversely affect our business.


We are exposed to risks and costs associated with protecting the integrity and security of our guests’ personal data and other sensitive information.


We are subject to various risks and costs associated with the collection, handling, storage and transmission of sensitive information, including those related to compliance with U.S. and foreign data collection and privacy laws and other contractual obligations, as well as those associated with the compromise of our systems collecting such information. For example, the European Union's General Data Protection Regulation ("GDPR")E.U., which becomes effective in May 2018California and replaces the current data protectionNevada have all passed laws of each EU member state, requiresthat require companies to meet new and more stringentspecific requirements regarding the handling of personal data, and failure to meet the GDPR requirements could result in penalties of up to 4 percent of worldwide revenue.data. We collect internal and customer data, including credit card numbers and other personally identifiable information for a variety of important business purposes, including managing our workforce, providing requested products and services and maintaining guest preferences to enhance customer service and for marketing and promotion purposes. We could be exposed to fines, penalties, restrictions, litigation, reputational harm or other expenses, or other adverse effects on our business, due to failure to protect our guests' personal data and other sensitive information or failure to maintain compliance with the various U.S. and foreign data collection and privacy laws or with credit card industry standards or other applicable data security standards.


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In addition, U.S. states and the federal government have enacted additional laws and regulations to protect consumers against identity theft. These laws and similar laws in other jurisdictions have increased the costs of doing business, and failure on our part to implement appropriate safeguards or to detect and provide prompt notice of unauthorized access as required by some of these laws could subject us to potential claims for damages and other remedies. If we were required to pay any significant amounts in satisfaction of claims under these laws, or if we were forced to cease our business operations for any length of time as a result of our inability to comply fully with any such law, our business, operating results and financial condition could be adversely affected.


Failure to keep pace with developments in technology could adversely affect our operations or competitive position.


The hospitality industry demands the use of sophisticated technology and systems for property management, brand assurance and compliance, procurement, reservation systems, operation of our guest loyalty programs, distribution of hotel resources to current and future customers and guest amenities. These technologies may require refinements and upgrades.upgrades, and third parties may cease support of systems that are currently in use. The development and maintenance of these technologies may require significant investment by us. As various systems and technologies become outdated or new technology is required, we may not be able to replace or introduce them as quickly as

needed or in a cost-effective and timely manner. We may not achieve the benefits we may have been anticipating from any new technology or system.



Because third parties provide us with a number of operational and technical services, third-party security incidents could expose us to liability, harm our reputation, damage our competitiveness and adversely affect our financial performance.

Third parties provide us with certain operational and technical services. These third parties may have access to our systems, provide hosting services, or otherwise process data about us or our guests, team members or partners. Any third-party security incident could compromise the integrity or availability of or result in the theft of, confidential or otherwise sensitive data, which could negatively impact our operations. Unauthorized access to data and other confidential or proprietary information may be obtained through break-ins, network breaches by unauthorized parties, employee theft or misuse, or other misconduct. The occurrence of any of the foregoing could negatively affect our reputation, our competitive position and our financial performance, and we could face lawsuits and potential liability.

Delays in service from third-party service providers could expose us to liability, harm our reputation, damage our competitiveness and adversely affect our financial performance.

From time to time, we may rely on a single or limited number of suppliers for the provision of various services that we use in the operation of our business. The inability of such third parties to satisfy our or our guests' requirements could disrupt our business operations or make it more difficult for us to implement our business strategy. If any of these situations were to occur, our reputation could be harmed, we could be subject to third-party liability, including under data protection and privacy laws in certain jurisdictions, and our financial performance could be negatively affected.

We may seek to expand through acquisitions of and investments in other businesses and properties, or through alliances, and we may also seek to divest some of our properties and other assets. These acquisition and disposition activities may be unsuccessful or divert management’s attention.


We may consider strategic and complementary acquisitions of and investments in other hotel or hospitality brands, businesses, properties or other assets. Furthermore, we may pursue these opportunities in alliance with existing or prospective owners of managed or franchised properties. In many cases, we willcould be competing for these opportunities with third parties that may have substantially greater financial resources than us. Acquisitions or investments in brands, businesses, properties or assets as well as third-party alliances are subject to risks that could affect our business, including risks related to:


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.


We may not be able to identify opportunities or complete transactions on commercially reasonable terms or at all or we may not actually realize any anticipated benefits from such acquisitions, investments or alliances. Similarly, we may not be able
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to obtain financing for acquisitions or investments on attractive terms or at all, or the ability to obtain financing may be restricted by the terms of our indebtedness. In addition, the success of any acquisition or investment also will depend, in part, on our ability to integrate the acquisition or investment with our existing operations.


We also may divest certain properties or assets, and any such divestments may yield lower than expected returns or otherwise fail to achieve the benefits we expect. In some circumstances, sales of properties or other assets may result in losses. Upon sales of properties or assets, we may become subject to contractual indemnity obligations, incur material tax liabilities or, as a result of required debt repayment, face a shortage of liquidity. Finally, any acquisitions, investments or dispositions could demand significant attention from management that would otherwise be available for business operations, which could harm our business.


Failure to comply with marketing and advertising laws, including with regard to direct marketing, could result in fines or place restrictions on our business.


We rely on a variety of direct marketing techniques, including telemarketing, email and social media marketing and postal mailings, and we are subject to various laws and regulations in the U.S. and internationally that govern marketing and advertising practices. Any further restrictions in laws and court or agency interpretationinterpretations of such laws, such as the Telephone Consumer Protection Act of 1991, the Telemarketing Sales Rule, CAN-SPAM Act of 2003, and various U.S. state laws, new laws, or international data protection laws, such as the EUE.U. GDPR, that govern these activities could adversely affect current or planned marketing activities and cause us to change our marketing strategy. If this occurs, we may not be able to develop adequate alternative marketing strategies, which could affect our ability to maintain relationships with our customers and acquire new customers. We also obtain access to names of potential customers from travel service providers or other companies, and we market to some individuals on these lists directly or through other companies’ marketing materials. If access to these lists were prohibited or otherwise restricted, our ability to develop new customers and introduce them to products could be impaired.


The growth of internet reservation channels could adversely affect our business and profitability.


A significant percentage of hotel rooms for individual guests are booked through internet travel intermediaries, to whom we commit to pay various commissions and transaction fees for sales of our rooms through their systems. Search engines and peer-to-peer inventory sources also provide online travel services that compete with our business. If these bookings increase, certain hospitality intermediaries may be able to obtain higher commissions, reduced room rates or other significant concessions from us or our franchisees. These hospitality intermediaries also may reduce these bookings at our hotel properties by de-ranking our hotels in search results on their platforms, and other online providers may divert business away from our hotels. Although our contracts with many hospitality intermediaries limit transaction fees for hotels, there can be no assurance that we will be able to

renegotiate these contracts upon their expiration with terms as favorable as the provisions that existed before the expiration, replacement or renegotiation. Moreover, hospitality intermediaries generally employ aggressive marketing strategies, including expending significant resources for online and television advertising campaigns to drive consumers to their websites. As a result, consumers may develop brand loyalties to the intermediaries’ offered brands, websites and reservations systems rather than to the Hilton brands and systems. If this happens, our business and profitability may be significantly affected as shifting customer loyalties divert bookings away from our websites, which increases costs to hotels in our system. Internet travel intermediaries also have been subject to regulatory scrutiny, particularly in Europe. The outcome of this regulatory activity may affect our ability to compete for direct bookings through our own internet channels.


In addition, although internet travel intermediaries have traditionally competed to attract individual leisure consumers or "transient" business rather than "group" business for meetings and events, in recent years they have expanded their business to include marketing to group business and also to corporate transient business. If that growth continues, it could both divert group and corporate transient business away from our hotels and also increase our cost of sales for group and corporate transient business. Consolidation of internet travel intermediaries, or the entry of major internet companies into the internet travel bookings business, also could divert bookings away from our websites and increase our hotels' cost of sales.


Our reservation system is an important component of our business operations and a disruption to its functioning could have an adverse effect on our performance and results.


We manage a global reservation system that communicates reservations to our branded hotels when made by individuals directly, either online, by telephone to our call centers, through devices via our mobile application, or through intermediaries like travel agents, internet travel web siteswebsites and other distribution channels. The cost, speed, efficacy and efficiency of the reservation system are important aspects of our business and are important considerations of hotel owners in choosing to
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affiliate with our brands. Any failure to maintain or upgrade, and any other disruption to our reservation system may adversely affect our business.


The cessation, reduction or taxation of program benefits of our Hilton Honors guest loyalty program could adversely affect the Hilton brands and guest loyalty.


We manage the Hilton Honors guest loyalty program for the Hilton brands. Program members accumulate points primarily based on eligible stays and hotel charges and redeem the points for a range of benefits including free rooms and other items of value. The program is an important aspect of our business and of the affiliation value for hotel owners under management and franchise contracts. System hotels, (including,including, without limitation, third-party hotels under management and franchise arrangements)contracts, contribute a percentage of the loyalty member's charges to the program for each stay of a program member. In addition to the accumulation of points for future hotels stays at our brands, Hilton Honors arranges with third parties, such as airlines, other transportation services, online vendors, retailers and credit card companies, to sell Honors points for the use of their customers and/or to allow Honors members to use or exchange points for products or services. Currently, the program benefits are not taxed as income to members. If the program awards and benefits are materially altered, curtailed or taxed such that a material number of Hilton Honors members choose to no longer participate in the program, this could adversely affect our business.


Because we derive a portion of our revenues from operations outside the United States,U.S. the risks of doing business internationally could lower our revenues, increase our costs, reduce our profits or disrupt our business.


We currently manage, franchise, own or lease hotels and resorts in 105119 countries and territories around the world. Our operationsrooms outside the United StatesU.S. represented approximately 23 percent, 28 percent, 27 percent and 3126 percent of our revenuessystem-wide rooms for the years ended December 31, 2017, 20162019, 2018 and 2015,2017, respectively. We expect that revenues from our international operations will continue to account for a material portion of our total revenues.results. As a result, we are subject to the risks of doing business outside the United States,U.S., including:


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, including the temporary closure of hotel properties, caused by severe weather, natural disasters, outbreak of disease, such as the coronavirus, 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 changechange;

political, economic and other uncertainty resulting from Brexit, the U.K.'s June 2016 vote to leave the European Union (commonly known as "Brexit");terms of which remain uncertain and could adversely affect our business;


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uncertainties as to local laws regarding, and enforcement of, contract and intellectual propertyIP 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.


These factors may adversely affect the revenues earned from our hotels and resorts (as well as the market value of properties that we own or leaselease) located in international markets. While these factors and the effect of these factors are difficult to predict, any one or more of them could lower our revenues, increase our costs, reduce our profits or disrupt our business operations.


Specifically, with respect to concerns regarding the spread of the coronavirus, as of the date of this Annual Report on Form 10-K, it appears the outbreak has largely been concentrated in China, although cases have been confirmed in other countries. The extent to which our results are affected by the coronavirus will largely depend on future developments, which are highly uncertain and cannot be accurately predicted, including new information which may emerge concerning the severity of the coronavirus and the actions to contain the coronavirus or treat its impact, among others.

Failure to comply with laws and regulations applicable to our international operations may increase costs, reduce profits, limit growth or subject us to broader liability.


Our business operations in countries outside the U.S. are subject to a number of laws and regulations, including restrictions imposed by the FCPA, as well as trade sanctions administered by the OFAC. The FCPA is intended to prohibit bribery of foreign officials and requires us to keep books and records that accurately and fairly reflect our transactions. OFAC administers and enforces economic and trade sanctions based on U.S. foreign policy and national security goals against targeted foreign states, organizations and individuals. Although we have policies in place designed to comply with applicable sanctions, rules and regulations, it is possible that hotels we manage or own in the countries and territories in which we operate may provide services to or receive funds from persons subject to sanctions. Where we have identified potential violations in the past, we have taken appropriate remedial action including filing voluntary disclosures to OFAC. In addition, some of our operations may be subject to the laws and regulations of non-U.S. jurisdictions, including the U.K.’s Bribery Act 2010, which contains significant prohibitions on bribery and other corrupt business activities, and other local anti-corruption laws in the countries and territories in which we conduct operations.


If we fail to comply with these laws and regulations, we could be exposed to claims for damages, financial penalties, reputational harm and incarceration of employees or restrictions on our operation or ownership of hotels and other properties, including the termination of management, franchising and ownership rights. In addition, in certain circumstances, the actions of parties affiliated with us (including our owners, joint venture partners, employees and agents) may expose us to liability under the FCPA, U.S. sanctions or other laws. These restrictions could increase costs of operations, reduce profits or cause us to forgo development opportunities that would otherwise support growth.


In August 2012, Congress enacted the Iran Threat Reduction and Syria Human Rights Act of 2012 ("ITRSHRA"), which expands the scope of U.S. sanctions against Iran and Syria. In particular, Section 219 of the ITRSHRA amended the Exchange Act to require SEC-reporting companies to disclose in their periodic reports specified dealings or transactions involving Iran or other individuals and entities targeted by certain OFAC sanctions engaged in by the reporting company or any of its affiliates. These companies are required to separately file with the SEC a notice that such activities have been disclosed in the relevant periodic report, and the SEC is required to post this notice of disclosure on its website and send the report to the U.S. President and certain U.S. Congressional committees. The U.S. President thereafter is required to initiate an investigation and, within 180 days of initiating such an investigation with respect to certain disclosed activities, to determine whether sanctions should be imposed.


Under ITRSHRA, we are required to report if we or any of our "affiliates" knowingly engaged in certain specified activities during a period covered by one of our Annual Reports on Form 10-K or Quarterly Reports on Form 10-Q. We have engaged in, and may in the future engage in, activities that would require disclosure pursuant to Section 219 of ITRSHRA. In addition, because the SEC defines the term "affiliate" broadly, we may be deemed to be an affiliate of HNA or HNA's affiliates or Blackstone or Blackstone's affiliates. Other affiliates of HNA or Blackstone have in the past or may in the future be required to make disclosures pursuant to ITRSHRA. Disclosure of such activities, even if such activities are permissible under applicable law, and any sanctions imposed on us or our affiliates as a result of these activities, could harm our reputation and brands and have a negative effect on our results of operations.


In addition, we are subject to a number of modern slavery, human trafficking and forced labor reporting, training and due diligence laws in various jurisdictions and expect additional statutory regimes to combat these crimes to be enacted in the
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future. The impact of laws such as the U.K's Modern Slavery Act 2015, Australia's Modern Slavery Bill 2018 and France's Duty of Vigilance Law 2017 on hotel operations, as well as supply chain could increase costs of operations and reduce profits.

The loss of senior executives or key field personnel, such as general managers, could significantly harm our business.


Our ability to maintain our competitive position depends somewhat on the efforts and abilities of our senior executives. Finding suitable replacements for senior executives could be difficult. Losing the services of one or more of these senior executives could adversely affect strategic relationships, including relationships with third-party property owners, significant customers, joint venture partners and vendors, and limit our ability to execute our business strategies.

We also rely on the general managers at each of our managed, owned and leased hotels to manage daily operations and oversee the efforts of employees. These general managers are trained professionals in the hospitality industry and have extensive experience in many markets worldwide. The failure to retain, train or successfully manage general managers for our managed, owned and leased hotels could negatively affect our operations.


Collective bargaining activity could disrupt our operations, increase our labor costs or interfere with the ability of our management to focus on executing our business strategies.


A significant number of our employees (approximately 31 percent) and employees of our hotel owners are covered by collective bargaining agreements and similar agreements. If relationships with our employees or employees of our hotel owners or the unions that represent them become adverse, the properties we manage, franchise, own or lease could experience labor disruptions such as strikes, lockouts, boycotts and public demonstrations. A number of our collective bargaining agreements, representing approximately 1523 percent of our organized employees, have expired and are in the process of being renegotiated, and we may be required to negotiate additional collective bargaining agreements in the future if more employees become unionized. Labor disputes, which may be more likely when collective bargaining agreements are being negotiated, could harm our relationship with our employees or employees of our hotel owners, result in increased regulatory inquiries and enforcement by governmental authorities and deter guests. Further, adverse publicity related to a labor dispute could harm our reputation and reduce customer demand for our services. Labor regulation and the negotiation of new or existing collective bargaining agreements could lead to higher wage and benefit costs, changes in work rules that raise operating expenses, legal costs and limitations on our ability or the ability of our third-party property owners to take cost saving measures during economic downturns. We do not have the ability to control the negotiations of collective bargaining agreements covering unionized labor employed by many third-party property owners. Increased unionization of our workforce, new labor legislation or changes in regulations could disrupt our operations and our ability to promote services expected by customers, reduce our profitability or interfere with the ability of our management to focus on executing our business strategies.


Labor shortages could restrict our ability to operate our properties or grow our business or result in increased labor costs that could adversely affect our results of operations.


Our success depends in large part on our ability to attract, retain, train, manage and engage employees. We employ or manage more than 163,000173,000 individuals at our managed, owned and leased hotels and corporate offices around the world. If we are unable to attract, retain, train, manage and engage skilled individuals, our ability to staff and manage the hotels that we manage, own and lease could be impaired, which could reduce customer satisfaction. In addition, the inability of our franchisees to attract, retain, train, manage and engage skilled employees for the franchised hotels could adversely affect the reputation of our brands. Staffing shortages in various parts of the world also could hinder our ability to grow and expand our businesses. Because payroll costs are a major component of the operating expenses at our hotels and our franchised hotels, a shortage of skilled labor could also require higher wages that would increase labor costs, which could adversely affect our results of operations.operations and the results of hotels that we manage on behalf of third-party owners. Additionally, increase in minimum wage rates could increase costs and reduce profits for us and our franchisees.



Any failure to protect our trademarks and other intellectual propertyIP could reduce the value of the Hilton brands and harm our business.


The recognition and reputation of our brands are important to our success. We have nearly 5,900more than 6,000 trademark registrations in jurisdictions around the world for use in connection with our services, plus at any given time, a number of pending applications for trademarks and other intellectual property.IP. However, those trademark or other intellectual propertyIP registrations may not be granted or the steps we take to use, control or protect our trademarks or other intellectual propertyIP in the U.S. and other jurisdictions may not always be adequate to prevent third parties from copying or using the trademarks or other intellectual propertyIP without authorization. We may also fail to obtain and maintain trademark protection for all of our brands in all jurisdictions. For example, in certain jurisdictions, third parties have registered or otherwise have the right to use certain trademarks that are the same as or similar to our trademarks, which could prevent us from registering trademarks and opening hotels in that jurisdiction. Third parties may also challenge our
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rights to certain trademarks or oppose our trademark applications. Defending against any such proceedings may be costly, and if unsuccessful, could result in the loss of important intellectual propertyIP rights. Obtaining and maintaining trademark protection for multiple brands in multiple jurisdictions is also expensive, and we may therefore elect not to apply for or to maintain certain trademarks.


Our intellectual propertyIP is also vulnerable to unauthorized copying or use in some jurisdictions outside the U.S., where local law, or lax enforcement of law, may not provide adequate protection. If our trademarks or other intellectual propertyIP are improperly used, the value and reputation of the Hilton brands could be harmed. There are times where we may need to resort to litigation to enforce our intellectual propertyIP rights. Litigation of this type could be costly, force us to divert our resources, lead to counterclaims or other claims against us or otherwise harm our business or reputation. In addition, we license certain of our trademarks to third parties. For example, we have granted HGV the right to use certain of our marks and intellectual propertyIP in its timeshare business and we grant our franchisees a right to use certain of our trademarks in connection with their operation of the applicable property. If HGV, a franchisee or other licensee fails to maintain the quality of the goods and services used in connection with the licensed trademarks, our rights to, and the value of, our trademarks could potentially be harmed. Failure to maintain, control and protect our trademarks and other intellectual propertyIP could likely adversely affect our ability to attract guests or third-party owners, and could adversely affect our results.


In addition, we license the right to use certain intellectual propertyIP from unaffiliated third parties, including the right to grant sublicenses to franchisees. If we are unable to use this intellectual property,IP, our ability to generate revenue from such properties may be diminished.


Third-party claims that we infringe intellectual propertyIP rights of others could subject us to damages and other costs and expenses.


Third parties may make claims against us for infringing their patent, trademark, copyright or other intellectual propertyIP rights or for misappropriating their trade secrets. We have been and are currently party to a number of such claims and may receive additional claims in the future. Any such claims, even those without merit, could:


be expensive and time consuming to defend, and result in significant damages;


force us to stop using the intellectual propertyIP that is being challenged or to stop providing products or services that use the challenged intellectual property;IP;


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;IP;


limit our ability to develop new intellectual property;IP; and


limit the use or the scope of our intellectual propertyIP or other rights.


In addition, we may be required to indemnify third-party owners of the hotels that we manage for any losses they incur as a result of any infringement claims against them. All necessary royalty, licensing or other contracts may not be available to us on acceptable terms. Any adverse results associated with third-party intellectual propertyIP claims could negatively affect our business.



Exchange rate fluctuations and foreign exchange hedging arrangements could result in significant foreign currency gains and losses and affect our business results.


Conducting business in currencies other than the U.S. dollar ("USD") subjects us to fluctuations in currency exchange rates that could have a negative effect on our financial results. We earn revenues and incur expenses in foreign currencies as part of our operations outside of the U.S. As a result, fluctuations in currency exchange rates may significantly increase the amount of U.S. dollars required for foreign currency expenses or significantly decrease the U.S. dollars received from foreign currency revenues. We also have exposure to currency translation risk because, generally, the results of our business outside of the U.S. are reported in local currency and then translated to U.S. dollars for inclusion in our consolidated financial statements. As a result, changes between the foreign exchange rates and the U.S. dollar will affect the recorded amounts of our foreign assets, liabilities, revenues and expenses and could have a negative effect on our financial results. Our exposure to foreign currency exchange rate fluctuations will grow if the relative contribution of our operations outside the U.S. increases.


To attempt to mitigate foreign currency exposure, we may enter into foreign exchange hedging agreementsderivatives with financial institutions. However, these hedging agreementsderivatives may not eliminate foreign currency risk entirely and involve costs and risks of their own in the form of transaction costs, credit requirements and counterparty risk.


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If the insurance that we or our owners carry does not sufficiently cover damage or other potential losses or liabilities to third parties involving properties that we manage, franchise, own or own,lease, our profits could be reduced.


We operate in certain areas where the risk of natural disaster or other catastrophic losses exists, and the occasional incidence of such an event could cause substantial damage to us, our owners or the surrounding area. We carry, and/or we require our owners to carry, insurance from solvent insurance carriers that we believe is adequate for foreseeable first-first-party and third-party losses and with terms and conditions that are reasonable and customary. Nevertheless, market forces beyond our control, such as the natural and man-made disasters that occurred in 2019, could limit the scope of the insurance coverage that we and our owners can obtain or may otherwise restrict our or our owners’owners' ability to buy insurance coverage at reasonable rates such as those natural disasters that occurred in 2017.rates. We anticipate increased costs of property insurance across the portfolio in 20182020 due to the significant losses that insurers suffered globally in 2017.2019. In the event of a substantial loss, the insurance coverage that we and/or our owners carry may not be sufficient to pay the full value of our financial obligations, our liabilities or the replacement cost of any lost investment or property. Because certain types of losses are uncertain, they may be uninsurable or prohibitively expensive. In addition, there are other risks that may fall outside the general coverage terms and limits of our policies.
 


In some cases, these factors could result in certain losses being completely uninsured. As a result, we or owners of hotels that we manage or franchise could lose some or all of the capital we have invested in a property, as well as the anticipated future revenues, profits, management fees or franchise fees from the property.

Terrorism insurance may not be available at commercially reasonable rates or at all.

Following the September 11, 2001 terrorist attacks in New York City and the Washington, D.C. area, Congress passed the Terrorism Risk Insurance Act of 2002, which established the Terrorism Risk Insurance Program (the "Program") to provide insurance capacity for terrorist acts. The Program expired at the end of 2014 but was reauthorized, with some adjustments to its provisions, in January 2015 for six years through December 31, 2020. We carry, and we require our owners and our franchisees to carry, insurance from solvent insurance carriers to respond to both first-party and third-party liability losses related to terrorism. We purchase our first-party property damage and business interruption insurance from a stand-alone market in place of and to supplement insurance from government run pools. If the Program is not extended or renewed upon its expiration in 2020, or if there are changes to the Program that would negatively affect insurance carriers, premiums for terrorism insurance coverage will likely increase and/or the terms of such insurance may be materially amended to increase stated exclusions or to otherwise effectively decrease the scope of coverage available, perhaps to the point where it is effectively unavailable.


Terrorist attacks and military conflicts may adversely affect the hospitality industry.


The terrorist attacks on the World Trade Center and the Pentagon on September 11, 2001 underscore the possibility that large public facilities or economically important assets could become the target of terrorist attacks in the future. In particular, properties that are well-known or are located in concentrated business sectors in major cities where our hotels are located may be subject to the risk of terrorist attacks.



The occurrence or the possibility of terrorist attacks or military conflicts could:


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.


The occurrence of a terrorist attack with respect to one of our properties could directly and materially adversely affect our results of operations. Furthermore, the loss of any of our well-known buildings could indirectly affect the value of our brands, which would in turn adversely affect our business prospects.


Terrorism insurance may not be available at commercially reasonable rates or at all.

Following the September 11, 2001 terrorist attacks in New York City and the Washington, D.C. area, Congress passed the Terrorism Risk Insurance Act of 2002, which established the Terrorism Risk Insurance Program (the "Program") to provide insurance capacity for terrorist acts. The Program was most recently reauthorized, with some adjustments to its provisions, in December 2019 for seven years through December 31, 2027. We carry, and we require our owners and our franchisees to carry, insurance from solvent insurance carriers to respond to both first-party and third-party liability losses related to terrorism. We purchase our first-party property damage and business interruption insurance from a stand-alone market in place of and to supplement insurance from government run pools. If the Program is not extended or renewed upon its expiration in 2027, or if there are changes to the Program that would negatively affect insurance carriers, premiums for terrorism insurance coverage will likely increase and/or the terms of such insurance may be materially amended to increase stated exclusions or to otherwise effectively decrease the scope of coverage available, perhaps to the point where it is effectively unavailable.

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Changes in U.S. federal, state and local or foreign tax law, interpretations of existing tax law, or adverse determinations by tax authorities, could increase our tax burden or otherwise adversely affect our financial condition or results of operations.


We are subject to taxation at the federal, state or provincial and local levels in the U.S. and various other countries and jurisdictions. Our future effective tax rate could be affected by changes in the composition of earnings in jurisdictions with differing tax rates, changes in statutory rates and other legislative changes, changes in the valuation of our deferred tax assets and liabilities, or changes in determinations regarding the jurisdictions in which we are subject to tax. From time to time, the U.S. federal, state and local and foreign governments make substantive changes to tax rules and their application, which could result in materially higher corporate taxes than would be incurred under existing tax law and could adversely affect our financial condition or results of operations.


We are subject to ongoing and periodic tax audits and disputes in U.S. federal and various state, local and foreign jurisdictions. In particular, our consolidated U.S. federal income tax returns for the fiscal years ended December 31, 2005 through December 31, 20132017 are under audit by the Internal Revenue Service ("IRS"), and the IRS has proposed adjustments to increase our taxable income based on several assertions involving intercompany loans and our Hilton Honors guest loyalty program and our foreign-currency denominated loans issued by one of our subsidiaries.program. In total, the proposed adjustments sought by the IRS would result in U.S. federal tax owed of approximately $874$817 million, excluding interest and penalties and potential state income taxes. We disagree with the IRS’s position on each of the assertions and intend to vigorously contest them. See Note 14:13: "Income Taxes" in our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional information. An unfavorable outcome from any tax audit could result in higher tax costs, penalties and interest, thereby adversely affecting our financial condition or results of operations.


Changes to accounting rules or regulations may adversely affect our reported financial condition and results of operations.


New accounting rules or regulations and varying interpretations of existing accounting rules or regulations have occurred and may occur in the future. A change in accounting rules or regulations may require retrospective application and affect our reporting of transactions completed before the change is effective, and future changes to accounting rules or regulations may adversely affect our reported financial condition and results of operations. See Note 2: "Basis of Presentation and Summary of Significant Accounting Policies" in our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K for a summary of accounting standards issued but not yet adopted.


Changes to estimates or projections used to assess the fair value of our assets, or operating results that are lower than our current estimates at certain locations, may cause us to incur impairment losses that could adversely affect our results of operations.


Our total assets include goodwill, intangible assets with indefinite useful lives, other intangible assets with finite useful lives, and substantial amounts ofas well as long-lived assets, principally property and equipment and operating lease right-of-use ("ROU") assets, including hotel properties. We evaluate our goodwill and intangible assets with indefinite lives for impairment on an annual basis or at other times during the year if events or circumstances indicate that it is more likely than not that the fair value is below the carrying value. We evaluate our intangible assets with finite useful lives and long-lived assets for impairment when circumstances indicate that the carrying

amount may not be recoverable. Our evaluation of impairment requires us to make certain estimates and assumptions including projections of future results. After performing our evaluation for impairment, including an analysis to determine the recoverability of long-lived assets, we will record an impairment loss when the carrying value of the underlying asset, asset group or reporting unit exceeds its estimated fair value. If the estimates or assumptions used in our evaluation of impairment change, we may be required to record additional impairment losses on certain of these assets. If these impairment losses are significant, our results of operations would be adversely affected.


Governmental regulation may adversely affect the operation of our properties.


In many jurisdictions, the hotelhospitality industry is subject to extensive foreign or U.S. federal, state and local governmental regulations, including those relating to the service of alcoholic beverages, the preparation and sale of food and those relating to building and zoning requirements. We are also subject to licensing and regulation by foreign or U.S. state and local departments relating to health, sanitation, fire and safety standards, and to laws governing our relationships with employees, including minimum wage requirements, overtime, working conditions status and citizenship requirements. In addition, the National Labor Relations Board has revised its standard for joint employee relationships, which could increase our risk of being considered a joint employer with our franchisees. We or our third-party owners may be required to expend funds to meet foreign or U.S. federal, state and local regulations in connection with the continued operation or remodeling of certain of our properties. The failure to meet the requirements of applicable regulations and licensing requirements, or publicity resulting from actual or alleged failures, could have an adverse effect on our results of operations.

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Foreign or U.S. environmental laws and regulations may cause us to incur substantial costs or subject us to potential liabilities.


We are subject to certain compliance costs and potential liabilities under various foreign and U.S. federal, state and local environmental, health and safety laws and regulations. These laws and regulations govern actions including air emissions, the use, storage and disposal of hazardous and toxic substances, and wastewater disposal. Our failure to comply with such laws, including any required permits or licenses, could result in substantial fines or possible revocation of our authority to conduct some of our operations. We could also be liable under such laws for the costs of investigation, removal or remediation of hazardous or toxic substances at our currently or formerly owned, leased or operated real property (including managed and franchised properties) or at third-party locations in connection with our waste disposal operations, regardless of whether or not we knew of, or caused, the presence or release of such substances. From time to time, we may be required to remediate such substances or remove, abate or manage asbestos, mold, radon gas, lead or other hazardous conditions at our properties. The presence or release of such toxic or hazardous substances could result in third-party claims for personal injury, property or natural resource damages, business interruption or other losses. Such claims and the need to investigate, remediate or otherwise address hazardous, toxic or unsafe conditions could adversely affect our operations, the value of any affected real property, or our ability to sell, lease or assign our rights in any such property, or could otherwise harm our business or reputation. Environmental, health and safety requirements have also become increasingly stringent, and our costs may increase as a result. New or revised laws and regulations or new interpretations of existing laws and regulations, such as those related to climate change, could affect the operation of our properties or result in significant additional expense and operating restrictions on us.


The cost of compliance with the Americans with Disabilities Act and similar legislation outside of the U.S. may be substantial.


We are subject to the Americans with Disabilities Act ("ADA") and similar legislation in certain jurisdictions outside of the U.S. Under the ADA all public accommodations are required to meet certain federal requirements related to access and use by disabled persons. These regulations apply to accommodations first occupied after January 26, 1993; public accommodations built before January 26, 1993 are required to remove architectural barriers to disabled access where such removal is "readily achievable." The regulations also mandate certain operational requirements that hotel operators must observe. The failure of a property to comply with the ADA could result in injunctive relief, fines, an award of damages to private litigants or mandated capital expenditures to remedy such noncompliance. Any imposition of injunctive relief, fines, damage awards or capital expenditures could adversely affect the ability of an owner or franchisee to make payments under the applicable management or franchise contract and negatively affect the reputation of our brands. In November 2010, we entered into a settlement with the U.S. Department of Justice related to compliance with the ADA. Our obligations under this settlement expired in March 2015 except that certain managed and franchised hotels that were required to conduct surveys of their facilities remain under an obligation to remove architectural barriers at their facilities through March 15, 2022 and we have an obligation to have an independent consultant to monitor those barrier removal efforts during this period. If we fail to comply with the requirements of the ADA, we could be subject to fines, penalties, injunctive action, reputational harm and other business effects that could materially and negatively affect our performance and results of operations.


Casinos featured on certain of our properties are subject to gaming laws, and noncompliance could result in the revocation of the gaming licenses.

Several of our properties feature casinos, most of which are operated by third parties. Factors affecting the economic performance of a casino property include:

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.

Jurisdictions in which our properties containing casinos are located, including Puerto Rico and Egypt, have laws and regulations governing the conduct of casino gaming. These jurisdictions generally require that the operator of a casino must be found suitable and be registered. Once issued, a registration remains in force until revoked. The law defines the grounds for registration, as well as revocation or suspension of such registration. The loss of a gaming license for any reason would have a material adverse effect on the value of a casino property and could reduce fee income associated with such operations and consequently negatively affect our business results.


We are subject to risks from litigation filed by or against us.


Legal or governmental proceedings brought by or on behalf of franchisees, third-party owners of managed properties, employees or customers may adversely affect our financial results. In recent years, a number ofwe and other hospitality companies have been subject to lawsuits, including class action lawsuits, alleging violations of federal laws and regulations regarding workplace and employment matters, consumer protection claims and other commercial matters. A number of these lawsuits have resulted in the payment of substantial damages by the defendants. Similar lawsuits have been and may be instituted against us from time to time, and we may incur substantial damages and expenses resulting from lawsuits of this type, which could have a material adverse effect on our business. At any given time, we may be engaged in lawsuits or disputes involving third-party owners of our hotels. Similarly, we may from time to time institute legal proceedings on behalf of ourselves or others, the ultimate outcome of which could cause us to incur substantial damages and expenses, which could have a material adverse effect on our business.


 
Risks Related to Our Spin-offs

We may be unable to achieve some or all of the benefits that we expect to achieve from the spin-offs.

Although we believe that separating our ownership business and our timeshare business by means of the spin-offs has provided financial, operational, managerial and other benefits to us and our stockholders, the spin-offs may not provide results on the scope or scale we anticipate, and we may not realize any or all of the intended benefits. For example, if the statutory and regulatory requirements relating to REITs are not met by Park, the benefits of spinning off the ownership business may be reduced or may be unavailable to us, our stockholders and stockholders of Park. If we do not realize the intended benefits of the spin-offs, we or the businesses that were spun off could suffer a material adverse effect on our or their business, financial condition, results of operations and cash flows.


The spin-offs could result in substantial tax liability to us and our stockholders.


We received a private letter ruling from the IRS on certain issues relevant to qualification of the spin-offs as tax-free distributions under Section 355 of the Internal Revenue Code of 1986, as amended (the "Code"). Although the private letter
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ruling generally is binding on the IRS, the continued validity of the private letter ruling will be based upon and subject to the accuracy of factual statements and representations made to the IRS by us. Further, the private letter ruling is limited to specified aspects of the spin-offs under Section 355 of the Code and does not represent a determination by the IRS that all of the requirements necessary to obtain tax-free treatment to holders of our common stock and to us have been satisfied. Moreover, if any statement or representation upon which the private letter ruling was based was incorrect or untrue in any material respect,

or if the facts upon which the private letter ruling was based were materially different from the facts that prevailed at the time of the spin-offs, the private letter ruling could be invalidated. The opinion of tax counsel we received in connection with the spin-offs regarding the qualification of the spin-offs as tax-free distributions under Section 355 of the Code similarly relied on, among other things, the continuing validity of the private letter ruling and various assumptions and representations as to factual matters made by each of the spun-off companies and us which, if inaccurate or incomplete in any material respect, would jeopardize the conclusions reached by counsel in its opinion. The opinion is not binding on the IRS or the courts, and there can be no assurance that the IRS or the courts will not challenge the conclusions stated in the opinion or that any such challenge would not prevail. Additionally, recently enacted legislation denies tax-free treatment to a spin-off in which either the distributing corporation or the spun-off corporation is a REIT and prevents a distributing corporation or a spun-off corporation from electing REIT status for a 10-year period following a tax-free spin-off. Under an effective date provision, the legislation does not apply to distributions described in a ruling request initially submitted to the IRS before December 7, 2015. Because our initial request for the private letter ruling was submitted before that date and because we believe the distribution has been described in that initial request, we believe the legislation does not apply to the spin-off of Park. However, no ruling was obtained on that issue and thus no assurance can be given in that regard. In particular, the IRS or a court could disagree with our view regarding the effective date provision based on any differences that exist between the description in the ruling request and the actual facts relating to the spin-offs. If the legislation applied to the spin-off of Park, either the spin-off would not qualify for tax-free treatment or Park would not be eligible to elect REIT status for a 10-year period following the spin-off.


If the spin-offs and certain related transactions were determined to be taxable, the Company would be subject to a substantial tax liability that would have a material adverse effect on our financial condition, results of operations and cash flows. In addition, if the spin-offs were taxable, each holder of our common stock who received shares of Park and HGV would generally be treated as receiving a taxable distribution of property in an amount equal to the fair market value of the shares received.


Park or HGV may fail to perform under various transaction agreements that we have executed as part of the spin-offs.


In connection with the spin-offs, we, Park and HGV entered into a distribution agreement and various other agreements, including a transition services agreement, a tax matters agreement, an employee matters agreement and, as to Park, management agreements, and, as to HGV, a license agreement. Certain of these agreements provide for the performance of services by each company for the benefit of the other following the spin-offs. We are relying on Park and HGV to satisfy their performance and payment obligations under these agreements. In addition, it is possible that a court would disregard the allocation agreed to between us, Park and HGV and require that we assume responsibility for certain obligations allocated to Park and to HGV, particularly if Park or HGV were to refuse or were unable to pay or perform such obligations. The impact of any of these factors is difficult to predict, but one or more of them could cause reputational harm and could have an adverse effect on our financial position, results of operations and/or cash flows.


In connection with the spin-offs, each of Park and HGV indemnified us for certain liabilities. These indemnities may not be sufficient to insure us against the full amount of the liabilities assumed by Park and HGV, and Park and HGV may be unable to satisfy their indemnification obligations to us in the future.


In connection with the spin-offs, each of Park and HGV indemnified us with respect to such parties’ assumed or retained liabilities pursuant to the distribution agreement and breaches of the distribution agreement or other agreements related to the spin-offs. There can be no assurance that the indemnities from each of Park and HGV will be sufficient to protect us against the full amount of these and other liabilities. Third parties also could seek to hold us responsible for any of the liabilities that Park and HGV have agreed to assume. Even if we ultimately succeed in recovering from Park or HGV any amounts for which we are held liable, we may be temporarily required to bear those losses ourselves. Each of these risks could negatively affect our business, financial condition, results of operations and cash flows.


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If we are required to indemnify Park or HGV in connection with the spin-offs, we may need to divert cash to meet those obligations, which could negatively affect our financial results.


Pursuant to the distribution agreement entered into in connection with the spin-offs and certain other agreements among Park and HGV and us, we agreed to indemnify each of Park and HGV from certain liabilities. Indemnities that we may be required to provide Park and/or HGV may be significant and could negatively affect our business.



Risks Related to Our Indebtedness


Our substantial indebtedness and other contractual obligations could adversely affect our financial condition, our ability to raise additional capital to fund our operations, our ability to operate our business, our ability to react to changes in the economy or our industry and our ability to pay our debts, and could divert our cash flow from operations for debt payments.


We have a significant amount of indebtedness. As of December 31, 2017,2019, our total indebtedness, excluding unamortized deferred financing costs and discounts,discount, was approximately $6.7$8.1 billion, and our contractual debt maturities of our long-term debt for the years ending December 31, 2018, 20192020, 2021 and 2020, respectively,2022 were $54$37 million, $55$30 million and $57 million.$22 million, respectively. Our substantial debt and other contractual obligations could have important consequences, including:


requiring a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, thereby reducing our ability to use our cash flow to fund our operations, capital expenditures or dividends to stockholders and to pursue future business opportunities;


increasing our vulnerability to adverse economic, industry or competitive developments;


exposing us to increased interest expense, as our degree of leverage may cause the interest rates of any future indebtedness (whether fixed or floating rate interest) to be higher than they would be otherwise;


exposing us to the risk of increased interest rates because certain of our indebtedness is at variable rates of interest;


making it more difficult for us to satisfy our obligations with respect to our indebtedness, and any failure to comply with the obligations of any of our debt instruments, including restrictive covenants, could result in an event of default that accelerates our obligation to repay indebtedness;


restricting us from making strategic acquisitions or causing us to make non-strategic divestitures;


limiting our ability to obtain additional financing for working capital, capital expenditures, product development, satisfaction of debt service requirements, acquisitions and general corporate or other purposes; and


limiting our flexibility in planning for, or reacting to, changes in our business or market conditions and placing us at a competitive disadvantage compared to our competitors who may be better positioned to take advantage of opportunities that our leverage prevents us from exploiting.


In addition, certain of our variable rate indebtedness uses London Interbank Offer Rate ("LIBOR") as a benchmark for establishing the rate of interest and may be hedged with LIBOR-based interest rate derivatives. LIBOR has been the subject of recent national, international and other regulatory guidance and proposals for reform, and it is currently expected that LIBOR will be discontinued after 2021.While all of our material financing arrangements indexed to LIBOR provide procedures for determining an alternative base rate in the event that LIBOR is discontinued, there can be no assurances as to whether such alternative base rate will be more or less favorable than LIBOR.We intend to monitor developments with respect to the phasing out of LIBOR and will work to minimize the impact of any LIBOR transition. The consequences of these developments cannot be entirely predicted, but could include an increase in the cost of our variable rate indebtedness.

We are a holding company, and substantially all of our consolidated assets are owned by, and most of our business is conducted through, our subsidiaries. Revenues from these subsidiaries are our primary source of funds for debt payments and operating expenses. If our subsidiaries are restricted from making distributions to us, that may impair our ability to meet our debt service obligations or otherwise fund our operations. Moreover, there may be restrictions on payments by subsidiaries to their parent companies under applicable laws, including laws that require companies to maintain minimum amounts of capital and to make payments to stockholders only from profits. As a result, although a subsidiary of ours may have cash, we may not be able to obtain that cash to satisfy our obligation to service our outstanding debt or fund our operations.
 

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Certain of our debt agreements impose significant operating and financial restrictions on us and our subsidiaries, which may prevent us from capitalizing on business opportunities.


The indentures that govern our senior notes and the credit agreement that governs our senior secured credit facilities impose significant operating and financial restrictions on us. These restrictions limit our ability and/or the ability of our subsidiaries to, among other things:


incur or guarantee additional debt or issue disqualified stock or preferred stock;


pay dividends, (includingincluding to us)us, and make other distributions on, or redeem or repurchase, capital stock;


make certain investments;


incur certain liens;


enter into transactions with affiliates;


merge or consolidate;


enter into agreements that restrict the ability of restricted subsidiaries to make dividends or other payments to the issuers;us;


designate restricted subsidiaries as unrestricted subsidiaries; and


transfer or sell assets.


In addition, if, onthe credit agreement requires us to maintain a consolidated secured net leverage ratio not to exceed 5.0 to 1.0 as of the last day of any period of four consecutive quarters, the aggregate principal amount of revolving credit loans, swing line loans and/or letters of credit (excluding up to $50 million of letters of credit and certain other letters of credit that have been cash collateralized or back-stopped) that are issued and/or outstanding is greater than 30 percent of the revolving credit facility, the credit agreement will require us to maintain a consolidated first lien net leverage ratio not to exceed 7.0 to 1.0.quarters.


As a result of these restrictions, we are limited as to how we conduct our business and we may be unable to raise additional debt or equity financing to compete effectively or to take advantage of new business opportunities. The terms of any future indebtedness we may incur could include more restrictive covenants. We may not be able to maintain compliance with these covenants in the future and, if we fail to do so, we may not be able to obtain waivers from the lenders and/or amend the covenants.


Our failure to comply with the restrictive covenants described above, as well as other terms of our other indebtedness and/or the terms of any future indebtedness from time to time, could result in an event of default, which, if not cured or waived, could result in our being required to repay these borrowings before their due date. If we are forced to refinance these borrowings on less favorable terms or are unable to refinance these borrowings, our results of operations and financial condition could be adversely affected.


Servicing our indebtedness will require a significant amount of cash. Our ability to generate sufficient cash depends on many factors, some of which are not within our control.


Our ability to make payments on our indebtedness, to fund planned capital expenditures and to pay dividends to our stockholders will depend on our ability to generate cash in the future. To a certain extent, this is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. If we are unable to generate sufficient cash flow to service our debt and meet our other commitments, we may need to restructure or refinance all or a portion of our debt, sell material assets or operations or raise additional debt or equity capital. We may not be able to effect any of these actions on a timely basis, on commercially reasonable terms or at all, and these actions may not be sufficient to meet our capital requirements. In addition, the terms of our existing or future debt arrangements may restrict us from effecting any of these alternatives. Finally, our ability to raise additional equity capital may be restricted by the stockholders agreement we entered into with HGV and certain entities affiliated with Blackstone that is intended to preserve the tax-free status of the spin-offs of Park and HGV.


Despite our current level of indebtedness, we may be able to incur substantially more debt and enter into other transactions, which could further exacerbate the risks to our financial condition described above.


We may be able to incur significant additional indebtedness, including secured debt, in the future. Although the credit agreements and indentures that govern substantially all of our indebtedness contain restrictions on the incurrence of additional indebtedness and entering into certain types of other transactions, these restrictions are subject to a number of qualifications and
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exceptions. Additional indebtedness incurred in compliance with these restrictions could be substantial. These restrictions also do not prevent us from incurring obligations, such as trade payables, that do not constitute indebtedness as defined under our debt instruments. To the extent new debt is added to our current debt levels, the substantial leverage risks described in the preceding three risk factors would increase.



Risks Related to Ownership of Our Common Stock


The interests of certain of our stockholders may conflict with ours or yours in the future.

HNA, which purchased 25 percentmarket price and trading volume of our common stock from Blackstone in March 2017, beneficially owned approximately 26.0 percentmay fluctuate substantially and be volatile due to numerous factors beyond our control.

Our common stock is listed on the New York Stock Exchange ("NYSE") under the trading symbol "HLT." The capital and credit markets have on occasion experienced periods of extreme volatility and disruption. The market price and liquidity of the market for shares of our common stock asmay be significantly affected by numerous factors, some of December 31, 2017 as a result ofwhich are beyond our share repurchases lowering our total number of shares outstanding. Blackstonecontrol and its affiliates beneficially owned approximately 5.4 percent of our common stock as of December 31, 2017. Moreover, under our by-laws and each stockholders’ agreement with HNA and Blackstone, for so long as HNA or Blackstone, as applicable, retains specified levels of ownership of us, we have agreed to nominatemay not be directly related to our board individuals designated by them. Thus, for so long as HNA and Blackstone continue to own specified percentagesoperating performance. In the past, securities class action litigation has been instituted against companies following periods of our stock, each will be able to influence the composition of our board of directors and the approval of actions requiring stockholder approval. Accordingly, during that period of time, each of HNA and Blackstone may have influence with respect to our management, business plans and policies, including the appointment and removal of our officers. For example, for so long as HNA or Blackstone continues to own a significant percentage of our stock, HNA or Blackstone may be able to influence whether or not a change of control of our company or a changevolatility in the compositionprice of their common stock. This type of litigation could result in substantial costs and divert our boardmanagement’s attention and resources, which could have an adverse effect on our financial condition, results of directors occurs. The concentration of ownership could deprive you of an opportunity to receive a premium for your shares of common stock as part of a sale of our companyoperations, cash flow and ultimately might affect the marketper share trading price of our common stock.

Each of HNA and Blackstone and its respective affiliates engage in a broad spectrum of activities, including investments in the hospitality industry. In the ordinary course of their business activities, each of HNA and Blackstone and their respective affiliates may engage in activities where their interests conflict with ours or those of our stockholders. For example, HNA acquired Carlson Hotels in December 2016 and owns an interest in NH Hotel Group. Blackstone owns interests in La Quinta Holdings Inc. and certain other investments in the hospitality industry and may pursue ventures that compete directly or indirectly with us. In addition, affiliates of HNA and Blackstone directly and indirectly own hotels that we manage or franchise, and they may in the future enter into other transactions with us, including hotel development projects, that could result in their having interests that could conflict with ours. Our amended and restated certificate of incorporation provides that none of Blackstone, any of its affiliates or any director who is not employed by us (including any non-employee director who serves as one of our officers in both his or her director and officer capacities) or his or her affiliates will have any duty to refrain from engaging, directly or indirectly, in the same business activities or similar business activities or lines of business in which we operate. Under our stockholders agreement with HNA, we agreed to renounce any interest or expectancy, or right to be offered an opportunity to participate in, any business opportunity or corporate opportunity presented to HNA or its affiliates. HNA or Blackstone also may pursue acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may be unavailable to us. In addition, HNA or Blackstone may have an interest in pursuing acquisitions, divestitures and other transactions that, in their judgment, could enhance their respective investments, even though such transactions might involve risks to you.


While we currently pay a quarterly cash dividend to holders of our common stock, we may change our dividend policy at any time.


Although we currently pay a quarterly cash dividend to holders of our common stock, we have no obligation to do so, and our dividend policy may change at any time without notice to our stockholders. The declaration and payment of dividends is at the discretion of our board of directors in accordance with applicable law after taking into account various factors, including our financial condition, operating results, current and anticipated cash needs, limitations imposed by our indebtedness, legal requirements and other factors that our board of directors deems relevant.


Future issuances of common stock by us, and the availability for resale of shares held by certain investors, may cause the market price of our common stock to decline.


Blackstone owned approximately 5.4 percent and HNA owned approximately 26.0 percentThe issuance of our outstanding common stock as of December 31, 2017. Pursuant to registration rights agreements, Blackstone and certain management stockholders have, and HNA will have, the right to cause us, in certain instances, at our expense, to file registration statements under the Securities Act covering resalesadditional shares of our common stock, held by them. These shares also may be sold pursuant to Rule 144 under the Securities Act, depending on their holding period and subject to restrictions in the caseor issuance of shares held by persons deemedof preferred stock or securities convertible or exchangeable into equity securities, may dilute the ownership interest of existing holders of our common stock. Because our decision to beissue additional equity securities in any future offering will depend on market conditions and other factors beyond our affiliates. As restrictionscontrol, we cannot predict or estimate the amount, timing or nature of our future issuances. Also, we cannot predict the effect, if any, of future sales of our common stock, or the availability of shares for future sales, on resale end or if these stockholders exercise their registration rights, the market price of our stock could decline if the holders of restricted shares sell them or are perceived by the market as intending to sell them. HNA is subject to specified transfer restrictions pursuant to the terms of a stockholders agreement with us. Those restrictions are subject to specified exceptions, including in connection with margin loan arrangements and any proposed transfers that a majority of the disinterested members of our board of directors may approve. Each of HNA and Blackstone has pledged

substantially all of the shares of our common stock held by it pursuant to margin loan arrangements and any foreclosure upon those shares could result in sales of a substantial number of shares of our common stock in the public market.stock. Sales of a substantial number of shares of our common stock, in the public market, or the perception that these sales could occur, could substantially decreasemay adversely affect the market price of our common stock.


Anti-takeover provisions in our organizational documents and Delaware law might discourage or delay acquisition attempts for us that youone might consider favorable.


Our amended and restated certificate of incorporation and amended and restated by-laws contain provisions that may make the merger or acquisition of our company more difficult without the approval of our board of directors. Among other things:


although we do not have a stockholder rights plan, and would either submit any such plan to stockholders for ratification or cause such plan to expire within a year, these provisions would allow us to authorize the issuance of undesignated preferred stock in connection with a stockholder rights plan or otherwise, the terms of which may be established and the shares of which may be issued without stockholder approval, and which may include super voting, special approval, dividend or other rights or preferences superior to the rights of the holders of common stock;


these provisions prohibit stockholder action by written consent unless such action is recommended by all directors then in office;


these provisions provide that our board of directors is expressly authorized to make, alter or repeal our bylawsby-laws and that our stockholders may only amend our by-laws with the approval of 80 percent or more of all the outstanding shares of our capital stock entitled to vote; and


these provisions establish advance notice requirements for nominations for elections to our board or for proposing matters that can be acted upon by stockholders at stockholder meetings.

35


Further, as a Delaware corporation, we are subject to provisions of Delaware law, which may impair a takeover attempt that our stockholders may find beneficial. These anti-takeover provisions and other provisions under Delaware law could discourage, delay or prevent a transaction involving a change in control of our company, including actions that our stockholders may deem advantageous, or negatively affect the trading price of our common stock. These provisions could also discourage proxy contests and make it more difficult for you and otherour stockholders to elect directors of yourtheir choosing and to cause us to take other corporate actions youthey desire.


Item 1B. Unresolved Staff Comments


None.

36


Item 2.  Properties


Hotel Properties


Owned or Controlled Hotels


As of December 31, 2017,2019, we owned 100 percent or a controlling financial interest in the following fourtwo properties, representing 929416 rooms.

PropertyLocationRooms
Hilton Hotels & Resorts
Hilton Paris Orly AirportParis, France340
Hilton Nairobi(1)
Nairobi, Kenya287
Hilton Odawara Resort & SpaOdawara City, Japan173
Hilton Belfast Templepatrick Golf & Country ClubTemplepatrick, United Kingdom129
____________
(1)
We own a controlling interest, but less than a 100 percent interest, in the entity that owns this property.

(1)We own a controlling financial interest, but less than a 100 percent interest, in the entity that owns the property.

Joint Venture Hotels


As of December 31, 2017,2019, we had a minority or noncontrolling financial interest in and operatedthe entities that own or lease the following sixfive properties, representing 2,4572,244 rooms. We have a right of first refusal to purchase additional equity interests in certain of these joint ventures. We manage each of the hotels for the entity owning or leasing the hotel.

Property Location Ownership RoomsPropertyLocationOwnership  Rooms  
Waldorf Astoria Hotels & Resorts 
Waldorf Astoria Chicago Chicago, IL, USA 12% 215
Conrad Hotels & Resorts Conrad Hotels & Resorts
Conrad Cairo Cairo, Egypt 10% 614Conrad CairoCairo, Egypt10%  614
Hilton Hotels & Resorts Hilton Hotels & Resorts
Hilton Tokyo Bay Urayasu-shi, Japan 24% 828Hilton Tokyo BayUrayasu-shi, Japan24%  828
Hilton Nagoya Nagoya, Japan 24% 460Hilton NagoyaNagoya, Japan24%  460
Hilton Mauritius Resort & Spa Flic-en-Flac, Mauritius 20% 193Hilton Mauritius Resort & SpaFlic-en-Flac, Mauritius20%  193
Hilton Imperial Dubrovnik Dubrovnik, Croatia 18% 147Hilton Imperial DubrovnikDubrovnik, Croatia18%  149


Leased Hotels


As of December 31, 2017,2019, we leased the following 6358 hotels, representing 18,82017,897 rooms.

PropertyLocationRooms
Waldorf Astoria Hotels & Resorts
Rome Cavalieri, Waldorf Astoria Hotels & ResortsRome, Italy370
Waldorf Astoria AmsterdamAmsterdam, Netherlands93
Conrad Hotels & Resorts
Conrad OsakaOsaka, Japan164
Hilton Hotels & Resorts
Hilton Tokyo(1)
(Shinjuku-ku) Tokyo, Japan821825 
Ramses HiltonCairo, Egypt817
Hilton ViennaVienna, Austria655 
Hilton London KensingtonLondon, United Kingdom601
Hilton ViennaOsaka(1)
Vienna, AustriaOsaka, Japan579562 
Hilton Tel AvivTel Aviv, Israel560
Hilton Osaka(1)
Osaka, Japan527
Hilton Istanbul BosphorusIstanbul, Turkey500
Hilton Munich ParkMunich, Germany484
Hilton Munich CityMunich, Germany480483 
London Hilton on Park LaneLondon, United Kingdom453
Hilton Diagonal Mar BarcelonaBarcelona, Spain433
Hilton MainzMainz, Germany431
Hilton Trinidad & Conference CentrePort of Spain, Trinidad405
Hilton London Heathrow AirportLondon, United Kingdom398 
Hilton IzmirIzmir, Turkey380 


37


PropertyLocationRooms
Hilton London Heathrow AirportLondon, United Kingdom398
Hilton IzmirIzmir, Turkey380
Hilton Addis AbabaAddis Ababa, Ethiopia372
Hilton Vienna Danube WaterfrontVienna, Austria367
Hilton FrankfurtFrankfurt, Germany342
Hilton Brighton MetropoleBrighton, United Kingdom340
Hilton SandtonSandton, South Africa329
Hilton MilanMilan, Italy320
Hilton BrisbaneBrisbane, Australia319
Hilton GlasgowGlasgow, United Kingdom319
Ankara HiltonAnkara, Turkey309
The Waldorf Hilton, LondonLondon, United Kingdom298
Hilton CologneCologne, Germany296
Adana HiltonAdana, Turkey295
Hilton Stockholm SlussenStockholm, Sweden289
Hilton Madrid AirportMadrid, Spain284
Parmelia Hilton PerthParmelia Perth, Australia284
Hilton London Canary WharfLondon, United Kingdom282
Hilton AmsterdamAmsterdam, Netherlands271
Hilton Newcastle GatesheadNewcastle Upon Tyne, United Kingdom254
Hilton Vienna PlazaVienna, Austria254
Hilton BonnBonn, Germany252
Hilton London Tower BridgeLondon, United Kingdom248
Hilton Manchester AirportManchester, United Kingdom230
Hilton BracknellBracknell, United Kingdom215
Hilton Antwerp Old TownAntwerp, Belgium210
Hilton ReadingReading, United Kingdom210
Hilton Leeds CityLeeds, United Kingdom208
Hilton WatfordWatford, United Kingdom200
Mersin HiltonMersin, Turkey186
Hilton Warwick/Stratford-upon-AvonWarwick, United Kingdom181
Hilton LeicesterLeicester, United Kingdom179
Hilton InnsbruckInnsbruck, Austria176
Hilton NottinghamNottingham, United Kingdom176
Hilton St. Anne’s Manor, BracknellWokingham, United Kingdom170
Hilton London CroydonCroydon, United Kingdom168
Hilton CobhamCobham, United Kingdom158
Hilton Paris La DefenseParis, France153
Hilton East Midlands AirportDerby, United Kingdom152
Hilton MaidstoneMaidstone, United Kingdom146
Hilton Avisford Park, ArundelArundel, United Kingdom140
Hilton NorthamptonNorthampton, United Kingdom139
Hilton London Hyde ParkLondon, United Kingdom136
Hilton YorkYork, United Kingdom131
Hilton Mainz CityMainz, Germany127
Hilton Puckrup Hall, TewkesburyTewkesbury, United Kingdom112
Hilton Glasgow GrosvenorGlasgow, United Kingdom97
____________
(1)
We own a majority or controlling financial interest, but less than a 100 percent interest, in entities that lease these properties.

(1)We own a controlling financial interest, but less than a 100 percent interest, in the entity that owns the property.

Corporate Headquarters and Regional Offices


Our corporate headquarters are located at 7930 Jones Branch Drive, McLean, Virginia 22102. These offices consist of approximately 223,000271,000 rentable square feet of leased space. The lease for this property expires on December 31, 2023, with options to renew and increase the rentable square footage. We also have corporate offices in Watford, England (Europe), Dubai, United Arab Emirates (Middle East and Africa), Singapore (Asia Pacific), Tokyo (Japan) and Shanghai (China). Additionally, to support our operations, we have our Hilton Honors and other commercial services office in Addison, Texas. Other non-

operatingnon-operating real estate holdings includethat we own or lease includes centralized operations centers located in Memphis, Tennessee and Glasgow, U.K.,Scotland, and our Hilton Reservations and Customer Care officesoffice in Carrollton, Texas and Tampa, Florida.

Texas. We believe that our existing office properties are in good condition and are sufficient and suitable for the conduct of our business. In the event we need to expand our operations, we believe that suitable space will be available on commercially reasonable terms.


38


Item 3.   Legal Proceedings


We are involved in various claims and lawsuits arising in the ordinary course of business, some of which include claims for substantial sums, including proceedings involving tort and other general liability claims, employee claims, consumer protection claims and claims related to our management of certain hotel properties. We recognize a liability when we believe the loss is probable and can be reasonably estimated. Most occurrences involving liability, claims of negligence and employees are covered by insurance with solvent insurance carriers. The ultimate results of claims and litigation cannot be predicted with certainty. We believe we have adequate reserves against such matters. We currently believe that the ultimate outcome of such lawsuits and proceedings will not, individually or in the aggregate, have a material adverse effect on our consolidated financial position, results of operations or cash flows. However, depending on the amount and timing, an unfavorable resolution of some or all of these matters could materially affect our future results of operations in a particular period.


Item 4.   Mine Safety Disclosures


Not applicable.

39


PART II


Item 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Item 5.  Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities

Market Information and Dividends

Our common stock beganis listed for trading publicly on the NYSE under the symbol "HLT" on December 12, 2013."HLT." As of December 31, 2017,2019, there were approximately 3513 holders of record of our common stock. This stockholder figurestock, which does not include a substantially greater number of beneficial holders whose shares are held of record by banks, brokers and other financial institutions. On January 3, 2017, we completed a 1-for-3 reverse stock split of our outstanding common stock.


We currently pay regular quarterly cash dividends and expect to continue paying regular cash dividends on a quarterly basis. Any decision to declare and pay dividends in the future will be made at the sole discretion of our board of directors and will depend on, among other things, our results of operations, cash requirements, financial condition, contractual restrictions and other factors that our board of directors may deem relevant. Because we are a holding company and have no direct operations, we will only be able to pay dividends from funds we receive from our subsidiaries. The following table presents the high and low sales prices for our common stock as reported by the NYSE and the cash dividends we declared for the last two fiscal years:
     Dividends
 Stock Price Declared per
 High Low Share
Fiscal Year Ended December 31, 2017:     
First Quarter$60.49
 $55.00
 $0.15
Second Quarter67.79
 55.91
 0.15
Third Quarter69.74
 60.54
 0.15
Fourth Quarter80.94
 68.60
 0.15
      
Fiscal Year Ended December 31, 2016:     
First Quarter$68.67
 $48.48
 $0.21
Second Quarter70.80
 60.75
 0.21
Third Quarter73.29
 66.51
 0.21
Fourth Quarter83.85
 65.40
 0.21



Performance Graph


The following graph compares theHilton's cumulative total stockholder return since December 12, 201331, 2014 with the S&P 500 Index ("S&P 500") and the S&P Hotels, Resorts & Cruise Lines Index ("S&P Hotel"). The graph assumes that the value of the investment in our common stock and each index was $100 on December 12, 201331, 2014 and that all dividends and other distributions, including the effect of the spin-offs, were reinvested. The comparisons in the graph below are based on historical data and are not indicative of, or intended to forecast, future performance of our common stock.


hlt-20191231_g19.jpg

12/12/2013 12/31/2013 12/31/2014 12/31/2015 12/31/2016 12/31/201712/31/201412/31/201512/31/201612/31/201712/31/201812/31/2019
Hilton$100.00
 $103.49
 $121.35
 $99.53
 $129.97
 $187.58
Hilton$100.00  $82.02  $107.10  $154.58  $140.02  $218.82  
S&P 500100.00
 104.10
 115.96
 115.12
 126.10
 150.58
S&P 500100.00  99.27  108.74  129.86  121.76  156.92  
S&P Hotel100.00
 109.17
 132.84
 135.47
 142.45
 208.58
S&P Hotel100.00  101.98  107.23  157.01  126.59  170.50  


Recent Sales of Unregistered Securities


None.



40


Issuer Purchases of Equity Securities


The following table sets forth information regarding our purchases of shares of our common stock during the three months ended December 31, 2017:2019:

 
Total Number of Shares Purchased(1)
 
Average Price Paid per Share(2)
 
Total Number of Shares Purchased as Part of Publicly Announced Program(3)
 
Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program(3)
(in millions)
October 1, 2017 to October 31, 2017986,175
 $69.11
 986,175
 $307
November 1, 2017 to November 30, 20171,068,841
 74.59
 1,068,841
 1,227
December 1, 2017 to December 31, 20171,499,608
 78.38
 1,499,608
 1,109
Total3,554,624
 74.67
 3,554,624
  
Total Number of Shares Purchased
Average Price Paid per Share(1)
Total Number of Shares Purchased as Part of Publicly Announced Program(2)
Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program(2)
(in millions)
October 1, 2019 to October 31, 20191,547,663  $93.57  1,547,663  $814  
November 1, 2019 to November 30, 20191,157,621  99.76  1,157,621  698  
December 1, 2019 to December 31, 20191,684,131  108.72  1,684,131  515  
Total4,389,415  101.01  4,389,415  
____________
(1)
(1)This price includes per share commissions paid.
(2)Our stock repurchase program, which was initially announced in February 2017 and subsequently increased in November 2017 and February 2019, allows for the repurchase of up to a total of $3.5 billion of our common stock. Under this publicly announced program, we are authorized to repurchase shares through open market purchases, privately-negotiated transactions or otherwise in accordance with applicable federal securities laws, including through Rule 10b5-1 trading plans and under Rule 10b-18 of the Exchange Act. The repurchase program does not have an expiration date and may be suspended or discontinued at any time.

41


The total number of shares purchased also includes 75,710 shares of common stock acquired during the three months ended December 31, 2017 for a total cost of approximately $6 million that were not part of any publicly announced share repurchase program. These shares were retained to cover withholding taxes incurred in connection with the vesting of restricted stock awards granted under our incentive compensation plans.
(2)
This price includes per share commissions paid for all share repurchases made under the Company's share repurchase program.
(3)
In February 2017, our board of directors authorized a stock repurchase program of up to $1.0 billion of the Company's common stock and, in November 2017, an additional $1.0 billion was authorized. Under this publicly announced repurchase program, the Company is authorized to repurchase shares through open market purchases, privately-negotiated transactions or otherwise in accordance with applicable federal securities laws, including through Rule 10b5-1 trading plans and under Rule 10b-18 of the Exchange Act. The repurchase program does not have an expiration date and may be suspended or discontinued at any time.


Item 6.   Selected Financial Data


We derived the selected statement of operations data for the years ended December 31, 2017, 20162019, 2018 and 20152017 and the selected balance sheet data as of December 31, 20172019 and 20162018 from our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. All periods presented have been restated to reflectWe derived the combined results of operations and financial position of Park and HGV as discontinued operations as a result of the spin-offs of these businesses in January 2017. The selected statement of operations data for the yearyears ended December 31, 20142016 and 2015 and the selected balance sheet data as of December 31, 2017, 2016 and 2015 were derived from audited consolidated financial statements that are not included in this Annual Report on Form 10-K. The selected statement of operations data for the year ended December 31, 2013 and the selected balance sheet data as of December 31, 2014 and 2013 were derived from unaudited consolidated financial statements, adjusted to reflect the spin-offs, that are not included in this Annual Report on Form 10-K.


The selected financial data below should be read together with the consolidated financial statements including the related notes thereto and "Part II—Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this Annual Report on Form 10-K. Our historical results are not necessarily indicative of the results expected for any future period.

As of and for the Year Ended December 31,
2019(1)
201820172016
2015(2)
(in millions, except per share data)
Selected Statement of Operations Data:
Total revenues$9,452  $8,906  $8,131  $6,576  $7,133  
Operating income1,657  1,432  1,132  868  904  
Income (loss) from continuing operations, net of taxes886  769  1,089  (17) 881  
Net income (loss) from continuing operations per share:
Basic$3.07  $2.53  $3.34  $(0.08) $2.67  
Diluted3.04  2.50  3.32  (0.08) 2.66  
Cash dividends declared per share$0.60  $0.60  $0.60  $0.84  $0.42  
Selected Balance Sheet Data:
Total assets(3)
$14,957  $13,995  $14,228  $26,176  $25,622  
Long-term debt(4)
7,993  7,282  6,602  6,616  5,894  
____________
(1)We adopted the requirements of Accounting Standards Update ("ASU") ASU No. 2016-02, Leases (Topic 840) ("ASU 2016-02") on January 1, 2019 by applying the requirements on the adoption date and recording a cumulative adjustment to the opening balance of retained earnings.
(2)Selected statement of operations data and selected balance sheet data have not been adjusted from the basis of accounting applied before our adoption of ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) as of January 1, 2016.
(3)Includes the assets of Hilton, Park and HGV as of December 31, 2016 and 2015.
(4)Includes current maturities and is net of unamortized deferred financing costs and discount. Also includes finance lease liabilities and other debt of consolidated VIEs.
42

 As of and for the year ended December 31,
 2017 2016 2015 2014 2013
 (in millions, except per share data)
Selected Statement of Operations Data:         
Total revenues$9,140
 $7,382
 $7,133
 $6,688
 $6,210
Operating income1,372
 952
 900
 703
 298
Income (loss) from continuing operations, net of taxes1,264
 (8) 881
 179
 (2)
          
Net income (loss) from continuing operations per share(1)
         
Basic$3.88
 $(0.05) $2.67
 $0.53
 $(0.14)
Diluted3.85
 (0.05) 2.66
 0.53
 (0.14)
          
Cash dividends declared per share(1)
$0.60
 $0.84
 $0.42
 $
 $
          
Selected Balance Sheet Data:         
Total assets$14,308
 $26,211
 $25,622
 $26,001
 $26,410
Long-term debt(2)
6,602
 6,616
 5,894
 6,696
 7,723

___________
(1)
Weighted average shares outstanding used in the computation of basic and diluted net income (loss) from continuing operations per share and cash dividends declared per share for periods prior to January 3, 2017 was adjusted to reflect the Reverse Stock Split. See Note 1: "Organization" in our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional information.
(2)
Includes current maturities and is net of unamortized deferred financing costs and discount. Also includes capital lease obligations and debt of VIEs.





Item 7.  Management's Discussion and Analysis of Financial Condition and Results of Operations


The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K.


For the discussion of the financial condition and results of operations for the year ended December 31, 2018 compared to the year ended December 31, 2017, refer to "Part II—Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations" and "—Liquidity and Capital Resources" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 filed with the SEC on February 13, 2019, which discussion is incorporated herein by reference.

Overview


Our Business


Hilton isone of the largest and fastest growing hospitality companies in the world, with 5,2846,110 properties comprising 856,115971,780 rooms in 105119 countries and territories as of December 31, 2017.2019. Our premier brand portfolio includes: our luxury and lifestyle hotel brands, Waldorf Astoria Hotels & Resorts, LXR Hotels & Resorts, Conrad Hotels & Resorts and Canopy by Hilton; our full service hotel brands, Signia by Hilton, Hilton Hotels & Resorts, Curio - A Collection by Hilton, DoubleTree by Hilton, Tapestry Collection by Hilton and Embassy Suites by Hilton; our focused service hotel brands, Motto by Hilton, Hilton Garden Inn, Hampton by Hilton, Tru by Hilton, Homewood Suites by Hilton and Home2 Suites by Hilton; and our timeshare brand, Hilton Grand Vacations. As of December 31, 2017,2019, we had approximately 71more than 103 million members in our award-winning guest loyalty program, Hilton Honors, a 2021 percent increase from December 31, 2016.2018.


Recent EventsIn January 2020, we launched our newest brand, Tempo by Hilton, an approachable lifestyle hotel brand dedicated to exceeding the expectations of an emerging, and discerning, class of traveler: the modern achiever. Pioneering a new hospitality category, Tempo by Hilton offers accommodations thoughtfully designed to help guests relax and recharge.

On January 3, 2017, we completed the spin-offs of Park and HGV. The historical financial results of Park and HGV are reflected in our consolidated financial statements as discontinued operations. See Note 3: "Discontinued Operations" in our consolidated financial statements for additional information.

On January 3, 2017, we completed a 1-for-3 reverse stock split of Hilton's outstanding common stock. See Note 1: "Organization" in our consolidated financial statements for additional information.

Segments and Regions


Management analyzesWe analyze our operations and business by both operating segments and geographic regions. Our operations consist of two reportable segments that are based on similar products or services: (i) management and franchise;franchise and (ii) ownership. The management and franchise segment provides services, including hotel management and licensing of our brands. This segment generates its revenue from: (i) management and franchise fees charged to third-party hotel owners; (ii) licenselicensing fees from HGV and strategic partnerships for the exclusive right to use certain Hilton marks and intellectual property;IP; and (iii) affiliate fees charged tofor managing our owned and leased hotels. As a manager of hotels, we typically are responsible for supervising or operating the property in exchange for management fees. As a franchisor of hotels, we charge franchise fees in exchange for the use of one of our brand names and related commercial services, such as our reservation system, marketing and information technology services. The ownership segment primarily derives earnings from providing nightly hotel room rentals,sales, food and beverage sales and other services at our owned and leased hotels.


Geographically, management conductswe conduct business through three distinct geographic regions: (i) the Americas; (ii) Europe, Middle East and Africa ("EMEA"); and (iii) Asia Pacific. The Americas region includes North America, South America and Central America, including all Caribbean nations. Although the U.S. is included in the Americas, it represented 7472 percent of our system-wide hotel rooms as of December 31, 2017;2019; therefore, the U.S. is often analyzed separately and apart from the Americas geographic region overall and, as such, it is presented separately within the analysis herein. The EMEA region includes Europe, which represents the western-most peninsula of Eurasia stretching from Iceland in the west to Russia in the east, and the Middle East and Africa ("MEA"), which represents the Middle East region and all African nations, including the Indian Ocean island nations. Europe and MEA are often analyzed separately and, as such, are presented separately within the analysis herein. The Asia Pacific region includes the eastern and southeastern nations of Asia, as well as India, Australia, New Zealand and the Pacific islandIsland nations.


System Growth and Development Pipeline


Our strategic objectives include the continued expansion of our global footprint and fee-based business. As we enter into new management and franchise contracts, we expand our business with minimal or no capital investment by us as the manager or franchisor, since the capital required to build and maintain hotels is typically provided by the third-party owner of the hotel with whom we contract to provide management services or franchise services. Additionally, priorlicense our brand names and IP. Prior to approving the addition of
43


new properties to our management and franchise development pipeline, we evaluate the economic viability of the property based on its geographic location, the credit quality of the third-party owner and other factors. By increasing the number of management


and franchise contracts with third-party owners, we expect to increase overall return on invested capital and cash available for return to stockholders.


As of December 31, 2017,2019, we had a total of 2,257more than 2,570 hotels in our development pipeline that we expect to add as open hotels in our system, representing approximately 345,000over 387,000 rooms under construction or approved for development throughout 107116 countries and territories, including 3935 countries and territories where we do not currently have any open hotels. All of the rooms in the development pipeline are within our management and franchise segment. Over 182,000Additionally, of the rooms in the development pipeline, or more than half,215,000 rooms were located outside the U.S. Additionally, over 174,000, and 193,000 rooms in the pipeline, or more than half, were under construction. We do not consider any individual development project to be material to us.


Brexit

In June 2016, the U.K held a referendum in which voters approved an exit from the E.U. (commonly referred to as "Brexit"), which occurred on January 31, 2020. The effects of Brexit will depend on the final terms on which the U.K. will leave the E.U., including the terms of any trade agreements that will dictate the U.K.’s access to E.U. markets either during the transitional period, which has a deadline of December 31, 2020, or more permanently. While our results for the year ended December 31, 2019 were not materially affected by Brexit, the final outcomes are not yet certain. Brexit measures could potentially disrupt the markets we serve and cause tax and foreign currency volatility, which could have adverse effects on our business. We will continue to monitor the potential impact of Brexit on our business as the transitional period deadline approaches and the final terms of the U.K.'s exit are determined.

Other Developments

As of the date of this Annual Report on Form 10-K, it appears the reported coronavirus outbreak has largely been concentrated in China, although cases have been confirmed in other countries. The extent to which our future results are affected by the coronavirus will largely depend on future developments, which are highly uncertain and cannot be accurately predicted, including new information which may emerge concerning the severity of the coronavirus and the actions to contain the coronavirus or treat its impact, among other.

Principal Components and Factors Affecting our Results of Operations


Revenues


Principal Components


We primarily derive our revenues from the following sources:


Franchise and licensing fees. Represents fees receivedearned in connection with the licensing of one 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 the hotel's monthly gross room revenue, and, in some cases, 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 of a hotel or a contract is extended; and (ii) monthly royalty fees, generally calculated as a percentage of gross room revenue, and, forwhen contracts with properties already in our full service brands, a percentage of gross food and beverage revenues and other revenues, as applicable.system are extended. We also earn licenselicensing fees from a license agreement with HGV and co-brand credit card arrangementsstrategic partnerships for the use of certain Hilton marks and intellectual property.
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 receivedearned 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,when applicable, an incentive fee, which is typically based on hotelthe hotel's 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.

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Owned and leased hotels. Represents revenues derived from hotel operations, including nightly hotel room rentals,sales, accommodations sold in conjunction with other services, 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.organizations or associations. Group business usually includes a block of room accommodations, as well as other ancillary services, such as meeting facilities and catering and banquet services. A majority of our food and beverage sales and other ancillary services are provided to customers who are also occupying rooms at our hotel properties.hotels. As a result, occupancy affects all components of our owned and leased hotel revenues.


Other revenues. Represents revenuerevenues generated by the incidental support of hotel operations for owned, leased, managed and franchised properties,hotels, including our supply management business,purchasing operations, and other operating income.


Other revenues from managed and franchised properties.These revenues represent contractual reimbursements Represents amounts that are contractually reimbursed to us by property owners, either directly as we incur costs or indirectly through program fees billed and collected each month that are associated with certain costs and expenses supporting the operations of the related properties. The direct reimbursements by property owners are for the payroll and related costs of properties that we manage whereif the property employees are legally our responsibility, as well asand certain other operating costs of the managed and franchised properties' operations. We have no legal responsibility for the employees ator the liabilities associated with operating franchised properties. Hotel franchiseesRevenues and property owners of hotels we manage also pay a monthly fee based on a percentage of the hotel's gross room revenue, or other usage fees, which covers the costs of advertising and marketing programs; the costs of internet, technology and reservation systems; and quality assurance program expenses. The corresponding expenses incurred by us are presented as other expenses from managed and franchised properties in our consolidated statements of operations, resulting infor these direct reimbursements have no net effect on operating income (loss) or net income (loss).
The monthly program 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, marketing and customer loyalty programs; (ii) internet, technology and reservation systems; and (iii) quality assurance programs. We are contractually required to use these fees solely for these programs.





Factors Affecting our Revenues


The following factors affect the revenues we derive from our operations:


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. DeclinesAmong other factors, 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 andand/or lower 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 profitprofitability 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 andincremental opportunities for property development that can support our growth. Growth and maintenance of our hotel system and earning fees relatingrelated to hotels in the pipelinedevelopment 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 one particular third party.

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Expenses


Principal Components


We primarily incur the following expenses:


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 products.inventory. Other support expenses consist of costs associated with property-level management, utilities,management; utilities; sales and marketing,marketing; operating hotel spas, telephones, parking and other guest recreation, entertainmentrecreation; entertainment; and other services. Property expenses include property taxes, repairs and maintenance, rent and insurance.

Depreciation and amortization. These are non-cash expenses that primarily consist ofof: (i) amortization of ourintangible assets that were recorded at their fair value at the time of the October 24, 2007 transaction whereby we became a wholly owned subsidiary of affiliates of The Blackstone Group Inc. (formerly known as The Blackstone Group L.P.) ("Blackstone"), which include management and franchise intangiblescontracts, leases and our Hilton Honors guest loyalty program intangible; (ii) amortization of capitalized software as well ascosts; and (iii) depreciation of fixed assets,property and equipment, such as buildings and furniture and equipment that are used in corporate operations or at our consolidated owned and leased hotels.


General and administrative. Consists primarily of compensation expense for our corporate staff and personnel supporting our business segments (including divisional offices that support our management and franchise segment),segments; professional fees, (includingincluding consulting, audit and legal fees),fees; travel and entertainment expenses,expenses; bad debt expenses for uncollected management, franchise and other fees, contractual performance obligationsfees; and administrative and related expenses.


Other expenses. Consists of expenses incurred by our supply managementpurchasing operations and other ancillary businesses, along with other operating expenses of the business.


Other expenses from managed and franchised properties. These expenses representRepresents 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 program fees collected in advance from properties for certain other operating costs of the managed and franchised properties' operations, marketing expenses and other expenses associated withincluding those related to our brandsbrand and shared services.service programs. We are contractually required to use these fees solely for these programs. We have no legal responsibility for the employees at franchised


properties. The corresponding revenues are presented as other revenues from managed andor the liabilities associated with operating franchised properties inor certain of our consolidated statements of operations, resulting in no effect on operating income (loss) or net income (loss).foreign managed properties.


Factors Affecting our Costs and Expenses


The following are principal factors that affect the costs and expenses we incur in the course of our operations:


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,flows, 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. The effectiveness of any cost-cutting efforts is limited by the amount of fixed costs inherent in our business. As a result, we may not be able to fully offset revenue reductions through cost cutting. 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 to defer or cancelcancellation of capital improvements, could adversely affect the economic value of our hotels and brands. WeAdditionally, 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 customerour customers' experience orand the value of our hotels orand brands.

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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. We also capitalize cash consideration paid to incentivize hotel owners as contract acquisition costs and the costs incurred to obtain certain management and franchise contracts as development commissions. As we enter into new management and franchise contracts for which these costs are incurred and capitalized, amortization expense will also 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.


Other Items


Effect of foreign currency exchange rate fluctuations


Significant portions of our operations are conducted in functional currencies other than our reporting currency, which is the U.S. dollar ("USD"),USD, and we have assets and liabilities, including those that are payable or receivable by consolidated subsidiaries, denominated in a variety of foreign currencies. As a result, we are required to translate the results of those results,operations, assets and liabilities from the functional currency into USD at market-based foreign currency exchange rates for each reporting period. When comparing our results of operations between periods, there may be material portions of the changes in our revenues or expenses that are derived from fluctuations in foreign currency exchange rates experienced between those periods. We hedge foreign exchange-based cash flow variability in certain of our fees using forward contracts designated as hedging instruments. We also hold short-term forward contracts to offset exposure to fluctuations in certain of our foreign currency denominated managementcash balances, primarily related to our intercompany financing arrangements and franchise fees usingwe elected not to designate these forward contracts.contracts as hedging instruments.


Seasonality


The lodginghospitality industry is seasonal in nature. However, theThe periods during which our hotelsproperties experience higher or lower levels of demand vary from property to property, and dependdepending principally upon their location, type of property and competitive mix within the specific location. Based on historical results, we generally expect our revenuerevenues to be lower duringin the first calendar quarter of each year than duringin each of the three subsequent quarters.


Key Business and Financial Metrics Used by Management


Comparable Hotels


We define our comparable hotels as those 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 reported, excluding the hotels distributed in the spin-offs;reported; and (iii) have not sustained substantial property damage, business interruption, undergone large-scale capital projects or for which


comparable results are not available. Of the 5,2366,055 hotels in our system as of December 31, 2017, 3,9092019, 4,556 hotels have beenwere classified as comparable hotels. Our 1,3271,499 non-comparable hotels included 284255 hotels, or approximately fivefour percent of the total hotels in our system, that were removed from the comparable group during the yearlast twelve months because they sustained substantial property damage, business interruption, underwent large-scale capital projects or comparable results were not available.


Occupancy


Occupancy represents 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. Occupancy measures the utilization of our hotels' available capacity. Management uses occupancy to gauge demand at a specific hotel or group of hotels in a given period. Occupancy levels also help us determine achievable average daily rate pricing levels as demand for hotel rooms increases or decreases.


Average Daily Rate ("ADR")


ADR represents hotel room revenue divided by the total number of room nights sold for a given period. ADR measures average room price attained by a hotel, and ADR trends provide useful information concerning the pricing environment and the nature of the customer base of a hotel or group of hotels. ADR is a commonly used performance measure in the industry, and we use ADR to assess pricing levels that we are able to generate by type of customer, as changes in rates charged to customers have a different effect on overall revenues and incremental profitability than changes in occupancy, as described above.


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Revenue per Available Room ("RevPAR")


RevPAR is calculated by dividing hotel room revenue by the total number of room nights available to guests for a given period. We consider RevPAR to be a meaningful indicator of our performance as it provides a metric correlated to two primary and key drivers of operations at a hotel or group of hotels:hotels, as previously described: occupancy and ADR. RevPAR is also a useful indicator in measuring performance over comparable periods for comparable hotels.


References to RevPAR, ADR and occupancy are presented on a comparable basis, and references to RevPAR and ADR are presented on a currency neutral basis, unless otherwise noted. As such, comparisons of these hotel operating statistics for the years ended December 31, 20172019 and 20162018 use the exchange rates for the year ended December 31, 2017, and comparisons for the years ended December 31, 2016 and 2015 use the exchange rates for the year ended December 31, 2016.2019.

EBITDA and Adjusted EBITDA


EBITDA reflects net income (loss) from continuing operations, net of taxes,, excluding interest expense, a provision for income taxes and depreciation and amortization.


Adjusted EBITDA is calculated as EBITDA, as previously defined, further adjusted to exclude certain items, including gains, losses, revenues and expenses in connection with: (i) asset dispositions for both consolidated and unconsolidated equity investments; (ii) foreign currency transactions; (iii) debt restructurings and retirements; (iv) furniture, fixtures and equipment ("FF&E") replacement reserves required under certain lease agreements; (v) reorganization costs; (vi) share-based compensation expense; (vii) non-cash impairment losses; (viii) severance, relocation and other expenses; (ix) amortization of contract acquisition costs; (x) the net effect of reimbursable costs included in other revenues and (ix)expenses from managed and franchised properties; and (xi) other items.


We believe that EBITDA and Adjusted EBITDA provide useful information to investors about us and our financial condition and results of operations for the following reasons: (i) these measures are among the measures used by our management team to evaluate our operating performance and make day-to-day operating decisions;decisions and (ii) these measures are frequently used by securities analysts, investors and other interested parties as a common performance measure to compare results or estimate valuations across companies in our industry. Additionally, these measures exclude certain items that can vary widely across different industries and among competitors within our industry. For instance, interest expense and the provision for income taxes are dependent on company specifics, including, among other things, our capital structure and operating jurisdictions, respectively, and, therefore could vary significantly across companies. Depreciation and amortization, as well as amortization of contract acquisition costs, are dependent upon company policies, including the method of acquiring and depreciating assets and the useful lives that are used. For Adjusted EBITDA, we also exclude items such as: (i) FF&E replacement reserves to be consistent with the treatment of FF&E for owned hotels where it is capitalized and depreciated over the life of the FF&E; (ii) share-based compensation expense, as this could vary widely among companies due to the different plans in place and the usage of them; (ii) FF&E replacement reserve(iii) the net effect of our cost reimbursement revenues and reimbursed expenses, as we contractually do not operate the related programs to be consistent with the treatment of FF&E for owned and leased hotels where it is capitalized and depreciatedgenerate a profit over the lifeterms of the FF&E;respective contracts; and (iii)(iv) other items that are not core to our operations and are not reflective of our performance.


EBITDA and Adjusted EBITDA are not recognized terms under U.S. generally accepted accounting principles ("GAAP") and should not be considered as alternatives to net income (loss) or other measures of financial performance or liquidity


derived in accordance with GAAP. EBITDA and Adjusted EBITDA have limitations as analytical tools and should not be considered as alternatives, either in isolation or as a substitute, for net income (loss), cash flow or other methods of analyzing our results as reported under GAAP. Some of these limitations are:


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;


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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.


Because of these limitations, EBITDA and Adjusted EBITDA should not be considered as discretionary cash available to us to reinvest in the growth of our business or as measures of cash that will be available to us to meet our obligations.




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Results of Operations
The hotel operating statistics by region for our system-wide comparable hotels for the year ended December 31, 2017 compared to the year ended December 31, 2016 were as follows:

Year Ended VarianceYear EndedVariance
December 31, 2017 2017 vs. 2016December 31, 20192019 vs. 2018
U.S.    U.S.
Occupancy76.3% 0.4 %pts.Occupancy76.2 %0.3 %pts.  
ADR$146.78
 1.0 % ADR$148.70  0.3 %
RevPAR$111.93
 1.5 % RevPAR$113.36  0.7 %
    
Americas (excluding U.S.)    Americas (excluding U.S.)
Occupancy71.5% 2.1 %pts.Occupancy70.5 %0.3 %pts.  
ADR$124.47
 2.1 % ADR$122.13  0.6 %
RevPAR$89.04
 5.3 % RevPAR$86.15  1.0 %
    
Europe    Europe
Occupancy75.3% 3.2 %pts.Occupancy77.5 %1.2 %pts.  
ADR$141.20
 2.1 % ADR$139.97  1.4 %
RevPAR$106.37
 6.6 % RevPAR$108.46  3.0 %
    
MEA    MEA
Occupancy67.1% 5.5 %pts.Occupancy73.8 %1.9 %pts.  
ADR$145.16
 (5.0)% ADR$144.66  (5.5)%
RevPAR$97.42
 3.6 % RevPAR$106.70  (3.0)%
    
Asia Pacific    Asia Pacific
Occupancy72.9% 4.9 %pts.Occupancy72.4 %0.6 %pts.  
ADR$140.36
 0.1 % ADR$123.72  (1.8)%
RevPAR$102.39
 7.3 % RevPAR$89.58  (0.9)%
    
System-wide    System-wide
Occupancy75.5% 1.2 %pts.Occupancy75.7 %0.5 %pts.  
ADR$144.78
 0.9 % ADR$144.79  0.1 %
RevPAR$109.27
 2.5 % RevPAR$109.65  0.8 %


For the year ended December 31, 2017,2019, we experienced modest system-wide RevPAR growth, across all regions,largely driven by occupancy growth. Continued strength in Europe resulted primarily from ADR and occupancy growth in southern Europe, particularly Italy and Turkey, which was partially offset by rate declines in Asia Pacific, Europe andRussia. In the Americas (excluding U.S.). Continued, results were attributable to both ADR and occupancy growth in Asia Pacific was primarily drivenColombia and Brazil, offset by high demanddecreases in China and Japan attributable to new hotels stabilizing in the system, resulting in increased occupancy. Strong performance in Europe was a result of both increases in occupancy and ADR, largely driven by continued recovery from the geopolitical and economic turmoil in 2016, particularly in Turkey. The RevPAR increase in the Americas (excluding U.S.) was driven by strong performance in Canada and Puerto Rico, which was a result of strong transient and group demand and steady demand resulting from the hurricanes, respectively. MEA experienced RevPAR growth due to increased occupancy, despite declines in ADR due to travel sanctions and increased geopolitical pressures.Mexico. RevPAR growth in the U.S. was driven by increased demand in certain markets asprimarily a result of hurricane relief efforts.


The hotel operating statisticsgroup performance. Asia Pacific results were primarily driven by region for our system-wide comparable hotels fordeclining RevPAR in China resulting from the year ended December 31, 2016 comparedcontinued economic slowdown, international trade challenges and the protests in Hong Kong. Also contributing to the year ended December 31, 2015 were as follows:
 Year Ended Variance
 December 31, 2016 2016 vs. 2015
U.S.    
Occupancy75.9% (0.1)%pts.
ADR$143.75
 2.0 % 
RevPAR$109.14
 1.8 % 
     
Americas (excluding U.S.)    
Occupancy72.3%  %pts.
ADR$122.05
 4.2 % 
RevPAR$88.22
 4.2 % 
     
Europe    
Occupancy73.9% (0.7)%pts.
ADR$146.04
 2.0 % 
RevPAR$107.95
 1.1 % 
     
MEA    
Occupancy63.1% (3.3)%pts.
ADR$166.26
 3.6 % 
RevPAR104.94
 (1.5)% 
     
Asia Pacific    
Occupancy71.5% 3.8 %pts.
ADR$145.75
 (2.1)% 
RevPAR$104.26
 3.5 % 
     
System-wide    
Occupancy75.0%  %pts.
ADR$143.63
 1.9 % 
RevPAR$107.65
 1.8 % 

The U.S., Americas and Europe all experiencedAsia Pacific results was declining RevPAR in Australia, which was offset by RevPAR growth asin Japan, Malaysia and India. MEA experienced a result of ADR growth, with Americas (excluding U.S.) outpacing all other regions, driven by strength in Canada and Mexico. The Asia Pacific increasedecline in RevPAR was drivenresulting from decreased ADR in United Arab Emirates, partially offset by increased occupancy, particularlyimproved results in China. MEA performance continued to be negatively affected by geopoliticalEgypt and terrorism concerns, resulting in a decrease in occupancy.Saudi Arabia.



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The table below provides a reconciliation of income (loss) from continuing operations, net of taxes,income to EBITDA and Adjusted EBITDA:

Year Ended December 31,  
Year Ended December 31,20192018
2017 2016 2015(in millions)
(in millions)
Income (loss) from continuing operations, net of taxes$1,264
 $(8) $881
Net income Net income  $886  $769  
Interest expense408
 394
 377
Interest expense414  371  
Income tax expense (benefit)(334) 564
 (348)
Income tax expenseIncome tax expense358  309  
Depreciation and amortization347
 364
 385
Depreciation and amortization346  325  
EBITDA1,685
 1,314
 1,295
EBITDA  2,004  1,774  
Gain on sales of assets, net
 (8) (163)
Loss (gain) on foreign currency transactions(3) 16
 41
Loss on debt extinguishment60
 
 
FF&E replacement reserve55
 55
 46
Gain on sale of assets, netGain on sale of assets, net(81) —  
Loss on foreign currency transactionsLoss on foreign currency transactions 11  
FF&E replacement reservesFF&E replacement reserves59  50  
Share-based compensation expense121
 81
 147
Share-based compensation expense154  127  
Amortization of contract acquisition costsAmortization of contract acquisition costs29  27  
Net other expenses from managed and franchised propertiesNet other expenses from managed and franchised properties77  85  
Other adjustment items(1)
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 85
 109
Other adjustment items(1)
64  27  
Adjusted EBITDA$1,965
 $1,543
 $1,475
Adjusted EBITDA  $2,308  $2,101  
____________
(1)
Includes adjustments for severance, impairment loss
(1)For the year ended December 31, 2019 includes impairment losses and, other items. The year ended December 31, 2017 also includes transaction costs. Transaction costs for the years ended December 31, 2016 and 2015 are included in discontinued operations and, therefore, are excluded from the presentation above.

Revenues
 Year Ended December 31, Percent Change
 2017 2016 2015 2017 vs. 2016 2016 vs. 2015
 (in millions)    
Franchise fees$1,382
 $1,154
 $1,087
 19.8 6.2
          
Base and other management fees$336
 $242
 $230
 38.8 5.2
Incentive management fees222
 142
 138
 56.3 2.9
Total management fees$558
 $384
 $368
 45.3 4.3

The increases in management and franchise fees for all periods, were driven byincludes expenses recognized in connection with the refinancings and repayments of the senior secured credit facilities, severance and other items.

Revenues

Year Ended December 31,Percent Change
201920182019 vs. 2018
(in millions)
Franchise and licensing fees$1,681  $1,530  9.9  
Base and other management fees$332  $321  3.4  
Incentive management fees230  235  (2.1) 
Total management fees$562  $556  1.1  

Our franchise and licensing fees and management fees increased primarily as a result of the addition of new managed and franchised properties to our portfoliomanagement and the increases in RevPAR at our comparable managed and franchised hotels.

franchise segment. Including new development and ownership type transfers, from January 1, 2018 to December 31, 2019, we added 744827 managed and franchised properties from January 1, 2016 to December 31, 2017 and 600 managed and franchised properties from January 1, 2015 to December 31, 2016 on a net basis, providing an additional 133,921116,499 rooms and 89,410 rooms, respectively, to our management and franchise segment. The increase from January 1, 2016 to December 31, 2017 included 67 properties that upon completion of the spin-offs were owned by Park and managed or franchised by Hilton. As new hotels stabilize in our system, we expect the fees received from such hotels to increase as they are part of our system for full periods.

Franchise fees alsofrom our comparable franchised properties increased during the year ended December 31, 2017 as a result of a net increaseincreased RevPAR of 0.6 percent due to increases in licensingboth ADR and occupancy. Licensing and other fees of $148increased $69 million, which includesincluded an increase in termination fees of $17 million, primarily related to the effectredevelopment of the licensea franchised hotel.

Management fees earned from HGV after the spin-offs.

increased despite unfavorable foreign currency exchange rates, which decreased revenues by $8 million. On a comparablecurrency neutral basis, ourbase and other management fees increased during the years ended December 31, 2017 and 2016 compared to the years ended December 31, 2016 and 2015, respectively, as a result of increases in RevPAR at our managed hotels of 3.4 percent and 1.7 percent, respectively, primarily due to increased occupancy of 2.4 percentage points for the year ended December 31, 2017 and increased ADR of 1.6 percent for the year ended December 31, 2016. On a comparable basis, our franchise fees increased as a result of increasesan increase in RevPAR at our franchisedcomparable managed hotels of 2.00.8 percent and 2.1 percent, respectively, primarily due to increasestermination fees that were recognized in ADR of 0.9 percent and 2.0 percent, respectively, as well as increased occupancy of 0.8 percentage points for the year ended December 31, 2017.2019, while incentive management fees remained flat.


Year Ended December 31,Percent Change
201920182019 vs. 2018
(in millions)
Owned and leased hotels$1,422  $1,484  (4.2) 
 Year Ended December 31, Percent Change
 2017 2016 2015 2017 vs. 2016 2016 vs. 2015
 (in millions)    
Owned and leased hotels$1,450
 $1,452
 1,596
 (0.1) (9.0)




Owned and leased hotel revenues decreased during the year ended December 31, 2017 compared to the year ended December 31, 2016,primarily as a result of unfavorable fluctuations in foreign currency changes,exchange rates, which decreased revenues by $41 million, offset by an increase in revenues on a currency neutral basis of $39$54 million. On a currency neutral basis, owned and leased hotel revenues increased primarily as a result of an increase at our comparable owned and leased
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hotels of $41increased $31 million due to an increase in RevPAR of 4.83.5 percent, attributable todriven by increases in both ADR and occupancy of 3.2 percent and 1.2 percentage points, respectively. This increase was partially offset by a decrease in revenues of $5 million due to a net disposal of properties between January 1, 2016 and December 31, 2017.

Owned and leased hotel revenues decreased during the year ended December 31, 2016 compared to the year ended December 31, 2015, primarily as a result of the effect of foreign currency changes and property disposals. Foreign currency changes accounted for $62 million of the decrease.occupancy. On a currency neutral basis, revenues decreased $82 million, which was attributable to a net decrease in revenues of $85 million from properties disposed between January 1, 2015 and December 31, 2016. Excluding foreign currency changes and property disposals, revenues increased at our comparablenon-comparable owned and leased hotels decreased by $39 million on a net basis primarily due to leased hotels converting to managed or franchised hotels and the sale of the Hilton Odawara Resort & Spa ("Hilton Odawara"), which subsequently became a managed hotel, during the year, as well as hotels that were under renovation during 2019, partially offset by increases in revenues from hotels that were under renovation in 2018.

Year Ended December 31,Percent Change
201920182019 vs. 2018
(in millions)
Other revenues$101  $98  3.1  

Other revenues increased primarily due to an increase in RevPAR of 2.1 percent, primarily attributable to an increase in ADR of 2.9 percent.revenues from our purchasing operations.


 Year Ended December 31, Percent Change
 2017 2016 2015 2017 vs. 2016 2016 vs. 2015
 (in millions)    
Other revenues$105
 $82
 $71
 28.0 15.5

The increases in other revenues during the years ended December 31, 2017 and 2016 compared to the years ended December 31, 2016 and 2015, respectively, were primarily the result of recoveries of $28 million and $9 million, respectively, from the settlement of a claim by Hilton to a third party relating to our defined benefit plans.

Operating Expenses

 Year Ended December 31, Percent Change
 2017 2016 2015 2017 vs. 2016 2016 vs. 2015
 (in millions)    
Owned and leased hotels$1,286
 $1,295
 $1,414
 (0.7) (8.4)
Year Ended December 31,Percent Change
201920182019 vs. 2018
(in millions)
Owned and leased hotels$1,254  $1,332  (5.9) 


Owned and leased hotel expenses decreased during the year ended December 31, 2017 compared to the year ended December 31, 2016 primarily as a result of the effect offluctuations in foreign currency changes of $40exchange rates, which decreased expenses by $54 million. On a currency neutral basis, owned and leased hotel expenses increased $31decreased due to a $27 million asdecrease in expenses at our non-comparable hotels resulting from leased hotels converting to managed or franchised hotels and the sale of the Hilton Odawara, partially offset by increases in expenses from hotels that were under renovation in 2018. The decrease in expenses at our non-comparable hotels was partially offset by a result of anslight increase of $39 millionin expenses at our comparable hotels due to increased variable operating costs driven by increased occupancy. This

Year Ended December 31,Percent Change
201920182019 vs. 2018
(in millions)
Depreciation and amortization$346  $325  6.5  
General and administrative441  443  (0.5) 
Other expenses72  51  41.2  

The increase in owneddepreciation and leased hotel expensesamortization expense was partially offset by a decrease at our non-comparable hotels, primarily attributable to a decrease of $10 million in expenses due to a net disposal of properties between January 1, 2016 and December 31, 2017.

Owned and leased hotel expenses decreased during the year ended December 31, 2016 compared to the year ended December 31, 2015 primarilyan increase in amortization expense, as a result of the effect of foreign currency changescapitalized software costs that were placed into service from January 1, 2018 to December 31, 2019.

General and property disposals. Foreign currency changes accounted for $65 million of the decrease. On a currency neutral basis, owned and leased hoteladministrative expenses decreased $54 million, primarily as a result of the decrease in expenses of $66 million from properties disposed between January 1, 2015 and December 31, 2016.

 Year Ended December 31, Percent Change
 2017 2016 2015 2017 vs. 2016 2016 vs. 2015
 (in millions)    
Depreciation and amortization$347
 $364
 $385
 (4.7) (5.5)
General and administrative434
 403
 537
 7.7 (25.0)
Other expenses56
 66
 49
 (15.2) 34.7

The decrease in depreciation and amortization expenses during the year ended December 31, 2017 compared to the year ended December 31, 2016 was primarily a result of a decrease in amortization expense due to certain capitalized softwaregeneral corporate expenses partially offset by an increase in share-based compensation costs being fully amortized between December 31, 2016 and December 31, 2017. The decrease in depreciation and amortizationdriven by Company performance.

Other expenses during the year ended December 31, 2016 compared to the year ended December 31, 2015 was primarilyincreased as a result of the recognition of $13 millionimpairment losses recognized in accelerated amortization in 2015 on a management contract intangible asset for a property that was managed by us prior to our acquisition of it2019 and its transfer of ownership to Park upon completion of the spin-offs.



The increase in general and administrative expenses during the year ended December 31, 2017 compared to the year ended December 31, 2016 was primarily the result of increased share-based compensation expense of $29 million mainly due to an increase in retirement eligible participants, resulting in the acceleration of expense recognition, as well as additional expense recognizedexpenses from a special equity grant to certain participants in connection with the spin-offs. Additionally, $18 million in costs associated with the spin-offs were incurred during the year ended December 31, 2017, while similar costs incurred during the year ended December 31, 2016 are included in discontinuedour purchasing operations. These increases were partially offset by a decrease of $10 million in severance costs related to the 2015 sale and continued management of the Waldorf Astoria New York (the "Waldorf Astoria New York sale").


The decrease in general and administrative expenses for the year ended December 31, 2016 compared to the year ended December 31, 2015 was primarily a result of a decrease of $73 million in severance costs related to the Waldorf Astoria New York sale and a decrease in share-based compensation expense due to $61 million of additional expense recognized during the year ended December 31, 2015, when certain remaining awards granted in connection with our initial public offering vested.


The decrease in other expenses for the year ended December 31, 2017 compared to the year ended December 31, 2016 was primarily a result of decreased impairment losses of $11 million. The increase in other expenses for the year ended December 31, 2016 compared to the year ended December 31, 2015 related primarily to the consolidation of a management company in 2016, which increased other expenses by $8 million, as well as increased impairment losses of $6 million.





52


Gain on salessale of assets, net

 Year Ended December 31, Percent Change
 2017 2016 2015 2017 vs. 2016 2016 vs. 2015
 (in millions)    
Gain on sales of assets, net$
 $8
 $163
 (100.0) (95.1)
Year Ended December 31,Percent Change
201920182019 vs. 2018
(in millions)
Gain on sale of assets, net$81  $—  
NM(1)

____________
During the year ended December 31, 2016, we recognized a gain on the sale(1)Fluctuation in terms of one of our hotels held by a consolidated VIE. During the year ended December 31, 2015,percentage change is not meaningful.

In September 2019, we recognized a gain upon completion of the sale of the Hilton Sydney.Odawara. See Note 4: "Disposals"3: "Disposal" in our consolidated financial statements for additional information.


Non-operating Income and Expenses

 Year Ended December 31, Percent Change
 2017 2016 2015 2017 vs. 2016 2016 vs. 2015
 (in millions)    
Interest expense$(408) $(394) $(377) 3.6 4.5
Gain (loss) on foreign currency transactions3
 (16) (41) 
NM(1)
 (61.0)
Loss on debt extinguishment(60) 
 
 
NM(1)
 
Other non-operating income, net23
 14
 51
 64.3 (72.5)
Income tax benefit (expense)334
 (564) 348
 
NM(1)
 
NM(1)
Year Ended December 31,Percent Change
201920182019 vs. 2018
(in millions)
Interest expense$(414) $(371) 11.6  
Loss on foreign currency transactions(2) (11) (81.8) 
Other non-operating income, net 28  (89.3) 
Income tax expense(358) (309) 15.9  
____________
(1)
Fluctuation in terms of percentage change is not meaningful.


The increase in interest expense during the year ended December 31, 2017 compared to the year ended December 31, 2016 was primarily due to the issuances of the 4.625% Senior Notes due 2025 (the "2025 Senior Notes") and the$1.0 billion 4.875% Senior Notes due 20272030 (the "2027"2030 Senior Notes") in March 2017June 2019 and the 4.25%$1.5 billion 5.125% Senior Notes due 20242026 (the "2024"2026 Senior Notes") in August 2016, as well as the reclassification of losses from accumulated other comprehensive loss related to the dedesignation of interest rate swaps in 2016. These increases were largely offset by decreases inApril 2018. The increased interest expense due to the March 2017 repayment of the 5.625% Senior Notes due 2021 (the "2021 Senior Notes") and the refinancing of thedebt issuances was partially offset by decreased interest expense related to our senior secured term loan facility (the "Term Loans") in March 2017, which reduced, as a result of the reduction of the interest rate on this borrowing.

The increase in interest expenseDecember 2018 and principal repayments of $500 million and $800 million during the year ended December 31, 2016 compared to the year ended December 31, 2015 was primarily due to the issuance of the 2024 Senior Notes, partially offset by decreases in interest expense on the Term Loans due to a reduction of principal from prepayments2019 and an amendment in August 2016 that extended the maturity and reduced the interest rate on a portion of the outstanding balance.2018, respectively. See Note 9: "Debt" and Note 11: "Derivative Instruments and Hedging Activities" in our consolidated financial statements for additional information on our indebtedness and interest rate swaps.indebtedness.



The net gain and losses on foreign currency transactions for all periods were primarily related to changes in foreign currency rates on ourresulted from certain intercompany financing arrangements, including short-term cross-currency intercompany loans. The changes were predominantly related to loans, denominated inwith the Australian dollar ("AUD"), the British pound ("GBP") and the euro for("EUR") having the years ended December 31, 2017, 2016 and 2015, as well as the Brazilian real, for the year ended December 31, 2015.

The loss on debt extinguishment related to the repayment of the 2021 Senior Notes and included a redemption premium of $42 million and the accelerated recognition of $18 million of unamortized debt issuance costsmost significant effect during the year ended December 31, 2017.2019. For the year ended December 31, 2018, the changes were related to AUD, EUR and the British pound.


Other non-operating income, net increaseddecreased primarily due to a loss that was recognized during the year ended December 31, 2017 compared to2019 on the year ended December 31, 2016 primarily asdisposal of an unconsolidated real estate investment and a result of a $7 million gain that was recognized in 2017 related to an amendment of one of our capital leases. Other non-operating income, net decreased during the year ended December 31, 2016 compared2018 on the refinancing of a loan we issued to finance the yearconstruction of a hotel that we manage. Additionally, other non-operating income, net during the years ended December 31, 2015 primarily as a result of a $24 million gain2019 and 2018 included expenses recognized in 2015connection with the refinancings and repayments of our senior secured credit facilities.

The increase in income tax expense was primarily attributable to an increase in income before income taxes and the sale of the Hilton Odawara, which were partially offset by: (i) the adjustments to provisional amounts related to a capital lease liability reduction from one of our consolidated VIEs, as well as a pre-tax gain of $8 million recognized in 2015 on a sale of assets.

On December 22, 2017, H.R.1, known as the Tax Cuts and Jobs Act of 2017 (the "TCJ Act") was signed into law, which permanently reduces the corporate income tax rate from a graduated 35 percent to a flat 21 percent rate and imposes a one-time transition tax on earnings of foreign subsidiaries that were previously deferred. The income tax benefit during the year ended December 31, 2017 was primarily due to a benefit of $665 million for the estimated impact of the transition tax and the remeasurement of deferred tax assets and liabilities and other tax liabilities based on the rates at which they are expected to reverse in the future. The benefit recorded as a result of the provisions of the TCJ Act represents management's best estimates of the effect to the current period and are subject to refinement and revision over a one-year period, to be finalized in or before December 2018. This benefit was partially offset by an increase in tax expense attributable to an increase in income from continuing operations before income taxes compared to the year ended December 31, 2016.

Income tax expense for the year ended December 31, 2016 increased compared to the year ended December 31, 2015 primarily as a result of two corporate structuring transactions that were effected during the year ended December 31, 2016 and included: (i) the organization of Hilton's assets and subsidiaries in preparation for the spin-offs; and (ii) the tax effect of a restructuringstock distribution of Hilton's international assets andone of our subsidiaries, (the "international restructuring"). The international restructuring involved a transfer of certain assets, including intellectual property usedwhich were recognized in the international business, from U.S. subsidiaries to foreign subsidiaries and became effective in December 2016. The transfer of the intellectual property resulted in the recognition of tax expense representing the estimated U.S. tax expected to be paid in future years on income generated from the intellectual property transferred to foreign subsidiaries. Further, our deferred effective tax rate is determined based upon the composition of applicable federal and state tax rates. Due to the changes in the footprint of the Company and the expected applicable tax rates at which our domestic deferred tax assets and liabilities will reverse in future periods as a result of the described structuring activities, our estimated deferred effective tax rate increased. In total, these structuring transactions resulted in additional income tax expense of $482 million during the year ended December 31, 2016.2018. See Note 14:13: "Income Taxes" in our consolidated financial statements for additional information.




Segment Results


Refer to Note 18: "Business Segments" in our consolidated financial statements for reconciliations of revenues for our reportable segments to consolidated amounts and of segment operating income to income before income taxes. We evaluate our business segment operating performance using operating income. Refer to Note 19: "Business Segments" in our consolidated financial statements for a reconciliation of segment operating income, to income from continuing operations before income taxes and additional information on the evaluation of the performance of our segments using operating income. The following table sets forthwithout allocating other revenues and operating income by segment:expenses or general and administrative expenses.

 Year Ended December 31, Percent Change
 2017 2016 2015 2017 vs. 2016 2016 vs. 2015
 (in millions)    
Revenues:         
Management and franchise(1)
$1,983
 $1,580
 $1,496
 25.5 5.6
Ownership1,450
 1,452
 1,596
 (0.1) (9.0)
Segment revenues3,433
 3,032
 3,092
 13.2 (1.9)
Other revenues105
 82
 71
 28.0 15.5
Other revenues from managed and franchised properties5,645
 4,310
 4,011
 31.0 7.5
Intersegment fees elimination(1)
(43) (42) (41) 2.4 2.4
Total revenues$9,140
 $7,382
 $7,133
 23.8 3.5
          
Operating Income(1):
         
Management and franchise$1,983
 $1,580
 $1,496
 25.5 5.6
Ownership121
 115
 141
 5.2 (18.4)
Segment operating income$2,104
 $1,695
 $1,637
 24.1 3.5
____________
(1)
Includes management, royalty and intellectual property fees charged to our ownership segment by our management and franchise segment, which were eliminated in our consolidated financial statements.

Management and franchise segment revenues and operating income increased for all periods primarily as a result of the net addition of hotels to our managed and franchised system, as well as increases in RevPAR at our comparable managed and franchised properties of 2.4 percent and 2.0 percent for the years ended December 31, 2017 and 2016 compared to the years ended December 31, 2016 and 2015, respectively. For the year ended December 31, 2017 compared to the year ended December 31, 2016, the increase in management and franchise segment revenues and operating income was also due to an increase in licensing and other fees. Refer to "—Revenues" for further discussion of the increases in revenues from our managed and franchised properties.

Ownershipproperties, which is correlated to our management and franchise segment revenues decreased for all periods primarily as a result of foreign currency changes and for the year ended December 31, 2016 compared to the year ended December 31, 2015, the disposal of hotels. Ownershipsegment operating income increased for the year ended December 31, 2017 compared to the year ended December 31, 2016 primarily as a result of decreases in owned and leased hotel operating expenses. Ownership operating income decreased for the year ended December 31, 2016 compared to the year ended December 31, 2015 primarily as a result of the decrease in ownership segment revenues partially offset by decreases in owned and leased hotel operating expenses.income. Refer to "—Revenues"
53


and "—Operating Expenses" for further discussion of the changes in revenues and operating expenses at our owned and leased hotels.hotels, which is correlated with our ownership segment revenues and operating income.


Liquidity and Capital Resources


Overview


As of December 31, 2017,2019, we had total cash and cash equivalents of $670$630 million, including $100$92 million of restricted cash and cash equivalents. The majority of our restricted cash and cash equivalents balance related to cash collateral on our self-insurance programs.programs and cash held for FF&E reserves.


Our known short-term liquidity requirements primarily consist of funds necessary to pay for operating and other expenditures, including costs associated with the management and franchising of hotels, corporate expenses, payroll and related benefits, legalcompensation costs, interesttaxes and scheduled principalcompliance costs, interest payments on our outstanding indebtedness, contract acquisition costs and capital expenditures for renovations and maintenance at the hotels within our ownership segment. Our long-term liquidity requirements primarily consist of funds necessary to pay for scheduled debt maturities, capital improvements to the hotels within our ownership segment, commitments to owners in our management and franchise segment, dividends as declared, share repurchases and corporate capital and information technology expenditures.


We finance our business activities primarily with existing cash and cash generated from our operations. We believe that this cash will be adequate to meet anticipated requirements for operating and other expenditures, including corporate expenses, payroll and related benefits, legal costs and other commitments for the foreseeable future. The objectives of our cash management policy are to maintain the availability of liquidity and minimize operational costs. Further, we have an investment policy that is focused on the preservation of capital and maximizing the return on new and existing investments and returning available capital to stockholders.stockholders through dividends and share repurchases. Within the framework of our investment policy, we finance our business activities primarily with existing cash and cash generated from our operations. We believe that this cash and, from time-to-time, the use of our senior secured revolving credit facility (the "Revolving Credit Facility"), will be adequate to meet anticipated requirements for operating and other expenditures, including corporate expenses, payroll and related benefits, taxes and compliance costs and other commitments for the foreseeable future. The objectives of our cash management policy are to maintain existing leverage levels and the availability of liquidity, while minimizing operational costs.


We and our affiliates may from time to time issue or incur or increase our capacity to incur new debt and/or purchase our outstanding debt through underwritten offerings, open market purchases,transactions, privately negotiated transactions or otherwise. PurchasesIssuances or incurrence of new debt (or an increase in our capacity to incur new debt) and/or purchases or retirement of outstanding debt, if any, will depend on prevailing market conditions, liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.


In February 2017, our board of directors authorized a stock repurchase program of up to $1.0 billion of the Company's common stock and, in November 2017, an additional $1.0 billion was authorized. During the year ended December 31, 2017,2019, we repurchased $891returned over $1.7 billion to shareholders by repurchasing 16.9 million shares of our common stock under the program,for $1.5 billion and aspaying dividends of $172 million, which were both funded principally with borrowings and available cash. As of December 31, 2017, $1,1092019, approximately $515 million remained available for share repurchases. Therepurchases under our $3.5 billion stock repurchase program does not have an expiration date and may be suspended or discontinued at any time.program.


Sources and Uses of Our Cash and Cash Equivalents


The following table summarizes our net cash flows:

Year Ended December 31, Percent ChangeYear Ended December 31,  Percent Change
2017 
2016(1)
 
2015(1)
 2017 vs. 2016 2016 vs. 2015201920182019 vs. 2018
(in millions) (in millions)
Net cash provided by operating activities$924
 $1,365
 $1,446
 (32.3) (5.6)Net cash provided by operating activities$1,384  $1,255  10.3  
Net cash provided by (used in) investing activities(222) (478) 414
 (53.6) 
NM(2)
Net cash used in investing activitiesNet cash used in investing activities(123) (131) (6.1) 
Net cash used in financing activities(1,724) (44) (1,753) 
NM(2)
 (97.5)Net cash used in financing activities(1,113) (1,300) (14.4) 
____________
(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.


Operating Activities


Cash flows from operating activities were primarily generated from management and franchise fee revenue and operating income from our owned and leased hotels and, for the years ended December 31, 2016 and 2015, sales of timeshare units.hotels.


54


The $441$129 million decreaseincrease in net cash provided by operating activities during the year ended December 31, 2017 compared to the year ended December 31, 2016 was primarily as athe result of a decrease in operating income from our owned and leased properties and sales of timeshare units as a result of the spin-offs.

The $81 million decrease in net cash provided by operating activities during the year ended December 31, 2016 compared to the year ended December 31, 2015 was primarily as a result of an increase in net cash paid for income taxes of $202 million, partially offset by the improved operating results offrom our management and franchise segmentbusiness, including net property additions and HGV's timeshare business.an increase in licensing and other fees. The increase was partially offset by increases in cash paid for interest and income taxes.


Investing Activities


For the years ended December 31, 20172019 and 2016,2018, net cash used in investing activities consisted primarily of capital expenditures for property and equipment contract acquisition costs and capitalized software costs.

During the year ended December 31, 2015, we generated cash from investing activities primarily as a result of net proceeds from the Waldorf Astoria New York sale, completed for the benefit of Park, and the sale of the Hilton Sydney of $456 million and $331 million, respectively. This amount was partially offset by $409 million in capital expenditures for property and equipment, contract acquisition costs and capitalized software costs.

Our capital expenditures for property and equipment primarily consisted of expenditures related to our corporate facilities and the renovation of hotels in our ownership segment which, for the years ended December 31, 2016 and 2015, included those owned by Park following completion of the spin-offs.segment. Our capitalized software costs related to various systems initiatives, for

the benefit of both our hotel owners and our overall corporate operations. Our contract acquisition costs were incurred to incentivize hotel owners to enter into management and franchise contracts with us.

Financing Activities

The $1,680 million increase in netAdditionally, cash used in financingfor investing activities during the year ended December 31, 2017 compared to2019 was offset by the year ended December 31, 2016 was primarilyproceeds from the resultsale of cash transferred in connection with the spin-offsHilton Odawara and, $1.1 billion of capital returned to our stockholders, which includes dividends and share repurchases, compared to $277 million in 2016. In addition, during the year ended December 31, 2017,2018, by the repayment of a loan we received $1.5 billion in proceeds fromissued that financed the issuanceconstruction of the 2025 Senior Notes and the 2027 Senior Notes, whicha hotel that we used with available cash to repay in full our 2021 Senior Notes, including a redemption premium of $42 million.manage.


Financing Activities

The $1,709 million decrease in net cash used in financing activities duringwas primarily attributable to a decrease in repurchases of common stock due to the 2018 repurchases of shares from HNA Tourism Group Co., Ltd and certain affiliates of Blackstone as part of the full divestiture of their respective investments in Hilton, as well as a decrease in repayments on the Term Loans of $300 million. The decrease in net cash used was partially offset by a $500 million decrease in proceeds received from the $1.0 billion senior notes issuance in June 2019 when compared to the $1.5 billion senior notes issuance in April 2018. Additionally, the year ended December 31, 2016 compared to the year ended December 31, 2015 was primarily attributable to an increase in2019 included net proceeds of $195 million from borrowings of $4,667 million, partially offset by an increase in repayments of debt of $2,735 million, which were completed in preparation forunder the spin-offs, and an increase in cash dividends of $139 million. The borrowings comprised $4,415 million of long-term debt, of which $2,915 million was for Park and $800 million was for HGV. We used proceeds from the borrowings and available cash to repay the outstanding balance of Park's commercial mortgage backed securities loan of $3,418 million, $550 million of Park's mortgage loans and $250 million on our Term Loans. The increase in cash dividends was due to the declaration of quarterly cash dividends beginning in the third quarter of 2015 and continuing quarterly for the full year of 2016.Revolving Credit Facility.


Debt and Borrowing Capacity


As of December 31, 2017,2019, our total indebtedness, excludingexcluding unamortized deferred financing costs and discount,, was approximately $6.7$8.1 billion. For furtheradditional information on our total indebtedness, debt issuances and repaymentsavailability under our Revolving Credit Facility and guarantees on our debt, refer to Note 9: "Debt" and Note 23:22: "Condensed Consolidating Guarantor Financial Information" in our consolidated financial statements.

Our senior revolving credit facility provides for $1.0 billion in borrowings, including the ability to draw up to $150 million in the form of letters of credit. As of December 31, 2017, we had $41 million of letters of credit outstanding, leaving us with a borrowing capacity of $959 million. The maturities of the letters of credit were within one year as of December 31, 2017, and the majority of them related to our self-insurance programs.


If we are unable to generate sufficient cash flow from operations in the future to service our debt, we may be required to reduce capital expenditures, issue additional equity securities or drawmake draws on our senior secured revolving credit facility.Revolving Credit Facility. Our ability to make scheduled principal payments and to pay interest on our debt depends on our future operating performance, which is subject to general conditions in or affecting the hospitality industry that may be beyond our control.


Contractual Obligations


The following table summarizes our significant contractual obligations as of December 31, 2017:2019:

 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)
$8,120
 $299
 $585
 $579
 $6,657
Capital lease obligations334
 24
 59
 59
 192
Operating leases1,861
 192
 349
 295
 1,025
Purchase commitments200
 52
 87
 57
 4
Total contractual obligations$10,515
 $567
 $1,080
 $990
 $7,878
Payments Due by Period
TotalLess Than 1 Year1-3 Years3-5 YearsMore Than 5 Years
(in millions)
Long-term debt(1)
$10,107  $343  $686  $1,862  $7,216  
Finance leases(2)
319  51  75  59  134  
Operating leases(3)
1,518  178  315  235  790  
Other commitments257  59  133  43  22  
Total contractual obligations$12,201  $631  $1,209  $2,199  $8,162  
____________
(1)
Includes principal, as well as estimated interest payments. For our variable-rate debt, we have assumed a constant 30-day LIBOR rate of 1.55 percent as of December 31, 2017.

(1)Includes principal, as well as estimated interest payments, and excludes finance lease liabilities. For our variable-rate debt, we have assumed a weighted average constant 30-day LIBOR rate of 1.79 percent as of December 31, 2019.
(2)Includes estimated interest payments using a weighted average interest rate of 5.83 percent as of December 31, 2019.
(3)Includes imputed interest using a weighted average interest rate of 3.76 percent as of December 31, 2019.

The total amount of unrecognized tax benefits as of December 31, 20172019 was $283$395 million. This amount is excluded from the table above because these unrecognized tax benefits are uncertain and subject to the findings of the taxing authorities in the jurisdictions where we are subject to tax.taxation. It is possible that the amount of the liability for unrecognized tax benefits could

change during the next year. change. Refer to Note 14: "Income Taxes"13: "Income Taxes" in our consolidated financial statements for additional information on our liabilityinformation.
55


Off-Balance Sheet Arrangements

Our off-balance sheet arrangements as of December 31, 2019 included letters of credit of $60 million and guarantees with possible cash outlays of approximately $20 million for unrecognized tax benefits.

In addition to theestimated probable exposure. Additionally, we enter into purchase commitments in the table above, in the normal course of business we enter into purchase commitments for which we are reimbursed by the owners of our managed and franchised hotels.hotels to operate our marketing, sales and brand programs. These obligations have minimal or no net effect on our net income (loss)future cash flows. See Note 19: "Commitments and cash flows.

Off-Balance Sheet Arrangements

Our off-balance sheet arrangements as of December 31, 2017 included letters of credit of $41 million and performance guarantees with possible cash outlays of approximately $79 million, for which we accrued $21 million as of December 31, 2017 for estimated probable exposure. See Note 20: "Commitments and Contingencies"Contingencies" in our consolidated financial statements for additional information.


Critical Accounting Policies and Estimates


The preparation of our consolidated financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated financial statements, the reported amounts of revenues and expenses during the reporting periods and the related disclosures in the consolidated financial statements and accompanying footnotes. We believe that of our significant accounting policies, which are described in Note 2: "Basis of Presentation and Summary of Significant Accounting Policies" in our consolidated financial statements, the following accounting policies are critical because they involve a higher degree of judgment, and the estimates required to be made were based on assumptions that are inherently uncertain. As a result, these accounting policies could materially affect our financial position, results of operations, cash flows and related disclosures. On an ongoing basis, we evaluate these estimates and judgments based on historical experiences and various other factors that are believed to reflect the current circumstances. While we believe our estimates, assumptions and judgments are reasonable, they are based on information presently available. Actual results may differ significantly from these estimates due to changes in judgments, assumptions and conditions as a result of unforeseen events or otherwise, which could have a material effect on our financial position or results of operations.


Management has discussed the development and selection of the following critical accounting policies and estimates with the audit committee of the board of directors.


GoodwillImpairment of Certain Finite-Lived Assets


We evaluate goodwill for potential impairment annually and at an interim date ifIf we determine there are indicators of impairment, exist. When using the quantitative process to evaluate goodwill for potential impairment, consistent with our early adoption of ASU No. 2017-04 in January 2017, we compare the estimated fair value of the reporting unit to the carrying value. When determining the estimated fair value, we utilize discounted future cash flow models, as well as market conditions relative to the operations of our reporting units. Under the discounted cash flow approach, we utilize various assumptions that require judgment, including projections of revenues and expenses based on estimated long-term growth rates, and discount rates based on weighted average cost of capital. Our estimates of long-term growth and costs are based on historical data, as well as various internal projections and external sources. The weighted average cost of capital is estimated based on each reporting units’ cost of debt and equity and a selected capital structure. The selected capital structure for each reporting unit is based on consideration of capital structures of comparable publicly traded companies operating in the business of that reporting unit.

We had $5,190 million of goodwill as of December 31, 2017. Changes in the estimates and assumptions used in our goodwill impairment testing could result in future impairment losses, which could be material. Additionally, when a portion of a reporting unit is disposed, goodwill is allocated to the gain or loss on disposition based on the relative fair values of the business or businesses disposed and the portion of the reporting unit that will be retained. When determining fair value of the businesses disposed of and the reporting unit to be retained, we use estimates and assumptions similar to those used in our impairment analysis.

Brands

We evaluate our brands intangible assets for impairment on an annual basis and at other times during the year if events or circumstances indicate that it is more likely than not that the fair value of the brand is below the carrying value. When determining the fair value, we utilize discounted future cash flow models. Under the discounted cash flow approach, we utilize various assumptions that require judgment, including projections of revenues and expenses based on estimated long-term


growth rates and discount rates based on weighted average cost of capital. Our estimates of long-term growth and costs are based on historical data, as well as various internal estimates.

We had $4,890 million of brands intangible assets as of December 31, 2017. Changes in the estimates and assumptions used in our brands impairment testing, most notably revenue growth rates and discount rates, could result in future impairment losses, which could be material.

Intangible Assets with Finite Lives and Property and Equipment

We evaluate the carrying value of our specifically identifiable lease intangible assets, with finite livesROU assets and property and equipment for potential impairment, as an asset group, if we determine there are indicators of impairment by comparing the expected undiscounted future cash flows to the net bookcarrying value of the assets if we determine there are indicators of impairment.assets.


As part of the process described above, we exercise judgment to:


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 estimatedForward-looking growth ratesrate estimates are based on historical operating results, as well as various internal projections and external sources; and


determine the asset group fair value when required. In determining the fair value, we often use internally-developed discounted cash flow models.models, as well as appraisals, recent similar transactions in the market and, if appropriate and available, current estimated net sales proceeds from pending offers. Assumptions used in the discounted cash flow models include estimating cash flows, which may require us to adjust for specific market conditions, as well as capitalization rates, which are based on location, property or asset type, market-specific dynamics and overall economic performance. The discount rate applied to forward-looking projections takes into account our weighted average cost of capital according to our capital structure and other market specific considerations.


WeAs of December 31, 2019, we had $1,342$114 million, $867 million and $380 million of other lease intangible assets with finite livesnet, operating lease right-of-use assets and $353 million of property and equipment, net, as of December 31, 2017.respectively. Changes in estimates and assumptions used in our impairment testing of intangible assets with finite lives and property and equipment could result in future impairment losses, which could be material.


56


Leases

We record lease liabilities as the present value of the future minimum lease payments using a discount rate that is either the rate implicit in the lease, if available, or our incremental borrowing rate, adjusted for collateral. The collateralized incremental borrowing rate is estimated on a portfolio basis and reflects factors such as the term of the lease and the currency in which the lease payments will be made. The determination of the estimate of lease liabilities utilizes various assumptions that require judgment, including our adjustment for collateral, economic factors, including currency data, and our credit risk. The ROU asset is measured at the amount of the lease liability, with applicable adjustments. Refer to Note 2: "Basis of Presentation and Summary of Significant Accounting Policies" in our consolidated financial statements for additional information.

As of December 31, 2019, we had $1.4 billion of lease liabilities. If circumstances arise, such as a modification of an existing lease, that require the reassessment of the collateralized incremental borrowing rate, changes in the estimates previously used for such a modified arrangement could result in material changes to our lease liabilities.

Hilton Honors


Hilton Honors defers revenuerecords a point redemption liability for amounts received from participating hotels and program partners in an amount equal to the estimated cost per point of the future redemption obligation. We engage outside actuaries to assist in determining the fair value of the future award redemption obligation using statistical formulas that project future point redemptions based on factors that require judgment, including an estimate of "breakage" (points that will never be redeemed), an estimate of the points that will eventually be redeemed and the cost of the points to be redeemed. The cost of the points to be redeemed includes further estimates of available room nights, occupancy rates, room rates and any devaluation or appreciation of points based on changes in reward prices or changes in points earned per stay. Any amounts received from participating hotels and program partners in excess of the actuarial determined cost per point are recorded as deferred revenue and recognized as revenue upon point redemption.


WeIn addition to the Hilton Honors fees we receive from hotel owners to operate the program, we earn fees from co-brand credit card arrangements for the use of our IP license and the issuance of Hilton Honors points. The allocation of the overall fees from the co-brand credit card arrangements between the IP license and the Hilton Honors points is based on their estimated standalone selling prices. The estimated standalone selling price of the IP license is determined using a relief-from-royalty valuation method using statistical formulas based on factors that require significant judgment, including estimates of credit card usage, an appropriate royalty rate and a discount rate to be applied to the projected cash flows. The estimated standalone selling price of the future reward redemptions of Hilton Honors points under the co-brand credit card arrangements is calculated using a discounted cash flow analysis with the same assumptions as the point redemption liability discussed above, adjusted for an appropriate margin.

As of December 31, 2019, we had a $1,859 million liability for guest loyalty program, liability of $1,461 million as of December 31, 2017, including $622$799 million reflected as a current liability, in accounts payable, accrued expenses and other.deferred revenues related to Hilton Honors of $396 million, including $161 million reflected as a current liability. Changes in the estimates used in developing our breakage rate or other expected future program operations could result in a material changechanges to theour liability for guest loyalty program liability.and deferred revenues.


Income Taxes

On December 22, 2017, the TCJ Act was signed into law and includes widespread changes to the Internal Revenue Code including, among other items, a reduction to the federal corporate tax rate to 21 percent, a one-time transition tax on earnings of certain foreign subsidiaries that were previously deferred and the creation of new taxes on certain foreign earnings. As of December 31, 2017, we had not completed our accounting for the tax effects of enactment of the TCJ Act; however, where possible, we made a reasonable estimate of the effects on our existing deferred tax balances and the one-time transition tax. In other cases, we were not able to make a reasonable estimate and continued to account for those items based on the provisions of the tax laws that were in effect immediately prior to enactment. See Note 14: "Income Taxes" for additional discussion on the provisional effects of the TCJ Act.




We recognize deferred tax assets and liabilities based on the differences between the financial statement carrying values and the tax basis of assets and liabilities using currently enacted tax rates. We regularly review our deferred tax assets to assess their potential realization and establish a valuation allowance for portions of such assets that we believe will not be ultimately realized. In performing this review, we make estimates and assumptions regarding projected future taxable income, the expected timing of reversals of existing temporary differences and the implementation of tax planning strategies. A change in these assumptions may increase or decrease our valuation allowance resulting in an increase or decrease in our effective tax rate, which could materially affect our consolidated financial statements.


We use a prescribed more-likely-than-not recognition threshold for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return if there is uncertainty in income taxes recognized in the consolidated financial statements. When determining the amount of tax benefit to be recognized, we assume, among other items, the position will be examined, the examiner will have all relevant information and the evaluation of the position should be based on its technical merits. Further, estimates based on thea tax position’s technical merits and amounts we would ultimately accept in a negotiated settlement with the tax authorities are used to measure the largest amount of benefit that is greater than 50 percent
57


likely of being realized upon settlement. Changes to these assumptions and estimates can lead to an additional income tax benefit (expense), which cancould materially changeaffect our consolidated financial statements.


Legal Contingencies


We are subject to various legal proceedings and claims, the outcomes of which are subject to significant uncertainty. An estimated loss from a loss contingency shouldwill be accrued byas a charge to income if it is probable and the amount of the loss can be reasonably estimated. Significant judgment is required when we evaluate, among other factors, the degree of probability of an unfavorable outcome and the ability to make a reasonable estimate of the amount of loss. Changes in these factors could materially affect our consolidated financial statements.


ConsolidationsConsolidation


We use judgment when evaluating whether we have a controlling financial interest in an entity, including the assessment of the importance of rights and privileges of the partners based on voting rights, as well as financial interests in an entity that are not controllable through voting interests. If an entity in which we hold an interest is considered to be a VIE, we use judgment determiningevaluating whether we are the primary beneficiary, and then consolidate those VIEs for which we have determined we are the primary beneficiary. If the entity in which we hold an interest does not meet the definition of a VIE, we evaluate whether we have a controlling financial interest through our voting interestinterests in the entity. Changes to judgments used in evaluating our partnerships and other investments could materially affect our consolidated financial statements.


Share-Based Compensation

58

The process of estimating the fair value of share-based compensation awards and recognizing the associated expense over the requisite service period involves significant estimates and assumptions made by management. Refer to Note 16: "Share-Based Compensation" in our consolidated financial statements for additional information. Any changes to these estimates will affect the amount of share-based compensation expense we recognize with respect to future grants. Additionally, since we determined that the performance condition for our performance awards is probable of achievement, we recognize expense based on anticipated achievement percentages, which are based on internally-developed projections of future Adjusted EBITDA and free cash flow per share. Any changes to these estimates will affect the amount of share-based compensation expense we recognize in future periods.




Item 7A. Quantitative and Qualitative Disclosures About Market Risk


We are exposed to market risk primarily from changes in interest rates and foreign currency exchange rates, which may affect future income, cash flows and the fair value of the Company, depending on changes to interest rates or foreign currency exchange rates. In certain situations, we may seek to reduce cash flow volatility associated with changes in interest rates and foreign currency exchange rates by entering into derivative financial arrangementsinstruments intended to provide a hedge against a portion of the risks associated with such volatility. We continue to have exposure to such risks to the extent they are not hedged. We enter into derivative financial arrangementsinstruments to the extent they meet the objectives described above, and we do not use derivatives for trading or speculative purposes.


Interest Rate Risk


We are exposed to interest rate risk on our variable-rate debt, and on our fixed-rate debt to the extent that the interest rate affects its fair value.debt. We are most vulnerable to changes in one-month LIBOR, as the interest rate on our variable-rate debt is based on this index. We use interest rate swaps in order to maintain aan appropriate level of exposure to interest rate variability that we deem acceptable, and asvariability. As of December 31, 2017,2019, we held two interest rate swaps through which swapwe receive one-month LIBOR and pay a fixed rate on a portion of the Term Loans to fixed rates.Loans. We elected to designate these interest rate swaps as cash flow hedges for accounting purposes.


The following table sets forth the contractual maturities and the total fair values as of December 31, 20172019 for our financial instruments that are materially affected by interest rate risk, including long-term debt and an interest rate swaps.swap. For long-term debt, the table presents contractual maturities and related weighted average interest rates. For the interest rate swaps,swap, the table presents the notional amountsamount and weighted average interest ratesrate by contractual maturity dates.date. Fixed rates are the weighted average actual rates, and variable rates are the weighted average market rates prevailing as of December 31, 20172019:

Maturities by Period
20202021202220232024ThereafterCarrying ValueFair Value
(in millions, excluding interest rates) 
Long-term debt:
Fixed-rate long-term debt(1)(2)
$—  $—  $—  $—  $988  $3,953  $4,941  $5,230  
Weighted average interest rate  4.78 %
Variable-rate long-term debt(2)
$—  $—  $—  $—  $195  $2,595  $2,790  $2,834  
Weighted average interest rate  3.50 %
Interest rate swap:
Variable to fixed(3)(4)
$—  $—  $1,600  $—  $—  $—  $1,600  $15  
Variable interest rate payable(5)
1.79 %
Fixed interest rate receivable(6)
1.98 %
____________
(1)Excludes finance lease liabilities with a carrying value of $245 million and debt of consolidated VIEs with a carrying value of $17 million as of December 31, 2019.
(2)Carrying value includes unamortized deferred financing costs and discount.
(3)The carrying value balance reflects the notional amount. We measure our derivative instruments at fair value and, as of December 31, 2019, this interest rate swap was in a liability position.
(4)Excludes an interest rate swap agreement with a notional amount of $1.6 billion, which swaps one-month LIBOR on the Term Loans to a fixed rate of 3.03 percent, with a term for the period from March 2022 to March 2023. The interest rate hedges in place.swap had a liability fair value of $22 million as of December 31, 2019.
(5)Represents the estimated interest rate payable.
 Maturities by Period    
 2018 2019 2020 2021 2022 Thereafter Carrying Value Fair Value
 (in millions, excluding interest rates)
Long-term debt:               
Fixed-rate long-term debt(1)(2)
$
 $
 $
 $
 $
 $2,462
 $2,462
 $2,575
Weighted average interest rate(3)
            4.54%  
Variable-rate long-term debt(2)
$32
 $32
 $32
 $32
 $32
 $3,726
 $3,886
 $3,954
Weighted average interest rate(3)
            3.55%  
Interest rate swaps:               
Variable to fixed(4)
$
 $
 $
 $
 $2,350
 $
 $2,350
 $11
Variable interest rate payable(5)
            3.55%  
Fixed interest rate receivable(6)
            1.99%  
(6)Represents the estimated interest rate receivable.
____________
(1)
Excludes capital lease obligations with a carrying value of $233 million and debt of certain consolidated VIEs with a carrying value of $21 million as of December 31, 2017.
(2)
Carrying value includes unamortized deferred financing costs and discount.
(3)
Weighted average interest rate as of December 31, 2017.
(4)
The carrying value balance reflects the notional amount. We measure our derivative instruments at fair value.
(5)
Represents the estimated interest rate payable.
(6)
Represents the interest rate receivable.


Refer to Note 11: "Derivative Instruments and Hedging Activities" and Note 12: "Fair"Fair Value Measurements"Measurements" in our consolidated financial statements for additional information ofon the fair value measurements of our derivatives and financial assets and liabilities, respectively.liabilities.


Foreign Currency Exchange Rate Risk


We conduct business in various currencies and are exposed to earnings and cash flow volatility associated with changes in foreign currency exchange rates. Our principal exposure results from management and franchise fees earned in foreign currencies and revenues from our international leased hotels, partially offset by foreign operating expenses, theexpenses. The value of whichthese revenues and expenses could change materially in reference to the functional currencies of the exposed entities and to our reporting currency, USD. We also have exposure from our international financial assets and liabilities, including certain
59


intercompany loans not deemed to be permanently invested, the value of which could change materially in reference to the functional currencies of the exposed entities. As of December 31, 2017,2019, our largest net exposures were to the euro, GBPAUD and AUD.EUR.




We use forward contracts designated as cash flow hedges to offset exposure from foreign currency exchange rate risks associated with our euro and yen denominated management and franchise fees.fees denominated in certain foreign currencies. We use short-term foreign exchange forward contracts not designated as hedging instruments to offset exposure to foreign currency exchange rate fluctuations in certain cash and intercompany loan balances denominated in foreign currencies. However,. We do not consider the fair value andof earnings effect of these derivatives are notforward contracts to be material to our consolidated financial statements.





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Item 8.  Financial Statements and Supplementary Data


INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


Page No.
Page No.
Management’s Report on Internal Control Over Financial Reporting
Report of Independent Registered Public Accounting Firm - Internal Control Over Financial Reporting
Report of Independent Registered Public Accounting Firm - Financial Statements
Report of Independent Registered Public Accounting Firm
Consolidated Financial Statements:
Consolidated Balance Sheets as of December 31, 20172019 and 20162018
Consolidated Statements of Operations for the years ended December 31, 2017, 20162019, 2018 and 20152017
Consolidated Statements of Comprehensive Income for the years ended December 31, 2017, 20162019, 2018 and 20152017
Consolidated Statements of Cash Flows for the years ended December 31, 2017, 20162019, 2018 and 20152017
Consolidated Statements of Stockholders' Equity (Deficit) for the years ended
December 31, 2017, 20162019, 2018 and 20152017
Notes to Consolidated Financial Statements







61



Management's Report on Internal Control Over Financial Reporting


Management of Hilton Worldwide Holdings Inc. (the "Company") is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S.United States generally accepted accounting principles.principles ("GAAP"). The Company's internal control over financial reporting includes those policies and procedures that (1)that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2)(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles,GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of the Company’s management and directors; and (3)(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets of the Company that could have a material effect on the financial statements.


Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


Management has assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2017.2019. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)("COSO") in Internal Control—Integrated Framework (2013). Based on this assessment, management determined that the Company maintained effective internal control over financial reporting as of December 31, 2017.2019.


Ernst & Young LLP, the independent registered public accounting firm that has audited the consolidated financial statements included in this Annual Report on Form 10-K, has issued an attestation report on the Company’s internal control over financial reporting as of December 31, 2017.2019. The report is included herein.













62



Report of Independent Registered Public Accounting Firm


To the Stockholders and Board of Directors and Stockholders of
Hilton Worldwide Holdings Inc.


Opinion on Internal Control overOver Financial Reporting


We have audited Hilton Worldwide Holdings Inc.’s's internal control over financial reporting as of December 31, 2017,2019, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Hilton Worldwide Holdings Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017,2019, based on the COSO criteria.


We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of Hilton Worldwide Holdings Inc. (the Company) as of December 31, 20172019 and 2016,2018, the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows, and stockholders' equity, for each of the three years in the period ended December 31, 20172019 of the Company and the related notes, and our report dated February 14, 201811, 2020 expressed an unqualified opinion thereon.


Basis for Opinion


The Company's management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’sManagement's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’sCompany's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control overOver Financial Reporting
A company’scompany's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’scompany's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP


Tysons, Virginia
February 14, 2018

11, 2020


63



Report of Independent Registered Public Accounting Firm


To the Stockholders and Board of Directors and Stockholders of
Hilton Worldwide Holdings Inc.



Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Hilton Worldwide Holdings Inc. (the Company) as of December 31, 20172019 and 2016,2018, the related consolidated statements of operations, comprehensive income, cash flows, and stockholders’ equity, and cash flows, for each of the three years in the period ended December 31, 20172019, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 20172019 and 2016,2018, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2017,2019, in conformity with US generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2017,2019, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 14, 201811, 2020 expressed an unqualified opinion thereon.


Adoption of Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842)

As discussed in Note 2 to the financial statements, the Company changed its method for accounting for leases due to the adoption of ASU No. 2016-02, Leases (Topic 842), and the amendments in ASU No. 2018-11, Leases (Topic 842): Targeted Improvements, on January 1, 2019 using a modified-retrospective approach.

Basis for Opinion

These financial statements are the responsibility of the Company‘sCompany’s management. Our responsibility is to express an opinion on the Company‘sCompany’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the US federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.


Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.















64


Accounting for the Loyalty Program
Description of the Matter
The Company recognized $239 million of revenues during the year ended December 31, 2019 and had deferred revenue of $396 millionas of December 31, 2019 associated with the Hilton Honors guest loyalty and marketing program (the “Loyalty Program”). As discussed in Note 4 to the consolidated financial statements, the Company has a performance obligation to provide or arrange for the provision of goods or services for free or at a discount to Hilton Honors members in exchange for the redemption of points earned based on their spending at participating properties and through participation in affiliated partner programs. The consideration for the Loyalty Program is received from hotel properties or other program partners at the time points are earned by Hilton Honors members. Such amounts are recognized as revenue when points are redeemed and the related performance obligation is met based upon the estimated standalone selling price per point.

Auditing Loyalty Program results is complex due to: (1) the complexity of models and high volume of data used to monitor and account for the Loyalty Program results, and (2) the complexity of estimating the standalone selling price per Loyalty Program point, including the estimated breakage rate of Loyalty Program points. Such estimates are complex given the significant estimation associated with redemption activity.

How We Addressed the Matter in Our AuditWe obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s process of accounting for the Hilton Honors during the year. For example, we tested controls over management’s review of the assumptions and data inputs utilized by outside actuaries in assisting the Company with estimating the ultimate estimated redemption cost and breakage rate of Loyalty Program points and management's review of monthly activity and data inputs to their accounting model.

To test the recognition of revenues and costs associated with the Loyalty Program, we involved specialists on our team and performed audit procedures that included, among others, testing the clerical accuracy and consistency with US GAAP of the accounting model developed by the Company to recognize revenue and costs associated with the Loyalty Program, and testing significant inputs into the accounting model, including the estimated standalone selling price and recognition of points earned and redeemed during the period whereby we involved our actuarial professionals to assist in our testing procedures. We evaluated management’s methodology for estimating the breakage of Loyalty Program points, as well as tested underlying data and actuarial assumptions used in estimating the breakage rate.
Accounting for Income Taxes
Description of the Matter
The Company recognized income tax expense of $358 million during the year ended December 31, 2019, and unrecognized tax benefits of $395 million as of December 31, 2019. As discussed in Note 13 to the consolidated financial statements, the Company’s unrecognized tax benefits relate to, among others, uncertainty regarding affirmative refund claims submitted to the Internal Revenue Service during 2019, calculations of certain tax deductions claimed, and the valuation of certain tax assets in the United States and the United Kingdom. Further, as discussed in Note 13 to the consolidated financial statements, the Company has recognized tax positions of $817 millionas of December 31, 2019 for which the Internal Revenue Service has made proposed adjustments through the issuance of a Revenue Agents Report, for which the Company has reserved $58 million.

Auditing the accounting for income taxes is complex as a result of: (1) operations in multiple foreign tax jurisdictions and international restructuring transactions, (2) the judgment and estimation associated with both the identification and measurement of the Company's unrecognized tax benefits, including its evaluation of the technical merits related to matters for which no reserves or partial reserves have been recorded, and (3) the significant estimation associated with the measurement of unrecognized tax benefits outstanding as of the balance sheet date.

65


How We Addressed the Matter in Our AuditWe obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s process of accounting for income taxes, including unrecognized tax benefits, during the year. For example, we tested management’s controls over the review of tax positions taken by the Company to determine whether they met the threshold for recognition within the consolidated financial statements.

To test the recognition of the Company’s unrecognized tax benefits and measurement of unrecognized tax benefits, we involved tax professionals with specialized skills and knowledge to assess the technical merits of the Company’s tax positions and performed audit procedures that included, among others, evaluation of communications with relevant taxing authorities, evaluation of whether management appropriately considered new information that could significantly change the recognition, measurement or disclosure of the unrecognized tax benefits, and testing the assumptions used by management in estimating the valuation of any associated liability.
Accounting for Other Expenses from Managed and Franchised Properties and General and Administrative Expenses
Description of the MatterThe Company recognized Other expenses from managed and franchised properties of $5,763 million and General and administrative expenses of $441 million during the year ended December 31, 2019. As discussed in Note 2 to the consolidated financial statements, the Company incurs certain direct and indirect expenses that are for the benefit of, and contractually reimbursable from, hotel owners. Such amounts (“Cost Reimbursements”) are recorded in the period in which the expense is incurred as Other expenses from managed and franchised properties and the accounting for indirect cost reimbursements includes judgment with respect to the allocation of certain costs between reimbursable and non-reimbursable.

Auditing the classification of indirect reimbursements recognized within Other expenses from managed and franchised properties and General and administrative expenses is complex as a result of: (1) judgment associated with testing management’s conclusions regarding the allocation of costs between reimbursable and non-reimbursable expenses, presented as Other expenses from managed and franchised properties and General and administrative expenses, respectively, (2) the complexity associated with allocating indirect expenses due to the high volume of data utilized by management in establishing and maintaining allocations for indirect expenses, and (3) incentives for management to limit the growth in General and administrative expenses due to the impact on publicly disclosed earnings metrics.
How We Addressed the Matter in Our AuditWe obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s process of accounting for Cost Reimbursements, General and administrative expenses, and the process for allocating indirect reimbursement expenses during the year. For example, we tested management’s controls over the review of the allocation of certain indirect costs to determine if they were appropriately classified.
To test the recognition of Cost Reimbursements for appropriate classification, we performed audit procedures that included, among others: testing a sample of transactions that were classified within Other expenses from managed and franchised properties in order to evaluate the appropriate accounting treatment and reasonableness of classification; comparing budgeted amounts to prior allocations and evaluating the reasonableness of any resulting material changes to allocations of indirect expenses; performing analytic procedures over Other expenses from managed and franchised properties and General and administrative expenses in order to identify indicators of material errors in the classification of expenses based on established trends and expectations; and testing material manual journal entries made to Other expenses from managed and franchised properties and General and administrative expenses.

/s/ Ernst & Young LLP

We have served as the Company's auditor since 2002.


Tysons, Virginia
February 14, 201811, 2020


66





HILTON WORLDWIDE HOLDINGS INC.
CONSOLIDATED BALANCE SHEETS
(in millions, except share data)

December 31,December 31,
2017 201620192018
ASSETS   ASSETS
Current Assets:   Current Assets:
Cash and cash equivalents$570
 $1,062
Cash and cash equivalents$538  $403  
Restricted cash and cash equivalents100
 121
Restricted cash and cash equivalents92  81  
Accounts receivable, net of allowance for doubtful accounts of $29 and $27998
 755
Accounts receivable, net of allowance for doubtful accounts of $44 and $42Accounts receivable, net of allowance for doubtful accounts of $44 and $421,261  1,150  
Prepaid expenses111
 89
Prepaid expenses130  160  
Income taxes receivable36
 13
Other171
 39
Other72  189  
Current assets of discontinued operations
 1,478
Total current assets (variable interest entities - $93 and $167)1,986
 3,557
Total current assets (variable interest entities $100 and $90)
Total current assets (variable interest entities $100 and $90)
2,093  1,983  
Intangibles and Other Assets:   Intangibles and Other Assets:
Goodwill5,190
 5,218
Goodwill5,159  5,160  
Brands4,890
 4,848
Brands4,877  4,869  
Management and franchise contracts, net909
 963
Management and franchise contracts, net780  872  
Other intangible assets, net433
 447
Other intangible assets, net421  415  
Operating lease right-of-use assetsOperating lease right-of-use assets867  —  
Property and equipment, net353
 341
Property and equipment, net380  367  
Deferred income tax assets113
 82
Deferred income tax assets100  90  
Other434
 408
Other280  239  
Non-current assets of discontinued operations
 10,347
Total intangibles and other assets (variable interest entities - $171 and $569)12,322
 22,654
Total intangibles and other assets (variable interest entities $179 and $178)
Total intangibles and other assets (variable interest entities $179 and $178)
12,864  12,012  
TOTAL ASSETS$14,308
 $26,211
TOTAL ASSETS$14,957  $13,995  
LIABILITIES AND EQUITY   
LIABILITIES AND EQUITY (DEFICIT)LIABILITIES AND EQUITY (DEFICIT)
Current Liabilities:   Current Liabilities:
Accounts payable, accrued expenses and other$2,150
 $1,821
Accounts payable, accrued expenses and other$1,703  $1,549  
Current maturities of long-term debt46

33
Current maturities of long-term debt37  16  
Income taxes payable12
 56
Current liabilities of discontinued operations
 774
Total current liabilities (variable interest entities - $58 and $124)
2,208
 2,684
Current portion of deferred revenuesCurrent portion of deferred revenues332  350  
Current portion of liability for guest loyalty programCurrent portion of liability for guest loyalty program799  700  
Total current liabilities (variable interest entities $64 and $56)
Total current liabilities (variable interest entities $64 and $56)
2,871  2,615  
Long-term debt6,556

6,583
Long-term debt7,956  7,266  
Operating lease liabilitiesOperating lease liabilities1,037  —  
Deferred revenues97
 42
Deferred revenues827  826  
Deferred income tax liabilities1,063

1,778
Deferred income tax liabilities795  898  
Liability for guest loyalty program839
 889
Liability for guest loyalty program1,060  969  
Other1,470
 1,492
Other883  863  
Non-current liabilities of discontinued operations
 6,894
Total liabilities (variable interest entities - $271 and $766)12,233
 20,362
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, 2017 and 2016
 
Common stock(1), $0.01 par value; 10,000,000,000 authorized shares, 331,054,014 issued and 317,420,933 outstanding as of December 31, 2017 and 329,351,581 issued and 329,341,992 outstanding as of December 31, 2016
3
 3
Treasury stock, at cost; 13,633,081 shares as of December 31, 2017 and 9,589 shares as of December 31, 2016(891) 
Additional paid-in capital(1)
10,298
 10,220
Total liabilities (variable interest entities $260 and $263)
Total liabilities (variable interest entities $260 and $263)
15,429  13,437  
Commitments and contingencies see Note 19
Commitments and contingencies see Note 19
Equity (Deficit):Equity (Deficit):
Preferred stock, $0.01 par value; 3,000,000,000 authorized shares, none issued or outstanding as of December 31, 2019 and 2018Preferred stock, $0.01 par value; 3,000,000,000 authorized shares, none issued or outstanding as of December 31, 2019 and 2018—  —  
Common stock, $0.01 par value; 10,000,000,000 authorized shares, 333,159,770 issued and 278,985,125 outstanding as of December 31, 2019 and 332,105,163 issued and 294,815,890 outstanding as of December 31, 2018Common stock, $0.01 par value; 10,000,000,000 authorized shares, 333,159,770 issued and 278,985,125 outstanding as of December 31, 2019 and 332,105,163 issued and 294,815,890 outstanding as of December 31, 2018  
Treasury stock, at cost; 54,174,645 shares as of December 31, 2019 and 37,289,273 shares as of December 31, 2018Treasury stock, at cost; 54,174,645 shares as of December 31, 2019 and 37,289,273 shares as of December 31, 2018(4,169) (2,625) 
Additional paid-in capitalAdditional paid-in capital10,489  10,372  
Accumulated deficit(6,596) (3,323)Accumulated deficit(5,965) (6,417) 
Accumulated other comprehensive loss(742) (1,001)Accumulated other comprehensive loss(840) (782) 
Total Hilton stockholders' equity2,072
 5,899
Total Hilton stockholders' equity (deficit)Total Hilton stockholders' equity (deficit)(482) 551  
Noncontrolling interests3
 (50)Noncontrolling interests10   
Total equity2,075
 5,849
TOTAL LIABILITIES AND EQUITY$14,308
 $26,211
Total equity (deficit)Total equity (deficit)(472) 558  
TOTAL LIABILITIES AND EQUITY (DEFICIT)TOTAL LIABILITIES AND EQUITY (DEFICIT)$14,957  $13,995  
____________
(1)
Balance as of December 31, 2016 was adjusted to reflect the 1-for-3 reverse stock split that occurred on January 3, 2017. See Note 1: "Organization" for additional information.


See notes to consolidated financial statements.


67


HILTON WORLDWIDE HOLDINGS INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except per share data)

Year Ended December 31,Year Ended December 31,  
2017 2016 2015201920182017
Revenues     Revenues
Franchise fees$1,382

$1,154
 $1,087
Franchise and licensing feesFranchise and licensing fees$1,681  $1,530  $1,321  
Base and other management fees336
 242
 230
Base and other management fees332  321  324  
Incentive management fees222

142
 138
Incentive management fees230  235  222  
Owned and leased hotels1,450

1,452
 1,596
Owned and leased hotels1,422  1,484  1,432  
Other revenues105
 82
 71
Other revenues101  98  105  
3,495
 3,072
 3,122
3,766  3,668  3,404  
Other revenues from managed and franchised properties5,645
 4,310
 4,011
Other revenues from managed and franchised properties5,686  5,238  4,727  
Total revenues9,140

7,382

7,133
Total revenues9,452  8,906  8,131  
     
Expenses     Expenses
Owned and leased hotels1,286
 1,295
 1,414
Owned and leased hotels1,254  1,332  1,269  
Depreciation and amortization347
 364
 385
Depreciation and amortization346  325  336  
General and administrative434

403

537
General and administrative441  443  439  
Other expenses56
 66
 49
Other expenses72  51  56  
2,123
 2,128
 2,385
2,113  2,151  2,100  
Other expenses from managed and franchised properties5,645
 4,310
 4,011
Other expenses from managed and franchised properties5,763  5,323  4,899  
Total expenses7,768
 6,438
 6,396
Total expenses7,876  7,474  6,999  
     
Gain on sales of assets, net
 8
 163
Gain on sale of assets, netGain on sale of assets, net81  —  —  
     
Operating income1,372
 952
 900
Operating income1,657  1,432  1,132  
     
Interest expense(408) (394) (377)Interest expense(414) (371) (351) 
Gain (loss) on foreign currency transactions3
 (16) (41)Gain (loss) on foreign currency transactions(2) (11)  
Loss on debt extinguishment(60) 
 
Loss on debt extinguishment—  —  (60) 
Other non-operating income, net23
 14
 51
Other non-operating income, net 28  29  
     
Income from continuing operations before income taxes930

556

533
Income before income taxesIncome before income taxes1,244  1,078  753  
     
Income tax benefit (expense)334

(564)
348
Income tax benefit (expense)(358) (309) 336  
     
Income (loss) from continuing operations, net of taxes1,264
 (8) 881
Income from discontinued operations, net of taxes
 372
 535
Net income1,264
 364
 1,416
Net income886  769  1,089  
Net income attributable to noncontrolling interests(5) (16) (12)Net income attributable to noncontrolling interests(5) (5) (5) 
Net income attributable to Hilton stockholders$1,259

$348

$1,404
Net income attributable to Hilton stockholders$881  $764  $1,084  
     
Earnings (loss) per share(1):
     
Basic: 
 
 
Net income (loss) from continuing operations per share$3.88
 $(0.05) $2.67
Net income from discontinued operations per share
 1.11
 1.60
Net income per share$3.88
 $1.06
 $4.27
Diluted:     
Net income (loss) from continuing operations per share$3.85
 $(0.05) $2.66
Net income from discontinued operations per share
 1.11
 $1.60
Net income per share$3.85
 $1.06
 $4.26
Earnings per share:Earnings per share:
BasicBasic$3.07  $2.53  $3.34  
DilutedDiluted$3.04  $2.50  $3.32  
     
Cash dividends declared per share(1)
$0.60
 $0.84
 $0.42
Cash dividends declared per shareCash dividends declared per share$0.60  $0.60  $0.60  
___________
(1)
Weighted average shares outstanding used in the computation of basic and diluted earnings (loss) per share and cash dividends declared per share for the years ended December 31, 2016 and 2015 was adjusted to reflect the 1-for-3 reverse stock split that occurred on January 3, 2017. See Note 1: "Organization" for additional information.
See notes to consolidated financial statements.


68


HILTON WORLDWIDE HOLDINGS INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions)

Year Ended December 31,Year Ended December 31,  
2017 2016 2015201920182017
Net income$1,264
 $364
 $1,416
Net income$886  $769  $1,089  
Other comprehensive income (loss), net of tax benefit (expense):     Other comprehensive income (loss), net of tax benefit (expense):
Currency translation adjustment, net of tax of $32, $19, and $(8)161
 (159) (134)
Pension liability adjustment, net of tax of $(8), $(2), and $1022
 (57) (15)
Cash flow hedge adjustment, net of tax of $(7), $2, and $413
 (2) (7)
Currency translation adjustment, net of tax of $(8), $6 and $32Currency translation adjustment, net of tax of $(8), $6 and $32(4) (70) 162  
Pension liability adjustment, net of tax of $3, $3 and $(8)Pension liability adjustment, net of tax of $3, $3 and $(8)(9) (9) 22  
Cash flow hedge adjustment, net of tax of $15, $(8) and $(7)Cash flow hedge adjustment, net of tax of $15, $(8) and $(7)(45) 22  13  
Total other comprehensive income (loss)196
 (218) (156)Total other comprehensive income (loss)(58) (57) 197  
     
Comprehensive income1,460
 146
 1,260
Comprehensive income828  712  1,286  
Comprehensive income attributable to noncontrolling interests(5) (15) (12)Comprehensive income attributable to noncontrolling interests(5) (5) (5) 
Comprehensive income attributable to Hilton stockholders$1,455
 $131
 $1,248
Comprehensive income attributable to Hilton stockholders$823  $707  $1,281  


See notes to consolidated financial statements.


69


HILTON WORLDWIDE HOLDINGS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)

Year Ended December 31,Year Ended December 31,  
2017 2016 2015201920182017
Operating Activities:     Operating Activities:
Net income$1,264
 $364
 $1,416
Net income$886  $769  $1,089  
Adjustments to reconcile net income to net cash provided by operating activities:     Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of contract acquisition costs
Amortization of contract acquisition costs
29  27  17  
Depreciation and amortization347
 686
 692
Depreciation and amortization346  325  336  
Gain on sales of assets, net
 (9) (306)
Gain on sale of assets, netGain on sale of assets, net(81) —  —  
Loss (gain) on foreign currency transactions(3) 13
 41
Loss (gain) on foreign currency transactions 11  (3) 
Loss on debt extinguishment60
 
 
Loss on debt extinguishment—  —  60  
Share-based compensation74
 65
 124
Share-based compensation154  127  121  
Amortization of deferred financing costs and other15
 32
 38
Amortization of deferred financing costs and other16  16  15  
Distributions from unconsolidated affiliates1
 22
 26
Distributions from unconsolidated affiliates   
Deferred income taxes(727)
(79)
(479)Deferred income taxes(20) (14) (729) 
Contract acquisition costsContract acquisition costs(90) (103) (75) 
Changes in operating assets and liabilities:     Changes in operating assets and liabilities:
Accounts receivable, net(210) (143) (47)Accounts receivable, net(105) (161) (204) 
Inventories
 15
 (39)
Prepaid expenses(15) 
 (27)Prepaid expenses (39) (11) 
Income taxes receivable(24) 84
 35
Other current assets7
 (2) 32
Other current assets15  13  (24) 
Accounts payable, accrued expenses and other51
 232
 90
Accounts payable, accrued expenses and other99  148  (17) 
Income taxes payable(43) 28
 13
Change in timeshare financing receivables
 (54) (49)
Change in operating lease right-of-use assetsChange in operating lease right-of-use assets43  —  —  
Change in operating lease liabilitiesChange in operating lease liabilities(80) —  —  
Change in deferred revenues55
 (219) (212)Change in deferred revenues(17) (18) 334  
Change in liability for guest loyalty program29
 154
 64
Change in liability for guest loyalty program191  207  29  
Change in other liabilities8
 199
 154
Change in other liabilities(14) (53) (95) 
Other35
 (23) (120)Other (4)  
Net cash provided by operating activities924
 1,365
 1,446
Net cash provided by operating activities1,384  1,255  849  
Investing Activities:     Investing Activities:
Capital expenditures for property and equipment(58)
(317)
(310)Capital expenditures for property and equipment(81) (72) (58) 
Acquisitions, net of cash acquired
 
 (1,402)
Proceeds from asset dispositions
 11
 2,205
Contract acquisition costs(75)
(55) (37)
Payments received on other financing receivablesPayments received on other financing receivables 50   
Proceeds from asset dispositionProceeds from asset disposition120  —  —  
Capitalized software costs(75)
(81) (62)Capitalized software costs(124) (87) (75) 
Other(14) (36) 20
Other(41) (22) (21) 
Net cash provided by (used in) investing activities(222) (478) 414
Net cash used in investing activitiesNet cash used in investing activities(123) (131) (147) 
Financing Activities:     Financing Activities:
Borrowings1,824
 4,715
 48
Borrowings2,200  1,676  1,824  
Repayment of debt(1,860) (4,359) (1,624)Repayment of debt(1,547) (1,005) (1,860) 
Debt issuance costs and redemption premium(69) (76) 
Debt issuance costs and redemption premium(29) (21) (69) 
Dividends paid(195) (277) (138)Dividends paid(172) (181) (195) 
Cash transferred in spin-offs of Park and HGV(501) 
 
Cash transferred in spin-offsCash transferred in spin-offs—  —  (501) 
Repurchases of common stock(891) 
 
Repurchases of common stock(1,538) (1,721) (891) 
Distributions to noncontrolling interests(1) (32) (8)
Tax withholdings on share-based compensation(31) (15) (31)
Share-based compensation tax withholdings and otherShare-based compensation tax withholdings and other(27) (44) (31) 
OtherOther—  (4) (1) 
Net cash used in financing activities(1,724) (44) (1,753)Net cash used in financing activities(1,113) (1,300) (1,724) 
     
Effect of exchange rate changes on cash, restricted cash and cash equivalents8
 (15) (19)Effect of exchange rate changes on cash, restricted cash and cash equivalents(2) (10)  
Net increase (decrease) in cash, restricted cash and cash equivalents(1,014) 828
 88
Net increase (decrease) in cash, restricted cash and cash equivalents146  (186) (1,014) 
Cash, restricted cash and cash equivalents from continuing operations, beginning of period1,183
 633
 628
Cash, restricted cash and cash equivalents from discontinued operations, beginning of period501
 223
 140
Cash, restricted cash and cash equivalents, beginning of period1,684
 856
 768
Cash, restricted cash and cash equivalents, beginning of period484  670  1,684  
Cash, restricted cash and cash equivalents from continuing operations, end of period670
 1,183
 633
Cash, restricted cash and cash equivalents from discontinued operations, end of period
 501
 223
Cash, restricted cash and cash equivalents, end of period$670
 $1,684
 $856
Cash, restricted cash and cash equivalents, end of period$630  $484  $670  


See notes to consolidated financial statements. For supplemental disclosures, seeNote 22:21: "Supplemental Disclosures of Cash Flow Information."




70


HILTON WORLDWIDE HOLDINGS INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
(in millions)

Equity (Deficit) Attributable to Hilton Stockholders
Equity Attributable to Hilton Stockholders    Additional
Paid-in
Capital
Accumulated
Other
Comprehensive
Loss
    Additional
Paid-in
Capital
   Accumulated
Other
Comprehensive
Loss
    Common StockTreasury StockAccumulated DeficitNoncontrolling
Interests
Total
Common Stock Treasury Stock Accumulated Deficit Noncontrolling
Interests
 TotalSharesAmountAdditional
Paid-in
Capital
Accumulated
Other
Comprehensive
Loss
Shares Amount Additional
Paid-in
Capital
Accumulated
Other
Comprehensive
Loss
Balance as of December 31, 2014(1)
328
 $3
 $
 $10,035
$(4,658)$(628)$(38)$4,714
Balance as of December 31, 2016Balance as of December 31, 2016329  $ $—  $10,220  $(3,545) $(1,001) $(50) $5,627  
Net incomeNet income—  —  —  —  1,084  —   1,089  
Other comprehensive income, net of taxes:Other comprehensive income, net of taxes:
Currency translation adjustmentCurrency translation adjustment—  —  —  —  —  162  —  162  
Pension liability adjustmentPension liability adjustment—  —  —  —  —  22  —  22  
Cash flow hedge adjustmentCash flow hedge adjustment—  —  —  —  —  13  —  13  
Other comprehensive incomeOther comprehensive income—  —  —  —  —  197  —  197  
DividendsDividends—  —  —  —  (196) —  —  (196) 
Repurchases of common stockRepurchases of common stock(14) —  (891) —  —  —  —  (891) 
Share-based compensation1
 
 
 115
 
 
 
 115
Share-based compensation —  —  77  —  —  —  77  
DistributionsDistributions—  —  —  —  —  —  (1) (1) 
Spin-offs of Park and HGVSpin-offs of Park and HGV—  —  —  —  (4,323) 63  49  (4,211) 
Cumulative effect of the adoption of ASU 2016-09Cumulative effect of the adoption of ASU 2016-09—  —  —   (1) —  —  —  
Balance as of December 31, 2017Balance as of December 31, 2017317   (891) 10,298  (6,981) (741)  1,691  
Net income
 
 
 
 1,404
 
 12
 1,416
Net income—  —  —  —  764  —   769  
Other comprehensive loss, net of tax:               
Other comprehensive income (loss),
net of taxes:
Other comprehensive income (loss),
net of taxes:
Currency translation adjustment
 
 
 
 
 (134) 
 (134)Currency translation adjustment—  —  —  —  —  (70) —  (70) 
Pension liability adjustment
 
 
 
 
 (15) 
 (15)Pension liability adjustment—  —  —  —  —  (9) —  (9) 
Cash flow hedge adjustment
 
 
 
 
 (7) 
 (7)Cash flow hedge adjustment—  —  —  —  —  22  —  22  
Other comprehensive loss
 
 
 
 
 (156) 
 (156)Other comprehensive loss—  —  —  —  —  (57) —  (57) 
Dividends
 
 
 
 (138) 
 
 (138)Dividends—  —  —  —  (184) —  —  (184) 
Excess tax benefits on equity awards
 
 
 8
 
 
 
 8
Repurchases of common stockRepurchases of common stock(23) —  (1,721) —  —  —  —  (1,721) 
Share-based compensationShare-based compensation —  (13) 77  —  —  —  64  
Distributions
 
 
 
 
 
 (8) (8)Distributions—  —  —  —  —  —  (1) (1) 
Balance as of December 31, 2015(1)
329
 3
 
 10,158
 (3,392) (784) (34) 5,951
Share-based compensation
 
 
 62
 
 
 
 62
Acquisition of noncontrolling interestAcquisition of noncontrolling interest—  —  —  (3) —  —  —  (3) 
Cumulative effect of the adoption of ASU 2018-02Cumulative effect of the adoption of ASU 2018-02—  —  —  —  (16) 16  —  —  
Balance as of December 31, 2018Balance as of December 31, 2018295   (2,625) 10,372  (6,417) (782)  558  
Net income
 
 
 
 348
 
 16
 364
Net income—  —  —  —  881  —   886  
Other comprehensive loss, net of tax:               
Other comprehensive loss, net of taxes:Other comprehensive loss, net of taxes:
Currency translation adjustment
 
 
 
 
 (158) (1) (159)Currency translation adjustment—  —  —  —  —  (4) —  (4) 
Pension liability adjustment
 
 
 
 
 (57) 
 (57)Pension liability adjustment—  —  —  —  —  (9) —  (9) 
Cash flow hedge adjustment
 
 
 
 
 (2) 
 (2)Cash flow hedge adjustment—  —  —  —  —  (45) —  (45) 
Other comprehensive loss
 
 
 
 
 (217) (1) (218)Other comprehensive loss—  —  —  —  —  (58) —  (58) 
Dividends
 
 
 
 (279) 
 
 (279)Dividends—  —  —  —  (173) —  —  (173) 
Cumulative effect of the adoption of ASU 2015-02
 
 
 
 
 
 5
 5
Repurchases of common stockRepurchases of common stock(17) —  (1,544) —  —  —  —  (1,544) 
Share-based compensationShare-based compensation —  —  117  —  —  —  117  
Cumulative effect of the adoption of ASU 2016-02Cumulative effect of the adoption of ASU 2016-02—  —  —  —  (256) —  —  (256) 
Deconsolidation of a variable interest entity
 
 
 
 
 
 (4) (4)Deconsolidation of a variable interest entity—  —  —  —  —  —  (2) (2) 
Distributions
 
 
 
 
 
 (32) (32)
Balance as of December 31, 2016(1)
329
 3
 
 10,220
 (3,323) (1,001) (50) 5,849
Share-based compensation2
 
 
 77
 
 
 
 77
Repurchases of common stock(14) 
 (891) 
 
 
 
 (891)
Net income
 
 
 
 1,259
 
 5
 1,264
Other comprehensive income, net of tax:               
Currency translation adjustment
 
 
 
 
 161
 
 161
Pension liability adjustment
 
 
 
 
 22
 
 22
Cash flow hedge adjustment
 
 
 
 
 13
 
 13
Other comprehensive income
 
 
 
 
 196
 
 196
Dividends
 
 
 
 (196) 
 
 (196)
Spin-offs of Park and HGV
 
 
 
 (4,335) 63
 49
 (4,223)
Cumulative effect of the adoption of ASU 2016-09
 
 
 1
 (1) 
 
 
Distributions
 
 
 
 
 
 (1) (1)
Balance as of December 31, 2017317
 $3
 $(891) $10,298
 $(6,596) $(742) $3
 $2,075
Balance as of December 31, 2019Balance as of December 31, 2019279  $ $(4,169) $10,489  $(5,965) $(840) $10  $(472) 
____________
(1)
Common stock and additional paid-in capital were adjusted to reflect the 1-for-3 reverse stock split that occurred on January 3, 2017. See Note 1: "Organization" for additional information.


See notes to consolidated financial statements.


71


HILTON WORLDWIDE HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 1: 1: Organization


Organization


Hilton Worldwide Holdings Inc. (the "Parent," or together with its subsidiaries, "Hilton," "we," "us," "our" or the
"Company"), a Delaware corporation, is one of the largest hospitality companies in the world and is engaged in managing, franchising, owning and leasing hotels and resorts including timeshare properties.and licensing its brands and intellectual property ("IP"). As of December 31, 2017,2019, we managed, franchised, owned or leased 5,236 hotel6,110 hotels and resortresorts, including timeshare properties, totaling 848,014971,780 rooms in 105119 countries and territories.

In March 2017, HNA Tourism Group Co., Ltd and certain affiliates (together, "HNA") acquired 82.5 million shares of Hilton common stock from affiliates of The Blackstone Group L.P. ("Blackstone"). As of December 31, 2017, HNA and Blackstone beneficially owned approximately 26.0 percent and 5.4 percent of our common stock, respectively.

Spin-offs


On January 3, 2017, we completed the spin-offs of a portfolio of hotels and resorts, as well as our timeshare business, into two independent, publicly traded companies: Park Hotels & Resorts Inc. ("Park") and Hilton Grand Vacations Inc. ("HGV"), respectively, (the "spin-offs"). See Note 3: "Discontinued Operations" for additional information.


Reverse Stock Split

On January 3, 2017, we completed a 1-for-3 reverse stock split of Hilton's outstanding common stock (the "Reverse Stock Split"). The authorized number of shares of common stock was reduced from 30,000,000,000 to 10,000,000,000, par value remained $0.01 per share and the authorized number of shares of preferred stock remained 3,000,000,000. Stockholders entitled to fractional shares as a result of the Reverse Stock Split received a cash payment in lieu of receiving fractional shares. All share and share-related information presented for periods prior to the Reverse Stock Split have been retrospectively adjusted to reflect the decreased number of shares resulting from the Reverse Stock Split. The retrospective adjustments resulted in the reclassification of $7 million from common stock to additional paid-in capital in the consolidated balance sheets and consolidated statements of stockholders’ equity for periods prior to the date of the Reverse Stock Split, as the par value was unchanged, but the number of outstanding shares was reduced.

Note 2: 2: Basis of Presentation and Summary of Significant Accounting Policies


Basis of Presentation


These consolidated financial statements present the consolidated financial position and the results of operations of Hilton as of December 31, 2019 and December 31, 2018 and results of operations for the years ended December 31, 2017, 20162019, 2018 and 2015 giving effect to the spin-offs, with the combined historical financial results of Park and HGV reflected as discontinued operations. Unless otherwise indicated, the information in the notes to the consolidated financial statements refer only to Hilton's continuing operations and do not include discussion of balances or activity of Park or HGV.2017.


Principles of Consolidation


TheOur consolidated financial statements include the accounts of Hilton, our wholly owned subsidiaries and entities in which we have a controlling financial interest, including variable interest entities ("VIEs") wherefor which we are the primary beneficiary. Entities in which we have a controlling financial interest generally comprise majority owned real estate ownership and management enterprises.


The determination of a controlling financial interest is based upon the terms of the governing agreements of the respective entities, including the evaluation of rights held by other ownership interests. If the entity is considered to be a VIE, we determineevaluate whether we are the primary beneficiary, and then consolidate those VIEs for which we have determined we are the primary beneficiary. If the entity in which we hold an interest does not meet the definition of a VIE, we evaluate whether we have a controlling financial interest through our voting interests in the entity. We consolidate entities other than VIEs when we own more than 50 percent of the voting shares of a company or otherwise have a controlling financial interest.




All material intercompany transactions and balances have been eliminated in consolidation. References in these financial statements to net income (loss) attributable to Hilton stockholders and Hilton stockholders' equity (deficit) do not include noncontrolling interests, which represent the outside ownership interests of our consolidated, non-wholly owned entities and are reported separately.

Reclassifications

Certain amounts in previously issued financial statements have been reclassified to conform to the presentation following the spin-offs, which includes the reclassification of the combined financial position and results of operations of Park and HGV as discontinued operations as of December 31, 2016 and for the years ended December 31, 2016 and 2015. Additionally, certain line items in the consolidated statements of operations have been revised to reflect the operating structure of Hilton subsequent to the spin-offs. The primary changes to the consolidated statements of operations are the disaggregation of management and franchise fee revenues and the combination of certain line items that were individually immaterial.


Use of Estimates


The preparation of financial statements in conformity with United States of America ("U.S."U.S") generally accepted accounting principles ("GAAP") requires management to make estimates and assumptions that affect the amounts reported and, accordingly, ultimate results could differ from those estimates.


Summary of Significant Accounting Policies


On January 1, 2019, we adopted the requirements of Accounting Standards Update ("ASU") No. 2016-02, Leases (Topic 842) ("ASU 2016-02") using a modified-retrospective approach. The presentation of financial information for periods prior to January 1, 2019 remains unchanged and in accordance with Leases (Topic 840). See "Leases" and "Recently Issued Accounting Pronouncements" below for additional information.

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Revenue Recognition


Revenues are primarily derived from management and franchise contracts with third-party hotel and resort owners, as well as from our owned and leased hotels. The majority of our performance obligations are a series of distinct goods or services, for which we receive variable consideration through our management and franchise fees or fixed consideration through our owned and leased hotels. We allocate the variable fees to the distinct services to which they relate applying the prescribed variable consideration allocation guidance, and we allocate fixed consideration to the related performance obligations based on their estimated standalone selling prices.

We do not adjust the promised amount of consideration for the effects of a significant financing component when we expect, at contract inception, that the period between our transfer of a promised good or service to a customer and when the customer pays for that good or service will be one year or less, which it is in substantially all cases. Additionally, we do not typically include extended payment terms in our contracts with customers.

Management and franchise revenues

We identified the following sourcesperformance obligations in connection with our management and franchise contracts:

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 and 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 generally recognized assatisfied 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.

Each of the identified performance obligations is considered to be a series of distinct services transferred over time. While the underlying activities may vary from day to day, the nature of the commitments are renderedthe same each day, and when collectibility is reasonably assured. Amounts received in advancethe property owner can independently benefit from each day's services. Management and franchise fees are typically based on the sales or usage of revenue recognition are deferred as liabilities.the underlying hotel, with the exception of fixed upfront fees, which usually represent an insignificant portion of the transaction price.


Franchise and licensing fees represent fees earned in connection with the licensing of one of our brands, usually under long-term contracts with the property owner, and may also include fees from a hotel owner. We charge a monthly franchise royalty fee,licensing agreement for the use of certain Hilton marks and IP, and include the following:

Royalty fees are generally based on a percentage of the hotel's monthly gross room revenue and, for our full service brands,in some cases, may also include a percentage of gross food and beverage revenues and other revenues, as applicable. Additionally, we receive one-time upfrontThese fees upon execution of certain franchise contracts, that consist of application,are typically billed and collected monthly, and revenue is generally recognized as services are provided.

Application, initiation and other fees for are charged when: (i) new hotels entering the system, whenenter our system; (ii) there is a change of ownership of a hotel; or (iii) contracts with properties already in ownershipour 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 a contract is extended. We also earn licenseall of its obligations under the contract.

Licensing fees from are earned from: (i) a license agreement with HGV to use certain Hilton marks and IP in its timeshare business, which are typically billed and collected monthly, and revenue is generally recognized at the same time the fees are billed and (ii) co-brand credit card arrangements, which are recognized as revenue when points for our guest loyalty program, Hilton Honors, are issued, generally as spend on the use of certain Hilton marks and intellectual property. We recognize franchise fee revenue as the fees are earned, which is when all material services or conditions have been performed or satisfied by us.co-branded credit card occurs; see further discussion below under "Hilton Honors."
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Consideration paid or anticipated to be paid 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 other managementManagement fees and incentive management fees represent fees earned from hotels that we manage, usually under long-term contracts with the property owner. Managementowner, and include the following:

Base management fees usually include a base fee, which is are generally based on a percentage of the hotel's monthly gross revenue. Base fees are typically billed and collected monthly, and revenue and an incentive fee, which is typicallygenerally recognized as services are provided.

Incentive management fees are generally based on a fixed or variable percentage of hotelthe hotel's operating profits and, in some cases, may be subject to a stated return threshold to the property owner, normally measured 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.

Consideration paid or anticipated to be paid 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.

We recognize basedo not estimate revenues expected to be recognized related to our unsatisfied performance obligations for our: (i) royalty fees, since they are considered sales-based royalty fees recognized as revenue when earnedhotel room sales occur in accordance withexchange for licenses of our brand names over the terms of the franchise contracts and (ii) base management agreement. Forfees and incentive management fees, since they are allocated entirely to the wholly unsatisfied promise to transfer management services, which form part of a single performance obligation in a series, over the term of the individual management contract.

Other revenues from managed and franchised properties represent amounts that are contractually reimbursed to us by property owners, either directly as costs are incurred or indirectly through fees billed and collected in advance related to certain costs and expenses of the related properties, and include the following:

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 brand programs and shared services, which are paid from program 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.

The management and franchise fees and reimbursements from third-party hotel owners are allocated to the performance obligations and the distinct services to which they relate using their estimated standalone selling prices. The terms of the fees earned under the contract relate to a specific outcome of providing the services (e.g., hotel room sales) or to Hilton's efforts (e.g., costs) to satisfy the performance obligations. Using time as the measure of progress, we recognize those amounts that would be due iffee revenue and indirect reimbursements in the period earned per the terms of the contract was terminatedand revenue related to direct reimbursements in the period in which the cost is incurred.

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Owned and leased hotel revenues

We identified the following performance obligations in connection with our owned and leased hotel revenues, for which revenue is recognized as the respective performance obligations are satisfied, which results in recognizing the amount we expect to be entitled to for providing the goods or services:

Cancellableroom 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 financial statement date.
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.

Owned and leased hotel revenues primarily consist of hotel room rentals,sales, revenue from accommodations sold in conjunction with other services (e.g., package reservations), food and beverage sales and other ancillary goods and services (e.g., parking) related to owned, leased and consolidated properties owned or leased by non-wholly owned entities. Revenues arehotel properties. Revenue is recognized when rooms are occupied or goods and services have been delivered or rendered, respectively.
Payment terms typically align with when the goods and services are provided. Owned and leased hotel revenues are reduced upon issuance of Hilton Honors points for Hilton Honors members' paid stay transactions and are recognized when Hilton Honors points are redeemed for a free stay at an owned or leased hotel (see the "Hilton Honors" section below for additional information).


Although the transaction prices of hotel room sales, goods and other services are generally fixed and based on the respective room reservation or other agreement, an estimate to reduce the transaction price is required if a discount is expected to be provided to the customer. For package reservations, the transaction price is allocated to the performance obligations within the package based on the estimated standalone selling prices of each component. On occasion, the hotel may also provide the customer with a substantive right to a free or discounted good or service in conjunction with a room reservation or banquet contract (e.g., free breakfast and free room night for every four nights booked). These substantive rights are considered separate performance obligations to which a portion of the transaction price is allocated based on the estimated standalone selling prices of the good or service, adjusted for the likelihood the hotel guest will exercise the right.

Other revenues

Other revenues include revenues generated by the incidental support of hotel operations for owned, leased, managed and franchised hotels, including purchasing operations, and other operating income. Purchasing revenues include any amounts received for vendor rebate arrangements that we participate in as a manager of hotel properties.
hotels.


Other revenues from managedTaxes and franchised properties represent contractual reimbursements to us by property owners for the payroll and related costs for properties that we manage where the property employees are legally our responsibility, as well as certain other operating costs of the managed and franchised properties’ operations, marketing expenses and other expenses associated with our brands and shared services that are paid from fees collected in advance from these properties when the costs are incurred. The corresponding expenses are presented as other
on behalf of governmental agencies


expenses from managed and franchised properties in our consolidated statements of operations, resulting in no effect on operating income (loss) or net income (loss).


We are required to collect certain taxes and fees from customers on behalf of governmentgovernmental agencies and remit these back to the applicable governmental agencies on a periodic basis. We have a legal obligation to act as a collection agent. We do not retain these taxes and fees and, therefore, they are not included in revenues.our measurement of transaction prices. We have elected to present revenue net of sales taxes and other similar taxes. We record a liability when the amounts are collected and relieve the liability when payments are made to the applicable taxing authority or other appropriate governmental agency.

Discontinued Operations

In determining whether a group of assets that is disposed (or to be disposed) should be presented as a discontinued operation, we analyze whether the group of assets being disposed represents a component of the Company; that is, whether it had historic operations and cash flows that were clearly distinguished, both operationally and for financial reporting purposes. In addition, we consider whether the disposal represents a strategic shift that has or will have a major effect on our operations and financial results. The results of discontinued operations, as well as any gain or loss on the disposal, if applicable, are aggregated and separately presented in our consolidated statements of operations, net of income taxes. The historical financial position of discontinued operations are aggregated and separately presented in our consolidated balance sheets.


Cash and Cash Equivalents


Cash and cash equivalents include all highly liquid investments with original maturities, when purchased, of three months or less.

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Restricted Cash and Cash Equivalents


Restricted cash and cash equivalents include cash balances established as security for certain guarantees, ground rent and property tax escrows, insurance, including self-insurance collateral, and furniture, fixtures and equipment replacement reserves required under certain lease agreements.


Allowance for Doubtful Accounts


An allowance for doubtful accounts is provided on accounts receivable when losses are probable based on historical collection activity and current business conditions.


Contract Assets

Contract assets relate to incentive management fees for which the period of service has passed, but for which our right to consideration is conditional upon completing the requirements of the incentive fee period. Contract assets are included in other current assets in our consolidated balance sheets and are reclassified to accounts receivable when our right to consideration becomes unconditional.

Goodwill


Goodwill represents the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. In connection with the October 24, 2007 transaction whereby we became a wholly owned subsidiary of affiliates of The Blackstone Group Inc. (formerly known as The Blackstone Group L.P.) ("Blackstone") (the "Merger"), we recorded goodwill representing the excess purchase price over the fair value of the other identified assets and liabilities.

We do not amortize goodwill, but rather evaluate goodwill for potential impairment on an annual basis or at other times during the year if events or circumstances indicate that it is more likely than not that the fair value of a reporting unit is below the carrying amount.

In connection with the October 24, 2007 transaction whereby we became a wholly owned subsidiary of an affiliate of Blackstone (the "Merger"), we recorded goodwill representing the excess purchase price over the fair value of the other identified assets and liabilities.value. We evaluate goodwill for potential impairment by comparing the carrying valuevalues of our reporting units to their fair value.values. Our reporting units are the same as our operating segments as described in Note 19:18: "Business Segments." We perform this evaluation annually or at an interim date if indicators of impairment exist. In any year we may elect to perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is in excess ofless than its carrying value. If we cannot determine qualitatively that the fair value is in excess of thenot more likely than not less than its carrying value, or if we decide to bypass the qualitative assessment, we perform a quantitative analysis. The quantitative analysis is used to identify both the existence of impairment and the amount of the impairment loss by comparing the estimated fair value of a reporting unit withto its carrying value, including goodwill. The estimated fair value is based on internal projections of expected future cash flows and operating plans, as well as market conditions relative to the operations of our reporting units. If the estimated fair value of the reporting unit exceeds its carrying value, goodwill of the reporting unit is not impaired; otherwise, an impairment loss iswould be recognized withinin other expenses in our consolidated statements of operations in an amount equal to thatthe excess of the carrying value over the fair value, limited to the total amount of goodwill allocated to that reporting unit.




Brands


We manage, franchise, own lease, manage and franchiselease hotels under our portfolio of brands. There are no legal, regulatory, contractual, competitive, economic or other factors that limit the useful lives of these brands and, accordingly, the useful lives of these brands are considered to be indefinite. AsAt the time of December 31, 2017,the Merger, our brand portfolio included Hilton Hotels & Resorts,consisted of Waldorf Astoria Hotels & Resorts, Conrad Hotels & Resorts, Canopy by Hilton Curio - A Collection by Hilton,Hotels & Resorts, DoubleTree by Hilton, Tapestry Collection by Hilton, Embassy Suites by Hilton, Hilton Garden Inn, Hampton by Hilton, Tru by Hilton, Homewood Suites by Hilton, Home2 Suites by Hilton and our timeshare brand, Hilton Grand Vacations.

At the time As a result of the Merger, ourthese brands were assigned a fair value based on a common valuation technique known asusing the relief from royalty approach.valuation approach or the excess earnings method, depending on the contract type. All brands that were launched post-Merger, including LXR Hotels & Resorts, Canopy by Hilton, Signia by Hilton, Curio - A Collection by Hilton, Tapestry Collection by Hilton, Motto by Hilton, Tru by Hilton, and Home2 Suites by Hilton were launched post-Merger and, as such, theyour newest brand, Tempo by Hilton, were not assigned fair values and we do not have any intangible assets for these brands recorded in our consolidated balances sheets. We evaluate our indefinite lived brands intangible assets for impairment on an annual basis or at other times during the year if events or circumstances indicate thatindicators of impairment exist. In any year we may elect to perform a qualitative assessment to determine whether it is more likely than not that the fair value of the brand intangible asset is below theless than its carrying value. If we cannot determine qualitatively that the fair value is in excess of thenot more likely than not less than its carrying value, or if we decide to bypass the qualitative assessment, we perform a quantitative analysis. The estimated fair value is based on internal projections of expected future cash flows. If a brand’sbrand intangible asset’s estimated current fair value is less
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than its respective carrying value, the excess of the carrying value over the estimated fair value is recognized in other expenses in our consolidated statements of operations withinas an impairment loss.


Intangible Assets with Finite Useful Lives


We have certain finite livedfinite-lived intangible assets that were initially recorded at their fair value at the time of the Merger. These intangible assets consist of management contracts, franchise contracts, leases, certain proprietary technologies and our Hilton Honors guest loyalty program, Hilton Honors.program. Additionally, we capitalize direct and incrementalconsideration paid to incentivize hotel owners to enter into management and franchise contracts with us as contract acquisition costs includingand the incremental costs to obtain or fulfill the contracts as development commissions and other, both of which are generally fixed. We also capitalize costs incurred to develop internal-use computer software and costs to acquire software licenses, as finite lived intangible assets. well as internal and external costs incurred in connection with the development of upgrades or enhancements that result in additional information technology functionality.

Intangible assets with finite useful lives are amortized using the straight-line method over their respective estimated useful lives, which for contract acquisition costs and development commissions is the contract term, including any renewal periods that are at our sole option. These estimated useful lives are generally as follows: management contracts recorded at the Merger (13 to 16 years),; management contract acquisition costs and development commissions (20 to 30 years),; franchise contracts recorded at the Merger (12 to 13 years),; franchise contract acquisition costs and development commissions (10 to 20 years),; leases (12 to 35 years),; Hilton Honors (16 years); and capitalized software development costs (3 years).

We capitalize In our consolidated statements of operations, the amortization of these intangible assets, excluding contract acquisition costs, is included in depreciation and amortization expense, and the amortization of contract acquisition costs is recognized as a reduction to franchise and licensing fees and base and other management fees, depending on the contract type. Costs incurred prior to develop internal-use computer software and costs to acquire software licenses. Internal andthe acquisition of a contract, such as external costs incurred in connection with development of upgrades or enhancements that result in additional information technology functionality are also capitalized. These capitalizedlegal costs, are amortized on a straight-line basis over the estimated useful life of the software. These capitalized costs are recordedexpensed as incurred and included in other intangible assetsgeneral and administrative expenses in our consolidated balance sheets.statements of operations. Cash flows for contract acquisition costs and development commissions are included as operating activities in our consolidated statements of cash flows, and cash flows for capitalized software costs are included as investing activities.


We review all finite livedfinite-lived intangible assets for impairment when circumstances indicate that theirindicators of impairment exist. We perform an analysis to determine the recoverability of the asset group carrying values may not be recoverable.value by comparing the expected undiscounted future cash flows to the net carrying value of the asset group. If the carrying value of anthe asset group is not recoverable, we recognize an impairment loss for the excess carrying value over the estimated fair value in other expenses our consolidated statements of operations.


Property and Equipment


Property and equipment are recorded at cost. Costs of improvements that extend the economic life or improve service potential are also capitalized. Capitalized costs are depreciated over their estimated useful lives. Costs for normal repairs and maintenance are expensed as incurred.


Depreciation is recorded using the straight-line method over the assets’ estimated useful lives, which are generally as follows: buildings and improvements (8 to 40 years), furniture and equipment (3 to 8 years) and computer equipment (3 to 5 years). Leasehold improvements are depreciated over the shorter of the estimated useful life, based on the estimates above, or the lease term.


We evaluate the carrying value of our property and equipment if there are indicators of potential impairment. We perform an analysis to determine the recoverability of the asset group carrying value by comparing the expected undiscounted future cash flows to the net bookcarrying value of the asset group. If it is determined that the expected undiscounted future cash flows are less than the net bookcarrying value of the asset group, the excess of the net bookcarrying value over the estimated fair value is recordedrecognized as an impairment loss in other expenses in our consolidated statements of operations within impairment loss. Fair value is generally estimated using valuation techniques that consider the discounted cash flows of the asset group using discount and capitalization rates deemed reasonable for the type of assets, as well as prevailing market conditions, appraisals, recent similar transactions in the market and, if appropriate and available, current estimated net sales proceeds from pending offers.operations.




If sufficient information exists to reasonably estimate the fair value of a conditional asset retirement obligation, including environmental remediation liabilities, we recognize the fair value of the obligation when the obligation is incurred, which is generally upon acquisition, construction or development or through the normal operation of the asset.


Leases

We determine if a contract is or contains a lease at the inception of the contract, and we classify that lease as a finance lease if it meets certain criteria or as an operating lease when it does not. We reassess if a contract is or contains a leasing
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arrangement upon modification of the contract. For a contract, in which we are a lessee, that contains fixed payments for both lease and non-lease components, we have elected to account for the components as a single lease component, as permitted.

At the commencement date of a lease, we recognize a lease liability for future fixed lease payments and a right-of-use ("ROU") asset representing our right to use the underlying asset during the lease term. The lease liability is initially measured as the present value of the future fixed lease payments that will be made over the lease term. The lease term includes lessee options to extend the lease and periods occurring after a lessee early termination option, only to the extent it is reasonably certain that we will exercise such extension options and not exercise such early termination options, respectively. The future fixed lease payments are discounted using the rate implicit in the lease, if available, or our incremental borrowing rate. Upon adoption of ASU 2016-02, we elected to use the remaining lease term as of January 1, 2019 in our estimation of the applicable discount rate for leases that were in place at adoption. For the initial measurement of the lease liability for leases commencing after January 1, 2019, we use the discount rate as of the commencement date of the lease, incorporating the entire lease term. Additionally, we elected not to recognize leases with lease terms of 12 months or less at the commencement date in our consolidated balance sheets. Current maturities and long-term portions of operating lease liabilities are classified as accounts payable, accrued expenses and other and operating lease liabilities, respectively, and current maturities and long-term portions of finance lease liabilities are classified as current maturities of long-term debt and long-term debt, respectively, in our consolidated balance sheets.

The ROU asset is measured at the amount of the lease liability with adjustments, if applicable, for lease prepayments made prior to or at lease commencement, initial direct costs incurred by us, deferred rent and lease incentives. We evaluate the carrying value of ROU assets if there are indicators of impairment and review the recoverability of the related asset group. If the carrying value of the asset group is determined to not be recoverable and is in excess of the estimated fair value, we record an impairment loss in other expenses in our consolidated statements of operations. ROU assets of operating leases are included in operating lease right-of-use assets and ROU assets of finance leases are included in property and equipment, net in our consolidated balance sheets.

Our operating leases require: (i) fixed lease payments, or minimum payments, as contractually stated in the lease agreement; (ii) variable lease payments, which, for our hotels, are generally based on a percentage of the underlying asset's revenues or profits, or are dependent on changes in an index; or (iii) lease payments equal to the greater of the fixed or variable lease payments. In addition, during the term of our hotel leases, we may be required to pay some, or all, of the capital costs for furniture, equipment and leasehold improvements in the hotel property. For operating leases, lease expense relating to fixed payments is recognized on a straight-line basis over the lease term, and lease expense related to variable payments is expensed as incurred, with amounts recognized in owned and leased hotel expenses, general and administrative expenses and other expenses from managed and franchised properties in our consolidated statements of operations. For finance leases, the amortization of the asset is recognized over the shorter of the lease term or useful life of the underlying asset within depreciation and amortization expense and other expenses from managed and franchised properties in our consolidated statements of operations. The interest expense related to finance leases, including any variable lease payments, is recognized in interest expense in our consolidated statements of operations.

Contract Liabilities

Contract liabilities relate to: (i) advance consideration received from hotel owners at contract inception for services considered to be part of the contract's performance obligations, such as application, initiation and other fees; (ii) advance consideration received for certain indirect reimbursements, such as system implementation fees; and (iii) amounts received when points are issued under Hilton Honors, but for which revenue is not yet recognized, since the related points are not yet redeemed. Contract liabilities related to advance consideration received for fees and certain indirect reimbursements are recognized as revenue over the term of the related contract. Contract liabilities related to amounts received for Hilton Honors are recognized as revenue when the points are redeemed for a free good or service by the Hilton Honors member, which, on average, occurs within two years of points issuance. Contract liabilities are included in deferred revenues in our consolidated balance sheets.

Hilton Honors


Hilton Honors is aour guest loyalty and marketing program provided to hotelsour hotel and resort properties. Nearly all of our managed, franchised, owned leased, managed and franchised hotels and resortleased properties participate in the Hilton Honors program. Hilton Honors members earn points based on their spending at our participating properties and through participation in affiliated partner programs. When points are earned by Hilton Honors members, they are provided with a substantive right to free or discounted goods or services in the property or affiliated partner paysfuture upon accumulation of the required level of Hilton Honors based on an estimated cost per point for the estimated cost of award redemptions, as well as the costs of operating the program, which include marketing, promotion, communication and administrative expenses. Hilton Honors member points are accumulated andpoints. Points may be redeemed for the right to stay at participating
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properties, as well as for other goods and services from third parties, including, but not limited to, airlines, car rentals, cruises, vacation packages, shopping and dining.


We recordAs points are issued to a liabilityHilton Honors member, the property or program partner pays Hilton Honors based on an estimated cost per point for the costs of operating the program, which include marketing, promotion, communication and administrative expenses, as well as the estimated cost of award redemptions. When these payments are received from participating hotels and program partners in an amountwe record amounts equal to the estimated cost per point of the future redemption obligation.obligation within liability for guest loyalty program and any amounts received in excess of the estimated cost per point within deferred revenues in our consolidated balance sheets. For the Hilton Honors fees that are charged to the participating properties, we allocate such fees to the substantive right created by the Hilton Honors points that are issued using the variable consideration allocation guidance, since the fees are directly related to the issuance of Hilton Honors points to the Hilton Honors member and Hilton's efforts to satisfy the future redemption of those Hilton Honors points. We engage outside actuaries to assist in determining the fair value of the future award redemption obligation using statistical formulas that project future point redemptions based on factors that include historical experience, an estimate of "breakage" (pointspoints that will nevereventually be redeemed),redeemed, which includes an estimate of the"breakage" for points that will eventuallynever be redeemed, and the cost of reimbursing hotelsproperties and other third parties inwith respect to other redemption opportunities available to Hilton Honors members. Revenue is recognized by participating hotelsWhen points are issued as a result of a stay at an owned or leased hotel, we recognize a reduction in owned and resorts only when points that have been redeemedleased hotel revenues, since we are also the program sponsor.

The transaction prices for hotel stay certificates are used by members or their designees at the respective properties. Additionally, when members of the Hilton Honors loyalty programpoints issued are reduced by the expected payments to the third parties that will provide the free or discounted room or service using the actuarial projection of the cost per point. The remaining transaction price is then further allocated to the points that are expected to be redeemed, adjusting the points that are issued for estimated breakage, and recognized when those points are redeemed. While the points are outstanding, both the estimate of the expected payments to third parties (cost per point) and the estimated breakage are reevaluated, and the combined estimate that yields the amount of revenue recognized when each point is ultimately redeemed is adjusted so that the final amount allocated to the substantive right of the customer to use the point is reflective of the amount retained by Hilton Honors for providing the free or discounted goods and services, net of the payments to third parties and points not redeemed.

We also earn licensing fees from co-brand credit card arrangements (see "Management and franchise revenues" within the "Revenue Recognition" section above). The co-brand license fee is allocated between two performance obligations based on their estimated standalone selling prices: (i) an IP license using the relief-from-royalty valuation method and (ii) substantive rights for free or discounted goods or services to the credit card customers using a cost plus method based on an evaluation of other third-party administrators.

We satisfy our performance obligation related to points issued under Hilton Honors when points are redeemed for a free or discounted good or service by the Hilton Honors member, and we satisfy our remaining performance obligations over time as the customer simultaneously receives and consumes the benefits of the goods or services provided. Hilton Honors reimburses participating properties and applicable third parties when points are redeemed by members, at which time the redemption obligation is reduced and the related deferred revenue is recognized in other revenues from managed and franchised properties in our consolidated statements of operations. Additionally, when Hilton Honors members redeem award certificates at our owned and leased hotels, we recognize room revenue, included in owned and leased hotel revenues in our consolidated statements of operations.


Fair Value Measurements - Valuation Hierarchy


Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date (i.e., an exit price). We use the three-level valuation hierarchy for classification of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. Inputs refer broadly to the assumptions that market participants would use in pricing an asset or liability. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from independent sources. Unobservable inputs are inputs that reflect our own assumptions about the data market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The three-tier hierarchy of inputs is summarized below:


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.


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Level 3 - Valuation is based upon other unobservable inputs that are significant to the fair value measurement.


The classification of assets and liabilities within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement in its entirety. Proper classification of fair value measurements within the valuation hierarchy is considered each reporting period. The use of different market assumptions or estimation methods may have a material effect on the estimated fair value amounts.


We do not elect the fair value measurement option for any of our financial assets or liabilities.

Derivative Instruments


We use derivative instruments as part of our overall strategy to manage our exposure to market risks associated with fluctuations in interest rates and foreign currency exchange rates. We regularly monitor the financial stability and credit standing of the counterparties to our derivative instruments. We do not enter into derivative financial instruments for trading or speculative purposes.


We record all derivatives at fair value. On the date the derivative contract is entered into, we may designate the derivative as one of the following: (i) a hedge of a forecasted transaction or the variability of cash flows to be paid ("cash flow hedge"),; (ii) a hedge of the fair value of a recognized asset or liability ("fair value hedge") or (iii) a hedge of our investment in a foreign operation


(" ("net investment hedge"). Changes in the fair value of a derivative that is qualified designated and highly effectivedesignated as a cash flow hedge or net investment hedge are recorded in other comprehensive income (loss) in theour consolidated statements of comprehensive income (loss) until they are reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Changes in the fair value of a derivative that is qualified designated and highly effectivedesignated as a fair value hedge, along with the gain or loss on the hedged asset or liability that is attributable to the hedged risk, are recorded in current period earnings. If we do not specifically designate a derivative as one of the above, changes in the fair value of the undesignated derivative instrument are reported in current period earnings. Likewise, the ineffective portion of designated derivative instruments is reported in current period earnings. Cash flows from designated derivative financial instruments are classified within the same category as the item being hedged in the consolidated statements of cash flows, while cash flows from undesignated derivative financial instruments are included as an investing activity.


If we determine that we qualify for and will designate a derivative as a hedging instrument, at the designation date we formally document all relationships between hedging activities, including the risk management objective and strategy for undertaking various hedge transactions. This process includes matching all derivatives that are designated as cash flow hedges to specific forecasted transactions, linking all derivatives designated as fair value hedges to specific assets and liabilities in the consolidated balance sheets and determining the foreign currency exposure of the net investment of the foreign operation for a net investment hedge.


We perform an initial prospective assessment of hedge effectiveness on a quantitative basis between the inception date and the earlier of the first quarterly hedge effectiveness date or the issuance of the financial statements that include the hedged transaction. On a quarterly basis, we assess the effectiveness of our designated hedges in offsetting the variability in the cash flows or fair values of the hedged assets or obligations using the Hypothetical Derivative Method. This method compares the cumulative change in fair value of each hedging instrument to the cumulative change in fair value of a hypothetical hedging instrument, which has terms that identically match the critical terms of the respective hedged transactions. Thus, the hypothetical hedging instrument is presumed to perfectly offset the hedged cash flows. Ineffectiveness results when the cumulative change in the fair value of the hedging instrument exceeds the cumulative change in the fair value of the hypothetical hedging instrument. We discontinue hedge accounting prospectively when the derivative is no longer highly effective as a hedge, the underlying hedged transaction is no longer probable or the hedging instrument expires, is sold, terminated or exercised.


Currency Translation


The United StatesU.S. dollar ("USD") is our reporting currency and is the functional currency of our consolidated and unconsolidated entities operating in the U.S. The functional currency for our consolidated and unconsolidated entities operating outside of the U.S. is the currency of the primary economic environment in which the respective entity operates. Assets and liabilities measured in foreign currencies are translated into USD at the prevailing exchange rates in effect as of the financial statement date and the related gains and losses, net of applicable deferred income taxes, are reflected in accumulated other comprehensive income (loss) in our consolidated balance sheets. Income and expense accounts are translated at the average foreign currency exchange rate for the period. Gains and losses from foreign currency exchange rate changes related to transactions denominated in a currency other than an entity's functional currency or intercompany receivables and payables denominated in a currency other than an entity’s functional currency that are not of a long-term investment nature are recognized aswithin gain (loss) on foreign currency transactions in our consolidated statements of
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operations. Where certain specific evidence indicates intercompany receivables and payables will not be settled in the foreseeable future and are of a long-term nature, gains and losses from foreign currency exchange rate changes are recognized aswithin other comprehensive income (loss) in our consolidated statements of comprehensive income (loss).income.


Insurance


We are self-insured for losses up to our third-party insurance deductibles for general liability, auto liability and workers' compensation at our owned, leased and managed properties that participate in our insurance programs. We purchase insurance coverage for claim amounts that exceed our deductible obligations. In addition, through our captive insurance subsidiary, we participate in reinsurance arrangements that provide coverage for a certain portion of our deductibles and/or acts as a financial intermediary for claim payments on our self-insurance program, along with property and casualty insurance for certain international hotels that are reinsured by other third parties. These obligations and reinsurance arrangements can cause timing differences in the recognition of assets, liabilities, gains and losses between reporting periods, although we expect these amounts to ultimately offset when the related claims are settled. Our insurance reserves are accrued based on our deductibles related to the estimated ultimate cost of claims that occurred during the covered period, which includes claims incurred but not reported, for which we will be responsible. These estimates are prepared with the assistance of outside actuaries and consultants. The ultimate cost of claims for a covered period may differ from our original estimates.




Share-based Compensation


As part of our 2013 andthe Hilton 2017 Omnibus Incentive Plans,Plan, we award time-vesting restricted stock units and restricted stock ("RSUs"(collectively, "RSUs"), nonqualified stock options ("options") and performance-vesting restricted stock units and restricted stock (collectively, "performanceRSUs ("performance shares") to our eligible employees and deferred share units ("DSUs") to members of our board of directors.employees:


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.
date of grant.


Options vest over three years from the date of grant in equal annual installments from the grant date and terminate 10 years from the date of grant or earlier if the individual’s service terminates under certain circumstances. The exercise price is equal to the closing stock price of the Company’s common stock on the date of grant. 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-yearthree-year performance period withwith: (i) 50 percent of the sharesawards subject to achievement based on a measurethe compound annual growth rate ("CAGR") of the Company’s AdjustedCompany's earnings before interest expense, a provision for income taxes and depreciation and amortization ("EBITDA") compound annual growth rate, adjusted to exclude certain items ("CAGR"Adjusted EBITDA") (", referred to as EBITDA CAGR")CAGR, and the other(ii) 50 percent of the sharesawards subject to achievement based on the Company’s free cash flow ("FCF") per share CAGR, ("referred to as FCF CAGR").CAGR. The total number of performance shares that vest related to each performance measure is based on an achievement factor that in both cases, ranges from a zero0 percent to a 200 percent payout.payout, with 100 percent being the target. The grant date fair value for these awardsper share is equal to the closing stock price on the grant date.
date of grant.

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 is equal to the closing stock price on the grant date.


We recognize these share-based payment transactions when services from the employees are received and recognize either a corresponding increase in additional paid-in capital or accounts payable, accrued expenses and other in our consolidated balance sheets, depending on whether the instruments granted satisfy the equity or liability classification criteria.criteria, respectively. The measurement objective for these equity awards is the estimated fair value at the date of grant date of the equity instruments that we are obligated to issue when employees have rendered the requisite service and satisfied any other conditions necessary to earn the right to benefit from the instruments. The compensation expense for an award classified as an equity instrument is recognized ratably over the requisite service period. The requisite service period, which is the period during which an employee is required to provide service in exchange for an award. Liability awards are measured based on the award’s fair value and the fair value is remeasured at each reporting date until the date of settlement. Compensation expense for each period until settlement is based on the change (or a portion of the change, depending on the percentage of the requisite service that has been rendered atas of the reporting date) in the fair value of the instrument for each reporting period.period for such liability awards. Compensation expense for awards with performance conditions is recognized over the requisite service period if it is probable that the performance condition will be satisfied. If such performance conditions are not considered probable until they occur, no compensation expense for these awards is recognized. Additionally, we have a retirement provision whereby we recognize total compensation expense of the awards for eligible participants through the date their awards are fully vested. We recognize share-based

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compensation expense in owned and leased hotel expenses, general and administrative expenses or other expenses from managed and franchised properties in our consolidated statements of operations.

Income Taxes


We account for income taxes using the asset and liability method. The objectives of accounting for income taxes are to recognize the amount of taxes payable or refundable for the current year and to recognize the deferred tax assets and liabilities that relate to tax consequences in future years, which result from differences between the respective tax basis of assets and liabilities and their financial reporting amounts and tax attribute carryforwards. Deferred tax assets and liabilities are measured using the enacted tax rates in effect for the year in which the respective temporary differences or operating loss or tax credit carryforwards are expected to be recovered or settled. The realization of deferred tax assets and tax loss and tax credit carryforwards is contingent upon the generation of future taxable income and other restrictions that may exist under the tax laws of the jurisdiction in which a deferred tax asset exists. Valuation allowances are provided to reduce such deferred tax assets to amounts more likely than not to be ultimately realized.


OnIn December 22, 2017, H.R.1, known as the Tax Cuts and Jobs Act of 2017 (the "TCJ Act"), was signed into law and includesincluded widespread changes to the Internal Revenue Code including, among other items, a reduction to the federal corporate tax rate to 21 percent, a one-time transition tax on earnings of certain foreign subsidiaries that were previously deferred and the


creation of new taxes on certain foreign earnings. As of December 31, 2017, we had not completed ourThe TCJ Act subjects a U.S. stockholder to current tax on global intangible low-taxed income ("GILTI") earned by certain foreign subsidiaries. In addition, the TCJ Act provides for foreign derived intangible income ("FDII") to be taxed at a lower effective rate than the statutory rate by allowing a tax deduction against the income. Interpretive guidance on the accounting for GILTI states that an entity can make an accounting policy election to either recognize deferred taxes for temporary basis differences expected to reverse as GILTI in future years or provide for the tax effectsexpense related to GILTI in the year the tax is incurred as a period expense only. We have elected to recognize the current tax on GILTI as an expense in the period the tax is incurred. We include the current tax impact of enactment of the TCJ Act; however, where possible, we made a reasonable estimate of the effects on our existing deferred tax balancesboth GILTI and the one-time transition tax. In other cases, we were not able to make a reasonable estimate and continued to accountFDII deduction in our effective tax rate. See Note 13: "Income Taxes" for those items basedadditional information on the provisions of the tax laws that were in effect immediately prior to enactment. We will update our estimates and finalize our measurement of the resulteffects of the TCJ Act over a one-year measurement period, to be completed in or before December 2018.on our consolidated financial statements.


We use a prescribed recognition threshold for the financial statement recognition and measurement of a tax position taken in a tax return. For all income tax positions, we first determine whether it is "more-likely-than-not" that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. If it is determined that a position meets the more-likely-than-not recognition threshold, the benefit recognized in the financial statements is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon settlement.


Recently Issued Accounting Pronouncements


Adopted Accounting Standards


In January 2017,August 2018, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU")ASU No. 2017-042018-15 ("ASU 2017-04"2018-15"), Intangibles - Goodwill and Other (Topic 350)– Internal-use Software (Subtopic 350-40): Simplifying the TestCustomer's Accounting for Goodwill Impairment. Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. This ASU simplifiesaligns guidance for capitalizing implementation costs incurred in a cloud computing arrangement that is a service contract with guidance for capitalizing implementation costs to develop or obtain internal-use software. Capitalized implementation costs will be amortized over the subsequent measurementterm of goodwill by removing Step 2 from the goodwill impairment test.arrangement and presented in the same line item in the statement of operations as the fees associated with the service contract. We elected, as permitted by the standard, to early adopt ASU 2017-042018-15 on a prospective basis as of January 1, 2017.2019. The adoption did not have a material effect on our consolidated financial statements.


In March 2016, the FASB issued ASU No. 2016-09 ("ASU 2016-09"), Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. This ASU is intended to simplify several aspects of the accounting for share-based payment transactions, including the accounting for income taxes, forfeitures and statutory withholding requirements, as well as to clarify the classification in the statement of cash flows. We adopted ASU 2016-09 as of January 1, 2017. One of the provisions of this ASU requires entities to make an accounting policy election with respect to forfeitures of share-based payment awards, and we elected to account for forfeitures as they occur and adopted this provision of ASU 2016-09 using a modified retrospective approach by recording a cumulative-effect adjustment to equity as of January 1, 2017 of approximately $1 million. Additionally, we have applied the provisions of this ASU on a retrospective basis in our consolidated statements of cash flows, which includes presenting: (i) excess tax benefits as an operating activity, which were previously presented as a financing activity; and (ii) cash payments to tax authorities for employee taxes when shares are withheld to meet statutory withholding requirements as a financing activity, which were previously presented as an operating activity.

Accounting Standards Not Yet Adopted

In February 2016, the FASB issued ASU No. 2016-02 ("ASU 2016-02"),Leases (Topic 842), which supersedes existing guidance on accounting for leases in Leases (Topic 840) and generally requires all leases, including operating leases, to be recognized in the statement of financial position of lessees as right-of-useROU assets and lease liabilities, with certain practical expedients available. Subsequent to ASU 2016-02, the FASB issued related ASUs, including ASU No. 2018-11 ("ASU 2018-11"), Leases (Topic 842): Targeted Improvements, which provides for another transition method in addition to the modified retrospective approach required by lessees.ASU 2016-02. This option allows entities to initially apply the new leases standard at the adoption date and recognize a cumulative adjustment to the opening balance of retained earnings in the period of adoption.

As described above, we adopted ASU 2016-02 on January 1, 2019 and applied the package of practical expedients included therein, as well as utilized the transition method included in ASU 2018-11. By applying ASU 2016-02 at the adoption date, as opposed to at the beginning of the earliest period presented, the presentation of financial information for periods prior to January 1, 2019 remain unchanged and in accordance with Leases (Topic 840). On January 1, 2019, we recognized a $256
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million cumulative adjustment to accumulated deficit, net of taxes of $81 million related to a decrease to our deferred tax liability, as a result of the impairment of ROU assets that occurred in periods prior to the adoption date.

Accounting Standards Not Yet Adopted

In June 2016, the FASB issued ASU No. 2016-13 ("ASU 2016-13"), Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This ASU significantly changes how entities will account for credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The provisions of this ASU, 2016-02and subsequent ASUs that were issued to clarify its application, are effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years, and are to be applied using a modified retrospectiveprospective approach and are effective for reporting periods beginning after December 15, 2018; early adoption is permitted.with a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. We intend towill adopt the standardASU 2016-13 on January 1, 20192020. The presentation of credit losses for periods prior to January 1, 2020 will remain unchanged and applyin accordance with Receivables (Topic 310). We do not expect the packageadoption of practical expedients available to us upon adoption. We are continuing to evaluate the effect that this ASU will have on our consolidated financial statements, but we expect this ASUor its application in future periods to have a material effect on our consolidated balance sheet.financial statements.


In May 2014, the FASB issued ASU No. 2014-09 ("ASU 2014-09"), Revenue from Contracts with Customers (Topic 606). This ASU supersedes the revenue recognition requirements in Revenue Recognition (Topic 605) and requires entities to recognize revenue when a customer obtains control of promised goods or services and in an amount that reflects the consideration the entity expects to receive in exchange for those goods or services. Subsequent to ASU 2014-09, the FASB issued several related ASUs to clarify the application of the new revenue recognition standard, collectively referred to herein as ASU 2014-09. ASU 2014-09 permits two transition approaches: full retrospective and modified retrospective. We will adopt ASU 2014-09 on January 1, 2018 using the full retrospective approach. In preparation for adoption, we have implemented internal controls and key system functionality to enable the preparation of the necessary financial information and have reached conclusions on key accounting assessments.



The primary anticipated effects of the provisions of ASU 2014-09 on revenues for the year ended December 31, 2017 are as follows:

Application, initiation and other fees, charged when (i) new hotels enter our system; (ii) there is a change of ownership; or (iii) contracts are extended, will be recognized over the term of the franchise contract, rather than upon execution of the contract. This change is expected to reduce franchise fees by $56 million.

Certain contract acquisition costs related to our management and franchise contracts will be recognized over the term of the contracts as a reduction to revenue, instead of as amortization expense. This change is expected to reduce franchise fees and base and other management fees by $5 million and $9 million, respectively, which will accordingly reduce depreciation and amortization by $14 million, with no effect on the Company's net income (loss).

Incentive management fees will be 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 will not affect the Company's net income (loss) for any full year period.

Revenue related to our Hilton Honors guest loyalty program will be 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, since we are also the sponsor of the loyalty program, points issued at owned and leased hotels will be accounted for as a reduction of revenue from owned and leased hotels, as opposed to expenses of owned and leased hotels. These changes are expected to reduce total revenues by $1,009 million, with a corresponding reduction to total expenses of $818 million, primarily reducing other revenues and expenses from managed and franchised properties and an expected offsetting reduction of revenues and expenses from owned and leased hotels of $18 million.

Reimbursable fees related to our management and franchise contracts will be recognized as they are billed, as opposed to when we incur the related expenses. This change is expected to increase other revenues from managed and franchised properties by $73 million, but could increase or reduce these revenues in other periods.

Revenue recognition related to our accounting for ongoing royalty and management fee revenues, direct reimbursable fees from our management and franchise contracts and hotel guest transactions at our owned and leased hotels will otherwise remain substantially unchanged.

Note 3: Discontinued OperationsDisposal

On January 3, 2017, we completed the spin-offs of Park and HGV via a pro rata distribution to each of Hilton's stockholders of record, as of close of business on December 15, 2016, of 100 percent of the outstanding common stock of each of Park and HGV (the "Distribution"). Each Hilton stockholder received one share of Park common stock for every five shares of Hilton common stock and one share of HGV common stock for every ten shares of Hilton common stock. Following the spin-offs, Hilton did not retain any ownership interest in Park or HGV. Both Park and HGV have their common stock listed on the New York Stock Exchange under the symbols "PK" and "HGV," respectively.


In connection with the spin-offs, on January 2, 2017, Hilton entered into several agreements with Park and HGV that govern Hilton’s relationship with them following the Distribution, including: (i) a Distribution Agreement; (ii) an Employee Matters Agreement; (iii) a Tax Matters Agreement; (iv) a Transition Services Agreement ("TSA"); (v) a License Agreement with HGV; (vi) a Tax Stockholders Agreement; and (vii) management and franchise contracts with Park.

Under the TSA with Park and HGV, Hilton or one of its affiliates provides Park and HGV certain services for a period of up to two years from the date of the TSA to facilitate an orderly transition following the Distribution. The services that Hilton agreed to provide under the TSA include: finance; information technology; human resources and compensation; facilities; legal and compliance; and other services. The entity providing the services is compensated for any such services at agreed amounts as set forth in the TSA.

The License Agreement with HGV granted HGV the exclusive right, for an initial term of 100 years, to use certain Hilton marks and intellectual property in its timeshare business, subject to the terms and conditions of the agreement. HGV pays a royalty fee of five percent of gross revenues, as defined in the agreement, to Hilton quarterly in arrears, as well as specified additional fees and reimbursements. Additionally, during the term of the License Agreement, HGV will participate in Hilton’s guest loyalty program, Hilton Honors.



Under the management and franchise contracts with Park, Park pays agreed upon fees for various services that Hilton provides to support the operations of their hotels, as well as royalty fees for the licensing of Hilton's hotel brands. The terms of the management contracts generally include a base management fee, calculated as three percent of gross hotel revenues or receipts, and an incentive management fee, calculated as six percent of a specified measure of hotel earnings as determined in accordance with the applicable management contract. Additionally, payroll and related costs, certain other operating costs, marketing expenses and other expenses associated with Hilton's brands and shared services are directly reimbursed to Hilton by Park pursuant to the terms of the management and franchise contracts.

Financial Information

During the year ended December 31, 2017, we recognized $157 million of management and franchise fees and $1,197 million of other revenues from managed and franchised properties under our management and franchise contracts with Park. We also recognized $87 million of franchise fees under our License Agreement with HGV.

Prior to the spin-offs, the results of Park were reported in our ownership segment and the results of HGV were reported in our timeshare segment. Following the spin-offs, we do not report a timeshare segment, as we no longer have timeshare operations.

The following table presents the assets and liabilities of Park and HGV that were included in discontinued operations in our consolidated balance sheet:
 December 31,
2016
 (in millions)
ASSETS 
Current Assets: 
Cash and cash equivalents$341
Restricted cash and cash equivalents160
Accounts receivable, net250
Prepaid expenses48
Inventories527
Current portion of financing receivables, net136
Other16
Total current assets of discontinued operations (variable interest entities - $92)1,478
Intangibles and Other Assets: 
Goodwill604
Management and franchise contracts, net56
Other intangible assets, net60
Property and equipment, net8,589
Deferred income tax assets35
Financing receivables, net895
Investments in affiliates81
Other27
Total intangibles and other assets of discontinued operations (variable interest entities - $405)10,347
TOTAL ASSETS OF DISCONTINUED OPERATIONS$11,825
LIABILITIES 
Current Liabilities: 
Accounts payable, accrued expenses and other$632
Current maturities of long-term debt65
Current maturities of timeshare debt73
Income taxes payable4
Total current liabilities of discontinued operations (variable interest entities - $81)774
Long-term debt3,437
Timeshare debt621
Deferred revenues22
Deferred income tax liabilities2,797
Other17
TOTAL LIABILITIES OF DISCONTINUED OPERATIONS (variable interest entities - $506)$7,668



The following table presents the results of operations of Park and HGV that were included in discontinued operations in our consolidated statements of operations:
 Year Ended December 31,
 2016 2015
 (in millions)
Total revenues from discontinued operations$4,281
 $4,139
    
Expenses   
Owned and leased hotels1,805
 1,754
Timeshare948
 897
Depreciation and amortization322
 307
Other298
 153
Total expenses from discontinued operations3,373
 3,111
    
Gain on sales of assets, net1
 143
    
Operating income from discontinued operations909
 1,171
    
Non-operating loss, net(210) (208)
    
Income from discontinued operations before income taxes699
 963
    
Income tax expense(327) (428)
    
Income from discontinued operations, net of taxes372
 535
Income from discontinued operations attributable to noncontrolling interests, net of taxes(6) (7)
Income from discontinued operations attributable to Hilton stockholders, net of taxes$366
 $528

The following table presents selected financial information of Park and HGV that was included in our consolidated statements of cash flows:
 Year Ended December 31,
 2016 2015
 (in millions)
Non-cash items included in net income:   
Depreciation and amortization$322
 $307
Gain on sales of assets, net(1) (143)
    
Investing activities:   
Capital expenditures for property and equipment$(255) $(243)
Acquisitions, net of cash acquired
 (1,402)
Proceeds from asset dispositions
 1,866

Note 4: Disposals

Hilton Sydney

In July 2015,September 2019, we completed the sale of the Hilton SydneyOdawara Resort & Spa for a purchase price of 442 million Australian dollars13 billion Japanese yen (equivalent to $340$122 million as of the closing datedate) and subsequently entered into a 30-year management contract with the purchaser of the sale).hotel. As a result of the sale, we recognized a pre-tax gain of $163$81 million included in gain on salessale of assets, net in our consolidated statement of operations for the year ended December 31, 2015. 2019.

Note 4: Revenues from Contracts with Customers

Contract Liabilities

The pre-tax gain was netfollowing table summarizes the activity of our contract liabilities during the year ended December 31, 2019:

(in millions)
Balance as of December 31, 2018$1,060 
Cash received in advance and not recognized as revenue(1)
413 
Revenue recognized(1)
(288)
Other(2)
(144)
Balance as of December 31, 2019$1,041 
____________
(1)Includes $239 million related to Hilton Honors.
(2)Primarily the result of changes in estimated transaction costs, a goodwill reductionprices for our performance obligations related to points issued under Hilton Honors, which had no effect on revenues.

We recognized revenues that were previously deferred as contract liabilities of $36$229 million and a reclassification$132 million during the years ended December 31, 2018 and 2017, respectively.

Performance Obligations

As of a currency translation adjustmentDecember 31, 2019, we had $396 million of $25deferred revenues related to unsatisfied performance obligations related to Hilton Honors that will be recognized as revenues when the points are redeemed, which we estimate will occur over the next two years. Additionally, we had $645 million from accumulated other comprehensive loss into earnings concurrent withof deferred revenues related to application, initiation and licensing fees, which are expected to be recognized as revenues in future periods over the disposition. The goodwill reduction was due to our considerationterms of the Hilton Sydney property as a business within our ownership segment; therefore, we reduced the carrying value of our goodwill by the amount representing the fair value of the business disposed relative to the fair value of the portion of our ownership reporting unit goodwill that was retained.related contracts.




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Note 5: 5: Consolidated Variable Interest Entities


As of December 31, 20172019 and 2016,2018, we consolidated three VIEs: two entities2 VIEs that lease hotel properties and, oneas of December 31, 2018, we also consolidated 1 VIE that was a management company. We consolidated these VIEs since we are the primary beneficiaries of these consolidated VIEs as we havebeneficiary, having the power to direct the activities that most significantly affect their economic performance. Additionally, we have the obligation to absorb their losses and the right to receive benefits that could be significant to them. The assets of our consolidated VIEs are only available to settle the obligations of the respective entities. Our consolidated balance sheets included the assets and liabilities of these entities, which primarily comprised the following:
 December 31,
 2017 2016
 (in millions)
Cash and cash equivalents$73
 $57
Accounts receivable, net16
 14
Property and equipment, net57
 52
Deferred income tax assets56
 58
Other non-current assets57
 53
Accounts payable, accrued expenses and other43
 33
Long-term debt(1)
212
 212
____________
(1)
Includes capital lease obligations of $191 million as of December 31, 2017 and 2016.

During the years ended December 31, 2017, 2016 and 2015 we did not provide any financial or other support to any VIEs that we were not previously contractually required to provide, nor do we intend to provide such support in the future.


In December 2016, one of our VIEsJune 2019, the VIE that we previously consolidatedwas a management company sold the hotel asset that it owned.its assets. As a result of the sale, we deconsolidated the VIE,$7 million of assets and $3 million of liabilities, as we no longer had the power to direct the activities that most significantly affected itsaffect the VIE's economic performance. Our retained interest in the entity was accounted for as an equity investment and was included in other non-current assets inSee our consolidated statements of stockholders' equity (deficit) for additional information.

Our consolidated balance sheetsheets included the assets and liabilities of the VIEs that we consolidated as of the respective periods, which primarily comprised the following:

December 31,  
20192018
(in millions)
Cash and cash equivalents$81  $71  
Accounts receivable, net15  15  
Property and equipment, net69  68  
Deferred income tax assets48  53  
Other non-current assets61  58  
Accounts payable, accrued expenses and other49  41  
Long-term debt(1)
194  205  
Other long-term liabilities17  15  
____________
(1)Includes finance lease liabilities of $177 million and $187 million as of December 31, 2016. In July 2017, we received a distribution in complete liquidation of our remaining interest in the entity.2019 and 2018, respectively.


In June 2015, one of ourWe did not provide any financial or other support to any consolidated VIEs modified the terms of its capital lease, resulting in a reduction in long-term debt of $24 million. Since the capital lease asset wasthat we were not previously fully impaired, this amount was recognized as a gain in other non-operating income, net in our consolidated statement of operationscontractually required to provide during the yearyears ended December 31, 2015.2019, 2018 and 2017.




Note 6: Goodwill and Intangible Assets


Goodwill


Our goodwill balances, by reporting unit, were as follows:

Ownership(1)
Management and Franchise(2)
Total
Ownership(1)
 
Management and Franchise(2)
 Total(in millions)
(in millions)
Balance as of December 31, 2015$193
 $5,087
 $5,280
Balance as of December 31, 2017Balance as of December 31, 2017$104  $5,086  $5,190  
Foreign currency translation(9) (53) (62)Foreign currency translation(5) (25) (30) 
Balance as of December 31, 2016184
 5,034
 5,218
Spin-off of Park(91) 
 (91)
Balance as of December 31, 2018Balance as of December 31, 201899  5,061  5,160  
Foreign currency translation11
 52
 63
Foreign currency translation(1) —  (1) 
Balance as of December 31, 2017$104
 $5,086
 $5,190
Balance as of December 31, 2019Balance as of December 31, 2019$98  $5,061  $5,159  
____________
(1)
The balances as of December 31, 2016 and 2015 exclude goodwill of $2,707 million and $2,710 million, respectively, and accumulated impairment losses of $2,103 million that were attributable to Park and included in non-current assets of discontinued operations in our consolidated balance sheets. Amounts for the ownership reporting unit include the following gross carrying values and accumulated impairment losses for the periods presented:
(1)Amounts for the ownership reporting unit include gross carrying values of $438 million, $439 million and $444 million as of December 31, 2019, 2018 and 2017, respectively, and accumulated impairment losses of $340 million as of December 31, 2019, 2018 and 2017.
 Gross Carrying Value Accumulated Impairment Losses Net Carrying Value
 (in millions)
Balance as of December 31, 2015$865
 $(672) $193
Foreign currency translation(9) 
 (9)
Balance as of December 31, 2016856
 (672) 184
Spin-off of Park(423) 332
 (91)
Foreign currency translation11
 
 11
Balance as of December 31, 2017$444
 $(340) $104
(2)There were no accumulated impairment losses for the management and franchise reporting unit as of December 31, 2019, 2018 and 2017.

(2)
There were no accumulated impairment losses for the management and franchise reporting unit as of December 31, 2017, 2016 and 2015.


Intangible Assets


Changes to our brands intangible assets from December 31, 20162018 to December 31, 20172019 were due to foreign currency translations.


Amortizing
84


Finite-lived intangible assets were as follows:

December 31, 2017December 31, 2019
Gross Carrying Value Accumulated Amortization Net Carrying ValueGross Carrying ValueAccumulated AmortizationNet Carrying Value
(in millions)(in millions)
Management and franchise contracts:     Management and franchise contracts:
Management and franchise contracts recorded at Merger(1)
$2,242
 $(1,715) $527
Management and franchise contracts recorded at Merger(1)
$2,163  $(1,974) $189  
Contract acquisition costs and other457
 (75) 382
Contract acquisition costsContract acquisition costs604  (121) 483  
Development commissions and otherDevelopment commissions and other127  (19) 108  
$2,699
 $(1,790) $909
$2,894  $(2,114) $780  
     
Other amortizing intangible assets:     
Other intangible assets:Other intangible assets:
Leases(1)
$301
 $(153) $148
Leases(1)
$290  $(176) $114  
Capitalized software585
 (428) 157
Capitalized software costsCapitalized software costs625  (399) 226  
Hilton Honors(1)
341
 (217) 124
Hilton Honors(1)
338  (257) 81  
Other(1)38
 (34) 4
34  (34) —  
$1,265
 $(832) $433
$1,287  $(866) $421  




December 31, 2016December 31, 2018
Gross Carrying Value Accumulated Amortization Net Carrying ValueGross Carrying ValueAccumulated AmortizationNet Carrying Value
(in millions)(in millions)
Management and franchise contracts:     Management and franchise contracts:
Management and franchise contracts recorded at Merger(1)
$2,221
 $(1,534) $687
Management and franchise contracts recorded at Merger(1)
$2,228  $(1,873) $355  
Contract acquisition costs and other343
 (67) 276
Contract acquisition costsContract acquisition costs525  (101) 424  
Development commissions and otherDevelopment commissions and other108  (15) 93  
$2,564
 $(1,601) $963
$2,861  $(1,989) $872  
     
Other amortizing intangible assets:     
Other intangible assets:Other intangible assets:
Leases(1)
$276
 $(126) $150
Leases(1)
$288  $(161) $127  
Capitalized software510
 (362) 148
Capitalized software costsCapitalized software costs503  (321) 182  
Hilton Honors(1)
335
 (192) 143
Hilton Honors(1)
338  (236) 102  
Other(1)37
 (31) 6
38  (34)  
$1,158
 $(711) $447
$1,167  $(752) $415  
____________
(1)
Represents intangible assets that were initially recorded at their fair value as part of the Merger.

(1)Represents intangible assets that were initially recorded at fair value as part of the Merger.

Amortization expense onof our amortizingfinite-lived intangible assets was $288as follows:

Year Ended December 31,
201920182017
(in millions)
Recognized in depreciation and amortization expense(1)
$286  $271  $277  
Recognized as a reduction of franchise and licensing fees and base and other management fees29  27  17  
____________
(1)Includes amortization expense of $202 million,, $312 $204 million and $325$206 million for the years ended December 31, 2019, 2018 and 2017, 2016 and 2015, respectively, including $67 million, $87 million and $87 million, respectively,associated with assets that were initially recorded at their fair value at the time of amortization expense on our capitalized software.the Merger.


85


We estimatedestimate future amortization expense onof our amortizingfinite-lived intangible assets as of December 31, 20172019 to be as follows:

Recognized in Depreciation and Amortization ExpenseRecognized as a Reduction of Franchise and Licensing Fees and Base and Other Management Fees
Year(in millions)
2020$276  $30  
2021126  28  
2022103  26  
202362  25  
202419  25  
Thereafter132  349  
$718  $483  

Year(in millions)
2018$286
2019274
2020223
202187
202275
Thereafter397
 $1,342

Note 7: 7: Property and Equipment


Property and equipment were as follows:

December 31,December 31,  
2017 201620192018
(in millions)(in millions)
Land$12
 $12
Land$11  $12  
Buildings and leasehold improvements428
 384
Buildings and leasehold improvements382  391  
Furniture and equipment346
 357
Furniture and equipment356  356  
Construction-in-progress17
 14
Construction-in-progress20  24  
Finance lease right-of-use assetsFinance lease right-of-use assets120  65  
803
 767
889  848  
Accumulated depreciation(450) (426)Accumulated depreciation(509) (481) 
$353
 $341
$380  $367  

As of December 31, 2017 and 2016, property and equipment included approximately $90 million and $122 million, respectively, of capital lease assets primarily consisting of buildings and leasehold improvements, net of $90 million and $74 million, respectively, of accumulated depreciation.


Depreciation expense on property and equipment was $59$60 million, $52$54 million and $60$59 million during the years ended December 31, 2017, 20162019, 2018 and 2015,2017, respectively.




Note 8: Accounts Payable, Accrued Expenses and Other


Accounts payable, accrued expenses and other were as follows:

December 31,December 31,
2017 201620192018
(in millions)(in millions)
Accrued employee compensation and benefits$502
 $438
Accrued employee compensation and benefits$554  $532  
Accounts payable282
 314
Accounts payable303  283  
Liability for guest loyalty program, current622
 543
Insurance reserves, current264
 122
Insurance reserves, current95  199  
Other accrued expenses480
 404
Operating lease ROU liabilitiesOperating lease ROU liabilities133  —  
Other liabilities and accrued expenses(1)
Other liabilities and accrued expenses(1)
618  535  
$2,150
 $1,821
$1,703  $1,549  

____________
Other accrued expenses consist of deferred revenues,(1)Includes deposit liabilities related to hotel operations and application fees, promotional liabilities and income taxes rent,payable, as well as accrued expenses related to taxes, interest and other accrued balances.other.


86


Note 9: 9: Debt


Long-term Debt


Long-term debt balances, including obligations for capitalfinance leases, and associated interest rates and maturities as of December 31, 20172019, were as follows:

 December 31,
 2017 2016

(in millions)
Senior notes due 2021$
 $1,500
Senior notes with a rate of 4.250% due 20241,000
 1,000
Senior notes with a rate of 4.625% due 2025900
 
Senior notes with a rate of 4.875% due 2027600
 
Senior secured term loan facility due 2020
 750
Senior secured term loan facility with a rate of 3.55%, due 20233,929
 3,209
Capital lease obligations with an average rate of 6.33%, due 2021 to 2030233
 227
Other debt with an average rate of 2.65%, due 2018 to 202621
 20
 6,683
 6,706
Less: unamortized deferred financing costs and discount(81) (90)
Less: current maturities of long-term debt(1)
(46) (33)

$6,556
 $6,583
December 31,  
2019  2018
(in millions)
Senior secured revolving credit facility with a weighted average rate of 2.98%, due 2024$195  $—  
Senior secured term loan facility with a rate of 3.54%, due 20262,619  3,119  
Senior notes with a rate of 4.250%, due 20241,000  1,000  
Senior notes with a rate of 4.625%, due 2025900  900  
Senior notes with a rate of 5.125%, due 20261,500  1,500  
Senior notes with a rate of 4.875%, due 2027600  600  
Senior notes with a rate of 4.875%, due 20301,000  —  
Finance lease liabilities with a weighted average rate of 5.83%, due 2020 to 2030245  225  
Other debt with a rate of 3.08%, due 202617  17  
8,076  7,361  
Less: unamortized deferred financing costs and discount  (83) (79) 
Less: current maturities of long-term debt(1)
(37) (16) 
$7,956  $7,266  
____________
(1)
Net of unamortized deferred financing costs and discount attributable to current maturities of long-term debt.

(1)Represents current maturities of finance lease liabilities.

Senior Notes


In June 2019, we issued $1.0 billion aggregate principal amount of 4.875% Senior Notes due 2030 (the "2030 Senior Notes") and incurred $15 million of debt issuance costs. Interest on the 2030 Senior Notes is payable semi-annually in arrears on January 15 and July 15 of each year, beginning January 2020. We used a portion of the net proceeds from the issuance to repay $500 million outstanding on our senior secured term loan facility (the "Term Loans") and to repay $225 million outstanding under our senior secured revolving credit facility (the "Revolving Credit Facility"). See "Senior Secured Credit Facilities" below for additional information.

In April 2018, we issued $1.5 billion aggregate principal amount of 5.125% Senior Notes due 2026 (the "2026 Senior Notes") and used the net proceeds, together with borrowings under our Revolving Credit Facility and available cash, to repurchase $1,171 million of shares of our common stock from HNA Tourism Group Co., Ltd and repay $500 million outstanding on our Term Loans. See "Senior Secured Credit Facilities" below for additional information.

In March 2017, we issued $900 million aggregate principal amountused the proceeds from the issuances of the 4.625% Senior Notes due 2025 (the "2025 Senior Notes") and $600 million aggregate principal amount ofthe 4.875% Senior Notes due 2027 (the "2027 Senior Notes"), and incurred $21 million of debt issuance costs. Interest on the 2025 Senior Notes and the 2027 Senior Notes is payable semi-annually in arrears on April 1 and October 1 of each year, beginning from October 2017. We used the net proceeds of the 2025 Senior Notes and the 2027 Senior Notes, along with available cash, to redeem in full our $1.5 billion 5.625%of Senior Notes due 2021 (the "2021 Senior Notes"), plus accrued and unpaid interest.2021. In connection with the repayment, we paid a redemption premium of $42 million and accelerated the recognition of $18 million of unamortized debt issuancedeferred financing costs, which were included in loss on debt extinguishment in our consolidated statement of operations for the year ended December 31, 2017.


In August 2016, Hilton issued $1.0 billion aggregate principal amount of 4.25%The 4.250% Senior Notes due 2024 (the "2024 Senior Notes") and incurred $20 million of debt issuance costs. Interest on the 2024 Senior Notes is payable semi-annually in arrears on March 1 and September 1 of each year, beginning from March 2017.



The 2024 Senior Notes,, 2025 Senior Notes, and2026 Senior Notes, 2027 Senior Notes and 2030 Senior Notes are collectively referred to as the Senior Notes and are guaranteed jointly and severally on a senior unsecured basis by Hiltonthe Parent and certainsubstantially all of its direct and indirect wholly owned domestic restricted subsidiaries. See Note 23:22: "Condensed Consolidating Guarantor Financial Information" for additional details.information.


Senior Secured Credit Facilities


Our senior secured credit facility consistsfacilities consist of a $1.0 billion senior secured revolving credit facility (the "Revolvingthe Revolving Credit Facility")Facility and a senior secured term loan facility (the "Term Loans").Term Loans. The obligations of our senior secured credit facilityfacilities are unconditionally and irrevocably guaranteed by Hiltonthe Parent and substantially all of ourits direct orand indirect wholly owned domestic subsidiaries.



87


In November 2016,June 2019, we amended the Revolving Credit Facility to extendincrease the borrowing capacity to $1.75 billion, $250 million of which is available in the form of letters of credit, and extended the maturity date to November 2021 andJune 2024. In connection with this amendment, we incurred $5$7 million of debt issuance costs.costs, which were included in other non-current assets in our consolidated balance sheet as of December 31, 2019. As of December 31, 2017,2019, in addition to the $195 million outstanding under the Revolving Credit Facility, we had $41$60 million of outstanding letters of credit, outstandingresulting in an available borrowing capacity under ourthe Revolving Credit Facility and a borrowing capacity of $959 million.$1.50 billion. We are required to pay a commitment fee of 0.125 percent per annum under the Revolving Credit Facility in respect of the unused commitments thereunder.


In August 2016,June 2019, we also amended the Term Loans pursuant to which $3,225 millionextend the maturity date to June 2026 with a discount of outstanding Term Loans were converted into a new tranche of Term Loans due October 2023 with an interest rate of LIBOR plus 250 basis points. In connection with this modification, we recognized an $8 million discount as a reduction to long-term debt in our consolidated balance sheet and $4 million of other debt issuance costs included in other non-operating income, net in our consolidated statement of operations for the year ended December 31, 2016.

In March 2017, we amended the Term Loans again pursuant to which the remaining $750 million of outstanding Term Loans due in 2020 were extended, aligning their maturity with the tranche of Term Loans due 2023. Additionally, concurrent with the extension, the entire balance of the Term Loans was repriced with an interest rate of LIBOR plus 200 basis points.0.25 percent. In connection with the refinancingamendment and modificationthe 2019 repayment of the Term Loans, we incurred $3recognized $10 million of debt issuancefees and unamortized deferred financing costs and discount, which were included in other non-operating income, net in our consolidated statement of operations for the year ended December 31, 2017.2019.


In December 2018, we repaid an additional $300 million outstanding under our Term Loans and reduced the interest rate on the remaining balance by 25 basis points to LIBOR plus 175 basis points. In connection with the 2018 repayments, we accelerated $8 million of unamortized deferred financing costs and discount, which were included in other non-operating income, net in our consolidated statement of operations for the year ended December 31, 2018.

Debt Maturities


The contractual maturities of our long-term debt as of December 31, 2017,2019 were as follows:

Year(in millions)
2020$37  
202130  
202222  
202320  
20241,217  
Thereafter6,750  
$8,076  

Year(in millions)
2018$54
201955
202057
202158
202258
Thereafter6,401
 $6,683

Note 10: Other Liabilities


Other long-term liabilities were as follows:

December 31,
December 31,20192018
2017 2016(in millions)
(in millions)
Program surplus$549
 $446
Pension obligations165
 215
Pension obligations$134  $145  
Other long-term tax liabilities397
 480
Other long-term tax liabilities369  395  
Deferred employee compensation and benefits117
 113
Deferred employee compensation and benefits118  113  
Insurance reserves162
 131
Insurance reserves(1)
Insurance reserves(1)
178  146  
Other80
 107
Other84  64  
$1,470
 $1,492
$883  $863  

____________
Program surplus represents obligations to operate our marketing, sales and brand programs on behalf of our hotel owners. Our obligations(1)Obligations related to the insurance claims are expected to be satisfied, on average, over the next three years.




Note 11: Derivative Instruments and Hedging Activities

Cash Flow Hedges

In May 2017, we began hedging foreign exchange-based cash flow variability in certain of our foreign currency denominated management and franchise fees using forward contracts (the "Fee Forward Contracts"), and elected to designate these Fee Forward Contracts as cash flow hedges for accounting purposes. As of December 31, 2017, the Fee Forward Contracts had an aggregate notional amount of $31 million and maturities of 24 months or less.

In March 2017, we entered into two interest rate swap agreements with notional amounts of $1.6 billion and $750 million, which swap one-month LIBOR on the Term Loans to fixed rates of 1.98 percent and 2.02 percent, respectively, and expire in March 2022. We elected to designate these interest rate swaps as cash flow hedges for accounting purposes.

Non-designated Hedges

As of December 31, 2017, we held short-term forward contracts with an aggregate notional amount of $353 million to offset exposure to fluctuations in certain of our foreign currency denominated cash balances. We elected not to designate these forward contracts as hedging instruments. Depending on the fair value of each contract, we classify it as an asset or liability.

In August and September 2016, we dedesignated four interest rate swaps (the "2013 Interest Rate Swaps") that were previously designated as cash flow hedges as they no longer met the criteria for hedge accounting. Theseinterest rate swaps, which had an aggregate notional amount of $1.45 billion and swapped three-month LIBOR on the Term Loans to a fixed rate of 1.87 percent, were settled in March 2017.

Fair Value of Derivative Instruments

We measure our derivative instruments at fair value, which is estimated using a discounted cash flow analysis, and we consider the inputs used to measure the fair value as Level 2 within the fair value hierarchy. The discounted cash flow analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs of similar instruments, including interest rate curves and spot and forward rates, as applicable, as well as option volatility. The fair values of our derivative instruments in our consolidated balance sheets were as follows:
88
   December 31,
 Balance Sheet Classification 2017 2016
   (in millions)
Cash Flow Hedges:     
Interest rate swapsOther non-current assets $11
 N/A
Forward contractsAccounts payable, accrued expenses and other 1
 N/A
      
Non-designated Hedges:     
Interest rate swapsOther liabilities N/A
 $12
Forward contractsOther current assets 4
 3
Forward contractsAccounts payable, accrued expenses and other 1
 4




Earnings Effect of Derivative Instruments

The gains and losses recognized in our consolidated statements of operations and consolidated statements of comprehensive income (loss) before any effect for income taxes were as follows: 


   Year Ended December 31,
 Classification of Gain (Loss) Recognized 2017 2016 2015
   (in millions)
Cash Flow Hedges(1)(2):
       
Interest rate swapsOther comprehensive income (loss) $11
 $(7) $(11)
Forward contractsOther comprehensive income (loss) (1) N/A
 N/A
        
Non-designated Hedges:       
Interest rate swapsOther non-operating income, net 2
 4
 N/A
Interest rate swaps(3)
Interest expense (10) (4) N/A
Forward contractsGain (loss) on foreign currency transactions 12
 7
 11
____________
(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, 2017, 2016 and 2015.
(2)
The earnings effect of the Fee Forward Contracts on fee revenues for the year ended December 31, 2017 was less than $1 million.
(3)
These amounts are related to the dedesignation of the 2013 Interest Rate Swaps as cash flow hedges and were reclassified from accumulated other comprehensive loss as the underlying transactions occurred.

Note 12: 11: Fair Value Measurements


We did not elect the fair value measurement option for any of our financial assets or liabilities. The fair values of certain financial instruments and the hierarchy level we used to estimate the fair values are shown below (see Note 11: "Derivative Instruments and Hedging Activities" for the fair value information of our derivatives and Note 15: "Employee Benefit Plans" for fair value information of our pension assets):below:

December 31, 2017December 31, 2019
  Hierarchy LevelHierarchy Level
Carrying Value Level 1 Level 2 Level 3Carrying ValueLevel 1Level 2Level 3
(in millions)(in millions)
Assets:       Assets:
Cash equivalents$284
 $
 $284
 $
Cash equivalents$117  $—  $117  $—  
Restricted cash equivalents12
 
 12
 
Restricted cash equivalents32  —  32  —  
Liabilities:       Liabilities:
Long-term debt(1)
6,348
 2,575
 
 3,954
Long-term debt(1)
7,731  5,230  —  2,834  
Interest rate swapsInterest rate swaps37  —  37  —  


December 31, 2016December 31, 2018
  Hierarchy LevelHierarchy Level
Carrying Value Level 1 Level 2 Level 3Carrying ValueLevel 1Level 2Level 3
(in millions)(in millions)
Assets:       Assets:
Cash equivalents$782
 $
 $782
 $
Cash equivalents$87  $—  $87  $—  
Restricted cash equivalents11
 
 11
 
Restricted cash equivalents18  —  18  —  
Interest rate swapsInterest rate swaps16  —  16  —  
Liabilities:       Liabilities:
Long-term debt(1)
6,369
 2,516
 
 4,006
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 capital lease obligations and other debt.

(1)The carrying values include unamortized deferred financing costs and discount. The carrying values and fair values exclude finance lease liabilities and other debt.

The fair values of financial instruments not included in these tables are estimated to be equal to their carrying values as of December 31, 20172019 and 2016.2018. Our estimates of the fair values were determined using available market information and appropriate valuation methods. Considerable judgment is necessary to interpret market data and develop the estimated fair values.




Cash equivalentsWe measure our interest rate swaps at fair value, which were estimated using a discounted cash flow analysis that reflects the contractual terms of the interest rate swaps, including the period to maturity, and restricted cash equivalents primarily consisted of short-term interest-bearing money market funds with maturities of less than 90 days and time deposits. The estimated fair values were based on available market pricing informationuses observable market-based inputs of similar financial instruments.instruments, including interest rate curves, as applicable. Our interest rate swaps are included in other non-current assets or other long-term liabilities in our consolidated balance sheets depending on their value to us as of the balance sheet date.


The estimated fair values of our Level 1 long-term debt were based on prices in active debt markets. The estimated fair values of our Level 3 long-term debt were based on indicative quotes received for similar issuances.

Note 12: Leases
Note 13: Leases


We lease hotel properties, land, equipment and corporate office space under operating and capital leases.equipment used at hotels and corporate offices, with our most significant lease liabilities related to hotel properties. As of December 31, 2017 and 2016,2019, we leased 5952 hotels and 61 hotels, respectively, under operating leases and four6 hotels under capital leases. Asfinance leases, 2 of December 31, 2017 and 2016, two of these capital leaseswhich were the liabilities of consolidated VIEs that we consolidated and were non-recourse to us. Our hotel leases expire at various dates, from 2018 through 2196, with varying renewal options, and the majority expire before 2026.termination options.


Our operating leases may require minimum rent payments, contingent rent payments based on a percentage of revenue or income or rent payments equal
89


Supplemental balance sheet information related to the greater of a minimum rent or contingent rent. In addition, we may be required to pay some, or all, of the capital costs for property and equipment in the hotel during the term of the lease.

The future minimum rent payments under non-cancelable leases as of December 31, 2017,2019 was as follows:

(dollars
in millions)
Operating leases:
Operating lease right-of-use assets$867 
Accounts payable, accrued expenses and other133 
Operating lease liabilities1,037 
Finance leases:
Property and equipment, net$52 
Current maturities of long-term debt37 
Long-term debt208 
Weighted average remaining lease term:
Operating leases12.8 years
Finance leases8.6 years
Weighted average discount rate:
Operating leases3.76 %
Finance leases5.83 %

The components of lease expense for the year ended December 31, 2019 were as follows:

 Operating
Leases
 Capital
Leases
 Non-Recourse
Capital Leases
Year(in millions)
2018$192
 $5
 $19
2019174
 5
 24
2020175
 6
 24
2021165
 6
 24
2022130
 5
 24
Thereafter1,025
 34
 158
Total minimum rent payments$1,861
 61
 273
Less: amount representing interest  (19) (82)
Present value of net minimum rent payments  $42
 $191
(in millions)
Operating lease expense for fixed payments$144 
Finance lease expense:
Amortization of ROU assets30 
Interest on lease liabilities14 
Variable lease expense(1)
168 

____________
Rent(1)Includes amounts related to operating leases and interest payments on finance leases.

Lease expense for allour operating leases for the years ended December 31, 2018 and 2017 included $225 million and $183 million, respectively, of fixed lease expense and $142 million and $101 million, respectively, of variable lease expense.

Supplemental cash flow information related to leases for the year ended December 31, 2019 was as follows:

(in millions)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$187 
Financing cash flows from finance leases42 
ROU assets obtained in exchange for lease liabilities in non-cash transactions:
Operating leases48 
Finance leases61 

90


 Year Ended December 31,
 2017 2016 2015
 (in millions)
Minimum rentals$183
 $224
 $244
Contingent rentals101
 98
 104
 $284
 $322
 $348
Our future minimum lease payments as of December 31, 2019 were as follows:


The amortization of assets recorded under capital leases is included in depreciation and amortization in our consolidated statements of operations and is recognized over the shorter of the lease term or useful life of the asset.
Operating
Leases
Finance
Leases
Year(in millions)
2020$178  $51  
2021172  42  
2022143  33  
2023128  30  
2024107  29  
Thereafter790  134  
Total minimum lease payments1,518  319  
Less: imputed interest(348) (74) 
Total lease liabilities$1,170  $245  




Note 14:13: Income Taxes


Income Tax Provision

Our tax provision includes federal, state and foreign income taxes payable. The domestic and foreign components of income from continuing operations before income taxes were as follows:

 Year Ended December 31,
 2017 2016 2015
 (in millions)
U.S. income before tax$791
 $934
 $262
Foreign income (loss) before tax139
 (378) 271
Income from continuing operations before income taxes$930
 $556
 $533
Year Ended December 31,
201920182017
(in millions)
U.S. income before tax$867  $881  $632  
Foreign income before tax377  197  121  
Income before income taxes$1,244  $1,078  $753  


The components of our provision (benefit) for income taxes were as follows:

Year Ended December 31,
201920182017
(in millions)
Current:
Federal$190  $210  $239  
State60  53  59  
Foreign128  60  95  
Total current378  323  393  
Deferred:
Federal(61) (52) (667) 
State(5) (14) (35) 
Foreign46  52  (27) 
Total deferred(20) (14) (729) 
Total provision (benefit) for income taxes$358  $309  $(336) 

91

 Year Ended December 31,
 2017 2016 2015
 (in millions)
Current:     
Federal$239
 $441
 $164
State59
 143
 51
Foreign95
 70
 64
Total current393
 654
 279
Deferred:     
Federal(679) (116) (606)
State(24) 50
 (86)
Foreign(24) (24) 65
Total deferred(727) (90) (627)
Total provision (benefit) for income taxes$(334) $564
 $(348)


Reconciliations of our tax provision at the U.S. statutory rate to the provision (benefit) for income taxes were as follows:

 Year Ended December 31,
 2017 2016 2015
 (in millions)
Statutory U.S. federal income tax provision$326
 $194
 $187
State income taxes, net of U.S. federal tax benefit26
 23
 17
Impact of foreign operations1
 32
 3
Effects of the Tax Cuts and Jobs Act(665) 
 
Nontaxable liquidation of subsidiaries
 
 (628)
Corporate restructuring
 482
 
Change in deferred tax asset valuation allowance(48) (22) 24
Provision (benefit) for uncertain tax positions38
 (139) 18
Non-deductible share-based compensation
 
 23
Non-deductible goodwill
 
 13
Other, net(12) (6) (5)
Provision (benefit) for income taxes$(334) $564
 $(348)
Year Ended December 31,
201920182017
(in millions)
Statutory U.S. federal income tax provision$261  $226  $264  
State income taxes, net of U.S. federal income tax benefit47  37  19  
Impact of foreign operations31  26   
Effects of the TCJ Act—  13  (600) 
Corporate restructuring—   —  
Changes in deferred tax asset valuation allowances13  (6) (48) 
Provision for uncertain tax positions16  16  38  
Other, net(10) (12) (13) 
Provision (benefit) for income taxes$358  $309  $(336) 


OnRestructuring

During the year ended December 22, 2017,31, 2018, our controlled foreign corporations ("CFC") distributed the TCJ Act was signed into law, which permanently reducesstock of certain subsidiaries (the "Distributions"). Subsequent to the corporateDistributions, the distributed subsidiaries were included in our U.S. federal and state income tax rate fromfilings. As a graduated 35 percentresult of the Distributions, we incurred deferred income tax expense of $9 million for the year ended December 31, 2018, including: (i) recording U.S. deferred tax liabilities related to the distributed subsidiaries of $12 million and (ii) remeasuring our existing deferred tax assets and liabilities and other tax liabilities at the effective tax rates at which they will reverse in future periods, resulting in a flat 21 percent ratereduction of liabilities of $3 million.

Tax Cuts and imposesJobs Act of 2017

We recognized a one-time transition tax on earnings of foreign subsidiaries that were previously deferred. Asprovisional benefit as of December 31, 2017 we had not completed our accounting for the tax effects of enactment of the TCJ Act; however, where possible, as described below, we made a reasonable estimate of the effects on our existing deferred tax balances and the one-time transition tax. In other cases, we were not able to make a reasonable estimate and continued to account for those items based on the provisions of the tax laws that were in effect immediately prior to enactment. For the items for which we were able to determine a reasonable estimate, we recognized a provisional benefit of $665$600 million, of which $517$569 million was the result of the remeasurement of U.S. deferred tax assets and liabilities and other tax liabilities. As of December 31, 2018, we made adjustments to the provisional amounts recorded as of December 31, 2017, as described below.




Provisional amounts

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 $517$452 million, $33 million and $84 million, respectively. However, this remeasurement iswas 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. As we finalizeUpon completing our analysis of the tax law changes in the TCJ Act including the impact on our current year tax return filing positions throughout the 2018 fiscal year,and associated regulations, we will updateadjusted our provisional amounts for this remeasurement.
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 statement of operations.


Foreign taxation changes. A one-time transition tax iswas 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. Additionally, the language in the TCJ Act is not specific enough to address all aspects of the calculation of the transition tax and leaves certain components of the calculation open to interpretation. The U.S. Treasury department is expected to issue regulations to provide clarification. We will update our provisional amounts related to the transition tax for the E&P of our noncontrolled foreign subsidiaries as further guidance is provided by the U.S. Treasury department. We previously recorded a federal deferred tax liability for our deferred earnings at the statutory 35 percent rate. Therate, and the application of the transition tax results in the deferredthese earnings previously recorded at 35 percent being subjected to a lower rate, resulting in a provisional income tax benefit as of December 31, 2017 of $15 million. WeAs a result of additional guidance issued by the U.S. Treasury Department, we refined our calculations and recorded an additional tax benefit of $2 million during the year ended December 31, 2018. Additionally, we had not recorded certain deferred tax assets, primarily related primarily to E&P deficits, for some foreign subsidiaries based upon an expectation that no tax benefit from such assets would be realized within the foreseeable future. The recognition of tax benefits from the deferred tax assets previously not recorded resulted in a provisionalan income tax benefit of $16 million.

We have not made sufficient progress on our analysis of the TCJ Act’s impact on our recognition of deferred tax assets and liabilities for outside basis differences in our investments in foreign subsidiaries due to the complexity of these calculations on both our U.S. and foreign tax positions and uncertainty regarding the impact of new taxes on certain foreign earnings and, therefore, have not recorded provisional amounts. As of December 31, 2017, we have not recorded any deferred tax assets or liabilities for outside basis differences in our investments in foreign subsidiaries. We will further analyze the impact of these new taxes on foreign earnings and their impact on our tax positions throughout fiscal year 2018 to allow us to complete the required accounting for our outside basis differences in our investments in foreign subsidiaries. We continued to apply Accounting Standards Codification 740 based on the provisions of the tax laws that were in effect immediately prior to the TCJ Act being enacted.

Duringmillion during the year ended December 31, 2016, we effected two corporate structuring transactions that included: (i)2017.

Outside basis differences. With the organization of Hilton's assets and subsidiaries in preparation for the spin-offs; and (ii) a restructuring of Hilton's international assets and subsidiaries (the "international restructuring"). The international restructuring involved a transfer of certain assets, including intellectual property used in the international business, from U.S. subsidiaries to foreign subsidiaries, and became effective in December 2016. The transfer of the intellectual property resulted in the recognition of tax expense representing the estimated U.S. tax expected to be paid in future years on income generated from the intellectual property transferred to foreign subsidiaries. Further, our deferred effective tax rate is determined based upon the composition of applicable federal and state tax rates. Duechanges made to the changes inU.S. taxation of foreign entities, including the footprintchange to a territorial system of taxation, the Companyintroduction of a dividend participation exemption and the expected applicable tax rates at whichchanges to the current taxation of GILTI, we determined our domesticcurrent method of calculating CFC outside basis should be revised to
92


incorporate the TCJ Act changes. As a result, we recorded additional deferred tax assets and liabilities will reverse in future periods as a result of the described structuring activities, our estimated deferred effective tax rate increased for$31 million during the year ended December 31, 2016. In total, these structuring transactions, which became effective in December 2016, resulted in additional2018 within income tax expense (benefit) in our consolidated statement of $482 million inoperations.

Our accounting for the period.effects of the TCJ Act was complete as of December 31, 2018.



Deferred Income Taxes


Deferred income taxes represent the tax effect of the differences between the book and tax bases of assets and liabilities plus carryforward items. The tax effects of the temporary differences and carryforwards that give rise to our net deferred tax asset (liability)taxes were as follows:
December 31,
20192018
(in millions)
Deferred tax assets:
Foreign net operating loss carryforwards$386  $389  
Compensation138  118  
Reserves33  18  
Operating and finance lease liabilities404  75  
Deferred income260  258  
Foreign tax credit carryforwards49  —  
Other51  42  
Total gross deferred tax assets1,321  900  
Less: valuation allowance(501) (399) 
Deferred tax assets820  501  
Deferred tax liabilities:
Brands(1,133) (1,123) 
Finite-lived intangible assets(140) (157) 
Investment in foreign subsidiaries(32) (29) 
Operating and finance lease ROU assets(210) —  
Deferred tax liabilities(1,515) (1,309) 
Net deferred taxes$(695) $(808) 
 December 31,
 2017 2016
 (in millions)
Deferred tax assets:   
Net operating loss carryforwards$395
 $394
Compensation123
 214
Other reserves12
 15
Capital lease obligations78
 84
Insurance reserves27
 36
Program surplus17
 84
Property and equipment32
 26
Investments16
 12
Other57
 66
Total gross deferred tax assets757
 931
Less: valuation allowance(408) (507)
Deferred tax assets349
 424
Deferred tax liabilities:   
Brands(1,121) (1,626)
Amortizing intangible assets(178) (305)
Investment in foreign subsidiaries
 (39)
Deferred income
 (150)
Deferred tax liabilities(1,299) (2,120)
Net deferred taxes$(950) $(1,696)


As of December 31, 2017,2019, we had foreign net operating loss carryforwards of $1.6 billion, which resulted in deferred tax assets of $395$386 million for foreign jurisdictions. Approximately $6$16 million of our deferred tax assets as of December 31, 20172019 related to net operating loss carryforwards that will expire between 20182020 and 20372039 with less than $1 million of that amount expiring in 2018.2020. Approximately $389$370 million of our deferred tax assets as of December 31, 20172019 resulted from net operating loss carryforwards that are not subject to expiration. We believe that it is more likely than not that the benefit from certain foreign net operating loss carryforwards will not be realized. In recognition of this assessment, we provided a valuation allowance of $384$376 million as of December 31, 20172019 on the deferred tax assets relating to the foreign net operating loss carryforwards. Our total valuation allowance relating to these net operating loss carryforwards and other deferred tax assets decreased $99 million during

During the year ended December 31, 2017. Based2019, we provided a valuation allowance of $18 million on our considerationcertain foreign deferred tax assets generated during the current year and released valuation allowances of $5 million on foreign deferred tax assets in other jurisdictions. In both cases, management determined whether we were more likely than not to realize the benefit of these assets by considering all available positive and negative evidence we determinedto determine whether sufficient future taxable income will be generated to permit use of the deferred tax assets. Additionally, total valuation allowances increased by another $89 million due to three current year changes that resulted in no net income tax expense or benefit: (i) the adoption of ASU 2016-02; (ii) the generation of deferred tax assets for U.S. foreign tax credit carryforwards; and (iii) revaluations of certain existing deferred tax assets. In connection with the adoption of ASU 2016-02, additional U.S. and foreign deferred tax assets relating to operating and finance lease liabilities were recorded. We do not believe that it wasis more likely than not that we wouldwill be able to realize the benefit of certainthese foreign deferred tax assets in certain foreign entities, primarily due to limitations on the tax deductibility of losses, and releasedhave provided a valuation allowancesallowance of $48$51 million against our foreignon these deferred tax assets. Both the deferred tax assets related to lease liabilities and their associated valuation allowances were recorded through continuing operations. Additionally, other factorsa cumulative adjustment to accumulated deficit upon adoption of the standard. We generated $49 million of deferred tax assets for U.S. foreign tax credit carryforwards during the current year, but we believe that did not have any impactit is unlikely that we will be able to realize the benefit of these deferred tax assets due to foreign source income limitations. We provided a valuation allowance of $49 million on incomethese deferred tax expense, including revaluationsassets, resulting in no net tax benefit being recognized in the current year for these carryforwards. Revaluations of certain foreign existing
93


deferred tax assets and their associated valuation allowances due to tax rate changes and foreign exchange rate changes resulted in no net income tax expense in the reduction ofcurrent year but decreased total valuation allowances of $51by $11 million. Overall, our total valuation allowance increased by $102 million during the year ended December 31, 2019.


Tax Uncertainties

We classify reservesfile income tax returns, including returns for our subsidiaries, with federal, state, local and foreign tax jurisdictions. We are under regular and recurring audit by the Internal Revenue Service ("IRS") and other taxing authorities on open tax positions. The timing of the resolution of tax audits is highly uncertain, as are the amounts, if any, that may ultimately be paid upon such resolution. Changes may result from the conclusion of ongoing audits, appeals or litigation in federal, state, local and foreign tax jurisdictions or from the resolution of various proceedings between the U.S. and foreign tax authorities. As of December 31, 2019, we remain subject to federal and state examinations of our income tax returns for tax uncertainties within currentyears from 2005 through 2018 and foreign examinations of our income taxes payable and other long-term liabilities in our consolidated balance sheets. tax returns for tax years from 1996 through 2018.

Reconciliations of the beginning and ending amounts of unrecognized tax benefits were as follows:

Year Ended December 31,Year Ended December 31,
2017 2016 2015201920182017
(in millions)(in millions)
Balance at beginning of year$174
 $315
 $296
Balance at beginning of year$318  $283  $174  
Additions for tax positions related to the prior year3
 77
 25
Additions for tax positions related to prior yearsAdditions for tax positions related to prior years67  37   
Additions for tax positions related to the current year126
 9
 8
Additions for tax positions related to the current year13  16  126  
Reductions for tax positions related to prior years(10) (204) (4)Reductions for tax positions related to prior years(3) (15) (10) 
Settlements(9) (21) (4)Settlements —  (9) 
Lapse of statute of limitations(2) (2) (2)Lapse of statute of limitations(2) (3) (2) 
Currency translation adjustment1
 
 (4)Currency translation adjustment —   
Balance at end of year$283
 $174
 $315
Balance at end of year$395  $318  $283  




The changes to our unrecognized tax benefits during the year ended December 31, 2019 were primarily related to uncertainty regarding affirmative refund claims submitted to the IRS during 2019, as well as the addition of reserves related to our Hilton Honors guest loyalty program. The changes to our unrecognized tax benefits during the year ended December 31, 2018 were primarily related to uncertainty regarding the calculations of tax deductions claimed in tax returns filed during the year, as well as the addition of reserves related to our Hilton Honors guest loyalty program. The changes to our unrecognized tax benefits during the year ended December 31, 2017 were primarily related to uncertainty regarding the valuation of certain tax assets in the U.S. and the United Kingdom. The changes to our unrecognized tax benefits during the years ended December 31, 2016 and 2015 were primarily the result of items identified, resolved and settled as part of our ongoing U.S. federal audit. We recognize interest and penalties accrued related to uncertain tax positions in income tax expense.expense (benefit) in our consolidated statements of operations. During the years ended December 31, 2019, 2018 and 2017, 2016 and 2015, we accrued $3 million, $4 million and $5 million, respectively, ofrecognized income tax expense related to interest and penalties of $12 million, $6 million and $3 million, respectively, in our consolidated statements of operations. As of December 31, 2019 and 2018, we had accrued approximately $52 million and $40 million, respectively, for interest and penalties related to our unrecognized tax benefits in our consolidated balance sheets. Included in the balances of unrecognized tax benefits as of December 31, 20172019 and 2016, we had accrued balances of $332018 were $380 million and $30 million, respectively, for the related payments. Included in the balance of uncertain tax positions as of December 31, 2017 and 2016 were $285 million and $176$310 million, respectively, associated with positions that, if favorably resolved, would provide a benefit to our effective income tax rate.


In April 2014, we received 30-day Letters from the Internal Revenue Service ("IRS")IRS and the Revenue Agents Report ("RAR") for the 2006 and October 2007 tax years. We disagreed with several of the proposed adjustments in the RAR and filed a formal appeals protest with the IRS and did not make any tax payments related to this audit.IRS. The issues being protested in appeals relate to assertions by the IRS that: (i) certain foreign currency denominated intercompany loans from our foreign subsidiaries to certain U.S. subsidiaries should be recharacterized as equity for U.S. federal income tax purposes and constitute deemed dividends from such foreign subsidiaries to our U.S. subsidiaries; (ii) in calculating the amount of U.S. taxable income resulting from our Hilton Honors guest loyalty program, we should not reduce gross income by the estimated costs of future redemptions, but rather such costs would be deductible at the time the points are redeemed; and (iii) certain foreign currency denominated loans issued by one of our Luxembourg subsidiaries whose functional currency is USD, should instead be treated as issued by one of our Belgian subsidiaries whose functional currency is the euro, and thus foreign currency gains and losses with respect to such loans should have been measured in euros, instead of USD. Additionally, inIn January 2016, we received a 30-day Letter from the IRS and the RAR for the December 2007 through 2010 tax years. The RAR includes theyears, which included proposed adjustments for tax years December 2007 through 2010, whichthat reflect the carryover effect of the three protested issues from 2006 through October 2007. These proposed adjustments willare also bebeing protested in appeals, and formal appeals protests have been submitted. In April 2016, we requested a Technical Advice Memorandum ("TAM") from the IRS with respect to the treatment of the foreign currency gains and losses on loans issued by our Luxembourg subsidiary. We received a taxpayer favorable TAM in October
94


2018, and this issue is no longer being pursued by IRS Appeals for any of the open tax years. In September 2018, we received a 30-day Letter from the IRS and the RAR for the 2011 through 2013 tax years, which reflects proposed adjustments for the carryover effect of the two remaining protested issues from 2006 through October 2007. The adjustments for tax years 2011 through 2013 will also be protested in appeals, and formal protests have been submitted. After receipt of the TAM relating to the Luxembourg subsidiary, in total, the two remaining proposed adjustments sought by the IRS for the tax years with open audits would result in additional U.S. federal tax owed of approximately $874$817 million, excluding interest and penalties and potential state income taxes. The portion of this amount related to Hilton Honors would result in a decrease to our future tax liability when the points are redeemed. We disagree with the IRS's position on each of these assertions and intend to vigorously contest them. However, based on continuing appeals process discussions with the IRS, we believe that it is more likely than not that we will not recognize the full benefit related to certain of the issues being appealed. Accordingly, as of December 31, 2019, we havehad recorded $45$58 million of unrecognized tax benefits related to these issues.


We file income tax returns, including returns for our subsidiaries, with federal, state, local and foreign tax jurisdictions. We are under regular and recurring audit by the IRS and other taxing authorities on open tax positions. The timing of the resolution of tax audits is highly uncertain, as are the amounts, if any, that may ultimately be paid upon such resolution. Changes may result from the conclusion of ongoing audits, appeals or litigation in federal, state, local and foreign tax jurisdictions or from the resolution of various proceedings between the U.S. and foreign tax authorities. We are no longer subject to U.S. federal income tax examination for years through 2004. As of December 31, 2017, we remain subject to federal examinations from 2005 through 2016, state examinations from 2005 through 2016 and foreign examinations of our income tax returns for the years 1996 through 2016.

State income tax returns are generally subject to examination for a period of three to five years after filing the respective return; however, the state effect of any federal tax return changes remains subject to examination by various states for a period generally of up to one year after formal notification to the states. The statute of limitations for the foreign jurisdictions generally ranges from three to ten years after filing the respective tax return.

Note 15: 14: Employee Benefit Plans


We sponsor multiple domestic and international employee benefit plans. Benefitsplans (the "pension plans"), and the benefits are based upon years of service and compensation.


We have a noncontributory retirementThe employee benefit plan in the U.S. (the "Domestic Plan"), which covers certain employees not earning union benefits. This plan was frozen for participant benefit accruals in 1996; therefore, the projected benefit obligation is equal to the accumulated benefit obligation. The plan assets will be used to pay benefits due to employees for service through December 31, 1996. Since employees have not accrued additional benefits from that time, we do not utilize salary or pension inflation assumptions in calculating our benefit obligation for the Domestic Plan. The annual measurement date for the Domestic Plan is December 31.




We also have multipleThe employee benefit plans that covercovering many of our international employees. Theseemployees include: (i) a plan that covers workers in the United Kingdom (the "U.K. Plan"), which was frozen to further service accruals on November 30, 2013;2013 and (ii) a number of smaller plans that cover workers in various countries around the world (the "International Plans"). The annual measurement date for all of these plans is December 31.


We are required to recognize the funded status of our pension plans, which is the difference between the fair value of plan assets and the projected benefit obligations, in our consolidated balance sheets and make corresponding adjustments for changes in the value through accumulated other comprehensive loss,income (loss), net of taxes.


95


The following table presents the projected benefit obligation, the fair value of plan assets, the funded status and the accumulated benefit obligation for the Domestic Plan, the U.K. Plan and the International Plans:

Domestic Plan U.K. Plan International PlansDomestic PlanU.K. PlanInternational Plans
2017 2016 2017 2016 2017 2016201920182019201820192018
(in millions)(in millions)
Change in Projected Benefit Obligation:           Change in Projected Benefit Obligation:
Benefit obligation at beginning of year$381
 $394
 $404
 $391
 $81
 $82
Benefit obligation at beginning of year$357  $384  $375  $443  $83  $86  
Service cost
 
 2
 2
 1
 2
Service cost—  —      
Interest cost12
 13
 10
 12
 1
 2
Interest cost14  12  10     
Actuarial loss16
 1
 4
 87
 3
 2
Prior service cost (credit)(1)
Prior service cost (credit)(1)
—  —  (3)  —  —  
Actuarial loss (gain)Actuarial loss (gain)37  (14) 62  (39)  —  
Settlements and curtailments(1) (2) 
 
 
 (1)Settlements and curtailments(2) (2) —  —  (1) (1) 
Effect of foreign exchange rates
 
 40
 (74) 4
 (1)
Effect of foreign currency exchange ratesEffect of foreign currency exchange rates—  —  13  (25) —  (1) 
Benefits paid(24) (25) (17) (14) (4) (5)Benefits paid(24) (23) (14) (20) (4) (5) 
Benefit obligation at end of year$384
 $381
 $443
 $404
 $86
 $81
Benefit obligation at end of year$382  $357  $445  $375  $87  $83  
           
Change in Plan Assets:           Change in Plan Assets:
Fair value of plan assets at beginning of year$267
 $265
 $336
 $368
 $58
 $60
Fair value of plan assets at beginning of year$274  $306  $340  $386  $63  $65  
Actual return on plan assets, net of expenses43
 11
 24
 42
 6
 1
Actual return on plan assets, net of expenses53  (23) 57  (14)  (1) 
Employer contributions21
 18
 9
 5
 4
 3
Employer contributions17  16   10    
Settlements(1) (2) 
 
 
 (1)Settlements(2) (2) —  —  (1) —  
Effect of foreign exchange rates
 
 34
 (65) 1
 
Effect of foreign currency exchange ratesEffect of foreign currency exchange rates—  —  12  (22) —  —  
Benefits paid(24) (25) (17) (14) (4) (5)Benefits paid(24) (23) (14) (20) (4) (5) 
Fair value of plan assets at end of year306

267
 386

336
 65

58
Fair value of plan assets at end of year318  274  404  340  68  63  
Funded status at end of year (underfunded)(78)
(114) (57)
(68) (21)
(23)Funded status at end of year (underfunded)(64) (83) (41) (35) (19) (20) 
Accumulated benefit obligation$384
 $381
 $443
 $404
 $86
 $81
Accumulated benefit obligation$382  $357  $445  $375  $87  $83  

____________
(1)Relates to U.K. pension equalization requirements.

Amounts recognized in the consolidated balance sheets consisted of the following:

Domestic Plan U.K. Plan International PlansDomestic PlanU.K. PlanInternational Plans
2017 2016 2017 2016 2017 2016201920182019201820192018
(in millions)(in millions)
Other non-current assets$
 $4
 $
 $
 $9
 $6
Other non-current assets$—  $—  $—  $—  $10  $ 
Other liabilities(78) (118) (57) (68) (30) (29)Other liabilities(64) (83) (41) (35) (29) (27) 
Net amount recognized$(78) $(114) $(57) $(68) $(21) $(23)Net amount recognized$(64) $(83) $(41) $(35) $(19) $(20) 


Amounts recognized in accumulated other comprehensive loss consisted of the following:

Domestic PlanU.K. PlanInternational Plans
201920182017201920182017201920182017
(in millions)
Net actuarial loss (gain)$(3) $22  $(15) $29  $(14) $13  $ $ $—  
Prior service cost (credit)(4) (4) (3) (3)  —  —  —  —  
Amortization of net loss(3) (3) (3) (3) (4) (4) (1) (1) —  
Net amount recognized$(10) $15  $(21) $23  $(14) $ $ $ $—  

96

 Domestic Plan U.K. Plan International Plans
 2017 2016 2015 2017 2016 2015 2017 2016 2015
 (in millions)
Net actuarial loss (gain)$(15) $
 $15
 $13
 $41
 $16
 $
 $3
 $1
Prior service credit(3) (3) (4) 
 
 
 
 
 
Amortization of net loss(3) (3) (3) (4) (2) (2) 
 (1) (9)
Net amount recognized$(21) $(6) $8
 $9
 $39
 $14
 $
 $2
 $(8)




The estimated unrecognized net losses and prior service cost and net loss that will be amortized into net periodic pension cost over(credit) during the fiscal year following the indicated year wereended December 31, 2020 are as follows:

 Domestic Plan U.K. Plan International Plans
 2017 2016 2015 2017 2016 2015 2017 2016 2015
 (in millions)
Unrecognized net losses$3
 $2
 $2
 $4
 $4
 $2
 $
 $
 $
Unrecognized prior service cost4
 4
 4
 
 
 
 
 
 
Amount unrecognized$7
 $6
 $6
 $4
 $4
 $2
 $
 $
 $
Domestic PlanU.K. PlanInternational Plans
(in millions)
Unrecognized prior service cost(1)
$ $—  $—  
Unrecognized net loss   
Amount unrecognized$ $ $ 

____________
(1)Unrecognized prior service cost amounts for the U.K. Plan and International Plans are less than $1 million.

The net periodic pension cost (credit) was as follows:

Domestic Plan U.K. Plan International PlansDomestic PlanU.K. PlanInternational Plans
2017 2016 2015 2017 2016 2015 2017 2016 2015201920182017201920182017201920182017
(in millions)(in millions)
Service cost$8
 $8
 $7
 $2
 $2
 $2
 $2
 $3
 $3
Service cost$ $ $ $ $ $ $ $ $ 
Interest cost12
 13
 16
 10
 12
 15
 2
 2
 2
Interest cost14  12  12  10   10     
Expected return on plan assets(19) (19) (19) (19) (22) (25) (3) (3) (4)Expected return on plan assets(19) (19) (19) (19) (21) (19) (3) (3) (3) 
Amortization of prior service cost3
 4
 4
 
 
 
 
 
 
Amortization of prior service cost   —  —  —  —  —  —  
Amortization of net loss3
 3
 3
 4
 2
 2
 
 
 
Amortization of net loss        —  
Settlement losses
 
 
 
 
 
 
 
 10
Net periodic pension cost (credit)$7
 $9
 $11
 $(3) $(6) $(6) $1
 $2
 $11
Net periodic pension cost (credit)$ $ $ $(4) $(5) $(3) $ $ $ 


The weighted-average assumptions used to determine benefit obligations were as follows:

Domestic Plan U.K. Plan International PlansDomestic PlanU.K. PlanInternational Plans
2017 2016 2017 2016 2017 2016201920182019201820192018
Discount rate3.6% 4.0% 2.6% 2.8% 2.4% 3.1%Discount rate3.2 %4.3 %2.1 %3.1 %2.2 %3.3 %
Salary inflationN/A
 N/A
 1.8
 1.9
 2.2
 2.1
Salary inflationN/A  N/A1.6  1.8  2.2  2.2  
Pension inflationN/A
 N/A
 3.0
 3.1
 1.8
 1.7
Pension inflationN/A  N/A2.8  3.0  1.9  1.8  


The weighted-average assumptions used to determine net periodic pension cost (credit) were as follows:

Domestic Plan U.K. Plan International PlansDomestic PlanU.K. PlanInternational Plans
2017 2016 2015 2017 2016 2015 2017 2016 2015201920182017201920182017201920182017
Discount rate4.0% 4.2% 3.9% 2.8% 3.9% 3.8% 3.0% 3.5% 3.3%Discount rate4.3 %3.6 %4.0 %3.1 %2.6 %2.8 %3.1 %2.9 %3.0 %
Expected return on plan assets7.0
 7.3
 7.5
 5.5
 6.5
 6.5
 4.3
 5.4
 5.1
Expected return on plan assets7.0  7.0  7.0  5.5  5.5  5.5  4.3  4.6  4.3  
Salary inflationN/A
 N/A
 N/A
 1.9
 1.7
 1.6
 2.1
 2.1
 2.2
Salary inflationN/AN/AN/A1.8  1.8  1.9  2.2  2.2  2.1  
Pension inflationN/A
 N/A
 N/A
 3.1
 2.8
 2.8
 1.7
 1.6
 1.8
Pension inflationN/AN/AN/A3.0  3.0  3.1  1.8  1.8  1.7  


The investment objectives for the various plans are preservation of capital, current income and long-term growth of capital. All plan assets are managed by outside investment managers and do not include investments in Hilton stock. Asset allocations are reviewed periodically by the investment managers.


Expected long-term returns on plan assets are determined using historical performance for debt and equity securities held by our plans, actual performance of plan assets and current and expected market conditions. Expected returns are formulated based on the target asset allocation. The target asset allocation for the Domestic Plan, as a percentage of total plan assets, as of December 31, 20172019 and 2016,2018, was 80 percent and 65 percent, respectively, in funds that invest in equity securities and 20 percent and 35 percent, respectively, in funds that invest in debt securities. The target asset allocation for the U.K. Plan and the International Plans, as a percentage of total plan assets, as of December 31, 2019 and 2018, was 75 percent and 65 percent in funds that invest in equity and debt securities and 25 percent and 35 percent in bond funds as of December 31, 2017 and 2016, respectively.funds.



97



The following tables present the fair value hierarchy of total plan assets measured at fair value by asset category. Thecategory:

December 31, 2019
Domestic PlanU.K. PlanInternational Plans
(in millions)
Level 1
Cash and cash equivalents$—  $25  $12  
Equity funds—  61   
Bond funds 40  —  
Alternative investments—  169  —  
Level 2
Equity funds—  —   
Bond funds—  —   
Net asset value(1)
Bond funds—  54  —  
Common collective trusts316  —  44  
Other—  55  —  
$318  $404  $68  

December 31, 2018
Domestic PlanU.K. PlanInternational Plans
(in millions)
Level 1
Cash and cash equivalents$—  $34  $11  
Equity funds—  33   
Bond funds—  39  —  
Alternative investments—  140  —  
Level 2
Equity funds—  —   
Bond funds—  —   
Net asset value(1)
Bond funds—  44  —  
Common collective trusts274  —  40  
Other—  50  —  
$274  $340  $63  
____________
(1)Certain investments are measured at net asset value per share as a practical expedient and, therefore, have not been classified in the fair values of Level 2 assets were based on available market pricing information of similar financial instruments.value hierarchy.
 December 31, 2017
 Domestic Plan U.K. Plan International Plans
 Level 1 Level 2 Level 1 Level 2 Level 1 Level 2
 (in millions)
Cash and cash equivalents$
 $
 $
 $
 $11
 $
Equity funds
 
 
 
 
 6
Debt securities
 
 
 
 
 
Bond funds
 
 
 
 
 5
Common collective trusts
 306
 
 386
 
 43
Other
 
 
 
 
 
Total$
 $306
 $
 $386
 $11
 $54

 December 31, 2016
 Domestic Plan U.K. Plan International Plans
 Level 1 Level 2 Level 1 Level 2 Level 1 Level 2
 (in millions)
Cash and cash equivalents$
 $
 $
 $
 $10
 $
Equity funds25
 
 
 
 3
 6
Debt securities1
 62
 
 
 
 
Bond funds
 
 
 
 
 6
Common collective trusts
 139
 
 336
 
 33
Other
 40
 
 
 
 
Total$26
 $241
 $
 $336
 $13
 $45


We expect to contribute approximately $19$13 million, $9$10 million and $4 million to the Domestic Plan, the U.K. Plan and the International Plans, respectively, in 2018.2020.


As of December 31, 2017,2019, the benefits expected to be paid in the next five years and in the aggregate for the five years thereafter were as follows:

Domestic PlanU.K. PlanInternational Plans
Year(in millions)
2020$33  $15  $12  
202127  15   
202227  15   
202326  16   
202426  16   
2025-2029119  83  23  
$258  $160  $56  

98


 Domestic Plan U.K. Plan International Plans
Year(in millions)
2018$33
 $18
 $10
201926
 18
 5
202026
 19
 5
202126
 19
 5
202226
 19
 5
2023-2027121
 102
 26
 $258
 $195
 $56

As ofIn January 1, 2007, the Domestic Plan and plans maintained for certain domestic hotels currently or formerly managed by us were merged into a multiple employer plan. As of December 31, 20172019 and 2016,2018, the multiple employer plan had combined plan assets of $331$345 million and $289$297 million, respectively, and a projected benefit obligation of $409$407 million and $405$380 million, respectively.


We also have plans covering qualifying employees and non-officer directors (the "Supplemental Plans"). Benefits for the Supplemental Plans are based upon years of service and compensation. Since December 31, 1996, employees and non-officer directors have not accrued additional benefits under the Supplemental Plans. These plans are self-funded by us and, therefore, have no plan assets isolated to pay benefits due to employees. As of December 31, 2017 and 2016, these plans had benefit obligations of $15 million and $19 million, respectively, which were fully accrued in other liabilities in our consolidated balance sheets. Expenses incurred under the Supplemental Plans for the years ended December 31, 2017 and 2016 were $1 million and $3 million, respectively, and for the year ended December 31, 2015 were less than $1 million.



We have various employee defined contribution investment plans whereby we contribute matching percentages of employee contributions. The aggregate expense under these plans totaled $15 million, $17 million, $16 million and $18$15 million for the years ended December 31, 2017, 20162019, 2018 and 2015,2017, respectively.


Note 16: 15: Share-Based Compensation


We recognized share-based compensation expense of $121$154 million, $81$127 million and $147$121 million during the years ended December 31, 2019, 2018 and 2017, 2016 and 2015, respectively, which included amounts reimbursed by hotel owners. The total tax benefit recognized related to this share-based compensation expense was $4941 million, $31$42 million and $31$49 million for the years ended December 31, 2019, 2018 and 2017, 2016 and 2015, respectively. Share-based compensation expense for the year ended December 31, 2015 included compensation expense that was recognized when certain remaining awards granted in connection with our initial public offering vested during 2015.respectively. As of December 31, 20172019 and 2016,2018, we accruedcrued $16 million and $15 million, respectively, in accounts payable, accrued expenses and other in our consolidated balance sheets for certain awards settled in cash.


As of December 31, 2017,2019, unrecognized compensation costs for unvested awards waswere approximately $116$122 million, which isare expected to be recognized over a weighted-average period of 1.81.6 years on a straight-line basis. As of December 31, 2017,2019, there were 17,968,73614.2 millionshares of common stock available for future issuance under ourthe Hilton 2017 Omnibus Incentive Plan, plus any shares subject to awards outstanding under ourthe 2013 Omnibus Incentive Plan, which will become available for issuance under ourthe Hilton 2017 Omnibus Incentive Plan as a result ofif such outstanding awards expiringexpire or terminatingare terminated or beingare canceled or forfeited.

All share and share-related information presented for periods prior to January 3, 2017 have been adjusted to reflect the Reverse Stock Split. See Note 1: "Organization" for additional information.

Effect of the Spin-offs on Equity Awards

In connection with the spin-offs, the outstanding share-based compensation awards held by employees transferring to Park and HGV were converted to equity awards in Park and HGV common stock, respectively.

Share-based compensation awards of employees remaining at Hilton were adjusted using a conversion factor in accordance with the anti-dilution provisions of the 2013 Omnibus Incentive Plan with the intent to preserve the intrinsic value of the original awards (the "Conversion Factor"). The adjustments were determined by comparing the fair value of such awards immediately prior to the spin-offs to the fair value of such awards immediately after the spin-offs. The comparison resulted in no incremental share-based compensation expense. Equity awards that were adjusted generally remain subject to the same vesting, expiration and other terms and conditions as applied to the awards immediately prior to the spin-offs.


RSUs


The following table provides information about our RSU grants for the last three fiscal years:

Year Ended December 31,
Year Ended December 31,201920182017
2017 2016 2015(in millions, except per share data)
Number of shares granted1,467,396
 1,169,238
 679,546
Number of shares granted1.0  0.9  1.5  
Weighted average grant date fair value per share$58.80
 $59.73
 $82.38
Weighted average grant date fair value per share$83.47  $79.31  $58.80  
Fair value of shares vested (in millions)$78
 $40
 $90
Aggregate intrinsic value of shares vestedAggregate intrinsic value of shares vested$92  $123  $78  




The following table summarizes the activity of our RSUs during the year ended December 31, 2017:2019:

Number of SharesWeighted Average Grant Date Fair Value per Share
(in millions) 
Outstanding as of December 31, 20182.0  $64.88  
Granted1.0  83.47  
Vested(1.1) 59.90  
Forfeited(0.1) 76.01  
Outstanding as of December 31, 20191.8  77.35  

99

 Number of Shares Weighted Average Grant Date Fair Value per Share
Outstanding as of December 31, 20161,624,541
 $65.24
Conversion from performance shares upon completion of the spin-offs(1)
671,604
 72.42
Effect of the spin-offs(2)
439,113
 57.60
Granted1,467,396
 58.80
Vested(2)
(1,199,987) 51.65
Forfeited(2)
(161,736) 50.33
Outstanding as of December 31, 20172,840,931
 51.44

____________
(1)
Represents all performance shares outstanding as of December 31, 2016.
(2)
The weighted average grant date fair value was adjusted to reflect the Conversion Factor.

Options


The following table provides information about our option grants for the last three fiscal years:

Year Ended December 31,
Year Ended December 31,201920182017
2017 2016 2015(in millions, except per share data)
Number of options granted748,965
 503,150
 309,528
Number of options granted0.8  0.6  0.7  
Weighted average exercise price per share$58.40
 $58.83
 $82.38
Weighted average exercise price per share$83.11  $79.36  $58.40  
Weighted average grant date fair value per share$13.96
 $16.41
 $25.17
Weighted average grant date fair value per share$21.08  $23.72  $13.96  


The weighted average grant date fair value per share of each of these option grants was determined using the Black-Scholes-Merton option-pricing model with the following assumptions:

Year Ended December 31,Year Ended December 31,  
2017 2016 2015201920182017
Expected volatility(1)
24.00% 32.00% 28.00%
Expected volatility(1)
23.51 %27.91 %24.00 %
Dividend yield(2)
0.92% - 1.03%
 1.43% %
Dividend yield(2)
0.81 %0.74 %0.92% - 1.03%
Risk-free rate(3)
1.93% - 2.03%
 1.36% 1.67%
Risk-free rate(3)
2.47 %2.73 %1.93% - 2.03%
Expected term (in years)(4)
6.0
 6.0
 6.0
Expected term (in years)(4)
6.06.06.0
____________
(1)
Estimated using historical movement of Hilton's stock price and, due to limited trading history, historical volatility of our peer group over a time period consistent with our expected term assumption.
(2)
Estimated based on the expected annualized dividend payment at the grant date. For the 2015 options granted, we had no plans to pay dividends during the expected term at the time of grant.
(3)
Based on the yields of U.S. Department of Treasury instruments with similar expected lives.
(4)
Estimated using the average of the vesting periods and the contractual term of the options.

(1)Estimated using historical movement of Hilton's stock price.
(2)For the years ended December 31, 2019 and 2018, estimated based on the quarterly dividend and the three-month average stock price at the date of grant; for the year ended December 31, 2017, estimated based on the expected annualized dividend payment 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 terms of the options.

The following table summarizes the activity of our options during the year ended December 31, 2017:2019:

 Number of Shares Weighted Average Exercise Price per Share
Outstanding as of December 31, 20161,076,031
 $66.83
Effect of the spin-offs(1)
251,145
 57.60
Granted748,965
 58.40
Exercised(1)
(61,888) 46.75
Forfeited or expired(1)
(20,799) 53.47
Outstanding as of December 31, 2017(2)
1,993,454
 51.24
Exercisable as of December 31, 2017(1)(2)
741,798
 48.32
Number of SharesWeighted Average Exercise Price per Share
(in millions) 
Outstanding as of December 31, 20182.4  $58.50  
Granted0.8  83.11  
Exercised(0.4) 52.37  
Outstanding as of December 31, 2019(1)
2.8  65.72  
Exercisable as of December 31, 2019(2)
1.4  53.93  
____________
(1)
The weighted average exercise price was adjusted to reflect
(1)The aggregate intrinsic value was $129 million and the Conversion Factor.
(2)
The aggregate intrinsic value of options outstanding and options exercisable was $57 million and $23 million, respectively, as of December 31, 2017.

The weighted average remaining contractual term for options outstanding as of December 31, 2017 was 8.67 years.

(2)The aggregate intrinsic value was $83 million and the weighted average remaining contractual term was 6 years.



Performance Shares

As of December 31, 2016, we had outstanding performance awards based on a measure of the Company’s total shareholder return relative to the total shareholder returns of members of a peer company group ("relative shareholder return") and based on the Company’s EBITDA CAGR. In November 2016, we modified our performance shares, such that upon completion of the spin-offs, we converted all 671,604 outstanding performance shares to RSUs based on a 100 percent achievement percentage with the same vesting periods as the original awards. We recognized $3.3 million and $0.3 million of incremental expense related to the modification of these awards during the years ended December 31, 2017 and 2016, respectively, and we will recognize additional expense of $2.3 million from the modification in 2018.

During the year ended December 31, 2017, we issued performance shares with 50 percent of the shares subject to achievement based on the Company's EBITDA CAGR and the other 50 percent of the shares subject to achievement based on the Company’s FCF CAGR. The performance shares are settled at the end of the three-year performance period. We determined that the performance condition for these awards is probable of achievement and, as of December 31, 2017, we recognized compensation expense based on the anticipated achievement percentage of 200 percent and 175 percent for the performance awards based on EBITDA CAGR and FCF CAGR, respectively. As of December 31, 2017, there were no outstanding performance shares based on relative shareholder return.


The following table provides information about our performance share grants for the last three fiscal years:

Year Ended December 31,
201920182017
(in millions, except per share data)
EBITDA CAGR:
Number of shares granted0.2  0.2  0.2  
Weighted average grant date fair value per share$83.11  $79.36  $58.40  
FCF CAGR:
Number of shares granted0.2  0.2  0.2  
Weighted average grant date fair value per share$83.11  $79.36  $58.40  

100


 Year Ended December 31,
 2017 2016 2015
EBITDA CAGR:     
Number of shares granted179,006
 300,784
 204,523
Weighted average grant date fair value per share$58.40
 $58.83
 $82.38
Fair value of shares vested (in millions)$
 $12
 $
      
FCF CAGR:     
Number of shares granted178,975
 N/A
 N/A
Weighted average grant date fair value per share$58.40
 N/A
 N/A
Fair value of shares vested (in millions)$
 N/A
 N/A
      
Relative Shareholder Return:     
Number of shares grantedN/A
 300,784
 204,523
Weighted average grant date fair value per shareN/A
 $62.43
 $98.94
Fair value of shares vested (in millions)N/A
 $16
 $
There were no performance shares vested for the year ended December 31, 2019. The aggregate intrinsic value of performance shares vested for the years ended December 31, 2018 and 2017 was less than $1 million.


The following table summarizes the activity of our performance shares during the year ended December 31, 2017:2019:

EBITDA CAGRFCF CAGR
Number of SharesWeighted Average Grant Date Fair Value per ShareNumber of SharesWeighted Average Grant Date Fair Value per Share
(in millions) (in millions) 
Outstanding as of December 31, 20180.4  $69.53  0.4  $69.53  
Granted0.2  83.11  0.2  83.11  
Outstanding as of December 31, 20190.6  74.46  0.6  74.46  

As of December 31, 2019, we determined that the performance conditions for the 2017, 2018 and 2019 performance shares are probable of achievement, and we recognized compensation expense, for both our outstanding EBITDA CAGR and FCF CAGR performance shares, at the maximum achievement percentage for the 2017 and 2018 performance shares and at target for the 2019 performance shares.
 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
Outstanding as of December 31, 2016335,802
 $68.09
 
 N/A
Conversion to RSUs upon completion of the spin-offs(335,802) 68.09
 
 N/A
Granted179,006
 58.40
 178,975
 $58.40
Forfeited or canceled(2,915) 58.02
 (2,914) 58.02
Outstanding as of December 31, 2017176,091
 58.41
 176,061
 58.41

DSUs

DuringIn connection with the spin-offs, we converted previously outstanding performance shares to time-vesting RSUs and recognized incremental expense of $2.3 million and $3.3 million during the years ended December 31, 2017, 20162018 and 2015, we issued to our independent directors 16,638, 11,393 and 6,179 DSUs, respectively, with weighted average grant date fair values of $66.09, $66.12 and $84.96,2017, respectively.




Note 17:16: Earnings (Loss) Per Share


The following table presents the calculation of basic and diluted earnings (loss) per share ("EPS"). All share and per share amounts for the years ended December 31, 2016 and 2015 have been adjusted to reflect the Reverse Stock Split. See Note 1: "Organization" for additional information.:

Year Ended December 31,Year Ended December 31,
2017 2016 2015201920182017
(in millions, except per share amounts)(in millions, except per share amounts)
Basic EPS:     Basic EPS:
Numerator:     Numerator:
Net income (loss) from continuing operations attributable to Hilton stockholders$1,259
 $(18) $876
Net income attributable to Hilton stockholdersNet income attributable to Hilton stockholders$881  $764  $1,084  
Denominator:     Denominator:
Weighted average shares outstanding324
 329
 329
Weighted average shares outstanding287  302324
Basic EPS$3.88

$(0.05)
$2.67
Basic EPS$3.07  $2.53  $3.34  
     
Diluted EPS:     Diluted EPS:
Numerator:     Numerator:
Net income (loss) from continuing operations attributable to Hilton stockholders$1,259
 $(18) $876
Net income attributable to Hilton stockholdersNet income attributable to Hilton stockholders$881  $764  $1,084  
Denominator:     Denominator:
Weighted average shares outstanding327
 329
 330
Weighted average shares outstanding290  305327
Diluted EPS$3.85

$(0.05)
$2.66
Diluted EPS$3.04  $2.50  $3.32  


Approximately 1 million 2 million and less than 1 millionshares related to share-based compensation awards were excluded from the weighted average shares outstanding in the computation of diluted EPS for the years ended December 31, 2017, 20162019, 2018 and 2015, respectively,2017, because their effect would have been anti-dilutive under the treasury stock method.


101


Note 18: 17: Accumulated Other Comprehensive Loss


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

Currency Translation Adjustment(1)
Pension Liability Adjustment  Cash Flow Hedge AdjustmentTotal
Currency Translation Adjustment(1)
 Pension Liability Adjustment Cash Flow Hedge Adjustment Total(in millions) 
(in millions)
Balance as of December 31, 2014$(446) $(179) $(3) $(628)
Other comprehensive loss before reclassifications(150) (21) (7) (178)
Amounts reclassified from accumulated other comprehensive loss16
 6
 
 22
Net current period other comprehensive loss(134) (15) (7) (156)
Balance as of December 31, 2015(580) (194) (10) (784)
Other comprehensive loss before reclassifications(157) (63) (5) (225)
Amounts reclassified from accumulated other comprehensive loss(1) 6
 3
 8
Net current period other comprehensive loss(158) (57) (2) (217)
Balance as of December 31, 2016(738) (251) (12) (1,001)Balance as of December 31, 2016  $(738) $(251) $(12) $(1,001) 
Other comprehensive income before reclassifications160
 15
 7
 182
Other comprehensive income (loss) before reclassificationsOther comprehensive income (loss) before reclassifications161  15  (4) 172  
Amounts reclassified from accumulated other comprehensive loss1
 7
 6
 14
Amounts reclassified from accumulated other comprehensive loss  17  25  
Net current period other comprehensive income161
 22
 13
 196
Net current period other comprehensive income162  22  13  197  
Spin-offs of Park and HGV63
 
 
 63
Spin-offs of Park and HGV63  —  —  63  
Balance as of December 31, 2017$(514) $(229) $1
 $(742)Balance as of December 31, 2017(513) (229)  (741) 
Other comprehensive income (loss) before reclassificationsOther comprehensive income (loss) before reclassifications(70) (18) 17  (71) 
Amounts reclassified from accumulated other comprehensive lossAmounts reclassified from accumulated other comprehensive loss—    14  
Net current period other comprehensive income (loss)Net current period other comprehensive income (loss)(70) (9) 22  (57) 
Cumulative effect of the adoption of ASU 2018-02

Cumulative effect of the adoption of ASU 2018-02

38  (22) —  16  
Balance as of December 31, 2018Balance as of December 31, 2018(545) (260) 23  (782) 
Other comprehensive loss before reclassificationsOther comprehensive loss before reclassifications(5) (17) (35) (57) 
Amounts reclassified from accumulated other comprehensive lossAmounts reclassified from accumulated other comprehensive loss  (10) (1) 
Net current period other comprehensive lossNet current period other comprehensive loss(4) (9) (45) (58) 
Balance as of December 31, 2019Balance as of December 31, 2019$(549) $(269) $(22) $(840) 
____________
(1)
Includes net investment hedges and intra-entity foreign currency transactions that are of a long-term investment nature.

(1)Includes net investment hedges and intra-entity foreign currency transactions that are of a long-term investment nature.



102


The following table presents additional information about reclassifications out of accumulated other comprehensive loss (amountsloss; amounts in parentheses indicate a losslosses in our consolidated statementstatements of operations):operations:

Year Ended December 31,Year Ended December 31,
2017 2016 2015201920182017
(in millions)(in millions)
Currency translation adjustment:     Currency translation adjustment:
Sale or liquidation of investment in foreign entity(1)
$(2) $
 $(25)
Gains on net investment hedges(2)
1
 1
 
Tax benefit(3)(4)

 
 9
Liquidation of investments in foreign entities(1)
Liquidation of investments in foreign entities(1)
$(1) $—  $(1) 
Total currency translation adjustment reclassifications for the period, net of taxes(1) 1
 (16)Total currency translation adjustment reclassifications for the period, net of taxes(1) —  (1) 
Pension liability adjustment:     Pension liability adjustment:
Amortization of prior service cost(5)
(3) (4) (4)
Amortization of net loss(5)
(7) (5) (5)
Amortization of prior service cost(2)
Amortization of prior service cost(2)
(4) (3) (3) 
Amortization of net loss(2)
Amortization of net loss(2)
(7) (8) (7) 
Tax benefit(3)
3
 3
 3
Tax benefit(3)
   
Total pension liability adjustment reclassifications for the period, net of taxes(7) (6) (6)Total pension liability adjustment reclassifications for the period, net of taxes(8) (9) (7) 
Cash flow hedge adjustment:     Cash flow hedge adjustment:
Dedesignation of interest rate swaps(6)
(10) (4) 
Tax benefit(3)
4
 1
 
Interest rate swaps(4)
Interest rate swaps(4)
10  (6) (26) 
Forward contracts(5)
Forward contracts(5)
 —  —  
Tax benefit (expense)(3)
Tax benefit (expense)(3)
(2)   
Total cash flow hedge adjustment reclassifications for the period, net of taxes(6) (3) 
Total cash flow hedge adjustment reclassifications for the period, net of taxes10  (5) (17) 
Total reclassifications for the period, net of taxes$(14) $(8) $(22)Total reclassifications for the period, net of taxes$ $(14) $(25) 
____________
(1)
Reclassified out of accumulated other comprehensive loss to gain (loss) on foreign currency transactions and gain on sales of assets, net in our consolidated statements of operations for the years ended December 31, 2017 and 2015, respectively.
(2)
Reclassified out of accumulated other comprehensive loss to gain (loss) on foreign currency transactions in our consolidated statements of operations.
(3)
Reclassified out of accumulated other comprehensive loss to income tax benefit (expense) in our consolidated statements of operations.
(4)
The tax benefit was less than $1 million for the years ended December 31, 2017 and 2016.
(5)
Reclassified out of accumulated other comprehensive loss to general and administrative expenses in our consolidated statements of operations. These amounts were included in the computation of net periodic pension cost. See Note 15: "Employee Benefit Plans" for additional information.
(6)
Reclassified out of accumulated other comprehensive loss to interest expense in our consolidated statements of operations. Refer to Note 11: "Derivative Instruments and Hedging Activities" for additional information.

(1)Amounts are net of gains on the related net investment hedges and were reclassified to gain (loss) on foreign currency transactions in our consolidated statements of operations upon liquidation of the related entities for the years ended December 31, 2019 and 2017. The related tax benefits reclassified to income tax benefit (expense) in our consolidated statements of operations for the years ended December 31, 2019 and 2017 were less than $1 million.
(2)Reclassified to other non-operating income, net in our consolidated statements of operations.
(3)Reclassified to income tax benefit (expense) in our consolidated statements of operations.
(4)Reclassified to interest expense in our consolidated statements of operations.
(5)Reclassified to franchise and licensing fees, base and other management fees and other revenues from managed and franchised properties in our consolidated statements of operations. The amounts for the years ended December 31, 2018 and 2017 were less than $1 million.

Note 19: 18: Business Segments


We are a hospitality company with operations organized in two2 distinct operating segments: (i) management and franchise;franchise and (ii) ownership. These segments are managed and reported separately because of their distinct economic characteristics.


The management and franchise segment includes all of the hotels we manage for third-party owners, as well as all franchised hotels operated or managed by someone other than us. As of December 31, 2017,2019, this segment included 656703 managed hotels and 4,5075,287 franchised hotels consisting of 825,808942,307 total rooms, which includes 67 hotels with 35,406 rooms that were previously owned or leased by Hilton or unconsolidated affiliates of Hilton and, upon completion of the spin-offs, were owned or leased by Park or unconsolidated affiliates of Park.rooms. This segment also earns licensing fees from HGV and strategic partnerships for the right to use certain Hilton marks and IP, as well as fees for managing properties in our ownership segment and, effective upon completion of the spin-offs, a license fee from HGV.segment.


As of December 31, 2017,2019, the ownership segment included 7365 properties totaling 22,20620,557 rooms, comprising 6457 hotels that we wholly owned or leased, one1 hotel owned by a consolidated non-wholly owned entity, two2 hotels leased by consolidated VIEs and six5 hotels owned or leased by unconsolidated affiliates.


The performance of our operating segments is evaluated primarily on operating income, without allocating corporate and other revenues and other expenses or general and administrative expenses.



103



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

Year Ended December 31,
Year Ended December 31,201920182017
2017 2016 2015(in millions) 
(in millions)
Management and franchise(1)
$1,983
 $1,580
 $1,496
Franchise and licensing fees Franchise and licensing fees  $1,691  $1,537  $1,326  
Base and other management fees(1)
Base and other management fees(1)
394  385  379  
Incentive management fees Incentive management fees  230  235  222  
Management and franchise Management and franchise  2,315  2,157  1,927  
Ownership1,450
 1,452
 1,596
Ownership  1,422  1,484  1,432  
Segment revenues3,433
 3,032
 3,092
Segment revenues3,737  3,641  3,359  
Amortization of contract acquisition costsAmortization of contract acquisition costs(29) (27) (17) 
Other revenues105
 82
 71
Other revenues101  98  105  
Other revenues from managed and franchised properties5,645
 4,310
 4,011
Direct reimbursements from managed and franchised properties(2)
Direct reimbursements from managed and franchised properties(2)
3,110  2,881  2,572  
Indirect reimbursements from managed and franchised properties(2)
Indirect reimbursements from managed and franchised properties(2)
2,576  2,357  2,155  
Intersegment fees elimination(1)
(43) (42) (41)
Intersegment fees elimination(1)
(43) (44) (43) 
Total revenues$9,140
 $7,382
 $7,133
Total revenues$9,452  $8,906  $8,131  
____________
(1)
Includes management, royalty and intellectual property fees charged to our ownership segment, which were eliminated in our consolidated statements of operations.

(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.

The following table presents operating income for our reportable segments, reconciled to consolidated income from continuing operations before income taxes:

Year Ended December 31,Year Ended December 31,
2017 2016 2015201920182017
(in millions)(in millions) 
Management and franchise(1)
$1,983
 $1,580
 $1,496
Management and franchise(1)
$2,315  $2,157  $1,927  
Ownership(1)
121
 115
 141
Ownership(1)
125  108  120  
Segment operating income2,104
 1,695
 1,637
Segment operating income  2,440  2,265  2,047  
Amortization of contract acquisition costsAmortization of contract acquisition costs(29) (27) (17) 
Other revenues, less other expenses49
 16
 22
Other revenues, less other expenses29  47  49  
Net other expenses from managed and franchised propertiesNet other expenses from managed and franchised properties(77) (85) (172) 
Depreciation and amortization(347) (364) (385)Depreciation and amortization(346) (325) (336) 
General and administrative(434) (403) (537)General and administrative(441) (443) (439) 
Gain on sales of assets, net
 8
 163
Gain on sale of assets, netGain on sale of assets, net81  —  —  
Operating income1,372
 952
 900
Operating income1,657  1,432  1,132  
Interest expense(408) (394) (377)Interest expense  (414) (371) (351) 
Gain (loss) on foreign currency transactions3
 (16) (41)Gain (loss) on foreign currency transactions(2) (11)  
Loss on debt extinguishment(60) 
 
Loss on debt extinguishment—  —  (60) 
Other non-operating income, net23
 14
 51
Other non-operating income, net 28  29  
Income from continuing operations before income taxes$930
 $556
 $533
Income before income taxesIncome before income taxes$1,244  $1,078  $753  
____________
(1)
Includes management, royalty and intellectual property fees charged to our ownership segment by our management and franchise segment, which were eliminated in our consolidated financial statements.

(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.

The following table presents total assets for our reportable segments, reconciled to consolidated assets of continuing operations:amounts:

December 31,
20192018
(in millions) 
Management and franchise  $11,455  $11,362  
Ownership  1,610  927  
Corporate and other1,892  1,706  
$14,957  $13,995  

104

 December 31,
 2017 2016
 (in millions)
Management and franchise$11,454
 $10,825
Ownership964
 1,032
Corporate and other1,890
 2,529
 $14,308
 $14,386


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

Year Ended December 31,Year Ended December 31,
2017 2016 2015201920182017
(in millions)(in millions) 
Ownership$32
 $45
 $52
Ownership$38  $42  $32  
Corporate and other26

17
 15
Corporate and other43  30  26  
$58

$62

$67
$81  $72  $58  




Total revenues by country were as follows:

Year Ended December 31,Year Ended December 31,
2017 2016 2015201920182017
(in millions)(in millions) 
U.S.$7,033
 $5,315
 $4,935
U.S.$7,423  $6,848  $6,046  
United Kingdom547
 955
 1,017
All other1,560
 1,112
 1,181
All other2,029  2,058  2,085  
$9,140
 $7,382
 $7,133
$9,452  $8,906  $8,131  


Other than the countries included above,U.S., there were no countries that individually represented more than 10 percent of total revenues for the years ended December 31, 2017, 20162019, 2018 and 2015.2017.


Property and equipment, net by country was as follows:
December 31,
20192018
(in millions) 
U.S.  $145  $109  
United Kingdom84  75  
Japan71  106  
Germany38  40  
All other42  37  
$380  $367  
 December 31,
 2017 2016
 (in millions)
U.S.$105
 $92
Japan94
 87
United Kingdom82
 79
Germany36
 35
All other36
 48
 $353
 $341


Other than the countries included above, there were no countries that individually represented more than 10 percent of total property and equipment, net as of December 31, 20172019 and 2016.2018.


Note 20: 19: Commitments and Contingencies


We provide performance guarantees to certain owners of hotels that we operate under management contracts. Most of these guarantees allow us to terminate the contract, rather than fund shortfalls, if specified operating performance levels are not achieved. However, in limited cases, we are obligated to fund performance shortfalls. As of December 31, 2017,2019, we had six contracts containing4 performance guarantees, with expirations ranging from 20192023 to 2030,2039, and possible cash outlays totaling approximately $79$20 million. Our obligations under these guarantees in future periods are dependent on the operating performance levelslevel of these hotelsthe related hotel over the remaining termsterm of the performance guarantee. As of December 31, 2019 and 2018, we accrued current liabilities of $3 million and $12 million, respectively, for 1 performance guarantee related to a hotel owned by a VIE for which we were not the primary beneficiary. The performance guarantee period for the contract for which amounts have been accrued ended on December 31, 2019. We may enter into new contracts containing performance guarantees in the future, which could increase our possible cash outlays. We do not have any letters of credit pledged as collateral against our performance guarantees.

As of December 31, 2019, we guaranteed 2 loans for 3 hotels that we franchise or will franchise for a total of $30 million. One of the loans has an initial maturity date in 2022 with two one-year extension options and the other loan will mature in 2023. Although we believe it is unlikely that material payments will be required under these guarantees, there can be no assurance that this will be the case. We do not have any letters of credit pledged as collateral against these guarantees. As of December 31, 2017 and 2016, we recorded $12 million and $11 million, respectively,

We hold interests in accounts payable, accrued expenses and other and $9 million and $17 million, respectively, in other liabilities in our consolidated balance sheets for two outstanding performance guarantees that are related to VIEs, for which we are not the primary beneficiary.beneficiary, that have entered into loan agreements with third parties. Under the terms of our contractual arrangements with certain of these VIEs, we may provide financial support to such

105


entities under specified circumstances, including default of such a VIE under a third-party loan agreement, and may have the option to acquire a controlling financial interest in such an entity at a predetermined amount. In a circumstance that we provide financial support or exercise our option to acquire an additional interest in a VIE, we may be required to reassess whether we are the primary beneficiary of the VIE. If we determine that we are the primary beneficiary of the VIE, we would be required to consolidate the total assets, liabilities and results of operations of the VIE, which may be material upon consolidation.

We have entered into agreements with owners of certain hotels that we currently manage or will franchise to finance capital expenditures at the hotels. As of December 31, 2019, we had remaining possible cash outlays of approximately $13 million, which we expect to fund in 2020.

We receive fees from managed and franchised properties to operate our marketing, sales and brand programs on behalf of
hotel owners. As of December 31, 2019 and 2018, we had collected an aggregate of $350 million and $375 million in excess of amounts expended, respectively, across all programs.

We are involved in litigationvarious claims and lawsuits arising in the normalordinary course of business, some of which includesinclude claims for substantial sums. While the ultimate results of claims and litigation cannot be predicted with certainty, we expect that the ultimate resolution of all pending or threatened claims and litigation as of December 31, 20172019 will not have a material adverse effect on our consolidated financial position, results of operations or cash flows.




Note 21:20: Related Party Transactions


Equity Investments


We hold unconsolidated equity investments in entities that own or lease properties that we manage. The following tables summarize amountsAmounts included in our consolidated financial statements of operations for the years ended December 31, 2019, 2018 and 2017 related to these management contracts:contracts primarily included: (i) management and franchise fees of $9 million, $10 million and $10 million, respectively; (ii) other revenues from managed and franchised properties of $12 million, $22 million and $22 million, respectively; and (iii) other expenses from managed and franchised properties of $12 million, $22 million and $22 million, respectively. Our consolidated balance sheet as of December 31, 2018 primarily included $19 million, of management and franchise contracts, net, related to one of the management contracts.
 December 31,
 2017 2016
 (in millions)
Balance Sheets   
Assets:   
Accounts receivable, net$2
 $4
Management and franchise contracts, net20
 20
    
Liabilities:   
Accounts payable, accrued expenses and other1
 1
 Year Ended December 31,
 2017 2016 2015
 (in millions)
Statements of Operations     
Revenues:     
Franchise fees$1
 $1
 $1
Base and other management fees6
 8
 6
Incentive management fees3
 4
 2
Other revenues from managed and franchised properties22
 21
 31
      
Expenses:     
Other expenses from managed and franchised properties22
 21
 31
      
Statements of Cash Flows     
Investing Activities:     
Contract acquisition costs
 
 4


Blackstone


Blackstone directly and indirectly owns or controls hotels that we manage or franchise and for which we receive fees in connection with the related management and franchise contracts. Our maximum exposure to loss related to these hotels is limited to the amounts discussed below; therefore, our involvement with these hotels does not expose us to additional variability or riskAs a result of loss. Due to continuedtheir sales of the Company'sHilton common stock, Blackstone was no longer considered a related party of the CompanyHilton as of October 1, 2017. As such, only financial information related to Blackstone as of December 31, 2016 and forFor the nine months ended September 30, 2017 and the yearsyear ended December 31, 2016 and 2015 is included in the following tables, which summarize2017, amounts included in our consolidated financial statementsstatement of operations related to theirthese management and franchise contracts:contracts, for the period of time Blackstone was considered a related party, included: (i) management and franchise fees of $24 million; (ii) other revenues from managed and franchised properties of $113 million; and (iii) other expenses from managed and franchised properties of $113 million. Additionally, our consolidated statements of cash flows included $11 million of contract acquisition costs related to these management and franchise contracts for the year ended December 31, 2017.

 December 31,
 2016
 (in millions)
Balance Sheets 
Assets: 
Accounts receivable, net$18
Management and franchise contracts, net13
  
Liabilities: 
Accounts payable, accrued expenses and other8


 Year Ended December 31,
 
2017(1)
 2016 2015
 (in millions)
Statements of Operations     
Revenues:     
Franchise fees$19
 $29
 $34
Base and other management fees5
 10
 11
Incentive management fees1
 3
 3
Other revenues from managed and franchised properties113
 144
 160
      
Expenses:     
Other expenses from managed and franchised properties113
 144
 160
      
Statements of Cash Flows     
Investing Activities:     
Contract acquisition costs11
 
 
____________
(1)
Includes amounts only for the nine months ended September 30, 2017, the period in 2017 during which Blackstone was a related party of the Company.

Note 22:21: Supplemental Disclosures of Cash Flow Information


Interest paid during the years ended December 31, 2019, 2018 and 2017 2016was $360 million, $330 million and 2015, was $314 million, $478 million and $485 million, respectively.


Income taxes, net of refunds, paid during the years ended December 31, 2019, 2018 and2017 2016 and 2015 were $526363 million, $677$288 million and $475$526 million, respectively.

The following non-cash investing and financing activities were excluded from the consolidated statements of cash flows:


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.

In 2015, we assumed a $450 million loan as a result of an acquisition for Park.

In 2015, one ofspin-offs were excluded from our consolidated VIEs modified the termsstatements of its capital lease resulting in a reduction in long-term debtcash flows.

Refer to Note 12: "Leases" for supplemental disclosures of $24 million.cash flow information related to operating and finance leases.





106


Note 23:22: Condensed Consolidating Guarantor Financial Information


In October 2013, Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. (the(together, the "HWF Issuers"), entities thatwhich are 100 percent owned by Hilton Worldwide Parent LLC ("HWP"), which is 100 percent owned by the Parent, issued the 20212025 Senior Notes and the 2027 Senior Notes. In September 2016, Hilton Domestic Operating Company Inc. ("HOC"), an entity incorporated in July 2016 thatwhich is 100 percent owned by Hilton Worldwide Finance LLC, and is a guarantor of the 2021 Senior Notes, 2025 Senior Notes and 2027 Senior Notes, assumed the 2024 Senior Notes that were issued in August 2016 by escrow issuers. In March 2017, the HWF Issuers, which are guarantors of the 2024 Senior Notes, issued the 20252026 Senior Notes and, 2027 Senior Notes, and usedin June 2019, issued the net proceeds and available cash to repay in full the 2021 Senior Notes. The 2024 Senior Notes, 2025 Senior Notes and 2027 Senior Notes are collectively referred to as the2030 Senior Notes. The HWF Issuers and HOC are collectively referred to as the Subsidiary Issuers.


The Senior Notes are guaranteed jointly and severally on a senior unsecured basis by HWP, the Parent, HWP and certainsubstantially all of the Parent's 100 percentdirect and indirect wholly owned domestic restricted subsidiaries that are themselves not issuers of the applicable series of Senior Notes (together, the "Guarantors''). The indentures that govern the Senior Notes provide that any subsidiary of the Company that provides a guarantee of our senior secured credit facilityfacilities will guarantee the Senior Notes. Additionally, the HWF Issuers are guarantors of the 2024 Senior Notes, the 2026 Senior Notes and the 2030 Senior Notes, and HOC is a guarantor of the 2025 Senior Notes and the 2027 Senior Notes. As of December 31, 2017,2019, none of our foreign subsidiaries or U.S. subsidiaries owned by foreign subsidiaries or conducting foreign operations or our non-wholly owned subsidiaries guaranteeguaranteed the Senior Notes (collectively, the "Non-Guarantors").



In September 2016, certain employees, assets and liabilities of a guarantor subsidiary were transferred into HOC. This transfer was considered to be a transfer of assets rather than a transfer of a business. Accordingly, we have separately presented HOC as a subsidiary issuer in our condensed consolidating financial information prospectively from the date of the transfer. Due to the timing of the transfer, our condensed consolidating statements of operations include the results of operations of HOC beginning October 1, 2016.

In connection with the spin-offs, certain entities that were previously guarantors of the 2021 Senior Notes and 2024 Senior Notes were released and no longer guaranteed these senior notes. The condensed consolidating financial information presents the financial information based on the composition of the Guarantors and Non-Guarantors as of December 31, 2017.


The guarantees are full and unconditional, subject to certain customary release provisions. The indentures that govern the Senior Notes provide that any Guarantor may be released from its guarantee so long as: (i) the subsidiary is sold or sells all of its assets; (ii) the subsidiary is released from its guaranty under our senior secured credit facility;facilities; (iii) the subsidiary is declared "unrestricted" for covenant purposes; (iv) the subsidiary is merged with or into the applicable Subsidiary Issuers or another Guarantor or the Guarantor liquidates after transferring all of its assets to the applicable Subsidiary Issuers or another Guarantor; or (v) the requirements for legal defeasance or covenant defeasance or to discharge the indenture have been satisfied, in each case in compliance with applicable provisions of the indentures.


Subsequent to December 31, 2019, we intend to merge the HWF Issuers with and into HOC, with HOC as the surviving entity.

The following tables present the condensed consolidating financial information as of December 31, 20172019 and 20162018 and for the years ended December 31, 2017, 20162019, 2018 and 2015,2017, for the Parent, HWF Issuers, HOC, Guarantors and Non-Guarantors. The condensed consolidating financial information presents the financial information for all periods based on the composition of the Guarantors as of December 31, 2019.




107


December 31, 2017December 31, 2019
Parent HWF Issuers HOC Guarantors Non-Guarantors Eliminations TotalParentHWF IssuersHOCGuarantorsNon-GuarantorsEliminationsTotal
(in millions)(in millions)
ASSETS             ASSETS
Current Assets:             Current Assets:
Cash and cash equivalents$
 $
 $2
 $18
 $550
 $
 $570
Cash and cash equivalents$—  $—  $ $10  $527  $—  $538  
Restricted cash and cash equivalents
 
 61
 10
 29
 
 100
Restricted cash and cash equivalents—  —  36  21  35  —  92  
Accounts receivable, net
 
 21
 702
 275
 
 998
Accounts receivable, net—  —  26  897  338  —  1,261  
Intercompany receivables
 
 
 
 40
 (40) 
Intercompany receivables—  —  —  —  40  (40) —  
Prepaid expenses
 
 6
 24
 84
 (3) 111
Prepaid expenses—  —  43  40  52  (5) 130  
Income taxes receivable
 
 
 60
 
 (24) 36
Other
 
 1
 15
 155
 
 171
Other—    39  54  (23) 72  
Total current assets
 
 91
 829
 1,133
 (67) 1,986
Total current assets—   107  1,007  1,046  (68) 2,093  
Intangibles and Other Assets:             Intangibles and Other Assets:
Investments in subsidiaries2,081
 7,451
 8,713
 2,081
 
 (20,326) 
Investments in subsidiaries(468) 3,846  7,645  (468) —  (10,555) —  
Goodwill
 
 
 3,824
 1,366
 
 5,190
Goodwill—  —  —  3,824  1,335  —  5,159  
Brands
 
 
 4,405
 485
 
 4,890
Brands—  —  —  4,405  472  —  4,877  
Management and franchise contracts, net
 
 2
 634
 273
 
 909
Management and franchise contracts, net—  —   448  331  —  780  
Other intangible assets, net
 
 1
 283
 149
 
 433
Other intangible assets, net—  —  —  306  115  —  421  
Operating lease right-of-use assetsOperating lease right-of-use assets—  —  31   828  —  867  
Property and equipment, net
 
 20
 67
 266
 
 353
Property and equipment, net—  —  62  68  250  —  380  
Deferred income tax assets6
 
 105
 
 124
 (122) 113
Deferred income tax assets  96  —  129  (135) 100  
Other
 20
 31
 183
 200
 
 434
Other—  11  38  49  182  —  280  
Total intangibles and other assets2,087
 7,471
 8,872
 11,477
 2,863
 (20,448) 12,322
Total intangibles and other assets(465) 3,864  7,873  8,640  3,642  (10,690) 12,864  
TOTAL ASSETS$2,087
 $7,471
 $8,963
 $12,306
 $3,996
 $(20,515) $14,308
TOTAL ASSETS$(465) $3,865  $7,980  $9,647  $4,688  $(10,758) $14,957  
LIABILITIES AND EQUITY             
LIABILITIES AND EQUITY (DEFICIT)LIABILITIES AND EQUITY (DEFICIT)
Current Liabilities:             Current Liabilities:
Accounts payable, accrued expenses and other$15
 $20
 $256
 $1,229
 $633
 $(3) $2,150
Accounts payable, accrued expenses and other$17  $21  $277  $695  $715  $(22) $1,703  
Current maturities of long-term debtCurrent maturities of long-term debt—  —  19  —  18  —  37  
Current portion of deferred revenuesCurrent portion of deferred revenues—  —  107  218  13  (6) 332  
Intercompany payables
 
 40
 
 
 (40) 
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 programCurrent portion of liability for guest loyalty program—  —  —  799  —  —  799  
Total current liabilities15
 52
 296
 1,229
 683
 (67) 2,208
Total current liabilities17  21  443  1,712  746  (68) 2,871  
Long-term debt
 5,333
 983
 
 240
 
 6,556
Long-term debt—  4,274  3,472  —  210  —  7,956  
Operating lease liabilitiesOperating lease liabilities—  —  37   995  —  1,037  
Deferred revenues
 
 
 97
 
 
 97
Deferred revenues—  —  —  755  72  —  827  
Deferred income tax liabilities
 5
 
 1,180
 
 (122) 1,063
Deferred income tax liabilities—  —  —  930  —  (135) 795  
Liability for guest loyalty program
 
 
 839
 
 
 839
Liability for guest loyalty program—  —  —  1,060  —  —  1,060  
Other
 
 233
 581
 656
 
 1,470
Other—  38  182  82  581  —  883  
Total liabilities15
 5,390
 1,512
 3,926
 1,579
 (189) 12,233
Total liabilities17  4,333  4,134  4,544  2,604  (203) 15,429  
Equity:             
Total Hilton stockholders' equity2,072
 2,081
 7,451
 8,380
 2,414
 (20,326) 2,072
Equity (Deficit):Equity (Deficit):
Total Hilton stockholders' equity (deficit)Total Hilton stockholders' equity (deficit)(482) (468) 3,846  5,103  2,074  (10,555) (482) 
Noncontrolling interests
 
 
 
 3
 
 3
Noncontrolling interests—  —  —  —  10  —  10  
Total equity2,072
 2,081
 7,451
 8,380
 2,417
 (20,326) 2,075
TOTAL LIABILITIES AND EQUITY$2,087
 $7,471
 $8,963
 $12,306
 $3,996
 $(20,515) $14,308
Total equity (deficit)Total equity (deficit)(482) (468) 3,846  5,103  2,084  (10,555) (472) 
TOTAL LIABILITIES AND EQUITY (DEFICIT)TOTAL LIABILITIES AND EQUITY (DEFICIT)$(465) $3,865  $7,980  $9,647  $4,688  $(10,758) $14,957  






108


December 31, 2016December 31, 2018
Parent HWF Issuers HOC Guarantors��Non-Guarantors Eliminations TotalParentHWF IssuersHOCGuarantorsNon-GuarantorsEliminationsTotal
(in millions)(in millions)
ASSETS             ASSETS
Current Assets:             Current Assets:
Cash and cash equivalents$
 $
 $3
 $22
 $1,037
 $
 $1,062
Cash and cash equivalents$—  $—  $ $17  $383  $—  $403  
Restricted cash and cash equivalents
 
 87
 9
 25
 
 121
Restricted cash and cash equivalents—  —  34  15  32  —  81  
Accounts receivable, net
 
 7
 484
 264
 
 755
Accounts receivable, net—  —  10  735  405  —  1,150  
Intercompany receivables
 
 
 
 42
 (42) 
Intercompany receivables—  —  —  —  40  (40) —  
Prepaid expenses
 
 6
 21
 65
 (3) 89
Prepaid expenses—  —  52  37  80  (9) 160  
Income taxes receivable
 
 
 30
 
 (17) 13
Other
 
 1
 5
 33
 
 39
Other—    36  154  (3) 189  
Current assets of discontinued operations
 
 
 
 1,502
 (24) 1,478
Total current assets
 
 104
 571
 2,968
 (86) 3,557
Total current assets—   100  840  1,094  (52) 1,983  
Intangibles and Other Assets:             Intangibles and Other Assets:
Investments in subsidiaries5,889
 11,300
 12,583
 5,889
 
 (35,661) 
Investments in subsidiaries557  5,131  7,930  557  —  (14,175) —  
Goodwill
 
 
 3,824
 1,394
 
 5,218
Goodwill—  —  —  3,824  1,336  —  5,160  
Brands
 
 
 4,404
 444
 
 4,848
Brands—  —  —  4,404  465  —  4,869  
Management and franchise contracts, net
 
 
 716
 247
 
 963
Management and franchise contracts, net—  —  —  556  316  —  872  
Other intangible assets, net
 
 1
 296
 150
 
 447
Other intangible assets, net—  —  —  287  128  —  415  
Property and equipment, net
 
 12
 62
 267
 
 341
Property and equipment, net—  —  27  65  275  —  367  
Deferred income tax assets10
 2
 167
 
 82
 (179) 82
Deferred income tax assets —  94  —  90  (98) 90  
Other
 12
 30
 213
 153
 
 408
Other—  23  33  22  161  —  239  
Non-current assets of discontinued operations
 
 
 12
 10,345
 (10) 10,347
Total intangibles and other assets5,899
 11,314
 12,793
 15,416
 13,082
 (35,850) 22,654
Total intangibles and other assets561  5,154  8,084  9,715  2,771  (14,273) 12,012  
TOTAL ASSETS$5,899
 $11,314
 $12,897
 $15,987
 $16,050
 $(35,936) $26,211
TOTAL ASSETS$561  $5,155  $8,184  $10,555  $3,865  $(14,325) $13,995  
LIABILITIES AND EQUITY             LIABILITIES AND EQUITY
Current Liabilities:             Current Liabilities:
Accounts payable, accrued expenses and other$
 $26
 $293
 $1,091
 $414
 $(3) $1,821
Accounts payable, accrued expenses and other$10  $19  $229  $529  $765  $(3) $1,549  
Current maturities of long-term debtCurrent maturities of long-term debt—  —  —  —  16  —  16  
Current portion of deferred revenuesCurrent portion of deferred revenues—  —  106  239  14  (9) 350  
Intercompany payables
 
 42
 
 
 (42) 
Intercompany payables—  —  40  —  —  (40) —  
Current maturities of long-term debt
 26
 
 
 7
 
 33
Income taxes payable
 
 
 
 73
 (17) 56
Current liabilities of discontinued operations
 
 
 77
 721
 (24) 774
Current portion of liability for guest loyalty programCurrent portion of liability for guest loyalty program—  —  —  700  —  —  700  
Total current liabilities
 52
 335
 1,168
 1,215
 (86) 2,684
Total current liabilities10  19  375  1,468  795  (52) 2,615  
Long-term debt
 5,361
 981
 
 241
 
 6,583
Long-term debt—  4,573  2,467  —  226  —  7,266  
Deferred revenues
 
 
 42
 
 
 42
Deferred revenues—  —  —  762  64  —  826  
Deferred income tax liabilities
 
 
 1,919
 38
 (179) 1,778
Deferred income tax liabilities—   —  962  28  (98) 898  
Liability for guest loyalty program
 
 
 889
 
 
 889
Liability for guest loyalty program—  —  —  969  —  —  969  
Other
 12
 277
 490
 713
 
 1,492
Other—  —  211  93  559  —  863  
Non-current liabilities of discontinued operations
 
 4
 
 6,900
 (10) 6,894
Total liabilities
 5,425
 1,597
 4,508
 9,107
 (275) 20,362
Total liabilities10  4,598  3,053  4,254  1,672  (150) 13,437  
Equity:             Equity:
Total Hilton stockholders' equity5,899
 5,889
 11,300
 11,479
 6,993
 (35,661) 5,899
Total Hilton stockholders' equity551  557  5,131  6,301  2,186  (14,175) 551  
Noncontrolling interests
 
 
 
 (50) 
 (50)Noncontrolling interests—  —  —  —   —   
Total equity5,899
 5,889
 11,300
 11,479
 6,943
 (35,661) 5,849
Total equity551  557  5,131  6,301  2,193  (14,175) 558  
TOTAL LIABILITIES AND EQUITY$5,899
 $11,314
 $12,897
 $15,987
 $16,050
 $(35,936) $26,211
TOTAL LIABILITIES AND EQUITY$561  $5,155  $8,184  $10,555  $3,865  $(14,325) $13,995  






109


Year Ended December 31, 2017Year Ended December 31, 2019  
Parent HWF Issuers HOC Guarantors Non-Guarantors Eliminations TotalParentHWF IssuersHOCGuarantorsNon-GuarantorsEliminationsTotal
(in millions)(in millions)
Revenues             Revenues
Franchise fees$
 $
 $143
 $1,127
 $129
 $(17) $1,382
Franchise and licensing feesFranchise and licensing fees$—  $—  $275  $1,268  $156  $(18) $1,681  
Base and other management fees
 
 1
 201
 134
 
 336
Base and other management fees—  —   207  124  —  332  
Incentive management fees
 
 
 76
 146
 
 222
Incentive management fees—  —  —  77  153  —  230  
Owned and leased hotels
 
 
 
 1,450
 
 1,450
Owned and leased hotels—  —  —  —  1,422  —  1,422  
Other revenues
 
 31
 70
 11
 (7) 105
Other revenues—  —   82  16  —  101  

 
 175
 1,474
 1,870
 (24) 3,495
—  —  279  1,634  1,871  (18) 3,766  
Other revenues from managed and franchised properties
 
 154
 4,893
 598
 
 5,645
Other revenues from managed and franchised properties—  —  320  4,768  598  —  5,686  
Total revenues
 
 329
 6,367
 2,468
 (24) 9,140
Total revenues—  —  599  6,402  2,469  (18) 9,452  
             
Expenses             Expenses
Owned and leased hotels
 
 
 
 1,286
 
 1,286
Owned and leased hotels—  —  —  —  1,254  —  1,254  
Depreciation and amortization
 
 5
 247
 95
 
 347
Depreciation and amortization—  —   255  84  —  346  
General and administrative
 
 327
 
 113
 (6) 434
General and administrative—  —  339  —  132  (30) 441  
Other expenses
 
 17
 29
 27
 (17) 56
Other expenses—  —   11  41  12  72  

 
 349
 276
 1,521
 (23) 2,123
—  —  354  266  1,511  (18) 2,113  
Other expenses from managed and franchised properties
 
 154
 4,893
 598
 
 5,645
Other expenses from managed and franchised properties—  —  324  4,835  604  —  5,763  
Total expenses
 
 503
 5,169
 2,119
 (23) 7,768
Total expenses—  —  678  5,101  2,115  (18) 7,876  
             
Gain (loss) on sales of assets, net
 
 
 (1) 1
 
 
Gain on sale of assets, netGain on sale of assets, net—  —  —  —  81  —  81  
             
Operating income (loss)
 
 (174) 1,197
 350
 (1) 1,372
Operating income (loss)—  —  (79) 1,301  435  —  1,657  
             
Interest expense
 (244) (106) 
 (59) 1
 (408)Interest expense—  (192) (166) (1) (55) —  (414) 
Gain (loss) on foreign currency transactions
 
 10
 124
 (131) 
 3
Gain (loss) on foreign currency transactions—  —   (24) 19  —  (2) 
Loss on debt extinguishment
 (60) 
 
 
 
 (60)
Other non-operating income (loss), net
 (3) 4
 7
 15
 
 23
Other non-operating income (loss), net—  (11)  (6) 13  —   
             
Income (loss) before income taxes and equity in earnings from subsidiaries
 (307) (266) 1,328
 175
 
 930
Income (loss) before income taxes and equity in earnings from subsidiaries—  (203) (235) 1,270  412  —  1,244  
             
Income tax benefit (expense)(3) 122
 48
 69
 98
 
 334
Income tax benefit (expense)—  49  51  (313) (145) —  (358) 
             
Income (loss) before equity in earnings from subsidiaries(3) (185) (218) 1,397
 273
 
 1,264
Income (loss) before equity in earnings from subsidiaries—  (154) (184) 957  267  —  886  
             
Equity in earnings from subsidiaries1,262
 1,447
 1,665
 1,262
 
 (5,636) 
Equity in earnings from subsidiaries881  1,035  1,219  881  —  (4,016) —  
             
Net income1,259
 1,262
 1,447
 2,659
 273
 (5,636) 1,264
Net income881  881  1,035  1,838  267  (4,016) 886  
Net income attributable to noncontrolling interests
 
 
 
 (5) 
 (5)Net income attributable to noncontrolling interests—  —  —  —  (5) —  (5) 
Net income attributable to Hilton stockholders$1,259
 $1,262
 $1,447
 $2,659
 $268
 $(5,636) $1,259
Net income attributable to Hilton stockholders$881  $881  $1,035  $1,838  $262  $(4,016) $881  
             
Comprehensive income$1,455
 $1,276
 $1,463
 $2,662
 $436
 $(5,832) $1,460
Comprehensive income$823  $838  $1,042  $1,838  $245  $(3,958) $828  
Comprehensive income attributable to noncontrolling interests
 
 
 
 (5) 
 (5)Comprehensive income attributable to noncontrolling interests—  —  —  —  (5) —  (5) 
Comprehensive income attributable to Hilton stockholders$1,455
 $1,276
 $1,463
 $2,662
 $431
 $(5,832) $1,455
Comprehensive income attributable to Hilton stockholders$823  $838  $1,042  $1,838  $240  $(3,958) $823  




110


Year Ended December 31, 2016Year Ended December 31, 2018  
Parent HWF Issuers HOC Guarantors Non-Guarantors Eliminations TotalParentHWF IssuersHOCGuarantorsNon-GuarantorsEliminationsTotal
(in millions)(in millions)
Revenues             Revenues
Franchise fees$
 $
 $21
 $1,031
 $112
 $(10) $1,154
Franchise and licensing feesFranchise and licensing fees$—  $—  $227  $1,182  $139  $(18) $1,530  
Base and other management fees
 
 
 126
 116
 
 242
Base and other management fees—  —   205  115  —  321  
Incentive management fees
 
 
 16
 126
 
 142
Incentive management fees—  —  —  78  157  —  235  
Owned and leased hotels
 
 
 
 1,452
 
 1,452
Owned and leased hotels—  —  —  —  1,484  —  1,484  
Other revenues
 
 10
 61
 11
 
 82
Other revenues—  —   78  14  —  98  

 
 31
 1,234
 1,817
 (10) 3,072
—  —  234  1,543  1,909  (18) 3,668  
Other revenues from managed and franchised properties
 
 32
 3,777
 501
 
 4,310
Other revenues from managed and franchised properties—  —  245  4,376  617  —  5,238  
Total revenues
 
 63
 5,011
 2,318
 (10) 7,382
Total revenues—  —  479  5,919  2,526  (18) 8,906  
             
Expenses             Expenses
Owned and leased hotels
 
 
 
 1,295
 
 1,295
Owned and leased hotels—  —  —  —  1,332  —  1,332  
Depreciation and amortization
 
 1
 272
 91
 
 364
Depreciation and amortization—  —   237  82  —  325  
General and administrative
 
 90
 204
 109
 
 403
General and administrative—  —  323  —  130  (10) 443  
Other expenses
 
 1
 31
 44
 (10) 66
Other expenses—  —   21  31  (8) 51  

 
 92
 507
 1,539
 (10) 2,128
—  —  336  258  1,575  (18) 2,151  
Other expenses from managed and franchised properties
 
 32
 3,777
 501
 
 4,310
Other expenses from managed and franchised properties—  —  236  4,466  621  —  5,323  
Total expenses
 
 124
 4,284
 2,040
 (10) 6,438
Total expenses—  —  572  4,724  2,196  (18) 7,474  
             
Gain on sales of assets, net
 
 
 
 8
 
 8
             
Operating income (loss)
 
 (61) 727
 286
 
 952
Operating income (loss)—  —  (93) 1,195  330  —  1,432  
             
Interest expense
 (261) (30) (51) (52) 
 (394)Interest expense—  (227) (106) —  (38) —  (371) 
Gain (loss) on foreign currency transactions
 
 11
 (150) 123
 
 (16)Gain (loss) on foreign currency transactions—  —   (99) 84  —  (11) 
Other non-operating income, net
 1
 1
 8
 4
 
 14
Other non-operating income (loss), netOther non-operating income (loss), net—  (9)  16  18  —  28  
             
Income (loss) from continuing operations before income taxes and equity in losses from subsidiaries
 (260) (79) 534
 361
 
 556
Income (loss) before income taxes and equity in earnings from subsidiariesIncome (loss) before income taxes and equity in earnings from subsidiaries—  (236) (192) 1,112  394  —  1,078  
             
Income tax benefit (expense)193
 100
 32
 (319) (570) 
 (564)Income tax benefit (expense)—  57  39  (263) (142) —  (309) 
             
Income (loss) from continuing operations before equity in losses from subsidiaries193
 (160) (47) 215
 (209) 
 (8)
Income (loss) before equity in earnings from subsidiariesIncome (loss) before equity in earnings from subsidiaries—  (179) (153) 849  252  —  769  
             
Equity in losses from subsidiaries(211) (51) (4) (211) 
 477
 
Equity in earnings from subsidiariesEquity in earnings from subsidiaries764  943  1,096  764  —  (3,567) —  
             
Income (loss) from continuing operations, net of taxes(18) (211) (51) 4
 (209) 477
 (8)
Income from discontinued operations, net of taxes366
 366
 366
 428
 374
 (1,528) 372
Net income348
 155
 315
 432
 165
 (1,051) 364
Net income764  764  943  1,613  252  (3,567) 769  
Net income attributable to noncontrolling interests
 
 
 
 (16) 
 (16)Net income attributable to noncontrolling interests—  —  —  —  (5) —  (5) 
Net income attributable to Hilton stockholders$348
 $155
 $315
 $432
 $149
 $(1,051) $348
Net income attributable to Hilton stockholders$764  $764  $943  $1,613  $247  $(3,567) $764  
             
Comprehensive income$131
 $153
 $320
 $361
 $15
 $(834) $146
Comprehensive income$707  $784  $932  $1,612  $187  $(3,510) $712  
Comprehensive income attributable to noncontrolling interests
 
 
 
 (15) 
 (15)Comprehensive income attributable to noncontrolling interests—  —  —  —  (5) —  (5) 
Comprehensive income attributable to Hilton stockholders$131
 $153
 $320
 $361
 $
 $(834) $131
Comprehensive income attributable to Hilton stockholders$707  $784  $932  $1,612  $182  $(3,510) $707  




111


Year Ended December 31, 2015Year Ended December 31, 2017  
Parent HWF Issuers Guarantors Non-Guarantors Eliminations TotalParentHWF IssuersHOCGuarantorsNon-GuarantorsEliminationsTotal
(in millions)(in millions)
Revenues           Revenues
Franchise fees$
 $
 $998
 $101
 $(12) $1,087
Franchise and licensing feesFranchise and licensing fees$—  $—  $143  $1,077  $118  $(17) $1,321  
Base and other management fees
 
 125
 105
 
 230
Base and other management fees—  —   195  128  —  324  
Incentive management fees
 
 18
 120
 
 138
Incentive management fees—  —  —  76  146  —  222  
Owned and leased hotels
 
 
 1,596
 
 1,596
Owned and leased hotels—  —  —  —  1,432  —  1,432  
Other revenues
 
 61
 10
 
 71
Other revenues—  —  31  70  11  (7) 105  

 
 1,202
 1,932
 (12) 3,122
—  —  175  1,418  1,835  (24) 3,404  
Other revenues from managed and franchised properties
 
 3,510
 501
 
 4,011
Other revenues from managed and franchised properties—  —  159  3,986  582  —  4,727  
Total revenues
 
 4,712
 2,433
 (12) 7,133
Total revenues—  —  334  5,404  2,417  (24) 8,131  
           
Expenses           Expenses
Owned and leased hotels
 
 
 1,414
 
 1,414
Owned and leased hotels—  —  —  —  1,269  —  1,269  
Depreciation and amortization
 
 288
 97
 
 385
Depreciation and amortization—  —   242  89  —  336  
General and administrative
 
 424
 113
 
 537
General and administrative—  —  327  —  118  (6) 439  
Other expenses
 
 37
 24
 (12) 49
Other expenses—  —  17  29  27  (17) 56  

 
 749
 1,648
 (12) 2,385
—  —  349  271  1,503  (23) 2,100  
Other expenses from managed and franchised properties
 
 3,510
 501
 
 4,011
Other expenses from managed and franchised properties—  —  147  4,147  605  —  4,899  
Total expenses
 
 4,259
 2,149
 (12) 6,396
Total expenses—  —  496  4,418  2,108  (23) 6,999  
           
Gain on sales of assets, net
 
 
 163
 
 163
Gain (loss) on sale of assets, netGain (loss) on sale of assets, net—  —  —  (1)  —  —  
           
Operating income
 
 453
 447
 
 900
Operating income (loss)Operating income (loss)—  —  (162) 985  310  (1) 1,132  
           
Interest expense
 (281) (50) (46) 
 (377)Interest expense—  (244) (61) —  (47)  (351) 
Gain (loss) on foreign currency transactions
 
 77
 (118) 
 (41)Gain (loss) on foreign currency transactions—  —  10  124  (131) —   
Other non-operating income, net
 
 14
 37
 
 51
Loss on debt extinguishmentLoss on debt extinguishment—  (60) —  —  —  —  (60) 
Other non-operating income (loss), netOther non-operating income (loss), net—  (3)   21  —  29  
           
Income (loss) from continuing operations before income taxes and equity in earnings from subsidiaries
 (281) 494
 320
 
 533
Income (loss) before income taxes and equity in earnings from subsidiariesIncome (loss) before income taxes and equity in earnings from subsidiaries—  (307) (209) 1,116  153  —  753  
           
Income tax benefit (expense)(7) 108
 189
 58
 
 348
Income tax benefit (expense)(3) 122  26  89  102  —  336  
           
Income (loss) from continuing operations before equity in earnings from subsidiaries(7) (173) 683
 378
 
 881
Income (loss) before equity in earnings from subsidiariesIncome (loss) before equity in earnings from subsidiaries(3) (185) (183) 1,205  255  —  1,089  
           
Equity in earnings from subsidiaries883
 1,056
 373
 
 (2,312) 
Equity in earnings from subsidiaries1,087  1,272  1,455  1,087  —  (4,901) —  
           
Income from continuing operations, net of taxes876
 883
 1,056
 378
 (2,312) 881
Income from discontinued operations, net of taxes528
 528
 528
 460
 (1,509) 535
Net income1,404
 1,411
 1,584
 838
 (3,821) 1,416
Net income1,084  1,087  1,272  2,292  255  (4,901) 1,089  
Net income attributable to noncontrolling interests
 
 
 (12) 
 (12)Net income attributable to noncontrolling interests—  —  —  —  (5) —  (5) 
Net income attributable to Hilton stockholders$1,404
 $1,411
 $1,584
 $826
 $(3,821) $1,404
Net income attributable to Hilton stockholders$1,084  $1,087  $1,272  $2,292  $250  $(4,901) $1,084  
           
Comprehensive income$1,248
 $1,404
 $1,546
 $727
 $(3,665) $1,260
Comprehensive income$1,281  $1,101  $1,288  $2,295  $419  $(5,098) $1,286  
Comprehensive income attributable to noncontrolling interests
 
 
 (12) 
 (12)Comprehensive income attributable to noncontrolling interests—  —  —  —  (5) —  (5) 
Comprehensive income attributable to Hilton stockholders$1,248
 $1,404
 $1,546
 $715
 $(3,665) $1,248
Comprehensive income attributable to Hilton stockholders$1,281  $1,101  $1,288  $2,295  $414  $(5,098) $1,281  




112


Year Ended December 31, 2017Year Ended December 31, 2019  
Parent HWF Issuers HOC Guarantors Non-Guarantors Eliminations TotalParentHWF IssuersHOCGuarantorsNon-GuarantorsEliminationsTotal
(in millions)(in millions)
Operating Activities:             Operating Activities:
Net cash provided by (used in) operating activities$
 $(113) $(103) $988
 $322
 $(170) $924
Net cash provided by (used in) operating activities$—  $(153) $(30) $1,494  $213  $(140) $1,384  
Investing Activities:             Investing Activities:
Capital expenditures for property and equipment
 
 (12) (12) (34) 
 (58)Capital expenditures for property and equipment—  —  (14) (7) (60) —  (81) 
Contract acquisition costs
 
 
 (38) (37) 
 (75)
Payments received on other financing receivablesPayments received on other financing receivables—  —  —   —  —   
Proceeds from asset dispositionProceeds from asset disposition—  —  —  —  120  —  120  
Capitalized software costs
 
 
 (75) 
 
 (75)Capitalized software costs—  —  —  (124) —  —  (124) 
Other
 (13) 
 (1) 3
 (3) (14)Other—  —  —  (30) (11) —  (41) 
Net cash used in investing activities
 (13) (12) (126) (68) (3) (222)
Net cash provided by (used in) investing activitiesNet cash provided by (used in) investing activities—  —  (14) (158) 49  —  (123) 
Financing Activities:             Financing Activities:
Borrowings
 1,822
 
 
 2
 
 1,824
Borrowings—  1,200  1,000  —  —  —  2,200  
Repayment of debt
 (1,852) 
 
 (8) 
 (1,860)Repayment of debt—  (1,505) (25) —  (17) —  (1,547) 
Debt issuance costs and redemption premium
 (69) 
 
 
 
 (69)
Repayment of intercompany borrowings
 
 (3) 
 
 3
 
Debt issuance costsDebt issuance costs—  (13) (16) —  —  —  (29) 
Intercompany transfers1,086
 225
 122
 (865) (568) 
 
Intercompany transfers1,710  471  (888) (1,337) 44  —  —  
Dividends paid(195) 
 
 
 
 
 (195)Dividends paid(172) —  —  —  —  —  (172) 
Repurchases of common stockRepurchases of common stock(1,538) —  —  —  —  —  (1,538) 
Intercompany dividends
 
 
 
 (170) 170
 
Intercompany dividends—  —  —  —  (140) 140  —  
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)
Share-based compensation tax withholdings and otherShare-based compensation tax withholdings and other—  —  (27) —  —  —  (27) 
Net cash provided by (used in) financing activities
 126
 88
 (865) (1,246) 173
 (1,724)Net cash provided by (used in) financing activities—  153  44  (1,337) (113) 140  (1,113) 
Effect of exchange rate changes on cash, restricted cash and cash equivalents
 
 
 
 8
 
 8
Effect of exchange rate changes on cash, restricted cash and cash equivalents—  —  —  —  (2) —  (2) 
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
Net increase (decrease) in cash, restricted cash and cash equivalentsNet increase (decrease) in cash, restricted cash and cash equivalents—  —  —  (1) 147  —  146  
Cash, restricted cash and cash equivalents,
beginning of period

 
 90
 31
 1,563
 
 1,684
Cash, restricted cash and cash equivalents,
beginning of period
—  —  37  32  415  —  484  
Cash, restricted cash and cash equivalents,
end of period
$
 $
 $63
 $28
 $579
 $
 $670
Cash, restricted cash and cash equivalents,
end of period
$—  $—  $37  $31  $562  $—  $630  



Year Ended December 31, 2018  
ParentHWF IssuersHOCGuarantorsNon-GuarantorsEliminationsTotal
(in millions)
Operating Activities:
Net cash provided by (used in) operating activities$—  $(185) $(8) $1,128  $320  $—  $1,255  
Investing Activities:
Capital expenditures for property and equipment—  —  (9) (7) (56) —  (72) 
Payments received on other financing receivables—  —  —  49   —  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  —   —  1,676  
Repayment of debt—  (985) —  —  (20) —  (1,005) 
Debt issuance costs—  —  (21) —  —  —  (21) 
Intercompany transfers1,902  995  (1,444) (1,070) (383) —  —  
Dividends paid(181) —  —  —  —  —  (181) 
Repurchases of common stock(1,721) —  —  —  —  —  (1,721) 
Share-based compensation tax withholdings and other—  —  (44) —  —  —  (44) 
Other—  —  —  (3) (1) —  (4) 
Net cash provided by (used in) financing activities—  185  (9) (1,073) (403) —  (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)  (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  


113


Year Ended December 31, 2016Year Ended December 31, 2017  
Parent HWF Issuers HOC Guarantors Non-Guarantors Eliminations TotalParentHWF IssuersHOCGuarantorsNon-GuarantorsEliminationsTotal
(in millions)(in millions)
Operating Activities:             Operating Activities:
Net cash provided by (used in) operating activities$
 $(37) $
 $912
 $1,095
 $(605) $1,365
Net cash provided by (used in) operating activities$—  $(113) $(103) $950  $285  $(170) $849  
Investing Activities:             Investing Activities:
Capital expenditures for property and equipment
 
 
 (9) (308) 
 (317)Capital expenditures for property and equipment—  —  (12) (12) (34) —  (58) 
Issuance of intercompany receivables
 
 
 (192) (42) 234
 
Payments received on intercompany receivables
 
 
 192
 
 (192) 
Proceeds from asset dispositions
 
 
 
 11
 
 11
Contract acquisition costs
 
 
 (46) (9) 
 (55)
Payments received on other financing receivablesPayments received on other financing receivables—  —  —   —  —   
Capitalized software costs
 
 
 (73) (8) 
 (81)Capitalized software costs—  —  —  (75) —  —  (75) 
Other
 (6) 
 (35) 5
 
 (36)Other—  (13) —  (8)  (3) (21) 
Net cash used in investing activities
 (6) 
 (163) (351) 42
 (478)Net cash used in investing activities—  (13) (12) (88) (31) (3) (147) 
Financing Activities:             Financing Activities:
Borrowings
 
 1,000
 
 3,715
 
 4,715
Borrowings—  1,822  —  —   —  1,824  
Repayment of debt
 (266) 
 
 (4,093) 
 (4,359)Repayment of debt—  (1,852) —  —  (8) —  (1,860) 
Debt issuance costs
 (17) (20) 
 (39) 
 (76)
Intercompany borrowings
 
 
 42
 192
 (234) 
Debt issuance costs and redemption premiumDebt issuance costs and redemption premium—  (69) —  —  —  —  (69) 
Repayment of intercompany borrowings
 
 
 
 (192) 192
 
Repayment of intercompany borrowings—  —  (3) —  —   —  
Intercompany transfers277
 326
 (890) (854) 1,141
 
 
Intercompany transfers1,086  225  122  (865) (568) —  —  
Dividends paid(277) 
 
 
 
 
 (277)Dividends paid(195) —  —  —  —  —  (195) 
Repurchases of common stockRepurchases of common stock(891) —  —  —  —  —  (891) 
Intercompany dividends
 
 
 
 (605) 605
 
Intercompany dividends—  —  —  —  (170) 170  —  
Distributions to noncontrolling interests
 
 
 
 (32) 
 (32)
Tax withholdings on share-based compensation
 
 
 (15) 
 
 (15)
Cash transferred in spin-offsCash transferred in spin-offs—  —  —  —  (501) —  (501) 
Share-based compensation tax withholdings and otherShare-based compensation tax withholdings and other—  —  (31) —  —  —  (31) 
OtherOther—  —  —  —  (1) —  (1) 
Net cash provided by (used in) financing activities
 43
 90
 (827) 87
 563
 (44)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
 
 
 
 (15) 
 (15)Effect of exchange rate changes on cash, restricted cash and cash equivalents—  —  —  —   —   
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
Net decrease in cash, restricted cash and cash equivalentsNet decrease in cash, restricted cash and cash equivalents—  —  (27) (3) (984) —  (1,014) 
Cash, restricted cash and cash equivalents,
beginning of period

 
 
 109
 747
 
 856
Cash, restricted cash and cash equivalents,
beginning of period
—  —  90  31  1,563  —  1,684  
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
 $
 $1,684
Cash, restricted cash and cash equivalents, end of period$—  $—  $63  $28  $579  $—  $670  




 Year Ended December 31, 2015
 Parent HWF Issuers Guarantors Non-Guarantors Eliminations Total
 (in millions)
Operating Activities:           
Net cash provided by operating activities$
 $184
 $975
 $723
 $(436) $1,446
Investing Activities:           
Capital expenditures for property and equipment
 
 (11) (299) 
 (310)
Acquisitions, net of cash acquired
 
 
 (1,402) 
 (1,402)
Proceeds from asset dispositions
 
 
 2,205
 
 2,205
Contract acquisition costs
 
 (23) (14) 
 (37)
Capitalized software costs
 
 (57) (5) 
 (62)
Other
 
 13
 7
 
 20
Net cash provided by (used in) investing activities
 
 (78) 492
 
 414
Financing Activities:           
Borrowings
 
 
 48
 
 48
Repayment of debt
 (775) 
 (849) 
 (1,624)
Intercompany transfers138
 591
 (693) (36) 
 
Dividends paid(138) 
 
 
 
 (138)
Intercompany dividends
 
 (184) (252) 436
 
Distributions to noncontrolling interests
 
 
 (8) 
 (8)
Tax withholdings on share-based compensation
 
 (31) 
 
 (31)
Net cash used in financing activities
 (184) (908) (1,097) 436
 (1,753)
Effect of exchange rate changes on cash, restricted cash and cash equivalents
 
 
 (19) 
 (19)
Net increase (decrease) in cash, restricted cash and cash equivalents
 
 (11) 99
 
 88
Cash, restricted cash and cash equivalents from continuing operations, beginning of period
 
 119
 509
 
 628
Cash, restricted cash and cash equivalents from discontinued operations, beginning of period
 
 1
 139
 
 140
Cash, restricted cash and cash equivalents,
beginning of period

 
 120
 648
 
 768
Cash, restricted cash and cash equivalents from continuing operations, end of period
 
 109
 524
 
 633
Cash, restricted cash and cash equivalents from discontinued operations, end of period
 
 
 223
 
 223
Cash, restricted cash and cash equivalents, end of period$
 $
 $109
 $747
 $
 $856

Note 24:23: Selected Quarterly Financial Information


The following table sets forth the historical unaudited quarterly financial data for the periods indicated. The information for each of these periods has been prepared on the same basis as the audited consolidated financial statements and, in our opinion, reflects all adjustments, including normal recurring items, considered necessary to fairly presentfor a fair presentation of our financial results. Operating results for previous periods do not necessarily indicate results that may be achieved in any future period.

2019
First QuarterSecond QuarterThird QuarterFourth QuarterYear
(in millions, except per share data) 
Revenues  $2,204  $2,484  $2,395  $2,369  $9,452  
Operating income  312  478  519  348  1,657  
Net income  159  261  290  176  886  
Net income attributable to Hilton stockholders158  260  288  175  881  
Basic earnings per share(1)
$0.54  $0.90  $1.01  $0.62  $3.07  
Diluted earnings per share(1)
$0.54  $0.89  $1.00  $0.61  $3.04  

114


 2017
 First Quarter Second Quarter Third Quarter Fourth Quarter Year
 (in millions, except per share data)
Revenues$2,161
 $2,346
 $2,354
 $2,279
 $9,140
Operating income277
 365
 382
 348
 1,372
Net income75
 167
 181
 841
 1,264
Net income attributable to Hilton stockholders74
 166
 179
 840
 1,259
Basic earnings per share(1)
$0.22
 $0.51
 $0.56
 $2.63
 $3.88
Diluted earnings per share(1)
$0.22
 $0.51
 $0.55
 $2.61
 $3.85



 2016
 First Quarter Second Quarter Third Quarter Fourth Quarter Year
 (in millions, except per share data)
Revenues$1,726
 $1,950
 $1,867
 $1,839
 $7,382
Operating income170
 273
 265
 244
 952
Income (loss) from continuing operations, net of taxes191
 100
 89
 (388) (8)
Income from discontinued operations, net of taxes119
 144
 103
 6
 372
Net income (loss)310
 244
 192
 (382) 364
Net income (loss) attributable to Hilton stockholders309
 239
 187
 (387) 348
Basic earnings (loss) per share(1):
         
Net income (loss) from continuing operations$0.58
 $0.29
 $0.27
 $(1.20) $(0.05)
Net income from discontinued operations0.36
 0.44
 0.30
 0.02
 1.11
Net income (loss)$0.94
 $0.73
 $0.57
 $(1.18) $1.06
Diluted earnings (loss) per share(1):
         
Net income (loss) from continuing operations$0.58
 $0.29
 $0.27
 $(1.20) $(0.05)
Net income from discontinued operations0.36
 0.43
 0.30
 0.02
 1.11
Net income (loss)$0.94
 $0.72
 $0.57
 $(1.18) $1.06
2018
First QuarterSecond QuarterThird QuarterFourth QuarterYear
(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 stockholders161  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  
____________
(1)
The sum of the earnings (loss) 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.


(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.


115


Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure


None.


Item 9A. Controls and Procedures


Disclosure Controls and Procedures


The Company maintains a set of disclosure controls and procedures as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. The design of any disclosure controls and procedures is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives. In accordance with Rule 13a-15(b) of the Exchange Act, as of the end of the period covered by this annual report, an evaluation was carried out under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of its disclosure controls and procedures. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures, as of the end of the period covered by this annual report, were effective to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and is accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.


Management’s Annual Report on Internal Control Over Financial Reporting


We have set forth management's report on internal control over financial reporting and the attestation report of our independent registered public accounting firm on the effectiveness of our internal control over financial reporting in Item 8 of this Annual Report on Form 10-K. Management's report on internal control over financial reporting is incorporated in this Item 9A by reference.


Changes in Internal Control Over Financial Reporting


There has been no change in the Company’s internal control over financial reporting during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.


Item 9B. Other Information


None.




116


PART III


Item 10.  Directors, Executive Officers and Corporate Governance


The information required by this item is incorporated by reference to our definitive proxy statement for the 20182020 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2017.2019.


Item 11.  Executive Compensation


The information required by this item is incorporated by reference to our definitive proxy statement for the 20182020 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2017.2019.


Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters


Securities Authorized for Issuance Under Equity Compensation Plans


The following table provides certain information about common stock that may be issued under our existing equity compensation plans. The only plan pursuant to which the Company may grant new equity-based awards is the Company’sHilton 2017 Omnibus Incentive Plan, (the "2017 Incentive Plan"), which replaced the Company’sCompany's 2013 Omnibus Incentive Plan (the "2013 Incentive Plan").Plan. The number of securities to be issued upon exercise of outstanding options, warrants and rights reflected in the table below includes shares underlying equity-based awards granted, and that remained outstanding as of December 31, 20172019 under the 2017 Incentive Plan and the 2013 Incentive Plan.equity incentive plans.

 As of December 31, 2017
 
Number of securities to be issued upon exercise of outstanding options, warrants and rights(1)
 Weighted-average exercise price of outstanding options Number of securities remaining available for future issuance under equity compensation plans
Equity compensation plans approved by stockholders5,573,387
 $51.24
 17,968,736
As of December 31, 2019
Number of securities to be issued upon exercise of outstanding options, warrants and rights(1)
Weighted-average exercise price per share of outstanding optionsNumber of securities remaining available for future issuance under equity compensation plans
Equity compensation plans approved by stockholders6,733,680  $65.72  14,227,015  
____________
(1)
In addition to shares issuable upon exercise of stock options, also includes 3,579,933 shares that may be issued upon the vesting of restricted stock units, shares that may be issued upon the vesting of performance shares and director deferred share units and dividend equivalents accrued thereon. The number of shares to be issued in respect of performance shares has been calculated based on the assumption that the maximum levels of performance applicable to the performance shares will be achieved. The restricted stock units, performance shares and deferred share units cannot be exercised for consideration.

(1)Includes shares issuable upon exercise of stock options and 3,931,599 shares that may be issued upon the vesting of certain share-based compensation awards. The number of shares to be issued in respect of performance shares has been calculated based on the assumption that the maximum levels of performance applicable to the performance shares will be achieved. The RSUs and performance shares cannot be exercised for consideration.

The remaining information required by this item is incorporated by reference to our definitive proxy statement for the 20182020 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2017.2019.


Item 13.  Certain Relationships and Related Transactions, and Director Independence


The information required by this item is incorporated by reference to our definitive proxy statement for the 20182020 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2017.2019.


Item 14.  Principal Accounting Fees and Services


The information required by this item is incorporated by reference to our definitive proxy statement for the 20182020 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2017.2019.




PART IV


Item 15.  Exhibits and Financial Statement Schedules


The following documents are filed as part of this report.report:


(a)Financial Statements
We include this portion of Item 15 under Item 8 of this Annual Report on Form 10-K.


(b)Financial Statement Schedules
All schedules are omitted as the required information is either not present, not present in material amounts or presented within the consolidated financial statements or related notes.

117


(c)Exhibits:


Exhibit NumberExhibit Description
2.1
3.1
3.2
3.3
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9


4.10
Exhibit NumberExhibit Description
4.10
4.11
10.14.12
4.13
4.14
118


Exhibit NumberExhibit Description
4.15
4.16
4.17
4.18
4.19
4.20
10.1
10.2
10.3
10.4
10.5
10.6
Amendment No. 5, dated as of June 5, 2019, to the Credit Agreement, dated as of October 25, 2013 (as amended by Amendment No. 1 to the Credit Agreement dated as of August 18, 2016, as further amended by Amendment No. 2 to the Credit Agreement dated as of November 21, 2016, as further amended by Amendment No. 3 to the Credit Agreement dated as of March 16, 2017 and as further amended by Amendment No. 4 to the Credit Agreement dated as of April 19, 2018), by and among Hilton Worldwide Holdings Inc., Hilton Worldwide Parent LLC, Hilton Worldwide Finance LLC, the other guarantors party thereto from time to time, Deutsche Bank AG New York Branch as administrative agent, collateral agent, swing line lender and L/C issuer and the other lenders party thereto from time to time (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 7, 2019).
119


Exhibit NumberExhibit Description
10.7
Amendment No. 6, dated as of June 21, 2019, to the Credit Agreement, dated as of October 25, 2013 (as amended by Amendment No. 1 to the Credit Agreement dated as of August 18, 2016, as further amended by Amendment No. 2 to the Credit Agreement dated as of November 21, 2016, as further amended by Amendment No. 3 to the Credit Agreement dated as of March 16, 2017, as further amended by Amendment No. 4 to the Credit Agreement dated as of April 19, 2018 and as further amended by Amendment No. 5 to the Credit Agreement dated as of June 5, 2019), by and among Hilton Worldwide Holdings Inc., Hilton Worldwide Parent LLC, Hilton Worldwide Finance LLC, the other guarantors party thereto from time to time, Deutsche Bank AG New York Branch as administrative agent, collateral agent, swing line lender and L/C issuer and the other lenders party thereto from time to time (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 24, 2019).
10.8
10.610.9
10.710.10
10.810.11
10.9
10.1010.12
10.1110.13
10.1210.14
10.1310.15
10.1410.16


10.17
Exhibit NumberExhibit Description
10.15
10.1610.18
10.17
10.18
10.19
10.20
10.2110.20
10.2210.21
10.2310.22
10.2410.23
10.24
10.25
10.26
120


10.25Exhibit NumberExhibit Description
10.27
10.2610.28
10.27
10.28
10.29
10.3010.29
10.3110.30
10.3210.31
10.3310.32


10.33
Exhibit NumberExhibit Description
10.34
10.3510.36
10.36
1210.37
21.110.38
10.39
10.40
10.42
21.1
23.1
31.1
31.2
32.1
32.2
101.INSInline XBRL Instance Document.Document - this instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCHInline XBRL Taxonomy Extension Schema Document.
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEFInline XBRL Taxonomy Definition Linkbase Document.
121


101.LABExhibit NumberExhibit Description
101.LABInline XBRL Taxonomy Extension Label Linkbase Document.
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document.
104Cover Page Interactive Data File (embedded within the Inline XBRL document).
____________
*This document has been identified as a management contract or compensatory plan or arrangement.

*This document has been identified as a management contract or compensatory plan or arrangement.

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.


Item 16.  Form 10-K Summary


None.




122


Signatures


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on the 14th11th day of February 2018.
2020.
HILTON WORLDWIDE HOLDINGS INC.
HILTON WORLDWIDE HOLDINGS INC.
By:
By:/s/ Christopher J. Nassetta
Name:Christopher J. Nassetta
Title:President and Chief Executive Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons in the capacities indicated on the 14th11th day of February 2018.
2020.
SignatureTitle
/s/ Christopher J. NassettaPresident, Chief Executive Officer and Director
Christopher J. Nassetta(principal executive officer)
/s/ Jonathan D. GrayChairman of the Board of Directors
Jonathan D. Gray
SignatureTitle
/s/ Christopher J. NassettaPresident, Chief Executive Officer and Director
Christopher J. Nassetta(principal executive officer)
/s/ Jonathan D. GrayChairman of the Board of Directors
Jonathan D. Gray
/s/ Charlene T. BegleyDirector
Charlene T. Begley
/s/ Melanie L. HealeyDirector
Melanie L. Healey
/s/ Raymond E. Mabus, Jr.Director
Raymond E. Mabus, Jr.
/s/ Judith A. McHaleDirector
Judith A. McHale
/s/ John G. SchreiberDirector
John G. Schreiber
/s/ Elizabeth A. SmithDirector
Elizabeth A. Smith
/s/ Douglas M. SteenlandDirector
Douglas M. Steenland
/s/ Zhang LingDirector
Zhang Ling
/s/ Kevin J. JacobsExecutive Vice President and Chief Financial Officer
Kevin J. Jacobs(principal financial officer)
/s/ Michael W. DuffySenior Vice President and Chief Accounting Officer
Michael W. Duffy(principal accounting officer)









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