| (2) | In order to receive a payout, actual performance must exceed the threshold performance goal. For actual performance between the specified threshold, target and maximum levels, the resulting payout percentage will be converted into time-vesting restricted shares (“converted performance shares”) at the time of the spin-offs, assuming a target level of achievement as provided under the applicable award agreement. The converted performance shares were further adjusted at the time of the spin-offs to preserve the value of the awards as originally granted. These adjustments are described in further detail under “Treatment of Outstanding Equity Awards in Connection with Spin-Offs.” The converted performance shares are scheduled to vest on the original vesting date (December 31, 2017 for the shares granted in 2015 and December 31, 2018 for the shares granted in 2016), subject to the NEO’s continued employment through the applicable vesting date, and have the same terms and conditions as the original awards. Upon vesting, each NEO (other than Mr. Wang) will receive shares of Hilton common stock, and Mr. Wang will receive shares of HGV common stock. Payout of Performance Shares Granted in 2014
In 2014, the Committee granted performance shares that vested at the end of a 3-year performance period, beginning on January 1, 2014 and ending on December 31, 2016, as follows:
50% based on the level of achievement of our Relative TSR (as defined above).
50% based on EBITDA CAGR (as defined in the award agreement and the definition reported in the Company’s 2014 SEC filings) and calculated as described above.
In February 2017, the Committee certified the achievement level under the established performance measures and settled the number of performance shares earned at 113% of target because the performance level achieved was at the target level with respect to EBITDA CAGR and between the target and above target levels with respect to Relative TSR (as shown in the table below). For actual performance between the specified target and above target level, the resulting payout percentage was adjusted on a linear basis.
| | | | | | | | | | | | | | | Performance Metric
(Weighting) | | | | Level of Achievement | | | | | Below
Threshold | | Threshold | | Target | | Actual
Performance | | Above
Target | | Maximum | Relative TSR (50%) | | Performance Goals | | < 25th
percentile | | 25th
percentile | | 50th
percentile | | 63rd
percentile | | 75th
percentile | | ³ 90th
percentile | | | | Percentage of Award Earned | | 0% | | 50% | | 100% | | 126% | | 150% | | 200% | EBITDA CAGR (50%) | | Performance Goals | | < 5% | | 5% | | 9% | | 9% | | n/a | | ³13% | | | | Percentage of Award Earned | | 0% | | 50% | | 100% | | 100% | | n/a | | 200% | Actual Performance Payout as a % of Target | | 113% | | | | |
Treatment of Outstanding Equity Awards in Connection with Spin-Offs
In connection with the spin-offs, the Committee approved the following treatment for the NEOs’ outstanding equity awards.
| | | Award Type
| | Treatment
| All Outstanding Stock Options, RSUs and Performance Shares | | • The NEOs’ outstanding stock options (whether vested or unvested), RSUs and performance shares, were adjusted in a manner intended to preserve the value of the awards after the January 2017 spin-offs. The number of shares subject to the awards and the exercise price of stock options were adjusted based on the 3-day average closing price pre-spin and the 3-day average closing price post-spin and reverse stock split of our common stock (the “adjustments made in connection with the spin-offs”). As to Mr. Wang’s awards, the adjustment ratio was based on the relative value of our shares before the spin-offs and HGV’s common stock after the spin-offs, in each case using a 3-day average closing price.
• All of the NEOs’ equity awards, as adjusted, remain subject to the same vesting and other terms and conditions as the original awards, other than as described below regarding the performance shares granted in 2015 and 2016.
• Following the spin-offs, all of Mr. Wang’s awards are now under HGV’s incentive plan and will, as applicable, settle in or are exercisable for shares of HGV common stock.
• For details regarding the amount and value of the equity held by the NEOs following these adjustments, see “Supplemental Table to 2016 Grants of Plan-Based Awards” and “Security Ownership of Certain Beneficial Owners and Management.”
|
| | | Award Type
| | Treatment
| Additional
Details on
Performance
Shares
Granted in
2015 and
2016
| | • The NEOs’ performance shares granted in 2015 and 2016 were modified into converted performance shares, assuming a target level of achievement as provided under the applicable award agreement. The Committee determined to convert the performance shares into time-based restricted stock, as the performance periods for the performance shares granted in 2015 and 2016 would have ended after the spin-offs and, as such, the performance measures originally established upon grant would not have been relevant or measurable as originally intended.
• In connection with the modification of these performance shares in November 2016, there was incremental fair value calculated in accordance with FASB ASC Topic 718 for each of Messrs. Nassetta, Jacobs, Carter, Wang and Holthouser in the amounts of $1,131,783, $363,218, $328,484, $328,484 and $152,755, respectively. These amounts are included in the “Summary Compensation Table” and “2016 Grants of Plan-Based Awards” table.
• The converted performance shares are scheduled to vest on the original vesting date (December 31, 2017 for the shares granted in 2015 and December 31, 2018 for the shares granted in 2016), subject to the NEO’s continued employment through the applicable vesting date, and the same terms and conditions as the original awards. Upon vesting, each NEO (other than Mr. Wang) will receive shares of Hilton common stock, and Mr. Wang will receive shares of HGV common stock.
|
Treatment of Long-Term IncentiveLTI Awards Upon Termination, Change in Control or Retirement Each equity-based award subjects the holder to restrictive covenants, including post-employment covenants not to solicit the Company’s employees or customers and not to compete against the Company for 12 months following any termination of employment, and indefinite covenants covering trade secrets, confidentiality andnon-disparagement. Under the award agreements, if there is a restrictive covenant violation or the Company determines after termination that grounds for a termination for cause existed, the executive will be required to pay the Company an amount equal to theafter-tax proceeds received upon the sale or other disposition or distributions in respect of the equity award and any shares issued in respect thereof. Further, each of these executives’ equity-based awards is subject to the Company’s Clawback Policy which is described below.(described in the “Clawback Policy” section). Additional provisions are outlined in the table below. | | | Award Type | | Provisions for Unvested Awards | | | | Performance Shares(1) | | • Death or “disability” (as defined in the Incentive Plan): Prorated portion will immediately vest at target levels(2)(1) • “Change in control” (as defined in the Incentive Plan): Immediately vest based on actual performance throughImmediate vesting only if there is a qualifying termination (as described in the most recently completed fiscal quarter or, if performance is unable to be calculated, at target levels applicable award agreement) within 12 months following a change in control (a “double trigger”)(2) • Retirement: Prorated portion will remain outstanding and eligible to vest at the end of the performance period based on actual performance(2)(1)(3) • Other reasons: Forfeited(4) | | | | Restricted Stock Units | | • Death or disability: Immediately vest • Termination without “cause” (as defined in the Incentive Plan) within 12 months following a changeChange in control: Immediately vest Immediate vesting occurs only upon a double trigger(2) • Retirement: Continue to vest based onaccording to the original vesting schedule(3) • Other reasons: Forfeited(4) |
| | | Award Type | | Provisions for Unvested Awards | | | Stock Options | | • Death or disability: Immediately vest and become exercisable; vested options remain exercisable for one year thereafter(5) • Termination without cause within 12 months following a changeChange in control: Immediately vest and become exercisable; remain exercisable for 90 days thereafterImmediate vesting occurs only upon a double trigger(5)(2) • Retirement: Continue to vest according to the original vesting schedule; remain exercisable until the earlier of (x) the original expiration date or (y) 5 years from retirement(3)(5) • Other reasons: Forfeited unvested; vested options will remain exercisable for 90 days thereafterunvested(4)(5) |
| (1) | As discussed in further detail under “Treatment of Outstanding Equity Awards in Connection with Spin-Offs,” the NEOs’ performance shares granted in 2015 and 2016 were converted into time-vesting restricted shares, assuming a target level of achievement as provided under the applicable award agreement, and the converted performance shares otherwise retained the same terms and conditions as the original awards, including the treatment of such awards upon a termination, change in control or retirement. |
(2) | Prorated based on the number of days in the applicable 3-yearthree-year period that have elapsed prior to termination. |
| (2) | Upon a change in control without a qualifying termination event, unvested awards continue to vest according to their original schedule. For performance awards, the number of units subject to each award will be based on actual performance through the most recently completed fiscal quarter prior to the change in control or at a level as determined by the Committee in its good faith discretion. |
| (3) | “Retirement” is defined as a termination of employment for any reason (other than for cause when grounds for cause exist or due to death or disability) after having reached age 55 and achieved at least ten10 years of service, provided that the grant was made at least six6 months prior to the executive’s retirement. |
| (4) | Termination for any other reason generally results in forfeiture of all unvested awards. However, for Mr. Witter’s RSUsign-on award that vests over two years (as shown in the “Outstanding Equity Awards at 2018 FiscalYear-End” table), if the Company terminates Mr. Witter’s employment without cause prior to May 24, 2019, any unvested RSUs will immediately vest. |
| (5) | Upon death or disability, vested options remain exercisable for one year. Upon a double trigger following change in control, vested options remain exercisable for 90 days. Upon retirement, vested options remain exercisable until the earlier of (x) the original expiration date or (y) five years from retirement. Upon termination for cause or a violation of specified restrictive covenants, all vested and unvested options terminate and all other unvested awards are forfeited. |
(5) | Upon termination for other reasons, vested options remain exercisable for 90 days. In no case will options remain exercisable later than the original expiration date. |
Other Benefits and Perquisites | | | General Benefits | | • Health and Welfare Benefits—Our executives, including NEOs, are eligible for benefits including group health, dental and disability insurance and basic life insurance premiums. These benefits are intended to provide competitive and adequate protection in case of sickness, disability or death, and the NEOs participate in these plans on the same basis as all other employees. | | | Retirement Savings Benefits | | • 401(k) Plan—The Company maintains atax-qualified 401(k) plan, under which the Company matches 100% of employee contributions up to 3% of eligible compensation and 50% of employee contributions on the next 2% of eligible compensation. • Executive Deferred Compensation Plan (“EDCP”)—We have historically offered the NEOs and other senior management the opportunity to supplement their retirement and othertax-deferred savings through Hilton’s EDCP. Those eligible to participate in the EDCP could elect to defer up to 80% of their annual salary and up to 100% of their bonus. The Company did not provide a contribution or match to the EDCP. As of December 31, 2018, the EDCP was frozen, meaning no new participants may enter the plan and no compensation that is earned after December 31, 2018 may be deferred. Additional information about the EDCP is reflected under “2018 Nonqualified Deferred Compensation.” | | | Perquisites | | • Limited Program—We provide limited perquisites to our NEOs when determined to be necessary and appropriate. The value of the NEOs’ perquisites and other personal benefits are reflected in the “All Other Compensation” column of the “Summary Compensation Table” and the accompanying footnote. The cost of these benefits has historically been a small percentage of the overall compensation package. We believe that these benefits and perquisites are competitive in our industry and consistent with our overall compensation philosophy. • All NEOs—We provide our NEOs with the opportunity for an annual physical examination. We also provide NEOs complimentary rooms, food and beverage andon-site services while on personal travel at Company-branded hotels. The travel-related benefits are consistent with our peers in the hospitality industry and offered to encourage our NEOs to visit and evaluate our properties. |
We provide limited perquisites to our NEOs when determined to be necessary and appropriate. We provide our NEOs with the opportunity for an annual physical examination. We also provide NEOs complimentary rooms, food and beverage, and on-site services while on personal travel at Company-branded hotels. The travel-related benefits are consistent with our peers in the hospitality industry and offered to encourage our NEOs to visit and evaluate our properties. We provide Mr. Nassetta with a life insurance benefit for his family and the associated taxes. In addition, given our wide geographic footprint, Mr. Nassetta has use of the Company aircraft for both business and personal travel, which the Committee believes allows Mr. Nassetta to work more efficiently and safely. The value of the NEOs’ perquisites and other personal benefits are reflected in the “All Other Compensation” column of the “Summary Compensation Table” and the accompanying footnote. The cost of these benefits is a small percentage of the overall compensation package. We believe that these benefits and perquisites are competitive in our industry and consistent with our overall compensation philosophy.
| | | | | • CEO—We provide Mr. Nassetta with a life insurance benefit for his family and the associated taxes. In addition, Mr. Nassetta is authorized to use Company aircraft for all travel, which is the Company’s preference, due to security reasons and the global nature of our business. This method of travel enables Mr. Nassetta to efficiently respond to business priorities and to use travel time in a productive manner for the Company. |
Retirement Savings Benefits
The Company maintains a tax-qualified 401(k) plan, under which the Company matches 100% of employee contributions up to 3% of eligible compensation and 50% of employee contributions on the next 2% of eligible compensation. In addition to the 401(k) plan, the Company also offers the NEOs and other senior management the opportunity to supplement their retirement and other tax-deferred savings through Hilton’s Executive Deferred Compensation Plan (“EDCP”). Those eligible to participate in the EDCP may elect to defer up to 100% of both their annual salary and bonus. The Company currently provides no contribution or match to the EDCP. Additional information about the EDCP is reflected under “2016 Nonqualified Deferred Compensation.”
Pension Benefits In addition to our 401(k) plan and EDCP, Mr. Carter participates in two of our defined benefit pension plans, the Hilton U.K. Pension Plan (the “U.K. Pension Plan”) and the Hilton U.K. Hotels Employer-Financed Retirement Benefit Scheme (the “Supplemental U.K. Plan”), because of his previous service as Chief Executive Officer of Hilton International. Mr. Carter ceased further pensionable service under both plans in 2009. See the “2016“2018 Pension Benefits” table for a description of these defined benefit pension plans. Severance Plan The Committee believes that a carefully structured severance plan is necessary to attract and retain talent. Our severance plan allows executives to focus their attention and energy on making objective business decisions that are in the best interest of stockholders. In addition, the Committee believes that the interests of our stockholders are better protected and enhanced by providing greater certainty regarding executive pay obligations in the context of planning and negotiating any potential corporate transactions. In DecemberAugust 2018, the Committee renewed the Company’s existing executive severance plan, which was adopted at the time of the Company’s IPO in 2013 and expired at the Company approved a severance benefit plan (the “Severance Plan”).end of 2018. Under the terms of the 2019 Executive Severance Plan effective January 1, 2019 (the “Severance Plan”), if an eligible executive’s employment is terminated by us without “cause,” or if the eligible employee terminates his or her employment for “good reason” (each, a “qualifying termination”), then, subject to the eligible employee’s execution andnon-revocation of a release of claims against us, continued compliance with restrictive covenants related to post-employmentnon-solicitation andnon-compete covenants for one year following termination, and indefinite covenants covering confidentiality andnon-disparagement, he or she will be eligible to receive a severance payment amount based on the employee’s position and then-current base salary and target bonus. Under the terms of the Severance Plan, our NEOs will be eligible to receive a severance payment equal to 2.992.0 times (2.99 times in the case of Mr. Nassetta, and 2.0 times, in the case of our other NEOs,Nassetta) the sum of his or her annual base salary and annual target bonus at the time of termination, paid in a lump sum. In addition, upon a qualifying termination, the NEO will be entitled to certain continued health and welfare benefits, as described under “Potential Payments Upon Termination or Change in Control.” The NEOs will also be entitled to the same level of severance upon a qualifying termination in connection with a change in control except that severance may be reduced if doing so would result in the executive realizing a betterafter-tax result following the imposition of any applicable golden parachute excise taxes under Internal Revenue Code Section 4999.4999 of the Code. In addition to the Severance Plan, any compensation and benefits to be made in connection with a separation are determined at the discretion of the Committee and may be based on the executive, his or her position, the nature of the separation and the respective executive’s compliance with specified post-termination restrictive covenants. Risk and Governance Key Executive Compensation Practices We follow key executive compensation practices that promote good governance and serve the interests of our stockholders, as summarized below. What We Do: Emphasize long-term performance—performance—Our long-term incentiveLTI program is designed to focus executives on long-term stockholder value and emphasize achievement of strategic objectives over the next several years. Engage an independent compensation consultant—consultant—The Committee’s consultant does not provide any other services to the Company. Apply “double trigger”double trigger vesting in the event of a change in control – In the event of a change in control of the Company, cashcontrol—Cash severance benefits are payable and vesting of stock options and RSUsequity awards is accelerated only upon a “double trigger,” where themeaning when an executive’s employment is terminated following sucha change in control. For performance awards, the Committee implemented double trigger vesting beginning with grants made in 2017 to better align with market practices and stockholder interests. As a result, all of the Company’s outstanding equity awards (other than the performance awards that vested on December 31, 2018) accelerate vesting only upon a double trigger. Provide limited perquisites—perquisites—Our NEOs receive perquisites consistent with industry practices and participate in the same Company-wide plans and programs offered to all eligible employees. Apply a clawback policy—policy—The Committee has discretion to recover incentive compensation paid or awarded based on financial results impacted by fraud or misconduct. Evaluate share utilization—utilization—The Committee annually reviews share utilization, burn rate and dilution levels resulting from our compensation practices. Establish caps on maximum payouts—payouts—The Committee sets maximum amounts that may be payable for annual cash incentive compensation and long-term performance awards. What We Do Not Do: Provide employment agreements or individual change in control agreements for our NEOs—The Committee has determined that employment agreements are not necessary to attract members of our executive team. Allow pledging, hedging or short-sale transactions—Per our Insider Trading Policy, all covered persons are prohibited from purchasing Company securities on margin or pledging Company securities as collateral. Further, we do not permit short sales or the purchase or sale of derivative instruments based on the Company’s securities. Reprice or buyout underwater stock options—Our Incentive Plan doesPlans do not permit the repricing or substitution of underwater stock options except with stockholder approval. Our Incentive PlanPlans also doesdo not permit the grant of underwater stock options with below-market exercise prices, except in connection with certain corporate transactions. Pay dividends or dividend equivalents on any unvested equity awards—awards prior to vesting—Our Incentive PlanPlans and associated award agreements prohibit the payment and delivery of dividends and dividend equivalents on unvested RSUs and performance shares,awards, unless and until the underlying award vests. Ownership Policy We have adopted an executive stock ownership policy for our NEOs. Each of our NEOs is expected to own shares of our common stock in the following amounts within five years from the later of February 19, 2014 and the date he or she first becomes subject to the stock ownership policy: | | | | | Role | | Salary Multiple | | CEO | | | 5 times base salary | | Other Executive Officers | | | 3 times base salary | |
Each NEO currently employed by the Company satisfies the stock ownership requirement above.Under this requirement, executives may not dispose of any shares of the Company they acquire, including, but not limited to, any shares of vested restricted stock, any shares underlying vested restricted stock units, net of taxes, or any shares acquired upon the exercise of any stock options, net of taxes and payment of any exercise price, in each case, received from grants made until the ownership requirements are satisfied. This restriction does not apply to any shares of our common stock received by the executive in exchange for his or her equity held prior to our initial public offering in December 2013 (the “IPO”).IPO. Clawback Policy We have adopted a clawback policy for our incentive compensation. The Committee determined that it may be appropriate to recover annual and/or long-term incentiveLTI compensation from its current or former officers subject to reporting under Section 16 of the Exchange Act or any other employee designated by the Committee in specified situations. These situations include if such employee was overpaid in whole or in part, as a result of a restatement of the reported financial results of the Company or any of its segments due to materialnon-compliance with financial reporting requirements (unless due to a change in accounting policy or applicable law) caused or contributed to by such employee’s fraud, willful misconduct or gross negligence. If these situations occur, the Committee will review the incentive compensation paid, granted, vested or accrued based on the prior inaccurate results and determine whether to seek recovery of any excess incentive compensation paid or earned as a result of such inaccurate results. Stock Award Granting Policy The annual grant of stock-based awards to our NEOs is approved on the date of the first regularly scheduled Committee meeting of the calendar year (typically held in the first quarter). In addition to annual awards, other grants may be awarded at other timestimes: (1) to attract new hires; (2) to recognize employees for special achievements or for retention purposes; (3) to new employees as a result of the acquisition of another company; or (4) as may be desirable and prudent in other special circumstances. The exercise price of stock options is the closing market price of our common stock on the date of grant. We monitor and periodically review our equity grant policies to ensure compliance with plan rules and applicable law. We do not have a program, plan or practice to time our equity grants in coordination with the release of material,non-public information. Risk Considerations The Committee believes that the design and objectives of our executive compensation program provide an appropriate balance of incentives for executives and avoid inappropriate risks. In this regard, our executive compensation program includes the following design features: Balances fixed versusat-risk compensation; compensation Balances short-term cash and long-term incentive compensation;LTI compensation Provides thatat-risk compensation is based on a variety of qualitative and quantitative performance goals, including the Company’s stock price, the Company’s overall financial performance and the performance of specific business area objectives;objectives Caps the executives’ incentive compensation opportunities;opportunities Provides the Committee with discretion to reduce the annual incentive amount awarded;awarded Significant stock ownership requirements;requirements Provides for a clawback of the executive’s compensation in specified circumstances; andcircumstances Prohibits pledging and hedging of Company stock.stock Compliance with IRS Code Section 162(m) Section 162(m) of the Internal Revenue Code generally limits the Company’s federal income tax deduction for any compensation in excess of $1 million paid to NEOs except(except for the CFO. However, this provision doesCFO, in the case of tax years preceding 2018). For tax years prior to 2018, the deductibility limitation under Section 162(m) did not apply to certain qualified performance-based compensation as long as specified requirements are met. Currently, we claim“performance-based compensation” arrangements or certain awards granted or paid during the benefitCompany’spost-IPO “transition period” under Section 162(m) (which ended on the date of a special exemption that applies to compensation paid (or compensation in respect of equity awards such as stock options or restricted stock granted) during a specified transition period
following the IPO. This transition period may extend until the firstour 2017 annual meeting of stockholders that occurs after the close of the third calendar year following the calendar year in which the IPO occurred (i.e., May 24, 2017), unless the transition period is terminated earlier under the Section 162(m) post-offering transition rules.
At our annual meeting in May 2017, in orderstockholders). However, due to qualify for the qualified performance-based compensation exemption underamendments to Section 162(m), we will seek stockholder approval of the Hilton“performance-based compensation” exception is no longer available for compensation paid with respect to fiscal 2018 and future years (unless paid pursuant to certainpre-November 2, 2017 Omnibus Incentive Plan, including approval ofcontractual arrangements).
Accordingly, while the performance goals of the plan under which the compensation will be paid. In furtherance of our aim of awarding compensation eligible to constitute qualified performance-based compensation under Section 162(m), in February 2017, the Committee approved provisions for payments under our annual cash incentive program and determined that 2017 annual cash incentive awards for our executive officers who are covered by 162(m) are conditioned on achieving Adjusted EBITDA (defined above) in 2017 of at least $1.2 billion. These awards are contingent on stockholder approval of the 2017 Omnibus Incentive Plan at our annual meeting in May 2017. The Committee takes the deductibility limitations of Section 162(m) into account in its compensation decisions; however, the Committee may, in its judgment,decisions, we expect to authorize compensation payments that are not exempt under Section 162(m) when itthe Committee believes that such payments are appropriate to attract or retain talent. Beginning with performance shares granted in 2015, the Committee decided to grant equity in the form of restricted stock instead of RSUs to allow the Company to take advantage of federal income tax deductions under the IPO transition rules.
Summary Compensation Table The following table presents summary information regarding the total compensation awarded to, earned by, or paid to each of our NEOs for the fiscal years indicated. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name | | Year | | | Salary(1)
($) | | | Stock
Awards(2)
($) | | | Option
Awards
(2)
($) | | | Non-Equity
Incentive Plan
Compensation
($) | | | Change in
Pension Value
& Nonqualified
Deferred
Compensation
Earnings(3)
($) | | | All Other
Compensation(4)
($) | | | Total
($) | | Christopher J. Nassetta President & Chief Executive Officer | | | 2016 | | | $ | 1,200,000 | | | $ | 6,532,917 | | | $ | 1,319,999 | | | $ | 1,883,905 | | | | — | | | $ | 64,507 | | | $ | 11,001,328 | | | | | 2015 | | | $ | 1,246,154 | | | $ | 5,419,878 | | | $ | 1,259,993 | | | $ | 2,222,013 | | | | — | | | $ | 69,413 | | | $ | 10,217,451 | | | | | 2014 | | | $ | 1,142,201 | | | $ | 4,969,700 | | | $ | 1,199,997 | | | $ | 2,539,677 | | | | — | | | $ | 50,639 | | | $ | 9,902,214 | | | | | | | | | | | Kevin J. Jacobs EVP and Chief Financial Officer | | | 2016 | | | $ | 743,404 | | | $ | 2,091,147 | | | $ | 422,295 | | | $ | 735,927 | | | | — | | | $ | 24,245 | | | $ | 4,017,018 | | | | | 2015 | | | $ | 748,077 | | | $ | 1,763,592 | | | $ | 409,994 | | | $ | 823,147 | | | | — | | | $ | 10,600 | | | $ | 3,755,410 | | | | | 2014 | | | $ | 663,820 | | | $ | 1,490,884 | | | $ | 359,997 | | | $ | 843,364 | | | | — | | | $ | 11,127 | | | $ | 3,369,192 | | | | | | | | | | | | Ian R. Carter | | | 2016 | | | $ | 739,302 | | | $ | 1,891,199 | | | $ | 381,921 | | | $ | 765,859 | | | | — | | | $ | 2,836 | | | $ | 3,781,117 | �� | | EVP and President, | | | 2015 | | | $ | 744,692 | | | $ | 1,594,971 | | | $ | 370,796 | | | $ | 793,365 | | | | — | | | | — | | | $ | 3,503,824 | | Global Development, Architecture & Construction | | | 2014 | | | $ | 698,077 | | | $ | 1,490,884 | | | $ | 359,997 | | | $ | 723,937 | | | $ | 60,482 | | | $ | 1,385 | | | $ | 3,334,762 | | | | | | | | | | | Mark D. Wang EVP and President, Hilton | | | 2016 | | | $ | 686,495 | | | $ | 1,891,199 | | | $ | 381,921 | | | $ | 732,684 | | | | — | | | $ | 13,436 | | | $ | 3,705,735 | | | | | 2015 | | | $ | 691,500 | | | $ | 1,594,971 | | | $ | 370,796 | | | $ | 777,427 | | | | — | | | $ | 10,600 | | | $ | 3,445,294 | | | Grand Vacations | | | 2014 | | | $ | 623,654 | | | $ | 1,490,884 | | | $ | 359,997 | | | $ | 810,352 | | | | — | | | $ | 11,409 | | | $ | 3,296,296 | | | | | | | | | | | James E. Holthouser EVP, Brands & Marketing | | | 2016 | | | $ | 600,000 | | | $ | 1,889,237 | | | $ | 179,996 | | | $ | 563,430 | | | | — | | | $ | 11,841 | | | $ | 3,244,504 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name | | Year | | | Salary(1)
($) | | | Bonus(2)
($) | | | Stock
Awards(3)(4)
($) | | | Option
Awards(3)
($) | | | Non-Equity
Incentive Plan
Compensation
($) | | | Change in
Pension Value
& Nonqualified
Deferred
Compensation
Earnings(5)
($) | | | All Other
Compensation(6)
($) | | | Total
($) | | Christopher J. Nassetta President & Chief Executive Officer | | | 2018 | | | $ | 1,250,000 | | | | — | | | $ | 11,874,648 | | | $ | 3,958,229 | | | $ | 2,462,813 | | | | — | | | $ | 244,879 | | | $ | 19,790,569 | | | | | 2017 | | | $ | 1,242,308 | | | | — | | | $ | 13,156,151 | | | $ | 1,718,737 | | | $ | 2,604,375 | | | | — | | | $ | 69,127 | | | $ | 18,790,698 | | | | | 2016 | | | $ | 1,200,000 | | | | — | | | $ | 6,532,917 | | | $ | 1,319,999 | | | $ | 1,883,905 | | | | — | | | $ | 64,507 | | | $ | 11,001,328 | | | | | | | | | | | | Kevin J. Jacobs EVP & Chief Financial Officer | | | 2018 | | | $ | 820,308 | | | | — | | | $ | 2,138,959 | | | $ | 712,996 | | | $ | 928,730 | | | | — | | | $ | 11,000 | | | $ | 4,611,993 | | | | | 2017 | | | $ | 791,808 | | | | — | | | $ | 5,799,912 | | | $ | 599,999 | | | $ | 942,080 | | | | — | | | $ | 10,800 | | | $ | 8,144,599 | | | | | 2016 | | | $ | 743,404 | | | | — | | | $ | 2,091,147 | | | $ | 422,295 | | | $ | 735,927 | | | | — | | | $ | 24,245 | | | $ | 4,017,018 | | | | | | | | | | | | Jonathan W. Witter EVP & Chief Customer Officer | | | 2018 | | | $ | 820,308 | | | | — | | | $ | 2,138,959 | | | $ | 712,996 | | | $ | 929,884 | | | | — | | | $ | 11,000 | | | $ | 4,613,147 | | | | | 2017 | | | $ | 584,615 | | | $ | 250,000 | | | $ | 10,299,938 | | | $ | 599,988 | | | $ | 648,338 | | | | — | | | | — | | | $ | 12,382,879 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Ian R. Carter EVP & President, Global Development | | | 2018 | | | $ | 784,326 | | | | — | | | $ | 1,519,315 | | | $ | 506,466 | | | $ | 935,501 | | | | — | | | | — | | | $ | 3,745,608 | | | | | 2017 | | | $ | 761,482 | | | | — | | | $ | 1,475,159 | | | $ | 491,725 | | | $ | 908,722 | | | $ | 195,315 | | | | — | | | $ | 3,832,403 | | | | | 2016 | | | $ | 739,302 | | | | — | | | $ | 1,891,199 | | | $ | 381,921 | | | $ | 765,859 | | | | — | | | $ | 2,836 | | | $ | 3,781,117 | | | | | | | | | | | | Kristin A. Campbell
EVP & General Counsel | | | 2018 | | | $ | 677,826 | | | | — | | | $ | 1,411,161 | | | $ | 470,416 | | | $ | 784,959 | | | | — | | | $ | 11,000 | | | $ | 3,355,362 | | | | | 2017 | | | $ | 652,699 | | | | — | | | $ | 3,229,219 | | | $ | 409,771 | | | $ | 780,436 | | | | — | | | $ | 10,800 | | | $ | 5,082,925 | | | | | 2016 | | | $ | 633,688 | | | | — | | | $ | 1,575,984 | | | $ | 318,266 | | | $ | 643,033 | | | | — | | | $ | 12,963 | | | $ | 3,183,934 | |
| (1) | Amounts in this column reflect the salary earned during the fiscal year, whether paid or deferred under the Company’s employee benefit plans. |
| (2) | Represents (a)thesign-on bonus awarded to Mr. Witter. |
| (3) | Represents the aggregate grant date fair value of the awards computed in accordance with FASB ASC Topic 718, using the assumptions discussed in Note 20 (“Share-Based16: “Share-Based Compensation”) of the audited consolidated financial statements included elsewhere in this prospectus and (b) the incremental fair values of the performance shares granted in 2015 and 2016 which were modified in November 2016 in connection with the spin-offs (as described below). Further, inprospectus. |
| (4) | In accordance with the SEC’s rules, dividend equivalents that accrued on the executives’ RSUs and performance sharesawards granted in 20162018 are not reported above because dividends were factored into the grant date fair value of these awards. |
Of the performance shares granted in 2016, 50% were scheduled to vest according to EBITDA CAGR and 50% vest according to Relative TSR. The grant date fair value of the shares that were scheduled to vest according to EBITDA CAGR was computed in accordance with FASB ASC Topic 718 based upon the probable outcome of the performance conditions as of the grant date. Assuming the highest level of performance achievement as of the grant date, the aggregate grant date fair value of the EBITDA CAGR awards would have been: Mr. Nassetta—$3,960,004; Mr. Jacobs—$1,266,884; Mr. Carter—$1,145,774; Mr. Wang—$1,145,774; and Mr. Holthouser—$539,980. As the shares that were scheduled to vest according to Relative TSR are subject to market conditions as defined under FASB ASC Topic 718 and were not subject to performance conditions as defined under FASB ASC Topic 718, they had no maximum grant date fair values that differed from the grant date fair values presented in the table.
As described above under “Treatment of Outstanding Equity Awards in Connection with Spin-Offs,” the performance shares granted in 2015 and 2016 were modified in November 2016 into converted performance shares, and there was incremental fair value calculated in accordance with FASB ASC Topic 718 for each of Messrs. Nassetta, Jacobs, Carter, Wang and Holthouser in the amounts of $1,131,783, $363,218, $328,484, $328,484 and $152,755, respectively. In January 2017, all of the executives’ outstanding stock options (whether vested or unvested), RSUs and performance shares were adjusted in a manner intended to preserve the value of the awards; the amounts reported in the table above do not reflect these adjustments.
| Of the performance awards granted in 2018, 50% vest according to three-year EBITDA CAGR and 50% vest according to three-year FCF per share CAGR. The grant date fair value was computed in accordance with FASB ASC Topic 718 based upon the probable outcome of the performance conditions as of the grant date. Assuming the highest level of performance achievement as of the grant date, the aggregate grant date fair value of the performance awards would have been: Mr. Nassetta—$15,832,864; Mr. Jacobs—$2,851,998; Mr. Witter—$2,851,998; Mr. Carter—$2,025,806; and Ms. Campbell—$1,881,547. |
(3)(5) | For 2016,2018, the actual annual change in pension value was negative (-$62,013)($111,984) for Mr. Carter, but it is not reflected in the table pursuant to SEC regulations regarding negative amounts. Amounts reported represent the aggregate increasechange in the actuarial present value of Mr. Carter’s accumulated benefit under the defined-present value of the retirement pension due based on assumptions described below. This value is the sum that would be payable should Mr. Carter choose to transfer his benefits from the U.K. Pension Plan in full as of December 31, 2016, 20152018, 2017 and 2014.2016. The key financial assumptions used in the calculation of the present value included discount rates of 4.65%, 5.2%4.50% and 4.5%4.65% for 2016, 20152018, 2017 and 2014,2016, respectively, CPI inflation of 2.75%2.50%, 2.60%2.45% and 1.95%2.75% for 2016, 20152018, 2017 and 2014,2016, respectively, and pension inflation of 1.80%1.60%, 1.75%1.60% and 1.50%1.80% for 2016, 20152018, 2017 and 2014,2016, respectively. The Company does not provide any of its executives with any above-market or preferential earnings on nonqualified deferred compensation. |
(4)(6) | All Other Compensation for 20162018 includes: |
| Name | | Company
401(k)
Match
($) | | Insurance
Premiums(a)
($) | | Personal
Use of
Company
Aircraft(b)
($) | | Executive
Physical
($) | | Reimbursements
for Taxes
Incurred for
Specified
Perquisites(c)
($) | | Dividend
Equivalents(d)
($) | | Other(e)
($) | | Total
($) | | | Company
401(k)
Match
($) | | | Insurance
Premiums(a)
($) | | | Personal
Use of
Company
Aircraft(b)
($) | | | Reimbursements
for Taxes
Incurred for
Specified
Perquisites(c)
($) | | | Other(d)
($) | | | Total
($) | | Christopher J. Nassetta | | $ | 10,600 | | | $ | 7,525 | | | $ | 4,620 | | | $ | 2,480 | | | $ | 11,512 | | | $ | 9,636 | | | $ | 18,134 | | | $ | 64,507 | | | $ | 11,000 | | | $ | 7,525 | | | $ | 93,147 | | | $ | 106,958 | | | $ | 26,249 | | | $ | 244,879 | | Kevin J. Jacobs | | $ | 10,600 | | | | — | | | | — | | | $ | 2,354 | | | | — | | | $ | 3,135 | | | $ | 8,156 | | | $ | 24,245 | | | $ | 11,000 | | | | — | | | | — | | | | — | | | | — | | | $ | 11,000 | | Jonathan W. Witter | | | $ | 11,000 | | | | — | | | | — | | | | — | | | | — | | | $ | 11,000 | | Ian R. Carter | | | — | | | | — | | | | — | | | | — | | | | — | | | $ | 2,836 | | | | — | | | $ | 2,836 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Mark D. Wang | | $ | 10,600 | | | | — | | | | — | | | | — | | | | — | | | $ | 2,836 | | | | — | | | $ | 13,436 | | | James E. Holthouser | | $ | 10,600 | | | | — | | | | — | | | | — | | | | — | | | $ | 1,241 | | | | — | | | $ | 11,841 | | | Kristin A. Campbell | | | $ | 11,000 | | | | — | | | | — | | | | — | | | | — | | | $ | 11,000 | |
| | (a) | Employer-paid premiums for Mr. Nassetta’s executive life insurance policy. |
| | (b) | Incremental costs associated with guests accompanying Mr. Nassetta onis authorized to use the Company aircraft duringfor all travel, which is the year ended December 31, 2016. For purposesCompany’s preference, due to security reasons and the global nature of our business. This method of travel enables Mr. Nassetta to efficiently respond to business priorities and to use travel time in a productive manner for the Company. The amount reported reflects incremental costs for personal use of the “Summary Compensation Table,” we value the incremental cost associated with theseCompany aircraft by Mr. Nassetta and his accompanying guests and is determined by using a method that takes into account thecalculating an hourly variable costs. Sincerate (e.g., fuel, catering, certain maintenance costs, landing fees, crew travel and other miscellaneous variable costs) for the aircraft is used primarilyand then multiplying the result by the hours flown for business travel, the calculationpersonal use. The amount does not include the fixed costs that do not change based on usage, such as crew salaries and hangar storage costs and cost of maintenance not related to trips.costs. |
| | (c) | Reflects $4,213$79,213 of employer-paid taxes owed with respect to Mr. Nassetta’s personal use of the Company aircraft, $6,863$6,182 of employer-paid taxes owed in connection with his employer-paid executive life insurance policy and $436$21,563 of employer-paid taxes owed in connection with employer-paid expenses incurred at Company-branded hotels while on personal travel. |
| | (d) | Reflects dividend equivalents accrued on eligible equity awards where dividends were not factored into the grant date fair value of such previously disclosed awards. |
| (e) | Employer-paid expenses incurred at Company-branded hotels while on personal travel. |
20162018 Grants of Plan-Based Awards
The following table sets forth grants of plan-based awards to the NEOs during the fiscal year ended December 31, 2016, prior to the January 2017 adjustments made in connection with the spin-offs. For information on a post-adjusted basis, see the supplemental table below.2018. | | | | | | Estimated Future Payouts Under
Non-Equity Incentive Plan Awards(1) | | Estimated Future Payouts
Under Equity Incentive Plan
Awards(2) | | All
Other
Stock
Awards
Number
or
Shares
of Stock
or Units
(#) | | | All Other
Option
Awards:
Number of
Securities
Underlying
Options (#) | | | Exercise
or Base
Price of
Option
Awards
($/sh) | | | Grant Date
Fair Value
of Stock
and Option
Awards(3)
($) | | | | | Estimated Future Payouts Under
Non-Equity Incentive Plan Awards(1) | | Estimated Future Payouts Under
Equity Incentive Plan Awards(2) | | | All Other
Stock
Awards:
Number
or Shares
of Stock
or Units
(#) | | All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#) | | Exercise
or Base
Price of
Option
Awards
($/sh) | | Grant Date
Fair Value
of Stock
and Option
Awards(3)
($) | | Name | | Award Type | | Grant
Date | | Threshold
($) | | Target ($) | | Maximum
($) | | Threshold
(#) | | Target
(#) | | Maximum
(#) | | | Award Type | | Grant
Date | | Threshold
($) | | Target
($) | | Maximum
($) | | Threshold
(#) | | Target
(#) | | Maximum
(#) | | Christopher J. Nassetta | | Annual Cash Incentive | | | — | | | $ | 40,909 | | | $ | 1,800,000 | | | $ | 3,600,000 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | Annual Cash Incentive | | | — | | | $ | 46,875 | | | $ | 1,875,000 | | | $ | 3,750,000 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | Performance Shares | | 2/18/16 | | | | — | | | | — | | | | — | | | 100,969 | | | 201,937 | | | 403,874 | | | | — | | | | — | | | | — | | | $ | 4,081,146 | | | Performance Awards | | 3/1/18 | | | | — | | | | — | | | | — | | | 49,883 | | | 99,766 | | | 199,532 | | | | — | | | | — | | | | — | | | $ | 7,916,432 | | | | RSUs | | 2/18/16 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | 67,312 | | | | — | | | | — | | | $ | 1,319,988 | | | RSUs | | 3/1/18 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | 49,883 | | | | — | | | | — | | | $ | 3,958,216 | | | | Stock Options | | 2/18/16 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | 241,316 | | | $ | 19.61 | | | $ | 1,319,999 | | | Stock Options | | 3/1/18 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | 166,452 | | | $ | 79.35 | | | $ | 3,958,229 | | | | Modified 2015 Award(4) | | 11/29/16 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | 8,259 | | | | — | | | | — | | | $ | 204,906 | | | | | Modified 2016 Award(4) | | 11/29/16 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | 37,359 | | | | — | | | | — | | | $ | 926,877 | | | Kevin J. Jacobs | | Annual Cash Incentive | | | — | | | $ | 37,338 | | | $ | 746,750 | | | $ | 1,120,125 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | Annual Cash Incentive | | | — | | | $ | 41,200 | | | $ | 824,000 | | | $ | 1,236,000 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | Performance Shares | | 2/18/16 | | | | — | | | | — | | | | — | | | 32,302 | | | 64,604 | | | 129,208 | | | | — | | | | — | | | | — | | | $ | 1,305,647 | | | Performance Awards | | 3/1/18 | | | | — | | | | — | | | | — | | | 8,985 | | | 17,971 | | | 35,942 | | | | — | | | | — | | | | — | | | $ | 1,425,999 | | | | RSUs | | 2/18/16 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | 21,534 | | | | — | | | | — | | | $ | 422,282 | | | RSUs | | 3/1/18 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | 8,985 | | | | — | | | | — | | | $ | 712,960 | | | | Stock Options | | 2/18/16 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | 77,202 | | | $ | 19.61 | | | $ | 422,295 | | | Stock Options | | 3/1/18 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | 29,983 | | | $ | 79.35 | | | $ | 712,996 | | | | Modified 2015 Award(4) | | 11/29/16 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | 2,688 | | | | — | | | | — | | | $ | 66,689 | | | Jonathan W. Witter | | | Annual Cash Incentive | | | — | | | $ | 41,200 | | | $ | 824,000 | | | $ | 1,236,000 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | Performance Awards | | 3/1/18 | | | | — | | | | — | | | | — | | | 8,985 | | | 17,971 | | | 35,942 | | | | — | | | | — | | | | — | | | $ | 1,425,999 | | | | RSUs | | 3/1/18 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | 8,985 | | | | — | | | | — | | | $ | 712,960 | | | | Modified 2016 Award(4) | | 11/29/16 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | 11,952 | | | | — | | | | — | | | $ | 296,529 | | | Stock Options | | 3/1/18 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | 29,983 | | | $ | 79.35 | | | $ | 712,996 | | Ian R. Carter | | Annual Cash Incentive | | | — | | | $ | 37,132 | | | $ | 742,630 | | | $ | 1,113,945 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | Annual Cash Incentive | | | — | | | $ | 39,393 | | | $ | 787,856 | | | $ | 1,181,784 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | Performance Shares | | 2/18/16 | | | | — | | | | — | | | | — | | | 29,214 | | | 58,427 | | | 116,854 | | | | — | | | | — | | | | — | | | $ | 1,180,810 | | | Performance Awards | | 3/1/18 | | | | — | | | | — | | | | — | | | 6,382 | | | 12,765 | | | 25,530 | | | | — | | | | — | | | | — | | | $ | 1,012,903 | | | | RSUs | | 2/18/16 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | 19,475 | | | | — | | | | — | | | $ | 381,905 | | | RSUs | | 3/1/18 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | 6,382 | | | | — | | | | — | | | $ | 506,412 | | | | Stock Options | | 2/18/16 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | 69,821 | | | $ | 19.61 | | | $ | 381,921 | | | Stock Options | | 3/1/18 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | 21,298 | | | $ | 79.35 | | | $ | 506,466 | | Kristin A. Campbell | | | Annual Cash Incentive | | | — | | | $ | 34,093 | | | $ | 681,861 | | | $ | 1,022,792 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | Performance Awards | | 3/1/18 | | | | — | | | | — | | | | — | | | 5,928 | | | 11,856 | | | 23,712 | | | | — | | | | — | | | | — | | | $ | 940,774 | | | | RSUs | | 3/1/18 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | 5,928 | | | | — | | | | — | | | $ | 470,387 | | | | Modified 2015 Award(4) | | 11/29/16 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | 2,431 | | | | — | | | | — | | | $ | 60,313 | | | Stock Options | | 3/1/18 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | 19,782 | | | $ | 79.35 | | | $ | 470,416 | | | | Modified 2016 Award(4) | | 11/29/16 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | 10,809 | | | | — | | | | — | | | $ | 268,171 | | | Mark D. Wang | | Annual Cash Incentive | | | — | | | $ | 34,479 | | | $ | 689,585 | | | $ | 1,034,378 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | | Performance Shares | | 2/18/16 | | | | — | | | | — | | | | — | | | 29,214 | | | 58,427 | | | 116,854 | | | | — | | | | — | | | | — | | | $ | 1,180,810 | | | | | RSUs | | 2/18/16 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | 19,475 | | | | — | | | | — | | | $ | 381,905 | | | | | Stock Options | | 2/18/16 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | 69,821 | | | $ | 19.61 | | | $ | 381,921 | | | | | Modified 2015 Award(4) | | 11/29/16 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | 2,431 | | | | — | | | | — | | | $ | 60,313 | | | | | Modified 2016 Award(4) | | 11/29/16 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | 10,809 | | | | — | | | | — | | | $ | 268,171 | | | James E. Holthouser | | Annual Cash Incentive | | | — | | | $ | 30,000 | | | $ | 600,000 | | | $ | 900,000 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | | Performance Shares | | 2/18/16 | | | | — | | | | — | | | | — | | | 13,768 | | | 27,536 | | | 55,072 | | | | — | | | | — | | | | — | | | $ | 556,502 | | | | | RSUs | | 2/18/16 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | 9,178 | | | | — | | | | — | | | $ | 179,981 | | | | | RSUs(5) | | 5/5/16 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | 45,372 | | | | — | | | | — | | | $ | 999,999 | | | | | Stock Options | | 2/18/16 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | 32,906 | | | $ | 19.61 | | | $ | 179,996 | | | | | Modified 2015 Award(4) | | 11/29/16 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | 1,063 | | | | — | | | | — | | | $ | 26,373 | | | | | Modified 2016 Award(4) | | 11/29/16 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | 5,094 | | | | — | | | | — | | | $ | 126,382 | | |
| (1) | Reflects the possible payouts under the 20162018 annual cash incentive program. Amounts reported in the “Threshold” column assume that there is no payout under the Adjusted EBITDA component of the annual cash incentive program and that the NEO only earns the minimum payout for the one business area or organizational strength performance objective that has been assigned the lowest weighting. The actual amounts paid are described in the “Non-Equity“Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table.” |
| (2) | As described in further detail under “Long-Term Incentive Awards,“LTI Program,” the performance sharesawards granted in 2016 hadhave a 3-yearthree-year performance period scheduled to endending on December 31, 2018 and would have vested, as to2020 with 50% of the awards,vesting based on Relative TSRFCF per share CAGR and as to 50% of the award,vesting based on EBITDA CAGR. Amounts reported in the “Threshold” column assume that 50% of the totaltarget performance shares awarded would have vestedawards will vest and amounts reported in the “Maximum” column assume that 200% of the totaltarget performance shares awarded would have vested. In connection with the spin-offs, these awards were modified into converted performance shares based on an assumed target level of performance achievement and adjusted as described under “Treatment of Outstanding Equity Awards in Connection with Spin-Offs.” The number of converted performance shares received in respect of the performance shares granted in 2016 as adjusted in connection with the spin-offs is reflected in the supplemental table below.will vest. |
| (3) | Represents the grant date fair value of the awards computed in accordance with FASB ASC Topic 718, using the assumptions discussed in Note 20 (“Share-Based16: “Share-Based Compensation”) of the audited consolidated financial statements included elsewhere in this prospectus. The stock options have an exercise price per share equal to the closing price of the Company’s common stock as reported on the NYSE on the date of grant. |
The grant date fair value of the performance shares that were
| The grant date fair value of the performance awards that are scheduled to vest according to three-year EBITDA CAGR was computed in accordance with FASB ASC Topic 718 based upon the probable outcome of the performance conditions as of the grant date and was determined to be for each of Messrs. Nassetta, Jacobs, Carter, Wang and Holthouser, $1,980,002, $633,442, $572,887, $572,887 and $269,990, respectively. The grant date fair value of the performance shares that were scheduled to vest based on Relative TSR was determined to be for each of Messrs. Nassetta, Jacobs, Carter, Wang and Holthouser, $2,101,144, $672,205, $607,923, $607,923 and $286,512, respectively. (4) | Represents the performance shares granted in 2015 and 2016, all of which were modified in November 2016 into converted performance shares in connection with the spin-offs. The number of converted shares received in the modification, and reflected in the table above, assumed that target levels of both EBITDA CAGR and Relative TSR would have been achieved. See, “Treatment of Outstanding Equity Awards in Connection with Spin-Offs.” In connection with this modification, there was incremental fair value calculated in accordance with FASB ASC Topic 718 for eachbased upon the probable outcome of Messrs. Nassetta, Jacobs, Carter, Wang and Holthouser in the amountsperformance conditions as of $1,131,783, $363,218, $328,484, $328,484 and $152,755, respectively. |
(5) | Represents one-time RSUs granted to Mr. Holthouser, as described under “Long-Term Incentive Awards.” |
Supplemental Table to 2016 Grants of Plan-Based Awards
The following supplemental table reflects the equity awards granted to our NEOs during the fiscal year ended December 31, 2016, after giving effect to the January 2017 adjustments made in connection with the spin-offs. This table is not required by SEC regulations and is not a substitute for the required “2016 Grants of Plan-Based Awards” table shown above.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Estimated Future Payouts Under
Equity Incentive Plan Awards(1) | | | All Other
Stock
Awards:
Number
or Shares
of Stock
or Units
(#) | | | All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#) | | | Exercise
or Base
Price of
Option
Awards
($/sh) | | Name | | Grant
Date | | | Threshold
(#) | | | Target
(#) | | | Maximum
(#) | | | | | Christopher J. Nassetta | | | 2/18/16 | | | | 47,820 | | | | 95,639 | | | | 191,278 | | | | 31,879 | | | | 114,289 | | | $ | 41.41 | | Kevin J. Jacobs | | | 2/18/16 | | | | 15,298 | | | | 30,596 | | | | 61,192 | | | | 10,198 | | | | 36,563 | | | $ | 41.41 | | Ian R. Carter | | | 2/18/16 | | | | 13,836 | | | | 27,671 | | | | 55,342 | | | | 9,223 | | | | 33,068 | | | $ | 41.41 | | Mark D. Wang(2) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | James E. Holthouser | | | 2/18/16 | | | | 6,520 | | | | 13,040 | | | | 26,080 | | | | 4,346 | | | | 15,584 | | | $ | 41.41 | | | | | 5/5/16 | | | | — | | | | — | | | | — | | | | 21,488 | | | | — | | | | — | |
(1) | The amounts reported reflect the number of shares granted on the grant date and the option exercise price after giving effectwas determined to the adjustments in connection with the spin-offs.be for each of Mr. Nassetta, Mr. Jacobs, Mr. Witter, Mr. Carter and Ms. Campbell, $3,958,216, $713,039, $713,039, $506,491 and $470,387, respectively. The amounts reported under the “Estimated Future Payouts Under Equity Incentive Plan Awards” columns reflect the number of performance shares granted in 2016, on an adjusted basis, that could have been earned at the endgrant date fair value of the performance periodawards that are scheduled to vest based on the levelthree-year FCF per share CAGR was determined to be for each of achievement of the performance conditions. These performance shares were modified into converted performance shares assuming a target level of achievementMr. Nassetta, Mr. Jacobs, Mr. Witter, Mr. Carter and adjusted as described under “Treatment of Outstanding Equity Awards in Connection with Spin-Offs.” The number in the “Target” column reflects the number of converted performance shares received, on an adjusted basis, in respect of the performance shares granted in 2016Ms. Campbell, $3,958,216, $712,960, $712,960, $506,412 and that are eligible to vest on the original vesting date (December 31, 2018).$470,387, respectively. |
(2) | Mr. Wang’s equity awards were converted into awards that will settle in or be exercisable for shares of HGV common stock. |
Outstanding Equity Awards at 20162018 FiscalYear-End The following table sets forth information regarding the outstanding equity awards held by our NEOs as of December 31, 2016, prior to the January 2017 adjustments made in connection with the spin-offs. For information on a post-adjusted basis, see the supplemental table below.2018. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name | | Grant
Date | | | Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#) | | | Number of
Securities
Underlying
Unexercised
Options
Unexercisable(1)(2)
(#) | | | Option
Exercise Price
($) | | | Option
Expiration
Date | | | Number of
Shares or Units
of Stock That
Have Not
Vested(2)
(#) | | | Market Value of
Shares or Units
of Stock
That Have Not
Vested(3)
($) | | Christopher J. Nassetta | | | 2/19/14 | | | | 104,485 | | | | 53,826 | | | $ | 21.53 | | | | 2/19/24 | | | | — | | | | — | | | | | 2/10/15 | | | | 50,059 | | | | 100,119 | | | $ | 27.46 | | | | 2/10/25 | | | | 22,942 | (4) | | $ | 624,022 | | | | | 2/10/15 | | | | — | | | | — | | | | — | | | | — | | | | 137,654 | (5) | | $ | 3,744,189 | | | | | 2/18/16 | | | | — | | | | 241,316 | | | $ | 19.61 | | | | 2/18/26 | | | | 67,312 | (4) | | $ | 1,830,886 | | | | | 2/18/16 | | | | — | | | | — | | | | — | | | | — | | | | 201,937 | (5) | | $ | 5,492,686 | | Kevin J. Jacobs | | | 2/19/14 | | | | 31,345 | | | | 16,148 | | | $ | 21.53 | | | | 2/19/24 | | | | — | | | | — | | | | | 2/10/15 | | | | 16,288 | | | | 32,579 | | | $ | 27.46 | | | | 2/10/25 | | | | 7,465 | (4) | | $ | 203,048 | | | | | 2/10/15 | | | | — | | | | — | | | | — | | | | — | | | | 44,792 | (5) | | $ | 1,218,342 | | | | | 2/18/16 | | | | — | | | | 77,202 | | | $ | 19.61 | | | | 2/18/26 | | | | 21,534 | (4) | | $ | 585,725 | | | | | 2/18/16 | | | | — | | | | — | | | | — | | | | — | | | | 64,604 | (5) | | $ | 1,757,229 | | Ian R. Carter | | | 2/19/14 | | | | 31,345 | | | | 16,148 | | | $ | 21.53 | | | | 2/19/24 | | | | — | | | | — | | | | | 2/10/15 | | | | 14,731 | | | | 29,464 | | | $ | 27.46 | | | | 2/10/25 | | | | 6,752 | (4) | | $ | 183,654 | | | | | 2/10/15 | | | | — | | | | — | | | | — | | | | — | | | | 40,509 | (5) | | $ | 1,101,845 | | | | | 2/18/16 | | | | — | | | | 69,821 | | | $ | 19.61 | | | | 2/18/26 | | | | 19,475 | (4) | | $ | 529,720 | | | | | 2/18/16 | | | | — | | | | — | | | | — | | | | — | | | | 58,427 | (5) | | $ | 1,589,214 | | Mark D. Wang | | | 2/19/14 | | | | 31,345 | | | | 16,148 | | | $ | 21.53 | | | | 2/19/24 | | | | — | | | | — | | | | | 2/10/15 | | | | 14,731 | | | | 29,464 | | | $ | 27.46 | | | | 2/10/25 | | | | 6,752 | (4) | | $ | 183,654 | | | | | 2/10/15 | | | | — | | | | — | | | | — | | | | — | | | | 40,509 | (5) | | $ | 1,101,845 | | | | | 2/18/16 | | | | — | | | | 69,821 | | | $ | 19.61 | | | | 2/18/26 | | | | 19,475 | (4) | | $ | 529,720 | | | | | 2/18/16 | | | | — | | | | — | | | | — | | | | — | | | | 58,427 | (5) | | $ | 1,589,214 | | James E. Holthouser | | | 2/19/14 | | | | 13,713 | | | | 7,065 | | | $ | 21.53 | | | | 2/19/24 | | | | — | | | | — | | | | | 2/10/15 | | | | 6,444 | | | | 12,891 | | | $ | 27.46 | | | | 2/10/25 | | | | 2,954 | (4) | | $ | 80,349 | | | | | 2/10/15 | | | | — | | | | — | | | | — | | | | — | | | | 17,723 | (5) | | $ | 482,066 | | | | | 2/18/16 | | | | — | | | | 32,906 | | | $ | 19.61 | | | | 2/18/26 | | | | 9,178 | (4) | | $ | 249,642 | | | | | 2/18/16 | | | | — | | | | — | | | | — | | | | — | | | | 27,536 | (5) | | $ | 748,979 | | | | | 5/5/16 | | | | — | | | | — | | | | — | | | | — | | | | 45,372 | (4) | | $ | 1,234,118 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name | | Grant
Date | | | Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#) | | | Number of
Securities
Underlying
Unexercised
Options
Unexercisable(1)(2)
(#) | | | Option
Exercise
Price
($) | | | Option
Expiration
Date | | | Number of
Shares or Units
of Stock That
Have Not Vested(2)
(#) | | | Market Value of
Shares or Units
of Stock That
Have
Not Vested(3)
($) | | | Equity Incentive
Plan Awards:
Number of
Unearned
Shares, Units or
Other Rights
That Have
Not Vested(2)(4)
(#) | | | Equity Incentive
Plan Awards:
Market or Payout
Value of Unearned
Shares, Units or
Other Rights
That Have
Not Vested(3)(4)
($) | | Christopher J.
Nassetta | | | 2/19/14 | | | | 74,977 | | | | — | | | $ | 45.46 | | | | 2/19/24 | | | | — | | | | — | | | | — | | | | — | | | | | 2/10/15 | | | | 71,125 | | | | — | | | $ | 57.99 | | | | 2/10/25 | | | | — | | | | — | | | | — | | | | — | | | | | 2/18/16 | | | | 76,192 | | | | 38,097 | | | $ | 41.41 | | | | 2/18/26 | | | | — | | | | — | | | | — | | | | — | | | | | 2/27/17 | | | | 41,335 | | | | 82,672 | | | $ | 58.02 | | | | 2/27/27 | | | | 14,812 | (5) | | $ | 1,063,502 | | | | 118,492 | | | $ | 8,507,726 | | | | | 2/27/17 | | | | — | | | | — | | | | — | | | | — | | | | 91,923 | (6) | | $ | 6,600,071 | | | | — | | | | — | | | | | 3/1/18 | | | | — | | | | 166,452 | | | $ | 79.35 | | | | 3/1/28 | | | | 49,883 | (5) | | $ | 3,581,599 | | | | 199,532 | | | $ | 14,326,398 | | Kevin J.
Jacobs | | | 2/19/14 | | | | 22,493 | | | | — | | | $ | 45.46 | | | | 2/19/24 | | | | — | | | | — | | | | — | | | | — | | | | | 2/10/15 | | | | 23,143 | | | | — | | | $ | 57.99 | | | | 2/10/25 | | | | — | | | | — | | | | — | | | | — | | | | | 2/18/16 | | | | 24,374 | | | | 12,189 | | | $ | 41.41 | | | | 2/18/26 | | | | — | | | | — | | | | — | | | | — | | | | | 2/27/17 | | | | 14,429 | | | | 28,861 | | | $ | 58.02 | | | | 2/27/27 | | | | 5,171 | (5) | | $ | 371,278 | | | | 41,364 | | | $ | 2,969,935 | | | | | 2/27/17 | | | | — | | | | — | | | | — | | | | — | | | | 45,961 | (6) | | $ | 3,300,000 | | | | — | | | | — | | | | | 3/1/18 | | | | — | | | | 29,983 | | | $ | 79.35 | | | | 3/1/28 | | | | 8,985 | (5) | | $ | 645,123 | | | | 35,942 | | | $ | 2,580,636 | | Jonathan W.
Witter | | | 5/24/17 | | | | 12,665 | | | | 25,333 | | | $ | 65.48 | | | | 5/24/27 | | | | 4,582 | (5) | | $ | 328,988 | | | | 36,652 | | | $ | 2,631,614 | | | | | 5/24/17 | | | | — | | | | — | | | | — | | | | — | | | | 45,816 | (7) | | $ | 3,289,589 | | | | — | | | | — | | | | | 5/24/17 | | | | — | | | | — | | | | — | | | | — | | | | 34,362 | (8) | | $ | 2,467,192 | | | | — | | | | — | | | | | 3/1/18 | | | | — | | | | 29,983 | | | $ | 79.35 | | | | 3/1/28 | | | | 8,985 | (5) | | $ | 645,123 | | | | 35,942 | | | $ | 2,580,636 | | Ian R.
Carter | | | 2/19/14 | | | | 22,493 | | | | — | | | $ | 45.46 | | | | 2/19/24 | | | | — | | | | — | | | | — | | | | — | | | | | 2/10/15 | | | | 20,931 | | | | — | | | $ | 57.99 | | | | 2/10/25 | | | | — | | | | — | | | | — | | | | — | | | | | 2/18/16 | | | | 22,044 | | | | 11,024 | | | $ | 41.41 | | | | 2/18/26 | | | | — | | | | — | | | | — | | | | — | | | | | 2/27/17 | | | | 11,825 | | | | 23,653 | | | $ | 58.02 | | | | 2/27/27 | | | | 4,238 | (5) | | $ | 304,288 | | | | 33,900 | | | $ | 2,434,020 | | | | | 3/1/18 | | | | — | | | | 21,298 | | | $ | 79.35 | | | | 3/1/28 | | | | 6,382 | (5) | | $ | 458,228 | | | | 25,530 | | | $ | 1,833,054 | | Kristin A.
Campbell | | | 2/19/14 | | | | 18,744 | | | | — | | | $ | 45.46 | | | | 2/19/24 | | | | — | | | | — | | | | — | | | | — | | | | | 2/10/15 | | | | 17,442 | | | | — | | | $ | 57.99 | | | | 2/10/25 | | | | — | | | | — | | | | — | | | | — | | | | | 2/18/16 | | | | 18,370 | | | | 9,186 | | | $ | 41.41 | | | | 2/18/26 | | | | — | | | | — | | | | — | | | | — | | | | | 2/27/17 | | | | 9,854 | | | | 19,711 | | | $ | 58.02 | | | | 2/27/27 | | | | 3,531 | (5) | | $ | 253,526 | | | | 28,250 | | | $ | 2,028,350 | | | | | 2/27/17 | | | | — | | | | — | | | | — | | | | — | | | | 22,981 | (6) | | $ | 1,650,036 | | | | — | | | | — | | | | | 3/1/18 | | | | — | | | | 19,782 | | | $ | 79.35 | | | | 3/1/28 | | | | 5,928 | (5) | | $ | 425,630 | | | | 23,712 | | | $ | 1,702,522 | |
| (1) | The stockStock options granted in February of 2014, 2015 and 2016 were scheduled to vest in three equal annual installments beginning on the following February 15, which is approximately the first anniversary of the grant date. In February 2017, the Committee modified the vesting schedule of all of these awards so that the tranche of equity vestingStock options granted in February of any given year is scheduled toMarch vest on February 15 of that year, subject to the executive’s continued employmentin three equal annual installments beginning on the applicable vestingfollowing March 3, which is approximately the first anniversary of the grant date. |
| (2) | For additional information on vesting upon specified termination events or a change in control, see “Long-Term Incentive Awards”“LTI Program” and “Potential Payments Upon Termination or Change in Control.” |
| (3) | Amounts reported are based on the closing price of our common stock on the NYSE as of December 30, 201631, 2018 ($27.20), the last trading day of the fiscal year,71.80) multiplied by the number of outstanding shares. |
| (4) | RepresentsPerformance awards vest according to EBITDA CAGR and FCF per share CAGR at the end of a three-year performance period. In the table above, the number and market value of units reported reflect maximum achievement based on the Company’s performance as of December 31, 2018. The actual number of units that will be distributed is not yet determinable. |
| (5) | RSUs granted in 2017 vest in two equal annual installments beginning on the following February 15, which is approximately the first anniversary of 2015the grant date for all NEOs other than Mr. Witter, whose RSUs were granted in May 2017. RSUs granted March 2018 vest in two equal annual installments beginning on the following March 3, which is approximately the first anniversary of the grant date. |
| (6) | Spin-off grants awarded in February 2017 vest in three equal annual installments beginning on February 15, 2018, which is approximately the first anniversary of the grant date. The Committee awarded thespin-off grants in recognition of contributions towards the completion of the January 2017 spin-offs and 2016, which were scheduled to promote retention of key executives. The spin-offs completed Hilton’s transformation into afee-based, capital-efficient business model. |
| (7) | Sign-on RSUs granted to Mr. Witter that vest in four equal annual installments beginning on the first anniversary of the grant date. |
| (8) | Sign-on RSUs granted to Mr. Witter that vest in two equal annual installments beginning on the first anniversary of the grant date. In February 2017, the Committee modified the vesting schedule of all of these awards so that the tranche of equity vesting in February of any given year is scheduled to vest on February 15 of that year, subject to the executive’s continued employment on the applicable vesting date. Mr. Holthouser’s RSUs granted in May 2016 are scheduled to vest in full on May 5, 2019, subject to his continued employment on the vesting date. |
(5) | Represents the NEOs’ performance shares granted in 2015 and 2016 that were converted into time-vesting restricted shares. As described above, in connection with the spin-offs, these performance shares were modified in November 2016 into time-vesting converted performance shares and assumed that target levels of the performance conditions would have been achieved. The converted performance shares are scheduled to vest, as to the performance shares granted in 2015, on December 31, 2017 and, as to the performance shares granted in 2016, on December 31, 2018, in each case, subject to the executive’s continued employment through the applicable vesting date. |
Supplemental Table to Outstanding Equity Awards
The following supplemental table sets forth the outstanding equity awards held by our NEOs as of December 31, 2016, after giving effect to the January 2017 adjustments made in connection with the spin-offs. This table is not required by SEC regulations and is not a substitute for the required “Outstanding Equity Awards” table shown above.
| | | | | | | | | | | | | | | | | | | | | | | | | Name | | Grant
Date | | | Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#) | | | Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#) | | | Option
Exercise Price
($) | | | Number of
RSUs
That Have Not
Vested
(#) | | | Number of
Converted
Performance
Shares
That Have
Not Vested
(#) | | Christopher J. Nassetta | | | 2/19/14 | | | | 49,484 | | | | 25,493 | | | $ | 45.46 | | | | — | | | | — | | | | | 2/10/15 | | | | 23,708 | | | | 47,417 | | | $ | 57.99 | | | | 10,866 | | | | 65,194 | | | | | 2/18/16 | | | | — | | | | 114,289 | | | $ | 41.41 | | | | 31,879 | | | | 95,639 | | Kevin J. Jacobs | | | 2/19/14 | | | | 14,844 | | | | 7,649 | | | $ | 45.46 | | | | — | | | | — | | | | | 2/10/15 | | | | 7,714 | | | | 15,429 | | | $ | 57.99 | | | | 3,536 | | | | 21,212 | | | | | 2/18/16 | | | | — | | | | 36,563 | | | $ | 41.41 | | | | 10,198 | | | | 30,596 | | Ian R. Carter | | | 2/19/14 | | | | 14,844 | | | | 7,649 | | | $ | 45.46 | | | | — | | | | — | | | | | 2/10/15 | | | | 6,976 | | | | 13,955 | | | $ | 57.99 | | | | 3,198 | | | | 19,184 | | | | | 2/18/16 | | | | — | | | | 33,068 | | | $ | 41.41 | | | | 9,223 | | | | 27,671 | | Mark D. Wang(1) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | James E. Holthouser | | | 2/19/14 | | | | 6,494 | | | | 3,346 | | | $ | 45.46 | | | | — | | | | — | | | | | 2/10/15 | | | | 3,051 | | | | 6,106 | | | $ | 57.99 | | | | 1,399 | | | | 8,393 | | | | | 2/18/16 | | | | — | | | | 15,584 | | | $ | 41.41 | | | | 4,346 | | | | 13,040 | | | | | 5/5/16 | | | | — | | | | — | | | | — | | | | 21,488 | | | | — | |
(1) | Mr. Wang’s equity awards were converted into awards that will settle in or are exercisable for shares of HGV common stock. |
20162018 Option Exercises and Stock Vested
The following table provides information regarding shares that vested during 20162018 for our NEOs and without giving effect to the January 2017 adjustments made in connection with the spin-offs.NEOs. | | | | Option Awards | | | Stock Awards | | | Option Awards | | | Stock Awards | | Name | | Number of Shares
Acquired on Exercise
(#) | | | Value Realized on
Exercise
($) | | | Number of Shares
Acquired on Vesting(1)(2)
(#) | | | Value Realized
on Vesting(3)
($) | | | Number of Shares
Acquired on
Exercise
(#) | | | Value Realized
on Exercise
($) | | | Number of Shares
Acquired on
Vesting(1)
(#) | | | Value Realized
on Vesting(2)
($) | | Christopher J. Nassetta | | | — | | | | — | | | | 239,755 | | | $ | 6,108,111 | | | | — | | | | — | | | | 172,350 | | | $ | 13,353,562 | | Kevin J. Jacobs | | | — | | | | — | | | | 72,508 | | | $ | 1,842,942 | | | | — | | | | — | | | | 63,845 | | | $ | 5,008,328 | | Jonathan W. Witter | | | | — | | | | — | | | | 54,213 | | | $ | 4,458,682 | | Ian R. Carter | | | — | | | | — | | | | 71,794 | | | $ | 1,830,032 | | | | — | | | | — | | | | 36,520 | | | $ | 2,735,049 | | Mark D. Wang | | | — | | | | — | | | | 71,794 | | | $ | 1,830,032 | | | James E. Holthouser | | | — | | | | — | | | | 31,409 | | | $ | 800,617 | | | Kristin A. Campbell | | | | — | | | | — | | | | 41,923 | | | $ | 3,250,776 | |
| (1) | After giving effect to the January 2017 adjustments made in connection with the spin-offs, the adjusted number of shares that vested during 2016 were: 113,548 for Mr. Nassetta; 34,338 for Mr. Jacobs, 34,000 for Mr. Carter and 14,873 for Mr. Holthouser. Mr. Wang’s equity awards that vested in 2016 were converted into shares of HGV common stock. |
(2) | Includes shares received from the vesting of RSUs granted in 20142016 and 2017. |
| Also includes converted performance awards granted in 2016; in connection with the spin-offs effective January 2017, the NEOs’ performance-vesting restricted stock awards granted in 2015 and 2016 were converted into time-vesting restricted stock (“converted performance awards”), assuming a target level of achievement. The Committee determined to convert the performance shares into time-based restricted stock, as the performance periods for the performance shares granted in 2014.2015 and 2016 would have ended after the spin-offs and, as such, the performance measures originally established upon grant would not have been relevant or measurable as originally intended. |
The performance shares granted in 2014 vested on December 31, 2016 at the end of a 3-year performance period. The number of shares that vested on December 31, 2016, without giving effect to the January 2017 adjustments made in connection with the spin-offs, were: 188,945 for Mr. Nassetta; 56,683 for Mr. Jacobs; 56,683 for Mr. Carter; 56,683 for Mr. Wang; and 24,798 for Mr. Holthouser.
In January 2017, the 2014 performance shares were adjusted in a manner intended to preserve the value of the award, as described under “Treatment of Outstanding Equity Awards in Connection with Spin-Offs.”
The 2014 performance shares were issued to our NEOs in the following amounts and market values based on the closing price of our common stock on the NYSE as of February 23, 2017 ($57.21), which is the date of the regularly scheduled Committee meeting on which the Committee certified performance achievement: 89,484 shares ($5,119,380) for Mr. Nassetta; 26,844 shares ($1,535,745) for Mr. Jacobs; 26,844 shares ($1,535,745) for Mr. Carter; and 11,742 shares ($671,760) for Mr. Holthouser. Mr. Wang’s shares were settled in shares of HGV common stock.
(3)(2) | Amounts reported are based on the closing price of our common stock on the NYSE on the vesting date. |
20162018 Pension Benefits
| Name | | Plan Name | | Number of
Years Credited
Service
(#) | | | Present Value
of Accumulated
Benefit(1)
($) | | | Payments
During Last
Fiscal Year
($) | | | Plan Name | | Number of Years
Credited Service
(#) | | | Present Value
of Accumulated
Benefit(1)
($) | | | Payments During
Last Fiscal Year
($) | | Christopher J. Nassetta | | | | | — | | | | — | | | | — | | | | | | — | | | | — | | | | — | | Kevin J. Jacobs | | | | | — | | | | — | | | | — | | | | | | — | | | | — | | | | — | | Jonathan W. Witter | | | | | | — | | | | — | | | | — | | Ian R. Carter | | | Hilton U.K. Pension Plan(2) | | | 4 | | | $ | 487,183 | | | | — | | | | Hilton U.K. Pension Plan(2) | | | 4 | | | $ | 519,903 | | | | — | | | |
| Hilton U.K. Hotels Employer—
Financed Retirement Benefit
Scheme(3) |
| | | 3 | | | $ | 722,215 | | | | — | | | | Supplemental U.K. Plan(3) | | | 3 | | | $ | 772,826 | | | | — | | Mark D. Wang | | | | | — | | | | — | | | | — | | | James E. Holthouser | | | | | — | | | | — | | | | — | | | Kristin A. Campbell | | | | | | — | | | | — | | | | — | |
| (1) | The present value is calculated by the trustee of the U.K. Pension Plan and represents the present value of the retirement pension due based on assumptions described below. This value is the sum that would be payable should Mr. Carter choose to transfer his benefits from the U.K. Pension Plan in full as of December 31, 2016.2018. The key financial assumptions used in the calculation of the present value included discount rates of 4.65% and 5.2%4.50% for 20162018 and 2015,2017, respectively, CPI inflation of 2.75%2.50% and 2.60%2.45% for 20162018 and 2015,2017, respectively, and pension inflation of 1.80%1.60% for 2018 and 1.75% for 2016 and 2015, respectively.2017. |
| (2) | The U.K. Pension Plan is a defined benefit pension plan in the U.K., for which benefit payments are payable monthly upon retiring in accordance with the terms of the plan. The pension value is determined based on years and completed months’ of pensionable service, final pensionable salary (which is subject to an earnings cap) and an accrual ratio. The funds are invested through a trustee, who has full investment discretion. Mr. Carter ceased pensionable service in the U.K. Pension Plan in 2009, and he has a preserved pension based on his pensionable service and final pensionable salary at that time. Mr. Carter has not contributed to the plan since then and the only increases applied to his benefit have been annual statutory increases. The purpose of the U.K. Pension Plan is to provide a retirement benefit based on U.K. market practice. The U.K. Pension Plan does not provide special policies such as granting extra years of credited service, however, it provides tax advantages such as a tax relief on employee contributions and atax-free cash payment at retirement. |
| (3) | The Supplemental U.K. Plan is a supplementary to the U.K. Pension Plan and provides an additional retirement benefit to senior management of the Company whose pensionable earnings in the U.K. Pension Plan are restricted to an earnings cap. The Supplemental U.K. Plan does not have assets. While Mr. Carter was a member of the Supplemental U.K. Plan, the Company made notional contributions calculated as a percentage of his base salary in excess of an earnings cap, which applies within the U.K. Pension Plan. No notional contributions have been made for Mr. Carter since 2009, when he ceased pensionable service. Mr. Carter has a notional retirement account balance, which is notionally invested based on Mr. Carter’s elected investment portfolio. The terms of the Supplemental U.K. Plan provide that funds be paid as a lump sum at the same time as Mr. Carter commences drawing his retirement benefits from the U.K. Plan. The Supplemental U.K. Plan does not provide any special tax treatment. |
20162018 Nonqualified Deferred Compensation
The Company offers to its executives, including all ofoffered the NEOs and other senior management the opportunity to participate in the EDCP.EDCP during 2018. The table below provides information as of December 31, 2016,2018, for those NEOs who chose to participate in the plan. | Name | | Executive
Contributions
in Last FY(1)
($) | | | Registrant
Contributions
in Last FY
($) | | | Aggregate
Earnings
in Last FY(2)
($) | | | Aggregate
Withdrawals/
Distributions
($) | | | Aggregate
Balance
at Last FYE(3)
($) | | | Executive
Contributions
in Last FY
($) | | | Registrant
Contributions
in Last FY
($) | | | Aggregate
Earnings
in Last FY(1)
($) | | Aggregate
Withdrawals/
Distributions
($) | | | Aggregate
Balance
at Last FYE(2)
($) | | Christopher J. Nassetta | | | — | | | | — | | | $ | 11,887 | | | | — | | | $ | 209,080 | | | | — | | | | — | | | ($ | 151 | ) | | | — | | | $ | 227,310 | | Kevin J. Jacobs | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Jonathan W. Witter | | | | — | | | | — | | | | — | | | | — | | | | — | | Ian R. Carter | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Mark D. Wang | | $ | 146,160 | | | | — | | | $ | 84,060 | | | | — | | | $ | 1,421,755 | | | James E. Holthouser | | $ | 136,962 | | | | — | | | $ | 78,976 | | | | — | | | $ | 1,133,329 | | | Kristin A. Campbell | | | | — | | | | — | | | | — | | | | — | | | | — | |
| (1) | The amount in this column is included in the “Salary” column for 2016 in the “Summary Compensation Table.” |
(2) | Amounts in this column are not reported as compensation for fiscal year 20162018 in the “Summary Compensation Table” since they do not reflect above-market or preferential earnings. Deferrals may be allocated among investment options that generally mirror the investment options available under our qualified 401(k) plan. Of the available investment options, theone-year rate of return during 20162018 ranged from 1.41%-19.77% to 21.28%4.14%. |
(3)(2) | Mr. Nassetta made no contributions during fiscal years 2014, 20152016, 2017 or 20162018 and, therefore, no amounts in this column have previously been reported in the “Summary Compensation Table.” Of the total in this column listed for Mr. Wang, $209,499 was previously reported in the “Summary Compensation Table.” |
Pursuant to our EDCP, specified eligible employees, including our NEOs, maywere permitted to defer up to 80% of their annual salary and up to 100% of either or both their annual salary and bonus. Deferral elections arewere made by eligible employees in the calendar year preceding the year compensation is otherwise payable. In 2016,2018, contributions to the EDCP consistconsisted solely of participants’ elective deferral contributions and the Company did not provide matching contributions. Eligible employees are permitted to make individual investment elections that will determine the rate of return on their deferral amounts under the elective nonqualified deferred compensation plan. Participants may change their investment elections at any time. Deferrals are only deemed to be invested in the investment options selected. Participants have no ownership interest in any of the funds as investment elections are used only as an index for crediting gains or losses to participants’ accounts. The investment options consist of a variety of well-known mutual funds including certainnon-publicly traded mutual funds available through variable insurance products. Investment gains or losses in the funds are credited to the participants’ accounts daily, net of investment option related expenses. The EDCP does not provide any above-market returns or preferential earnings to participants, and the deferrals and their earnings are always 100% vested. NEOs maywere permitted to elect to receivein-service distributions of such amounts at the time they make their deferral elections. In addition, upon a showing of financial hardship due to death, illness, accident or similar extraordinary or unforeseeable circumstances, an executive may be allowed to access funds in the executive’s deferred compensation account before he or she otherwise would have been eligible. The participant must make two payout elections, one in the case of termination and one in the case of retirement. Benefits can generally be received either as a lump sum payment or in installments over a period not to exceed 20 years in the case of retirement, 5 years in the case of termination and 5 years forin-service distributions. In the event of a change in control, 100% of the value of the eligible employee’s deferred compensation account will be distributed. As of December 31, 2018, the EDCP was frozen, meaning no new participants may enter the plan and no compensation earned after December 31, 2018 may be deferred. Potential Payments Upon Termination or Change in Control The following table describes the potential payments and benefits that would have been payable to our NEOs under existing plans assuming (1) a termination of employment and/or (2) a change in control (“CIC”) occurred, in each case, on December 31, 2016, without giving effect to the January 2017 adjustments made to equity awards in connection with the spin-offs, except with respect to performance shares (as described below).2018. The amounts shown in the table do not include payments and benefits to the extent they are provided generally to all salaried employees upon termination of employment and do not discriminate in scope, terms or operation in favor of the NEOs. Distributions of plan balances that would be made are set forth in the “2016 Pension Benefits” and the “2016“2018 Nonqualified Deferred Compensation” tables.table.
Because the disclosures in the table assume the occurrence of a termination or CIC as of a particular date and under a particular set of circumstances and therefore make a number of important assumptions, the actual amount to be paid to each of our NEOs upon a termination or CIC may vary significantly from the amounts included herein. Factors that could affect these amounts include the timing during the year of any such event, the continued availability of benefit policies at similar prices and the type of termination event that occurs. | | | | | | | | | | | | | | | | | Name | | Qualifying
Termination(1)
($) | | | CIC
($) | | | Qualifying
Termination
Within
12 Months
Following CIC
($) | | | Death or
Disability(6)
($) | | Christopher J. Nassetta | | | | | | | | | | | | | | | | | Cash Severance(1) | | $ | 8,970,000 | | | | — | | | $ | 8,970,000 | | | $ | 1,800,000 | | Equity Awards(2) | | | — | | | $ | 9,236,875 | | | $ | 13,828,566 | | | $ | 8,923,192 | | Continuation of Benefits(3) | | $ | 16,984 | | | | — | | | $ | 16,984 | | | | — | | Outplacement Services(4) | | $ | 50,000 | | | | — | | | $ | 50,000 | | | | — | | Other Benefit(5) | | $ | 184,615 | | | | — | | | $ | 184,615 | | | $ | 184,615 | | Total Value of Benefits | | $ | 9,221,599 | | | $ | 9,236,875 | | | $ | 23,050,165 | | | $ | 10,907,807 | | Kevin J. Jacobs | | | | | | | | | | | | | | | | | Cash Severance(1) | | $ | 2,987,000 | | | | — | | | $ | 2,987,000 | | | $ | 746,750 | | Equity Awards(2) | | | — | | | $ | 2,975,571 | | | $ | 4,441,866 | | | $ | 2,865,706 | | Continuation of Benefits(3) | | $ | 11,146 | | | | — | | | $ | 11,146 | | | | — | | Outplacement Services(4) | | $ | 50,000 | | | | — | | | $ | 50,000 | | | | — | | Other Benefit(5) | | $ | 79,755 | | | | — | | | $ | 79,755 | | | $ | 79,755 | | Total Value of Benefits | | $ | 3,127,901 | | | $ | 2,975,571 | | | $ | 7,569,767 | | | $ | 3,692,211 | | Ian R. Carter | | | | | | | | | | | | | | | | | Cash Severance(1) | | $ | 2,970,520 | | | | — | | | $ | 2,970,520 | | | $ | 742,630 | | Equity Awards(2) | | | — | | | $ | 2,691,059 | | | $ | 4,025,934 | | | $ | 2,600,478 | | Continuation of Benefits(3) | | $ | 15,688 | | | | — | | | $ | 15,688 | | | | — | | Outplacement Services(4) | | $ | 50,000 | | | | — | | | $ | 50,000 | | | | — | | Other Benefit(5) | | $ | 77,119 | | | | — | | | $ | 77,119 | | | $ | 77,119 | | Total Value of Benefits | | $ | 3,113,327 | | | $ | 2,691,059 | | | $ | 7,139,261 | | | $ | 3,420,227 | | Mark D. Wang | | | | | | | | | | | | | | | | | Cash Severance(1) | | $ | 2,758,340 | | | | — | | | $ | 2,758,340 | | | $ | 689,585 | | Equity Awards(2) | | | — | | | $ | 2,691,059 | | | $ | 4,025,934 | | | $ | 2,600,478 | | Continuation of Benefits(3) | | $ | 19,682 | | | | — | | | $ | 19,682 | | | | — | | Outplacement Services(4) | | $ | 50,000 | | | | — | | | $ | 50,000 | | | | — | | Other Benefit(5) | | $ | 143,222 | | | | — | | | $ | 143,222 | | | $ | 143,222 | | Total Value of Benefits | | $ | 2,971,244 | | | $ | 2,691,059 | | | $ | 6,997,178 | | | $ | 3,433,285 | | James E. Holthouser | | | | | | | | | | | | | | | | | Cash Severance(1) | | $ | 2,400,000 | | | | — | | | $ | 2,400,000 | | | $ | 600,000 | | Equity Awards(2) | | | — | | | $ | 1,231,045 | | | $ | 3,084,969 | | | $ | 2,425,563 | | Continuation of Benefits(3) | | $ | 12,001 | | | | — | | | $ | 12,001 | | | | — | | Outplacement Services(4) | | $ | 50,000 | | | | — | | | $ | 50,000 | | | | — | | Other Benefit(5) | | $ | 80,769 | | | | — | | | $ | 80,769 | | | $ | 80,769 | | Total Value of Benefits | | $ | 2,542,770 | | | $ | 1,231,045 | | | $ | 5,627,739 | | | $ | 3,106,332 | |
| | | | | | | | | | | | | Name | | Qualifying
Termination(1)
($) | | | Qualifying
Termination
Within 12 Months
Following CIC
($) | | | Death or
Disability(2)
($) | | Christopher J. Nassetta | | | | | | | | | | | | | Cash Severance(1) | | $ | 9,343,750 | | | $ | 9,343,750 | | | $ | 1,875,000 | | Equity Awards(3) | | | — | | | $ | 32,794,684 | | | $ | 18,763,623 | | Continuation of Benefits(4) | | $ | 20,719 | | | $ | 20,719 | | | | — | | Outplacement Services(5) | | $ | 17,000 | | | $ | 17,000 | | | | — | | Other Benefit(6) | | $ | 129,808 | | | $ | 129,808 | | | $ | 129,808 | | Total Value of Benefits | | $ | 9,511,277 | | | $ | 42,305,961 | | | $ | 20,768,431 | | | | | | | | | | | | | | | Kevin J. Jacobs | | | | | | | | | | | | | Cash Severance(1) | | $ | 3,296,000 | | | $ | 3,296,000 | | | $ | 824,000 | | Equity Awards(3) | | | — | | | $ | 9,989,941 | | | $ | 6,504,221 | | Continuation of Benefits(4) | | $ | 11,784 | | | $ | 11,784 | | | | — | | Outplacement Services(5) | | $ | 17,000 | | | $ | 17,000 | | | | — | | Other Benefit(6) | | $ | 85,569 | | | $ | 85,569 | | | $ | 85,569 | | Total Value of Benefits | | $ | 3,410,353 | | | $ | 13,400,294 | | | $ | 7,413,790 | | | | | | | | | | | | | | | Jonathan W. Witter | | | | | | | | | | | | | Cash Severance(1) | | $ | 3,296,000 | | | $ | 3,296,000 | | | $ | 824,000 | | Equity Awards(3)(7) | | | — | | | $ | 11,458,086 | | | $ | 8,197,914 | | Continuation of Benefits(4) | | $ | 16,426 | | | $ | 16,426 | | | | — | | Outplacement Services(5) | | $ | 17,000 | | | $ | 17,000 | | | | — | | Other Benefit(6) | | $ | 79,231 | | | $ | 79,231 | | | $ | 79,231 | | Total Value of Benefits | | $ | 3,408,657 | | | $ | 14,866,743 | | | $ | 9,101,145 | | | | | | | | | | | | | | | Ian R. Carter | | | | | | | | | | | | | Cash Severance(1) | | $ | 3,151,424 | | | $ | 3,151,424 | | | $ | 787,856 | | Equity Awards(3) | | | — | | | $ | 5,232,284 | | | $ | 2,540,044 | | Continuation of Benefits(4) | | $ | 14,246 | | | $ | 14,246 | | | | — | | Outplacement Services(5) | | $ | 17,000 | | | $ | 17,000 | | | | — | | Other Benefit(6) | | $ | 81,816 | | | $ | 81,816 | | | $ | 81,816 | | Total Value of Benefits | | $ | 3,264,486 | | | $ | 8,496,770 | | | $ | 3,409,716 | | | | | | | | | | | | | | | Kristin A. Campbell | | | | | | | | | | | | | Cash Severance(1) | | $ | 2,727,444 | | | $ | 2,727,444 | | | $ | 681,861 | | Equity Awards(3) | | | — | | | $ | 6,185,213 | | | $ | 3,839,583 | | Continuation of Benefits(4) | | $ | 11,174 | | | $ | 11,174 | | | | — | | Outplacement Services(5) | | $ | 17,000 | | | $ | 17,000 | | | | — | | Other Benefit(6) | | $ | 65,564 | | | $ | 65,564 | | | $ | 65,564 | | Total Value of Benefits | | $ | 2,821,182 | | | $ | 9,006,395 | | | $ | 4,587,008 | | | | | | | | | | | | | | |
| (1) | For purposes of the cash severance amounts in the table above, a “qualifying termination” means (x) as defined under the Severance Plan, a termination of employment either by the Company without “cause” or by the executive for “good reason,” eachreason” and (y) as defined in the Severance Plan, and (y) under the Incentive Plan,Plans, a termination by the Company without “cause” as defined in the Incentive Plan.“cause.” An executive is not deemed to have experienced a qualifying termination as a result of (a) his or her death or disability or (b) solely as a result of a change in control. |
Under the Severance Plan, whether or not in connection with a change in control, each NEO would have been entitled to receive a cash severance amount equal to two times (2.99 in the case of Mr. Nassetta) the sum of the executive’s base salary and annual cash incentive award payable at target, each as in effect at date of termination.
| Under the Severance Plan, whether or not in connection with a change in control, each NEO would have been entitled to receive a cash severance amount equal to 2.0 times (2.99 in the case of Mr. Nassetta) the sum of the executive’s base salary and annual cash incentive award payable at target, each as in effect at date of termination. |
If the employment of the NEO was terminated due death or disability, such executive would have been entitled to receive a prorated bonus. Amounts reported under “Death or Disability” for each NEO reflect each NEO’s target annual bonus for the year ended December 31, 2016.
| If the employment of the NEO was terminated due death or disability, such executive would have been entitled to receive a prorated bonus. Amounts reported under “Death or Disability” for each NEO reflect each NEO’s target annual bonus for the year ended December 31, 2018. |
| (2) | In the event of death of an NEO, in addition to amounts reported in the table above, each NEO will receive benefits from third-party payors under our employer-paid premium life insurance plans. All of our executives are eligible for one times their regular annual eligible wages at death. In addition, the Company has provided Mr. Nassetta with additional executive life insurance with a $10,500,000 death benefit. Therefore, if such benefits were triggered for the NEOs on December 31, 2018 under our life insurance plans the legally designated beneficiary(ies) of each NEO would have received the following amounts: Mr. Nassetta ($13,000,000); Mr. Jacobs ($1,536,000); Mr. Witter ($800,000); Mr. Carter ($1,531,000); and Ms. Campbell ($1,299,000). |
| (3) | Amounts represent the value of the acceleration of any unvested converted performance shares, RSUs and stock options,equity awards, assuming the acceleration occurred on December 31, 20162018 and based on the closing price of our common stock on the NYSE as of December 31, 20162018 ($27.20)71.80). Provisions for unvested awards are discussed in further detail under “Treatment of Long-Term Incentive Awards Upon Termination, Change in Control or Retirement.” |
Converted performance shares:Performance awards: If the NEO’s employment terminates as a result of death or disability, a prorated portion of the converted performance sharesawards will immediately vest at target levels, with such proration based on the number of days in the performance period that have elapsed. Upon a double trigger following a change in control, the converted performance sharesawards will immediately vest based on actual performance through the most recently completed fiscal quarter or if performance is unable to be calculated, at target.a level as determined by the Committee in its good faith discretion. The amounts reported in the table above for double trigger vesting upon a change in control assume achievementare based on the Company’s performance as of target performance due to the actual treatment of such equity awards as described under “Treatment of Outstanding Equity Awards in Connection with Spin-Offs.”December 31, 2018. RSUs: If the NEO’s employment is terminated by the Company without cause within 12 monthsUpon a double trigger following a change in control or due to the executive’s death or disability, all unvested RSUs will immediately vest. However, for Mr. Witter’s RSUsign-on award that vests over two years, the units will immediately vest if the Company terminates employment without cause during that time (as described in footnote 7 below). Stock options: If the NEO’s employment is terminated by the Company without cause within 12 monthsUpon a double trigger following a change in control or due to the executive’s death or disability, all unvested options will immediately vest and become exercisable. In the table above, amounts reported reflect the “spread,” or difference between the exercise price and closing price as of December 31, 2016.2018. Amounts in the table above do not include accrued dividends on eligible outstanding equity awards. Accrued dividends as of December 31, 2016 were approximately: $85,025 for Mr. Nassetta; $27,254 for Mr. Jacobs; $24,648 for Mr. Carter; $24,648 for Mr. Wang; and $21,049 for Mr. Holthouser.
(3) | Amounts in the table above do not include accrued dividends on eligible outstanding equity awards. Accrued dividends as of December 31, 2018 were approximately: $325,429 for Mr. Nassetta; $119,240 for Mr. Jacobs; $132,660 for Mr. Witter; $39,456 for Mr. Carter; and $68,447 for Ms. Campbell. |
| (4) | Under the Severance Plan, upon a qualifying termination, each NEO is entitled to continued healthcare coverage in an amount equal to the excess of the cost of the coverage over the amount that the executive would have had to pay if the executive remained employed for 12 months following the date of termination. In addition, upon a qualifying termination, an NEO who received life insurance coverage prior to the qualifying termination is entitled to receive a cash payment equal to the premiums required to continue such coverage for 12 months following the termination. Amounts reported assume 20162018 rates. |
(4)(5) | Under the Severance Plan, upon a qualifying termination, each NEO is entitled to outplacement services for a period of 12 months following the date of termination. Amounts in the table above assume that the cost to the Company for these outplacement services would be $50,000$17,000 for each NEO. |
(5)(6) | Amounts shown represent accrued but unused vacation days. |
(6)(7) | InFor Mr. Witter’s RSUsign-on award that vests over two years, if the eventCompany terminates employment without cause prior to May 24, 2019, any unvested RSUs will immediately vest. The unvested value of deaththis award as of an NEO, in addition to amounts reportedDecember 31, 2018 is shown in the table above, each NEO will receive benefits from third-party payors under our employer-paid premium life insurance plans. All of our executives are eligible for one times their regular annual eligible wages“Outstanding Equity Awards at death. In addition, the Company has provided Mr. Nassetta with additional executive life insurance with a $10,500,000 death benefit. Therefore, if such benefits were triggered for the NEOs on December 31, 2016 under our life insurance2018 FiscalYear-End” table.
|
| plans the legally designated beneficiary(ies) of each NEO would have received the following amounts: Mr. Nassetta ($13,000,000); Mr. Jacobs ($1,569,000); Mr. Carter ($1,342,000); Mr. Wang ($1,480,000); and Mr. Holthouser ($1,092,000). |
Compensation Committee Interlocks and Insider Participation During the 20162018 fiscal year, the members of the Compensation Committee were Messrs. Huntsman, Schreiber andMs. Healey, Ms. McHale and Mr. Schreiber, none of whom was, during the fiscal year, an officer or employee of the Company and none of whom was formerly an officer of the Company. During 2016,2018, none of our executive officers served as a director or member of the compensation committee (or other committee serving an equivalent function) of any other entity whose executive officers served on our Compensation Committee or our Board. Compensation of Directors We use a combination of cash and equity-based compensation to attract and retain qualified candidates to serve on our Board. Our employee andnon-independent directors received no compensation for serving on the Board during 2018. Annual Compensation Program Each independent director was entitled to annual compensation for the period from our 2018 annual meeting until our 2019 annual meeting, as shown in the table below. As part of its periodic review of the annual director compensation program, the Board approved the following changes in 2018: in addition to the regular annual cash retainer for Board members, to provide the lead independent director an additional annual cash retainer of $75,000; to increase the amount of the annual equity award for Board members by $10,000; to increase the amount of the audit and compensation committee chair retainers by $5,000; to increase the amount of the audit committee member retainer by $7,500; and to increase the amount of each of the compensation and nominating and corporate governance committee member retainers by $2,500. The Board determined, with input from its independent outside compensation consultant, to make adjustments to the annual equity award and cash retainers in order to better align the independent directors’ compensation with the Company’s peers and the market generally. | | | | | Pay Element | | Retainer Amount (1)(2) | | Board Annual Equity | | $ | 160,000 | | Board Annual Cash | | $ | 95,000 | | Lead Independent Director | | $ | 75,000 | | Committee Chair – Audit | | $ | 30,000 | | Committee Chair – Compensation | | $ | 25,000 | | Committee Chair – Nominating and Corporate Governance | | $ | 20,000 | | Other Committee Members – Audit | | $ | 15,000 | | Other Committee Members – Compensation; Nominating and Corporate Governance | | $ | 10,000 | |
| (1) | All of our directors are reimbursed for reasonable travel and related expenses associated with attendance at Board or committee meetings. In addition, our independent directors are reimbursed for reasonable personal hotel costs when they stay at Company-branded hotels; similar lifetime benefits are available to independent directors who retire from the Board with at least seven years of service. |
| (2) | Cash compensation is payable on a semi-annual basis. |
Equity awards are granted to our independent directors annually upon his or her election or reelection at our annual meeting of stockholders. The 2018 annual equity award was $160,000 and delivered in the form of deferred share units (“DSUs”), where the number of DSUs awarded is equal to $160,000 divided by the closing price of our common stock on the grant date. The equity currently held by our directors was awarded under the Hilton 2017 Omnibus Incentive Plan (the “2017 Incentive Plan”) and, prior to its adoption, the Hilton Worldwide Holdings Inc. 2013 Omnibus Incentive Plan (the “2013 Incentive Plan” and, together with the 2017 Incentive Plan, the “Incentive Plans”) and the material terms thereof are outlined in the table below. | | | | | | | Annual Equity | | Vesting | | Dividend Equivalents | | Termination or Change in Control | DSUs Granted annually since 2015 | | Fully vested at the time of grant and settle in shares of common stock upon the earlier of termination of service for any reason or a change in control | | Accrue in the form of additional DSUs in an amount equal to the fair market value of the dividend payment as of the dividend payment date, payable at settlement | | Immediately settle |
Special Committee In addition to the three above-referenced standing Board committees, in 2018, the Board established a special committee to review and provide oversight of specific transactions related to the investment by HNA in the Company. The members of the special committee were Ms. Begley, Ms. McHale and Mr. Steenland. Each member earned a $10,000 cash retainer plus a $500 cash payment for each meeting attended or workday spent addressing these transactions. During 2018, the special committee met four times. Stock Ownership Policy We have a stock ownership policy for ournon-employee directors. Each of our independent directors is required to own our stock in an amount equal to five times his or her regular annual cash retainer. Each independent director, other than the directors appointed to the Board in 2017, currently satisfies the stock ownership requirement. For purposes of this requirement, a director’s holdings include shares held directly or indirectly, individually or jointly, shares underlying vested options and shares held under a deferral or similar plan. Independent directors are expected to meet this ownership requirement within five years from the later of (1) December 11, 2013 and (2) the date he or she first becomes subject to the stock ownership policy. Director Compensation 2018 The table below sets forth information regardingnon-employee director compensation for the fiscal year ended December 31, 2018. | | | | | | | | | | | | | | | | | Name | | Fees Earned or
Paid in Cash
($) | | | Stock
Awards (1)
($) | | | All Other
Compensation (2)
($) | | | Total
($) | | Charlene T. Begley | | $ | 134,500 | | | $ | 159,975 | | | $ | 10,841 | | | $ | 305,316 | | Jonathan D. Gray | | | — | | | | — | | | | — | | | | — | | Melanie L. Healey | | $ | 103,750 | | | $ | 159,975 | | | | — | | | $ | 263,725 | | Raymond E. Mabus, Jr. | | $ | 106,250 | | | $ | 159,975 | | | $ | 11,788 | | | $ | 278,013 | | Judith A. McHale | | $ | 127,000 | | | $ | 159,975 | | | | — | | | $ | 286,975 | | John G. Schreiber | | $ | 110,000 | | | $ | 159,975 | | | | — | | | $ | 269,975 | | Elizabeth A. Smith | | $ | 115,000 | | | $ | 159,975 | | | | — | | | $ | 274,975 | | Douglas M. Steenland | | $ | 173,250 | | | $ | 159,975 | | | | — | | | $ | 333,225 | | Zhang Ling (3) | | | — | | | | — | | | | — | | | | — | |
| (1) | Represents the grant date fair value of DSUs computed in accordance with FASB ASC Topic 718, without taking into account estimated forfeitures, based on the closing price on the NYSE of our common stock on the grant date. Each eligiblenon-employee director was granted 1,933 DSUs on May 10, 2018, representing the director’s annual equity award for the annual period from the 2018 annual meeting to the 2019 annual meeting. In accordance with the SEC’s rules, dividend equivalents that accrued on the directors’ 2018 DSU awards are not reported above because dividends were factored into the grant date fair value of these awards. |
| For details regarding the director’s beneficial ownership of equity securities, including their outstanding DSUs, see “Security Ownership of Certain Beneficial Owners and Management.” |
| (2) | Company-paid expenses incurred at Company-branded hotels while on personal travel. |
| (3) | Mr. Zhang resigned from the Board in 2018. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth information regarding the beneficial ownership of shares of our common stock as of June 13, 2017March 15, 2019 by (1) each person known to us to beneficially own more than 5% of HLT Parent’sour outstanding common stock, (2) each of our directors and named executive officers and (3) all of our directors and executive officers as a group. Beneficial ownership is determined in accordance with the rules of the SEC. The ownership information presented below for beneficial owners gives effect to the January 3, 2017 reverse stock split consummated in connection with the spin-offs. | | | | | | | | | Name of beneficial owner | | Amount and Nature
of Beneficial Ownership | | | Percent of Common
Stock
Outstanding | | Principal Stockholder: | | | | | | | | | HNA Tourism Group Co., Ltd.(1) | | | 82,500,000 | | | | 25.4 | % | Blackstone(2) | | | 33,543,669 | | | | 10.3 | % | Wellington Management Group LLP(3) | | | 22,034,064 | | | | 6.8 | % | Directors and Named Executive Officers: | | | | | | | | | Christopher J. Nassetta(4)(5) | | | 3,101,431 | | | | 1.0 | % | Jonathan D. Gray(6) | | | 34,040 | | | | * | | Charlene T. Begley | | | 2,290 | | | | * | | Jon M. Huntsman, Jr.(7) | | | 7,320 | | | | * | | Judith A. McHale(7) | | | 9,840 | | | | * | | John G. Schreiber(7) | | | 6,355 | | | | * | | Elizabeth A. Smith(7) | | | 9,840 | | | | * | | Douglas M. Steenland(7) | | | 13,173 | | | | * | | Kevin J. Jacobs(5) | | | 310,793 | | | | * | | Ian R. Carter(5) | | | 691,675 | | | | * | | James E. Holthouser(5) | | | 165,843 | | | | * | | Directors and executive officers as a group (15 persons)(8) | | | 5,017,756 | | | | 1.5 | % |
| | | | | | | | | Name | | Amount and Nature
of Beneficial Ownership | | | Percentage of Common
Stock Outstanding | | Principal Stockholders | | | | | | | | | The Vanguard Group(1) | | | 21,598,591 | | | | 7.4 | | Wellington Management Group LLP(2) | | | 19,562,416 | | | | 6.7 | | T. Rowe Price Associates, Inc.(3) | | | 19,195,205 | | | | 6.6 | | BlackRock, Inc.(4) | | | 18,862,878 | | | | 6.5 | | Directors and Named Executive Officers | | | | | | | | | Christopher J. Nassetta(5)(6) | | | 3,352,666 | | | | 1.1 | | Jonathan D. Gray | | | — | | | | * | | Charlene T. Begley(7) | | | 4,262 | | | | * | | Melanie L. Healey(7) | | | 3,507 | | | | * | | Raymond E. Mabus, Jr.(7) | | | 3,307 | | | | * | | Judith A. McHale(7) | | | 11,875 | | | | * | | John G. Schreiber(7) | | | 8,375 | | | | * | | Elizabeth A. Smith(7) | | | 11,875 | | | | * | | Douglas M. Steenland(7) | | | 15,208 | | | | * | | Kristin A. Campbell(6) | | | 281,789 | | | | * | | Ian R. Carter(6) | | | 740,941 | | | | * | | Kevin J. Jacobs(6) | | | 335,463 | | | | * | | Jonathan W. Witter(6) | | | 106,069 | | | | * | | Directors and Executive Officers as a group (15 persons)(8) | | | 5,345,653 | | | | 1.8 | |
| * | Represents less than 1%. |
| (1) | As reported in a Schedule 13D filed on March 24, 2017, HNA Group Co., Ltd., HNA Tourism Group Co., Ltd., HNA Tourism (HK) Group Co., Ltd., HNA HLT Holdco III Limited, HNA HLT Holdco II LLC and HNA HLT Holdco I LLC have shared voting power and shared dispositive power over 82,500,000 shares of our common stock. The address of each entity is HNA Building, No. 7 Guoxing Road, Haikou, 570203, People’s Republic of China. |
(2) | Reflects 29,515,359 shares of common stock directly held by HLT Holdco III LLC, 2,874,542 shares of common stock directly held by HLT BREP VI.TE.2 Holdco LLC, 101,257 shares of common stock directly held by HLT BREH VI Holdco LLC, 17,065 shares of common stock directly held by HLT BREH Intl II Holdco LLC, 1,014,784 shares of common stock directly held by HLT A23 Holdco LLC and 5,958 shares of common stock directly held by HLT A23 BREH VI Holdco LLC (together, the “Blackstone Funds”). The sole member of HLT Holdco III LLC is HLT Holdco II LLC. The sole member of HLT Holdco II LLC is HLT Holdco LLC. |
The sole member of HLT Holdco LLC, HLT BREH VI Holdco LLC and HLT A23 Holdco LLC is BH Hotels Holdco LLC (“BH Hotels”). The managing members of BH Hotels are Blackstone Real Estate Partners VI L.P. and Blackstone Capital Partners V L.P. The general partner of Blackstone Capital Partners V L.P. is Blackstone Management Associates V L.L.C. The sole member of Blackstone Management Associates V L.L.C. is BMA V L.L.C. The general partner of Blackstone Real Estate Partners VI L.P. is Blackstone Real Estate Associates VI L.P. The general partner of Blackstone Real Estate Associates VI L.P. is BREA VI L.L.C. The managing member of each of BREA VI L.L.C. and BMA V L.L.C. is Blackstone Holdings III L.P.
The sole member of HLT BREH Intl II Holdco LLC is HLT BREH Intl II Holdings Holdco LLC. The controlling member of HLT BREH Intl II Holdings Holdco LLC is Blackstone Real Estate Holdings International II-Q L.P. The general partner of Blackstone Real Estate Holdings International II-Q L.P. is BREP International II-Q GP L.P. The general partner of BREP International II-Q GP L.P. is BREP International II-Q GP L.L.C. The sole member of BREP International II-Q GP L.L.C. is Blackstone Holdings III L.P.
The sole member of HLT BREP VI.TE.2 Holdco LLC is HLT BREP VI.TE.2 Holdings Holdco LLC. The sole member of HLT BREP VI.TE.2 Holdings Holdco LLC is Blackstone Real Estate Partners VI.TE.2 L.P. The general partner of Blackstone Real Estate Partners VI.TE.2 L.P. is Blackstone Real Estate Associates VI L.P. The general partner of Blackstone Real Estate Associates VI L.P. is BREA VI L.L.C. The managing member of BREA VI L.L.C. is Blackstone Holdings III L.P.
The sole member of HLT A23 BREH VI Holdco LLC is HLT BREH VI-A Holdings Holdco LLC. The sole member of HLT BREH VI-A Holdings Holdco LLC is Blackstone Real Estate Holdings VI L.P. The general partner of Blackstone Real Estate Holdings VI L.P. is BREP VI Side-by-Side GP L.L.C. The sole member of BREP VI Side-by-Side GP L.L.C. is Blackstone Holdings III L.P.
The general partner of Blackstone Holdings III L.P. is Blackstone Holdings III GP L.P. The general partner of Blackstone Holdings III GP L.P. is Blackstone Holdings III GP Management L.L.C. The sole member of Blackstone Holdings III GP Management L.L.C. is The Blackstone Group L.P. The general partner of The Blackstone Group L.P. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone’s senior managing directors and controlled by its founder, Stephen A. Schwarzman. Each of such Blackstone entities (other than each of the Blackstone Funds to the extent they directly hold securities reported herein) and Mr. Schwarzman may be deemed to beneficially own the shares beneficially owned by the Blackstone Funds directly or indirectly controlled by it or him, but each disclaims beneficial ownership of such shares. Also reflects 14,704 shares of common stock directly owned by Mr. Schwarzman. The address of each of Mr. Schwarzman and each of the entities listed in this footnote is c/o The Blackstone Group L.P., 345 Park Avenue, New York, New York 10154.
As of March 31, 2017, Blackstone entities have pledged, hypothecated or granted security interests in substantially all of the shares of our common stock held by them pursuant to a margin loan agreement with customary default provisions. In the event of a default under the margin loan agreement, the secured parties may foreclose upon any and all shares of common stock pledged to them and may seek recourse against the borrower.
(3) | As reported in a Schedule 13G filed on February 9, 2017,11, 2019, The Vanguard Group has sole voting power over 355,135 shares of our common stock, shared voting power over 61,058 shares of our common stock, sole dispositive power over 21,189,230 shares of our common stock and shared dispositive power over 409,361 shares of our common stock. The address of The Vanguard Group is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355. |
| (2) | As reported in a Schedule 13G/A filed on February 12, 2019, Wellington Management Group LLP, Wellington Group Holdings LLP and Wellington Investment Advisors Holdings LLP have shared voting power over 12,064,6367,551,767 shares of our common stock and shared dispositive power over 22,034,06419,562,416 shares of our common stock. Wellington Management Company LLP has shared voting power over 10,358,3736,820,954 shares of our common stock and shared dispositive power over 19,144,91418,046,114 shares of our common stock. The address of each entity is c/o Wellington Management GroupCompany LLP, 280 Congress Street, Boston, Massachusetts 02210. |
| (3) | As reported in a Schedule 13G filed on February 14, 2019, T. Rowe Price Associates, Inc. has sole voting power over 7,159,290 shares of our common stock and sole dispositive power over 19,195,205 shares of our common stock. The address of T. Rowe Price Associates, Inc. is 100 E. Pratt Street, Baltimore, Maryland 21202. |
| (4) | As reported in a Schedule 13G filed on February 8, 2019, BlackRock, Inc. has sole voting power over 16,487,615 shares of our common stock and solve dispositive power over 18,862,878 shares of our common stock. The address of BlackRock, Inc. is 55 East 52nd Street, New York, New York 10055. |
| (5) | Includes 677,933 shares of common stock held by Harwood Road LLC, a limited liability company. A revocable living trust, of which Mr. Nassetta is the trustee and a beneficiary, serves as the managing member of Harwood Road LLC. 99% of the economic interests in the limited liability company are held by a family trust for the benefit of Mr. Nassetta’s children and the remaining 1% is held by the aforementioned living trust. |
(5)(6) | Includes shares underlying vested options as follows: Mr. Nassetta: 160,489;398,545; Ms. Campbell: 90,044; Mr. Carter: 107,242; Mr. Jacobs: 50,108; Mr. Carter: 47,468;121,052; and Mr. Holthouser: 21,137.Witter: 35,525. Also includes unvested shares of performance-vesting restricted stock, a portion of which may be forfeited at the end of the performance period based on the achievement of the applicable performance criteria, as follows: Mr. Nassetta: 118,492; Ms. Campbell: 28,250; Mr. Carter: 33,900; Mr. Jacobs: 41,364; Mr. Carter: 33,900; and Mr. Holthouser: 15,976.Witter: 36,652. |
(6) | Mr. Gray is an employee of Blackstone, but disclaims beneficial ownership of the shares beneficially owned by Blackstone. |
| (7) | Includes fully vested DSUs and dividend equivalents that settle on earlier of a termination for any reason or a change in control as follows: Ms. Begley: 2,290;4,262; Ms. Healey: 3,507; Mr. Huntsman: 7,320;Mabus: 3,307; Ms. McHale: 7,674;9,709; Mr. Schreiber: 6,355;8,375; Ms. Smith: 7,674;9,709; and Mr. Steenland: 7,674.9,709. |
| (8) | Includes 370,290877,757 shares underlying vested options held by our executive officers; 38,98648,579 fully vested DSUs and dividend equivalents held by our directors; and 317,826301,850 unvested shares of performance-vesting restricted stock held by our executive officers, a portion of which may be forfeited at the end of the performance period based on the achievement of the applicable performance criteria. |
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS Our Board of Directors recognizes the fact that transactions with related persons present a heightened risk of conflicts of interests and/or improper valuation (or the perception thereof). Our Board has adopted a written policy on transactions with related persons that is in conformity with the requirements for issuers having publicly-held common stock listed on the NYSE. Our related person transaction policy requires that a “related person” (as defined as in Item 404(a) of RegulationS-K, which includes security holders who beneficially own more than 5% of our common stock, including Blackstone and HNA)stock) must promptly disclose to our General Counsel any “related person transaction” (defined as any transaction that is anticipated would be reportable by us under Item 404(a) of RegulationS-K in which we were or are to be a participant and the amount involved exceeds $120,000 and in which any related person had or will have a direct or indirect material interest) and all material facts with respect thereto. The General Counsel will then promptly communicate that information to our Board or a duly authorized committee of the Board (currently the Audit Committee). No related person transaction will be executed without the approval or ratification of our Board or a duly authorized committee of the Board. It is our policy that directors interested in a related person transaction will recuse themselves from any vote on a related person transaction in which they have an interest. Each of the transactions described below was approved in accordance with our policy on transactions with related persons. HNA Stockholders Agreement. In connectionOur stockholders agreement with the sale by BlackstoneHNA was amended on April 9, 2018 pursuant to a master amendment and option agreement (the “MAOA”) that, among other things, permitted HNA to sell all of its shares representing approximately 25% of our common stock and granted us an option to HNA (the “Sale”), which closed on March 15, 2017, we entered into a stockholders agreement with HNA that became effective upon the closingrepurchase shares of common stock from HNA. As of the Sale. Thedate of execution of the MAOA, HNA stockholders agreement will terminate when HNA and its affiliates, in the aggregate, hold less than 5%held 82,500,000 shares of our common stock.stock, representing approximately 26% of our outstanding shares and had designated two directors to our Board pursuant to the stockholders agreement. On April 13, 2018, HNA completed an underwritten public offering of 66,000,000 shares of our common stock and on April 18, 2018 completed its sale to us of its remaining 16,500,000 shares of our common stock (as described below). As a result of HNA ceasing to beneficially own any shares of our common stock, HNA’s right to designate directors to our Board, and certain other rights and obligations under the stockholders agreement, terminated. | • | | Directors. Under the HNA stockholders agreement, for so long as HNA has at least 15% of HLT Parent’s outstanding common stock, it will have the right to designate two directors of the Company, only one of which may be affiliated with HNA (but not its hospitality business) and the other of which must meet the independence standards of the NYSE with respect to the Company and not have been, for two years, an employee, director or officer of, or consultant to, HNA or any of its affiliates. Each of HNA’s director designees must be reasonably satisfactory to our Nominating and Corporate Governance Committee in accordance with our standard candidate review process. In addition, so long as HNA owns at least 20% of HLT Parent’s outstanding common stock, HNA will have the right to designate an additional independent director to fill each third additional director seat above 10 directors of the Company; for example, if we were to increase our Board size in the future to 13, HNA would have the right to designate an independent director as the 13th member of the Board. HNA’s right to designate directors declines to one director when HNA’s ownership falls below 15% of our common stock and terminates when HNA’s ownership falls below 5% of our common stock, subject to certain exceptions. Each independent designee will be entitled to serve on at least one standing committee of the Board, as determined by the Nominating and Corporate Governance Committee. |
| • | | Voting Requirements. The HNA stockholders agreement generally requires HNA to vote all of its shares in excess of 15% of the total outstanding shares of the Company in the same proportion as the shares owned by other stockholders are voted on all matters, except as follows: (1) in uncontested elections of directors, HNA is required to vote all of its shares either in favor of the Board’s nominees or all of its shares in the same proportion as the shares owned by other stockholders are voted; (2) in contested elections of directors, HNA is required to vote all of its shares in the same proportion as the shares owned by other stockholders are voted; (3) for two years after the closing of the Sale, in third party acquisitions of the Company where the consideration is less than or equal to the price per share paid by HNA to Blackstone, HNA may vote all of its shares as it chooses; (4) for any acquisition of the Company other than an acquisition described in (3) above or an acquisition by HNA, HNA will vote all of its shares in excess of 15% of the total outstanding shares of the Company in proportion to the manner in which non-HNA holders vote their shares; and (5) in the case of any charter or bylaw amendment that adversely affects HNA disproportionally as compared to other stockholders, an
|
| issuance of more than 20% of the Company’s outstanding shares (other than for an acquisition) at a below-market price, or an acquisition of the Company by HNA, HNA may vote all of its shares as it chooses. In a third party tender offer, HNA will be required to tender its shares in excess of 15% of the total outstanding shares of the Company in the same proportion as shares held by non-HNA holders are tendered.
|
| • | | Transfer Restrictions and Right of First Refusal. Until March 15, 2019, HNA may not transfer any shares of the Company unless: such transfer is approved in advance by a majority of the disinterested members of the Board; such transfer is to an HNA affiliate, provided that such HNA affiliate agrees to be bound by the terms of the HNA stockholders agreement; such transfer is in connection with an acquisition approved by the Board; such transfer constitutes a tender into a tender or exchange offer commenced by the Company or any of its affiliates; or such transfer is in connection with a bona fide pledge of capital stock to a financial institution in connection with a bona fide loan or enforcement thereunder. After March 15, 2019, other than in an underwritten public offering, block trade or permitted transfer described above, HNA will not be permitted to transfer more than 4.9% of our total outstanding shares to any person or group, or any shares to certain competitors of the Company or, to the knowledge of HNA or its broker, a person or group who is a 5% stockholder or who would thereby become a 5% stockholder; in an underwritten public offering or a block trade, other than a permitted transfer described above, HNA will instruct the underwriter or broker not to transfer more than 4.9% of our total outstanding shares to any person or group or any shares to a 5% stockholder (unless the identity of the purchaser is not known to the underwriter or broker); and in a block trade, other than a permitted transfer described above, HNA will instruct its broker not to transfer shares to certain competitors of the Company (unless the identity of the purchaser is not known to HNA or its broker). In addition, if we propose to issue new equity securities in an offering that is not an underwritten public offering or an offering pursuant to Rule 144A, HNA will have a right of first refusal over its pro-rata portion of such issuance, measured based on HNA’s ownership percentage (which shall be capped at 25% for purposes of the right of first refusal) in the Company at such time. |
| • | | Standstill. HNA and its affiliates may not: acquire, offer or agree to acquire, any beneficial interest in the Company; make any public announcement or public offer with respect to any merger, business combination or other similar transaction involving the Company (except when the Board recommends or approves such transaction); make or in any way participate in any “solicitation” of “proxies” to vote or seek to influence voting of securities in a manner inconsistent with the Board’s recommendation; seek election or removal of any director other than HNA designees or otherwise act, alone or in concert with others, to control or influence the Company; call a meeting of stockholders; participate in a “group” regarding equity securities of the Company; act, alone or in concert with others, to seek to control or influence the management or policies of the Company; knowingly assist or encourage, or enter into any discussions or agreements with any third party, in connection with any of the foregoing; publicly disclose any intention, plan or arrangement inconsistent with the foregoing; provide any financing for a purchase of equity securities or assets of the Company, subject to certain exceptions; or take any actions that HNA knows or would reasonably be expected to know would require the Company to make a public announcement regarding the possibility of an acquisition. HNA is not prohibited from: (1) transferring shares of the Company to HNA affiliates; (2) purchasing shares of the Company pursuant to its right of first refusal over its pro-rata portion of newly issued equity securities of the Company; (3) making a non-public, confidential acquisition proposal to the Board; or (4) after a public announcement of a definitive agreement for the acquisition of the Company by a third party, making a publicly announced alternative acquisition proposal for all of the outstanding shares of the Company, which, if a tender or exchange offer, must be on the same terms for all such shares and include a non-waivable condition that a majority of the shares held by non-HNA holders are tendered into such offer. To the extent HNA’s ownership percentage falls below 25% of the total outstanding shares of the Company (or a lower percentage that results from sales of shares by HNA) as a result of issuances by the Company, HNA may purchase Company shares in the open market so as to maintain its ownership percentage at 25% (or such lower percentage that results from sales of shares by HNA). |
| • | | Corporate Opportunity; DGCL Section 203. The Delaware General Corporate Law (“DGCL”) permits corporations to adopt provisions renouncing any interest or expectancy in certain opportunities that are presented to the corporation or its officers, directors or stockholders. Under the HNA stockholders agreement, the Company 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. We also exempted HNA from the restrictions of Section 203 of the DGCL (“Section 203”). Although the Company has previously opted out of Section 203, our amended and restated certificate of incorporation and bylaws provide that when Blackstone ceases to own at least 5% of the Company’s outstanding common stock, the Company will automatically become subject to Section 203. |
Registration RightsRights.. We also entered into During 2018, we had a registration rights agreement with HNA that became effective upon the closing of the Sale. The HNA registration rights agreement provides that, beginning two years after the closing of the Sale, HNA will have customaryprovided certain “demand” and “piggyback” registration rights. The registration rights agreement also will requirerequired the Company to pay certain expenses relating to such registrations and indemnify the registration rights holder against certain liabilities under the Securities Act. The registration rights agreement was amended on April 9, 2018 pursuant to the MAOA to, among other things, permit HNA’s April 2018 underwritten public offering of shares of our common stock and to require HNA to pay for certain related expenses, including the reasonable fees and expenses of our legal counsels and accounting and tax advisors. HNA reimbursed us approximately $2.8 million in aggregate in connection with the underwritten public offering. As a result of HNA ceasing to beneficially own any shares of our common stock, the registration rights agreement terminated. Management, Franchise, Products and Franchise.Services. We currently manage or franchise, and may manage or franchise in the future, hotels that are directly or indirectly owned by affiliates of HNA on terms that are consistent with our standard forms of agreement. We recognized management and franchise fee revenue of approximately $0.3 million for the portion of the year in which HNA held more than 5% of our common stock related to these hotels. During that same period, we recognized reimbursements and reimbursable costs for these hotels, primarily related to payroll and marketing expenses, of less than $0.1 million. We also entered into ordinary course transactions with affiliates of HNA for the purchase of goods and services. Share Repurchase. In May 2018, we repurchased 16,500,000 shares of our common stock directly from HNA for aggregate cash consideration of approximately $1.2 billion (at a price per share that was 1% less than the price per share paid to HNA by the underwriters in the underwritten public offering described above). Blackstone Stockholders Agreement. In connection with our IPO,2013 initial public offering, we entered into a stockholders agreement with Blackstone. This agreement requiresrequired us to, among other things, nominate a number of individuals designated by Blackstone for election as our directors at any meeting of our stockholders each a “Blackstone Director.” As amended upon closingbased on the percentage of the Sale, the agreement provides that: Blackstone may designate a numberBlackstone’s beneficial ownership of directors equal to: (1) if Blackstone beneficially owns at least 50% of the Company’sour outstanding common stock, 50%stock. As a result of the total numberBlackstone’s May 2018 sale of directors comprising the Board, rounded down to the nearest whole number; (2) if Blackstone beneficially owns at least 40% (but less than 50%)15,800,000 shares of the Company’s outstandingour common stock 40%to third-party investors in privately-negotiated transactions and our repurchase of the total number1,250,000 shares of directors comprising the Board, rounded down to the nearest whole number; (3) if Blackstone beneficially owns at least 30% (but less than 40%) of the Company’s outstanding common stock 30% of the total number offrom Blackstone (as described below), Blackstone’s right to designate directors comprising theto our Board, rounded down to the nearest whole number; (4) if Blackstone beneficially owns at least 20% (but less than 30%) of the Company’s outstanding common stock, (x) 20% of the total number of directors comprising the Board, rounded down to the nearest whole number, if the total number of directors is 10 or more or (y) the lowest whole number that is greater than 20% of the total number of directors comprising the Board if the total number of directors is less than 10; and (5) if Blackstone beneficially owns at least 5% (but less than 20%) of the total shares of the Company’s common stock entitled to vote generally in the election of directors as of the record date for such meeting, the lowest whole number that is greater than 10% of the total number of directors comprising the Board. For so long ascertain other rights and obligations under the stockholders agreement, remains in effect, Blackstone Directors may be removed only with the consent of Blackstone. In the case of a vacancy on our Board created by the removal or resignation of a Blackstone Director, the stockholders’ agreement requires us to nominate an individual designated by Blackstone for election to fill the vacancy. The above-described provisions of the stockholders agreement will remain in effect until Blackstone is no longer entitled to nominate a Blackstone Director pursuant to the stockholders agreement, unless Blackstone requests that they terminate at an earlier date.terminated.
Registration Rights Agreement. We areDuring 2018, we were party to a registration rights agreement that providesprovided Blackstone customary “demand” and “piggyback” registration rights. The registration rights agreement also providesprovided that we willwould pay certain expenses relating to such registrations and indemnify the registration rights holders against certain liabilities that may arise under the Securities Act. Management, Franchise, Products and Services. We currently manage or franchise, and may manage or franchise in the future, hotels that are directly or indirectly owned by affiliates of Blackstone on terms that are consistent with our standard forms of agreement. We recognized management and franchise fee revenue of $42approximately $15.6 million for the portion of the year ended December 31, 2016in which Blackstone held more than 5% of our common stock related to these hotels. WeDuring that same period, we recognized reimbursements and reimbursable costs for these hotels, primarily related to payroll and marketing expenses, of $144 million for the year ended December 31, 2016.approximately $113.0 million. As of DecemberMay 31, 2016,2018, we had accounts receivable due from these hotels related to these management and franchise fees and reimbursements of $18approximately $38.2 million. From time to time, we have purchased products and services from entities affiliated with or owned by Blackstone. In certain negotiated instances, these arrangements may permit our hotels, as well as hotels controlled by affiliates of Blackstone, to elect whether or not to contract with such third-party providers on the terms we negotiated. Share Repurchase. In 2010, in connection with the settlement of a lawsuit,May 2018, we entered into a guarantee that requires us to pay any shortfalls under certain service contracts that affiliates of Blackstone entered into with the plaintiff. The initial maximum exposure under the guarantee was $75 million, which has subsequently been reduced to approximately $10 million as of March 31, 2017 as a result of the plaintiff’s receipt of payments from the counterparties of such service contracts. In February 2016, Blackstone sold the Hilton Key Largo to a third party, which resulted in the terminationrepurchased 1,250,000 shares of our existing management agreementcommon stock directly from Blackstone for the property. The buyer subsequently entered into a Hilton franchise agreement and a Curio franchise agreement for the property. The Hilton franchise agreement will terminate, and the Curio franchise will become effective, upon conversion of the hotel to a Curio which is anticipated to occur by January 1, 2018.
In August 2016, we amended the liquidated damages provision of a franchise agreement with Blackstoneapproximately $0.1 billion in view of the expected condemnation of the hotel by the local government.
In October 2016, a Blackstone company entered into a management agreement with us for a 250-room Hilton-branded hotel and a 320-room Hilton Garden Inn-branded hotel in Bangalore, India.aggregate.
2017Spin-Off Agreements In connection with theour January 2017 spin-offs of Park Hotels & Resorts Inc. and Hilton Grand Vacations Inc., we entered into several agreements with Park and HGV that govern our ongoing relationship. Distribution Agreement. Our Distribution Agreement with As of March 2018, we no longer consider Park andor HGV governs certain transfers of assets and assumptions of liabilities by eachto be a related person of Hilton Park and HGV and the settlement or extinguishment of certain liabilities and other obligations among the three companies. In particular, substantially all of the assets and liabilities associated with the separated real estate business were retained by or transferred to Park or its subsidiaries; substantially all of the assets and liabilities associated with the timeshare business were retained by or transferred to HGV or its subsidiaries; and all other assets and liabilities were retained by or transferred to Hilton or its subsidiaries. Park, HGV and Hilton also agreed that losses related to certain contingent liabilities that generally are not specifically attributable to any of the three companies will be apportioned as follows: 65%, 26%, and 9% for each of Hilton, Park and HGV, respectively.
Employee Matters Agreement. Our Employee Matters Agreement with Park and HGV governsfollowing the respective rights, responsibilities and obligationsdispositions by HNA of Hilton, Park and HGV after the spin-offs with respect to transferred employees, defined benefit pension plans, defined contribution plans, non-qualified retirement plans, employee health and welfare benefit plans, incentive plans, equity-based awards, collective bargaining agreements and other employment, compensation and benefits-related matters. The Employee Matters Agreement provides for, among other things, the allocation and treatment of assets and liabilities arising out of incentive plans, retirement plans and employee health and welfare benefit plansits entire interest in which Park and HGV employees participated prior to the spin-offs, and continued participation by Park and HGV employees in certain
of Hilton’s compensation and benefit plans for a specified period of time following the spin-offs. Generally, other than with respect to certain specified compensation and benefit plans and liabilities, each of Park and HGV assumed or retained sponsorship of, and the liabilities relating to, compensation and benefit plans and employee-related liabilities relating to its current and former employees. The Employee Matters Agreement also provides that outstanding Hilton equity-based awards were equitably adjusted or converted into Park or HGV awards, as applicable.HGV.
Tax Matters Agreement. Our Tax Matters Agreement with Park and HGV governs the respective rights, responsibilities and obligations of Hilton, Park and HGV with respect to tax liabilities and benefits, tax attributes, tax contests and other tax sharing regarding U.S. federal, state, local and foreign income taxes, other tax matters and related tax returns. Under the Tax Matters Agreement, whichOther Relationships
T. Rowe Price Associates, Inc. is not binding on the IRS, each of Park and HGV will continue to have several liability with Hilton to the IRS for the consolidated U.S. federal income taxes of the Hilton consolidated group relating to the taxable periods in which Park and HGV were part of that group. The agreement also specifies the portion, if any, of this tax liability for which Park and HGV will bear responsibility and provides for certain indemnification provisions with respect to amounts for which they are not responsible. In addition, under the agreement, each party is expected to be responsible for any taxes imposed on Hilton that arise from the failure of the spin-offs and certain related transactions to qualify as a tax-free transaction for U.S. federal income tax purposes, to the extent that the failure to qualify is attributable to actions taken by such party (or with respect to such party’s stock). The parties will share responsibility in accordance with sharing percentages under the Distribution Agreement for any such taxes imposed on Hilton that are not attributable to actions taken by a particular party. The Tax Matters Agreement also provides for certain covenants that may restrict Hilton’s ability to issue equity and pursue strategic or other transactions that otherwise could maximize the value of Hilton’s business, including, for two years after the spin-offs: (1) engaging in any transaction involving the acquisition of shares of Hilton stock or certain issuances of shares of Hilton stock; (2) merging or consolidating with any other person or dissolving or liquidating in whole or in part; (3) selling or otherwise disposing of, or allowing the sale or other dispositionbeneficial holder of more than 35%5% of Hilton’s consolidated gross or net assets; or (4) repurchasing Hilton shares, exceptour outstanding common stock according to a Schedule 13G that it filed with the SEC on February 14, 2019. T. Rowe Price Retirement Plan Services, Inc. provides recordkeeping and management services for three of the Company’s retirement savings plans and received in certain circumstances.
These restrictions are generally inapplicable2018, in the event that the IRS has granted a favorable ruling to Hilton, Park or HGV or in the event that Hilton, Park or HGV has received an opinion from a tax advisor that it can take such actions without adversely affecting the tax-free status of the spin-offsaggregate, approximately $5.6 million for investment management services and related transactions.
Tax Stockholders Agreement. Our Tax Stockholders Agreement with HGV and Blackstone is intended to preserve the tax-free status of the spin-offs. The agreement providesapproximately $1.0 million for certain covenants that may limit issuances or repurchases of Hilton or HGV stock in excess of specified percentages, dispositions of Hilton or HGV common stock by Blackstone, and transfers of interests in certain Blackstone entities that directly or indirectly own Hilton, Park or HGV common stock. Additionally, the agreement may limit issuances or repurchases of stock by Hilton in excess of specified percentages.
Transition Services Agreement. We entered into a Transition Services Agreement with Park and HGV under which we will provide Park and HGV with certainrecordkeeping services for a limited time to help ensure an orderly transition following the spin-offs. The services that we agreed to provide may include certain finance, information technology, human resources and compensation, facilities, legal and compliance and other services. Park and HGV will pay us for any such services at agreed amounts. In addition, for a specified term, Park or HGV and Hilton may mutually agree on additional services that were provided by Hilton prior to the spin-offs at pricing based on market rates reasonably agreed to by the parties.
HGV License Agreement. We entered into a license agreement with HGV granting HGV the right to use the trademarks “Hilton Grand Vacations,” “HGV” and “Hilton Club” (collectively, the “Hilton Marks”) in connection with the current and future operationthree plans. Mr. Schreiber, a director trustee of a Hilton-branded vacation ownership business (the “Licensed Business”). HGV also receivednumber of mutual funds managed by T. Rowe Price Associates and a license to or right to use certain other Hilton-owned intellectual property,
including promotional content and access to Hilton’s reservation system and property management software (collectively with the Hilton Marks, the “Hilton IP”). HGV alsomember of our Board, has the right to use Hilton’s loyalty program data and other customer information (“Hilton Data”) to promote the Licensed Business and for other internal business purposes, but may not disclose or sell such information to third parties without Hilton’s consent. We agreed not to compete or use the Hilton IP or Hilton Datano financial interest in the vacation ownership business (or license others to do so) for the first 30 years of the term of the license agreement, and HGV may extend this exclusivity for additional 10-year terms if it achieves certain revenue targets or makes a payment to cover any revenue shortfall. The initial term of the license agreement will expire on December 31, 2116. HGV will pay a royalty fee of 5% of gross revenues to Hilton quarterly in arrears, as well as specified additional fees. Gross revenues include HGV’s gross sales for the initial sale or re-sale of interests in the Licensed Business (subject to certain HGV Club exceptions), property operations revenue, transient rental revenue and other certain revenues earned. HGV also is required to pay Hilton an annual transition fee of $5 million for each of the first five years of the term and certain other fees and reimbursements. The license agreement contains customary requirements with respect to HGV’s record-keeping and Hilton’s audit rights.foregoing described services provided by T. Rowe Price Retirement Plan Services, Inc.
During the term of the license agreement, HGV is eligible to participate in Hilton’s loyalty program, currently known as the Hilton Honors program. HGV can purchase Hilton loyalty program points at cost for the first 20 years of the term, and thereafter at the market rate (with a most favored nation provision, pursuant to which such market rate is no higher than the price paid by strategic partners that purchase a comparable volume of points annually on comparable business terms). All members of Hilton’s loyalty program have the right to redeem loyalty program points at HGV properties in the Licensed Business, consistent with the tiers and rules of Hilton’s current loyalty program. HGV can convert points associated with its own point-based reservations and exchange system into Hilton loyalty program points through an exchange program at a conversion rate to be determined by HGV. HGV may not participate in a loyalty program of a Hilton competitor in connection with the Licensed Business.
Unless HGV obtains Hilton’s prior written consent, HGV may not: merge with or acquire a Hilton competitor or a vacation ownership business that has entered into an operating agreement with a Hilton competitor; merge with or acquire a vacation ownership business together with a lodging business; or be acquired or combined with any entity other than an affiliate. HGV may acquire control of a business that is not a vacation ownership business or a lodging business without Hilton’s consent, but will be required to operate such business as a separate operation that does not use the Hilton IP or Hilton Data unless Hilton consents to such use. Without Hilton’s prior consent, HGV may not assign its rights under the license agreement, except to one of its affiliates as part of an internal reorganization for tax or administrative purposes.
Indemnification Agreements We have entered into indemnification agreements with our directors and executive officers. These agreements require us to indemnify these individuals to the fullest extent permitted by Delaware law against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors or executive officers, we have been informed that in the opinion of the SEC such indemnification is against public policy and is therefore unenforceable. There is currently no pending material litigation or proceeding involving any of our directors, officers or employees for which indemnification is sought. DESCRIPTION OF OTHER INDEBTEDNESS The following description is a summary of the material terms of our material indebtedness other than the notes as of MarchDecember 31, 2017.2018. Senior Secured Credit Facilities On October 25, 2013, weParent entered into a credit agreement, as amended on August 18, 2016, and as further amended on November 21, 2016, and March 16, 2017 and April 19, 2018, with Deutsche Bank AG New York Branch, as administrative agent, collateral agent, swing line lender and L/C issuer and the other agents and lenders from time to time party thereto. The Senior Secured Credit Facilities consist of: a senior secured term loan facility (the “SeriesB-2 Term Loans” or the “Existing Term Loans”), which matures on October 25, 2023, of which $3.2$3.1 billion remains drawn and outstanding thereunder; and a $1.0 billion senior secured revolving credit facility (the “Revolving Credit Facility”), $150 million of which is available in the form of letters of credit, which matures on November 21, 2021. HWFParent (which is referred to throughout this section as the “Borrower”) is the borrower under the Senior Secured Credit Facilities. The Revolving Credit Facility includes borrowing capacity available for letters of credit and for short-term borrowings referred to as swing line borrowings. In addition, the Senior Secured Credit Facilities provide the Borrower with the option to raise incremental credit facilities (including an uncommitted incremental facility that provides the Borrower the option to increase the amount available under the SeriesB-2Term Loans and/or the Revolving Credit Facility by an aggregate of up to $1.5 billion, subject to additional increases upon satisfaction of certaina first lien net leverage-based tests)test), refinance the loans with debt incurred outside the credit agreement and extend the maturity date of the Revolving Credit Facility and Existing Term Loans, subject to certain limitations.
Interest Rate and Fees Borrowings under the SeriesB-2Term Loans bear interest, at the Borrower’s option, at a per annum rate equal to a margin over either (a) a base rate determined by reference to the highest of (1) the administrative agent’s prime lending rate, (2) the federal funds effective rate plus 1/2 of 1% and (3) the LIBOR rate for aone-month interest period plus 1.00% or (b) a LIBOR rate determined by reference to the Reuters LIBOR rate for the interest period relevant to such borrowing. The margin for the SeriesB-2Term Loans is 1.00%0.75%, in the case of base rate loans, and 2.00%1.75%, in the case of LIBOR rate loans. The SeriesB-2 Term Loans are subject to a LIBOR floor of 0.00%. The weighted average interest rate payable on the SeriesB-2Term Loans as of MarchDecember 31, 20172018 was equal to 2.98%4.26%. Borrowings under the Revolving Credit Facility bear interest, at the Borrower’s option, at a per annum rate equal to a margin over either (a) a base rate determined by reference to the highest of (1) the administrative agent’s prime lending rate, (2) the federal funds effective rate plus 1/2 of 1% and (3) the LIBOR rate for aone-month interest period plus 1.00% or (b) a LIBOR rate determined by reference to the Reuters LIBOR rate for the interest period relevant to such borrowing. The margin for the Revolving Credit Facility is 0.50%, in the case of base rate loans, and 1.50%, in the case of LIBOR rate loans, subject to onestep-up of 0.25% in the event the first lien net leverage ratio exceeds 2.00 to 1.00 but is less than or equal to 3.00 to 1.00 and subject to a secondstep-up of 0.25% in the event the first lien net leverage ratio exceeds 3.00 to 1.00. The Revolving Credit Facility is subject to a LIBOR floor of 0.00%. In addition to paying interest on outstanding principal under the Senior Secured Credit Facilities, the Borrower is required to pay a commitment fee to the lenders under the Revolving Credit Facility in respect of the unutilized commitments thereunder. The commitment fee rate is 0.125% per annum. The Borrower is also required to pay customary letter of credit fees. Prepayments The Senior Secured Credit Facilities require us to prepay outstanding Existing Term Loans, subject to certain exceptions, with: 50% (which percentage is reduced to 25% upon a first lien net leverage ratio not exceeding 4.60 to 1.00 and 0% upon a first lien net leverage ratio not exceeding 3.85 to 1.00, as applicable,applicable) of annual excess cash flow, calculated in accordance with the credit agreement; 100% of the net cash proceeds (including insurance and condemnation proceeds) of allnon-ordinary course asset sales or other dispositions of property by the Borrower and its restricted subsidiaries, subject to de minimis thresholds, if those net cash proceeds are not reinvested in assets to be used in the Borrower’s business or to make certain other permitted investments (a) within 12 months of the receipt of such net cash proceeds or (b) if the Borrower commits to reinvest such net cash proceeds within 12 months of the receipt thereof, within 180 days of the date of such commitment (although in connection with any such prepayment, the Borrower may also repay other first lien debt to the extent it is so required); and 100% of the net proceeds of any incurrence of debt by the Borrower or any of its restricted subsidiaries, other than debt permitted to be incurred or issued under the Senior Secured Credit Facilities. Notwithstanding any of the foregoing, each lender of the Existing Term Loans has the right to reject its pro rata share of mandatory prepayments described above, in which case we may retain the amounts so rejected. Notwithstanding anyThe foregoing mandatory prepayments will be applied pro rata to installments of the foregoing, each lender of theExisting Term Loans has the right to reject its pro rata sharein direct order of mandatory prepayments described above, in which case we may retain the amounts so rejected.maturity.
Amortization The Borrower is required to repay the SeriesB-2 Term Loans on the last business day of each quarter in installments in an aggregate principal amount equal to 0.25% of the original principal amount of the SeriesB-2Term Loans, with the remaining amount payable on the maturity date ofwith respect to such SeriesB-2 Term Loans. Based on the Term Loans.prepayments made to date, we are no longer subject to such amortization requirements. Guarantees The obligations under the Senior Secured Credit Facilities are unconditionally and irrevocably guaranteed by each of HLT Parent, HWP, Hilton Worldwide Finance Corp., any subsidiary of HWP that directly or indirectly owns 100% of the issued and outstanding equity interests of the Borrower, and, subject to certain exceptions, each of the Borrower’s existing and future material restricted domestic wholly owned subsidiaries (the “Subsidiary Guarantors”). In addition, the Senior Secured Credit Facilities are collateralized by first priority or equivalent security interests in (i) all the capital stock of, or other equity interests in, the Borrower and each of the Borrower’s and Subsidiary Guarantors’ material direct or indirect wholly owned restricted domestic subsidiaries and 65% of the capital stock of, or other equity interests in, each of the Borrower’s or any Subsidiary Guarantors’ direct wholly owned first-tier restricted foreign subsidiaries, and (ii) certain tangible and intangible assets of HWP, the Borrower and the Subsidiary Guarantors (subject to certain exceptions and qualifications). Certain Covenants and Events of Default The Senior Secured Credit Facilities contain a number of significant affirmative and negative covenants and customary events of default. Such covenants, among other things, limit or restrict, subject to certain exceptions, the ability of the Borrower and its restricted subsidiaries to: incur additional indebtedness, make guarantees and enter into hedging arrangements; enter into sale and leaseback transactions; engage in mergers or consolidations; make fundamental changes; pay dividends and distributions or repurchase our capital stock; make investments, loans and advances, including acquisitions; engage in certain transactions with affiliates; make changes in the nature of their business; and make prepayments of junior debt. In addition, if, on 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 $50.0 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% of the Revolving Credit Facility, the credit agreement will require the Borrower to maintain a consolidated first lien net leverage ratio not to exceed 7.00 to 1.00. In the event that the loans under the Senior Secured Credit Facilities have a rating equal to or higher than Baa3 (or the equivalent) according to Moody’s andBBB- (or the equivalent) according to S&P and no default has occurred and is continuing at the time such rating is given, the restrictions in the Senior Secured Credit Facilities regarding incurring additional indebtedness, making dividends and distributions or repurchases of capital stock and transactions with affiliates will no longer apply to the Borrower and its restricted subsidiaries at any time thereafter. The Senior Secured Credit Facilities also contain certain customary representations and warranties, affirmative covenants and events of default. If an event of default occurs, the lenders under the Senior Secured Credit Facilities are entitled to take various actions, including the acceleration of amounts due under the Senior Secured Credit Facilities and all actions permitted to be taken by a secured creditor. 4.250% Senior Notes due 2024 On August 18, 2016, Hilton Escrow Issuer LLC and Hilton Escrow Issuer Corp. (the “Escrow Issuers”), then indirect subsidiaries of HLT Parent, issued $1.0 billion aggregate principal amount of 4.250% Senior Notes due 2024 (the “2024 Notes”) under an indenture dated as of August 18, 2016. On September 22, 2016, the Escrow Issuers merged with and into the Issuer with the Issuer continuing as the surviving entity. Interest on the 2024 Notes is payable semi-annually in cash in arrears on March 1 and September 1 of each year. The 2024 Notes are guaranteed on a senior unsecured basis by HLT Parent, HWP, Parent and each of Parent’s wholly owned domestic restricted subsidiaries (other than the Issuer) that guarantees indebtedness under our Senior Secured Credit Facilities. The Issuer may redeem the 2024 Notes, in whole or in part, at any time prior to September 1, 2019, at a price equal to 100% of the principal amount, plus an applicable make-whole premium and accrued and unpaid interest. Beginning on September 1, 2019, the Issuer may redeem some or all of the 2024 Notes at a redemption price of 102.125% of the principal amount of 2024 Notes to be redeemed, plus any accrued and unpaid interest to the date of redemption. The redemption price decreases to 101.063% and 100.000% of the principal amount of 2024 Notes to be redeemed on September 1, 2020 and 2021, respectively. In addition, at any time prior to September 1, 2019, the Issuer may, at its option, redeem up to 40% of the aggregate principal amount of the 2024 Notes with the net cash proceeds from certain equity offerings at the redemption price of 104.250%, plus accrued and unpaid interest. The indenture governing the 2024 Notes contains covenants that, among other things, limit the Issuer’s ability and the ability of its restricted subsidiaries, subject to certain exceptions, to: incur or guarantee additional debt or issue disqualified stock or certain preferred stock; pay dividends and make other distributions on, or redeem or repurchase, capital stock; make certain investments; enter into transactions with affiliates; enter into agreements that restrict the ability of restricted subsidiaries to make dividends or other payments to the issuer; designate restricted subsidiaries as unrestricted subsidiaries; and transfer or sell certain assets. The indenture governing the 2024 Notes contains change of control triggering event provisions and certain customary affirmative covenants and events of default. Subject to certain exceptions, the indenture governing 2024 Notes permits the Issuer and its restricted subsidiaries to incur additional indebtedness, including secured indebtedness. 4.625% Senior Notes due 2025 On March 16, 2017, Parent and Hilton Worldwide Finance Corp. (the“Co-Issuer”) issued $900 million aggregate principal amount of their 4.625% Senior Notes due 2025 (the “2025 Notes”) under an indenture dated as of March 16, 2017. Interest on the 2025 Notes is payable semi-annually in cash in arrears on April 1 and October 1 of each year. The 2025 Notes are guaranteed on a senior unsecured basis by HLT Parent and each of its wholly owned domestic restricted subsidiaries that guarantee indebtedness under our Senior Secured Credit Facilities. We may redeem the 2025 Notes, in whole or in part, at any time prior to April 1, 2020, at a price equal to 100% of the principal amount, plus an applicable make-whole premium and accrued and unpaid interest. Beginning on April 1, 2020, we may redeem some or all of the 2025 Notes at a redemption price of 102.312% of the principal amount of 2025 Notes to be redeemed, plus any accrued and unpaid interest to the date of redemption. The redemption price decreases to 101.156% and 100.000% of the principal amount of 2025 Notes to be redeemed on April 1, 2021 and 2022, respectively. In addition, at any time prior to April 1, 2020, we may, at our option, redeem up to 40% of the aggregate principal amount of the 2025 Notes with the net cash proceeds from certain equity offerings at the redemption price of 104.625%, plus accrued and unpaid interest. The indenture governing the 2025 Notes contains covenants that, among other things, limit theco-issuers’ ability and the ability of their restricted subsidiaries, subject to certain exceptions, to: incur or guarantee additional debt or issue disqualified stock or certain preferred stock; pay dividends and make other distributions on, or redeem or repurchase, capital stock; make certain investments; enter into transactions with affiliates; enter into agreements that restrict the ability of restricted subsidiaries to make dividends or other payments to the issuers; designate restricted subsidiaries as unrestricted subsidiaries; and transfer or sell certain assets. The indenture governing the 2025 Notes contains change of control triggering event provisions and certain customary affirmative covenants and events of default. Subject to certain exceptions, the indenture governing 2025 Notes permits us and our restricted subsidiaries to incur additional indebtedness, including secured indebtedness. 4.875% Senior Notes due 2027 On March 16, 2017, Parent and theCo-Issuer issued $600 million aggregate principal amount of their 4.875% Senior Notes due 2027 (the “2027 Notes”) under an indenture dated as of March 16, 2017. Interest on the 2027 Notes is payable semi-annually in cash in arrears on April 1 and October 1 of each year. The 2027 Notes are guaranteed on a senior unsecured basis by HLT Parent and each of its wholly owned domestic restricted subsidiaries that guarantee indebtedness under our Senior Secured Credit Facilities. We may redeem the 2027 Notes, in whole or in part, at any time prior to April 1, 2022, at a price equal to 100% of the principal amount, plus an applicable make-whole premium and accrued and unpaid interest. Beginning on April 1, 2022, we may redeem some or all of the 2027 Notes at a redemption price of 102.437% of the principal amount of 2027 Notes to be redeemed, plus any accrued and unpaid interest to the date of redemption. The redemption price decreases to 101.218%, 100.609% and 100.000% of the principal amount of 2027 Notes to be redeemed on April 1, 2023, 2024 and 2025, respectively. In addition, at any time prior to April 1, 2022, we may, at our option, redeem up to 40% of the aggregate principal amount of the 2027 Notes with the net cash proceeds from certain equity offerings at the redemption price of 104.875%, plus accrued and unpaid interest. The indenture governing the 2027 Notes contains covenants that, among other things, limit theco-issuers’ ability and the ability of their restricted subsidiaries, subject to certain exceptions, to: incur or guarantee additional debt or issue disqualified stock or certain preferred stock; pay dividends and make other distributions on, or redeem or repurchase, capital stock; make certain investments; enter into transactions with affiliates; enter into agreements that restrict the ability of restricted subsidiaries to make dividends or other payments to the issuers; designate restricted subsidiaries as unrestricted subsidiaries; and transfer or sell certain assets. The indenture governing the 2027 Notes contains change of control triggering event provisions and certain customary affirmative covenants and events of default. Subject to certain exceptions, the indenture governing 2027 Notes permits us and our restricted subsidiaries to incur additional indebtedness, including secured indebtedness. DESCRIPTION OF THE 2024 EXCHANGE NOTES General Certain terms used in this description are defined under the subheading “Certain Definitions.” In this description, (1) the term “Escrow Issuer” refers to Hilton Escrow Issuer LLC, a Delaware limited liability company, and not to any of its Subsidiaries or Affiliates; (2) the term the term “Escrow Co-Issuer” refers to Hilton Escrow Issuer Corp., a Delaware corporation and a Wholly Owned Subsidiary of the Escrow Issuer, and not to any of its Subsidiaries or Affiliates; (3) the term “Escrow Issuers” refers, collectively, to the Escrow Issuer and the Escrow Co-Issuer, and not to their Subsidiaries or Affiliates; (4) the term “HOC” refers to Hilton Domestic Operating Company Inc., a Delaware corporation, and not to any of its Subsidiaries; (5)Subsidiaries (2) the term “Issuer” refers (a) prior to the Escrow Release Date, collectively, to the Escrow Issuers, and not to their Subsidiaries or Affiliates and (b) from and after the Escrow Release Date, to HOC, and not any of its Subsidiaries; (4) the term “HWFParent” refers to Hilton Worldwide Finance LLC, a Delaware limited liability company, which, upon consummation of the Spin-Off Transaction, will be the direct parent of the Issuer; (5)Issuer, and not to any of its Subsidiaries or Affiliates; (3) the term “HWP” refers to Hilton Worldwide Parent LLC, a Delaware limited liability company, the direct parent of Parent, and not to any of its Subsidiaries or Affiliates; (4) the term “HLT Parent” refers to Hilton Worldwide Holdings Inc., a Delaware corporation, which upon consummationthe direct parent of HWP and the Spin-Off Transaction, will be an indirect parent of the Issuer;Issuer, and (6)not to any of its Subsidiaries or Affiliates; and (5) the terms “we,” “our” and “us” each refer to HLT Parent and its consolidated Subsidiaries. On August 18, 2016April 13, 2018 the Escrow IssuersIssuer issued $1,000,000,000$1,500,000,000 aggregate principal amount of 4.250%5.125% senior notes due 20242026 (the “OutstandingNotes”) under an indenture (the “Indenture”) by and among the Escrow IssuersIssuer, the Guarantors (as defined herein) and Wilmington Trust, National Association, as trustee (the “Trustee”).The Outstanding Notes were issued in a private transaction that was not subject to the registration requirements of the Securities Act. The terms of the exchange notes to be issued in the exchange offer for such notes are substantially identical to the Outstanding Notes, except that the transfer restrictions, registration rights and additional interest provision relating to the Outstanding Notes will not apply to the exchange notes and the escrow and special mandatory redemption provisions are no longer applicable.notes. In this section, we refer to the Outstanding Notes, together with the exchange notes offered hereby that are to be exchanged for the Outstanding Notes, as the “Notes”. Except as set forth herein, the terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act. The following description is only a summary of the material provisions of the Indenture. It does not purport to be complete and is qualified in its entirety by reference to the provisions of the Indenture, including the definitions therein of certain terms used below. We urge you to read the Indenture because it, and not this description, defines your rights as Holders of the Notes. You may request copies of the Indenture at our address set forth under “Prospectus Summary—Corporate Information.” Brief Description of the Notes The Notes: are general, unsecured, senior obligations of the Issuer; rank equally in right of payment with any existing and future Senior Indebtedness of the Issuer; are effectively subordinated to any existing and future Secured Indebtedness of the Issuer, to the extent of the value of the collateral securing such Secured Indebtedness, including the guarantee of the Issuer under the Senior Secured Credit Facilities; are senior in right of payment to any future obligations of the Issuer that are expressly subordinated in right of payment to the Notes; and are structurally subordinated to all existing and future Indebtedness, claims of holders of Preferred Stock and other liabilities of the Issuer’sParent’s Subsidiaries (other than the Issuer) that do not guarantee the Notes. Guarantees The Guarantors, as primary obligors and not merely as sureties, jointly and severally guarantee, fully and unconditionally, on an unsecured senior basis, the performance and full and punctual payment when due, whether at maturity, by acceleration or otherwise, of all obligations of the Issuer under the Indenture and the Notes, whether for payment of principal of, premium, if any, or interest on the Notes or expenses, indemnification or otherwise, on the terms set forth in the Indenture by executing a supplemental indenture to the Indenture. The Guarantors guarantee the Notes and, in the future, subject to exceptions set forth under the caption “—Certain Covenants—Limitation on Guarantees of Indebtedness by Restricted Subsidiaries,” each direct and indirect Wholly Owned Subsidiary organized or existing under the laws of the United States, any state thereof or the District of Columbia that is a Restricted Subsidiary of HWFParent (other than the Issuer) that guarantees certain Indebtedness of HWF,Parent, the Issuer or any other Guarantor will, guarantee the Notes, subject to certain exceptions and to release as provided below or elsewhere in this “Description of the 2024 Exchange Notes.” As of the date of this prospectus, none of our Foreign Subsidiaries, ournon-Wholly Owned Subsidiaries that are Restricted Subsidiaries, our U.S. Wholly Owned Subsidiaries, substantially all of the assets of which consist of the Equity Interests and/or Indebtedness of one or more Foreign Subsidiaries that are “controlled foreign corporations” within the meaning of Section 957 of the Internal Revenue Code, our U.S. Wholly Owned Subsidiaries that are directly or indirectly owned by Foreign Subsidiaries, or our Unrestricted Subsidiaries guarantee the Notes, and no such Subsidiaries are expected to guarantee the Notes in the future. Each of the Guarantees: is a general, unsecured, senior obligation of each Guarantor; ranks equally in right of payment with all existing and future senior Indebtedness of that Guarantor; is effectively subordinated to any existing and future secured Indebtedness of that Guarantor that is secured to the extent of the value of the collateral securing such secured Indebtedness, including the Senior Secured Credit Facilities; is senior in right of payment to any future Indebtedness of that Guarantor that is expressly subordinated in right of payment to the Guarantee of that Guarantor; and is structurally subordinated to all existing and future Indebtedness, claims of holders of Preferred Stock and other liabilities of Subsidiaries of each Guarantor that do not Guarantee the Notes. As of MarchDecember 31, 2017:2018: HWF,Parent, the Issuer and the Guarantors had approximately $6,459 million$7.1 billion of total debt outstanding, excluding unamortized deferred financing costs and discount, and approximately $3,959$3,119 million of secured indebtedness outstanding; and HWFParent had an additional $977$937 million of availability to incur secured indebtedness under its revolving credit facility (after giving effect to $23$63 million of outstanding letters of credit) of unutilized capacity under the revolving credit facilityRevolving Credit Facility provided for under the Senior Secured Credit Facilities. Only ourHLT Parent, HWP and Parent’s U.S. Wholly Owned Subsidiaries that are Restricted Subsidiaries (other than the Issuer) that guarantee certain Indebtedness of HWF,Parent, the Issuer or any Guarantor guarantee the Notes. None of our Foreign Subsidiaries ornon-wholly owned domestic restricted subsidiaries are or will be required to guarantee the Notes. None of ourParent’s U.S. Wholly Owned Subsidiaries substantially all of the assets of which consist of the Equity Interests and/or Indebtedness of one or more Foreign Subsidiaries that are “controlled foreign corporations” within the meaning of Section 957 of the Internal Code, and none of ourParent’s U.S. Wholly Owned Subsidiaries directly or indirectly owned by Foreign Subsidiaries, are or will be required to guarantee the Notes. In addition, the PropCo entities and their Subsidiaries, which hold most of our U.S. owned real estate, are Unrestricted Subsidiaries and do not guarantee the Notes. All of HWF’s Subsidiaries other than the PropCo entities and their Subsidiaries (collectively, the “Unrestricted U.S. Real Estate Subsidiaries”) are “Restricted Subsidiaries,” and PropCo entities and direct and indirect Subsidiaries of any PropCo entity are automatically designated as Unrestricted Subsidiaries. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Supplemental Financial Data for Unrestricted U.S. Real Estate Subsidiaries” included elsewhere in this prospectus. As of the date of this prospectus, all of ourParent’s Subsidiaries are “Restricted Subsidiaries” unless designated as Unrestricted Subsidiaries in accordance with the Indenture. In addition, underRestricted Subsidiaries. Under certain circumstances, we areParent is permitted to designate certain of our otherits existing and future subsidiaries as “Unrestricted Subsidiaries.” Any Unrestricted Subsidiaries are not subject to any of the restrictive covenants in the Indenture and do not guarantee the Notes.
For the year ended December 31, 2018, ournon-guarantor Subsidiaries represented $1,906 million, or 52% of our total revenues, excluding other revenues from managed and franchised properties, and $501 million, or 24% of our Adjusted EBITDA. In the event of a bankruptcy, liquidation, reorganization or similar proceeding of any of thesenon-guarantor Subsidiaries, thenon-guarantor Subsidiaries will pay the holders of their debt and their trade creditors before they will be able to distribute any of their assets to the Issuer or a Guarantor. As a result, all of the existing and future liabilities of ournon-guarantor Subsidiaries, including any claims of trade creditors, are effectively senior to the Notes. The Indenture does not limit the amount of liabilities that are not considered Indebtedness which may be incurred by HWFParent or its Restricted Subsidiaries, including thenon-guarantor Restricted Subsidiaries. The obligations of each Guarantor under its Guarantee are limited as necessary to prevent the Guarantee from constituting a fraudulent conveyance under applicable law. This provision may not, however, be effective to protect a Guarantee from being voided under fraudulent transfer law, or may reduce the applicable Guarantor’s obligation to an amount that effectively makes its Guarantee worthless. If a Guarantee were rendered voidable, it could be subordinated by a court to all other indebtedness (including guarantees and other contingent liabilities) of the Guarantor, and, depending on the amount of such indebtedness, a Guarantor’s liability on its Guarantee could be reduced to zero. See “Risk Factors—Risks Related to Our Indebtedness and the Exchange Notes—Federal and state statutes may allow courts, under specific circumstances, to void the exchange notes and the guarantees, subordinate claims in respect of the exchange notes and the guarantees and/or require holders of the exchange notes to return payments received from us.” Any Guarantor that makes a payment under its Guarantee is entitled upon payment in full of all guaranteed obligations under the Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP. Each Subsidiary Guarantor may consolidate with, amalgamate or merge with or into or sell all or substantially all its assets to the Issuer or another Guarantor without limitation or any other Person upon the terms and conditions set forth in the Indenture. See “—Certain Covenants—Merger, Consolidation or Sale of All or Substantially All Assets.” Each Guarantee by a Subsidiary Guarantor provides by its terms that it will be automatically and unconditionally released and discharged upon: (1) (a) any sale, exchange, disposition or transfer (by merger, amalgamation, consolidation, dividend, distribution or otherwise) of (i) the Capital Stock of such Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary or (ii) all or substantially all the assets of such Guarantor, in each case if such sale, exchange, disposition or transfer is made in compliance with the applicable provisions of the Indenture; (b) the release or discharge of the guarantee by such Subsidiary Guarantor of Indebtedness under the Senior Secured Credit Facilities, or the release or discharge of such other guarantee that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to the covenant described under “—Certain Covenants—Limitation on Guarantees of Indebtedness by Restricted Subsidiaries”); (c) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of the Indenture; (d) the merger or consolidation of any Guarantor with and into the Issuer or another Guarantor or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (e) the exercise by the Issuer of its legal defeasance option or covenant defeasance option as described under “—Legal Defeasance and Covenant Defeasance” or the discharge of the Issuer’s obligations under the Indenture in accordance with the terms of the Indenture; and (2) such Guarantor delivering to the Trustee an Officer’s Certificate of such Guarantor or the Issuer and an Opinion of Counsel, each stating that all conditions precedent provided for in the Indenture relating to such transaction or release and discharge have been complied with. Notwithstanding the foregoing, neither an Officer’s Certificate nor an Opinion of Counsel shall be required in the case of a merger or consolidation in accordance with clause 1(d) above. The respective Guarantee by each of HWFParent, HWP and HLT Parent, as the case may be, provides by its terms that it will be automatically and unconditionally released and discharged upon: (1)(a) in the case of HWP or HLT Parent, the release or discharge of the Indebtedness or guarantee of HWFHWP or HLT Parent, as applicable, under the Senior Secured Credit Facilities (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision); or (b) the exercise by the Issuer of its legal defeasance option or covenant defeasance option as described under “—Legal Defeasance and Covenant Defeasance” or the discharge of the Issuer’s obligations under the Indenture in accordance with the terms of the Indenture; and (2) HWFParent, HWP or HLT Parent, as applicable, delivering to the Trustee an Officer’s Certificate of HWFParent, HWP or HLT Parent, as applicable, and an Opinion of Counsel, each stating that all conditions precedent provided for in the Indenture relating to such release and discharge have been complied with. Neither HWP nor HLT Parent is not subject to any restrictive covenants under the Indenture. Principal, Maturity and Interest The Escrow IssuersIssuer issued an aggregate principal amount of $1,000,000,000$1,500,000,000 of Notes in a private transaction that was not subject to the registration requirements of the Securities Act. The Notes will mature on SeptemberMay 1, 2024.2026. Subject to compliance with the covenants described below under the caption “—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” the Issuer may issue additional Notes (“Additional Notes”) from time to time under the Indenture;provided that if any Additional Notes are not fungible with the Notes for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP number and ISIN from the Notes.All Notes including any Additional Notes subsequently issued under the Indenture will be treated as a single class for all purposes under the Indenture, including waivers, amendments, redemptions and offers to purchase. Unless the context requires otherwise, references to “Notes” for all purposes of the Indenture, the Guarantees and this “Description of the 2024 Exchange Notes” include any Additional Notes that are actually issued. The Notes were issued in minimum denominations of $2,000 and any integral multiples of $1,000 in excess thereof. Interest on the Notes accrues at the rate of 4.250%5.125% per annum. Interest on the Notes is payable semiannually in arrears on each MarchMay 1 and SeptemberNovember 1, commencing MarchNovember 1, 20172018 to the Holders of Notes of record on the immediately preceding FebruaryApril 15 and AugustOctober 15, respectively. Interest on the Notes accrues from the most recent date to which interest has been paid or, if no interest has been paid, from and including the Issue Date. Interest on the Notes is computed on the basis of a360-day year consisting of twelve30-day months. Payment of Principal, Premium and Interest Cash payments of principal of, premium, if any, and interest on the Notes are payable at the office or agency of the Issuer maintained for such purpose or, at the option of the Issuer, cash payment of interest may be made through the paying agent by check mailed to the Holders of the Notes at their respective addresses set forth in the register of Holders;provided, that (a) all cash payments of principal, premium, if any, and interest with respect to the Notes represented by one or more global notes registered in the name of or held by The Depository Trust Company (“DTC”) or its nominee are made through the paying agent by wire transfer of immediately available funds to the accounts specified by the registered Holder or Holders thereof and (b) all cash payments of principal, premium, if any, and interest with respect to certificated Notes may, at the option of the Issuer, be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if the applicable Holder elects payment by wire transfer by giving written notice to the Trustee or the paying agent to such effect designating such account no later than 30 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). Until otherwise designated by the Issuer, the Issuer’s office or agency will be the office of the Trustee maintained for such purpose. Paying Agent and Registrar for the Notes The Issuer will maintain one or more paying agents for the Notes. The initial paying agent for the Notes is the Trustee. The Issuer will also maintain one or more registrars and a transfer agent. The initial registrar and transfer agent with respect to the Notes is the Trustee. The registrar will maintain a register reflecting ownership of the Notes outstanding from time to time. The paying agent will make payments on, and the transfer agent will facilitate transfer of, the Notes on behalf of the Issuer. The Issuer may change the paying agent, the registrar or the transfer agent without prior notice to the Holders. HWFParent or any of its Subsidiaries may act as a paying agent, registrar or transfer agent upon prior written notice to the Trustee. If any Notes are listed on an exchange and the rules of such exchange so require, the Issuer will satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and will comply with any notice requirements required under such exchange in connection with any change of paying agent, registrar or transfer agent. Transfer and Exchange A Holder may transfer or exchange Notes in accordance with the Indenture. The registrar and the Trustee may require a Holder to furnish appropriate endorsements and transfer documents in connection with a transfer of Notes. Holders will be required to pay all taxes due on transfer. The Issuer and the transfer agent is not required to transfer or exchange any Note selected for redemption or tendered (and not withdrawn) for repurchase in connection with a Change of Control Offer or an Asset Sale Offer. Also, the Issuer and the transfer agent are not required to transfer or exchange any Note for a period of 15 days before a selection of Notes to be redeemed.redeemed or between a record date and payment date while Notes are in definitive form. The registered Holder of a Note will be treated as the owner of the Note for all purposes. Compliance with Trust Indenture Act The Trust Indenture Act will become applicable to the Indenture upon the qualification of the Indenture under the Trust Indenture Act, which will occur at such time as the Notes have been registered under the Securities Act. Until such time as the exchange notes have been registered under the Securities Act, the Notes will not be subject to Section 316(b) of the Trust Indenture Act and the provisions set forth under “—Amendment, Supplement and Waiver” do not conform to the express provisions in Section 316(b) of the Trust Indenture Act. Mandatory Redemption Mandatory Redemption; Offers to Purchase; Open Market Purchases
Except as described under “—Mandatory Redemption”, theThe Issuer is not required to make any mandatory redemption or sinking fund payments with respect to the Notes. However, under certain circumstances, the Issuer may be required to offer to purchase Notes as described
under the caption “—Repurchase at the Option of Holders.” The Issuer, the Investors and their respective Affiliates may, at their discretion, at any time and from time to time purchase Notes in the open market, pursuant to tender offers or otherwise. As market conditions warrant, we and our equity holders, their respective affiliates and members of our management, may from time to time seek to purchase our outstanding debt securities or loans, including the Notes, in privately negotiated or open market transactions, by tender offer or otherwise. Subject to any applicable limitations contained in the agreements governing our indebtedness, including the Indenture, any purchases made by us may be funded by the use of cash on our balance sheet or the incurrence of new secured or unsecured debt, including borrowings under our credit facilities. The amounts involved in any such purchase transactions, individually or in the aggregate, may be material. Any such purchases may be with respect to a substantial amount of a particular class or series of debt, with the attendant reduction in the trading liquidity of such class or series. In addition, any such purchases made at prices below the “adjusted issue price” (as defined for U.S. federal income tax purposes) may result in taxable cancellation of indebtedness income to us, which amounts may be material, and in related adverse tax consequences to us. Optional Redemption Except as set forth below, the Issuer is not entitled to redeem the Notes at its option prior to SeptemberMay 1, 2019.2021. At any time prior to SeptemberMay 1, 2019,2021, the Issuer may, at its option, and on one or more occasions, redeem all or a part of the Notes, upon notice as described under “—Selection and Notice,” at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption (the “Redemption Date”), subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date falling prior to or on the Redemption Date. On and after SeptemberMay 1, 2019,2021, the Issuer may, at its option and on one or more occasions, redeem the Notes, in whole or in part, upon notice as described under “—Selection and Notice,” at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, thereon to, but excluding, the applicable Redemption Date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date falling prior to or on the Redemption Date, if redeemed during the twelve-month period beginning on SeptemberMay 1 of each of the years indicated below: | | | | | Year | | Percentage | | 2019 | | | 102.125 | % | 2020 | | | 101.063 | % | 2021 and thereafter | | | 100.000 | % |
| | | | | Year | | Percentage | | 2021 | | | 102.563 | % | 2022 | | | 101.281 | % | 2023 and thereafter | | | 100.000 | % |
In addition, prior to SeptemberMay 1, 2019,2021, the Issuer may, at its option, and on one or more occasions, redeem up to 40% of the aggregate principal amount of the Notes issued under the Indenture at a redemption price equal to 104.250%105.125% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date, subject to the right of Holders of Notes of record on the relevant record date to receive interest due on the relevant interest payment date falling prior to or on the Redemption Date, with the net cash proceeds received by itthe Issuer from one or more Equity Offerings or a contribution to the Issuer’s common equity capital made with the net cash proceeds of an Equity Offering;provided, that (a) at least 50% of (A) the aggregate principal amount of the Notes originally issued under the Indenture on the Issue Date and (B) the aggregate principal amount of anyAdditional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; and (b) each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notwithstanding the foregoing, in connection with any tender offer for the Notes, including without limitation any Change of Control Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Issuer, or any third party making such tender offer in lieu of the Issuer, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party will have the right upon not less than 15 nor more than 60 days’ prior notice, given not more than 30 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a price equal to the price offered to each other Holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Redemption Date. Notice of any redemption, whether in connection with an Equity Offering, other transaction or otherwise, may be given prior to the completion thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering or other transaction. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuer’s discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Redemption Date, or by the Redemption Date so delayed. In addition, the Issuer may provide in such notice that payment of the redemption price and performance of the Issuer’s obligations with respect to such redemption may be performed by another Person. The Issuer, the Investors and their respective Affiliates may acquire the Notes by means other than a redemption, whether by tender offer, open market purchases, negotiated transactions or otherwise. Selection and Notice If the Issuer is redeeming less than all of the Notes issued under the Indenture at any time, the Trustee will select the Notes to be redeemed (a) if the Notes are listed on an exchange, in compliance with the requirements of such exchange or (b) on a pro rata basis to the extent practicable, or, if the pro rata basis is not practicable for any reason by lot or by such other method as the Trustee shall deem fair and appropriate and otherwise in accordance with applicable procedures of DTC in minimum denominations of $2,000 and increments of $1,000 in excess thereof. No Notes of $2,000 or less can be redeemed in part. Notices of redemption shall be delivered electronically or mailed by first-class mail, postage prepaid, at least 15 days but (except as set forth in the fifth paragraph under “—Optional Redemption”) not more than 60 days before the redemption date to each Holder of Notes at such Holder’s registered address or otherwise in accordance with the procedures of DTC, except that redemption notices may be delivered more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture. If any Note is to be redeemed in part only, any notice of redemption that relates to such Note shall state the portion of the principal amount thereof that has been or is to be redeemed. With respect to Notes represented by certificated notes, the Issuer will issue a new Note in a principal amount equal to the unredeemed portion of the original Note in the name of the Holder upon cancellation of the original Note;provided, that new Notes will only be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. Notes called for redemption become due on the date fixed for redemption, unless such redemption is conditioned on the happening of a future event. On and after the Redemption Date, interest ceases to accrue on Notes or portions of them called for redemption. Repurchase at the Option of Holders Change of Control Triggering Event The Indenture provides that if a Change of Control Triggering Event occurs, unless the Issuer has previously or concurrently sent a redemption notice with respect to all the outstanding Notes as described under “—Optional Redemption,” the Issuer will make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to, but excluding, the date of purchase, subject to the right of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment date falling prior to or on the purchase date. Within 30 days following any Change of Control Triggering Event, the Issuer will send notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the security register or otherwise delivered in accordance with the procedures of DTC with the following information: (1) that a Change of Control Offer is being made pursuant to the covenant entitled “Change of Control Triggering Event,” and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer; (2) the purchase price and the purchase date, which will be no earlier than 15 days nor later than 60 days from the date such notice is sent (the ““Change of Control Payment Date”), except in the case of a conditional Change of Control Offer made in advance of a Change of Control Triggering Event as described below; (3) that any Note not properly tendered will remain outstanding and continue to accrue interest; (4) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed or otherwise in accordance with the procedures of DTC, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes;providedthat the paying agent receives, not later than the close of business on the second Business Day prior to the expiration date of the Change of Control Offer, a facsimile transmission, letter or other communication in accordance with the procedures of DTC setting forth the name of the Holder of thesuch Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes, or a specified portion thereof, and its election to have such Notes purchased; (7) that Holders whose Notes are being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to at least $2,000 or any integral multiple of $1,000 in excess of $2,000; (8) if such notice is delivered prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control Triggering Event and shall describe each such condition, and, if applicable, shall state that, in the Issuer’s discretion, the Change of Control Payment Date may be delayed until such time (including more than 60 days after the notice is mailed or delivered, including by electronic transmission) as any such condition shall be satisfied, or that such repurchase may not occur and such notice may be rescinded in the event that any such condition shall not have been satisfied by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed; and (9) any other instructions, as determined by the Issuer, consistent with the covenant described hereunder, that a Holder must follow. The Issuer will comply with the requirements of Rule14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the Indenture, the Issuer will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in the Indenture by virtue thereof. On the Change of Control Payment Date, the Issuer will, to the extent permitted by law: (1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer; (2) deposit with the paying agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and (3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer. The Senior Secured Credit Facilities provide, and future credit agreements or other agreements relating to Indebtedness to which HWFeither Parent or the Issuer becomebecomes a party may provide, that certain change of control events with respect to HWFParent or the Issuer would constitute a default thereunder (including a Change of Control Triggering Event under the Indenture). If we experience a change of control that triggers a default under the Senior Secured Credit Facilities or any such future Indebtedness, we could seek a waiver of such default or seek to refinance the Senior Secured Credit Facilities or such future Indebtedness. In the event we do not obtain such a waiver or do not refinance the Senior Secured Credit Facilities or any such future Indebtedness, such default could result in amounts outstanding under the Senior Secured Credit Facilities or such future Indebtedness being declared due and payable. Our ability to pay cash to the Holders of Notes following the occurrence of a Change of Control Triggering Event may be limited by our then-existing financial resources. Therefore, sufficient funds may not be available when necessary to make any required repurchases. The Change of Control Triggering Event purchase feature of the Notes may in certain circumstances make more difficult or discourage a sale or takeover of us and, thus, the removal of incumbent management. The Change of Control Triggering Event purchase feature is a result of negotiations between the Initial Purchasers and us. We have no present intention to engage in a transaction involving a Change of Control Triggering Event, although it is possible that we could decide to do so in the future. Subject to the limitations discussed below, we could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control Triggering Event under the Indenture, but that could increase the amount of Indebtedness outstanding at such time or otherwise affect our capital structure or credit ratings. Restrictions on our ability to incur additional Indebtedness are contained in the covenants described under “—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” and “—Certain Covenants—Liens.” Such restrictions in the Indenture can be waived only with the consent of the Holders of a majority in principal amount of all the then outstanding Notes. Except for the limitations contained in such covenants, however, the Indenture does not contain any covenants or provisions that may afford Holders of the Notes protection in the event of a highly leveraged transaction. The Issuer will not be required to make a Change of Control Offer following a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control Triggering Event at the time of making of the Change of Control Offer. The definition of “Change of Control” includes a disposition of all or substantially all of the assets of HWFParent and its Subsidiaries, taken as a whole, to certain Persons. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve a disposition of “all or substantially all” of the assets of HWFParent and its Subsidiaries, taken as a whole. As a result, it may be unclear as to whether a Change of Control Triggering Event has occurred and whether a Holder of Notes may require the Issuer to make an offer to repurchase the Notes as described above. The provisions under the Indenture relating to the Issuer’s obligation to make an offer to repurchase the Notes as a result of a Change of Control Triggering Event may be waived or modified with the written consent of the Holders of a majority in principal amount of all the then outstanding Notes. Asset Sales The Indenture provides that HWFParent will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale, unless: (1) HWFParent or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by HWFParent at the time of contractually agreeing to such Asset Sale) of the assets sold or otherwise disposed of; and (2) except in the case of a Permitted Asset Swap, at least 75.0% of the consideration for such Asset Sale, together with all other Asset Sales since the Issue Date (on a cumulative basis), received by HWFParent or such Restricted Subsidiary, as the case may be, is in the form of Cash Equivalents;provided that the amount of: (a) any liabilities (as shown on HWF’sParent’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto or, if incurred or increased subsequent to the date of such balance sheet, such liabilities that would have been shown on HWF’sParent’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or increase had taken place on or prior to the date of such balance sheet, as determined by HWF)Parent) of HWFParent or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Notes, that are assumed by the transferee of any such assets pursuant to a written agreement which releases or indemnifies HWFParent or such Restricted Subsidiary from such liabilities; (b) any securities, notes or other obligations or assets received by HWFParent or such Restricted Subsidiary from such transferee that are converted by HWFParent or such Restricted Subsidiary into Cash Equivalents (to the extent of the Cash Equivalents received) within 180 days (450 days in the case of any securities, notes or other obligations or assets received in respect of any Asset Sale of the Specified Real Property Assets) following the closing of such Asset Sale; and (c) any DesignatedNon-cash Consideration received by HWFParent or such Restricted Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other DesignatedNon-cash Consideration received pursuant to this clause (c)I that is at that time outstanding, not to exceed the greater of (i) $710.0 million and (ii) 5.0% of Total Assets at the time of the receipt of such DesignatedNon-cash Consideration, with the fair market value of each item of DesignatedNon-cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be Cash Equivalents for purposes of this provision and for no other purpose. Within 450 days after the receipt of any Net Proceeds of any Asset Sale, HWFParent or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale, (1) to permanently reduce Indebtedness as follows: (a) Obligations under the Senior Secured Credit Facilities, and to correspondingly reduce commitments with respect thereto; (b) Obligations under Secured Indebtedness which is secured by a Lien that is permitted by the Indenture, and to correspondingly reduce commitments with respect thereto; (c) Obligations under the Notes or any other Senior Indebtedness of HWFParent or any Restricted Subsidiary (and, in the case of other Senior Indebtedness, to correspondingly reduce any outstanding commitments with respect thereto, if applicable);providedthat if HWFParent or any Restricted Subsidiary shall so repay any Senior Indebtedness other than the Notes, the Issuer will either (A) reduce Obligations under the Notes on a pro rata basis by, at its option, (i) redeeming Notes as described under “—Optional Redemption” or (ii) purchasing Notes through open-market purchases, or (B) make an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders to purchase their Notes on a ratable basis with such other Senior Indebtedness for no less than 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, thereon up to the principal amount of Notes to be repurchased; or (d) if the assets that are the subject of such Asset Sale are the property or assets of a Restricted Subsidiary that is not the Issuer or a Guarantor, to permanently reduce Indebtedness of (i) a Restricted Subsidiary that is not the Issuer or a Guarantor, other than Indebtedness owed to HWFParent or any Restricted Subsidiary, or (ii) HWF,Parent, the Issuer or a Subsidiary Guarantor; or (2) to make (a) an Investment in any one or more businesses,providedthat such Investment in any business is in the form of the acquisition of Capital Stock and results in HWFParent or any of its Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (b) capital expenditures or (c) acquisitions of other assets, in each of (a), (b) and (c), used or useful in a Similar Business; or (3) to make an Investment in (a) any one or more businesses,providedthat such Investment in any business is in the form of the acquisition of Capital Stock and results in HWFParent or any of its Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (b) capital expenditures, (c) properties or (d) acquisitions of other assets that, in each of (a), (b), (c) and (d), replace the businesses, properties and/or assets that are the subject of such Asset Sale; provided, that a binding commitment entered into not later than such 450th450th day shall be treated as a permitted application of the Net Proceeds from the date of such commitment so long as the HWF,Parent, or such Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Proceeds will be applied to satisfy such commitment within the later of such 450th450th day and 180 days of such commitment (an “Acceptable Commitment”) and, in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith, HWFParent or such Restricted Subsidiary enters into another Acceptable Commitment (a “Second Commitment”) within 180 days of such cancellation or termination;provided further that if any Second Commitment is later cancelled or terminated for any reason before such Net Proceeds are applied, then such Net Proceeds shall constitute Excess Proceeds. Any Net Proceeds from the Asset Sale that are not invested or applied as provided and within the time period set forth in the preceding paragraph will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $200.0 million, the Issuer shall make an offer (an “Asset SaleOffer”) to all Holders of the Notes and, if required by the terms of any Indebtedness that rankspari passu with the Notes (“Pari Passu Indebtedness”), to the holders of such Pari Passu Indebtedness, to purchase the maximum aggregate principal amount of the Notes and such Pari Passu Indebtedness that is in an amount equal to at least $2,000, or an integral multiple of $1,000 in excess thereof, that may be purchased out of the Excess Proceeds at an offer price, in the case of the Notes, in cash in an amount equal to 100% of the principal amount thereof (or accreted value thereof, if less), plus accrued and unpaid interest, if any, to the date fixed for the closing of such offer, and in the case of any Pari Passu Indebtedness at the offer price required by the terms thereof but not to exceed 100% of the principal amount thereof, plus accrued and unpaid interest, if any, in accordance with the procedures set forth in the Indenture and the agreement(s) governing such Pari Passu Indebtedness. The Issuer will commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceed $200.0 million by delivering the notice required pursuant to the terms of the Indenture, with a copy to the Trustee. The Issuer may satisfy the foregoing obligations with respect to any Net Proceeds from an Asset Sale by making an Asset Sale Offer with respect to such Net Proceeds prior to the expiration of the relevant 450 days (or such longer period provided above) or with respect to Excess Proceeds of $200.0 million or less. To the extent that the aggregate amount of Notes and such Pari Passu Indebtedness, as the case may be, tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds for any purposes not otherwise prohibited under the Indenture. If the aggregate principal amount of Notes or the Pari Passu Indebtedness, as the case may be, surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Issuer shall purchase the Notes and such Pari Passu Indebtedness, as the case may be, on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness, as the case may be, tendered with adjustments as necessary so that no Notes or Pari Passu Indebtedness, as the case may be, will be repurchased in part in an unauthorized denomination. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds that resulted in the requirement to make an Asset Sale Offer shall be reset to zero (regardless of whether there are any remaining Excess Proceeds upon such completion). Additionally, the Issuer may, at its option, make an Asset Sale Offer using the proceeds from any Asset Sale at any time after the consummation of such Asset Sale. Upon consummation or expiration of any Asset Sale Offer, any remaining Net Proceeds shall not be deemed Excess Proceeds and the Issuer may use such Net Proceeds for any purpose not otherwise prohibited under the Indenture. Pending the final application of any Net Proceeds pursuant to this covenant, the holder of such Net Proceeds may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility, including under the Senior Secured Credit Facilities, or otherwise invest such Net Proceeds in any manner not prohibited by the Indenture. The Issuer will comply with the requirements of Rule14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the Indenture, the Issuer will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in the Indenture by virtue thereof. The provisions under the Indenture relative to the Issuer’s obligation to make an offer to repurchase the Notes as a result of an Asset Sale may be waived or modified with the written consent of the Holders of a majority in principal amount of all the then outstanding Notes. Our future credit agreements or other similar agreements to which the Issuer becomes party may contain restrictions on the Issuer’s ability to repurchase Notes. In the event an Asset Sale occurs at a time when the Issuer is prohibited from purchasing Notes, the Issuer could seek the consent of its lenders to the repurchase of Notes or could attempt to refinance the borrowings that contain such prohibition. If the Issuer does not obtain such consent or repay such borrowings, the Issuer will remain prohibited from repurchasing Notes. In such a case, the Issuer’s failure to repurchase tendered Notes would constitute an Event of Default under the Indenture which would, in turn, likely constitute a default under such other agreements. Certain Covenants Set forth below are summaries of certain covenants contained in the Indenture that are contained in the Indenture and apply to HWFParent and its Restricted Subsidiaries. Neither HWP nor HLT Parent is notare subject to any restrictive covenants under the Indenture. Following the Escrow Release Date, all restrictive covenants are deemed to have been applicable to HWF and its Restricted Subsidiaries beginning on the Issue Date and, to the extent that HWF and its Restricted Subsidiaries took any action or inaction after the Issue Date and prior to the Escrow Release Date that is prohibited under the Indenture, the Issuer will be in default on such date. Without limiting the foregoing, if a Change of Control Triggering Event occurs prior to the Escrow Release Date, such event will be deemed to have occurred on such date.
If on any date (i) the Notes have an Investment Grade Rating from either of the Rating Agencies and (ii) no Default has occurred and is continuing under the Indenture, then, beginning on that day and continuing at all times thereafter regardless of any subsequent changes in the rating of the Notes, the covenants specifically listed under the following captions in this “Description of the 2024 Exchange Notes” section of this prospectus will no longer be applicable to the Notes: (1) “—Repurchase at the Option of Holders—Asset Sales”; (2) “—Limitation on Restricted Payments”; (3) “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; (4) clause (4) of the first paragraph of “—Merger, Consolidation or Sale of All or Substantially All Assets”; (5) “—Transactions with Affiliates”; (6) “—Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries”; and (7) “—Limitation on Guarantees of Indebtedness by Restricted Subsidiaries.” If HWFParent and its Restricted Subsidiaries are no longer subject to the Covenants listed above, the Notes will be entitled to substantially less covenant protection. There can be no assurance that the Notes will ever achieve or maintain Investment Grade Rating. Financial Calculations for Limited Condition Acquisitions When calculating the availability under any basket or ratio under the Indenture, in each case in connection with a Limited Condition Acquisition, the date of determination of such basket or ratio and of any Default or Event of Default may, at the option of HWF,Parent, be the date the definitive agreements for such Limited Condition Acquisition are entered into and such baskets or ratios shall be calculated with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio after giving effect to such Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable period for purposes of determining the ability to consummate any such Limited Condition Acquisition (and not for purposes of any subsequent availability of any basket or ratio), and, for the avoidance of doubt, (x) if any of such baskets or ratios are exceeded as a result of fluctuations in such basket or ratio (including due to fluctuations in EBITDA of HWFParent or the target company) subsequent to such date of determination and at or prior to the consummation of the relevant Limited Condition Acquisition, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations for purposes of determining whether the Limited Condition Acquisition and related transactions are permitted under the Indenture and (y) such baskets or ratios shall not be tested at the time of consummation of such Limited Condition Acquisition or related transactions solely for purposes of determining whether such Limited Condition Acquisition is permitted under the Indenture;provided, however,that if HWFParent elects to have such determinations occur at the time of entry into such definitive agreement, any such transactions (including any incurrence of Indebtedness and the use of proceeds thereof) shall be deemed to have occurred on the date the definitive agreements are entered and outstanding thereafter for purposes of calculating any usage of baskets or ratios under the Indenture from and including the date of such agreement and before the consummation of such Limited Condition Acquisition, unless and until such Limited Condition Acquisition has been abandoned or such definitive agreement has expired or been terminated prior to consummation thereof. Limitation on Restricted Payments HWFParent will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:
(I) declare or pay any dividend or make any payment or distribution on account of HWF’s,Parent’s, or any of its Restricted Subsidiaries’, Equity Interests (in each case, solely to a holder of Equity Interests in such Person’s capacity as a holder of such Equity Interests), including any dividend, payment or distribution payable in connection with any merger, amalgamation or consolidation other than: (a) dividends and distributions by HWFParent payable solely in Equity Interests (other than Disqualified Stock) of HWFParent or in options, warrants or other rights to purchase such Equity Interests; or (b) dividends and distributions by a Restricted Subsidiary so long as, in the case of any dividend, payment or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Subsidiary, HWFParent or a Restricted Subsidiary receives at least its pro rata share of such dividend, payment or distribution in accordance with its Equity Interests in such class or series of securities; (II) purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests of HWFParent or any direct or indirect parent company of HWF,Parent, including any purchase, redemption, defeasance, acquisition or retirement in connection with any merger, amalgamation or consolidation; (III) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value, in each case, prior to any scheduled repayment, sinking fund payment or maturity, any Subordinated Indebtedness, other than: (a) Indebtedness permitted under clauses (7), (8) and (9) of the second paragraph of the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; or (b) the purchase, repurchase or other acquisition of Subordinated Indebtedness purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase or acquisition; or (IV) make any Restricted Investment (all such payments and other actions set forth in clauses (I) through (IV) above (other than any exceptions thereto) being collectively referred to as ““Restricted Payments”), unless, at the time of such Restricted Payment: (1) no Default shall have occurred and be continuing or would occur as a consequence thereof; (2) immediately after giving effect to such transaction on a pro forma basis, HWFParent could incur $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” (the “Fixed“Fixed Charge Coverage Test”Test”);and (3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by HWFParent and its Restricted Subsidiaries after the Existing2021 Notes Issue Date (including Restricted Payments permitted by clauses (1), 6(c) and (9) of the next succeeding paragraph (to the extent not deducted in calculating Consolidated Net Income), but excluding all other Restricted Payments permitted by the next succeeding paragraph), is less than the sum of (without duplication): (a) 50% of the Consolidated Net Income of HWFParent for the period (taken as one accounting period and including the predecessor of HWF)Parent) beginning on July 1, 2013 to the end of HWF’sParent’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment, or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit; plus (b) 100% of the aggregate net cash proceeds and the fair market value of marketable securities or other property received by HWFParent or its Restricted Subsidiaries since the Existing2021 Notes Issue Date (other than net cash proceeds to the extent such net cash proceeds have been used to incur Indebtedness or issue Disqualified Stock or Preferred Stock pursuant to clause (12)(a) of the second paragraph of “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”) from the issue or sale of: (i) (A) Equity Interests of HWF,Parent, including Treasury Capital Stock (as defined below), but excluding cash proceeds and the fair market value of marketable securities or other property received from the sale of: (x) Equity Interests to any future, present or former employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members) of HWF,Parent, any direct or indirect parent company of HWFParent or any of HWF’sParent’s Subsidiaries after the Existing2021 Notes Issue Date to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of the next succeeding paragraph; and (y) Designated Preferred Stock; and (B) to the extent such net cash proceeds are (or have been) actually contributed to HWFParent or any of its Restricted Subsidiaries, Equity Interests of HWFParent or any of HWF’sParent’s direct or indirect parent companies (excluding contributions of the proceeds from the sale of Designated Preferred Stock of any such companies or contributions to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of the next succeeding paragraph); or (ii) Indebtedness of HWFParent or a Restricted Subsidiary that has been converted into or exchanged for such Equity Interests of HWF, the IssuerParent or a direct or indirect parent company of HWF; Parent;provided, that this clause (b) shall not include the proceeds from (W) Refunding Capital Stock (as defined below) applied in accordance with clause (2) of the next succeeding paragraph, (X) Equity Interests or convertible debt securities of HWFParent sold to a Restricted Subsidiary, (Y) Disqualified Stock or debt securities that have been converted into Disqualified Stock or (Z) Excluded Contributions; plus (c) 100% of the aggregate amount of cash and the fair market value of marketable securities or other property contributed to the capital of HWFParent or a Restricted Subsidiary or that becomes part of the capital of HWFParent or a Restricted Subsidiary through consolidation or merger, in each case since the Existing2021 Notes Issue Date (other than (i) net cash proceeds to the extent such net cash proceeds have been used to incur Indebtedness or issue Disqualified Stock or Preferred Stock pursuant to clause (12)(a) of the second paragraph of “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock,” (ii) contributions by HWFParent or a Restricted Subsidiary and (iii) any Excluded Contributions); plus (d) 100% of the aggregate amount received in cash and the fair market value of marketable securities or other property received by HWFParent or any Restricted Subsidiary by means of: (i) the sale or other disposition (other than to HWFParent or a Restricted Subsidiary) of, or other returns on Investments from, Restricted Investments made by HWFParent or its Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from HWFParent or its Restricted Subsidiaries and repayments of loans or advances, and releases of guarantees, which constitute Restricted Investments made by HWFParent or its Restricted Subsidiaries, in each case after the Existing2021 Notes Issue Date; or (ii) the sale (other than to HWFParent or a Restricted Subsidiary) of the stock of an Unrestricted Subsidiary or a dividend or distribution (other than an Excluded Contribution) from an Unrestricted Subsidiary (other than, in each case, to the extent the Investment in such Unrestricted Subsidiary was made by HWFParent or a Restricted Subsidiary pursuant to clause (7) of the next succeeding paragraph or to the extent such Investment constituted a Permitted Investment), in each case, after the Existing2021 Notes Issue Date; plus (e) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary or the merger, amalgamation or consolidation of an Unrestricted Subsidiary into HWFParent or a Restricted Subsidiary or the transfer of all or substantially all of the assets of an Unrestricted Subsidiary to HWFParent or a Restricted Subsidiary after the Existing2021 Notes Issue Date, the fair market value (as determined by HWFParent in good faith) of the Investment in such Unrestricted Subsidiary (or the assets transferred) at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary or at the time of such merger, amalgamation, consolidation or transfer of assets, other than to the extent the Investment in such Unrestricted Subsidiary was made by HWFParent or a Restricted Subsidiary pursuant to clause (7) of the next succeeding paragraph or to the extent such Investment constituted a Permitted Investment. The foregoing provisions will not prohibit: (1) the payment of any dividend or other distribution or the consummation of any irrevocable redemption within 60 days after the date of declaration of the dividend or other distribution or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend or other distribution or redemption payment would have complied with the provisions of the Indenture; (2) (a) the redemption, repurchase, defeasance, retirement or other acquisition of any Equity Interests, including any accrued and unpaid dividends thereon (“Treasury Capital Stock”) or Subordinated Indebtedness of HWFParent or any Restricted Subsidiary or any Equity Interests of any direct or indirect parent company of HWF,Parent, in exchange for, or out of the proceeds of the substantially concurrent sale or issuance (other than to a Restricted Subsidiary) of, Equity Interests of HWFParent or any direct or indirect parent company of HWFParent to the extent contributed to HWFParent (in each case, other than any Disqualified Stock) ((““Refunding Capital Stock”), (b) the declaration and payment of dividends on Treasury Capital Stock out of the proceeds of the substantially concurrent sale or issuance (other than to a Subsidiary of HWFParent or to an employee stock ownership plan or any trust established by HWFParent or any of its Subsidiaries) of Refunding Capital Stock, and (c) if, immediately prior to the retirement of Treasury Capital Stock, the declaration and payment of dividends thereon was permitted under clauses (6)(a) or (b) of this paragraph, the declaration and payment of dividends on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which were used to redeem, repurchase, retire or otherwise acquire any Equity Interests of any direct or indirect parent company of HWF)Parent) in an aggregate amount per year no greater than the aggregate amount of dividends per annum that were declarable and payable on such Treasury Capital Stock immediately prior to such retirement; (3) the prepayment, defeasance, redemption, repurchase, exchange or other acquisition or retirement (a) of Subordinated Indebtedness of HWF,Parent, the Issuer or a Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of HWF,Parent, the Issuer or a Guarantor or Disqualified Stock of HWF,Parent, the Issuer or a Guarantor or (b) Disqualified Stock of HWF,Parent, the Issuer or a Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, Disqualified Stock of HWF,Parent, the Issuer or a Guarantor, that, in each case, is incurred or issued, as applicable, in compliance with “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” so long as: (a) the principal amount (or accreted value, if applicable) of such new Indebtedness or the liquidation preference of such new Disqualified Stock does not exceed the principal amount of (or accreted value, if applicable), plus any accrued and unpaid interest on, the Subordinated Indebtedness or the liquidation preference of, plus any accrued and unpaid dividends on, the Disqualified Stock being so prepaid, defeased, redeemed, repurchased, exchanged, acquired or retired for value, plus the amount of any premium (including tender premium) required to be paid under the terms of the instrument governing the Subordinated Indebtedness or Disqualified Stock being so defeased, redeemed, repurchased, exchanged, acquired or retired, defeasance costs and any fees and expenses incurred in connection with the issuance of such new Indebtedness or Disqualified Stock; (b) such new Indebtedness is subordinated to the Notes or the applicable Guarantee at least to the same extent as such Subordinated Indebtedness so defeased, redeemed, repurchased, exchanged, acquired or retired; (c) such new Indebtedness or Disqualified Stock has a final scheduled maturity date equal to or later than the final scheduled maturity date of the Subordinated Indebtedness or Disqualified Stock being so defeased, redeemed, repurchased, exchanged, acquired or retired (or, if earlier, a date that is at least 91 days after the maturity date of the Notes); and (d) such new Indebtedness or Disqualified Stock has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the Subordinated Indebtedness or Disqualified Stock being so defeased, redeemed, repurchased, exchanged, acquired or retired (or requires no or nominal payments in cash prior to the date that is 91 days after the maturity date of the Notes); (4) a Restricted Payment to pay for the repurchase, redemption or other acquisition or retirement for value of Equity Interests (other than Disqualified Stock) of HWFParent or any direct or indirect parent company of HWFParent held by any future, present or former employee, director, officer, member of management or consultant (or their respective Controlled Investment Affiliates or Immediate Family Members) of HWF,Parent, any of its Subsidiaries or any of its direct or indirect parent companies pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement, or any stock subscription or shareholder agreement (including, for the avoidance of doubt, any principal and interest payable on any Indebtedness incurred or issued by HWFParent or any direct or indirect parent company of HWFParent in connection with such repurchase, retirement or other acquisition);provided, that the aggregate amount of Restricted Payments made under this clause (4) do not exceed in any calendar year an amount equal to $150.0 million (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum (without giving effect to the following proviso) of $400.0 million in any calendar year);provided, further, that such amount in any calendar year under this clause may be increased by an amount not to exceed: (a) the cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of HWFParent and, to the extent contributed to HWF,Parent, the cash proceeds from the sale of Equity Interests of any of HWF’sParent’s direct or indirect parent companies, in each case to any future, present or former employees, directors, officers, members of management, or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members) of HWF,Parent, any of its Subsidiaries or any of its direct or indirect parent companies that occurs after the Existing2021 Notes Issue Date, to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by virtue of clause (3) of the preceding paragraph;plus (b) the cash proceeds of key man life insurance policies received by HWFParent or its Restricted Subsidiaries (or any direct or indirect parent company to the extent contributed to the HWF)Parent) after the Existing2021 Notes Issue Date; less (c) the amount of any Restricted Payments previously made with the cash proceeds described in clauses (a) and (b) of this clause (4); andprovided,further, that (i) cancellation of Indebtedness owing to HWFParent or any Restricted Subsidiary from any future, present or former employees, directors, officers, members of management or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members) of HWF,Parent, any of HWF’sParent’s direct or indirect parent companies or any of HWF’sParent’s Restricted Subsidiaries in connection with a repurchase of Equity Interests of HWFParent or any of its direct or indirect parent companies and (ii) the repurchase of Equity Interests deemed to occur upon the exercise of options, warrants or similar instruments if such Equity Interests represent all or a portion of the exercise price thereof or payments, in lieu of the issuance of fractional Equity Interests or withholding to pay other taxes payable in connection therewith, in the case of each of clauses (i) and (ii), will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provision of the Indenture; (5) the declaration and payment of dividends to holders of any class or series of Disqualified Stock of HWFParent or any of its Restricted Subsidiaries or any class or series of Preferred Stock of any Restricted Subsidiary issued in accordance with the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” to the extent such dividends are included in the definition of “Fixed Charges”; (6) (a) the declaration and payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) issued by HWFParent or any of its Restricted Subsidiaries after the Existing2021 Notes Issue Date; (b) the declaration and payment of dividends to any direct or indirect parent company of HWF,Parent, the proceeds of which will be used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) issued by such parent company after the Existing2021 Notes Issue Date,providedthat the amount of dividends paid pursuant to this clause (b) shall not exceed the aggregate amount of cash actually contributed to HWFParent from the sale of such Designated Preferred Stock; or (c) the declaration and payment of dividends on Refunding Capital Stock that is Preferred Stock in excess of the dividends declarable and payable thereon pursuant to clause (2) of this paragraph; provided, in the case of each of (a) and (c) of this clause (6), that for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock or the declaration of such dividends on Refunding Capital Stock that is Preferred Stock, after giving effect to such issuance or declaration on a pro forma basis, HWFParent and its Restricted Subsidiaries on a consolidated basis would have had a Fixed Charge Coverage Ratio of at least 2.00 to 1.00; (7) Investments in Unrestricted Subsidiaries having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (7) that are at the time outstanding, without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities (until such proceeds are converted to Cash Equivalents), not to exceed the greater of (i) $1,000.0 million and (ii) 8.0% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value); (8) payments made or expected to be made by HWFParent or any Restricted Subsidiary in respect of withholding or similar taxes payable upon exercise of Equity Interests by any future, present or former employee, director, officer, member of management or consultant (or their respective Controlled Investment Affiliates or Immediate Family Members) of HWFParent or any Restricted Subsidiary or any direct or indirect parent company of HWFParent and any repurchases of Equity Interests deemed to occur upon exercise of stock options, warrants or other equity-based awards if such Equity Interests represent a portion of the exercise price of such options, warrants or awards; (9) the declaration and payment of dividends on, or the purchase, redemption, defeasance or other acquisition or retirement for value of, HWF’sParent’s common shares (or the payment of dividends to any direct or indirect parent company of HWFParent to fund a payment of dividends on such company’s common stock or to fund such company’s purchase, redemption, defeasance or other acquisition or retirement for value of such company’s common stock), in an amount not to exceed the sum of (A) up to 6.0% per annum of the amount of net cash proceeds received by or contributed to HWFParent since the Existing2021 Notes Issue Date from any public offering of HWF’sParent’s common shares or the common stock of any direct or indirect parent company of HWF,Parent, other than public offerings with respect to HWF’sParent’s common shares or the common stock of any direct or indirect parent company of HWFParent registered on FormS-4 or FormS-8 and other than any public sale constituting an Excluded Contribution; and (B) an aggregate amount per annum not to exceed 4.75%6.0% of Market Capitalization; (10) Restricted Payments, in an aggregate amount taken together with all other Restricted Payments made pursuant to this clause (10), that are made (a) in an amount equal to the amount of Excluded Contributions received since the Existing2021 Notes Issue Date or (b) without duplication with clause (a), in an amount equal to the Net Proceeds from an Asset Sale in respect of property or assets acquired after the Existing2021 Notes Issue Date, if the acquisition of such property or assets was financed with Excluded Contributions; (11)(i) Restricted Payments in an aggregate amount taken together with all other Restricted Payments made pursuant to this clause (11)(i) (in the case of Restricted Investments, at the time outstanding (without giving effect to the sale of an Investment to the extent the proceeds of such sale do not consist of, or have not been subsequently sold or transferred for, Cash Equivalents)) not to exceed the greater of (A) $430.0 million and (B) 3.0% of Total Assets at such time; and (ii) any Restricted Payments, so long as, after giving pro forma effect to the payment of any such Restricted Payment, the Consolidated Total Debt Ratio shall be no greater than 4.04.00 to 1.00; (12) distributions or payments of Securitization Fees; (13) any Restricted Payment used to fund amounts owed to Affiliates (including dividends to any direct or indirect parent company of HWFParent to permit payment by such parent company of such amounts), in each case to the extent permitted by the covenant described under “—Transactions with Affiliates”; (14) the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness pursuant to the provisions similar to those described under the captions “—Repurchase at the Option of Holders—Change of Control Triggering Event” and “—Repurchase at the Option of Holders—Asset Sales”;provided, that if the Issuer shall have been required to make a Change of Control Offer or Asset Sale Offer, as applicable, to purchase the Notes on the terms provided in the Indenture applicable to Change of Control Offers or Asset Sale Offers, respectively, all Notes validly tendered by Holders of such Notes in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed, acquired or retired for value; (15) the declaration and payment of dividends or distributions by HWFParent to, or the making of loans to, any direct or indirect parent company of HWFParent in amounts required for any direct or indirect parent company of HWFParent to pay, in each case without duplication: (a) franchise, excise and similar taxes, and other fees and expenses, required to maintain their corporate existence; (b) consolidated, combined or similar foreign, federal, state or local income or similar taxes of a tax group that includes HWFParent and/or its Subsidiaries and whose common parent is a direct or indirect parent of HWF,Parent, to the extent such income or similar taxes are attributable to the income of HWFParent and its Restricted Subsidiaries or, to the extent of any cash amounts actually received from its Unrestricted Subsidiaries for such purpose, to the income of such Unrestricted Subsidiaries;provided, that in each case the amount of such payments in respect of any fiscal year does not exceed the amount that HWFParent and/or its Restricted Subsidiaries (and, to the extent permitted above, its Unrestricted Subsidiaries), as applicable, would have been required to pay in respect of the relevant foreign, federal, state or local income or similar taxes for such fiscal year had HWF,Parent, its Restricted Subsidiaries and/or its Unrestricted Subsidiaries (to the extent described above), as applicable, (A) paid such taxes separately from any such parent company or (B) if HWFParent is treated as a disregarded entity or partnership for U.S. federal, state and/or local income tax purposes for such period, were HWFParent a taxpayer and parent of a consolidated group and had paid such taxes for HWF,Parent, its Restricted Subsidiaries and/or its Unrestricted Subsidiaries (to the extent described above); (c) customary salary, bonus and other benefits payable to employees, directors, officers and managers of any direct or indirect parent company of HWFParent to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of HWFParent and its Restricted Subsidiaries; (d) general corporate operating and overhead costs and expenses and listing fees and other costs and expenses attributable to being a publicly traded company of HWFParent or any direct or indirect parent company of HWF;Parent; (e) fees and expenses other than to Affiliates of HWFParent related to any unsuccessful equity or debt offering of such parent entity; (f) amounts payable pursuant to (x) the Support and Services Agreement or (y) any of the Transaction Agreements (including, in each case, any amendment thereto or replacement thereof so long as any such amendment or replacement is not materially disadvantageous in the good faith judgment of the board of directors of HWFParent to the Holders when taken as a whole, as compared to the applicable agreement as in effect immediately prior to such amendment or replacement), solely to the extent such amounts are not paid directly by HWFParent or its Subsidiaries; (g) cash payments in lieu of issuing fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of HWFParent or any direct or indirect parent company of HWF;Parent; (h) to finance Investments that would otherwise be permitted to be made pursuant to this covenant if made by HWF;Parent;provided, that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment, (B) such direct or indirect parent company shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) to be contributed to the capital of HWFParent or one of its Restricted Subsidiaries or (2) the merger or amalgamation of the Person formed or acquired into HWFParent or one of its Restricted Subsidiaries (to the extent not prohibited by the covenant described under the caption “—Merger, Consolidation or Sale of All or Substantially All Assets” below) in order to consummate such Investment, (C) such direct or indirect parent company and its Affiliates (other than HWFParent or a Restricted Subsidiary) receives no consideration or other payment in connection with such transaction except to the extent HWFParent or a Restricted Subsidiary could have given such consideration or made such payment in compliance with the Indenture, (D) any property received by HWFParent shall not increase amounts available for Restricted Payments pursuant to clause (3) of the preceding paragraph and (E)I such Investment shall be deemed to be made by HWFParent or such Restricted Subsidiary pursuant to another provision of this covenant (other than pursuant to clause (10) hereof) or pursuant to the definition of “Permitted Investments” (other than clause (9) thereof); and (i) amounts that would be permitted to be paid by HWFParent under clauses (3), (4), (7), (8), (12), (13) and (16) of the covenant described under “—Transactions with Affiliates”;provided, that the amount of any dividend or distribution under this clause (15)(i) to permit such payment shall reduce, without duplication, Consolidated Net Income of HWFParent to the extent, if any, that such payment would have reduced Consolidated Net Income of HWFParent if such payment had been made directly by HWFParent and increase (or, without duplication of any reduction of Consolidated Net Income, decrease) EBITDA to the extent, if any, that Consolidated Net Income is reduced under this clause (15)(i) and such payment would have been added back to (or, to the extent excluded from Consolidated Net Income, would have been deducted from) EBITDA if such payment had been made directly by HWF,Parent, in each case, in the period such payment is made; and (16) the distribution, by dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to HWFParent or a Restricted Subsidiary by (A) any PropCo entity or its Subsidiaries (or a Restricted Subsidiary that owns any PropCo entity, provided that such Restricted Subsidiary owns no assets other than Capital Stock of PropCo entities or their Subsidiaries); and (B) Unrestricted Subsidiaries (other than Unrestricted Subsidiaries the primary assets of which are cash and/or Cash Equivalents); and (17) Restricted Payments in an amount equal to the amount of net proceeds from a Timeshare Disposition (or Timeshare Disposition to the extent it is structured to constitute a Restricted Payment); provided that for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of such Restricted Payment, after giving effect to any Timeshare Disposition and such Restricted Payment on a pro forma basis, HWF and its Restricted Subsidiaries on a consolidated basis would have had a Consolidated Total Debt Ratio of no more than 5.40 to 1.00;
provided, that at the time of, and after giving effect to, any Restricted Payment permitted under clause (11)(ii) above, no Event of Default shall have occurred and be continuing or would occur as a consequence thereof. For purposes of determining compliance with this covenant, in the event that a proposed Restricted Payment (or a portion thereof) meets the criteria of clauses (1) through (17)(16) above and/or one or more of the clauses contained in the definition of “Permitted Investments,” or is entitled to be made pursuant to the first paragraph of this covenant, HWFParent will be entitled to divide or classify or later divide or reclassify (based on circumstances existing on the date of such reclassification) such Restricted Payment (or a portion thereof) between such clauses (1) through (17)(16) and such first paragraph and/or one or more of the clauses contained in the definition of “Permitted Investments,” in any manner that otherwise complies with this covenant. As of the date of this prospectus, all of HWF’s Subsidiaries other than the PropCo entities and their Subsidiaries are Restricted Subsidiaries, and all of HWF’sParent’s Subsidiaries are Restricted Subsidiaries. HWFParent will not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the penultimate sentence of the definition of “Unrestricted Subsidiary.Subsidiary.” For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by HWFParent and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be Restricted Payments in an amount determined as set forth in the penultimate sentence of the definition of “Investments.“Investments.” Such designation will be permitted only if a Restricted Payment in such amount would be permitted at such time, pursuant to this covenant or pursuant to the definition of “Permitted Investments,” and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Unrestricted Subsidiaries will not be subject to any of the restrictive covenants set forth in the Indenture. For the avoidance of doubt, this covenant shall not restrict the making of any “AHYDO catch up payment” with respect to, and required by the terms of, any Indebtedness of HWFParent or any of its Restricted Subsidiaries permitted to be incurred under the terms of the Indenture. For the purposes of this covenant, any payment made on or after the Existing2021 Notes Issue Date, but prior to the Issue Date, shall be deemed to be a “Restricted Payment” to the extent that such payment would have been a Restricted Payment had the Indenture been in effect at the time of such payment (and, to the extent that such Restricted Payment was permitted by the first paragraph or clauses (1) through (17)(16) above or as a Permitted Investment, such Restricted Payment may be deemed by HWFParent to have been made pursuant to such clause). As of December 31, 2018, the Issuer would have been able to make Restricted Payments in an amount not less than approximately $2.5 billion pursuant to the first paragraph of this covenant, and would have been able to make Restricted Payments in the amount of approximately $1.7 billion pursuant to clause (10) of the second paragraph of this covenant. Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock HWFParent will not, and will not permit any of its Restricted Subsidiaries (including the Issuer) to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and HWFParent will not issue any shares of Disqualified Stock and will not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or any Restricted Subsidiary that is not the Issuer or a Guarantor to issue Preferred Stock;provided, that HWFParent may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and any Restricted Subsidiary that is not the Issuer or a Guarantor may issue shares of Preferred Stock, if the Fixed Charge Coverage Ratio on a consolidated basis of HWFParent and its Restricted Subsidiaries’ for the most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period;provided that the then outstanding aggregate principal amount of Indebtedness (including Acquired Indebtedness), Disqualified Stock and Preferred Stock that may be incurred or issued, as applicable, pursuant to this paragraph (plus any Refinancing Indebtedness in respect thereof) by Restricted Subsidiaries that are not the
Issuer or Guarantors shall not exceed the greater of (i) $605.0 million and (ii) 4.25% of Total Assets (determined on the date of such incurrence). The foregoing limitations will not apply to: (1) Indebtedness incurred pursuant to any Credit Facilities by HWFParent or any Restricted Subsidiary and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof);providedthat immediately after giving effect to any such incurrence or issuance, the then outstanding aggregate principal amount of all Indebtedness incurred or issued under this clause (1) does not exceed $6,725 million; (2) the incurrence by the Issuer and any Guarantor of Indebtedness represented by the Notes (including any guarantee thereof, but excluding any Additional Notes); (3) Indebtedness of HWFParent and its Restricted Subsidiaries in existence on the Issue Date (other than Indebtedness described in clauses (1) and (2)); (4) Indebtedness consisting of Capitalized Lease Obligations and Purchase Money Obligations in an aggregate principal amount (together with any Refinancing Indebtedness in respect thereof) not to exceed the greater of (i) $710.0 million and (ii) 5.0% of Total Assets (in each case, determined at the date of incurrence or issuance); so long as such Indebtedness exists at the date of such purchase, lease or improvement, or is created within 365 days thereafter (for the avoidance of doubt, the purchase date for any asset shall be the later of the date of completion of construction or installation and the beginning of the full productive use of such asset); (5) Indebtedness incurred by HWFParent or any of its Restricted Subsidiaries constituting reimbursement obligations with respect to letters of credit, bank guarantees, banker’s acceptances, warehouse receipts, or similar instruments issued or created in the ordinary course of business, including letters of credit in favor of suppliers or trade creditors or in respect of workers’ compensation claims, performance or surety bonds, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims, performance or surety bonds, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance;provided, that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 45 Business Days following such drawing or incurrence; (6) Indebtedness arising from (a) Permitted Intercompany Activities and (b) agreements of HWFParent or its Restricted Subsidiaries providing for indemnification, adjustment of purchase price, earnouts or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition;provided, that such Indebtedness is not reflected on the balance sheet of HWF,Parent, or any of its Restricted Subsidiaries (Contingent Obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (6)); (7) Indebtedness of HWFParent to a Restricted Subsidiary;provided, that any such Indebtedness owing to a Restricted Subsidiary that is not the Issuer or a Subsidiary Guarantor is subordinated in right of payment to HWF’sParent’s Guarantee of the Notes (for the avoidance of doubt, any such Indebtedness owing to a Restricted Subsidiary that is not the Issuer or a Subsidiary Guarantor shall be deemed to be expressly subordinated in right of payment to HWF’sParent’s Guarantee of the Notes unless the terms of such Indebtedness expressly provide otherwise);provided,further, that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to HWFParent or another Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien) shall be deemed, in each case, to be an incurrence of such Indebtedness (to the extent such Indebtedness is then outstanding) not permitted by this clause (7); (8) Indebtedness of a Restricted Subsidiary to HWFParent or another Restricted Subsidiary;provided, that if the Issuer or a Subsidiary Guarantor incurs such Indebtedness to a Restricted Subsidiary that is not the Issuer or a Guarantor, such Indebtedness is subordinated in right of payment to the Notes or such Subsidiary Guarantor’s Guarantee of the Notes (for the avoidance of doubt, any such Indebtedness owing to a Restricted Subsidiary that is not the Issuer or a Guarantor shall be deemed to be expressly subordinated in right of payment to the Notes or such Subsidiary Guarantor’s Guarantee of the Notes unless the terms of such Indebtedness expressly provide otherwise);provided, further, that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of any such Indebtedness (except to HWFParent or another Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien) shall be deemed, in each case, to be an incurrence of such Indebtedness (to the extent such Indebtedness is then outstanding) not permitted by this clause (8); (9) shares of Preferred Stock of a Restricted Subsidiary issued to HWFParent or another Restricted Subsidiary;provided, that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to HWFParent or another of its Restricted Subsidiaries or any pledge of such Capital Stock constituting a Permitted Lien) shall be deemed in each case to be an issuance of such shares of Preferred Stock (to the extent such Preferred Stock is then outstanding) not permitted by this clause (9); (10) Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes) for the purpose of limiting interest rate risk with respect to any Indebtedness permitted to be incurred under the Indenture, exchange rate risk or commodity pricing risk; (11) obligations in respect of self-insurance and obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by HWFParent or any of its Restricted Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent with past practice; (12)(a) Indebtedness or Disqualified Stock of HWFParent and Indebtedness, Disqualified Stock or Preferred Stock of HWFParent or any Restricted Subsidiary in an aggregate principal amount or liquidation preference up to 200% of the net cash proceeds received by HWFParent since the Existing2021 Notes Issue Date from the issue or sale of Equity Interests of HWFParent or any direct or indirect parent company of HWFParent or cash contributed to the capital of HWFParent (in each case, other than Excluded Contributions, proceeds of Disqualified Stock or sales of Equity Interests to HWFParent or any of its Subsidiaries) as determined in accordance with clauses (3)(b) and (3)(c) of the first paragraph of “—Limitation on Restricted Payments” to the extent such net cash proceeds or cash have not been applied pursuant to such clauses to make Restricted Payments pursuant to the second paragraph of “—Limitation on Restricted Payments” or to make Permitted Investments specified in clauses (8), (11), (13), (28) or (29) of the definition thereof, and (b) Indebtedness or Disqualified Stock of HWFParent and Indebtedness, Disqualified Stock or Preferred Stock of HWFParent or any Restricted Subsidiary in an aggregate principal amount or liquidation preference, which, when aggregated with the principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and incurred pursuant to this clause (12)(b), does not at any time outstanding exceed the greater of (i) $800.0 million and (ii) 4.0% of Total Assets (in each case, determined on the date of such incurrence); it being understood that any Indebtedness, Disqualified Stock or Preferred Stock incurred pursuant to this clause (12)(b) shall cease to be deemed incurred or outstanding for purposes of this clause (12)(b) but shall be deemed incurred for the purposes of the first paragraph of this covenant from and after the first date on which HWFParent or such Restricted Subsidiary could have incurred such Indebtedness, Disqualified Stock or Preferred Stock under the first paragraph of this covenant without reliance on this clause (12)(b); (13) the incurrence or issuance by HWFParent or any Restricted Subsidiary of Indebtedness, Disqualified Stock or Preferred Stock which serves to extend, replace, refund, refinance, renew or defease any Indebtedness, Disqualified Stock or Preferred Stock incurred or issued as permitted under the first paragraph of this covenant and clauses (2), (3), (4) and (12)(a) above, this clause (13) and clause (14) below or any Indebtedness, Disqualified Stock or Preferred Stock incurred or issued to so extend, replace, refund, refinance, renew or defease such Indebtedness, Disqualified Stock or Preferred Stock, including, in each case, additional Indebtedness, Disqualified Stock or Preferred Stock incurred to pay premiums (including tender premiums), defeasance costs, and accrued interest, fees and expenses in connection therewith (the ““Refinancing Indebtedness”) prior to its respective maturity;provided, that such Refinancing Indebtedness: (a) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being extended, replaced, refunded, refinanced, renewed or defeased (or requires no or nominal payments in cash prior to the date that is 91 days after the maturity date of the Notes); (b) to the extent such Refinancing Indebtedness extends, replaces, refunds, refinances, renews or defeases (i) Indebtedness subordinated in right of payment to the Notes or any Guarantee thereof, such Refinancing Indebtedness is subordinated in right of payment to the Notes or the Guarantee thereof at least to the same extent as the Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased or (ii) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness must be Disqualified Stock or Preferred Stock, respectively; and (c) shall not include: (i) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of HWFParent that is not the Issuer or a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of HWF;Parent; (ii) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of HWFParent that is not the Issuer or a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or a Subsidiary Guarantor; or (iii) Indebtedness or Disqualified Stock of HWFParent or Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary that refinances Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary; and,provided, further, that subclause (a) of this clause (13) will not apply to (x) any extension, replacement, refunding, refinancing, renewal or defeasance of any Credit Facilities, Secured Indebtedness or Indebtedness incurred pursuant to clause (4) above or (y) an aggregate amount of Indebtedness not to exceed $1,000.0 million at any time outstanding that otherwise qualifies as “Refinancing Indebtedness;” (14)(a) Indebtedness, Disqualified Stock or Preferred Stock of HWFParent or a Restricted Subsidiary incurred or issued to finance an acquisition (or other purchase of assets) or (b) Indebtedness, Disqualified Stock or Preferred Stock of Persons that are acquired by HWFParent or any Restricted Subsidiary or merged into or consolidated with HWFParent or a Restricted Subsidiary in accordance with the terms of the Indenture;provided, that in the case of clauses (a) and (b), after giving effect to such acquisition, merger, amalgamation or consolidation, (1) the aggregate amount of such Indebtedness does not exceed $100.0 million at any time outstanding or (2) either (x) HWFParent would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Test set forth in the first paragraph of this covenant or (y) the Fixed Charge Coverage Ratio for HWFParent and its Restricted Subsidiaries is equal to or greater than immediately prior to such acquisition, merger, amalgamation or consolidation; (15) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; (16) Indebtedness of HWFParent or any of its Restricted Subsidiaries supported by a letter of credit issued pursuant to the Credit Facilities, in a principal amount not in excess of the stated amount of such letter of credit; (17)(a) any guarantee by HWFParent or a Restricted Subsidiary of Indebtedness or other obligations of any Restricted Subsidiary so long as the incurrence of such Indebtedness by such Restricted Subsidiary is permitted under the terms of the Indenture, and (b) any guarantee by a Restricted Subsidiary of Indebtedness or other obligations of HWFParent so long as the incurrence of such Indebtedness by such Restricted Subsidiary is permitted under the terms of the Indenture; (18) (a) Indebtedness consisting of Indebtedness issued by HWFParent or any of its Restricted Subsidiaries to future, present or former employees, directors, officers, managers and consultants thereof, their respective Controlled Investment Affiliates or Immediate Family Members, in each case to finance the purchase or redemption of Equity Interests of HWFParent or any direct or indirect parent company of HWFParent to the extent described in clause (4) of the second paragraph under the caption “—Limitation on Restricted Payments” and (b) Indebtedness representing deferred compensation to employees of HWFParent (or any direct or indirect parent thereof) or any of its Restricted Subsidiaries incurred in the ordinary course of business; (19) to the extent constituting Indebtedness, customer deposits and advance payments (including progress premiums) received in the ordinary course of business from customers for goods and services purchased in the ordinary course of business; (20)(a) Indebtedness owed on a short-term basis of no longer than 30 days to banks and other financial institutions incurred in the ordinary course of business of HWFParent and its Restricted Subsidiaries with such banks or financial institutions that arises in connection with ordinary banking arrangements to manage cash balances of HWFParent and its Restricted Subsidiaries and (b) Indebtedness in respect of Bank Products; (21) Indebtedness incurred by a Restricted Subsidiary in connection with bankers’ acceptances, discounted bills of exchange or the discounting or factoring of receivables or payables for credit management purposes, in each case incurred or undertaken consistent with past practice or in the ordinary course of business on arm’s length commercial terms; (22) Indebtedness of HWFParent or any of its Restricted Subsidiaries consisting of (a) the financing of insurance premiums or(b) take-or-pay obligations contained in supply arrangements, in each case incurred in the ordinary course of business; (23) the incurrence of Indebtedness of Restricted Subsidiaries of HWFParent that are not the Issuer or Subsidiary Guarantors in an amount at any one time outstanding under this clause (23) not to exceed together with any other Indebtedness incurred under this clause (23) the greater of (i) $285.0 million and (ii) 2.0% of Total Assets (in each case, determined on the date of such incurrence); it being understood that any Indebtedness deemed incurred pursuant to this clause (23) shall cease to be deemed incurred or outstanding for purposes of this clause (23) but shall be deemed incurred for the purposes of the first paragraph of this covenant from and after the first date on which HWFParent or such Restricted Subsidiaries could have incurred such Indebtedness under the first paragraph of this covenant without reliance on this clause (23); (24) Indebtedness of HWFParent or any of its Restricted Subsidiaries undertaken in connection with cash management and related activities with respect to any Subsidiary or joint venture in the ordinary course of business; (25) Indebtedness of Foreign Subsidiaries of HWFParent in an amount not to exceed, at any one time outstanding and together with any other Indebtedness incurred under this clause (25), 10.0% of the total assets of the Foreign Subsidiaries on a consolidated basis as shown on HWF’sParent’s most recent balance sheet (it being understood that any Indebtedness incurred pursuant to this clause (25) shall cease to be deemed incurred or outstanding for purposes of this clause (25) but shall be deemed incurred for the purposes of the first paragraph of this covenant from and after the first date on which HWFParent or its Restricted Subsidiaries could have incurred such Indebtedness under the first paragraph of this covenant without reliance on this clause (25)); and (26) Indebtedness incurred by HWFParent or any of the Restricted Subsidiaries to the extent that the net proceeds thereof are deposited with the Trustee at or promptly after the funding of such Indebtedness to satisfy and discharge the Notes or exercise the Issuer’s legal defeasance or covenant defeasance option as described under “—Legal Defeasance and Covenant Defeasance,” in each case, in accordance with the Indenture. For purposes of determining compliance with this covenant: (1) in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) meets the criteria of more than one of the categories of permitted Indebtedness, Disqualified Stock or Preferred Stock described in clauses (1) through (25)(26) above or is entitled to be incurred pursuant to the first paragraph of this covenant, HWF,Parent, in its sole discretion, may classify or reclassify such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) and will only be required to include the amount and type of such Indebtedness, Disqualified Stock or Preferred Stock in one of the above clauses or under the first paragraph of this covenant;provided, that all Indebtedness outstanding under the Senior Secured Credit Facilities on the Issue Date will be treated as incurred on the Issue Date under clause (1) of the second paragraph above; and (2) HWFParent will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in the first and second paragraphs above. Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount and the payment of interest or dividends in the form of additional Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, of the same class will not be deemed to be an incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this covenant. Any Refinancing Indebtedness and any Indebtedness permitted to be incurred under the Indenture to refinance Indebtedness incurred pursuant to clauses (1) and (12)(b) above shall be deemed to include additional Indebtedness, Disqualified Stock or Preferred Stock incurred to pay premiums (including tender premiums), defeasance costs, fees and expenses in connection with such refinancing. For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. Dollar Equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt;provided, that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed (a) the principal amount of such Indebtedness being refinanced plus (b) the aggregate amount of fees, underwriting discounts, premiums (including tender premiums) and other costs and expenses (including original issue discount, upfront fees or similar fees) incurred in connection with such refinancing. The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing. The Indenture provides that HWFParent will not, and will not permit the Issuer or any Subsidiary Guarantor to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) that is contractually subordinated or junior in right of payment to any Indebtedness of HWF,Parent, the Issuer or such Guarantor, as the case may be, unless such Indebtedness is expressly subordinated in right of payment to the Notes or such Guarantor’s Guarantee to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of HWF,Parent, the Issuer or such Guarantor, as the case may be. The Indenture does not treat (1) unsecured Indebtedness as subordinated or junior to Secured Indebtedness merely because it is unsecured or (2) Indebtedness as subordinated or junior to any other Indebtedness merely because it has a junior priority with respect to the same collateral or because it is guaranteed by other obligors. Liens HWFParent will not, and will not permit the Issuer or any Subsidiary Guarantor to, directly or indirectly, create, incur, assume or suffer to exist any Lien (except Permitted Liens) that secures Obligations under any Indebtedness or any related guarantee of Indebtedness, on any asset or property of HWF,Parent, the Issuer or any Subsidiary Guarantor, or any income or profits therefrom, or assign or convey any right to receive income therefrom, unless:
(1) in the case of Liens securing Subordinated Indebtedness, the Notes and related Guarantees are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; and (2) in all other cases, the Notes or the Guarantees are equally and ratably secured, except that the foregoing shall not apply to or restrict Liens securing obligations in respect of the Notes and the related guarantees. Any Lien created for the benefit of the Holders of the Notes pursuant to this covenant shall be deemed automatically and unconditionally released and discharged upon the release and discharge of each of the Liens described in clauses (1) and (2) above. Merger, Consolidation or Sale of All or Substantially All Assets HWFParent and the Issuer. Neither HWFParent nor the Issuer may consolidate or merge with or into or wind up into (whether or not HWFParent or the Issuer, as applicable, is the surviving Person), or sell, assign, transfer, lease, convey
or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless: (1) HWFParent or the Issuer, as the case may be, is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than HWFParent or the Issuer, as applicable) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made, is a Person organized or existing under the laws of the jurisidiction of organization of Parent or the Issuer, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Person, as the case may be, being herein called the “Successor Company”);provided, that in such a transaction involving the Issuercase where the surviving Person is not a corporation, aco-obligor of the Notes is a corporation; (2) the Successor Company, if other than HWFParent or the Issuer, as the case may be, expressly assumes all the obligations of HWFParent or the Issuer, as the case may be, under the Indenture, the Notes and the Registration Rights Agreement (if the exchange offer contemplated therein has not been consummated) pursuant to supplemental indentures or other documents or instruments; (3) immediately after such transaction, no Default exists; (4) immediately after giving pro forma effect to such transaction and any related financing transactions, as if such transactions had occurred at the beginning of the applicable four-quarter period, (a) HWFthe Successor Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Test, or (b) the Fixed Charge Coverage Ratio for HWFthe Successor Company and its Restricted Subsidiaries would be equal to or greater than the Fixed Charge Coverage Ratio for HWFParent and its Restricted Subsidiaries immediately prior to such transaction; (5) each Guarantor, unless it is the other party to the transactions described above, in which case clause (1)(b) of the secondthird succeeding paragraph shall apply, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under the Indenture, the Notes and the Registration Rights Agreement; and (6) HWFParent or the Issuer, as the case may be, or, if applicable, the Successor Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with the Indenture. The Successor Company will succeed to, and be substituted for, HWFParent or the Issuer, as the case may be, under the Indenture, the Guarantees and the Notes, as applicable, and HWFParent or the Issuer, as the case may be, will automatically be released and discharged from its obligations under the Indenture, the Guarantees and the Notes. Notwithstanding the immediately preceding clauses (3) and (4): (1) any Restricted Subsidiary may consolidate or amalgamate with or merge with or into or transfer all or part of its properties and assets to HWF,Parent, the Issuer or a Subsidiary Guarantor; and (2) HWFParent or the Issuer, as the case may be, may merge with an Affiliate of HWFParent or the Issuer, as applicable, solely for the purpose of reorganizing HWFreincorporating Parent or the Issuer, as the case may be, in the United States, any state thereof, the District of Columbia or any territory thereof so long as the amount of Indebtedness of HWFParent and its Restricted Subsidiaries is not increased thereby. For the avoidance of doubt, (x) the PropCo entities and their Subsidiaries and the Timeshare Disposition (individually or in the aggregate) shall be deemed not to constitute all or substantially all of the properties or assets of HWF or the Issuer, as the case may be, for the purposes of this “Merger, Consolidation or Sale of All or Substantially All Assets” covenant; and (y) the merger of the Escrow Issuers with and into HOC in connection with the release from escrow on the Escrow Release Date shall not be subject to the restrictions set forth in clauses (3), (4), (5) and (6) of this “Merger, Consolidation or Sale of All or Substantially All Assets” covenant.
Subsidiary Guarantors. Subject to certain limitations described in the Indenture governing the release of a Guarantee upon the sale, disposition or transfer of a Subsidiary Guarantor, no Subsidiary Guarantor will, and the Issuer will not permit any Subsidiary Guarantor to, consolidate or merge with or into or wind up into (whether or not such Subsidiary Guarantor is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless: (1)(a) such Guarantor is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a Person organized or existing under the laws of the jurisdiction of organization of such Guarantor, as applicable, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such surviving Guarantor or such Person, as the case may be, being herein called the ““Successor Person”); (b) the Successor Person, if other than such Guarantor, expressly assumes all the obligations of such Guarantor under the Indenture and such Guarantor’s related Guarantee pursuant to supplemental indentures or other documents or instruments; (c) immediately after such transaction, no Default exists; and (d) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with the Indenture; or (2) the transaction is made in compliance with the first paragraph of the covenant described under “—Repurchase at the Option of Holders—Asset Sales”; or (3) in the case of assets consisting of Equity Interests of Subsidiaries that are not Guarantors, such Equity Interests are sold, assigned, transferred, leased, conveyed or otherwise disposed of to one or more Restricted Subsidiaries. Subject to certain limitations described in the Indenture, the Successor Person will succeed to, and be substituted for, such Guarantor under the Indenture and such Guarantor’s Guarantee. Notwithstanding the foregoing, any Subsidiary Guarantor may (1) merge or consolidate with or into, wind up into or transfer all or part of its properties and assets to another Subsidiary Guarantor, HWFParent or the Issuer, (2) merge with an Affiliate of HWFParent solely for the purpose of reorganizing the Subsidiary Guarantor in the United States, any state thereof, the District of Columbia or any territory thereof, (3) convert into a corporation, partnership, limited partnership, limited liability company or trust organized or existing under the laws of the jurisdiction of organization of such Subsidiary Guarantor or (4) liquidate or dissolve or change its legal form if HWFParent determines in good faith that such action is in the best interests of HWF,Parent, in each case, without regard to the requirements set forth in the preceding paragraph. Each of HWP and HLT Parent may merge with an Affiliate of the Issuer solely for the purpose of reincorporating or reorganizing HWP or HLT Parent, as the case may be, in the United States, any state thereof, the District of Columbia or any territory thereof. Notwithstanding anything to the contrary in this “Merger, Consolidation or Sale of All or Substantially All Assets” covenant, the Issuer may contribute or transfer the Capital Stock of any or all of its Subsidiaries to any Subsidiary Guarantor. Transactions with Affiliates HWFParent will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or
for the benefit of, any Affiliate of HWFParent (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $50.0 million, unless: (1) such Affiliate Transaction is on terms that are not materially less favorable to HWFParent or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by HWFParent or such Restricted Subsidiary with an unrelated Person on anarm’s-length basis; and (2) HWFParent delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $75.0 million, a resolution adopted by the majority of the board of directors of HWFParent approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (1) above. The foregoing provisions will not apply to the following: (1) transactions between or among HWFParent or any of its Restricted Subsidiaries; (2) Restricted Payments permitted by the provisions of the Indenture described above under the covenant “—Limitation on Restricted Payments” and the definition of “Permitted Investments”; (3)(A) the payment of management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses pursuant to the Support and Services Agreement (plus any unpaid management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses accrued in any prior year) and any termination fees pursuant to the Support and Services Agreement and (B) transactions pursuant to the Transaction Agreements, or, in the case of each of (A) and (B), any amendment thereto or replacement thereof so long as any such amendment or replacement is not materially disadvantageous in the good faith judgment of the board of directors of HWFParent to the Holders when taken as a whole, as compared to the applicable agreement as in effect immediately prior to such amendment or replacement; (4) (A) employment agreements, employee benefit and incentive compensation plans and arrangements and (B) the payment of reasonable and customary fees and compensation paid to, and indemnities and reimbursements and employment and severance arrangements provided on behalf of or for the benefit of, current or former employees, directors, officers, managers or consultants of HWF,Parent, any of its direct or indirect parent companies or any of its Restricted Subsidiaries; (5) transactions in which HWFParent or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to HWFParent or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable, when taken as a whole, to HWFParent or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by HWFParent or such Restricted Subsidiary with an unrelated Person on anarm’s-length basis; (6) any agreement or arrangement as in effect as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous in any material respect in the good faith judgment of HWFParent to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date); (7) the existence of, or the performance by HWFParent or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it (or any parent company of HWF)Parent) is a party as of the Issue Date and any similar agreements which it (or any parent company of HWF)Parent) may enter into thereafter;provided, that the existence of, or the performance by HWFParent or any of its Restricted Subsidiaries (or such parent company) of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this clause (7) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous in any material respect in the good faith judgment of HWFParent to the Holders when taken as a whole; (8) theSpin-Off Transaction and the payment of all fees and expenses related thereto; (9) transactions with customers, clients, suppliers, contractors, joint venture partners or purchasers or sellers of goods or services that are Affiliates (including hotel management or franchise agreements entered into with any of the foregoing), in each case in the ordinary course of business or that are consistent with past practice and otherwise in compliance with the terms of the Indenture which are fair to HWFParent and its Restricted Subsidiaries, in the reasonable determination of HWF,Parent, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (10) the issuance or transfer of Equity Interests (other than Disqualified Stock) of HWFParent to any direct or indirect parent company of HWFParent or to any Permitted Holder or to any employee, director, officer, manager or consultant (or their respective Affiliates or Immediate Family Members) of HWF,Parent, any of its direct or indirect parent companies or any of its Restricted Subsidiaries; (11) sales of accounts receivable, or participations therein, or Securitization Assets or related assets in connection with any Qualified Securitization Facility; (12) payments by HWFParent or any of its Restricted Subsidiaries to any of the Investors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which payments are approved by HWFParent in good faith; (13) payments and Indebtedness and Disqualified Stock (and cancellation of any thereof) of HWFParent and its Restricted Subsidiaries and Preferred Stock (and cancellation of any thereof) of any Restricted Subsidiary to any future, current or former employee, director, officer, manager or consultant (or their respective Controlled Investment Affiliates or Immediate Family Members) of HWF,Parent, any of its Subsidiaries or any of its direct or indirect parent companies pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement that are, in each case, approved by HWFParent in good faith; and any employment agreements, stock option plans and other compensatory arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or arrangements with any such employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members) that are, in each case, approved by HWFParent in good faith; (14)(i) investments by Permitted Holders in securities or loans of HWFParent or any of its Restricted Subsidiaries (and payment of reasonableout-of-pocket expenses incurred by such Permitted Holders in connection therewith) so long as the investment is being offered by HWFParent or such Restricted Subsidiary generally to other investors on the same or more favorable terms, and (ii) payments to Permitted Holders in respect of securities or loans of HWFParent or any of its Restricted Subsidiaries contemplated in the foregoing subclause (i) or that were acquired from Persons other than HWFParent and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities or loans; (15) payments to or from, and transactions with, any joint venture in the ordinary course of business or consistent with past practice (including, without limitation, any cash management activities related thereto); (16) payments by HWFParent (and any direct or indirect parent company thereof) and its Subsidiaries pursuant to tax sharing agreements among HWFParent (and any such parent company) and its Subsidiaries, to the extent such payments are permitted under clause (15)(b) of the second paragraph under the caption “—Limitation on Restricted Payments”; (17) any lease entered into between HWFParent or any Restricted Subsidiary, as lessee, and any Affiliate of HWF,Parent, as lessor, which is approved by HWFParent in good faith; (18) intellectual property licenses in the ordinary course of business; (19) all payments to HLT Parent otherwise permitted under the Indenture; (20) the payment of reasonableout-of-pocket costs and expenses relating to registration rights and indemnities provided to stockholders of HWFParent or any direct or indirect parent thereof pursuant to the stockholders, registration rights or similar agreements; (21) the pledge of Equity Interests of any Unrestricted Subsidiary to lenders to support the Indebtedness of such Unrestricted Subsidiary owed to such lenders; (22) Permitted Intercompany Activities and related transactions; and (23) any transactions with (A) any PropCo entity or any of its Subsidiaries; or (B) any Subsidiary or a joint venture or similar entity which would constitute an Affiliate Transaction solely because HWFParent or its Restricted Subsidiary owns an equity interest or otherwise controls such Subsidiary, joint venture or similar entity. Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries HWFParent will not, and will not permit any of its Restricted Subsidiaries that is not the Issuer or a Guarantor to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to:
(1)(a) pay dividends or make any other distributions to HWFParent or any of its Restricted Subsidiaries that is the Issuer or a Guarantor on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness owed to HWFParent or any of its Restricted Subsidiaries that is the Issuer or a Guarantor; (2) make loans or advances to HWFParent or any of its Restricted Subsidiaries that is the Issuer or a Guarantor; or (3) sell, lease or transfer any of its properties or assets to HWFParent or any of its Restricted Subsidiaries that is the Issuer or a Guarantor, except (in each case) for such encumbrances or restrictions existing under or by reason of: (a) contractual encumbrances or restrictions in effect on the Issue Date, including pursuant to Hedging Obligations and the related documentation, and contractual encumbrances or restrictions in effect on the Issue Date pursuant to the Senior Secured Credit Facilities, the Existing Senior Notes, the Existing Senior Notes IndentureIndentures and the guarantees thereof; (b) the Indenture, the Notes and the guarantees thereof; (c) purchase money obligations for property acquired in the ordinary course of business and capital lease obligations that impose restrictions of the nature discussed in clause (3) above on the property so acquired; (d) applicable law or any applicable rule, regulation or order; (e) (i) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary or the merger, amalgamation or consolidation of an Unrestricted Subsidiary into HWFParent or a Restricted Subsidiary or the transfer of all or substantially all of the assets of an Unrestricted Subsidiary to HWFParent or a Restricted Subsidiary, any agreement or other instrument of such Unrestricted Subsidiary in existence at the time of such redesignation (but, in any such case, not created in contemplation thereof) and (ii) any agreement or other instrument of a Person acquired by or merged or consolidated with or into HWFParent or any of its Restricted Subsidiaries in existence at the time of such acquisition or at the time it merges with or into HWFParent or any of its Restricted Subsidiaries or assumed in connection with the acquisition of assets from such Person (but, in any such case, not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person so acquired and its Subsidiaries, or the property or assets of the Person so acquired and its Subsidiaries or the property or assets so acquired; (f) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of HWFParent pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; (g) Secured Indebtedness otherwise permitted to be incurred pursuant to the covenants described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” and “—Liens” that limit the right of the debtor to dispose of the assets securing such Indebtedness; (h) restrictions on cash or other deposits or net worth imposed by suppliers, customers or landlords under contracts entered into in the ordinary course of business or arising in connection with any Permitted Liens; (i) other Indebtedness, Disqualified Stock or Preferred Stock of Restricted Subsidiaries that are not the Issuer or Guarantors permitted to be incurred subsequent to the Issue Date pursuant to the provisions of the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; (j) customary provisions in joint venture agreements and other similar agreements or arrangements relating to such joint venture; (k) customary provisions contained in leases,sub-leases, licenses,sub-licenses or similar agreements, including with respect to intellectual property and other agreements, in each case, entered into in the ordinary course of business; (l) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which HWFParent or any of its Restricted Subsidiaries is a party entered into in the ordinary course of business;provided, that such agreement prohibits the encumbrance of solely the property or assets of HWFParent or such Restricted Subsidiary that are the subject to such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of HWFParent or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary; (m) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any Restricted Subsidiary; (n) customary provisions restricting assignment of any agreement entered into in the ordinary course of business; (o) restrictions arising in connection with cash or other deposits permitted under the covenant “—Liens”; (p) any agreement or instrument (A) relating to any Indebtedness, Disqualified Stock or preferred stock permitted to be incurred or issued subsequent to the Issue Date pursuant to the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” if the encumbrances and restrictions are not materially more disadvantageous, taken as a whole, to the Holders than is customary in comparable financings for similarly situated issuers (as determined in good faith by HWF)Parent) or as otherwise in effect on the Issue Date and (B) either (x) HWFParent determines that such encumbrance or restriction will not adversely affect HWF’sthe Issuer’s ability to make principal and interest payments on the Notes as and when they come due or (y) such encumbrances and restrictions apply only during the continuance of a default in respect of a payment or financial maintenance covenant relating to such Indebtedness; (q) restrictions created in connection with any Qualified Securitization Facility that in the good faith determination of HWFParent are necessary or advisable to effect such Qualified Securitization Facility; and (r) any encumbrances or restrictions of the type referred to in clauses (1), (2) and (3) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (a) through (q) above;provided, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of HWF,Parent, not materially more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. Limitation on Guarantees of Indebtedness by Restricted Subsidiaries HWFParent will not permit any of its Wholly Owned Subsidiaries that are Restricted Subsidiaries (andnon-Wholly Owned Subsidiaries if suchnon-Wholly Owned Subsidiaries guarantee other capital markets debt securities of the HWF,Parent, the Issuer or any Subsidiary Guarantor), other than the Issuer, a Subsidiary Guarantor, a Foreign Subsidiary or a Securitization Subsidiary, to guarantee the payment of (i) any Credit Facility permitted under clause (1) of the second paragraph under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” or (ii) capital marketmarkets debt securities of HWF,Parent, the Issuer or any Subsidiary Guarantor unless:
(1) such Restricted Subsidiary within 60 days after the guarantee of such Indebtedness executes and delivers a supplemental indenture to the Indenture providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of HWF,Parent, the Issuer or any Subsidiary Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes; and (2) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other applicable rights against HWFParent or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee;provided that this covenant shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. HWFParent may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case such Subsidiary shall not be required to comply with the 60 day period described in clause (1) above. Reports and Other Information Notwithstanding that HWFParent may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Indenture requires HWFParent to file with the SEC (with a copy to the Trustee unless filed and available on the SEC’s EDGAR website) from and after the Issue Date: (1) within 90 days after the end of each fiscal year, annual reports on Form10-K, or any successor or comparable form (if HWFParent had been a reporting company under Section 15(d) of the Exchange Act), containing substantially all the information that would be required to be contained therein, or required in such successor or comparable form; (2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, reports on Form10-Q or any successor or comparable form (if HWFParent had been a reporting company under Section 15(d) of the Exchange Act), containing substantially all quarterly information that would be required to be contained in Form10-Q, or any successor or comparable form; (3) promptly after the occurrence of a material event which would have been required to be reported on a Form8-K or any successor or comparable form (if HWFParent had been a reporting company under Section 15(d) of the Exchange Act), a current report relating to such event on Form8-K or any successor or comparable form; in each case, in a manner that complies in all material respects with the requirements specified in such form (except as described above or below and subject to exceptions consistent with the presentation of information included or incorporated by reference in the Offering Memorandum); provided, however, that HWFif at any time Parent shall not be so obligated to file such reports referred to in clauses (1), (2) and (3) above with the SEC or if the SEC does not permit such filing, in which event HWFthen Parent will make available such information to the Trustee, the Holders of the Notes and prospective purchasers of Notes, in each case within 15 days after the time HWFParent would be required to file such information with the SEC if it were subject to Section 15(d) of the Exchange Act. In addition, to the extent not satisfied by the foregoing, the Issuer will agree that, for so long as any Notes are outstanding, it will furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. The Indenture permits HWFParent to satisfy its obligations in this covenant with respect to financial information relating to HWFParent by furnishing financial information relating to HWP or HLT Parent (or any parent entity of HWP or HLT Parent) as long as HWP or HLT Parent, as applicable (or any such parent entity of HWP or HLT Parent) provides a Guarantee of the Notes. If with respect to any reporting period(s) covered in the applicable report, HWF’sParent’s Unrestricted Subsidiaries would, individually or in the aggregate, constitute a “significant subsidiary” (as such term is defined in Rule1-02 of RegulationS-X promulgated pursuant to the Securities Act (as such regulation is in effect on the Issue Date)), then the applicable annual and quarterly financial information required by clauses (1) and (2) above shall include a supplemental section in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” presenting (in a manner consistent with the presentation of information included or incorporated by reference in the Offering Memorandum) selected financial measures of such Unrestricted Subsidiaries in the aggregate (separate from the financial information of the Issuer and its Restricted Subsidiaries). Notwithstanding anything herein to the contrary, HWFParent will not be deemed to have failed to comply with any of its obligations hereunder for purposes of clause (3) under “—Events of Default and Remedies” until 120 days after the receipt of the written notice delivered thereunder. To the extent any information is not provided within the time periods specified in this section “—Reports and Other Information” and such information is subsequently provided, HWFParent will be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured. Events of Default and Remedies The Indenture provides that each of the following is an “Event of Default”: (1) default in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any, on the Notes; (2) default for 30 consecutive days or more in the payment when due of interest on or with respect to the Notes; (3) failure by the Issuer or any Guarantor for 60 days after receipt of written notice given by the Trustee or the Holders of not less than 25% in aggregate principal amount of the then outstanding Notes to comply with any of its obligations, covenants or agreements (other than a default referred to in clause (1) or (2) above) contained in the Indenture or the Notes; (4) default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by HWFParent or any of its Restricted Subsidiaries or the payment of which is guaranteed by HWFParent or any of its Restricted Subsidiaries, other than Indebtedness owed to HWFParent or a Restricted Subsidiary, whether such Indebtedness or guarantee now exists or is created after the issuance of the Notes, if both: (a) such default either results from the failure to pay any principal of such Indebtedness at its stated final maturity (after giving effect to any applicable grace periods) or relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its stated maturity; and (b) the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate $225.0 million or more outstanding; (5) failure by HWF,Parent, the Issuer or any Significant Subsidiary (or any group of Restricted Subsidiaries that together (as of the latest audited consolidated financial statements of HWFParent for a fiscal quarter end provided as required under “—Reports and Other Information”) would constitute a Significant Subsidiary) to pay final judgments aggregating in excess of $225.0 million (net of amounts covered by insurance policies issued by reputable insurance companies), which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment becomes final, and in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed; (6) certain events of bankruptcy or insolvency with respect to HWFParent, the Issuer or any Significant Subsidiary (or any group of Restricted Subsidiaries that together (as of the latest audited consolidated financial statements of the Issuer for a fiscal quarter end provided as required under “—Reports and Other Information”) would constitute a Significant Subsidiary); and (7) the Guarantee of HLT Parent, HWFHWP, Parent or any Significant Subsidiary (or any group of Restricted Subsidiaries that together (as of the latest audited consolidated financial statements of HWFParent for a fiscal quarter end provided as required under “—Reports and Other Information”) would constitute a Significant Subsidiary) shall for any reason cease to be in full force and effect or be declared null and void or any responsible officer of HLT Parent, HWFHWP, Parent or any Guarantor that is a Significant Subsidiary (or the responsible officers of any group of Restricted Subsidiaries that together (as of the latest audited consolidated financial statements of HWFParent for a fiscal quarter end) would constitute a Significant Subsidiary), as the case may be, denies in writing that it has any further liability under its Guarantee or gives written notice to such effect, other than by reason of the termination of the Indenture or the release of any such Guarantee in accordance with the Indenture. If any Event of Default (other than of a type specified in clause (6) above) occurs and is continuing under the Indenture, the Trustee or the Holders of not less than 25% in aggregate principal amount of all the then outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Upon the effectiveness of such declaration, such principal of and premium, if any, and interest will be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising under clause (6) of the first paragraph of this section, all outstanding Notes will become due and payable without further action or notice. The Indenture provides that the Trustee may withhold from the Holders notice of any continuing Default, except a Default relating to the payment of principal, premium, if any, or interest, if it determines that withholding notice is in their interest. In addition, the Trustee will have no obligation to accelerate the Notes if in the judgment of the Trustee acceleration is not in the interests of the Holders of the Notes. The Indenture provides that the Holders of a majority in aggregate principal amount of all the then outstanding Notes, by written notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture (except a continuing Default in the payment of interest on, premium, if any, or the principal of any Note held by anon-consenting Holder) and rescind any acceleration with respect to the Notes and its consequences (except if such rescission would conflict with any judgment of a court of competent jurisdiction). In the event of any Event of Default specified in clause (4) of the first paragraph of this section, such Event of Default and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the Notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 30 days after such Event of Default arose: (1) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged; (2) the requisite number of holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default; or (3) the default that is the basis for such Event of Default has been cured. In case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders of the Notes unless the Holders have offered to the Trustee indemnity or security reasonably satisfactory to the Trustee against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder of a Note may pursue any remedy with respect to the Indenture or the Notes unless: (1) such Holder has previously given the Trustee written notice that an Event of Default is continuing; (2) the Holders of at least 25% in the aggregate principal amount of the then outstanding Notes have requested in writing the Trustee to pursue the remedy; (3) Holders of the Notes have offered the Trustee security or indemnity satisfactory to the Trustee against any loss, liability or expense; (4) the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and (5) the Holders of a majority in principal amount of all the then outstanding Notes have not given the Trustee a direction inconsistent with such written request within such60-day period. Subject to certain restrictions contained in the Indenture, the Holders of a majority in principal amount of all the then outstanding Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder of a Note or that would involve the Trustee in personal liability. The Indenture provides that HWFParent is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and HWFParent is required, within 20 Business Days, upon becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and any actions taken to rectify such Default. No Personal Liability of Directors, Officers, Employees and Stockholders No past, present or future director, officer, employee, incorporator, or direct or indirect member, partner or stockholder of HWF,Parent, the Issuer or any Guarantor (other than in their respective capacity as Issuer or any Guarantor) or of any of their respective direct or indirect parent companies shall have any liability, for any obligations of HWF,Parent, the Issuer or the Guarantors under the Notes, the Guarantees or the Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy. Legal Defeasance and Covenant Defeasance The obligations of the Issuer and the Guarantors under the Indenture, the Notes or the Guarantees, as the case may be, will terminate (other than certain obligations) and will be released upon payment in full of all of the Notes. The Issuer may, at its option and at any time, elect to have all of its obligations discharged with respect to the Notes and have each Guarantor’s obligation discharged with respect to its Guarantee (“Legal Defeasance”) and cure all then existing Events of Default except for: (1) the rights of Holders of Notes to receive payments in respect of the principal of, premium, if any, and interest on the Notes when such payments are due solely out of the trust created pursuant to the Indenture; (2) the Issuer’s obligations with respect to Notes concerning issuing temporary Notes, registration of such Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust; (3) the rights, powers, trusts, duties and immunities of the Trustee, and the Issuer’s obligations in connection therewith; and (4) the Legal Defeasance provisions of the Indenture. In addition, the Issuer may, at its option and at any time, elect to have its obligations and those of each Guarantor released with respect to substantially all of the restrictive covenants that are described in the Indenture (“Covenant Defeasance”) and thereafter any omission to comply with such obligations shall not constitute a Default with respect to the Notes. In the event Covenant Defeasance occurs, certain events (not including bankruptcy, receivership, rehabilitation and insolvency events pertaining to the Issuer) described under “—Events of Default and Remedies” will no longer constitute an Event of Default with respect to the Notes. In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Notes: (1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, U.S. Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest due on such Notes on the stated maturity date or on the redemption date, as the case may be, of such principal, premium, if any, or interest on such Notes and the Issuer must specify whether such Notes are being defeased to maturity or to a particular redemption date;provided, that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of the Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemption. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption; (2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel confirming that, subject to customary assumptions and exclusions, (a) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling, or (b) since the issuance of the Notes, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the beneficial owners of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel confirming that, subject to customary assumptions and exclusions, the beneficial owners of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit; (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Senior Secured Credit Facilities or any other material agreement or instrument (other than the Indenture) to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than that resulting from any borrowing of funds to be applied to make the deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to other Indebtedness, and, in each case, the granting of Liens in connection therewith); (6) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or any Guarantor or others; and (7) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with. Satisfaction and Discharge The Indenture will be discharged and will cease to be of further effect as to all Notes, when either: (1) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or (2)(a) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise, will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of the Notes, cash in U.S. dollars, U.S. dollar-denominated Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption;provided, that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of the Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption; (b) no Event of Default (other than that resulting from borrowing funds to be applied to make such deposit or any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith) with respect to the Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under the Senior Secured Credit Facilities or any other material agreement or instrument (other than the Indenture) to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than resulting from any borrowing of funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith); (c)I the Issuer has paid or caused to be paid all sums payable by it under the Indenture; and
(d) the Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be. In addition, the Issuer must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Amendment, Supplement and Waiver Except as provided in the next two succeeding paragraphs, the Indenture, any Guarantee and the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of all the Notes then outstanding, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes, and any existing Default or compliance with any provision of the Indenture or the Notes issued thereunder may be waived with the consent of the Holders of a majority in principal amount of all the then outstanding Notes, other than Notes beneficially owned by the Issuer or its Affiliates (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). The Indenture provides that, without the consent of each affected Holder of Notes, an amendment or waiver may not, with respect to any Notes held by anon-consenting Holder: (1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of or change the fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of such Notes (other than provisions relating to (a) notice periods (to the extent consistent with applicable requirements of clearing and settlement systems) for redemption and conditions to redemption and (b) the covenants described above under the caption “—Repurchase at the Option of Holders”); (3) reduce the rate of or change the time for payment of interest on any such Note; (4) waive a Default in the payment of principal of or premium, if any, or interest on such Notes, except a rescission of acceleration of such Notes by the Holders of a majority in principal amount of all the then outstanding Notes, and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in the Indenture, the Notes or any Guarantee which cannot be amended or modified without the consent of all affected Holders; (5) make any such Note payable in money other than that stated therein; (6) make any change in the provisions of the Indenture relating to waivers of past Defaults or the contractual rights of Holders to receive payments of principal of or premium, if any, or interest on such Notes; (7) make any change in these amendment and waiver provisions; (8) amend the contractual right expressly set forth in the Indenture or the Notes of any Holder to receive payments of principal of or premium, if any, or interest on such Notes or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (9) make any change to or modify the ranking of such Notes that would adversely affect the Holders; or (10) except as expressly permitted by the Indenture, modify the Guarantees of any Significant Subsidiary, or any group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for HWF)Parent), would constitute a Significant Subsidiary, in any manner materially adverse to the Holders of such Notes. Notwithstanding the foregoing, the Issuer, any Guarantor (with respect to a Guarantee or the Indenture to which it is a party) and the Trustee may amend or supplement the Indenture and any Guarantee or Notes without the consent of any Holder: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to comply with the covenant relating to mergers, amalgamations, consolidations and sales of assets; (4) to provide for the assumption of the Issuer’s or any Guarantor’s obligations to the Holders; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect the legal rights under the Indenture of any such Holder; (6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor; (7) to provide for the issuance of Additional Notes in accordance with the terms of the Indenture; (8) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act; (9) to evidence and provide for the acceptance and appointment under the Indenture of a successor Trustee or a successor paying agent thereunder pursuant to the requirements thereof; (10) to make any amendment to the provisions of the Indenture relating to the transfer or legending of the Notes or to provide for the issuance of the exchange Notes or private exchange Notes, which are identical to exchange Notes except that they are not freely transferable; (11) to add an obligor or a Guarantor under the Indenture or to release an obligor or a Guarantor in accordance with the terms of the Indenture; (12) to conform the text of the Indenture, Guarantees or the Notes to any provision of the “Description of the Notes” section of the Offering Memorandum to the extent that such provision in the “Description of the Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision of the Indenture, Guarantee or Notes as provided in an Officer’s Certificate; (13) to make any amendment to the provisions of the Indenture relating to the transfer and legending of Notes as permitted by the Indenture, including, without limitation to facilitate the issuance and administration of the Notes;provided, however, that such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (14) to secure the Notes and/or the related Guarantees or to add collateral thereto; or (15) to effect the Spin-Off Transaction and related transactions so long as such modification does not materially adversely affect the legal rights under the Indenture of any Holder; or (16) to make any other modifications to the Notes or the Indenture of a formal, minor or technical nature or necessary to correct a manifest error, so long as such modification does not adversely affect the rights of any Holders in any material respect.
The consent of the Holders is not necessary under the Indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment. Notices Notices given by publication or electronic delivery will be deemed given on the first date on which publication or electronic delivery is made and notices given by first-class mail, postage prepaid, will be deemed given five calendar days after mailing or transmitting. Notice otherwise given in accordance with the procedures of DTC will be deemed given on the date sent to DTC. Concerning the Trustee The Indenture contains certain limitations on the rights of the Trustee thereunder, should it become a creditor of the Issuer, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee is permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as Trustee (if the Indenture has been qualified under the Trust Indenture Act) or resign. The Indenture provides that the Holders of a majority in principal amount of all the then outstanding Notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. The Indenture provides that in case an Event of Default shall occur (which shall not be cured), the Trustee is required, in the exercise of its power, to use the degree of care of a prudent person in the conduct of his own affairs. The Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of the Notes, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to the Trustee against any loss, liability or expense. Governing Law The Indenture, the Notes and any Guarantee are governed by and construed in accordance with the laws of the State of New York. Certain Definitions Set forth below are certain defined terms used in the Indenture. For purposes of the Indenture, unless otherwise specifically indicated, the term “consolidated” with respect to any Person refers to such Person consolidated with its Restricted Subsidiaries. “2021 Notes Issue Date” means October 4, 2013. “2024 Senior Notes” means the aggregate principal amount of the Issuer’s 4.250% Senior Notes due 2024 outstanding on the Issue Date. “2024 Senior Notes Indenture” means the Indenture for the 2024 Senior Notes, dated as of August 18, 2016, as supplemented, among the Issuer, as issuer, Parent, as parent guarantor, HLT Parent, the other guarantors from time to time party thereto and Wilmington Trust, National Association, as trustee. “2025 Senior Notes” means the aggregate principal amount of Hilton Worldwide Finance Corp. and Parent’s 4.625% Senior Notes due 2025 outstanding on the Issue Date. “2025 and 2027 Senior Notes Indenture” means the Indenture for the 2025 Senior Notes and 2027 Senior Notes, dated March 16, 2017, as supplemented, among Parent, Hilton Worldwide Finance Corp., the guarantors from time to time party thereto and Wilmington Trust, National Association, as trustee. “2027 Senior Notes” means the aggregate principal amount of the Hilton Worldwide Finance Corp. and Parent’s 4.875% Senior Notes due 2027 outstanding on the Issue Date. “Acquired Indebtedness” means, with respect to any specified Person, (1) Indebtedness of any other Person existing at the time such other Person is merged or consolidated with or into or became a Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging or consolidating with or into or becoming a Restricted Subsidiary of such specified Person, and (2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person. “Additional Interest” means all additional interest then owing pursuant to the Registration Rights Agreement. “Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. “Applicable Premium” means, with respect to any Note on any Redemption Date as calculated by the Issuer, the greater of: (1) 1.0% of the principal amount of such Note, and (2) the excess, if any, of (a) the present value at such Redemption Date of (i) the redemption price of such Note at SeptemberMay 1, 20192021 (such redemption price being set forth in the table appearing above under the caption “Optional Redemption”), plus (ii) all required remaining scheduled interest payments due on such Note through SeptemberMay 1, 20192021 (excluding accrued but unpaid interest to the Redemption Date), computed using a discount rate equal to the Applicable Treasury Rate as of such Redemption Date plus 50 basis points over (b) the then outstanding principal amount of such Note. Calculation of any Applicable Premium is a responsibility of the Issuer, and the Trustee shall not be responsible to calculate or verify any calculation related to the Applicable Premium. “Applicable Treasury RateChange of Control Payment Date” means, with respect to), except in the case of a conditional Change of Control Offer made in advance of a Change of Control Triggering Event as described below; (3) that any Note not properly tendered will remain outstanding and continue to accrue interest; (4) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date; (5) that Holders electing to have any RedemptionNotes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed or otherwise in accordance with the procedures of DTC, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes;providedthat the paying agent receives, not later than the close of business on the second Business Day prior to the expiration date of the Change of Control Offer, a facsimile transmission, letter or other communication in accordance with the procedures of DTC setting forth the name of the Holder of such Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes, or a specified portion thereof, and its election to have such Notes purchased; (7) that Holders whose Notes are being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to at least $2,000 or any integral multiple of $1,000 in excess of $2,000; (8) if such notice is delivered prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control Triggering Event and shall describe each such condition, and, if applicable, shall state that, in the Issuer’s discretion, the Change of Control Payment Date may be delayed until such time (including more than 60 days after the yield to maturity,notice is mailed or delivered, including by electronic transmission) as any such condition shall be satisfied, or that such repurchase may not occur and such notice may be rescinded in the event that any such condition shall not have been satisfied by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed; and (9) any other instructions, as determined by the Issuer, asconsistent with the covenant described hereunder, that a Holder must follow. The Issuer will comply with the requirements of Rule14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such Redemption Datelaws or regulations are applicable in connection with the repurchase of United States TreasuryNotes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with a constant maturity (as compiledthe provisions of the Indenture, the Issuer will comply with the applicable securities laws and publishedregulations and shall not be deemed to have breached its obligations described in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days priorIndenture by virtue thereof. On the Change of Control Payment Date, the Issuer will, to the Redemption Date (or, if such Statistical Release is no longer published, any publicly available sourceextent permitted by law: (1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of similar market data)) most nearlyControl Offer; (2) deposit with the paying agent an amount equal to the period fromaggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and (3) deliver, or cause to be delivered, to the Redemption DateTrustee for cancellation the Notes so accepted together with an Officer’s Certificate to September 1, 2019;provided,the Trustee stating that ifsuch Notes or portions thereof have been tendered to and purchased by the period from the Redemption Date to such date is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.Issuer. “Asset Sale” means:
(1) the sale, conveyance, transferThe Senior Secured Credit Facilities provide, and future credit agreements or other disposition, whetheragreements relating to Indebtedness to which either Parent or the Issuer becomes a party may provide, that certain change of control events with respect to Parent or the Issuer would constitute a default thereunder (including a Change of Control Triggering Event under the Indenture). If we experience a change of control that triggers a default under the Senior Secured Credit Facilities or any such future Indebtedness, we could seek a waiver of such default or seek to refinance the Senior Secured Credit Facilities or such future Indebtedness. In the event we do not obtain such a waiver or do not refinance the Senior Secured Credit Facilities or any such future Indebtedness, such default could result in amounts outstanding under the Senior Secured Credit Facilities or such future Indebtedness being declared due and payable.
Our ability to pay cash to the Holders of Notes following the occurrence of a Change of Control Triggering Event may be limited by our then-existing financial resources. Therefore, sufficient funds may not be available when necessary to make any required repurchases. The Change of Control Triggering Event purchase feature of the Notes may in certain circumstances make more difficult or discourage a sale or takeover of us and, thus, the removal of incumbent management. The Change of Control Triggering Event purchase feature is a result of negotiations between the Initial Purchasers and us. We have no present intention to engage in a single transaction involving a Change of Control Triggering Event, although it is possible that we could decide to do so in the future. Subject to the limitations discussed below, we could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a seriesChange of related transactions (including by wayControl Triggering Event under the Indenture, but that could increase the amount of a Sale and Lease-Back Transaction), of propertyIndebtedness outstanding at such time or assets of HWFotherwise affect our capital structure or any of its Restricted Subsidiaries (each referredcredit ratings. Restrictions on our ability to incur additional Indebtedness are contained in this definition as a “disposition”); or (2) the issuance or sale of Equity Interests of any Restricted Subsidiary (other than Preferred Stock of Restricted Subsidiaries issued in compliance with the covenantcovenants described under “—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”), whether in a single transaction or a series of related transactions;
in each case, other than:
(a) any disposition of Cash Equivalents or Investment Grade Securities or obsolete, damaged, unnecessary, unsuitable or worn out equipment, inventory or other property and “—Certain Covenants—Liens.” Such restrictions in the ordinary courseIndenture can be waived only with the consent of businessthe Holders of a majority in principal amount of all the then outstanding Notes. Except for the limitations contained in such covenants, however, the Indenture does not contain any covenants or any dispositionprovisions that may afford Holders of inventory or goods (or other assets, including timeshare and residential assets) held for sale or no longer used or usefulthe Notes protection in the ordinary courseevent of business;a highly leveraged transaction.
(b)The Issuer will not be required to make a Change of Control Offer following a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control Triggering Event at the time of making of the Change of Control Offer. The definition of “Change of Control” includes a disposition of all or substantially all of the assets of HWFParent and its Subsidiaries, taken as a whole, to certain Persons. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a manner permitted pursuantdegree of uncertainty as to whether a particular transaction would involve a disposition of “all or substantially all” of the provisions described above under “—Certain Covenants—Merger, Consolidation or Saleassets of All or Substantially All Assets” or any disposition that constitutesParent and its Subsidiaries, taken as a whole. As a result, it may be unclear as to whether a Change of Control Triggering Event has occurred and whether a Holder of Notes may require the Issuer to make an offer to repurchase the Notes as described above. The provisions under the Indenture relating to the Issuer’s obligation to make an offer to repurchase the Notes as a result of a Change of Control Triggering Event may be waived or modified with the written consent of the Holders of a majority in principal amount of all the then outstanding Notes. Asset Sales The Indenture provides that Parent will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale, unless: (1) Parent or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by Parent at the time of contractually agreeing to such Asset Sale) of the assets sold or otherwise disposed of; and (2) except in the case of a Permitted Asset Swap, at least 75.0% of the consideration for such Asset Sale, together with all other Asset Sales since the Issue Date (on a cumulative basis), received by Parent or such Restricted Subsidiary, as the case may be, is in the form of Cash Equivalents;provided that the amount of: (a) any liabilities (as shown on Parent’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto or, if incurred or increased subsequent to the date of such balance sheet, such liabilities that would have been shown on Parent’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or increase had taken place on or prior to the date of such balance sheet, as determined by Parent) of Parent or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Notes, that are assumed by the transferee of any such assets pursuant to a written agreement which releases or indemnifies Parent or such Restricted Subsidiary from such liabilities; (b) any securities, notes or other obligations or assets received by Parent or such Restricted Subsidiary from such transferee that are converted by Parent or such Restricted Subsidiary into Cash Equivalents (to the Indenture;extent of the Cash Equivalents received) within 180 days (450 days in the case of any securities, notes or other obligations or assets received in respect of any Asset Sale of the Specified Real Property Assets) following the closing of such Asset Sale; and (c) the making of any Restricted Payment that is permitted to be made, and is made, under the covenant described above under “—Certain Covenants—Limitation on Restricted Payments”DesignatedNon-cash Consideration received by Parent or any Permitted Investment; (d) any disposition of assets or issuance or sale of Equity Interests of anysuch Restricted Subsidiary in any transaction or series of related transactions withsuch Asset Sale having an aggregate fair market value, taken together with all other DesignatedNon-cash Consideration received pursuant to this clause I that is at that time outstanding, not to exceed the greater of less than $150.0 million;
(e) any disposition(i) $710.0 million and (ii) 5.0% of property or assets or issuance of securities by a Restricted Subsidiary to HWF or by HWF or a Restricted Subsidiary to a Restricted Subsidiary;
(f) toTotal Assets at the extent allowable under Section 1031time of the Internal Revenue Codereceipt of 1986, as amended, or comparable law or regulation, any exchangesuch DesignatedNon-cash Consideration, with the fair market value of like property (excluding any boot thereon)each item of DesignatedNon-cash Consideration being measured at the time received and without giving effect to subsequent changes in value,
shall be deemed to be Cash Equivalents for use in a Similar Business;purposes of this provision and for no other purpose. (g)
Within 450 days after the lease, assignment, sub-lease, license or sub-licensereceipt of any realNet Proceeds of any Asset Sale, Parent or personal property in the ordinary course of business; (h) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, (A) any PropCo entity or its Subsidiaries (or a Restricted Subsidiary that owns any PropCo entity, provided that such Restricted Subsidiary, owns no assets other than Capital Stock of PropCo entities or their Subsidiaries);at its option, may apply the Net Proceeds from such Asset Sale,
(1) to permanently reduce Indebtedness as follows: (a) Obligations under the Senior Secured Credit Facilities, and (B) an Unrestricted Subsidiary; (i) foreclosures, condemnation, expropriation, forced dispositions or any similar actionto correspondingly reduce commitments with respect to assets or the granting of Liens not prohibited by the Indenture;thereto;
(j) sales of accounts receivable, or participations therein, or Securitization Assets or related assets, or any disposition of the Equity Interests in a Subsidiary, all or substantially all of the assets of(b) Obligations under Secured Indebtedness which are Securitization Assets, in each case in connection with any Qualified Securitization Facility or the disposition of an account receivable in connection with the collection or compromise thereof in the ordinary course of business;
(k) any financing transaction with respect to property built or acquired by HWF or any Restricted Subsidiary after the Issue Date, including Sale and Lease-Back Transactions and asset securitizations permitted by the Indenture;
(l) the sale, discount or other disposition of inventory, accounts receivable or notes receivable in the ordinary course of business or the conversion of accounts receivable to notes receivable;
(m) the licensing or sub-licensing of intellectual property or other general intangibles in the ordinary course of business;
(n) any surrender or waiver of contract rights or the settlement, release or surrender of contract rights or other litigation claims in the ordinary course of business;
(o) the unwinding of any Hedging Obligations;
(p) sales, transfers and other dispositions of Investments in joint ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements;
(q) the lapse or abandonment of intellectual property rights in the ordinary course of business, which in the reasonable good faith determination of HWF are not material to the conduct of the business of HWF and its Restricted Subsidiaries taken as a whole;
(r) the issuanceis secured by a Restricted Subsidiary of Preferred Stock or Disqualified StockLien that is permitted by the covenantIndenture, and to correspondingly reduce commitments with respect thereto;
(c) Obligations under the Notes or any other Senior Indebtedness of Parent or any Restricted Subsidiary (and, in the case of other Senior Indebtedness, to correspondingly reduce any outstanding commitments with respect thereto, if applicable);providedthat if Parent or any Restricted Subsidiary shall so repay any Senior Indebtedness other than the Notes, the Issuer will either (A) reduce Obligations under the Notes on a pro rata basis by, at its option, (i) redeeming Notes as described under “—Optional Redemption” or (ii) purchasing Notes through open-market purchases, or (B) make an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders to purchase their Notes on a ratable basis with such other Senior Indebtedness for no less than 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, thereon up to the principal amount of Notes to be repurchased; or (d) if the assets that are the subject of such Asset Sale are the property or assets of a Restricted Subsidiary that is not the Issuer or a Guarantor, to permanently reduce Indebtedness of (i) a Restricted Subsidiary that is not the Issuer or a Guarantor, other than Indebtedness owed to Parent or any Restricted Subsidiary, or (ii) Parent, the Issuer or a Subsidiary Guarantor; or (2) to make (a) an Investment in any one or more businesses,providedthat such Investment in any business is in the form of the acquisition of Capital Stock and results in Parent or any of its Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (b) capital expenditures or (c) acquisitions of other assets, in each of (a), (b) and (c), used or useful in a Similar Business; or (3) to make an Investment in (a) any one or more businesses,providedthat such Investment in any business is in the form of the acquisition of Capital Stock and results in Parent or any of its Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (b) capital expenditures, (c) properties or (d) acquisitions of other assets that, in each of (a), (b), (c) and (d), replace the businesses, properties and/or assets that are the subject of such Asset Sale;provided, that a binding commitment entered into not later than such 450th day shall be treated as a permitted application of the Net Proceeds from the date of such commitment so long as Parent, or such Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Proceeds will be applied to satisfy such commitment within the later of such 450th day and 180 days of such commitment (an “Acceptable Commitment”) and, in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith, Parent or such Restricted Subsidiary enters into another Acceptable Commitment (a “Second Commitment”) within 180 days of such cancellation or termination;provided further that if any Second Commitment is later cancelled or terminated for any reason before such Net Proceeds are applied, then such Net Proceeds shall constitute Excess Proceeds. Any Net Proceeds from the Asset Sale that are not invested or applied as provided and within the time period set forth in the preceding paragraph will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $200.0 million, the Issuer shall make an offer (an “Asset SaleOffer”) to all Holders of the Notes and, if required by the terms of any Indebtedness that rankspari passu with the Notes (“Pari Passu Indebtedness”), to the holders of such Pari Passu Indebtedness, to purchase the maximum aggregate principal amount of the Notes and such Pari Passu Indebtedness that is in an amount equal to at least $2,000, or an integral multiple of $1,000 in excess thereof, that may be purchased out of the Excess Proceeds at an offer price, in the case of the Notes, in cash in an amount equal to 100% of the principal amount thereof (or accreted value thereof, if less), plus accrued and unpaid interest, if any, to the date fixed for the closing of such offer, and in the case of any Pari Passu Indebtedness at the offer price required by the terms thereof but not to exceed 100% of the principal amount thereof, plus accrued and unpaid interest, if any, in accordance with the procedures set forth in the Indenture and the agreement(s) governing such Pari Passu Indebtedness. The Issuer will commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceed $200.0 million by delivering the notice required pursuant to the terms of the Indenture, with a copy to the Trustee. The Issuer may satisfy the foregoing obligations with respect to any Net Proceeds from an Asset Sale by making an Asset Sale Offer with respect to such Net Proceeds prior to the expiration of the relevant 450 days (or such longer period provided above) or with respect to Excess Proceeds of $200.0 million or less. To the extent that the aggregate amount of Notes and such Pari Passu Indebtedness, as the case may be, tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds for any purposes not otherwise prohibited under the Indenture. If the aggregate principal amount of Notes or the Pari Passu Indebtedness, as the case may be, surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Issuer shall purchase the Notes and such Pari Passu Indebtedness, as the case may be, on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness, as the case may be, tendered with adjustments as necessary so that no Notes or Pari Passu Indebtedness, as the case may be, will be repurchased in part in an unauthorized denomination. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds that resulted in the requirement to make an Asset Sale Offer shall be reset to zero (regardless of whether there are any remaining Excess Proceeds upon such completion). Additionally, the Issuer may, at its option, make an Asset Sale Offer using the proceeds from any Asset Sale at any time after the consummation of such Asset Sale. Upon consummation or expiration of any Asset Sale Offer, any remaining Net Proceeds shall not be deemed Excess Proceeds and the Issuer may use such Net Proceeds for any purpose not otherwise prohibited under the Indenture. Pending the final application of any Net Proceeds pursuant to this covenant, the holder of such Net Proceeds may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility, including under the Senior Secured Credit Facilities, or otherwise invest such Net Proceeds in any manner not prohibited by the Indenture. The Issuer will comply with the requirements of Rule14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the Indenture, the Issuer will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in the Indenture by virtue thereof. The provisions under the Indenture relative to the Issuer’s obligation to make an offer to repurchase the Notes as a result of an Asset Sale may be waived or modified with the written consent of the Holders of a majority in principal amount of all the then outstanding Notes. Our future credit agreements or other similar agreements to which the Issuer becomes party may contain restrictions on the Issuer’s ability to repurchase Notes. In the event an Asset Sale occurs at a time when the Issuer is prohibited from purchasing Notes, the Issuer could seek the consent of its lenders to the repurchase of Notes or could attempt to refinance the borrowings that contain such prohibition. If the Issuer does not obtain such consent or repay such borrowings, the Issuer will remain prohibited from repurchasing Notes. In such a case, the Issuer’s failure to repurchase tendered Notes would constitute an Event of Default under the Indenture which would, in turn, likely constitute a default under such other agreements. Certain Covenants—Covenants Set forth below are summaries of certain covenants contained in the Indenture and apply to Parent and its Restricted Subsidiaries. Neither HWP nor HLT Parent are subject to any restrictive covenants under the Indenture. If on any date (i) the Notes have an Investment Grade Rating from either of the Rating Agencies and (ii) no Default has occurred and is continuing under the Indenture, then, beginning on that day and continuing at all times thereafter regardless of any subsequent changes in the rating of the Notes, the covenants specifically listed under the following captions in this “Description of the Exchange Notes” section of this prospectus will no longer be applicable to the Notes: (1) “—Repurchase at the Option of Holders—Asset Sales”; (2) “—Limitation on Restricted Payments”; (3) “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; (s) the granting of a Lien that is permitted under the covenant described above under “—Certain Covenants—Liens”;
(t) the issuance of directors’ qualifying shares and shares issued to foreign nationals as required by applicable law;
(u) any conversions of hotel properties into timeshare or residential properties and the sale or other disposition of assets created in such conversions;
(v) Permitted Intercompany Activities, the Spin-Off Transaction and related transactions;
(w) a Timeshare Disposition; provided, however, that if the net proceeds therefrom (determined in accordance with the definition of “Net Proceeds” as if a Timeshare Disposition were an Asset Sale) are not applied in accordance with(4) clause (17) in the second paragraph of the covenant described under “—Certain Covenants—Limitation on Restricted Payments” within the time period provided for the application of Net Proceeds in the second paragraph of the covenant described under “—Repurchase at the Option of Holders—Asset Sales” (without giving effect to any extensions of such period permitted thereunder in connection with binding commitments), such disposition shall be deemed an Asset Sale, and the Net Proceeds therefrom shall be applied in accordance with the covenant described under “—Repurchase at the Option of Holders—Asset Sales”; and
(x) transfers of property subject to Casualty Events upon receipt of the Net Proceeds of such Casualty Event;provided that any Cash Equivalents received by HWF or any of its Restricted Subsidiaries in respect of such Casualty Event shall be deemed to be Net Proceeds of an Asset Sale, and such Net Proceeds shall be applied in accordance with the covenant described under “—Repurchase at the Option of Holders—Asset Sales”.
In the event that a transaction (or a portion thereof) meets the criteria of a permitted Asset Sale and would also be a permitted Restricted Payment or Permitted Investment, HWF, in its sole discretion, will be entitled to divide and classify such transaction (or a portion thereof) as an Asset Sale and/or one or more the types of permitted Restricted Payments or Permitted Investments.
“Bank Products” means any facilities or services related to cash management, including treasury, depository, overdraft, credit or debit card, purchase card, automatic clearinghouse transfer transactions, controlled disbursements, foreign exchange facilities, stored value cards, merchant services, electronic funds transfer and other cash management arrangements.
“Blackstone Funds” means, individually or collectively, Blackstone Capital Partners V, L.P., BCP V-S L.P., Blackstone Capital Partners V-AC L.P., BCP V Co-Investors L.P., Blackstone Family Investment Partnership V L.P., Blackstone Family Investment Partnership V-SMD L.P. and Blackstone Participation Partnership V L.P.,each a Delaware limited partnership and Blackstone Real Estate Partners International II (AIV) L.P., each an English partnership, Blackstone Real Estate Holdings International II-Q L.P. and Blackstone Family Real Estate Partnership International II-SMD L.P., each an Alberta, Canada limited partnership, Blackstone Real Estate Partners VI L.P., Blackstone Real Estate Holdings VI L.P., Blackstone Real Estate Partners VI.TE.1 L.P., Blackstone Real Estate Partners VI.TE.2 L.P., Blackstone Real Estate Partners (AIV) VI L.P., Blackstone Real Estate Partners VI.F L.P., Blackstone Family Real Estate Partnership VI-SMD L.P. and Blackstone HLT Principal Transaction Partners L.P., each a Delaware limited partnership, and any other investment fund managed by an Affiliate of The Blackstone Group L.P., in each case, or any of their respective successors.
“Business Day” means each day which is not a Legal Holiday.
“Capital Stock” means:
(1) in the case of a corporation, corporate stock or shares in the capital of such corporation;
(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;
(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and
(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person. “Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) prepared in accordance with GAAP;provided that any obligations of HWF or its Restricted Subsidiaries either existing on the Issue Date or created prior to any recharacterization described below (i) that were not included on the consolidated balance sheet of HWF as financing or capital lease obligations and (ii) that are subsequently recharacterized as financing or capital lease obligations or indebtedness due to a change in accounting treatment or otherwise, shall for all purposes under the Indenture (including, without limitation, the calculation of Consolidated Net Income, the Consolidated Total Debt Ratio, the Consolidated Secured Debt Ratio, EBITDA and Fixed Charges) not be treated as financing or capital lease obligations, Capitalized Lease Obligations or Indebtedness.
“Capitalized Software Expenditures” means, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities) by a Person and its Restricted Subsidiaries during such period in respect of licensed or purchased software or internally developed software and software enhancements that, in conformity with GAAP, are or are required to be reflected as capitalized costs on the consolidated balance sheet of a Person and its Restricted Subsidiaries.
“Captive Insurance Subsidiary” means (i) any Subsidiary established by HWF for the primary purpose of insuring the businesses or properties owned or operated by HWF or any of its Subsidiaries or (ii) any Subsidiary of any such insurance subsidiary established for the same primary purpose described in clause (i) above.
“Cash Equivalents” means:
(1) United States dollars;
(2)(a) Canadian dollars, pounds sterling, yen, euros or any national currency of any participating member state of the EMU; or
(b) in such local currencies held by HWF or any Restricted Subsidiary from time to time in the ordinary course of business;
(3) securities issued or directly and fully and unconditionally guaranteed or insured by the U.S. government or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 24 months or less from the date of acquisition;
(4) certificates of deposit, time deposits and eurodollar time deposits with maturities of 24 months or less from the date of acquisition, demand deposits, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any domestic or foreign commercial bank having capital and surplus of not less than $250.0 million in the case of U.S. banks and $100.0 million (or the U.S. Dollar Equivalent as of the date of determination) in the case of non-U.S. banks;
(5) repurchase obligations for underlying securities of the types described in clauses (3), (4), (7) and (8) entered into with any financial institution or recognized securities dealer meeting the qualifications specified in clause (4) above;
(6) commercial paper and variable or fixed rate notes rated at least P-2 by Moody’s or at least A-2 by S&P (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency) and in each case maturing within 24 months after the date of creation thereof;
(7) marketable short-term money market and similar funds having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency);
(8) readily marketable direct obligations issued by any state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof having an Investment Grade Rating
from either Moody’s or S&P (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency) with maturities of 24 months or less from the date of acquisition;
(9) readily marketable direct obligations issued by any foreign government or any political subdivision or public instrumentality thereof, in each case having an Investment Grade Rating from either Moody’s or S&P (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency) with maturities of 24 months or less from the date of acquisition;
(10) Investments with average maturities of 12 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency);
(11) securities with maturities of 12 months or less from the date of acquisition backed by standby letters of credit issued by any financial institution or recognized securities dealer meeting the qualifications specified in clause (4) above;
(12) Indebtedness or Preferred Stock issued by Persons with a rating of “A” or higher from S&P or “A2” or higher from Moody’s with maturities of 24 months or less from the date of acquisition; and
(13) investment funds investing at least 90% of their assets in securities of the types described in clauses (1) through (12) above.
In the case of Investments by any Foreign Subsidiary that is a Restricted Subsidiary or Investments made in a country outside the United States of America, Cash Equivalents shall also include (a) investments of the type and maturity described in clauses (1) through (8) and clauses (10), (11), (12) and (13) above of foreign obligors, which Investments or obligors (or the parents of such obligors) have ratings described in such clauses or equivalent ratings from comparable foreign rating agencies and (b) other short-term investments utilized by Foreign Subsidiaries that are Restricted Subsidiaries in accordance with normal investment practices for cash management in investments analogous to the foregoing investments in clauses (1) through (13) and in this paragraph.
Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (1) and (2) above,providedthat such amounts are converted into any currency listed in clauses (1) and (2) as promptly as practicable and in any event within ten Business Days following the receipt of such amounts.
For the avoidance of doubt, any items identified as Cash Equivalents under this definition will be deemed to be Cash Equivalents for all purposed under the indenture regardless of the treatment of such items under GAAP.
“Casualty Event” means any event that gives rise to the receipt by HWF or any Restricted Subsidiary of any insurance proceeds or condemnation awards in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace or repair such equipment, fixed assets or real property.
“Change of Control” means the occurrence of any of the following after the Issue Date:
(1) the sale, lease, transfer, conveyance or other disposition in one or a series of related transactions (other than by merger, consolidation or amalgamation), of all or substantially all of the assets of HWF and its Subsidiaries, taken as a whole, to any Person other than any Permitted Holder or the Issuer or any Subsidiary Guarantor; or
(2) HWF becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by (A) any Person (other than any Permitted Holder) or (B) Persons (other than any Permitted Holders) that are together a group (within the
meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any such group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of more than 50.0% of the total voting power of the Voting Stock of HWF directly or indirectly through any of its direct or indirect parent holding companies, in each case, other than in connection with any transaction or series of transactions in which HWF shall become the Wholly Owned Subsidiary of a HWF company.
For the avoidance of doubt, PropCo entities and their Subsidiaries and the Timeshare Disposition (individually or in the aggregate) shall be deemed not to constitute all or substantially all of HWF’s properties or assets for the purposes of this definition.
“Change of Control Triggering Event” means the occurrence of a Change of Control, unless (A) a Ratings Improvement has occurred prior to the date of the completion of the transaction constituting the Change of Control or (B) pro forma for the Change of Control, the Consolidated Total Debt Ratio is less than 5.0 to 1.0.
“Consolidated Depreciation and Amortization Expense” means with respect to any Person for any period, the total amount of depreciation and amortization expense and capitalized fees related to any Qualified Securitization Facility of such Person, including the amortization of intangible assets, deferred financing costs, debt issuance costs, commissions, fees and expenses and Capitalized Software Expenditures of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.
“Consolidated Interest Expense” means, with respect to any Person for any period, without duplication, the sum of:
(1) consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (a) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances, (c) non-cash interest payments (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP), (d) the interest component of Capitalized Lease Obligations, and (e) net payments, if any made (less net payments, if any, received), pursuant to interest rate Hedging Obligations with respect to Indebtedness, and excluding (q) annual agency fees paid to the administrative agents and collateral agents under any Credit Facilities, (r) costs associated with obtaining Hedging Obligations, (s) any expense resulting from the discounting of any Indebtedness in connection with the application of recapitalization accounting or purchase accounting, (t) penalties and interest relating to taxes, (u) any Additional Interest and any “additional interest” or “liquidated damages” with respect to other securities for failure to timely comply with registration rights obligations, (v) amortization or expensing of deferred financing fees, amendment and consent fees, debt issuance costs, commissions, fees and expenses and discounted liabilities, (w) any expensing of bridge, commitment and other financing fees and any other fees related to the Spin-Off Transaction or any acquisitions after the Issue Date, (x) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Qualified Securitization Facility, (y) any accretion of accrued interest on discounted liabilities and any prepayment premium or penalty) and (z) interest expense attributable to a parent entity resulting from push-down accounting; plus
(2) consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued; less
(3) interest income of such Person and its Restricted Subsidiaries for such period.
For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by such Person to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.
“Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP;provided, that, without duplication:
(1) any after-tax effect of extraordinary, non-recurring or unusual gains or losses (less all fees and expenses relating thereto), charges or expenses (including relating to the Spin-Off Transaction or any multi-year strategic initiatives), restructuring and duplicative running costs, relocation costs, integration costs, facility consolidation and closing costs, severance costs and expenses, one-time compensation charges, costs relating to pre-opening, opening and conversion costs for facilities, losses, costs or cost inefficiencies related to facility or property disruptions or shutdowns, signing, retention and completion bonuses, costs incurred in connection with any strategic initiatives, transition costs, costs incurred in connection with acquisitions and non-recurring product and intellectual property development, other business optimization expenses (including costs and expenses relating to business optimization programs and new systems design, retention charges, system establishment costs and implementation costs) and operating expenses attributable to the implementation of cost-savings initiatives, and curtailments or modifications to pension and post-retirement employee benefit plans shall be excluded;
(2) the cumulative effect of a change in accounting principles and changes as a result of the adoption or modification of accounting policies during such period shall be excluded;
(3) any net after-tax effect of gains or losses on disposal, abandonment or discontinuance of disposed, abandoned or discontinued operations, as applicable, shall be excluded;
(4) any net after-tax effect of gains or losses (less all fees, expenses and charges relating thereto) attributable to asset dispositions or abandonments or the sale or other disposition of any Capital Stock of any Person other than in the ordinary course of business shall be excluded;
(5) the Net Income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting shall be excluded; provided, that Consolidated Net Income of such Person shall be increased by the amount of dividends or distributions or other payments (other than Excluded Contributions) that are actually paid in cash (or to the extent converted into cash) to such Person or a Restricted Subsidiary thereof in respect of such period;
(6) solely for the purpose of determining the amount available for Restricted Payments under clause (3)(a) of the first paragraph of “—Certain Covenants—Merger, Consolidation or Sale of All or Substantially All Assets”;
(5) “—Transactions with Affiliates”; (6) “—Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries”; and (7) “—Limitation on Guarantees of Indebtedness by Restricted Payments,Subsidiaries.” the Net Income for such period of any If Parent and its Restricted Subsidiary (other than any Guarantor) shall be excludedSubsidiaries are no longer subject to the extentCovenants listed above, the Notes will be entitled to substantially less covenant protection. There can be no assurance that the declarationNotes will ever achieve or payment of dividendsmaintain Investment Grade Rating. Financial Calculations for Limited Condition Acquisitions When calculating the availability under any basket or similar distributions by that Restricted Subsidiary of its Net Income is not atratio under the Indenture, in each case in connection with a Limited Condition Acquisition, the date of determination permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders (other than restrictions in the Notes or the Indenture), unless such restriction with respect to the payment of dividends or similar distributions has been legally waived,provided that Consolidated Net Income of such Person will be increased by the amount of dividendsbasket or other distributions or other payments actually paid in Cash Equivalents (or to the extent converted into Cash Equivalents) to such Person or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein; (7) effects of adjustments (including the effects of such adjustments pushed down to such Personratio and its Restricted Subsidiaries) in such Person’s consolidated financial statements pursuant to GAAP (including in the inventory (including any impact of changes to inventory valuation policy methods, including changes
in capitalization of variances), property and equipment, software, goodwill, intangible assets, in-process research and development, deferred revenue and debt line items thereof) resulting from the application of recapitalization accounting or purchase accounting, as the case may be, in relation to any consummated acquisition or joint venture investment or the amortization or write-off or write-down of any amounts thereof, netDefault or Event of taxes,Default may, at the option of Parent, be the date the definitive agreements for such Limited Condition Acquisition are entered into and such baskets or ratios shall be excluded;
(8) any after-tax effect of income (loss) from the early extinguishment or conversion of (i) Indebtedness, (ii) Hedging Obligations or (iii) other derivative instruments shall be excluded;
(9) any impairment charge or asset write-off or write-down, including impairment charges or asset write-offs or write-downs related to intangible assets, long-lived assets, investments in debt and equity securities and investments recorded using the equity method or as a result of a change in law or regulation, in each case, pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP shall be excluded;
(10) any equity-based or non-cash compensation charge or expense including any such charge or expense arising from grants of stock appreciation or similar rights, stock options, restricted stock, profits interests or other rights or equity- or equity-based incentive programs (“equity incentives”), any one-time cash charges associated with the equity incentives or other long-term incentive compensation plans (including under deferred compensation arrangements of HWF, the Issuer or any of their direct or indirect parent entities or subsidiaries), rollover, acceleration, or payout of Equity Interests by management, other employees or business partners of HWF, the Issuer or any of HWF’s direct or indirect parent companies, shall be excluded;
(11) any fees, expenses or charges incurred during such period, or any amortization thereof for such period, in connection with any acquisition, recapitalization, Investment, Asset Sale, disposition, incurrence or repayment of Indebtedness (including such fees, expenses or charges related to the offering and issuance of the Notes and other securities and the syndication and incurrence of any Credit Facilities), issuance of Equity Interests of HWF or its direct or indirect parent entities, refinancing transaction or amendment or modification of any debt instrument (including any amendment or other modification of the Notes and other securities and any Credit Facilities) and including, in each case, any such transaction consummated on or prior to the Issue Date and any such transaction undertaken but not completed, and any charges or non-recurring merger costs incurred during such period as a result of any such transaction, in each case whether or not successful or consummated (including, for the avoidance of doubt the effects of expensing all transaction related expenses in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic No. 805,Business Combinations), shall be excluded;
(12) accruals and reserves that are established or adjusted within twelve months after the Spin-Off Date that are so required to be established or adjusted as a result of the Spin-Off Transaction (or within twenty four months after the closing of any acquisition that are so required to be established as a result of such acquisition) in accordance with GAAP or changes as a result of modifications of accounting policies shall be excluded;
(13) any expenses, charges or losses to the extent covered by insurance or indemnity and actually reimbursed, or, so long as such Person has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer or indemnifying party and only to the extent that such amount is in fact reimbursed within 365 days of the date of the insurable or indemnifiable event (net of any amount so added back in any prior period to the extent not so reimbursed within the applicable 365-day period), shall be excluded;
(14) any noncash compensation expense resulting from the application of Accounting Standards Codification Topic No. 718,Compensation—Stock Compensation, shall be excluded;
(15) the following items shall be excluded:
(a) any net unrealized gain or loss (after any offset) resulting in such period from Hedging Obligations and the application of Accounting Standards Codification Topic No. 815,Derivatives and Hedging,
(b) any net unrealized gain or loss (after any offset) resulting in such period from currency translation gains or losses including those related to currency remeasurements of Indebtedness (including any net loss or gain resulting from Hedging Obligations for currency exchange risk) and any other foreign currency translation gains and losses, to the extent such gain or losses are non-cash items,
(c) any adjustments resulting for the application of Accounting Standards Codification Topic No. 460,Guarantees, or any comparable regulation,
(d) effects of adjustments to accruals and reserves during a prior period relating to any change in the methodology of calculating reserves for returns, rebates and other chargebacks, and
(e) earn-out, non-compete and contingent consideration obligations (including to the extent accounted for as bonuses or otherwise) and adjustments thereof and purchase price adjustments;
(16) reserves established for the benefit of landlords of leased hotel properties for the acquisition of capitalized assets and equipment at such properties shall be excluded; and
(17) if such Person is treated as a disregarded entity or partnership for U.S. federal, state and/or local income tax purposes for such period or any portion thereof, the amount of distributions actually made to any direct or indirect parent company of such Person in respect of such period in accordance with clause 15(b) of the second paragraph under “—Certain Covenants—Limitation on Restricted Payments” shall be included in calculating Consolidated Net Income as though such amounts had been paid as taxes directly by such Person for such period.
In addition, to the extent not already included in the Consolidated Net Income of such Person and its Restricted Subsidiaries, notwithstanding anything to the contrary in the foregoing, Consolidated Net Income shall include the amount of proceeds received from business interruption insurance and reimbursements of any expenses and charges that are covered by indemnification or other reimbursement provisions in connection with any acquisition, Investment or any sale, conveyance, transfer or other disposition of assets permitted under the Indenture.
Notwithstanding the foregoing, for the purpose of the covenant described under “—Certain Covenants—Limitation on Restricted Payments” only (other than clause (3)(d) of the first paragraph thereof), there shall be excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by HWF and its Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments from HWF and its Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted Investments by HWF or any of its Restricted Subsidiaries, any sale of the stock of an Unrestricted Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments permitted under such covenant pursuant to clause (3)(d) thereof.
“Consolidated Secured Debt Ratio” means, as of any date of determination, the ratio of (1) Consolidated Total Indebtedness of HWF and its Restricted Subsidiaries that is secured by Liens on the property of HWF and its Restricted Subsidiaries as of the end of the most recent fiscal quarter for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur minus Cash Equivalents included on the consolidated balance sheet of HWF as of the end of such most recent fiscal quarter to (2) EBITDA of HWF and its Restricted Subsidiaries for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur, in each casecalculated with such pro forma adjustments to Consolidated Total Indebtedness, Cash Equivalents and EBITDA as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio.
“Consolidated Total Debt Ratio” means, after giving effect to such Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable period for purposes of determining the ability to consummate any such Limited Condition Acquisition (and not for purposes of any datesubsequent availability of determination, the ratio of (1) Consolidated Total Indebtedness of HWFany basket or ratio), and, its Restricted Subsidiaries as of the end of the most recent fiscal quarter for which
internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occurminus Cash Equivalents included on the consolidated balance sheet of HWF as of the end of such most recent fiscal quarter to (2) EBITDA of HWF and its Restricted Subsidiaries for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur, in each case with such pro forma adjustments to Consolidated Total Indebtedness, Cash Equivalents and EBITDA as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio.
“Consolidated Total Indebtedness” means, as at any date of determination, an amount equal to the sum of (1) the aggregate amount of all outstanding Indebtedness of HWF and its Restricted Subsidiaries on a consolidated basis consisting of Indebtedness for borrowed money, Obligations in respect of Capitalized Lease Obligations and debt obligations evidenced by promissory notes and similar instruments, as determined in accordance with GAAP (excluding for the avoidance of doubt, all undrawn amounts(x) if any of such baskets or ratios are exceeded as a result of fluctuations in such basket or ratio (including due to fluctuations in EBITDA of Parent or the target company) subsequent to such date of determination and at or prior to the consummation of the relevant Limited Condition Acquisition, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations for purposes of determining whether the Limited Condition Acquisition and related transactions are permitted under revolving credit facilitiesthe Indenture and letters(y) such baskets or ratios shall not be tested at the time of credit,consummation of such Limited Condition Acquisition or related transactions solely for purposes of determining whether such Limited Condition Acquisition is permitted under the Indenture;provided, however,that if Parent elects to have such determinations occur at the time of entry into such definitive agreement, any such transactions (including any incurrence of Indebtedness and all obligations relatingthe use of proceeds thereof) shall be deemed to Qualified Securitization Facilities)have occurred on the date the definitive agreements are entered and (2)outstanding thereafter for purposes of calculating any usage of baskets or ratios under the aggregate amountIndenture from and including the date of all outstanding Disqualified Stocksuch agreement and before the consummation of HWFsuch Limited Condition Acquisition, unless and all Preferred Stockuntil such Limited Condition Acquisition has been abandoned or such definitive agreement has expired or been terminated prior to consummation thereof.
Limitation on Restricted Payments Parent will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: (I) declare or pay any dividend or make any payment or distribution on account of Parent’s, or any of its Restricted Subsidiaries’, Equity Interests (in each case, solely to a consolidated basis, with the amountholder of Equity Interests in such Person’s capacity as a holder of such Disqualified Stock and Preferred Stock equal to the greater of their respective voluntaryEquity Interests), including any dividend, payment or involuntary liquidation preferences and maximum fixed repurchase prices, in each case determined on a consolidated basis in accordance with GAAP (but excluding the effects of any discounting of Indebtedness resulting from the application of repurchase or purchase accountingdistribution payable in connection with any acquisition);provided, that Consolidated Total Indebtedness shall not include Indebtednessmerger, amalgamation or consolidation other than: (a) dividends and distributions by Parent payable solely in Equity Interests (other than Disqualified Stock) of Parent or in options, warrants or other rights to purchase such Equity Interests; or (b) dividends and distributions by a Restricted Subsidiary so long as, in the case of any dividend, payment or distribution payable on or in respect of (A) any letterclass or series of credit, except to the extentsecurities issued by a Restricted Subsidiary other than a Wholly Owned Subsidiary, Parent or a Restricted Subsidiary receives at least its pro rata share of unreimbursed amounts under standby letterssuch dividend, payment or distribution in accordance with its Equity Interests in such class or series of credit;provided that any unreimbursed amounts under commercial letters of credit shall not be counted as Consolidated Total Indebtedness until three Business Days after such amount is drawn and (B) Hedging Obligations existing on the Issue Datesecurities; (II) purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests of Parent or any direct or indirect parent company of Parent, including any purchase, redemption, defeasance, acquisition or retirement in connection with any merger, amalgamation or consolidation; (III) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value, in each case, prior to any scheduled repayment, sinking fund payment or maturity, any Subordinated Indebtedness, other than: (a) Indebtedness permitted by clause (10)under clauses (7), (8) and (9) of the second paragraph of the covenant described under “—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”. For purposes hereof,; or (b) the purchase, repurchase or other acquisition of Subordinated Indebtedness purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase or acquisition; or (IV) make any Restricted Investment (all such payments and other actions set forth in clauses (I) through (IV) above (other than any exceptions thereto) being collectively referred to as “maximum fixed repurchase priceRestricted Payments”), unless, at the time of anysuch Restricted Payment: (1) no Default shall have occurred and be continuing or would occur as a consequence thereof; (2) immediately after giving effect to such transaction on a pro forma basis, Parent could incur $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” (the “Fixed Charge Coverage Test”);and (3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by Parent and its Restricted Subsidiaries after the 2021 Notes Issue Date (including Restricted Payments permitted by clauses (1), 6(c) and (9) of the next succeeding paragraph (to the extent not deducted in calculating Consolidated Net Income), but excluding all other Restricted Payments permitted by the next succeeding paragraph), is less than the sum of (without duplication): (a) 50% of the Consolidated Net Income of Parent for the period (taken as one accounting period and including the predecessor of Parent) beginning on July 1, 2013 to the end of Parent’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment, or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit; plus (b) 100% of the aggregate net cash proceeds and the fair market value of marketable securities or other property received by Parent or its Restricted Subsidiaries since the 2021 Notes Issue Date (other than net cash proceeds to the extent such net cash proceeds have been used to incur Indebtedness or issue Disqualified Stock or Preferred Stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock or Preferred Stock as if such Disqualified Stock or Preferred Stock were purchased on any date on which Consolidated TotalIndebtedness shall be required to be determined pursuant to the Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock or Preferred Stock, such fair market value shall be determined reasonably and in good faith by HWF. The U.S. Dollar Equivalent principal amount of any Indebtedness denominated in a foreign currency will reflect the currency translation effects, determined in accordance with GAAP, of Hedging Obligations for currency exchange risks with respect to the applicable currency in effect on the date of determinationclause (12)(a) of the U.S. Dollar Equivalent principal amountsecond paragraph of such Indebtedness. “Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent,
(1) to purchase any such primary obligation or any property constituting direct or indirect security therefor;
(2) to advance or supply funds,
(a) for the purchase or payment of any such primary obligation; or
(b) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor; or
(3) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.
“Controlled Investment Affiliate” means, as to any Person, any other Person, other than any Investor, which directly or indirectly is in control of, is controlled by, or is under common control with such Person and is organized by such Person (or any Person controlling such Person) primarily for making direct or indirect equity or debt investments in HWF and/or other companies.
“Credit Agreement” means that certain Credit Agreement, dated on or about the Issue Date, by and among HWF, HLT Parent, Deutsche Bank AG, New York Branch, as administrative agent, and the lenders and other parties party thereto.
“Credit Agreement Amendment” means that certain amendment relating to a term loan extension, dated on or about the Issue Date, by and among HWF, HLT Parent, Deutsche Bank AG, New York Branch, as administrative agent, and the lenders and other parties party thereto, to the Credit Agreement, dated October 25, 2013, by and among HWF, HLT Parent, Deutsche Bank AG New York Branch, as administrative agent, and the lenders and other parties thereto.
“Credit Facilities” means, with respect to HWF or any of its Restricted Subsidiaries, one or more debt facilities, including the Senior Secured Credit Facilities, or other financing arrangements (including, without limitation, commercial paper facilities or indentures) providing for revolving credit loans, term loans, letters of credit or other long-term indebtedness, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements or refundings thereof, in whole or in part, and any indentures or credit facilities or commercial paper facilities that replace, refund, supplement or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding, supplemental or refinancing facility, arrangement or indenture that increases the amount permitted to be borrowed or issued thereunder or alters the maturity thereof (providedthat such increase in borrowings or issuances is permitted under “—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”) from the issue or adds Restricted Subsidiaries as additional borrowers or guarantors thereundersale of:
(i) (A) Equity Interests of Parent, including Treasury Capital Stock (as defined below), but excluding cash proceeds and whether by the same or any other agent, trustee, lender or group of lenders or other holders. “Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.
“Designated Non-cash Consideration” means the fair market value of non-cash considerationmarketable securities or other property received by HWFfrom the sale of:
(x) Equity Interests to any future, present or former employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members) of Parent, any direct or indirect parent company of Parent or any of Parent’s Subsidiaries after the 2021 Notes Issue Date to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of the next succeeding paragraph; and (y) Designated Preferred Stock; and (B) to the extent such net cash proceeds are (or have been) actually contributed to Parent or any of its Restricted Subsidiaries, Equity Interests of Parent or any of Parent’s direct or indirect parent companies (excluding contributions of the proceeds from the sale of Designated Preferred Stock of any such companies or contributions to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of the next succeeding paragraph); or (ii) Indebtedness of Parent or a Restricted Subsidiary that has been converted into or exchanged for such Equity Interests of Parent or a direct or indirect parent company of Parent;provided, that this clause (b) shall not include the proceeds from (W) Refunding Capital Stock (as defined below) applied in connectionaccordance with an Asset Saleclause (2) of the next succeeding paragraph, (X) Equity Interests or convertible debt securities of Parent sold to a Restricted Subsidiary, (Y) Disqualified Stock or debt securities that is so designated as Designated Non-cashConsiderationhave been converted into Disqualified Stock or (Z) Excluded Contributions; plus (c) 100% of the aggregate amount of cash and the fair market value of marketable securities or other property contributed to the capital of Parent or a Restricted Subsidiary or that becomes part of the capital of Parent or a Restricted Subsidiary through consolidation or merger, in each case since the 2021 Notes Issue Date (other than (i) net cash proceeds to the extent such net cash proceeds have been used to incur Indebtedness or issue Disqualified Stock or Preferred Stock pursuant to an Officer’s Certificate, setting forthclause (12)(a) of the basissecond paragraph of “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock,” (ii) contributions by Parent or a Restricted Subsidiary and (iii) any Excluded Contributions); plus (d) 100% of the aggregate amount received in cash and the fair market value of marketable securities or other property received by Parent or any Restricted Subsidiary by means of: (i) the sale or other disposition (other than to Parent or a Restricted Subsidiary) of, or other returns on Investments from, Restricted Investments made by Parent or its Restricted Subsidiaries and repurchases and redemptions of such valuation, executedRestricted Investments from Parent or its Restricted Subsidiaries and repayments of loans or advances, and releases of guarantees, which constitute Restricted Investments made by Parent or its Restricted Subsidiaries, in each case after the principal financial officer2021 Notes Issue Date; or (ii) the sale (other than to Parent or a Restricted Subsidiary) of HWF, less the amountstock of Cash Equivalents receivedan Unrestricted Subsidiary or a dividend or distribution (other than an Excluded Contribution) from an Unrestricted Subsidiary (other than, in connectioneach case, to the extent the Investment in such Unrestricted Subsidiary was made by Parent or a Restricted Subsidiary pursuant to clause (7) of the next succeeding paragraph or to the extent such Investment constituted a Permitted Investment), in each case, after the 2021 Notes Issue Date; plus (e) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary or the merger, amalgamation or consolidation of an Unrestricted Subsidiary into Parent or a Restricted Subsidiary or the transfer of all or substantially all of the assets of an Unrestricted Subsidiary to Parent or a Restricted Subsidiary after the 2021 Notes Issue Date, the fair market value (as determined by Parent in good faith) of the Investment in such Unrestricted Subsidiary (or the assets transferred) at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary or at the time of such merger, amalgamation, consolidation or transfer of assets, other than to the extent the Investment in such Unrestricted Subsidiary was made by Parent or a Restricted Subsidiary pursuant to clause (7) of the next succeeding paragraph or to the extent such Investment constituted a Permitted Investment. The foregoing provisions will not prohibit: (1) the payment of any dividend or other distribution or the consummation of any irrevocable redemption within 60 days after the date of declaration of the dividend or other distribution or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend or other distribution or redemption payment would have complied with the provisions of the Indenture; (2) (a) the redemption, repurchase, defeasance, retirement or other acquisition of any Equity Interests, including any accrued and unpaid dividends thereon (“Treasury Capital Stock”) or Subordinated Indebtedness of Parent or any Restricted Subsidiary or any Equity Interests of any direct or indirect parent company of Parent, in exchange for, or out of the proceeds of the substantially concurrent sale or issuance (other than to a subsequent sale, redemption or repurchaseRestricted Subsidiary) of, or collection or payment on such Designated Non-cash Consideration. “Designated Preferred Stock” means Preferred StockEquity Interests of HWFParent or any direct or indirect parent company thereofof Parent to the extent contributed to Parent (in each case, other than any Disqualified Stock) that is issued for cash(“Refunding Capital Stock”), (b) the declaration and payment of dividends on Treasury Capital Stock out of the proceeds of the substantially concurrent sale or issuance (other than to a Restricted Subsidiary of Parent or to an employee stock ownership plan or any trust established by HWFParent or any of its Subsidiaries) of Refunding Capital Stock, and (c) if, immediately prior to the retirement of Treasury Capital Stock, the declaration and payment of dividends thereon was permitted under clauses (6)(a) or (b) of this paragraph, the declaration and payment of dividends on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which were used to redeem, repurchase, retire or otherwise acquire any Equity Interests of any direct or indirect parent company of Parent) in an aggregate amount per year no greater than the aggregate amount of dividends per annum that were declarable and payable on such Treasury Capital Stock immediately prior to such retirement;
(3) the prepayment, defeasance, redemption, repurchase, exchange or other acquisition or retirement (a) of Subordinated Indebtedness of Parent, the Issuer or a Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of Parent, the Issuer or a Guarantor or Disqualified Stock of Parent, the Issuer or a Guarantor or (b) Disqualified Stock of Parent, the Issuer or a Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, Disqualified Stock of Parent, the Issuer or a Guarantor, that, in each case, is incurred or issued, as applicable, in compliance with “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” so designated as Designated Preferred Stock, pursuant to an Officer’s Certificate executed bylong as: (a) the principal financial officeramount (or accreted value, if applicable) of HWFsuch new Indebtedness or the liquidation preference of such new Disqualified Stock does not exceed the principal amount of (or accreted value, if applicable), plus any accrued and unpaid interest on, the Subordinated Indebtedness or the liquidation preference of, plus any accrued and unpaid dividends on, the Disqualified Stock being so prepaid, defeased, redeemed, repurchased, exchanged, acquired or retired for value, plus the amount of any premium (including tender premium) required to be paid under the terms of the instrument governing the Subordinated Indebtedness or Disqualified Stock being so defeased, redeemed, repurchased, exchanged, acquired or retired, defeasance costs and any fees and expenses incurred in connection with the issuance of such new Indebtedness or Disqualified Stock; (b) such new Indebtedness is subordinated to the Notes or the applicable parent company thereof,Guarantee at least to the same extent as such Subordinated Indebtedness so defeased, redeemed, repurchased, exchanged, acquired or retired; (c) such new Indebtedness or Disqualified Stock has a final scheduled maturity date equal to or later than the case may be, on the issuancefinal scheduled maturity date thereof, the cash proceeds of which are excluded from the calculation set forth in clause (3) of the first paragraph of “—Certain Covenants—Limitation on Restricted Payments.” “Subordinated Indebtedness or Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms, being so defeased, redeemed, repurchased, exchanged, acquired or by the terms of any security into which itretired (or, if earlier, a date that is convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable (other than solely as a result of a changeof control or asset sale) pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than solely as a result of a change of control or asset sale), in whole or in part, in each case prior to the dateleast 91 days after the earlier of the maturity date of the NotesNotes); and
(d) such new Indebtedness or Disqualified Stock has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the Subordinated Indebtedness or Disqualified Stock being so defeased, redeemed, repurchased, exchanged, acquired or retired (or requires no or nominal payments in cash prior to the date that is 91 days after the Notes are no longer outstanding;provided, that if such Capital Stock is issuedmaturity date of the Notes); (4) a Restricted Payment to any planpay for the benefitrepurchase, redemption or other acquisition or retirement for value of employeesEquity Interests (other than Disqualified Stock) of HWFParent or its Subsidiariesany direct or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stocksolely because it may be required to be repurchased by HWF or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations;provided, further, that any Capital Stockindirect parent company of Parent held by any future, currentpresent or formeremployee,former employee, director, officer, managermember of management or consultant (or their respective Controlled Investment Affiliates orImmediateor Immediate Family Members) of HWF,Parent, any of its Subsidiaries or any of its direct or indirect parent companies orany other entity in which HWF or aRestricted Subsidiary has an Investment and is designated in good faith as an “affiliate” by the board of directors of HWF (or the compensation committee thereof), in each case pursuant to any stock subscription or shareholders’ agreement, management equity plan or stock option plan or any other management or employee benefit plan or agreement shall not constitute Disqualified Stock solely because it may be required to be repurchased by HWF or its Subsidiaries or in order to satisfy applicable statutory or regulatory obligations.
“Distribution Agreement” means the Distribution Agreement, to be dated on or prior to the Spin-Off Date, containing substantially the terms described in the Offering Memorandum, by and among HLT Parent, PHRI and HGVI, as amended, supplemented, waived or otherwise modified from time to time in a manner not materially adverse to the holders of the Notes when taken as a whole, as compared to the Distribution Agreement as in effect immediately prior to such amendment, supplement, waiver or modification.
“EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period
(1) increased (without duplication) by the following, in each case (other than with respect to clauses (h) and (k)) to the extent deducted (and not added back) in determining Consolidated Net Income for such period:
(a) (x) provision for taxes based on income or profits or capital, including, without limitation, federal, state, franchise and similar taxes (such as the Delaware franchise tax, the Pennsylvania capital tax, Texas margin tax and provincial capital taxes paid in Canada) and foreign withholding taxes (including any future taxes or other levies which replace or are intended to be in lieu of such taxes and any penalties and interest related to such taxes or arising from tax examinations), (y) if such Person is treated as a disregarded entity or partnership for U.S. federal, state and/or local income tax purposes for such period or any portion thereof, the amount of distributions actually made to any direct or indirect parent company of such Person in respect of such period in accordance with clause 15(b) of the second paragraph under “—Certain Covenants—Limitation on Restricted Payments” and (z) the net tax expense associated with any adjustments made pursuant to clauses (1) through (17) of the definition of “Consolidated Net Income”; plus
(b) Fixed Charges of such Person for such period (including (x) net losses on Hedging Obligations or other derivative instruments entered into for the purpose of hedging interest rate risk, (y) bank fees and other financing fees and (z) costs of surety bonds in connection with financing activities, plus amounts excluded from Consolidated Interest Expense as set forth in clauses (1)(q) through (z) in the definition thereof); plus
(c) Consolidated Depreciation and Amortization Expense of such Person for such period; plus
(d) the amount of any restructuring charges or reserves, equity-based or non-cash compensation charges or expenses including any such charges or expenses arising from grants of stock appreciation or similar rights, stock options, restricted stock or other rights, retention charges (including charges or expenses in respect of incentive plans), start-up or initial costs for any project or new production line, division or new line of business, integration costs or other business optimization expenses or reserves including, without limitation, costs or reserves associated with improvements to IT and accounting functions, integration and facilities opening costs or any one-time costs incurred in connection with acquisitions and Investments and costs related to the closure and/or consolidation of facilities; plus
(e) any other non-cash charges, including any write-offs or write-downs reducing Consolidated Net Income for such period (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, (A) HWF may elect not to add back such non-cash charge in the current period and (B) to the extent HWF elects to add back such non-cash charge, the cash payment in respect thereof in such future period shall be subtracted from EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period); plus
(f) the amount of any non-controlling interest or minority interest expense consisting of Subsidiary income attributable to minority equity interests of third parties in any non-Wholly Owned Subsidiary; plus
(g) the amount of management, monitoring, consulting, advisory fees and other fees (including termination fees) and indemnities and expenses paid or accrued in such period under the Support and Services Agreement (and related agreements or arrangements) or otherwise to the Investors to the extent otherwise permitted under “—Certain Covenants—Transactions with Affiliates”; plus
(h) the amount of “run-rate” cost savings, operating expense reductions and synergies projected by HWF in good faith to result from actions taken, committed to be taken or expected in good faith to be taken no later than twenty four (24) months after the end of such period (calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of such period for which EBITDA is being determined and as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period), net of the amount of actual benefits realized during such period from such actions;provided, that such cost savings and synergies are reasonably identifiable and factually supportable (it is understood and agreed that “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or expected to be taken, net of the amount of actual benefits realized during such period from such actions); plus
(i) the amount of loss or discount on sale of receivables, Securitization Assets and related assets to any Securitization Subsidiary in connection with a Qualified Securitization Facility; plus
(j) any costs or expense incurred by HWF or a parent entity of HWF or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement, or any stock subscription or shareholder agreement (including, for the avoidance of doubt, any principal and interest payable on any Indebtedness incurred or issued by Parent or any direct or indirect parent company of Parent in connection with such repurchase, retirement or other acquisition);provided, that the aggregate amount of Restricted Payments made under this clause (4) do not exceed in any calendar year an amount equal to $150.0 million (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum (without giving effect to the extentfollowing proviso) of $400.0 million in any calendar year); provided, further, that such cost or expenses are funded withamount in any calendar year under this clause may be increased by an amount not to exceed:
(a) the cash proceeds contributed tofrom the capital of HWF or net cash proceeds of an issuancesale of Equity Interest of HWFInterests (other than Disqualified Stock) solelyof Parent and, to the extent that such netcontributed to Parent, the cash proceeds are excluded from the calculation set forth in clause (3)sale of the first paragraph under “—Certain Covenants—Limitation on Restricted Payments”; plus (k) cash receipts (orEquity Interests of any netting arrangements resulting in reduced cash expenditures) not representing EBITDAof Parent’s direct or Consolidated Net Income in any period to the extent non-cash gains relating to such income were deducted in the calculation of EBITDA pursuant to clause (2) below for any previous period and not added back; plus
(l) any net loss from disposed, abandoned or discontinued operations;
(2) decreased (without duplication) by the following,indirect parent companies, in each case to the extent included in determining Consolidated Net Income for such period:
(a) non-cash gains increasing Consolidated Net Incomeany future, present or former employees, directors, officers, members of such Person for such period, excludingmanagement, or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members) of Parent, any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced EBITDA in any prior period and any non-cash gains with respect to cash actually received in a prior period so long as such cash did not increase EBITDA in such prior period; plus
(b) any net income from disposed, abandoned or discontinued operations.
“Employee Matters Agreement” means the Employee Matters Agreement, to be dated on or prior to the Spin-Off Date, by and among HLT Parent, PHRI and HGVI, substantially on the terms described in the Offering Memorandum, as amended, supplemented, waived or otherwise modified from time to time in a manner not
materially adverse to the holders of the Notes when taken as a whole, as compared to the Employee Matters Agreement as in effect immediately prior to such amendment, supplement, waiver or modification.
“EMU” means economic and monetary union as contemplated in the Treaty on European Union.
“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock.
“Equity Offering” means any public or private sale or issuance of common stock or Preferred Stock (excluding Disqualified Stock), of HWFits Subsidiaries or any of its direct or indirect parent companies other than:
(1) public offerings with respectthat occurs after the 2021 Notes Issue Date, to the HWF’sextent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by virtue of clause (3) of the preceding paragraph;plus
(b) the cash proceeds of key man life insurance policies received by Parent or its Restricted Subsidiaries (or any direct or indirect parent company’s common stock registered on Form S-4 or Form S-8;company to the extent contributed to the Parent) after the 2021 Notes Issue Date; less (2) issuances to(c) the amount of any Subsidiary of HWF; and
(3) any such public or private sale or issuance that constitutes an Excluded Contribution.
“Escrow Release Date” means September 22, 2016.
“euro”meansRestricted Payments previously made with the single currency of participating member states of the EMU.
“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.
“Excluded Contribution” means net cash proceeds marketable securities or Qualified Proceeds received by HWF since the Existing Notes Issue Date from:
(1) contributions to its common equity capital;
(2) dividends, distributions, fees and other payments from Unrestricted Subsidiaries and any joint ventures that are not Restricted Subsidiaries; and
(3) the sale (other than to a Subsidiary of HWF or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of HWF) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of HWF,
in each case designated as Excluded Contributions pursuant to an Officer’s Certificate executed by the principal financial officer of HWF, which are (or were) excluded from the calculation set forth in clause (3) of the first paragraph under “—Certain Covenants—Limitation on Restricted Payments.” Notwithstanding the foregoing, an amount equal to the aggregate amount that has been designated prior to the Issue Date as an “Excluded Contribution” for purposes of the Existing Senior Notes pursuant to the Existing Senior Notes Indenture, shall automatically be deemed to be an Excluded Contribution under the Indenture, and such amount shall be excluded from the from the calculation set forth in clause (3) of the first paragraph under “—Certain Covenants—Limitation on Restricted Payments.”
“Existing Notes Escrow Release Date” means October 25, 2013.
“Existing Notes Issue Date” means October 4, 2013.
“Existing Senior Notes” means the aggregate principal amount of HWF’s 5.625% Senior Notes due 2021 outstanding on the Issue Date.
“Existing Senior Notes Indenture” means the Indenture for the Existing Senior Notes, dated as of October 4, 2013, as supplemented, among HWF and Hilton Worldwide Finance Corp., a Delaware corporation, as issuers, the guarantors from time to time party thereto and Wilmington Trust, National Association, as trustee.
“fair market value” means, with respect to any asset or liability, the fair market value of such asset or liability as determined by HWF in good faith.
“Financing Transactions” means the issuance of the Notes and the guarantees thereof on the Issue Date, the Term Loan Extension, the repayment or refinancing of certain Indebtedness as described in the Offering Memorandum,clauses (a) and the payment(b) of any fees or expenses incurred or paid in connection therewith.
“this clause (4); andFixed Charge Coverage Ratioprovided” means, with respect,further, that (i) cancellation of Indebtedness owing to any Person for any period, the ratio of EBITDA of such Person for such period to the Fixed Charges of such Person for such period. In the event that HWFParent or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retiresfrom any future, present or extinguishesformer employees, directors, officers, members of management or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members) of Parent, any Indebtedness (other than Indebtedness incurredof Parent’s direct or repaid underindirect parent companies or any revolving credit facility unlessof Parent’s Restricted Subsidiaries in connection with a repurchase of Equity Interests of Parent or any of its direct or indirect parent companies and (ii) the repurchase of Equity Interests deemed to occur upon the exercise of options, warrants or similar instruments if such Indebtedness has been permanently repaid and has not been replaced)Equity Interests represent all or issues or redeems Disqualified Stock or Preferred Stock subsequent to the commencementa
portion of the period for which the Fixed Charge Coverage Ratio is being calculated but prior toexercise price thereof or simultaneously with the event for which the calculationpayments, in lieu of the Fixed Charge Coverage Ratio is made (the “Fixed Charge Coverage Ratio Calculation Date”)issuance of fractional Equity Interests or withholding to pay other taxes payable in connection therewith, in the case of each of clauses (i) and (ii), thenwill not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provision of the Fixed Charge Coverage Ratio shall be calculated giving pro forma effectIndenture; (5) the declaration and payment of dividends to such incurrence, assumption, guarantee, redemption, repayment, retirementholders of any class or extinguishment of Indebtedness, or such issuance or redemptionseries of Disqualified Stock of Parent or any of its Restricted Subsidiaries or any class or series of Preferred Stock as ifof any Restricted Subsidiary issued in accordance with the same had occurred at the beginning of the applicable four-quarter period; provided, however, that the pro forma calculation of Fixed Charges for purposes of the first paragraphcovenant described under “—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” (and for the purposes of other provisions of the Indenture that refer to such first paragraph) shall not give effect to any Indebtedness being incurred on such date (or on such other subsequent date which would otherwise require pro forma effect to be given to such incurrence) pursuant to the second paragraph under “—Certain Covenants—Limitation on Incurrence of Indebtedness and issuance of Disqualified Stock and Preferred Stock.” For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and discontinued operations (as determined in accordance with GAAP) that have been made by HWF or any of its Restricted Subsidiaries during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Fixed Charge Coverage Ratio Calculation Date shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and discontinued operations (and the change in any associated fixed charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into HWF or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, acquisition, disposition, merger, amalgamation, consolidation or discontinued operation that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger, amalgamation, consolidation or discontinued operation had occurred at the beginning of the applicable four-quarter period.
For purposes of this definition, whenever pro forma effect is to be given to an Investment, acquisition, disposition, merger, amalgamation, consolidation or discontinued operation (including the Spin-Off Transaction), the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of HWF (and may include, for the avoidance of doubt, cost savings, synergies and operating expense reductions resulting from such Investment, acquisition, merger, amalgamation or consolidation (including the Spin-Off Transaction) which is being given pro forma effect that have been or are expected to be realized based on actions taken, committed to be taken or expected in good faith to be taken within 18 months). If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Fixed Charge Coverage Ratio Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of HWF to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period except as set forth in the first paragraph of this definition. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a
prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as HWF may designate.
“Fixed Charges” means, with respect to any Person for any period, the sum of, without duplication:
(1) Consolidated Interest Expense of such Person for such period;
(2) all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Preferred Stock during such period; and
(3) all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Disqualified Stock during such period.
“Foreign Subsidiary” means, with respect to any Person, (1) (A) any Restricted Subsidiary of such Person that is not organized or existing under the laws of the United States, any state thereof or the District of Columbia and (B) any Restricted Subsidiary of such Foreign Subsidiary, and (2) any FSHCO Subsidiary of such Person.
“FSHCO Subsidiary” means, with respect to any Person, any Restricted Subsidiary of such Person substantially all of whose assets consist, directly or indirectly, of Equity Interests and/or Indebtedness of one or more Foreign Subsidiaries, and any other assets incidental thereto.
“GAAP” means (1) generally accepted accounting principles in the United States of America which are in effect on the Issue Date or (2) if elected by HWF by written notice to the Trustee in connection with the delivery of financial statements and information, the accounting standards and interpretations (“IFRS”) adopted by the International Accounting Standard Board, as in effect on the first date of the period for which HWF is makingsuch election;provided, that (a) any such election once made shall be irrevocable, (b) all financial statements and reports required to be provided after such election pursuant to the Indenture shall be prepared on the basis of IFRS, (c) from and after such election, all ratios, computations and other determinations based on GAAP contained in the Indenture shall be computed in conformity with IFRS, (d) in connection with the delivery of financial statements (x) for any of its first three financial quarters of any financial year, it shall restate its consolidated interim financial statements for such interim financial period and the comparable period in the prior year to the extent previously prepared in accordance with GAAP as in effect on the Issue Date and (y) for delivery of audited annual financial information, it shall provide consolidated historical financial statements prepared in accordance with IFRS for the prior most recent fiscal year to the extent previously prepared in accordance with GAAP as in effect on the Issue Date.
“guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations.
“Guarantee” means the guarantee by any Guarantor of the Issuer’s Obligations under the Indenture and the Notes.
“Guarantor” means (i) HLT Parent, (ii) HWF and (iii) each Subsidiary of HWF (other than the Issuer), if any, that Guarantees the Notes in accordance with the terms of the Indenture. On the Escrow Release Date, HLT Parent, HWF and each Restricted Subsidiary that guarantees any Indebtedness of HWF under the Senior Secured Credit Facilities are each a Guarantor.
“Hedging Obligations” means, with respect to any Person, the obligations of such Person under any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, commodity swap agreement, commodity cap agreement, commodity collar agreement, foreign exchange contract, currency swap agreement or similar agreement providing for the transfer, modification or mitigation of interest rate, currency or commodity risks either generally or under specific contingencies.
“HGVI” means Hilton Grand Vacations Inc., a Delaware corporation.
“Holder” means the Person in whose name a Note is registered on the registrar’s books.
“Immediate Family Members” means with respect to any individual, such individual’s child, stepchild, grandchild or more remote descendant, parent, stepparent, grandparent, spouse, former spouse, qualified domestic partner, sibling, mother-in-law, father-in-law, son-in-law and daughter-in-law (including adoptive relationships) and any trust, partnership or other bona fide estate-planning vehicle the only beneficiaries of which are any of the foregoing individuals or any private foundation or fund that is controlled by any of the foregoing individuals or any donor-advised fund of which any such individual is the donor.
“Indebtedness” means, with respect to any Person, without duplication:
(1) any indebtedness (including principal and premium) of such Person, whether or not contingent:
(a) in respect of borrowed money;
(b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without duplication, reimbursement agreements in respect thereof);
(c) representing the balance deferred and unpaid of the purchase price of any property (including Capitalized Lease Obligations), except (i) any such balance that constitutes an obligation in respect of a commercial letter of credit, a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business and (ii) any earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP and is not paid after becoming due and payable; or
(d) representing the net obligations under any Hedging Obligations,
if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP;provided, that Indebtedness of any direct or indirect parent of HWF appearing upon the balance sheet of HWF solely by reason of push-down accounting under GAAP shall be excluded;
(2) to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, the obligations of the type referred to in clause (1) of a third Person (whether or not such items would appear upon the balance sheet of such obligor or guarantor), other than by endorsement of negotiable instruments for collection in the ordinary course of business; and
(3) to the extent not otherwise included, the obligations of the type referred to in clause (1) of a third Person secured by a Lien on any asset owned by such first Person, whether or not such Indebtedness is assumed by such first Person;provided, that the amount of any such Indebtedness will be the lesser of (a) the fair market value of such asset at such date of determination and (b) the amount of such Indebtedness of such third Person;
provided, that notwithstanding the foregoing, Indebtedness shall be deemed not to include (a) Contingent Obligations incurred in the ordinary course of business, or (b) obligations under or in respect of Qualified Securitization Facilities, operating leases or Sale and Lease-Back Transactions (except any resulting Capitalized Lease Obligations);provided, further, that Indebtedness shall be calculated without giving effect to the effects of Financial Accounting Standards Board Accounting Standards Codification Topic No. 815 and related interpretations to the extent such effects would otherwise increase or decrease an amount of Indebtedness for any purpose under the Indenture as a result of accounting for any embedded derivatives created by the terms of such Indebtedness.
“Independent Financial Advisor” means an accounting, appraisal, investment banking firm or consultant to Persons engaged in Similar Businesses of nationally recognized standing that is, in the good faith judgment of HWF, qualified to perform the task for which it has been engaged.
“Initial Purchasers” means the initial purchasers of the Notes on the Issue Date.
“Investment Company Act” means the Investment Company Act of 1940, as amended.
“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or if the applicable securitiesdividends are not then rated by Moody’s or S&P an equivalent rating by any other Rating Agency.
“Investment Grade Securities” means:
(1) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than Cash Equivalents);
(2) debt securities or debt instruments with an Investment Grade Rating, but excluding any debt securities or instruments constituting loans or advances among HWF and its Subsidiaries;
(3) investments in any fund that invests exclusively in investments of the type described in clauses (1) and (2) which fund may also hold immaterial amounts of cash pending investment or distribution; and
(4) corresponding instruments in countries other than the United States customarily utilized for high quality investments.
“Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accountsreceivable, trade credit, advances to customers, commission, travel and similar advances to employees, directors, officers, managers and consultants, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of HWF in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. For purposes of the definition of “Unrestricted Subsidiary”“Fixed Charges”;
(6) (a) the declaration and the covenant described under “—Certain Covenants—Limitation on Restricted Payments”: (1)“Investments” shall include the portion (proportionatepayment of dividends to HWF’s equity interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of HWF at the time that such Subsidiary is designated an Unrestricted Subsidiary; and
(2) any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer.
The amountholders of any Investment outstanding at any time shall be the original costclass or series of such Investment, reduced by any dividend, distribution, interest payment, return of capital, repayment or other amount received in Cash Equivalents by HWF or a Restricted Subsidiary in respect of such Investment.
“Investors” means any of the Blackstone Funds and any of their Affiliates but not including, however, any of its or such Affiliates’ portfolio companies.
“Issue Date” means August 18, 2016.
“Issuer Capitalization” means the transactions which upon consummation thereof will result in HOC holding directly or indirectly all or substantially all of the assets and operations of HWF other than (x) the Ownership Business and (y) the Timeshare Business.
“Legal Holiday” means a Saturday, a Sunday or a day on which commercial banking institutions are not required to be open in the State of New York or at the place of payment in respect of the Notes. If a payment date is on a Legal Holiday, payment will be made on the next succeeding day that is not a Legal Holiday and no interest shall accrue for the intervening period.
“License Agreement” means the License Agreement, to be dated on or prior to the Spin-Off Date, containing substantially the terms described in the Offering Memorandum, by and between HLT Parent and HGVI, as amended, supplemented, waived or otherwise modified from time to time in a manner not materially adverse to the holders of the Notes when taken as a whole, as compared to the License Agreement as in effect immediately prior to such amendment, supplement, waiver or modification.
“Lien” means, with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, charge, security interest, preference, priority or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction;provided, that in no event shall an operating lease be deemed to constitute a Lien.
“Limited Condition Acquisition” means any acquisition, including by way of merger, amalgamation or consolidation, by HWF or one or more of its Restricted Subsidiaries whose consummation is not conditioned upon the availability of, or on obtaining, third party financing;provided that Consolidated Net Income (and any other financial term derived therefrom), other than for purposes of calculating any ratios in connection with the Limited Condition Acquisition, shall not include any Consolidated Net Income of or attributable to the target company or assets associated with any such Limited Condition Acquisition unless and until the closing of such Limited Condition Acquisition shall have actually occurred.
“Management and Franchise Agreements” means, collectively, each hotel management agreement and/or franchise agreement to be entered into by and between HLT Parent and PHRI and/or one or more Subsidiaries of HLT Parent or PHRI, containing substantially the terms described in the Offering Memorandum, pursuant to which HLT Parent and/or its Subsidiaries shall provide management and/or franchise services or licenses in respect of hotels owned or leased by PHRI and/or its Subsidiaries as set forth therein, as amended, supplemented, waived or otherwise modified from time to time in a manner not materially adverse to the holders of the Notes when taken as a whole, as compared to such hotel management agreement and/or franchise agreement as in effect immediately prior to such amendment, supplement, waiver or modification.
“Management Stockholders” means the current and former employees and members of management (and their Controlled Investment Affiliates and Immediate Family Members) of HWF (or its direct or indirect parent entities) who are holders of Equity Interests of any direct or indirect parent companies of HWF on the Issue Date.
“Market Capitalization” means an amount equal to (i) the total number of issued and outstanding shares of common Equity Interests of HWF (or, as the case may be, of a direct or indirect parent entity whose Equity Interests are traded on a securities exchange) on the date of the declaration of a Restricted Payment permitted pursuant to clause (9) of the second paragraph under “—Certain Covenants—Limitation on Restricted Payments” multiplied by (ii) the arithmetic mean of the closing prices per share of such common Equity Interests on the principal securities exchange on which such common Equity Interests are traded for the 30 consecutive trading days immediately preceding the date of declaration of such Restricted Payment.
“Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency business.
“Net Income” means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect ofDesignated Preferred Stock dividends.
“Net Proceeds” means the aggregate Cash Equivalents proceeds received by HWF or any of its Restricted Subsidiaries in respect of any Asset Sale, including any Cash Equivalents received upon the sale or other disposition of any Designated Non-cash Consideration received in any Asset Sale, net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated Non-cash Consideration, including legal, accounting and investment banking fees, payments made in order to obtain a necessary consent or required by
applicable law, and brokerage and sales commissions, any relocation expenses incurred as a result thereof, other fees and expenses, including title and recordation expenses, taxes paid or payable as a result thereof or any transactions occurring or deemed to occur to effectuate a payment under the Indenture (after taking into account any available tax credits or deductions and any tax sharing arrangements), amounts required to be applied to the repayment of principal, premium, if any, and interest on Senior Indebtedness or amounts required to be applied to the repayment of Indebtedness secured by a Lien on such assets and required (other than requiredDisqualified Stock) issued by clause (1) of the second paragraph of “—Repurchase at the Option of Holders—Asset Sales”) to be paid as a result of such transaction and any deduction of appropriate amounts to be provided by HWF or any of its Restricted Subsidiaries as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by HWFParent or any of its Restricted Subsidiaries after such sale or other disposition thereof, including pensionthe 2021 Notes Issue Date;
(b) the declaration and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction. “Obligations” means any principal, interest (including any interest accruing on or subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), premium, penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and banker’s acceptances), damages and other liabilities, and guarantees of payment of dividends to any direct or indirect parent company of Parent, the proceeds of which will be used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) issued by such principal, interest, penalties, fees, indemnifications, reimbursements, damagesparent company after the 2021 Notes Issue Date,providedthat the amount of dividends paid pursuant to this clause (b) shall not exceed the aggregate amount of cash actually contributed to Parent from the sale of such Designated Preferred Stock; or
(c) the declaration and other liabilities,payment of dividends on Refunding Capital Stock that is Preferred Stock in excess of the dividends declarable and payable under the documentation governing any Indebtedness;thereon pursuant to clause (2) of this paragraph;provided, that any of the foregoing (other than principal andinterest) shall no longer constitute “Obligations” after payment in full of such principal and interest except to the extent such obligations are fully liquidated and non-contingent on or prior to such payment in full. “Offering Memorandum” means the confidential offering memorandum, dated August 8, 2016, relating to the initial sale of the Outstanding Notes.
“Officer” means the Chairman of the board of directors, the Chief Executive Officer, the Chief Financial Officer, the Chief Operating Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of HWF or any other officer of HWF designated by any such individuals.
“Officer’s Certificate” means a certificate signed on behalf of a Person by an Officer of such Person that meets the requirements set forth in the Indenture.
“Opinion of Counsel” means a written opinion from legal counsel who is reasonably acceptable to the Trustee. The counsel may be an employee of or counsel to HWF or the Trustee.
“Ownership Business” has the meaning assigned to such term in the Distribution Agreement.
“Parent Company” means any Person so long as such Person directly or indirectly holds 100.0% of the total voting power of the Capital Stock of HWF, and at the time such Person acquired such voting power, no Person and no group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision), including any such group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) (other than a Parent Company or anyPermitted Holder), shall have beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision), directly or indirectly, of 50.0% or more of the total voting power of the Voting Stock of such Person.
“Permitted Asset Swap” means the substantially concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and Cash Equivalents between HWF or any of its Restricted Subsidiaries and another Person;provided, that any Cash Equivalents received must be applied in accordance with the covenant described under “—Repurchase at the Option of Holders—Asset Sales.”
“Permitted Holders” means any of the Investors and Management Stockholders and any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) of which any of the foregoing are members;provided, that in the case of each of (a) and (c) of this clause (6), that for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such group and withoutDesignated Preferred Stock or the declaration of such dividends on Refunding Capital Stock that is Preferred Stock, after giving effect to the existence of such groupissuance or any other group, such Investorsdeclaration on a pro forma basis, Parent and Management Stockholders, collectively, have beneficial ownership of more than 50.0% of the total voting power of the Voting Stock of HWF or any of its direct or indirect parent companies. Any Person or group whose acquisition of beneficial ownership constitutes a Change of Control in respect of which a Change of Control Offer is made in accordance with the requirements of the Indenture will thereafter, together with its Affiliates, constitute an additional Permitted Holder.
“Permitted Intercompany Activities” means any transactions between or among HWF and its Subsidiaries (for the avoidance of doubt, including Unrestricted Subsidiaries) that are entered into in the ordinary course of business of HWF and its Subsidiaries and, in the good faith judgment of HWF are necessary or advisable in connection with the ownership or operation of the business of HWF and its Subsidiaries, including, but not limited to, (i) payroll, cash management, purchasing, insurance and hedging arrangements; (ii) management, technology and licensing arrangements; and (iii) Hilton Honors and similar customer loyalty and rewards programs.
“Permitted Investments” means:
(1) any Investment in HWF or any of its Restricted Subsidiaries;
(2) any Investment in Cash Equivalents or Investment Grade Securities;
(3) any Investment by HWF or any of its Restricted Subsidiaries inon a Person (including,consolidated basis would have had a Fixed Charge Coverage Ratio of at least 2.00 to the extent constituting an Investment, in assets of a Person that represent substantially all of its assets or a division, business unit or product line, including research and development and related assets in respect of any product) that is engaged directly or through entities that will be Restricted Subsidiaries in a Similar Business if as a result of such Investment:
(a) such Person becomes a Restricted Subsidiary; or
(b) such Person, in one transaction or a series of related transactions, is amalgamated, merged or consolidated with or into, or transfers or conveys substantially all of its assets (or such division, business unit or product line) to, or is liquidated into, HWF or a Restricted Subsidiary,
and, in each case, any Investment held by such Person;provided, that such Investment was not acquired by such Person in contemplation of such acquisition, merger, amalgamation, consolidation or transfer;
(4) any Investment in securities or other assets, including earn-outs, not constituting Cash Equivalents or Investment Grade Securities and received in connection with an Asset Sale made pursuant to the first paragraph under “—Repurchase at the Option of Holders—Asset Sales” or any other disposition of assets not constituting an Asset Sale;
(5) any Investment existing on the Existing Notes Issue Date or made pursuant to binding commitments in effect on the Existing Notes Issue Date or an Investment consisting of any extension, modification or renewal of any such Investment or binding commitment existing on the Existing Notes Issue Date;provided, that the amount of any such Investment may be increased in such extension, modification or renewal only (a) as required by the terms of such Investment or binding commitment as in existence on the Existing Notes Issue Date (including as a result of the accrual or accretion of interest or original issue discount or the issuance of pay-in-kind securities) or (b) as otherwise permitted under the Indenture;
(6) any Investment acquired by HWF or any of its Restricted Subsidiaries:
(a) consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business;
(b) in exchange for any other Investment or accounts receivable, endorsements for collection or deposit held by HWF or any such Restricted Subsidiary in connection with or as a result of a
bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable (including any trade creditor or customer); or
(c) in satisfaction of judgments against other Persons; or
(d) as a result of a foreclosure by HWF or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;1.00;
(7) Hedging Obligations permitted under clause (10) of the second paragraph of the covenant describedInvestments in “—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; (8) any Investment in a Similar Business taken together with all other Investments made pursuant to this clause (8) that are at that time outstanding not to exceed the greater of (a) $570.0 million and (b) 4.0% of Total Assets (in each case, determined on the date such Investment is made, with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);provided, however, that if any Investment pursuant to this clause (8) is made in any Person that is not a Restricted Subsidiary of HWF at the date of the making of such Investment and such Person becomes a Restricted Subsidiary after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) above and shall cease to have been made pursuant to this clause (8);
(9) Investments the payment for which consists of Equity Interests (other than Disqualified Stock) of HWF, or any of its direct or indirect parent companies;provided, that such Equity Interests will not increase the amount available for Restricted Payments under clause (3) of the first paragraph under the covenant described in “—Certain Covenants—Limitation on Restricted Payments”;
(10) guarantees of Indebtedness permitted under the covenant described in “—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock,” performance guarantees and Contingent Obligations incurred in the ordinary course of business or consistent with past practice and the creation of Liens on the assets of HWF or any Restricted Subsidiary in compliance with the covenant described under “—Certain Covenants—Liens”;
(11) any transaction to the extent it constitutes an Investment that is permitted by and made in accordance with the provisions of the second paragraph of the covenant described under “—Certain Covenants—Transactions with Affiliates” (except transactions described in clauses (2), (5), (9) and (23) of such paragraph);
(12) Investments consisting of purchases or other acquisitions of inventory, supplies, material or equipment or the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons;
(13) InvestmentsUnrestricted Subsidiaries having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (13)(7) that are at thatthe time outstanding, (withoutwithout giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities)securities (until such proceeds are converted to Cash Equivalents), not to exceed the greater of (a) $570.0(i) $1,000.0 million and (b) 4.0%(ii) 8.0% of Total Assets (in each case, determined onat the datetime of such Investment is made, with(with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);provided, however, that if
(8) payments made or expected to be made by Parent or any Investment pursuant to this clause (13) is made in any Person that is not a Restricted Subsidiary in respect of HWF at the date of the making of such Investment and such Person becomes a Restricted Subsidiary after such date, such investment shall thereafter be deemed to have been made pursuant to clause (1) above and shall cease to have been made pursuant to this clause (13); (14) Investments inwithholding or relating to a Securitization Subsidiary that, in the good faith determination of HWF are necessary or advisable to effect any Qualified Securitization Facility (including any contribution of replacement or substitute assets to such subsidiary) or any repurchase obligation in connection therewith;
(15) advances to, or guarantees of Indebtedness of, employees not in excess of $25.0 million outstanding in the aggregate;
(16) loans and advances to employees, directors, officers, managers and consultants (a) for business-related travel expenses, moving expenses and other similar expenses or payroll advances, in each case incurred in the ordinary course of business or consistent with past practices or (b) to fund such Person’s purchasetaxes payable upon exercise of Equity Interests by any future, present or former employee, director, officer, member of HWFmanagement or consultant (or their respective Controlled Investment Affiliates or Immediate Family Members) of Parent or any Restricted Subsidiary or any direct or indirect parent company thereof;of Parent and any repurchases of Equity Interests deemed to occur upon exercise of stock options, warrants or other equity-based awards if such Equity Interests represent a portion of the exercise price of such options, warrants or awards;
(17) advances, loans(9) the declaration and payment of dividends on, or extensionsthe purchase, redemption, defeasance or other acquisition or retirement for value of, trade creditParent’s common shares (or the payment of dividends to any direct or indirect parent company of Parent to fund a payment of dividends on such company’s common stock or to fund such company’s purchase, redemption, defeasance or other acquisition or retirement for value of such company’s common stock), in an amount not to exceed the sum of (A) up to 6.0% per annum of the amount of net cash proceeds received by or contributed to Parent since the 2021 Notes Issue Date from any public offering of Parent’s common shares or the common stock of any direct or indirect parent company of Parent, other than public offerings with respect to Parent’s common shares or the common stock of any direct or
indirect parent company of Parent registered on FormS-4 or FormS-8 and other than any public sale constituting an Excluded Contribution; and (B) an aggregate amount per annum not to exceed 6.0% of Market Capitalization; (10) Restricted Payments, in an aggregate amount taken together with all other Restricted Payments made pursuant to this clause (10), that are made (a) in an amount equal to the amount of Excluded Contributions received since the 2021 Notes Issue Date or (b) without duplication with clause (a), in an amount equal to the Net Proceeds from an Asset Sale in respect of property or assets acquired after the 2021 Notes Issue Date, if the acquisition of such property or assets was financed with Excluded Contributions; (11)(i) Restricted Payments in an aggregate amount taken together with all other Restricted Payments made pursuant to this clause (11)(i) (in the case of Restricted Investments, at the time outstanding (without giving effect to the sale of an Investment to the extent the proceeds of such sale do not consist of, or have not been subsequently sold or transferred for, Cash Equivalents)) not to exceed the greater of (A) $430.0 million and (B) 3.0% of Total Assets at such time; and (ii) any Restricted Payments, so long as, after giving pro forma effect to the payment of any such Restricted Payment, the Consolidated Total Debt Ratio shall be no greater than 4.00 to 1.00; (12) distributions or payments of Securitization Fees; (13) any Restricted Payment used to fund amounts owed to Affiliates (including dividends to any direct or indirect parent company of Parent to permit payment by such parent company of such amounts), in each case to the extent permitted by the covenant described under “—Transactions with Affiliates”; (14) the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness pursuant to the provisions similar to those described under the captions “—Repurchase at the Option of Holders—Change of Control Triggering Event” and “—Repurchase at the Option of Holders—Asset Sales”;provided, that if the Issuer shall have been required to make a Change of Control Offer or Asset Sale Offer, as applicable, to purchase the Notes on the terms provided in the ordinary courseIndenture applicable to Change of businessControl Offers or consistentAsset Sale Offers, respectively, all Notes validly tendered by Holders of such Notes in connection with past practicea Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed, acquired or retired for value; (15) the declaration and payment of dividends or distributions by HWFParent to, or the making of loans to, any direct or indirect parent company of Parent in amounts required for any direct or indirect parent company of Parent to pay, in each case without duplication: (a) franchise, excise and similar taxes, and other fees and expenses, required to maintain their corporate existence; (b) consolidated, combined or similar foreign, federal, state or local income or similar taxes of a tax group that includes Parent and/or its Subsidiaries and whose common parent is a direct or indirect parent of Parent, to the extent such income or similar taxes are attributable to the income of Parent and its Restricted Subsidiaries or, to the extent of any cash amounts actually received from its Unrestricted Subsidiaries for such purpose, to the income of such Unrestricted Subsidiaries;provided, that in each case the amount of such payments in respect of any fiscal year does not exceed the amount that Parent and/or its Restricted Subsidiaries (and, to the extent permitted above, its Unrestricted Subsidiaries), as applicable, would have been required to pay in respect of the relevant foreign, federal, state or local income or similar taxes for such fiscal year had Parent, its Restricted Subsidiaries and/or its Unrestricted Subsidiaries (to the extent described above), as applicable, (A) paid such taxes separately from any such parent company or (B) if Parent is treated as a disregarded entity or partnership for U.S. federal, state and/or local income tax purposes for such period, were Parent a taxpayer and parent of a consolidated group and had paid such taxes for Parent, its Restricted Subsidiaries and/or its Unrestricted Subsidiaries (to the extent described above); (c) customary salary, bonus and other benefits payable to employees, directors, officers and managers of any direct or indirect parent company of Parent to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of Parent and its Restricted Subsidiaries; (18) any Investment in any Subsidiary or any joint venture in connection with intercompany cash management arrangements or related activities arising in the ordinary course(d) general corporate operating and overhead costs and expenses and listing fees and other costs and expenses attributable to being a publicly traded company of business or consistent with past practice;
(19) Investments consisting of purchases and acquisitions of assets or services in the ordinary course of business or consistent with past practice;
(20) Investments made in the ordinary course of business or consistent with past practice in connection with obtaining, maintaining or renewing client contracts;
(21) Investments in prepaid expenses, negotiable instruments held for collection and lease, utility and workers compensation, performance and similar deposits entered into as a result of the operations of the business in the ordinary course of business or consistent with past practice;
(22) repurchases of Notes or Existing Senior Notes;
(23) Investments in the ordinary course of business or consistent with past practice consisting of Uniform Commercial Code Article 3 endorsements for collection of deposit and Article 4 customary trade arrangements with customers consistent with past practices;
(24) Investments consisting of promissory notes issued by HWF, the Issuer or any Guarantor to future, present or former officers, directors and employees, members of management, or consultants of HWF or any of its Subsidiaries or their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of HWFParent or any direct or indirect parent company of Parent;
(e) fees and expenses other than to Affiliates of Parent related to any unsuccessful equity or debt offering of such parent entity; (f) amounts payable pursuant to (x) the Support and Services Agreement or (y) any of the Transaction Agreements (including, in each case, any amendment thereto or replacement thereof so long as any such amendment or replacement is not materially disadvantageous in the good faith judgment of the board of directors of Parent to the Holders when taken as a whole, as compared to the applicable agreement as in effect immediately prior to such amendment or replacement), solely to the extent such amounts are not paid directly by Parent or its Subsidiaries; (g) cash payments in lieu of issuing fractional shares in connection with the applicableexercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of Parent or any direct or indirect parent company of Parent; (h) to finance Investments that would otherwise be permitted to be made pursuant to this covenant if made by Parent;provided, that (A) such Restricted Payment is a permittedshall be made substantially concurrently with the closing of such Investment, (B) such direct or indirect parent company shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) to be contributed to the capital of Parent or one of its Restricted Subsidiaries or (2) the merger or amalgamation of the Person formed or acquired into Parent or one of its Restricted Subsidiaries (to the extent not prohibited by the covenant described under the caption “—Certain Covenants—Limitation onMerger, Consolidation or Sale of All or Substantially All Assets” below) in order to consummate such Investment, (C) such direct or indirect parent company and its Affiliates (other than Parent or a Restricted Payments”; (25) Investments (including debt obligations and Equity Interests) receivedSubsidiary) receives no consideration or other payment in connection with such transaction except to the bankruptcyextent Parent or reorganizationa Restricted Subsidiary could have given such consideration or made such payment in compliance with the Indenture, (D) any property received by Parent shall not increase amounts available for Restricted Payments pursuant to clause (3) of suppliersthe preceding paragraph and customersI such Investment shall be deemed to be made by Parent or such Restricted Subsidiary pursuant to another provision of this covenant (other than pursuant to clause (10) hereof) or pursuant to the definition of “Permitted Investments” (other than clause (9) thereof); and
(i) amounts that would be permitted to be paid by Parent under clauses (3), (4), (7), (8), (12), (13) and (16) of the covenant described under “—Transactions with Affiliates”;provided, that the amount of any dividend or distribution under this clause (15)(i) to permit such payment shall reduce, without duplication, Consolidated Net Income of Parent to the extent, if any, that such payment would have reduced Consolidated Net Income of Parent if such payment had been made directly by Parent and increase (or, without duplication of any reduction of Consolidated Net Income, decrease) EBITDA to the extent, if any, that Consolidated Net Income is reduced under this clause (15)(i) and such payment would have been added back to (or, to the extent excluded from Consolidated Net Income, would have been deducted from) EBITDA if such payment had been made directly by Parent, in settlementeach case, in the period such payment is made; and (16) the distribution, by dividend or otherwise, of delinquent obligationsshares of Capital Stock of, or other disputesIndebtedness owed to Parent or a Restricted Subsidiary by Unrestricted Subsidiaries (other than Unrestricted Subsidiaries the primary assets of which are cash and/or Cash Equivalents); provided, that at the time of, and after giving effect to, any Restricted Payment permitted under clause (11)(ii) above, no Event of Default shall have occurred and be continuing or would occur as a consequence thereof. For purposes of determining compliance with customers and suppliers arisingthis covenant, in the ordinary courseevent that a proposed Restricted Payment (or a portion thereof) meets the criteria of business clauses (1) through (16) above and/or consistentone or more of the clauses contained in the definition of “Permitted Investments,” or is entitled to be made pursuant to the first paragraph of this covenant, Parent will be entitled to divide or classify or later divide or reclassify (based on circumstances existing on the date of such reclassification) such Restricted Payment (or a portion thereof) between such clauses (1) through (16) and such first paragraph and/or one or more of the clauses contained in the definition of “Permitted Investments,” in any manner that otherwise complies with past practicethis covenant. As of the date of this prospectus, all of Parent’s Subsidiaries are Restricted Subsidiaries. Parent will not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the penultimate sentence of the definition of “Unrestricted Subsidiary.” For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by Parent and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be Restricted Payments in an amount determined as set forth in the penultimate sentence of the definition of “Investments.” Such designation will be permitted only if a Restricted Payment in such amount would be permitted at such time, pursuant to this covenant or uponpursuant to the foreclosuredefinition of “Permitted Investments,” and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Unrestricted Subsidiaries will not be subject to any of the restrictive covenants set forth in the Indenture. For the avoidance of doubt, this covenant shall not restrict the making of any “AHYDO catch up payment” with respect to, any secured Investment or other transfer of title with respect to any secured Investment; (26) Investments (i)and required by the Captive Insurance Subsidiary made in the ordinary courseterms of, its business or consistent with past practice, and (ii) in the Captive Insurance Subsidiary in the ordinary courseany Indebtedness of business or required under statutory or regulatory authority applicable to such Captive Insurance Subsidiary;
(27) Investments made in connection with Permitted Intercompany Activities, the Spin-Off Transaction and related transactions;
(28) Investments in joint ventures of HWFParent or any of its Restricted Subsidiaries existingpermitted to be incurred under the terms of the Indenture.
For the purposes of this covenant, any payment made on or after the Existing2021 Notes Issue Date; (29) Investments in joint ventures of HWF or any of its Restricted Subsidiaries, taken together with all other Investments made pursuant to this clause (29) that are at that time outstanding, not to exceed the greater of (a) $285.0 million and (b) 2.0% of Total Assets (in each case, determined on the date such Investment is made, with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value); and
(30) Investments in an Unrestricted Subsidiary consisting of Equity Interests issued by, or property or assets of, another Unrestricted Subsidiary.
“Permitted Liens” means, with respect to any Person:
(1) pledges, deposits or security by such Person under workmen’s compensation laws, unemployment insurance, employers’ health tax, and other social security laws or similar legislation or other insurance related obligations (including,Date, but not limited to, in respect of deductibles, self-insured retention amounts and premiums and adjustments thereto) or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or U.S. government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case incurred in the ordinary course of business;
(2) Liens imposed by law, such as landlords’, carriers’, warehousemen’s, materialmen’s, repairmen’s and mechanics’ Liens, in each case for sums not yet overdue for a period of more than 45 days or, if more than 45 days overdue, that are unfiled and no other action has been taken to enforce such Lien or that are being contested in good faith by appropriate actions or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;
(3) Liens for taxes, assessments or other governmental charges not yet overdue for a period of more than 30 days or not yet payable or subject to penalties for nonpayment or which are being contested in good faith by appropriate actions diligently conducted, if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;
(4) Liens in favor of issuers of performance, surety, bid, indemnity, warranty, release, appeal or similar bonds or with respect to other regulatory requirements or letters of credit or bankers acceptances issued, and completion guarantees provided for, in each case, issued pursuant to the request of and for the account of such Person in the ordinary course of its business or consistent with past practice prior to the Issue Date;
(5) minor survey exceptions, minor encumbrances, ground leases, easements or reservations of, or rights of others for, licenses, rights-of-way, servitudes, sewers, electric lines, drains, telegraph, telephone and cable television lines and other similar purposes, or zoning, building codes or other restrictions (including minor defects and irregularities in title and similar encumbrances) asDate, shall be deemed to be a “Restricted Payment” to the useextent that such payment would have been a Restricted Payment had the Indenture been in effect at the time of real properties or Liens incidental,such payment (and, to the conductextent that such Restricted Payment was permitted by the first paragraph or clauses (1) through (16) above or as a Permitted Investment, such Restricted Payment may be deemed by Parent to have been made pursuant to such clause).
As of December 31, 2018, the business of such Person orIssuer would have been able to make Restricted Payments in an amount not less than approximately $2.5 billion pursuant to the ownershipfirst paragraph of its properties which were not incurred in connection with Indebtednessthis covenant, and which do notwould have been able to make Restricted Payments in the aggregate materially interfere with the ordinary conductamount of the business of HWF or any of its Restricted Subsidiaries, taken as a whole, and exceptions on title policies insuring liens granted on Mortgaged Properties (as defined in the Senior Secured Credit Facilities); (6) Liens securing Obligations relating to any Indebtedness permitted to be incurredapproximately $1.7 billion pursuant to clause (4), (12), (13), (14), (23) or (25)(10) of the second paragraph under “—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”;this covenant.
provided, that (a) Liens securing Obligations relating to any Indebtedness, Disqualified Stock or Preferred Stock to be incurred pursuant to clause (4) of the second paragraph under “—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” extend only to the assets so purchased, leased or improved; (b) Liens securing Obligations relating to any Indebtedness permitted to be incurred pursuant to clause (13) relate only to Obligations relating to Refinancing Indebtedness that (x) is secured by Liens on the same assets as the assets securing the Refinancing Indebtedness or (y) extends, replaces, refunds, refinances, renews or defeases Indebtedness incurred or Disqualified Stock or Preferred Stock issued under clauses (3), (4) or (12) of the second paragraph under “—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” (c) Liens securing Indebtedness permitted to be incurred pursuant to clause (14) shall only be permitted if such Liens are limited to all or part of the same property or assets, including Capital Stock
(plus improvements, accessions, proceeds or dividends or distributions in respect thereof, or replacements of any thereof) acquired, or of any Person acquired or merged or consolidated with or into HWF or any Restricted Subsidiary, in any transaction to which such Indebtedness relatesParent will not, and (d) Liens securing Indebtedness permitted to be incurred pursuant to clauses (23) and (25) shall only be permitted if such Liens extend only to the assets of Restricted Subsidiaries of HWF that arewill not the Issuer or Guarantors;
(7) Liens existing on the Issue Date (excluding Liens securing the Credit Agreement), including Liens securing any Refinancing Indebtedness of any Indebtedness secured by such Liens;
(8) Liens on property or shares of stock or other assets of a Person at the time such Person becomes a Subsidiary;provided, that such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary;provided, further, that such Liens may not extend to any other property or other assets owned by HWF or any of its Restricted Subsidiaries;
(9) Liens on property or other assets at the time HWF or a Restricted Subsidiary acquired the property or such other assets, including any acquisition by means of a merger, amalgamation or consolidation with or into HWF or any of its Restricted Subsidiaries;provided, that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition, amalgamation, merger or consolidation;provided, further, that the Liens may not extend to any other property owned by HWF or any of its Restricted Subsidiaries;
(10) Liens securing Obligations relating to any Indebtedness or other obligations of a Restricted Subsidiary owing to HWF or another Restricted Subsidiary permitted to be incurred in accordance with the covenant described under “—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”;
(11) Liens securing (x) Hedging Obligations and (y) obligations in respect of Bank Products;
(12) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s accounts payable or similar trade obligations in respect of bankers’ acceptances or documentary letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;
(13) leases, sub-leases, licenses or sub-licenses granted to others in the ordinary course of business which do not materially interfere with the ordinary conduct of the business of HWF orpermit any of its Restricted Subsidiaries taken as a whole,(including the Issuer) to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and do not secure any Indebtedness;
(14) Liens arising from Uniform Commercial Code (or equivalent statute) financing statement filings regarding operating leases or consignments entered into by HWF and its Restricted Subsidiaries in the ordinary course of business or purported Liens evidenced by the filing of precautionary Uniform Commercial Code financing statements or similar public filings;
(15) Liens in favor of HWF, the Issuer or any Subsidiary Guarantor;
(16) Liens on equipment of HWF or any of its Restricted Subsidiaries granted in the ordinary course of businesscollectively, an “incurrence”) with respect to HWF’s or a Restricted Subsidiary’s customers or clients;
(17) Liens on accounts receivable, Securitization Assets and related assets incurred in connection with a Qualified Securitization Facility;
(18) Liens to secure any modification, refinancing, refunding, extension, renewal or replacement (or successive refinancing, refunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by(including Acquired Indebtedness) and Parent will not issue any Lien referred to in the foregoing clauses (6), (7), (8), (9), this clause (18) and clause (40) hereof;provided, that (a) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property) and proceeds and products thereof, and (b) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (i) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (6), (7), (8), (9), this clause (18) and clause (40) hereof at the time the original Lien became a
Permitted Lien under the Indenture, and (ii) an amount necessary to pay any fees and expenses (including original issue discount, upfront fees or similar fees) and premiums (including tender premiums and accrued and unpaid interest), related to such modification, refinancing, refunding, extension, renewal or replacement;
(19) deposits made or other security provided in the ordinary course of business to secure liability to insurance carriers;
(20) Liens securing obligations in an aggregate principal amount outstanding which does not exceed the greater of (a) $285.0 million and (b) 2.0% of Total Assets (in each case, determined as of the date of such incurrence);
(21) security given to a public utility or any municipality or governmental authority when required by such utility or authority in connection with the operations of that Person in the ordinary course of business;
(22) Liens securing judgments for the payment of money not constituting an Event of Default under clause (5) under the caption “—Events of Default and Remedies”;
(23) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;
(24) Liens (a) of a collection bank arising under Section 4-210 of the Uniform Commercial Code or any comparable or successor provision on items in the course of collection, (b) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business, and (c) in favor of banking institutions arising as a matter of law or under general terms and conditions encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;
(25) Liens deemed to exist in connection with Investments in repurchase agreements permitted under “—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuanceshares of Disqualified Stock and Preferred Stock”;
(26) Liens encumbering reasonable customary deposits and margin deposits and similar Liens attachingwill not permit any Restricted Subsidiary to commodity trading accounts or other brokerage accounts incurred in the ordinary courseissue any shares of business and not for speculative purposes;
(27) Liens that are contractual rights of set-off or rights of pledge (a) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (b) relating to pooled deposit or sweep accounts of HWF or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of HWF and its Restricted Subsidiaries or (c) relating to purchase orders and other agreements entered into with customers of HWF or any of its Restricted Subsidiaries in the ordinary course of business;
(28) Liens securing obligations owed by HWFDisqualified Stock or any Restricted Subsidiary that is not the Issuer or a Guarantor to any lender under the Senior Secured Credit Facilities or any Affiliate of such a lender in respect of any overdraft and related liabilities arising from treasury, depository and cash management services or any automated clearing house transfers of funds;
(29) any encumbrance or restriction (including put and call arrangements) with respect to Capital Stock of any joint venture or similar arrangement pursuant to any joint venture or similar agreement;
(30) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale or purchase of goods entered into by HWF or any Restricted Subsidiary in the ordinary course of business;
(31) Liens solely on any cash earnest money deposits made by HWF or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted by the Indenture;
(32) ground leases in respect of real property on which facilities owned or leased by HWF or any of its Subsidiaries are located;
(33) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;
(34) Liens on Capital Stock of an Unrestricted Subsidiaryissue Preferred Stock;provided, that secure Indebtedness or other obligations of such Unrestricted Subsidiary;
(35) Liens on the assets of non-guarantor Restricted Subsidiaries securing Indebtedness of such Subsidiaries that were permitted by the terms of the Indenture to be incurred;
(36) Liens on cash advances in favor of the seller of any property to be acquired in an Investment permitted under the Indenture to be applied against the purchase price for such Investment;
(37) any interest or title of a lessor, sub-lessor, licensor or sub-licensor or secured by a lessor’s, sub-lessor’s, licensor’s or sub-licensor’s interest under leases or licenses entered into by HWF or any of the Restricted Subsidiaries in the ordinary course of business;
(38) (A) deposits of cash with the owner or lessor of premises leased and operated by HWF or any of its Subsidiaries in the ordinary course of business of HWF and such Subsidiary to secure the performance of HWF’s or such Subsidiary’s obligations under the terms of the lease for such premises and (B) Liens with respect to property or assets of HWF and its Restricted Subsidiaries (including accounts receivable or other revenue streams and other rights to payment and any other assets related thereto) in connection with a property manager’s obligations in respect of hotel collection accounts, operating accounts and reserve accounts;
(39) prior to the Escrow Release Date, Liens on escrow property securing the Notes (and the guarantees thereof);
(40) Liens securingParent may incur Indebtedness (including Liens securing any Obligations in respect thereof) permitted to be incurred pursuant to the covenant under the caption “—Certain Covenants—Incurrence of Indebtedness and IssuanceAcquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and any Restricted Subsidiary that is not the Issuer or a Guarantor may issue shares of Preferred Stock” (including, without limitation, Indebtedness incurred under one or more Credit Facilities) so long as after pro forma giving effect to such incurrence and such LiensStock, if the Consolidated Secured DebtFixed Charge Coverage Ratio on a consolidated basis of HWFParent and its Restricted Subsidiaries shall be equal to or less than 5.20 to 1.00Subsidiaries’ for HWF’sthe most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period;provided that the then outstanding aggregate principal amount of Indebtedness (including Acquired Indebtedness), Disqualified Stock and Preferred Stock that may be incurred or issued, as applicable, pursuant to this paragraph (plus any Refinancing Indebtedness in respect thereof) by Restricted Subsidiaries that are not the
Issuer or Guarantors shall not exceed the greater of (i) $605.0 million and (ii) 4.25% of Total Assets (determined on the date of such incurrence). The foregoing limitations will not apply to: (1) Indebtedness incurred pursuant to any Credit Facilities by Parent or any Restricted Subsidiary and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof);providedthat immediately after giving effect to any such incurrence or issuance, the then outstanding aggregate principal amount of all Indebtedness incurred or issued under this clause (1) does not exceed $6,725 million; (2) the incurrence by the Issuer and any Guarantor of Indebtedness represented by the Notes (including any guarantee thereof, but excluding any Additional Notes); (3) Indebtedness of Parent and its Restricted Subsidiaries in existence on the Issue Date (other than Indebtedness described in clauses (1) and (2)); (4) Indebtedness consisting of Capitalized Lease Obligations and Purchase Money Obligations in an aggregate principal amount (together with any Refinancing Indebtedness in respect thereof) not to exceed the greater of (i) $710.0 million and (ii) 5.0% of Total Assets (in each case, determined at the date of incurrence or issuance); so long as such Indebtedness exists at the date of such purchase, lease or improvement, or is created within 365 days thereafter (for the avoidance of doubt, the purchase date for any asset shall be the later of the date of completion of construction or installation and the beginning of the full productive use of such asset); (5) Indebtedness incurred by Parent or any of its Restricted Subsidiaries constituting reimbursement obligations with respect to letters of credit, bank guarantees, banker’s acceptances, warehouse receipts, or similar instruments issued or created in the ordinary course of business, including letters of credit in favor of suppliers or trade creditors or in respect of workers’ compensation claims, performance or surety bonds, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims, performance or surety bonds, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance;provided, that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 45 Business Days following such drawing or incurrence; (6) Indebtedness arising from (a) Permitted Intercompany Activities and (b) agreements of Parent or its Restricted Subsidiaries providing for indemnification, adjustment of purchase price, earnouts or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition;provided, that such Indebtedness is not reflected on the balance sheet of Parent, or any of its Restricted Subsidiaries (Contingent Obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (6)); (7) Indebtedness of Parent to a Restricted Subsidiary;provided, that any such Indebtedness owing to a Restricted Subsidiary that is not the Issuer or a Subsidiary Guarantor is subordinated in right of payment to Parent’s Guarantee of the Notes (for the avoidance of doubt, any such Indebtedness owing to a Restricted Subsidiary that is not the Issuer or a Subsidiary Guarantor shall be deemed to be expressly subordinated in right of payment to Parent’s Guarantee of the Notes unless the terms of such Indebtedness expressly provide otherwise);provided, further, that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to Parent or another Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien) shall be deemed, in each case, to be an incurrence of such Indebtedness (to the extent such Indebtedness is then outstanding) not permitted by this clause (7); (8) Indebtedness of a Restricted Subsidiary to Parent or another Restricted Subsidiary;provided, that if the Issuer or a Subsidiary Guarantor incurs such Indebtedness to a Restricted Subsidiary that is not the Issuer or a Guarantor, such Indebtedness is subordinated in right of payment to the Notes or such Subsidiary Guarantor’s Guarantee of the Notes (for the avoidance of doubt, any such Indebtedness owing to a Restricted Subsidiary that is not the Issuer or a Guarantor shall be deemed to be expressly subordinated in right of payment to the Notes or such Subsidiary Guarantor’s Guarantee of the Notes unless the terms of such Indebtedness expressly provide otherwise);provided, further, that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of any such Indebtedness (except to Parent or another Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien) shall be deemed, in each case, to be an incurrence of such Indebtedness (to the extent such Indebtedness is then outstanding) not permitted by this clause (8); (9) shares of Preferred Stock of a Restricted Subsidiary issued to Parent or another Restricted Subsidiary;provided, that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to Parent or another of its Restricted Subsidiaries or any pledge of such Capital Stock constituting a Permitted Lien) shall be deemed in each case to be an issuance of such shares of Preferred Stock (to the extent such Preferred Stock is then outstanding) not permitted by this clause (9); (10) Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes) for the purpose of limiting interest rate risk with respect to any Indebtedness permitted to be incurred under the Indenture, exchange rate risk or commodity pricing risk; (11) obligations in respect of self-insurance and obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by Parent or any of its Restricted Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent with past practice; (12) (a) Indebtedness or Disqualified Stock of Parent and Indebtedness, Disqualified Stock or Preferred Stock of Parent or any Restricted Subsidiary in an aggregate principal amount or liquidation preference up to 200% of the net cash proceeds received by Parent since the 2021 Notes Issue Date from the issue or sale of Equity Interests of Parent or any direct or indirect parent company of Parent or cash contributed to the capital of Parent (in each case, other than Excluded Contributions, proceeds of Disqualified Stock or sales of Equity Interests to Parent or any of its Subsidiaries) as determined in accordance with clauses (3)(b) and (3)(c) of the first paragraph of “—Limitation on Restricted Payments” to the extent such net cash proceeds or cash have not been applied pursuant to such clauses to make Restricted Payments pursuant to the second paragraph of “—Limitation on Restricted Payments” or to make Permitted Investments specified in clauses (8), (11), (13), (28) or (29) of the definition thereof, and (b) Indebtedness or Disqualified Stock of Parent and Indebtedness, Disqualified Stock or Preferred Stock of Parent or any Restricted Subsidiary in an aggregate principal amount or liquidation preference, which, when aggregated with the principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and incurred pursuant to this clause (12)(b), does not at any time outstanding exceed the greater of (i) $800.0 million and (ii) 4.0% of Total Assets (in each case, determined on the date of such incurrence); it being understood that any Indebtedness, Disqualified Stock or Preferred Stock incurred pursuant to this clause (12)(b) shall cease to be deemed incurred or outstanding for purposes of this clause (12)(b) but shall be deemed incurred for the purposes of the first paragraph of this covenant from and after the first date on which Parent or such Restricted Subsidiary could have incurred such Indebtedness, Disqualified Stock or Preferred Stock under the first paragraph of this covenant without reliance on this clause (12)(b); (13) the incurrence or issuance by Parent or any Restricted Subsidiary of Indebtedness, Disqualified Stock or Preferred Stock which serves to extend, replace, refund, refinance, renew or defease any Indebtedness, Disqualified Stock or Preferred Stock incurred or issued as permitted under the first paragraph of this covenant and clauses (2), (3), (4) and (12)(a) above, this clause (13) and clause (14) below or any Indebtedness, Disqualified Stock or Preferred Stock incurred or issued to so extend, replace, refund, refinance, renew or defease such Indebtedness, Disqualified Stock or Preferred Stock, including, in each case, additional Indebtedness, Disqualified Stock or Preferred Stock incurred to pay premiums (including tender premiums), defeasance costs, and accrued interest, fees and expenses in connection therewith (the “Refinancing Indebtedness”) prior to its respective maturity;provided, that such Refinancing Indebtedness: (a) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being extended, replaced, refunded, refinanced, renewed or defeased (or requires no or nominal payments in cash prior to the date that is 91 days after the maturity date of the Notes); (b) to the extent such Refinancing Indebtedness extends, replaces, refunds, refinances, renews or defeases (i) Indebtedness subordinated in right of payment to the Notes or any Guarantee thereof, such Refinancing Indebtedness is subordinated in right of payment to the Notes or the Guarantee thereof at least to the same extent as the Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased or (ii) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness must be Disqualified Stock or Preferred Stock, respectively; and (c) shall not include: (i) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of Parent that is not the Issuer or a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of Parent; (ii) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of Parent that is not the Issuer or a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or a Subsidiary Guarantor; or (iii) Indebtedness or Disqualified Stock of Parent or Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary that refinances Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary; and,provided, further, that subclause (a) of this clause (13) will not apply to (x) any extension, replacement, refunding, refinancing, renewal or defeasance of any Credit Facilities, Secured Indebtedness or Indebtedness incurred pursuant to clause (4) above or (y) an aggregate amount of Indebtedness not to exceed $1,000.0 million at any time outstanding that otherwise qualifies as “Refinancing Indebtedness;” (14) (a) Indebtedness, Disqualified Stock or Preferred Stock of Parent or a Restricted Subsidiary incurred or issued to finance an acquisition (or other purchase of assets) or (b) Indebtedness, Disqualified Stock or Preferred Stock of Persons that are acquired by Parent or any Restricted Subsidiary or merged into or consolidated with Parent or a Restricted Subsidiary in accordance with the terms of the Indenture;provided, that in the case of clauses (a) and (b), after giving effect to such acquisition, merger, amalgamation or consolidation, (1) the aggregate amount of such Indebtedness does not exceed $100.0 million at any time outstanding or (2) either (x) Parent would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Test set forth in the first paragraph of this covenant or (y) the Fixed Charge Coverage Ratio for Parent and its Restricted Subsidiaries is equal to or greater than immediately prior to such acquisition, merger, amalgamation or consolidation; (15) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; (16) Indebtedness of Parent or any of its Restricted Subsidiaries supported by a letter of credit issued pursuant to the Credit Facilities, in a principal amount not in excess of the stated amount of such letter of credit; (17) (a) any guarantee by Parent or a Restricted Subsidiary of Indebtedness or other obligations of any Restricted Subsidiary so long as the incurrence of such Indebtedness by such Restricted Subsidiary is permitted under the terms of the Indenture, and (b) any guarantee by a Restricted Subsidiary of Indebtedness or other obligations of Parent so long as the incurrence of such Indebtedness by such Restricted Subsidiary is permitted under the terms of the Indenture; (18) (a) Indebtedness consisting of Indebtedness issued by Parent or any of its Restricted Subsidiaries to future, present or former employees, directors, officers, managers and consultants thereof, their respective Controlled Investment Affiliates or Immediate Family Members, in each case to finance the purchase or redemption of Equity Interests of Parent or any direct or indirect parent company of Parent to the extent described in clause (4) of the second paragraph under the caption “—Limitation on Restricted Payments” and (b) Indebtedness representing deferred compensation to employees of Parent (or any direct or indirect parent thereof) or any of its Restricted Subsidiaries incurred in the ordinary course of business; (19) to the extent constituting Indebtedness, customer deposits and advance payments (including progress premiums) received in the ordinary course of business from customers for goods and services purchased in the ordinary course of business; (20) (a) Indebtedness owed on a short-term basis of no longer than 30 days to banks and other financial institutions incurred in the ordinary course of business of Parent and its Restricted Subsidiaries with such banks or financial institutions that arises in connection with ordinary banking arrangements to manage cash balances of Parent and its Restricted Subsidiaries and (b) Indebtedness in respect of Bank Products; (21) Indebtedness incurred by a Restricted Subsidiary in connection with bankers’ acceptances, discounted bills of exchange or the discounting or factoring of receivables or payables for credit management purposes, in each case incurred or undertaken consistent with past practice or in the ordinary course of business on arm’s length commercial terms; (22) Indebtedness of Parent or any of its Restricted Subsidiaries consisting of (a) the financing of insurance premiums or(b) take-or-pay obligations contained in supply arrangements, in each case incurred in the ordinary course of business; (23) the incurrence of Indebtedness of Restricted Subsidiaries of Parent that are not the Issuer or Subsidiary Guarantors in an amount at any one time outstanding under this clause (23) not to exceed together with any other Indebtedness incurred under this clause (23) the greater of (i) $285.0 million and (ii) 2.0% of Total Assets (in each case, determined on the date of such incurrence); it being understood that any Indebtedness deemed incurred pursuant to this clause (23) shall cease to be deemed incurred or outstanding for purposes of this clause (23) but shall be deemed incurred for the purposes of the first paragraph of this covenant from and after the first date on which Parent or such Restricted Subsidiaries could have incurred such Indebtedness under the first paragraph of this covenant without reliance on this clause (23); (24) Indebtedness of Parent or any of its Restricted Subsidiaries undertaken in connection with cash management and related activities with respect to any Subsidiary or joint venture in the ordinary course of business; (25) Indebtedness of Foreign Subsidiaries of Parent in an amount not to exceed, at any one time outstanding and together with any other Indebtedness incurred under this clause (25), 10.0% of the total assets of the Foreign Subsidiaries on a consolidated basis as shown on Parent’s most recent balance sheet (it being understood that any Indebtedness incurred pursuant to this clause (25) shall cease to be deemed incurred or outstanding for purposes of this clause (25) but shall be deemed incurred for the purposes of the first paragraph of this covenant from and after the first date on which Parent or its Restricted Subsidiaries could have incurred such Indebtedness under the first paragraph of this covenant without reliance on this clause (25)); and (26) Indebtedness incurred by Parent or any of the Restricted Subsidiaries to the extent that the net proceeds thereof are deposited with the Trustee at or promptly after the funding of such Indebtedness to satisfy and discharge the Notes or exercise the Issuer’s legal defeasance or covenant defeasance option as described under “—Legal Defeasance and Covenant Defeasance,” in each case, in accordance with the Indenture. For purposes of determining compliance with this covenant: (1) in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) meets the criteria of more than one of the categories of permitted Indebtedness, Disqualified Stock or Preferred Stock described in clauses (1) through (26) above or is entitled to be incurred pursuant to the first paragraph of this covenant, Parent, in its sole discretion, may classify or reclassify such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) and will only be required to include the amount and type of such Indebtedness, Disqualified Stock or Preferred Stock in one of the above clauses or under the first paragraph of this covenant;provided, that all Indebtedness outstanding under the Senior Secured Credit Facilities on the Issue Date will be treated as incurred on the Issue Date under clause (1) of the second paragraph above; and (2) Parent will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in the first and second paragraphs above. Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount and the payment of interest or dividends in the form of additional Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, of the same class will not be deemed to be an incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this covenant. Any Refinancing Indebtedness and any Indebtedness permitted to be incurred under the Indenture to refinance Indebtedness incurred pursuant to clauses (1) and (12)(b) above shall be deemed to include additional Indebtedness, Disqualified Stock or Preferred Stock incurred to pay premiums (including tender premiums), defeasance costs, fees and expenses in connection with such refinancing. For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. Dollar Equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt;provided, that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed (a) the principal amount of such Indebtedness being refinanced plus (b) the aggregate amount of fees, underwriting discounts, premiums (including tender premiums) and other costs and expenses (including original issue discount, upfront fees or similar fees) incurred in connection with such refinancing. The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing. The Indenture provides that Parent will not, and will not permit the Issuer or any Subsidiary Guarantor to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) that is contractually subordinated or junior in right of payment to any Indebtedness of Parent, the Issuer or such Guarantor, as the case may be, unless such Indebtedness is expressly subordinated in right of payment to the Notes or such Guarantor’s Guarantee to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of Parent, the Issuer or such Guarantor, as the case may be. The Indenture does not treat (1) unsecured Indebtedness as subordinated or junior to Secured Indebtedness merely because it is unsecured or (2) Indebtedness as subordinated or junior to any other Indebtedness merely because it has a junior priority with respect to the same collateral or because it is guaranteed by other obligors. Liens Parent will not, and will not permit the Issuer or any Subsidiary Guarantor to, directly or indirectly, create, incur, assume or suffer to exist any Lien (except Permitted Liens) that secures Obligations under any Indebtedness or any related guarantee of Indebtedness, on any asset or property of Parent, the Issuer or any Subsidiary Guarantor, or any income or profits therefrom, or assign or convey any right to receive income therefrom, unless: (1) in the case of Liens securing Subordinated Indebtedness, the Notes and related Guarantees are secured by a Lien on such property, assets or proceeds that is incurred;senior in priority to such Liens; and (41)(2) in all other cases, the Notes or the Guarantees are equally and ratably secured, except that the foregoing shall not apply to or restrict Liens securing obligations in respect of (x)the Notes and the related guarantees.
Any Lien created for the benefit of the Holders of the Notes pursuant to this covenant shall be deemed automatically and unconditionally released and discharged upon the release and discharge of each of the Liens described in clauses (1) and (2) above. Merger, Consolidation or Sale of All or Substantially All Assets Parent and the Issuer. Neither Parent nor the Issuer may consolidate or merge with or into or wind up into (whether or not Parent or the Issuer, as applicable, is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless: (1) Parent or the Issuer, as the case may be, is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than Parent or the Issuer, as applicable) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made, is a Person organized or existing under the laws of the jurisidiction of organization of Parent or the Issuer, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Person, as the case may be, being herein called the “Successor Company”); provided, that in the case where the surviving Person is not a corporation, aco-obligor of the Notes is a corporation; (2) the Successor Company, if other than Parent or the Issuer, as the case may be, expressly assumes all the obligations of Parent or the Issuer, as the case may be, under the Indenture, the Notes and the Registration Rights Agreement (if the exchange offer contemplated therein has not been consummated) pursuant to supplemental indentures or other documents or instruments; (3) immediately after such transaction, no Default exists; (4) immediately after giving pro forma effect to such transaction and any related financing transactions, as if such transactions had occurred at the beginning of the applicable four-quarter period, (a) the Successor Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Test, or (b) the Fixed Charge Coverage Ratio for the Successor Company and its Restricted Subsidiaries would be equal to or greater than the Fixed Charge Coverage Ratio for Parent and its Restricted Subsidiaries immediately prior to such transaction; (5) each Guarantor, unless it is the other party to the transactions described above, in which case clause (1)(b) of the third succeeding paragraph shall apply, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under the Indenture, the Notes and the Registration Rights Agreement; and (6) Parent or the Issuer, as the case may be, or, if applicable, the Successor Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with the Indenture. The Successor Company will succeed to, and be substituted for, Parent or the Issuer, as the case may be, under the Indenture, the Guarantees and the Notes, as applicable, and Parent or the Issuer, as the case may be, will automatically be released and discharged from its obligations under the Indenture, the Guarantees and the Notes. Notwithstanding the immediately preceding clauses (3) and (4): (1) any Restricted Subsidiary may consolidate or amalgamate with or merge with or into or transfer all or part of its properties and assets to Parent, the Issuer or a Subsidiary Guarantor; and (2) Parent or the Issuer, as the case may be, may merge with an Affiliate of Parent or the Issuer, as applicable, solely for the purpose of reincorporating Parent or the Issuer, as the case may be, in the United States, any state thereof, the District of Columbia or any territory thereof so long as the amount of Indebtedness of Parent and its Restricted Subsidiaries is not increased thereby. Subsidiary Guarantors. Subject to certain limitations described in the Indenture governing the release of a Guarantee upon the sale, disposition or transfer of a Subsidiary Guarantor, no Subsidiary Guarantor will, and the Issuer will not permit any Subsidiary Guarantor to, consolidate or merge with or into or wind up into (whether or not such Subsidiary Guarantor is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless: (1) (a) such Guarantor is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a Person organized or existing under the laws of the jurisdiction of organization of such Guarantor, as applicable, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such surviving Guarantor or such Person, as the case may be, being herein called the “Successor Person”); (b) the Successor Person, if other than such Guarantor, expressly assumes all the obligations of such Guarantor under the Indenture and such Guarantor’s related Guarantee pursuant to supplemental indentures or other documents or instruments; (c) immediately after such transaction, no Default exists; and (d) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with the Indenture; or (2) the transaction is made in compliance with the first paragraph of the covenant described under “—Repurchase at the Option of Holders—Asset Sales”; or (3) in the case of assets consisting of Equity Interests of Subsidiaries that are not Guarantors, such Equity Interests are sold, assigned, transferred, leased, conveyed or otherwise disposed of to one or more Restricted Subsidiaries. Subject to certain limitations described in the Indenture, the Successor Person will succeed to, and be substituted for, such Guarantor under the Indenture and such Guarantor’s Guarantee. Notwithstanding the foregoing, any Subsidiary Guarantor may (1) merge or consolidate with or into, wind up into or transfer all or part of its properties and assets to another Subsidiary Guarantor, Parent or the Issuer, (2) merge with an Affiliate of Parent solely for the purpose of reorganizing the Subsidiary Guarantor in the United States, any state thereof, the District of Columbia or any territory thereof, (3) convert into a corporation, partnership, limited partnership, limited liability company or trust organized or existing under the laws of the jurisdiction of organization of such Subsidiary Guarantor or (4) liquidate or dissolve or change its legal form if Parent determines in good faith that such action is in the best interests of Parent, in each case, without regard to the requirements set forth in the preceding paragraph. Each of HWP and HLT Parent may merge with an Affiliate of the Issuer solely for the purpose of reincorporating or reorganizing HWP or HLT Parent, as the case may be, in the United States, any state thereof, the District of Columbia or any territory thereof. Notwithstanding anything to the contrary in this “Merger, Consolidation or Sale of All or Substantially All Assets” covenant, the Issuer may contribute or transfer the Capital Stock of any or all of its Subsidiaries to any Subsidiary Guarantor. Transactions with Affiliates Parent will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of Parent (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $50.0 million, unless: (1) such Affiliate Transaction is on terms that are not materially less favorable to Parent or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by Parent or such Restricted Subsidiary with an unrelated Person on anarm’s-length basis; and (2) Parent delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $75.0 million, a resolution adopted by the majority of the board of directors of Parent approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (1) above. The foregoing provisions will not apply to the following: (1) transactions between or among Parent or any of its Restricted Subsidiaries; (2) Restricted Payments permitted by the provisions of the Indenture described above under the covenant “—Limitation on Restricted Payments” and the definition of “Permitted Investments”; (3)(A) the payment of management, consulting, monitoring, transaction, advisory and other Obligationsfees, indemnities and expenses pursuant to the Support and Services Agreement (plus any unpaid management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses accrued in any prior year) and any termination fees pursuant to the Support and Services Agreement and (B) transactions pursuant to the Transaction Agreements, or, in the case of each of (A) and (B), any amendment thereto or replacement thereof so long as any such amendment or replacement is not materially disadvantageous in the good faith judgment of the board of directors of Parent to the Holders when taken as a whole, as compared to the applicable agreement as in effect immediately prior to such amendment or replacement; (4) (A) employment agreements, employee benefit and incentive compensation plans and arrangements and (B) the payment of reasonable and customary fees and compensation paid to, and indemnities and reimbursements and employment and severance arrangements provided on behalf of or for the benefit of, current or former employees, directors, officers, managers or consultants of Parent, any of its direct or indirect parent companies or any of its Restricted Subsidiaries; (5) transactions in which Parent or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to Parent or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable, when taken as a whole, to Parent or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by Parent or such Restricted Subsidiary with an unrelated Person on anarm’s-length basis; (6) any agreement or arrangement as in effect as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous in any material respect in the good faith judgment of Parent to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date); (7) the existence of, or the performance by Parent or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it (or any parent company of Parent) is a party as of the Issue Date and any similar agreements which it (or any parent company of Parent) may enter into thereafter;provided, that the existence of, or the performance by Parent or any of its Restricted Subsidiaries (or such parent company) of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this clause (7) to be incurred under Credit Facilities, includingthe extent that the terms of any lettersuch amendment or new agreement are not otherwise disadvantageous in any material respect in the good faith judgment of credit facility relating thereto,Parent to the Holders when taken as a whole; (8) theSpin-Off Transaction and the payment of all fees and expenses related thereto; (9) transactions with customers, clients, suppliers, contractors, joint venture partners or purchasers or sellers of goods or services that was permitted byare Affiliates (including hotel management or franchise agreements entered into with any of the foregoing), in each case in the ordinary course of business or that are consistent with past practice and otherwise in compliance with the terms of the Indenture which are fair to Parent and its Restricted Subsidiaries, in the reasonable determination of Parent, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (10) the issuance or transfer of Equity Interests (other than Disqualified Stock) of Parent to any direct or indirect parent company of Parent or to any Permitted Holder or to any employee, director, officer, manager or consultant (or their respective Affiliates or Immediate Family Members) of Parent, any of its direct or indirect parent companies or any of its Restricted Subsidiaries; (11) sales of accounts receivable, or participations therein, or Securitization Assets or related assets in connection with any Qualified Securitization Facility; (12) payments by Parent or any of its Restricted Subsidiaries to any of the Investors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which payments are approved by Parent in good faith; (13) payments and Indebtedness and Disqualified Stock (and cancellation of any thereof) of Parent and its Restricted Subsidiaries and Preferred Stock (and cancellation of any thereof) of any Restricted Subsidiary to any future, current or former employee, director, officer, manager or consultant (or their respective Controlled Investment Affiliates or Immediate Family Members) of Parent, any of its Subsidiaries or any of its direct or indirect parent companies pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement that are, in each case, approved by Parent in good faith; and any employment agreements, stock option plans and other compensatory arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or arrangements with any such employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members) that are, in each case, approved by Parent in good faith; (14) (i) investments by Permitted Holders in securities or loans of Parent or any of its Restricted Subsidiaries (and payment of reasonableout-of-pocket expenses incurred by such Permitted Holders in connection therewith) so long as the investment is being offered by Parent or such Restricted Subsidiary generally to other investors on the same or more favorable terms, and (ii) payments to Permitted Holders in respect of securities or loans of Parent or any of its Restricted Subsidiaries contemplated in the foregoing subclause (i) or that were acquired from Persons other than Parent and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities or loans; (15) payments to or from, and transactions with, any joint venture in the ordinary course of business or consistent with past practice (including, without limitation, any cash management activities related thereto); (16) payments by Parent (and any direct or indirect parent company thereof) and its Subsidiaries pursuant to tax sharing agreements among Parent (and any such parent company) and its Subsidiaries, to the extent such payments are permitted under clause (15)(b) of the second paragraph under the caption “—Limitation on Restricted Payments”; (17) any lease entered into between Parent or any Restricted Subsidiary, as lessee, and any Affiliate of Parent, as lessor, which is approved by Parent in good faith; (18) intellectual property licenses in the ordinary course of business; (19) all payments to HLT Parent otherwise permitted under the Indenture; (20) the payment of reasonableout-of-pocket costs and expenses relating to registration rights and indemnities provided to stockholders of Parent or any direct or indirect parent thereof pursuant to the stockholders, registration rights or similar agreements; (21) the pledge of Equity Interests of any Unrestricted Subsidiary to lenders to support the Indebtedness of such Unrestricted Subsidiary owed to such lenders; (22) Permitted Intercompany Activities and related transactions; and (23) any transactions with any Subsidiary or a joint venture or similar entity which would constitute an Affiliate Transaction solely because Parent or its Restricted Subsidiary owns an equity interest or otherwise controls such Subsidiary, joint venture or similar entity. Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries Parent will not, and will not permit any of its Restricted Subsidiaries that is not the Issuer or a Guarantor to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: (1) (a) pay dividends or make any other distributions to Parent or any of its Restricted Subsidiaries that is the Issuer or a Guarantor on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness owed to Parent or any of its Restricted Subsidiaries that is the Issuer or a Guarantor; (2) make loans or advances to Parent or any of its Restricted Subsidiaries that is the Issuer or a Guarantor; or (3) sell, lease or transfer any of its properties or assets to Parent or any of its Restricted Subsidiaries that is the Issuer or a Guarantor, except (in each case) for such encumbrances or restrictions existing under or by reason of: (a) contractual encumbrances or restrictions in effect on the Issue Date, including pursuant to Hedging Obligations and the related documentation, and contractual encumbrances or restrictions in effect on the Issue Date pursuant to the Senior Secured Credit Facilities, the Existing Senior Notes, the Existing Senior Notes Indentures and the guarantees thereof; (b) the Indenture, the Notes and the guarantees thereof; (c) purchase money obligations for property acquired in the ordinary course of business and capital lease obligations that impose restrictions of the nature discussed in clause (3) above on the property so acquired; (d) applicable law or any applicable rule, regulation or order; (e) (i) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary or the merger, amalgamation or consolidation of an Unrestricted Subsidiary into Parent or a Restricted Subsidiary or the transfer of all or substantially all of the assets of an Unrestricted Subsidiary to Parent or a Restricted Subsidiary, any agreement or other instrument of such Unrestricted Subsidiary in existence at the time of such redesignation (but, in any such case, not created in contemplation thereof) and (ii) any agreement or other instrument of a Person acquired by or merged or consolidated with or into Parent or any of its Restricted Subsidiaries in existence at the time of such acquisition or at the time it merges with or into Parent or any of its Restricted Subsidiaries or assumed in connection with the acquisition of assets from such Person (but, in any such case, not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person so acquired and its Subsidiaries, or the property or assets of the Person so acquired and its Subsidiaries or the property or assets so acquired; (f) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Parent pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; (g) Secured Indebtedness otherwise permitted to be incurred pursuant to clause (1) of the second paragraphcovenants described under “—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” and (y) obligations“—Liens” that limit the right of HWFthe debtor to dispose of the assets securing such Indebtedness; (h) restrictions on cash or other deposits or net worth imposed by suppliers, customers or landlords under contracts entered into in the ordinary course of business or arising in connection with any Subsidiary in respectPermitted Liens; (i) other Indebtedness, Disqualified Stock or Preferred Stock of any Bank ProductsRestricted Subsidiaries that are not the Issuer or Hedging Obligation provided by any lender partyGuarantors permitted to any Credit Facility or any Affiliate of such lender (or any Person that was a lender or an Affiliate of a lender atbe incurred subsequent to the time the applicable agreementsIssue Date pursuant to the provisions of the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; (j) customary provisions in joint venture agreements and other similar agreements or arrangements relating to such joint venture; (k) customary provisions contained in leases,sub-leases, licenses,sub-licenses or similar agreements, including with respect to intellectual property and other agreements, in each case, entered into in the ordinary course of business; (l) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which such Bank Products are provided were entered into); and (42) Liens on any funds or securities held in escrow accounts established for the purpose of holding proceeds from issuances of debt securities by HWFParent or any of its Restricted Subsidiaries issued after the Issue Date, together with any additional funds required in order to fund any mandatory redemption or sinking fund payment on such debt securities within 180 days of their issuance;provided that such Liens do not extend to any assets other than such proceeds and such additional funds.
For purposes of this definition, the term “Indebtedness” shall be deemed to include interest on such Indebtedness.
“Person” means any individual, corporation, limited liability company, partnership (includingis a limited partnership), joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.
“PHRI” means Park Hotels & Resorts Inc., a Delaware corporation.
“Preferred Stock” means any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution, or winding up.
“PropCo” means the entities which, as of the Existing Notes Escrow Release Date, owned the following hotels located in the U.S. (or Capital Stock of entities that own such hotels): (i) Pointe Hilton Squaw Peak Resort (Phoenix, AZ); (ii) DoubleTree Hotel San Jose (San Jose, CA); (iii) Hilton Garden Inn LAX/El Segundo (El Segundo, CA); (iv) Hilton San Francisco Union Square (San Francisco, CA); (v) Embassy Suites Washington D.C. (Washington, D.C.); (vi) Hilton Miami Airport (Miami, FL); (vii) Hilton Orlando Lake Buena Vista (Orlando, FL); (viii) Hilton Atlanta Airport (Atlanta, GA); (ix) Hilton Hawaiian Village Beach Resort & Spa (Honolulu, HI); (x) Hilton Waikoloa Village (Waikoloa, HI); (xi) Hilton Chicago (Chicago, IL); (xii) Hilton Garden Inn Chicago/Oak Brook (Oakbrook Terrace, IL); (xiii) Hilton Suites Chicago/Oak Brook (Oakbrook Terrace, IL); (xiv) Hilton New Orleans Airport (Kenner, LA); (xv) Hilton New Orleans Riverside (New Orleans, LA); (xvi) Hilton Boston Logan Airport (Boston, MA); (xvii) Hilton Short Hills (Short Hills, NJ); (xviii) Hilton New York (New York, NY); (xix) The Waldorf=Astoria New York (New York, NY); (xx) Caribe Hilton (San Juan, PR); (xxi) Hampton Inn & Suites Memphis—Shady Grove (Memphis, TN); (xxii) DoubleTree Hotel Crystal City—National Airport (Arlington, VA); (xxiii) Hilton McLean Tysons Corner (McLean, VA); and (xxiv) Hilton Seattle Airport & Conference Center (Seattle, WA).
“Purchase Agreement” means that certain purchase agreement dated August 8, 2016 by and among the Escrow Issuers, HLT Parent and the initial purchasers party thereto relating to the issue and sale of the Notes.
“Purchase Money Obligations” means any Indebtedness incurred to finance or refinance the purchase, acquisition, leasing, expansion, construction, installation, replacement, repair or improvement of property (real or personal) or assets, and whether acquired through the direct acquisition of such property or assets, or otherwise (including through the purchase of Capital Stock of any Person owning such property or assets).
“Qualified Proceeds” means the fair market value of assets that are used or useful in, or Capital Stock of any Person engaged in, a Similar Business.
“Qualified Securitization Facility” means (A) any timeshare financing receivable backed notes (such as notes issued by Hilton Grand Vacations Trust 2013-A pursuant to the indenture, dated as of August 8, 2013, between Hilton Grand Vacations Trust 2013-A, as issuer, and Wells Fargo Bank, National Association, as indenture trustee) and similar note issuances, in each case, the Obligations of which are non-recourse (except for customary representations, warranties, covenants and indemnities made in connection therewith) to HWF or any of its Restricted Subsidiaries (other than a Securitization Subsidiary); (B) any timeshare financing receivable backed credit facility (such as the receivables loan agreement, dated May 9, 2013, among Hilton Grand Vacations Trust I LLC, Wells Fargo Bank, National Association, as paying agent, one or more commercial paper conduit lenders, one or more committed lenders and Deutsche Bank Securities Inc., as administrative agent) and similar financings, in each case, the Obligations of which are non-recourse (except for customary representations, warranties, covenants and indemnities made in connection therewith) to HWF or any of its Restricted Subsidiaries (other than a Securitization Subsidiary); and (C) any other Securitization Facility (a) constituting a securitization financing facility that meets the following conditions: (i) the board of directors or management of HWF shall have determined in good faith that such Securitization Facility is in the aggregate economically fair and reasonable to HWF and (ii) all sales and/or contributions of Securitization Assets and related assets to the applicable Securitization Subsidiary are made at fair market value (as determined in good faith by HWF) or (b) constituting a receivables or payables financing or factoring facility.
“Rating Agencies” means Moody’s and S&P or if Moody’s or S&P or both shall not make a rating on the Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by HWF which shall be substituted for Moody’s or S&P or both, as the case may be.
“Rating Categories” means:
(1) with respect to S&P, any of the following categories: AAA, AA, A, BBB, BB, B, CCC, CC, C and D (or equivalent successor categories); and
(2) with respect to Moody’s, any of the following categories: Aaa, Aa, A, Baa, Ba, B, Caa, Ca, C and D (or equivalent successor categories).
“Ratings Improvement” means, with respect to a Change of Control, the obtaining of a rating of the Notes, takingentered into account the applicable transaction, representing an increase in the rating of the Notes by either Moody’s or S&P by one or more gradations (including gradations within Rating Categories as well as between Rating Categories, but not including ratings outlook changes) over such rating as of the Issue Date. In determining whether the rating of the Notes has increased by one or more gradations, gradations within RatingsCategories, namely + or - for S&P, and 1, 2, and 3 for Moody’s, will be taken into account; for example, in the case of S&P, a rating change either from BB to BB+ or from B+ to BB- will constitute an increase of one gradation.
“Registration Rights Agreement” means a registration rights agreement with respect to the Notes dated as of the Issue Date, among the Escrow Issuers and the representatives of the Initial Purchasers, as such agreement may be amended, modified or supplemented from time to time and, with respect to any Additional Notes, one or more registration rights agreements among the Issuer and the other parties thereto, as such agreement(s) may be amended, modified or supplemented from time to time, relating to rights given by the Issuer to the purchasers of Additional Notes to register such Additional Notes under the Securities Act.
“Related Business Assets” means assets (other than Cash Equivalents) used or useful in a Similar Business or any securities of a Person received by HWF or a Restricted Subsidiary in exchange for assets transferred by HWF or a Restricted Subsidiary;providedthat anysuch securities shall not be deemed to be Related Business Assets, unless (i) upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary or (ii) such securities are received in respect of a transfer of the Specified Real Property Assets.
“Restricted Investment” means an Investment other than a Permitted Investment.
“Restricted Subsidiary” means, at any time, any direct or indirect Subsidiary of HWF (including the Issuer and any Foreign Subsidiary) that is not then an Unrestricted Subsidiary;provided, that upon an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of “Restricted Subsidiary.”
“S&P” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and any successor to its rating agency business.
“Sale and Lease-Back Transaction” means any arrangement providing for the leasing by HWF or any of its Restricted Subsidiaries of any real or tangible personal property, which property has been or is to be sold or transferred by HWF or such Restricted Subsidiary to a third Person in contemplation of such leasing.
“SEC” means the U.S. Securities and Exchange Commission.
“Secured Indebtedness” means any Indebtedness of HWF or any of its Restricted Subsidiaries secured by a Lien.
“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.
“Securitization Assets” means the accounts receivable, financing receivables, other receivables, royalty or other revenue streams and other rights to payment and any assets related thereto subject to a Qualified Securitization Facility and the proceeds thereof.
“Securitization Facility” means any of one or more receivables or securitization financing facilities as amended, supplemented, modified, extended, renewed, restated or refunded from time to time, the Obligations of which are non-recourse (except for customary representations, warranties, covenants and indemnities made in connection with such facilities) to HWF or any of its Restricted Subsidiaries (other than a Securitization Subsidiary) pursuant to which HWF or any of its Restricted Subsidiaries sells or grants a security interest in Securitization Assets to, or for the benefit of, either (a) a Person that is not a Restricted Subsidiary or (b) a Securitization Subsidiary that in turn sells or grants a security interest in Securitization Assets to, or for the benefit of, a Person that is not a Restricted Subsidiary.
“Securitization Fees” means distributions or payments made directly or by means of discounts with respect to any participation interest issued or sold in connection with, and other fees paid to a Person that is not a Securitization Subsidiary in connection with, any Qualified Securitization Facility.
“Securitization Subsidiary” means any Subsidiary formed for the purpose of, and that solely engages only in one or more Qualified Securitization Facilities and other activities reasonably related thereto.
“Senior Indebtedness” means:
(1) all Indebtedness of HWF, the Issuer or any Guarantor outstanding under the Senior Secured Credit Facilities, the Existing Senior Notes and the related Guarantees and the Notes and related Guarantees (including interest accruing on or after the filing of any petition in bankruptcy or similar proceeding or for reorganization of HWF, the Issuer or any Guarantor (at the rate provided for in the documentation with respect thereto, regardless of whether or not a claim for post-filing interest is allowed in such proceedings)), and any and all other fees, expense reimbursement obligations, indemnification amounts, penalties, and other amounts (whether existing on the Issue Date or thereafter created or incurred) and all obligations of HWF, the Issuer or any Guarantor to reimburse any bank or other Person in respect of amounts paid under letters of credit, acceptances or other similar instruments;
(2) all (x) Hedging Obligations (and guarantees thereof) and (y) obligations in respect of Bank Products (and guarantees thereof) owing to a lender under the Senior Secured Credit Facilities or any Affiliate of such lender (or any Person that was a lender or an Affiliate of such lender at the time the applicable agreement giving rise to such Hedging Obligation was entered into);provided, that such Hedging Obligations and obligations in respect of Bank Products, as the case may be, are permitted to be incurred under the terms of the Indenture;
(3) any other Indebtedness of HWF, the Issuer or any Guarantor permitted to be incurred under the terms of the Indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is subordinated in right of payment to the Notes or any related Guarantee; and
(4) all Obligations with respect to the items listed in the preceding clauses (1), (2) and (3);provided that Senior Indebtedness shall not include:
(a) any obligation of such Person to HWF, the Issuer or any of HWF’s Subsidiaries;
(b) any liability for federal, state, local or other taxes owed or owing by such Person;
(c) any accounts payable or other liability to trade creditors arising in the ordinary course of business;
(d) any Indebtednessprovided, that such agreement prohibits the encumbrance of solely the property or other Obligationassets of Parent or such Person which is subordinateRestricted Subsidiary that are the subject to such agreement, the payment rights arising thereunder or junior in any respectthe proceeds thereof and does not extend to any other Indebtednessasset or property of Parent or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary;
(m) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any Restricted Subsidiary; (n) customary provisions restricting assignment of any agreement entered into in the ordinary course of business; (o) restrictions arising in connection with cash or other Obligation of such Person; or (e) that portion of any Indebtedness which at the time of incurrence is incurred in violation of the Indenture.
“Senior Secured Credit Facilities” means the revolving credit facility and other credit facilities under the Credit Agreement, including any guarantees, collateral documents, instruments and agreements executed in
connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements, refundings, refinancings or replacements thereof and any one or more indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or investors that replace, refund, supplement or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof (providedthat such increase in borrowings isdeposits permitted under the captioncovenant “—Certain Covenants—Liens”;
(p) any agreement or instrument (A) relating to any Indebtedness, Disqualified or preferred stock permitted to be incurred or issued subsequent to the Issue Date pursuant to the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” above) or adds Restricted Subsidiariesif the encumbrances and restrictions are not materially more disadvantageous, taken as additional borrowers or guarantors thereunder and whether by the same or any other agent, trustee, lender or group of lenders or holders. “Significant Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X promulgated pursuantwhole, to the Securities Act,Holders than is customary in comparable financings for similarly situated issuers (as determined in good faith by Parent) or as such regulation isotherwise in effect on the Issue Date.
“Similar Business” means (1) any business conductedDate and (B) either (x) Parent determines that such encumbrance or proposedrestriction will not adversely affect the Issuer’s ability to be conducted by HWF or any of its Restricted Subsidiariesmake principal and interest payments on the Issue Date,Notes as and when they come due or (y) such encumbrances and restrictions apply only during the continuance of a default in respect of a payment or financial maintenance covenant relating to such Indebtedness;
(q) restrictions created in connection with any reasonable extension thereof,Qualified Securitization Facility that in the good faith determination of Parent are necessary or (2)advisable to effect such Qualified Securitization Facility; and (r) any businessencumbrances or other activities that are reasonably similar, ancillary, incidental, complementary or related to, or a reasonable extension, development or expansionrestrictions of the businessestype referred to in which HWFclauses (1), (2) and its Restricted Subsidiaries are engaged(3) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or propose to be engaged on the Issue Date. “Specified Real Property Assets” means any real property or assets of HWF or its Restricted Subsidiaries with an aggregate book value not to exceed 7.5% of Total Assets of HWF and its Restricted Subsidiaries.
“Spin-Off Date” means January 3, 2017.
“Spin-Off Transaction” means, collectively, the transactions which resulted in (a) PHRI holding directly or indirectly all or substantiallyrefinancings of the Ownership Business and (b) HGVI holding directlycontracts, instruments or indirectly allobligations referred to in clauses (a) through (q) above;provided, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or substantially all of the Timeshare Business, and which was completed by the distribution by HLT Parent to its stockholders of shares of each of PHRI and HGVI on a pro rata basis, and all related transactions, including the Issuer Capitalization and the Financing Transactions, substantially on the terms describedrefinancings are, in the Offering Memorandum.
“Stockholders Agreement” means the Stockholders Agreement, to be dated on or prior to the Spin-Off Date, containing substantially the terms described in the Offering Memorandum, by and among HLTgood faith judgment of Parent, HGVI, the Blackstone Entities (as defined therein) and the other parties thereto, as amended, supplemented, waived orotherwise modified from time to time in a manner not materially adversemore restrictive with respect to the holders of the Notes whensuch encumbrance and other restrictions taken as a whole as compared to the Stockholders Agreement as in effect immediatelythan those prior to such amendment, modification, restatement, renewal, increase, supplement, waiverrefunding, replacement or modification.refinancing.
“Subordinated Indebtedness” means, with respect to the Notes,
(1) any Indebtedness of the Issuer which is by its terms subordinated in right of payment to the Notes, and
(2) any Indebtedness of any Guarantor which is by its terms subordinated in right of payment to the Guarantee of such entity of the Notes.
“Subsidiary” means, with respect to any Person:
(1) any corporation, association, or other business entity (other than a partnership, joint venture, limited liability company or similar entity) of which more than 50.0% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof; and
(2) any partnership, joint venture, limited liability company or similar entity of which:
(a) more than 50.0% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership or otherwise; and
(b) such Person or any Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity.
For the avoidance of doubt, any entity that is owned at a 50.0% or less level (as described above) shall not be a “Subsidiary” for any purpose under the Indenture, regardless of whether such entity is consolidated on HWF’s or any Restricted Subsidiary’s financial statements.
“Subsidiary Guarantor” means each Guarantor other than HLT Parent and HWF.
“Support and Services Agreement” means the management services or similar agreements between certain of the management companies associated with one or more of the Investors or their advisors, if applicable, and HWF(and/or its direct or indirect parent companies), as in effect from time to time;provided that any management, monitoring, consulting and advisory fees payable in advance by HWF (and/or its direct or indirect parent companies) and its Restricted Subsidiaries shall not exceed an amount equal to 2.0% of EBITDA for such fiscal year.
“Tax Matters Agreement” means the Tax Matters Agreement, to be dated on or prior to the Spin-Off Date, containing substantially the terms described in the Offering Memorandum, by and among HLT Parent, PHRI and HGVI and the other parties thereto, as amended, supplemented, waived or otherwise modified from time to time in a manner not materially adverse to the holders of the Notes when taken as a whole, as compared to the Tax Matters Agreement as in effect immediately prior to such amendment, supplement, waiver or modification.
“Term Loan Extension” means HWF’s entering into the Credit Agreement with the other parties thereto and the transactions related thereto, as described in the Offering Memorandum.
“Timeshare Business” has the meaning assigned to such term in the Distribution Agreement.
“Timeshare Disposition” means any future direct or indirect sale, transfer or other disposition of all or a portion of the timeshare business of HWF and its Restricted Subsidiaries, or all or substantially all of the assets thereof (for the avoidance of doubt, including a sale, transfer or other disposition of Capital Stock of any Person owning such assets, so long as substantially all of the assets of such Person consists of such assets).
“Total Assets” means the total assets of HWF and its Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP, as shown on the most recent balance sheet of HWF or such other Person.
“Transaction Agreements” means, collectively, the Distribution Agreement, the Employee Matters Agreement, the License Agreement, the Management and Franchise Agreements, the Stockholders Agreement, the Tax Matters Agreement, the Transition Services Agreement and each other instrument or agreement to be entered into in connection with the Spin-Off Transaction.
“Transition Services Agreement” means the Master Transition Services Agreement, to be dated on or prior to the Spin-Off Date, containing substantially the terms described in the Offering Memorandum, by and among HLT Parent, PHRI and HGVI, as amended, supplemented, waived or otherwise modified from time to time in a manner not materially adverse to the holders of the Notes when taken as a whole, as compared to the Transition Services Agreement as in effect immediately prior to such amendment, supplement, waiver or modification.
“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb).
“Uniform Commercial Code” means the Uniform Commercial Code or any successor provision thereof as the same may from time to time be in effect in the State of New York.
“Unrestricted Subsidiary” means:
(1) any PropCo entity or any Subsidiary of HWF (other than the Issuer) which at the time of determination is an Unrestricted Subsidiary (as designated by HWF, as provided below); and
(2) any Subsidiary of a PropCo entity or any other Unrestricted Subsidiary.
HWF may designate any Subsidiary of HWF (other than the Issuer, but including any other existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, HWF or any Subsidiary of HWF (other than solely any Subsidiary of the Subsidiary to be so designated);provided, that:
(1) any Unrestricted Subsidiary must be an entity of which the Equity Interests entitled to cast at least a majority of the votes that may be cast by all Equity Interests having ordinary voting power for the election of directors or Persons performing a similar function are owned, directly or indirectly, by HWF;
(2) such designation complies with the covenants described under “—Certain Covenants—Limitation on Restricted Payments”; and
(3) each of (a) the Subsidiary to be so designated and (b) its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of HWF or any Restricted Subsidiary, in each case, except any Permitted Intercompany Activities.
HWF may designate any Unrestricted Subsidiary to be a Restricted Subsidiary;provided, that, immediately after giving effect to such designation, no Default shall have occurred and be continuing and either:
(1) HWF could incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Test; or
(2) the Fixed Charge Coverage Ratio for HWF and its Restricted Subsidiaries would be equal to or greater than such ratio for HWF and its Restricted Subsidiaries immediately prior to such designation, in each case on apro forma basis taking into account such designation.
Any such designation by HWF shall be notified by HWF to the Trustee by promptly filing with the Trustee a copy of the resolution of the board of directors of HWF or any committee thereof giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provisions.
“U.S. Dollar Equivalent” means with respect to any monetary amount in a currency other than U.S. dollars, at any time for determination thereof, the amount of U.S. dollars obtained by converting such foreign currency involved in such computation into U.S. dollars at the spot rate for the purchase of U.S. dollars with the applicable foreign currency as published in The Wall Street Journal in the “Exchange Rates” column under the heading “Currency Trading” on the date two business days prior to such determination.
“U.S. Government Securities” means securities that are:
(1) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged; or
(2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America,
which, in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such U.S. Government Securities or a specific payment of principal of or interest on any such U.S. Government Securities held by such custodian for the account of the holder of such depository receipt;provided, that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Securities or the specific payment of principal of or interest on the U.S. Government Securities evidenced by such depository receipt.
“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the board of directors of such Person.
“Weighted Average Life to Maturity” means, when applied to any Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing:
(1) the sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or Preferred Stock multiplied by the amount of such payment; by
(2) the sum of all such payments;
provided, that for purposes of determining the Weighted Average Life to Maturity of any Indebtedness that is being extended, replaced, refunded, refinanced, renewed or defeased (the“Applicable Indebtedness”), the effects of any amortization or prepayments made on such Applicable Indebtedness prior to the date of the applicable extension, replacement, refunding, refinancing, renewal or defeasance shall be disregarded.
“Wholly Owned Subsidiary” of any Person means a Subsidiary of such Person, 100% of the outstanding Equity Interests of which (other than directors’ qualifying shares and shares issued to foreign nationals as required by applicable law) shall at the time be owned by such Person and/or by one or more Wholly Owned Subsidiaries of such Person.
DESCRIPTION OF THE 2025 AND 2027 EXCHANGE NOTES
General
Certain terms used in this description are defined under the subheading “Certain Definitions.” In this description, (1) the term “Issuer” refers to Hilton Worldwide Finance LLC, a Delaware limited liability company, and not to any of its Subsidiaries or Affiliates; (2) the term “Co-Issuer” refers to Hilton Worldwide Finance Corp., a Delaware corporation, a direct Subsidiary of the Issuer, and not to any of its Affiliates; (3) the term “HWP” refers to Hilton Worldwide Parent LLC, a Delaware limited liability company, the direct parent of the Issuer, and not to any of its Subsidiaries or Affiliates; (4) the term “HLT Parent” refers to Hilton Worldwide Holdings Inc., a Delaware corporation, the direct parent of HWP and the indirect parent of the Issuer, and not to any of its Subsidiaries or Affiliates; (5) the term “Issuers” refers, collectively, to the Issuer and the Co-Issuer; and (6) the terms “we,” “our” and “us” each refer to the Issuer and its consolidated Subsidiaries.
The Issuers issued $900,000,000 aggregate principal amount of 4.625% senior notes due 2025 (the “2025 Notes”) and $600,000,000 aggregate principal amount of 4.875% senior notes due 2027 (the “2027 Notes” and, together with the 2025 Notes, the “Outstanding Notes”) under an indenture (the “Indenture”) by and among the Issuers, the Guarantors and Wilmington Trust, National Association, as trustee (the “Trustee”).The Outstanding Notes were issued in a private transaction that was not subject to the registration requirements of the Securities Act. The terms of the exchange notes to be issued in the exchange offer for such notes are substantially identical to the Outstanding Notes, except that the transfer restrictions, registration rights and additional interest provision relating to the Outstanding Notes will not apply to the exchange notes. In this section, we refer to the Outstanding Notes, together with the exchange notes offered hereby that are to be exchanged for the Outstanding Notes, as the “Notes”. Except as set forth herein, the terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act.
The following description is only a summary of the material provisions of the Indenture. It does not purport to be complete and is qualified in its entirety by reference to the provisions of the Indenture, including the definitions therein of certain terms used below. We urge you to read the Indenture because it, and not this description, defines your rights as Holders of the Notes. You may request copies of the Indenture at our address set forth under “Prospectus Summary—Corporate Information.”
The Issuers are jointly and severally liable for all obligations under the Notes. The Co-Issuer is a wholly owned Subsidiary of the Issuer that has been incorporated in Delaware as a special purpose finance subsidiary to facilitate the offering of the Notes and other Indebtedness issued, guaranteed or incurred by the Issuer. We believe that some prospective purchasers of the Notes may be restricted in their ability to purchase debt securities of partnerships or limited liability companies, such as the Issuer, unless the securities are jointly issued by a corporation. The Co-Issuer does not have any substantial operations or assets and does not have any revenues. Accordingly, you should not expect the Co-Issuer to participate in servicing the principal and interest obligations on the Notes.
Brief Description of the Notes
The Notes:
are general, unsecured, senior obligations of the Issuers;
rank equally in right of payment with any existing and future Senior Indebtedness of the Issuers;
are effectively subordinated to any existing and future Secured Indebtedness of the Issuers, to the extent of the value of the collateral securing such Secured Indebtedness, including the Indebtedness under the Senior Secured Credit Facilities;
are senior in right of payment to any future obligations of the Issuers that are expressly subordinated in right of payment to the Notes; and
are structurally subordinated to all existing and future Indebtedness, claims of holders of Preferred Stock and other liabilities of the Issuer’s Subsidiaries (other than the Co-Issuer) that do not guarantee the Notes.
Guarantees
The Guarantors, as primary obligors and not merely as sureties, jointly and severally guarantee, fully and unconditionally, on an unsecured senior basis, the performance and full and punctual payment when due, whether at maturity, by acceleration or otherwise, of all obligations of the Issuers under the Indenture and the Notes, whether for payment of principal of, premium, if any, or interest on the Notes or expenses, indemnification or otherwise, on the terms set forth in the Indenture by executing the Indenture or a supplemental indenture.
The Guarantors guarantee the Notes and, in the future, subject to exceptions set forth under the caption “—Certain Covenants—Limitation on Guarantees of Indebtedness by Restricted Subsidiaries” each direct and indirect Wholly Owned Subsidiary organized or existing under the laws
Parent will not permit any of the United States, any state thereof or the District of Columbia that is a Restricted Subsidiary of the Issuer (other than the Co-Issuer) that guarantees certain Indebtedness of the Issuer, the Co-Issuer or any other Guarantor will, guarantee the Notes, subject to certain exceptions and to release as provided below or elsewhere in this “Description of the 2025 and 2027 Exchange Notes.” As of the date of this prospectus, none of our Foreign Subsidiaries, our non-Wholly Owned Subsidiaries that are Restricted Subsidiaries, our U.S. Wholly Owned Subsidiaries substantially all of the assets of which consist of the Equity Interests and/or Indebtedness of one or more Foreign Subsidiaries that are “controlled foreign corporations” within the meaning of Section 957 of the Internal Revenue Code, or our U.S. Wholly Owned Subsidiaries that are directly or indirectly owned by Foreign Subsidiaries guarantee the Notes, and no such Subsidiaries are expected to guarantee the Notes in the future. Each of the Guarantees:
is a general, unsecured, senior obligation of each Guarantor;
ranks equally in right of payment with all existing and future senior Indebtedness of that Guarantor;
is effectively subordinated to any existing and future secured Indebtedness of that Guarantor that is secured to the extent of the value of the collateral securing such secured Indebtedness, including Indebtedness under the Senior Secured Credit Facilities;
is senior in right of payment to any future Indebtedness of that Guarantor that is expressly subordinated in right of payment to the Guarantee of that Guarantor; and
is structurally subordinated to all existing and future Indebtedness, claims of holders of Preferred Stock and other liabilities of Subsidiaries of each Guarantor that do not Guarantee the Notes.
As of March 31, 2017:
the Issuers and the Guarantors had approximately $6,459 million of total debt outstanding and approximately $3,959 million of secured indebtedness outstanding, excluding unamortized deferred financing costs and discount; and
the Issuer had an additional $977 million of availability to incur secured indebtedness under its revolving credit facility (after giving effect to $23 million of outstanding letters of credit).
Only HLT Parent, HWP and the Issuer’s U.S. Wholly Owned Subsidiaries that are Restricted Subsidiaries (other(andnon-Wholly Owned Subsidiaries if suchnon-Wholly Owned Subsidiaries guarantee other capital markets debt securities of Parent, the Issuer or any Subsidiary Guarantor), other than the Co-Issuer) that guarantee certain Indebtedness of the Issuer, the Co-Issuera Subsidiary Guarantor, a Foreign Subsidiary or any Guarantor guarantee the Notes. None of our Foreign Subsidiaries or non-wholly owned domestic restricted subsidiaries are or will be requireda Securitization Subsidiary, to guarantee the Notes. Nonepayment of our U.S. Wholly Owned Subsidiaries substantially all(i) any Credit Facility permitted under clause (1) of the assets of which consist of the Equity Interests and/or Indebtedness of one or more Foreign Subsidiaries that are
“controlled foreign corporations” within the meaning of Section 957 of the Internal Revenue Code, and none of our U.S. Wholly Owned Subsidiaries directly or indirectly owned by Foreign Subsidiaries, are or will be required to guarantee the Notes. As of the date of this prospectus, all of the Issuer’s Subsidiaries are Restricted Subsidiaries. Under certain circumstances, we are permitted to designate certain of our existing and future subsidiaries as “Unrestricted Subsidiaries.” Any Unrestricted Subsidiaries are not subject to any of the restrictive covenants in the Indenture and do not guarantee the Notes.
In the event of a bankruptcy, liquidation, reorganization or similar proceeding of any of these non-guarantor Subsidiaries, the non-guarantor Subsidiaries will pay the holders of their debt and their trade creditors before they will be able to distribute any of their assets to the Issuer, the Co-Issuer or a Guarantor. As a result, all of the existing and future liabilities of our non-guarantor Subsidiaries, including any claims of trade creditors, are effectively senior to the Notes. The Indenture does not limit the amount of liabilities that are not considered Indebtedness which may be incurred by the Issuer or its Restricted Subsidiaries, including the non-guarantor Restricted Subsidiaries.
The obligations of each Guarantorsecond paragraph under its Guarantee are limited as necessary to prevent the Guarantee from constituting a fraudulent conveyance under applicable law. This provision may not, however, be effective to protect a Guarantee from being voided under fraudulent transfer law, or may reduce the applicable Guarantor’s obligation to an amount that effectively makes its Guarantee worthless. If a Guarantee were rendered voidable, it could be subordinated by a court to all other indebtedness (including guarantees and other contingent liabilities) of the Guarantor, and, depending on the amount of such indebtedness, a Guarantor’s liability on its Guarantee could be reduced to zero. See “Risk Factors—Risks Related to Our Indebtedness and the Notes—Federal and state statutes may allow courts, under specific circumstances, to void the notes and the guarantees, subordinate claims in respect of the notes and the guarantees and/or require holders of the notes to return payments received from us.”
Any Guarantor that makes a payment under its Guarantee is entitled upon payment in full of all guaranteed obligations under the Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP.
Each Subsidiary Guarantor may consolidate with, amalgamate or merge with or into or sell all or substantially all its assets to the Issuer or another Guarantor without limitation or any other Person upon the terms and conditions set forth in the Indenture. See “—Certain Covenants—Merger, Consolidation or Sale of All or Substantially All Assets.”
Each Guarantee by a Subsidiary Guarantor of a series of Notes provides by its terms that it will be automatically and unconditionally released and discharged with respect to such series upon:
(1) (a) any sale, exchange, disposition or transfer (by merger, amalgamation, consolidation, dividend, distribution or otherwise) of (i) the Capital Stock of such Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary or (ii) all or substantially all the assets of such Guarantor, in each case if such sale, exchange, disposition or transfer is made in compliance with the applicable provisions of the Indenture;
(b) the release or discharge of the guarantee by such Subsidiary Guarantor of Indebtedness under the Senior Secured Credit Facilities, or the release or discharge of such other guarantee that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to the covenant described under “—Certain Covenants—Limitation on Guarantees of Indebtedness by Restricted Subsidiaries”);
(c) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of the Indenture;
(d) the merger or consolidation of any Guarantor with and into the Issuer or another Guarantor or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or
(e) with respect to such series of Notes, the exercise by the Issuers of their legal defeasance option or covenant defeasance option with respect to such series as described under “—Legal Defeasance and Covenant Defeasance” or the discharge of the Issuers’ obligations under the Indenture with respect to such series in accordance with the terms of the Indenture; and
(2) such Guarantor delivering to the Trustee an Officer’s Certificate of such Guarantor or the Issuer and an Opinion of Counsel, each stating that all conditions precedent provided for in the Indenture relating to such transaction or release and discharge have been complied with. Notwithstanding the foregoing, neither an Officer’s Certificate nor an Opinion of Counsel shall be required in the case of a merger or consolidation in accordance with clause 1(d) above.
The respective Guarantee by each of HWP and HLT Parent, as the case may be, of a series of Notes provides by its terms that it will be automatically and unconditionally released and discharged with respect to such series upon:
(1) (a) the release or discharge of the guarantee of HWP or HLT Parent, as applicable, under the Senior Secured Credit Facilities (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision); or
(b) with respect to such series of Notes, the exercise by the Issuers of their legal defeasance option or covenant defeasance option with respect to such series as described under “—Legal Defeasance and Covenant Defeasance” or the discharge of the Issuers’ obligations with respect to such series under the Indenture in accordance with the terms of the Indenture; and
(2) HWP or HLT Parent, as applicable, delivering to the Trustee an Officer’s Certificate of HWP or HLT Parent, as applicable, and an Opinion of Counsel, each stating that all conditions precedent provided for in the Indenture relating to such release and discharge have been complied with.
Neither HWP nor HLT Parent is subject to any restrictive covenants under the Indenture.
Principal, Maturity and Interest
The Issuers issued the 2025 Notes initially with an aggregate principal amount of $900,000,000 and the 2027 Notes initially with an aggregate principal amount of $600,000,000. The 2025 Notes will mature on April 1, 2025 and the 2027 Notes will mature on April 1, 2027.
Subject to compliance with the covenant described below under the caption “—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock,”Stock” or (ii) capital markets debt securities of Parent, the IssuersIssuer or any Subsidiary Guarantor unless:
(1) such Restricted Subsidiary within 60 days after the guarantee of such Indebtedness executes and delivers a supplemental indenture to the Indenture providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of Parent, the Issuer or any Subsidiary Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes; and (2) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other applicable rights against Parent or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee;provided that this covenant shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. Parent may issue additional Noteselect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case such Subsidiary shall not be required to comply with the 60 day period described in clause (1) above. Reports and Other Information Notwithstanding that Parent may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Indenture requires Parent to file with the SEC (with a copy to the Trustee unless filed and available on the SEC’s EDGAR website) from and after the Issue Date: (1) within 90 days after the end of each fiscal year, annual reports on Form10-K, or any successor or comparable form (if Parent had been a reporting company under Section 15(d) of the Exchange Act), containing substantially all the information that would be required to be contained therein, or required in such successor or comparable form; (2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, reports on Form10-Q or any successor or comparable form (if Parent had been a reporting company under Section 15(d) of the Exchange Act), containing substantially all quarterly information that would be required to be contained in Form10-Q, or any successor or comparable form; (3) promptly after the occurrence of a seriesmaterial event which would have been required to be reported on a Form8-K or any successor or comparable form (if Parent had been a reporting company under Section 15(d) of the Exchange Act), a current report relating to such event on Form8-K or any successor or comparable form; in each case, in a manner that complies in all material respects with the requirements specified in such form (except as described above or below and subject to exceptions consistent with the presentation of information included or incorporated by reference in the Offering Memorandum); provided, however, that if at any time Parent shall not be so obligated to file such reports referred to in clauses (1), (2) and (3) above with the SEC or if the SEC does not permit such filing, then Parent will make available such information to the Trustee, the Holders of the Notes and prospective purchasers of Notes, in each case within 15 days after the time Parent would be required to file such information with the SEC if it were subject to Section 15(d) of the Exchange Act. In addition, to the extent not satisfied by the foregoing, the Issuer will agree that, for so long as any Notes are outstanding, it will furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. The Indenture permits Parent to satisfy its obligations in this covenant with respect to financial information relating to Parent by furnishing financial information relating to HWP or HLT Parent (or any parent entity of HWP or HLT Parent) as long as HWP or HLT Parent, as applicable (or any such parent entity of HWP or HLT Parent) provides a Guarantee of the Notes. If with respect to any reporting period(s) covered in the applicable report, Parent’s Unrestricted Subsidiaries would, individually or in the aggregate, constitute a “significant subsidiary” (as such term is defined in Rule1-02 of RegulationS-X promulgated pursuant to the Securities Act (as such regulation is in effect on the Issue Date)), then the applicable annual and quarterly financial information required by clauses (1) and (2) above shall include a supplemental section in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” presenting (in a manner consistent with the presentation of information included or incorporated by reference in the Offering Memorandum) selected financial measures of such Unrestricted Subsidiaries in the aggregate (separate from the financial information of the Issuer and its Restricted Subsidiaries). Notwithstanding anything herein to the contrary, Parent will not be deemed to have failed to comply with any of its obligations hereunder for purposes of clause (3) under “—Events of Default and Remedies” until 120 days after the receipt of the written notice delivered thereunder. To the extent any information is not provided within the time periods specified in this section “—Reports and Other Information” and such information is subsequently provided, Parent will be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured. Events of Default and Remedies The Indenture provides that each of the following is an “Event of Default”: (1) default in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any, on the Notes; (2) default for 30 consecutive days or more in the payment when due of interest on or with respect to the Notes; (3) failure by the Issuer or any Guarantor for 60 days after receipt of written notice given by the Trustee or the Holders of not less than 25% in aggregate principal amount of the then outstanding Notes to comply with any of its obligations, covenants or agreements (other than a default referred to in clause (1) or (2) above) contained in the Indenture or the Notes; (4) default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by Parent or any of its Restricted Subsidiaries or the payment of which is guaranteed by Parent or any of its Restricted Subsidiaries, other than Indebtedness owed to Parent or a Restricted Subsidiary, whether such Indebtedness or guarantee now exists or is created after the issuance of the Notes, if both: (a) such default either results from the failure to pay any principal of such Indebtedness at its stated final maturity (after giving effect to any applicable grace periods) or relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its stated maturity; and (b) the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate $225.0 million or more outstanding; (5) failure by Parent, the Issuer or any Significant Subsidiary (or any group of Restricted Subsidiaries that together (as of the latest audited consolidated financial statements of Parent for a fiscal quarter end provided as required under “—Reports and Other Information”) would constitute a Significant Subsidiary) to pay final judgments aggregating in excess of $225.0 million (net of amounts covered by insurance policies issued by reputable insurance companies), which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment becomes final, and in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed; (6) certain events of bankruptcy or insolvency with respect to Parent, the Issuer or any Significant Subsidiary (or any group of Restricted Subsidiaries that together (as of the latest audited consolidated financial statements of the Issuer for a fiscal quarter end provided as required under “—Reports and Other Information”) would constitute a Significant Subsidiary); and (7) the Guarantee of HLT Parent, HWP, Parent or any Significant Subsidiary (or any group of Restricted Subsidiaries that together (as of the latest audited consolidated financial statements of Parent for a fiscal quarter end provided as required under “—Reports and Other Information”) would constitute a Significant Subsidiary) shall for any reason cease to be in full force and effect or be declared null and void or any responsible officer of HLT Parent, HWP, Parent or any Guarantor that is a Significant Subsidiary (or the responsible officers of any group of Restricted Subsidiaries that together (as of the latest audited consolidated financial statements of Parent for a fiscal quarter end) would constitute a Significant Subsidiary), as the case may be, denies in writing that it has any further liability under its Guarantee or gives written notice to such effect, other than by reason of the termination of the Indenture or the release of any such Guarantee in accordance with the Indenture. If any Event of Default (other than of a type specified in clause (6) above) occurs and is continuing under the Indenture, (“Additionalthe Trustee or the Holders of not less than 25% in aggregate principal amount of all the then outstanding Notes”). may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Upon the effectiveness of such declaration, such principal of and premium, if any, and interest will be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising under clause (6) of the first paragraph of this section, all outstanding Notes will become due and payable without further action or notice. The Indenture provides that the Trustee may withhold from the Holders notice of any continuing Default, except a Default relating to the payment of principal, premium, if any, or interest, if it determines that withholding notice is in their interest. In addition, the Trustee will have no obligation to accelerate the Notes if in the judgment of the Trustee acceleration is not in the interests of the Holders of the Notes. The Indenture provides that the Holders of a series offeredmajority in aggregate principal amount of all the then outstanding Notes, by written notice to the IssuersTrustee may on behalf of the Holders of all of the Notes waive any existing Default and any Additional Notes of such series subsequently issuedits consequences under the Indenture (except a continuing Default in the payment of interest on, premium, if any, or the principal of any Note held by anon-consenting Holder) and rescind any acceleration with respect to the Notes and its consequences (except if such rescission would conflict with any judgment of a court of competent jurisdiction). In the event of any Event of Default specified in clause (4) of the first paragraph of this section, such Event of Default and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the Notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 30 days after such Event of Default arose: (1) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged; (2) the requisite number of holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default; or (3) the default that is the basis for such Event of Default has been cured. In case an Event of Default occurs and is continuing, the Trustee will be treated as a single class for all purposesunder no obligation to exercise any of the rights or powers under the Indenture including waivers, amendments, redemptions and offersat the request or direction of any of the Holders of the Notes unless the Holders have offered to purchase;provided that ifthe Trustee indemnity or security reasonably satisfactory to the Trustee against any Additional Notesloss, liability or expense. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder of a series are not fungibleNote may pursue any remedy with respect to the Indenture or the Notes unless: (1) such Holder has previously given the Trustee written notice that an Event of such series for U.S. federal income tax purposes, such AdditionalDefault is continuing; (2) the Holders of at least 25% in the aggregate principal amount of the then outstanding Notes of such series will have a separate CUSIP number and ISIN fromrequested in writing the Trustee to pursue the remedy; (3) Holders of the Notes have offered the Trustee security or indemnity satisfactory to the Trustee against any loss, liability or expense; (4) the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of such series. Unlesssecurity or indemnity; and (5) the context requires otherwise, references to “Notes”Holders of a series formajority in principal amount of all purposes ofthe then outstanding Notes have not given the Trustee a direction inconsistent with such written request within such60-day period. Subject to certain restrictions contained in the Indenture, the Holders of a majority in principal amount of all the then outstanding Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder of a Note or that would involve the Trustee in personal liability. The Indenture provides that Parent is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and Parent is required, within 20 Business Days, upon becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and any actions taken to rectify such Default. No Personal Liability of Directors, Officers, Employees and Stockholders No past, present or future director, officer, employee, incorporator, or direct or indirect member, partner or stockholder of Parent, the Issuer or any Guarantor (other than in their respective capacity as Issuer or Guarantor) or of any of their respective direct or indirect parent companies shall have any liability, for any obligations of Parent, the Issuer or the Guarantors under the Notes, the Guarantees or the Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting Notes waives and this “Descriptionreleases all such liability. The waiver and release are part of the 2025 and 2027 Exchange Notes” include any Additional Notes of such series that are actually issued. Eachconsideration for issuance of the 2025Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.
Legal Defeasance and Covenant Defeasance The obligations of the Issuer and the Guarantors under the Indenture, the Notes or the Guarantees, as the case may be, will terminate (other than certain obligations) and will be released upon payment in full of all of the Notes. The Issuer may, at its option and at any time, elect to have all of its obligations discharged with respect to the Notes and have each Guarantor’s obligation discharged with respect to its Guarantee (“Legal Defeasance”) and cure all then existing Events of Default except for: (1) the 2027 Notes constitute a separate seriesrights of notes for purposes of the Indenture. The Notes were issued in minimum denominations of $2,000 and any integral multiples of $1,000 in excess thereof. Interest on the 2025 Notes accrues at the rate of 4.625% per annum. Interest on the 2027 Notes accrues at the rate of 4.875% per annum. Interest on the Notes is payable semiannually in arrears on each April 1 and October 1, commencing October 1, 2017 to the Holders of Notes to receive payments in respect of record on the immediately preceding March 15 and September 15, respectively. Interest on the Notes accrues from the most recent date to which interest has been paid or, if no interest has been paid, from and including the Issue Date. Interest on the Notes is computed on the basis of a 360-day year consisting of twelve 30-day months.
Payment of Principal, Premium and Interest
Cash payments of principal of, premium, if any, and interest on the Notes when such payments are payable atdue solely out of the trust created pursuant to the Indenture;
(2) the Issuer’s obligations with respect to Notes concerning issuing temporary Notes, registration of such Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust; (3) the rights, powers, trusts, duties and immunities of the Issuers maintained for such purpose or, atTrustee, and the optionIssuer’s obligations in connection therewith; and (4) the Legal Defeasance provisions of the Issuers, cash paymentIndenture. In addition, the Issuer may, at its option and at any time, elect to have its obligations and those of interest may be made througheach Guarantor released with respect to substantially all of the paying agent by check mailedrestrictive covenants that are described in the Indenture (“Covenant Defeasance”) and thereafter any omission to comply with such obligations shall not constitute a Default with respect to the Notes. In the event Covenant Defeasance occurs, certain events (not including bankruptcy, receivership, rehabilitation and insolvency events pertaining to the Issuer) described under “—Events of Default and Remedies” will no longer constitute an Event of Default with respect to the Notes. In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Notes: (1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, at their respective addressescash in U.S. dollars, U.S. Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest due on such Notes on the stated maturity date or on the redemption date, as the case may be, of such principal, premium, if any, or interest on such Notes and the Issuer must specify whether such Notes are being defeased to maturity or to a particular redemption date;provided, that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of the Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemption. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the registerTrustee simultaneously with the deposit of Holders;such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption; (2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel confirming that, subject to customary assumptions and exclusions, (a) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling, or (b) since the issuance of the Notes, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the beneficial owners of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel confirming that, subject to customary assumptions and exclusions, the beneficial owners of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit; (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Senior Secured Credit Facilities or any other material agreement or instrument (other than the Indenture) to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than that resulting from any borrowing of funds to be applied to make the deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to other Indebtedness, and, in each case, the granting of Liens in connection therewith); (6) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or any Guarantor or others; and (7) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided, that for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with. Satisfaction and Discharge The Indenture will be discharged and will cease to be of further effect as to all Notes, when either: (1) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or (2) (a) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise, will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of the Notes, cash paymentsin U.S. dollars, U.S. dollar-denominated Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption;provided, that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of the Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption; (b) no Event of Default (other than that resulting from borrowing funds to be applied to make such deposit or any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith) with respect to the Indenture or the Notes representedshall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under the Senior Secured Credit Facilities or any other material agreement or instrument (other than the Indenture) to which the Issuer or any Guarantor is a party or by onewhich the Issuer or more global notes registeredany Guarantor is bound (other than resulting from any borrowing of funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith); I the Issuer has paid or caused to be paid all sums payable by it under the Indenture; and (d) the Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be. In addition, the Issuer must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Amendment, Supplement and Waiver Except as provided in the namenext two succeeding paragraphs, the Indenture, any Guarantee and the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of all the Notes then outstanding, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes, and any existing Default or compliance with any provision of the Indenture or the Notes issued thereunder may be waived with the consent of the Holders of a majority in principal amount of all the then outstanding Notes, other than Notes beneficially owned by the Issuer or its Affiliates (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). The Indenture provides that, without the consent of each affected Holder of Notes, an amendment or waiver may not, with respect to any Notes held by The Depository Trust Company (“DTC”)anon-consenting Holder: (1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or its nominee are made throughwaiver; (2) reduce the paying agent by wire transferprincipal of immediately available fundsor change the fixed final maturity of any such Note or alter or waive the provisions with respect to the accounts specifiedredemption of such Notes (other than provisions relating to (a) notice periods (to the extent consistent with applicable requirements of clearing and settlement systems) for redemption and conditions to redemption and (b) the covenants described above under the caption “—Repurchase at the Option of Holders”); (3) reduce the rate of or change the time for payment of interest on any such Note; (4) waive a Default in the payment of principal of or premium, if any, or interest on such Notes, except a rescission of acceleration of such Notes by the registered HolderHolders of a majority in principal amount of all the then outstanding Notes, and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in the Indenture, the Notes or any Guarantee which cannot be amended or modified without the consent of all affected Holders; (5) make any such Note payable in money other than that stated therein; (6) make any change in the provisions of the Indenture relating to waivers of past Defaults or the contractual rights of Holders thereof and (b) all cashto receive payments of principal of or premium, if any, or interest on such Notes; (7) make any change in these amendment and waiver provisions; (8) amend the contractual right expressly set forth in the Indenture or the Notes of any Holder to receive payments of principal of or premium, if any, or interest on such Notes or to institute suit for the enforcement of any payment on or with respect to certificatedsuch Holder’s Notes; (9) make any change to or modify the ranking of such Notes may, atthat would adversely affect the optionHolders; or (10) except as expressly permitted by the Indenture, modify the Guarantees of any Significant Subsidiary, or any group of Restricted Subsidiaries that, taken together (as of the Issuers, be made by wire transferlatest audited consolidated financial statements for Parent), would constitute a Significant Subsidiary, in any manner materially adverse to the Holders of such Notes. Notwithstanding the foregoing, the Issuer, any Guarantor (with respect to a U.S. dollar account maintained by the payee with a bank in the United States if the applicable Holder elects payment by wire transfer by giving written notice to the TrusteeGuarantee or the paying agentIndenture to such effect designating such account no later than 30 days immediately preceding the relevant due date for payment (or such other date aswhich it is a party) and the Trustee may acceptamend or supplement the Indenture and any Guarantee or Notes without the consent of any Holder: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for uncertificated Notes in its discretion). Until otherwise designated byaddition to or in place of certificated Notes; (3) to comply with the Issuers,covenant relating to mergers, amalgamations, consolidations and sales of assets; (4) to provide for the Issuers’ office or agency will be the officeassumption of the Trustee maintained forIssuer’s or any Guarantor’s obligations to the Holders; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect the legal rights under the Indenture of any such purpose.Holder; Paying Agent and Registrar(6) to add covenants for the Notes
The Issuers will maintain one or more paying agents for the Notes. The initial paying agent for each series of Notes is the Trustee.
The Issuers will also maintain one or more registrars and a transfer agent. The initial registrar and transfer agent with respect to each series of Notes is the Trustee. The registrar will maintain a register reflecting ownershipbenefit of the Notes outstanding from timeHolders or to time. The paying agent will make payments on, andsurrender any right or power conferred upon the transfer agent will facilitate transfer of, the Notes on behalf of the Issuers.
The Issuers may change the paying agent, the registrar or the transfer agent without prior notice to the Holders. The Issuer or any Guarantor;
(7) to provide for the issuance of its Subsidiaries may act as a paying agent, registrar or transfer agent upon prior written notice to the Trustee. If any Notes are listed on an exchange and the rules of such exchange so require, the Issuers will satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and will comply with any notice requirements required under such exchange in connection with any change of paying agent, registrar or transfer agent.
Transfer and Exchange
A Holder may transfer or exchangeAdditional Notes in accordance with the Indenture. The registrar and the Issuers may require a Holder to furnish appropriate endorsements and transfer documents in connection with a transfer of Notes. Holders will be required to pay all taxes due on transfer. The Issuers and the registrar are not required to transfer or exchange any Note selected for redemption or tendered (and not withdrawn) for repurchase in connection with a Change of Control Offer or an Asset Sale Offer. Also, the Issuers and the registrar are not required to transfer or exchange any Note for a period of 15 days before a selection of Notes to be redeemed or between a record date and payment date while Notes are in definitive form. The registered Holder of a Note will be treated as the ownerterms of the Note for all purposes.
Indenture;Compliance(8) to comply with Trust Indenture Act
The Trust Indenture Act will become applicablethe requirements of the SEC in order to the Indenture uponeffect or maintain the qualification of the Indenture under the Trust Indenture Act, which will occur at such time asAct;
(9) to evidence and provide for the Notes have been registeredacceptance and appointment under the Securities Act.Indenture of a successor Trustee or a successor paying agent thereunder pursuant to the requirements thereof; Mandatory Redemption; Offers to Purchase; Open Market Purchases
The Issuers are not required(10) to make any mandatory redemption or sinking fund payments with respectamendment to the Notes. However, under certain circumstances,provisions of the Issuers may be requiredIndenture relating to offer to purchase Notes as described under the caption “—Repurchase at the Optiontransfer or legending of Holders.” The Issuers, the Investors and their respective Affiliates may, at their discretion, at any time and from time to time purchase Notes in the open market, pursuant to tender offers or otherwise. As market conditions warrant, we and our equity holders, their respective affiliates and members of our management, may from time to time seek to purchase our outstanding debt securities or loans, including the Notes in privately negotiated or open market transactions, by tender offerto provide for the issuance of the exchange Notes or otherwise. Subjectprivate exchange Notes, which are identical to any applicable limitations contained in the agreements governing our indebtedness, including the Indenture, any purchases made by us may be funded by the use of cash on our balance sheet or the incurrence of new secured or unsecured debt, including borrowings under our credit facilities. The amounts involved in any such purchase transactions, individually or in the aggregate, may be material. Any such purchases may be with respect to a substantial amount of a particular class or series of debt, with the attendant reduction in the trading liquidity of such class or series. In addition, any such purchases made at prices below the “adjusted issue price” (as defined for U.S. federal income tax purposes) may result in taxable cancellation of indebtedness income to us, which amounts may be material, and in related adverse tax consequences to us.
Optional Redemption
2025exchange Notes
Except as set forth below, the Issuers except that they are not entitledfreely transferable;
(11) to redeem the 2025 Notes at their option prior to April 1, 2020. At any time prior to April 1, 2020, the Issuers may, at their option, and on one or more occasions, redeem alladd an obligor or a part of the 2025 Notes, upon notice as described under “—Selection and Notice,” at a redemption price equal to 100% of the principal amount of the 2025 Notes redeemed plus the 2025 Applicable Premium as of, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption (the “Redemption Date”), subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date falling prior to or on the Redemption Date. On and after April 1, 2020, the Issuers may, at their option and on one or more occasions, redeem the 2025 Notes, in whole or in part, upon notice as described under “—Selection and Notice,” at the redemption prices (expressed as percentages of principal amount of the 2025 Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, thereon to, but excluding, the applicable Redemption Date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date falling prior to or on the Redemption Date, if redeemed during the twelve-month period beginning on April 1 of each of the years indicated below:
| | | | | Year | | Percentage | | 2020 | | | 102.312 | % | 2021 | | | 101.156 | % | 2022 and thereafter | | | 100.000 | % |
In addition, prior to April 1, 2020, the Issuers may, at their option, and on one or more occasions, redeem up to 40% of the aggregate principal amount of 2025 Notes issuedGuarantor under the Indenture ator to release an obligor or a redemption price equal to 104.625%Guarantor in accordance with the terms of the aggregate principal amount thereof, plus accrued and unpaid interest, ifIndenture;
(12) to conform the text of the Indenture, Guarantees or the Notes to any to, but excluding,provision of the Redemption Date, subject“Description of the Notes” section of the Offering Memorandum to the rightextent that such provision in the “Description of the Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision of the Indenture, Guarantee or Notes as provided in an Officer’s Certificate; (13) to make any amendment to the provisions of the Indenture relating to the transfer and legending of Notes as permitted by the Indenture, including, without limitation to facilitate the issuance and administration of the Notes;provided, however, that such amendment does not materially and adversely affect the rights of Holders ofto transfer Notes; (14) to secure the Notes of record onand/or the relevant record daterelated Guarantees or to receive add collateral thereto; orinterest due on the relevant interest payment date falling prior(15) to or on the Redemption Date, with the net cash proceeds received by the Issuer from one or more Equity Offerings or a contributionmake any other modifications to the Issuer’s common equity capital made withNotes or the net cash proceedsIndenture of an Equity Offering; provided, that (a) at least 50%a formal, minor or technical nature or necessary to correct a manifest error, so long as such modification does not adversely affect the rights of (A)any Holders in any material respect.
The consent of the aggregate principal amount of 2025 Notes originally issuedHolders is not necessary under the Indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment. Notices Notices given by publication or electronic delivery will be deemed given on the Issue Datefirst date on which publication or electronic delivery is made and (B) the aggregate principal amount of any Additional Notes of such series issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; and (b) each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notwithstanding the foregoing, in connection with any tender offer for the 2025 Notes, including without limitation any Change of Control Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding 2025 Notes validly tender and do not withdraw such 2025 Notes in such tender offer and the Issuers, or any third party making such tender offer in lieu of the Issuers, purchases all of the 2025 Notes validly tendered and not withdrawn by such Holders, the Issuers or such third party will have the right upon not less than 15 nor more than 60 days’ prior notice,notices given not more than 30 days following such purchase date, to redeem all 2025 Notes that remain outstanding following such purchase at a price equal to the price offered to each other Holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Redemption Date.
Notice of any redemption, whether in connection with an Equity Offering, other transaction or otherwise, may be given prior to the completion thereof, and any such redemption or notice may, at the Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering or other transaction. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuers’ discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Redemption Date, or by the Redemption Date so delayed. In addition, the Issuers may provide in such notice that payment of the redemption price and performance of the Issuers’ obligations with respect to such redemption may be performed by another Person. The Issuers, the Investors and their respective Affiliates may acquire the 2025 Notes by means other than a redemption, whether by tender offer, open market purchases, negotiated transactions or otherwise.
2027 Notes
Except as set forth below, the Issuers are not entitled to redeem the 2027 Notes at their option prior to April 1, 2022. At any time prior to April 1, 2022, the Issuers may, at their option, and on one or more occasions, redeem all or a part of the 2027 Notes, upon notice as described under “—Selection and Notice,” at a redemption price equal to 100% of the principal amount of the 2027 Notes redeemed plus the 2027 Applicable Premium as of, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date falling prior to or on the Redemption Date.
On and after April 1, 2022, the Issuers may, at their option and on one or more occasions, redeem the 2027 Notes, in whole or in part, upon notice as described under “—Selection and Notice,” at the redemption prices (expressed as percentages of principal amount of the 2027 Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, thereon to, but excluding, the applicable Redemption Date, subject to the right of
Holders of record on the relevant record date to receive interest due on the relevant interest payment date falling prior to or on the Redemption Date, if redeemed during the twelve-month period beginning on April 1 of each of the years indicated below:
| | | | | Year | | Percentage | | 2022 | | | 102.437 | % | 2023 | | | 101.218 | % | 2024 | | | 100.609 | % | 2025 and thereafter | | | 100.000 | % |
In addition, prior to April 1, 2020, the Issuers may, at their option, and on one or more occasions, redeem up to 40% of the aggregate principal amount of 2027 Notes issued under the Indenture at a redemption price equal to 104.875% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date, subject to the right of Holders of 2027 Notes of record on the relevant record date to receive interest due on the relevant interest payment date falling prior to or on the Redemption Date, with the net cash proceeds received by the Issuer from one or more Equity Offerings or a contribution to the Issuer’s common equity capital made with the net cash proceeds of an Equity Offering;provided, that (a) at least 50% of (A) the aggregate principal amount of 2027 Notes originally issued under the Indenture on the Issue Date and (B) the aggregate principal amount of any Additional Notes of such series issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; and (b) each such redemption occurs within 180 days of the date of closing of each such Equity Offering.
Notwithstanding the foregoing, in connection with any tender offer for the 2027 Notes, including without limitation any Change of Control Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding 2027 Notes validly tender and do not withdraw such 2027 Notes in such tender offer and the Issuers, or any third party making such tender offer in lieu of the Issuers, purchases all of the 2027 Notes validly tendered and not withdrawn by such Holders, the Issuers or such third party will have the right upon not less than 15 nor more than 60 days’ prior notice, given not more than 30 days following such purchase date, to redeem all 2027 Notes that remain outstanding following such purchase at a price equal to the price offered to each other Holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Redemption Date.
Notice of any redemption, whether in connection with an Equity Offering, other transaction or otherwise, may be given prior to the completion thereof, and any such redemption or notice may, at the Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering or other transaction. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuers’ discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Redemption Date, or by the Redemption Date so delayed. In addition, the Issuers may provide in such notice that payment of the redemption price and performance of the Issuers’ obligations with respect to such redemption may be performed by another Person. The Issuers, the Investors and their respective Affiliates may acquire the 2027 Notes by means other than a redemption, whether by tender offer, open market purchases, negotiated transactions or otherwise.
Selection and Notice
If the Issuers are redeeming less than all of the Notes of a series issued under the Indenture at any time, the Trustee will select the Notes of such series to be redeemed (a) if the Notes of such series are listed on an exchange, in compliance with the requirements of such exchange or (b) on a pro rata basis to the extent practicable, or, if the pro rata basis is not practicable for any reason by lot or by such other method as the Trustee shall deem fair and appropriate and otherwise in accordance with applicable procedures of DTC in minimum
denominations of $2,000 and increments of $1,000 in excess thereof. No Notes of $2,000 or less can be redeemed in part. For the avoidance of doubt, the Issuers may elect, in their sole discretion, to redeem only 2025 Notes, only 2027 Notes, or any combination thereof.
Notices of redemption shall be delivered electronically or mailed by first-class mail, postage prepaid, at least 15will be deemed given five calendar days but (except as set forth in the fifth and tenth paragraphs under “—Optional Redemption”) not more than 60 days before the redemption date to each Holder of Notes at such Holder’s registered addressafter mailing or transmitting. Notice otherwise given in accordance with the procedures of DTC except that redemption notices maywill be delivered more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of a series of Notes or a satisfaction and discharge of the Indenture with respect to any series of Notes. If any Note is to be redeemed in part only, any notice of redemption that relates to such Note shall state the portion of the principal amount thereof that has been or is to be redeemed.
With respect to Notes represented by certificated notes, the Issuers will issue a new Note in a principal amount equal to the unredeemed portion of the original Note in the name of the Holder upon cancellation of the original Note;provided, that new Notes will only be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. Notes called for redemption become duedeemed given on the date fixed for redemption, unless such redemption is conditionedsent to DTC.
Concerning the Trustee The Indenture contains certain limitations on the happeningrights of the Trustee thereunder, should it become a future event. On and aftercreditor of the Redemption Date,Issuer, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee is permitted to engage in other transactions; however, if it acquires any conflicting interest ceasesit must eliminate such conflict within 90 days, apply to accrue on Notesthe SEC for permission to continue as Trustee (if the Indenture has been qualified under the Trust Indenture Act) or portions of them called for redemption. Repurchase at the Option of Holders
Change of Control Triggering Eventresign.
The Indenture provides that ifthe Holders of a Changemajority in principal amount of Control Triggeringall the then outstanding Notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. The Indenture provides that in case an Event occursof Default shall occur (which shall not be cured), the Trustee is required, in the exercise of its power, to use the degree of care of a prudent person in the conduct of his own affairs. The Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of the Notes, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to the Trustee against any loss, liability or expense. Governing Law The Indenture, the Notes and any Guarantee are governed by and construed in accordance with the laws of the State of New York. Certain Definitions Set forth below are certain defined terms used in the Indenture. For purposes of the Indenture, unless otherwise specifically indicated, the term “consolidated” with respect to theany Person refers to such Person consolidated with its Restricted Subsidiaries. “2021 Notes of a series, unless the Issuers have previously or concurrently sent a redemption notice with respect to all the outstandingIssue Date” means October 4, 2013. “2024 Senior Notes of such series as described under “—Optional Redemption,” the Issuers will make an offer to purchase all of the Notes of such series pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% ofmeans the aggregate principal amount thereof plus accrued and unpaid interest, if any, to, but excluding, the date of purchase, subject to the right of Holders of the Issuer’s 4.250% Senior Notes due 2024 outstanding on the Issue Date. “2024 Senior Notes Indenture” means the Indenture for the 2024 Senior Notes, dated as of August 18, 2016, as supplemented, among the Issuer, as issuer, Parent, as parent guarantor, HLT Parent, the other guarantors from time to time party thereto and Wilmington Trust, National Association, as trustee. “2025 Senior Notes” means the aggregate principal amount of Hilton Worldwide Finance Corp. and Parent’s 4.625% Senior Notes due 2025 outstanding on the Issue Date. “2025 and 2027 Senior Notes Indenture” means the Indenture for the 2025 Senior Notes and 2027 Senior Notes, dated March 16, 2017, as supplemented, among Parent, Hilton Worldwide Finance Corp., the guarantors from time to time party thereto and Wilmington Trust, National Association, as trustee. “2027 Senior Notes” means the aggregate principal amount of the Hilton Worldwide Finance Corp. and Parent’s 4.875% Senior Notes due 2027 outstanding on the Issue Date. “Acquired Indebtedness” means, with respect to any specified Person, (1) Indebtedness of any other Person existing at the time such other Person is merged or consolidated with or into or became a Restricted Subsidiary of such series of record on the relevant record date to receive interest due on the relevant interest payment date falling prior tospecified Person, including Indebtedness incurred in connection with, or on the purchase date. Within 30 days following any Change of Control Triggering Event, the Issuers will send noticein contemplation of, such Change of Control Offer electronicallyother Person merging or by first-class mail,consolidating with or into or becoming a copy to the Trustee, to each Holder of NotesRestricted Subsidiary of such series to the address ofspecified Person, and (2) Indebtedness secured by a Lien encumbering any asset acquired by such Holder appearing in the security register or otherwise delivered in accordance with the procedures of DTC with the following information:specified Person. (1) that a Change of Control Offer is being made“Additional Interest” means all additional interest then owing pursuant to the covenant entitled “ChangeRegistration Rights Agreement.
“Affiliate” of Control Triggering Event,any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and that all Notes“under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such series properly tendered pursuantPerson, whether through the ownership of voting securities, by agreement or otherwise. “Applicable Premium” means, with respect to such Change of Control Offer will be accepted for paymentany Note on any Redemption Date as calculated by the Issuers;Issuer, the greater of: (1) 1.0% of the principal amount of such Note, and (2) the purchaseexcess, if any, of (a) the present value at such Redemption Date of (i) the redemption price of such Note at May 1, 2021 (such redemption price being set forth in the table appearing above under the caption “Optional Redemption”), plus (ii) all required remaining scheduled interest payments due on such Note through May 1, 2021 (excluding accrued but unpaid interest to the Redemption Date), computed using a discount rate equal to the Applicable Treasury Rate as of such Redemption Date plus 50 basis points over (b) the then outstanding principal amount of such Note. Calculation of any Applicable Premium is a responsibility of the Issuer, and the purchase date, which willTrustee shall not be no earlier than 15 days nor later than 60 days fromresponsible to calculate or verify any calculation related to the date such notice is sent (the Applicable Premium. “Change of Control Payment Date”), except in the case of a conditional Change of Control Offer made in advance of a Change of Control Triggering Event as described below; (3) that any Note not properly tendered will remain outstanding and continue to accrue interest; (4) that unless the Issuers defaultIssuer defaults in the payment of the Change of Control Payment, all Notes of such series accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date; (5) that Holders electing to have any Notes of such series purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed or otherwise in accordance with the procedures of DTC, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes;providedthat the paying agent receives, not later than the close of business on the second Business Day prior to the expiration date of the Change of Control Offer, a facsimile transmission, letter or other communication in accordance with the procedures of DTC setting forth the name of the Holder of such Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes, or a specified portion thereof, and its election to have such Notes purchased; (7) that Holders whose Notes are being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to at least $2,000 or any integral multiple of $1,000 in excess of $2,000; (8) if such notice is delivered prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control Triggering Event and shall describe each such condition, and, if applicable, shall state that, in the Issuers’Issuer’s discretion, the Change of Control Payment Date may be delayed until such time (including more than 60 days after the notice is mailed or delivered, including by electronic transmission) as any such condition shall be satisfied, or that such repurchase may not occur and such notice may be rescinded in the event that any such condition shall not have been satisfied by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed; and (9) any other instructions, as determined by the Issuers,Issuer, consistent with the covenant described hereunder, that a Holder must follow. The IssuersIssuer will comply with the requirements of Rule14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the Indenture, the IssuersIssuer will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in the Indenture by virtue thereof. On the Change of Control Payment Date, the IssuersIssuer will, to the extent permitted by law: (1) accept for payment all Notes of the applicable series issued by it or portions thereof properly tendered pursuant to the Change of Control Offer; (2) deposit with the paying agent an amount equal to the aggregate Change of Control Payment in respect of all Notes of such series or portions thereof so tendered; and (3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuers.Issuer. The Senior Secured Credit Facilities provide, and future credit agreements or other agreements relating to Indebtedness to which we becomeeither Parent or the Issuer becomes a party may provide, that certain change of control events with respect to Parent or the Issuer would constitute a default thereunder (including a Change of Control Triggering Event under the Indenture). If we experience a change of control that triggers a default under the Senior Secured Credit Facilities or any such future Indebtedness, we could seek a waiver of such default or seek to refinance the Senior Secured Credit Facilities or such future Indebtedness. In the event we do not obtain such a waiver or do not refinance the Senior Secured Credit Facilities or any such future Indebtedness, such default could result in amounts outstanding under the Senior Secured Credit Facilities or such future Indebtedness being declared due and payable. Our ability to pay cash to the Holders of Notes following the occurrence of a Change of Control Triggering Event may be limited by our then-existing financial resources. Therefore, sufficient funds may not be available when necessary to make any required repurchases. The Change of Control Triggering Event purchase feature of the Notes may in certain circumstances make more difficult or discourage a sale or takeover of us and, thus, the removal of incumbent management. The Change of Control Triggering Event purchase feature is a result of negotiations between the Initial Purchasers and us. We have no present intention to engage in a transaction involving a Change of Control Triggering Event, although it is possible that we could decide to do so in the future. Subject to the limitations discussed below, we could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control Triggering Event under the Indenture, but that could increase the amount of Indebtedness outstanding at such time or otherwise affect our capital structure or credit ratings. Restrictions on our ability to incur additional Indebtedness are contained in the covenants described under “—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” and “—Certain Covenants—Liens.” Such restrictions in the Indenture can be waived only with the consent of the Holders of a majority in principal amount of all the then outstanding Notes. Except for the limitations contained in such covenants, however, the Indenture does not contain any covenants or provisions that may afford Holders of the Notes protection in the event of a highly leveraged transaction. The IssuersIssuer will not be required to make a Change of Control Offer following a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control Triggering Event at the time of making of the Change of Control Offer. The definition of “Change of Control” includes a disposition of all or substantially all of the assets of the IssuerParent and its Subsidiaries, taken as a whole, to certain Persons. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve a disposition of “all or substantially all” of the assets of the IssuerParent and its Subsidiaries, taken as a whole. As a result, it may be unclear as to whether a Change of Control Triggering Event has occurred and whether a Holder of Notes may require the IssuersIssuer to make an offer to repurchase the Notes as described above. The provisions under the Indenture relating to the Issuers’Issuer’s obligation to make an offer to repurchase the Notes of a series as a result of a Change of Control Triggering Event may be waived or modified with the written consent of the Holders of a majority in principal amount of all the then outstanding Notes of such series.Notes. Asset Sales The Indenture provides that the IssuerParent will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale, unless: (1) the IssuerParent or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the IssuerParent at the time of contractually agreeing to such Asset Sale) of the assets sold or otherwise disposed of; and (2) except in the case of a Permitted Asset Swap, at least 75.0% of the consideration for such Asset Sale, together with all other Asset Sales since the Issue Date (on a cumulative basis), received by the Issuer Parent or such Restricted Subsidiary, as the case may be, is in the form of Cash Equivalents;provided that the amount of: (a) any liabilities (as shown on the Issuer’sParent’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto or, if incurred or increased subsequent to the date of such balance sheet, such liabilities that would have been shown on the Issuer’sParent’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or increase had taken place on or prior to the date of such balance sheet, as determined by the Issuer)Parent) of the IssuerParent or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Notes, that are assumed by the transferee of any such assets pursuant to a written agreement which releases or indemnifies the IssuerParent or such Restricted Subsidiary from such liabilities; (b) any securities, notes or other obligations or assets received by the IssuerParent or such Restricted Subsidiary from such transferee that are converted by the IssuerParent or such Restricted Subsidiary into Cash Equivalents (to the extent of the Cash Equivalents received) within 180 days (450 days in the case of any securities, notes or other obligations or assets received in respect of any Asset Sale of the Specified Real Property Assets) following the closing of such Asset Sale; and (c) any DesignatedNon-cash Consideration received by the IssuerParent or such Restricted Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other DesignatedNon-cash Consideration received pursuant to this clause (c)I that is at that time outstanding, not to exceed the greater of (i) $710.0 million and (ii) 5.0% of Total Assets at the time of the receipt of such DesignatedNon-cash Consideration, with the fair market value of each item of DesignatedNon-cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be Cash Equivalents for purposes of this provision and for no other purpose. Within 450 days after the receipt of any Net Proceeds of any Asset Sale, the IssuerParent or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale, (1) to permanently reduce Indebtedness as follows: (a) Obligations under the Senior Secured Credit Facilities, and to correspondingly reduce commitments with respect thereto; (b) Obligations under Secured Indebtedness which is secured by a Lien that is permitted by the Indenture, and to correspondingly reduce commitments with respect thereto; (c) Obligations under the Notes or any other Senior Indebtedness of the IssuerParent or any Restricted Subsidiary (and, in the case of other Senior Indebtedness, to correspondingly reduce any outstanding commitments with respect thereto, if applicable);providedthat if the IssuerParent or any Restricted Subsidiary shall so repay any Senior Indebtedness other than the Notes, the IssuersIssuer will either (A) reduce Obligations under each series ofthe Notes on a pro rata basis by, at its option, (i) redeeming Notes as described under “—Optional Redemption” or (ii) purchasing Notes through open-market purchases, or (B) make an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders to purchase their Notes on a ratable basis with such other Senior Indebtedness for no less than 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, thereon up to the principal amount of Notes to be repurchased; or (d) if the assets that are the subject of such Asset Sale are the property or assets of a Restricted Subsidiary that is not the Co-IssuerIssuer or a Guarantor, to permanently reduce Indebtedness of (i) a Restricted Subsidiary that is not the Co-IssuerIssuer or a Guarantor, other than Indebtedness owed to the IssuerParent or any Restricted Subsidiary, or (ii) Parent, the Issuer the Co-Issuer or a Subsidiary Guarantor; or (2) to make (a) an Investment in any one or more businesses,providedthat such Investment in any business is in the form of the acquisition of Capital Stock and results in the IssuerParent or any of its Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (b) capital expenditures or (c) acquisitions of other assets, in each of (a), (b) and (c), used or useful in a Similar Business; or (3) to make an Investment in (a) any one or more businesses,providedthat such Investment in any business is in the form of the acquisition of Capital Stock and results in the IssuerParent or any of its Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (b) capital expenditures, (c) properties or (d) acquisitions of other assets that, in each of (a), (b), (c) and (d), replace the businesses, properties and/or assets that are the subject of such Asset Sale; provided, that a binding commitment entered into not later than such 450th450th day shall be treated as a permitted application of the Net Proceeds from the date of such commitment so long as the Issuer,Parent, or such Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Proceeds will be applied to satisfy such commitment within the later of such 450th450th day and 180 days of such commitment (an “Acceptable Commitment”) and, in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith, the IssuerParent or such Restricted Subsidiary enters into another Acceptable Commitment (a “Second Commitment”) within 180 days of such cancellation or termination;provided further that if any Second Commitment is later cancelled or terminated for any reason before such Net Proceeds are applied, then such Net Proceeds shall constitute Excess Proceeds. Any Net Proceeds from the Asset Sale that are not invested or applied as provided and within the time period set forth in the preceding paragraph will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $200.0 million, the IssuersIssuer shall make an offer (an “Asset Sale Offer”Offer”) to all Holders of the Notes and, if required by the terms of any Indebtedness that rankspari passu with the Notes (“Pari Passu Indebtedness”), to the holders of such Pari Passu Indebtedness, to purchase the maximum aggregate principal amount of the Notes and such Pari Passu Indebtedness that is in an amount equal to at least $2,000, or an integral multiple of $1,000 in excess thereof, that may be purchased out of the Excess Proceeds at an offer price, in the case of the Notes, in cash in an amount equal to 100% of the principal amount thereof (or accreted value thereof, if less), plus accrued and unpaid interest, if any, to the date fixed for the closing of such offer, and in the case of any Pari Passu Indebtedness at the offer price required by the terms thereof but not to exceed 100% of the principal amount thereof, plus accrued and unpaid interest, if any, in accordance with the procedures set forth in the Indenture and the agreement(s) governing such Pari Passu Indebtedness. The IssuersIssuer will commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceed $200.0 million by delivering the notice required pursuant to the terms of the Indenture, with a copy to the Trustee. The IssuersIssuer may satisfy the foregoing obligations with respect to any Net Proceeds from an Asset Sale by making an Asset Sale Offer with respect to such Net Proceeds prior to the expiration of the relevant 450 days (or such longer period provided above) or with respect to Excess Proceeds of $200.0 million or less. To the extent that the aggregate amount of Notes and such Pari Passu Indebtedness, as the case may be, tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the IssuersIssuer may use any remaining Excess Proceeds for any purposes not otherwise prohibited under the Indenture. If the aggregate principal amount of Notes or the Pari Passu Indebtedness, as the case may be, surrendered by such holders thereof exceeds the amount of Excess Proceeds, the IssuersIssuer shall purchase the Notes and such Pari Passu Indebtedness, as the case may be, on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness, as the case may be, tendered with adjustments as necessary so that no Notes or Pari Passu Indebtedness, as the case may be, will be repurchased in part in an unauthorized denomination. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds that resulted in the requirement to make an Asset Sale Offer shall be reset to zero (regardless of whether there are any remaining Excess Proceeds upon such completion). Additionally, the IssuersIssuer may, at theirits option, make an Asset Sale Offer using the proceeds from any Asset Sale at any time after the consummation of such Asset Sale. Upon consummation or expiration of any Asset Sale Offer, any remaining Net Proceeds shall not be deemed Excess Proceeds and the IssuersIssuer may use such Net Proceeds for any purpose not otherwise prohibited under the Indenture. Pending the final application of any Net Proceeds pursuant to this covenant, the holder of such Net Proceeds may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility, including under the Senior Secured Credit Facilities, or otherwise invest such Net Proceeds in any manner not prohibited by the Indenture. The IssuersIssuer will comply with the requirements of Rule14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the Indenture, the IssuersIssuer will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in the Indenture by virtue thereof. The provisions under the Indenture relative to the Issuers’Issuer’s obligation to make an offer to repurchase the Notes of a series as a result of an Asset Sale may be waived or modified with the written consent of the Holders of a majority in principal amount of all the then outstanding Notes of such series.Notes. Our future credit agreements or other similar agreements to which the Issuer becomes party may contain restrictions on the Issuers’Issuer’s ability to repurchase Notes. In the event an Asset Sale occurs at a time when the Issuers areIssuer is prohibited from purchasing Notes, the IssuersIssuer could seek the consent of its lenders to the repurchase of Notes or could attempt to refinance the borrowings that contain such prohibition. If the Issuers doIssuer does not obtain such consent or repay such borrowings, the IssuersIssuer will remain prohibited from repurchasing Notes. In such a case, the Issuers’Issuer’s failure to repurchase tendered Notes would constitute an Event of Default under the Indenture which would, in turn, likely constitute a default under such other agreements. Certain Covenants Set forth below are summaries of certain covenants contained in the Indenture thatand apply to the IssuerParent and its Restricted Subsidiaries. Neither HWP nor HLT Parent are subject to any restrictive covenants under the Indenture. With respect to any series of Notes, ifIf on any date following the Issue Date (i) the Notes of such series have an Investment Grade Rating from either of the Rating Agencies and (ii) no Default has occurred and is continuing under the Indenture, with respect to such series of Notes, then, beginning on that day and continuing at all times thereafter regardless of any subsequent changes in the rating of the Notes, of such series, the covenants specifically listed under the following captions in this “Description of the 2025 and 2027 Exchange Notes” section of this prospectus will no longer be applicable to the Notes of such series:Notes:
(1) “—Repurchase at the Option of Holders—Asset Sales”; (2) “—Limitation on Restricted Payments”; (3) “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; (4) clause (4) of the first paragraph of “—Merger, Consolidation or Sale of All or Substantially All Assets”; (5) “—Transactions with Affiliates”; (6) “—Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries”; and (7) “—Limitation on Guarantees of Indebtedness by Restricted Subsidiaries.” If the IssuerParent and its Restricted Subsidiaries are no longer subject to the Covenants listed above, the Notes will be entitled to substantially less covenant protection. There can be no assurance that the Notes will ever achieve or maintain Investment Grade Rating. Financial Calculations for Limited Condition Acquisitions When calculating the availability under any basket or ratio under the Indenture, in each case in connection with a Limited Condition Acquisition, the date of determination of such basket or ratio and of any Default or Event of Default may, at the option of the Issuer,Parent, be the date the definitive agreements for such Limited Condition Acquisition are entered into and such baskets or ratios shall be calculated with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio after giving effect to such Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable period for purposes of determining the ability to consummate any such Limited Condition Acquisition (and not for purposes of any subsequent availability of any basket or ratio), and, for the avoidance of doubt, (x) if any of such baskets or ratios are exceeded as a result of fluctuations in such basket or ratio (including due to fluctuations in EBITDA of the IssuerParent or the target company) subsequent to such date of determination and at or prior to the consummation of the relevant Limited Condition Acquisition, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations for purposes of determining whether the Limited Condition Acquisition and related transactions are permitted under the Indenture and (y) such baskets or ratios shall not be tested at the time of consummation of such Limited Condition Acquisition or related transactions solely for purposes of determining whether such Limited Condition Acquisition is permitted under the Indenture;provided, however,that if the IssuerParent elects to have such determinations occur at the time of entry into such definitive agreement, any such transactions (including any incurrence of Indebtedness and the use of proceeds thereof) shall be deemed to have occurred on the date the definitive agreements are entered and outstanding thereafter for purposes of calculating any usage of baskets or ratios under the Indenture from and including the date of such agreement and before the consummation of such Limited Condition Acquisition, unless and until such Limited Condition Acquisition has been abandoned or such definitive agreement has expired or been terminated prior to consummation thereof. Limitation on Restricted Payments The IssuerParent will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:
(I) declare or pay any dividend or make any payment or distribution on account of the Issuer’s,Parent’s, or any of its Restricted Subsidiaries’, Equity Interests (in each case, solely to a holder of Equity Interests in such Person’s capacity as a holder of such Equity Interests), including any dividend, payment or distribution payable in connection with any merger, amalgamation or consolidation other than: (a) dividends and distributions by the IssuerParent payable solely in Equity Interests (other than Disqualified Stock) of the IssuerParent or in options, warrants or other rights to purchase such Equity Interests; or (b) dividends and distributions by a Restricted Subsidiary so long as, in the case of any dividend, payment or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Subsidiary, the IssuerParent or a Restricted Subsidiary receives at least its pro rata share of such dividend, payment or distribution in accordance with its Equity Interests in such class or series of securities; (II) purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests of the IssuerParent or any direct or indirect parent company of the Issuer,Parent, including any purchase, redemption, defeasance, acquisition or retirement in connection with any merger, amalgamation or consolidation; (III) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value, in each case, prior to any scheduled repayment, sinking fund payment or maturity, any Subordinated Indebtedness, other than: (a) Indebtedness permitted under clauses (7), (8) and (9) of the second paragraph of the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; or (b) the purchase, repurchase or other acquisition of Subordinated Indebtedness purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase or acquisition; or (IV) make any Restricted Investment (all such payments and other actions set forth in clauses (I) through (IV) above (other than any exceptions thereto) being collectively referred to as “Restricted Payments”), unless, at the time of such Restricted Payment: (1) no Default shall have occurred and be continuing or would occur as a consequence thereof; (2) immediately after giving effect to such transaction on a pro forma basis, the IssuerParent could incur $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” (the “Fixed Charge Coverage Test”);and (3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the IssuerParent and its Restricted Subsidiaries after the 2021 Notes Issue Date (including Restricted Payments permitted by clauses (1), 6(c) and (9) of the next succeeding paragraph (to the extent not deducted in calculating Consolidated Net Income), but excluding all other Restricted Payments permitted by the next succeeding paragraph), is less than the sum of (without duplication): (a) 50% of the Consolidated Net Income of the IssuerParent for the period (taken as one accounting period and including the predecessor of the Issuer)Parent) beginning on July 1, 2013 to the end of the Issuer’sParent’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment, or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit; plus (b) 100% of the aggregate net cash proceeds and the fair market value of marketable securities or other property received by the IssuerParent or its Restricted Subsidiaries since the 2021 Notes Issue Date (other than net cash proceeds to the extent such net cash proceeds have been used to incur Indebtedness or issue Disqualified Stock or Preferred Stock pursuant to clause (12)(a) of the second paragraph of “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”) from the issue or sale of: (i) (A) Equity Interests of the Issuer,Parent, including Treasury Capital Stock (as defined below), but excluding cash proceeds and the fair market value of marketable securities or other property received from the sale of: (x) Equity Interests to any future, present or former employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Issuer,Parent, any direct or indirect parent company of the IssuerParent or any of the Issuer’sParent’s Subsidiaries after the 2021 Notes Issue Date to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of the next succeeding paragraph; and (y) Designated Preferred Stock; and (B) to the extent such net cash proceeds are (or have been) actually contributed to the IssuerParent or any of its Restricted Subsidiaries, Equity Interests of the IssuerParent or any of the Issuer’sParent’s direct or indirect parent companies (excluding contributions of the proceeds from the sale of Designated Preferred Stock of any such companies or contributions to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of the next succeeding paragraph); or (ii) Indebtedness of the IssuerParent or a Restricted Subsidiary that has been converted into or exchanged for such Equity Interests of the IssuerParent or a direct or indirect parent company of the Issuer; Parent;provided, that this clause (b) shall not include the proceeds from (W) Refunding Capital Stock (as defined below) applied in accordance with clause (2) of the next succeeding paragraph, (X) Equity Interests or convertible debt securities of the IssuerParent sold to a Restricted Subsidiary, (Y) Disqualified Stock or debt securities that have been converted into Disqualified Stock or (Z) Excluded Contributions; plus (c) 100% of the aggregate amount of cash and the fair market value of marketable securities or other property contributed to the capital of the IssuerParent or a Restricted Subsidiary or that becomes part of the capital of the IssuerParent or a Restricted Subsidiary through consolidation or merger, in each case since the 2021 Notes Issue Date (other than (i) net cash proceeds to the extent such net cash proceeds have been used to incur Indebtedness or issue Disqualified Stock or Preferred Stock pursuant to clause (12)(a) of the second paragraph of “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock,” (ii) contributions by the IssuerParent or a Restricted Subsidiary and (iii) any Excluded Contributions); plus (d) 100% of the aggregate amount received in cash and the fair market value of marketable securities or other property received by the IssuerParent or any Restricted Subsidiary by means of: (i) the sale or other disposition (other than to the IssuerParent or a Restricted Subsidiary) of, or other returns on Investments from, Restricted Investments made by the IssuerParent or its Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from the IssuerParent or its Restricted Subsidiaries and repayments of loans or advances, and releases of guarantees, which constitute Restricted Investments made by the IssuerParent or its Restricted Subsidiaries, in each case after the 2021 Notes Issue Date; or (ii) the sale (other than to the IssuerParent or a Restricted Subsidiary) of the stock of an Unrestricted Subsidiary or a dividend or distribution (other than an Excluded Contribution) from an Unrestricted Subsidiary (other than, in each case, to the extent the Investment in such Unrestricted Subsidiary was made by the IssuerParent or a Restricted Subsidiary pursuant to clause (7) of the next succeeding paragraph or to the extent such Investment constituted a Permitted Investment), in each case, after the 2021 Notes Issue Date; plus (e) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary or the merger, amalgamation or consolidation of an Unrestricted Subsidiary into the IssuerParent or a Restricted Subsidiary or the transfer of all or substantially all of the assets of an Unrestricted Subsidiary to the IssuerParent or a Restricted Subsidiary after the 2021 Notes Issue Date, the fair market value (as determined by the IssuerParent in good faith) of the Investment in such Unrestricted Subsidiary (or the assets transferred) at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary or at the time of such merger, amalgamation, consolidation or transfer of assets, other than to the extent the Investment in such Unrestricted Subsidiary was made by the IssuerParent or a Restricted Subsidiary pursuant to clause (7) of the next succeeding paragraph or to the extent such Investment constituted a Permitted Investment. The foregoing provisions will not prohibit: (1) the payment of any dividend or other distribution or the consummation of any irrevocable redemption within 60 days after the date of declaration of the dividend or other distribution or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend or other distribution or redemption payment would have complied with the provisions of the Indenture; (2) (a) the redemption, repurchase, defeasance, retirement or other acquisition of any Equity Interests, including any accrued and unpaid dividends thereon (“(“Treasury Capital StockStock””) or Subordinated Indebtedness of the IssuerParent or any Restricted Subsidiary or any Equity Interests of any direct or indirect parent company of the Issuer,Parent, in exchange for, or out of the proceeds of the substantially concurrent sale or issuance (other than to a Restricted Subsidiary) of, Equity Interests of the IssuerParent or any direct or indirect parent company of the IssuerParent to the extent contributed to the IssuerParent (in each case, other than any Disqualified Stock) (“Refunding Capital Stock”), (b) the declaration and payment of dividends on Treasury Capital Stock out of the proceeds of the substantially concurrent sale or issuance (other than to a Subsidiary of the IssuerParent or to an employee stock ownership plan or any trust established by the IssuerParent or any of its Subsidiaries) of Refunding Capital Stock, and (c) if, immediately prior to the retirement of Treasury Capital Stock, the declaration and payment of dividends thereon was permitted under clauses (6)(a) or (b) of this paragraph, the declaration and payment of dividends on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which were used to redeem, repurchase, retire or otherwise acquire any Equity Interests of any direct or indirect parent company of the Issuer)Parent) in an aggregate amount per year no greater than the aggregate amount of dividends per annum that were declarable and payable on such Treasury Capital Stock immediately prior to such retirement; (3) the prepayment, defeasance, redemption, repurchase, exchange or other acquisition or retirement (a) of Subordinated Indebtedness of Parent, the Issuer the Co-Issuer or a Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of Parent, the Issuer the Co-Issuer or a Guarantor or Disqualified Stock of Parent, the Issuer the Co-Issuer or a Guarantor or (b) Disqualified Stock of Parent, the Issuer the Co-Issuer or a Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, Disqualified Stock of Parent, the Issuer the Co-Issuer or a Guarantor, that, in each case, is incurred or issued, as applicable, in compliance with “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” so long as: (a) the principal amount (or accreted value, if applicable) of such new Indebtedness or the liquidation preference of such new Disqualified Stock does not exceed the principal amount of (or accreted value, if applicable), plus any accrued and unpaid interest on, the Subordinated Indebtedness or the liquidation preference of, plus any accrued and unpaid dividends on, the Disqualified Stock being so prepaid, defeased, redeemed, repurchased, exchanged, acquired or retired for value, plus the amount of any premium (including tender premium) required to be paid under the terms of the instrument governing the Subordinated Indebtedness or Disqualified Stock being so defeased, redeemed, repurchased, exchanged, acquired or retired, defeasance costs and any fees and expenses incurred in connection with the issuance of such new Indebtedness or Disqualified Stock; (b) such new Indebtedness is subordinated to the Notes or the applicable Guarantee at least to the same extent as such Subordinated Indebtedness so defeased, redeemed, repurchased, exchanged, acquired or retired; (c) such new Indebtedness or Disqualified Stock has a final scheduled maturity date equal to or later than the final scheduled maturity date of the Subordinated Indebtedness or Disqualified Stock being so defeased, redeemed, repurchased, exchanged, acquired or retired (or, if earlier, a date that is at least 91 days after the maturity date of the applicable series of Notes); and (d) such new Indebtedness or Disqualified Stock has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the Subordinated Indebtedness or Disqualified Stock being so defeased, redeemed, repurchased, exchanged, acquired or retired (or requires no or nominal payments in cash prior to the date that is 91 days after the maturity date of the applicable series of Notes); (4) a Restricted Payment to pay for the repurchase, redemption or other acquisition or retirement for value of Equity Interests (other than Disqualified Stock) of the IssuerParent or any direct or indirect parent company of the IssuerParent held by any future, present or former employee, director, officer, member of management or consultant (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Issuer,Parent, any of its Subsidiaries or any of its direct or indirect parent companies pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement, or any stock subscription or shareholder agreement (including, for the avoidance of doubt, any principal and interest payable on any Indebtedness incurred or issued by the IssuerParent or any direct or indirect parent company of the IssuerParent in connection with such repurchase, retirement or other acquisition);provided, that the aggregate amount of Restricted Payments made under this clause (4) do not exceed in any calendar year an amount equal to $150.0 million (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum (without giving effect to the following proviso) of $400.0 million in any calendar year);provided, further, that such amount in any calendar year under this clause may be increased by an amount not to exceed: (a) the cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of the IssuerParent and, to the extent contributed to the Issuer,Parent, the cash proceeds from the sale of Equity Interests of any of the Issuer’sParent’s direct or indirect parent companies, in each case to any future, present or former employees, directors, officers, members of management, or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Issuer,Parent, any of its Subsidiaries or any of its direct or indirect parent companies that occurs after the 2021 Notes Issue Date, to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by virtue of clause (3) of the preceding paragraph;plus (b) the cash proceeds of key man life insurance policies received by the IssuerParent or its Restricted Subsidiaries (or any direct or indirect parent company to the extent contributed to the Issuer)Parent) after the 2021 Notes Issue Date; less (c) the amount of any Restricted Payments previously made with the cash proceeds described in clauses (a) and (b) of this clause (4); andprovided,further, that (i) cancellation of Indebtedness owing to the IssuerParent or any Restricted Subsidiary from any future, present or former employees, directors, officers, members of management or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Issuer,Parent, any of the Issuer’sParent’s direct or indirect parent companies or any of the Issuer’sParent’s Restricted Subsidiaries in connection with a repurchase of Equity Interests of the IssuerParent or any of its direct or indirect parent companies and (ii) the repurchase of Equity Interests deemed to occur upon the exercise of options, warrants or similar instruments if such Equity Interests represent all or a portion of the exercise price thereof or payments, in lieu of the issuance of fractional Equity Interests or withholding to pay other taxes payable in connection therewith, in the case of each of clauses (i) and (ii), will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provision of the Indenture; (5) the declaration and payment of dividends to holders of any class or series of Disqualified Stock of the IssuerParent or any of its Restricted Subsidiaries or any class or series of Preferred Stock of any Restricted Subsidiary issued in accordance with the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” to the extent such dividends are included in the definition of “Fixed Charges”; (6) (a) the declaration and payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) issued by the IssuerParent or any of its Restricted Subsidiaries after the 2021 Notes Issue Date; (b) the declaration and payment of dividends to any direct or indirect parent company of the Issuer,Parent, the proceeds of which will be used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) issued by such parent company after the 2021 Notes Issue Date,providedthat the amount of dividends paid pursuant to this clause (b) shall not exceed the aggregate amount of cash actually contributed to the IssuerParent from the sale of such Designated Preferred Stock; or (c) the declaration and payment of dividends on Refunding Capital Stock that is Preferred Stock in excess of the dividends declarable and payable thereon pursuant to clause (2) of this paragraph; provided, in the case of each of (a) and (c) of this clause (6), that for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock or the declaration of such dividends on Refunding Capital Stock that is Preferred Stock, after giving effect to such issuance or declaration on a pro forma basis, the IssuerParent and its Restricted Subsidiaries on a consolidated basis would have had a Fixed Charge Coverage Ratio of at least 2.00 to 1.00; (7) Investments in Unrestricted Subsidiaries having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (7) that are at the time outstanding, without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities (until such proceeds are converted to Cash Equivalents), not to exceed the greater of (i) $1,000.0 million and (ii) 8.0% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value); (8) payments made or expected to be made by the IssuerParent or any Restricted Subsidiary in respect of withholding or similar taxes payable upon exercise of Equity Interests by any future, present or former employee, director, officer, member of management or consultant (or their respective Controlled Investment Affiliates or Immediate Family Members) of the IssuerParent or any Restricted Subsidiary or any direct or indirect parent company of the IssuerParent and any repurchases of Equity Interests deemed to occur upon exercise of stock options, warrants or other equity-based awards if such Equity Interests represent a portion of the exercise price of such options, warrants or awards; (9) the declaration and payment of dividends on, or the purchase, redemption, defeasance or other acquisition or retirement for value of, the Issuer’sParent’s common shares (or the payment of dividends to any direct or indirect parent company of the IssuerParent to fund a payment of dividends on such company’s common stock or to fund such company’s purchase, redemption, defeasance or other acquisition or retirement for value of such company’s common stock), in an amount not to exceed the sum of (A) up to 6.0% per annum of the amount of net cash proceeds received by or contributed to the IssuerParent since the 2021 Notes Issue Date from any public offering of the Issuer’sParent’s common shares or the common stock of any direct or indirect parent company of the Issuer,Parent, other than public offerings with respect to the Issuer’sParent’s common shares or the common stock of any direct or indirect parent company of the IssuerParent registered on FormS-4 or FormS-8 and other than any public sale constituting an Excluded Contribution; and (B) an aggregate amount per annum not to exceed 6.0% of Market Capitalization; (10) Restricted Payments, in an aggregate amount taken together with all other Restricted Payments made pursuant to this clause (10), that are made (a) in an amount equal to the amount of Excluded Contributions received since the 2021 Notes Issue Date or (b) without duplication with clause (a), in an amount equal to the Net Proceeds from an Asset Sale in respect of property or assets acquired after the 2021 Notes Issue Date, if the acquisition of such property or assets was financed with Excluded Contributions; (11)(i) Restricted Payments in an aggregate amount taken together with all other Restricted Payments made pursuant to this clause (11)(i) (in the case of Restricted Investments, at the time outstanding (without giving effect to the sale of an Investment to the extent the proceeds of such sale do not consist of, or have not been subsequently sold or transferred for, Cash Equivalents)) not to exceed the greater of (A) $430.0 million and (B) 3.0% of Total Assets at such time; and (ii) any Restricted Payments, so long as, after giving pro forma effect to the payment of any such Restricted Payment, the Consolidated Total Debt Ratio shall be no greater than 4.04.00 to 1.00; (12) distributions or payments of Securitization Fees; (13) any Restricted Payment used to fund amounts owed to Affiliates (including dividends to any direct or indirect parent company of the IssuerParent to permit payment by such parent company of such amounts), in each case to the extent permitted by the covenant described under “—Transactions with Affiliates”; (14) the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness pursuant to the provisions similar to those described under the captions “—Repurchase at the Option of Holders—Change of Control Triggering Event” and “—Repurchase at the Option of Holders—Asset Sales”;provided, that if the IssuersIssuer shall have been required to make a Change of Control Offer or Asset Sale Offer, as applicable, to purchase the Notes of a series on the terms provided in the Indenture applicable to Change of Control Offers or Asset Sale Offers, respectively, all Notes of such series validly tendered by Holders of Notes of such seriesNotes in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed, acquired or retired for value; (15) the declaration and payment of dividends or distributions by the IssuerParent to, or the making of loans to, any direct or indirect parent company of the IssuerParent in amounts required for any direct or indirect parent company of the IssuerParent to pay, in each case without duplication: (a) franchise, excise and similar taxes, and other fees and expenses, required to maintain their corporate existence; (b) consolidated, combined or similar foreign, federal, state or local income or similar taxes of a tax group that includes the IssuerParent and/or its Subsidiaries and whose common parent is a direct or indirect parent of the Issuer,Parent, to the extent such income or similar taxes are attributable to the income of the IssuerParent and its Restricted Subsidiaries or, to the extent of any cash amounts actually received from its Unrestricted Subsidiaries for such purpose, to the income of such Unrestricted Subsidiaries;provided, that in each case the amount of such payments in respect of any fiscal year does not exceed the amount that the IssuerParent and/or its Restricted Subsidiaries (and, to the extent permitted above, its Unrestricted Subsidiaries), as applicable, would have been required to pay in respect of the relevant foreign, federal, state or local income or similar taxes for such fiscal year had the Issuer,Parent, its Restricted Subsidiaries and/or its Unrestricted Subsidiaries (to the extent described above), as applicable, (A) paid such taxes separately from any such parent company or (B) if the IssuerParent is treated as a disregarded entity or partnership for U.S. federal, state and/or local income tax purposes for such period, were the IssuerParent a taxpayer and parent of a consolidated group and had paid such taxes for the Issuer,Parent, its Restricted Subsidiaries and/or its Unrestricted Subsidiaries (to the extent described above); (c) customary salary, bonus and other benefits payable to employees, directors, officers and managers of any direct or indirect parent company of the IssuerParent to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the IssuerParent and its Restricted Subsidiaries; (d) general corporate operating and overhead costs and expenses and listing fees and other costs and expenses attributable to being a publicly traded company of the IssuerParent or any direct or indirect parent company of the Issuer;Parent; (e) fees and expenses other than to Affiliates of the IssuerParent related to any unsuccessful equity or debt offering of such parent entity; (f) amounts payable pursuant to (x) the Support and Services Agreement or (y) any of the Transaction Agreements (including, in each case, any amendment thereto or replacement thereof so long as any such amendment or replacement is not materially disadvantageous in the good faith judgment of the board of directors of the IssuerParent to the Holders when taken as a whole, as compared to the applicable agreement as in effect immediately prior to such amendment or replacement), solely to the extent such amounts are not paid directly by the IssuerParent or its Subsidiaries; (g) cash payments in lieu of issuing fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of the IssuerParent or any direct or indirect parent company of the Issuer;Parent; (h) to finance Investments that would otherwise be permitted to be made pursuant to this covenant if made by the Issuer;Parent;provided, that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment, (B) such direct or indirect parent company shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) to be contributed to the capital of the IssuerParent or one of its Restricted Subsidiaries or (2) the merger or amalgamation of the Person formed or acquired into the IssuerParent or one of its Restricted Subsidiaries (to the extent not prohibited by the covenant described under the caption “—Merger, Consolidation or Sale of All or Substantially All Assets” below) in order to consummate such Investment, (C) such direct or indirect parent company and its Affiliates (other than the IssuerParent or a Restricted Subsidiary) receives no consideration or other payment in connection with such transaction except to the extent the IssuerParent or a Restricted Subsidiary could have given such consideration or made such payment in compliance with the Indenture, (D) any property received by the IssuerParent shall not increase amounts available for Restricted Payments pursuant to clause (3) of the preceding paragraph and (E)I such Investment shall be deemed to be made by the IssuerParent or such Restricted Subsidiary pursuant to another provision of this covenant (other than pursuant to clause (10) hereof) or pursuant to the definition of “Permitted Investments” (other than clause (9) thereof); and (i) amounts that would be permitted to be paid by the IssuerParent under clauses (3), (4), (7), (8), (12), (13) and (16) of the covenant described under “—Transactions with Affiliates”;provided, that the amount of any dividend or distribution under this clause (15)(i) to permit such payment shall reduce, without duplication, Consolidated Net Income of the IssuerParent to the extent, if any, that such payment would have reduced Consolidated Net Income of the IssuerParent if such payment had been made directly by the IssuerParent and increase (or, without duplication of any reduction of Consolidated Net Income, decrease) EBITDA to the extent, if any, that Consolidated Net Income is reduced under this clause (15)(i) and such payment would have been added back to (or, to the extent excluded from Consolidated Net Income, would have been deducted from) EBITDA if such payment had been made directly by the Issuer,Parent, in each case, in the period such payment is made; and (16) the distribution, by dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to the IssuerParent or a Restricted Subsidiary by Unrestricted Subsidiaries (other than Unrestricted Subsidiaries the primary assets of which are cash and/or Cash Equivalents); provided, that at the time of, and after giving effect to, any Restricted Payment permitted under clause (11)(ii) above, no Event of Default shall have occurred and be continuing or would occur as a consequence thereof. For purposes of determining compliance with this covenant, in the event that a proposed Restricted Payment (or a portion thereof) meets the criteria of clauses (1) through (16) above and/or one or more of the clauses contained in the definition of “Permitted Investments,” or is entitled to be made pursuant to the first paragraph of this covenant, the IssuerParent will be entitled to divide or classify or later divide or reclassify (based on circumstances existing on the date of such reclassification) such Restricted Payment (or a portion thereof) between such clauses (1) through (16) and such first paragraph and/or one or more of the clauses contained in the definition of “Permitted Investments,” in any manner that otherwise complies with this covenant. As of the date of this prospectus, all of the Issuer’sParent’s Subsidiaries are Restricted Subsidiaries. The IssuerParent will not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the penultimate sentence of the definition of “Unrestricted Subsidiary.” For purposes of designating any Restricted Subsidiary asanas an Unrestricted Subsidiary, all outstanding Investments by the IssuerParent and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be Restricted Payments in an amount determined as set forth in the penultimate sentence of the definition of “Investments.” Such designation will be permitted only if a Restricted Payment in such amount would be permitted at such time, pursuant to this covenant or pursuant to the definition of “Permitted Investments,” and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Unrestricted Subsidiaries will not be subject to any of the restrictive covenants set forth in the Indenture. For the avoidance of doubt, this covenant shall not restrict the making of any “AHYDO catch up payment” with respect to, and required by the terms of, any Indebtedness of the IssuerParent or any of its Restricted Subsidiaries permitted to be incurred under the terms of the Indenture. For the purposes of this covenant, any payment made on or after the 2021 Notes Issue Date, but prior to the Issue Date, shall be deemed to be a “Restricted Payment” to the extent that such payment would have been a Restricted Payment had the Indenture been in effect at the time of such payment (and, to the extent that such Restricted Payment was permitted by the first paragraph or clauses (1) through (16) above or as a Permitted Investment, such Restricted Payment may be deemed by the IssuerParent to have been made pursuant to such clause). As of December 31, 2018, the Issuer would have been able to make Restricted Payments in an amount not less than approximately $2.5 billion pursuant to the first paragraph of this covenant, and would have been able to make Restricted Payments in the amount of approximately $1.7 billion pursuant to clause (10) of the second paragraph of this covenant. Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock The IssuerParent will not, and will not permit any of its Restricted Subsidiaries (including the Co-Issuer)Issuer) to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and the IssuerParent will not issue any shares of Disqualified Stock and will not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or any Restricted Subsidiary that is not the Co-IssuerIssuer or a Guarantor to issue Preferred Stock;provided, that the IssuerParent may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and any Restricted Subsidiary that is not the Co-IssuerIssuer or a Guarantor may issue shares of Preferred Stock, if the Fixed Charge Coverage Ratio on a consolidated basis of the IssuerParent and its Restricted Subsidiaries’ for the most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period;provided that the then outstanding aggregate principal amount of Indebtedness (including Acquired Indebtedness), Disqualified Stock and Preferred Stock that may be incurred or issued, as applicable, pursuant to this paragraph (plus any Refinancing Indebtedness in respect thereof) by Restricted Subsidiaries that are not the Co-Issuer
Issuer or Guarantors shall not exceed the greater of (i) $605.0 million and (ii) 4.25% of Total Assets (determined on the date of such incurrence). The foregoing limitations will not apply to: (1) Indebtedness incurred pursuant to any Credit Facilities by the IssuerParent or any Restricted Subsidiary and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof);providedthat immediately after giving effect to any such incurrence or issuance, the then outstanding aggregate principal amount of all Indebtedness incurred or issued under this clause (1) does not exceed $6,725 million; (2) the incurrence by the Issuer the Co-Issuer and any Guarantor of Indebtedness represented by the Notes (including any guarantee thereof, but excluding any Additional Notes); (3) Indebtedness of the IssuerParent and its Restricted Subsidiaries in existence on the Issue Date (other than Indebtedness described in clauses (1) and (2)); (4) Indebtedness consisting of Capitalized Lease Obligations and Purchase Money Obligations in an aggregate principal amount (together with any Refinancing Indebtedness in respect thereof) not to exceed the greater of (i) $710.0 million and (ii) 5.0% of Total Assets (in each case, determined at the date of incurrence or issuance); so long as such Indebtedness exists at the date of such purchase, lease or improvement, or is created within 365 days thereafter (for the avoidance of doubt, the purchase date for any asset shall be the later of the date of completion of construction or installation and the beginning of the full productive use of such asset); (5) Indebtedness incurred by the IssuerParent or any of its Restricted Subsidiaries constituting reimbursement obligations with respect to letters of credit, bank guarantees, banker’s acceptances, warehouse receipts, or similar instruments issued or created in the ordinary course of business, including letters of credit in favor of suppliers or trade creditors or in respect of workers’ compensation claims, performance or surety bonds, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims, performance or surety bonds, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance;provided, that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 45 Business Days following such drawing or incurrence; (6) Indebtedness arising from (a) Permitted Intercompany Activities and (b) agreements of the IssuerParent or its Restricted Subsidiaries providing for indemnification, adjustment of purchase price, earnouts or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition;provided, that such Indebtedness is not reflected on the balance sheet of the Issuer,Parent, or any of its Restricted Subsidiaries (Contingent Obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (6)); (7) Indebtedness of the IssuerParent to a Restricted Subsidiary;provided, that any such Indebtedness owing to a Restricted Subsidiary that is not the Co-IssuerIssuer or a Subsidiary Guarantor is subordinated in right of payment to Parent’s Guarantee of the Notes (for the avoidance of doubt, any such Indebtedness owing to a Restricted Subsidiary that is not the Co-IssuerIssuer or a Subsidiary Guarantor shall be deemed to be expressly subordinated in right of payment to Parent’s Guarantee of the Notes unless the terms of such Indebtedness expressly provide otherwise);provided, further, that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the IssuerParent or another Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien) shall be deemed, in each case, to be an incurrence of such Indebtedness (to the extent such Indebtedness is then outstanding) not permitted by this clause (7); (8) Indebtedness of a Restricted Subsidiary to the IssuerParent or another Restricted Subsidiary;provided, that if the Issuer the Co-Issuer or a Subsidiary Guarantor incurs such Indebtedness to a Restricted Subsidiary that is not the Co-IssuerIssuer or a Guarantor, such Indebtedness is subordinated in right of payment to the Notes or such Subsidiary Guarantor’s Guarantee of the Notes (for the avoidance of doubt, any such Indebtedness owing to a Restricted Subsidiary that is not the Co-IssuerIssuer or a Guarantor shall be deemed to be expressly subordinated in right of payment to the Notes or such Subsidiary Guarantor’s Guarantee of the Notes unless the terms of such Indebtedness expressly provide otherwise);provided,further, that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of any such Indebtedness (except to the IssuerParent or another Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien) shall be deemed, in each case, to be an incurrence of such Indebtedness (to the extent such Indebtedness is then outstanding) not permitted by this clause (8); (9) shares of Preferred Stock of a Restricted Subsidiary issued to the IssuerParent or another Restricted Subsidiary;provided, that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to the IssuerParent or another of its Restricted Subsidiaries or any pledge of such Capital Stock constituting a Permitted Lien) shall be deemed in each case to be an issuance of such shares of Preferred Stock (to the extent such Preferred Stock is then outstanding) not permitted by this clause (9); (10) Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes) for the purpose of limiting interest rate risk with respect to any Indebtedness permitted to be incurred under the Indenture, exchange rate risk or commodity pricing risk; (11) obligations in respect of self-insurance and obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the IssuerParent or any of its Restricted Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent with past practice; (12) (a) Indebtedness or Disqualified Stock of the IssuerParent and Indebtedness, Disqualified Stock or Preferred Stock of the IssuerParent or any Restricted Subsidiary in an aggregate principal amount or liquidation preference up to 200% of the net cash proceeds received by the IssuerParent since the 2021 Notes Issue Date from the issue or sale of Equity Interests of the IssuerParent or any direct or indirect parent company of the IssuerParent or cash contributed to the capital of the IssuerParent (in each case, other than Excluded Contributions, proceeds of Disqualified Stock or sales of Equity Interests to the IssuerParent or any of its Subsidiaries) as determined in accordance with clauses (3)(b) and (3)(c) of the first paragraph of “—Limitation on Restricted Payments” to the extent such net cash proceeds or cash have not been applied pursuant to such clauses to make Restricted Payments pursuant to the second paragraph of “—Limitation on Restricted Payments” or to make Permitted Investments specified in clauses (8), (11), (13), (28) or (29) of the definition thereof, and (b) Indebtedness or Disqualified Stock of the IssuerParent and Indebtedness, Disqualified Stock or Preferred Stock of the IssuerParent or any Restricted Subsidiary in an aggregate principal amount or liquidation preference, which, when aggregated with the principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and incurred pursuant to this clause (12)(b), does not at any time outstanding exceed the greater of (i) $800.0 million and (ii) 4.0% of Total Assets (in each case, determined on the date of such incurrence); it being understood that any Indebtedness, Disqualified Stock or Preferred Stock incurred pursuant to this clause (12)(b) shall cease to be deemed incurred or outstanding for purposes of this clause (12)(b) but shall be deemed incurred for the purposes of the first paragraph of this covenant from and after the first date on which the IssuerParent or such Restricted Subsidiary could have incurred such Indebtedness, Disqualified Stock or Preferred Stock under the first paragraph of this covenant without reliance on this clause (12)(b); (13) the incurrence or issuance by the IssuerParent or any Restricted Subsidiary of Indebtedness, Disqualified Stock or Preferred Stock which serves to extend, replace, refund, refinance, renew or defease any Indebtedness, Disqualified Stock or Preferred Stock incurred or issued as permitted under the first paragraph of this covenant and clauses (2), (3), (4) and (12)(a) above, this clause (13) and clause (14) below or any Indebtedness, Disqualified Stock or Preferred Stock incurred or issued to so extend, replace, refund, refinance, renew or defease such Indebtedness, Disqualified Stock or Preferred Stock, including, in each case, additional Indebtedness, Disqualified Stock or Preferred Stock incurred to pay premiums (including tender premiums), defeasance costs, and accrued interest, fees and expenses in connection therewith (the “Refinancing Indebtedness”) prior to its respective maturity;provided, that such Refinancing Indebtedness: (a) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being extended, replaced, refunded, refinanced, renewed or defeased (or requires no or nominal payments in cash prior to the date that is 91 days after the maturity date of the Notes); (b) to the extent such Refinancing Indebtedness extends, replaces, refunds, refinances, renews or defeases (i) Indebtedness subordinated in right of payment to the Notes or any Guarantee thereof, such Refinancing Indebtedness is subordinated in right of payment to the Notes or the Guarantee thereof at least to the same extent as the Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased or (ii) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness must be Disqualified Stock or Preferred Stock, respectively; and (c) shall not include: (i) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of the IssuerParent that is not the Co-IssuerIssuer or a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of Parent; (ii) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of Parent that is not the Issuer or a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of the Issuer; (ii) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of the Issuer that is not the Co-Issuer or a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of the Co-Issuer or a Subsidiary Guarantor; or
(iii) Indebtedness or Disqualified Stock of the IssuerParent or Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary that refinances Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary; and,provided,further, that subclause (a) of this clause (13) will not apply to (x) any extension, replacement, refunding, refinancing, renewal or defeasance of any Credit Facilities, Secured Indebtedness or Indebtedness incurred pursuant to clause (4) above or (y) an aggregate amount of Indebtedness not to exceed $1,000.0 million at any time outstanding that otherwise qualifies as “Refinancing Indebtedness;” (14) (a) Indebtedness, Disqualified Stock or Preferred Stock of the IssuerParent or a Restricted Subsidiary incurred or issued to finance an acquisition (or other purchase of assets) or (b) Indebtedness, Disqualified Stock or Preferred Stock of Persons that are acquired by the IssuerParent or any Restricted Subsidiary or merged into or consolidated with the IssuerParent or a Restricted Subsidiary in accordance with the terms of the Indenture;provided, that in the case of clauses (a) and (b), after giving effect to such acquisition, merger, amalgamation or consolidation, (1) the aggregate amount of such Indebtedness does not exceed $100.0 million at any time outstanding or (2) either (x) the IssuerParent would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Test set forth in the first paragraph of this covenant or (y) the Fixed Charge Coverage Ratio for the IssuerParent and its Restricted Subsidiaries is equal to or greater than immediately prior to such acquisition, merger, amalgamation or consolidation; (15) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; (16) Indebtedness of the IssuerParent or any of its Restricted Subsidiaries supported by a letter of credit issued pursuant to the Credit Facilities, in a principal amount not in excess of the stated amount of such letter of credit; (17) (a) any guarantee by the IssuerParent or a Restricted Subsidiary of Indebtedness or other obligations of any Restricted Subsidiary so long as the incurrence of such Indebtedness by such Restricted Subsidiary is permitted under the terms of the Indenture, and (b) any guarantee by a Restricted Subsidiary of Indebtedness or other obligations of the IssuerParent so long as the incurrence of such Indebtedness by such Restricted Subsidiary is permitted under the terms of the Indenture; or (c) any incurrence by the Co-Issuer of Indebtedness as a co-issuer of Indebtedness of the Issuer that was permitted to be incurred by another provision of this covenant;
(18) (a) Indebtedness consisting of Indebtedness issued by the IssuerParent or any of its Restricted Subsidiaries to future, present or former employees, directors, officers, managers and consultants thereof, their respective Controlled Investment Affiliates or Immediate Family Members, in each case to finance the purchase or redemption of Equity Interests of the IssuerParent or any direct or indirect parent company of the IssuerParent to the extent described in clause (4) of the second paragraph under the caption “—Limitation on Restricted Payments” and (b) Indebtedness representing deferred compensation to employees of the IssuerParent (or any direct or indirect parent thereof) or any of its Restricted Subsidiaries incurred in the ordinary course of business; (19) to the extent constituting Indebtedness, customer deposits and advance payments (including progress premiums) received in the ordinary course of business from customers for goods and services purchased in the ordinary course of business; (20) (a) Indebtedness owed on a short-term basis of no longer than 30 days to banks and other financial institutions incurred in the ordinary course of business of the IssuerParent and its Restricted Subsidiaries with such banks or financial institutions that arises in connection with ordinary banking arrangements to manage cash balances of the IssuerParent and its Restricted Subsidiaries and (b) Indebtedness in respect of Bank Products; (21) Indebtedness incurred by a Restricted Subsidiary in connection with bankers’ acceptances, discounted bills of exchange or the discounting or factoring of receivables or payables for credit management purposes, in each case incurred or undertaken consistent with past practice or in the ordinary course of business on arm’s length commercial terms; (22) Indebtedness of the IssuerParent or any of its Restricted Subsidiaries consisting of (a) the financing of insurance premiums or(b) take-or-pay obligations contained in supply arrangements, in each case incurred in the ordinary course of business; (23) the incurrence of Indebtedness of Restricted Subsidiaries of the IssuerParent that are not the Co-IssuerIssuer or Subsidiary Guarantors in an amount at any one time outstanding under this clause (23) not to exceed together with any other Indebtedness incurred under this clause (23) the greater of (i) $285.0 million and (ii) 2.0% of Total Assets (in each case, determined on the date of such incurrence); it being understood that any Indebtedness deemed incurred pursuant to this clause (23) shall cease to be deemed incurred or outstanding for purposes of this clause (23) but shall be deemed incurred for the purposes of the first paragraph of this covenant from and after the first date on which the IssuerParent or such Restricted Subsidiaries could have incurred such Indebtedness under the first paragraph of this covenant without reliance on this clause (23); (24) Indebtedness of the IssuerParent or any of its Restricted Subsidiaries undertaken in connection with cash management and related activities with respect to any Subsidiary or joint venture in the ordinary course of business; (25) Indebtedness of Foreign Subsidiaries of the IssuerParent in an amount not to exceed, at any one time outstanding and together with any other Indebtedness incurred under this clause (25), 10.0% of the total assets of the Foreign Subsidiaries on a consolidated basis as shown on the Issuer’sParent’s most recent balance sheet (it being understood that any Indebtedness incurred pursuant to this clause (25) shall cease to be deemed incurred or outstanding for purposes of this clause (25) but shall be deemed incurred for the purposes of the first paragraph of this covenant from and after the first date on which the IssuerParent or its Restricted Subsidiaries could have incurred such Indebtedness under the first paragraph of this covenant without reliance on this clause (25)); and (26) Indebtedness incurred by the IssuerParent or any of the Restricted Subsidiaries to the extent that the net proceeds thereof are deposited with the Trustee at or promptly after the funding of such Indebtedness to satisfy and discharge the Notes or exercise the Issuer’s legal defeasance or covenant defeasance option as described under “—Legal Defeasance and Covenant Defeasance,” in each case, in accordance with the Indenture. For purposes of determining compliance with this covenant: (1) in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) meets the criteria of more than one of the categories of permitted Indebtedness, Disqualified Stock or Preferred Stock described in clauses (1) through (26) above or is entitled to be incurred pursuant to the first paragraph of this covenant, the Issuer,Parent, in its sole discretion, may classify or reclassify such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) and will only be required to include the amount and type of such Indebtedness, Disqualified Stock or Preferred Stock in one of the above clauses or under the first paragraph of this covenant;provided, that all Indebtedness outstanding under the Senior Secured Credit Facilities on the Issue Date will be treated as incurred on the Issue Date under clause (1) of the second paragraph above; and (2) the IssuerParent will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in the first and second paragraphs above. Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount and the payment of interest or dividends in the form of additional Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, of the same class will not be deemed to be an incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this covenant. Any Refinancing Indebtedness and any Indebtedness permitted to be incurred under the Indenture to refinance Indebtedness incurred pursuant to clauses (1) and (12)(b) above shall be deemed to include additional Indebtedness, Disqualified Stock or Preferred Stock incurred to pay premiums (including tender premiums), defeasance costs, fees and expenses in connection with such refinancing. For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. Dollar Equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt;provided, that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed (a) the principal amount of such Indebtedness being refinanced plus (b) the aggregate amount of fees, underwriting discounts, premiums (including tender premiums) and other costs and expenses (including original issue discount, upfront fees or similar fees) incurred in connection with such refinancing. The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing. The Indenture provides that the IssuerParent will not, and will not permit the Co-IssuerIssuer or any Subsidiary Guarantor to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) that is contractually subordinated or junior in right of payment to any Indebtedness of Parent, the Issuer the Co-Issuer or such Guarantor, as the case may be, unless such Indebtedness is expressly subordinated in right of payment to the Notes or such Guarantor’s Guarantee to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of Parent, the Issuer the Co-Issuer or such Guarantor, as the case may be. The Indenture does not treat (1) unsecured Indebtedness as subordinated or junior to Secured Indebtedness merely because it is unsecured or (2) Indebtedness as subordinated or junior to any other Indebtedness merely because it has a junior priority with respect to the same collateral or because it is guaranteed by other obligors. Liens The IssuerParent will not, and will not permit the Co-IssuerIssuer or any Subsidiary Guarantor to, directly or indirectly, create, incur, assume or suffer to exist any Lien (except Permitted Liens) that secures Obligations under any Indebtedness or any related guarantee of Indebtedness, on any asset or property of Parent, the Issuer the Co-Issuer or any Subsidiary Guarantor, or any income or profits therefrom, or assign or convey any right to receive income therefrom, unless:
(1) in the case of Liens securing Subordinated Indebtedness, the Notes and related Guarantees of the applicable series are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; and (2) in all other cases, the Notes or the Guarantees of the applicable series are equally and ratably secured, except that the foregoing shall not apply to or restrict Liens securing obligations in respect of the Notes and the related guarantees of such series.guarantees. Any Lien created for the benefit of the Holders of the Notes pursuant to this covenant shall be deemed automatically and unconditionally released and discharged upon the release and discharge of each of the Liens described in clauses (1) and (2) above. Merger, Consolidation or Sale of All or Substantially All Assets TheParent and the Issuer. TheNeither Parent nor the Issuer may not consolidate or merge with or into or wind up into (whether or not Parent or the Issuer, as applicable, is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:
(1) Parent or the Issuer, as the case may be, is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than Parent or the Issuer)Issuer, as applicable) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made, is a Person organized or existing under the laws of the jurisdictionjurisidiction of organization of Parent or the Issuer, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Person, as the case may be, being herein called the “Successor Company”);provided, that in the case where the surviving Person is not a corporation, aco-obligor of the Notes is a corporation; (2) the Successor Company, if other than Parent or the Issuer, as the case may be, expressly assumes all the obligations of Parent or the Issuer, as the case may be, under the Indenture, the Notes and the Registration Rights Agreement (if the exchange offer contemplated therein has not been consummated) pursuant to supplemental indentures or other documents or instruments; (3) immediately after such transaction, no Default exists; (4) immediately after giving pro forma effect to such transaction and any related financing transactions, as if such transactions had occurred at the beginning of the applicable four-quarter period, (a) the Successor Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Test, or (b) the Fixed Charge Coverage Ratio for the Successor Company and its Restricted Subsidiaries would be equal to or greater than the Fixed Charge Coverage Ratio for the IssuerParent and its Restricted Subsidiaries immediately prior to such transaction; (5) each Guarantor, unless it is the other party to the transactions described above, in which case clause (1)(b) of the third succeeding paragraph shall apply, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under the Indenture, the Notes and the Registration Rights Agreement; and (6) ifParent or the Successor Company is not a corporation,Issuer, as the Co-Issuer (unless it is the party to the transactions described above) shall have by supplemental indenture confirmed that it continues tocase may be, a co-obligor of the Notes; and (7) the Issuers or, if applicable, the Successor Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with the Indenture.
The Successor Company will succeed to, and be substituted for, Parent or the Issuer, as the case may be, under the Indenture, the Guarantees and the Notes, as applicable, and Parent or the Issuer, as the case may be, will automatically be released and discharged from its obligations under the Indenture, the Guarantees and the Notes. Notwithstanding the immediately preceding clauses (3) and (4): (1) any Restricted Subsidiary may consolidate or amalgamate with or merge with or into or transfer all or part of its properties and assets to Parent, the Issuer the Co-Issuer or a Subsidiary Guarantor; and (2) Parent or the Issuer, as the case may be, may merge with an Affiliate of Parent or the Issuer, as applicable, solely for the purpose of reincorporating Parent or the Issuer, as the case may be, in the United States, any state thereof, the District of Columbia or any territory thereof so long as the amount of Indebtedness of the IssuerParent and its Restricted Subsidiaries is not increased thereby. Co-Issuer. The Co-Issuer may not, directly or indirectly, consolidate or merge with or into or windup into (whether or not the Co-Issuer is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the Co-Issuer’s properties or assets, in one or more related transactions, to any Person, unless:
(1) the Co-Issuer is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Co-Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made, is a Person organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof;provided, that in the case
where the surviving Person is not a corporation, the Issuer or a co-obligor of the Notes is a corporation, organized and validly existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof and such corporate co-obligor, if other than the Issuer, expressly assumes all the obligations of the Co-Issuer under the Notes and the Registration Rights Agreement (if the exchange offer contemplated therein has not been consummated) pursuant to supplemental indentures or other documents or instruments;
(2) immediately after such transaction, no Default or Event of Default will have occurred and be continuing; and
(3) the Co-Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture, if any, comply with the Indenture.
Subsidiary Guarantors. Subject to certain limitations described in the Indenture governing the release of a Guarantee upon the sale, disposition or transfer of a Subsidiary Guarantor, no Subsidiary Guarantor will, and the IssuersIssuer will not permit any Subsidiary Guarantor to, consolidate or merge with or into or wind up into (whether or not such Subsidiary Guarantor is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless: (1) (a) such Guarantor is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a Person organized or existing under the laws of the jurisdiction of organization of such Guarantor, as applicable, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such surviving Guarantor or such Person, as the case may be, being herein called the “Successor Person”“Successor Person”); (b) the Successor Person, if other than such Guarantor, expressly assumes all the obligations of such Guarantor under the Indenture and such Guarantor’s related Guarantee pursuant to supplemental indentures or other documents or instruments; (c) immediately after such transaction, no Default exists; and (d) the IssuersIssuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with the Indenture; or (2) the transaction is made in compliance with the first paragraph of the covenant described under “—Repurchase at the Option of Holders—Asset Sales”; or (3) in the case of assets consisting of Equity Interests of Subsidiaries that are not Guarantors, such Equity Interests are sold, assigned, transferred, leased, conveyed or otherwise disposed of to one or more Restricted Subsidiaries. Subject to certain limitations described in the Indenture, the Successor Person will succeed to, and be substituted for, such Guarantor under the Indenture and such Guarantor’s Guarantee. Notwithstanding the foregoing, any Subsidiary Guarantor may (1) merge or consolidate with or into, wind up into or transfer all or part of its properties and assets to another Subsidiary Guarantor, Parent or the Issuer, or theCo-Issuer, (2) merge with an Affiliate of the IssuerParent solely for the purpose of reorganizing the Subsidiary Guarantor in the United States, any state thereof, the District of Columbia or any territory thereof, (3) convert into a corporation, partnership, limited partnership, limited liability company or trust organized or existing under the laws of the jurisdiction of organization of such Subsidiary Guarantor or (4) liquidate or dissolve or change its legal form if the IssuerParent determines in good faith that such action is in the best interests of the Issuer,Parent, in each case, without regard to the requirements set forth in the preceding paragraph. Each of HWP and HLT Parent may merge with an Affiliate of the Issuer solely for the purpose of reincorporating or reorganizing HWP or HLT Parent, as the case may be, in the United States, any state thereof, the District of Columbia or any territory thereof. Notwithstanding anything to the contrary in this “Merger, Consolidation or Sale of All or Substantially All Assets” covenant, the Issuer may contribute or transfer the Capital Stock of any or all of its Subsidiaries to any Subsidiary Guarantor. Transactions with Affiliates The IssuerParent will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the IssuerParent (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $50.0 million, unless:
(1) such Affiliate Transaction is on terms that are not materially less favorable to the IssuerParent or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the IssuerParent or such Restricted Subsidiary with an unrelated Person on anarm’s-length basis; and (2) the IssuerParent delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $75.0 million, a resolution adopted by the majority of the board of directors of the IssuerParent approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (1) above. The foregoing provisions will not apply to the following: (1) transactions between or among the IssuerParent or any of its Restricted Subsidiaries; (2) Restricted Payments permitted by the provisions of the Indenture described above under the covenant “—Limitation on Restricted Payments” and the definition of “Permitted Investments”; (3)(A) the payment of management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses pursuant to the Support and Services Agreement (plus any unpaid management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses accrued in any prior year) and any termination fees pursuant to the Support and Services Agreement and (B) transactions pursuant to the Transaction Agreements, or, in the case of each of (A) and (B), any amendment thereto or replacement thereof so long as any such amendment or replacement is not materially disadvantageous in the good faith judgment of the board of directors of the IssuerParent to the Holders when taken as a whole, as compared to the applicable agreement as in effect immediately prior to such amendment or replacement; (4) (A) employment agreements, employee benefit and incentive compensation plans and arrangements and (B) the payment of reasonable and customary fees and compensation paid to, and indemnities and reimbursements and employment and severance arrangements provided on behalf of or for the benefit of, current or former employees, directors, officers, managers or consultants of the Issuer,Parent, any of its direct or indirect parent companies or any of its Restricted Subsidiaries; (5) transactions in which the IssuerParent or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the IssuerParent or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable, when taken as a whole, to the IssuerParent or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the IssuerParent or such Restricted Subsidiary with an unrelated Person on anarm’s-length basis; (6) any agreement or arrangement as in effect as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous in any material respect in the good faith judgment of the IssuerParent to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date);
(7) the existence of, or the performance by the IssuerParent or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it (or any parent company of the Issuer)Parent) is a party as of the Issue Date and any similar agreements which it (or any parent company of the Issuer)Parent) may enter into thereafter;provided, that the existence of, or the performance by the IssuerParent or any of its Restricted Subsidiaries (or such parent company) of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this clause (7) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous in any material respect in the good faith judgment of the IssuerParent to the Holders when taken as a whole; (8) theSpin-Off Transaction and the payment of all fees and expenses related thereto; (9) transactions with customers, clients, suppliers, contractors, joint venture partners or purchasers or sellers of goods or services that are Affiliates (including hotel management or franchise agreements entered into with any of the foregoing), in each case in the ordinary course of business or that are consistent with past practice and otherwise in compliance with the terms of the Indenture which are fair to the IssuerParent and its Restricted Subsidiaries, in the reasonable determination of the Issuer,Parent, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (10) the issuance or transfer of Equity Interests (other than Disqualified Stock) of the IssuerParent to any direct or indirect parent company of the IssuerParent or to any Permitted Holder or to any employee, director, officer, manager or consultant (or their respective Affiliates or Immediate Family Members) of the Issuer,Parent, any of its direct or indirect parent companies or any of its Restricted Subsidiaries; (11) sales of accounts receivable, or participations therein, or Securitization Assets or related assets in connection with any Qualified Securitization Facility; (12) payments by the IssuerParent or any of its Restricted Subsidiaries to any of the Investors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which payments are approved by the IssuerParent in good faith; (13) payments and Indebtedness and Disqualified Stock (and cancellation of any thereof) of the IssuerParent and its Restricted Subsidiaries and Preferred Stock (and cancellation of any thereof) of any Restricted Subsidiary to any future, current or former employee, director, officer, manager or consultant (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Issuer,Parent, any of its Subsidiaries or any of its direct or indirect parent companies pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement that are, in each case, approved by the IssuerParent in good faith; and any employment agreements, stock option plans and other compensatory arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or arrangements with any such employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members) that are, in each case, approved by the IssuerParent in good faith; (14) (i) investments by Permitted Holders in securities or loans of the IssuerParent or any of its Restricted Subsidiaries (and payment of reasonableout-of-pocket expenses incurred by such Permitted Holders in connection therewith) so long as the investment is being offered by the IssuerParent or such Restricted Subsidiary generally to other investors on the same or more favorable terms, and (ii) payments to Permitted Holders in respect of securities or loans of the IssuerParent or any of its Restricted Subsidiaries contemplated in the foregoing subclause (i) or that were acquired from Persons other than the IssuerParent and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities or loans; (15) payments to or from, and transactions with, any joint venture in the ordinary course of business or consistent with past practice (including, without limitation, any cash management activities related thereto); (16) payments by the IssuerParent (and any direct or indirect parent company thereof) and its Subsidiaries pursuant to tax sharing agreements among the IssuerParent (and any such parent company) and its Subsidiaries, to the extent such payments are permitted under clause (15)(b) of the second paragraph under the caption “—Limitation on Restricted Payments”; (17) any lease entered into between the IssuerParent or any Restricted Subsidiary, as lessee, and any Affiliate of the Issuer,Parent, as lessor, which is approved by the IssuerParent in good faith; (18) intellectual property licenses in the ordinary course of business; (19) all payments to HLT Parent otherwise permitted under the Indenture; (20) the payment of reasonableout-of-pocket costs and expenses relating to registration rights and indemnities provided to stockholders of the IssuerParent or any direct or indirect parent thereof pursuant to the stockholders, registration rights or similar agreements; (21) the pledge of Equity Interests of any Unrestricted Subsidiary to lenders to support the Indebtedness of such Unrestricted Subsidiary owed to such lenders; (22) Permitted Intercompany Activities and related transactions; and (23) any transactions with any Subsidiary or a joint venture or similar entity which would constitute an Affiliate Transaction solely because the IssuerParent or its Restricted Subsidiary owns an equity interest or otherwise controls such Subsidiary, joint venture or similar entity. Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries The IssuerParent will not, and will not permit any of its Restricted Subsidiaries that is not the Co-IssuerIssuer or a Guarantor to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to:
(1) (a) pay dividends or make any other distributions to the IssuerParent or any of its Restricted Subsidiaries that is the Issuer or a Guarantor on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness owed to the IssuerParent or any of its Restricted Subsidiaries that is theCo-Issuer Issuer or a Guarantor; (2) make loans or advances to the IssuerParent or any of its Restricted Subsidiaries that is the Co-IssuerIssuer or a Guarantor; or (3) sell, lease or transfer any of its properties or assets to the IssuerParent or any of its Restricted Subsidiaries that is the Co-IssuerIssuer or a Guarantor, except (in each case) for such encumbrances or restrictions existing under or by reason of: (a) contractual encumbrances or restrictions in effect on the Issue Date, including pursuant to Hedging Obligations and the related documentation, and contractual encumbrances or restrictions in effect on the Issue Date pursuant to the Senior Secured Credit Facilities, the Existing Senior Notes, the Existing Senior Notes Indentures and the guarantees thereof; (b) the Indenture, the Notes and the guarantees thereof; (c) purchase money obligations for property acquired in the ordinary course of business and capital lease obligations that impose restrictions of the nature discussed in clause (3) above on the property so acquired; (d) applicable law or any applicable rule, regulation or order; (e) (i) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary or the merger, amalgamation or consolidation of an Unrestricted Subsidiary into the IssuerParent or a Restricted Subsidiary or the transfer of all or substantially all of the assets of an Unrestricted Subsidiary to the IssuerParent or a Restricted Subsidiary, any agreement or other instrument of such Unrestricted Subsidiary in existence at the time of such redesignation (but, in any such case, not created in contemplation thereof) and (ii) any agreement or other instrument of a Person acquired by or merged or consolidated with or into the IssuerParent or any of its Restricted Subsidiaries in existence at the time of such acquisition or at the time it merges with or into the IssuerParent or any of its Restricted Subsidiaries or assumed in connection with the acquisition of assets from such Person (but, in any such case, not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person so acquired and its Subsidiaries, or the property or assets of the Person so acquired and its Subsidiaries or the property or assets so acquired; (f) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of the IssuerParent pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; (g) Secured Indebtedness otherwise permitted to be incurred pursuant to the covenants described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” and “—Liens” that limit the right of the debtor to dispose of the assets securing such Indebtedness; (h) restrictions on cash or other deposits or net worth imposed by suppliers, customers or landlords under contracts entered into in the ordinary course of business or arising in connection with any Permitted Liens; (i) other Indebtedness, Disqualified Stock or Preferred Stock of Restricted Subsidiaries that are not the Issuer or Guarantors permitted to be incurred subsequent to the Issue Date pursuant to the provisions of the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; (j) customary provisions in joint venture agreements and other similar agreements or arrangements relating to such joint venture; (k) customary provisions contained in leases,sub-leases, licenses,sub-licenses or similar agreements, including with respect to intellectual property and other agreements, in each case, entered into in the ordinary course of business; (l) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the IssuerParent or any of its Restricted Subsidiaries is a party entered into in the ordinary course of business;provided, that such agreement prohibits the encumbrance of solely the property or assets of the IssuerParent or such Restricted Subsidiary that are the subject to such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the IssuerParent or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary; (m) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any Restricted Subsidiary; (n) customary provisions restricting assignment of any agreement entered into in the ordinary course of business; (o) restrictions arising in connection with cash or other deposits permitted under the covenant “—Liens”; (p) any agreement or instrument (A) relating to any Indebtedness, Disqualified Stock or preferred stock permitted to be incurred or issued subsequent to the Issue Date pursuant to the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” if the encumbrances and restrictions are not materially more disadvantageous, taken as a whole, to the Holders than is customary in comparable financings for similarly situated issuers (as determined in good faith by the Issuer)Parent) or as otherwise in effect on the Issue Date and (B) either (x) the IssuerParent determines that such encumbrance or restriction will not adversely affect the Issuer’s ability to make principal and interest payments on the Notes as and when they come due or (y) such encumbrances and restrictions apply only during the continuance of a default in respect of a payment or financial maintenance covenant relating to such Indebtedness; (q) restrictions created in connection with any Qualified Securitization Facility that in the good faith determination of the IssuerParent are necessary or advisable to effect such Qualified Securitization Facility; and (r) any encumbrances or restrictions of the type referred to in clauses (1), (2) and (3) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (a) through (q) above;provided, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer,Parent, not materially more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. Limitation on Guarantees of Indebtedness by Restricted Subsidiaries The IssuerParent will not permit any of its Wholly Owned Subsidiaries that are Restricted Subsidiaries (andnon-Wholly Owned Subsidiaries if suchnon-Wholly Owned Subsidiaries guarantee other capital markets debt securities of Parent, the Issuer the Co-Issuer or any Subsidiary Guarantor), other than the Co-Issuer,Issuer, a Subsidiary Guarantor, a Foreign Subsidiary or a Securitization Subsidiary, to guarantee the payment of (i) any Credit Facility permitted under clause (1) of the second paragraph under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” or (ii) capital markets debt securities of Parent, the Issuer the Co-Issuer or any Subsidiary Guarantor unless:
(1) such Restricted Subsidiary within 60 days after the guarantee of such Indebtedness executes and delivers a supplemental indenture to the Indenture providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of Parent, the Issuer the Co-Issuer or any Subsidiary Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes; and (2) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other applicable rights against the IssuerParent or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee;provided that this covenant shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. The IssuerParent may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case such Subsidiary shall not be required to comply with the 60 day period described in clause (1) above. Reports and Other Information Notwithstanding that the IssuerParent may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Indenture requires the IssuerParent to file with the SEC (with a copy to the Trustee unless filed and available on the SEC’s EDGAR website) from and after the Issue Date: (1) within 90 days after the end of each fiscal year, annual reports on Form10-K, or any successor or comparable form (if the IssuerParent had been a reporting company under Section 15(d) of the Exchange Act), containing substantially all the information that would be required to be contained therein, or required in such successor or comparable form; (2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, reports on Form10-Q or any successor or comparable form (if the IssuerParent had been a reporting company under Section 15(d) of the Exchange Act), containing substantially all quarterly information that would be required to be contained in Form10-Q, or any successor or comparable form; (3) promptly after the occurrence of a material event which would have been required to be reported on a Form8-K or any successor or comparable form (if the IssuerParent had been a reporting company under Section 15(d) of the Exchange Act), a current report relating to such event on Form8-K or any successor or comparable form; in each case, in a manner that complies in all material respects with the requirements specified in such form (except as described above or below and subject to exceptions consistent with the presentation of information included or incorporated by reference in the Offering Memorandum); provided, however, that the Issuerif at any time Parent shall not be so obligated to file such reports referred to in clauses (1), (2) and (3) above with the SEC or if the SEC does not permit such filing, in which event the Issuerthen Parent will make available such information to the Trustee, the Holders of the Notes and prospective purchasers of Notes, in each case within 15 days after the time the IssuerParent would be required to file such information with the SEC if it were subject to Section 15(d) of the Exchange Act. In addition, to the extent not satisfied by the foregoing, the Issuer will agree that, for so long as any Notes are outstanding, it will furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. The Indenture permits the IssuerParent to satisfy its obligations in this covenant with respect to financial information relating to the IssuerParent by furnishing financial information relating to HWP or HLT Parent (or any parent entity of HWP or HLT Parent) as long as HWP or HLT Parent, as applicable (or any such parent entity of HWP or HLT Parent) provides a Guarantee of the Notes. If with respect to any reporting period(s) covered in the applicable report, the Issuer’sParent’s Unrestricted Subsidiaries would, individually or in the aggregate, constitute a “significant subsidiary” (as such term is defined in Rule1-02 of RegulationS-X promulgated pursuant to the Securities Act (as such regulation is in effect on the Issue Date)), then the applicable annual and quarterly financial information required by clauses (1) and (2) above shall include a supplemental section in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” presenting (in a manner consistent with the presentation of information included or incorporated by reference in the Offering Memorandum) selected financial measures of such Unrestricted Subsidiaries in the aggregate (separate from the financial information of the Issuer and its Restricted Subsidiaries). Notwithstanding anything herein to the contrary, the IssuerParent will not be deemed to have failed to comply with any of its obligations hereunder for purposes of clause (3) under “—Events of Default and Remedies” until 120 days after the receipt of the written notice delivered thereunder. To the extent any information is not provided within the time periods specified in this section “—Reports and Other Information” and such information is subsequently provided, the IssuerParent will be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured. Limitation on Business Activities of the Co-Issuer
The Co-Issuer may not hold any assets, become liable for any obligations or engage in any business activities;provided that it may be a co-obligor or guarantor with respect to the Notes or any other Indebtedness issued, guaranteed or incurred by the Issuer, and may engage in any activities related thereto or necessary in connection therewith. The Co-Issuer shall be a Wholly Owned Subsidiary of the Issuer at all times.
Events of Default and Remedies The Indenture provides that each of the following is an “Event“Event of Default” with respect to the Notes of a series:Default”: (1) default in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any, on the Notes of such series;Notes; (2) default for 30 consecutive days or more in the payment when due of interest on or with respect to the Notes of such series;Notes; (3) failure by the Issuer the Co-Issuer or any Guarantor for 60 days after receipt of written notice given by the Trustee or the Holders of not less than 25% in aggregate principal amount of the then outstanding Notes of such series to comply with any of its obligations, covenants or agreements (other than a default referred to in clause (1) or (2) above) contained in the Indenture or the Notes of such series;Notes; (4) default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by the IssuerParent or any of its Restricted Subsidiaries or the payment of which is guaranteed by the IssuerParent or any of its Restricted Subsidiaries, other than Indebtedness owed to the IssuerParent or a Restricted Subsidiary, whether such Indebtedness or guarantee now exists or is created after the issuance of the Notes, if both: (a) such default either results from the failure to pay any principal of such Indebtedness at its stated final maturity (after giving effect to any applicable grace periods) or relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its stated maturity; and (b) the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate $225.0 million or more outstanding; (5) failure by Parent, the Issuer the Co-Issuer or any Significant Subsidiary (or any group of Restricted Subsidiaries that together (as of the latest audited consolidated financial statements of the IssuerParent for a fiscal quarter end provided as required under “—Reports and Other Information”) would constitute a Significant Subsidiary) to pay final judgments aggregating in excess of $225.0 million (net of amounts covered by insurance policies issued by reputable insurance companies), which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment becomes final, and in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed; (6) certain events of bankruptcy or insolvency with respect to Parent, the Issuer or any Significant Subsidiary (or any group of Restricted Subsidiaries that together (as of the latest audited consolidated financial statements of the Issuer for a fiscal quarter end provided as required under “—Reports and Other Information”) would constitute a Significant Subsidiary); and (7) the Guarantee of HLT Parent, HWP, Parent or any Significant Subsidiary (or any group of Restricted Subsidiaries that together (as of the latest audited consolidated financial statements of the IssuerParent for a fiscal quarter end provided as required under “—Reports and Other Information”) would constitute a Significant Subsidiary) of the Notes of such series shall for any reason cease to be in full force and effect or be declared null and void or any responsible officer of HLT Parent, HWP, Parent or any Guarantor that is a Significant Subsidiary (or the responsible officers of any group of Restricted Subsidiaries that together (as of the latest audited consolidated financial statements of the IssuerParent for a fiscal quarter end) would constitute a Significant Subsidiary), as the case may be, denies in writing that it has any further liability under its Guarantee of the Notes of such series or gives written notice to such effect, other than by reason of the termination of the Indenture or the release of any such Guarantee in accordance with the Indenture. If any Event of Default (other than of a type specified in clause (6) above) with respect to the Notes of a series occurs and is continuing under the Indenture, the Trustee or the Holders of not less than 25% in aggregate principal amount of all the then outstanding Notes of such series may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes of such series to be due and payable immediately. Upon the effectiveness of such declaration, such principal of and premium, if any, and interest will be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising under clause (6) of the first paragraph of this section, all outstanding Notes will become due and payable without further action or notice. The Indenture provides that the Trustee may withhold from the Holders notice of any continuing Default, except a Default relating to the payment of principal, premium, if any, or interest, if it determines that withholding notice is in their interest. In addition, the Trustee will have no obligation to accelerate the Notes of a series if in the judgment of the Trustee acceleration is not in the interests of the Holders of the Notes of such series.Notes. With respect to the Notes of a series, theThe Indenture provides that the Holders of a majority in aggregate principal amount of all the then outstanding Notes, of such series, by written notice to the Trustee may on behalf of the Holders of all of the Notes of such series waive any existing Default and its consequences under the Indenture (except a continuing Default in the payment of interest on, premium, if any, or the principal of any Note held by anon-consenting Holder) and rescind any acceleration with respect to the Notes of such series and its consequences (except if such rescission would conflict with any judgment of a court of competent jurisdiction).
In the event of any Event of Default specified in clause (4) of the first paragraph of this section, such Event of Default and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the Notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 30 days after such Event of Default arose: (1) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged; (2) the requisite number of holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default; or (3) the default that is the basis for such Event of Default has been cured. In case an Event of Default occurs with respect to the Notes of a series and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders of the Notes of such series unless the Holders have offered to the Trustee indemnity or security reasonably satisfactory to the Trustee against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder of a Note of such series may pursue any remedy with respect to the Indenture or the Notes of such series unless: (1) such Holder has previously given the Trustee written notice that an Event of Default is continuing; (2) the Holders of at least 25% in the aggregate principal amount of the then outstanding Notes of such series have requested in writing the Trustee to pursue the remedy; (3) Holders of the Notes of such series have offered the Trustee security or indemnity satisfactory to the Trustee against any loss, liability or expense; (4) the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and (5) the Holders of a majority in principal amount of all the then outstanding Notes of such series have not given the Trustee a direction inconsistent with such written request within such60-day period. With respect to the Notes of a series, subjectSubject to certain restrictions contained in the Indenture, the Holders of a majority in principal amount of all the then outstanding Notes of such series are given the right to direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder of a Note of such series or that would involve the Trustee in personal liability. The Indenture provides that the IssuerParent is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the IssuerParent is required, within 20 Business Days, upon becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and any actions taken to rectify such Default. No Personal Liability of Directors, Officers, Employees and Stockholders No past, present or future director, officer, employee, incorporator, or direct or indirect member, partner or stockholder of Parent, the Issuer the Co-Issuer or any Guarantor (other than in their respective capacity as IssuerCo-Issuer or Guarantor) or of any of their respective direct or indirect parent companies shall have any liability, for any obligations of Parent, the Issuer the Co-Issuer or the Guarantors under the Notes, the Guarantees or the Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy. Legal Defeasance and Covenant Defeasance With respect to any series of Notes, theThe obligations of the IssuersIssuer and the Guarantors under the Indenture, the Notes of such series or the applicable Guarantees, as the case may be, will terminate (other than certain obligations) and will be released upon payment in full of all of the Notes of such series.Notes. The IssuersIssuer may, at theirits option and at any time, elect to have all of theirits obligations discharged with respect to the Notes of such series and have each Guarantor’s obligation discharged with respect to its Guarantee of the Notes of such series (“Legal Defeasance”) and cure all then existing Events of Default except for:
(1) the rights of Holders of Notes of such series to receive payments in respect of the principal of, premium, if any, and interest on the Notes of such series when such payments are due solely out of the trust created pursuant to the Indenture; (2) the Issuers’Issuer’s obligations with respect to Notes of such series concerning issuing temporary Notes, registration of such Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust; (3) the rights, powers, trusts, duties and immunities of the Trustee, and the Issuers’Issuer’s obligations in connection therewith; and (4) the Legal Defeasance provisions of the Indenture. In addition, the IssuersIssuer may, at theirits option and at any time, elect to have theirits obligations and those of each Guarantor released with respect to substantially all of the restrictive covenants that are described in the Indenture with respect to any series of Notes (“Covenant Defeasance”) and thereafter any omission to comply with such obligations shall not constitute a Default with respect to the Notes of such series.Notes. In the event Covenant Defeasance occurs, certain events (not including bankruptcy, receivership, rehabilitation and insolvency events pertaining to the Issuers)Issuer) described under “—Events of Default and Remedies” will no longer constitute an Event of Default with respect to the Notes of such series. To the extent the Issuers exercise their option to effect Legal Defeasance or Covenant Defeasance, such election may be made with respect to the 2025 Notes only, the 2027 Notes only, or any combination thereof.Notes.
In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Notes of a series:Notes: (1) the IssuersIssuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, of such series, cash in U.S. dollars, U.S. Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest due on thesuch Notes of such series on the stated maturity date or on the redemption date, as the case may be, of such principal, premium, if any, or interest on such Notes and the IssuersIssuer must specify whether such Notes are being defeased to maturity or to a particular redemption date;provided, that upon any redemption that requires the payment of the Applicable Premium, with respect to any series of Notes, the amount deposited shall be sufficient for purposes of the Indenture to the extent that an amount is deposited with the Trustee equal to suchthe Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemption. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption; (2) in the case of Legal Defeasance, the IssuersIssuer shall have delivered to the Trustee an Opinion of Counsel confirming that, subject to customary assumptions and exclusions, (a) the Issuers haveIssuer has received from, or there has been published by, the United States Internal Revenue Service a ruling, or (b) since the issuance of the Notes, of such series, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the beneficial owners of the Notes of such series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of Covenant Defeasance, the IssuersIssuer shall have delivered to the Trustee an Opinion of Counsel confirming that, subject to customary assumptions and exclusions, the beneficial owners of the Notes of such series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Event of Default with respect to the Notes of such series (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit; (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Senior Secured Credit Facilities or any other material agreement or instrument (other than the Indenture) to which the IssuersIssuer or any Guarantor is a party or by which the IssuersIssuer or any Guarantor is bound (other than that resulting from any borrowing of funds to be applied to make the deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to other Indebtedness, and, in each case, the granting of Liens in connection therewith); (6) the IssuersIssuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the IssuersIssuer with the intent of defeating, hindering, delaying or defrauding any creditors of the IssuersIssuer or any Guarantor or others; and (7) the IssuersIssuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with. Satisfaction and Discharge The Indenture will be discharged and will cease to be of further effect as to all Notes, of a series, when either: (1) all Notes of such series theretofore authenticated and delivered, except lost, stolen or destroyed Notes of such series which have been replaced or paid and Notes of such series for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or (2) (a) all Notes of such series not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise, will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuers,Issuer, and the Issuers haveIssuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of the Notes, of such series, cash in U.S. dollars, U.S. dollar-denominated Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on the Notes of such series not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption;provided, that upon any redemption that requires the payment of the Applicable Premium, with respect to any series of Notes, the amount deposited shall be sufficient for purposes of the Indenture to the extent that an amount is deposited with the Trustee equal to suchthe Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption; (b) no Event of Default (other than that resulting from borrowing funds to be applied to make such deposit or any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith) with respect to the Indenture or the Notes of such series shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under the Senior Secured Credit Facilities or any other material agreement or instrument (other than the Indenture) to which the IssuersIssuer or any Guarantor is a party or by which the IssuersIssuer or any Guarantor is bound (other than resulting from any borrowing of funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith); (c)I the Issuers haveIssuer has paid or caused to be paid all sums payable by themit under the Indenture with respect to such series of Notes;Indenture; and
(d) the Issuers haveIssuer has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes of such series at maturity or the redemption date, as the case may be. In addition, the IssuersIssuer must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Amendment, Supplement and Waiver Except as provided in the next two succeeding paragraphs, the Indenture, any Guarantee and the Notes of a series may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of all the Notes then outstanding, of each series affected thereby, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes, of such series, and any existing Default or compliance with any provision of the Indenture or the Notes of a series issued thereunder may be waived with the consent of the Holders of a majority in principal amount of all the then outstanding Notes, of each series affected, other than Notes of such series beneficially owned by the IssuersIssuer or theirits Affiliates (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes of such series)Notes). The Indenture provides that, without the consent of each affected Holder of Notes, an amendment or waiver may not, with respect to any Notes of a series held by anon-consenting Holder: (1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of or change the fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of such Notes (other than provisions relating to (a) notice periods (to the extent consistent with applicable requirements of clearing and settlement systems) for redemption and conditions to redemption and (b) the covenants described above under the caption “—Repurchase at the Option of Holders”); (3) reduce the rate of or change the time for payment of interest on any such Note; (4) waive a Default in the payment of principal of or premium, if any, or interest on such Notes, except a rescission of acceleration of such Notes by the Holders of a majority in principal amount of all the then outstanding Notes, of each series affected, and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in the Indenture, the Notes or any Guarantee which cannot be amended or modified without the consent of all affected Holders of Notes of such series;Holders; (5) make any such Note payable in money other than that stated therein; (6) make any change in the provisions of the Indenture relating to waivers of past Defaults or the contractual rights of Holders to receive payments of principal of or premium, if any, or interest on such Notes; (7) make any change in these amendment and waiver provisions; (8) amend the contractual right expressly set forth in the Indenture or the Notes of any Holder to receive payments of principal of or premium, if any, or interest on such Notes or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (9) make any change to or modify the ranking of such Notes that would adversely affect the Holders; or (10) except as expressly permitted by the Indenture, modify the Guarantees of any Significant Subsidiary, or any group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Issuer)Parent), would constitute a Significant Subsidiary, in any manner materially adverse to the Holders of such Notes. Notwithstanding the foregoing, the Issuers,Issuer, any Guarantor (with respect to a Guarantee or the Indenture to which it is a party) and the Trustee may amend or supplement the Indenture with respect to any series of Notes and any Guarantee or Notes of a series without the consent of any Holder: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to comply with the covenant relating to mergers, amalgamations, consolidations and sales of assets; (4) to provide for the assumption of the Issuers’Issuer’s or any Guarantor’s obligations to the Holders; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect the legal rights under the Indenture of any such Holder; (6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the IssuersIssuer or any Guarantor; (7) to provide for the issuance of Additional Notes in accordance with the terms of the Indenture; (8) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act; (9) to evidence and provide for the acceptance and appointment under the Indenture of a successor Trustee or a successor paying agent thereunder pursuant to the requirements thereof; (10) to make any amendment to the provisions of the Indenture relating to the transfer or legending of the Notes or to provide for the issuance of the exchange Notes or private exchange Notes, which are identical to exchange Notes except that they are not freely transferable; (11) to add an obligor or a Guarantor under the Indenture or to release an obligor or a Guarantor in accordance with the terms of the Indenture; (12) to conform the text of the Indenture, Guarantees or the Notes of a series to any provision of the “Description of the Notes” section of the Offering Memorandum to the extent that such provision in the “Description of the Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision of the Indenture, Guarantee or Notes of such series as provided in an Officer’s Certificate; (13) to make any amendment to the provisions of the Indenture relating to the transfer and legending of Notes as permitted by the Indenture, including, without limitation to facilitate the issuance and administration of the Notes;provided, however, that such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (14) to secure the Notes of a series and/or the related Guarantees or to add collateral thereto; or (15) to make any other modifications to the Notes of a series or the Indenture of a formal, minor or technical nature or necessary to correct a manifest error, so long as such modification does not adversely affect the rights of any Holders of Notes of such series in any material respect. The consent of the Holders is not necessary under the Indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment. Notices Notices given by publication or electronic delivery will be deemed given on the first date on which publication or electronic delivery is made and notices given by first-class mail, postage prepaid, will be deemed given five calendar days after mailing or transmitting. Notice otherwise given in accordance with the procedures of DTC will be deemed given on the date sent to DTC. Concerning the Trustee The Indenture contains certain limitations on the rights of the Trustee thereunder, should it become a creditor of the Issuers,Issuer, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee is permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as Trustee (if the Indenture has been qualified under the Trust Indenture Act) or resign. The Indenture provides that the Holders of a majority in principal amount of all the then outstanding Notes of a series will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. The Indenture provides that in case an Event of Default shall occur (which shall not be cured), the Trustee is required, in the exercise of its power, to use the degree of care of a prudent person in the conduct of his own affairs. The Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of the Notes, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to the Trustee against any loss, liability or expense. Governing Law The Indenture, the Notes and any Guarantee are governed by and construed in accordance with the laws of the State of New York. Certain Definitions Set forth below are certain defined terms used in the Indenture. For purposes of the Indenture, unless otherwise specifically indicated, the term “consolidated” with respect to any Person refers to such Person consolidated with its Restricted Subsidiaries. “2021 Notes Issue Date” means October 4, 2013. “20212024 Senior Notes” means the aggregate principal amount of the Issuers’ 5.625% Senior Notes due 2021 outstanding on the Issue Date. “2021 Senior Notes Indenture” means the Indenture for the 2021 Senior Notes, dated as of October 4, 2013, as supplemented, among the Issuers, the guarantors from time to time party thereto and Wilmington Trust, National Association, as trustee.
“2024 Senior Notes” means the aggregate principal amount of Hilton Domestic Operating Company Inc.’sIssuer’s 4.250% Senior Notes due 2024 outstanding on the Issue Date.
“2024 Senior Notes Indenture” means the Indenture for the 2024 Senior Notes, dated as of August 18, 2016, as supplemented, among Hilton Domestic Operating Company Inc.,the Issuer, as issuer, the Issuer,Parent, as parent guarantor, HLT Parent, the other guarantors from time to time party thereto and Wilmington Trust, National Association, as trustee. “2025 Applicable PremiumSenior Notes” means with respect to any 2025 Note on any Redemption Date as calculated by the Issuer, the greater of: (1) 1.0% of theaggregate principal amount of suchHilton Worldwide Finance Corp. and Parent’s 4.625% Senior Notes due 2025 Note,outstanding on the Issue Date.
“2025 and (2) 2027 Senior Notes Indenture” means the excess, if any, of (a) the present value at such Redemption Date of (i) the redemption price of such Note at April 1, 2020 (such redemption price being set forth in the table appearing above under the caption “Optional Redemption”), plus (ii) all required remaining scheduled interest payments due on such Note through April 1, 2020 (excluding accrued but unpaid interest to the Redemption Date), computed using a discount rate equal toIndenture for the 2025 Applicable Treasury RateSenior Notes and 2027 Senior Notes, dated March 16, 2017, as of such Redemption Date plus 50 basis points over (b)supplemented, among Parent, Hilton Worldwide Finance Corp., the then outstandingguarantors from time to time party thereto and Wilmington Trust, National Association, as trustee.
“2027 Senior Notes” means the aggregate principal amount of such 2025 Note. Calculation of any 2025 Applicable Premium is a responsibility of the Issuer,Hilton Worldwide Finance Corp. and Parent’s 4.875% Senior Notes due 2027 outstanding on the Trustee shall not be responsible to calculate or verify any calculation related to the 2025 Applicable Premium.
“2025 Applicable Treasury Rate” means, with respect to any 2025 Note on any Redemption Date, the yield to maturity, as determined by the Issuer, as of such Redemption Date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the Redemption Date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the Redemption Date to April 1, 2020;provided, that if the period from the Redemption Date to such date is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.
“2027 Applicable Premium” means, with respect to any 2027 Note on any Redemption Date as calculated by the Issuer, the greater of:
(1) 1.0% of the principal amount of such 2027 Note, and
(2) the excess, if any, of (a) the present value at such Redemption Date of (i) the redemption price of such Note at April 1, 2022 (such redemption price being set forth in the table appearing above under the caption “Optional Redemption”), plus (ii) all required remaining scheduled interest payments due on such Note through April 1, 2022 (excluding accrued but unpaid interest to the Redemption Date), computed using a discount rate equal to the 2027 Applicable Treasury Rate as of such Redemption Date plus 50 basis points over (b) the then outstanding principal amount of such 2027 Note.
Calculation of any 2027 Applicable Premium is a responsibility of the Issuer, and the Trustee shall not be responsible to calculate or verify any calculation related to the 2027 Applicable Premium.
“2027 Applicable Treasury Rate” means, with respect to any 2027 Note on any Redemption Date, the yield to maturity, as determined by the Issuer, as of such Redemption Date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the Redemption Date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the Redemption Date to April 1, 2022;provided, that if the period from the Redemption Date to such date is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.Issue Date.
“Acquired Indebtedness” means, with respect to any specified Person, (1) Indebtedness of any other Person existing at the time such other Person is merged or consolidated with or into or became a Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging or consolidating with or into or becoming a Restricted Subsidiary of such specified Person, and (2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person. “Additional Interest” means all additional interest then owing pursuant to the Registration Rights Agreement. “Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. “Applicable Premium” means, with respect to any Note on any Redemption Date as calculated by the 2025 Notes,Issuer, the 2025greater of: (1) 1.0% of the principal amount of such Note, and (2) the excess, if any, of (a) the present value at such Redemption Date of (i) the redemption price of such Note at May 1, 2021 (such redemption price being set forth in the table appearing above under the caption “Optional Redemption”), plus (ii) all required remaining scheduled interest payments due on such Note through May 1, 2021 (excluding accrued but unpaid interest to the Redemption Date), computed using a discount rate equal to the Applicable Treasury Rate as of such Redemption Date plus 50 basis points over (b) the then outstanding principal amount of such Note. Calculation of any Applicable Premium is a responsibility of the Issuer, and the Trustee shall not be responsible to calculate or verify any calculation related to the Applicable Premium. “Applicable Treasury Rate” means, with respect to any Note on any Redemption Date, the 2027 Notes,yield to maturity, as determined by the 2027 Applicable Premium.Issuer, as of such Redemption Date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the Redemption Date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the Redemption Date to May 1, 2021;provided, that if the period from the Redemption Date to such date is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used. “Asset Sale” means: (1) the sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions (including by way of a Sale and Lease-Back Transaction), of property or assets of the IssuerParent or any of its Restricted Subsidiaries (each referred to in this definition as a “disposition”); or (2) the issuance or sale of Equity Interests of any Restricted Subsidiary (other than Preferred Stock of Restricted Subsidiaries issued in compliance with the covenant described under “—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”), whether in a single transaction or a series of related transactions; in each case, other than: (a) any disposition of Cash Equivalents or Investment Grade Securities or obsolete, damaged, unnecessary, unsuitable or worn out equipment, inventory or other property in the ordinary course of business or any disposition of inventory or goods (or other assets, including timeshare and residential assets) held for sale or no longer used or useful in the ordinary course of business; (b) the disposition of all or substantially all of the assets of the IssuerParent in a manner permitted pursuant to the provisions described above under “—Certain Covenants—Merger, Consolidation or Sale of All or Substantially All Assets” or any disposition that constitutes a Change of Control Triggering Event pursuant to the Indenture; (c) the making of any Restricted Payment that is permitted to be made, and is made, under the covenant described above under “—Certain Covenants—Limitation on Restricted Payments” or any Permitted Investment; (d) any disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of related transactions with an aggregate fair market value of less than $150.0 million; (e) any disposition of property or assets or issuance of securities by a Restricted Subsidiary to the IssuerParent or by the IssuerParent or a Restricted Subsidiary to a Restricted Subsidiary; (f) to the extent allowable under Section 1031 of the Internal Revenue Code of 1986, as amended, or comparable law or regulation, any exchange of like property (excluding any boot thereon) for use in a Similar Business; (g) the lease, assignment,sub-lease, license orsub-license of any real or personal property in the ordinary course of business; (h) any issuance or sale of Equity Interests in, or Indebtedness or other securities of an Unrestricted Subsidiary; (i) foreclosures, condemnation, expropriation, forced dispositions or any similar action with respect to assets or the granting of Liens not prohibited by the Indenture; (j) sales of accounts receivable, or participations therein, or Securitization Assets or related assets, or any disposition of the Equity Interests in a Subsidiary, all or substantially all of the assets of which are Securitization Assets, in each case in connection with any Qualified Securitization Facility or the disposition of an account receivable in connection with the collection or compromise thereof in the ordinary course of business; (k) any financing transaction with respect to property built or acquired by the IssuerParent or any Restricted Subsidiary after the Issue Date, including Sale and Lease-Back Transactions and asset securitizations permitted by the Indenture; (l) the sale, discount or other disposition of inventory, accounts receivable or notes receivable in the ordinary course of business or the conversion of accounts receivable to notes receivable; (m) the licensing orsub-licensing of intellectual property or other general intangibles in the ordinary course of business; (n) any surrender or waiver of contract rights or the settlement, release or surrender of contract rights or other litigation claims in the ordinary course of business; (o) the unwinding of any Hedging Obligations; (p) sales, transfers and other dispositions of Investments in joint ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (q) the lapse or abandonment of intellectual property rights in the ordinary course of business, which in the reasonable good faith determination of the IssuerParent are not material to the conduct of the business of the IssuerParent and its Restricted Subsidiaries taken as a whole; (r) the issuance by a Restricted Subsidiary of Preferred Stock or Disqualified Stock that is permitted by the covenant described under “—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; (s) the granting of a Lien that is permitted under the covenant described above under “—Certain Covenants—Liens”; (t) the issuance of directors’ qualifying shares and shares issued to foreign nationals as required by applicable law; (u) any conversions of hotel properties into timeshare or residential properties and the sale or other disposition of assets created in such conversions; (v) Permitted Intercompany Activities and related transactions; and (w) transfers of property subject to Casualty Events upon receipt of the Net Proceeds of such Casualty Event;provided that any Cash Equivalents received by the IssuerParent or any of its Restricted Subsidiaries in respect of such Casualty Event shall be deemed to be Net Proceeds of an Asset Sale, and such Net Proceeds shall be applied in accordance with the covenant described under “—Repurchase at the Option of Holders—Asset Sales”. In the event that a transaction (or a portion thereof) meets the criteria of a permitted Asset Sale and would also be a permitted Restricted Payment or Permitted Investment, the Issuer,Parent, in its sole discretion, will be entitled to divide and classify such transaction (or a portion thereof) as an Asset Sale and/or one or more the types of permitted Restricted Payments or Permitted Investments. “Bank Products” means any facilities or services related to cash management, including treasury, depository, overdraft, credit or debit card, purchase card, automatic clearinghouse transfer transactions, controlled disbursements, foreign exchange facilities, stored value cards, merchant services, electronic funds transfer and other cash management arrangements. “Blackstone Funds” means, individually or collectively, Blackstone Capital Partners V, L.P., BCPV-S L.P., Blackstone Capital PartnersV-AC L.P., BCP VCo-Investors L.P., Blackstone Family Investment Partnership V L.P., Blackstone Family Investment PartnershipV-SMD L.P. and Blackstone Participation Partnership V L.P., each a Delaware limited partnership and Blackstone Real Estate Partners International II (AIV) L.P., each an English partnership, Blackstone Real Estate Holdings InternationalII-Q L.P. and Blackstone Family Real Estate Partnership InternationalII-SMD L.P., each an Alberta, Canada limited partnership, Blackstone Real Estate Partners VI L.P., Blackstone Real Estate Holdings VI L.P., Blackstone Real Estate Partners VI.TE.1 L.P.,Blackstone Real Estate Partners VI.TE.2 L.P., Blackstone Real Estate Partners (AIV) VI L.P., Blackstone Real Estate Partners VI.F L.P., Blackstone Family Real Estate PartnershipVI-SMD L.P. and Blackstone HLT Principal Transaction Partners L.P., each a Delaware limited partnership, and any other investment fund managed by an Affiliate of The Blackstone Group L.P., in each case, or any of their respective successors. “Blackstone Registration Rights Agreement” means the Amended and Restated Registration Rights Agreement, dated as of October 24, 2016, by and among HLT Parent and certain of its stockholders, as amended, supplemented, waived or otherwise modified from time to time in a manner not materially adverse to the holders of the Notes when taken as a whole, as compared to the Blackstone Registration Rights Agreement as in effect immediately prior to such amendment, supplement, waiver or modification. “Blackstone Stockholders Agreement” means the Stockholders Agreement, dated as of December 17, 2013, by and among HLT Parent and the Investor Parties (as defined therein), as amended by the First Amendment thereto dated as of October 24, 2016 by and among HLT Parent and the Investor Parties, and as it may be further amended, supplemented, waived or otherwise modified from time to time in a manner not materially adverse to the holders of the Notes when taken as a whole, as compared to the Blackstone Stockholders Agreement as in effect immediately prior to such amendment, supplement, waiver or modification. “Business Day” means each day which is not a Legal Holiday. “Capital Stock” means: (1) in the case of a corporation, corporate stock or shares in the capital of such corporation; (2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; (3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and (4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person. “Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) prepared in accordance with GAAP;provided that any obligations of the IssuerParent or its Restricted Subsidiaries either existing on the Issue Date or created prior to any recharacterization described below (i) that were not included on the consolidated balance sheet of the IssuerParent as financing or capital lease obligations and (ii) that are subsequently recharacterized as financing or capital lease obligations or indebtedness due to a change in accounting treatment or otherwise, shall for all purposes under the Indenture (including, without limitation, the calculation of Consolidated Net Income, the Consolidated Total Debt Ratio, the Consolidated Secured Debt Ratio, EBITDA and Fixed Charges) not be treated as financing or capital lease obligations, Capitalized Lease Obligations or Indebtedness. “Capitalized Software Expenditures” means, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities) by a Person and its Restricted Subsidiaries during such period in respect of licensed or purchased software or internally developed software and software enhancements that, in conformity with GAAP, are or are required to be reflected as capitalized costs on the consolidated balance sheet of a Person and its Restricted Subsidiaries. “Captive Insurance Subsidiary” means (i) any Subsidiary established by the IssuerParent for the primary purpose of insuring the businesses or properties owned or operated by the IssuerParent or any of its Subsidiaries or (ii) any Subsidiary of any such insurance subsidiary established for the same primary purpose described in clause (i) above. “Cash Equivalents” means: (1) United States dollars; (2) (a) Canadian dollars, pounds sterling, yen, euros or any national currency of any participating member state of the EMU; or (b) such local currencies held by the IssuerParent or any Restricted Subsidiary from time to time in the ordinary course of business; (3) securities issued or directly and fully and unconditionally guaranteed or insured by the U.S. government or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 24 months or less from the date of acquisition; (4) certificates of deposit, time deposits and eurodollar time deposits with maturities of 24 months or less from the date of acquisition, demand deposits, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any domestic or foreign commercial bank having capital and surplus of not less than $250.0 million in the case of U.S. banks and $100.0 million (or the U.S. Dollar Equivalent as of the date of determination) in the case ofnon-U.S. banks; (5) repurchase obligations for underlying securities of the types described in clauses (3), (4), (7) and (8) entered into with any financial institution or recognized securities dealer meeting the qualifications specified in clause (4) above; (6) commercial paper and variable or fixed rate notes rated at leastP-2 by Moody’s or at leastA-2 by S&P (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency) and in each case maturing within 24 months after the date of creation thereof; (7) marketable short-term money market and similar funds having a rating of at leastP-2 orA-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency); (8) readily marketable direct obligations issued by any state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof having an Investment Grade Rating from either Moody’s or S&P (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency) with maturities of 24 months or less from the date of acquisition; (9) readily marketable direct obligations issued by any foreign government or any political subdivision or public instrumentality thereof, in each case having an Investment Grade Rating from either Moody’s or S&P (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency) with maturities of 24 months or less from the date of acquisition; (10) Investments with average maturities of 12 months or less from the date of acquisition in money market funds ratedAAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency); (11) securities with maturities of 12 months or less from the date of acquisition backed by standby letters of credit issued by any financial institution or recognized securities dealer meeting the qualifications specified in clause (4) above; (12) Indebtedness or Preferred Stock issued by Persons with a rating of “A” or higher from S&P or “A2” or higher from Moody’s with maturities of 24 months or less from the date of acquisition; and (13) investment funds investing at least 90% of their assets in securities of the types described in clauses (1) through (12) above. In the case of Investments by any Foreign Subsidiary that is a Restricted Subsidiary or Investments made in a country outside the United States of America, Cash Equivalents shall also include (a) investments of the type and maturity described in clauses (1) through (8) and clauses (10), (11), (12) and (13) above of foreign obligors, which Investments or obligors (or the parents of such obligors) have ratings described in such clauses or equivalent ratings from comparable foreign rating agencies and (b) other short-term investments utilized by Foreign Subsidiaries that are Restricted Subsidiaries in accordance with normal investment practices for cash management in investments analogous to the foregoing investments in clauses (1) through (13) and in this paragraph. Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (1) and (2) above,providedthat such amounts are converted into any currency listed in clauses (1) and (2) as promptly as practicable and in any event within ten Business Days following the receipt of such amounts. For the avoidance of doubt, any items identified as Cash Equivalents under this definition will be deemed to be Cash Equivalents for all purposed under the indenture regardless of the treatment of such items under GAAP. “Casualty Event” means any event that gives rise to the receipt by the IssuerParent or any Restricted Subsidiary of any insurance proceeds or condemnation awards in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace or repair such equipment, fixed assets or real property. “Change of ControControll”” means the occurrence of any of the following after the Issue Date: (1) the sale, lease, transfer, conveyance or other disposition in one or a series of related transactions (other than by merger, consolidation or amalgamation), of all or substantially all of the assets of the IssuerParent and its Subsidiaries, taken as a whole, to any Person other than any Permitted Holder, a Parent Company, the Issuer or any Subsidiary Guarantor; or (2) the IssuerParent becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by (A) any Person (other than any Permitted Holder) or (B) Persons (other than any Permitted Holders) that are together a group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any such group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule13d-5(b)(1) under the Exchange Act), in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule13d-3 under the Exchange Act, or any successor provision) of more than 50.0% of the total voting power of the Voting Stock of the IssuerParent directly or indirectly through any of its direct or indirect parent holding companies, in each case, other than in connection with any transaction or series of transactions in which the IssuerParent shall become the Wholly Owned Subsidiary of a Parent Company. “Change of Control Triggering Event” means with respect to any series of Notes, the occurrence of a Change of Control, unless (A) a Ratings Improvement has occurred with respect to such series of Notes prior to the date of the completion of the transaction constituting the Change of Control or (B) pro forma for the Change of Control, the Consolidated Total Debt Ratio is less than 5.05.00 to 1.0. “Co-Issuer” refers to Hilton Worldwide Finance Corp., a Delaware corporation and a direct Subsidiary of the Issuer and not to any of its Subsidiaries or Affiliates.1.00.
“Consolidated Depreciation and Amortization Expense” means with respect to any Person for any period, the total amount of depreciation and amortization expense and capitalized fees related to any Qualified Securitization Facility of such Person, including the amortization of intangible assets, deferred financing costs, debt issuance costs, commissions, fees and expenses and Capitalized Software Expenditures of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP. “Consolidated Interest Expense” means, with respect to any Person for any period, without duplication, the sum of: (1) consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (a) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances,(c) non-cash interest payments (but excluding anynon-cash interest expense attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP), (d) the interest component of Capitalized Lease Obligations, and (e) net payments, if any made (less net payments, if any, received), pursuant to interest rate Hedging Obligations with respect to Indebtedness, and excluding (q) annual agency fees paid to the administrative agents and collateral agents under any Credit Facilities, (r) costs associated with obtaining Hedging Obligations, (s) any expense resulting from the discounting of any Indebtedness in connection with the application of recapitalization accounting or purchase accounting, (t) penalties and interest relating to taxes, (u) any Additional Interest and any “additional interest” or “liquidated damages” with respect to other securities for failure to timely comply with registration rights obligations, (v) amortization or expensing of deferred financing fees, amendment and consent fees, debt issuance costs, commissions, fees and expenses and discounted liabilities, (w) any expensing of bridge, commitment and other financing fees and any other fees related to theSpin-Off Transaction or any acquisitions after the Issue Date, (x) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Qualified Securitization Facility, (y) any accretion of accrued interest on discounted liabilities and any prepayment premium or penalty) and (z) interest expense attributable to a parent entity resulting from push-down accounting; plus (2) consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued; less (3) interest income of such Person and its Restricted Subsidiaries for such period. For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by such Person to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. “Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP;provided, that, without duplication: (1) anyafter-tax effect of extraordinary,non-recurring or unusual gains or losses (less all fees and expenses relating thereto), charges or expenses (including relating to theSpin-Off Transaction or any multi-year strategic initiatives), restructuring and duplicative running costs, relocation costs, integration costs, facility consolidation and closing costs, severance costs and expenses,one-time compensation charges, costs relating topre-opening, opening and conversion costs for facilities, losses, costs or cost inefficiencies related to facility or property disruptions or shutdowns, signing, retention and completion bonuses, costs incurred in connection with any strategic initiatives, transition costs, costs incurred in connection with acquisitions andnon-recurring product and intellectual property development, other business optimization expenses (including costs and expenses relating to business optimization programs and new systems design, retention charges, system establishment costs and implementation costs) and operating expenses attributable to the implementation of cost-savings initiatives, and curtailments or modifications to pension and post-retirement employee benefit plans shall be excluded; (2) the cumulative effect of a change in accounting principles and changes as a result of the adoption or modification of accounting policies during such period shall be excluded; (3) any netafter-tax effect of gains or losses on disposal, abandonment or discontinuance of disposed, abandoned or discontinued operations, as applicable, shall be excluded; (4) any netafter-tax effect of gains or losses (less all fees, expenses and charges relating thereto) attributable to asset dispositions or abandonments or the sale or other disposition of any Capital Stock of any Person other than in the ordinary course of business shall be excluded; (5) the Net Income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting shall be excluded;provided, that Consolidated Net Income of such Person shall be increased by the amount of dividends or distributions or other payments (other than Excluded Contributions) that are actually paid in cash (or to the extent converted into cash) to such Person or a Restricted Subsidiary thereof in respect of such period; (6) solely for the purpose of determining the amount available for Restricted Payments under clause (3)(a) of the first paragraph of “—Certain Covenants—Limitation on Restricted Payments,” the Net Income for such period of any Restricted Subsidiary (other than any Guarantor) shall be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders (other than restrictions in the Notes or the Indenture), unless such restriction with respect to the payment of dividends or similar distributions has been legally waived,providedthat Consolidated Net Income of such Person will be increased by the amount of dividends or other distributions or other payments actually paid in Cash Equivalents (or to the extent converted into Cash Equivalents) to such Person or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein; (7) effects of adjustments (including the effects of such adjustments pushed down to such Person and its Restricted Subsidiaries) in such Person’s consolidated financial statements pursuant to GAAP (including in the inventory (including any impact of changes to inventory valuation policy methods, including changes in capitalization of variances), property and equipment, software, goodwill, intangible assets,in-process research and development, deferred revenue and debt line items thereof) resulting from the application of recapitalization accounting or purchase accounting, as the case may be, in relation to any consummated acquisition or joint venture investment or the amortization orwrite-off or write-down of any amounts thereof, net of taxes, shall be excluded; (8) anyafter-tax effect of income (loss) from the early extinguishment or conversion of (i) Indebtedness, (ii) Hedging Obligations or (iii) other derivative instruments shall be excluded; (9) any impairment charge or assetwrite-off or write-down, including impairment charges or asset write-offs or write-downs related to intangible assets, long-lived assets, investments in debt and equity securities and investments recorded using the equity method or as a result of a change in law or regulation, in each case, pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP shall be excluded; (10) any equity-based ornon-cash compensation charge or expense including any such charge or expense arising from grants of stock appreciation or similar rights, stock options, restricted stock, profits interests or other rights or equity- or equity-based incentive programs (“equity incentives”), anyone-time cash charges associated with the equity incentives or other long-term incentive compensation plans (including under deferred compensation arrangements of Parent, the Issuer or any of itstheir respective direct or indirect parent entities or subsidiaries), rollover, acceleration, or payout of Equity Interests by management, other employees or business partners of Parent, the Issuer or any of the Issuer’sParent’s direct or indirect parent companies, shall be excluded; (11) any fees, expenses or charges incurred during such period, or any amortization thereof for such period, in connection with any acquisition, recapitalization, Investment, Asset Sale, disposition, incurrence or repayment of Indebtedness (including such fees, expenses or charges related to the offering and issuance of the Notes and other securities and the syndication and incurrence of any Credit Facilities), issuance of Equity Interests of the IssuerParent or its direct or indirect parent entities, refinancing transaction or amendment or modification of any debt instrument (including any amendment or other modification of the Notes and other securities and any Credit Facilities) and including, in each case, any such transaction consummated on or prior to the Issue Date and any such transaction undertaken but not completed, and any charges ornon-recurring merger costs incurred during such period as a result of any such transaction, in each case whether or not successful or consummated (including, for the avoidance of doubt the effects of expensing all transaction related expenses in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic No. 805,Business Combinations), shall be excluded; (12) accruals and reserves that arewere established or adjusted within twelve months after theSpin-Off Date that are so required to be established or adjusted as a result of theSpin-Off Transaction (or within twenty four months after the closing of any acquisition that are so required to be established as a result of such acquisition) in accordance with GAAP or changes as a result of modifications of accounting policies shall be excluded; (13) any expenses, charges or losses to the extent covered by insurance or indemnity and actually reimbursed, or, so long as such Person has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer or indemnifying party and only to the extent that such amount is in fact reimbursed within 365 days of the date of the insurable or indemnifiable event (net of any amount so added back in any prior period to the extent not so reimbursed within the applicable365-day period), shall be excluded; (14) any noncash compensation expense resulting from the application of Accounting Standards Codification Topic No. 718,Compensation—Stock Compensation, shall be excluded; (15) the following items shall be excluded: (a) any net unrealized gain or loss (after any offset) resulting in such period from Hedging Obligations and the application of Accounting Standards Codification Topic No. 815,Derivatives and Hedging, (b) any net unrealized gain or loss (after any offset) resulting in such period from currency translation gains or losses including those related to currency remeasurements of Indebtedness (including any net loss or gain resulting from Hedging Obligations for currency exchange risk) and any other foreign currency translation gains and losses, to the extent such gain or losses arenon-cash items, (c) any adjustments resulting for the application of Accounting Standards Codification Topic No. 460,Guarantees, or any comparable regulation, (d) effects of adjustments to accruals and reserves during a prior period relating to any change in the methodology of calculating reserves for returns, rebates and other chargebacks, and (e)earn-out,non-compete and contingent consideration obligations (including to the extent accounted for as bonuses or otherwise) and adjustments thereof and purchase price adjustments; (16) reserves established for the benefit of landlords of leased hotel properties for the acquisition of capitalized assets and equipment at such properties shall be excluded; and (17) if such Person is treated as a disregarded entity or partnership for U.S. federal, state and/or local income tax purposes for such period or any portion thereof, the amount of distributions actually made to any direct or indirect parent company of such Person in respect of such period in accordance with clause 15(b) of the second paragraph under “—Certain Covenants—Limitation on Restricted Payments” shall be included in calculating Consolidated Net Income as though such amounts had been paid as taxes directly by such Person for such period. In addition, to the extent not already included in the Consolidated Net Income of such Person and its Restricted Subsidiaries, notwithstanding anything to the contrary in the foregoing, Consolidated Net Income shall include the amount of proceeds received from business interruption insurance and reimbursements of any expenses and charges that are covered by indemnification or other reimbursement provisions in connection with any acquisition, Investment or any sale, conveyance, transfer or other disposition of assets permitted under the Indenture. Notwithstanding the foregoing, for the purpose of the covenant described under “—Certain Covenants—Limitation on Restricted Payments” only (other than clause (3)(d) of the first paragraph thereof), there shall be excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by the IssuerParent and its Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments from the IssuerParent and its Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted Investments by the IssuerParent or any of its Restricted Subsidiaries, any sale of the stock of an Unrestricted Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments permitted under such covenant pursuant to clause (3)(d) thereof. “Consolidated Secured Debt Ratio” means, as of any date of determination, the ratio of (1) Consolidated Total Indebtedness of the IssuerParent and its Restricted Subsidiaries that is secured by Liens on the property of the IssuerParent and its Restricted Subsidiaries as of the end of the most recent fiscal quarter for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occurminusCash Equivalents included on the consolidated balance sheet of the IssuerParent as of the end of such most recent fiscal quarter to (2) EBITDA of the IssuerParent and its Restricted Subsidiaries for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur, in each case with such pro forma adjustments to Consolidated Total Indebtedness, Cash Equivalents and EBITDA as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio. “Consolidated Total Debt Ratio” means, as of any date of determination, the ratio of (1) Consolidated Total Indebtedness of the IssuerParent and its Restricted Subsidiaries as of the end of the most recent fiscal quarter for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occurminus Cash Equivalents included on the consolidated balance sheet of the IssuerParent as of the end of such most recent fiscal quarter to (2) EBITDA of the IssuerParent and its Restricted Subsidiaries for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur, in each case with such pro forma adjustments to Consolidated Total Indebtedness, Cash Equivalents and EBITDA as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio. “Consolidated Total Indebtedness” means, as at any date of determination, an amount equal to the sum of (1) the aggregate amount of all outstanding Indebtedness of the IssuerParent and its Restricted Subsidiaries on a consolidated basis consisting of Indebtedness for borrowed money, Obligations in respect of Capitalized Lease Obligations and debt obligations evidenced by promissory notes and similar instruments, as determined in accordance with GAAP (excluding for the avoidance of doubt all undrawn amounts under revolving credit facilitiesandfacilities and letters of credit, and all obligations relating to Qualified Securitization Facilities) and (2) the aggregate amount of all outstanding Disqualified Stock of the IssuerParent and all Preferred Stock of its Restricted Subsidiaries on a consolidated basis, with the amount of such Disqualified Stock and Preferred Stock equal to the greater of their respective voluntary or involuntary liquidation preferences and maximum fixed repurchase prices, in each case determined on a consolidated basis in accordance with GAAP (but excluding the effects of any discounting of Indebtedness resulting from the application of repurchase or purchase accounting in connection with any acquisition);provided, that Consolidated Total Indebtedness shall not include Indebtedness in respect of (A) any letter of credit, except to the extent of unreimbursed amounts under standby letters of credit;provided that any unreimbursed amounts under commercial letters of credit shall not be counted as Consolidated TotalIndebtednessTotal Indebtedness until three Business Days after such amount is drawn and (B) Hedging Obligations existing on the Issue Date or otherwise permitted by clause (10) of the second paragraph under “—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”. For purposes hereof, the “maximum fixed repurchase price” of any Disqualified Stock or Preferred Stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock or Preferred Stock as if such Disqualified Stock or Preferred Stock were purchased on any date on which Consolidated Total Indebtedness shall be required to be determined pursuant to the Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock or Preferred Stock, such fair market value shall be determined reasonably and in good faith by the Issuer.Parent. The U.S. Dollar Equivalent principal amount of any Indebtedness denominated in a foreign currency will reflect the currency translation effects, determined in accordance with GAAP, of Hedging Obligations for currency exchange risks with respect to the applicable currency in effect on the date of determination of the U.S. Dollar Equivalent principal amount of such Indebtedness. “Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent, (1) to purchase any such primary obligation or any property constituting direct or indirect security therefor; (2) to advance or supply funds, (a) for the purchase or payment of any such primary obligation; or (b) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor; or (3) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof. “Controlled Investment Affiliate” means, as to any Person, any other Person, other than any Investor, which directly or indirectly is in control of, is controlled by, or is under common control with such Person and is organized by such Person (or any Person controlling such Person) primarily for making direct or indirect equity or debt investments in the IssuerParent and/or other companies. “Credit Agreement” means that certain Credit Agreement dated as of October 25, 2013, by and among the Issuer,Parent, HLT Parent, Deutsche Bank AG, New York Branch, as administrative agent, and the lenders and other parties party thereto, as amended by Amendment No. 1 thereto dated as of August 18, 2016, by and among Parent, HLT Parent, Deutsche Bank AG, New York Branch, as administrative agent, and the Issuer,lenders and other parties party thereto, Amendment No. 2 thereto dated as of November 21, 2016, by and among Parent, HLT Parent, Deutsche Bank AG, New York Branch, as administrative agent, and the lenders and other parties party thereto, and Amendment No. 23 thereto dated as of November 21, 2016,March 16, 2017, by and among the Issuer,Parent, HLT Parent, HWP, Deutsche Bank AG, New York Branch, as administrative agent, and the lenders and other parties party thereto. “Credit Facilities” means, with respect to the IssuerParent or any of its Restricted Subsidiaries, one or more debt facilities, including the Senior Secured Credit Facilities, or other financing arrangements (including, without limitation, commercial paper facilities or indentures) providing for revolving credit loans, term loans, letters of credit or other long-term indebtedness, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements or refundings thereof, in whole or in part, and any indentures or credit facilities or commercial paper facilities that replace, refund, supplement or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding, supplemental orrefinancingor refinancing facility, arrangement or indenture that increases the amount permitted to be borrowed or issued thereunder or alters the maturity thereof (providedthat such increase in borrowings or issuances is permitted under “—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”) or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, trustee, lender or group of lenders or other holders. “Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default. “DesignatedNon-cash Consideration” means the fair market value ofnon-cash consideration received by the IssuerParent or a Restricted Subsidiary in connection with an Asset Sale that is so designated as DesignatedNon-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, executed by the principal financial officer of the Issuer,Parent, less the amount of Cash Equivalents received in connection with a subsequent sale, redemption or repurchase of or collection or payment on such DesignatedNon-cash Consideration. “Designated Preferred Stock” means Preferred Stock of the IssuerParent or any direct or indirect parent company thereof (in each case other than Disqualified Stock) that is issued for cash (other than to a Restricted Subsidiary or an employee stock ownership plan or trust established by the IssuerParent or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officer’s Certificate executed by the principal financial officer of the IssuerParent or the applicable parent company thereof, as the case may be, on the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in clause (3) of the first paragraph of “—Certain Covenants—Limitation on Restricted Payments.” “Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable (other than solely as a result of a change of control or asset sale) pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than solely as a result of a change of control or asset sale), in whole or in part, in each case prior to the date 91 days after the earlier of the maturity date of the applicable series of Notes or the date the applicable series of Notes are no longer outstanding;provided, that if such Capital Stock is issued to any plan for the benefit of employees of the IssuerParent or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the IssuerParent or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations;provided, further, that any Capital Stock held by any future, current or former employee, director, officer, manager or consultant (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Issuer,Parent, any of its Subsidiaries, any of its direct or indirect parent companies or any other entity in which the IssuerParent or a Restricted Subsidiary has an Investment and is designated in good faith as an “affiliate” by the board of directors of the IssuerParent (or the compensation committee thereof), in each case pursuant to any stock subscription or shareholders’ agreement, management equity plan or stock option plan or any other management or employee benefit plan or agreement shall not constitute Disqualified Stock solely because it may be required to be repurchased by the IssuerParent or its Subsidiaries or in order to satisfy applicable statutory or regulatory obligations. “Distribution Agreement” means the Distribution Agreement dated January 2, 2017 by and among HLT Parent, the Issuer, PHRI and HGVI, as amended, supplemented, waived or otherwise modified from time to time in a manner not materially adverse to the holders of the Notes when taken as a whole, as compared to the Distribution Agreement as in effect immediately prior to such amendment, supplement, waiver or modification. “EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period (1) increased (without duplication) by the following, in each case (other than with respect to clauses (h) and (k)) to the extent deducted (and not added back) in determining Consolidated Net Income for such period: (a) (x) provision for taxes based on income or profits or capital, including, without limitation, federal, state, franchise and similar taxes (such as the Delaware franchise tax, the Pennsylvania capital tax, Texas margin tax and provincial capital taxes paid in Canada) and foreign withholding taxes (including any future taxes or other levies which replace or are intended to be in lieu of such taxes and any penalties and interest related to such taxes or arising from tax examinations), (y) if such Person is treated as a disregarded entity or partnership for U.S. federal, state and/or local income tax purposes for such period or any portion thereof, the amount of distributions actually made to any direct or indirect parent company of such Person in respect of such period in accordance with clause 15(b) of the second paragraph under “—Certain Covenants—Limitation on Restricted Payments” and (z) the net tax expense associated with any adjustments made pursuant to clauses (1) through (17) of the definition of “Consolidated Net Income”; plus (b) Fixed Charges of such Person for such period (including (x) net losses on Hedging Obligations or other derivative instruments entered into for the purpose of hedging interest rate risk, (y) bank fees and other financing fees and (z) costs of surety bonds in connection with financing activities, plus amounts excluded from Consolidated Interest Expense as set forth in clauses (1)(q) through (z) in the definition thereof); plus (c) Consolidated Depreciation and Amortization Expense of such Person for such period; plus (d) the amount of any restructuring charges or reserves, equity-based ornon-cash compensation charges or expenses including any such charges or expenses arising from grants of stock appreciation or similar rights, stock options, restricted stock or other rights, retention charges (including charges or expenses in respect of incentive plans),start-up or initial costs for any project or new production line, division or new line of business, integration costs or other business optimization expenses or reserves including, without limitation, costs or reserves associated with improvements to IT and accounting functions, integration and facilities opening costs or anyone-time costs incurred in connection with acquisitions and Investments and costs related to the closure and/or consolidation of facilities; plus (e) any othernon-cash charges, including any write-offs or write-downs reducing Consolidated Net Income for such period (providedthat if any suchnon-cash charges represent an accrual or reserve for potential cash items in any future period, (A) the IssuerParent may elect not to add back suchnon-cash charge in the current period and (B) to the extent the IssuerParent elects to add back suchnon-cash charge, the cash payment in respect thereof in such future period shall be subtracted from EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period); plus (f) the amount of anynon-controlling interest or minority interest expense consisting of Subsidiary income attributable to minority equity interests of third parties in anynon-Wholly Owned Subsidiary; plus (g) the amount of management, monitoring, consulting, advisory fees and other fees (including termination fees) and indemnities and expenses paid or accrued in such period under the Support and Services Agreement (and related agreements or arrangements) or otherwise to the Investors to the extent otherwise permitted under “—Certain Covenants—Transactions with Affiliates”; plus (h) the amount of “run-rate”“run-rate” cost savings, operating expense reductions and synergies projected by the IssuerParent in good faith to result from actions taken, committed to be taken or expected in good faith to be taken no later than twenty four (24) months after the end of such period (calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of such period for which EBITDA is being determined and as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period), net of the amount of actual benefits realized during such period from such actions;provided, that such cost savings and synergies are reasonably identifiable and factually supportable (it is understood and agreed that “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or expected to be taken, net of the amount of actual benefits realized during such period from such actions); plus (i) the amount of loss or discount on sale of receivables, Securitization Assets and related assets to any Securitization Subsidiary in connection with a Qualified Securitization Facility; plus (j) any costs or expense incurred by the IssuerParent or a parent entity of the IssuerParent or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of the IssuerParent or net cash proceeds of an issuance of Equity Interest of the IssuerParent (other than Disqualified Stock) solely to the extent that such net cash proceeds are excluded from the calculation set forth in clause (3) of the first paragraph under “—Certain Covenants—Limitation on Restricted Payments”; plus (k) cash receipts (or any netting arrangements resulting in reduced cash expenditures) not representing EBITDA or Consolidated Net Income in any period to the extentnon-cash gains relating to such income were deducted in the calculation of EBITDA pursuant to clause (2) below for any previous period and not added back; plus (l) any net loss from disposed, abandoned or discontinued operations; (2) decreased (without duplication) by the following, in each case to the extent included in determining Consolidated Net Income for such period: (a)non-cash gains increasing Consolidated Net Income of such Person for such period, excluding anynon-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced EBITDA in any prior period and anynon-cash gains with respect to cash actually received in a prior period so long as such cash did not increase EBITDA in such prior period; plus (b) any net income from disposed, abandoned or discontinued operations. “Employee Matters Agreement” means the Employee Matters Agreement, dated January 2, 2017, by and among HLT Parent, the Issuer, PHRI and HGVI, as amended, supplemented, waived or otherwise modified from time to time in a manner not materially adverse to the holders of the Notes when taken as a whole, as compared to the Employee Matters Agreement as in effect immediately prior to such amendment, supplement, waiver or modification. “EMU” means economic and monetary union as contemplated in the Treaty on European Union. “Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock. “Equity Offering” means any public or private sale or issuance of common stock or Preferred Stock (excluding Disqualified Stock), of the IssuerParent or any of its direct or indirect parent companies other than: (1) public offerings with respect to the Issuer’sParent’s or any direct or indirect parent company’s common stock registered on FormS-4 or FormS-8; (2) issuances to any Subsidiary of the Issuer;Parent; and (3) any such public or private sale or issuance that constitutes an Excluded Contribution. “euro” means the single currency of participating member states of the EMU. “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder. “Excluded Contribution” means net cash proceeds, marketable securities or Qualified Proceeds received by the IssuerParent since the 2021 Notes Issue Date from: (1) contributions to its common equity capital; (2) dividends, distributions, fees and other payments from Unrestricted Subsidiaries and any joint ventures that are not Restricted Subsidiaries; and (3) the sale (other than to a Subsidiary of the IssuerParent or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of the Issuer)Parent) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of the Issuer,Parent, in each case designated as Excluded Contributions pursuant to an Officer’s Certificate executed by the principal financial officer of the Issuer,Parent, which are (or were) excluded from the calculation set forth in clause (3) of the first paragraph under “—Certain Covenants—Limitation on Restricted Payments.” Notwithstanding the foregoing, an amount equal to the aggregate amount that has been designated prior to the Issue Date as an “Excluded Contribution” for purposes of the Existing Senior Notes pursuant to the Existing Senior Notes Indentures, shall automatically be deemed to be an Excluded Contribution under the Indenture, and such amount shall be excluded from the from the calculation set forth in clause (3) of the first paragraph under “—Certain Covenants—Limitation on Restricted Payments.” “Existing Senior Notes” means (i) the 20212024 Senior Notes, (ii) the 2025 Senior Notes and (ii)(iii) the 20242027 Senior Notes. “Existing Senior Notes Indentures Indentures”” means (i) the 20212024 Senior Notes Indenture and (ii) the 20242025 Senior Notes and the 2027 Senior Notes Indenture. “fair market value” means, with respect to any asset or liability, the fair market value of such asset or liability as determined by the IssuerParent in good faith. “Fixed Charge Coverage Ratio” means, with respect to any Person for any period, the ratio of EBITDA of such Person for such period to the Fixed Charges of such Person for such period. In the event that the IssuerParent or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) or issues or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to or simultaneously with the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Fixed Charge Coverage Ratio Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period;provided, however,, that the pro forma calculation of Fixed Charges for purposes of the first paragraph under “—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” (and for the purposes of other provisions of the Indenture that refer to such first paragraph) shall not give effect to any Indebtedness being incurred on such date (or on such other subsequent date which would otherwise require pro forma effect to be given to such incurrence) pursuant to the second paragraph under “—Certain Covenants—Limitation on Incurrence of Indebtedness and issuance of Disqualified Stock and Preferred Stock.” For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and discontinued operations (as determined in accordance with GAAP) that have been made by the IssuerParent or any of its Restricted Subsidiaries during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Fixed Charge Coverage Ratio Calculation Date shall be calculated on apro formabasis assuming that all such Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and discontinued operations (and the change in any associated fixed charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the IssuerParent or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, acquisition, disposition, merger, amalgamation, consolidation or discontinued operation that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated givingpro forma effect thereto for such period as if such Investment, acquisition, disposition, merger, amalgamation, consolidation or discontinued operation had occurred at the beginning of the applicable four-quarter period. For purposes of this definition, wheneverpro formaeffect is to be given to an Investment, acquisition, disposition, merger, amalgamation, consolidation or discontinued operation, thepro formacalculations shall be made in good faith by a responsible financial or accounting officer of the IssuerParent (and may include, for the avoidance of doubt, cost savings, synergies and operating expense reductions resulting from such Investment, acquisition, merger, amalgamation or consolidation which is being givenpro formaeffect that have been or are expected to be realized based on actions taken, committed to be taken or expected in good faith to be takenwithintaken within 18 months). If any Indebtedness bears a floating rate of interest and is being givenpro formaeffect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Fixed Charge Coverage Ratio Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the IssuerParent to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed ona pro formabasis shall be computed based upon the average daily balance of such Indebtedness during the applicable period except as set forth in the first paragraph of this definition. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the IssuerParent may designate. “Fixed Charges” means, with respect to any Person for any period, the sum of, without duplication: (1) Consolidated Interest Expense of such Person for such period; (2) all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Preferred Stock during such period; and (3) all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Disqualified Stock during such period. “Foreign Subsidiary” means, with respect to any Person, (1) (A) any Restricted Subsidiary of such Person that is not organized or existing under the laws of the United States, any state thereof or the District of Columbia and (B) any Restricted Subsidiary of such Foreign Subsidiary, and (2) any FSHCO Subsidiary of such Person. “FSHCO Subsidiary” means, with respect to any Person, any Restricted Subsidiary of such Person substantially all of whose assets consist, directly or indirectly, of Equity Interests and/or Indebtedness of one or more Foreign Subsidiaries, and any other assets incidental thereto. “GAAP” means (1) generally accepted accounting principles in the United States of America, as in effect from time to time, it being understood that, for purposes of the Indenture, all references to codified accounting standards specifically named in the Indenture shall be deemed to include any successor, replacement, amendment or updated accounting standard under GAAP or (2) if elected by the IssuerParent by written notice to the Trustee in connection with the delivery of financial statements and information, the accounting standards and interpretations (“IFRS”) adopted by the International Accounting Standard Board, as in effect on the first date of the period for which the IssuerParent is making such election; provided, that (a) any such election once made shall be irrevocable, (b) all financial statements and reports required to be provided after such election pursuant to the Indenture shall be prepared on the basis of IFRS, (c) from and after such election, all ratios, computations and other determinations based on GAAP contained in the Indenture shall be computed in conformity with IFRS, (d) in connection with the delivery of financial statements (x) for any of its first three financial quarters of any financial year, it shall restate its consolidated interim financial statements for such interim financial period and the comparable period in the prior year to the extent previously prepared in accordance with GAAP and (y) for delivery of audited annual financial information, it shall provide consolidated historical financial statements prepared in accordance with IFRS for the prior most recent fiscal year to the extent previously prepared in accordance with GAAP as in effect on the first date of the period in which the IssuerParent is making such election. For the avoidance of doubt, solely making an election (without any other action) referred to in this definition will not be treated as an incurrence of Indebtedness. If there occurs a change in generally accepted accounting principles and such change would cause a change in the method of calculation of any term or measure used in a covenant under “—Certain Covenants” (an “Accounting Change”), then the IssuerParent may elect, as evidenced by a written notice of the IssuerParent to the Trustee, that such term or measure shall be calculated as if such Accounting Change had not occurred. “guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations. “Guarantee” means the guarantee by any Guarantor of the Issuers’Issuer’s Obligations under the Indenture and the Notes. “Guarantor” means, with respect to each series ofthe Notes, (i) HLT Parent, (ii), HWP, (iii) Parent and (iii)(iv) each Subsidiary of the IssuerParent (other than the Co-Issuer)Issuer), if any, that Guarantees the Notes of such series in accordance with the terms of the Indenture. OnAs of the Issue Date,date of this prospectus, HLT Parent, HWP, Parent and each Restricted Subsidiary (other than the Issuer) that guarantees any Indebtedness of the IssuerParent under the Senior Secured Credit Facilities will beare a Guarantor. “Hedging Obligations” means, with respect to any Person, the obligations of such Person under any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, commodity swap agreement, commodity cap agreement, commodity collar agreement, foreign exchange contract, currency swap agreement or similar agreement providing for the transfer, modification or mitigation of interest rate, currency or commodity risks either generally or under specific contingencies. “HGVI” means Hilton Grand Vacations Inc., a Delaware corporation. “HNA” means HNA Tourism Group Co., Ltd, a PRC company. “HNA Registration Rights Agreement” means the Registration Rights Agreement, dated as of October 24, 2016, by and between HLT Parent and HNA, as amended by the Master Amendment and Option Agreement and as further amended, supplemented, waived or otherwise modified from time to time in a manner not materially adverse to the holders of the Notes when taken as a whole, as compared to the HNA Registration Rights Agreement as in effect immediately prior to such amendment, supplement, waiver or modification. “HNA Stockholders Agreement” means the Stockholders Agreement, dated as of October 24, 2016, by and among HLT Parent, HNA and, solely for purposes of Section 4.3 thereof, HNA Group Co., Ltd., as amended by the Master Amendment and Option Agreement and as further amended, supplemented, waived or otherwise modified from time to time in a manner not materially adverse to the holders of the Notes when taken as a whole, as compared to the HNA Stockholders Agreement as in effect immediately prior to such amendment, supplement, waiver or modification. “Holder” means the Person in whose name a Note is registered on the registrar’s books. “Immediate Family Members” means with respect to any individual, such individual’s child, stepchild, grandchild or more remote descendant, parent, stepparent, grandparent, spouse, former spouse, qualified domestic partner, sibling, mother- in-law, mother-in-law,father-in-law,son-in-law anddaughter-in-law (including adoptive relationships) and any trust, partnership or other bona fide estate-planning vehicle the only beneficiaries of which are any of the foregoing individuals or any private foundation or fund that is controlled by any of the foregoing individuals or any donor-advised fund of which any such individual is the donor. “Indebtedness” means, with respect to any Person, without duplication: (1) any indebtedness (including principal and premium) of such Person, whether or not contingent: (a) in respect of borrowed money; (b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without duplication, reimbursement agreements in respect thereof); (c) representing the balance deferred and unpaid of the purchase price of any property (including Capitalized Lease Obligations), except (i) any such balance that constitutes an obligation in respect of a commercial letter of credit, a trade payable or similar obligation to a trade or similar business creditor, in each case accrued in the ordinary course of business and (ii) anyearn-out obligations until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP and is not paid after becoming due and payable; or (d) representing the net obligations under any Hedging Obligations, if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP;provided, that Indebtedness of any direct or indirect parent of the IssuerParent appearing upon the balance sheet of the IssuerParent solely by reason of push-down accounting under GAAP shall be excluded; (2) to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, the obligations of the type referred to in clause (1) of a third Person (whether or not such items would appear upon the balance sheet of such obligor or guarantor), other than by endorsement of negotiable instruments for collection in the ordinary course of business; and (3) to the extent not otherwise included, the obligations of the type referred to in clause (1) of a third Person secured by a Lien on any asset owned by such first Person, whether or not such Indebtedness is assumed by such first Person;provided, that the amount of any such Indebtedness will be the lesser of (a) the fair market value of such asset at such date of determination and (b) the amount of such Indebtedness of such third Person; provided, that notwithstanding the foregoing, Indebtedness shall be deemed not to include (a) Contingent Obligations incurred in the ordinary course of business, or (b) obligations under or in respect of Qualified Securitization Facilities, operating leases or Sale and Lease-Back Transactions (except any resulting Capitalized Lease Obligations);provided, further, that Indebtedness shall be calculated without giving effect to the effects of Financial Accounting Standards Board Accounting Standards Codification Topic No. 815 and related interpretations to the extent such effects would otherwise increase or decrease an amount of Indebtedness for any purpose under the Indenture as a result of accounting for any embedded derivatives created by the terms of such Indebtedness. “Independent Financial Advisor” means an accounting, appraisal, investment banking firm or consultant to Persons engaged in Similar Businesses of nationally recognized standing that is, in the good faith judgment of the Issuer,Parent, qualified to perform the task for which it has been engaged. “Initial Purchasers” means the initial purchasers of the Notes on the Issue Date. “Investment Company AcAct”t” means the Investment Company Act of 1940, as amended. “Investment Grade Rating” means with respect to the Notes of a series, a rating equal to or higher than Baa3 (or the equivalent) by Moody’s andBBB- (or the equivalent) by S&P, or if the applicable securities are not then rated by Moody’s or S&P an equivalent rating by any other Rating Agency. “Investment Grade Securities” means: (1) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than Cash Equivalents); (2) debt securities or debt instruments with an Investment Grade Rating, but excluding any debt securities or instruments constituting loans or advances among the IssuerParent and its Subsidiaries; (3) investments in any fund that invests exclusively in investments of the type described in clauses (1) and (2) which fund may also hold immaterial amounts of cash pending investment or distribution; and (4) corresponding instruments in countries other than the United States customarily utilized for high quality investments. “Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit, advances to customers, commission, travel and similar advances to employees, directors, officers, managers and consultants, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of the IssuerParent in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. For purposes of the definition of “Unrestricted Subsidiary” and the covenant described under “—Certain Covenants—Limitation on Restricted Payments”: (1) “Investments” shall include the portion (proportionate to the Issuer’sParent’s equity interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of the IssuerParent at the time that such Subsidiary is designated an Unrestricted Subsidiary; and (2) any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer. The amount of any Investment outstanding at any time shall be the original cost of such Investment, reduced by any dividend, distribution, interest payment, return of capital, repayment or other amount received in Cash Equivalents by the IssuerParent or a Restricted Subsidiary in respect of such Investment. “Investors” means any of the Blackstone Funds and any of their Affiliates but not including, however, any of its or such Affiliates’ portfolio companies. “Issue Date” means March 16, 2017.April 13, 2018. “Issuer” means Hilton Worldwide Finance LLC,Domestic Operating Company Inc., a Delaware limited liability companycorporation (and not any of its Subsidiaries), and its successors, and “Issuers” means, collectively, such entity and the Co-Issuer.successors. “Legal Holiday” means a Saturday, a Sunday or a day on which commercial banking institutions are not required to be open in the State of New York or at the place of payment in respect of the Notes. If a payment date is on a Legal Holiday, payment will be made on the next succeeding day that is not a Legal Holiday and no interest shall accrue for the intervening period. “License Agreement” means the License Agreement dated January 2, 2017, by and between HLT Parent and HGVI, as amended, supplemented, waived or otherwise modified from time to time in a manner not materially adverse to the holders of the Notes when taken as a whole, as compared to the License Agreement as in effect immediately prior to such amendment, supplement, waiver or modification. “Lien” means, with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, charge, security interest, preference, priority or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction;provided, that in no event shall an operating lease be deemed to constitute a Lien. “Limited Condition Acquisition” means any acquisition, including by way of merger, amalgamation or consolidation, by the IssuerParent or one or more of its Restricted Subsidiaries whose consummation is not conditioned upon the availability of, or on obtaining, third party financing;provided that Consolidated Net Income (and any other financial term derived therefrom), other than for purposes of calculating any ratios in connection with the Limited Condition Acquisition, shall not include any Consolidated Net Income of or attributable to the target company or assets associated with any such Limited Condition Acquisition unless and until the closing of such Limited Condition Acquisition shall have actually occurred. “Management and Franchise Agreements” means, collectively, each hotel management agreement and/or franchise agreement entered into on or prior to the IssueIssuer Date by and between HLT Parent and PHRI and/or one or more Subsidiaries of HLT Parent or PHRI, pursuant to which HLT Parent and/or its Subsidiaries provides management and/or franchise services or licenses in respect of hotels owned or leased by PHRI and/or its Subsidiaries as set forth therein, as amended, supplemented, waived or otherwise modified from time to time in a manner not materially adverse to the holders of the Notes when taken as a whole, as compared to such hotel management agreement and/or franchise agreement as in effect immediately prior to such amendment, supplement, waiver or modification. “Management Stockholders” means the current and former employees and members of management (and their Controlled Investment Affiliates and Immediate Family Members) of the IssuerParent (or its direct or indirect parent entities) who are holders of Equity Interests of any direct or indirect parent companies of the IssuerParent on the Issue Date. “Market Capitalization” means an amount equal to (i) the total number of issued and outstanding shares of common Equity Interests of the IssuerParent (or, as the case may be, of a direct or indirect parent entity whose Equity Interests are traded on a securities exchange) on the date of the declaration of a Restricted Payment permitted pursuant to clause (9) of the second paragraph under “—Certain Covenants—Limitation on Restricted Payments” multiplied by (ii) the arithmetic mean of the closing prices per share of such common Equity Interests on the principal securities exchange on which such common Equity Interests are traded for the 30 consecutive trading days immediately preceding the date of declaration of such Restricted Payment. “Master Amendment and Option Agreement” means the Master Amendment and Option Agreement, dated April 9, 2018, among HLT Parent, HNA, and HNA HLT Holdco I LLC, a wholly-owned subsidiary of HNA. “Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency business. “Net Income” means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends. “Net Proceeds” means the aggregate Cash Equivalents proceeds received by the IssuerParent or any of its Restricted Subsidiaries in respect of any Asset Sale, including any Cash Equivalents received upon the sale or other disposition of any DesignatedNon-cash Consideration received in any Asset Sale, net of the direct costs relating to such Asset Sale and the sale or disposition of such DesignatedNon-cash Consideration, including legal, accounting and investment banking fees, payments made in order to obtain a necessary consent or required by applicable law, and brokerage and sales commissions, any relocation expenses incurred as a result thereof, other fees and expenses, including title and recordation expenses, taxes paid or payable as a result thereof or any transactions occurring or deemed to occur to effectuate a payment under the Indenture (after taking into account any available tax credits or deductions and any tax sharing arrangements), amounts required to be applied to the repayment of principal, premium, if any, and interest on Senior Indebtedness or amounts required to be applied to the repayment of Indebtedness secured by a Lien on such assets and required (other than required by clause (1) of the second paragraph of “—Repurchase at the Option of Holders—Asset Sales”) to be paid as a result of such transaction and any deduction of appropriate amounts to be provided by the IssuerParent or any of its Restricted Subsidiaries as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the IssuerParent or any of its Restricted Subsidiaries after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction. “Obligations” means any principal, interest (including any interest accruing on or subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), premium, penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and banker’s acceptances), damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable undertheunder the documentation governing any Indebtedness;provided, that any of the foregoing (other than principal and interest) shall no longer constitute “Obligations” after payment in full of such principal and interest except to the extent such obligations are fully liquidated andnon-contingent on or prior to such payment in full. “Offering Memorandum” means the confidential offering memorandum, dated March 7, 2017,April 10, 2018, relating to the initial sale of the Outstanding Notes. “Officer” means the Chairman of the board of directors, the Chief Executive Officer, the Chief Financial Officer, the Chief Operating Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of the IssuerParent or any other officer of the IssuerParent designated by any such individuals. “Officer’s Certificate” means a certificate signed on behalf of a Person by an Officer of such Person that meets the requirements set forth in the Indenture. “Opinion of Counsel” means a written opinion from legal counsel who is reasonably acceptable to the Trustee. The counsel may be an employee of or counsel to the IssuerParent or the Trustee. “Ownership Business” has the meaning assigned to such term in the Distribution Agreement. “Parent Company” means any Person so long as such Person directly or indirectly holds 100.0% of the total voting power of the Capital Stock of the Issuer,Parent, and at the time such Person acquired such voting power, no Person and no group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision), including any such group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule13d-5(b)(1) under the Exchange Act) (other than a Parent Company or any Permitted Holder), shall have beneficial ownership (within the meaning of Rule13d-3 under the Exchange Act, or any successor provision), directly or indirectly, of 50.0% or more of the total voting power of the Voting Stock of such Person. “Permitted Asset Swap” means the substantially concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and Cash Equivalents between the IssuerParent or any of its Restricted Subsidiaries and another Person;provided, that any Cash Equivalents received must be applied in accordance with the covenant described under “—Repurchase at the Option of Holders—Asset Sales.” “Permitted Holders” means any of the Investors and Management Stockholders and any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) of which any of the foregoing are members;provided, that in the case of such group and without giving effect to the existence of such group or any other group, such Investors and Management Stockholders, collectively, have beneficial ownership of more than 50.0% of the total voting power of the Voting Stock of the IssuerParent or any of its direct or indirect parent companies. Any Person or group whose acquisition of beneficial ownership constitutes a Change of Control in respect of which a Change of Control Offer is made in accordance with the requirements of the Indenture will thereafter, together with its Affiliates, constitute an additional Permitted Holder. “Permitted Intercompany Activities” means any transactions between or among the IssuerParent and its Subsidiaries (for the avoidance of doubt, including Unrestricted Subsidiaries) that are entered into in the ordinary course of business of the IssuerParent and its Subsidiaries and, in the good faith judgment of the IssuerParent are necessary or advisable in connection with the ownership or operation of the business of the IssuerParent and its Subsidiaries, including, but not limited to, (i) payroll, cash management, purchasing, insurance and hedging arrangements; (ii) management, technology and licensing arrangements; and (iii) Hilton Honors and similar customer loyalty and rewards programs. “Permitted Investments” means: (1) any Investment in the IssuerParent or any of its Restricted Subsidiaries; (2) any Investment in Cash Equivalents or Investment Grade Securities; (3) any Investment by the IssuerParent or any of its Restricted Subsidiaries in a Person (including, to the extent constituting an Investment, in assets of a Person that represent substantially all of its assets or a division, business unit or product line, including research and development and related assets in respect of any product) that is engaged directly or through entities that will be Restricted Subsidiaries in a Similar Business if as a result of such Investment: (a) such Person becomes a Restricted Subsidiary; or (b) such Person, in one transaction or a series of related transactions, is amalgamated, merged or consolidated with or into, or transfers or conveys substantially all of its assets (or such division, business unit or product line) to, or is liquidated into, the IssuerParent or a Restricted Subsidiary, and, in each case, any Investment held by such Person;provided, that such Investment was not acquired by such Person in contemplation of such acquisition, merger, amalgamation, consolidation or transfer; (4) any Investment in securities or other assets, including earn-outs, not constituting Cash Equivalents or Investment Grade Securities and received in connection with an Asset Sale made pursuant to the first paragraph under “—Repurchase at the Option of Holders—Asset Sales” or any other disposition of assets not constituting an Asset Sale; (5) any Investment existing on the 2021 Notes Issue Date or made pursuant to binding commitments in effect on the 2021 Notes Issue Date or an Investment consisting of any extension, modification or renewal of any such Investment or binding commitment existing on the 2021 Notes Issue Date;provided, that the amount of any such Investment may be increased in such extension, modification or renewal only (a) as required by the terms of such Investment or binding commitment as in existence on the 2021 Notes Issue Date (including as a result of the accrual or accretion of interest or original issue discount or the issuance ofpay-in-kind securities) or (b) as otherwise permitted under the Indenture; (6) any Investment acquired by the IssuerParent or any of its Restricted Subsidiaries: (a) consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business; (b) in exchange for any other Investment or accounts receivable, endorsements for collection or deposit held by the IssuerParent or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable (including any trade creditor or customer); or (c) in satisfaction of judgments against other Persons; or (d) as a result of a foreclosure by the IssuerParent or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default; (7) Hedging Obligations permitted under clause (10) of the second paragraph of the covenant described in “—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; (8) any Investment in a Similar Business taken together with all other Investments made pursuant to this clause (8) that are at that time outstanding not to exceed the greater of (a) $570.0 million and (b) 4.0% of Total Assets (in each case, determined on the date such Investment is made, with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);provided, however, that if any Investment pursuant to this clause (8) is made in any Person that is not a Restricted Subsidiary of the IssuerParent at the date of the making of such Investment and such Person becomes a Restricted Subsidiary after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) above and shall cease to have been made pursuant to this clause (8); (9) Investments the payment for which consists of Equity Interests (other than Disqualified Stock) of the Issuer,Parent, or any of its direct or indirect parent companies;provided, that such Equity Interests will not increase the amount available for Restricted Payments under clause (3) of the first paragraph under the covenant described in “—Certain Covenants—Limitation on Restricted Payments”; (10) guarantees of Indebtedness permitted under the covenant described in “—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock,” performance guarantees and Contingent Obligations incurred in the ordinary course of business or consistent with past practice and the creation of Liens on the assets of the IssuerParent or any Restricted Subsidiary in compliance with the covenant described under “—Certain Covenants—Liens”; (11) any transaction to the extent it constitutes an Investment that is permitted by and made in accordance with the provisions of the second paragraph of the covenant described under “—Certain Covenants—Transactions with Affiliates” (except transactions described in clauses (2), (5), (9) and (23) of such paragraph); (12) Investments consisting of purchases or other acquisitions of inventory, supplies, material or equipment or the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons; (13) Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (13) that are at that time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities), not to exceed the greater of (a) $570.0 million and (b) 4.0% of Total Assets (in each case, determined on the date such Investment is made, with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);provided, however, that if any Investment pursuant to this clause (13) is made in any Person that is not a Restricted Subsidiary of the IssuerParent at the date of the making of such Investment and such Person becomes a Restricted Subsidiary after such date, such investment shall thereafter be deemed to have been made pursuant to clause (1) above and shall cease to have been made pursuant to this clause (13); (14) Investments in or relating to a Securitization Subsidiary that, in the good faith determination of the IssuerParent are necessary or advisable to effect any Qualified Securitization Facility (including any contribution of replacement or substitute assets to such subsidiary) or any repurchase obligation in connection therewith; (15) advances to, or guarantees of Indebtedness of, employees not in excess of $25.0 million outstanding in the aggregate; (16) loans and advances to employees, directors, officers, managers and consultants (a) for business-related travel expenses, moving expenses and other similar expenses or payroll advances, in each case incurred in the ordinary course of business or consistent with past practices or (b) to fund such Person’s purchase of Equity Interests of the IssuerParent or any direct or indirect parent company thereof; (17) advances, loans or extensions of trade credit in the ordinary course of business or consistent with past practice by the IssuerParent or any of its Restricted Subsidiaries; (18) any Investment in any Subsidiary or any joint venture in connection with intercompany cash management arrangements or related activities arising in the ordinary course of business or consistent with past practice; (19) Investments consisting of purchases and acquisitions of assets or services in the ordinary course of business or consistent with past practice; (20) Investments made in the ordinary course of business or consistent with past practice in connection with obtaining, maintaining or renewing client contracts; (21) Investments in prepaid expenses, negotiable instruments held for collection and lease, utility and workers compensation, performance and similar deposits entered into as a result of the operations of the business in the ordinary course of business or consistent with past practice; (22) repurchases of Notes or Existing Senior Notes; (23) Investments in the ordinary course of business or consistent with past practice consisting of Uniform Commercial Code Article 3 endorsements for collection of deposit and Article 4 customary trade arrangements with customers consistent with past practices; (24) Investments consisting of promissory notes issued by Parent, the Issuer the Co-Issuer or any Guarantor to future, present or former officers, directors and employees, members of management, or consultants of the IssuerParent or any of its Subsidiaries or their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of the IssuerParent or any direct or indirect parent thereof, to the extent the applicable Restricted Payment is a permitted by the covenant described under “—Certain Covenants—Limitation on Restricted Payments”; (25) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or consistent with past practice or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (26) Investments (i) by the Captive Insurance Subsidiary made in the ordinary course of its business or consistent with past practice, and (ii) in the Captive Insurance Subsidiary in the ordinary course of business or required under statutory or regulatory authority applicable to such Captive Insurance Subsidiary; (27) Investments made in connection with Permitted Intercompany Activities and related transactions; (28) Investments in joint ventures of the IssuerParent or any of its Restricted Subsidiaries existing on the 2021 Notes Issue Date; (29) Investments in joint ventures of the IssuerParent or any of its Restricted Subsidiaries, taken together with all other Investments made pursuant to this clause (29) that are at that time outstanding, not to exceed the greater of (a) $285.0 million and (b) 2.0% of Total Assets (in each case, determined on the date such Investment is made, with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value); and (30) Investments in an Unrestricted Subsidiary consisting of Equity Interests issued by, or property or assets of, another Unrestricted Subsidiary. “Permitted Liens” means, with respect to any Person: (1) pledges, deposits or security by such Person under workmen’s compensation laws, unemployment insurance, employers’ health tax, and other social security laws or similar legislation or other insurance related obligations (including, but not limited to, in respect of deductibles, self-insured retention amounts and premiums and adjustments thereto) or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or U.S. government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case incurred in the ordinary course of business; (2) Liens imposed by law, such as landlords’, carriers’, warehousemen’s, materialmen’s, repairmen’s and mechanics’ Liens, in each case for sums not yet overdue for a period of more than 45 days or, if more than 45 days overdue, that are unfiled and no other action has been taken to enforce such Lien or that are being contested in good faith by appropriate actions or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP; (3) Liens for taxes, assessments or other governmental charges not yet overdue for a period of more than 30 days or not yet payable or subject to penalties for nonpayment or which are being contested in good faith by appropriate actions diligently conducted, if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP; (4) Liens in favor of issuers of performance, surety, bid, indemnity, warranty, release, appeal or similar bonds or with respect to other regulatory requirements or letters of credit or bankers acceptances issued, and completion guarantees provided for, in each case, issued pursuant to the request of and for the account of such Person in the ordinary course of its business or consistent with past practice prior to the Issue Date; (5) minor survey exceptions, minor encumbrances, ground leases, easements or reservations of, or rights of others for, licenses,rights-of-way, servitudes, sewers, electric lines, drains, telegraph, telephone and cable television lines and other similar purposes, or zoning, building codes or other restrictions (including minor defects and irregularities in title and similar encumbrances) as to the use of real properties or Liens incidental, to the conduct of the business of such Person or to the ownership of its properties which were not incurred in connection with Indebtedness and which do not in the aggregate materially interfere with the ordinary conduct of the business of the IssuerParent or any of its Restricted Subsidiaries, taken as a whole, and exceptions on title policies insuring liens granted on Mortgaged Properties (as defined in the Senior Secured Credit Facilities); (6) Liens securing Obligations relating to any Indebtedness permitted to be incurred pursuant to clause (4), (12), (13), (14), (23) or (25) of the second paragraph under “—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”;provided, that (a) Liens securing Obligations relating to any Indebtedness, Disqualified Stock or Preferred Stock to be incurred pursuant to clause (4) of the second paragraph under “—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” extend only to the assets so purchased, leased or improved; (b) Liens securing Obligations relating to any Indebtedness permitted to be incurred pursuant to clause (13) relate only to Obligations relating to Refinancing Indebtedness that (x) is secured by Liens on the same assets as the assets securing the Refinancing Indebtedness or (y) extends, replaces, refunds, refinances, renews or defeases Indebtedness incurred or Disqualified Stock or Preferred Stock issued under clauses (3), (4) or (12) of the second paragraph under “— “—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock,” (c) Liens securing Indebtedness permitted to be incurred pursuant to clause (14) shall only be permitted if such Liens are limited to all or part of the same property or assets, including Capital Stock (plus improvements, accessions, proceeds or dividends or distributions in respect thereof, or replacements of any thereof) acquired, or of any Person acquired or merged or consolidated with or into the IssuerParent or any Restricted Subsidiary, in any transaction to which such Indebtedness relates and (d) Liens securing Indebtedness permitted to be incurred pursuant to clauses (23) and (25) shall only be permitted if such Liens extend only to the assets of Restricted Subsidiaries of the IssuerParent that are not the Co-IssuerIssuer or Guarantors; (7) Liens existing on the Issue Date (excluding Liens securing the Credit Agreement), including Liens securing any Refinancing Indebtedness of any Indebtedness secured by such Liens; (8) Liens on property or shares of stock or other assets of a Person at the time such Person becomes a Subsidiary;provided, that such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary;provided, further, that such Liens may not extend to any other property or other assets owned by the IssuerParent or any of its Restricted Subsidiaries; (9) Liens on property or other assets at the time the IssuerParent or a Restricted Subsidiary acquired the property or such other assets, including any acquisition by means of a merger, amalgamation or consolidation with or into the IssuerParent or any of its Restricted Subsidiaries;provided, that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition, amalgamation, merger or consolidation;provided, further, that the Liens may not extend to any other property owned by the IssuerParent or any of its Restricted Subsidiaries; (10) Liens securing Obligations relating to any Indebtedness or other obligations of a Restricted Subsidiary owing to the IssuerParent or another Restricted Subsidiary permitted to be incurred in accordance with the covenant described under “—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; (11) Liens securing (x) Hedging Obligations and (y) obligations in respect of Bank Products; (12) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s accounts payable or similar trade obligations in respect of bankers’ acceptances or documentary letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods; (13) leases,sub-leases, licenses orsub-licenses granted to others in the ordinary course of business which do not materially interfere with the ordinary conduct of the business of the IssuerParent or any of its Restricted Subsidiaries, taken as a whole, and do not secure any Indebtedness; (14) Liens arising from Uniform Commercial Code (or equivalent statute) financing statement filings regarding operating leases or consignments entered into by the IssuerParent and its Restricted Subsidiaries in the ordinary course of business or purported Liens evidenced by the filing of precautionary Uniform Commercial Code financing statements or similar public filings; (15) Liens in favor of Parent, the Issuer the Co-Issuer or any Subsidiary Guarantor; (16) Liens on equipment of the IssuerParent or any of its Restricted Subsidiaries granted in the ordinary course of business to the Issuer’sParent’s or a Restricted Subsidiary’s customers or clients; (17) Liens on accounts receivable, Securitization Assets and related assets incurred in connection with a Qualified Securitization Facility; (18) Liens to secure any modification, refinancing, refunding, extension, renewal or replacement (or successive refinancing, refunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (6), (7), (8), (9), this clause (18) and clause (40) hereof;provided, that (a) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property) and proceeds and products thereof, and (b) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (i) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (6), (7), (8), (9), this clause (18) and clause (40) hereof at the time the original Lien became a Permitted Lien under the Indenture, and (ii) an amount necessary to pay any fees and expenses (including original issue discount, upfront fees or similar fees) and premiums (including tender premiums and accrued and unpaid interest), related to such modification, refinancing, refunding, extension, renewal or replacement; (19) deposits made or other security provided in the ordinary course of business to secure liability to insurance carriers; (20) Liens securing obligations in an aggregate principal amount outstanding which does not exceed the greater of (a) $285.0 million and (b) 2.0% of Total Assets (in each case, determined as of the date of such incurrence); (21) security given to a public utility or any municipality or governmental authority when required by such utility or authority in connection with the operations of that Person in the ordinary course of business; (22) Liens securing judgments for the payment of money not constituting an Event of Default under clause (5) under the caption “—Events of Default and Remedies”; (23) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business; (24) Liens (a) of a collection bank arising underSection 4-210 of the Uniform Commercial Code or any comparable or successor provision on items in the course of collection, (b) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business, and (c) in favor of banking institutions arising as a matter of law or under general terms and conditions encumbering deposits (including the right ofset-off) and which are within the general parameters customary in the banking industry; (25) Liens deemed to exist in connection with Investments in repurchase agreements permitted under “—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; (26) Liens encumbering reasonable customary deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (27) Liens that are contractual rights ofset-off or rights of pledge (a) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (b) relating to pooled deposit or sweep accounts of the IssuerParent or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the IssuerParent and its Restricted Subsidiaries or (c) relating to purchase orders and other agreements entered into with customers of the IssuerParent or any of its Restricted Subsidiaries in the ordinary course of business; (28) Liens securing obligations owed by the IssuerParent or any Restricted Subsidiary to any lender under the Senior Secured Credit Facilities or any Affiliate of such a lender in respect of any overdraft and related liabilities arising from treasury, depository and cash management services or any automated clearing house transfers of funds; (29) any encumbrance or restriction (including put and call arrangements) with respect to Capital Stock of any joint venture or similar arrangement pursuant to any joint venture or similar agreement; (30) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale or purchase of goods entered into by the IssuerParent or any Restricted Subsidiary in the ordinary course of business; (31) Liens solely on any cash earnest money deposits made by the IssuerParent or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted by the Indenture; (32) ground leases in respect of real property on which facilities owned or leased by the IssuerParent or any of its Subsidiaries are located; (33) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (34) Liens on Capital Stock of an Unrestricted Subsidiary that secure Indebtedness or other obligations of such Unrestricted Subsidiary; (35) Liens on the assets ofnon-guarantor Restricted Subsidiaries securing Indebtedness of such Subsidiaries that were permitted by the terms of the Indenture to be incurred; (36) Liens on cash advances in favor of the seller of any property to be acquired in an Investment permitted under the Indenture to be applied against the purchase price for such Investment; (37) any interest or title of a lessor,sub-lessor, licensor orsub-licensor or secured by a lessor’s,sub-lessor’s, licensor’s orsub-licensor’s interest under leases or licenses entered into by the IssuerParent or any of the Restricted Subsidiaries in the ordinary course of business; (38) (A) deposits of cash with the owner or lessor of premises leased and operated by the IssuerParent or any of its Subsidiaries in the ordinary course of business of the IssuerParent and such Subsidiary to secure the performance of the Issuer’sParent’s or such Subsidiary’s obligations under the terms of the lease for such premises and (B) Liens with respect to property or assets of the IssuerParent and its Restricted Subsidiaries (including accounts receivable or other revenue streams and other rights to payment and any other assets related thereto) in connection with a property manager’s obligations in respect of hotel collection accounts, operating accounts and reserve accounts; (39) [Reserved]; (40) Liens securing Indebtedness (including Liens securing any Obligations in respect thereof) permitted to be incurred pursuant to the covenant under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” (including, without limitation, Indebtedness incurred under one or more Credit Facilities) so long as after giving pro forma effect to such incurrence and such Liens the Consolidated Secured Debt Ratio of the IssuerParent and its Restricted Subsidiaries shall be equal to or less than 5.20 to 1.00 for the Issuer’sParent’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such Lien is incurred; (41) Liens securing obligations in respect of (x) Indebtedness and other Obligations permitted to be incurred under Credit Facilities, including any letter of credit facility relating thereto, that was permitted by the terms of the Indenture to be incurred pursuant to clause (1) of the second paragraph under “—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” and (y) obligations of the IssuerParent or any Subsidiary in respect of any Bank Products or Hedging Obligation provided by any lender party to any Credit Facility or any Affiliate of such lender (or any Person that was a lender or an Affiliate of a lender at the time the applicable agreements pursuant to which such Bank Products are provided were entered into); and (42) Liens on any funds or securities held in escrow accounts established for the purpose of holding proceeds from issuances of debt securities by the IssuerParent or any of its Restricted Subsidiaries issued after the Issue Date, together with any additional funds required in order to fund any mandatory redemption or sinking fund payment on such debt securities within 180 days of their issuance;providedthat such Liens do not extend to any assets other than such proceeds and such additional funds. For purposes of this definition, the term “Indebtedness” shall be deemed to include interest on such Indebtedness. “Person” means any individual, corporation, limited liability company, partnership (including a limited partnership), joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity. “PHRI” means Park Hotels & Resorts Inc., a Delaware corporation. “Preferred Stock” means any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution, or winding up. “Purchase Money Obligations” means any Indebtedness incurred to finance or refinance the purchase, acquisition, leasing, expansion, construction, installation, replacement, repair or improvement of property (real or personal) or assets, and whether acquired through the direct acquisition of such property or assets, or otherwise (including through the purchase of Capital Stock of any Person owning such property or assets). “Qualified Proceeds” means the fair market value of assets that are used or useful in, or Capital Stock of any Person engaged in, a Similar Business. “Qualified Securitization Facility” means any Securitization Facility (a) constituting a securitization financing facility that meets the following conditions: (i) the board of directors or management of the IssuerParent shall have determined in good faith that such Securitization Facility is in the aggregate economically fair and reasonable to the IssuerParent and (ii) all sales and/or contributions of Securitization Assets and related assets to the applicable Securitization Subsidiary are made at fair market value (as determined in good faith by the Issuer)Parent) or (b) constituting a receivables or payables financing or factoring facility. “Rating Agencies” means Moody’s and S&P or if Moody’s or S&P or both shall not make a rating on the Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the IssuerParent which shall be substituted for Moody’s or S&P or both, as the case may be. “Rating Categories” means: (1) with respect to S&P, any of the following categories: AAA, AA, A, BBB, BB, B, CCC, CC, C and D (or equivalent successor categories); and (2) with respect to Moody’s, any of the following categories: Aaa, Aa, A, Baa, Ba, B, Caa, Ca, C and D (or equivalent successor categories). “Ratings Improvement” means, with respect to a Change of Control, and the Notes of a series, the obtaining of a rating of the Notes, of such series, taking into account the applicable transaction, representing an increase in the rating of the Notes of such series by either Moody’s or S&P by one or more gradations (including gradations within Rating Categories as well as between Rating Categories, but not including ratings outlook changes) over such rating as of the Issue Date. In determining whether the rating of the Notes of a series has increased by one or more gradations, gradations within Ratings Categories, namely + or -– for S&P, and 1, 2, and 3 for Moody’s, will be taken into account; for example, in the case of S&P, a rating change either from BB to BB+ or from B+ toBB- will constitute an increase of one gradation. “Registration Rights Agreement” means a registration rights agreement with respect to the Notes dated as of the Issue Date, among the Issuers,Issuer, the Guarantors and the representatives of the Initial Purchasers, as such agreement may be amended, modified or supplemented from time to time and, with respect to any Additional Notes, one or more registration rights agreements among the IssuersIssuer and the other parties thereto, as such agreement(s) may be amended, modified or supplemented from time to time, relating to rights given by the Issuer to the purchasers of Additional Notes to register such Additional Notes under the Securities Act. “Related Business Assets” means assets (other than Cash Equivalents) used or useful in a Similar Business or any securities of a Person received by the IssuerParent or a Restricted Subsidiary in exchange for assets transferred by the Issuer Parent or a Restricted Subsidiary;providedthat any such securities shall not be deemed to be Related Business Assets, unless (i) upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary or (ii) such securities are received in respect of a transfer of the Specified Real Property Assets. “Restricted Investment” means an Investment other than a Permitted Investment. “Restricted Subsidiary” means, at any time, any direct or indirect Subsidiary of Parent (including the Issuer (including theCo-Issuer and any Foreign Subsidiary) that is not then an Unrestricted Subsidiary;provided, that upon an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of “Restricted Subsidiary.” “S&P” means S&P Global Ratings, a division of S&P Global Inc., and any successor to its rating agency business. “Sale and Lease-Back Transaction” means any arrangement providing for the leasing by the IssuerParent or any of its Restricted Subsidiaries of any real or tangible personal property, which property has been or is to be sold or transferred by the IssuerParent or such Restricted Subsidiary to a third Person in contemplation of such leasing. “SEC” means the U.S. Securities and Exchange Commission. “Secured Indebtedness” means any Indebtedness of the IssuerParent or any of its Restricted Subsidiaries secured by a Lien. “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder. “Securitization Assets” means the loans, accounts receivable, financing receivables, other receivables, royalty or other revenue streams and other rights to payment and any assets related thereto subject to a Qualified Securitization Facility and the proceeds thereof. “Securitization Facility” means any of one or more receivables or securitization financing facilities as amended, supplemented, modified, extended, renewed, restated or refunded from time to time, the Obligations of which arenon-recourse (except for customary representations, warranties, covenants and indemnities made in connection with such facilities) to the IssuerParent or any of its Restricted Subsidiaries (other than a Securitization Subsidiary) pursuant to which the IssuerParent or any of its Restricted Subsidiaries sells or grants a security interest in Securitization Assets to, or for the benefit of, either (a) a Person that is not a Restricted Subsidiary or (b) a Securitization Subsidiary that in turn sells or grants a security interest in Securitization Assets to, or for the benefit of, a Person that is not a Restricted Subsidiary. “Securitization Fees” means distributions or payments made directly or by means of discounts with respect to any participation interest issued or sold in connection with, and other fees paid to a Person that is not a Securitization Subsidiary in connection with, any Qualified Securitization Facility. “Securitization Subsidiary” means any Subsidiary formed for the purpose of, and that solely engages only in one or more Qualified Securitization Facilities and other activities reasonably related thereto. “Senior Indebtedness” means: (1) all Indebtedness of Parent, the Issuer the Co-Issuer or any Guarantor outstanding under the Senior Secured Credit Facilities, the Existing Senior Notes and the related Guarantees and the Notes and related Guarantees (including interest accruing on or after the filing of any petition in bankruptcy or similar proceeding or for reorganization of Parent, the Issuer the Co-Issuer or any Guarantor (at the rate provided for in the documentation with respect thereto, regardless of whether or not a claim for post-filing interest is allowed in such proceedings)), and any and all other fees, expense reimbursement obligations, indemnification amounts, penalties, and other amounts (whether existing on the Issue Date or thereafter created or incurred) and all obligations of Parent, the Issuer the Co-Issuer or any Guarantor to reimburse any bank or other Person in respect of amounts paid under letters of credit, acceptances or other similar instruments; (2) all (x) Hedging Obligations (and guarantees thereof) and (y) obligations in respect of Bank Products (and guarantees thereof) owing to a lender under the Senior Secured Credit Facilities or any Affiliate of such lender (or any Person that was a lender or an Affiliate of such lender at the time the applicable agreement giving rise to such Hedging Obligation was entered into);provided, that such Hedging Obligations and obligations in respect of Bank Products, as the case may be, are permitted to be incurred under the terms of the Indenture; (3) any other Indebtedness of Parent, the Issuer the Co-Issuer or any Guarantor permitted to be incurred under the terms of the Indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is subordinated in right of payment to the Notes or any related Guarantee; and (4) all Obligations with respect to the items listed in the preceding clauses (1), (2) and (3);providedthat Senior Indebtedness shall not include: (a) any obligation of such Person to Parent, the Issuer the Co-Issuer or any of the Issuer’sParent’s Subsidiaries; (b) any liability for federal, state, local or other taxes owed or owing by such Person; (c) any accounts payable or other liability to trade creditors arising in the ordinary course of business; (d) any Indebtedness or other Obligation of such Person which is subordinate or junior in any respect to any other Indebtedness or other Obligation of such Person; or (e) that portion of any Indebtedness which at the time of incurrence is incurred in violation of the Indenture. “Senior Secured Credit Facilities” means the revolving credit facility and other credit facilities under the Credit Agreement, including any guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements, refundings, refinancings or replacements thereof and any one or more indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or investors that replace, refund, supplement or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof (providedthat such increase in borrowings is permitted under the caption “—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” above) or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, trustee, lender or group of lenders or holders. “Significant Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule1-02 of RegulationS-X promulgated pursuant to the Securities Act, as such regulation is in effect on the Issue Date. “Similar Business” means (1) any business conducted or proposed to be conducted by the IssuerParent or any of its Restricted Subsidiaries on the Issue Date, and any reasonable extension thereof, or (2) any business or other activities that are reasonably similar, ancillary, incidental, complementary or related to, or a reasonable extension, development or expansion of, the businesses in which the IssuerParent and its Restricted Subsidiaries are engaged or propose to be engaged on the Issue Date. “Specified Real Property Assets” means any real property or assets of the IssuerParent or its Restricted Subsidiaries with an aggregate book value not to exceed 7.5% of Total Assets of the IssuerParent and its Restricted Subsidiaries. “Spin-Off Date” means January 3, 2017. “Spin-Off Transaction” means, collectively, the transactions which resulted in (a) PHRI holding directly or indirectly all or substantially of the Ownership Business and (b) HGVI holding directly or indirectly all or substantially all of the Timeshare Business, and which was completed on January 3, 2017 by the distribution by HLT Parent to its stockholders of shares of each of PHRI and HGVI on a pro rata basis, and all related transactions. “Subordinated Indebtedness” means, with respect to the Notes, (1) any Indebtedness of the Issuer or the Co-Issuer which is by its terms subordinated in right of payment to the Notes, and (2) any Indebtedness of any Guarantor which is by its terms subordinated in right of payment to the Guarantee of such entity of the Notes. “Subsidiary” means, with respect to any Person: (1) any corporation, association, or other business entity (other than a partnership, joint venture, limited liability company or similar entity) of which more than 50.0% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof; and (2) any partnership, joint venture, limited liability company or similar entity of which: (a) more than 50.0% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership or otherwise; and (b) such Person or any Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity. For the avoidance of doubt, any entity that is owned at a 50.0% or less level (as described above) shall not be a “Subsidiary” for any purpose under the Indenture, regardless of whether such entity is consolidated on the Issuer’sParent’s or any Restricted Subsidiary’s financial statements. “Subsidiary Guarantor” means each Guarantor other than HLT Parent, HWP and HWP.Parent. “Support and Services Agreement” means the management services or similar agreements between certain of the management companies associated with one or more of the Investors or their advisors, if applicable, and the IssuerParent (and/or its direct or indirect parent companies), as in effect from time to time;provided that any management, monitoring, consulting and advisory fees payable in advance by the IssuerParent (and/or its direct or indirect parent companies) and its Restricted Subsidiaries shall not exceed an amount equal to 2.0% of EBITDA for such fiscal year. “Tax Matters Agreement” means the Tax Matters Agreement dated January 2, 2017 by and among HLT Parent, the Issuer,Parent, PHRI and HGVI, as amended, supplemented, waived or otherwise modified from time to time in a manner not materially adverse to the holders of the Notes when taken as a whole, as compared to the Tax Matters Agreement as in effect immediately prior to such amendment, supplement, waiver or modification. “Tax Stockholders Agreement” means the Tax Stockholders Agreement, dated January 2, 2017, by and among HLT Parent, HGVI, the Blackstone Holders (as defined therein) and the other parties thereto, as amended, supplemented, waived or otherwise modified from time to time in a manner not materially adverse to the holders of the Notes when taken as a whole, as compared to the Stockholders Agreement as in effect immediately prior to such amendment, supplement, waiver or modification. “Timeshare Business” has the meaning assigned to such term in the Distribution Agreement. “Total Assets” means the total assets of the IssuerParent and its Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP, as shown on the most recent balance sheet of the IssuerParent or such other Person. “Transaction Agreements” means, collectively, the Distribution Agreement, the Employee Matters Agreement, the License Agreement, the Management and Franchise Agreements, the Tax Stockholders Agreement, the Tax Matters Agreement, the Transition Services Agreement, the HNA Stockholders Agreement, the Blackstone Stockholders Agreement, the HNA Registration Rights Agreement, the Blackstone Registration Rights Agreement, the Master Amendment and Option Agreement and each other instrument or agreement entered into in connection with theSpin-Off Transaction. “Transition Services Agreement” means the Master Transition Services Agreement, dated January 2, 2017, by and among HLT Parent, PHRI and HGVI, as amended, supplemented, waived or otherwise modified from time to time in a manner not materially adverse to the holders of the Notes when taken as a whole, as compared to the Transition Services Agreement as in effect immediately prior to such amendment, supplement, waiver or modification. “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb). “Uniform Commercial Code” means the Uniform Commercial Code or any successor provision thereof as the same may from time to time be in effect in the State of New York. “Unrestricted Subsidiary” means: (1) any Subsidiary of the IssuerParent (other than the Co-Issuer)Issuer) which at the time of determination is an Unrestricted Subsidiary (as designated by the Issuer,Parent, as provided below); and (2) any Subsidiary of an Unrestricted Subsidiary. The IssuerParent may designate any Subsidiary of the IssuerParent (other than the Co-Issuer,Issuer, but including any other existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the IssuerParent or any Subsidiary of the IssuerParent (other than solely any Subsidiary of the Subsidiary to be so designated);provided, that:
(1) any Unrestricted Subsidiary must be an entity of which the Equity Interests entitled to cast at least a majority of the votes that may be cast by all Equity Interests having ordinary voting power for the election of directors or Persons performing a similar function are owned, directly or indirectly, by the Issuer;Parent; (2) such designation complies with the covenants described under “—Certain Covenants—Limitation on Restricted Payments”; and (3) each of (a) the Subsidiary to be so designated and (b) its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the IssuerParent or any Restricted Subsidiary, in each case, except any Permitted Intercompany Activities. The IssuerParent may designate any Unrestricted Subsidiary to be a Restricted Subsidiary;provided, that, immediately after giving effect to such designation, no Default shall have occurred and be continuing and either:
(1) the IssuerParent could incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Test; or (2) the Fixed Charge Coverage Ratio for the IssuerParent and its Restricted Subsidiaries would be equal to or greater than such ratio for the IssuerParent and its Restricted Subsidiaries immediately prior to such designation, in each case on apro formabasis taking into account such designation. Any such designation by the IssuerParent shall be notified by the IssuerParent to the Trustee by promptly filing with the Trustee a copy of the resolution of the board of directors of the IssuerParent or any committee thereof giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provisions. “U.S. Dollar Equivalent” means with respect to any monetary amount in a currency other than U.S. dollars, at any time for determination thereof, the amount of U.S. dollars obtained by converting such foreign currency involved in such computation into U.S. dollars at the spot rate for the purchase of U.S. dollars with the applicable foreign currency as published in The Wall Street Journal in the “Exchange Rates” column under the heading “Currency Trading” on the date two business days prior to such determination. “U.S. Government Securities” means securities that are: (1) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged; or (2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such U.S. Government Securities or a specific payment of principal of or interest on any such U.S. Government Securities held by such custodian for the account of the holder of such depository receipt;provided, that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Securities or the specific payment of principal of or interest on the U.S. Government Securities evidenced by such depository receipt. “Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the board of directors of such Person. “Weighted Average Life to Maturity” means, when applied to any Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing: (1) the sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or Preferred Stock multiplied by the amount of such payment; by (2) the sum of all such payments; provided, that for purposes of determining the Weighted Average Life to Maturity of any Indebtedness that is being extended, replaced, refunded, refinanced, renewed or defeased (the “Applicable Indebtedness”), the effects of any amortization or prepayments made on such Applicable Indebtedness prior to the date of the applicable extension, replacement, refunding, refinancing, renewal or defeasance shall be disregarded. “Wholly Owned Subsidiary” of any Person means a Subsidiary of such Person, 100% of the outstanding Equity Interests of which (other than directors’ qualifying shares and shares issued to foreign nationals as required by applicable law) shall at the time be owned by such Person and/or by one or more Wholly Owned Subsidiaries of such Person. THE EXCHANGE OFFERSOFFER Purpose and Effect of the Exchange OffersOffer The IssuersIssuer and the guarantors of the outstanding notes and the initial purchasers entered into a registration rights agreementsagreement pursuant to which each of the IssuersIssuer and the guarantors of the outstanding notes have agreed that it will, at its expense, for the benefit of the holders of outstanding notes, (i) file one or more registration statements on an appropriate registration form with respect to a registered offer to exchange the outstanding notes for new notes, guaranteed by the guarantors on a full and unconditional, joint and several senior unsecured basis, with terms substantially identical in all material respects to the outstanding notes and (ii) use its commercially reasonable efforts to cause the registration statement to be declared effective under the Securities Act. As of the date of this prospectus, $1,000,000,000$1,500,000,000 aggregate principal amount of the 4.250%5.125% Senior Notes due 2024, $900,000,000 aggregate principal amount of the 4.625% Senior Notes due 2025 and $600,000,000 aggregate principal amount of the 4.875% Senior Notes due 2027,2026 are outstanding, and the outstanding old 2024 notes were issued on August 18, 2016, and the outstanding old 2025 notes and old 2027 notes were issued on March 16, 2017.April 13, 2018. Under the circumstances set forth below, the IssuersIssuer and the guarantors will use their commercially reasonable best efforts to cause the SEC to declare effective a shelf registration statement with respect to the resale of the outstanding notes within the time periods specified in the registration rights agreement and keep such registration statement effective for up to one year after the effective date of the shelf registration statement. These circumstances include: if any change in law or in currently prevailing interpretations of the Staff of the SEC do not permit us to effect an exchange offer; if an exchange offer is not consummated within the registration period contemplated by the registration rights agreement; if, in certain circumstances, certain holders of unregistered exchange notes so request; or if in the case of any holder that participates in an exchange offer, such holder does not receive exchange notes on the date of the exchange that may be sold without restriction under state and federal securities laws (other than due solely to the status of such holder as an affiliate of ours within the meaning of the Securities Act). Under the registration rights agreements,agreement, if (A) we have neither (i) exchanged exchange notes for all notes validly tendered in accordance with the terms of an exchange offer nor (ii) had a shelf registration statement declared effective under the Securities Act, in either case on or prior to the 450th450th day after August 18, 2016, in the case of the outstanding 2024 notes, and March 16, 2017, in the case of the outstanding HWF notes,April 13, 2018, or (B) if applicable, a shelf registration statement has been declared effective and such shelf registration statement ceases to be effective at any time during the effectiveness period (subject to certain exceptions) (each such event referred to in clauses (A) and (B), a “Registration Default”), then additional interest (“Additional Interest”) shall accrue on the principal amount of the notes then outstanding at a rate of 0.25% per annum during the90-day period immediately following the occurrence of any Registration Default (which rate will be increased by an additional 0.25% per annum for each subsequent90-day period that such Additional Interest continues to accrue;provided that the rate at which such Additional Interest accrues may in no event exceed 1.00% per annum) (any such Additional Interest to be calculated by us) commencing on (x) the 451st451st day after August 18, 2016, in the case of the outstanding old 2024 notes, and March 16, 2017, in the case of the outstanding HWF notesApril 13, 2018 (in the case of clause (A) above), or (y) the day such shelf registration statement ceases to be effective (in the case of clause (B) above);provided,however, that upon the exchange of exchange notes for all notes tendered (in the case of clause (A) above), or upon the effectiveness of a shelf registration statement that had ceased to remain effective (in the case of clause (B) above) or if the notes otherwise no longer constitute transfer restricted securities (as such term is defined in the registration rights agreement), Additional Interest on such notes as a result of such clause (or the relevantsub-clause thereof), as the case may be, shall cease to accrue. If you wish to exchange your outstanding notes for exchange notes in the exchange offers,offer, you will be required to make the following written representations: you are not an affiliate of the IssuersIssuer or any guarantor within the meaning of Rule 405 of the Securities Act; you have no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of the exchange notes in violation of the Securities Act; you are not engaged in, and do not intend to engage in, a distribution of the exchange notes; and you are acquiring the exchange notes in the ordinary course of your business. Each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes, where the broker-dealer acquired the outstanding notes as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. Please see “Plan of Distribution.” Resale of Exchange Notes Based on interpretations by the SEC set forth inno-action letters issued to third parties, we believe that you may resell or otherwise transfer exchange notes issued in the exchange offersoffer without complying with the registration and prospectus delivery provisions of the Securities Act, if: you are not an affiliate of the IssuersIssuer or any guarantor within the meaning of Rule 405 under the Securities Act; you do not have an arrangement or understanding with any person to participate in a distribution of the exchange notes; you are not engaged in, and do not intend to engage in, a distribution of the exchange notes; and you are acquiring the exchange notes in the ordinary course of your business. If you are an affiliate of the IssuersIssuer or any guarantor, or are engaging in, or intend to engage in, or have any arrangement or understanding with any person to participate in, a distribution of the exchange notes, or are not acquiring the exchange notes in the ordinary course of your business: | | • | | you cannot rely on the position of the SEC set forth inMorgan Stanley & Co. Inc. (available June 5, 1991)and Exxon Capital Holdings Corp. (available May 13, 1988), as interpreted in the SEC’s letter toShearman & Sterling (available July 2, 1993), or similarno-action letters; and |
in the absence of an exception from the position stated immediately above, you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes. This prospectus may be used for an offer to resell, resale or other transfer of exchange notes only as specifically set forth in this prospectus. With regard to broker-dealers, only broker-dealers that acquired the outstanding notes as a result of market-making activities or other trading activities may participate in the exchange offers.offer. Each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes, where such outstanding notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. Please read “Plan of Distribution” for more details regarding the transfer of exchange notes. Terms of the Exchange OffersOffer On the terms and subject to the conditions set forth in this prospectus and in the accompanying letters of transmittal, the IssuersIssuer will accept for exchange in the exchange offersoffer any outstanding notes that are validly tendered and not validly withdrawn prior to the expiration date. Outstanding notes may only be tendered in a principal amount of $2,000 and in integral multiples of $1,000 in excess thereof. The IssuersIssuer will issue $1,000 principal amount of exchange notes in exchange for each $1,000 principal amount of outstanding notes surrendered in the exchange offers.offer. The form and terms of the exchange notes will be identical in all material respects to the form and terms of the outstanding notes except the exchange notes will be registered under the Securities Act, will not bear legends restricting their transfer and will not provide for any additional interest upon failure by the IssuersIssuer and the guarantors to fulfill their obligations under the registration rights agreement to complete the exchange offers,offer, or file, and cause to be effective, a shelf registration statement, if required thereby, within the specified time period. The exchange notes will evidence the same debt as the outstanding notes. The exchange notes will be issued under and entitled to the benefits of the same indenture that governs the terms of the outstanding notes. For a description of the indenture, see “Description of the 2024 Exchange Notes” and “Description of the 2025 and 2027 Exchange Notes.” The exchange offersoffer are not conditioned upon any minimum aggregate principal amount of outstanding notes being tendered for exchange. This prospectus and the letter of transmittal are being sent to all registered holders of outstanding notes. There will be no fixed record date for determining registered holders of outstanding notes entitled to participate in the exchange offers.offer. The IssuersIssuer and the guarantors intend to conduct the exchange offersoffer in accordance with the provisions of the registration rights agreement, the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations of the SEC. Outstanding notes that are not tendered for exchange in the exchange offersoffer will remain outstanding and continue to accrue interest and will be entitled to the rights and benefits such holders have under the indenture and the registration rights agreement except the IssuersIssuer and the guarantors will not have any further obligation to you to provide for the registration of the outstanding notes under the registration rights agreement. The IssuersIssuer will be deemed to have accepted for exchange properly tendered outstanding notes when the Issuers haveIssuer has given written notice of the acceptance to the exchange agent. The exchange agent will act as agent for the tendering holders for the purposes of receiving the exchange notes from the IssuersIssuer and delivering exchange notes to holders. Subject to the terms of the registration rights agreement, the IssuersIssuer expressly reserve the right to amend or terminate the exchange offersoffer and to refuse to accept the occurrence of any of the conditions specified below under “—Conditions to the Exchange Offers.Offer.” If you tender your outstanding notes in the exchange offers,offer, you will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of outstanding notes. We will pay all charges and expenses, other than certain applicable taxes described below in connection with the exchange offers.offer. It is important that you read “—Fees and Expenses” below for more details regarding fees and expenses incurred in the exchange offers.offer. Expiration Date; Extensions, Amendments As used in this prospectus, the term “expiration date” means 5:00 p.m., New York City time, on , 2017,2019, which is the 21st21st business day after the date of this prospectus. However, if the Issuers,Issuer, in theirits sole discretion, extend the period of time for which the exchange offersoffer are open, the term “expiration date” will mean the latest time and date to which the IssuersIssuer shall have extended the expiration of the exchange offers.offer. To extend the period of time during which the exchange offersoffer are open, the IssuersIssuer will notify the exchange agent of any extension by written notice, followed by notification by press release or other public announcement to the registered holders of the outstanding notes no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. The Issuers are generally required to extend the offering period for any material change, including the waiver of a material condition, so that at least five business days remain in the exchange offers after the change.
The Issuers reserve the right, in their sole discretion:
to delay accepting for exchange any outstanding notes (if the Issuers amend or extend the exchange offers);
to extend the exchange offers or to terminate the exchange offers if any of the conditions set forth below under “—Conditions to the Exchange Offers” have not been satisfied, by giving written notice of such delay, extension or termination to the exchange agent; and
subject to the terms of the registration rights agreement, to amend the terms of the exchange offers in any manner.
Any delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by notice to the registered holders of the outstanding notes. If the Issuers amend the exchange offers in a manner that it determines to constitute a material change, the Issuers will promptly disclose the amendment in a manner reasonably calculated to inform the holders of applicable outstanding notes of that amendment.
Conditions to the Exchange Offers
Despite any other term of the exchange offers, the Issuers will not be required to accept for exchange, or to issue exchange notes in exchange for, any outstanding notes and the Issuers may terminate or amend the exchange offers as provided in this prospectus prior to the expiration date if in their reasonable judgment:
the exchange offers or the making of any exchange by a holder violates any applicable law or interpretation of the SEC; or
any action or proceeding has been instituted or threatened in any court or by or before any governmental agency with respect to the exchange offers that, in their judgment, would reasonably be expected to impair their ability to proceed with the exchange offers.
In addition, the Issuers will not be obligated to accept for exchange the outstanding notes of any holder that has not made to the Issuers:
the representations described under “—Purpose and Effect of the Exchange Offers,” “—Procedures for Tendering Outstanding Notes” and “Plan of Distribution;” or
any other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to make available to the Issuers an appropriate form for registration of the exchange notes under the Securities Act.
The Issuers expressly reserve the right at any time or at various times to extend the period of time during which the exchange offers are open. Consequently, the Issuers may delay acceptance of any outstanding notes by giving written notice of such extension to their holders. The Issuers will return any outstanding notes that the Issuers do not accept for exchange for any reason without expense to their tendering holder promptly after the expiration or termination of the exchange offers.
The Issuers expressly reserve the right to amend or terminate the exchange offers and to reject for exchange any outstanding notes not previously accepted for exchange, upon the occurrence of any of the conditions of the exchange offers specified above. In addition, the Issuers areIssuer is generally required to extend the offering period for any material change, including the waiver of a material condition, so that at least five business days remain in the exchange offersoffer after the change.
The Issuer reserves the right, in its sole discretion: to delay accepting for exchange any outstanding notes (if the Issuer amends or extends the exchange offer); to extend the exchange offer or to terminate the exchange offer if any of the conditions set forth below under “—Conditions to the Exchange Offer” have not been satisfied, by giving written notice of such delay, extension or termination to the exchange agent; and subject to the terms of the registration rights agreement, to amend the terms of the exchange offer in any manner. Any delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by notice to the registered holders of the outstanding notes. If the Issuer amends the exchange offer in a manner that it determines to constitute a material change, the Issuer will promptly disclose the amendment in a manner reasonably calculated to inform the holders of the outstanding notes of that amendment. Conditions to the Exchange Offer Despite any other term of the exchange offer, the Issuer will not be required to accept for exchange, or to issue exchange notes in exchange for, any outstanding notes and the Issuer may terminate or amend the exchange offer as provided in this prospectus prior to the expiration date if in their reasonable judgment: the exchange offer or the making of any exchange by a holder violates any applicable law or interpretation of the SEC; or any action or proceeding has been instituted or threatened in any court or by or before any governmental agency with respect to the exchange offer that, in their judgment, would reasonably be expected to impair their ability to proceed with the exchange offer. In addition, the Issuer will not be obligated to accept for exchange the outstanding notes of any holder that has not made to the Issuer: the representations described under “—Purpose and Effect of the Exchange Offer,” “—Procedures for Tendering Outstanding Notes” and “Plan of Distribution;” or any other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to make available to the Issuer an appropriate form for registration of the exchange notes under the Securities Act. The Issuer expressly reserves the right at any time or at various times to extend the period of time during which the exchange offer are open. Consequently, the Issuer may delay acceptance of any outstanding notes by giving written notice of such extension to their holders. The Issuer will return any outstanding notes that the Issuer does not accept for exchange for any reason without expense to their tendering holder promptly after the expiration or termination of the exchange offer. The Issuer expressly reserves the right to amend or terminate the exchange offer and to reject for exchange any outstanding notes not previously accepted for exchange, upon the occurrence of any of the conditions of the exchange offer specified above. In addition, the Issuer is generally required to extend the offering period for any material change, including the waiver of a material condition, so that at least five business days remain in the exchange offer after the change. The IssuersIssuer will give written notice of any extension, amendment,non-acceptance or termination to the holders of the outstanding notes as promptly as practicable. In the case of any extension, such notice will be issued no later than 9:00 a.m. New York City time, on the next business day after the previously scheduled expiration date. These conditions are for sole benefit of the IssuersIssuer and the IssuersIssuer may assert them regardless of the circumstances that may give rise to them or waive them in whole or in part at any or at various times prior to the expiration date in their sole discretion. If the Issuers failIssuer fails at any time to exercise any of the foregoing rights, this failure will not constitute a waiver of such right. Each such right will be deemed an ongoing right that the IssuersIssuer may assert at any time or at various times prior to the expiration date. In addition, the IssuersIssuer will not accept for exchange any outstanding notes tendered, and will not issue exchange notes in exchange for any such outstanding notes, if at such time any stop order is threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the indenture under the Trust Indenture Act of 1939 (the “TIA”). Procedures for Tendering Outstanding Notes To tender your outstanding notes in the exchange offers,offer, you must comply with either of the following: complete, sign and date the letter of transmittal, or a facsimile of the letter of transmittal, have the signature(s) on the letter of transmittal guaranteed if required by the letter of transmittal and mail or deliver such letter of transmittal or facsimile thereof to the exchange agent at the address set forth below under “—Exchange Agent” prior to the expiration date; or comply with DTC’s Automated Tender Offer Program procedures described below. In addition, either: the exchange agent must receive certificates for outstanding notes along with the letter of transmittal prior to the expiration date; the exchange agent must receive a timely confirmation of book-entry transfer of outstanding notes into the exchange agent’s account at DTC according to the procedures for book-entry transfer described below or a properly transmitted agent’s message prior to the expiration date; or you must comply with the guaranteed delivery procedures described below. Your tender, if not withdrawn prior to the expiration date, constitutes an agreement between the IssuersIssuer and you upon the terms and subject to the conditions described in this prospectus and in the letter of transmittal. The method of delivery of outstanding notes, letters of transmittal, and all other required documents to the exchange agent is at your election and risk. We recommend that instead of delivery by mail, you use an overnight or hand delivery service, properly insured. In all cases, you should allow sufficient time to assure timely delivery to the exchange agent before the expiration date. You should not send letters of transmittal or certificates representing outstanding notes to us. You may request that your broker, dealer, commercial bank, trust company or nominee effect the above transactions for you. If you are a beneficial owner whose outstanding notes are registered in the name of a broker, dealer, commercial bank, trust company, or other nominee and you wish to tender your notes, you should promptly contact the registered holder and instruct the registered holder to tender on your behalf. If you wish to tender the outstanding notes yourself, you must, prior to completing and executing the letter of transmittal and delivering your outstanding notes, either: make appropriate arrangements to register ownership of the outstanding notes in your name; or obtain a properly completed bond power from the registered holder of outstanding notes. The transfer of registered ownership may take considerable time and may not be able to be completed prior to the expiration date. Signatures on the letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed by a member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority, Inc., a commercial bank or trust company having an office or correspondent in the United States or another “eligible guarantor institution” within the meaning of Rule17A(d)-15 under the Exchange Act unless the outstanding notes surrendered for exchange are tendered: by a registered holder of the outstanding notes who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” in the letter of transmittal; or for the account of an eligible guarantor institution. If the letter of transmittal is signed by a person other than the registered holder of any outstanding notes listed on the outstanding notes, such outstanding notes must be endorsed or accompanied by a properly completed bond power. The bond power must be signed by the registered holder as the registered holder’s name appears on the outstanding notes and an eligible guarantor institution must guarantee the signature on the bond power. If the letter of transmittal or any certificates representing outstanding notes, or bond powers are signed by trustees, executors, administrators, guardians,attorneys-in-fact, officers of corporations, or others acting in a fiduciary or representative capacity, those persons should also indicate when signing and, unless waived by the Issuers,Issuer, they should also submit evidence satisfactory to the IssuersIssuer of their authority to so act. The exchange agent and DTC have confirmed that any financial institution that is a participant in DTC’s system may use DTC’s Automated Tender Offer Program to tender. Participants in the program may, instead of physically completing and signing the letter of transmittal and delivering it to the exchange agent, electronically transmit their acceptance of the exchange by causing DTC to transfer the outstanding notes to the exchange agent in accordance with DTC’s Automated Tender Offer Program procedures for transfer. DTC will then send an agent’s message to the exchange agent. The term “agent’s message” means a message transmitted by DTC, received by the exchange agent and forming part of the book-entry confirmation, which states that: DTC has received an express acknowledgment from a participant in its Automated Tender Offer Program that is tendering outstanding notes that are the subject of the book-entry confirmation; the participant has received and agrees to be bound by the terms of the letter of transmittal, or in the case of an agent’s message relating to guaranteed delivery, that such participant has received and agrees to be bound by the notice of guaranteed delivery; and the IssuersIssuer may enforce that agreement against such participant. Acceptance of Exchange Notes In all cases, the IssuersIssuer will promptly issue exchange notes for outstanding notes that they have accepted for exchange under the exchange offersoffer only after the exchange agent timely receives: outstanding notes or a timely book-entry confirmation of such outstanding notes into the exchange agent’s account at the book-entry transfer facility; and a properly completed and duly executed letter of transmittal and all other required documents or a properly transmitted agent’s message. By tendering outstanding notes pursuant to the exchange offers,offer, you will represent to the IssuersIssuer that, among other things: you are not an affiliate of the IssuersIssuer or the guarantors within the meaning of Rule 405 under the Securities Act; you do not have an arrangement or understanding with any person or entity to participate in a distribution of the exchange notes; and you are acquiring the exchange notes in the ordinary course of your business. In addition, each broker-dealer that is to receive exchange notes for its own account in exchange for outstanding notes must represent that such outstanding notes were acquired by that broker-dealer as a result of market-making activities or other trading activities and must acknowledge that it will deliver a prospectus that meets the requirements of the Securities Act in connection with any resale of the exchange notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. See “Plan of Distribution.” The IssuersIssuer will interpret the terms and conditions of the exchange offers,offer, including the letters of transmittal and the instructions to the letters of transmittal, and will resolve all questions as to the validity, form, eligibility, including time of receipt, and acceptance of outstanding notes tendered for exchange. Determinations of the IssuersIssuer in this regard will be final and binding on all parties. The Issuers reserveIssuer reserves the absolute right to reject any and all tenders of any particular outstanding notes not properly tendered or to not accept any particular outstanding notes if the acceptance might, in their or their counsel’s judgment, be unlawful. The IssuersIssuer also reservereserves the absolute right to waive any defects or irregularities as to any particular outstanding notes prior to the expiration date. Unless waived, any defects or irregularities in connection with tenders of outstanding notes for exchange must be cured within such reasonable period of time as the Issuers determine.Issuer determines. Neither the Issuers,Issuer, the exchange agent, nor any other person will be under any duty to give notification of any defect or irregularity with respect to any tender of outstanding notes for exchange, nor will any of them incur any liability for any failure to give notification. Any outstanding notes received by the exchange agent that are not properly tendered and as to which the irregularities have not been cured or waived will be returned by the exchange agent to the tendering holder, unless otherwise provided in the letter of transmittal, promptly after the expiration date. Book-Entry Delivery Procedures Promptly after the date of this prospectus, the exchange agent will establish an account with respect to the outstanding notes at DTC, as book-entry transfer facilities, for purposes of the exchange offers.offer. Any financial institution that is a participant in the book-entry transfer facility’s system may make book-entry delivery of the outstanding notes by causing the book-entry transfer facility to transfer those outstanding notes into the exchange agent’s account at the facility in accordance with the facility’s procedures for such transfer. To be timely, book-entry delivery of outstanding notes requires receipt of a confirmation of a book-entry transfer, a “book-entry confirmation,” prior to the expiration date. In addition, although delivery of outstanding notes may be effected through book-entry transfer into the exchange agent’s account at the book-entry transfer facility, the letter of transmittal or a manually signed facsimile thereof, together with any required signature guarantees and any other required documents, or an agent’s message, in connection with a book-entry transfer, must, in any case, be delivered or transmitted to and received by the exchange agent at its address set forth on the cover page of the letter of transmittal prior to the expiration date to receive exchange notes for tendered outstanding notes, or the guaranteed delivery procedure described below must be complied with. Tender will not be deemed made until such documents are received by the exchange agent. Delivery of documents to the book-entry transfer facility does not constitute delivery to the exchange agent. Holders of outstanding notes who are unable to deliver confirmation of the book-entry tender of their outstanding notes into the exchange agent’s account at the book-entry transfer facility or all other documents required by the letter of transmittal to the exchange agent on or prior to the expiration date must tender their outstanding notes according to the guaranteed delivery procedures described below. Guaranteed Delivery Procedures If you wish to tender your outstanding notes but your outstanding notes are not immediately available or you cannot deliver your outstanding notes, the letter of transmittal or any other required documents to the exchange agent or comply with the applicable procedures under DTC’s Automatic Tender Offer Program, prior to the expiration date, you may still tender if: the tender is made through an eligible guarantor institution; prior to the expiration date, the exchange agent receives from such eligible guarantor institution either a properly completed and duly executed notice of guaranteed delivery, by facsimile transmission, mail, or hand delivery or a properly transmitted agent’s message and notice of guaranteed delivery, that (1) sets forth your name and address, the certificate number(s) of such outstanding notes and the principal amount of outstanding notes tendered; (2) states that the tender is being made thereby; and (3) guarantees that, within three NYSE trading days after the expiration date, the letter of transmittal, or facsimile thereof, together with the outstanding notes or a book-entry confirmation, and any other documents required by the letter of transmittal, will be deposited by the eligible guarantor institution with the exchange agent; and the exchange agent receives the properly completed and executed letter of transmittal or facsimile thereof, as well as certificate(s) representing all tendered outstanding notes in proper form for transfer or a book-entry confirmation of transfer of the outstanding notes into the exchange agent’s account at DTC, and all other documents required by the letter of transmittal within three NYSE trading days after the expiration date. Upon request, the exchange agent will send to you a notice of guaranteed delivery if you wish to tender your outstanding notes according to the guaranteed delivery procedures. Withdrawal Rights Except as otherwise provided in this prospectus, you may withdraw your tender of outstanding notes at any time prior to 5:00 p.m., New York City time, on the expiration date. For a withdrawal to be effective: the exchange agent must receive a written notice, which may be by telegram, telex, facsimile or letter, of withdrawal at its address set forth below under “—Exchange Agent;” or you must comply with the appropriate procedures of DTC’s Automated Tender Offer Program system. Any notice of withdrawal must: specify the name of the person who tendered the outstanding notes to be withdrawn; identify the outstanding notes to be withdrawn, including the certificate numbers and principal amount of the outstanding notes; and where certificates for outstanding notes have been transmitted, specify the name in which such outstanding notes were registered, if different from that of the withdrawing holder. If certificates for outstanding notes have been delivered or otherwise identified to the exchange agent, then, prior to the release of such certificates, you must also submit: the serial numbers of the particular certificates to be withdrawn; and a signed notice of withdrawal with signatures guaranteed by an eligible institution unless you are an eligible guarantor institution. If outstanding notes have been tendered pursuant to the procedures for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn outstanding notes and otherwise comply with the procedures of the facility. The Issuers Issuer will determine all questions as to the validity, form, and eligibility, including time of receipt of notices of withdrawal and their determination will be final and binding on all parties. Any outstanding notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offers.offer. Any outstanding notes that have been tendered for exchange but that are not exchanged for any reason will be returned to their holder, without cost to the holder, or, in the case of book-entry transfer, the outstanding notes will be credited to an account at the book-entry transfer facility, promptly after withdrawal, rejection of tender or termination of the exchange offers.offer. Properly withdrawn outstanding notes may be retendered by following the procedures described under “—Procedures for Tendering Outstanding Notes” above at any time on or prior to the expiration date. Exchange Agent Wilmington Trust, National Association has been appointed as the exchange agent for the exchange offers.offer. Wilmington Trust, National Association also acts as trustee under the indenture governing the notes. You should direct all executed letters of transmittal and all questions and requests for assistance, requests for additional copies of this prospectus or of the letters of transmittal, and requests for notices of guaranteed delivery to the exchange agent addressed as follows: | | | | | | By Mail or Overnight Courier: | | By Facsimile: | | By Hand Delivery: | Wilmington Trust, National Association | | (302) 636-4145 | | Wilmington Trust, National Association | c/o Wilmington Trust Company | | Attn: Workflow Management | | c/o Wilmington Trust Company | Corporate Capital Markets | | | | Corporate Capital Markets | Rodney Square North | | | | Rodney Square North | 1100 North Market Street Wilmington, Delaware 19890-1626 Attn: Workflow Management—5th Floor | | (302)636-4145 Attn: Workflow Management | | Wilmington Trust, National Association c/o Wilmington Trust Company Corporate Capital Markets Rodney Square North 1100 North Market Street | Wilmington, Delaware 19890-1626 | | | | Wilmington, Delaware 19890-1626 | Attn: Workflow Management—5th5th Floor | | | | Attn: Workflow Management—5th
Floor | | | To Confirm by Email: | | | | | DTC2@wilmingtontrust.com | | | | | Attn: Workflow Management | | |
If you deliver the letter of transmittal to an address other than the one set forth above or transmit instructions via facsimile other than the one set forth above, that delivery or those instructions will not be effective. Fees and Expenses The registration rights agreementsagreement provides that we will bear all expenses in connection with the performance of our obligations relating to the registration of the exchange notes and the conduct of the exchange offers.offer. These expenses include registration and filing fees, accounting and legal fees and printing costs, among others. We will pay the exchange agent reasonable and customary fees for its services and reasonableout-of-pocket expenses. We will also reimburse brokerage houses and other custodians, nominees and fiduciaries for customary mailing and handling expenses incurred by them in forwarding this prospectus and related documents to their clients that are holders of outstanding notes and for handling or tendering for such clients. We have not retained any dealer-manager in connection with the exchange offersoffer and will not pay any fee or commission to any broker, dealer, nominee or other person, other than the exchange agent, for soliciting tenders of outstanding unregistered notes pursuant to the exchange offers.offer. Accounting Treatment We will record the exchange notes in our accounting records at the same carrying value as the outstanding notes, which is the aggregate principal amount as reflected in our accounting records on the date of exchanges, as the terms of the exchange notes are substantially identical to the terms of the outstanding notes. Accordingly, we will not recognize any gain or loss for accounting purposes upon the consummation of these exchange offers.offer. We will capitalize the expenses relating to the exchange offers.offer. Transfer Taxes The IssuersIssuer and the guarantors will pay all transfer taxes, if any, applicable to the exchanges of outstanding notes under the exchange offers.offer. The tendering holder, however, will be required to pay any transfer taxes, whether imposed on the registered holder or any other person, if: certificates representing outstanding notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be issued in the name of, any person other than the registered holder of outstanding notes tendered; tendered outstanding notes are registered in the name of any person other than the person signing the letter of transmittal; or a transfer tax is imposed for any reason other than the exchange of outstanding notes under the exchange offers.offer. If satisfactory evidence of payment of such taxes is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed to that tendering holder. Holders who tender their outstanding notes for exchange will not be required to pay any transfer taxes. However, holders who instruct the IssuersIssuer to register exchange notes in the name of, or request that outstanding notes not tendered or not accepted in the exchange offersoffer be returned to, a person other than the registered tendering holder will be required to pay any applicable transfer tax. Consequences of Failure to Exchange If you do not exchange your outstanding notes for exchange notes under the exchange offers,offer, your outstanding notes will remain subject to the restrictions on transfer of such outstanding notes: as set forth in the legend printed on the outstanding notes as a consequence of the issuances of the outstanding notes pursuant to the exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws; and as otherwise set forth in the offering memorandum distributed in connection with the private offering of the outstanding notes. In general, you may not offer or sell your outstanding notes unless they are registered under the Securities Act or if the offer or sale is exempt from registration under the Securities Act and applicable state securities laws. Except as required by the registration rights agreement, we do not intend to register resales of the outstanding notes under the Securities Act. Other Participating in the exchange offersoffer is voluntary, and you should carefully consider whether to accept. You are urged to consult your financial and tax advisors in making your own decision on what action to take. We may in the future seek to acquire untendered outstanding notes in open market or privately negotiated transactions, through subsequent exchange offersoffer or otherwise. We have no present plans to acquire any outstanding notes that are not tendered in the exchange offersoffer or to file a registration statement to permit resales of any untendered outstanding notes. CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS The exchange of outstanding notes for exchange notes in the exchange offersoffer will not constitute a taxable event to holders for U.S. federal income tax purposes. Consequently, you will not recognize gain or loss upon receipt of an exchange note, the holding period of the exchange note will include the holding period of the outstanding note exchanged therefor and the basis of the exchange note will be the same as the basis of the outstanding note immediately before the exchange. In any event, persons considering the exchange of outstanding notes for exchange notes should consult their own tax advisors concerning the U.S. federal income tax consequences in light of their particular situations as well as any consequences arising under the laws of any other taxing jurisdiction. CERTAIN ERISA CONSIDERATIONS The following is a summary of certain considerations associated with the acquisition and holding of the notes (and the exchange of outstanding notes for exchange notes) by (i) employee benefit plans that are subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (ii) plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the Internal Revenue Code or provisions under any other U.S. ornon-U.S.federal, state, local non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the Internal Revenue Code (collectively, “Similar Laws”), and (iii) entities whose underlying assets are considered to include “plan assets” of any such plan, account or arrangement (each of the foregoing described in clauses (i), (ii) and (iii) referred to herein as a “Plan”). General Fiduciary Matters ERISA and the Internal Revenue Code impose certain duties on persons who are fiduciaries of a Plan subject to Title I of ERISA or Section 4975 of the Internal Revenue Code (an “ERISA(a “Covered Plan”) and prohibit certain transactions involving the assets of an ERISAa Covered Plan and its fiduciaries or other interested parties. Under ERISA and the Internal Revenue Code, any person who exercises any discretionary authority or control over the administration of such an ERISAa Covered Plan or the management or disposition of the assets of such an ERISAa Covered Plan, or who renders investment advice for a fee or other compensation to such an ERISAa Covered Plan, is generally considered to be a fiduciary of the ERISACovered Plan. Any Plan fiduciary that proposes to cause a Plan to purchaseacquire or hold the notes (including pursuant to an exchange of outstanding notes for exchange notes) should consult with its counsel regarding the potential applicability of the fiduciary responsibility and prohibited transaction provisions of Section 406Title I of ERISA and Section 4975 of the Internal Revenue Code to such an investment, and to confirm that such purchaseacquisition and holding will not constitute or result in anon-exempt prohibited transaction or any other violation of an applicable requirement of ERISA or whether an exemption would be applicable to any such purchaseacquisition or holding of notes. In considering an investment in the notes of a portion of the assets of any Plan, a fiduciary should determine whether the investment is in accordance with the documents and instruments governing the Plan and the applicable provisions of ERISA, the Internal Revenue Code or any Similar Law relating to a fiduciary’s duties to the Plan including, without limitation, the prudence, diversification, delegation of control and prohibited transaction provisions of ERISA, the Internal Revenue Code and any other applicable Similar Laws. Prohibited Transaction Issues Section 406 of ERISA and Section 4975 of the Internal Revenue Code prohibit ERISACovered Plans from engaging in specified transactions involving plan assets with persons or entities who are “parties in interest,” within the meaning of ERISA, or “disqualified persons,” within the meaning of Section 4975 of the Internal Revenue Code, unless an exemption is available. A party in interest or disqualified person who engaged in anon-exempt prohibited transaction may be subject to excise taxes and other penalties and liabilities under ERISA and the Internal Revenue Code. In addition, the fiduciary of the ERISACovered Plan that engaged in such anon-exempt prohibited transaction may be subject to penalties and liabilities under ERISA and the Internal Revenue Code. The acquisition and/or holding of notes (including an exchange of outstanding notes for exchange notes) by an ERISAa Covered Plan with respect to which an Issuer or a guarantor is considered a party in interest or a disqualified person may constitute or result in a direct or indirect prohibited transaction under Section 406 of ERISA and/or Section 4975 of the Internal Revenue Code, unless the investment is acquired and is held in accordance with an applicable statutory, class or individual prohibited transaction exemption. In this regard, the U.S. Department of Labor has issued prohibited transaction class exemptions, or “PTCEs,” that may provide exemptive relief for direct or indirect prohibited transactions resulting from the acquisition and holding of the notes. These class exemptions include, without limitation, PTCE84-14 respecting transactions determined by independent qualified professional asset managers, PTCE90-1 respecting insurance company pooled separate accounts, PTCE91-38 respecting bank collective investment funds, PTCE95-60 respecting life insurance company general accounts and PTCE96-23 respecting transactions determined byin-house asset managers. In addition, Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Internal Revenue Code provide relief from the prohibited transaction provisions of ERISA and Section 4975 of the Internal Revenue Code for certain transactions, provided that neither the issuer of the securities nor any of its affiliates (directly or indirectly) have or exercise any discretionary authority or control or render any investment advice with respect to the assets of any ERISACovered Plan involved in the transaction and provided further that the ERISACovered Plan pays no more than adequate consideration in connection with the transaction. These exemptions do not, however, provide relief from the self-dealing prohibitions under ERISA and the Internal Revenue Code. There can be no assurance that all of the conditions of any such exemptions will be satisfied. It should also be noted that even if the conditions specified in one or more of these exemptions are met, the scope of relief provided by these exemptions may not necessarily cover all acts that might be construed as prohibited transactions. Therefore, the fiduciary of a Covered Plan that is considering acquiring and/or holding the notes with the assets of a Covered Plan in reliance on any of these, or any other, PTCEs should carefully review the PTCE and consult with its counsel to confirm that it is applicable. Because of the foregoing, the notes should not be acquired or held by any person investing “plan assets” of any Plan, unless such acquisition and holding (and the exchange of outstanding notes for exchange notes) will not constitute or result in anon-exempt prohibited transaction under ERISA and the Internal Revenue Code or a similar violation of any applicable Similar Laws. Representation Accordingly, by acceptance of a note (including in connection with an exchange of outstanding notes for exchange notes), each purchaser and subsequent transferee of a note will be deemed to have represented and warranted that either (i) no portion of the assets used by such purchaser or transferee to purchaseacquire or hold the notes or any interest therein constitutes assets of any Plan or (ii) the acquisition and holding of the notes (including an exchange of outstanding notes for exchange notes) or any interest therein by such purchaser or transferee will not constitute anon-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal Revenue Code or similar violation under any applicable Similar Laws. The foregoing discussion is general in nature and is not intended to be all inclusive. Due to the complexity of these rules and the penalties that may be imposed upon persons involved innon-exempt prohibited transactions, it is particularly important that fiduciaries, or other persons considering acquiring or holding the notes on behalf of, or with the assets of, any Plan, consult with their counsel regarding the potential applicability of ERISA, Section 4975 of the Internal Revenue Code and any Similar Laws to such investment and whether an exemption would be applicable to the acquisition and holding of the notes. Prospective investors of the notes have the exclusive responsibility for ensuring that their purchase and holding of the notes complies with the fiduciary responsibility rules of ERISA and does not violate the prohibited transaction rules of ERISA, the Internal Revenue Code or applicable Similar Laws. The sale of the notes to a Plan is in no respect a representation by the issuer or its affiliates or representatives that such an investment meets all relevant legal requirements with respect to investments by any such Plan or that such investment is appropriate for any such Plan. Each Plan fiduciary (and each fiduciary for non-U.S., governmental or church plans subject to a Similar Law) should consult with its legal advisor concerning the potential consequences to the Plan under Section 406 of ERISA, Section 4975 of the Internal Revenue Code or such Similar Laws of an investment in the notes. Neither this discussion or anything provided in this Prospectus is, or is intended to be, investment advice directed at any potential Plan or at Plans generally and such purchasers and holders of any notes should consult and rely on their own counsel and advisers as to whether an investment in notes is suitable for the Plan. PLAN OF DISTRIBUTION Each broker-dealer that receives exchange notes for its own account pursuant to an exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where such outstanding notes were acquired as a result of market-making activities or other trading activities. To the extent any such broker-dealer participates in either exchange offer, we have agreed that for a period of up to 90 days, we will make this prospectus, as amended or supplemented, available to such broker-dealer for use in connection with any such resale, and will deliver as many additional copies of this prospectus and each amendment or supplement to this prospectus as such broker-dealer may reasonably request. In addition, all dealers effecting transactions in the exchange notes may be required to deliver a prospectus. We will not receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own accounts pursuant to an exchange offer may be sold from time to time in one or more transactions in theover-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account pursuant to an exchange offer and any broker or dealer that participates in a distribution of such exchange notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any such resale of exchange notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. We have agreed to pay all expenses incident to the exchange offersoffer (including the expenses of one counsel for the holders of the outstanding notes) and will indemnify you (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. LEGAL MATTERS The validity and enforceability of the exchange notes will be passed upon for us by Simpson Thacher & Bartlett LLP, New York, New York. In rendering its opinion, Simpson Thacher & Bartlett LLP will rely upon the opinion of Dentons US LLP as to all matters governed by the laws of the states of Arizona, California, Kansas, Missouri and Texas, the opinion of Hill, Ward & Henderson, P.A. as to all matters governed by the laws of the state of Florida, the opinion of Wilmer Cutler Pickering Hale & Dorr LLP as to all matters governed by the laws of the state of Massachusetts, the opinion of Jones Walker LLP as to all matters governed by the laws of the state of Louisiana, and the opinion of Rice Reuther Sullivan & Carroll LLP as to all matters governed by the laws of the state of Nevada and the opinion of Bass, Berry & Sims PLC as to all matters governed by the laws of the state of Tennessee. An investment vehicle comprised of selected partners of Simpson Thacher & Bartlett LLP, members of their families, related persons and others owns an interest representing less than 1% of the capital commitments of funds affiliated with The Blackstone Group L.P.Nevada. EXPERTS The consolidated financial statements of Hilton Worldwide Holdings Inc. at December 31, 20162018 and 2015, 2017, and for each of the three years in the period ended December 31, 2016,2018, appearing in this prospectusProspectus and the registration statement of which this prospectus forms a partRegistration Statement have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing. WHERE YOU CAN FIND MORE INFORMATION We and our guarantor subsidiaries have filed with the SEC a registration statement on FormS-4 under the Securities Act with respect to the exchange notes. This prospectus, filed as part of the registration statement, does not contain all of the information set forth in the registration statement and its exhibits and schedules, portions of which have been omitted as permitted by the rules and regulations of the SEC. For further information about us, our guarantors and the exchange notes, we refer you to the registration statement and to its exhibits and schedules. Statements in this prospectus about the contents of any contract, agreement or other document are not necessarily complete and in each instance we refer you to the copy of such contract, agreement or document filed as an exhibit to the registration statement. Anyone may inspect the registration statement and its exhibits and schedules without charge at the public reference facilities the SEC maintains at 100 F Street, N.E., Washington, D.C. 20549. You may obtain copies of all or any part of these materials from the SEC upon the payment of certain fees prescribed by the SEC. You may obtain further information about the operation of the SEC’s Public Reference Room by calling the SEC at 1-800-SEC-0330. You may also inspect these reports and other information without charge at a website maintained by the SEC. The address of this site is 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. Our website and the information contained or connected to that site are not incorporated into this prospectus. So long as we are subject to the periodic reporting requirements of the Exchange Act, we are required to furnish the information required to be filed with the SEC to the trustee and the holders of the outstanding notes. We have agreed that, even if we are not required under the Exchange Act to furnish such information to the SEC, we will nonetheless continue to furnish information that would be required to be furnished by us by Section 13 or 15(d) of the Exchange Act. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS | | | | | | | Page No. | | Report of Independent Registered Public Accounting Firm | | | F-2 | | Consolidated Financial Statements: | | | | | Consolidated Balance Sheets as of December 31, 20162018 and 20152017 | | | F-3 | | Consolidated Statements of Operations for the years ended December 31, 2016, 20152018, 2017 and 20142016 | | | F-4 | | Consolidated Statements of Comprehensive Income for the years ended December 31, 2016, 20152018, 2017 and 20142016 | | | F-5 | | Consolidated Statements of Cash Flows for the years ended December 31, 2016, 20152018, 2017 and 20142016 | | | F-6 | | Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2016, 20152018, 2017 and 20142016 | | | F-7 | | Notes to Consolidated Financial Statements | | | F-8 | | Unaudited Condensed Consolidated Financial Statements:
| | | | | Condensed Consolidated Balance Sheets as of March 31, 2017 and December 31, 2016
| | | F-61 | | Condensed Consolidated Statements of Operations for the three months ended March 31, 2017 and 2016
| | | F-62 | | Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2017 and 2016
| | | F-63 | | Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2017 and 2016
| | | F-64 | | Notes to Condensed Consolidated Financial Statements
| | | F-65 | |
Report of Independent Registered Public Accounting Firm TheTo the 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, 20162018 and 2015, and2017, the related consolidated statements of operations, comprehensive income, cash flows, and stockholders’ equity, for each of the three years in the period ended December 31, 2018, 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, 2018 and 2017, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2016. 2018, 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, 2018, 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 13, 2019 expressed an unqualified opinion thereon. Adoption of Accounting Standards Update (ASU)No. 2014-09,Revenue from Contracts with Customers (Topic 606) As discussed in Note 2 to the financial statements, the Company changed its method for recognizing revenue from contracts with customers due to the adoption of ASUNo. 2014-09,Revenue from Contracts with Customers (Topic 606), and the amendments in ASUs2015-14,2016-08,2016-10 and2016-12, on January 1, 2018 using the full retrospective adoption method. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on thesethe Company’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 Public Company Accounting Oversight Board (United States).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. An audit includesmisstatement, 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 supportingregarding the amounts and disclosures in the financial statements. An auditOur audits also includes assessingincluded evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement presentation.statements. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Hilton Worldwide Holdings Inc. at December 31, 2016 and 2015, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2016, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Hilton Worldwide Holdings Inc.’s internal control over financial reporting as of December 31, 2016, 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 15, 2017 expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP We have served as the Company’s auditor since 2002. Tysons, Virginia February 15, 2017, except for the effects of discontinued operations as discussed in Note 3, as to which the date is May 24, 2017, and the condensed consolidating guarantor financial information as discussed in Note 24, and subsequent events as discussed in Note 26 as to which the date is June 23, 2017.13, 2019 HILTON WORLDWIDE HOLDINGS INC. CONSOLIDATED BALANCE SHEETS (in millions, except share data) | | | | | | | | | | | �� | December 31, | | | | 2016 | | | 2015 | | ASSETS | | | | | | | | | Current Assets: | | | | | | | | | Cash and cash equivalents | | $ | 1,062 | | | $ | 513 | | Restricted cash and cash equivalents | | | 121 | | | | 120 | | Accounts receivable, net of allowance for doubtful accounts of $27 and $27 | | | 755 | | | | 664 | | Prepaid expenses | | | 89 | | | | 112 | | Income taxes receivable | | | 13 | | | | 97 | | Other | | | 39 | | | | 35 | | Current assets of discontinued operations | | | 1,478 | | | | 1,044 | | | | | | | | | | | Total current assets (variable interest entities - $167 and $141) | | | 3,557 | | | | 2,585 | | | | | | | | | | | Intangibles and Other Assets: | | | | | | | | | Goodwill | | | 5,218 | | | | 5,280 | | Brands | | | 4,848 | | | | 4,919 | | Management and franchise contracts, net | | | 963 | | | | 1,089 | | Other intangible assets, net | | | 447 | | | | 523 | | Property and equipment, net | | | 341 | | | | 411 | | Deferred income tax assets | | | 82 | | | | 59 | | Other | | | 408 | | | | 332 | | Non-current assets of discontinued operations | | | 10,347 | | | | 10,424 | | | | | | | | | | | Total intangibles and other assets (variable interest entities - $569 and $481) | | | 22,654 | | | | 23,037 | | | | | | | | | | | TOTAL ASSETS | | $ | 26,211 | | | $ | 25,622 | | | | | | | | | | | LIABILITIES AND EQUITY | | | | | | | | | Current Liabilities: | | | | | | | | | Accounts payable, accrued expenses and other | | $ | 1,821 | | | $ | 1,619 | | Current maturities of long-term debt | | | 33 | | | | 7 | | Income taxes payable | | | 56 | | | | 27 | | Current liabilities of discontinued operations | | | 774 | | | | 812 | | | | | | | | | | | Total current liabilities (variable interest entities - $124 and $157) | | | 2,684 | | | | 2,465 | | Long-term debt | | | 6,583 | | | | 5,887 | | Deferred revenues | | | 42 | | | | 251 | | Deferred income tax liabilities | | | 1,778 | | | | 1,875 | | Liability for guest loyalty program | | | 889 | | | | 784 | | Other | | | 1,492 | | | | 1,265 | | Non-current liabilities of discontinued operations | | | 6,894 | | | | 7,144 | | | | | | | | | | | Total liabilities (variable interest entities - $766 and $627) | | | 20,362 | | | | 19,671 | | | | | | | | | | | Commitments and contingencies - see Note 21 | | | | | | | | | Equity: | | | | | | | | | Preferred stock, $0.01 par value; 3,000,000,000 authorized shares, none issued or outstanding as of December 31, 2016 and 2015 | | | — | | | | — | | Common stock(1), $0.01 par value; 10,000,000,000 authorized shares, 329,351,581 issued and 329,341,992 outstanding as of December 31, 2016 and 329,162,376 issued and 329,152,787 as of December 31, 2015 | | | 3 | | | | 3 | | Additional paid-in capital(1) | | | 10,220 | | | | 10,158 | | Accumulated deficit | | | (3,323 | ) | | | (3,392 | ) | Accumulated other comprehensive loss | | | (1,001 | ) | | | (784 | ) | | | | | | | | | | Total Hilton stockholders’ equity | | | 5,899 | | | | 5,985 | | Noncontrolling interests | | | (50 | ) | | | (34 | ) | | | | | | | | | | Total equity | | | 5,849 | | | | 5,951 | | | | | | | | | | | TOTAL LIABILITIES AND EQUITY | | $ | 26,211 | | | $ | 25,622 | | | | | | | | | | |
(1) | Adjusted to reflect the 1-for-3 reverse stock split that occurred on January 3, 2017. See Note 1: “Organization” for additional information. |
| | | | | | | | | | | | December 31, | | | | | 2018 | | | 2017 | | ASSETS | | | | | | | | | Current Assets: | | | | | | | | | Cash and cash equivalents | | $ | 403 | | | $ | 570 | | Restricted cash and cash equivalents | | | 81 | | | | 100 | | Accounts receivable, net of allowance for doubtful accounts of $42 and $29 | | | 1,150 | | | | 1,005 | | Prepaid expenses | | | 160 | | | | 127 | | Income taxes receivable | | | 20 | | | | 36 | | Other | | | 169 | | | | 169 | | | | | | | | | | | Total current assets (variable interest entities – $90 and $93) | | | 1,983 | | | | 2,007 | | | | | | | | | | | Intangibles and Other Assets: | | | | | | | | | Goodwill | | | 5,160 | | | | 5,190 | | Brands | | | 4,869 | | | | 4,890 | | Management and franchise contracts, net | | | 872 | | | | 953 | | Other intangible assets, net | | | 415 | | | | 433 | | Property and equipment, net | | | 367 | | | | 353 | | Deferred income tax assets | | | 90 | | | | 111 | | Other | | | 239 | | | | 291 | | | | | | | | | | | Total intangibles and other assets (variable interest entities – $178 and $171) | | | 12,012 | | | | 12,221 | | | | | | | | | | | TOTAL ASSETS | | $ | 13,995 | | | $ | 14,228 | | | | | | | | | | | LIABILITIES AND EQUITY | | | | | | | | | Current Liabilities: | | | | | | | | | Accounts payable, accrued expenses and other | | $ | 1,530 | | | $ | 1,416 | | Current portion of deferred revenues | | | 350 | | | | 366 | | Current maturities of long-term debt | | | 16 | | | | 46 | | Income taxes payable | | | 19 | | | | 12 | | Current portion of liability for guest loyalty program | | | 700 | | | | 622 | | | | | | | | | | | Total current liabilities (variable interest entities – $56 and $58) | | | 2,615 | | | | 2,462 | | Long-term debt | | | 7,266 | | | | 6,556 | | Deferred revenues | | | 826 | | | | 829 | | Deferred income tax liabilities | | | 898 | | | | 931 | | Liability for guest loyalty program | | | 969 | | | | 839 | | Other | | | 863 | | | | 920 | | | | | | | | | | | Total liabilities (variable interest entities – $263 and $271) | | | 13,437 | | | | 12,537 | | | | | | | | | | | Commitments and contingencies – see Note 20 | | | | | | | | | Equity: | | | | | | | | | Preferred stock, $0.01 par value; 3,000,000,000 authorized shares, none issued or outstanding as of December 31, 2018 and 2017 | | | — | | | | — | | Common stock, $0.01 par value; 10,000,000,000 authorized shares, 332,105,163 issued and 294,815,890 outstanding as of December 31, 2018 and 331,054,014 issued and 317,420,933 outstanding as of December 31, 2017 | | | 3 | | | | 3 | | Treasury stock, at cost; 37,289,273 shares as of December 31, 2018 and 13,633,081 shares as of December 31, 2017 | | | (2,625) | | | | (891) | | Additionalpaid-in capital | | | 10,372 | | | | 10,298 | | Accumulated deficit | | | (6,417) | | | | (6,981) | | Accumulated other comprehensive loss | | | (782) | | | | (741) | | | | | | | | | | | Total Hilton stockholders’ equity | | | 551 | | | | 1,688 | | Noncontrolling interests | | | 7 | | | | 3 | | | | | | | | | | | Total equity | | | 558 | | | | 1,691 | | | | | | | | | | | TOTAL LIABILITIES AND EQUITY | | $ | 13,995 | | | $ | 14,228 | | | | | | | | | | |
See notes to consolidated financial statements. HILTON WORLDWIDE HOLDINGS INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in millions, except per share data) | | | | | | | | | | | | | | | | Year Ended December 31, | | | | | 2016 | | | 2015 | | | 2014 | | Revenues | | | | | | | | | | | | | Franchise fees | | $ | 1,154 | | | $ | 1,087 | | | $ | 905 | | Base and other management fees | | | 242 | | | | 230 | | | | 227 | | Incentive management fees | | | 142 | | | | 138 | | | | 133 | | Owned and leased hotels | | | 1,452 | | | | 1,596 | | | | 1,776 | | Other revenues | | | 82 | | | | 71 | | | | 80 | | | | | | | | | | | | | | | | | | 3,072 | | | | 3,122 | | | | 3,121 | | Other revenues from managed and franchised properties | | | 4,310 | | | | 4,011 | | | | 3,567 | | | | | | | | | | | | | | | Total revenues | | | 7,382 | | | | 7,133 | | | | 6,688 | | Expenses | | | | | | | | | | | | | Owned and leased hotels | | | 1,295 | | | | 1,414 | | | | 1,586 | | Depreciation and amortization | | | 364 | | | | 385 | | | | 363 | | Impairment loss | | | 15 | | | | 9 | | | | — | | General and administrative | | | 403 | | | | 537 | | | | 411 | | Other expenses | | | 51 | | | | 40 | | | | 58 | | | | | | | | | | | | | | | | | | 2,128 | | | | 2,385 | | | | 2,418 | | Other expenses from managed and franchised properties | | | 4,310 | | | | 4,011 | | | | 3,567 | | | | | | | | | | | | | | | Total expenses | | | 6,438 | | | | 6,396 | | | | 5,985 | | Gain on sales of assets, net | | | 8 | | | | 163 | | | | — | | Operating income | | | 952 | | | | 900 | | | | 703 | | Interest expense | | | (394 | ) | | | (377 | ) | | | (416 | ) | Gain (loss) on foreign currency transactions | | | (16 | ) | | | (41 | ) | | | 26 | | Other non-operating income, net | | | 14 | | | | 51 | | | | 20 | | | | | | | | | | | | | | | Income from continuing operations before income taxes | | | 556 | | | | 533 | | | | 333 | | Income tax benefit (expense) | | | (564 | ) | | | 348 | | | | (154 | ) | | | | | | | | | | | | | | Income (loss) from continuing operations, net of taxes | | | (8 | ) | | | 881 | | | | 179 | | Income from discontinued operations, net of taxes | | | 372 | | | | 535 | | | | 503 | | | | | | | | | | | | | | | Net income | | | 364 | | | | 1,416 | | | | 682 | | Net income attributable to noncontrolling interests | | | (16 | ) | | | (12 | ) | | | (9 | ) | | | | | | | | | | | | | | Net income attributable to Hilton stockholders | | $ | 348 | | | $ | 1,404 | | | $ | 673 | | | | | | | | | | | | | | | Earnings (loss) per share(1) | | | | | | | | | | | | | Basic: | | | | | | | | | | | | | Net income (loss) from continuing operations per share | | $ | (0.05 | ) | | $ | 2.67 | | | $ | 0.53 | | Net income from discontinued operations per share | | | 1.11 | | | | 1.60 | | | | 1.52 | | | | | | | | | | | | | | | Net income per share | | $ | 1.06 | | | $ | 4.27 | | | $ | 2.05 | | | | | | | | | | | | | | | Diluted: | | | | | | | | | | | | | Net income (loss) from continuing operations per share | | $ | (0.05 | ) | | $ | 2.66 | | | $ | 0.53 | | Net income from discontinued operations per share | | | 1.11 | | | | 1.60 | | | | 1.52 | | | | | | | | | | | | | | | Net income per share | | $ | 1.06 | | | $ | 4.26 | | | $ | 2.05 | | | | | | | | | | | | | | | Cash dividends declared per share(1) | | $ | 0.84 | | | $ | 0.42 | | | $ | — | | | | | | | | | | | | | | |
(1) | Weighted average shares outstanding used in the computation of basic and diluted earnings per share and cash dividends declared per share were adjusted to reflect the 1-for-3 reverse stock split that occurred on January 3, 2017. |
| | | | | | | | | | | | | | | | Year Ended December 31, | | | | | 2018 | | | 2017 | | | 2016 | | Revenues | | | | | | | | | | | | | Franchise and licensing fees | | $ | 1,530 | | | $ | 1,321 | | | $ | 1,091 | | Base and other management fees | | | 321 | | | | 324 | | | | 230 | | Incentive management fees | | | 235 | | | | 222 | | | | 142 | | Owned and leased hotels | | | 1,484 | | | | 1,432 | | | | 1,434 | | Other revenues | | | 98 | | | | 105 | | | | 82 | | | | | | | | | | | | | | | | | | 3,668 | | | | 3,404 | | | | 2,979 | | Other revenues from managed and franchised properties | | | 5,238 | | | | 4,727 | | | | 3,597 | | | | | | | | | | | | | | | Total revenues | | | 8,906 | | | | 8,131 | | | | 6,576 | | | | | | | | | | | | | | | Expenses | | | | | | | | | | | | | Owned and leased hotels | | | 1,332 | | | | 1,269 | | | | 1,279 | | Depreciation and amortization | | | 325 | | | | 336 | | | | 353 | | General and administrative | | | 443 | | | | 439 | | | | 409 | | Other expenses | | | 51 | | | | 56 | | | | 66 | | | | | | | | | | | | | | | | | | 2,151 | | | | 2,100 | | | | 2,107 | | Other expenses from managed and franchised properties | | | 5,323 | | | | 4,899 | | | | 3,609 | | | | | | | | | | | | | | | Total expenses | | | 7,474 | | | | 6,999 | | | | 5,716 | | | | | | | | | | | | | | | Gain on sales of assets, net | | | — | | | | — | | | | 8 | | | | | | | | | | | | | | | Operating income | | | 1,432 | | | | 1,132 | | | | 868 | | | | | | | | | | | | | | | Interest expense | | | (371) | | | | (351) | | | | (334) | | Gain (loss) on foreign currency transactions | | | (11) | | | | 3 | | | | (16) | | Loss on debt extinguishment | | | — | | | | (60) | | | | — | | Othernon-operating income, net | | | 28 | | | | 29 | | | | 22 | | | | | | | | | | | | | | | | | | | | | | | | | | | | Income from continuing operations before income taxes | | | 1,078 | | | | 753 | | | | 540 | | | | | | | | | | | | | | | Income tax benefit (expense) | | | (309) | | | | 336 | | | | (557) | | | | | | | | | | | | | | | | | | | | | | | | | | | | Income (loss) from continuing operations, net of taxes | | | 769 | | | | 1,089 | | | | (17) | | Income from discontinued operations, net of taxes | | | — | | | | — | | | | 371 | | | | | | | | | | | | | | | Net income | | | 769 | | | | 1,089 | | | | 354 | | Net income attributable to noncontrolling interests | | | (5) | | | | (5) | | | | (16) | | | | | | | | | | | | | | | Net income attributable to Hilton stockholders | | $ | 764 | | | $ | 1,084 | | | $ | 338 | | | | | | | | | | | | | | | | | | | | | | | | | | | | Earnings (loss) per share: | | | | | | | | | | | | | Basic: | | | | | | | | | | | | | Net income (loss) from continuing operations per share | | $ | 2.53 | | | $ | 3.34 | | | $ | (0.08) | | Net income from discontinued operations per share | | | — | | | | — | | | | 1.11 | | | | | | | | | | | | | | | Net income per share | | $ | 2.53 | | | $ | 3.34 | | | $ | 1.03 | | | | | | | | | | | | | | | Diluted: | | | | | | | | | | | | | Net income (loss) from continuing operations per share | | $ | 2.50 | | | $ | 3.32 | | | $ | (0.08) | | Net income from discontinued operations per share | | | — | | | | — | | | | 1.11 | | | | | | | | | | | | | | | Net income per share | | $ | 2.50 | | | $ | 3.32 | | | $ | 1.03 | | | | | | | | | | | | | | | | | | | | | | | | | | | | Cash dividends declared per share | | $ | 0.60 | | | $ | 0.60 | | | $ | 0.84 | | | | | | | | | | | | | | |
See notes to consolidated financial statements. HILTON WORLDWIDE HOLDINGS INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in millions) | | | | | | | | | | | | | | | | Year Ended December 31, | | | | | 2016 | | | 2015 | | | 2014 | | Net income | | $ | 364 | | | $ | 1,416 | | | $ | 682 | | Other comprehensive loss, net of tax benefit (expense): | | | | | | | | | | | | | Currency translation adjustment, net of tax of $19, $(8) and $(73) | | | (159 | ) | | | (134 | ) | | | (299 | ) | Pension liability adjustment, net of tax of $(2), $10 and $27 | | | (57 | ) | | | (15 | ) | | | (45 | ) | Cash flow hedge adjustment, net of tax of $2, $4 and $5 | | | (2 | ) | | | (7 | ) | | | (9 | ) | | | | | | | | | | | | | | Total other comprehensive loss | | | (218 | ) | | | (156 | ) | | | (353 | ) | | | | | | | | | | | | | | Comprehensive income | | | 146 | | | | 1,260 | | | | 329 | | Comprehensive income attributable to noncontrolling interests | | | (15 | ) | | | (12 | ) | | | (14 | ) | | | | | | | | | | | | | | Comprehensive income attributable to Hilton stockholders | | $ | 131 | | | $ | 1,248 | | | $ | 315 | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | Year Ended December 31, | | | | | 2018 | | | 2017 | | | 2016 | | Net income | | $ | 769 | | | $ | 1,089 | | | $ | 354 | | Other comprehensive income (loss), net of tax benefit (expense): | | | | | | | | | | | | | Currency translation adjustment, net of tax of $6, $32 and $19 | | | (70) | | | | 162 | | | | (159) | | Pension liability adjustment, net of tax of $3, $(8) and $(2) | | | (9) | | | | 22 | | | | (57) | | Cash flow hedge adjustment, net of tax of $(8), $(7) and $2 | | | 22 | | | | 13 | | | | (2) | | | | | | | | | | | | | | | Total other comprehensive income (loss) | | | (57) | | | | 197 | | | | (218) | | | | | | | | | | | | | | | | | | | | | | | | | | | | Comprehensive income | | | 712 | | | | 1,286 | | | | 136 | | Comprehensive income attributable to noncontrolling interests | | | (5) | | | | (5) | | | | (15) | | | | | | | | | | | | | | | Comprehensive income attributable to Hilton stockholders | | $ | 707 | | | $ | 1,281 | | | $ | 121 | | | | | | | | | | | | | | |
See notes to consolidated financial statements.statements HILTON WORLDWIDE HOLDINGS INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions) | | | | Year Ended December 31, | | | Year Ended December 31, | | | | | 2016 | | 2015 | | 2014 | | | 2018 | | | 2017 | | | 2016 | | Operating Activities: | | | | | | | | | | | | | Net income | | $ | 364 | | | $ | 1,416 | | | $ | 682 | | | $ | 769 | | | $ | 1,089 | | | $ | 354 | | Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | | | | | | | | | Amortization of contract acquisition costs | | | | 27 | | | | 17 | | | | 16 | | Depreciation and amortization | | | 686 | | | 692 | | | 628 | | | | 325 | | | | 336 | | | | 673 | | Impairment loss | | | 15 | | | 9 | | | | — | | | Gain on sales of assets, net | | | (9 | ) | | (306 | ) | | | — | | | | — | | | | — | | | | (9) | | Loss (gain) on foreign currency transactions | | | 13 | | | 41 | | | (26 | ) | | | 11 | | | | (3) | | | | 13 | | Loss on debt extinguishment | | | | — | | | | 60 | | | | — | | Share-based compensation | | | 65 | | | 124 | | | 78 | | | | 127 | | | | 121 | | | | 91 | | Amortization of deferred financing costs and other | | | 32 | | | 38 | | | 50 | | | | 16 | | | | 15 | | | | 32 | | Distributions from unconsolidated affiliates | | | 22 | | | 26 | | | 22 | | | | 4 | | | | 1 | | | | 22 | | Deferred income taxes | | | (79 | ) | | (479 | ) | | 14 | | | | (14) | | | | (729) | | | | (85) | | Contract acquisition costs | | | | (103) | | | | (75) | | | | (55) | | Changes in operating assets and liabilities: | | | | | | | | | | | | | Accounts receivable, net | | | (143 | ) | | (47 | ) | | (143 | ) | | | (161) | | | | (204) | | | | (156) | | Inventories | | | 15 | | | (39 | ) | | 56 | | | Prepaid expenses | | | — | | | (27 | ) | | (8 | ) | | | (39) | | | | (11) | | | | (20) | | Income taxes receivable | | | 84 | | | 35 | | | (57 | ) | | | 17 | | | | (24) | | | | 84 | | Other current assets | | | (2 | ) | | 32 | | | (10 | ) | | | (4) | | | | — | | | | (2) | | Accounts payable, accrued expenses and other | | | 232 | | | 90 | | | 8 | | | | 139 | | | | 25 | | | | 248 | | Income taxes payable | | | 28 | | | 13 | | | 10 | | | | 9 | | | | (42) | | | | 28 | | Change in timeshare financing receivables | | | (54 | ) | | (49 | ) | | (27 | ) | | | — | | | | — | | | | (54) | | Change in deferred revenues | | | (219 | ) | | (212 | ) | | (179 | ) | | | (18) | | | | 334 | | | | 534 | | Change in liability for guest loyalty program | | | 154 | | | 64 | | | 206 | | | | 207 | | | | 29 | | | | 154 | | Change in other liabilities | | | 199 | | | 154 | | | 12 | | | | (53) | | | | (95) | | | | (247) | | Other | | | (38 | ) | | (129 | ) | | (9 | ) | | | (4) | | | | 5 | | | | (311) | | | | | | | | | | | | | | | | | | | | | Net cash provided by operating activities | | | 1,365 | | | 1,446 | | | 1,307 | | | | 1,255 | | | | 849 | | | | 1,310 | | | | | | | | | | | | | | | | | | | | | Investing Activities: | | | | | | | | | | | | | Capital expenditures for property and equipment | | | (317 | ) | | (310 | ) | | (268 | ) | | | (72) | | | | (58) | | | | (317) | | Acquisitions, net of cash acquired | | | — | | | (1,402 | ) | | | — | | | Proceeds from asset dispositions | | | 11 | | | 2,205 | | | 44 | | | Contract acquisition costs | | | (55 | ) | | (37 | ) | | (65 | ) | | Payments received on other financing receivables | | | | 50 | | | | 7 | | | | 3 | | Capitalized software costs | | | (81 | ) | | (62 | ) | | (69 | ) | | | (87) | | | | (75) | | | | (81) | | Other | | | (36 | ) | | 20 | | | 48 | | | | (22) | | | | (21) | | | | (28) | | | | | | | | | | | | | | | | | | | | | Net cash provided by (used in) investing activities | | | (478 | ) | | 414 | | | (310 | ) | | Net cash used in investing activities | | | | (131) | | | | (147) | | | | (423) | | | | | | | | | | | | | | | | | | | | | Financing Activities: | | | | | | | | | | | | | Borrowings | | | 4,715 | | | 48 | | | 350 | | | | 1,676 | | | | 1,824 | | | | 4,715 | | Repayment of debt | | | (4,359 | ) | | (1,624 | ) | | (1,424 | ) | | | (1,005) | | | | (1,860) | | | | (4,359) | | Debt issuance costs | | | (76 | ) | | | — | | | (9 | ) | | Capital contribution | | | — | | | | — | | | 13 | | | Debt issuance costs and redemption premium | | | | (21) | | | | (69) | | | | (76) | | Dividends paid | | | (277 | ) | | (138 | ) | | | — | | | | (181) | | | | (195) | | | | (277) | | Cash transferred in spin-offs of Park and HGV | | | | — | | | | (501) | | | | — | | Repurchases of common stock | | | | (1,721) | | | | (891) | | | | — | | Distributions to noncontrolling interests | | | (32 | ) | | (8 | ) | | (5 | ) | | | (1) | | | | (1) | | | | (32) | | Tax withholdings on share-based compensation | | | (15 | ) | | (31 | ) | | | — | | | | (44) | | | | (31) | | | | (15) | | Acquisition of noncontrolling interest | | | | (3) | | | | — | | | | — | | | | | | | | | | | | | | | | | | | | | Net cash used in financing activities | | | (44 | ) | | (1,753 | ) | | (1,075 | ) | | | (1,300) | | | | (1,724) | | | | (44) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Effect of exchange rate changes on cash, restricted cash and cash equivalents | | | (15 | ) | | (19 | ) | | (14 | ) | | | (10) | | | | 8 | | | | (15) | | | | | | | | | | | | | | | | | | | | | Net increase (decrease) in cash, restricted cash and cash equivalents | | | 828 | | | 88 | | | (92 | ) | | | (186) | | | | (1,014) | | | | 828 | | | | | | | | | | | | | | | | | | | | | Cash, restricted cash and cash equivalents from continuing operations, beginning of period | | | 633 | | | 628 | | | 706 | | | | 670 | | | | 1,183 | | | | 633 | | Cash, restricted cash and cash equivalents from discontinued operations, beginning of period | | | 223 | | | 140 | | | 154 | | | | — | | | | 501 | | | | 223 | | | | | | | | | | | | | | | | | | | | | Cash, restricted cash and cash equivalents, beginning of period | | | 856 | | | 768 | | | 860 | | | | 670 | | | | 1,684 | | | | 856 | | | | | | | | | | | | | | | | | | | | | Cash, restricted cash and cash equivalents from continuing operations, end of period | | | 1,183 | | | 633 | | | 628 | | | | 484 | | | | 670 | | | | 1,183 | | Cash, restricted cash and cash equivalents from discontinued operations, end of period | | | 501 | | | 223 | | | 140 | | | | — | | | | — | | | | 501 | | | | | | | | | | | | | | | | | | | | | Cash, restricted cash and cash equivalents, end of period | | $ | 1,684 | | | $ | 856 | | | $ | 768 | | | $ | 484 | | | $ | 670 | | | $ | 1,684 | | | | | | | | | | | | | | | | | | | | |
See notes to consolidated financial statements. For supplemental disclosures, see Note 23:22: “Supplemental Disclosures of Cash Flow Information.” HILTON WORLDWIDE HOLDINGS INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (in millions) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Equity Attributable to Hilton Stockholders | | | | | | | | | | | Common Stock(1) | | | Additional
Paid-in
Capital(1) | | | Accumulated
Deficit | | | Accumulated
Other
Comprehensive
Loss | | | Noncontrolling
Interests | | | Total | | | | | Shares | | | Amount | | | | | | | Balance as of December 31, 2013 | | | 328 | | | $ | 3 | | | $ | 9,955 | | | $ | (5,331 | ) | | $ | (264 | ) | | $ | (87 | ) | | $ | 4,276 | | Share-based compensation | | | — | | | | — | | | | 101 | | | | — | | | | — | | | | — | | | | 101 | | Net income | | | — | | | | — | | | | — | | | | 673 | | | | — | | | | 9 | | | | 682 | | Other comprehensive income (loss), net of tax: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Currency translation adjustment | | | — | | | | — | | | | — | | | | — | | | | (304 | ) | | | 5 | | | | (299 | ) | Pension liability adjustment | | | — | | | | — | | | | — | | | | — | | | | (45 | ) | | | — | | | | (45 | ) | Cash flow hedge adjustment | | | — | | | | — | | | | — | | | | — | | | | (9 | ) | | | — | | | | (9 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Other comprehensive income (loss) | | | — | | | | — | | | | — | | | | — | | | | (358 | ) | | | 5 | | | | (353 | ) | Capital contribution | | | — | | | | — | | | | 13 | | | | — | | | | — | | | | — | | | | 13 | | Equity contributions to consolidated variable interest entities | | | — | | | | — | | | | (34 | ) | | | — | | | | (6 | ) | | | 40 | | | | — | | Distributions | | | — | | | | — | | | | — | | | | — | | | | — | | | | (5 | ) | | | (5 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Balance as of December 31, 2014 | | | 328 | | | | 3 | | | | 10,035 | | | | (4,658 | ) | | | (628 | ) | | | (38 | ) | | | 4,714 | | Share-based compensation | | | 1 | | | | — | | | | 115 | | | | — | | | | — | | | | — | | | | 115 | | Net income | | | — | | | | — | | | | — | | | | 1,404 | | | | — | | | | 12 | | | | 1,416 | | Other comprehensive loss, net of tax: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Currency translation adjustment | | | — | | | | — | | | | — | | | | — | | | | (134 | ) | | | — | | | | (134 | ) | Pension liability adjustment | | | — | | | | — | | | | — | | | | — | | | | (15 | ) | | | — | | | | (15 | ) | Cash flow hedge adjustment | | | — | | | | — | | | | — | | | | — | | | | (7 | ) | | | — | | | | (7 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Other comprehensive loss | | | — | | | | — | | | | — | | | | — | | | | (156 | ) | | | — | | | | (156 | ) | Dividends | | | — | | | | — | | | | — | | | | (138 | ) | | | — | | | | — | | | | (138 | ) | Excess tax benefits on equity awards | | | — | | | | — | | | | 8 | | | | — | | | | — | | | | — | | | | 8 | | Distributions | | | — | | | | — | | | | — | | | | — | | | | — | | | | (8 | ) | | | (8 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Balance as of December 31, 2015 | | | 329 | | | | 3 | | | | 10,158 | | | | (3,392 | ) | | | (784 | ) | | | (34 | ) | | | 5,951 | | Share-based compensation | | | — | | | | — | | | | 62 | | | | — | | | | — | | | | — | | | | 62 | | Net income | | | — | | | | — | | | | — | | | | 348 | | | | — | | | | 16 | | | | 364 | | Other comprehensive loss, net of tax: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Currency translation adjustment | | | — | | | | — | | | | — | | | | — | | | | (158 | ) | | | (1 | ) | | | (159 | ) | Pension liability adjustment | | | — | | | | — | | | | — | | | | — | | | | (57 | ) | | | — | | | | (57 | ) | Cash flow hedge adjustment | | | — | | | | — | | | | — | | | | — | | | | (2 | ) | | | — | | | | (2 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Other comprehensive loss | | | — | | | | — | | | | — | | | | — | | | | (217 | ) | | | (1 | ) | | | (218 | ) | Dividends | | | — | | | | — | | | | — | | | | (279 | ) | | | — | | | | — | | | | (279 | ) | Cumulative effect of the adoption of ASU 2015-02 | | | — | | | | — | | | | — | | | | — | | | | — | | | | 5 | | | | 5 | | Deconsolidation of a variable interest entity | | | — | | | | — | | | | — | | | | — | | | | — | | | | (4 | ) | | | (4 | ) | Distributions | | | — | | | | — | | | | — | | | | — | | | | — | | | | (32 | ) | | | (32 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Balance as of December 31, 2016 | | | 329 | | | $ | 3 | | | $ | 10,220 | | | $ | (3,323 | ) | | $ | (1,001 | ) | | $ | (50 | ) | | $ | 5,849 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(1) | Adjusted to reflect the 1-for-3 reverse stock split that occurred on January 3, 2017. See Note 1: “Organization” for additional information. |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Equity Attributable to Hilton Stockholders | | | | | | | | | | | Common Stock | | | Treasury
Stock | | | Additional
Paid-in
Capital | | | Accumulated
Deficit | | | Accumulated
Other
Comprehensive
Loss | | | Noncontrolling
Interests | | | Total | | | | | Shares | | | Amount | | Balance as of December 31, 2015 | | | 329 | | | $ | 3 | | | $ | — | | | $ | 10,158 | | | $ | (3,392 | ) | | $ | (784 | ) | | $ | (34 | ) | | $ | 5,951 | | Net income | | | — | | | | — | | | | — | | | | — | | | | 338 | | | | — | | | | 16 | | | | 354 | | Other comprehensive loss, net of tax: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Currency translation adjustment | | | — | | | | — | | | | — | | | | — | | | | — | | | | (158 | ) | | | (1 | ) | | | (159) | | Pension liability adjustment | | | — | | | | — | | | | — | | | | — | | | | �� | | | | (57 | ) | | | — | | | | (57) | | Cash flow hedge adjustment | | | — | | | | — | | | | — | | | | — | | | | — | | | | (2 | ) | | | — | | | | (2) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Other comprehensive loss | | | — | | | | — | | | | — | | | | — | | | | — | | | | (217 | ) | | | (1 | ) | | | (218) | | Dividends | | | — | | | | — | | | | — | | | | — | | | | (279 | ) | | | — | | | | — | | | | (279) | | Share-based compensation | | | — | | | | — | | | | — | | | | 62 | | | | — | | | | — | | | | — | | | | 62 | | Distributions | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (32 | ) | | | (32) | | Deconsolidation of a variable interest entity | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (4 | ) | | | (4) | | Cumulative effect of the adoption of ASU2014-09 | | | — | | | | — | | | | — | | | | — | | | | (212 | ) | | | — | | | | — | | | | (212) | | Cumulative effect of the adoption of ASU2015-02 | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 5 | | | | 5 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Balance as of December 31, 2016 | | | 329 | | | | 3 | | | | — | | | | 10,220 | | | | (3,545 | ) | | | (1,001 | ) | | | (50 | ) | | | 5,627 | | Net income | | | — | | | | — | | | | — | | | | — | | | | 1,084 | | | | — | | | | 5 | | | | 1,089 | | Other comprehensive income, net of tax: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Currency translation adjustment | | | — | | | | — | | | | — | | | | — | | | | — | | | | 162 | | | | — | | | | 162 | | Pension liability adjustment | | | — | | | | — | | | | — | | | | — | | | | — | | | | 22 | | | | — | | | | 22 | | Cash flow hedge adjustment | | | — | | | | — | | | | — | | | | — | | | | — | | | | 13 | | | | — | | | | 13 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Other comprehensive income | | | — | | | | — | | | | — | | | | — | | | | — | | | | 197 | | | | — | | | | 197 | | Dividends | | | — | | | | — | | | | — | | | | — | | | | (196 | ) | | | — | | | | — | | | | (196) | | Repurchases of common stock | | | (14 | ) | | | — | | | | (891 | ) | | | — | | | | — | | | | — | | | | — | | | | (891) | | Share-based compensation | | | 2 | | | | — | | | | — | | | | 77 | | | | — | | | | — | | | | — | | | | 77 | | Distributions | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (1 | ) | | | (1) | | Spin-offs of Park and HGV | | | — | | | | — | | | | — | | | | — | | | | (4,323 | ) | | | 63 | | | | 49 | | | | (4,211) | | Cumulative effect of the adoption of ASU2016-09 | | | — | | | | — | | | | — | | | | 1 | | | | (1 | ) | | | — | | | | — | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Balance as of December 31, 2017 | | | 317 | | | | 3 | | | | (891 | ) | | | 10,298 | | | | (6,981 | ) | | | (741 | ) | | | 3 | | | | 1,691 | | Net income | | | — | | | | — | | | | — | | | | — | | | | 764 | | | | — | | | | 5 | | | | 769 | | Other comprehensive income (loss), net of tax: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Currency translation adjustment | | | — | | | | — | | | | — | | | | — | | | | — | | | | (70 | ) | | | — | | | | (70) | | Pension liability adjustment | | | — | | | | — | | | | — | | | | — | | | | — | | | | (9 | ) | | | — | | | | (9) | | Cash flow hedge adjustment | | | — | | | | — | | | | — | | | | — | | | | — | | | | 22 | | | | — | | | | 22 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Other comprehensive loss | | | — | | | | — | | | | — | | | | — | | | | — | | | | (57 | ) | | | — | | | | (57) | | Dividends | | | — | | | | — | | | | — | | | | — | | | | (184 | ) | | | — | | | | — | | | | (184) | | Repurchases of common stock | | | (23 | ) | | | — | | | | (1,721 | ) | | | — | | | | — | | | | — | | | | — | | | | (1,721) | | Share-based compensation | | | 1 | | | | — | | | | (13 | ) | | | 77 | | | | — | | | | — | | | | — | | | | 64 | | Distributions | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (1 | ) | | | (1) | | Acquisition of noncontrolling interest | | | — | | | | — | | | | — | | | | (3 | ) | | | — | | | | — | | | | — | | | | (3) | | Cumulative effect of the adoption of ASU2018-02 | | | — | | | | — | | | | — | | | | — | | | | (16 | ) | | | 16 | | | | — | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Balance as of December 31, 2018 | | | 295 | | | $ | 3 | | | $ | (2,625 | ) | | $ | 10,372 | | | $ | (6,417 | ) | | $ | (782 | ) | | $ | 7 | | | $ | 558 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
See notes to consolidated financial statements. HILTON WORLDWIDE HOLDINGS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 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. As of December 31, 2016,2018, we managed, franchised, owned or leased 4,922 hotel5,685 hotels and resort properties,resorts, totaling 804,097912,960 rooms in 104113 countries and territories. As of December 31, 2016, affiliates of The Blackstone Group L.P. (“Blackstone”) beneficially owned approximately 40.3 percent of our common stock. In March 2017, HNA Tourism Group Co., Ltd and certain affiliates (“HNA”) and certainacquired 82.5 million shares of itsHilton common stock from affiliates completed the acquisition of The Blackstone Group L.P. (“Blackstone”), resulting in a 25 percent equity interest of our common stock. In April and May 2018, HNA and Blackstone, respectively, fully divested of their investments in Hilton from affiliates of Blackstone, see Note 26: “Subsequent Events” for additional information.Hilton.
Spin-offs On January 3, 2017, we completed thespin-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”“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 in these consolidated financial statements have been retroactively adjusted to reflect the decreased number of shares resulting from the Reverse Stock Split. The retroactive 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 all periods presented.
Note 2: Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation These consolidated financial statements present the consolidated financial position and results of operations of Hilton as of and for the years ended December 31, 2016, 20152018, 2017 and 2014 giving effect to the spin-offs,2016, with the combined historical financial results of Park and HGV for the year ended December 31, 2016 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 andor HGV. Refer to Hilton’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 filed with the Securities and Exchange Commission (“SEC”) on February 15, 2017 for the presentation of Hilton for the same periods without giving effect to the spin-offs. 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 determine 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 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 for all periods presented. 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 change to the consolidated statements of operations is the disaggregation of management and franchise fee revenues.
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. Reclassifications On January 1, 2018, we adopted the requirements of Accounting Standards Update (“ASU”)No. 2014-09,Revenue from Contracts with Customers (Topic 606)(“ASU2014-09”) using the full retrospective approach as of January 1, 2016. All amounts and disclosures set forth in this prospectus reflect the necessary adjustments required for the adoption of this standard, including the reclassification of prior period balances to conform to current year presentation. See “Summary of Significant Accounting Policies” below for additional information. Summary of Significant Accounting Policies 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 are generally recognized as services are rendered and when collectibility is reasonably assured. Amounts received in advance of revenue recognition are deferred as liabilities.franchise contracts: | | • | | Franchise feesIntellectual Property (“IP”) licensesrepresent fees earned in connectiongrant the right to access our hotel system IP, including brand IP, reservations systems and property management systems.
|
| • | | Hotel management servicesinclude providingday-to-day management services of the hotels for the property owners. |
| • | | Development servicesinclude providing consultative services (e.g., design assistance and contractor selection) to the property owner to assist with the licensingconstruction of onethe hotel prior to the hotel opening. |
| • | | Pre-opening servicesinclude providing services (e.g., advertising, budgeting,e-commerce strategies, food and beverage testing) to the property owner to assist in preparing for the hotel opening. |
| • | | Substantive rights for free or discounted goods or services to hotel guestsare satisfied at the earlier point in time of our brands, usually under long-term contracts with aeither when the substantive right expires or the underlying free or discounted good or service is provided to the hotel owner. We charge a monthly franchise royalty fee,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 the same each day, and the property owner can independently benefit from each day’s services. Management and franchise fees are typically based on the sales or usage of the underlying hotel, with the exception of fixed upfront fees, which usually represent an insignificant portion of the transaction price. Franchise and licensing feesrepresent fees earned in connection with the licensing of one of our brands, usually under long-term contracts with the property owner, and include the following: | • | | Royalty feesare generally based on a percentage of hotelthe hotel’s monthly gross room revenue as well as application and, initiation fees for new hotels entering the system. Royalty fees for our full service brandsin some cases, may also include a percentage of gross food and beverage revenues and other revenues, whereas applicable. We also earn fees when certain franchise agreements are terminated early or there is a change in ownership. We recognize franchise fee revenue as theThese fees are earned, whichtypically billed and collected monthly, and revenue is when all materialgenerally recognized as services or conditions have been performed or satisfied.are provided. |
| | • | | BaseApplication, initiation and other managementfeesare charged when: (i) new hotels enter our system; (ii) there is a change of ownership of a hotel; or (iii) contracts with properties already in our system are extended. These fees are typically fixed and incentivecollected upfront and are recognized as revenue over the term of the franchise contract. We do not consider this advance consideration to include a significant financing component, since it is used to protect us from the property owner failing to adequately complete some or all of its obligations under the contract.
|
| • | | Licensing feesare 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 theco-branded credit card occurs; see further discussion below under “Hilton Honors.” |
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. Management feesrepresent fees earned from hotels that we manage, usually under long-term contracts with the property owner, and include the following: | • | | Base management feesrepresent fees earned from hotels that we manage, usually under long-term contracts with the property owner. Management fees usually include a base fee, which isare generally based on a percentage of hotel revenues,the hotel’s monthly gross revenue. Base fees are typically billed and an incentive fee, whichcollected monthly, and revenue is typicallygenerally recognized as services are provided. |
| • | | Incentive management feesare 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 over aone-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. Additionally, weIncentive 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. | receive one-time upfront fees upon execution of certain management contracts. We recognize base fees as revenue when earned in accordance with the terms of the management agreement. For incentive fees, we recognize those amounts that would be due if the contract was terminated at the financial statement date. One-time, upfront fees are recognized when all conditions have been substantially performed or satisfied by us.We do 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 hotel room sales occur in exchange for licenses of our brand names over the terms of the franchise contracts and (ii) base management fees 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 propertiesrepresent amounts that are contractually reimbursed to us by property owners, either directly as costs are incurred or indirectly through fees that are billed and collected in advance related to certain costs and expenses of the related properties, and include the following: |
| | • | | Owned and leased hotel revenuesprimarily consist of room rentals, food and beverage sales and other ancillary goods and services from owned, leased and consolidated non-wholly owned hotel properties. Revenues are recorded when rooms are occupied or goods and services have been delivered or rendered.
|
| • | | Other revenuesDirect reimbursementsinclude 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. |
| • | | Other revenues from managed and franchised propertiesrepresent payroll and related costs and certain other operating costs of the managed and franchised properties’ operations, marketing expenses and other expenses associated with our brands and shared services thatwhich are contractually reimbursed to us by the property owners or paid from fees collected in advance from these properties when the costsas expenses are incurred. The correspondingRevenue 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, resultingthat 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 reimbursementsinclude marketing expenses and other expenses associated with our brands and shared services, which are paid from fees collected by Hilton from the managed and franchised properties. Indirect reimbursements are typically billed and collected monthly, based on the underlying hotel’s sales or usage (such as gross room revenue and number of reservations processed), and revenue is generally recognized as services are provided. System implementation fees charged to property owners are deferred and recognized as revenue over the term of the management or franchise contract. The corresponding expenses are expensed as incurred and are presented as other expenses from managed and franchised properties in our consolidated statements of operations and are expected to equal the revenues earned from indirect reimbursements over time. |
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 fee revenue and indirect reimbursements in the period earned per the terms of the contract and revenue related to direct reimbursements in the period in which the cost is incurred. 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: | • | | Cancellable room reservations or ancillary servicesare 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 reservationsrepresent 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 servicesare satisfied at the earlier of when: (i) the substantive right expires or (ii) the underlying free or discounted good or service is provided to the hotel guest. |
| • | | Other ancillary goods and servicesare 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 reservationsfor 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 revenuesprimarily consist of hotel room 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 consolidatednon-wholly owned hotel 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 hotels. Taxes and fees collected on behalf of governmental agencies 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 historical 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.financial statements. Cash and Cash Equivalents Cash and cash equivalents include all highly liquid investments with original maturities, when purchased, of three months or less. 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 deposits for assets we plan to acquire.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. 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 affiliateaffiliates of Blackstone (the “Merger”), we recorded goodwill representing the excess purchase price over the fair value of the other identified assets and liabilities. 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 20:19: “Business Segments.” 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 of its carrying value. If we cannot determine qualitatively that the fair value is in excess of the 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 to 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 would be recognized in our consolidated statements of operations in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. Brands We perform this evaluation annuallymanage, franchise, own and lease 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. As of December 31, 2018, our brand portfolio included Waldorf Astoria Hotels & Resorts, LXR Hotels & Resorts, Conrad Hotels & Resorts, Canopy by Hilton, Hilton Hotels & Resorts, Curio Collection by Hilton, DoubleTree by Hilton, Tapestry Collection by Hilton, Embassy Suites by Hilton, Motto 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 of the Merger, our brands were assigned a fair value based on a common valuation technique known as the relief from royalty approach. LXR Hotels & Resorts, Canopy by Hilton, Curio Collection by Hilton, Tapestry Collection by Hilton, Motto by Hilton, Tru by Hilton, and Home2 Suites by Hilton were launchedpost-Merger and, as such, they 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 brands intangible assets for impairment on an annual basis or at an interim dateother times during the year 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 of its carrying value. If we cannot determine qualitatively that the fair value is in excess of the carrying value, or if we decide to bypass the qualitative assessment, we proceed to theperform a quantitative process. This process 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 with its carrying value, including goodwill.analysis. 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 amount, goodwill of the reporting unit is not impaired; otherwise, an impairment loss is recognized within our consolidated statement of operations in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. Brands
We own, lease, operate and franchise 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. As of December 31, 2016, our brand portfolio included Hilton Hotels & Resorts, Waldorf Astoria Hotels & Resorts, Conrad Hotels & Resorts, Canopy by Hilton, Curio - A Collection by Hilton, DoubleTree 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 of the Merger, our brands were assigned a fair value based on a common valuation technique known as the relief from royalty approach. Canopy by Hilton, Curio - A Collection by Hilton, Tru by Hilton and Home2 Suites by Hilton were launched post-Merger and, as such, they were not assigned fair values. We evaluate our brands 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 of the brand is below the carrying value. If we cannot determine qualitatively that the fair value is in excess of the carrying value, or we decide to bypass the qualitative assessment, we proceed to the quantitative process.flows. If a brand’sbrand intangible asset’s estimated current fair value is less than its respective carrying value, the excess of the carrying value over the estimated fair value is recognized in our consolidated statements of operations withinas an impairment loss.
Intangible Assets with Finite Useful Lives We have certain finite lived intangible assets that were initially recorded at their fair value at the time of the Merger. These intangible assets consist of management agreements,contracts, franchise contracts, leases, certain proprietary technologies and our Hilton Honors guest loyalty program, Hilton Honors.program. Additionally, we capitalize direct and incrementalcash consideration paid to incentivize hotel owners to enter into management and franchise contracts with us as contract acquisition costs and the incremental costs to obtain or fulfill the contracts as finite lived intangible assets. development commissions, which are generally fixed. We also capitalize costs incurred to developinternal-use computer software and costs to acquire software licenses, as 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. We capitalizelives, 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). 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, based on 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 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 software development costs are included as investing activities.
We review all finite 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 amounts may not be recoverable.value by comparing the expected undiscounted future cash flows to the net book 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 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’sasset group carrying value by comparing the expected undiscounted future cash flows to the net book value of the asset.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 recorded 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 asset,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. 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 and/or through the normal operation of the asset. 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 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 costs of operating the program, which include marketing, promotion, communication, administration and the estimated cost of award redemptions. Hilton Honors member points are accumulated andpoints. Points may be redeemed for the right to stay at participating 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. As points are issued to a Hilton Honors records a liability related to revenuemember, 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 the 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. 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 redeemed forleased hotel stay certificatesrevenues, since we are used by members or their designees atalso the respective properties. Additionally, when members ofguest loyalty program sponsor. For the Hilton Honors loyalty programfees that are charged to the participating properties, we allocate the 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. The transaction prices for the Hilton Honors points 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 amount of revenue recognized when each point is 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 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 fromco-brand credit card arrangements (see “Management and franchise revenues” within the “Revenue Recognition” section above). Theco-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 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 hotelshotel revenues in our consolidated statements of operations. Fair Value Measurements - 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 (an(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 1—Valuation is based upon quoted prices (unadjusted) for identical assets or liabilities in active markets. |
Level 2 - Valuation is based upon quoted prices for similar assets and liabilities in active markets, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the instrument.
| • | | Level 2—Valuation is based upon quoted prices for similar assets and liabilities in active markets, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the instrument. |
Level 3 - Valuation is based upon other unobservable inputs that are significant to the fair value measurement.
| • | | 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. 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. Under the terms of certain loan agreements, we are required to maintain derivative financial instruments to manage interest rates. 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: a hedge of a forecasted transaction or the variability of cash flows to be paid (“cash flow hedge”), a hedge of the fair value of a recognized asset or liability (“fair value hedge”) or a hedge of our investment in a foreign currency exposureoperation (“net investment hedge”). Changes in the fair value of a derivative that is qualified, designated and highly effective 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 effective 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 instrumentsinstrument 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. Cashflows, while cash flows from undesignated derivative financial instruments are included as an investing activity in our consolidated statements of cash flows.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 ourthe consolidated balance sheets and determining the foreign currency exposure of the net investment of the foreign operation for a net investment hedge. 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 notno 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 States 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 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 as gain (loss) on foreign currency transactions in our consolidated statements of 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 as other comprehensive income (loss) in our consolidated statements of comprehensive income (loss). 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 programs. We purchase insurance coverage for claim amounts that exceed our deductible obligations. In addition, through our captive insurance subsidiary, we participate in a reinsurance arrangementarrangements that providesprovide coverage for a certain portion of our deductibles.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 these amounts 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 and 2017 Omnibus Incentive Plan (the “Stock Plan”), which was adopted on December 11, 2013,Plans, we award time-vesting restricted stock units and restricted stock (“RSUs”), nonqualified stock options (“options”), and performance-vesting restricted stock units and restricted stock (collectively, “performance shares”) to our eligible employees and deferred share units (“DSUs”) to eligible employees andmembers of our board of directors. | | • | | RSUsgenerally vest in equal annual installments over two or three years from the date of grant. Vested RSUs generally will be settled for ourthe 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 date of grant.grant date. |
| | • | | Optionsvest over three years in equal annual installments from the grant date of grant and will terminate 10 years from the grant date of grant or earlier if the individual’s service terminates.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.grant date. The grant date fair value per share is estimated using the Black-Scholes-Merton Model.option-pricing model. |
| | • | | Performance sharesare settled at the end of a three-year performance period with 50 percent of the sharesawards subject to achievement based on a measurethe compound annual growth rate (“CAGR”) of (i) the Company’s total shareholder return relativeadjusted earnings before interest expense, a provision for income taxes and depreciation and amortization (“Adjusted EBITDA”), referred to the total shareholder return of members of a peer company group (“relative shareholder return”)as EBITDA CAGR, and the other 50 percent of the sharesawards subject to achievement based on (ii) the Company’s earnings before interest expense, income tax and depreciation and amortizationfree cash flow (“EBITDA”FCF”) compound annual growth rate (“EBITDA CAGR”).per share CAGR, referred to as FCF CAGR. The total number of performance shares that vest based onrelated to each performance measure (relative shareholder return and EBITDA CAGR) is based on an achievement factor that, in each case,both cases, ranges from a zero percent to 200 percent payout. The grant date fair value of the relative shareholder return awards is estimated using the Monte Carlo Simulation, and the grant date fair valueper share for the EBITDA CAGRthese awards is equal to the closing stock price on the date of grant.grant date. |
| | • | | DSUsare issued to our independent directors and are fully vested andnon-forfeitable on the date of grant.grant date. DSUs are settled for shares of ourthe Company’s common stock, which are deliverable upon the earlier of termination of the individual’s service on our board of directors or a change in control. The grant date fair value per share is equal to the closing stock price on the date of grant.grant date. |
We recognize the cost of services received in these share-based payment transactions withwhen services from the employees as services are received and recognize either a corresponding increase in additionalpaid-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. The measurement objective for these equity awards is the estimated fair value at the 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 at 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. 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. On December 22, 2017, H.R.1, known as the Tax Cuts and Jobs Act of 2017 (the “TCJ Act”) was signed into law and included widespread changes to the Internal Revenue Code including, among other items, the creation of new taxes on certain foreign earnings. The TCJ Act subjects a U.S. stockholder to current tax on global intangiblelow-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 expense 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 both GILTI and the FDII deduction in our effective tax rate. See Note 14: “Income Taxes” for additional information on the effects of the TCJ Act 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”“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 themore-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,February 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards UpdateASUNo. 2018-02 (“ASU”) No. 2017-04 (“ASU 2017-04”2018-02”),Intangibles - Goodwill andIncome Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other (Topic 350): Simplifying the Test for Goodwill ImpairmentComprehensive Income. This ASU simplifiespermits a reclassification from accumulated other comprehensive income (loss) to retained earnings (deficit) for stranded tax effects that do not reflect the subsequent measurementappropriate tax rates as a result of goodwill by removing Step 2 from the goodwill impairment test.TCJ Act. We elected,early adopted, as permitted by the standard, the provisions of ASU2018-02 during the fourth quarter of 2018 and reclassified $16 million from accumulated other comprehensive loss to early adopt ASU 2017-04 on a prospective basisaccumulated deficit as of January 1, 2017. The adoption did not have a material effect on our consolidated financial statements.2018. In March 2016,2017, the FASB issued ASUNo. 2016-092017-07 (“ASU 2016-09”2017-07”),Compensation - Stock CompensationCompensation—Retirement Benefits (Topic 718)715): Improvements to Employee Share-Based Payment Accounting.Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. This ASU is intendedrequires employers to simplify several aspectsreport the service cost component of net periodic pension cost in the accounting for share-based payment transactions, including the accounting for income taxes, forfeitures and statutory withholding requirements, as well as classification insame line item or items of the statement of cash flows.operations as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net periodic pension cost must be presented separately from the service cost component and outside of a subtotal of income (loss) from operations. We adopted ASU 2016-09 as of2017-07 on 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 have 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 ASU2018 on a retrospective basis in our consolidated statements of cash flows,operations, which includes presenting: (i) excess tax benefits as an operating activity, which were previously presented as a financing activity;the service cost component of net periodic pension cost in owned and leased hotel expenses and general and administrative expenses and (ii) cash paymentsthe other components of net periodic pension cost in othernon-operating income (loss), net. Prior to tax authorities for employee taxes when shares are withheld to meet statutory withholding requirements as a financing activity, whichadoption, all net periodic pension costs were previously presented as an operating activity. In August 2016, the FASB issued ASU No. 2016-15 (“ASU 2016-15”),Statement of Cash Flows (Topic 230) - Classification of Certain Cash Receipts and Cash Payments.This ASU addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. In November 2016, the FASB issued ASU No. 2016-18 (“ASU 2016-18”),Statement of Cash Flows (Topic 230) - Restricted Cash. This ASU requires amounts generally described as restricted cash and restricted cash equivalents to be included with cash and cash equivalents when reconciling beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The provisions of both ASUs are effective for reporting periods beginning after December 15, 2017 and are to be applied retrospectively; early adoption is permitted. We elected, as permitted
by the standards, to early adopt ASU 2016-15 and ASU 2016-18 in the fourth quarter of 2016, and we restated all prior periods presented in owned and leased hotel expenses and general and administrative expenses. We have applied the consolidated statements of cash flows. The adoption of ASU 2016-15 did not have a material effect on our consolidated financial statements. Thepractical expedient permitting us to use the amounts disclosed in Note 15: “Employee Benefit Plans” for the prior comparative periods as the estimation basis for applying the retrospective presentation requirements. See the “Prior Period Financial Information” below for the effect of the adoption of ASU 2016-182017-07 on our consolidated statements of cash flows was to include restricted cash and restricted cash equivalents balances inoperations for the beginning and end of period balances of cash, restricted cash and cash equivalents. The change in restricted cash and restricted cash equivalents was previously disclosed in operating activities, investing activities and financing activities in the consolidated statements of cash flows.
In April 2015, the FASB issued ASU No. 2015-03 (“ASU 2015-03”),Interest - Imputation of Interest (Subtopic 835-30) - Simplifying the Presentation of Debt Issuance Costs. This ASU requires debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the debt liability rather than as an asset, which is consistent with the presentation of debt discounts and premiums. In August 2015, the FASB issued ASU No. 2015-15 (“ASU 2015-15”),Interest - Imputation of Interest (Subtopic 835-30) - Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements, which clarifies that, absent authoritative guidance in ASU 2015-03 for debt issuance costs related to line-of-credit arrangements, the staff of the SEC would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. We adopted ASU 2015-03 and ASU 2015-15 retrospectively as of January 1, 2016. As a result, approximately $61 million of debt issuance costs that were previously presented in other non-current assets as ofyears ended December 31, 2015 are now included within long-term debt. We elected to continue presenting the debt issuance costs related to our line-of-credit arrangements within other non-current assets.
In February 2015, the FASB issued ASU No. 2015-02 (“ASU 2015-02”),Consolidation (Topic 810) - Amendments to the Consolidation Analysis. This ASU modifies existing consolidation guidance for reporting organizations that are required to evaluate whether they should consolidate certain legal entities. All legal entities are subject to reevaluation under the revised consolidation model. We elected, as permitted by the standard, to adopt ASU 2015-02 as of January 1, 2016 using a modified retrospective approach by recording a cumulative-effect adjustment to equity as of January 1, 2016 of approximately $5 million. Additionally, certain consolidated entities that were not previously considered VIEs prior to the adoption of ASU 2015-02 were considered to be VIEs for which we are the primary beneficiary2017 and continue to be consolidated following adoption; prior period VIE disclosures do not include the balances or activity associated with these VIEs.
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 inLeases (Topic 840) and generally requires all leases, including operating leases, to be recognized in the statement of financial position as right-of-use assets and lease liabilities by lessees. The provisions of ASU 2016-02 are to be applied using a modified retrospective approach and are effective for reporting periods beginning after December 15, 2018; early adoption is permitted. We are currently evaluating the effect that this ASU will have on our consolidated financial statements, but we expect this ASU to have a material effect on our consolidated balance sheet.2016.
In May 2014, the FASB issued ASU No. 2014-09 (“ASU 2014-09”),Revenue from Contracts with Customers (Topic 606).2014-09. This ASU supersedes the revenue recognition requirements inRevenue Recognition (Topic 605)and requires entities to recognize revenue when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration the entity expects to receive in exchange for those goods or services. Subsequent to ASU2014-09, the FASB has issued several related ASUs. ASUs to clarify the application of the new revenue recognition standard, collectively referred to herein as ASU2014-09. We adopted the requirements of ASU2014-09 on January 1, 2018 using the full retrospective approach, as permitted by the standard, resulting in a cumulative adjustment to accumulated deficit of $212 million as of January 1, 2016. The provisions of ASU2014-09 and the related ASUs will be effective beginning January 1, 2018. This ASU permits two transition approaches: retrospective or modified retrospective. We are still evaluating affected our transition approach and expect to reach a decision in the second quarter of 2017. We anticipate that ASU 2014-09 will have a material effect on our consolidated financial statements. However, we expect revenue recognition related to our accounting for ongoing royalty and management fee revenues, direct reimbursable fees from our management and franchise agreements and hotel guest transactions at our owned and leased hotels to remain substantially unchanged.
While we are continuing to assess all other potential effects of the standard, we currently believe the provisions of ASU 2014-09 will affect revenue recognition as follows: (i) application
Application, initiation and initiationother fees for new hotels entering the system will beare recognized over the term of the franchise agreement; (ii) certain contract, rather than upon execution of the contract and the unamortized portion of these fees is included in deferred revenues in our consolidated balance sheets. Contract acquisition costs related to our management and franchise agreements will becontracts are recognized over the term of the agreementscontracts as a reduction to revenue; and (iii) incentiverevenue, instead of as amortization expense. This change does not affect net income (loss). Incentive management fees will beare 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. We doflows, as opposed to recognizing amounts that would be due if the management contract was terminated at the end of the reporting period. This change does not expect the changes in revenue recognition for certain contract acquisition costs or incentive management fees to affect the Company’s net income (loss) for any full year period. We Revenue related to our Hilton Honors guest loyalty program is recognized upon point redemption, net of any reward reimbursement paid to a third party, as opposed to recognized on a gross basis at the time points are currently assessingissued in conjunction with the effectaccrual of the standard on indirect reimbursableexpected future cost of the reward reimbursement. Additionally, points issued at owned and leased hotels are accounted for as a reduction of owned and leased hotel revenues, as opposed to owned and leased hotel expenses. Fees received in excess of the estimated liability for guest loyalty program are included in deferred revenues in our consolidated balance sheets. Reimbursable fees related to our management and franchise agreementscontracts are recognized as they are billed, as opposed to when we incur the related expenses. Timing differences related to the receipt and spend of these fees will no longer be recorded in other assets and other liabilities in our consolidated balance sheets. We have not retrospectively restated for contract modifications of management and franchise contracts that occurred before January 1, 2016. Instead, we have reflected the accounting for our guest loyalty program.aggregate effect of all contract modifications when identifying the satisfied and unsatisfied performance obligations, determining the transaction price and allocating the transaction price. The estimated effect of applying this practical expedient is to use a longer period over which to recognize on a straight line basis any fixed consideration either received from the customer or paid to the customer, since all fees will be amortized over the full contract term beginning on the date of initial execution, rather than amortizing fees received upon contract modifications prospectively from the contract modification date. We continue to update our assessmentdo not anticipate that this effect is material given the insignificance of the fixed consideration compared to the overall consideration we expect to earn over the term of the contract. We also elected not to disclose the amount of the transaction price and timing of revenue recognition related to our remaining performance obligations as of December 31, 2017. See the “Prior Period Financial Information” below for the effect of the adoption of ASU2014-09 on our consolidated balance sheet as of December 31, 2017 and our consolidated statements of operations for the years ended December 31, 2017 and 2016. Prior Period Financial Information The following table presents the effect of the adoption of ASU2014-09 for the line items affected in our consolidated balance sheet: | | | | | | | | | | | | | | | | December 31, 2017 | | | | | As Previously
Reported | | | Adoption of
ASU 2014-09 | | | As Adjusted | | | | | (in millions) | | ASSETS | | | | | | | | | | | | | Accounts receivable, net | | $ | 998 | | | $ | 7 | | | $ | 1,005 | | Prepaid expenses | | | 111 | | | | 16 | | | | 127 | | Other current assets | | | 171 | | | | (2 | ) | | | 169 | | Management and franchise contracts, net | | | 909 | | | | 44 | | | | 953 | | Deferred income tax assets | | | 113 | | | | (2 | ) | | | 111 | | Othernon-current assets | | | 434 | | | | (143 | ) | | | 291 | | TOTAL ASSETS | | | 14,308 | | | | (80 | ) | | | 14,228 | | | | | | | | | | | | | | | LIABILITIES AND EQUITY | | | | | | | | | | | | | Current liabilities: | | | | | | | | | | | | | Accounts payable, accrued expenses and other(1) | | | 1,487 | | | | (71 | ) | | | 1,416 | | Current portion of deferred revenues(1) | | | 41 | | | | 325 | | | | 366 | | Current portion of liability for guest loyalty program(1) | | | 622 | | | | — | | | | 622 | | Deferred revenues | | | 97 | | | | 732 | | | | 829 | | Deferred income tax liabilities | | | 1,063 | | | | (132 | ) | | | 931 | | Other long-term liabilities | | | 1,470 | | | | (550 | ) | | | 920 | | Total liabilities | | | 12,233 | | | | 304 | | | | 12,537 | | Equity: | | | | | | | | | | | | | Accumulated deficit | | | (6,596 | ) | | | (385 | ) | | | (6,981 | ) | Accumulated other comprehensive loss | | | (742 | ) | | | 1 | | | | (741 | ) | Total equity | | | 2,075 | | | | (384 | ) | | | 1,691 | | TOTAL LIABILITIES AND EQUITY | | | 14,308 | | | | (80 | ) | | | 14,228 | |
| (1) | The current portion of deferred revenues and current portion of liability for guest loyalty program have been separated from accounts payable, accrued expenses and other in the “As Previously Reported” column to conform with current presentation. |
The following tables present the effect of the adoption of ASU2014-09 and ASU2017-07 on our consolidated statements of operations: | | | | | | | | | | | | | | | | | | | | Year Ended December 31, 2017 | | | | | As Previously
Reported | | | Adoption of
ASU 2014-09 | | | Adoption of
ASU 2017-07 | | | As Adjusted | | | | | | | | (in millions) | | | | | Revenues | | | | | | | | | | | | | | | | | Franchise and licensing fees | | $ | 1,382 | | | $ | (61) | | | $ | — | | | $ | 1,321 | | Base and other management fees | | | 336 | | | | (12) | | | | — | | | | 324 | | Incentive management fees | | | 222 | | | | — | | | | — | | | | 222 | | Owned and leased hotels | | | 1,450 | | | | (18) | | | | — | | | | 1,432 | | Other revenues | | | 105 | | | | — | | | | — | | | | 105 | | | | | | | | | | | | | | | | | | | | | | 3,495 | | | | (91) | | | | — | | | | 3,404 | | Other revenues from managed and franchised properties | | | 5,645 | | | | (918) | | | | — | | | | 4,727 | | | | | | | | | | | | | | | | | | | Total revenues | | | 9,140 | | | | (1,009) | | | | — | | | | 8,131 | | | | | | | | | | | | | | | | | | | Expenses | | | | | | | | | | | | | | | | | Owned and leased hotels | | | 1,286 | | | | (18) | | | | 1 | | | | 1,269 | | Depreciation and amortization | | | 347 | | | | (11) | | | | — | | | | 336 | | General and administrative | | | 434 | | | | — | | | | 5 | | | | 439 | | Other expenses | | | 56 | | | | — | | | | — | | | | 56 | | | | | | | | | | | | | | | | | | | | | | 2,123 | | | | (29) | | | | 6 | | | | 2,100 | | Other expenses from managed and franchised properties | | | 5,645 | | | | (746) | | | | — | | | | 4,899 | | | | | | | | | | | | | | | | | | | Total expenses | | | 7,768 | | | | (775) | | | | 6 | | | | 6,999 | | | | | | | | | | | | | | | | | | | Operating income | | | 1,372 | | | | (234) | | | | (6) | | | | 1,132 | | | | | | | | | | | | | | | | | | | Interest expense | | | (408) | | | | 57 | | | | — | | | | (351) | | Gain on foreign currency transactions | | | 3 | | | | — | | | | — | | | | 3 | | Loss on debt extinguishment | | | (60) | | | | — | | | | — | | | | (60) | | Othernon-operating income, net | | | 23 | | | | — | | | | 6 | | | | 29 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Income before income taxes | | | 930 | | | | (177) | | | | — | | | | 753 | | | | | | | | | | | | | | | | | | | Income tax benefit | | | 334 | | | | 2 | | | | — | | | | 336 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net income | | | 1,264 | | | | (175) | | | | — | | | | 1,089 | | Net income attributable to noncontrolling interests | | | (5) | | | | — | | | | — | | | | (5) | | | | | | | | | | | | | | | | | | | Net income attributable to Hilton stockholders | | $ | 1,259 | | | $ | (175) | | | $ | — | | | $ | 1,084 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Earnings per share: | | | | | | | | | | | | | | | | | Basic | | $ | 3.88 | | | | | | | | | | | $ | 3.34 | | | | | | | | | | | | | | | | | | | Diluted | | $ | 3.85 | | | | | | | | | | | $ | 3.32 | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | Year Ended December 31, 2016 | | | | | As Previously
Reported | | | Adoption of
ASU 2014-09 | | | Adoption of
ASU 2017-07 | | | As Adjusted | | | | | (in millions) | | Revenues | | | | | | | | | | | | | | | | | Franchise and licensing fees | | $ | 1,154 | | | $ | (63) | | | $ | — | | | $ | 1,091 | | Base and other management fees | | | 242 | | | | (12) | | | | — | | | | 230 | | Incentive management fees | | | 142 | | | | — | | | | — | | | | 142 | | Owned and leased hotels | | | 1,452 | | | | (18) | | | | — | | | | 1,434 | | Other revenues | | | 82 | | | | — | | | | — | | | | 82 | | | | | | | | | | | | | | | | | | | | | | 3,072 | | | | (93) | | | | — | | | | 2,979 | | Other revenues from managed and franchised properties | | | 4,310 | | | | (713) | | | | — | | | | 3,597 | | | | | | | | | | | | | | | | | | | Total revenues | | | 7,382 | | | | (806) | | | | — | | | | 6,576 | | | | | | | | | | | | | | | | | | | Expenses | | | | | | | | | | | | | | | | | Owned and leased hotels | | | 1,295 | | | | (18) | | | | 2 | | | | 1,279 | | Depreciation and amortization | | | 364 | | | | (11) | | | | — | | | | 353 | | General and administrative | | | 403 | | | | — | | | | 6 | | | | 409 | | Other expenses | | | 66 | | | | — | | | | — | | | | 66 | | | | | | | | | | | | | | | | | | | | | | 2,128 | | | | (29) | | | | 8 | | | | 2,107 | | Other expenses from managed and franchised properties | | | 4,310 | | | | (701) | | | | — | | | | 3,609 | | | | | | | | | | | | | | | | | | | Total expenses | | | 6,438 | | | | (730) | | | | 8 | | | | 5,716 | | | | | | | | | | | | | | | | | | | Gain on sales of assets, net | | | 8 | | | | — | | | | — | | | | 8 | | | | | | | | | | | | | | | | | | | Operating income | | | 952 | | | | (76) | | | | (8) | | | | 868 | | | | | | | | | | | | | | | | | | | Interest expense | | | (394) | | | | 60 | | | | — | | | | (334) | | Loss on foreign currency transactions | | | (16) | | | | — | | | | — | | | | (16) | | Othernon-operating income, net | | | 14 | | | | — | | | | 8 | | | | 22 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Income from continuing operations before income taxes | | | 556 | | | | (16) | | | | — | | | | 540 | | | | | | | | | | | | | | | | | | | Income tax expense | | | (564) | | | | 7 | | | | — | | | | (557) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Loss from continuing operations, net of taxes | | | (8) | | | | (9) | | | | — | | | | (17) | | Income from discontinued operations, net of taxes | | | 372 | | | | (1) | | | | — | | | | 371 | | | | | | | | | | | | | | | | | | | Net income | | | 364 | | | | (10) | | | | — | | | | 354 | | Net income attributable to noncontrolling interests | | | (16) | | | | — | | | | — | | | | (16) | | | | | | | | | | | | | | | | | | | Net income attributable to Hilton stockholders | | $ | 348 | | | $ | (10) | | | $ | — | | | $ | 338 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Earnings (loss) per share: | | | | | | | | | | | | | | | | | Basic: | | | | | | | | | | | | | | | | | Net loss from continuing operations per share | | $ | (0.05) | | | | | | | | | | | $ | (0.08) | | Net income from discontinued operations per share | | | 1.11 | | | | | | | | | | | | 1.11 | | | | | | | | | | | | | | | | | | | Net income per share | | $ | 1.06 | | | | | | | | | | | $ | 1.03 | | | | | | | | | | | | | | | | | | | Diluted: | | | | | | | | | | | | | | | | | Net loss from continuing operations per share | | $ | (0.05) | | | | | | | | | | | $ | (0.08) | | Net income from discontinued operations per share | | | 1.11 | | | | | | | | | | | | 1.11 | | | | | | | | | | | | | | | | | | | Net income per share | | $ | 1.06 | | | | | | | | | | | $ | 1.03 | | | | | | | | | | | | | | | | | | |
Accounting Standards Not Yet Adopted In August 2018, the FASB issued ASUNo. 2018-15 (“ASU2018-15”),Intangibles – Goodwill and Other –Internal-use Software (Subtopic350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract.This ASU aligns guidance for capitalizing implementation costs incurred in a cloud computing arrangement that ASU 2014-09is a service contract with guidance for capitalizing implementation costs to develop or obtaininternal-use software. Capitalized implementation costs will be amortized over the term of the arrangement and related ASUs willpresented in the same line item in the statement of operations as the fees associated with the service contract. The provisions of ASU2018-15 are effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years; early adoption is permitted. We intend to adopt ASU2018-15 on January 1, 2019 on a prospective basis, and we do not expect it to have a material effect on our consolidated financial statements, statements. In February 2016, the FASB issued ASUNo. 2016-02 (“ASU2016-02”),Leases (Topic 842),which supersedes existing guidance on accounting for leases inLeases (Topic 840)and generally requires all leases, including operating leases, to be recognized in the statement of financial position of lessees asright-of-use (“ROU”) assets and lease liabilities, with certain practical expedients available. Subsequent to ASU2016-02, 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 ASU2016-02. 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. We will adopt ASU2016-02 on January 1, 2019 and apply the package of practical expedients included therein, as well as utilize the transition method included in ASU 2018-11. By applying ASU2016-02 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 will remain unchanged and in accordance withLeases (Topic 840). On January 1, 2019, we will disclose further material effects, if any, when known.expect to recognize additional ROU assets of between $0.9 billion and $1.1 billion and lease liabilities of between $1.2 billion and $1.4 billion in our consolidated balance sheet, with the difference recognized in accumulated deficit as a result of the impairment of ROU assets that occurred in periods prior to the adoption date. In preparation for the adoption, we have designed internal controls and information system functionality to enable the preparation of the necessary financial information and have reached conclusions on key accounting assessments. Note 3: Discontinued Operations On January 3, 2017, we completed thespin-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”“Spin-Off 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 thespin-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 thespin-offs, on January 2, 2017, Hilton entered into several agreements with Park and HGV that govern Hilton’s relationship with them following theSpin-Off Distribution, including the following: Distribution Agreement
The Company entered intoincluding: (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, regarding the principal actions taken or to be taken in connection with the spin-offs. The Distribution Agreement provides for certain transfers of assets and assumptions of liabilities by each of Hilton, Park and HGV and the settlement or extinguishment of certain liabilities and other obligations among Hilton, Park and HGV. In addition to the allocation of assets and liabilities detailed in the Distribution Agreement, Hilton, Park and HGV have agreed that losses related to certain contingent liabilities (and related costs and expenses) that generally are not specifically attributable to any of the separated real estate business, the timeshare business or the retained business of Hilton will be apportioned among the parties according to fixed percentages: 65 percent, 26 percent and 9 percent for each of Hilton, Park and HGV, respectively. In addition, costs and expenses of, and indemnification obligations to, third- party professional advisors arising out of the foregoing actions also may be subject to these provisions. Subject to certain limitations and exceptions, Hilton shall generally be vested with the exclusive management and control of all matters pertaining to any such contingent liabilities, including the prosecution of any claim and the conduct of any defense. The Distribution Agreement also provides for cross-indemnities that, except as otherwise provided in the Distribution Agreement, are principally designed to place financial responsibility for the obligations and liabilities of each business with the appropriate company. Employee Matters Agreement
The Company entered into an Employee Matters Agreement with Park and HGV that governs the respective rights, responsibilities and obligations of Hilton, Park and HGV after the spin-offs with respect to transferred
employees, defined benefit pension plans, defined contribution plans, non-qualified retirement plans, employee health and welfare benefit plans, incentive plans, equity-based awards, collective bargaining agreements and other employment, compensation and benefits-related matters. Generally, other than with respect to certain specified compensation and benefit plans and liabilities, each of Park and HGV assumed or retained sponsorship of, and the liabilities relating to, compensation and benefit plans and employee-related liabilities relating to its current and former employees. Additionally, outstanding Hilton equity-based awards were equitably adjusted or converted into Park or HGV awards, as applicable, in connection with the spin-offs, and Park and HGV employees no longer actively participate in Hilton’s benefit plans or programs (other than specified compensation and benefit plans).
Tax Matters Agreement
The Company entered into a Tax Matters Agreement with Park and HGV that governs the respective rights, responsibilities and obligations of Hilton, Park and HGV after the spin-offs with respect to tax liabilities and benefits, tax attributes, tax contests and other tax sharing regarding U.S. federal, state, local and foreign income taxes, other tax matters and related tax returns. Park and HGV each continue to have several liability with Hilton to the Internal Revenue Service (“IRS”) for the consolidated U.S. federal income taxes of the Hilton consolidated group relating to the taxable periods in which Park and HGV were part of that group. The Tax Matters Agreement specifies the portion, if any, of this tax liability for which Park and HGV will bear responsibility, and each party has agreed to indemnify the other two against any amounts for which they are not responsible. The Tax Matters Agreement also provides special rules for allocating tax liabilities in the event that the spin-offs are not tax-free.
The Tax Matters Agreement also provides for certain covenants that may restrict Hilton, Park or HGV’s ability to issue equity and pursue strategic or other transactions that otherwise could maximize the value of their businesses for two years after the spin-offs. These restrictions are generally inapplicable in the event that the IRS has granted a favorable ruling to Hilton, Park or HGV or in the event that Hilton, Park or HGV has received an opinion from a tax advisor that it can take such actions without adversely affecting the tax-free status of the spin-offs and related transactions.
Transition Services Agreement
The Company entered into a Transition Services Agreement (the “TSA”) with Park and HGV under which Hilton or one of its affiliates will provideprovided Park and HGV with certain services for a period of up to two years from the date of the TSA to help ensurefacilitate an orderly transition following theSpin-Off Distribution. The services that Hilton agreed to provideprovided under the TSA may include certain finance,included: finance; information technology,technology; human resources and compensation, facilities,compensation; facilities; legal and compliancecompliance; and other services. The entity providingthat provided the services iswas compensated for any such services at agreed amounts as set forth in the TSA.
HGV License Agreement
The Company entered into a license agreement with HGV grantinggrants HGV the exclusive right, for an initial term of 100 years, to use certain Hilton marks and intellectual propertyIP in its timeshare business, subject to the terms and conditions of the agreement. HGV will pay 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. HGV also will pay Hilton an annual transition fee of $5 million for each of the first five years of the term and certain other fees and reimbursements. Additionally, during the term of the license agreement, HGV will participate in Hilton’s guest loyalty program, Hilton Honors. Tax Stockholders Agreement
The Company entered into a stockholders agreement with HGV and certain entities affiliated with Blackstone intended to preserveUnder the tax-free status of the Distribution. The Tax Stockholders Agreement provides
for certain covenants that may limit issuances or repurchases of Hilton or HGV stock in excess of specified percentages, dispositions of Hilton or HGV common stock by Blackstone, and transfers of interests in certain Blackstone entities that directly or indirectly own Hilton, Park or HGV common stock. Additionally, the Tax Stockholders Agreement, which has a term of two years, may limit issuances or repurchases of stock by Hilton in excess of specified percentages.
Management and Franchise Agreements
The Company entered into management and franchise agreementscontracts with Park, whereby Park will pay agreed uponpays management fees for various services that Hilton will provideprovides 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 agreements 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 that will be calculated in accordance with the applicable management agreement. Additionally, payroll and related costs, certain other operating costs, marketing expenses and other expenses associated with Hilton’s brands and shared services will be directlyare reimbursed to Hilton by Park pursuant to the terms of the management and franchise agreements.contracts.
Financial Information During the years ended December 31, 2018 and 2017, we recognized $154 million and $157 million, respectively, of management and franchise fees and $1,167 million and $1,197 million, respectively, of other revenues from managed and franchised properties under our management and franchise contracts with Park. We also recognized franchise and licensing fees under our license agreement with HGV of $98 million and $87 million, respectively. Prior to thespin-offs, the results of Park were reported in our ownership segment and the results of HGV were reported in our timeshare segment. Following thespin-offs, we do not havereport 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 sheets:
| | | | | | | | | | | | December 31, | | | | | 2016 | | | 2015 | | | | | (in millions) | | ASSETS | | | | | | | | | Current Assets: | | | | | | | | | Cash and cash equivalents | | $ | 341 | | | $ | 76 | | Restricted cash and cash equivalents | | | 160 | | | | 147 | | Accounts receivable, net of allowance for doubtful accounts | | | 250 | | | | 212 | | Prepaid expenses | | | 48 | | | | 35 | | Inventories | | | 527 | | | | 430 | | Current portion of financing receivables, net | | | 136 | | | | 128 | | Other | | | 16 | | | | 16 | | | | | | | | | | | Total current assets of discontinued operations (variable interest entities - $92 and $79) | | | 1,478 | | | | 1,044 | | | | | | | | | | | Intangibles and Other Assets: | | | | | | | | | Goodwill | | | 604 | | | | 607 | | Management and franchise contracts, net | | | 56 | | | | 60 | | Other intangible assets, net | | | 60 | | | | 63 | | Property and equipment, net | | | 8,589 | | | | 8,708 | | Deferred income tax assets | | | 35 | | | | 19 | | Financing receivables, net | | | 895 | | | | 848 | | Investments in affiliates | | | 81 | | | | 99 | | Other | | | 27 | | | | 20 | | | | | | | | | | | Total non-current assets of discontinued operations (variable interest entities - $405 and $326) | | | 10,347 | | | | 10,424 | | | | | | | | | | | TOTAL ASSETS OF DISCONTINUED OPERATIONS | | $ | 11,825 | | | $ | 11,468 | | | | | | | | | | | LIABILITIES | | | | | | | | | Current Liabilities: | | | | | | | | | Accounts payable, accrued expenses and other | | $ | 632 | | | $ | 587 | | Current maturities of long-term debt | | | 65 | | | | 109 | | Current maturities of timeshare debt | | | 73 | | | | 110 | | Income taxes payable | | | 4 | | | | 6 | | | | | | | | | | | Total current liabilities of discontinued operations (variable interest entities - $81 and $113) | | | 774 | | | | 812 | | Long-term debt | | | 3,437 | | | | 3,948 | | Timeshare debt | | | 621 | | | | 392 | | Deferred revenues | | | 22 | | | | 32 | | Deferred income tax liabilities | | | 2,797 | | | | 2,755 | | Other | | | 17 | | | | 17 | | | | | | | | | | | TOTAL LIABILITIES OF DISCONTINUED OPERATIONS (variable interest entities - $506 and $369) | | $ | 7,668 | | | $ | 7,956 | | | | | | | | | | |
The following table presents the results of operations of Park and HGV that were included in discontinued operations in our consolidated statementsstatement of operations:operations for the year ended December 31, 2016: | | | | | | | | | | | | | | | | Year Ended December 31, | | | | | 2016 | | | 2015 | | | 2014 | | | | | (in millions) | | Revenues | | | | | | | | | | | | | Franchise fees | | $ | 38 | | | $ | 35 | | | $ | 22 | | Base and other management fees | | | 30 | | | | 27 | | | | 24 | | Owned and leased hotels | | | 2,674 | | | | 2,637 | | | | 2,463 | | Timeshare | | | 1,390 | | | | 1,308 | | | | 1,171 | | Other revenues | | | 13 | | | | 13 | | | | 10 | | Other revenues from managed and franchised properties | | | 136 | | | | 119 | | | | 124 | | | | | | | | | | | | | | | Total revenues from discontinued operations | | | 4,281 | | | | 4,139 | | | | 3,814 | | Expenses | | | | | | | | | | | | | Owned and leased hotels | | | 1,805 | | | | 1,754 | | | | 1,666 | | Timeshare | | | 948 | | | | 897 | | | | 767 | | Depreciation and amortization | | | 322 | | | | 307 | | | | 265 | | General and administrative | | | 144 | | | | 10 | | | | 5 | | Other expenses | | | 18 | | | | 24 | | | | 17 | | Other expenses from managed and franchised properties | | | 136 | | | | 119 | | | | 124 | | | | | | | | | | | | | | | Total expenses from discontinued operations | | | 3,373 | | | | 3,111 | | | | 2,844 | | Gain on sales of assets, net | | | 1 | | | | 143 | | | | — | | Operating income from discontinued operations | | | 909 | | | | 1,171 | | | | 970 | | Interest expense | | | (193 | ) | | | (198 | ) | | | (202 | ) | Gain on foreign currency transactions | | | 3 | | | | — | | | | — | | Other non-operating income (loss), net | | | (20 | ) | | | (10 | ) | | | 46 | | | | | | | | | | | | | | | Income from discontinued operations before income taxes | | | 699 | | | | 963 | | | | 814 | | Income tax expense | | | (327 | ) | | | (428 | ) | | | (311 | ) | | | | | | | | | | | | | | Income from discontinued operations, net of taxes | | | 372 | | | | 535 | | | | 503 | | Income from discontinued operations attributable to noncontrolling interests, net of taxes | | | (6 | ) | | | (7 | ) | | | (4 | ) | | | | | | | | | | | | | | Income from discontinued operations attributable to Hilton stockholders, net of taxes | | $ | 366 | | | $ | 528 | | | $ | 499 | | | | | | | | | | | | | | |
| | | | | | | (in millions) | | Total revenues from discontinued operations | | $ | 4,236 | | | | | | | Expenses | | | | | Owned and leased hotels | | | 1,770 | | Timeshare | | | 942 | | Depreciation and amortization | | | 320 | | Other | | | 298 | | | | | | | Total expenses from discontinued operations | | | 3,330 | | | | | | | Gain on sales of assets, net | | | 1 | | | | | | | Operating income from discontinued operations | | | 907 | | | | | | | Non-operating loss, net | | | (210) | | | | | | | | | | | | Income from discontinued operations before income taxes | | | 697 | | | | | | | Income tax expense | | | (326) | | | | | | | | | | | | Income from discontinued operations, net of taxes | | | 371 | | Income from discontinued operations attributable to noncontrolling interests, net of taxes | | | (6) | | | | | | | Income from discontinued operations attributable to Hilton stockholders, net of taxes | | $ | 365 | | | | | | |
The following table presents selected financial information of Park and HGV that was included in our consolidated statementsstatement of cash flows: | | | | | | | | | | | | | | | | Year Ended December 31, | | | | | 2016 | | | 2015 | | | 2014 | | | | | (in millions) | | Non-cash items included in net income: | | | | | | | | | | | | | Depreciation and amortization | | $ | 322 | | | $ | 307 | | | $ | 265 | | Gain on sales of assets, net | | | 1 | | | | 143 | | | | — | | Investing activities: | | | | | | | | | | | | | Capital expenditures for property and equipment | | $ | 255 | | | $ | 243 | | | $ | 184 | | Acquisitions, net of cash acquired | | | — | | | | (1,402 | ) | | | — | | Proceeds from asset dispositions | | | — | | | | 1,866 | | | | 31 | |
Note 4: Disposals
Hilton Sydney
In July 2015, we completed the sale of the Hilton Sydney for a purchase price of 442 million Australian dollars (equivalent to $340 million as of the closing date). As a result of the sale, we recognized a pre-tax gain of $163 million included in gain on sales of assets, net in our consolidated statement of operationsflows for the year ended December 31, 2015. 2016:
| | | | | | | | (in millions) | | Non-cash items included in net income: | | | | | Depreciation and amortization | | $ | 320 | | Gain on sales of assets, net | | | (1 | ) | | | | | | Investing activities: | | | | | Capital expenditures for property and equipment | | $ | (255 | ) |
Note 4: Revenues from Contracts with Customers Contract Liabilities The pre-tax gain was net of transaction costs, a goodwill reduction of $36 million and a reclassification of a currency translation adjustment of $25 million from accumulated other comprehensive loss into earnings concurrent withfollowing table summarizes the disposition. The goodwill reduction was due to our consideration of the Hilton Sydney property as a business within our ownership segment; therefore, we reduced the carrying amountactivity 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. Sale of Other Property and Equipment
Duringcontract liabilities during the year ended December 31, 2014, we completed2018:
| | | | | | | in millions | | Balance as of December 31, 2017 | | $ | 1,087 | | Cash received in advance and not recognized as revenue(1) | | | 377 | | Revenue recognized(1) | | | (229) | | Other(2) | | | (175) | | | | | | | Balance as of December 31, 2018 | | $ | 1,060 | | | | | | |
| (1) | Primarily related to Hilton Honors. |
| (2) | Primarily the result of changes in estimated transaction prices for our performance obligations related to points issued under Hilton Honors, which had no effect on revenues. |
We recognized revenues that were previously deferred as contract liabilities of $132 million and $211 million during the sale of two hotels for approximately $9 million. As a result of these sales, we recognized a pre-tax gain of $8 million, including the reclassification of a currency translation adjustment of $3 million from accumulated other comprehensive loss, concurrent with the disposition. The gain was included in other non-operating income, net in our consolidated statement of operations for the yearyears ended December 31, 2014.2017 and 2016, respectively. Performance Obligations As of December 31, 2018, we had $471 million of deferred revenues related to unsatisfied performance obligations under 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 $589 million of deferred revenues related to application, initiation and licensing fees, which are expected to be recognized as revenues in future periods over the terms of the related contracts. Note 5: Consolidated Variable Interest Entities As of December 31, 2016,2018 and 2017, we consolidated three VIEs: two entities that lease hotel properties and one management company. As of December 31, 2015, prior to the adoption of ASU 2015-02 and the resulting consolidation of two previously unconsolidated equity investments,We consolidated these VIEs, since we consolidated the two VIEs that lease hotel properties. In December 2016, one of the VIEs that we consolidated as a result of the adoption of ASU 2015-02 sold the hotel asset that it owned. As a result of the sale, we deconsolidated the VIE, as we no longer had the power to direct the activities that most significantly affected its performance. Our retained interest in the entity was accounted for as an equity investment and was included in other non-current assets in our consolidated balance sheet as of December 31, 2016. We are the primary beneficiaries of these consolidated VIEsthem as we have 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, | | | December 31, | | | | | 2016 | | | 2015 | | | 2018 | | | 2017 | | | | | (in millions) | | | (in millions) | | Cash and cash equivalents | | $ | 57 | | | $ | 44 | | | $ | 71 | | | $ | 73 | | Accounts receivable, net | | | 14 | | | | 15 | | | | 15 | | | | 16 | | Property and equipment, net | | | 52 | | | | 44 | | | | 68 | | | | 57 | | Deferred income tax assets | | | 58 | | | | 62 | | | | 53 | | | | 56 | | Other non-current assets | | | 53 | | | | 49 | | | | 58 | | | | 57 | | Accounts payable, accrued expenses and other | | | 33 | | | | 33 | | | | 41 | | | | 43 | | Long-term debt | | | 212 | | | | 208 | | | | 205 | | | | 212 | | Other long-term liabilities | | | | 15 | | | | 13 | |
| (1) | Includes capital lease obligations of $187 million and $191 million as of December 31, 2018 and 2017, respectively. |
During the years ended December 31, 2016, 20152018, 2017 and 2014,2016 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 June 2015, one of our 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 had previously been fully impaired, this amount was recognized as a gain in other non-operating income, net in our consolidated statement of operations during the year ended December 31, 2015.
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, 2014 | | $ | 231 | | | $ | 5,129 | | | $ | 5,360 | | | Disposition of a business(3) | | | (36 | ) | | | — | | | (36 | ) | | Balance as of December 31, 2016 | | | $ | 184 | | | $ | 5,034 | | | $ | 5,218 | | Spin-off of Park | | | | (91) | | | | — | | | | (91) | | Foreign currency translation | | | (2 | ) | | (42 | ) | | (44 | ) | | | 11 | | | | 52 | | | | 63 | | | | | | | | | | | | | | | | | | | | | Balance as of December 31, 2015 | | | 193 | | | 5,087 | | | 5,280 | | | Balance as of December 31, 2017 | | | | 104 | | | | 5,086 | | | | 5,190 | | Foreign currency translation | | | (9 | ) | | (53 | ) | | (62 | ) | | | (5) | | | | (25) | | | | (30) | | | | | | | | | | | | | | | | | | | | | Balance as of December 31, 2016 | | $ | 184 | | | $ | 5,034 | | | $ | 5,218 | | | Balance as of December 31, 2018 | | | $ | 99 | | | $ | 5,061 | | | $ | 5,160 | | | | | | | | | | | | | | | | | | | | |
| (1) | Total goodwill balancesAmounts for the ownership reporting unit include the following gross carrying values and accumulated impairment losses for the periods presented: |
| | | | Gross
Carrying
Value | | Accumulated
Impairment
Losses | | Net
Carrying
Value | | | Gross
Carrying
Value | | | Accumulated
Impairment
Losses | | | Net
Carrying
Value | | | | | (in millions) | | | | | | (in millions) | | | | | Balance as of December 31, 2014 | | $ | 1,027 | | | $ | (796 | ) | | $ | 231 | | | Disposition of a business | | | (160 | ) | | 124 | | | (36 | ) | | Balance as of December 31, 2016 | | | $ | 856 | | | $ | (672) | | | $ | 184 | | Spin-off of Park | | | | (423) | | | | 332 | | | | (91) | | Foreign currency translation | | | (2 | ) | | | — | | | (2 | ) | | | 11 | | | | — | | | | 11 | | | | | | | | | | | | | | | | | | | | | Balance as of December 31, 2015 | | | 865 | | | (672 | ) | | 193 | | | Balance as of December 31, 2017 | | | | 444 | | | | (340) | | | | 104 | | Foreign currency translation | | | (9 | ) | | | — | | | (9 | ) | | | (5) | | | | — | | | | (5) | | | | | | | | | | | | | | | | | | | | | Balance as of December 31, 2016 | | $ | 856 | | | $ | (672 | ) | | $ | 184 | | | Balance as of December 31, 2018 | | | $ | 439 | | | $ | (340) | | | $ | 99 | | | | | | | | | | | | | | | | | | | | |
| (2) | There were no accumulated impairment losses for the management and franchise reporting unit as of December 31, 2016, 20152018, 2017 and 2014.2016. |
(3) | Relates to the sale of the Hilton Sydney, see Note 4: “Disposals” for additional information. |
Intangible Assets IntangibleChanges to our brands intangible assets from December 31, 2017 to December 31, 2018 were due to foreign currency translations.
Amortizing intangible assets were as follows: | | | | | | | | | | | | | | | | December 31, 2016 | | | | | Gross
Carrying
Value | | | Accumulated
Amortization | | | Net
Carrying
Value | | | | | (in millions) | | Amortizing Intangible Assets: | | | | | | | | | | | | | Management and franchise contracts: | | | | | | | | | | | | | Management and franchise contracts recorded at Merger(1) | | $ | 2,221 | | | $ | (1,534 | ) | | $ | 687 | | Contract acquisition costs and other | | | 343 | | | | (67 | ) | | | 276 | | | | | | | | | | | | | | | | | $ | 2,564 | | | $ | (1,601 | ) | | $ | 963 | | | | | | | | | | | | | | | Other intangible assets: | | | | | | | | | | | | | Leases(1) | | $ | 276 | | | $ | (126 | ) | | $ | 150 | | Capitalized software | | | 510 | | | | (362 | ) | | | 148 | | Hilton Honors(1) | | | 335 | | | | (192 | ) | | | 143 | | Other | | | 37 | | | | (31 | ) | | | 6 | | | | | | | | | | | | | | | | | $ | 1,158 | | | $ | (711 | ) | | $ | 447 | | | | | | | | | | | | | | | Non-amortizing Intangible Assets: | | | | | | | | | | | | | Brands(1) | | $ | 4,848 | | | $ | — | | | $ | 4,848 | |
| | | | | | | | | | | | | | | | December 31, 2018 | | | | | Gross Carrying
Value | | | Accumulated
Amortization | | | Net Carrying
Value | | | | | (in millions) | | Management and franchise contracts: | | | | | | | | | | | | | Management and franchise contracts recorded at Merger(1) | | $ | 2,228 | | | $ | (1,873) | | | $ | 355 | | Contract acquisition costs | | | 525 | | | | (101) | | | | 424 | | Development commissions | | | 108 | | | | (15) | | | | 93 | | | | | | | | | | | | | | | | | $ | 2,861 | | | $ | (1,989) | | | $ | 872 | | | | | | | | | | | | | | | | | | | | | | | | | | | | Other intangible assets: | | | | | | | | | | | | | Leases(1) | | $ | 288 | | | $ | (161) | | | $ | 127 | | Capitalized software costs | | | 503 | | | | (321) | | | | 182 | | Hilton Honors(1) | | | 338 | | | | (236) | | | | 102 | | Other(1) | | | 38 | | | | (34) | | | | 4 | | | | | | | | | | | | | | | | | $ | 1,167 | | | $ | (752) | | | $ | 415 | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | December 31, 2017 | | | | | Gross Carrying
Value | | | Accumulated
Amortization | | | Net Carrying
Value | | | | | (in millions) | | Management and franchise contracts: | | | | | | | | | | | | | Management and franchise contracts recorded at Merger(1) | | $ | 2,242 | | | $ | (1,716) | | | $ | 526 | | Contract acquisition costs | | | 416 | | | | (74) | | | | 342 | | Development commissions | | | 97 | | | | (12) | | | | 85 | | | | | | | | | | | | | | | | | $ | 2,755 | | | $ | (1,802) | | | $ | 953 | | | | | | | | | | | | | | | | | | | | | | | | | | | | Other intangible assets: | | | | | | | | | | | | | Leases(1) | | $ | 301 | | | $ | (153) | | | $ | 148 | | Capitalized software costs | | | 585 | | | | (428) | | | | 157 | | Hilton Honors(1) | | | 341 | | | | (217) | | | | 124 | | Other(1) | | | 38 | | | | (34) | | | | 4 | | | | | | | | | | | | | | | | | $ | 1,265 | | | $ | (832) | | | $ | 433 | | | | | | | | | | | | | | |
| (1) | RepresentsIncludes intangible assets that were initially recorded at their fair value at the time of the Merger. |
Amortization of our amortizing intangible assets was as follows: | | | | | | | | | | | | | | | | December 31, 2015 | | | | | Gross
Carrying
Value | | | Accumulated
Amortization | | | Net
Carrying
Value | | | | | (in millions) | | Amortizing Intangible Assets: | | | | | | | | | | | | | Management and franchise contracts: | | | | | | | | | | | | | Management and franchise contracts recorded at Merger(1) | | $ | 2,249 | | | $ | (1,381 | ) | | $ | 868 | | Contract acquisition costs and other | | | 279 | | | | (58 | ) | | | 221 | | | | | | | | | | | | | | | | | $ | 2,528 | | | $ | (1,439 | ) | | $ | 1,089 | | | | | | | | | | | | | | | Other intangible assets: | | | | | | | | | | | | | Leases(1) | | $ | 315 | | | $ | (127 | ) | | $ | 188 | | Capitalized software | | | 436 | | | | (274 | ) | | | 162 | | Hilton Honors(1) | | | 341 | | | | (175 | ) | | | 166 | | Other | | | 34 | | | | (27 | ) | | | 7 | | | | | | | | | | | | | | | | | $ | 1,126 | | | $ | (603 | ) | | $ | 523 | | | | | | | | | | | | | | | Non-amortizing Intangible Assets: | | | | | | | | | | | | | Brands(1) | | $ | 4,919 | | | $ | — | | | $ | 4,919 | |
| | | | | | | | | | | | | | | | Year Ended December 31, | | | | | 2018 | | | 2017 | | | 2016 | | | | | (in millions) | | Recognized in depreciation and amortization expense(1) | | $ | 271 | | | $ | 277 | | | $ | 301 | | Recognized as a reduction of franchise and licensing fees and base and other management fees | | | 27 | | | | 17 | | | | 16 | |
| (1) | Represents intangibleIncludes amortization expense that was associated with assets that were initially recorded at their fair value at the time of the Merger.Merger of $204 million, $206 million and $208 million for the years ended December 31, 2018, 2017 and 2016, respectively, and amortization expense on capitalized software costs of $62 million, $67 million and $87 million, respectively. |
We recorded amortization expense of $312 million, $325 million and $302 million for the years ended December 31, 2016, 2015 and 2014, respectively, including $87 million, $87 million and $74 million, respectively, of amortization expense on capitalized software. Changes to our brands intangible asset between December 31, 2015 and December 31, 2016 were due to foreign currency translations.
We estimate our future amortization expense forof our amortizing intangible assets as of December 31, 2018 to be as follows: | | | | | Recognized in
Depreciation
and
Amortization
Expense | | | Recognized as
a Reduction
of Franchise
and Licensing
Fees and Base
and Other
Management
Fees | | | Year | | (in millions) | | | (in millions) | | 2017 | | $ | 285 | | | 2018 | | | 267 | | | 2019 | | | 248 | | | $ | 279 | | | $ | 27 | | 2020 | | | 199 | | | | 236 | | | | 25 | | 2021 | | | 73 | | | | 97 | | | | 24 | | 2022 | | | | 66 | | | | 22 | | 2023 | | | | 48 | | | | 22 | | Thereafter | | | 338 | | | | 137 | | | | 304 | | | | | | | | | | | | | | $ | 1,410 | | | $ | 863 | | | $ | 424 | | | | | | | | | | | |
Note 7: Property and Equipment Property and equipment were as follows: | | | | December 31, | | | December 31, | | | | | 2016 | | 2015 | | | 2018 | | | 2017 | | | | | (in millions) | | | (in millions) | | Land | | $ | 12 | | | $ | 66 | | | $ | 12 | | | $ | 12 | | Buildings and leasehold improvements | | | 384 | | | 379 | | | | 456 | | | | 428 | | Furniture and equipment | | | 357 | | | 337 | | | | 356 | | | | 346 | | Construction-in-progress | | | 14 | | | 13 | | | | 24 | | | | 17 | | | | | | | | | | | | | | | | | | 767 | | | 795 | | | | 848 | | | | 803 | | Accumulated depreciation | | | (426 | ) | | (384 | ) | | | (481) | | | | (450) | | | | | | | | | | | | | | | | | $ | 341 | | | $ | 411 | | | $ | 367 | | | $ | 353 | | | | | | | | | | | | | | |
| (1) | Buildings and leasehold improvements included $65 million and $68 million of capital lease assets as of December 31, 2018 and 2017, respectively, with associated accumulated amortization of $45 million and $43 million, respectively. |
Depreciation expense on property and equipment including assets recorded for capital leases, was $52$54 million, $60$59 million and $61$52 million during the years ended December 31, 2018, 2017 and 2016, 2015 and 2014, respectively. As of December 31, 2016 and 2015, property and equipment included approximately $122 million and $120 million, respectively, of capital lease assets primarily consisting of buildings and leasehold improvements, net of $74 million and $63 million, respectively, of accumulated depreciation.
Note 8: Accounts Payable, Accrued Expenses and Other Accounts payable, accrued expenses and other were as follows: | | | | December 31, | | | December 31, | | | | | 2016 | | | 2015 | | | 2018 | | | 2017 | | | | | (in millions) | | | (in millions) | | Accrued employee compensation and benefits | | $ | 438 | | | $ | 351 | | | $ | 532 | | | $ | 502 | | Accounts payable | | | 314 | | | | 268 | | | | 283 | | | | 282 | | Liability for guest loyalty program, current | | | 543 | | | | 494 | | | Insurance reserves, current | | | 122 | | | | 116 | | | | 199 | | | | 189 | | Other accrued expenses | | | 404 | | | | 390 | | | Other accrued expenses(1) | | | | 516 | | | | 443 | | | | | | | | | | | | | | | | | $ | 1,821 | | | $ | 1,619 | | | $ | 1,530 | | | $ | 1,416 | | | | | | | | | | | | | | |
Other accrued expenses consist of
| (1) | Includes deposit liabilities related to hotel operations and application fees, taxes, rent, interest and other accrued balances. |
Note 9: Debt Long-term Debt Long-term debt balances, including obligations for capital leases, and associated interest rates as of December 31, 20162018 were as follows: | | | | | | | | | | | | December 31, | | | | | 2016 | | | 2015 | | | | | (in millions) | | Senior notes with a rate of 5.625%, due 2021 | | $ | 1,500 | | | $ | 1,500 | | Senior notes with a rate of 4.250%, due 2024 | | | 1,000 | | | | — | | Senior secured term loan facility with a rate of 3.50%, due 2020 | | | 750 | | | | 4,225 | | Senior secured term loan facility with an average rate of 3.26%, due 2023 | | | 3,209 | | | | — | | Capital lease obligations with an average rate of 6.34%, due 2018 to 2028 | | | 227 | | | | 227 | | Other debt with an average rate of 2.65%, due 2018 to 2026 | | | 20 | | | | 20 | | | | | | | | | | | | | | 6,706 | | | | 5,972 | | Less: unamortized deferred financing costs and discount | | | (90 | ) | | | (78 | ) | Less: current maturities of long-term debt(1) | | | (33 | ) | | | (7 | ) | | | | | | | | | | | | $ | 6,583 | | | $ | 5,887 | | | | | | | | | | |
| | | | | | | | | | | | December 31, | | | | | 2018 | | | 2017 | | | | | (in millions) | | Senior notes with a rate of 4.250%, due 2024 | | $ | 1,000 | | | $ | 1,000 | | Senior notes with a rate of 4.625%, due 2025 | | | 900 | | | | 900 | | Senior notes with a rate of 5.125%, due 2026 | | | 1,500 | | | | — | | Senior notes with a rate of 4.875%, due 2027 | | | 600 | | | | 600 | | Senior secured term loan facility with a rate of 4.26%, due 2023 | | | 3,119 | | | | 3,929 | | Capital lease obligations with an average rate of 6.43%, due 2021 to 2030 | | | 225 | | | | 233 | | Other debt with an average rate of 3.08%, due 2026 | | | 17 | | | | 21 | | | | | | | | | | | | | | 7,361 | | | | 6,683 | | Less: unamortized deferred financing costs and discount | | | (79) | | | | (81) | | Less: current maturities of long-term debt(1) | | | (16) | | | | (46) | | | | | | | | | | | | | $ | 7,266 | | | $ | 6,556 | | | | | | | | | | |
| (1) | NetBalance as of December 31, 2017 is net of unamortized deferred financing costs and discount attributable to current maturities of long-term debt. |
Senior Notes In August 2016,April 2018, we issued $1.0$1.5 billion aggregate principal amount of 4.250%5.125% Senior Notes due 20242026 (the “2024“2026 Senior Notes”), and incurred $20$21 million of debt issuance costs. Interest on the 20242026 Senior Notes is payable semi-annually in arrears on MarchMay 1 and SeptemberNovember 1 of each year. Asyear, beginning November 2018. We used a portion of December 31, 2016 the net proceeds from the issuance of the 2026 Senior Notes, due 2021 (the “2021 Senior Notes”) and the 2024 Senior Notes were guaranteed on a senior unsecured basis by the same subsidiaries as the senior secured credit facility entered into in 2013 (the “Senior Secured Credit Facility”). See below and Note 24: “Condensed Consolidating Guarantor Financial Information” for additional information. The 2021 Senior Notes were redeemed in full in March 2017, see Note 26: “Subsequent Events” for additional information.
Senior Secured Credit Facility
Our Senior Secured Credit Facility consists of a $1.0 billiontogether with borrowings under our senior secured revolving credit facility (the “Revolving Credit Facility”) and aavailable cash, to repurchase 16.5 million shares of our common stock from HNA for $1,171 million and repay $500 million outstanding under our senior secured term loan facility (the “Term Loans”). See “Senior Secured Credit Facilities” below for additional information.
In March 2017, we used the proceeds from issuances of the 4.625% Senior Notes due 2025 (the “2025 Senior Notes”) and the 4.875% Senior Notes due 2027 (the “2027 Senior Notes”), to redeem in full $1.5 billion of Senior Notes due 2021 (the “2021 Senior Notes”). In connection with the repayment, we paid a redemption premium of $42 million and accelerated the recognition of $18 million of unamortized deferred financing costs, which were included in loss on debt extinguishment in our consolidated statement of operations for the year ended December 31, 2017. The 4.250% Senior Notes due 2024 (the “2024 Senior Notes”), the 2025 Senior Notes, the 2026 Senior Notes and the 2027 Senior Notes are guaranteed on a senior unsecured basis by the Parent and substantially all of its direct and indirect wholly owned domestic subsidiaries. See Note 23: “Condensed Consolidating Guarantor Financial Information” for additional information. Senior Secured Credit Facilities Our senior secured credit facility consists of a $1.0 billion Revolving Credit Facility and the Term Loans. The obligations of the Senior Secured Credit Facilityour senior secured credit facility are unconditionally and irrevocably guaranteed by usthe Parent and substantially all of ourits direct orand indirect wholly owned domestic subsidiaries. In November 2016, During the year ended December 31, 2018, we amendedborrowed $150 million under the Revolving Credit Facility, and all amounts borrowed were repaid in the same period. Subsequent to extendDecember 31, 2018, we drew a net $100 million under the maturity to November 2021Revolving Credit Facility.
In December 2018, we repaid an additional $300 million outstanding under our Term Loans, and incurred $5as a result of the repayments made during the year ended December 31, 2018, we accelerated the recognition of $8 million of debt issuance costs. unamortized deferred financing costs and discount, which were included in othernon-operating income, net in our consolidated statement of operations. Additionally, the interest rate on the remaining balance of the Term Loans was reduced by 25 basis points to LIBOR plus 175 basis points. As of December 31, 2016,2018, we had $45$63 million of letters of credit outstanding under theour Revolving Credit Facility and a borrowing capacity of $955$937 million. 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, we amended the Term Loans pursuant to which $3,225 million 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 the modification of the Term Loans, 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. The Term Loans were amended again in March 2017, see Note 26: “Subsequent Events” for additional information.
Debt Maturities The contractual maturities of our long-term debt as of December 31, 20162018, were as follows: | | Year | | (in millions) | | | (in millions) | | 2017 | | $ | 40 | | | 2018 | | | 50 | | | 2019 | | | 47 | | | $ | 16 | | 2020 | | | 798 | | | | 17 | | 2021 | | | 1,549 | | | | 18 | | 2022 | | | | 19 | | 2023 | | | | 3,139 | | Thereafter | | | 4,222 | | | | 4,152 | | | | | | | | | | | $ | 6,706 | | | $ | 7,361 | | | | | | | | |
Note 10: Deferred Revenues Deferred revenues were as follows:
| | | | | | | | | | | | December 31, | | | | | 2016 | | | 2015 | | | | | (in millions) | | Hilton Honors points sales | | $ | 29 | | | $ | 233 | | Other | | | 13 | | | | 18 | | | | | | | | | | | | | $ | 42 | | | $ | 251 | | | | | | | | | | |
In 2013, we sold Hilton Honors points to issuers of Hilton Honors co-branded credit cards and recorded deferred revenue upon receipt of the cash. The deferred revenue balance is reduced, and revenue is recognized, as the issuers use the points for promotions, rewards and incentive programs and certain other activities.
Note 11: Other Liabilities
Other long-term liabilities were as follows: | | | | December 31, | | | December 31, | | | | | 2016 | | | 2015 | | | 2018 | | | 2017 | | | | | (in millions) | | | (in millions) | | Program surplus | | $ | 446 | | | $ | 420 | | | Pension obligations | | | 215 | | | | 183 | | | $ | 145 | | | $ | 165 | | Other long-term tax liabilities | | | 480 | | | | 293 | | | | 395 | | | | 397 | | Deferred employee compensation and benefits | | | 113 | | | | 170 | | | | 113 | | | | 117 | | Insurance reserves | | | 131 | | | | 87 | | | Insurance reserves(1) | | | | 146 | | | | 162 | | Other | | | 107 | | | | 112 | | �� | | 64 | | | | 79 | | | | | | | | | | | | | | | | | $ | 1,492 | | | $ | 1,265 | | | $ | 863 | | | $ | 920 | | | | | | | | | | | | | | |
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 12:11: Derivative Instruments and Hedging Activities During the years endedCash 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”). We elected to designate these Fee Forward Contracts as cash flow hedges for accounting purposes. As of December 31, 2016, 20152018, the Fee Forward Contracts had an aggregate notional amount of $98 million and 2014, derivatives were usedmaturities 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 to hedgeswapone-month LIBOR on the Term Loans to fixed rates of 1.98 percent and 2.02 percent, respectively, through March 2022. In May 2018, we settled the interest rate risk associatedswap with variable-rate debt,a notional amount of $750 million and received $18 million from the counterparty. Concurrently, we entered into an interest rate swap agreement with a notional amount of $1.6 billion, which swapsone-month LIBOR on the Term Loans to a fixed rate of 3.03 percent, for a term from March 2022 to March 2023. We elected to designate these interest rate swaps as well as foreign exchange risk associatedcash flow hedges for accounting purposes. Non-designated Hedges As of December 31, 2018, we held short-term forward contracts with an aggregate notional amount of $412 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. During the year ended December 31,
In 2016, we dedesignated four interest rate swaps that were previously designated as cash flow hedges as they no longer met the criteria for hedge accounting. These interest 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, expirewere settled in October 2018 and, as of December 31, 2016, had an aggregate notional amount of $1.45 billion. As of December 31, 2016, we held 68 short-term foreign exchange forward contracts with an aggregate notional amount of $326 million to offset exposure to fluctuations in our foreign currency denominated cash balances. We elected not to designate these foreign exchange forward contracts as hedging instruments.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: | | | | | | | December 31, | | | | December 31, | | | | | Balance Sheet Classification | | | 2016 | | | 2015 | | | Balance Sheet Classification | | 2018 | | | 2017 | | | | | | | | (in millions) | | | | (in millions) | | Cash Flow Hedges: | | | | | | | | | | | | | Interest rate swaps | | | Other liabilities | | | | N/A | | | $ | 15 | | | Othernon-current assets | | $ | 16 | | | $ | 11 | | Non-designated Hedges: | | | | | | | | Interest rate swaps | | | Other liabilities | | | $ | 12 | | | | N/A | | | Forward contracts | | | Other current assets | | | | 3 | | | | 1 | | | Other current assets | | | 1 | | | | — | | Forward contracts | | | Accounts payable, accrued expenses and other | | | | 4 | | | | 1 | | | Accounts payable, accrued expenses and other | | | — | | | | 1 | | | | | | | | | | Non-designated Hedges: | | Non-designated Hedges: | | | | | Forward contracts | | | Other current assets | | | 1 | | | | 4 | | Forward contracts | | | Accounts payable, accrued expenses and other | | | 2 | | | | 1 | |
Earnings Effect of Derivative Instruments The gains and losses recognized in our consolidated statements of operations and consolidated statements of comprehensive income before any effect for income taxes were as follows: | | | | Classification of Gain (Loss) Recognized | | Year Ended December 31, | | | Year Ended December 31, | | | | | 2016 | | 2015 | | 2014 | | | Classification of Gain (Loss) Recognized | | 2018 | | 2017 | | 2016 | | | | | (in millions) | | | (in millions) | | Cash Flow Hedges: | | | | | | | | | | Interest rate swaps(1) | | Other comprehensive loss | | $ | (7 | ) | | $ | (11 | ) | | $ | (14 | ) | | Cash Flow Hedges(1)(2): | | | | | | | | | | Interest rate swaps | | | Other comprehensive income (loss) | | $ | 22 | | | $ | (5 | ) | | $ | (15 | ) | Interest rate swaps | | | Interest expense | | (1 | ) | | (16 | ) | | (8 | ) | Forward contracts | | | Other comprehensive income (loss) | | 2 | | | (1 | ) | | N/A | | | | | | | | | | | | Non-designated Hedges: | | | | | | | | | | | | | | | | | Interest rate swaps | | Other non-operating income, net | | 4 | | | N/A | | | N/A | | | Interest rate swaps(2) | | Interest expense | | 4 | | | N/A | | | N/A | | | Interest rate swaps(3) | | | Othernon-operating income, net | | N/A | | | 2 | | | 4 | | Interest rate swaps(3) | | | Interest expense | | (5 | ) | | (10 | ) | | (4 | ) | Forward contracts | | Gain (loss) on foreign currency transactions | | | 7 | | | | 11 | | | | 1 | | | Gain (loss) on foreign currency transactions | | (9 | ) | | 12 | | | 7 | |
| (1) | There were no amounts recognized in earnings related to hedge ineffectiveness or amounts excluded from hedge effectiveness testing during the years ended December 31, 2016, 20152018, 2017 and 2014.2016. |
| (2) | The amount recognized duringearnings effect of the yearFee Forward Contracts on fee revenues for the years ended December 31, 2016 is related2018 and 2017 was less than $1 million. |
| (3) | These amounts relate to the dedesignation of these instruments as cash flow hedgesinterest rate swaps that we have dedesignated and wassettled. The amounts recognized in interest expense were reclassified from accumulated other comprehensive loss as the underlying transactions occurred. |
Note 13:12: Fair Value Measurements We did not elect the fair value measurement option for any of our financial assets or liabilities. The fair valuevalues of certain financial instruments and the hierarchy level we used to estimate the fair values are shown below: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: | | | | | | | | | | | | | | | | | | | | December 31, 2016 | | | | | Carrying
Value | | | Hierarchy Level | | | | | | Level 1 | | | Level 2 | | | Level 3 | | | | | (in millions) | | Assets: | | | | | | | | | Cash equivalents | | $ | 782 | | | $ | — | | | $ | 782 | | | $ | — | | Restricted cash equivalents | | | 11 | | | | — | | | | 11 | | | | — | | Liabilities: | | | | | | | | | | | | | | | | | Long-term debt(1) | | | 6,369 | | | | 2,516 | | | | — | | | | 4,006 | | Interest rate swaps | | | 12 | | | | — | | | | 12 | | | | — | |
| | | | December 31, 2015 | | | December 31, 2018 | | | | | Carrying
Value | | | Hierarchy Level | | | Carrying
Value | | | Hierarchy Level | | | | | Level 1 | | | Level 2 | | | Level 3 | | | Level 1 | | | Level 2 | | | Level 3 | | | | | (in millions) | | | (in millions) | | Assets: | | | | | | | | | | | | | | | Cash equivalents | | $ | 287 | | | $ | — | | | $ | 287 | | | $ | — | | | $ | 87 | | | $ | — | | | $ | 87 | | | $ | — | | Restricted cash equivalents | | | 18 | | | | — | | | | 18 | | | | — | | | | 18 | | | | — | | | | 18 | | | | — | | Liabilities: | | | | | | | | | | | | | | | | | Long-term debt(1) | | | 5,647 | | | | 1,560 | | | | — | | | | 4,222 | | | | 7,040 | | | | 3,809 | | | | — | | | | 3,039 | | Interest rate swaps | | | 15 | | | | — | | | | 15 | | | | — | | | | | | | | December 31, 2017 | | | | | | Carrying
Value | | | Hierarchy Level | | | | | | Level 1 | | | Level 2 | | | Level 3 | | | | | | (in millions) | | Assets: | | | | | | | | | | Cash equivalents | | | $ | 284 | | | $ | — | | | $ | 284 | | | $ | — | | Restricted cash equivalents | | | | 12 | | | | — | | | | 12 | | | | — | | Liabilities: | | | | | | | | | | Long-term debt(1) | | | | 6,348 | | | | 2,575 | | | | — | | | | 3,954 | |
| (1) | The carrying value includesvalues include unamortized deferred financing costs and discount. The carrying values and fair values exclude capital lease obligations and other debt. |
The fair values of financial instruments not included in this tablethese tables are estimated to be equal to their carrying values as of December 31, 20162018 and 2015.2017. 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 equivalents and restricted cash equivalents primarily consisted of short-term interest-bearing money market funds with maturities of less than 90 days and time deposits and commercial paper.deposits. The estimated fair values were based on available market pricing information of similar financial instruments. 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. We measure our interest rate swaps at fair value, which were estimated using an income approach. The primary inputs into our fair value estimate include interest rates and yield curves based on observable market inputs of similar instruments.
Note 14:13: Leases We lease hotel properties, land, equipment and corporate office space under operating and capital leases.equipment used at hotels and corporate offices. As of December 31, 20162018 and 2015,2017, we leased 6158 hotels and 6459 hotels, respectively, under operating leases, and four hotels under capital leases. As of December 31, 2016 and 2015,leases, two of these capital leaseswhich were the liabilities of consolidated VIEs that we consolidated and werenon-recourse to us. Our hotel leases expire at various dates from 20172019 through 2196,2067, with varying renewal and termination options, and the majority expire before 2026.2029. Our operating leases may requirerequire: (i) fixed lease payments, or minimum rent payments, as contractually stated in the lease agreement; (ii) variable lease payments, or contingent rent paymentsrentals, which are generally based on a percentage of revenuethe underlying asset’s revenues or incomeare dependent on changes in an index; or rent(iii) lease payments equal to the greater of a minimum rentthe fixed or contingentvariable rent. In addition, we may be required to pay some, or all, of the capital costs for propertyfurniture, equipment and equipmentleasehold improvements in the hotel during the term of the lease. Amortization For operating leases, lease expense relating to fixed or minimum payments is recognized on a straight-line basis over the lease term and lease expense relating to variable payments is expensed as incurred, with amounts recognized in owned and leased hotel expenses and general and administrative expenses in our consolidated statements of assets recorded underoperations. For capital leases, the amortization of the asset is recordedrecognized in depreciation and amortization expense in our consolidated statements of operations and is recognized over the shorter of the lease term.term or useful life of the underlying asset. The interest on the capital lease obligation is recognized in interest expense in our consolidated statements of operations.
The future minimum rent payments under non-cancelable leases, due in each of the next five years and thereafter as of December 31, 2016,2018, were as follows: | | | | Operating
Leases | | | Capital
Leases | | Non-Recourse
Capital
Leases | | | Operating
Leases | | | Capital
Leases | | | Year | | (in millions) | | | (in millions) | | 2017 | | $ | 175 | | | $ | 4 | | | $ | 14 | | | 2018 | | | 157 | | | | 4 | | | 23 | | | 2019 | | | 147 | | | | 4 | | | 23 | | | $ | 206 | | | $ | 30 | | 2020 | | | 142 | | | | 4 | | | 24 | | | | 191 | | | | 30 | | 2021 | | | 133 | | | | 5 | | | 24 | | | | 166 | | | | 30 | | 2022 | | | | 134 | | | | 29 | | 2023 | | | | 119 | | | | 29 | | Thereafter | | | 863 | | | | 34 | | | 174 | | | | 865 | | | | 164 | | | | | | | | | | | | | | | | | | Total minimum rent payments | | $ | 1,617 | | | | 55 | | | 282 | | | Total minimum lease payments | | | $ | 1,681 | | | | 312 | | | | | | | | | | | | | | | Less: amount representing interest | | | | | (19 | ) | | (91 | ) | | | | | (87) | | | | | | | | | | | | | | | | Present value of net minimum rent payments | | | | $ | 36 | | | $ | 191 | | | Present value of minimum lease payments | | | | | $ | 225 | | | | | | | | | | | | | | | |
RentLease expense for all operating leases was as follows:
| | | | | | | | | | | | | | | | Year Ended December 31, | | | | | 2016 | | | 2015 | | | 2014 | | | | | (in millions) | | Minimum rentals | | $ | 224 | | | $ | 244 | | | $ | 247 | | Contingent rentals | | | 98 | | | | 104 | | | | 127 | | | | | | | | | | | | | | | | | $ | 322 | | | $ | 348 | | | $ | 374 | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | Year Ended December 31, | | | | | 2018 | | | 2017 | | | 2016 | | | | | (in millions) | | Fixed | | $ | 225 | | | $ | 183 | | | $ | 224 | | Contingent | | | 142 | | | | 101 | | | | 98 | | | | | | | | | | | | | | | | | $ | 367 | | | $ | 284 | | | $ | 322 | | | | | | | | | | | | | | |
Note 15:14: 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, | | | | | 2016 | | | 2015 | | | 2014 | | | | | (in millions) | | U.S. income before tax | | $ | 934 | | | $ | 262 | | | $ | 181 | | Foreign income (loss) before tax | | | (378 | ) | | | 271 | | | | 152 | | | | | | | | | | | | | | | Income before income taxes | | $ | 556 | | | $ | 533 | | | $ | 333 | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | Year Ended December 31, | | | | | 2018 | | | 2017 | | | 2016 | | | | | (in millions) | | U.S. income before tax | | $ | 881 | | | $ | 632 | | | $ | 906 | | Foreign income (loss) before tax | | | 197 | | | | 121 | | | | (366) | | | | | | | | | | | | | | | Income from continuing operations before income taxes | | $ | 1,078 | | | $ | 753 | | | $ | 540 | | | | | | | | | | | | | | |
The components of our provision (benefit) for income taxes were as follows: | | | | Year Ended December 31, | | | Year Ended December 31, | | | | | 2016 | | 2015 | | 2014 | | | 2018 | | | 2017 | | | 2016 | | | | | (in millions) | | | (in millions) | | Current: | | | | | | | | | | | | | Federal | | $ | 441 | | | $ | 164 | | | $ | 118 | | | $ | 210 | | | $ | 239 | | | $ | 441 | | State | | | 143 | | | 51 | | | 41 | | | | 53 | | | | 59 | | | | 143 | | Foreign | | | 70 | | | 64 | | | 86 | | | | 60 | | | | 95 | | | | 70 | | | | | | | | | | | | | | | | | | | | | Total current | | | 654 | | | 279 | | | 245 | | | | 323 | | | | 393 | | | | 654 | | | | | | | | | | | | | | | | | | | | | Deferred: | | | | | | | | | | | | | Federal | | | (116 | ) | | (606 | ) | | (74 | ) | | | (52) | | | | (667) | | | | (123) | | State | | | 50 | | | (86 | ) | | (17 | ) | | | (14) | | | | (35) | | | | 45 | | Foreign | | | (24 | ) | | 65 | | | | — | | | | 52 | | | | (27) | | | | (19) | | | | | | | | | | | | | | | | | | | | | Total deferred | | | (90 | ) | | (627 | ) | | (91 | ) | | | (14) | | | | (729) | | | | (97) | | | | | | | | | | | | | | | | | | | | | Total provision (benefit) for income taxes | | $ | 564 | | | $ | (348 | ) | | $ | 154 | | | $ | 309 | | | $ | (336) | | | $ | 557 | | | | | | | | | | | | | | | | | | | | |
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, | | | Year Ended December 31, | | | | | 2016 | | 2015 | | 2014 | | | 2018 | | | 2017 | | | 2016 | | | | | (in millions) | | | (in millions) | | Statutory U.S. federal income tax provision | | $ | 194 | | | $ | 187 | | | $ | 116 | | | $ | 226 | | | $ | 264 | | | $ | 189 | | State income taxes, net of U.S. federal tax benefit | | | 23 | | | 17 | | | 7 | | | | 37 | | | | 19 | | | | 22 | | Foreign income tax expense
| | | 119 | | | 108 | | | 52 | | | U.S. benefit of foreign taxes | | | (71 | ) | | (106 | ) | | (46 | ) | | Foreign losses not subject to U.S. tax | | | — | | | | — | | | (7 | ) | | Nontaxable liquidation of subsidiaries | | | — | | | (628 | ) | | | — | | | Impact of foreign operations | | | | 26 | | | | 4 | | | | 34 | | Effects of the TCJ Act | | | | 13 | | | | (600) | | | | — | | Corporate restructuring | | | 482 | | | | — | | | | — | | | | 9 | | | | — | | | | 477 | | Change in deferred tax asset valuation allowance | | | (65 | ) | | 14 | | | 8 | | | | (6) | | | | (48) | | | | (20) | | Change in basis difference in foreign subsidiaries | | | 27 | | | 11 | | | 13 | | | Provision (benefit) for uncertain tax positions | | | (139 | ) | | 18 | | | 5 | | | | 16 | | | | 38 | | | | (139) | | Non-deductible share-based compensation | | | — | | | 23 | | | 11 | | | Non-deductible goodwill | | | — | | | 13 | | | | — | | | Other, net | | | (6 | ) | | (5 | ) | | (5 | ) | | | (12) | | | | (13) | | | | (6) | | | | | | | | | | | | | | | | | | | | | Provision (benefit) for income taxes | | $ | 564 | | | $ | (348 | ) | | $ | 154 | | | $ | 309 | | | $ | (336) | | | $ | 557 | | | | | | | | | | | | | | | | | | | | |
Restructuring During the year endingended December 31, 2018, our controlled foreign corporations (“CFC”) distributed the stock of certain subsidiaries (the “Distributions”). Subsequent to the Distributions, the distributed subsidiaries will now be includible in our U.S. federal and state income tax filings. As a result of the Distributions, we incurred deferred income tax expense of $9 million, 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 reduction of liabilities of $3 million. During the year ended December 31, 2016, we effected two corporate structuring transactions that includedincluded: (i) the organization of Hilton’s assets and subsidiaries in preparation for thespin-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 propertyIP used in the international business, from U.S. subsidiaries to foreign subsidiaries, and became effective in December 2016. The transfer of the intellectual propertyIP 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 propertyIP 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 restructuringstructuring activities, our estimated deferred effective tax rate has increased for the year ended December 31, 2016. In total, these structuring transactions, which became effective in December 2016, resulted in additional income tax expense of $482$477 million in the period. Tax Cuts and Jobs Act of 2017 After the 2016 international restructuring, based on our consideration of all available positive and negative evidence, we determined that it was more likely than not we would be able to realize theWe recognized a provisional benefit of various foreign deferred tax assets. Accordingly, as of December 31, 2016, we released valuation allowances2017 of $26$600 million, against our foreign deferred tax assets.
Duringof which $569 million was the year ended December 31, 2015, certain of our U.S. subsidiary corporations were converted to limited liability companies and certain of our subsidiary controlled foreign corporations elected to be disregarded for U.S. federal income tax purposes. These transactions were treated as tax-free liquidations for federal tax purposes. As a result of these liquidation transactions, $512 millionthe remeasurement of deferred tax liabilities were derecognized. In addition, we recognized $116 million of previously unrecognizedU.S. deferred tax assets associated with assets and liabilities distributed from the liquidated controlled foreign corporations, resulting in a total deferredand other tax benefitliabilities. As of $628 million. These previously unrecognized deferred tax assets were a component of our investment in foreign subsidiaries deferred tax balances that were connectedDecember 31, 2018, we made adjustments to the liquidated controlled foreign corporations. Prior to these liquidations, we did not believeprovisional amounts recorded as of December 31, 2017, as described below.
| • | | Deferred tax assets and liabilities and other tax liabilities.We remeasured deferred tax assets and liabilities and other tax liabilities based on the rates at which they are expected to reverse in the future, which is generally 21 percent. The provisional amounts recorded as of December 31, 2017 related to the remeasurement of our deferred tax assets and liabilities, uncertain tax position reserves and other tax liabilities were income tax benefits of $452 million, $33 million and $84 million, respectively. However, this remeasurement was based on estimates as of the enactment date of the TCJ Act and our existing analysis of the numerous complex tax law changes in the TCJ Act. Upon completing our analysis of the TCJ Act and associated regulations, we adjusted our provisional amount by recording an additional tax benefit of $10 million during the year ended December 31, 2018, which was included in income tax expense in our consolidated statements of operations. |
| • | | Foreign taxation changes.Aone-time transition tax is applied to foreign earnings previously not subjected to U.S. tax. Theone-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 ourone-time transition tax liability for our foreign subsidiaries based on estimates, as of the enactment date of the TCJ Act, for our controlled foreign subsidiaries and estimates of the total post-1986 E&P for noncontrolled foreign subsidiaries. We previously recorded a federal deferred tax liability for our deferred earnings at the statutory 35 percent rate, and the application of the transition tax results in these earnings being subjected to a lower rate, resulting in a provisional income tax benefit as of December 31, 2017 of $15 million. As a 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 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 an income tax benefit of $16 million during the year ended December 31, 2017. |
| • | | Outside basis differences. With the changes made to the U.S. taxation of foreign entities, including the change to a territorial system of taxation, the introduction of a dividend participation exemption and the changes to the current taxation of GILTI, we determined our current method of calculating CFC outside basis should be revised to incorporate the TCJ Act changes. As a result, we recorded additional deferred tax liabilities of $31 million during the year ended December 31, 2018 within income tax expense (benefit) in our consolidated statement of operations. |
Our accounting for the benefiteffects of these deferred tax assets would be realized within the foreseeable future; therefore, we did not recognize these deferred tax assets.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, | | | December 31, | | | | | 2016 | | 2015 | | | 2018 | | | 2017 | | | | | (in millions) | | | (in millions) | | Deferred Tax Assets: | | | | | | Deferred tax assets: | | | | | | Net operating loss carryforwards | | $ | 394 | | | $ | 440 | | | $ | 389 | | | $ | 395 | | Compensation | | | 214 | | | 243 | | | | 118 | | | | 113 | | Other reserves | | | 15 | | | 39 | | | Reserves | | | | 18 | | | | 39 | | Capital lease obligations | | | 84 | | | 90 | | | | 75 | | | | 78 | | Insurance reserves | | | 36 | | | 50 | | | Program surplus | | | 84 | | | 79 | | | Property and equipment | | | 26 | | | 172 | | | Investments | | | 12 | | | 72 | | | Deferred income | | | | 258 | | | | 210 | | Other | | | 66 | | | 84 | | | | 42 | | | | 52 | | | | | | | | | | | | | | | Total gross deferred tax assets | | | 931 | | | 1,269 | | | | 900 | | | | 887 | | Less: valuation allowance | | | (507 | ) | | (484 | ) | | | (399) | | | | (408) | | | | | | | | | | | | | | | Deferred tax assets | | | 424 | | | 785 | | | | 501 | | | | 479 | | | | | | | | | | | | | | | Deferred Tax Liabilities: | | | | | | Deferred tax liabilities: | | | | | | Brands | | | (1,626 | ) | | (1,867 | ) | | | (1,123) | | | | (1,122) | | Amortizable intangible assets | | | (305 | ) | | (488 | ) | | Amortizing intangible assets | | | | (157) | | | | (177) | | Investment in foreign subsidiaries | | | (39 | ) | | (35 | ) | | | (29) | | | | — | | Deferred income | | | (150 | ) | | (211 | ) | | | | | | | | | | | | | | | Deferred tax liabilities | | | (2,120 | ) | | (2,601 | ) | | | (1,309) | | | | (1,299) | | | | | | | | | | | | | | | Net deferred taxes | | $ | (1,696 | ) | | $ | (1,816 | ) | | $ | (808) | | | $ | (820) | | | | | | | | | | | | | | |
As of December 31, 2016,2018, we had foreign net operating loss carryforwards of $1.5 billion, which resulted in deferred tax assets of $394$389 million for foreign jurisdictions. Approximately $7$11 million of our deferred tax assets as of December 31, 20162018 related to net operating loss carryforwards that will expire between 20172019 and 20362038 with less than $1 million of that amount expiring in 2017.2019. Approximately $387$378 million of our deferred tax assets as of December 31, 20162018 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 $385$379 million as of December 31, 20162018 on the deferred tax assets relating to thesethe foreign net operating loss carryforwards. Our total valuation allowance relating to these net operating loss carryforwards and other deferred tax assets increased $23decreased $9 million during the year ended December 31, 2016.2018. Based on our consideration of all available positive and negative evidence, we determined that it was more likely than not that we would be able to realize the benefit of certain foreign deferred tax assets and released valuation allowances of $6 million against our foreign deferred tax assets. Additionally, other factors that did not have any impact on income tax expense, including revaluations of certain foreign deferred tax assets and their associated valuation allowances, resulted in a $3 million reduction of total valuation allowances. Tax Uncertainties We classify reserves for tax uncertainties within current income taxes payable and other long-term liabilities in our consolidated balance sheets. Reconciliations of the beginning and ending amountamounts of unrecognized tax benefits were as follows: | | | | Year Ended
December 31, | | | Year Ended December 31, | | | | | 2016 | | 2015 | | 2014 | | | 2018 | | | 2017 | | | 2016 | | | | | (in millions) | | | (in millions) | | Balance at beginning of year | | $ | 315 | | | $ | 296 | | | $ | 323 | | | $ | 283 | | | $ | 174 | | | $ | 315 | | Additions for tax positions related to the prior year | | | 77 | | | 25 | | | 32 | | | Additions for tax positions related to prior years | | | | 37 | | | | 3 | | | | 77 | | Additions for tax positions related to the current year | | | 9 | | | 8 | | | 10 | | | | 16 | | | | 126 | | | | 9 | | Reductions for tax positions for prior years | | | (204 | ) | | (4 | ) | | (63 | ) | | Reductions for tax positions related to prior years | | | | (15) | | | | (10) | | | | (204) | | Settlements | | | (21 | ) | | (4 | ) | | (1 | ) | | | — | | | | (9) | | | | (21) | | Lapse of statute of limitations | | | (2 | ) | | (2 | ) | | (2 | ) | | | (3) | | | | (2) | | | | (2) | | Currency translation adjustment | | | — | | | (4 | ) | | (3 | ) | | | — | | | | 1 | | | | — | | | | | | | | | | | | | | | | | | | | | Balance at end of year | | $ | 174 | | | $ | 315 | | | $ | 296 | | | $ | 318 | | | $ | 283 | | | $ | 174 | | | | | | | | | | | | | | | | | | | | |
The changes to our unrecognized tax benefits during the yearsyear ended December 31, 20162018 were primarily related to uncertainty regarding the calculations of tax deductions claimed in recently filed tax returns, as well as the addition of current year 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 2015the United Kingdom. The changes to our unrecognized tax benefits during the year ended December 31, 2016 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. As of December 31, 20162018 and 2015,2017, we had accrued approximately $30$40 million and $26$33 million, respectively, for the payment of interest and penalties. We accrued approximately $4 million, $5 million and $8 million during the years ended December 31, 2016, 2015 and 2014, respectively.penalties related to our unrecognized tax benefits in our consolidated balance sheets. Included in the balancebalances of uncertainunrecognized tax positionsbenefits as of December 31, 20162018 and 20152017 were $176$310 million and $299$285 million, respectively, associated with positions that, if favorably resolved, would provide a benefit to our effective tax rate. As a result of the expected resolution of examination issues with federal, state, and foreign tax authorities, we believe it is reasonably possible that during the next 12 months the amount of unrecognized tax benefits will decrease up to $8 million. We file income tax returns, including returns for our subsidiaries, with federal, state and foreign jurisdictions. We are under regular and recurring audit byrate.
In April 2014, we received30-day Letters from the Internal Revenue Service (“IRS”) 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 state, local, federal 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, 2016, we remain subject to federal examinations from 2005-2015, state examinations from2003-2015 and foreign examinations of our income tax returns for the years 1996 through 2015. In April 2014, we received 30-day Letters from the 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, filed a formal appeals protest with the IRS and did not make any tax payments related to this audit. The issues being protested in appeals relate to assertions by the IRS that: (1)(i) certain foreign currency-denominatedcurrency 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; (2)(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 (3)(iii) certain foreign-currencyforeign 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 a30-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 2018, and this issue is no longer being pursued by IRS Appeals for any of the open tax years. In September 2018, we received a30-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 our Hilton Honors guest loyalty program 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, as a result of recent developments related to thebased on continuing appeals process discussion that have taken place in 2016, we have determined based on on-going 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, we have recorded $52 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, 2016,2018, we have recorded a $44 million unrecognized tax benefit. Stateremain subject to federal examinations from 2005 through 2017, state examinations from 2005 through 2017 and foreign examinations of our 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.1996 through 2017.
Note 16:15: Employee Benefit Plans We sponsor multiple domestic and international employee benefit plans. Benefits are based upon years of service and compensation. We have both a noncontributory retirement plan and multiple employee benefit plans (the “pension plans”). The noncontributory retirement plan is in the U.S. (the “Domestic Plan”), whichand it 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. AsSince employees have not accrued additional benefits sincefrom 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 haveThe multiple employee benefit plans that cover many of our international employees. These includeinclude: (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 tax.taxes. 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 Plans | | | Domestic Plan | | | U.K. Plan | | | International
Plans | | | | | 2016 | | 2015 | | 2016 | | 2015 | | 2016 | | 2015 | | | 2018 | | | 2017 | | | 2018 | | | 2017 | | | 2018 | | | 2017 | | | | | (in millions) | | | | | | | | | (in millions) | | | | | | | | Change in Projected Benefit Obligation: | | | | | | | | | | | | | | | | | | | | | | | | | Benefit obligation at beginning of year | | $ | 394 | | | $ | 425 | | | $ | 391 | | | $ | 415 | | | $ | 82 | | | $ | 115 | | | $ | 384 | | | $ | 381 | | | $ | 443 | | | $ | 404 | | | $ | 86 | | | $ | 81 | | Service cost | | | — | | | | — | | | 2 | | | 1 | | | 2 | | | 2 | | | | — | | | | — | | | | 3 | | | | 2 | | | | 2 | | | | 1 | | Interest cost | | | 13 | | | 16 | | | 12 | | | 15 | | | 2 | | | 2 | | | | 12 | | | | 12 | | | | 9 | | | | 10 | | | | 2 | | | | 1 | | Prior service cost(1) | | | | — | | | | — | | | | 4 | | | | — | | | | — | | | | — | | Actuarial loss (gain) | | | 1 | | | (8 | ) | | 87 | | | (5 | ) | | 2 | | | (1 | ) | | | (14) | | | | 16 | | | | (39) | | | | 4 | | | | — | | | | 3 | | Settlements and curtailments | | | (2 | ) | | (14 | ) | | | — | | | | — | | | (1 | ) | | (4 | ) | | | (2) | | | | (1) | | | | — | | | | — | | | | (1) | | | | — | | Effect of foreign exchange rates | | | — | | | | — | | | (74 | ) | | (19 | ) | | (1 | ) | | (4 | ) | | | — | | | | — | | | | (25) | | | | 40 | | | | (1) | | | | 4 | | Benefits paid | | | (25 | ) | | (25 | ) | | (14 | ) | | (16 | ) | | (5 | ) | | (28 | ) | | | (23) | | | | (24) | | | | (20) | | | | (17) | | | | (5) | | | | (4) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Benefit obligation at end of year | | $ | 381 | | | $ | 394 | | | $ | 404 | | | $ | 391 | | | $ | 81 | | | $ | 82 | | | $ | 357 | | | $ | 384 | | | $ | 375 | | | $ | 443 | | | $ | 83 | | | $ | 86 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Change in Plan Assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | Fair value of plan assets at beginning of year | | $ | 265 | | | $ | 283 | | | $ | 368 | | | $ | 390 | | | $ | 60 | | | $ | 85 | | | $ | 306 | | | $ | 267 | | | $ | 386 | | | $ | 336 | | | $ | 65 | | | $ | 58 | | Actual return on plan assets, net of expenses | | | 11 | | | (11 | ) | | 42 | | | (1 | ) | | 1 | | | | — | | | | (23) | | | | 43 | | | | (14) | | | | 24 | | | | (1) | | | | 6 | | Employer contributions | | | 18 | | | 32 | | | 5 | | | 13 | | | 3 | | | 8 | | | | 16 | | | | 21 | | | | 10 | | | | 9 | | | | 4 | | | | 4 | | Settlements | | | | (2) | | | | (1) | | | | — | | | | — | | | | — | | | | — | | Effect of foreign exchange rates | | | — | | | | — | | | (65 | ) | | (18 | ) | | | — | | | (1 | ) | | | — | | | | — | | | | (22) | | | | 34 | | | | — | | | | 1 | | Benefits paid | | | (25 | ) | | (25 | ) | | (14 | ) | | (16 | ) | | (5 | ) | | (28 | ) | | | (23) | | | | (24) | | | | (20) | | | | (17) | | | | (5) | | | | (4) | | Settlements | | | (2 | ) | | (14 | ) | | | — | | | | — | | | (1 | ) | | (4 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Fair value of plan assets at end of year | | | 267 | | | 265 | | | 336 | | | 368 | | | 58 | | | 60 | | | | 274 | | | | 306 | | | | 340 | | | | 386 | | | | 63 | | | | 65 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Funded status at end of year (underfunded) | | | (114 | ) | | (129 | ) | | (68 | ) | | (23 | ) | | (23 | ) | | (22 | ) | | | (83) | | | | (78) | | | | (35) | | | | (57) | | | | (20) | | | | (21) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Accumulated benefit obligation | | $ | 381 | | | $ | 394 | | | $ | 404 | | | $ | 391 | | | $ | 81 | | | $ | 82 | | | $ | 357 | | | $ | 384 | | | $ | 375 | | | $ | 443 | | | $ | 83 | | | $ | 86 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (1) | Relates to U.K. pension equalization requirements. |
Amounts recognized in the consolidated balance sheets consisted of:of the following: | | | | Domestic Plan | | U.K. Plan | | International Plans | | | Domestic Plan | | | U.K. Plan | | | International
Plans | | | | | 2016 | | 2015 | | 2016 | | 2015 | | 2016 | | 2015 | | | 2018 | | | 2017 | | | 2018 | | | 2017 | | | 2018 | | | 2017 | | | | | (in millions) | | | | | | | | | (in millions) | | | | | | | | Other non-current assets | | $ | 4 | | | $ | 2 | | | $ | — | | | $ | — | | | $ | 6 | | | $ | 7 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 7 | | | $ | 9 | | Other liabilities | | | (118 | ) | | (131 | ) | | (68 | ) | | (23 | ) | | (29 | ) | | (29 | ) | | | (83) | | | | (78) | | | | (35) | | | | (57) | | | | (27) | | | | (30) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net amount recognized | | $ | (114 | ) | | $ | (129 | ) | | $ | (68 | ) | | $ | (23 | ) | | $ | (23 | ) | | $ | (22 | ) | | $ | (83) | | | $ | (78) | | | $ | (35) | | | $ | (57) | | | $ | (20) | | | $ | (21) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Amounts recognized in accumulated other comprehensive loss consisted of:of the following: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Domestic Plan | | | U.K. Plan | | | International Plans | | | | | 2016 | | | 2015 | | | 2014 | | | 2016 | | | 2015 | | | 2014 | | | 2016 | | | 2015 | | | 2014 | | | | | (in millions) | | Net actuarial loss | | $ | — | | | $ | 15 | | | $ | 42 | | | $ | 41 | | | $ | 16 | | | $ | 33 | | | $ | 3 | | | $ | 1 | | | $ | 10 | | Prior service credit | | | (3 | ) | | | (4 | ) | | | (4 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Amortization of net gain | | | (3 | ) | | | (3 | ) | | | (7 | ) | | | (2 | ) | | | (2 | ) | | | (1 | ) | | | (1 | ) | | | (9 | ) | | | (1 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net amount recognized | | $ | (6 | ) | | $ | 8 | | | $ | 31 | | | $ | 39 | | | $ | 14 | | | $ | 32 | | | $ | 2 | | | $ | (8 | ) | | $ | 9 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Domestic Plan | | | U.K. Plan | | | International Plans | | | | | 2018 | | | 2017 | | | 2016 | | | 2018 | | | 2017 | | | 2016 | | | 2018 | | | 2017 | | | 2016 | | | | | (in millions) | | Net actuarial loss (gain) | | $ | 22 | | | $ | (15) | | | $ | — | | | $ | (14) | | | $ | 13 | | | $ | 41 | | | $ | 3 | | | $ | — | | | $ | 3 | | Prior service cost (credit) | | | (4) | | | | (3) | | | | (3) | | | | 4 | | | | — | | | | — | | | | — | | | | — | | | | — | | Amortization of net loss | | | (3) | | | | (3) | | | | (3) | | | | (4) | | | | (4) | | | | (2) | | | | (1) | | | | — | | | | (1) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net amount recognized | | $ | 15 | | | $ | (21) | | | $ | (6) | | | $ | (14) | | | $ | 9 | | | $ | 39 | | | $ | 2 | | | $ | — | | | $ | 2 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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, 2019 are as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Domestic Plan | | | U.K. Plan | | | International Plans | | | | | 2016 | | | 2015 | | | 2014 | | | 2016 | | | 2015 | | | 2014 | | | 2016 | | | 2015 | | | 2014 | | | | | (in millions) | | Unrecognized net losses | | $ | 2 | | | $ | 2 | | | $ | 3 | | | $ | 4 | | | $ | 2 | | | $ | 2 | | | $ | — | | | $ | — | | | $ | 1 | | Unrecognized prior service cost | | | 4 | | | | 4 | | | | 4 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Amount unrecognized | | $ | 6 | | | $ | 6 | | | $ | 7 | | | $ | 4 | | | $ | 2 | | | $ | 2 | | | $ | — | | | $ | — | | | $ | 1 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | Domestic
Plan | | | U.K.
Plan | | | International
Plans | | | | | (in millions) | | Unrecognized prior service cost(1) | | $ | 3 | | | $ | — | | | $ | — | | Unrecognized net loss(1) | | | 3 | | | | 4 | | | | — | | | | | | | | | | | | | | | Amount unrecognized | | $ | 6 | | | $ | 4 | | | $ | — | | | | | | | | | | | | | | |
| (1) | Unrecognized prior service cost amounts for the U.K. Plan and International Plans are less than $1 million and unrecognized net loss amounts for the International Plans are less than $1 million. |
The net periodic pension cost (credit) was as follows: | | | | Domestic Plan | | U.K. Plan | | International Plans | | | Domestic Plan | | | U.K. Plan | | | International Plans | | | | | 2016 | | 2015 | | 2014 | | 2016 | | 2015 | | 2014 | | 2016 | | 2015 | | 2014 | | | 2018 | | | 2017 | | | 2016 | | | 2018 | | | 2017 | | | 2016 | | | 2018 | | | 2017 | | | 2016 | | | | | (in millions) | | | | | (in millions) | | Service cost | | $ | 8 | | | $ | 7 | | | $ | 7 | | | $ | 2 | | | $ | 2 | | | $ | 1 | | | $ | 3 | | | $ | 3 | | | $ | 2 | | | $ | 6 | | | $ | 8 | | | $ | 8 | | | $ | 3 | | | $ | 2 | | | $ | 2 | | | $ | 2 | | | $ | 2 | | | $ | 3 | | Interest cost | | | 13 | | | 16 | | | 17 | | | 12 | | | 15 | | | 17 | | | 2 | | | 2 | | | 4 | | | | 12 | | | | 12 | | | | 13 | | | | 9 | | | | 10 | | | | 12 | | | | 2 | | | | 2 | | | | 2 | | Expected return on plan assets | | | (19 | ) | | (19 | ) | | (18 | ) | | (22 | ) | | (25 | ) | | (24 | ) | | (3 | ) | | (4 | ) | | (4 | ) | | | (19) | | | | (19) | | | | (19) | | | | (21) | | | | (19) | | | | (22) | | | | (3) | | | | (3) | | | | (3) | | Amortization of prior service cost | | | 4 | | | 4 | | | 4 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 3 | | | | 3 | | | | 4 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Amortization of net loss | | | 3 | | | 3 | | | 1 | | | 2 | | | 2 | | | 1 | | | | — | | | | — | | | 1 | | | | 3 | | | | 3 | | | | 3 | | | | 4 | | | | 4 | | | | 2 | | | | 1 | | | | — | | | | — | | Settlement losses | | | — | | | | — | | | 5 | | | | — | | | | — | | | | — | | | | — | | | 10 | | | 1 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net periodic pension cost (credit) | | $ | 9 | | | $ | 11 | | | $ | 16 | | | $ | (6 | ) | | $ | (6 | ) | | $ | (5 | ) | | $ | 2 | | | $ | 11 | | | $ | 4 | | | $ | 5 | | | $ | 7 | | | $ | 9 | | | $ | (5) | | | $ | (3) | | | $ | (6) | | | $ | 2 | | | $ | 1 | | | $ | 2 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
The weighted-average assumptions used to determine benefit obligations were as follows: | | | | Domestic Plan | | U.K. Plan | | International Plans | | | Domestic Plan | | U.K. Plan | | International Plans | | | | | 2016 | | 2015 | | 2016 | | 2015 | | 2016 | | 2015 | | | 2018 | | 2017 | | 2018 | | 2017 | | 2018 | | 2017 | | Discount rate | | | 4.0 | % | | 4.3 | % | | 2.8 | % | | 3.9 | % | | 3.1 | % | | 3.5 | % | | | 4.3 | % | | | 3.6 | % | | | 3.1 | % | | | 2.6 | % | | | 3.3 | % | | | 2.4 | % | Salary inflation | | | N/A | | | N/A | | | 1.9 | | | 1.7 | | | 2.1 | | | 2.1 | | | | N/A | | | | N/A | | | | 1.8 | | | | 1.8 | | | | 2.2 | | | | 2.2 | | Pension inflation | | | N/A | | | N/A | | | 3.1 | | | 2.8 | | | 1.7 | | | 1.6 | | | | N/A | | | | N/A | | | | 3.0 | | | | 3.0 | | | | 1.8 | | | | 1.8 | |
The weighted-average assumptions used to determine net periodic pension cost (credit) were as follows: | | | | Domestic Plan | | U.K. Plan | | International Plans | | | Domestic Plan | | U.K. Plan | | International Plans | | | | | 2016 | | 2015 | | 2014 | | 2016 | | 2015 | | 2014 | | 2016 | | 2015 | | 2014 | | | 2018 | | 2017 | | 2016 | | 2018 | | 2017 | | 2016 | | 2018 | | 2017 | | 2016 | | Discount rate | | | 4.2 | % | | 3.9 | % | | 4.7 | % | | 3.9 | % | | 3.8 | % | | 4.7 | % | | 3.5 | % | | 3.3 | % | | 4.3 | % | | | 3.6 | % | | | 4.0 | % | | | 4.2 | % | | | 2.6 | % | | | 2.8 | % | | | 3.9 | % | | | 2.9 | % | | | 3.0 | % | | | 3.5 | % | Expected return on plan assets | | | 7.3 | | | 7.5 | | | 7.5 | | | 6.5 | | | 6.5 | | | 6.5 | | | 5.4 | | | 5.1 | | | 6.0 | | | | 7.0 | | | | 7.0 | | | | 7.3 | | | | 5.5 | | | | 5.5 | | | | 6.5 | | | | 4.6 | | | | 4.3 | | | | 5.4 | | Salary inflation | | | N/A | | | N/A | | | N/A | | | 1.7 | | | 1.6 | | | 1.9 | | | 2.1 | | | 2.2 | | | 2.3 | | | | N/A | | | | N/A | | | | N/A | | | | 1.8 | | | | 1.9 | | | | 1.7 | | | | 2.2 | | | | 2.1 | | | | 2.1 | | Pension inflation | | | N/A | | | N/A | | | N/A | | | 2.8 | | | 2.8 | | | 3.0 | | | 1.6 | | | 1.8 | | | 1.9 | | | | N/A | | | | N/A | | | | N/A | | | | 3.0 | | | | 3.1 | | | | 2.8 | | | | 1.8 | | | | 1.7 | | | | 1.6 | |
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, 20162018 and 20152017, was 6580 percent and 60 percent, respectively, in funds that invest in equity securities and 3520 percent and 40 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, 2018 and 2017, was 6575 percent in funds that invest in equity and debt securities and 3525 percent in bond funds as of December 31, 2016 and 2015, respectively.funds. The following tables present the fair value hierarchy of total plan assets measured at fair value by asset category. The fair values of Level 2 assets were based on available market pricing information of similar financial instruments. There were no Level 3 assets as of December 31, 2016 and 2015.category: | | | | December 31, 2016 | | | December 31, 2018 | | | | | Domestic Plan | | | U.K. Plan | | | International Plans | | | Domestic Plan | | | U.K. Plan | | | International Plans | | | | | Level 1 | | | Level 2 | | | Level 1 | | | Level 2 | | | Level 1 | | | Level 2 | | | | | | (in millions) | | | | | | | | (in millions) | | | Level 1 | | | | | | | | Cash and cash equivalents | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 10 | | | $ | — | | | $ | — | | | $ | 34 | | | $ | 11 | | Equity funds | | | 25 | | | | — | | | | — | | | | — | | | | 3 | | | | 6 | | | | — | | | | 33 | | | | 2 | | Debt securities | | | 1 | | | | 62 | | | | — | | | | — | | | | — | | | | — | | | Bond funds | | | | — | | | | 39 | | | | — | | Alternative investments | | | | — | | | | 140 | | | | — | | Level 2 | | | | | | | | Equity funds | | | | — | | | | — | | | | 4 | | Bond funds | | | | — | | | | — | | | | 6 | | Net asset value(1) | | | | | | | | Bond funds | | | — | | | | — | | | | — | | | | — | | | | — | | | | 6 | | | | — | | | | 44 | | | | — | | Common collective trusts | | | — | | | | 139 | | | | — | | | | 336 | | | | — | | | | 33 | | | | 274 | | | | — | | | | 40 | | Other | | | — | | | | 40 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 50 | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total | | $ | 26 | | | $ | 241 | | | $ | — | | | $ | 336 | | | $ | 13 | | | $ | 45 | | | | | | | | | | | | | | | | | | | | | | | $ | 274 | | | $ | 340 | | | $ | 63 | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | December 31, 2017 | | | | | Domestic Plan | | | U.K. Plan | | | International Plans | | | | | | | | (in millions) | | | | | Level 1 | | | | | | | | | | | | | Cash and cash equivalents | | $ | — | | | $ | — | | | $ | 11 | | Level 2 | | | | | | | | | | | | | Equity funds | | | — | | | | — | | | | 6 | | Bond funds | | | — | | | | — | | | | 5 | | Net asset value(1) | | | | | | | | | | | | | Common collective trusts | | | 306 | | | | 386 | | | | 43 | | | | | | | | | | | | | | | | | $ | 306 | | | $ | 386 | | | $ | 65 | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | December 31, 2015 | | | | | Domestic Plan | | | U.K. Plan | | | International Plans | | | | | Level 1 | | | Level 2 | | | Level 1 | | | Level 2 | | | Level 1 | | | Level 2 | | | | | (in millions) | | Cash and cash equivalents | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 10 | | | $ | — | | Equity funds | | | 64 | | | | — | | | | — | | | | — | | | | 4 | | | | 7 | | Debt securities | | | 2 | | | | 71 | | | | — | | | | — | | | | — | | | | — | | Bond funds | | | — | | | | — | | | | — | | | | — | | | | — | | | | 7 | | Common collective trusts | | | — | | | | 128 | | | | — | | | | 368 | | | | — | | | | 32 | | | | | | | | | | | | | | | | | | | | | | | | | | | Total | | $ | 66 | | | $ | 199 | | | $ | — | | | $ | 368 | | | $ | 14 | | | $ | 46 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (1) | Certain investments are measured at net asset value per share as a practical expedient and, therefore, have not been classified in the fair value hierarchy. |
We expect to contribute approximately $21$8 million, $8$9 million and $4 million to the Domestic Plan, the U.K. Plan and the International Plans, respectively, in 2017.2019. As of December 31, 2016,2018, the benefits expected to be paid in the next five years and in the aggregate for the five years thereafter were as follows: | | | | Domestic Plan | | | U.K. Plan | | | International Plans | | | Domestic Plan | | | U.K. Plan | | | International Plans | | | Year | | (in millions) | | | | | | (in millions) | | | | | 2017 | | $ | 30 | | | $ | 13 | | | $ | 9 | | | 2018 | | | 27 | | | | 13 | | | | 5 | | | 2019 | | | 26 | | | | 13 | | | | 5 | | | $ | 35 | | | $ | 19 | | | $ | 11 | | 2020 | | | 26 | | | | 14 | | | | 5 | | | | 27 | | | | 19 | | | | 6 | | 2021 | | | 26 | | | | 14 | | | | 5 | | | | 27 | | | | 20 | | | | 5 | | 2022-2026 | | | 124 | | | | 73 | | | | 24 | | | 2022 | | | | 26 | | | | 20 | | | | 5 | | 2023 | | | | 26 | | | | 20 | | | | 5 | | 2024-2028 | | | | 121 | | | | 107 | | | | 24 | | | | | | | | | | | | | | | | | | | | | | | $ | 259 | | | $ | 140 | | | $ | 53 | | | $ | 262 | | | $ | 205 | | | $ | 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, 2016,2018 and 2017, the multiple employer plan had combined plan assets of $289$297 million and $331 million, respectively, and a projected benefit obligation of $405 million.
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, 2016 and 2015, these plans had benefit obligations of $19$380 million and $17$409 million, respectively, which were fully accrued in other liabilities in our consolidated balance sheets. Expense incurred under the Supplemental Plans for the year ended December 31, 2016 was $3 million and for the years ended December 31, 2015 and 2014 was less than $1 million.respectively.
We have various employee defined contribution investment plans whereby we contribute matching percentages of employee contributions. The aggregate expense under these plans totaled $17$16 million, $18$15 million and $19$17 million for the years ended December 31, 2016, 20152018, 2017 and 2014,2016, respectively. Note 17: 16:Share-Based Compensation We recordedrecognized share-based compensation expense of $81$127 million, $147$121 million and $69$81 million during the years ended December 31, 2016, 20152018, 2017 and 2014,2016, respectively, which includesincluded amounts reimbursed by hotel owners. The total tax benefit recognized related to thisshare-based compensation expense was $31$42 million, $31$49 million and $14$31 million for the years ended December 31, 2018, 2017 and 2016, 2015 and 2014, respectively. Share-based compensation expense for the years ended December 31, 2015 and 2014 included compensation expense that was recognized when certain remaining awards granted in connection with our initial public offering vested during 2015 and 2014. Additionally, we terminated a cash-based, long-term incentive plan and reversed the associated accruals resulting in a reduction of compensation expense for the year ended December 31, 2014. As of December 31, 20162018 and 2015,2017, we accrued $15 million and $7 million, respectively, in accounts payable, accrued expenses and other in our consolidated balance sheets for certain awards settled in cash. As of December 31, 2016,2018, unrecognized compensation costs for unvested awards was approximately $83$121 million, which is expected to be recognized over a weighted-average period of 1.7 years on a straight-line basis. ThereAs of December 31, 2018, there were 21,823,63316.1 million shares of common stock available for future issuance under the StockHilton 2017 Omnibus Incentive Plan, plus any shares subject to awards outstanding under our 2013 Omnibus Incentive Plan, which will become available for issuance under our 2017 Omnibus Incentive Plan as a result of December 31, 2016. All share and share-related information have been adjusted to reflect the Reverse Stock Split. See Note 1: “Organization” for further discussion.such outstanding awards expiring or terminating or being canceled or forfeited.
RSUs The following table provides information about our RSU grants for the last three fiscal years: | | | | | | | | | | | | | | | | Year Ended December 31, | | | | | 2016 | | | 2015 | | | 2014 | | Number of shares granted | | | 1,169,238 | | | | 679,546 | | | | 1,883,454 | | Weighted average grant date fair value per share | | $ | 59.73 | | | $ | 82.38 | | | $ | 64.59 | | Fair value of shares vested (in millions)(1) | | $ | 40 | | | $ | 90 | | | $ | — | |
(1) | The fair value of shares vested during the year ended December 31, 2014 was less than $1 million. |
| | | | | | | | | | | | | | | | Year Ended December 31, | | | | | 2018 | | | 2017 | | | 2016 | | | | | (in millions, except per share data) | | Number of shares granted | | | 0.9 | | | | 1.5 | | | | 1.2 | | Weighted average grant date fair value per share | | $ | 79.31 | | | $ | 58.80 | | | $ | 59.73 | | Aggregate intrinsic value of shares vested | | $ | 123 | | | $ | 78 | | | $ | 40 | |
The following table summarizes the activity of our RSUs during the year ended December 31, 2016:2018: | | | | | | | | | | | | Number of
Shares | | | Weighted Average
Grant Date Fair
Value per Share | | Outstanding as of December 31, 2015 | | | 1,246,084 | | | $ | 73.44 | | Granted | | | 1,169,238 | | | | 59.73 | | Vested | | | (683,262 | ) | | | 70.50 | | Forfeited | | | (107,519 | ) | | | 66.90 | | | | | | | | | | | Outstanding as of December 31, 2016 | | | 1,624,541 | | | | 65.24 | | | | | | | | | | |
| | | | | | | | | | | | Number of
Shares | | | Weighted Average
Grant Date Fair
Value per Share | | | | | (in millions) | | | | | Outstanding as of December 31, 2017 | | | 2.8 | | | $ | 51.44 | | Granted | | | 0.9 | | | | 79.31 | | Vested | | | (1.5) | | | | 49.56 | | Forfeited | | | (0.2) | | | | 56.09 | | | | | | | | | | | Outstanding as of December 31, 2018 | | | 2.0 | | | | 64.88 | | | | | | | | | | |
Options The following table provides information about our option grants for the last three fiscal years: | | | | | | | | | Year Ended December 31, | | | | | Year Ended December 31, | | | 2018 | | | 2017 | | | 2016 | | | | | 2016 | | | 2015 | | | 2014 | | | (in millions, except per share data) | | Number of options granted | | | 503,150 | | | | 309,528 | | | | 334,530 | | | | 0.6 | | | | 0.7 | | | | 0.5 | | Weighted average exercise price per share | | $ | 58.83 | | | $ | 82.38 | | | $ | 64.59 | | | $ | 79.36 | | | $ | 58.40 | | | $ | 58.83 | | Weighted average grant date fair value per share | | $ | 16.41 | | | $ | 25.17 | | | $ | 22.74 | | | $ | 23.72 | | | $ | 13.96 | | | $ | 16.41 | |
The weighted average grant date fair value per share of each of these option grants was determined using the Black-Scholes-MertonBlack- Scholes-Merton option-pricing model with the following assumptions: | | | | Year Ended December 31, | | | Year Ended December 31, | | | | | 2016 | | 2015 | | 2014 | | | 2018 | | | 2017 | | | 2016 | | Expected volatility(1) | | | 32.00 | % | | 28.00 | % | | 33.00 | % | | | 27.91% | | | | 24.00% | | | | 32.00% | | Dividend yield(2) | | | 1.43 | % | | — | % | | — | % | | | 0.74% | | | | 0.92% - 1.03% | | | | 1.43% | | Risk-free rate(3) | | | 1.36 | % | | 1.67 | % | | 1.85 | % | | | 2.73% | | | | 1.93% - 2.03% | | | | 1.36% | | Expected term (in years)(4) | | | 6.0 | | | 6.0 | | | 6.0 | | | | 6.0 | | | | 6.0 | | | | 6.0 | |
| (1) | Due to limited trading history for our commonEstimated using historical movement of Hilton’s stock we did not have sufficient information available on which to base a reasonable and supportable estimate of the expected volatility of our share price. As a result, we used an average historical volatility of our peer group over a time period consistent with our expected term assumption. Our peer group was determined based upon companies in our industry with similar business models and is consistent with those used to benchmark our executive compensation. |
| (2) | EstimatedFor the year ended December 31, 2018, estimated based on the quarterly dividend and the three-month average stock price at the grant date; for the years ended December 31, 2017 and 2016, estimated based on the expected annualized dividend payment at the date of grant. For the 2014 and 2015 options, we had no plans to pay dividends during the expected term at the time of grant.grant date. |
| (3) | Based on the yields of U.S. Department of Treasury instruments with similar expected lives. |
| (4) | Estimated using the average of the vesting periods and the contractual term of the options. |
The following table summarizes the activity of our options during the year ended December 31, 2016:2018: | | | | | | | | | | | | Number of
Shares | | | Weighted Average
Exercise Price per
Share | | Outstanding as of December 31, 2015 | | | 616,832 | | | $ | 73.47 | | Granted | | | 503,150 | | | | 58.83 | | Exercised | | | (5,724 | ) | | | 64.59 | | Forfeited, canceled or expired | | | (38,227 | ) | | | 69.03 | | | | | | | | | | | Outstanding as of December 31, 2016 | | | 1,076,031 | | | | 66.83 | | | | | | | | | | | Exercisable as of December 31, 2016 | | | 293,517 | | | | 70.57 | | | | | | | | | | |
| | | | | | | | | | | | Number of
Shares | | | Weighted Average
Exercise Price per
Share | | | | | (in millions) | | | | | Outstanding as of December 31, 2017 | | | 2.0 | | | $ | 51.24 | | Granted | | | 0.6 | | | | 79.36 | | Exercised | | | (0.2) | | | | 50.15 | | | | | | | | | | | Outstanding as of December 31, 2018(1) | | | 2.4 | | | | 58.50 | | | | | | | | | | | Exercisable as of December 31, 2018(2) | | | 1.1 | | | | 50.07 | |
| (1) | The aggregate intrinsic value was $36 million and the weighted average remaining contractual term was 8 years. |
| (2) | The aggregate intrinsic value was $25 million and the weighted average remaining contractual term was 7 years. |
Performance Shares During the years ended December 31, 2018 and 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 weighted average remaining contractual term for optionsperformance shares are settled at the end of the three-year performance period. In 2016, we modified the performance shares that were outstanding as of December 31, 2016, was 8.2 years. Performance Shares
In November 2016, we modified our performance shares whereby we will convert the performance shares granted in 2015 and 2016 to RSUswhich were based on a 100 percent achievement percentage with the same vesting periods as the original awards contingent upon the occurrencemeasure of the spin-offs, which was determinedCompany’s total shareholder return relative to be 100 percent probable.the total shareholder returns of members of a peer company group and the Company’s EBITDA CAGR, such that, upon completion of thespin-offs, they were converted to RSUs. We recognized $2.3 million, $3.3 million, and $0.3 million of incremental expense related to the modification of these grantsawards during the yearyears ended December 31, 2016. 2018, 2017 and 2016, respectively.
We will recognize additionaldetermined that the performance conditions for performance shares issued in 2018 and 2017 are probable of achievement and, as of December 31, 2018, we recognized compensation expense of $5.6 million fromrelated to these awards based on the modification over the remaining terms of the awards. following anticipated achievement percentages: | | | | | | | | | | | | EBITDA
CAGR | | | FCF
CAGR | | 2017 performance shares | | | 200 | % | | | 200 | % | 2018 performance shares | | | 150 | % | | | 150 | % |
The following table provides information about our performance share grants for the last three fiscal years: | | | | | | | | | | | | | | | | Year Ended December 31, | | | | | 2016 | | | 2015 | | | 2014 | | Relative Shareholder Return: | | | | | | | | | | | | | Number of shares granted | | | 300,784 | | | | 204,523 | | | | 176,661 | | Weighted average grant date fair value per share | | $ | 62.43 | | | $ | 98.94 | | | $ | 70.68 | | Fair value of shares vested (in millions) | | $ | 16 | | | $ | — | | | $ | — | | | | | | EBITDA CAGR: | | | | | | | | | | | | | Number of shares granted | | | 300,784 | | | | 204,523 | | | | 176,661 | | Weighted average grant date fair value per share | | $ | 58.83 | | | $ | 82.38 | | | $ | 64.59 | | Fair value of shares vested (in millions) | | $ | 12 | | | $ | — | | | $ | — | |
The grant date fair value of each of the performance shares based on relative shareholder return was determined using a Monte Carlo simulation valuation model with the following assumptions:
| | | | | | | | | | | | | | | | Year Ended December 31, | | | | | 2016 | | | 2015 | | | 2014 | | Expected volatility(1) | | | 31.00 | % | | | 24.00 | % | | | 30.00 | % | Dividend yield(2) | | | — | % | | | — | % | | | — | % | Risk-free rate(3) | | | 0.92 | % | | | 1.04 | % | | | 0.70 | % | Expected term (in years)(4) | | | 2.8 | | | | 2.8 | | | | 2.8 | |
(1) | Due to limited trading history for our common stock, we did not have sufficient information available on which to base a reasonable and supportable estimate of the expected volatility of our share price. As a result, we used an average historical volatility of our peer group over a time period consistent with our expected term assumption. Our peer group was determined based upon companies in our industry with similar business models and is consistent with those used to benchmark our executive compensation. |
(2) | As dividends are assumed to be reinvested in shares of common stock and dividends will not be paid to the participants of the performance shares unless the shares vest, we utilized a dividend yield of zero percent. |
(3) | Based on the yields of U.S. Department of Treasury instruments with similar expected lives. |
(4) | Midpoint of the 30-calendar day period preceding the end of the performance period. |
| | | | | | | | | | | | | | | | Year Ended December 31, | | | | | 2018 | | | 2017 | | | 2016 | | | | | (in millions, except per share data) | | EBITDA CAGR: | | | | | | | | | | | | | Number of shares granted | | | 0.2 | | | | 0.2 | | | | 0.3 | | Weighted average grant date fair value per share | | $ | 79.36 | | | $ | 58.40 | | | $ | 58.83 | | Aggregate intrinsic value of shares vested | | $ | — | | | $ | — | | | $ | 12 | | | | | | | | | | | | | | | FCF CAGR: | | | | | | | | | | | | | Number of shares granted | | | 0.2 | | | | 0.2 | | | | N/A | | Weighted average grant date fair value per share | | $ | 79.36 | | | $ | 58.40 | | | | N/A | | Aggregate intrinsic value of shares vested | | $ | — | | | $ | — | | | | N/A | | | | | | | | | | | | | | | Relative Shareholder Return: | | | | | | | | | | | | | Number of shares granted | | | N/A | | | | N/A | | | | 0.3 | | Weighted average grant date fair value per share | | | N/A | | | | N/A | | | $ | 62.43 | | Aggregate intrinsic value of shares vested | | | N/A | | | | N/A | | | $ | 16 | |
The following table summarizes the activity of our performance shares during the year ended December 31, 2016:2018: | | | | | | | | | | | | | | | | | | | | Relative Shareholder Return | | | EBITDA CAGR | | | | | Number of
Shares | | | Weighted Average
Grant Date Fair
Value per Share | | | Number of
Shares | | | Weighted Average
Grant Date Fair
Value per Share | | Outstanding as of December 31, 2015 | | | 366,361 | | | $ | 86.37 | | | | 366,361 | | | $ | 74.49 | | Granted | | | 300,784 | | | | 62.43 | | | | 300,784 | | | | 58.83 | | Vested | | | (152,835 | ) | | | 70.68 | | | | (152,835 | ) | | | 64.59 | | Forfeited or canceled | | | (178,508 | ) | | | 77.58 | | | | (178,508 | ) | | | 68.61 | | | | | | | | | | | | | | | | | | | Outstanding as of December 31, 2016 | | | 335,802 | | | | 76.74 | | | | 335,802 | | | | 68.09 | | | | | | | | | | | | | | | | | | |
DSUs | | | | | | | | | | | | | | | | | | | | EBITDA CAGR | | | FCF CAGR | | | | | Number of
Shares | | | Weighted Average
Grant Date Fair
Value per Share | | | Number of
Shares | | | Weighted Average
Grant Date Fair
Value per Share | | | | | (in millions) | | | | | | (in millions) | | | | | Outstanding as of December 31, 2017 | | | 0.2 | | | $ | 58.41 | | | | 0.2 | | | $ | 58.41 | | Granted | | | 0.2 | | | | 79.36 | | | | 0.2 | | | | 79.36 | | | | | | | | | | | | | | | | | | | Outstanding as of December 31, 2018 | | | 0.4 | | | | 69.53 | | | | 0.4 | | | | 69.53 | | | | | | | | | | | | | | | | | | |
During the years ended December 31, 2016 and 2015, we issued to our independent directors 11,393 and 6,179 DSUs, respectively, with grant date fair values of $66.12 and $84.96, respectively.
Note 18:17: Earnings (Loss) Per Share The following table presents the calculation of basic and diluted earnings (loss) per share. All share and per share amounts have been adjusted to reflect the Reverse Stock Split. See Note 1: “Organization” for further additional information.(“EPS”). | | | | Year Ended December 31, | | | Year Ended December 31, | | | | | 2016 | | | 2015 | | | 2014 | | | 2018 | | | 2017 | | | 2016 | | | | | (in millions, except per share
amounts) | | | (in millions, except per share amounts) | | Basic earnings (loss) per share: | | | | | | | | Basic EPS: | | | | | | | | Numerator: | | | | | | | | | | | | | Net income (loss) from continuing operations attributable to Hilton stockholders | | $ | (18 | ) | | $ | 876 | | | $ | 174 | | | $ | 764 | | | $ | 1,084 | | | $ | (27) | | Denominator: | | | | | | | | | | | | | Weighted average shares outstanding | | | 329 | | | | 329 | | | | 328 | | | | 302 | | | | 324 | | | | 329 | | | | | | | | | | | | | | | | | | | | | Basic earnings (loss) per share | | $ | (0.05 | ) | | $ | 2.67 | | | $ | 0.53 | | | Basic EPS | | | $ | 2.53 | | | $ | 3.34 | | | $ | (0.08) | | | | | | | | | | | | | | | | | | | | | Diluted earnings (loss) per share: | | | | | | | | | | | | | | | | Diluted EPS: | | | | | | | | Numerator: | | | | | | | | | | | | | Net income (loss) from continuing operations attributable to Hilton stockholders | | $ | (18 | ) | | $ | 876 | | | $ | 174 | | | $ | 764 | | | $ | 1,084 | | | $ | (27) | | Denominator: | | | | | | | | | | | | | Weighted average shares outstanding | | | 329 | | | | 330 | | | | 329 | | | | 305 | | | | 327 | | | | 329 | | | | | | | | | | | | | | | | | | | | | Diluted earnings (loss) per share | | $ | (0.05 | ) | | $ | 2.66 | | | $ | 0.53 | | | Diluted EPS | | | $ | 2.50 | | | $ | 3.32 | | | $ | (0.08) | | | | | | | | | | | | | | | | | | | | |
Approximately 1 million, 1 million and 2 million share-based compensation awards were excluded from the weighted average shares outstanding used in the computation of diluted EPS for the year ended December 31, 2016, and less than 1 million awards were excluded for the years ended December 31, 20152018, 2017 and 20142016, respectively, because their effect would have been anti-dilutive under the treasury stock method. Note 19:18: 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
Adjustment | | Total | | | Currency
Translation
Adjustment(1) | | | Pension
Liability
Adjustment | | | Cash Flow
Hedge
Adjustment | | | Total | | | | | (in millions) | | | Balance as of December 31, 2013 | | $ | (136 | ) | | $ | (134 | ) | | $ | 6 | | | $ | (264 | ) | | Other comprehensive loss before reclassifications | | | (299 | ) | | (49 | ) | | (9 | ) | | (357 | ) | | Amounts reclassified from accumulated other comprehensive loss | | | (5 | ) | | 4 | | | | — | | | (1 | ) | | | | | | | | | | | | | | | | Net current period other comprehensive loss | | | (304 | ) | | (45 | ) | | (9 | ) | | (358 | ) | | | | | | | | | | | | | | | | Equity contribution to consolidated variable interest entities | | | (6 | ) | | | — | | | | — | | | (6 | ) | | | | | | | | | | | | | | | | Balance as of December 31, 2014 | | | (446 | ) | | (179 | ) | | (3 | ) | | (628 | ) | | Other comprehensive loss before reclassifications | | | (150 | ) | | (21 | ) | | (7 | ) | | (178 | ) | | Amounts reclassified from accumulated other comprehensive loss | | | 16 | | | 6 | | | | — | | | 22 | | | | | | | | | | | | | | | | | Net current period other comprehensive loss | | | (134 | ) | | (15 | ) | | (7 | ) | | (156 | ) | | | | | | | | | | | | | | | | (in millions) | | Balance as of December 31, 2015 | | | (580 | ) | | (194 | ) | | (10 | ) | | (784 | ) | | $ | (580) | | | $ | (194) | | | $ | (10) | | | $ | (784) | | Other comprehensive loss before reclassifications | | | (157 | ) | | (63 | ) | | (5 | ) | | (225 | ) | | | (157) | | | | (63) | | | | (9) | | | | (229) | | Amounts reclassified from accumulated other comprehensive loss | | | (1 | ) | | 6 | | | 3 | | | 8 | | | | (1) | | | | 6 | | | | 7 | | | | 12 | | | | | | | | | | | | | | | | | | | | | | | | | | | Net current period other comprehensive loss | | | (158 | ) | | (57 | ) | | (2 | ) | | (217 | ) | | | (158) | | | | (57) | | | | (2) | | | | (217) | | | | | | | | | | | | | | | | | | | | | | | | | | | Balance as of December 31, 2016 | | $ | (738 | ) | | $ | (251 | ) | | $ | (12 | ) | | $ | (1,001 | ) | | | (738) | | | | (251) | | | | (12) | | | | (1,001) | | Other comprehensive income (loss) before reclassifications | | | | 161 | | | | 15 | | | | (4) | | | | 172 | | Amounts reclassified from accumulated other comprehensive loss | | | | 1 | | | | 7 | | | | 17 | | | | 25 | | | | | | | | | | | | | | | | | | | | | | | | | | | Net current period other comprehensive income | | | | 162 | | | | 22 | | | | 13 | | | | 197 | | Spin-offs of Park and HGV | | | | 63 | | | | — | | | | — | | | | 63 | | | | | | | | | | | | | | | | Balance as of December 31, 2017 | | | | (513) | | | | (229) | | | | 1 | | | | (741) | | Other comprehensive income (loss) before reclassifications | | | | (70) | | | | (18) | | | | 17 | | | | (71) | | Amounts reclassified from accumulated other comprehensive loss | | | | — | | | | 9 | | | | 5 | | | | 14 | | | | | | | | | | | | | | | | Net current period other comprehensive income (loss) | | | | (70) | | | | (9) | | | | 22 | | | | (57) | | Cumulative effect of the adoption of ASU2018-02 | | | | 38 | | | | (22) | | | | — | | | | 16 | | | | | | | | | | | | | | | | Balance as of December 31, 2018 | | | $ | (545) | | | $ | (260) | | | $ | 23 | | | $ | (782) | | | | | | | | | | | | | | | |
| (1) | Includes net investment hedges and intra-entity foreign currency transactions that are of a long-term investment nature. |
The following table presents additional information about reclassifications out of accumulated other comprehensive loss (amounts in parentheses indicate a loss in our consolidated statementstatements of operations): | | | | | | | | | | | | | | | | Year Ended
December 31, | | | | | 2016 | | | 2015 | | | 2014 | | | | | (in millions) | | Currency translation adjustment: | | | | | | | | | | | | | Sale and liquidation of foreign assets(1) | | $ | — | | | $ | (25 | ) | | $ | 3 | | Gains on net investment hedges(2) | | | 1 | | | | — | | | | 2 | | Tax benefit(3)(4) | | | — | | | | 9 | | | | — | | | | | | | | | | | | | | | Total currency translation adjustment reclassifications for the period, net of tax | | | 1 | | | | (16 | ) | | | 5 | | | | | | | | | | | | | | | Pension liability adjustment: | | | | | | | | | | | | | Amortization of prior service cost(5) | | | (4 | ) | | | (4 | ) | | | (4 | ) | Amortization of net loss(5) | | | (5 | ) | | | (5 | ) | | | (3 | ) | Tax expense(3) | | | 3 | | | | 3 | | | | 3 | | | | | | | | | | | | | | | Total pension liability adjustment reclassifications for the period, net of tax | | | (6 | ) | | | (6 | ) | | | (4 | ) | | | | | | | | | | | | | | Cash flow hedge adjustment: | | | | | | | | | | | | | Dedesignation of interest rate swaps(6) | | | (4 | ) | | | — | | | | — | | Tax benefit(3) | | | 1 | | | | — | | | | — | | | | | | | | | | | | | | | Total cash flow hedge adjustment reclassifications for the period, net of tax | | | (3 | ) | | | — | | | | — | | | | | | | | | | | | | | | Total reclassifications for the period, net of tax | | $ | (8 | ) | | $ | (22 | ) | | $ | 1 | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | Year Ended December 31, | | | | | 2018 | | | 2017 | | | 2016 | | | | | (in millions) | | Currency translation adjustment: | | | | | | | | | | | | | Sale or liquidation of investment in foreign entity(1) | | $ | — | | | $ | (2) | | | $ | — | | Gains on net investment hedges(1) | | | — | | | | 1 | | | | 1 | | | | | | | | | | | | | | | Total currency translation adjustment reclassifications for the period, net of taxes | | | — | | | | (1) | | | | 1 | | | | | | | | | | | | | | | Pension liability adjustment: | | | | | | | | | | | | | Amortization of prior service cost(2) | | | (3) | | | | (3) | | | | (4) | | Amortization of net loss(2) | | | (8) | | | | (7) | | | | (5) | | Tax benefit(3) | | | 2 | | | | 3 | | | | 3 | | | | | | | | | | | | | | | Total pension liability adjustment reclassifications for the period, net of taxes | | | (9) | | | | (7) | | | | (6) | | | | | | | | | | | | | | | Cash flow hedge adjustment: | | | | | | | | | | | | | Dedesignated interest rate swaps(4) | | | (6) | | | | (26) | | | | (12) | | Tax benefit(3) | | | 1 | | | | 9 | | | | 5 | | | | | | | | | | | | | | | Total cash flow hedge adjustment reclassifications for the period, net of taxes | | | (5) | | | | (17) | | | | (7) | | | | | | | | | | | | | | | Total reclassifications for the period, net of taxes | | $ | (14) | | | $ | (25) | | | $ | (12) | | | | | | | | | | | | | | |
| (1) | Reclassified out of accumulated other comprehensive loss to gain on sales of assets, net for the year ended December 31, 2015 and other non-operating income, net for the year ended December 31, 2014 in our consolidated statements of operations. |
(2) | Reclassified out of accumulated other comprehensive loss to gain (loss) on foreign currency transactions in our consolidated statements of operations. The related tax benefits for the years ended December 31, 2017 and 2016 were less than $1 million and were reclassified out of accumulated other comprehensive loss to income tax benefit (expense) in our consolidated statements of operations. |
| (2) | Reclassified out of accumulated other comprehensive loss to othernon-operating income, net in our consolidated statements of operations. These amounts were included in the computation of net periodic pension cost (credit). See Note 15: “Employee Benefit Plans” for additional information. |
| (3) | Reclassified out of accumulated other comprehensive loss to income tax benefit (expense) in our consolidated statements of operations. |
| (4) | The tax benefit was less than $1 million for the years ended December 31, 2016 and 2014. |
(5) | Reclassified out of accumulated other comprehensive loss to general and administrative expenses in our consolidated statements of operations. These amounts were included in the computation of net periodic pension cost. See Note 16: “Employee Benefit Plans” for additional information. |
(6) | Reclassified out of accumulated other comprehensive loss to interest expense in our consolidated statementstatements of operations. See Note 11: “Derivative Instruments and Hedging Activities” for additional information. |
Note 20:19: Business Segments We are a diversified hospitality company with operations organized in two distinct operating segments, following the spin-offs: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, 2016,2018, this segment included 559689 managed hotels and 4,1754,874 franchised hotels totaling 4,734 properties consisting of 738,724882,873 total rooms. This segment also earns licensing fees from HGV andco-brand credit card arrangements, as well as fees for managing properties in our ownership segment. As of December 31, 2016,2018, the ownership segment included 7471 properties totaling 22,29121,720 rooms, comprising 6562 hotels that we wholly owned or leased, one hotel owned by a consolidatednon-wholly owned entity, two hotels leased by consolidated VIEs and six hotels owned or leased by unconsolidated affiliates. Effective January 3, 2017, as a result of the completion of the spin-offs, our ownership of 58 hotels, as well as our ownership interests in nine hotels that were owned or leased by unconsolidated affiliates, were transferred to Park and managed or franchised by Hilton. Additionally, our timeshare properties, which were included in our historical timeshare segment, were owned by HGV and franchised by Hilton. As such, the financial position and results of operations for these properties as of December 31, 2016 and 2015 and for the years ended December 31, 2016, 2015 and 2014 were included within discontinued operations in our consolidated financial statements.
Prior to the spin-offs, the performance of our operating segments was evaluated primarily on Adjusted EBITDA. Following the spin-offs, theThe performance of our operating segments is evaluated primarily on operating income, without allocating corporate and other revenues and expenses or indirect general and administrative expenses, as we have simplified our operating segments and certain adjustments included in Adjusted EBITDA on a segment basis are no longer applicable.expenses.
The following table presents revenues for our reportable segments, reconciled to consolidated amounts: | | | | Year Ended December 31, | | | Year Ended December 31, | | | | | 2016 | | 2015 | | 2014 | | | 2018 | | | 2017 | | | 2016 | | | | | (in millions) | | | (in millions) | | Management and franchise(1) | | $ | 1,580 | | | $ | 1,496 | | | $ | 1,302 | | | Franchise and licensing fees | | | $ | 1,537 | | | $ | 1,326 | | | $ | 1,095 | | Base and other management fees(1) | | | | 385 | | | | 379 | | | | 284 | | Incentive management fees | | | | 235 | | | | 222 | | | | 142 | | | | | | | | | | | | | Management and franchise | | | | 2,157 | | | | 1,927 | | | | 1,521 | | Ownership | | | 1,452 | | | 1,596 | | | 1,776 | | | | 1,484 | | | | 1,432 | | | | 1,434 | | | | | | | | | | | | | | | | | | | | | Segment revenues | | | 3,032 | | | 3,092 | | | 3,078 | | | | 3,641 | | | | 3,359 | | | | 2,955 | | Amortization of contract acquisition costs | | | | (27) | | | | (17) | | | | (16) | | Other revenues | | | 82 | | | 71 | | | 80 | | | | 98 | | | | 105 | | | | 82 | | Other revenues from managed and franchised properties | | | 4,310 | | | 4,011 | | | 3,567 | | | Direct reimbursements from managed and franchised properties(2) | | | | 2,881 | | | | 2,572 | | | | 1,644 | | Indirect reimbursements from managed and franchised properties(2) | | | | 2,357 | | | | 2,155 | | | | 1,953 | | Intersegment fees elimination(1) | | | (42 | ) | | (41 | ) | | (37 | ) | | | (44) | | | | (43) | | | | (42) | | | | | | | | | | | | | | | | | | | | | Total revenues | | $ | 7,382 | | | $ | 7,133 | | | $ | 6,688 | | | $ | 8,906 | | | $ | 8,131 | | | $ | 6,576 | | | | | | | | | | | | | | | | | | | | |
| (1) | Includes management, royalty and intellectual propertyIP fees charged to our ownership segment by our management and franchise segment, which were eliminated in our consolidated financial statements.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, | | | | | 2016 | | 2015 | | 2014 | | | 2018 | | | 2017 | | | 2016 | | | | | (in millions) | | | | | | (in millions) | | | | | Management and franchise(1) | | $ | 1,580 | | | $ | 1,496 | | | $ | 1,302 | | | $ | 2,157 | | | $ | 1,927 | | | $ | 1,521 | | Ownership(1) | | | 115 | | | 141 | | | 153 | | | | 108 | | | | 120 | | | | 113 | | | | | | | | | | | | | | | | | | | | | Segment operating income | | | 1,695 | | | 1,637 | | | 1,455 | | | | 2,265 | | | | 2,047 | | | | 1,634 | | Amortization of contract acquisition costs | | | | (27) | | | | (17) | | | | (16) | | Other revenues, less other expenses | | | 31 | | | 31 | | | 22 | | | | 47 | | | | 49 | | | | 16 | | Net other expenses from managed and franchised properties | | | | (85) | | | | (172) | | | | (12) | | Depreciation and amortization | | | (364 | ) | | (385 | ) | | (363 | ) | | | (325) | | | | (336) | | | | (353) | | Impairment loss | | | (15 | ) | | (9 | ) | | | — | | | General and administrative | | | (403 | ) | | (537 | ) | | (411 | ) | | | (443) | | | | (439) | | | | (409) | | Gain on sales of assets, net | | | 8 | | | 163 | | | | — | | | | — | | | | — | | | | 8 | | | | | | | | | | | | | | | | | | | | | Operating income | | | 952 | | | 900 | | | 703 | | | | 1,432 | | | | 1,132 | | | | 868 | | Interest expense | | | (394 | ) | | (377 | ) | | (416 | ) | | | (371) | | | | (351) | | | | (334) | | Gain (loss) on foreign currency transactions | | | (16 | ) | | (41 | ) | | 26 | | | | (11) | | | | 3 | | | | (16) | | Loss on debt extinguishment | | | | — | | | | (60) | | | | — | | Other non-operating income, net | | | 14 | | | 51 | | | 20 | | | | 28 | | | | 29 | | | | 22 | | | | | | | | | | | | | | | | | | | | | Income from continuing operations before income taxes | | $ | 556 | | | $ | 533 | | | $ | 333 | | | $ | 1,078 | | | $ | 753 | | | $ | 540 | | | | | | | | | | | | | | | | | | | | |
| (1) | Includes management, royalty and intellectual propertyIP fees charged to our ownership segment by our management and franchise segment, which were eliminated in our consolidated financial statements.statements of operations. |
The following table presents total assets for our reportable segments, reconciled to consolidated amounts of continuing operations:amounts: | | | | December 31, | | | December 31, | | | | | 2016 | | | 2015 | | | 2018 | | | 2017 | | | | | (in millions) | | | (in millions) | | Management and franchise | | $ | 10,825 | | | $ | 11,078 | | | $ | 11,362 | | | $ | 11,505 | | Ownership | | | 1,032 | | | | 1,116 | | | | 927 | | | | 964 | | Corporate and other | | | 2,529 | | | | 1,960 | | | | 1,706 | | | | 1,759 | | | | | | | | | | | | | | | | | $ | 14,386 | | | $ | 14,154 | | | $ | 13,995 | | | $ | 14,228 | | | | | | | | | | | | | | |
The following table presents capital expenditures for property and equipment for our reportable segments, reconciled to consolidated capital expenditures of continuing operations: | | | | Year Ended December 31, | | | Year Ended December 31, | | | | | 2016 | | | 2015 | | | 2014 | | | 2018 | | | 2017 | | | 2016 | | | | | (in millions) | | | | | | (in millions) | | | | | Ownership | | $ | 45 | | | $ | 52 | | | $ | 76 | | | $ | 42 | | | $ | 32 | | | $ | 45 | | Corporate and other | | | 17 | | | | 15 | | | | 8 | | | | 30 | | | | 26 | | | | 17 | | | | | | | | | | | | | | | | | | | | | | | $ | 62 | | | $ | 67 | | | $ | 84 | | | $ | 72 | | | $ | 58 | | | $ | 62 | | | | | | | | | | | | | | | | | | | | |
Total revenues by country were as follows: | | | | Year Ended December 31, | | | Year Ended December 31, | | | | | 2016 | | | 2015 | | | 2014 | | | 2018 | | | 2017 | | | 2016 | | | | | (in millions) | | | | | | (in millions) | | | | | U.S. | | $ | 5,315 | | | $ | 4,935 | | | $ | 4,355 | | | $ | 6,848 | | | $ | 6,046 | | | $ | 4,524 | | United Kingdom | | | 955 | | | | 1,017 | | | | 874 | | | | 545 | | | | 544 | | | | 942 | | All other | | | 1,112 | | | | 1,181 | | | | 1,459 | | | | 1,513 | | | | 1,541 | | | | 1,110 | | | | | | | | | | | | | | | | | | | | | | | $ | 7,382 | | | $ | 7,133 | | | $ | 6,688 | | | $ | 8,906 | | | $ | 8,131 | | | $ | 6,576 | | | | | | | | | | | | | | | | | | | | |
Other than the countries included above, there were no countries that individually represented more than 10 percent of total revenues for the years ended December 31, 2016, 20152018, 2017 and 2014.2016. Property and equipment, net by country was as follows: | | | | December 31, | | | December 31, | | | | | 2016 | | | 2015 | | | 2018 | | | 2017 | | | | | (in millions) | | | (in millions) | | U.S. | | $ | 92 | | | $ | 141 | | | $ | 109 | | | $ | 105 | | Japan | | | 87 | | | | 76 | | | | 106 | | | | 94 | | United Kingdom | | | 79 | | | | 100 | | | | 75 | | | | 82 | | Germany | | | 35 | | | | 37 | | | | 40 | | | | 36 | | All other | | | 48 | | | | 57 | | | | 37 | | | | 36 | | | | | | | | | | | | | | | | | $ | 341 | | | $ | 411 | | | $ | 367 | | | $ | 353 | | | | | | | | | | | | | | |
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, 20162018 and 2015.2017. Note 21:20: Commitments and Contingencies As of December 31, 2016, we had an outstanding guarantee of $5 million, with a remaining term of seven years, for debt of a third party and had one letter of credit for $25 million that was pledged as collateral for the guarantee, which was reduced to $5 million subsequent to December 31, 2016. Although we believe it is unlikely that material payments will be required under the guarantee or letter of credit, there can be no assurance that this will be the case.
We have also providedprovide 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, 2016,2018, we had seven contracts containingfive performance guarantees, with expirations ranging from 2019 to 2030, and possible cash outlays totaling approximately $69$36 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 guarantees.guarantee. We do not have any letters of credit pledged as collateral against these guarantees. As of December 31, 20162018 and 2015,2017, we recorded approximately $11accrued liabilities of $12 million and $8$21 million, respectively, in accounts payable, accrued expenses and other and approximately $17 million and $25 million, respectively, in other liabilities infor our consolidated balance sheets for an outstanding performance guarantee that isguarantees, which were related to a VIEone hotel and two hotels, respectively, of VIEs for which we arewere not the primary beneficiary. We may enter into new contracts containing performance guarantees in the future, which could increase our possible cash outlays. We have entered into an agreementagreements with an affiliateowners of the owner ofcertain hotels that we operate or will operate under a hotel whereby we have agreed to provide a $60 million junior mezzanine loanmanagement or franchise contract to finance capital expenditures at the constructionhotels for approximately $29 million. As of a new hotel that we will manage. The junior mezzanine loan is subordinated to a senior mortgage loan and senior mezzanine loan provided by third parties unaffiliated with us and will be funded on a pro rata basis with these loans as the construction costs are incurred. During the years ended December 31, 20162018, we had not funded any of these commitments and 2015, we funded $34 million and $17 million, respectively, of this commitment, and we expect to fund our remaining commitment of $9$19 million in 2017.2019 and $10 million 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, 2018 and 2017, we had collected an aggregate of $375 million and $402 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, 20162018 will not have a material adverse effect on our consolidated financial position, results of operations financial position or cash flows. Note 22:21: Related Party Transactions Equity Investments We hold equity investments in entities that own or lease properties that we manage. The following tables summarize amountsAmounts included in our consolidated financial statementsbalance sheets related to these management agreements:contracts as of December 31, 2018 and 2017 primarily included $19 million and $20 million, respectively, of management and franchise contracts, net. Amounts included in our consolidated statements of operations for the years ended December 31, 2018, 2017 and 2016 primarily included: (i) management and franchise fees of $10 million, $10 million and $12 million, respectively; (ii) other revenues from managed and franchised properties of $22 million, $22 million and $21 million, respectively; and (iii) other expenses from managed and franchised properties of $22 million, $22 million and $21 million, respectively. | | | | | | | | | | | | December 31, | | | | | 2016 | | | 2015 | | | | | (in millions) | | Balance Sheets | | | | | | | | | Assets: | | | | | | | | | Accounts receivable, net | | $ | 4 | | | $ | 8 | | Management and franchise contracts, net | | | 20 | | | | 20 | | Liabilities: | | | | | | | | | Accounts payable, accrued expenses and other | | | 1 | | | | 2 | |
| | | | | | | | | | | | | | | | Year Ended December 31, | | | | | 2016 | | | 2015 | | | 2014 | | | | | (in millions) | | Statements of Operations | | | | | | | | | | | | | Revenues: | | | | | | | | | | | | | Franchise fees | | $ | 1 | | | $ | 1 | | | $ | 1 | | Base and other management fees | | | 8 | | | | 6 | | | | 6 | | Incentive management fees | | | 4 | | | | 2 | | | | 1 | | Other revenues from managed and franchised properties | | | 21 | | | | 31 | | | | 32 | | Expenses: | | | | | | | | | | | | | Other expenses from managed and franchised properties | | | 21 | | | | 31 | | | | 32 | | Statements of Cash Flows | | | | | | | | | | | | | Investing Activities: | | | | | | | | | | | | | Contract acquisition costs | | | — | | | | 4 | | | | — | |
The Blackstone Group
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 agreements.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 risk of loss. The following tables summarize amountsDue to sales of the Company’s common stock, Blackstone was no longer considered a related party of the Company as of October 1, 2017. Amounts included in our consolidated financial statements of operations related to these management and franchise agreements: | | | | | | | | | | | | December 31, | | | | | 2016 | | | 2015 | | | | | (in millions) | | Balance Sheets | | | | | | | | | Assets: | | | | | | | | | Accounts receivable, net | | $ | 18 | | | $ | 21 | | Management and franchise contracts, net | | | 13 | | | | 16 | | Liabilities: | | | | | | | | | Accounts payable, accrued expenses and other | | | 8 | | | | 9 | |
| | | | | | | | | | | | | | | | Year Ended
December 31, | | | | | 2016 | | | 2015 | | | 2014 | | | | | (in millions) | | Statements of Operations | | | | | | | | | | | | | Revenues: | | | | | | | | | | | | | Franchise fees | | $ | 29 | | | $ | 34 | | | $ | 33 | | Base and other management fees | | | 10 | | | | 11 | | | | 23 | | Incentive management fees | | | 3 | | | | 3 | | | | 4 | | Other revenues from managed and franchised properties | | | 144 | | | | 160 | | | | 293 | | Expenses: | | | | | | | | | | | | | Depreciation and amortization | | | 1 | | | | — | | | | — | | Other expenses from managed and franchised properties | | | 144 | | | | 160 | | | | 293 | | Statements of Cash Flows | | | | | | | | | | | | | Investing Activities: | | | | | | | | | | | | | Contract acquisition costs | | | — | | | | — | | | | 7 | |
We also purchase products and services from entities affiliated with or owned by Blackstone. The fees paidcontracts, for these products and services were $9 million, $32 million and $31 million duringthe period of time Blackstone was considered a related party, for the years ended December 31, 2017 and 2016 2015primarily included: (i) management and 2014,franchise fees of $24 million and $42 million, respectively; (ii) other revenues from managed and franchised properties of $113 million and $144 million, respectively; and (iii) other expenses from managed and franchised properties of $113 million and $144 million, respectively. 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.
Note 23:22: Supplemental Disclosures of Cash Flow Information Interest paid during the years ended December 31, 2018, 2017 and 2016, 2015 and 2014, was $478$330 million, $485$314 million and $514$478 million, respectively. Income taxes, net of refunds, paid during the years ended December 31, 2018, 2017 and 2016 2015 and 2014 were $677$288 million, $475$526 million and $429$677 million, respectively. The followingnon-cash investing and financing activities were excluded from the consolidated statements of cash flows: In 2017, we hadnon-cash financing activities of $25 million in connection with thespin-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 of our consolidated VIEs modified the terms of its capital lease resulting in a reduction in long-term debt of $24 million.
In 2014, we transferred $45 million of Park’s property and equipment to HGV’s timeshare inventory as part of the conversion of certain floors at one of Park’s properties into timeshare units.
In 2014, we completed an equity investments exchange for Park with a joint venture partner where we acquired $144 million of property and equipment, $1 million of other intangible assets and assumed $64 million of long-term debt. We also disposed of $59 million in equity method investments.
In 2014, we restructured a capital lease of Park in conjunction with a rent arbitration ruling, for which we recorded an additional capital lease asset and obligation of $11 million.
Note 24:23: Condensed Consolidating Guarantor Financial Information In October 2013,April 2018, Hilton Domestic Operating Company Inc. (“HOC”), which is 100 percent owned by Hilton Worldwide Finance LLC, issued the 2026 Senior Notes. In March 2017, Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. (the “HWF Issuers”), entities that are 100 percent owned by Hilton Worldwide Parent LLC (“HWP”), which is 100 percent owned by the Parent, issued the 20212025 Senior Notes and 2027 Senior Notes. In September 2016, Hilton Domestic Operating Company Inc. (“HOC”), an entity incorporated in July 2016 that is 100 percent owned by Hilton Worldwide Finance LLC and a guarantor of the 2021 Senior Notes,HOC assumed the 2024 Senior Notes that were issued in August 2016 by escrow issuers and are guaranteed byissuers. In October 2013, the HWF Issuers and HWP. issued the 2021 Senior Notes, which were redeemed in full in March 2017. See Note 9: “Debt” for additional information. The 2021HWF Issuers are guarantors of the 2026 Senior Notes and the 2024 Senior Notes. HOC is a guarantor of the 2025 Senior Notes and the 2027 Senior Notes and was a guarantor of the 2021 Senior Notes prior to their redemption. The 2024 Senior Notes, 2025 Senior Notes, 2026 Senior Notes and 2027 Senior Notes are collectively referred to as the Senior Notes. The HWF Issuers and HOC are collectively referred to as the Subsidiary Issuers. 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.
The Senior Notes are guaranteed jointly and severally on a senior unsecured basis by HWP, the Parent and certain of the Parent’s 100 percent owned domestic restricted subsidiaries that are themselves not issuers of the applicable series of Senior Notes (together, the “Guarantors”“Guarantors’’). The indentures that govern the Senior Notes provide that any subsidiary of the Company that provides a guarantee of the Senior Secured Credit Facilityour senior secured credit facility will guarantee the Senior Notes. NoneAs of December 31, 2018, none of our foreign subsidiaries or U.S. subsidiaries owned by foreign subsidiaries or conducting foreign operations or our non-whollynon- wholly owned subsidiaries guaranteeguaranteed the Senior Notes (collectively, the “Non-Guarantors”“Non-Guarantors”). 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 the Senior Secured Credit Facility;our senior secured credit facility; (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. The following schedulestables present the condensed consolidating financial information as of December 31, 20162018 and 2015,2017 and for the years ended December 31, 2016, 20152018, 2017 and 2014,2016, for the Parent, HWF Issuers, HOC, Guarantors andNon-Guarantors. | | | | December 31, 2016 | | | December 31, 2018 | | | | | Parent | | HWF
Issuers | | HOC | | Guarantors | | Non-
Guarantors | | Eliminations | | Total | | | Parent | | | HWF
Issuers | | | HOC | | | Guarantors | | | Non-
Guarantors | | | Eliminations | | | Total | | | | | (in millions) | | | (in millions) | | ASSETS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Current Assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Cash and cash equivalents | | $ | — | | | $ | — | | | $ | 3 | | | $ | 22 | | | $ | 1,037 | | | $ | — | | | $ | 1,062 | | | $ | — | | | $ | — | | | $ | 3 | | | $ | 17 | | | $ | 383 | | | $ | — | | | $ | 403 | | Restricted cash and cash equivalents | | | — | | | | — | | | 87 | | | 9 | | | 25 | | | | — | | | 121 | | | | — | | | | — | | | | 34 | | | | 15 | | | | 32 | | | | — | | | | 81 | | Accounts receivable, net | | | — | | | | — | | | 7 | | | 484 | | | 264 | | | | — | | | 755 | | | | — | | | | — | | | | 10 | | | | 735 | | | | 405 | | | | — | | | | 1,150 | | Intercompany receivables | | | — | | | | — | | | | — | | | | — | | | 42 | | | (42 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | 40 | | | | (40) | | | | — | | Prepaid expenses | | | — | | | | — | | | 6 | | | 21 | | | 65 | | | (3 | ) | | 89 | | | | — | | | | — | | | | 52 | | | | 37 | | | | 80 | | | | (9) | | | | 160 | | Income taxes receivable | | | — | | | | — | | | — | | | 30 | | | | — | | | (17 | ) | | 13 | | | | — | | | | — | | | | — | | | | 23 | | | | — | | | | (3) | | | | 20 | | Other | | | — | | | | — | | | 1 | | | 5 | | | 33 | | | | — | | | 39 | | | | — | | | | 1 | | | | 1 | | | | 13 | | | | 154 | | | | — | | | | 169 | | Current assets of discontinued operations | | | — | | | | — | | | | — | | | | — | | | 1,502 | | | (24 | ) | | 1,478 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total current assets | | | — | | | | — | | | 104 | | | 571 | | | 2,968 | | | (86 | ) | | 3,557 | | | | — | | | | 1 | | | | 100 | | | | 840 | | | | 1,094 | | | | (52) | | | | 1,983 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Intangibles and Other Assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Investments in subsidiaries | | 5,889 | | | 11,300 | | | 12,583 | | | 5,889 | | | | — | | | (35,661 | ) | | | — | | | | 557 | | | | 5,131 | | | | 7,930 | | | | 557 | | | | — | | | | (14,175) | | | | — | | Goodwill | | | — | | | | — | | | | — | | | 3,824 | | | 1,394 | | | | — | | | 5,218 | | | | — | | | | — | | | | — | | | | 3,824 | | | | 1,336 | | | | — | | | | 5,160 | | Brands | | | — | | | | — | | | | — | | | 4,404 | | | 444 | | | | — | | | 4,848 | | | | — | | | | — | | | | — | | | | 4,404 | | | | 465 | | | | — | | | | 4,869 | | Management and franchise contracts, net | | | — | | | | — | | | | — | | | 716 | | | 247 | | | | — | | | 963 | | | | — | | | | — | | | | — | | | | 556 | | | | 316 | | | | — | | | | 872 | | Other intangible assets, net | | | — | | | | — | | | 1 | | | 296 | | | 150 | | | | — | | | 447 | | | | — | | | | — | | | | — | | | | 287 | | | | 128 | | | | — | | | | 415 | | Property and equipment, net | | | — | | | | — | | | 12 | | | 62 | | | 267 | | | | — | | | 341 | | | | — | | | | — | | | | 27 | | | | 65 | | | | 275 | | | | — | | | | 367 | | Deferred income tax assets | | 10 | | | 2 | | | 167 | | | — | | | 82 | | | (179 | ) | | 82 | | | | 4 | | | | — | | | | 94 | | | | — | | | | 90 | | | | (98) | | | | 90 | | Other | | | — | | | 12 | | | 30 | | | 213 | | | 153 | | | | — | | | 408 | | | | — | | | | 23 | | | | 33 | | | | 22 | | | | 161 | | | | — | | | | 239 | | Non-current assets of discontinued operations | | | — | | | | — | | | | — | | | 12 | | | 10,345 | | | (10 | ) | | 10,347 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total intangibles and other assets | | 5,899 | | | 11,314 | | | 12,793 | | | 15,416 | | | 13,082 | | | (35,850 | ) | | 22,654 | | | | 561 | | | | 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 | | | $ | 561 | | | $ | 5,155 | | | $ | 8,184 | | | $ | 10,555 | | | $ | 3,865 | | | $ | (14,325) | | | $ | 13,995 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | LIABILITIES AND EQUITY | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Current Liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Accounts payable, accrued expenses and other | | $ | — | | | $ | 26 | | | $ | 293 | | | $ | 1,091 | | | $ | 414 | | | $ | (3 | ) | | $ | 1,821 | | | $ | 10 | | | $ | 19 | | | $ | 229 | | | $ | 529 | | | $ | 743 | | | $ | — | | | $ | 1,530 | | Current portion of deferred revenues | | | | — | | | | — | | | | 106 | | | | 239 | | | | 14 | | | | (9) | | | | 350 | | Intercompany payables | | | — | | | | — | | | 42 | | | | — | | | | — | | | (42 | ) | | | — | | | | — | | | | — | | | | 40 | | | | — | | | | — | | | | (40) | | | | — | | Current maturities of long-term debt | | | — | | | 26 | | | | — | | | | — | | | 7 | | | | — | | | 33 | | | | — | | | | — | | | | — | | | | — | | | | 16 | | | | — | | | | 16 | | Income taxes payable | | | — | | | | — | | | | — | | | — | | | 73 | | | (17 | ) | | 56 | | | | — | | | | — | | | | — | | | | — | | | | 22 | | | | (3) | | | | 19 | | Current liabilities of discontinued operations | | | — | | | | — | | | | — | | | 77 | | | 721 | | | (24 | ) | | 774 | | | Current portion of liability for guest loyalty program | | | | — | | | | — | | | | — | | | | 700 | | | | — | | | | — | | | | 700 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total current liabilities | | | — | | | 52 | | | 335 | | | 1,168 | | | 1,215 | | | (86 | )�� | | 2,684 | | | | 10 | | | | 19 | | | | 375 | | | | 1,468 | | | | 795 | | | | (52) | | | | 2,615 | | Long-term debt | | | — | | | 5,361 | | | 981 | | | | — | | | 241 | | | | — | | | 6,583 | | | | — | | | | 4,573 | | | | 2,467 | | | | — | | | | 226 | | | | — | | | | 7,266 | | Deferred revenues | | | — | | | | — | | | | — | | | 42 | | | | — | | | | — | | | 42 | | | | — | | | | — | | | | — | | | | 762 | | | | 64 | | | | — | | | | 826 | | Deferred income tax liabilities | | | — | | | | — | | | — | | | 1,919 | | | 38 | | | (179 | ) | | 1,778 | | | | — | | | | 6 | | | | — | | | | 962 | | | | 28 | | | | (98) | | | | 898 | | Liability for guest loyalty program | | | — | | | | — | | | | — | | | 889 | | | | — | | | | — | | | 889 | | | | — | | | | — | | | | — | | | | 969 | | | | — | | | | — | | | | 969 | | Other | | | — | | | 12 | | | 277 | | | 490 | | | 713 | | | | — | | | 1,492 | | | | — | | | | — | | | | 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 | | | | 10 | | | | 4,598 | | | | 3,053 | | | | 4,254 | | | | 1,672 | | | | (150) | | | | 13,437 | | | | | | | | | | | | | | | | | | | | | | | | | Equity: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total Hilton stockholders’ equity | | 5,899 | | | 5,889 | | | 11,300 | | | 11,479 | | | 6,993 | | | (35,661 | ) | | 5,899 | | | | 551 | | | | 557 | | | | 5,131 | | | | 6,301 | | | | 2,186 | | | | (14,175) | | | | 551 | | Noncontrolling interests | | | — | | | | — | | | | — | | | | — | | | (50 | ) | | | — | | | (50 | ) | | | — | | | | — | | | | — | | | | — | | | | 7 | | | | — | | | | 7 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total equity | | 5,899 | | | 5,889 | | | 11,300 | | | 11,479 | | | 6,943 | | | (35,661 | ) | | 5,849 | | | | 551 | | | | 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 | | | $ | 561 | | | $ | 5,155 | | | $ | 8,184 | | | $ | 10,555 | | | $ | 3,865 | | | $ | (14,325) | | | $ | 13,995 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | December 31, 2015 | | | | | Parent | | | HWF
Issuers | | | Guarantors | | | Non-
Guarantors | | | Eliminations | | | Total | | | | | (in millions) | | ASSETS | | | | | | | | | | | | | | | | | | | | | | | | | Current Assets: | | | | | | | | | | | | | | | | | | | | | | | | | Cash and cash equivalents | | $ | — | | | $ | — | | | $ | 18 | | | $ | 495 | | | $ | — | | | $ | 513 | | Restricted cash and cash equivalents | | | — | | | | — | | | | 91 | | | | 29 | | | | — | | | | 120 | | Accounts receivable, net | | | — | | | | — | | | | 406 | | | | 258 | | | | — | | | | 664 | | Prepaid expenses | | | — | | | | — | | | | 36 | | | | 79 | | | | (3 | ) | | | 112 | | Income taxes receivable | | | — | | | | — | | | | 120 | | | | — | | | | (23 | ) | | | 97 | | Other | | | — | | | | — | | | | 3 | | | | 32 | | | | — | | | | 35 | | Current assets of discontinued operations | | | — | | | | — | | | | — | | | | 1,070 | | | | (26 | ) | | | 1,044 | | | | | | | | | | | | | | | | | | | | | | | | | | | Total current assets | | | — | | | | — | | | | 674 | | | | 1,963 | | | | (52 | ) | | | 2,585 | | | | | | | | | | | | | | | | | | | | | | | | | | | Intangibles and Other Assets: | | | | | | | | | | | | | | | | | | | | | | | | | Investments in subsidiaries | | | 6,166 | | | | 11,854 | | | | 6,457 | | | | — | | | | (24,477 | ) | | | — | | Goodwill | | | — | | | | — | | | | 3,824 | | | | 1,456 | | | | — | | | | 5,280 | | Brands | | | — | | | | — | | | | 4,405 | | | | 514 | | | | — | | | | 4,919 | | Management and franchise contracts, net | | | — | | | | — | | | | 818 | | | | 271 | | | | — | | | | 1,089 | | Other intangible assets, net | | | — | | | | — | | | | 334 | | | | 189 | | | | — | | | | 523 | | Property and equipment, net | | | — | | | | — | | | | 73 | | | | 338 | | | | — | | | | 411 | | Deferred income tax assets | | | 24 | | | | 3 | | | | — | | | | 59 | | | | (27 | ) | | | 59 | | Other | | | — | | | | 9 | | | | 200 | | | | 123 | | | | — | | | | 332 | | Non-current assets of discontinued operations | | | — | | | | — | | | | 28 | | | | 10,396 | | | | — | | | | 10,424 | | | | | | | | | | | | | | | | | | | | | | | | | | | Total intangibles and other assets | | | 6,190 | | | | 11,866 | | | | 16,139 | | | | 13,346 | | | | (24,504 | ) | | | 23,037 | | | | | | | | | | | | | | | | | | | | | | | | | | | TOTAL ASSETS | | $ | 6,190 | | | $ | 11,866 | | | $ | 16,813 | | | $ | 15,309 | | | $ | (24,556 | ) | | $ | 25,622 | | | | | | | | | | | | | | | | | | | | | | | | | | | LIABILITIES AND EQUITY | | | | | | | | | | | | | | | | | | | | | | | | | Current Liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | Accounts payable, accrued expenses and other | | $ | — | | | $ | 39 | | | $ | 1,168 | | | $ | 415 | | | $ | (3 | ) | | $ | 1,619 | | Current maturities of long-term debt | | | — | | | | — | | | | — | | | | 7 | | | | — | | | | 7 | | Income taxes payable | | | — | | | | — | | | | — | | | | 50 | | | | (23 | ) | | | 27 | | Current liabilities of discontinued operations | | | — | | | | — | | | | 71 | | | | 767 | | | | (26 | ) | | | 812 | | | | | | | | | | | | | | | | | | | | | | | | | | | Total current liabilities | | | — | | | | 39 | | | | 1,239 | | | | 1,239 | | | | (52 | ) | | | 2,465 | | Long-term debt | | | — | | | | 5,647 | | | | — | | | | 240 | | | | — | | | | 5,887 | | Deferred revenues | | | — | | | | — | | | | 251 | | | | — | | | | — | | | | 251 | | Deferred income tax liabilities | | | — | | | | — | | | | 1,813 | | | | 89 | | | | (27 | ) | | | 1,875 | | Liability for guest loyalty program | | | — | | | | — | | | | 784 | | | | — | | | | — | | | | 784 | | Other | | | 205 | | | | 14 | | | | 808 | | | | 238 | | | | — | | | | 1,265 | | Non-current liabilities of discontinued operations | | | — | | | | — | | | | 64 | | | | 7,080 | | | | — | | | | 7,144 | | | | | | | | | | | | | | | | | | | | | | | | | | | Total liabilities | | | 205 | | | | 5,700 | | | | 4,959 | | | | 8,886 | | | | (79 | ) | | | 19,671 | | Equity: | | | | | | | | | | | | | | | | | | | | | | | | | Total Hilton stockholders’ equity | | | 5,985 | | | | 6,166 | | | | 11,854 | | | | 6,457 | | | | (24,477 | ) | | | 5,985 | | Noncontrolling interests | | | — | | | | — | | | | — | | | | (34 | ) | | | — | | | | (34 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | Total equity | | | 5,985 | | | | 6,166 | | | | 11,854 | | | | 6,423 | | | | (24,477 | ) | | | 5,951 | | | | | | | | | | | | | | | | | | | | | | | | | | | TOTAL LIABILITIES AND EQUITY | | $ | 6,190 | | | $ | 11,866 | | | $ | 16,813 | | | $ | 15,309 | | | $ | (24,556 | ) | | $ | 25,622 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | December 31, 2017 | | | | | Parent | | | HWF
Issuers | | | HOC | | | Guarantors | | | Non-
Guarantors | | | Eliminations | | | Total | | | | | (in millions) | | ASSETS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Current Assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Cash and cash equivalents | | $ | — | | | $ | — | | | $ | 2 | | | $ | 18 | | | $ | 550 | | | $ | — | | | $ | 570 | | Restricted cash and cash equivalents | | | — | | | | — | | | | 61 | | | | 10 | | | | 29 | | | | — | | | | 100 | | Accounts receivable, net | | | — | | | | — | | | | 18 | | | | 712 | | | | 275 | | | | — | | | | 1,005 | | Intercompany receivables | | | — | | | | — | | | | — | | | | — | | | | 40 | | | | (40) | | | | — | | Prepaid expenses | | | — | | | | — | | | | 25 | | | | 24 | | | | 84 | | | | (6) | | | | 127 | | Income taxes receivable | | | — | | | | — | | | | — | | | | 60 | | | | — | | | | (24) | | | | 36 | | Other | | | — | | | | — | | | | 1 | | | | 13 | | | | 155 | | | | — | | | | 169 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total current assets | | | — | | | | — | | | | 107 | | | | 837 | | | | 1,133 | | | | (70) | | | | 2,007 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Intangibles and Other Assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Investments in subsidiaries | | | 1,697 | | | | 7,067 | | | | 8,326 | | | | 1,697 | | | | — | | | | (18,787) | | | | — | | Goodwill | | | — | | | | — | | | | — | | | | 3,824 | | | | 1,366 | | | | — | | | | 5,190 | | Brands | | | — | | | | — | | | | — | | | | 4,405 | | | | 485 | | | | — | | | | 4,890 | | Management and franchise contracts, net | | | — | | | | — | | | | 2 | | | | 645 | | | | 306 | | | | — | | | | 953 | | Other intangible assets, net | | | — | | | | — | | | | 1 | | | | 283 | | | | 149 | | | | — | | | | 433 | | Property and equipment, net | | | — | | | | — | | | | 20 | | | | 67 | | | | 266 | | | | — | | | | 353 | | Deferred income tax assets | | | 6 | | | | — | | | | 104 | | | | — | | | | 127 | | | | (126) | | | | 111 | | Other | | | — | | | | 20 | | | | 32 | | | | 67 | | | | 172 | | | | — | | | | 291 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total intangibles and other assets | | | 1,703 | | | | 7,087 | | | | 8,485 | | | | 10,988 | | | | 2,871 | | | | (18,913) | | | | 12,221 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | TOTAL ASSETS | | $ | 1,703 | | | $ | 7,087 | | | $ | 8,592 | | | $ | 11,825 | | | $ | 4,004 | | | $ | (18,983) | | | $ | 14,228 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | LIABILITIES AND EQUITY | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Current Liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Accounts payable, accrued expenses and other | | $ | 15 | | | $ | 20 | | | $ | 184 | | | $ | 576 | | | $ | 624 | | | $ | (3) | | | $ | 1,416 | | Current portion of deferred revenues | | | — | | | | — | | | | 90 | | | | 266 | | | | 13 | | | | (3) | | | | 366 | | Intercompany payables | | | — | | | | — | | | | 40 | | | | — | | | | — | | | | (40) | | | | — | | Current maturities of long-term debt | | | — | | | | 32 | | | | — | | | | — | | | | 14 | | | | — | | | | 46 | | Income taxes payable | | | — | | | | — | | | | — | | | | — | | | | 36 | | | | (24) | | | | 12 | | Current portion of liability for guest loyalty program | | | — | | | | — | | | | — | | | | 622 | | | | — | | | | — | | | | 622 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total current liabilities | | | 15 | | | | 52 | | | | 314 | | | | 1,464 | | | | 687 | | | | (70) | | | | 2,462 | | Long-term debt | | | — | | | | 5,333 | | | | 983 | | | | — | | | | 240 | | | | — | | | | 6,556 | | Deferred revenues | | | — | | | | — | | | | — | | | | 770 | | | | 59 | | | | — | | | | 829 | | Deferred income tax liabilities | | | — | | | | 5 | | | | — | | | | 1,052 | | | | — | | | | (126) | | | | 931 | | Liability for guest loyalty program | | | — | | | | — | | | | — | | | | 839 | | | | — | | | | — | | | | 839 | | Other | | | — | | | | — | | | | 228 | | | | 64 | | | | 628 | | | | — | | | | 920 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total liabilities | | | 15 | | | | 5,390 | | | | 1,525 | | | | 4,189 | | | | 1,614 | | | | (196) | | | | 12,537 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Equity: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total Hilton stockholders’ equity | | | 1,688 | | | | 1,697 | | | | 7,067 | | | | 7,636 | | | | 2,387 | | | | (18,787) | | | | 1,688 | | Noncontrolling interests | | | — | | | | — | | | | — | | | | — | | | | 3 | | | | — | | | | 3 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total equity | | | 1,688 | | | | 1,697 | | | | 7,067 | | | | 7,636 | | | | 2,390 | | | | (18,787) | | | | 1,691 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | TOTAL LIABILITIES AND EQUITY | | $ | 1,703 | | | $ | 7,087 | | | $ | 8,592 | | | $ | 11,825 | | | $ | 4,004 | | | $ | (18,983) | | | $ | 14,228 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Year Ended December 31, 2016 | | | | | Parent | | | HWF
Issuers | | | HOC | | | Guarantors | | | Non-
Guarantors | | | Eliminations | | | Total | | | | | (in millions) | | Revenues | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Franchise fees | | $ | — | | | $ | — | | | $ | 21 | | | | $ 1,031 | | | $ | 112 | | | $ | (10 | ) | | $ | 1,154 | | Base and other management fees | | | — | | | | — | | | | — | | | | 126 | | | | 116 | | | | — | | | | 242 | | Incentive management fees | | | — | | | | — | | | | — | | | | 16 | | | | 126 | | | | — | | | | 142 | | Owned and leased hotels | | | — | | | | — | | | | — | | | | — | | | | 1,452 | | | | — | | | | 1,452 | | Other revenues | | | — | | | | — | | | | 10 | | | | 61 | | | | 11 | | | | — | | | | 82 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | — | | | | 31 | | | | 1,234 | | | | 1,817 | | | | (10 | ) | | | 3,072 | | Other revenues from managed and franchised properties | | | — | | | | — | | | | 32 | | | | 3,777 | | | | 501 | | | | — | | | | 4,310 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total revenues | | | — | | | | — | | | | 63 | | | | 5,011 | | | | 2,318 | | | | (10 | ) | | | 7,382 | | Expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Owned and leased hotels | | | — | | | | — | | | | — | | | | — | | | | 1,295 | | | | — | | | | 1,295 | | Depreciation and amortization | | | — | | | | — | | | | 1 | | | | 272 | | | | 91 | | | | — | | | | 364 | | Impairment loss | | | — | | | | — | | | | — | | | | — | | | | 15 | | | | — | | | | 15 | | General and administrative | | | — | | | | — | | | | 90 | | | | 204 | | | | 109 | | | | — | | | | 403 | | Other expenses | | | — | | | | — | | | | 1 | | | | 31 | | | | 29 | | | | (10 | ) | | | 51 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | — | | | | 92 | | | | 507 | | | | 1,539 | | | | (10 | ) | | | 2,128 | | Other expenses from managed and franchised properties | | | — | | | | — | | | | 32 | | | | 3,777 | | | | 501 | | | | — | | | | 4,310 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total expenses | | | — | | | | — | | | | 124 | | | | 4,284 | | | | 2,040 | | | | (10 | ) | | | 6,438 | | Gain on sales of assets, net | | | — | | | | — | | | | — | | | | — | | | | 8 | | | | — | | | | 8 | | Operating income(loss) | | | — | | | | — | | | | (61 | ) | | | 727 | | | | 286 | | | | — | | | | 952 | | Interest expense | | | — | | | | (261 | ) | | | (30 | ) | | | (51 | ) | | | (52 | ) | | | | | | | (394 | ) | Gain (loss) on foreign currency transactions | | | — | | | | — | | | | 11 | | | | (150 | ) | | | 123 | | | | — | | | | (16 | ) | Other non-operating income, net | | | — | | | | 1 | | | | 1 | | | | 8 | | | | 4 | | | | — | | | | 14 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Income (loss) from continuing operations before income taxes and equity in losses from subsidiaries | | | — | | | | (260 | ) | | | (79 | ) | | | 534 | | | | 361 | | | | — | | | | 556 | | Income tax benefit (expense) | | | 193 | | | | 100 | | | | 32 | | | | (319 | ) | | | (570 | ) | | | — | | | | (564 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Income (loss) from continuing operations before equity in losses from subsidiaries | | | 193 | | | | (160 | ) | | | (47 | ) | | | 215 | | | | (209 | ) | | | — | | | | (8 | ) | Equity in losses from subsidiaries | | | (211 | ) | | | (51 | ) | | | (4 | ) | | | (211 | ) | | | — | | | | 477 | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Income (loss) from continuing operations, net of taxes | | | (18 | ) | | | (211 | ) | | | (51 | ) | | | 4 | | | | (209 | ) | | | 477 | | | | (8 | ) | Income from discontinued operations, net of taxes | | | 366 | | | | 366 | | | | 366 | | | | 428 | | | | 374 | | | | (1,528 | ) | | | 372 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net income | | | 348 | | | | 155 | | | | 315 | | | | 432 | | | | 165 | | | | (1,051 | ) | | | 364 | | Net income attributable to noncontrolling interests | | | — | | | | — | | | | — | | | | — | | | | (16 | ) | | | — | | | | (16 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net income attributable to Hilton stockholders | | $ | 348 | | | $ | 155 | | | $ | 315 | | | $ | 432 | | | $ | 149 | | | $ | (1,051 | ) | | $ | 348 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Comprehensive income | | $ | 131 | | | $ | 153 | | | $ | 320 | | | $ | 361 | | | $ | 15 | | | $ | (834 | ) | | $ | 146 | | Comprehensive income attributable to noncontrolling interests | | | — | | | | — | | | | — | | | | — | | | | (15 | ) | | | — | | | | (15 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Comprehensive income attributable to Hilton stockholders | | $ | 131 | | | $ | 153 | | | $ | 320 | | | $ | 361 | | | $ | — | | | $ | (834 | ) | | $ | 131 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Year Ended December 31, 2018 | | | | | Parent | | | HWF
Issuers | | | HOC | | | Guarantors | | | Non-
Guarantors | | | Eliminations | | | Total | | | | | (in millions) | | Revenues | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Franchise and licensing fees | | $ | — | | | $ | — | | | $ | 227 | | | $ | 1,182 | | | $ | 139 | | | $ | (18) | | | $ | 1,530 | | Base and other management fees | | | — | | | | — | | | | 1 | | | | 205 | | | | 115 | | | | — | | | | 321 | | Incentive management fees | | | — | | | | — | | | | — | | | | 78 | | | | 157 | | | | — | | | | 235 | | Owned and leased hotels | | | — | | | | — | | | | — | | | | — | | | | 1,484 | | | | — | | | | 1,484 | | Other revenues | | | — | | | | — | | | | 6 | | | | 81 | | | | 11 | | | | — | | | | 98 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | — | | | | 234 | | | | 1,546 | | | | 1,906 | | | | (18) | | | | 3,668 | | Other revenues from managed and franchised properties | | | — | | | | — | | | | 245 | | | | 4,376 | | | | 617 | | | | — | | | | 5,238 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total revenues | | | — | | | | — | | | | 479 | | | | 5,922 | | | | 2,523 | | | | (18) | | | | 8,906 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Owned and leased hotels | | | — | | | | — | | | | — | | | | — | | | | 1,332 | | | | — | | | | 1,332 | | Depreciation and amortization | | | — | | | | — | | | | 6 | | | | 237 | | | | 82 | | | | — | | | | 325 | | General and administrative | | | — | | | | — | | | | 323 | | | | — | | | | 130 | | | | (10) | | | | 443 | | Other expenses | | | — | | | | — | | | | 7 | | | | 22 | | | | 30 | | | | (8) | | | | 51 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | — | | | | 336 | | | | 259 | | | | 1,574 | | | | (18) | | | | 2,151 | | Other expenses from managed and franchised properties | | | — | | | | — | | | | 236 | | | | 4,466 | | | | 621 | | | | — | | | | 5,323 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total expenses | | | — | | | | — | | | | 572 | | | | 4,725 | | | | 2,195 | | | | (18) | | | | 7,474 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Operating income (loss) | | | — | | | | — | | | | (93) | | | | 1,197 | | | | 328 | | | | — | | | | 1,432 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Interest expense | | | — | | | | (227) | | | | (106) | | | | — | | | | (38) | | | | — | | | | (371) | | Gain (loss) on foreign currency transactions | | | — | | | | — | | | | 4 | | | | 84 | | | | (99) | | | | — | | | | (11) | | Othernon-operating income (loss), net | | | — | | | | (9) | | | | 3 | | | | 16 | | | | 18 | | | | — | | | | 28 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Income (loss) before income taxes andequity in earnings from subsidiaries | | | — | | | | (236) | | | | (192) | | | | 1,297 | | | | 209 | | | | — | | | | 1,078 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Income tax benefit (expense) | | | — | | | | 57 | | | | 39 | | | | (309) | | | | (96) | | | | — | | | | (309) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Income (loss) before equity in earnings from subsidiaries | | | — | | | | (179) | | | | (153) | | | | 988 | | | | 113 | | | | — | | | | 769 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Equity in earnings from subsidiaries | | | 764 | | | | 943 | | | | 1,096 | | | | 764 | | | | — | | | | (3,567) | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net income | | | 764 | | | | 764 | | | | 943 | | | | 1,752 | | | | 113 | | | | (3,567) | | | | 769 | | Net income attributable to noncontrolling interests | | | — | | | | — | | | | — | | | | — | | | | (5) | | | | — | | | | (5) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net income attributable to Hilton stockholders | | $ | 764 | | | $ | 764 | | | $ | 943 | | | $ | 1,752 | | | $ | 108 | | | $ | (3,567) | | | $ | 764 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Comprehensive income | | $ | 707 | | | $ | 784 | | | $ | 932 | | | $ | 1,751 | | | $ | 48 | | | $ | (3,510) | | | $ | 712 | | Comprehensive income attributable to noncontrolling interests | | | — | | | | — | | | | — | | | | — | | | | (5) | | | | — | | | | (5) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Comprehensive income attributable to Hilton stockholders | | $ | 707 | | | $ | 784 | | | $ | 932 | | | $ | 1,751 | | | $ | 43 | | | $ | (3,510) | | | $ | 707 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | Year Ended December 31, 2015 | | | | | Parent | | | HWF
Issuers | | | Guarantors | | | Non-
Guarantors | | | Eliminations | | | Total | | | | | (in millions) | | Revenues | | | | | | | | | | | | | | | | | | | | | | | | | Franchise fees | | $ | — | | | $ | — | | | $ | 998 | | | $ | 101 | | | $ | (12 | ) | | $ | 1,087 | | Base and other management fees | | | — | | | | — | | | | 125 | | | | 105 | | | | — | | | | 230 | | Incentive management fees | | | — | | | | — | | | | 18 | | | | 120 | | | | — | | | | 138 | | Owned and leased hotels | | | — | | | | — | | | | — | | | | 1,596 | | | | — | | | | 1,596 | | Other revenues | | | — | | | | — | | | | 61 | | | | 10 | | | | — | | | | 71 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | — | | | | 1,202 | | | | 1,932 | | | | (12 | ) | | | 3,122 | | Other revenues from managed and franchised properties | | | — | | | | — | | | | 3,510 | | | | 501 | | | | — | | | | 4,011 | | | | | | | | | | | | | | | | | | | | | | | | | | | Total revenues | | | — | | | | — | | | | 4,712 | | | | 2,433 | | | | (12 | ) | | | 7,133 | | Expenses | | | | | | | | | | | | | | | | | | | | | | | | | Owned and leased hotels | | | — | | | | — | | | | — | | | | 1,414 | | | | — | | | | 1,414 | | Depreciation and amortization | | | — | | | | — | | | | 288 | | | | 97 | | | | — | | | | 385 | | Impairment loss | | | — | | | | — | | | | — | | | | 9 | | | | — | | | | 9 | | General and administrative | | | — | | | | — | | | | 424 | | | | 113 | | | | — | | | | 537 | | Other expenses | | | — | | | | — | | | | 37 | | | | 15 | | | | (12 | ) | | | 40 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | — | | | | 749 | | | | 1,648 | | | | (12 | ) | | | 2,385 | | Other expenses from managed and franchised properties | | | — | | | | — | | | | 3,510 | | | | 501 | | | | — | | | | 4,011 | | | | | | | | | | | | | | | | | | | | | | | | | | | Total expenses | | | — | | | | — | | | | 4,259 | | | | 2,149 | | | | (12 | ) | | | 6,396 | | Gain on sales of assets, net | | | — | | | | — | | | | — | | | | 163 | | | | — | | | | 163 | | Operating income | | | — | | | | — | | | | 453 | | | | 447 | | | | — | | | | 900 | | Interest expense | | | — | | | | (281 | ) | | | (50 | ) | | | (46 | ) | | | — | | | | (377 | ) | Gain (loss) on foreign currency transactions | | | — | | | | — | | | | 77 | | | | (118 | ) | | | — | | | | (41 | ) | Other non-operating income, net | | | — | | | | — | | | | 14 | | | | 37 | | | | — | | | | 51 | | | | | | | | | | | | | | | | | | | | | | | | | | | Income (loss) from continuing operations before income taxes and equity in earnings from subsidiaries | | | — | | | | (281 | ) | | | 494 | | | | 320 | | | | — | | | | 533 | | Income tax benefit (expense) | | | (7 | ) | | | 108 | | | | 189 | | | | 58 | | | | — | | | | 348 | | | | | | | | | | | | | | | | | | | | | | | | | | | Income (loss) from continuing operations before equity in earnings from subsidiaries | | | (7 | ) | | | (173 | ) | | | 683 | | | | 378 | | | | — | | | | 881 | | Equity in earnings from subsidiaries | | | 883 | | | | 1,056 | | | | 373 | | | | — | | | | (2,312 | ) | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | Income from continuing operations, net of taxes | | | 876 | | | | 883 | | | | 1,056 | | | | 378 | | | | (2,312 | ) | | | 881 | | Income from discontinued operations, net of taxes | | | 528 | | | | 528 | | | | 528 | | | | 460 | | | | (1,509 | ) | | | 535 | | | | | | | | | | | | | | | | | | | | | | | | | | | Net income | | | 1,404 | | | | 1,411 | | | | 1,584 | | | | 838 | | | | (3,821 | ) | | | 1,416 | | Net income attributable to noncontrolling interests | | | — | | | | — | | | | — | | | | (12 | ) | | | — | | | | (12 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | Net income attributable to Hilton stockholders | | $ | 1,404 | | | $ | 1,411 | | | $ | 1,584 | | | $ | 826 | | | $ | (3,821 | ) | | $ | 1,404 | | | | | | | | | | | | | | | | | | | | | | | | | | | Comprehensive income | | $ | 1,248 | | | $ | 1,404 | | | $ | 1,546 | | | $ | 727 | | | $ | (3,665 | ) | | $ | 1,260 | | Comprehensive income attributable to noncontrolling interests | | | — | | | | — | | | | — | | | | (12 | ) | | | — | | | | (12 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | Comprehensive income attributable to Hilton stockholders | | $ | 1,248 | | | $ | 1,404 | | | $ | 1,546 | | | $ | 715 | | | $ | (3,665 | ) | | $ | 1,248 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Year Ended December 31, 2017 | | | | | Parent | | | HWF
Issuers | | | HOC | | | Guarantors | | | Non-
Guarantors | | | Eliminations | | | Total | | | | | (in millions) | | Revenues | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Franchise and licensing fees | | $ | — | | | $ | — | | | $ | 143 | | | $ | 1,077 | | | $ | 118 | | | $ | (17 | ) | | $ | 1,321 | | Base and other management fees | | | — | | | | — | | | | 1 | | | | 195 | | | | 128 | | | | — | | | | 324 | | Incentive management fees | | | — | | | | — | | | | — | | | | 76 | | | | 146 | | | | — | | | | 222 | | Owned and leased hotels | | | — | | | | — | | | | — | | | | — | | | | 1,432 | | | | — | | | | 1,432 | | Other revenues | | | — | | | | — | | | | 31 | | | | 70 | | | | 11 | | | | (7 | ) | | | 105 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | — | | | | 175 | | | | 1,418 | | | | 1,835 | | | | (24 | ) | | | 3,404 | | Other revenues from managed and franchised properties | | | — | | | | — | | | | 159 | | | | 3,986 | | | | 582 | | | | — | | | | 4,727 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total revenues | | | — | | | | — | | | | 334 | | | | 5,404 | | | | 2,417 | | | | (24 | ) | | | 8,131 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Owned and leased hotels | | | — | | | | — | | | | — | | | | — | | | | 1,269 | | | | — | | | | 1,269 | | Depreciation and amortization | | | — | | | | — | | | | 5 | | | | 242 | | | | 89 | | | | — | | | | 336 | | General and administrative | | | — | | | | — | | | | 327 | | | | — | | | | 118 | | | | (6 | ) | | | 439 | | Other expenses | | | — | | | | — | | | | 17 | | | | 29 | | | | 27 | | | | (17 | ) | | | 56 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | — | | | | 349 | | | | 271 | | | | 1,503 | | | | (23 | ) | | | 2,100 | | Other expenses from managed and franchised properties | | | — | | | | — | | | | 147 | | | | 4,147 | | | | 605 | | | | — | | | | 4,899 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total expenses | | | — | | | | — | | | | 496 | | | | 4,418 | | | | 2,108 | | | | (23 | ) | | | 6,999 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Gain (loss) on sales of assets, net | | | — | | | | — | | | | — | | | | (1 | ) | | | 1 | | | | — | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Operating income (loss) | | | — | | | | — | | | | (162) | | | | 985 | | | | 310 | | | | (1 | ) | | | 1,132 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Interest expense | | | — | | | | (244) | | | | (61) | | | | — | | | | (47 | ) | | | 1 | | | | (351) | | Gain (loss) on foreign currency transactions | | | — | | | | — | | | | 10 | | | | 124 | | | | (131 | ) | | | — | | | | 3 | | Loss on debt extinguishment | | | — | | | | (60) | | | | — | | | | — | | | | — | | | | — | | | | (60) | | Othernon-operating income (loss), net | | | — | | | | (3) | | | | 4 | | | | 7 | | | | 21 | | | | — | | | | 29 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Income (loss) before income taxes and equity in earnings from subsidiaries | | | — | | | | (307) | | | | (209) | | | | 1,116 | | | | 153 | | | | — | | | | 753 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Income tax benefit (expense) | | | (3) | | | | 122 | | | | 26 | | | | 89 | | | | 102 | | | | — | | | | 336 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Income (loss) before equity in earnings from subsidiaries | | | (3) | | | | (185) | | | | (183) | | | | 1,205 | | | | 255 | | | | — | | | | 1,089 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Equity in earnings from subsidiaries | | | 1,087 | | | | 1,272 | | | | 1,455 | | | | 1,087 | | | | — | | | | (4,901 | ) | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net income | | | 1,084 | | | | 1,087 | | | | 1,272 | | | | 2,292 | | | | 255 | | | | (4,901 | ) | | | 1,089 | | Net income attributable to noncontrolling interests | | | — | | | | — | | | | — | | | | — | | | | (5 | ) | | | — | | | | (5) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net income attributable to Hilton stockholders | | $ | 1,084 | | | $ | 1,087 | | | $ | 1,272 | | | $ | 2,292 | | | $ | 250 | | | $ | (4,901 | ) | | $ | 1,084 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Comprehensive income | | $ | 1,281 | | | $ | 1,101 | | | $ | 1,288 | | | $ | 2,295 | | | $ | 419 | | | $ | (5,098 | ) | | $ | 1,286 | | Comprehensive income attributable to noncontrolling interests | | | — | | | | — | | | | — | | | | — | | | | (5 | ) | | | — | | | | (5) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Comprehensive income attributable to Hilton stockholders | | $ | 1,281 | | | $ | 1,101 | | | $ | 1,288 | | | $ | 2,295 | | | $ | 414 | | | $ | (5,098 | ) | | $ | 1,281 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | Year Ended December 31, 2014 | | | | | Parent | | | HWF
Issuers | | | Guarantors | | | Non-
Guarantors | | | Eliminations | | | Total | | | | | (in millions) | | Revenues | | | | | | | | | | | | | | | | | | | | | | | | | Franchise fees | | $ | — | | | $ | — | | | $ | 826 | | | $ | 85 | | | $ | (6 | ) | | $ | 905 | | Base and other management fees | | | — | | | | — | | | | 129 | | | | 102 | | | | (4 | ) | | | 227 | | Incentive management fees | | | — | | | | — | | | | 17 | | | | 116 | | | | — | | | | 133 | | Owned and leased hotels | | | — | | | | — | | | | — | | | | 1,776 | | | | — | | | | 1,776 | | Other revenues | | | — | | | | — | | | | 71 | | | | 9 | | | | — | | | | 80 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | — | | | | 1,043 | | | | 2,088 | | | | (10 | ) | | | 3,121 | | Other revenues from managed and franchised properties | | | — | | | | — | | | | 3,120 | | | | 447 | | | | — | | | | 3,567 | | | | | | | | | | | | | | | | | | | | | | | | | | | Total revenues | | | — | | | | — | | | | 4,163 | | | | 2,535 | | | | (10 | ) | | | 6,688 | | Expenses | | | | | | | | | | | | | | | | | | | | | | | | | Owned and leased hotels | | | — | | | | — | | | | — | | | | 1,586 | | | | — | | | | 1,586 | | Depreciation and amortization | | | — | | | | — | | | | 263 | | | | 100 | | | | — | | | | 363 | | General and administrative | | | — | | | | — | | | | 303 | | | | 108 | | | | — | | | | 411 | | Other expenses | | | — | | | | — | | | | 49 | | | | 19 | | | | (10 | ) | | | 58 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | — | | | | 615 | | | | 1,813 | | | | (10 | ) | | | 2,418 | | Other expenses from managed and franchised properties | | | — | | | | — | | | | 3,120 | | | | 447 | | | | — | | | | 3,567 | | | | | | | | | | | | | | | | | | | | | | | | | | | Total expenses | | | — | | | | — | | | | 3,735 | | | | 2,260 | | | | (10 | ) | | | 5,985 | | Operating income | | | — | | | | — | | | | 428 | | | | 275 | | | | — | | | | 703 | | Interest expense | | | — | | | | (334 | ) | | | (54 | ) | | | (28 | ) | | | — | | | | (416 | ) | Gain (loss) on foreign currency transactions | | | — | | | | — | | | | 443 | | | | (417 | ) | | | — | | | | 26 | | Other non-operating income, net | | | — | | | | — | | | | 9 | | | | 11 | | | | — | | | | 20 | | | | | | | | | | | | | | | | | | | | | | | | | | | Income (loss) from continuing operations before income taxes and equity in earnings from subsidiaries | | | — | | | | (334 | ) | | | 826 | | | | (159 | ) | | | — | | | | 333 | | Income tax benefit (expense) | | | (5 | ) | | | 128 | | | | (306 | ) | | | 29 | | | | — | | | | (154 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | Income (loss) from continuing operations before equity in earnings from subsidiaries | | | (5 | ) | | | (206 | ) | | | 520 | | | | (130 | ) | | | — | | | | 179 | | Equity in earnings (losses) from subsidiaries | | | 179 | | | | 385 | | | | (135 | ) | | | — | | | | (429 | ) | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | Income (loss) from continuing operations, net of taxes | | | 174 | | | | 179 | | | | 385 | | | | (130 | ) | | | (429 | ) | | | 179 | | Income from discontinued operations, net of taxes | | | 499 | | | | 499 | | | | 499 | | | | 450 | | | | (1,444 | ) | | | 503 | | | | | | | | | | | | | | | | | | | | | | | | | | | Net income | | | 673 | | | | 678 | | | | 884 | | | | 320 | | | | (1,873 | ) | | | 682 | | Net income attributable to noncontrolling interests | | | — | | | | — | | | | — | | | | (9 | ) | | | — | | | | (9 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | Net income attributable to Hilton stockholders | | $ | 673 | | | $ | 678 | | | $ | 884 | | | $ | 311 | | | $ | (1,873 | ) | | $ | 673 | | | | | | | | | | | | | | | | | | | | | | | | | | | Comprehensive income | | $ | 315 | | | $ | 669 | | | $ | 813 | | | $ | 47 | | | $ | (1,515 | ) | | $ | 329 | | Comprehensive income attributable to noncontrolling interests | | | — | | | | — | | | | — | | | | (14 | ) | | | — | | | | (14 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | Comprehensive income attributable to Hilton stockholders | | $ | 315 | | | $ | 669 | | | $ | 813 | | | $ | 33 | | | $ | (1,515 | ) | | $ | 315 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Year Ended December 31, 2016 | | | | | Parent | | | HWF
Issuers | | | HOC | | | Guarantors | | | Non-
Guarantors | | | Eliminations | | | Total | | | | | (in millions) | | Revenues | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Franchise and licensing fees | | $ | — | | | $ | — | | | $ | 21 | | | $ | 974 | | | $ | 106 | | | $ | (10) | | | $ | 1,091 | | Base and other management fees | | | — | | | | — | | | | — | | | | 122 | | | | 108 | | | | — | | | | 230 | | Incentive management fees | | | — | | | | — | | | | — | | | | 16 | | | | 126 | | | | — | | | | 142 | | Owned and leased hotels | | | — | | | | — | | | | — | | | | — | | | | 1,434 | | | | — | | | | 1,434 | | Other revenues | | | — | | | | — | | | | 10 | | | | 61 | | | | 11 | | | | — | | | | 82 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | — | | | | 31 | | | | 1,173 | | | | 1,785 | | | | (10) | | | | 2,979 | | Other revenues from managed and franchised properties | | | — | | | | — | | | | 32 | | | | 3,053 | | | | 512 | | | | — | | | | 3,597 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total revenues | | | — | | | | — | | | | 63 | | | | 4,226 | | | | 2,297 | | | | (10) | | | | 6,576 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Owned and leased hotels | | | — | | | | — | | | | — | | | | — | | | | 1,279 | | | | — | | | | 1,279 | | Depreciation and amortization | | | — | | | | — | | | | 1 | | | | 266 | | | | 86 | | | | — | | | | 353 | | General and administrative | | | — | | | | — | | | | 90 | | | | 203 | | | | 116 | | | | — | | | | 409 | | Other expenses | | | — | | | | — | | | | 1 | | | | 31 | | | | 44 | | | | (10) | | | | 66 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | — | | | | 92 | | | | 500 | | | | 1,525 | | | | (10) | | | | 2,107 | | Other expenses from managed and franchised properties | | | — | | | | — | | | | 32 | | | | 3,083 | | | | 494 | | | | — | | | | 3,609 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total expenses | | | — | | | | — | | | | 124 | | | | 3,583 | | | | 2,019 | | | | (10) | | | | 5,716 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Gain on sales of assets, net | | | — | | | | — | | | | — | | | | — | | | | 8 | | | | — | | | | 8 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Operating income (loss) | | | — | | | | — | | | | (61) | | | | 643 | | | | 286 | | | | — | | | | 868 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Interest expense | | | — | | | | (261) | | | | (14) | | | | (12) | | | | (47) | | | | — | | | | (334) | | Gain (loss) on foreign currency transactions | | | — | | | | — | | | | 11 | | | | (150) | | | | 123 | | | | — | | | | (16) | | Othernon-operating income, net | | | — | | | | 1 | | | | 1 | | | | 7 | | | | 13 | | | | — | | | | 22 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Income (loss) from continuing operations before income taxes and equity in losses from subsidiaries | | | — | | | | (260) | | | | (63) | | | | 488 | | | | 375 | | | | — | | | | 540 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Income tax benefit (expense) | | | 193 | | | | 100 | | | | 26 | | | | (297) | | | | (579) | | | | — | | | | (557) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Income (loss) from continuing operations before equity in losses from subsidiaries | | | 193 | | | | (160) | | | | (37) | | | | 191 | | | | (204) | | | | — | | | | (17) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Equity in losses from subsidiaries | | | (220) | | | | (60) | | | | (23) | | | | (220) | | | | — | | | | 523 | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Loss from continuing operations, net of taxes | | | (27) | | | | (220) | | | | (60) | | | | (29) | | | | (204) | | | | 523 | | | | (17) | | Income from discontinued operations, net of taxes | | | 365 | | | | 365 | | | | 365 | | | | 426 | | | | 375 | | | | (1,525) | | | | 371 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net income | | | 338 | | | | 145 | | | | 305 | | | | 397 | | | | 171 | | | | (1,002) | | | | 354 | | Net income attributable to noncontrolling interests | | | — | | | | — | | | | — | | | | — | | | | (16) | | | | — | | | | (16) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net income attributable to Hilton stockholders | | $ | 338 | | | $ | 145 | | | $ | 305 | | | $ | 397 | | | $ | 155 | | | $ | (1,002) | | | $ | 338 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Comprehensive income | | $ | 121 | | | $ | 143 | | | $ | 310 | | | $ | 326 | | | $ | 21 | | | $ | (785) | | | $ | 136 | | Comprehensive income attributable to noncontrolling interests | | | — | | | | — | | | | — | | | | — | | | | (15) | | | | — | | | | (15) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Comprehensive income attributable to Hilton stockholders | | $ | 121 | | | $ | 143 | | | $ | 310 | | | $ | 326 | | | $ | 6 | | | $ | (785) | | | $ | 121 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Year Ended December 31, 2016 | | | | | Parent | | | HWF
Issuers | | | HOC | | | Guarantors | | | Non-
Guarantors | | | Eliminations | | | Total | | | | | (in millions) | | Operating Activities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net cash provided by (used in) operating activities | | $ | — | | | $ | (37 | ) | | $ | — | | | $ | 912 | | | $ | 1,095 | | | $ | (605 | ) | | $ | 1,365 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Investing Activities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Capital expenditures for property and equipment | | | — | | | | — | | | | — | | | | (9 | ) | | | (308 | ) | | | — | | | | (317 | ) | Issuance of intercompany receivables | | | — | | | | — | | | | — | | | | (192 | ) | | | (42 | ) | | | 234 | | | | — | | Payments received on intercompany receivables | | | — | | | | — | | | | — | | | | 192 | | | | — | | | | (192 | ) | | | — | | Proceeds from asset dispositions | | | — | | | | — | | | | — | | | | — | | | | 11 | | | | — | | | | 11 | | Contract acquisition costs | | | — | | | | — | | | | — | | | | (46 | ) | | | (9 | ) | | | — | | | | (55 | ) | Capitalized software costs | | | — | | | | — | | | | — | | | | (73 | ) | | | (8 | ) | | | — | | | | (81 | ) | Other | | | — | | | | (6 | ) | | | — | | | | (35 | ) | | | 5 | | | | — | | | | (36 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net cash used in investing activities | | | — | | | | (6 | ) | | | — | | | | (163 | ) | | | (351 | ) | | | 42 | | | | (478 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Financing Activities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Borrowings | | | — | | | | — | | | | 1,000 | | | | — | | | | 3,715 | | | | — | | | | 4,715 | | Repayment of debt | | | — | | | | (266 | ) | | | — | | | | — | | | | (4,093 | ) | | | — | | | | (4,359 | ) | Debt issuance costs | | | — | | | | (17 | ) | | | (20 | ) | | | — | | | | (39 | ) | | | — | | | | (76 | ) | Intercompany borrowings | | | — | | | | — | | | | — | | | | 42 | | | | 192 | | | | (234 | ) | | | — | | Repayment of intercompany borrowings | | | — | | | | — | | | | — | | | | — | | | | (192 | ) | | | 192 | | | | — | | Intercompany transfers | | | 277 | | | | 326 | | | | (890 | ) | | | (854 | ) | | | 1,141 | | | | — | | | | — | | Dividends paid | | | (277 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | (277 | ) | Intercompany dividends | | | — | | | | — | | | | — | | | | — | | | | (605 | ) | | | 605 | | | | — | | Distributions to noncontrolling interests | | | — | | | | — | | | | — | | | | — | | | | (32 | ) | | | — | | | | (32 | ) | Tax withholdings on share-based compensation | | | — | | | | — | | | | — | | | | (15 | ) | | | — | | | | — | | | | (15 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net cash provided by (used in) financing activities | | | — | | | | 43 | | | | 90 | | | | (827 | ) | | | 87 | | | | 563 | | | | (44 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Effect of exchange rate changes on cash, restricted cash and cash equivalents | | | — | | | | — | | | | — | | | | — | | | | (15 | ) | | | — | | | | (15 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net increase (decrease) in cash, restricted cash and cash equivalents | | | — | | | | — | | | | 90 | | | | (78 | ) | | | 816 | | | | — | | | | 828 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Cash, restricted cash and cash equivalents from continuing operations, beginning of period | | | — | | | | — | | | | — | | | | 109 | | | | 524 | | | | — | | | | 633 | | Cash, restricted cash and cash equivalents from discontinued operations, beginning of period | | | — | | | | — | | | | — | | | | — | | | | 223 | | | | — | | | | 223 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Cash, restricted cash and cash equivalents, beginning of period | | | — | | | | — | | | | — | | | | 109 | | | | 747 | | | | — | | | | 856 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Cash, restricted cash and cash equivalents from continuing operations, end of period | | | — | | | | — | | | | 90 | | | | 31 | | | | 1,062 | | | | — | | | | 1,183 | | Cash, restricted cash and cash equivalents from discontinued operations, end of period | | | — | | | | — | | | | — | | | | — | | | | 501 | | | | — | | | | 501 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Cash, restricted cash and cash equivalents, end of period | | $ | — | | | $ | — | | | $ | 90 | | | $ | 31 | | | $ | 1,563 | | | $ | — | | | $ | 1,684 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Year Ended December 31, 2018 | | | | | Parent | | | HWF
Issuers | | | HOC | | | Guarantors | | | Non-
Guarantors | | | Eliminations | | | Total | | | | | (in millions) | | | | | Operating Activities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net cash provided by (used in) operating activities | | $ | — | | | $ | (185) | | | $ | (8) | | | $ | 1,267 | | | $ | 181 | | | $ | — | | | $ | 1,255 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Investing Activities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Capital expenditures for property and equipment | | | — | | | | — | | | | (9) | | | | (7) | | | | (56) | | | | — | | | | (72) | | Payments received on other financing receivables | | | — | | | | — | | | | — | | | | 49 | | | | 1 | | | | — | | | | 50 | | Capitalized software costs | | | — | | | | — | | | | — | | | | (87) | | | | — | | | | — | | | | (87) | | Other | | | — | | | | — | | | | — | | | | (6) | | | | (16) | | | | — | | | | (22) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net cash used in investing activities | | | — | | | | — | | | | (9) | | | | (51) | | | | (71) | | | | — | | | | (131) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Financing Activities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Borrowings | | | — | | | | 175 | | | | 1,500 | | | | — | | | | 1 | | | | — | | | | 1,676 | | Repayment of debt | | | — | | | | (985) | | | | — | | | | — | | | | (20) | | | | — | | | | (1,005) | | Debt issuance costs | | | — | | | | — | | | | (21) | | | | — | | | | — | | | | — | | | | (21) | | Intercompany transfers | | | 1,902 | | | | 995 | | | | (1,444) | | | | (1,209) | | | | (244) | | | | — | | | | — | | Dividends paid | | | (181) | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (181) | | Repurchases of common stock | | | (1,721) | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (1,721) | | Distributions to noncontrolling interests | | | — | | | | — | | | | — | | | | — | | | | (1) | | | | — | | | | (1) | | Tax withholdings on share-based compensation | | | — | | | | — | | | | (44) | | | | — | | | | — | | | | — | | | | (44) | | Acquisition of noncontrolling interest | | | — | | | | — | | | | — | | | | (3) | | | | — | | | | — | | | | (3) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net cash provided by (used in) financing activities | | | — | | | | 185 | | | | (9) | | | | (1,212) | | | | (264) | | | | — | | | | (1,300) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Effect of exchange rate changes on cash, restricted cash and cash equivalents | | | — | | | | — | | | | — | | | | — | | | | (10) | | | | — | | | | (10) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net increase (decrease) in cash, restricted cash and cash equivalents | | | — | | | | — | | | | (26) | | | | 4 | | | | (164) | | | | — | | | | (186) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Cash, restricted cash and cash equivalents, beginning of period | | | — | | | | — | | | | 63 | | | | 28 | | | | 579 | | | | — | | | | 670 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Cash, restricted cash and cash equivalents, end of period | | $ | — | | | $ | — | | | $ | 37 | | | $ | 32 | | | $ | 415 | | | $ | — | | | $ | 484 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | Year Ended December 31, 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 transfers | | | 138 | | | | 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 provided by (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 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Year Ended December 31, 2017 | | | | | Parent | | | HWF
Issuers | | | HOC | | | Guarantors | | | Non-
Guarantors | | | Eliminations | | | Total | | | | | (in millions) | | Operating Activities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net cash provided by (used in) operating activities | | $ | — | | | $ | (113) | | | $ | (103) | | | $ | 950 | | | $ | 285 | | | $ | (170) | | | $ | 849 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Investing Activities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Capital expenditures for property and equipment | | | — | | | | — | | | | (12) | | | | (12) | | | | (34) | | | | — | | | | (58) | | Payments received on other financing receivables | | | — | | | | — | | | | — | | | | 7 | | | | — | | | | — | | | | 7 | | Capitalized software costs | | | — | | | | — | | | | — | | | | (75) | | | | — | | | | — | | | | (75) | | Other | | | — | | | | (13) | | | | — | | | | (8) | | | | 3 | | | | (3) | | | | (21) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net cash used in investing activities | | | — | | | | (13) | | | | (12) | | | | (88) | | | | (31) | | | | (3) | | | | (147) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Financing Activities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Borrowings | | | — | | | | 1,822 | | | | — | | | | — | | | | 2 | | | | — | | | | 1,824 | | Repayment of debt | | | — | | | | (1,852) | | | | — | | | | — | | | | (8) | | | | — | | | | (1,860) | | Debt issuance costs and redemption premium | | | — | | | | (69) | | | | — | | | | — | | | | — | | | | — | | | | (69) | | Repayment of intercompany borrowings | | | — | | | | — | | | | (3) | | | | — | | | | — | | | | 3 | | | | — | | Intercompany transfers | | | 1,086 | | | | 225 | | | | 122 | | | | (865) | | | | (568) | | | | — | | | | — | | Dividends paid | | | (195) | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (195) | | Intercompany dividends | | | — | | | | — | | | | — | | | | — | | | | (170) | | | | 170 | | | | — | | Cash transferred in spin-offs of Park and HGV | | | — | | | | — | | | | — | | | | — | | | | (501) | | | | — | | | | (501) | | Repurchases of common stock | | | (891) | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (891) | | Distributions to noncontrolling interests | | | — | | | | — | | | | — | | | | — | | | | (1) | | | | — | | | | (1) | | Tax withholdings on share-based compensation | | | — | | | | — | | | | (31) | | | | — | | | | — | | | | — | | | | (31) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net cash provided by (used in) financing activities | | | — | | | | 126 | | | | 88 | | | | (865) | | | | (1,246) | | | | 173 | | | | (1,724) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Effect of exchange rate changes on cash, restricted cash and cash equivalents | | | — | | | | — | | | | — | | | | — | | | | 8 | | | | — | | | | 8 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net decrease in cash, restricted cash and cash equivalents | | | — | | | | — | | | | (27) | | | | (3) | | | | (984) | | | | — | | | | (1,014) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Cash, restricted cash and cash equivalents from continuing operations, beginning of period | | | — | | | | — | | | | 90 | | | | 31 | | | | 1,062 | | | | — | | | | 1,183 | | Cash, restricted cash and cash equivalents from discontinued operations, beginning of period | | | — | | | | — | | | | — | | | | — | | | | 501 | | | | — | | | | 501 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Cash, restricted cash and cash equivalents, beginning of period | | | — | | | | — | | | | 90 | | | | 31 | | | | 1,563 | | | | — | | | | 1,684 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Cash, restricted cash and cash equivalents, end of period | | $ | — | | | $ | — | | | $ | 63 | | | $ | 28 | | | $ | 579 | | | $ | — | | | $ | 670 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | Year Ended December 31, 2014 | | | | | Parent | | | HWF
Issuers | | | Guarantors | | | Non-
Guarantors | | | Eliminations | | | Total | | | | | (in millions) | | Operating Activities: | | | | | | | | | | | | | | | | | | | | | | | | | Net cash provided by operating activities | | $ | — | | | $ | — | | | $ | 1,085 | | | $ | 522 | | | $ | (300 | ) | | $ | 1,307 | | | | | | | | | | | | | | | | | | | | | | | | | | | Investing Activities: | | | | | | | | | | | | | | | | | | | | | | | | | Capital expenditures for property and equipment | | | — | | | | — | | | | (5 | ) | | | (263 | ) | | | — | | | | (268 | ) | Proceeds from asset dispositions | | | — | | | | — | | | | 4 | | | | 40 | | | | — | | | | 44 | | Contract acquisition costs | | | — | | | | — | | | | (19 | ) | | | (46 | ) | | | — | | | | (65 | ) | Capitalized software costs | | | — | | | | — | | | | (64 | ) | | | (5 | ) | | | — | | | | (69 | ) | Other | | | — | | | | — | | | | 11 | | | | 37 | | | | — | | | | 48 | | | | | | | | | | | | | | | | | | | | | | | | | | | Net cash used in investing activities | | | — | | | | — | | | | (73 | ) | | | (237 | ) | | | — | | | | (310 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | Financing Activities: | | | | | | | | | | | | | | | | | | | | | | | | | Borrowings | | | — | | | | — | | | | — | | | | 350 | | | | — | | | | 350 | | Repayment of debt | | | — | | | | (1,000 | ) | | | — | | | | (424 | ) | | | — | | | | (1,424 | ) | Debt issuance costs | | | — | | | | (6 | ) | | | — | | | | (3 | ) | | | — | | | | (9 | ) | Capital contribution | | | — | | | | — | | | | — | | | | 22 | | | | (9 | ) | | | 13 | | Intercompany transfers | | | — | | | | 1,006 | | | | (1,094 | ) | | | 88 | | | | — | | | | — | | Intercompany dividends | | | — | | | | — | | | | — | | | | (309 | ) | | | 309 | | | | — | | Distributions to noncontrolling interests | | | — | | | | — | | | | — | | | | (5 | ) | | | — | | | | (5 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | Net cash used in financing activities | | | — | | | | — | | | | (1,094 | ) | | | (281 | ) | | | 300 | | | | (1,075 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | Effect of exchange rate changes on cash, restricted cash and cash equivalents | | | — | | | | — | | | | — | | | | (14 | ) | | | — | | | | (14 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | Net decrease in cash, restricted cash and cash equivalents | | | — | | | | — | | | | (82 | ) | | | (10 | ) | | | — | | | | (92 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | Cash, restricted cash and cash equivalents from continuing operations, beginning of period | | | — | | | | — | | | | 201 | | | | 505 | | | | — | | | | 706 | | Cash, restricted cash and cash equivalents from discontinued operations, beginning of period | | | — | | | | — | | | | 1 | | | | 153 | | | | — | | | | 154 | | | | | | | | | | | | | | | | | | | | | | | | | | | Cash, restricted cash and cash equivalents, beginning of period | | | — | | | | — | | | | 202 | | | | 658 | | | | — | | | | 860 | | | | | | | | | | | | | | | | | | | | | | | | | | | Cash, restricted cash and cash equivalents from continuing operations, end of period | | | — | | | | — | | | | 119 | | | | 509 | | | | — | | | | 628 | | Cash, restricted cash and cash equivalents from discontinued operations, end of period | | | — | | | | — | | | | 1 | | | | 139 | | | | — | | | | 140 | | | | | | | | | | | | | | | | | | | | | | | | | | | Cash, restricted cash and cash equivalents, end of period | | $ | — | | | $ | — | | | $ | 120 | | | $ | 648 | | | $ | — | | | $ | 768 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Year Ended December 31, 2016 | | | | | Parent | | | HWF
Issuers | | | HOC | | | Guarantors | | | Non-
Guarantors | | | Eliminations | | | Total | | | | | (in millions) | | Operating Activities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net cash provided by (used in) operating activities | | $ | — | | | $ | (37) | | | $ | — | | | $ | 866 | | | $ | 1,086 | | | $ | (605) | | | $ | 1,310 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Investing Activities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Capital expenditures for property and equipment | | | — | | | | — | | | | — | | | | (9) | | | | (308) | | | | — | | | | (317) | | Payments received on other financing receivables | | | — | | | | — | | | | — | | | | 2 | | | | 1 | | | | — | | | | 3 | | Issuance of intercompany receivables | | | — | | | | — | | | | — | | | | (192) | | | | (42) | | | | 234 | | | | — | | Payments received on intercompany receivables | | | — | | | | — | | | | — | | | | 192 | | | | — | | | | (192) | | | | — | | Capitalized software costs | | | — | | | | — | | | | — | | | | (73) | | | | (8) | | | | — | | | | (81) | | Other | | | — | | | | (6) | | | | — | | | | (37) | | | | 15 | | | | — | | | | (28) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net cash used in investing activities | | | — | | | | (6) | | | | — | | | | (117) | | | | (342) | | | | 42 | | | | (423) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Financing Activities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Borrowings | | | — | | | | — | | | | 1,000 | | | | — | | | | 3,715 | | | | — | | | | 4,715 | | Repayment of debt | | | — | | | | (266) | | | | — | | | | — | | | | (4,093) | | | | — | | | | (4,359) | | Debt issuance costs | | | — | | | | (17) | | | | (20) | | | | — | | | | (39) | | | | — | | | | (76) | | Intercompany borrowings | | | — | | | | — | | | | — | | | | 42 | | | | 192 | | | | (234) | | | | — | | Repayment of intercompany borrowings | | | — | | | | — | | | | — | | | | — | | | | (192) | | | | 192 | | | | — | | Intercompany transfers | | | 277 | | | | 326 | | | | (890) | | | | (854) | | | | 1,141 | | | | — | | | | — | | Dividends paid | | | (277) | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (277) | | Intercompany dividends | | | — | | | | — | | | | — | | | | — | | | | (605) | | | | 605 | | | | — | | Distributions to noncontrolling interests | | | — | | | | — | | | | — | | | | — | | | | (32) | | | | — | | | | (32) | | Tax withholdings on share-based compensation | | | — | | | | — | | | | — | | | | (15) | | | | — | | | | — | | | | (15) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net cash provided by (used in) financing activities | | | — | | | | 43 | | | | 90 | | | | (827) | | | | 87 | | | | 563 | | | | (44) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Effect of exchange rate changes on cash, restricted cash and cash equivalents | | | — | | | | — | | | | — | | | | — | | | | (15) | | | | — | | | | (15) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net increase (decrease) in cash, restricted cash and cash equivalents | | | — | | | | — | | | | 90 | | | | (78) | | | | 816 | | | | — | | | | 828 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Cash, restricted cash and cash equivalents from continuing operations, beginning of period | | | — | | | | — | | | | — | | | | 109 | | | | 524 | | | | — | | | | 633 | | Cash, restricted cash and cash equivalents from discontinued operations, beginning of period | | | — | | | | — | | | | — | | | | — | | | | 223 | | | | — | | | | 223 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Cash, restricted cash and cash equivalents, beginning of period | | | — | | | | — | | | | — | | | | 109 | | | | 747 | | | | — | | | | 856 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Cash, restricted cash and cash equivalents from continuing operations, end of period | | | — | | | | — | | | | 90 | | | | 31 | | | | 1,062 | | | | — | | | | 1,183 | | Cash, restricted cash and cash equivalents from discontinued operations, end of period | | | — | | | | — | | | | — | | | | — | | | | 501 | | | | — | | | | 501 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Cash, restricted cash and cash equivalents, end of period | | $ | — | | | $ | — | | | $ | 90 | | | $ | 31 | | | $ | 1,563�� | | | $ | — | | | $ | 1,684 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Note 25:24: Selected Quarterly Financial Information (unaudited) 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 necessary to fairly present fairly our financial results. Operating results for previous periods do not necessarily indicate results that may be achieved in any future period. | | | | | | | | | | | | | | | | | | | | | | | | 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 income | | | 170 | | | | 273 | | | | 265 | | | | 244 | | | | 952 | | Income (loss) from continuing operations, net of taxes | | | 191 | | | | 100 | | | | 89 | | | | (388 | ) | | | (8 | ) | Income from discontinued operations, net of taxes | | | 119 | | | | 144 | | | | 103 | | | | 6 | | | | 372 | | Net income (loss) | | | 310 | | | | 244 | | | | 192 | | | | (382 | ) | | | 364 | | Net income (loss) attributable to Hilton stockholders | | | 309 | | | | 239 | | | | 187 | | | | (387 | ) | | | 348 | | Basic earnings (loss) per share: | | | | | | | | | | | | | | | | | | | | | Net income (loss) from continuing operations(1) | | $ | 0.58 | | | $ | 0.29 | | | $ | 0.27 | | | $ | (1.20 | ) | | $ | (0.05 | ) | Net income from discontinued operations(1) | | | 0.36 | | | | 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: | | | | | | | | | | | | | | | | | | | | | Net income (loss) from continuing operations(1) | | $ | 0.58 | | | $ | 0.29 | | | $ | 0.27 | | | $ | (1.20 | ) | | $ | (0.05 | ) | Net income from discontinued operations | | | 0.36 | | | | 0.43 | | | | 0.30 | | | | 0.02 | | | | 1.11 | | | | | | | | | | | | | | | | | | | | | | | Net income (loss)(1) | | $ | 0.94 | | | $ | 0.72 | | | $ | 0.57 | | | $ | (1.18 | ) | | $ | 1.06 | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | 2018 | | | | | First
Quarter | | | Second
Quarter | | | Third
Quarter | | | Fourth
Quarter | | | Year | | | | | (in millions, except per share data) | | Revenues | | $ | 2,074 | | | $ | 2,291 | | | $ | 2,253 | | | $ | 2,288 | | | $ | 8,906 | | Operating income | | | 279 | | | | 406 | | | | 385 | | | | 362 | | | | 1,432 | | Net income | | | 163 | | | | 217 | | | | 164 | | | | 225 | | | | 769 | | Net income attributable to Hilton stockholders | | | 161 | | | | 217 | | | | 162 | | | | 224 | | | | 764 | | Basic earnings per share(1) | | $ | 0.51 | | | $ | 0.72 | | | $ | 0.55 | | | $ | 0.76 | | | $ | 2.53 | | Diluted earnings per share(1) | | $ | 0.51 | | | $ | 0.71 | | | $ | 0.54 | | | $ | 0.75 | | | $ | 2.50 | |
| | | | | | | | | | | | | | | | | | | | | | | | 2015 | | | | | First
Quarter | | | Second
Quarter | | | Third
Quarter | | | Fourth
Quarter | | | Year | | | | | (in millions, except per share data) | | Revenues | | $ | 1,630 | | | $ | 1,845 | | | $ | 1,847 | | | $ | 1,811 | | | $ | 7,133 | | Operating income | | | 143 | | | | 135 | | | | 391 | | | | 231 | | | | 900 | | Income (loss) from continuing operations, net of taxes | | | (1 | ) | | | 40 | | | | 153 | | | | 689 | | | | 881 | | Income from discontinued operations, net of taxes | | | 151 | | | | 127 | | | | 130 | | | | 127 | | | | 535 | | Net income | | | 150 | | | | 167 | | | | 283 | | | | 816 | | | | 1,416 | | Net income attributable to Hilton stockholders | | | 150 | | | | 161 | | | | 279 | | | | 814 | | | | 1,404 | | Basic earnings per share: | | | | | | | | | | | | | | | | | | | | | Net income from continuing operations | | $ | — | | | $ | 0.11 | | | $ | 0.47 | | | $ | 2.09 | | | $ | 2.67 | | Net income from discontinued operations | | | 0.46 | | | | 0.38 | | | | 0.38 | | | | 0.38 | | | | 1.60 | | | | | | | | | | | | | | | | | | | | | | | Net income | | $ | 0.46 | | | $ | 0.49 | | | $ | 0.85 | | | $ | 2.47 | | | $ | 4.27 | | | | | | | | | | | | | | | | | | | | | | | Diluted earnings per share: | | | | | | | | | | | | | | | | | | | | | Net income from continuing operations(1) | | $ | — | | | $ | 0.11 | | | $ | 0.47 | | | $ | 2.09 | | | $ | 2.66 | | Net income from discontinued operations | | | 0.46 | | | | 0.38 | | | | 0.38 | | | | 0.38 | | | | 1.60 | | | | | | | | | | | | | | | | | | | | | | | Net income(1) | | $ | 0.46 | | | $ | 0.49 | | | $ | 0.85 | | | $ | 2.47 | | | $ | 4.26 | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | 2017 | | | | | First
Quarter | | | Second
Quarter | | | Third
Quarter | | | Fourth
Quarter | | | Year | | | | | (in millions, except per share data) | | Revenues | | $ | 1,896 | | | $ | 2,076 | | | $ | 2,091 | | | $ | 2,068 | | | $ | 8,131 | | Operating income | | | 217 | | | | 324 | | | | 332 | | | | 259 | | | | 1,132 | | Net income | | | 48 | | | | 151 | | | | 160 | | | | 730 | | | | 1,089 | | Net income attributable to Hilton stockholders | | | 47 | | | | 150 | | | | 158 | | | | 729 | | | | 1,084 | | Basic earnings per share(1) | | $ | 0.14 | | | $ | 0.46 | | | $ | 0.49 | | | $ | 2.29 | | | $ | 3.34 | | Diluted earnings per share(1) | | $ | 0.14 | | | $ | 0.46 | | | $ | 0.49 | | | $ | 2.27 | | | $ | 3.32 | |
| (1) | The sum of the earnings per share for the four quarters differs from annual earnings per share due to the required method of computing the weighted average shares outstanding in interim periods. |
Note 26: Subsequent Events
In January 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 and HGV. See Note 3: “Discontinued Operations” for additional information.
In March 2017, we issued $900 million in aggregate principal amount of 4.625% Senior Notes due 2025 and $600 million in aggregate principal amount of 4.875% Senior Notes due 2027. We used the proceeds, along with available cash, to redeem in full our $1.5 billion 2021 Senior Notes, plus accrued and unpaid interest.
In March 2017, we amended the Term Loans pursuant to which $750 million of outstanding Term Loans due in 2020 were extended, aligning their maturity with the $3,209 million tranche of Term Loans due 2023. Additionally, the entire balance of the Term Loans was repriced with an interest rate of LIBOR plus 200 basis points.
In March 2017, HNA and certain of its affiliates completed the acquisition of 82.5 million shares of Hilton common stock, representing approximately a 25 percent equity interest in the common stock of the Parent, from affiliates of Blackstone. As such, Blackstone’s beneficial ownership interest in Hilton was reduced from approximately 40 percent to approximately 15 percent.
In June 2017, affiliates of Blackstone sold 15,000,000 shares of Hilton common stock in a secondary offering. Additionally, in June 2017, as part of our stock repurchase program, we repurchased 1,500,000 shares of our common stock directly from affiliates of Blackstone, in a private, non-underwritten transaction, at a share price of $65.82 totaling $99 million. Following the offering and the share repurchase, affiliates of Blackstone beneficially owned 10.3 percent of our common stock.
HILTON WORLDWIDE HOLDINGS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions, except share data)
(unaudited)
| | | | | | | | | | | | March 31, | | | December 31, | | | | 2017 | | | 2016 | | ASSETS | | | | | | | | | Current Assets: | | | | | | | | | Cash and cash equivalents | | $ | 862 | | | $ | 1,062 | | Restricted cash and cash equivalents | | | 124 | | | | 121 | | Accounts receivable, net of allowance for doubtful accounts of $28 and $27 | | | 911 | | | | 755 | | Prepaid expenses | | | 129 | | | | 89 | | Income taxes receivable | | | — | | | | 13 | | Other | | | 43 | | | | 39 | | Current assets of discontinued operations | | | — | | | | 1,478 | | | | | | | | | | | Total current assets (variable interest entities - $74 and $167) | | | 2,069 | | | | 3,557 | | | | | | | | | | | Intangibles and Other Assets: | | | | | | | | | Goodwill | | | 5,135 | | | | 5,218 | | Brands | | | 4,856 | | | | 4,848 | | Management and franchise contracts, net | | | 930 | | | | 963 | | Other intangible assets, net | | | 431 | | | | 447 | | Property and equipment, net | | | 341 | | | | 341 | | Deferred income tax assets | | | 82 | | | | 82 | | Other | | | 443 | | | | 408 | | Non-current assets of discontinued operations | | | — | | | | 10,347 | | | | | | | | | | | Total intangibles and other assets (variable interest entities - $172 and $569) | | | 12,218 | | | | 22,654 | | | | | | | | | | | TOTAL ASSETS | | $ | 14,287 | | | $ | 26,211 | | | | | | | | | | | LIABILITIES AND EQUITY | | | | | | | | | Current Liabilities: | | | | | | | | | Accounts payable, accrued expenses and other | | $ | 1,798 | | | $ | 1,821 | | Current maturities of long-term debt | | | 41 | | | | 33 | | Income taxes payable | | | 128 | | | | 56 | | Current liabilities of discontinued operations | | | — | | | | 774 | | | | | | | | | | | Total current liabilities (variable interest entities - $44 and $124) | | | 1,967 | | | | 2,684 | | Long-term debt | | | 6,588 | | | | 6,583 | | Deferred revenues | | | 22 | | | | 42 | | Deferred income tax liabilities | | | 1,723 | | | | 1,778 | | Liability for guest loyalty program | | | 898 | | | | 889 | | Other | | | 1,493 | | | | 1,492 | | Non-current liabilities of discontinued operations | | | — | | | | 6,894 | | | | | | | | | | | Total liabilities (variable interest entities - $270 and $766) | | | 12,691 | | | | 20,362 | | | | | | | | | | | Commitments and contingencies - see Note 14 | | | | | | | | | Equity: | | | | | | | | | Preferred stock, $0.01 par value; 3,000,000,000 authorized shares, none issued or outstanding as of March 31, 2017 and December 31, 2016 | | | — | | | | — | | Common stock(1), $0.01 par value; 10,000,000,000 authorized shares, 330,851,894 issued and 329,628,890 outstanding as of March 31, 2017 and 329,351,581 issued and 329,341,992 outstanding as of December 31, 2016 | | | 3 | | | | 3 | | Treasury stock, at cost; 1,223,004 shares as of March 31, 2017 and 9,589 shares as of December 31, 2016 | | | (70 | ) | | | — | | Additional paid-in capital(1) | | | 10,214 | | | | 10,220 | | Accumulated deficit | | | (7,631 | ) | | | (3,323 | ) | Accumulated other comprehensive loss | | | (918 | ) | | | (1,001 | ) | | | | | | | | | | Total Hilton stockholders’ equity | | | 1,598 | | | | 5,899 | | Noncontrolling interests | | | (2 | ) | | | (50 | ) | | | | | | | | | | Total equity | | | 1,596 | | | | 5,849 | | | | | | | | | | | TOTAL LIABILITIES AND EQUITY | | $ | 14,287 | | | $ | 26,211 | | | | | | | | | | |
(1) | Adjusted to reflect the 1-for-3 reverse stock split that occurred on January 3, 2017. See Note 1: “Organization and Basis of Presentation” for additional information. |
See notes to condensed consolidated financial statements.
HILTON WORLDWIDE HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except per share data)
(unaudited)
| | | | | | | | | | | | Three Months Ended
March 31, | | | | | 2017 | | | 2016 | | Revenues | | | | | | | | | Franchise fees | | $ | 294 | | | $ | 253 | | Base and other management fees | | | 83 | | | | 60 | | Incentive management fees | | | 52 | | | | 36 | | Owned and leased hotels | | | 300 | | | | 319 | | Other revenues | | | 37 | | | | 17 | | | | | | | | | | | | | | 766 | | | | 685 | | Other revenues from managed and franchised properties | | | 1,395 | | | | 1,041 | | | | | | | | | | | Total revenues | | | 2,161 | | | | 1,726 | | Expenses | | | | | | | | | Owned and leased hotels | | | 272 | | | | 307 | | Depreciation and amortization | | | 89 | | | | 92 | | Impairment loss | | | — | | | | 15 | | General and administrative | | | 105 | | | | 83 | | Other expenses | | | 23 | | | | 18 | | | | | | | | | | | | | | 489 | | | | 515 | | Other expenses from managed and franchised properties | | | 1,395 | | | | 1,041 | | | | | | | | | | | Total expenses | | | 1,884 | | | | 1,556 | | Operating income | | | 277 | | | | 170 | | Interest expense | | | (104 | ) | | | (90 | ) | Loss on foreign currency transactions | | | (4 | ) | | | (12 | ) | Loss on debt extinguishment | | | (60 | ) | | | — | | Other non-operating income, net | | | 1 | | | | 2 | | | | | | | | | | | Income from continuing operations before income taxes | | | 110 | | | | 70 | | Income tax benefit (expense) | | | (35 | ) | | | 121 | | | | | | | | | | | Income from continuing operations, net of taxes | | | 75 | | | | 191 | | Income from discontinued operations, net of taxes | | | — | | | | 119 | | | | | | | | | | | Net income | | | 75 | | | | 310 | | Net income attributable to noncontrolling interests | | | (1 | ) | | | (1 | ) | | | | | | | | | | Net income attributable to Hilton stockholders | | $ | 74 | | | $ | 309 | | | | | | | | | | | Earnings per share(1) | | | | | | | | | Basic: | | | | | | | | | Net income from continuing operations per share | | $ | 0.22 | | | $ | 0.58 | | Net income from discontinued operations per share | | | — | | | | 0.36 | | | | | | | | | | | Net income per share | | $ | 0.22 | | | $ | 0.94 | | | | | | | | | | | Diluted: | | | | | | | | | Net income from continuing operations per share | | $ | 0.22 | | | $ | 0.58 | | Net income from discontinued operations per share | | | — | | | | 0.36 | | | | | | | | | | | Net income per share | | $ | 0.22 | | | $ | 0.94 | | | | | | | | | | | Cash dividends declared per share(1) | | $ | 0.15 | | | $ | 0.21 | | | | | | | | | | |
(1) | Weighted average shares outstanding used in the computation of basic and diluted earnings per share and cash dividends declared per share were adjusted to reflect the 1-for-3 reverse stock split that occurred on January 3, 2017. See Note 1: “Organization and Basis of Presentation” for additional information. |
See notes to condensed consolidated financial statements.
HILTON WORLDWIDE HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions)
(unaudited)
| | | | | | | | | | | | Three Months Ended
March 31, | | | | | 2017 | | | 2016 | | Net income | | $ | 75 | | | $ | 310 | | Other comprehensive income (loss), net of tax benefit (expense): | | | | | | | | | Currency translation adjustment, net of tax of $1 and $(3) | | | 20 | | | | 13 | | Pension liability adjustment, net of tax of $(1) and $(1) | | | 1 | | | | 1 | | Cash flow hedge adjustment, net of tax of $2 and $4 | | | (2 | ) | | | (6 | ) | | | | | | | | | | Total other comprehensive income | | | 19 | | | | 8 | | | | | | | | | | | | | | Comprehensive income | | | 94 | | | | 318 | | Comprehensive loss attributable to noncontrolling interests | | | — | | | | 1 | | | | | | | | | | | Comprehensive income attributable to Hilton stockholders | | $ | 94 | | | $ | 319 | | | | | | | | | | |
See notes to condensed consolidated financial statements.
HILTON WORLDWIDE HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
(unaudited)
| | | | | | | | | | | | Three Months Ended
March 31, | | | | | 2017 | | | 2016 | | Operating Activities: | | | | | | | | | Net income | | $ | 75 | | | $ | 310 | | Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | | | Depreciation and amortization | | | 89 | | | | 169 | | Impairment loss | | | — | | | | 15 | | Loss on foreign currency transactions | | | 4 | | | | 12 | | Loss on debt extinguishment | | | 60 | | | | — | | Share-based compensation | | | 15 | | | | 11 | | Deferred income taxes | | | (51 | ) | | | (32 | ) | Working capital changes and other | | | (129 | ) | | | (146 | ) | | | | | | | | | | Net cash provided by operating activities | | | 63 | | | | 339 | | | | | | | | | | | Investing Activities: | | | | | | | | | Capital expenditures for property and equipment | | | (9 | ) | | | (84 | ) | Contract acquisition costs | | | (13 | ) | | | (9 | ) | Capitalized software costs | | | (9 | ) | | | (11 | ) | Other | | | (19 | ) | | | (6 | ) | | | | | | | | | | Net cash used in investing activities | | | (50 | ) | | | (110 | ) | | | | | | | | | | Financing Activities: | | | | | | | | | Borrowings | | | 1,823 | | | | — | | Repayment of debt | | | (1,824 | ) | | | (32 | ) | Debt issuance costs and redemption premium | | | (66 | ) | | | — | | Dividends paid | | | (49 | ) | | | (69 | ) | Cash transferred in spin-offs of Park and HGV | | | (501 | ) | | | — | | Repurchases of common stock | | | (70 | ) | | | — | | Distributions to noncontrolling interests | | | (1 | ) | | | (2 | ) | Tax withholdings on share-based compensation | | | (28 | ) | | | (13 | ) | | | | | | | | | | Net cash used in financing activities | | | (716 | ) | | | (116 | ) | | | | | | | | | | Effect of exchange rate changes on cash, restricted cash and cash equivalents | | | 5 | | | | 4 | | | | | | | | | | | Net increase (decrease) in cash, restricted cash and cash equivalents | | | (698 | ) | | | 117 | | | | | | | | | | | Cash, restricted cash and cash equivalents from continuing operations, beginning of period | | | 1,183 | | | | 634 | | Cash, restricted cash and cash equivalents from discontinued operations, beginning of period | | | 501 | | | | 222 | | | | | | | | | | | Cash, restricted cash and cash equivalents, beginning of period | | | 1,684 | | | | 856 | | | | | | | | | | | Cash, restricted cash and cash equivalents from continuing operations, end of period | | | 986 | | | | 682 | | Cash, restricted cash and cash equivalents from discontinued operations, end of period | | | — | | | | 291 | | | | | | | | | | | Cash, restricted cash and cash equivalents, end of period | | $ | 986 | | | $ | 973 | | | | | | | | | | | Supplemental Disclosures: | | | | | | | | | Cash paid during the year: | | | | | | | | | Interest | | $ | 113 | | | $ | 86 | | Income taxes, net of refunds | | | 6 | | | | 39 | | Non-cash investing activities: | | | | | | | | | Conversion of Park’s property and equipment to timeshare inventory of HGV | | $ | — | | | $ | (22 | ) | Non-cash financing activities: | | | | | | | | | Spin-offs of Park and HGV | | $ | 29 | | | $ | — | |
See notes to condensed consolidated financial statements.
HILTON WORLDWIDE HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 1: Organization and Basis of Presentation
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. As of March 31, 2017, we managed, franchised, owned or leased 4,982 hotel and resort properties, totaling 812,341 rooms in 103 countries and territories.
On March 15, 2017, HNA Tourism Group Co., Ltd. and certain of its affiliates (together, “HNA”) acquired 82.5 million shares of Hilton common stock, representing approximately a 25.0 percent equity interest in the common stock of the Parent, from affiliates of The Blackstone Group L.P. (“Blackstone”). As of March 31, 2017, HNA and affiliates of Blackstone beneficially owned approximately 25.0 percent and 15.2 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 in these condensed consolidated financial statements have been retroactively adjusted in all periods presented to reflect the decreased number of shares resulting from the Reverse Stock Split. The retroactive adjustments resulted in the reclassification of $7 million from common stock to additional paid-in capital in the condensed consolidated balance sheets for all periods presented.
Basis of Presentation
The accompanying condensed consolidated financial statements for the three months ended March 31, 2017 and 2016 have been prepared in accordance with United States of America (“U.S.”) generally accepted accounting principles (“GAAP”) and are unaudited. We have condensed or omitted certain information and footnote disclosures normally included in financial statements presented in accordance with U.S. GAAP. Although we believe the disclosures made are adequate to prevent the information presented from being misleading, these financial statements should be read in conjunction with the consolidated financial statements and notes thereto in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016.
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported and, accordingly, ultimate results could differ from those estimates. Additionally, interim results are not necessarily indicative of full year performance.
These condensed consolidated financial statements present the condensed consolidated financial position of Hilton as of March 31, 2017 and December 31, 2016 and the results of operations of Hilton for the three months ended March 31, 2017 and 2016 giving effect to the spin-offs, with the historical financial results of Park and HGV reflected as discontinued operations. Unless otherwise indicated, the information in the notes to the condensed consolidated financial statements refer only to Hilton’s continuing operations and do not include discussion of balances or activity of Park or HGV.
Principles of Consolidation
In our opinion, the accompanying condensed consolidated financial statements reflect all adjustments, including normal recurring items, considered necessary for a fair presentation of the interim periods. All material intercompany transactions have been eliminated in consolidation.
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 financial position and results of operations of Park and HGV as discontinued operations as of December 31, 2016 and as of and for the three months ended March 31, 2016. Additionally, certain line items in the condensed consolidated statements of operations have been revised to reflect the operating structure of Hilton subsequent to the spin-offs. The primary change to the condensed consolidated statements of operations is the disaggregation of management and franchise fee revenues.
Note 2: Recently Issued Accounting Pronouncements
Adopted Accounting Standards
In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-04 (“ASU 2017-04”),Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This ASU simplifies the subsequent measurement of goodwill by removing Step 2 from the goodwill impairment test. We elected, as permitted by the standard, to early adopt ASU 2017-04 on a prospective basis as of January 1, 2017. The adoption did not have a material effect on our condensed 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 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 condensed 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 inLeases (Topic 840) and generally requires all leases, including operating leases, to be recognized in the statement of financial position as right-of-use assets and lease
liabilities by lessees. The provisions of ASU 2016-02 are to be applied using a modified retrospective approach and are effective for reporting periods beginning after December 15, 2018; early adoption is permitted. We are currently evaluating the effect that this ASU will have on our consolidated financial statements, but we expect this ASU to have a material effect on our consolidated balance sheet.
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 inRevenue Recognition (Topic 605) and requires entities to recognize revenue when a customer obtains control of promised goods or services and is recognized 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. The provisions of ASU 2014-09 and the related ASUs will be effective beginning January 1, 2018. This ASU permits two transition approaches: retrospective or modified retrospective. We are still evaluating our transition approach and expect to reach a decision in the second quarter of 2017.
We anticipate that ASU 2014-09 will have a material effect on our consolidated financial statements. However, we expect revenue recognition related to our accounting for ongoing royalty and management fee revenues, direct reimbursable fees from our management and franchise agreements and hotel guest transactions at our owned and leased hotels to remain substantially unchanged.
While we are continuing to assess all other potential effects of the standard, we currently believe the provisions of ASU 2014-09 will affect revenue recognition as follows: (i) application and initiation fees for new hotels entering the system will be recognized over the term of the franchise agreement; (ii) certain contract acquisition costs related to our management and franchise agreements will be recognized over the term of the agreements as a reduction to revenue; and (iii) 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. We do not expect the changes in revenue recognition for certain contract acquisition costs or incentive management fees to affect the Company’s net income for any full year period. We are currently assessing the effect of the standard on indirect reimbursable fees related to our management and franchise agreements and the accounting for our guest loyalty program. We continue to update our assessment of the effect that ASU 2014-09 and related ASUs will have on our consolidated financial statements, and we will disclose further material effects, if any, when known.
Note 3: Discontinued Operations
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 the following:
Distribution Agreement
The Company entered into a Distribution Agreement with Park and HGV regarding the principal actions taken or to be taken in connection with the spin-offs. The Distribution Agreement provides for certain transfers of assets and assumptions of liabilities by each of Hilton, Park and HGV and the settlement or extinguishment of certain liabilities and other obligations among Hilton, Park and HGV. In addition to the allocation of assets and liabilities detailed in the Distribution Agreement, Hilton, Park and HGV have agreed that losses related to certain contingent liabilities (and related costs and expenses) that generally are not specifically attributable to any of the
separated real estate business, the timeshare business or the retained business of Hilton will be apportioned among the parties according to fixed percentages: 65 percent, 26 percent and 9 percent for each of Hilton, Park and HGV, respectively. In addition, costs and expenses of, and indemnification obligations to, third-party professional advisors arising out of the foregoing actions also may be subject to these provisions. Subject to certain limitations and exceptions, Hilton shall generally be vested with the exclusive management and control of all matters pertaining to any such contingent liabilities, including the prosecution of any claim and the conduct of any defense. The Distribution Agreement also provides for cross-indemnities that, except as otherwise provided in the Distribution Agreement, are principally designed to place financial responsibility for the obligations and liabilities of each business with the appropriate company.
Employee Matters Agreement
The Company entered into an Employee Matters Agreement with Park and HGV that governs the respective rights, responsibilities and obligations of Hilton, Park and HGV after the spin-offs with respect to transferred employees, defined benefit pension plans, defined contribution plans, non-qualified retirement plans, employee health and welfare benefit plans, incentive plans, equity-based awards, collective bargaining agreements and other employment, compensation and benefits-related matters. Generally, other than with respect to certain specified compensation and benefit plans and liabilities, each of Park and HGV assumed or retained sponsorship of, and the liabilities relating to, compensation and benefit plans and employee-related liabilities relating to its current and former employees. Additionally, outstanding Hilton equity-based awards were equitably adjusted or converted into Park or HGV awards, as applicable, in connection with the spin-offs, and Park and HGV employees no longer actively participate in Hilton’s benefit plans or programs (other than specified compensation and benefit plans).
Tax Matters Agreement
The Company entered into a Tax Matters Agreement with Park and HGV that governs the respective rights, responsibilities and obligations of Hilton, Park and HGV after the spin-offs with respect to tax liabilities and benefits, tax attributes, tax contests and other tax sharing regarding U.S. federal, state, local and foreign income taxes, other tax matters and related tax returns. Park and HGV each continue to have several liability with Hilton to the Internal Revenue Service (“IRS”) for the consolidated U.S. federal income taxes of the Hilton consolidated group relating to the taxable periods in which Park and HGV were part of that group. The Tax Matters Agreement specifies the portion, if any, of this tax liability for which Park and HGV will bear responsibility, and each party has agreed to indemnify the other two against any amounts for which they are not responsible. The Tax Matters Agreement also provides special rules for allocating tax liabilities in the event that the spin-offs are not tax-free.
The Tax Matters Agreement also provides for certain covenants that may restrict Hilton, Park or HGV’s ability to issue equity and pursue strategic or other transactions that otherwise could maximize the value of their businesses for two years after the spin-offs. These restrictions are generally inapplicable in the event that the IRS has granted a favorable ruling to Hilton, Park or HGV or in the event that Hilton, Park or HGV has received an opinion from a tax advisor that it can take such actions without adversely affecting the tax-free status of the spin-offs and related transactions.
Transition Services Agreement
The Company entered into a Transition Services Agreement (the “TSA”) with Park and HGV under which Hilton or one of its affiliates will provide Park and HGV with certain services for a period of two years to help ensure an orderly transition following the Distribution. The services that Hilton agreed to provide under the TSA may include certain 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.
HGV License Agreement
The Company entered into a license agreement with HGV granting 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 will pay a royalty fee of five percent of gross revenues, as defined, to Hilton quarterly in arrears, as well as specified additional fees. HGV also will pay Hilton an annual transition fee of $5 million for each of the first five years of the term and certain other fees and reimbursements. Additionally, during the term of the license agreement, HGV will participate in Hilton’s guest loyalty program, Hilton Honors.
Tax Stockholders Agreement
The Company entered into a stockholders agreement with HGV and certain entities affiliated with Blackstone intended to preserve the tax-free status of the Distribution. The Tax Stockholders Agreement provides for certain covenants that may limit issuances or repurchases of Hilton or HGV stock in excess of specified percentages, dispositions of Hilton or HGV common stock by Blackstone, and transfers of interests in certain Blackstone entities that directly or indirectly own Hilton, Park or HGV common stock. Additionally, the Tax Stockholders Agreement, which has a term of two years, may limit issuances or repurchases of stock by Hilton in excess of specified percentages.
Management and Franchise Agreements
The Company entered into management and franchise agreements with Park, whereby Park will pay agreed upon fees for various services that Hilton will provide 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 agreements 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 that will be calculated in accordance with the applicable management agreement. Additionally, payroll and related costs, certain other operating costs, marketing expenses and other expenses associated with Hilton’s brands and shared services will be directly reimbursed to Hilton by Park pursuant to the terms of the management and franchise agreements.
Financial Information
During the three months ended March 31, 2017, we recognized $39 million of management and franchise fees for properties that were transferred to Park upon completion of the spin-offs and $20 million of license fees from 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 have 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 condensed consolidated balance sheet as of December 31, 2016:
| | | | | | | | (in millions) | | ASSETS | | | | | Current Assets: | | | | | Cash and cash equivalents | | $ | 341 | | Restricted cash and cash equivalents | | | 160 | | Accounts receivable, net of allowance for doubtful accounts | | | 250 | | Prepaid expenses | | | 48 | | Inventories | | | 527 | | Current portion of financing receivables, net | | | 136 | | Other | | | 16 | | | | | | | Total current assets of discontinued operations (variable interest entities - $92) | | | 1,478 | | | | | | | Intangibles and Other Assets: | | | | | Goodwill | | | 604 | | Management and franchise contracts, net | | | 56 | | Other intangible assets, net | | | 60 | | Property and equipment, net | | | 8,589 | | Deferred income tax assets | | | 35 | | Financing receivables, net | | | 895 | | Investments in affiliates | | | 81 | | Other | | | 27 | | | | | | | Total non-current 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 debt | | | 65 | | Current maturities of timeshare debt | | | 73 | | Income taxes payable | | | 4 | | | | | | | Total current liabilities of discontinued operations (variable interest entities - $81) | | | 774 | | Long-term debt | | | 3,437 | | Timeshare debt | | | 621 | | Deferred revenues | | | 22 | | Deferred income tax liabilities | | | 2,797 | | Other | | | 17 | | | | | | | 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 condensed consolidated statement of operations for the three months ended March 31, 2016:
| | | | | | | | (in millions) | | Revenues | | | | | Franchise fees | | $ | 10 | | Base and other management fees | | | 7 | | Owned and leased hotels | | | 648 | | Timeshare | | | 326 | | Other revenues | | | 3 | | Other revenues from managed and franchised properties | | | 30 | | | | | | | Total revenues from discontinued operations | | | 1,024 | | Expenses | | | | | Owned and leased hotels | | | 449 | | Timeshare | | | 217 | | Depreciation and amortization | | | 77 | | General and administrative | | | 10 | | Other expenses | | | 2 | | Other expenses from managed and franchised properties | | | 30 | | | | | | | Total expenses from discontinued operations | | | 785 | | | | Operating income from discontinued operations | | | 239 | | Interest expense | | | (49 | ) | Other non-operating income, net | | | 4 | | | | | | | Income from discontinued operations before income taxes | | | 194 | | Income tax expense | | | (75 | ) | | | | | | Income from discontinued operations, net of taxes | | | 119 | | Income from discontinued operations attributable to noncontrolling interests, net of taxes | | | (2 | ) | | | | | | Income from discontinued operations attributable to Hilton stockholders, net of taxes | | $ | 117 | | | | | | |
The following table presents selected financial information of Park and HGV that was included in our condensed consolidated statement of cash flows for the three months ended March 31, 2016:
| | | | | | | | (in millions) | | Non-cash items included in net income: | | | | | Depreciation and amortization | | $ | 77 | | Investing activities: | | | | | Capital expenditures for property and equipment | | $ | 68 | |
Note 4: Consolidated Variable Interest Entities
As of March 31, 2017 and December 31, 2016, we consolidated three variable interest entities (“VIEs”): two entities that lease hotel properties and one management company. We are the primary beneficiaries of these consolidated VIEs as we have 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 VIEs are only available to settle the obligations of the respective entities. Our condensed consolidated balance sheets included the assets and liabilities of these entities, which primarily comprised the following:
| | | | | | | | | | | | March 31,
2017 | | | December 31,
2016 | | | | | (in millions) | | Cash and cash equivalents | | $ | 55 | | | $ | 57 | | Accounts receivable, net | | | 14 | | | | 14 | | Property and equipment, net | | | 55 | | | | 52 | | Deferred income tax assets | | | 61 | | | | 58 | | Other non-current assets | | | 56 | | | | 53 | | Accounts payable, accrued expenses and other | | | 34 | | | | 33 | | Long-term debt | | | 222 | | | | 212 | |
During the three months ended March 31, 2017 and 2016, 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.
Note 5: Goodwill and Intangible Assets
Goodwill
Our goodwill balances, by reporting unit, were as follows:
| | | | | | | | | | | | | | | | Ownership(1) | | | Management
and Franchise(2) | | | Total | | | | | (in millions) | | Balance as of December 31, 2016 | | $ | 184 | | | $ | 5,034 | | | $ | 5,218 | | Spin-offs of Park and HGV | | | (91 | ) | | | — | | | | (91 | ) | Foreign currency translation | | | 2 | | | | 6 | | | | 8 | | | | | | | | | | | | | | | Balance as of March 31, 2017 | | $ | 95 | | | $ | 5,040 | | | $ | 5,135 | | | | | | | | | | | | | | |
(1) | Excludes goodwill of $2,706 million and accumulated impairment losses of $2,102 million that were attributable to Park and included in non-current assets of discontinued operations in the condensed consolidated balance sheet as of December 31, 2016. Total goodwill balances for the ownership reporting unit include the following gross carrying values and accumulated impairment losses for the periods presented: |
| | | | | | | | | | | | | | | | Gross Carrying
Value | | | Accumulated
Impairment
Losses | | | Net Carrying
Value | | | | | (in millions) | | Balance as of December 31, 2016 | | $ | 856 | | | $ | (672 | ) | | $ | 184 | | Spin-offs of Park and HGV | | | (423 | ) | | | 332 | | | | (91 | ) | Foreign currency translation | | | 2 | | | | — | | | | 2 | | | | | | | | | | | | | | | Balance as of March 31, 2017 | | $ | 435 | | | $ | (340 | ) | | $ | 95 | | | | | | | | | | | | | | |
(2) | There were no accumulated impairment losses for the management and franchise reporting unit as of March 31, 2017 and December 31, 2016. |
Intangible Assets
Intangible assets were as follows:
| | | | | | | | | | | | | | | | March 31, 2017 | | | | | Gross
Carrying
Value | | | Accumulated
Amortization | | | Net Carrying
Value | | | | | (in millions) | | Amortizing Intangible Assets: | | | | | | | | | | | | | Management and franchise contracts: | | | | | | | | | | | | | Management and franchise contracts recorded at Merger(1) | | $ | 2,225 | | | $ | (1,578 | ) | | $ | 647 | | Contract acquisition costs and other | | | 354 | | | | (71 | ) | | | 283 | | | | | | | | | | | | | | | | | $ | 2,579 | | | $ | (1,649 | ) | | $ | 930 | | | | | | | | | | | | | | | Other intangible assets: | | | | | | | | | | | | | Leases(1) | | $ | 279 | | | $ | (132 | ) | | $ | 147 | | Capitalized software | | | 519 | | | | (380 | ) | | | 139 | | Hilton Honors(1) | | | 336 | | | | (198 | ) | | | 138 | | Other | | | 38 | | | | (31 | ) | | | 7 | | | | | | | | | | | | | | | | | $ | 1,172 | | | $ | (741 | ) | | $ | 431 | | | | | | | | | | | | | | | Non-amortizing Intangible Assets: | | | | | | | | | | | | | Brands(1) | | $ | 4,856 | | | $ | — | | | $ | 4,856 | |
(1) | Represents intangible assets that were initially recorded at their fair value as part of the October 24, 2007 transaction whereby we became a wholly owned subsidiary of an affiliate of Blackstone (the “Merger”). |
| | | | | | | | | | | | | | | | December 31, 2016 | | | | | Gross
Carrying
Value | | | Accumulated
Amortization | | | Net Carrying
Value | | | | | (in millions) | | Amortizing Intangible Assets: | | | | | | | | | | | | | Management and franchise contracts: | | | | | | | | | | | | | Management and franchise contracts recorded at Merger(1) | | $ | 2,221 | | | $ | (1,534 | ) | | $ | 687 | | Contract acquisition costs and other | | | 343 | | | | (67 | ) | | | 276 | | | | | | | | | | | | | | | | | $ | 2,564 | | | $ | (1,601 | ) | | $ | 963 | | | | | | | | | | | | | | | Other intangible assets: | | | | | | | | | | | | | Leases(1) | | $ | 276 | | | $ | (126 | ) | | $ | 150 | | Capitalized software | | | 510 | | | | (362 | ) | | | 148 | | Hilton Honors(1) | | | 335 | | | | (192 | ) | | | 143 | | Other | | | 37 | | | | (31 | ) | | | 6 | | | | | | | | | | | | | | | | | $ | 1,158 | | | $ | (711 | ) | | $ | 447 | | | | | | | | | | | | | | | Non-amortizing Intangible Assets: | | | | | | | | | | | | | Brands(1) | | $ | 4,848 | | | $ | — | | | $ | 4,848 | |
(1) | Represents intangible assets that were initially recorded at their fair value as part of the Merger. |
We recorded amortization expense of $74 million and $78 million for the three months ended March 31, 2017 and 2016, respectively, including $17 million and $22 million, respectively, of amortization expense on
capitalized software. Changes to our brands intangible asset during the three months ended March 31, 2017 were due to foreign currency translations.
We estimate our future amortization expense for our amortizing intangible assets as of March 31, 2017 to be as follows:
| | | | | | Year | | (in millions) | | 2017(remaining) | | $ | 211 | | 2018 | | | 267 | | 2019 | | | 248 | | 2020 | | | 201 | | 2021 | | | 71 | | Thereafter | | | 363 | | | | | | | | | $ | 1,361 | | | | | | |
Note 6: Debt
Long-term Debt
Long-term debt balances, including obligations for capital leases, and associated interest rates as of March 31, 2017, were as follows:
| | | | | | | | | | | | March 31,
2017 | | | December 31,
2016 | | | | | (in millions) | | Senior notes due 2021 | | $ | — | | | $ | 1,500 | | Senior notes with a rate of 4.250%, due 2024 | | | 1,000 | | | | 1,000 | | Senior notes with a rate of 4.625%, due 2025 | | | 900 | | | | — | | Senior notes with a rate of 4.875%, due 2027 | | | 600 | | | | — | | Senior secured term loan facility due 2020 | | | — | | | | 750 | | Senior secured term loan facility with a rate of 2.98%, due 2023 | | | 3,959 | | | | 3,209 | | Capital lease obligations with an average rate of 6.34%, due 2021 to 2030 | | | 237 | | | | 227 | | Other debt with an average rate of 2.65%, due 2018 to 2026 | | | 22 | | | | 20 | | | | | | | | | | | | | | 6,718 | | | | 6,706 | | Less: unamortized deferred financing costs and discount | | | (89 | ) | | | (90 | ) | Less: current maturities of long-term debt(1) | | | (41 | ) | | | (33 | ) | | | | | | | | | | | | $ | 6,588 | | | $ | 6,583 | | | | | | | | | | |
(1) | Net of unamortized deferred financing costs and discount attributable to current maturities of long-term debt. |
Senior Notes
In March 2017, we issued $900 million aggregate principal amount of 4.625% Senior Notes due 2025 (the “2025 Senior Notes”) and $600 million aggregate principal amount of 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 in October 2017. The 2025 Senior Notes and the 2027 Senior Notes are guaranteed on a senior unsecured basis by us and certain of our wholly owned subsidiaries. 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% Senior Notes due 2021 (the “2021 Senior Notes”), plus accrued and unpaid interest. In connection with the repayment, we paid a redemption premium of $42 million and accelerated the recognition of $18 million of unamortized debt issuance costs, which were included in loss on debt extinguishment in our condensed consolidated statement of operations.
Senior Secured Credit Facility
Our senior secured credit facility consists of a $1.0 billion senior secured revolving credit facility (the “Revolving Credit Facility”) and a senior secured term loan facility (the “Term Loans”). In March 2017, we amended the Term Loans pursuant to which $750 million of outstanding Term Loans due in 2020 were extended, aligning their maturity with the $3,209 million tranche of Term Loans due 2023. Additionally, the entire balance of the Term Loans was repriced with an interest rate of LIBOR plus 200 basis points. In connection with the refinancing of the Term Loans, we incurred $3 million of debt issuance costs, which were included in other non-operating income, net, in our condensed consolidated statement of operations. As of March 31, 2017, we had $23 million of letters of credit outstanding under our Revolving Credit Facility and a borrowing capacity of $977 million.
Debt Maturities
The contractual maturities of our long-term debt as of March 31, 2017 were as follows:
| | | | | | Year | | (in millions) | | 2017(remaining) | | $ | 36 | | 2018 | | | 59 | | 2019 | | | 55 | | 2020 | | | 56 | | 2021 | | | 57 | | Thereafter | | | 6,455 | | | | | | | | | $ | 6,718 | | | | | | |
Note 7: Derivative Instruments and Hedging Activities
During the three months ended March 31, 2017 and 2016, derivatives were used to hedge the interest rate risk associated with variable-rate debt, as well as foreign exchange risk associated with certain foreign currency denominated cash balances.
Cash Flow Hedges
During the three months ended March 31, 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
During the year ended December 31, 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. These interest 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 during the three months ended March 31, 2017.
As of March 31, 2017, we held 63 short-term foreign exchange forward contracts with an aggregate notional amount of $255 million to offset exposure to fluctuations in our foreign currency denominated cash balances. We elected not to designate these foreign exchange forward contracts as hedging instruments.
Fair Value of Derivative Instruments
The fair values of our derivative instruments in our condensed consolidated balance sheets were as follows:
| | | | | | | | | | | | | | | | March 31,
2017 | | | December 31,
2016 | | | | | Balance Sheet Classification | | | | | | | | (in millions) | | Cash Flow Hedges: | | | | | | | | | | | Interest rate swaps | | Other liabilities | | $ | 7 | | | | N/A | | | | | | Non-designated Hedges: | | | | | | | | | | | Interest rate swaps | | Other liabilities | | | — | | | $ | 12 | | Forward contracts | | Other current assets | | | 1 | | | | 3 | | Forward contracts | | Accounts payable, accrued expenses and other | | | 1 | | | | 4 | |
Earnings Effect of Derivative Instruments
The gains and losses recognized in our condensed consolidated statements of operations and condensed consolidated statements of comprehensive income before any effect for income taxes were as follows:
| | | | | | | | | | | | | | | | Three Months Ended
March 31, | | | | | | | | | | Classification of Gain (Loss) Recognized | | 2017 | | | 2016 | | | | | | | (in millions) | | Cash Flow Hedges: | | | | | | | | | | | Interest rate swaps(1) | | Other comprehensive income | | $ | (7 | ) | | $ | (10 | ) | | | | | Non-designated Hedges: | | | | | | | | | | | Interest rate swaps | | Othernon-operating income, net | | | 2 | | | | N/A | | Interest rate swaps(2) | | Interest expense | | | 3 | | | | N/A | | Forward contracts | | Loss on foreign currency transactions | | | 1 | | | | 1 | |
(1) | There were no amounts recognized in earnings related to hedge ineffectiveness or amounts excluded from hedge effectiveness testing during the three months ended March 31, 2017 and 2016. |
(2) | This amount is related to the dedesignation of the 2013 Interest Rate Swaps as cash flow hedges and was reclassified from accumulated other comprehensive loss as the underlying transactions occurred. |
Note 8: Fair Value Measurements
We did not elect the fair value measurement option for any of our financial assets or liabilities. The fair value of certain financial instruments and the hierarchy level we used to estimate fair values are shown below:
| | | | | | | | | | | | | | | | | | | | March 31, 2017 | | | | | | | | Hierarchy Level | | | | | Carrying
Value | | | Level 1 | | | Level 2 | | | Level 3 | | | | | (in millions) | | Assets: | | | | | | | | | Cash equivalents | | $ | 580 | | | $ | — | | | $ | 580 | | | $ | — | | Restricted cash equivalents | | | 12 | | | | — | | | | 12 | | | | — | | Liabilities: | | | | | | | | | Long-term debt(1) | | | 6,370 | | | | 2,512 | | | | — | | | | 3,996 | | Interest rate swaps | | | 7 | | | | — | | | | 7 | | | | — | |
| | | | | | | | | | | | | | | | | | | | December 31, 2016 | | | | | | | | Hierarchy Level | | | | | Carrying
Value | | | Level 1 | | | Level 2 | | | Level 3 | | | | | (in millions) | | Assets: | | | | | | | | | Cash equivalents | | $ | 782 | | | $ | — | | | $ | 782 | | | $ | — | | Restricted cash equivalents | | | 11 | | | | — | | | | 11 | | | | — | | Liabilities: | | | | | | | | | Long-term debt(1) | | | 6,369 | | | | 2,516 | | | | — | | | | 4,006 | | Interest rate swaps | | | 12 | | | | — | | | | 12 | | | | — | |
(1) | Carrying value includes unamortized deferred financing costs and discount. The carrying values and fair values exclude capital lease obligations and other debt. |
The fair values of financial instruments not included in this table are estimated to be equal to their carrying values as of March 31, 2017 and December 31, 2016. 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 equivalents 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 information of similar financial instruments.
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.
We measure our interest rate swaps at fair value, which were estimated using an income approach. The primary inputs into our fair value estimate include interest rates and yield curves based on observable market inputs of similar instruments.
Note 9: Income Taxes
At the end of each quarter we estimate the effective income tax rate expected to be applied for the full year. The effective income tax rate is determined by the level and composition of pre-tax income or loss, which is subject to federal, foreign, state and local income taxes.
Our total unrecognized tax benefits as of March 31, 2017 were $174 million. We accrued approximately $33 million for the payment of interest and penalties as of March 31, 2017. As a result of the expected resolution of examination issues with federal, state and foreign tax authorities, we believe it is reasonably possible that during the next 12 months the amount of unrecognized tax benefits will decrease up to $8 million. Included in the balance of unrecognized tax benefits as of March 31, 2017 was $173 million 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 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, filed a formal appeals protest with the IRS and did not make any tax payments related to this audit. 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 U.S. dollar (“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, in 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 the proposed adjustments for tax years December 2007 through 2010, which reflect the carryover effect of the three protested issues from 2006 through October 2007. These proposed adjustments will also be protested in appeals and formal appeals protests have been submitted. In total, the proposed adjustments sought by the IRS would result in additional U.S. federal tax owed of approximately $874 million, excluding interest and penalties and potential state income taxes. The portion of this amount related to our Hilton Honors guest loyalty program 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, we have recorded $46 million of unrecognized tax benefits related to these issues.
We file income tax returns, including returns for our subsidiaries, with federal, state and foreign 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 state, local, federal 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 March 31, 2017, we remain subject to federal examinations from 2005-2015, state examinations from 2003-2015 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 10: Share-Based Compensation
We issue time-vesting restricted stock units and restricted stock (“RSUs”), nonqualified stock options (“options”), performance-vesting restricted stock units and restricted stock (collectively, “performance shares”) and deferred share units (“DSUs”). We recognized share-based compensation expense of $25 million and $16 million during the three months ended March 31, 2017 and 2016, respectively, which included amounts reimbursed by hotel owners. As of March 31, 2017, unrecognized compensation costs for unvested awards was approximately $171 million, which is expected to be recognized over a weighted-average period of 2.4 years on a straight-line basis. As of March 31, 2017, there were 29,922,923 shares of common stock available for future issuance.
All share and share-related information have been adjusted to reflect the Reverse Stock Split. See Note 1: “Organization and Basis of Presentation” 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 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 and resulted in no incremental 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 summarizes the activity of our RSUs during the three months ended March 31, 2017:
| | | | | | | | | | | | Number of
Shares | | | Weighted
Average Grant
Date Fair Value
per Share | | Outstanding as of December 31, 2016 | | | 1,624,541 | | | $ | 65.24 | | Conversion from performance shares upon completion of the spin-offs(1) | | | 671,604 | | | | 72.42 | | Effect of the spin-offs | | | 439,113 | | | | 57.60 | | Granted | | | 1,313,783 | | | | 58.02 | | Vested | | | (876,145 | ) | | | 47.19 | | Forfeited | | | (47,971 | ) | | | 47.97 | | | | | | | | | | | Outstanding as of March 31, 2017(2) | | | 3,124,925 | | | | 52.01 | | | | | | | | | | |
(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. |
The RSUs granted during the three months ended March 31, 2017 generally vest in equal annual installments over two or three years from the date of grant.
Options
The following table summarizes the activity of our options during the three months ended March 31, 2017:
| | | | | | | | | | | | Number of
Options | | | Weighted
Average Exercise
Price per Share | | Outstanding as of December 31, 2016 | | | 1,076,031 | | | $ | 66.83 | | Effect of the spin-offs | | | 251,145 | | | | 57.60 | | Granted | | | 710,967 | | | | 58.02 | | Exercised | | | (10,681 | ) | | | 45.35 | | Forfeited, canceled or expired | | | (2,146 | ) | | | 57.99 | | | | | | | | | | | Outstanding as of March 31, 2017(1) | | | 2,025,316 | | | | 50.89 | | | | | | | | | | | Exercisable as of March 31, 2017(1) | | | 793,005 | | | | 48.23 | | | | | | | | | | |
(1) | The weighted average exercise price was adjusted to reflect the Conversion Factor. |
The options granted during 2017 vest over three years from the date of grant and terminate 10 years from the date of grant or earlier if the individual’s service terminates under certain circumstances.
The grant date fair value of the options granted during the three months ended March 31, 2017 was $13.86, which was determined using the Black-Scholes-Merton option-pricing model with the following assumptions:
| | | | | Expected volatility(1)
| | | 24.00 | % | Dividend yield(2)
| | | 1.03 | % | Risk-free rate(3)
| | | 2.03 | % | Expected term (in years)(4)
| | | 6.0 | |
(1) | Due to limited trading history for our common stock, we did not have sufficient information available on which to base a reasonable and supportable estimate of the expected volatility of our share price. As a result, we used an average historical volatility of our peer group over a time period consistent with our expected term assumption. Our peer group was determined based upon companies in our industry with similar business models and is consistent with those used to benchmark our executive compensation. |
(2) | Estimated based on the expected annualized dividend payment at the date of grant. |
(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. |
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 earnings before interest expense, income taxes and depreciation and amortization (“EBITDA”) compound annual growth rate (“CAGR”) (“EBITDA CAGR”). 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, and as of March 31, 2017, there were no outstanding performance shares based on relative shareholder return.
During the three months ended March 31, 2017, we issued performance shares with 50 percent of the shares subject to achievement based on the Company’s free cash flow (“FCF”) per share CAGR (“FCF CAGR”) and the other 50 percent of the shares subject to achievement based on the Company’s EBITDA 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 March 31, 2017, we recognized compensation expense based on the anticipated achievement percentage of 100 percent.
The following table summarizes the activity of our performance shares during the three months ended March 31, 2017:
| | | | | | | | | | | | | | | | | | | | 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, 2016 | | | 335,802 | | | $ | 68.09 | | | | — | | | | N/A | | Conversion to RSUs upon completion of the spin-offs | | | (335,802 | ) | | | 68.09 | | | | — | | | | N/A | | Granted | | | 169,843 | | | | 58.02 | | | | 169,812 | | | $ | 58.02 | | | | | | | | | | | | | | | | | | | Outstanding as of March 31, 2017 | | | 169,843 | | | | 58.02 | | | | 169,812 | | | | 58.02 | | | | | | | | | | | | | | | | | | |
Note 11: Stockholders’ Equity and Accumulated Other Comprehensive Loss
The changes in the components of stockholders’ equity were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Equity Attributable to Hilton Stockholders | | | | | Common Stock(1) | | | Treasury
Stock | | | Additional
Paid-in
Capital(1) | | | Accumulated
Deficit | | | Accumulated
Other
Comprehensive
Loss | | | Noncontrolling
Interests(2) | | | Total | | | | | Shares | | | Amount | | | | | | | | | | | (in millions) | | Balance as of December 31, 2016 | | | 329 | | | $ | 3 | | | $ | — | | | $ | 10,220 | | | $ | (3,323 | ) | | $ | (1,001 | ) | | $ | (50 | ) | | $ | 5,849 | | Share-based compensation | | | 2 | | | | — | | | | — | | | | (7 | ) | | | — | | | | — | | | | — | | | | (7 | ) | Repurchases of common stock | | | (1 | ) | | | — | | | | (70 | ) | | | — | | | | — | | | | — | | | | — | | | | (70 | ) | Net income | | | — | | | | — | | | | — | | | | — | | | | 74 | | | | — | | | | 1 | | | | 75 | | Other comprehensive income (loss) | | | — | | | | — | | | | — | | | | — | | | | — | | | | 20 | | | | (1 | ) | | | 19 | | Dividends | | | — | | | | — | | | | — | | | | — | | | | (50 | ) | | | — | | | | — | | | | (50 | ) | Spin-offs of Park and HGV | | | — | | | | — | | | | — | | | | — | | | | (4,331 | ) | | | 63 | | | | 49 | | | | (4,219 | ) | Cumulative effect of the adoption of ASU 2016-09 | | | — | | | | — | | | | — | | | | 1 | | | | (1 | ) | | | — | | | | — | | | | — | | Distributions | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (1 | ) | | | (1 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Balance as of March 31, 2017 | | | 330 | | | $ | 3 | | | $ | (70 | ) | | $ | 10,214 | | | $ | (7,631 | ) | | $ | (918 | ) | | $ | (2 | ) | | $ | 1,596 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Equity Attributable to Hilton Stockholders | | | | | Common Stock(1) | | | Additional
Paid-in
Capital(1) | | | Accumulated
Deficit | | | Accumulated
Other
Comprehensive
Loss | | | Noncontrolling
Interests(2) | | | Total | | | | | Shares | | | Amount | | | | | | | | | | (in millions) | | Balance as of December 31, 2015 | | | 329 | | | $ | 3 | | | $ | 10,158 | | | $ | (3,392 | ) | | $ | (784 | ) | | $ | (34 | ) | | $ | 5,951 | | Share-based compensation | | | — | | | | — | | | | 2 | | | | — | | | | — | | | | — | | | | 2 | | Net income | | | — | | | | — | | | | — | | | | 309 | | | | — | | | | 1 | | | | 310 | | Other comprehensive income (loss) | | | — | | | | — | | | | — | | | | — | | | | 10 | | | | (2 | ) | | | 8 | | Dividends | | | — | | | | — | | | | — | | | | (69 | ) | | | — | | | | — | | | | (69 | ) | Cumulative effect of the adoption of ASU 2015-02 | | | — | | | | — | | | | — | | | | — | | | | — | | | | 5 | | | | 5 | | Distributions | | | — | | | | — | | | | — | | | | — | | | | — | | | | (2 | ) | | | (2 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Balance as of March 31, 2016 | | | 329 | | | $ | 3 | | | $ | 10,160 | | | $ | (3,152 | ) | | $ | (774 | ) | | $ | (32 | ) | | $ | 6,205 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(1) | Adjusted to reflect the Reverse Stock Split. See Note 1: “Organization and Basis of Presentation” for additional information. |
(2) | Other comprehensive loss attributable to non-controlling interests was related to a currency translation adjustment. |
In February 2017, our board of directors authorized a stock repurchase program of up to $1.0 billion of the Company’s common stock. During the three months ended March 31, 2017, we repurchased 1,213,415 shares of common stock under the program at an average cost of $57.67 per share for an aggregate purchase price of $70 million. As of March 31, 2017, $930 million remained available for share repurchases under the program.
The changes in the components of accumulated other comprehensive loss, net of taxes, were as follows:
| | | | | | | | | | | | | | | | | | | | Currency
Translation
Adjustment(1) | | | Pension
Liability
Adjustment(2) | | | Cash Flow
Hedge
Adjustment(3) | | | Total | | | | | (in millions) | | Balance as of December 31, 2016 | | $ | (738 | ) | | $ | (251 | ) | | $ | (12 | ) | | $ | (1,001 | ) | Other comprehensive income (loss) before reclassifications | | | 21 | | | | (1 | ) | | | (4 | ) | | | 16 | | Amounts reclassified from accumulated other comprehensive loss | | | — | | | | 2 | | | | 2 | | | | 4 | | | | | | | | | | | | | | | | | | | Net current period other comprehensive income (loss) | | | 21 | | | | 1 | | | | (2 | ) | | | 20 | | | | | | | | | | | | | | | | | | | Spin-offs of Park and HGV | | | 63 | | | | — | | | | — | | | | 63 | | | | | | | | | | | | | | | | | | | Balance as of March 31, 2017 | | $ | (654 | ) | | $ | (250 | ) | | $ | (14 | ) | | $ | (918 | ) | | | | | | | | | | | | | | | | | |
(1) | Includes net investment hedges and intra-entity foreign currency transactions that are of a long-term investment nature. |
(2) | Amounts reclassified include the amortization of prior service cost and net loss that were included in our computation of net periodic pension cost. They were recognized in general and administrative expenses, net of a $1 million tax benefit, in our condensed consolidated statement of operations. |
(3) | Amounts reclassified related to the 2013 Interest Rate Swaps and were recognized in interest expense, net of a $1 million tax benefit, in our condensed consolidated statement of operations. |
| | | | | | | | | | | | | | | | | | | | Currency
Translation
Adjustment(1) | | | Pension
Liability
Adjustment(2) | | | Cash Flow
Hedge
Adjustment | | | Total | | | | | (in millions) | | Balance as of December 31, 2015 | | $ | (580 | ) | | $ | (194 | ) | | $ | (10 | ) | | $ | (784 | ) | Other comprehensive income (loss) before reclassifications | | | 15 | | | | — | | | | (6 | ) | | | 9 | | Amounts reclassified from accumulated other comprehensive loss | | | — | | | | 1 | | | | — | | | | 1 | | | | | | | | | | | | | | | | | | | Net current period other comprehensive income (loss) | | | 15 | | | | 1 | | | | (6 | ) | | | 10 | | | | | | | | | | | | | | | | | | | Balance as of March 31, 2016 | | $ | (565 | ) | | $ | (193 | ) | | $ | (16 | ) | | $ | (774 | ) | | | | | | | | | | | | | | | | | |
(1) | Includes net investment hedges and intra-entity foreign currency transactions that are of a long-term investment nature. |
(2) | Amounts reclassified were recognized in general and administrative expenses, net of a $1 million tax benefit, in our condensed consolidated statement of operations. |
Note 12: Earnings Per Share
The following table presents the calculation of basic and diluted earnings per share (“EPS”). All share and per share amounts have been adjusted to reflect the Reverse Stock Split. See Note 1: “Organization and Basis of Presentation” for additional information.
| | | | | | | | | | | | Three Months Ended
March 31, | | | | | 2017 | | | 2016 | | | | | (in millions,
except per share
amounts) | | Basic EPS: | | | | | | | | | Numerator: | | | | | | | | | Net income from continuing operations attributable to Hilton stockholders | | $ | 74 | | | $ | 192 | | Denominator: | | | | | | | | | Weighted average shares outstanding | | | 330 | | | | 329 | | | | | | | | | | | Basic EPS | | $ | 0.22 | | | $ | 0.58 | | | | | | | | | | | | | | Diluted EPS: | | | | | | | | | Numerator: | | | | | | | | | Net income from continuing operations attributable to Hilton stockholders | | $ | 74 | | | $ | 192 | | Denominator: | | | | | | | | | Weighted average shares outstanding | | | 331 | | | | 330 | | | | | | | | | | | Diluted EPS | | $ | 0.22 | | | $ | 0.58 | | | | | | | | | | |
Approximately 1 million share-based compensation awards were excluded from the weighted average shares outstanding used in the computation of diluted EPS for the three months ended March 31, 2017 and 2016 because their effect would have been anti-dilutive under the treasury stock method.
Note 13: Business Segments
We are a diversified hospitality company with operations organized in two distinct operating segments, following the spin-offs: (i) management and franchise; and (ii) ownership. Each segment 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 March 31, 2017, this segment included 624 managed hotels and 4,236 franchised hotels totaling 4,860 hotels consisting of 781,978 rooms, within this total are the 67 hotels with 35,425 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. This segment also earns fees for managing properties in our ownership segment and, effective upon completion of the spin-offs, a license fee from HGV for the exclusive right to use certain Hilton marks and intellectual property in its timeshare business.
As of March 31, 2017, the ownership segment included 74 properties totaling 22,278 rooms, comprising 65 hotels that we wholly owned or leased, one hotel owned by a consolidated non-wholly owned entity, two hotels leased by consolidated VIEs and six hotels owned or leased by unconsolidated affiliates.
Prior to the spin-offs, the performance of our operating segments was evaluated primarily on Adjusted EBITDA. Following the spin-offs, the performance of our operating segments is evaluated primarily on operating
income, without allocating corporate and other revenues and expenses or indirect general and administrative expenses, as we have simplified our operating segments and certain adjustments included in Adjusted EBITDA on a segment basis are no longer applicable.
The following table presents revenues for our reportable segments, reconciled to consolidated amounts:
| | | | | | | | | | | | Three Months Ended
March 31, | | | | | 2017 | | | 2016 | | | | | (in millions) | | Management and franchise(1) | | $ | 436 | | | $ | 357 | | Ownership | | | 300 | | | | 319 | | | | | | | | | | | Segment revenues | | | 736 | | | | 676 | | Other revenues | | | 37 | | | | 17 | | Other revenues from managed and franchised properties | | | 1,395 | | | | 1,041 | | Intersegment fees elimination(1) | | | (7 | ) | | | (8 | ) | | | | | | | | | | Total revenues | | $ | 2,161 | | | $ | 1,726 | | | | | | | | | | |
(1) | Includes management, royalty and intellectual property fees charged to our ownership segment, which were eliminated in our condensed consolidated financial statements. |
The following table presents operating income for our reportable segments, reconciled to consolidated income from continuing operations before income taxes:
| | | | | | | | | | | | Three Months Ended
March 31, | | | | | 2017 | | | 2016 | | | | | (in millions) | | Management and franchise(1) | | $ | 436 | | | $ | 357 | | Ownership(1) | | | 21 | | | | 4 | | | | | | | | | | | Segment operating income | | | 457 | | | | 361 | | Other revenues, less other expenses | | | 14 | | | | (1 | ) | Depreciation and amortization | | | (89 | ) | | | (92 | ) | Impairment loss | | | — | | | | (15 | ) | General and administrative | | | (105 | ) | | | (83 | ) | | | | | | | | | | Operating income | | | 277 | | | | 170 | | Interest expense | | | (104 | ) | | | (90 | ) | Loss on foreign currency transactions | | | (4 | ) | | | (12 | ) | Loss on debt extinguishment | | | (60 | ) | | | — | | Other non-operating income, net | | | 1 | | | | 2 | | | | | | | | | | | Income from continuing operations before income taxes | | $ | 110 | | | $ | 70 | | | | | | | | | | |
(1) | Includes management, royalty and intellectual property fees charged to our ownership segment by our management and franchise segment, which were eliminated in our condensed consolidated financial statements. |
The following table presents total assets for our reportable segments, reconciled to consolidated assets of continuing operations:
| | | | | | | | | | | | March 31, | | | December 31, | | | | | 2017 | | | 2016 | | | | | (in millions) | | Management and franchise | | $ | 10,806 | | | $ | 10,825 | | Ownership | | | 945 | | | | 1,032 | | Corporate and other | | | 2,536 | | | | 2,529 | | | | | | | | | | | | | $ | 14,287 | | | $ | 14,386 | | | | | | | | | | |
The following table presents capital expenditures for property and equipment for our reportable segments, reconciled to consolidated capital expenditures of continuing operations:
| | | | | | | | | | | | Three Months Ended
March 31, | | | | | 2017 | | | 2016 | | | | | (in millions) | | Ownership | | $ | 6 | | | $ | 13 | | Corporate and other | | | 3 | | | | 3 | | | | | | | | | | | | | $ | 9 | | | $ | 16 | | | | | | | | | | |
Note 14: Commitments and Contingencies
As of March 31, 2017, we had an outstanding guarantee of $5 million, with a remaining term of six years, for debt of a third party. We have one letter of credit for $5 million that has been pledged as collateral for the guarantee. Although we believe it is unlikely that material payments will be required under the guarantee or letter of credit, there can be no assurance that this will be the case.
We have also provided 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 performance levels are not achieved. However, in limited cases, we are obligated to fund performance shortfalls. As of March 31, 2017, we had seven contracts containing performance guarantees, with expirations ranging from 2019 to 2030, and possible cash outlays totaling approximately $70 million. Our obligations under these guarantees in future periods are dependent on the operating performance levels of these hotels over the remaining terms of the performance guarantees. We do not have any letters of credit pledged as collateral against these guarantees. As of March 31, 2017 and December 31, 2016, we recorded approximately $12 million and $11 million, respectively, in accounts payable, accrued expenses and other and approximately $15 million and $17 million, respectively, in other liabilities in our condensed consolidated balance sheets for two outstanding performance guarantees that are related to VIEs for which we are not the primary beneficiary.
We have entered into an agreement with an affiliate of the owner of a hotel whereby we have agreed to provide a $60 million junior mezzanine loan to finance the construction of a new hotel that we will manage. The junior mezzanine loan is subordinated to a senior mortgage loan and senior mezzanine loan provided by third parties unaffiliated with us and will be funded on a pro rata basis with these loans as the construction costs are incurred. During each of the three months ended March 31, 2017 and 2016, we funded $8 million of this commitment, and we currently expect to fund our remaining commitment of $1 million in 2017.
We are involved in litigation arising in the normal course of business, some of which includes 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 March 31, 2017 will not have a material effect on our consolidated results of operations, financial position or cash flows.
Note 15: Condensed Consolidating Guarantor Financial Information
In October 2013, Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. (the “HWF Issuers”), entities that are 100 percent owned by Hilton Worldwide Parent LLC (“HWP”), which is 100 percent owned by the Parent, issued the 2021 Senior Notes. In September 2016, Hilton Domestic Operating Company Inc. (“HOC”), an entity incorporated in July 2016 that is 100 percent owned by Hilton Worldwide Finance LLC, assumed the 2024 Senior Notes that were issued in August 2016 by escrow issuers and is a guarantor of the 2021 Senior Notes, 2025 Senior Notes and 2027 Senior Notes. In March 2017, the HWF Issuers, which are guarantors of the 2024 Seniors Notes, issued the 2025 Senior Notes and 2027 Senior Notes, and we used 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 the Senior Notes and are all guaranteed by HWP. 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 the Parent and certain of the Parent’s 100 percent 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 the Senior Secured Credit Facility will guarantee the Senior Notes. As of March 31, 2017, none of our foreign subsidiaries or U.S. subsidiaries owned by foreign subsidiaries or conducting foreign operations or our non-wholly owned subsidiaries guarantee 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.
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 March 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 the Senior Secured Credit Facility; (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.
The following schedules present the condensed consolidating financial information as of March 31, 2017 and December 31, 2016, and for the three months ended March 31, 2017 and 2016, for the Parent, HWF Issuers, HOC, Guarantors and Non-Guarantors.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | March 31, 2017 | | | | Parent | | | HWF
Issuers | | | HOC | | | Guarantors | | | Non-
Guarantors | | | Eliminations | | | Total | | | | | (in millions) | | ASSETS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Current Assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Cash and cash equivalents | | $ | — | | | $ | — | | | $ | 3 | | | $ | 11 | | | $ | 848 | | | $ | — | | | $ | 862 | | Restricted cash and cash equivalents | | | — | | | | — | | | | 87 | | | | 10 | | | | 27 | | | | — | | | | 124 | | Accounts receivable, net | | | — | | | | — | | | | 11 | | | | 644 | | | | 256 | | | | — | | | | 911 | | Intercompany receivables | | | — | | | | — | | | | — | | | | — | | | | 40 | | | | (40 | ) | | | — | | Prepaid expenses | | | — | | | | — | | | | 8 | | | | 48 | | | | 74 | | | | (1 | ) | | | 129 | | Other | | | — | | | | — | | | | 1 | | | | 5 | | | | 37 | | | | — | | | | 43 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total current assets | | | — | | | | — | | | | 110 | | | | 718 | | | | 1,282 | | | | (41 | ) | | | 2,069 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Intangibles and Other Assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Investments in subsidiaries | | | 1,588 | | | | 6,975 | | | | 8,127 | | | | 1,588 | | | | — | | | | (18,278 | ) | | | — | | Goodwill | | | — | | | | — | | | | — | | | | 3,824 | | | | 1,311 | | | | — | | | | 5,135 | | Brands | | | — | | | | — | | | | — | | | | 4,405 | | | | 451 | | | | — | | | | 4,856 | | Management and franchise contracts, net | | | — | | | | — | | | | — | | | | 683 | | | | 247 | | | | — | | | | 930 | | Other intangible assets, net | | | — | | | | — | | | | 1 | | | | 282 | | | | 148 | | | | — | | | | 431 | | Property and equipment, net | | | — | | | | — | | | | 11 | | | | 61 | | | | 269 | | | | — | | | | 341 | | Deferred income tax assets | | | 10 | | | | 4 | | | | 174 | | | | — | | | | 82 | | | | (188 | ) | | | 82 | | Other | | | — | | | | 11 | | | | 31 | | | | 235 | | | | 166 | | | | — | | | | 443 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total intangibles and other assets | | | 1,598 | | | | 6,990 | | | | 8,344 | | | | 11,078 | | | | 2,674 | | | | (18,466 | ) | | | 12,218 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | TOTAL ASSETS | | $ | 1,598 | | | $ | 6,990 | | | $ | 8,454 | | | $ | 11,796 | | | $ | 3,956 | | | $ | (18,507 | ) | | $ | 14,287 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | LIABILITIES AND EQUITY | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Current Liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Accounts payable, accrued expenses and other | | $ | — | | | $ | 6 | | | $ | 176 | | | $ | 1,195 | | | $ | 422 | | | $ | (1 | ) | | $ | 1,798 | | Intercompany payables | | | — | | | | — | | | | 40 | | | | — | | | | — | | | | (40 | ) | | | — | | Current maturities of long-term debt | | | — | | | | 32 | | | | — | | | | — | | | | 9 | | | | — | | | | 41 | | Income taxes payable | | | — | | | | — | | | | — | | | | 49 | | | | 79 | | | | — | | | | 128 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total current liabilities | | | — | | | | 38 | | | | 216 | | | | 1,244 | | | | 510 | | | | (41 | ) | | | 1,967 | | Long-term debt | | | — | | | | 5,357 | | | | 982 | | | | — | | | | 249 | | | | — | | | | 6,588 | | Deferred revenues | | | — | | | | — | | | | — | | | | 22 | | | | — | | | | — | | | | 22 | | Deferred income tax liabilities | | | — | | | | — | | | | — | | | | 1,884 | | | | 27 | | | | (188 | ) | | | 1,723 | | Liability for guest loyalty program | | | — | | | | — | | | | — | | | | 898 | | | | — | | | | — | | | | 898 | | Other | | | — | | | | 7 | | | | 281 | | | | 499 | | | | 706 | | | | — | | | | 1,493 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total liabilities | | | — | | | | 5,402 | | | | 1,479 | | | | 4,547 | | | | 1,492 | | | | (229 | ) | | | 12,691 | | Equity: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total Hilton stockholders’ equity | | | 1,598 | | | | 1,588 | | | | 6,975 | | | | 7,249 | | | | 2,466 | | | | (18,278 | ) | | | 1,598 | | Noncontrolling interests | | | — | | | | — | | | | — | | | | — | | | | (2 | ) | | | — | | | | (2 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total equity | | | 1,598 | | | | 1,588 | | | | 6,975 | | | | 7,249 | | | | 2,464 | | | | (18,278 | ) | | | 1,596 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | TOTAL LIABILITIES AND EQUITY | | $ | 1,598 | | | $ | 6,990 | | | $ | 8,454 | | | $ | 11,796 | | | $ | 3,956 | | | $ | (18,507 | ) | | $ | 14,287 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | December 31, 2016 | | | | Parent | | | HWF
Issuers | | | HOC | | | Guarantors | | | Non-
Guarantors | | | Eliminations | | | Total | | | | | (in millions) | | ASSETS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Current Assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Cash and cash equivalents | | $ | — | | | $ | — | | | $ | 3 | | | $ | 22 | | | $ | 1,037 | | | $ | — | | | $ | 1,062 | | Restricted cash and cash equivalents | | | — | | | | — | | | | 87 | | | | 9 | | | | 25 | | | | — | | | | 121 | | Accounts receivable, net | | | — | | | | — | | | | 7 | | | | 484 | | | | 264 | | | | — | | | | 755 | | Intercompany receivables | | | — | | | | — | | | | — | | | | — | | | | 42 | | | | (42 | ) | | | — | | Prepaid expenses | | | — | | | | — | | | | 6 | | | | 21 | | | | 65 | | | | (3 | ) | | | 89 | | Income taxes receivable | | | — | | | | — | | | | — | | | | 30 | | | | — | | | | (17 | ) | | | 13 | | Other | | | — | | | | — | | | | 1 | | | | 5 | | | | 33 | | | | — | | | | 39 | | Current assets of discontinued operations | | | — | | | | — | | | | — | | | | — | | | | 1,502 | | | | (24 | ) | | | 1,478 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total current assets | | | — | | | | — | | | | 104 | | | | 571 | | | | 2,968 | | | | (86 | ) | | | 3,557 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Intangibles and Other Assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Investments in subsidiaries | | | 5,889 | | | | 11,300 | | | | 12,583 | | | | 5,889 | | | | — | | | | (35,661 | ) | | | — | | Goodwill | | | — | | | | — | | | | — | | | | 3,824 | | | | 1,394 | | | | — | | | | 5,218 | | Brands | | | — | | | | — | | | | — | | | | 4,404 | | | | 444 | | | | — | | | | 4,848 | | Management and franchise contracts, net | | | — | | | | — | | | | — | | | | 716 | | | | 247 | | | | — | | | | 963 | | Other intangible assets, net | | | — | | | | — | | | | 1 | | | | 296 | | | | 150 | | | | — | | | | 447 | | Property and equipment, net | | | — | | | | — | | | | 12 | | | | 62 | | | | 267 | | | | — | | | | 341 | | Deferred income tax assets | | | 10 | | | | 2 | | | | 167 | | | | — | | | | 82 | | | | (179 | ) | | | 82 | | Other | | | — | | | | 12 | | | | 30 | | | | 213 | | | | 153 | | | | — | | | | 408 | | Non-current assets of discontinued operations | | | — | | | | — | | | | — | | | | 12 | | | | 10,345 | | | | (10 | ) | | | 10,347 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total intangibles and other assets | | | 5,899 | | | | 11,314 | | | | 12,793 | | | | 15,416 | | | | 13,082 | | | | (35,850 | ) | | | 22,654 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | TOTAL ASSETS | | $ | 5,899 | | | $ | 11,314 | | | $ | 12,897 | | | $ | 15,987 | | | $ | 16,050 | | | $ | (35,936 | ) | | $ | 26,211 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | LIABILITIES AND EQUITY | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Current Liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Accounts payable, accrued expenses and other | | $ | — | | | $ | 26 | | | $ | 293 | | | $ | 1,091 | | | $ | 414 | | | $ | (3 | ) | | $ | 1,821 | | Intercompany payables | | | — | | | | — | | | | 42 | | | | — | | | | — | | | | (42 | ) | | | — | | Current maturities of long-term debt | | | — | | | | 26 | | | | — | | | | — | | | | 7 | | | | — | | | | 33 | | Income taxes payable | | | — | | | | — | | | | — | | | | — | | | | 73 | | | | (17 | ) | | | 56 | | Current liabilities of discontinued operations | | | — | | | | — | | | | — | | | | 77 | | | | 721 | | | | (24 | ) | | | 774 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total current liabilities | | | — | | | | 52 | | | | 335 | | | | 1,168 | | | | 1,215 | | | | (86 | ) | | | 2,684 | | Long-term debt | | | — | | | | 5,361 | | | | 981 | | | | — | | | | 241 | | | | — | | | | 6,583 | | Deferred revenues | | | — | | | | — | | | | — | | | | 42 | | | | — | | | | — | | | | 42 | | Deferred income tax liabilities | | | — | | | | — | | | | — | | | | 1,919 | | | | 38 | | | | (179 | ) | | | 1,778 | | Liability for guest loyalty program | | | — | | | | — | | | | — | | | | 889 | | | | — | | | | — | | | | 889 | | Other | | | — | | | | 12 | | | | 277 | | | | 490 | | | | 713 | | | | — | | | | 1,492 | | 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 | | Equity: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total Hilton stockholders’ equity | | | 5,899 | | | | 5,889 | | | | 11,300 | | | | 11,479 | | | | 6,993 | | | | (35,661 | ) | | | 5,899 | | Noncontrolling interests | | | — | | | | — | | | | — | | | | — | | | | (50 | ) | | | — | | | | (50 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total equity | | | 5,899 | | | | 5,889 | | | | 11,300 | | | | 11,479 | | | | 6,943 | | | | (35,661 | ) | | | 5,849 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | TOTAL LIABILITIES AND EQUITY | | $ | 5,899 | | | $ | 11,314 | | | $ | 12,897 | | | $ | 15,987 | | | $ | 16,050 | | | $ | (35,936 | ) | | $ | 26,211 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Three Months Ended March 31, 2017 | | | | | Parent | | | HWF
Issuers | | | HOC | | | Guarantors | | | Non-
Guarantors | | | Eliminations | | | Total | | | | | (in millions) | | Revenues | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Franchise fees | | $ | — | | | $ | — | | | $ | 19 | | | $ | 255 | | | $ | 24 | | | $ | (4 | ) | | $ | 294 | | Base and other management fees | | | — | | | | — | | | | — | | | | 50 | | | | 33 | | | | — | | | | 83 | | Incentive management fees | | | — | | | | — | | | | — | | | | 22 | | | | 30 | | | | — | | | | 52 | | Owned and leased hotels | | | — | | | | — | | | | — | | | | — | | | | 300 | | | | — | | | | 300 | | Other revenues | | | — | | | | — | | | | 20 | | | | 13 | | | | 4 | | | | — | | | | 37 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | — | | | | 39 | | | | 340 | | | | 391 | | | | (4 | ) | | | 766 | | Other revenues from managed and franchised properties | | | — | | | | — | | | | 45 | | | | 1,220 | | | | 130 | | | | — | | | | 1,395 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total revenues | | | — | | | | — | | | | 84 | | | | 1,560 | | | | 521 | | | | (4 | ) | | | 2,161 | | Expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Owned and leased hotels | | | — | | | | — | | | | — | | | | — | | | | 272 | | | | — | | | | 272 | | Depreciation and amortization | | | — | | | | — | | | | 1 | | | | 64 | | | | 24 | | | | — | | | | 89 | | General and administrative | | | — | | | | — | | | | 79 | | | | 2 | | | | 24 | | | | — | | | | 105 | | Other expenses | | | — | | | | — | | | | 12 | | | | 7 | | | | 8 | | | | (4 | ) | | | 23 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | — | | | | 92 | | | | 73 | | | | 328 | | | | (4 | ) | | | 489 | | Other expenses from managed and franchised properties | | | — | | | | — | | | | 45 | | | | 1,220 | | | | 130 | | | | — | | | | 1,395 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total expenses | | | — | | | | — | | | | 137 | | | | 1,293 | | | | 458 | | | | (4 | ) | | | 1,884 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Operating income(loss) | | | — | | | | — | | | | (53 | ) | | | 267 | | | | 63 | | | | — | | | | 277 | | Interest expense | | | — | | | | (63 | ) | | | (28 | ) | | | — | | | | (13 | ) | | | — | | | | (104 | ) | Gain (loss) on foreign currency transactions | | | — | | | | — | | | | 11 | | | | 21 | | | | (36 | ) | | | — | | | | (4 | ) | Loss on debt extinguishment | | | — | | | | (60 | ) | | | — | | | | — | | | | — | | | | — | | | | (60 | ) | Other non-operating income (loss), net | | | — | | | | (3 | ) | | | 1 | | | | 1 | | | | 2 | | | | — | | | | 1 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Income (loss) from continuing operations before income taxes and equity in earnings from subsidiaries | | | — | | | | (126 | ) | | | (69 | ) | | | 289 | | | | 16 | | | | — | | | | 110 | | Income tax benefit (expense) | | | — | | | | 49 | | | | 27 | | | | (108 | ) | | | (3 | ) | | | — | | | | (35 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Income (loss) from continuing operations before equity in earnings from subsidiaries | | | — | | | | (77 | ) | | | (42 | ) | | | 181 | | | | 13 | | | | — | | | | 75 | | Equity in earnings from subsidiaries | | | 74 | | | | 151 | | | | 193 | | | | 74 | | | | — | | | | (492 | ) | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net income | | | 74 | | | | 74 | | | | 151 | | | | 255 | | | | 13 | | | | (492 | ) | | | 75 | | Net income attributable to noncontrolling interests | | | — | | | | — | | | | — | | | | — | | | | (1 | ) | | | — | | | | (1 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net income attributable to Hilton stockholders | | $ | 74 | | | $ | 74 | | | $ | 151 | | | $ | 255 | | | $ | 12 | | | $ | (492 | ) | | $ | 74 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Comprehensive income | | $ | 94 | | | $ | 72 | | | $ | 155 | | | $ | 255 | | | $ | 30 | | | $ | (512 | ) | | $ | 94 | | Comprehensive loss (income) attributable to noncontrolling interests | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Comprehensive income attributable to Hilton stockholders | | $ | 94 | | | $ | 72 | | | $ | 155 | | | $ | 255 | | | $ | 30 | | | $ | (512 | ) | | $ | 94 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | Three Months Ended March 31, 2016 | | | | | Parent | | | HWF
Issuers | | | Guarantors | | | Non-
Guarantors | | | Eliminations | | | Total | | | | | (in millions) | | Revenues | | | | | | | | | | | | | | | | | | | | | | | | | Franchise fees | | $ | — | | | $ | — | | | $ | 234 | | | $ | 22 | | | $ | (3 | ) | | $ | 253 | | Base and other management fees | | | — | | | | — | | | | 32 | | | | 28 | | | | — | | | | 60 | | Incentive management fees | | | — | | | | — | | | | 8 | | | | 28 | | | | — | | | | 36 | | Owned and leased hotels | | | — | | | | — | | | | — | | | | 319 | | | | — | | | | 319 | | Other revenues | | | — | | | | — | | | | 14 | | | | 3 | | | | — | | | | 17 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | — | | | | 288 | | | | 400 | | | | (3 | ) | | | 685 | | Other revenues from managed and franchised properties | | | — | | | | — | | | | 924 | | | | 117 | | | | — | | | | 1,041 | | | | | | | | | | | | | | | | | | | | | | | | | | | Total revenues | | | — | | | | — | | | | 1,212 | | | | 517 | | | | (3 | ) | | | 1,726 | | Expenses | | | | | | | | | | | | | | | | | | | | | | | | | Owned and leased hotels | | | — | | | | — | | | | — | | | | 307 | | | | — | | | | 307 | | Depreciation and amortization | | | — | | | | — | | | | 68 | | | | 24 | | | | — | | | | 92 | | Impairment loss | | | — | | | | — | | | | — | | | | 15 | | | | — | | | | 15 | | General and administrative | | | — | | | | — | | | | 57 | | | | 26 | | | | — | | | | 83 | | Other expenses | | | — | | | | — | | | | 9 | | | | 12 | | | | (3 | ) | | | 18 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | — | | | | 134 | | | | 384 | | | | (3 | ) | | | 515 | | Other expenses from managed and franchised properties | | | — | | | | — | | | | 924 | | | | 117 | | | | — | | | | 1,041 | | | | | | | | | | | | | | | | | | | | | | | | | | | Total expenses | | | — | | | | — | | | | 1,058 | | | | 501 | | | | (3 | ) | | | 1,556 | | Operating income | | | — | | | | — | | | | 154 | | | | 16 | | | | — | | | | 170 | | Interest expense | | | — | | | | (67 | ) | | | (11 | ) | | | (12 | ) | | | — | | | | (90 | ) | Gain (loss) on foreign currency transactions | | | — | | | | — | | | | 5 | | | | (17 | ) | | | — | | | | (12 | ) | Other non-operating income, net | | | — | | | | — | | | | 2 | | | | — | | | | — | | | | 2 | | | | | | | | | | | | | | | | | | | | | | | | | | | Income (loss) from continuing operations before income taxes and equity in earnings from subsidiaries | | | — | | | | (67 | ) | | | 150 | | | | (13 | ) | | | — | | | | 70 | | Income tax benefit (expense) | | | 192 | | | | 26 | | | | (100 | ) | | | 3 | | | | — | | | | 121 | | | | | | | | | | | | | | | | | | | | | | | | | | | Income (loss) from continuing operations before equity in earnings from subsidiaries | | | 192 | | | | (41 | ) | | | 50 | | | | (10 | ) | | | — | | | | 191 | | Equity in earnings (losses) from subsidiaries | | | — | | | | 41 | | | | (9 | ) | | | — | | | | (32 | ) | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | Income (losses) from continuing operations, net of taxes | | | 192 | | | | — | | | | 41 | | | | (10 | ) | | | (32 | ) | | | 191 | | Income from discontinued operations, net of taxes | | | 117 | | | | 117 | | | | 117 | | | | 106 | | | | (338 | ) | | | 119 | | Net income | | | 309 | | | | 117 | | | | 158 | | | | 96 | | | | (370 | ) | | | 310 | | Net income attributable to noncontrolling interests | | | — | | | | — | | | | — | | | | (1 | ) | | | — | | | | (1 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | Net income attributable to Hilton stockholders | | $ | 309 | | | $ | 117 | | | $ | 158 | | | $ | 95 | | | $ | (370 | ) | | $ | 309 | | | | | | | | | | | | | | | | | | | | | | | | | | | Comprehensive income | | $ | 319 | | | $ | 111 | | | $ | 149 | | | $ | 119 | | | $ | (380 | ) | | $ | 318 | | Comprehensive loss attributable to noncontrolling interests | | | — | | | | — | | | | — | | | | 1 | | | | — | | | | 1 | | | | | | | | | | | | | | | | | | | | | | | | | | | Comprehensive income attributable to Hilton stockholders | | $ | 319 | | | $ | 111 | | | $ | 149 | | | $ | 120 | | | $ | (380 | ) | | $ | 319 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Three Months Ended March 31, 2017 | | | | | Parent | | | HWF
Issuers | | | HOC | | | Guarantors | | | Non-
Guarantors | | | Eliminations | | | Total | | | | | (in millions) | | Operating Activities: | | | | | | | | | Net cash provided by (used in) operating activities | | $ | — | | | $ | — | | | $ | (102 | ) | | $ | 56 | | | $ | 112 | | | $ | (3 | ) | | $ | 63 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Investing Activities: | | | | | | | | | Capital expenditures for property and equipment | | | — | | | | — | | | | — | | | | (1 | ) | | | (8 | ) | | | — | | | | (9 | ) | Contract acquisition costs | | | — | | | | — | | | | — | | | | (8 | ) | | | (5 | ) | | | — | | | | (13 | ) | Capitalized software costs | | | — | | | | — | | | | — | | | | (9 | ) | | | — | | | | — | | | | (9 | ) | Other | | | — | | | | (13 | ) | | | — | | | | (6 | ) | | | — | | | | — | | | | (19 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net cash used in investing activities | | | — | | | | (13 | ) | | | — | | | | (24 | ) | | | (13 | ) | | | — | | | | (50 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Financing Activities: | | | | | | | | | Borrowings | | | — | | | | 1,823 | | | | — | | | | — | | | | — | | | | — | | | | 1,823 | | Repayment of debt | | | — | | | | (1,823 | ) | | | — | | | | — | | | | (1 | ) | | | — | | | | (1,824 | ) | Debt issuance costs and redemption premium | | | — | | | | (66 | ) | | | — | | | | — | | | | — | | | | — | | | | (66 | ) | Repayment of intercompany borrowings | | | — | | | | — | | | | (3 | ) | | | — | | | | — | | | | 3 | | | | — | | Intercompany transfers | | | 119 | | | | 79 | | | | 133 | | | | (42 | ) | | | (289 | ) | | | — | | | | — | | Dividends paid | | | (49 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | (49 | ) | Cash transferred in spin-offs of Park and HGV | | | — | | | | — | | | | — | | | | — | | | | (501 | ) | | | — | | | | (501 | ) | Repurchases of common stock | | | (70 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | (70 | ) | Distributions to noncontrolling interests | | | — | | | | — | | | | — | | | | — | | | | (1 | ) | | | — | | | | (1 | ) | Tax withholdings on share-based compensation | | | — | | | | — | | | | (28 | ) | | | — | | | | — | | | | — | | | | (28 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net cash provided by (used in) financing activities | | | — | | | | 13 | | | | 102 | | | | (42 | ) | | | (792 | ) | | | 3 | | | | (716 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Effect of exchange rate changes on cash, restricted cash and cash equivalents | | | — | | | | — | | | | — | | | | — | | | | 5 | | | | — | | | | 5 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net decrease in cash, restricted cash and cash equivalents | | | — | | | | — | | | | — | | | | (10 | ) | | | (688 | ) | | | — | | | | (698 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Cash, restricted cash and cash equivalents from continuing operations, beginning of period | | | — | | | | — | | | | 90 | | | | 31 | | | | 1,062 | | | | — | | | | 1,183 | | Cash, restricted cash and cash equivalents from discontinued operations, beginning of period | | | — | | | | — | | | | — | | | | — | | | | 501 | | | | — | | | | 501 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Cash, restricted cash and cash equivalents, beginning of period | | | — | | | | — | | | | 90 | | | | 31 | | | | 1,563 | | | | — | | | | 1,684 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Cash, restricted cash and cash equivalents, end of period | | $ | — | | | $ | — | | | $ | 90 | | | $ | 21 | | | $ | 875 | | | $ | — | | | $ | 986 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | Three Months Ended March 31, 2016 | | | | | Parent | | | HWF
Issuers | | | Guarantors | | | Non-
Guarantors | | | Eliminations | | | Total | | | | | (in millions) | | Operating Activities: | | | | | | | | | | | | | Net cash provided by (used in) operating activities | | $ | — | | | $ | — | | | $ | (279 | ) | | $ | 618 | | | $ | — | | | $ | 339 | | | | | | | | | | | | | | | | | | | | | | | | | | | Investing Activities: | | | | | | | | | | | | | Capital expenditures for property and equipment | | | — | | | | — | | | | — | | | | (84 | ) | | | — | | | | (84 | ) | Contract acquisition costs | | | — | | | | — | | | | (8 | ) | | | (1 | ) | | | — | | | | (9 | ) | Capitalized software costs | | | — | | | | — | | | | (10 | ) | | | (1 | ) | | | — | | | | (11 | ) | Other | | | — | | | | — | | | | (9 | ) | | | 3 | | | | — | | | | (6 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | Net cash used in investing activities | | | — | | | | — | | | | (27 | ) | | | (83 | ) | | | — | | | | (110 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | Financing Activities: | | | | | | | | | | | | | Repayment of debt | | | — | | | | — | | | | — | | | | (32 | ) | | | — | | | | (32 | ) | Intercompany transfers | | | 69 | | | | — | | | | 317 | | | | (386 | ) | | | — | | | | — | | Dividends paid | | | (69 | ) | | | — | | | | — | | | | — | | | | — | | | | (69 | ) | Distributions to noncontrolling interests | | | — | | | | — | | | | — | | | | (2 | ) | | | — | | | | (2 | ) | Tax withholdings on share-based compensation | | | — | | | | — | | | | (13 | ) | | | — | | | | — | | | | (13 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | Net cash provided by (used in) financing activities | | | — | | | | — | | | | 304 | | | | (420 | ) | | | — | | | | (116 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | Effect of exchange rate changes on cash, restricted cash and cash equivalents | | | — | | | | — | | | | — | | | | 4 | | | | — | | | | 4 | | | | | | | | | | | | | | | | | | | | | | | | | | | Net increase (decrease) in cash, restricted cash and cash equivalents | | | — | | | | — | | | | (2 | ) | | | 119 | | | | — | | | | 117 | | | | | | | | | | | | | | | | | | | | | | | | | | | Cash, restricted cash and cash equivalents from continuing operations, beginning of period | | | — | | | | — | | | | 108 | | | | 526 | | | | — | | | | 634 | | Cash, restricted cash and cash equivalents from discontinued operations, beginning of period | | | — | | | | — | | | | — | | | | 222 | | | | — | | | | 222 | | | | | | | | | | | | | | | | | | | | | | | | | | | Cash, restricted cash and cash equivalents, beginning of period | | | — | | | | — | | | | 108 | | | | 748 | | | | — | | | | 856 | | | | | | | | | | | | | | | | | | | | | | | | | | | Cash, restricted cash and cash equivalents from continuing operations, end of period | | | — | | | | — | | | | 106 | | | | 576 | | | | — | | | | 682 | | Cash, restricted cash and cash equivalents from discontinued operations, end of period | | | — | | | | — | | | | — | | | | 291 | | | | — | | | | 291 | | | | | | | | | | | | | | | | | | | | | | | | | | | Cash, restricted cash and cash equivalents, end of period | | $ | — | | | $ | — | | | $ | 106 | | | $ | 867 | | | $ | — | | | $ | 973 | | | | | | | | | | | | | | | | | | | | | | | | | | |
Note 16: Subsequent Events
In June 2017, affiliates of Blackstone sold 15,000,000 shares of Hilton common stock in a secondary offering. Additionally, in June 2017, as part of our stock repurchase program, we repurchased 1,500,000 shares of our common stock directly from affiliates of Blackstone, in a private, non-underwritten transaction, at a share price of $65.82 totaling $99 million. Following the offering and the share repurchase, affiliates of Blackstone beneficially owned 10.3 percent of our common stock.
PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 20. Indemnification of Directors and Officers. (a) The following entities are incorporated under the laws of the State of Arizona: DTM Atlanta/Legacy, Inc., DTM Coconut Grove, Inc., DTM Largo, Inc., DTM Maryland, Inc., DTM Walnut Creek, Inc., and DTR FCH Holdings, Inc., DTR PAH Holding, Inc. and DTR San Antonio, Inc. (collectively, the “Arizona Corporations”). Arizona Revised Statutes Section 10-851 of the Arizona Revised Statutes, as amended (the “Arizona Revised Statutes”), authorizes a corporation to indemnify a present or past director made a party to a proceeding in such capacity, provided that the individual’s conduct was in good faith and, when serving in an official capacity with the corporation, the individual reasonably believed that the conduct was in best interests of the corporation, or in all other cases, that the conduct was at least not opposed to its best interests. In the case of any criminal proceedings, indemnification is allowed if the individual had no reasonable cause to believe the conduct was unlawful. A corporation may also indemnify a director for conduct for which broader indemnification has been made permissible or obligatory under a provision of the articles of incorporation pursuant to section10-202, subsection B, paragraph 2.Section 10-851 of the Arizona Revised Statutes also provides that a corporation may not indemnify a director in connection with a proceeding by or in the right of the corporation to procure a judgment in its favor in which the director was adjudged liable to the corporation or in connection with any other proceeding charging improper financial benefit to the director in which the director was adjudged liable on the basis that financial benefit was improperly received by the director. Indemnification permitted underSection 10-851 in connection with a proceeding by or in the right of the corporation to procure a judgment in its favor is limited to reasonable expenses incurred in connection with the proceeding. Unless otherwise limited by its articles of incorporation,Section 10-852 of the Arizona Revised Statutes requires a corporation to indemnify (i) a director who was the prevailing party, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the director is or was a director of the corporation against reasonable expenses incurred by the director in connection with the proceeding, and (ii) an outside director, provided the proceeding is not one by or in the right of the corporation to procure a judgment in its favor in which the director was adjudged liable to the corporation, or one charging improper financial benefit to the director, whether or not involving action in the director’s official capacity, in which the director was adjudged liable on the basis that financial benefit was improperly received by the director.Section 10-856 of the Arizona Revised Statutes provides that a corporation may indemnify and advance expenses to an officer of the corporation who is a party to a proceeding because the individual is or was an officer of the corporation to the same extent as a director. Organizational Documents of the Arizona Corporations None of theThe articles of incorporation of the Arizona CorporationsDTM Atlanta/Legacy, Inc. and DTR FCH Holdings, Inc. do not contain any provisions on indemnification of directors and officers of the corporation.corporations.
The bylaws each of the Arizona CorporationsDTM Atlanta/Legacy, Inc. and DTR FCH Holdings, Inc. both provide that the corporation may indemnify any and all of its directors and officers or former directors and officers against expenses incurred by them, including legal fees, or judgments or penalties rendered or levied against any such person in a legal action brought against any such person for actions or omissions alleged to have been committed by any such person while acting within the scope of his or her employment as a director or officer of the corporation, provided that the board of directors of the corporation determines in good faith that such person did not act, fail to act, or refuse to act willfully or with gross negligence or with fraudulent or criminal intent in regard to the matter involved in the action. II-1
(b) Destination Resorts LLC, Doubletree Hotel Systems LLC, Doubletree Hotels LLC, DT Management LLC and DT Real Estate, LLC and DTM Santa Clara LLC are limited liability companies organized under the laws of the State of Arizona (collectively, the “Arizona Limited Liability Companies”). Arizona Revised StatutesLimited Liability Company Act Section 29-610 of the Arizona Limited Liability Company Act, as amended (the “Arizona Limited Liability Company Act”), permits a domestic limited liability company to indemnify a member, manager, employee, officer or agent or any other person. Organizational Documents of the Arizona Limited Liability Companies The operating agreements of each of the Arizona Limited Liability Companies provide that the limited liability company shall indemnify and hold harmless its members, their affiliates and subsidiaries, and all officers, directors, partners, employees, and agents of the foregoing to the full extent permitted by law from and against all losses, claims, demands, costs, damages, liabilities, joint and several, expenses of any nature (including attorneys’ fees and disbursements), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the indemnitee may be involved, or threatened to be involved as a party or otherwise, arising from, or in connection with, the performance of any action by such indemnitee for, on behalf of, or otherwise in connection with, the limited liability company. (c) The following entities are incorporated under the laws of the State of California: HIC Gaming California, Inc. and HIC San Pablo Limited, Inc. (collectively, the “California Corporations”). California Corporation Code
Section 204(a)(10) and (11) of the California Corporations Code provides that a corporation may set forth in its articles of incorporation provisions (I) eliminating or limiting the personal liability of a director for monetary damages in an action brought by or in the right of the corporation for breach of a director’s duties to the corporation and its shareholders, as set forth in Section 309 of the California Corporations Code, provided, however, that (A) such a provision may not eliminate or limit the liability of directors (i) for acts or omissions that involve intentional misconduct or a knowing and culpable violation of law, (ii) for acts or omissions that a director believes to be contrary to the best interests of the corporation or its shareholders or that involve the absence of good faith on the part of the director, (iii) for any transaction from which a director derived an improper personal benefit, (iv) for acts or omissions that show a reckless disregard for the director’s duty to the corporation or its shareholders in circumstances in which the director was aware, or should have been aware, in the ordinary course of performing a director’s duties, of a risk of serious injury to the corporation or its shareholders, (v) for acts or omissions that constitute an unexcused pattern of inattention that amounts to an abdication of the director’s duty to the corporation or its shareholders, (vi) under Section 310 of the California Corporations Code, or (vii) under Section 316 of the California Corporations Code, (B) no such provision shall eliminate or limit the liability of a director for any act or omission occurring prior to the date when the provision becomes effective, and (C) no such provision shall eliminate or limit the liability of an officer for any act or omission as an officer, notwithstanding that the officer is also a director or that his or her actions, if negligent or improper, have been ratified by the directors and (II) authorizing, whether by by-law, agreement or otherwise, the indemnification of agents (as defined in Section 317 of the California Corporations Code) in excess of that expressly permitted by Section 317 for those agents of the corporation for breach of duty to the corporation and its stockholders, provided, however that the provision may not provide for indemnification of any agent for any acts or omissions or transactions from which a director may not be relieved of liability as set forth in clauses I(A)-I(C) above or as to circumstances in which indemnity is expressly prohibited by Section 317.
Section 317(b) of the California Corporations Code provides that a corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an
II-2
action by or in the right of the corporation to procure a judgment in its favor) by reason of the fact that the person is or was an agent of the corporation, against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with the proceeding if that person acted in good faith and in a manner the person reasonably believed to be in the best interests of the corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of the person was unlawful. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in the best interests of the corporation or that the person had reasonable cause to believe that the person’s conduct was unlawful.
Section 317(c) of the California Corporations Code provides that a corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was an agent of the corporation, against expenses actually and reasonably incurred by that person in connection with the defense or settlement of the action if the person acted in good faith, in a manner the person believed to be in the best interests of the corporation and its shareholders.
Organizational Documents of the California Corporations
Pursuant to Section 204(a)(10) of the California Corporations Code, the articles of both HIC Gaming California, Inc. and HIC San Pablo Limited, Inc. provide that the liability of directors of the corporations for monetary damages will be eliminated to the fullest extent permissible under California law. Furthermore, the articles provide that the corporations are authorized to provide indemnification of agents (as defined in Section 317 of the California Corporations Code) for breach of duty to the corporations and their shareholders through bylaw provisions, agreements with agents, vote of shareholders or disinterested directors, or otherwise, in excess of the indemnification otherwise permitted by Section 317 of the California Corporations Code, subject only to the applicable limits set forth in Section 204 of the California Corporations Code.
The bylaws of each of the California Corporations provide that, to the fullest extent permitted by California law, the corporation shall indemnify any current or former director or officer of the corporation and may, at the discretion of the board of directors of the corporation, indemnify any current or former employee or agent of the corporation against all expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any threatened, pending or completed action, suit or proceeding brought by or in the right of the corporation or otherwise, to which he was or is a party or is threatened to be made a party by reason of his current or former position with the corporation or by reason of the fact that he is or was serving, at the request of the corporation, as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.
(d) HIC San Pablo, L.P. is a limited partnership formed under the laws of the State of California (the “California Limited Partnership”).
California Uniform Limited Partnership Act
Section 15904.06(c) of the California Uniform Limited Partnership Act of 2008 addresses the rights of a general partner with respect to its management and conduct of partnership activities. The California Uniform Limited Partnership Act of 2008 provides that a limited partnership shall reimburse a general partner for payments made, and indemnify a general partner for liabilities incurred by, the general partner in the ordinary course of the activities of the partnership or for the preservation of its activities or property.
(e) The following entities are incorporated under the laws of the State of Delaware: Embassy Suites (Isla Verde), Inc., EPAM Corporation, HIC Racing Corporation, Hilton Domestic Operating Company Inc., Hilton Hawaii Corporation, Hilton New Jersey Service Corp.NUS HHS, Inc., Hilton Spring Corporation, Hilton Worldwide Finance
II-3
Corp., Hilton Worldwide Holdings Inc., HLT ESP International Franchisor Corporation, HLT ESP International Management Corporation, HLT Lifestyle International Franchisor Corporation, HLT Lifestyle International Management Corporation, Hotels Statler Company, Inc., and Promus Hotel Services, Inc., Promus Hotels Minneapolis, Inc. and Promus/Kingston Development Corporation (collectively, the “Delaware Corporations”). Delaware General Corporation Law Section 145(a) of the Delaware General Corporation Law provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea ofnolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful. Section 145(b) of the Delaware General Corporation Law provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or II-2
other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper. Section 145(c) of the Delaware General Corporation Law provides that to the extent that a present or former director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 145(a) and (b), or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith. Section 145(d) of the Delaware General Corporation Law provides that any indemnification under Section 145(a) and (b) (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 145(a) and (b). Such determination shall be made, with respect to a person who is a director or officer of the corporation at the time of such determination (1) by a majority vote of the directors who were not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum; or (3) if there are no such II-4
directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders. Section 145(e) of the Delaware General Corporation Law provides that expenses (including attorneys’ fees) incurred by an officer or director of the corporation in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in Section 145. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents of the corporation or by persons serving at the request of the corporation as directors, officers, employees or agents of another corporation, partnership, joint venture, trust or other enterprise may be so paid upon such terms and conditions, if any, as the board of directors deems appropriate. Section 145(f) of the Delaware General Corporation Law provides that the indemnification and advancement of expenses provided by, or granted pursuant to, Section 145 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office. A right to indemnification or to advancement of expenses arising under a provision of the certificate of incorporation or a bylaw shall not be eliminated or impaired by an amendment to the certificate of incorporation or the bylaws after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought, unless the provision in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such action or omission has occurred. Section 145(g) of the Delaware General Corporation Law provides that a corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent II-3
of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under Section 145. Section 174 of the Delaware General Corporation Law provides, among other things, that a director, who willfully or negligently approves of an unlawful payment of dividends or an unlawful stock purchase or redemption, may be held liable for such actions. A director who was either absent when the unlawful actions were approved or dissented at the time, may avoid liability by causing his or her dissent to such actions to be entered in the books containing the minutes of the meetings of the board of directors at the time such action occurred or immediately after such absent director receives notice of the unlawful acts. Organizational Documents of Delaware Corporations The articles of incorporation of Hilton Spring Corporation, Hilton Worldwide Finance Corp., HLT ESP International Franchisor Corporation, HLT ESP International Management Corporation, HLT Lifestyle International Franchisor Corporation and HLT Lifestyle International Management Corporation provide that the corporation shall indemnify and hold harmless any person who was or is a party or is threatened to be made a party to, or testifies in, any threatened, pending or completed action, claim, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, against all claims, losses, liabilities, expenses (including attorneys’ fees and disbursements), damages, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit II-5
or proceeding to the fullest extent permitted under the Delaware General Corporation Law, and the corporation may adopt bylaws or enter into agreements with any such person for the purpose of providing for such indemnification. To the extent that a director or officer of the corporation has been successful on the merits or otherwise in defense of any such action, suit or proceeding, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees and disbursements) actually and reasonably incurred by such person in connection therewith. Expenses (including attorneys’ fees and disbursements) incurred by an officer or director in defending or testifying in a civil, criminal, administrative or investigative action, claim, suit or proceeding by reason of the fact that such person is or was an officer or director of the corporation (or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise) shall be paid by the corporation in advance of the final disposition of such action, claim, suit or proceeding within ten business days of the corporation’s receipt of a request for advancement of such expenses from such director or officer and, to the extent required by law, upon receipt of an undertaking by or on behalf of any such director or officer to repay such amount if it shall ultimately be determined that such director or officer is not entitled to be indemnified by the corporation against such expenses as authorized by the relevant sections of the Delaware General Corporation Law, and the corporation may adopt Bylaws or enter into agreements with such persons for the purpose of providing for such advances. The articles of incorporation of Hilton Hawaii Corporation provide that each director and officer of the corporation and any person serving at its request as director or officer of another corporation in which it owns shares of capital stock or of which it is a creditor shall be indemnified by the corporation against all expenses that may be reasonably incurred or paid by him in connection with any claim, or actual and threatened action, suit or proceeding in which he may be involved by reason of his being or having been such a director or officer or by reason of any action or omission or alleged action or omission by him in any such capacity and against any amount or amounts which may be paid by him (other than to the corporation) in reasonable settlement of any claim, action, suit or proceeding where it is in the interest of the corporation that such settlement be made. The articles of incorporation of Hotels Statler Company, Inc. provide that the corporation shall indemnify any and all directors or officers or former directors or officers or any person who may have served at its request II-4
as a director or officer of another corporation in which it owns shares of capital stock or of which it is a creditor against expenses actually and necessarily incurred by them in connection with the defense of any action, suit or proceeding in which they, or any of them, are made parties, or a party, by reason of being or having been directors or officers or a director or officer of the corporation or of such other corporation, except in relation to matters as to which any such director, officer or person shall be adjudged in such action suit or proceeding to be liable for negligence or misconduct in the performance of duty. The articles of incorporation of HIC Racing Corporation provide that the corporation shall, to the full extent permitted by Section 145 of the Delaware General Corporation Law, indemnify all persons whom it may indemnify pursuant thereto. The articles of incorporation of Embassy Suites (Isla Verde), Inc. provide that that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit.
The bylaws of HIC Racing Corporation, Hilton Spring Corporation, Hilton Worldwide Finance Corp. and Promus Hotels Minneapolis, Inc. provide that, to the fullest extent permitted by the Delaware General Corporation Law, the corporation shall indemnify any current or former director or officer of the corporation and may, at the discretion of the board of directors, indemnify any current or former employee or agent of the corporation against all expenses, judgments, fines and amounts paid in settlement actually and reasonably
II-6
incurred by him in connection with any threatened, pending or completed action, suit or proceeding brought by or in the right of the corporation or otherwise, to which he was or is a party or is threatened to be made a party by reason of his current or former position with the corporation or by reason of the fact that he is or was serving, at the request of the corporation, as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The bylaws of Hilton New Jersey Service Corp. provide that the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The bylaws of Hilton New Jersey Service Corp. further provide that the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, provided that no such indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such Delaware Court of Chancery or such other court shall deem proper.
The bylaws of EPAM Corporation, Promus Hotel Services, Inc. and Hilton Domestic Operating Company, Inc. provide that the corporation shall indemnify every person who was or is a party or is or was threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he is or was a director or officer of the corporation, (or an employee in the case of EPAM Corporation), or while a director or officer of the corporation, (or an employee in the case of EPAM Corporation), is or was serving at the request of the corporation as a director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including counsel fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding, to the full extent permitted by applicable law.
The bylaws of Promus/Kingston Development Corporation provide that the corporation shall indemnify, in the manner and to the full extent permitted by law, any person (or the estate of any person) who was or is a party to, or is threatened to be made a party to, any threatened, pending or completed action, suit or proceeding, whether or not by or in the right of the corporation, and whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement, and, in the manner provided by law, any such expenses may be paid by the corporation in advance of the final disposition of such action, suit or proceeding. The bylaws of Hilton Worldwide Holdings Inc. (“HLT Parent”) and Hilton NUS HSS, Inc. provide that HLT Parent shall indemnify and hold harmless to the fullest extent permitted by Delaware law each person who was or is made a party or is
II-7
threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director or an officer of the corporation or, while a director or officer of the corporation, is or was serving at the request of the corporation as a director, officer, employee, agent or trustee of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee, agent or trustee or in any other capacity while serving as a director, officer, employee, agent or trustee, against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith; provided, however, that, except as provided in the corporation’s bylaws with respect to proceedings to enforce rights to indemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such indemnitee, the corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors. The bylaws of HLT Parent further provide that an indemnitee shall also have the right to be paid by HLT Parent the expenses (including attorney’s fees) incurred in appearing at, participating in or defending any such proceeding in advance of its final disposition or in connection with a proceeding brought to establish or enforce a right to indemnification or advancement of expenses under the bylaws; provided, however, that, if (x) the Delaware General Corporation Law requires or (y) in the case of an advance made in a proceeding brought to establish or enforce a right to indemnification or advancement, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made solely upon delivery to Holdings of an undertaking, by or on behalf of such indemnitee, to repay all amounts so II-5
advanced if it shall ultimately be determined after final judicial decision from which there is no further right to appeal that such indemnitee is not entitled to indemnification under the bylaws or otherwise. The indemnification rights set forth above shall not be exclusive of any other right which an indemnified person may have or hereafter acquire under any statute, provision of our amended and restated certificate of incorporation, our amended and restated bylaws, agreement, vote of stockholders or disinterested directors or otherwise. The provision of indemnification to or the advancement of expenses and costs to any indemnitee under the bylaws of HLT Parent, or the entitlement of any indemnitee to indemnification or advancement of expenses and costs under the bylaws, shall not limit or restrict in any way the power of HLT Parent to indemnify or advance expenses and costs to such indemnitee in any other way permitted by law or be deemed exclusive of, or invalidate, any right to which any indemnitee seeking indemnification or advancement of expenses and costs may be entitled under any law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such indemnitee’s capacity as an officer, director, employee or agent of HLT Parent and as to action in any other capacity. HLT Parent maintains standard policies of insurance that provide coverage (i) to its directors and officers against losses arising from claims made by reason of breach of duty or other wrongful act and (ii) to HLT Parent with respect to indemnification payments that Holdings may make to such directors and officers. HLT Parent is a party to indemnification agreements with its directors and executive officers. These agreements require Holdings to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors or executive officers, we have been informed that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy and is therefore unenforceable. The bylaws of Hilton NUS HHS, Inc. further provide that the corporation shall to the fullest extent not prohibited by applicable law pay the expenses (including attorneys’ fees) incurred by the indemnitee in defending any proceeding in advance of its final disposition, provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the indemnitee to repay all amounts advanced if it should be ultimately determined that the indemnitee is not entitled to be indemnified under the bylaws or otherwise. (f) 90210 Biltmore Management, LLC, 90210 Desert Resorts Management Co., LLC, 90210 Grand Wailea Management Co., LLC, 90210 LLC, 90210 Management Company, LLC, Andiamo’s O’Hare, LLC, Blue Bonnet II-8
Security, LLC, Canopy Brand Management LLC, Compris Hotel LLC, Conrad International Manage (CIS) LLC, Conrad Management LLC, Curio Brand Management LLC, Curio Management LLC, Doubletree LLC, Doubletree Management LLC, EJP LLC, Embassy Development LLC, Embassy Equity Development LLC, Embassy Suites Management LLC, Embassy Syracuse Development LLC, Hampton Inns LLC, Hampton Inns Management LLC, HHC BC Orlando, LLC, HIC First LLC, HIC Holdings LLC, HIC Hotels U.S.A. LLC, HIC Second LLC, Hilton Beverage LLC, Hilton Chicago Beverage I LLC, Hilton Chicago Beverage II LLC, Hilton Chicago Beverage III LLC, Hilton Chicago Beverage IV LLC, Hilton Corporate Director LLC, Hilton Domestic Franchise LLC, Hilton Domestic Management LLC, Hilton El Con Management LLC, Hilton El Con Operator LLC, Hilton Electronic Distribution Systems, LLC, Hilton Franchise Holding LLC, Hilton Garden Inns Management LLC, Hilton Honors Worldwide LLC, Hilton Illinois Holdings LLC, Hilton Inns LLC, Hilton International Holding LLC, Hilton Management LLC, Hilton Recreation LLC, Hilton San Diego LLC, Hilton Supply Management LLC, Hilton Systems Solutions, LLC, Hilton Systems, LLC, Hilton Worldwide Finance LLC, Hilton Worldwide Parent LLC, HLT Audubon LLC, HLT Conrad Domestic LLC, HLT Domestic JV Holdings LLC, HLT ESP International Franchise LLC, HLT ESP International Manage LLC, HLT ESP Manage LLC, HLT Existing Franchise Holding LLC, HLT Franchise II Borrower LLC, HLT HQ SPE LLC, HLT HSM Holding LLC, HLT HSS Holding LLC, HLT JV Acquisition LLC, HLT Lifestyle International Franchise LLC, HLT Lifestyle International Manage LLC, HLT Lifestyle Manage LLC, HLT Memphis Data LLC, HLT Owned II Holding LLC, HLT Owned II-A Borrower LLC, HLT Palmer LLC, Home2 Brand Management LLC, Home2 Management LLC, Homewood Suites Management LLC, HPP Hotels USA LLC, HPP International LLC, HTGV, LLC, Innvision, LLC, Lockwood Palmer House,LXR Management LLC, Motto Management LLC, Potter’s Bar Palmer House, LLC, Promus Hotels Florida LLC, Promus Hotels LLC, Promus Hotels Parent LLC, Promus OperatingSignia Hotel Management LLC, Samantha HotelTapestry Management LLC, Tru Brand Management LLC, WA Collection International, LLC II-6
and Waldorf=Astoria Management LLC are limited liability companies organized under the laws of the State of Delaware (collectively, the “Delaware Limited Liability Companies”). Delaware Limited Liability Company Act Section 18-108 of the Delaware Limited Liability Company Act empowers a Delaware limited liability company to indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever. Organizational Documents of Delaware Limited Liability Companies The limited liability company agreements of 90210 Biltmore Management, LLC, 90210 Desert Resorts Management Co., LLC and 90210 Grand Wailea Management Co., LLC provide that to the extent permitted by law, the company shall indemnify, defend and hold harmless the member and such officers, employees and agents of the company as the member identifies in writing as being entitled to indemnification from and against any and all debts, losses, claims, damages, costs, demands, fines, judgments, contracts (implied and expressed, written and unwritten), penalties, obligations, payments, liabilities of every type and nature (whether known or unknown, fixed or contingent), including, without limitation, those arising out of any lawsuit, action or proceeding, together with any reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees,out-of-pocket expenses and other reasonable costs and expenses incurred in investigating, preparing or defending any pending or threatened lawsuit, acting or proceeding) incurred in connection with the foregoing suffered or sustained by such indemnified person by reason of any act, omission or alleged act or omission by such indemnified person arising out of such person’s activities taken primarily on behalf of the company, or at the request or with the approval of the company, or primarily in furtherance of the interests of the company, provided that the acts, omissions or alleged acts or omissions upon which such actual or threatened actions, proceedings or claims are based did not constitute willful misconduct or gross negligence. The limited liability company agreements of 90210 LLC, Andiamo’s O’Hare, LLC, Blue Bonnet Security, LLC, Canopy Brand Management LLC, Compris Hotel LLC, Conrad Management LLC, Curio Brand Management LLC, Curio Management LLC, Doubletree LLC, Doubletree Management LLC, Embassy Equity Development LLC, Embassy Suites Management LLC, Embassy Syracuse Development LLC, Hampton Inns LLC, Hampton Inns II-9
Management LLC, Hilton Chicago Beverage I LLC, Hilton Chicago Beverage II LLC, Hilton Chicago Beverage III LLC, Hilton Chicago Beverage IV LLC, Hilton Corporate Director LLC, Hilton Domestic Franchise LLC, Hilton Domestic Management LLC, Hilton El Con Management LLC, Hilton El Con Operator LLC, Hilton Electronic Distribution Systems, LLC, Hilton Franchise Holding LLC, Hilton Garden Inns Management LLC, Hilton Honors Worldwide LLC, Hilton Illinois Holdings LLC, Hilton Inns LLC, Hilton Management LLC, Hilton Recreation LLC, Hilton Supply Management LLC, Hilton Systems, LLC, Hilton Systems Solutions, LLC, Hilton Worldwide Finance LLC, Hilton Worldwide Parent LLC, HLT Audubon LLC, HLT Conrad Domestic LLC, HLT Domestic JV Holdings LLC, HLT ESP International Franchise LLC, HLT ESP International Manage LLC, HLT ESP Manage LLC, HLT Existing Franchise Holding LLC, HLT Franchise II Borrower LLC, HLT HQ SPE LLC, HLT HSM Holding LLC, HLT HSS Holding LLC, HLT JV Acquisition LLC, HLT Lifestyle International Franchise LLC, HLT Lifestyle International Manage LLC, HLT Lifestyle Manage LLC, HLT Memphis Data LLC, HLT Owned II Holding LLC, HLT Owned II-A Borrower LLC, HLT Palmer LLC, Home2 Brand Management LLC, Home2 Management LLC, Homewood Suites Management LLC, HTGV,Innvision, LLC, Innvision,LXR Management LLC, Motto Management LLC, Promus Hotels Florida LLC, Promus Hotels LLC, Promus Hotels Parent LLC, Promus OperatingSignia Hotel Management LLC, Samantha HotelTapestry Management LLC, Tru Brand Management LLC, WA Collection International, LLC and Waldorf=Astoria Management LLC provide that the company shall indemnify and hold harmless the members, their affiliates and subsidiaries, and all officers, directors, partners, employees, and agents of any of the foregoing to the full extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities, joint and several, expenses of any nature (including attorneys’ fees and disbursements), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the indemnified person may be involved, or threatened to be involved as a party or otherwise, arising from, or in connection with, the performance of any action by such indemnified person for, on behalf of, or otherwise in connection with, the company. II-7
The limited liability company agreement of 90210 Management Company, LLC provides that the company shall indemnify the officers, directors, employees, agents and controlling persons, on request by the indemnified party, and hold each of them harmless to the full extent permitted by law from and against all losses, costs, damages, liabilities, and expenses (including reasonable costs of suit and attorney’s fees), any indemnified person may incur as an officer or member of the company or as a controlling person of such member, in performing the obligations of an officer or member with respect to the company, as the case may be, including any matter arising out of or resulting from the indemnified person’s own simple, partial, or concurrent negligence, except for any such loss, cost, liability, damage or expense primarily attributable to the indemnified person’s reckless disregard of fiduciary duties, gross negligence, willful misconduct, or fraud. The limited liability company agreements of EJP LLC and Embassy Development LLC provide that the company shall, to the fullest extent permitted by applicable law, indemnify and hold harmless each member and officer, in each case in his, her or its capacity as such, any affiliate of a member or officer and any entity of which an officer is an officer, director, shareholder, partner, member, employee, trustee, executor, representative or agent, or any affiliate, officer, director, shareholder, partner, member, manager, employee, representative or agent of any of the foregoing (any of the foregoing, a “Covered Person” as used in this paragraph) from and against any and all liabilities, obligations, losses, damages, fines, taxes and interest and penalties thereon (other than taxes based on fees or other compensation received by such Covered Person from the company), claims, demands, actions, suits, proceedings (whether civil, criminal, administrative, investigative or otherwise), costs, expenses and disbursements (including reasonable and documented legal and accounting fees and expenses, costs of investigation and sums paid in settlement) of any kind or nature whatsoever which may be imposed on, incurred by or asserted at any time against such Covered Person in connection with the business or affairs of the company or its controlled affiliates or the activities of such Covered Person on behalf of the company; provided, that indemnification thereunder and the advancement of expenses thereunder shall be recoverable only from the assets of the company and not from assets of the member. The limited liability company agreementsagreement of Hilton Beverage LLC provideprovides that to the fullest extent permitted by applicable law, the company shall indemnify and hold harmless each member, director and officer,
II-10
in each case in his or its capacity as such, any affiliate of a member, manager, or officer, and any person of which a director or officer is an officer, director, shareholder, partner, member, employee, trustee, executor, representative or agent, or any affiliate, officer, director, shareholder, partner, member, manager, employee, representative, or agent of any of the foregoing from and against any and all liabilities, obligations, losses, damages, fines, taxes and interest and penalties thereon (other than taxes based on fees or other compensation received by such indemnified person from the company), claims, demands, actions, suits, proceedings (whether civil, criminal, administrative, investigative or otherwise), costs, expenses and disbursements (including reasonable and documented legal and accounting fees and expenses, costs of investigation and sums paid in settlement) of any kind or nature whatsoever which may be imposed on, incurred by or asserted at any time against such indemnified person in connection with the business or affairs of the company or its controlled affiliates or the activities of such indemnified person on behalf of the company. The limited liability company agreement of Conrad International Manage (CIS) LLC, HHC BC Orlando, LLC, HIC First LLC, HIC Holdings LLC, HIC Hotels U.S.A. LLC, HIC Second LLC, Hilton International Holding LLC, Hilton San Diego LLC, HPP Hotels USA LLC and HPP International LLC state that the company shall indemnify the member, director or officer (and any manager, employee, representative, agent, or affiliate of the company and any officer, director, manager, general partner, employee, representative, agent, or affiliate of the member in the case of HHC BC Orlando, LLC) against any loss, damage or claim incurred by reason of any act or omission performed or omitted by such indemnified person in good faith on behalf of the company and in a manner reasonably believed to be within the scope of the authority conferred on such person, except that such person will be liable for any such loss damage or claim incurred by reason of such person’s gross negligence or willful misconduct. The limited liability company agreementsagreement of Lockwood Palmer House, LLC and Potter’s Bar Palmer House, LLC statestates that the company shall indemnify and hold harmless all officers of the company and the members of the management committee to the full extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities, joint and several, expenses of any nature (including attorneys’ fees and disbursements), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the indemnified person may be involved or threatened to be involved as a party or otherwise, relating to the performance or nonperformance of any act concerning the activities of the company, if (i) the indemnified person acted in a manner it believed to be in, or not contrary to, the best interests of the company, and (ii) the indemnified person’s conduct did not constitute gross negligence or willful misconduct. (g) The following entity is incorporated under the laws of the State of Florida: Florida Conrad International Corp. (the “Florida Corporation”). Florida Business Corporation Act Section 607.0850(1) of the Florida Business Corporation Act provides that a Florida corporation shall have the power to indemnify any person who was or is a party to any proceeding (other than an action by, or in the right of, the corporation), by reason of the fact that he is or was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee, or agent of II-8
another corporation, partnership, joint venture, trust, or other enterprise against liability incurred in connection with such proceeding, including any appeal thereof, if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any proceeding by judgment, order, settlement, or conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in, or not opposed to, the best interests of the corporation or, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful. Section 607.0850(2) of the Florida Business Corporation Act provides that a Florida corporation shall have the power to indemnify any person, who was or is a party to any proceeding by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or II-11
agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses and amounts paid in settlement not exceeding, in the judgment of the board of directors, the estimated expense of litigating the proceeding to conclusion, actually and reasonably incurred in connection with the defense or settlement of such proceeding, including any appeal thereof. Such indemnification shall be authorized if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, except that no indemnification shall be made under that subsection in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable unless, and only to the extent that, the court in which such proceeding was brought, or any other court of competent jurisdiction, shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper. Section 607.0850607.0850(3) of the Florida Business Corporation Act further provides that: (i)that to the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any proceeding referred to in subsection (1) or subsection (2), or in defense of any claim, issue, or matter therein, he or she shall be indemnified against expenses actually and reasonably incurred by him or her in connection therewith; and (ii)therewith. Section 607.0850(4) of the Florida Business Corporation Act provides that any indemnification under subsection (1) or subsection (2), unless pursuant to a determination by a court, shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee, or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in subsection (1) or subsection (2). Such determination shall havebe made: (a) by the powerboard of directors by a majority vote of a quorum consisting of directors who were not parties to purchasesuch proceeding; (b) if such a quorum is not obtainable or, even if obtainable, by majority vote of a committee duly designated by the board of directors (in which directors who are parties may participate) consisting solely of two or more directors not at the time parties to the proceeding; (c) by independent legal counsel (i) selected by the board of directors prescribed in paragraph (a) or the committee prescribed in paragraph (b), or (ii) if a quorum of the directors cannot be obtained for paragraph (a) and maintain insurance on behalfthe committee cannot be designated under paragraph (b), selected by majority vote of the full board of directors (in which directors who are parties may participate); or (d) by the shareholders by a majority vote of a quorum consisting of shareholders who were not parties to such proceeding or, if no such quorum is obtainable, by a majority vote of shareholders who were not parties to such proceeding. Section 607.0850(5) of the Florida Business Corporation Act provides that evaluation of the reasonableness of expenses and authorization of indemnification shall be made in the same manner as the determination that indemnification is permissible. However, if the determination of permissibility is made by independent legal counsel, persons specified by subsection (4)(c) above shall evaluate the reasonableness of expenses and may authorize indemnification. II-9
Unless the corporation’s articles of incorporation provide otherwise, notwithstanding the failure of a corporation to provide indemnification, and despite any contrary determination of the board or of the shareholders in the specific case, a director, officer, employee, or agent of the corporation againstwho is or was a party to a proceeding may apply for indemnification or advancement of expenses, or both, to the court conducting the proceeding, to the circuit court, or to another court of competent jurisdiction. On receipt of an application, the court, after giving any liability asserted against himnotice that it considers necessary, may order indemnification and advancement of expenses, including expenses incurred in seeking court-ordered indemnification or her oradvancement of expenses, if the conditions in Section 607.0850(9) are met. Florida law allows expenses incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liabilities under Section 607.0850. The Florida Business Corporation Act requires that a director,an officer or employee be indemnified for actual and reasonable expenses (including attorneys’ fees) to the extent that he or she has been successful on the merits or otherwisedirector in the defense of any proceeding. Florida law also allows expenses of defending a proceeding to be advanced by a corporation before the final disposition of the proceedings,proceeding, provided that the officer director or employeedirector undertakes to repay such advance if it is ultimately determined that indemnification is not permitted. Florid law allows expenses incurred by other employees and agents in defending a proceeding to be advanced upon such terms or conditions that the board of directors deems appropriate.
The Florida Business Corporation Act states that the indemnification and advancement of expenses provided pursuant to Section 607.0850 is not exclusive and that indemnification and advancement of expenses may be provided by a corporation pursuant to other means, including agreements or bylaw provisions. Florida law prohibits indemnification or advancement of expenses, however, if a judgment or other final adjudication establishes that the actions or omissions to act of a director, officer, employee or agent constitute (i) a violation of criminal law, unless he or she had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful; (ii) a transaction from which such person derived an improper personal benefit; (iii) willful misconduct or conscious disregard for the best interests of the corporation in the case of a derivative action or a proceeding by or in the right of a shareholder, or (iv) in the case of a director, a circumstance under which the liability provisions of Section 607.0834 of the Florida Business Corporation Act (relating to the liability of directors for unlawful distributions) are applicable. The Florida Business Corporation Act provides that the corporation shall have the power to purchase and maintain insurance on behalf of a director, officer, employee or agent of the corporation or someone who is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against him or her or incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liabilities under Section 607.0850. Organizational Documents of the Florida Corporation The articles of incorporation of the Florida Corporation provide that the corporation shall, to the fullest extent permitted by the provisions of the Florida Business Corporation Act, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said provisions from and against any and all of the expenses, liabilities or other matters referred to in or covered by said provisions, which indemnification is not exclusive of any other rights to which the indemnitee may be entitled under the corporation’s bylaws, vote of shareholders or disinterested directors, or otherwise, both as to action of the indemnitee in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be ana director, officer, director, employee or agent of the corporation and inures to the benefit of such indemnitee’s heirs, executors and administrators. The bylaws of the Florida Corporation provide that the corporation shall indemnify to the maximum extent permitted by law any person who was or is a party or is threatened to be made a party to any threatened, pending II-12
or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed II-10
to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or preceding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, has reasonable cause to believe that his or her conduct was unlawful. The bylaws also provide that the corporation shall indemnify to the maximum extent permitted by law any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit. The indemnitee must have acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation. No indemnification may be made in respect of any claim, issue or matter as to which such person is adjudged to be liable to the corporation unless and only to the extent that the court in which such action or suit was brought determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court deems proper. To the extent that a director or officer of the corporation shall be successful on the merits or otherwise in defense of any action, suit or proceeding referred to in the foregoing two paragraphs, or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorney’s fees) actually and reasonably incurred by him or her in connection therewith. Any indemnification under the foregoing two paragraphs (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the foregoing two paragraphs. Such determination must be made (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, (ii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (iii) by the stockholders. The corporation must cause such determination to be made if so requested by any person indemnifiable under the bylaws of the corporation. Expenses (including attorneys’ fees) incurred by any officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding must be paid by the corporation in advance of the final disposition of such action, suit or proceeding, upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation under the bylaws of the corporation. The indemnification and advancement of expenses provided by or pursuant to the bylaws, will not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his or her official capacity, and as to action in another capacity while holding such office. The indemnification and advancement of expenses provided by or granted pursuant to the bylaws, unless otherwise provided when authorized or ratified, continues as to a person who has ceased to be an officer or director of the corporation and inures to the benefit of such indemnitee’s heirs, executors, and administrators. The corporation shall be required to indemnify a person in connection with an action, suit or proceeding (or part thereof) initiated by such person only if the action, suit or proceeding (or part thereof) was authorized by the board of directors of the corporation. (h) The following entities are incorporated under the laws of the State of Kansas: Embassy Suites Club No. 1, Inc. and Hotel Clubs of Corporate Woods, Inc. (collectively, the “Kansas Corporations”). II-11
Kansas General Corporation Code The Kansas General Corporation Code, as amended (the “Kansas General Corporation Code”), Chapter 17, Articles 60 to 74 of the Kansas Statutes Annotated, provides in K.S.A.17-6305(a) that a corporation shall have II-13
power to indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses including attorney fees judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful. The Kansas General Corporation Code provides in K.S.A.17-6305(b) that a corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses including attorney fees actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the district court or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the district court or the court shall deem proper. The Kansas General Corporation Code provides in K.S.A.17-6305(c) that to the extent that a present or former director, officer, employee or officeragent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of K.S.A.17-6305, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses including attorney fees actually and reasonably incurred by such person in connection therewith.therewith, including attorney fees. The Kansas General Corporation Code provides in K.S.A.17-6305(d) that any indemnification under subsections (a) and (b) of K.S.A.17-6305, unless ordered by a court, shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of K.S.A.17-6305. Such determination shall be made, with respect to a person who is a director or officer of the corporation at the time of such determination: (1) by a majority vote of the directors who were not parties to such action, suit or proceeding, even though less than a quorum; (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum; (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion; or (4) by the stockholders. The Kansas General Corporation Code provides in K.S.A.17-6305(e) that expenses, including attorney fees, incurred by ana director or officer or director of the corporation in defending any civil, criminal, administrative or II-12
investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shallis ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in K.S.A.17-6305. Such expenses, including attorney fees, incurred by former directors and officers II-14
or other employees and agents of the corporation may be so paid upon such terms and conditions, if any, as corporationthe board of directors deems appropriate. The Kansas General Corporation Code provides in K.S.A.17-6305(f) that the indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of K.S.A.17-6305 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in a person’s official capacity and as to action in another capacity while holding such office. A right to indemnification or to advancement of expenses arising under a provision of the articles of incorporation or a bylaw shall not be eliminated or impaired by an amendment to articles of incorporation or bylaws after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought, unless the provision in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such action or omission has occurred. The Kansas General Corporation Code provides in K.S.A.17-6305(g) that a corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of K.S.A.17-6305. Organizational Documents of the Kansas Corporations Neither the articles of incorporation nor theby-laws of Embassy Suites Club No. 1, Inc. provide for indemnification of its directors or officers. The articles of incorporation of Hotel Clubs of Corporate Woods, Inc. provide that the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), by reason of the fact that he or she is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful. The corporation shall indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee or officeragent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit, if he or she II-13
acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation. No indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the corporation unless and only to the extent that the court in which such action or suit is brought determines that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expense which the court shall deem proper. Any indemnification under the foregoing two paragraphs (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of II-15
conduct set forth in the foregoing two paragraphs. Such determination shall be made (i) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, (ii) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the stockholders. The board of directors of the corporation may authorize the corporation to pay expenses incurred in defending a civil or criminal action, suit or proceeding in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay such amount unless it is ultimately determined that he or she is entitled to be indemnified by the corporation as authorized under the articles of incorporation of the corporation. The corporation’s indemnification obligation under the articles of incorporation is not exclusive of any other rights to which the indemnitee may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise, both as to action of the indemnitee in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be an officer, director, employee or agent of the corporation and inures to the benefit of such indemnitee’s heirs, executors and administrators. The bylaws of Hotel Clubs of Corporate Woods, Inc. provide that the corporation shall indemnify and advance expenses to each person who is or was a director or officer of the Corporation,corporation, or is or was serving at the request of the corporation as a director or officer of any other corporation, limited liability company, partnership, joint venture, trust or employee benefit plan (“Other Enterprise”), to the full extent permitted by Kansas laws. The corporation shall indemnify each person who has been or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or appellate, other than an action by or in the right of the corporation, by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of any Other Enterprise, against all liabilities and expenses, including, without limitation, judgments, fines, amounts paid in settlement (provided that such settlement and all amounts paid in connection therewith are approved in advance by the corporation using the determination procedures described below, which approval shall not be unreasonably withheld or delayed), attorneys’ fees, ERISA excise taxes or penalties, and other expenses actually and reasonably incurred by such person in connection with such action, suit or proceeding (including without limitation, the investigation, defense, settlement or appeal of such action, suit or proceeding). Such person must have acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. However, the corporation shall not be required to indemnify or advance expenses to any such person or persons seeking indemnification or advancement of expenses in connection with an action, suit or proceeding initiated by such person or persons (including, without limitation, any cross-claim or counterclaim initiated by such person or persons) unless the initiation of such action, suit or proceeding was authorized by the board of directors of the corporation. The termination of any such action, suit, or proceeding by judgment, order, settlement, conviction or under a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith II-14
and in a manner which such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, that such person had reasonable cause to believe that such person’s conduct was unlawful. The corporation shall indemnify each person who has been or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding by or in the right of the corporation to procure judgment in its favor by reason of the fact that such person is or was a director or officer of the corporation or is or was serving at the corporation’s request as a director or officer of any Other Enterprise against all expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action, suit or proceeding (including, without limitation, the investigation, defense, settlement or appeal of such action, suit or proceeding) if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation. No indemnification may be made under this paragraph in respect of any claim, issue or matter as to which such person is adjudged to be liable to the corporation unless and only to the extent that the court in which the action, suit or proceeding was brought determines that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court deems proper. II-16
Notwithstanding the other requirements of the bylaws, to the extent a person who is or was serving as a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of any Other Enterprise, is successful on the merits or otherwise in defense of any action, suit or proceeding referred to in the foregoing two paragraphs (including the dismissal of any such action, suit or proceeding without prejudice), or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith. Prior to indemnifying a person pursuant to the bylaws, unless ordered by a court and except as otherwise provided in the foregoing paragraph, the corporation shall determine that such person has met the applicable standard of conduct entitling such person to indemnification. Such determination is made (i) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding, (ii) if such quorum is not obtainable, or even if obtainable, if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the stockholders. Such determination shall be final and binding upon the corporation. However, if such determination is adverse to the person or persons to be indemnified under the bylaws, such person or persons have the right to maintain an action in any court of competent jurisdiction against the corporation to determine whether or not such person has met the requisite standard of conduct and is entitled to such indemnification under the bylaws. If such court action is successful and the person or persons are determined to be entitled to such indemnification, such person or persons shall be reimbursed by the corporation for all fees and expenses (including attorneys’ fees) actually and reasonably incurred in connection with any such action (including, without limitation, the investigation, defense, settlement or appeal of such action). Expenses (including attorneys’ fees) actually and reasonably incurred by a person who may be entitled to indemnification under the bylaws in defending an action, suit or proceeding, whether civil, criminal, administrative, investigative or appellate, shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that such person is not entitled to indemnification by the corporation. No advance shall be made by the corporation if a determination is reasonably and promptly made, according to the procedures set forth in the foregoing paragraph, that, based upon the facts known to the board of directors, independent legal counsel or stockholders at the time such determination is made, such person acted in bad faith and in a manner that such person did not believe to be in or not opposed to the best interests of the corporation, or, with respect to any criminal proceeding, that such person believed or had reasonable cause to believe such person’s conduct was unlawful. In no even shall any advancement of expenses be made in instances where the board of directors, independent legal counsel or stockholders reasonably determines that such person intentionally breached such person’s duty to the corporation or its stockholders. II-15
The indemnification and advancement of expenses provided by or granted pursuant to the bylaws are not exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any statute, the articles of incorporation, the bylaws, agreement, vote of stockholder or disinterested directors, policy of insurance or otherwise, both as to action in their official capacity and as to action in another capacity while holding their respective offices, and shall not limit in any way any right which the corporation may have to make additional indemnifications with respect to the same or different persons or classes of persons. The corporation’s indemnification obligation continues as to a person who has ceased to be an officer or director of the corporation and inures to the benefit of such indemnitee’s heirs, executors and administrators. (i) Embassy Suites Club No. Three, Inc. (the “Louisiana Corporation”) is a corporation incorporated under the law of the State of Lousiana.Louisiana. Louisiana Business Corporation Act Sections1-851 and1-856(A) of the Louisiana Business Corporation Act (“LBCA”) give Louisiana corporations broad powers to indemnify their present and former directors and officers against judgements,judgments, settlements, penalities,penalties, fines, or reasonable expenses incurred in the defense of any lawsuit to which they are a party if (1) the director or officer acted in good faith and reasonably believed either (a)(i) in the case of conduct in an official capacity, that the director or officer’s conduct was atleastin the best interests of the corporation or (ii) in all other cases, that the director or officer’s conduct was at least not opposed to the best interests of the corporation, and (b) in the case of any criminal proceeding, the director or officer had no reasonable cause to believe their conduct was unlawful, and if (2) the director or officer engaged in conduct for which braoderbroader indemnification has been made permissible or mandatory under a provision of the articles of incorporation and II-17
under which monetary liability to the corporation or its shareholders has been eliminated.Section 1-852 and1-856(B) of the LBCA require Louisiana corporations to indemnify directors and officers who were wholly succesful,successful, on the merits or otherwise, in the defense of any proceeding to which the director or officer was a party because he or she was a director or officer of the corporation against expenses incurred by the director or officer in connection with the proceeding.Section 1-857 of the LBCA authorizes Louisiana corporations to purchase and maintain insurance on behalf of any current or former director or officer to protect against liability asserted against or incurred by the director or officer in that capacity or arising from their status as a director or officer.Section 1-858(F) of the LBCA also gives Louisiana corporations broad powers to indemnify or maintain insurance on behalf of an employee or agent of the corporation. Organizational Documents of the Louisiana Corporation The bylaws of Embassy Suites Club No. Three, Inc.the Louisiana Corporation provide that the corporation shall indemnify, in the manner and to the full extent permitted by law, any person (or the estate of any person) who was or is a party to, or is threatened to be made a party to, any threatened, pending or completed action, suit or proceeding, whether or not by or in the right of the corporation, and whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. Where required by law, the indemnification provided for in the bylaws shall be made only as authorized in the specific case upon a determination, in the manner provided by law, that indemnification of the director or officer is proper in the circumstances. To the full extent permitted by law, the indemnification provided under the bylaws shall include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement, and, in the manner provided by law, any such expenses may be paid by the corporation in advance of the final disposition of such action, suit or proceeding. The corporation’s indemnification obligation is in addition to any other rights to which an indemnitee may be entitled under any agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office. II-16
(j) International Rivercenter Lessee, L.L.C. is a limited liability company organized under the laws of the State of Louisiana (the “Louisiana Limited Liability Company”). Louisiana Limited Liability Company Act Section 1315 of the Louisiana Limited Liability Company Act states that the articles of organization or a written operating agreement of a Louisiana limited liability company may provide for indemnification of a member or members, or a manager or managers, for judgments, settlements, penalties, fines, or expenses incurred because he or she is or was a member or manager. Organizational Documents of the Louisiana Limited Liability Company The limited liability company agreement of International Rivercenter Lessee, L.L.C.the Louisiana Limited Liability Company provides that the limited liability company shall indemnify and hold harmless its members, their affiliates and subsidiaries, and all officers, directors, partners, employees, and agents of the foregoing to the full extent permitted by law from and against all losses, claims, demands, costs, damages, liabilities, joint and several, expenses of any nature (including attorneys’ fees and disbursements), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the indemnitee may be involved, or threatened to be involved as a party or otherwise, arising from, or in connection with, the performance of any action by such indemnitee for, on behalf of, or otherwise in connection with, the limited liability company. (k) The following entity is incorporated under the laws of the State of Massachusetts: DTM Cambridge, Inc. II-18
Massachusetts Business Corporation Act
Section 8.51 of the Massachusetts Business Corporation Act, under which DTM Cambridge, Inc. is governed, provides that a corporation may indemnify a director who is a party to a proceeding because he is a director against liability incurred in the proceeding if (1)(i) he conducted himself in good faith, (ii) he reasonably believed that his conduct was in the best interests of the corporation or that his conduct was at least not opposed to the best interests of the corporation, and (iii) in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful; or (2) he engaged in conduct for which he shall not be liable under a provision of the corporation’s articles of organization, as authorized by Section 2.02(b)(4) of the Massachusetts Business Corporation Act. Section 8.52 of the Massachusetts Business Corporation Act requires corporations to indemnify any director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he was a party because he was a director of the corporation against reasonable expenses incurred by him in connection with the proceeding.
Section 8.53 of the Massachusetts Business Corporation Act provides that, before the final disposition of a proceeding, a corporation may advance funds to pay for or reimburse the reasonable expenses incurred by a director who is party to such proceeding because he is a director if he delivers to the corporation (a) a written affirmation of his good faith belief that he has met the relevant standard of conduct described in Section 8.51 or that the proceeding involves conduct for which liability has been eliminated pursuant to Section 2.02 of the Massachusetts Business Corporation Act and (b) a written undertaking with an unlimited general obligation of the director to repay any funds advanced if he is not entitled to mandatory indemnification under Section 8.52 and it is ultimately determined, under Section 8.54 or Section 8.55 that he does not meet the relevant standard of conduct described in Section 8.51.
Section 8.56 of the Massachusetts Business Corporation Act provides that a corporation may indemnify and advance expenses to an officer of the corporation who is a party to a proceeding because he is an officer of the corporation to the same extent as a director, and, if he is an officer but not a director, to such further extent as may be provided by the articles of organization, the bylaws, a resolution of the board of directors or contract, except for liability arising out of acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law. Section 8.56 also provides that an officer of the corporation who is not a director is entitled to mandatory indemnification under Section 8.52, and that the officer may apply to a court for indemnification or an advance for expenses, in each case to the same extent to which a director may be entitled to indemnification or advance under those provisions.
Section 2.02 of the Massachusetts Business Corporation Act provides that the articles of organization of a corporation may contain a provision eliminating or limiting the personal liability of a director to the corporation for monetary damages for breach of a fiduciary duty as a director notwithstanding any provision of law imposing such liability; provided, however, that such provision shall not eliminate or limit the liability of a director (1) for any breach of the director’s duty of loyalty to the corporation or its shareholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) for improper distributions under Sections 6.40 of the Massachusetts Business Corporation Act or (4) for any transaction from which the director derived an improper personal benefit.
Organizational Documents of DTM Cambridge, Inc.
The bylaws of DTM Cambridge, Inc. provide for indemnification of officers and directors as follows:
The bylaws of DTM Cambridge, Inc. provide that the corporation may indemnify any and all of its directors and officers or former directors and officers against expenses incurred by them, including legal fees, or judgments or penalties rendered or levied against any such person in a legal action brought against any such person for actions or omissions alleged to have been committed by any such person while acting within the scope of his or her employment as a director or officer of the corporation. The board of directors must determine in
II-19
good faith that such person did not act, fail to act, or refuse to act willfully or with gross negligence or with fraudulent or criminal intent in regard to the matter involved in the action.
The rights conferred in DTM Cambridge, Inc.’s articles of organization and the bylaws are not exclusive. DTM Cambridge, Inc. has a directors and officers liability policy that insures the directors and officers against certain liabilities which they may incur as directors or officers of DTM Cambridge, Inc.
(l) Chesterfield Village Hotel, LLC is a limited liability company organized under the laws of the State of Missouri (the “Missouri Limited Liability Company”).
Missouri Limited Liability Company Act The Missouri Limited Liability Company Act (the “Missouri Limited Liability Company Act”), Sections 347.010 to 347.187 of the Revised Statutes of Missouri, provides in Section 347.057, RSMo., that a person who is a member, manager, or both, of a limited liability company is not liable, solely by reason of being a member or manager, or both, under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the limited liability company, whether arising in contract, tort or otherwise or for the acts or omissions of any other member, manager, agent or employee of the limited liability company. The Missouri Limited Liability Company Act provides in Section 347.088.1, RSMo., that except as otherwise provided in the operating agreement an authorized person shall discharge his or her duty under the Missouri Limited Liability Company Act and the operating agreement in good faith, with the care a corporate officer of like position would exercise under similar circumstances, in the manner a reasonable person would believe to be in the best interest of the limited liability company, and shall not be liable for any such action so taken or any failure to take such action, if he or she performs such duties in compliance with such subsection. The Missouri Limited Liability Company Act provides in Section 347.088.2, RSMo., that to the extent that, at law or equity, a member or manager or other person has duties, including fiduciary duties, and liabilities relating to those duties to the limited liability company or to another member, manager, or other person that is party to or otherwise bound by an operating agreement: (1) any such member, manager, or other person acting under the operating agreement shall not be liable to the limited liability company or to any such other member, manager, or other person for the member’s, manager’s, or other person’s good faith reliance on the provisions of the operating agreement; and (2) the member’s, manager’s or other person’s duties and liabilities may be expanded or restricted by provision in the operating agreement. The Missouri Limited Liability Company Act is silent with respect to the limits of a limited liability company’s ability to provide for the indemnification of its officers and managers in its operating agreement. II-17
Organizational Documents of the Missouri Limited Liability Company The limited liability company agreement of the Missouri Limited Liability Company provides that the limited liability company shall indemnify and hold harmless its members, their affiliates and subsidiaries, and all officers, directors, partners, employees, and agents of the foregoing to the full extent permitted by law from and against all losses, claims, demands, costs, damages, liabilities, joint and several, expenses of any nature (including attorneys’ fees and disbursements), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the indemnitee may be involved, or threatened to be involved as a party or otherwise, arising from, or in connection with, the performance of any action by such indemnitee for, on behalf of, or otherwise in connection with, the limited liability company. (m) The following entities are incorporated under the laws of the State of Nevada: Conrad International (Egypt) Resorts Corporation Conrad International (Indonesia) Corporation and Conrad International Investment (Jakarta)(Indonesia) Corporation (collectively, the “Nevada Corporations”). II-20
Nevada Revised Statutes Pursuant to subsection 1 of Section 78.7502 of the Nevada General Corporation Law (the “NVGCL”), corporations have authority to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with the action, suit or proceeding if he or she is not liable pursuant to Section 78.138 of the NVGCL or if he or she acted in good faith and in a manner that he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person is liable pursuant to Section 78.138 of the NVGCL or did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, or that, with respect to any criminal action or proceeding, he or she had reasonable cause to believe that the conduct was unlawful. Pursuant to subsection 2 of Section 78.7502 of the NVGCL, corporations also have the authority to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation, to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust of other enterprise against expenses, including amounts paid in settlement, and attorneys’ fees actually and reasonably incurred by him or her in connection with the defense or settlement of the action or suit if he or she is not liable pursuant to Section 78.138 of the NVGCL or if he or she acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation. No indemnification shall be made, however, for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines that in view of all the circumstances, such person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. Section 78.751 of the NVGCL requires Nevada corporations to obtain a determination that any discretionary indemnification of the director, officer, employee or agent is proper under the circumstances. Such a II-18
determination must be made (i) by the corporation’s stockholders; (ii) by its board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding; or (iii) by independent legal counsel in a written opinion if a majority vote of a quorum consisting of those directors who are entitled to vote on the matter so orders, or if a quorum consisting of those directors who are entitled to vote on the matter cannot be obtained. Organizational Documents of the Nevada Corporations The articles of incorporation of the Nevada Corporations provide that the corporation shall, to the fullest extent permitted by the General Corporation Law of the State of Nevada, indemnify any and all persons whom it shall have power to indemnify under said law from and against any and all of the expenses, liabilities or other matters referred to in or covered by said law, and the indemnification provided for in the articles will not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in their official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. The bylaws of each of the Nevada Corporations provide that the corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and that, with respect to any criminal action or proceeding, he or she had reasonable cause to believe that his or her conduct was unlawful. II-21
The bylaws of each of the Nevada Corporations also provide that the corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit. The indemnitee must have acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation. No indemnification may be made in respect of any claim, issue or matter as to which such person has been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the corporation unless and only to the extent that the court in which such action or suit was brought determines that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. To the extent that a director, officer, employee or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in the foregoing two paragraphs, or in defense of any claim, issue or matter therein, he or she shall be indemnified by the corporation against expenses (including attorney’s fees) actually and reasonably incurred by him or her in connection therewith. Any II-19
indemnification under the foregoing two paragraphs (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the foregoing two paragraphs. Such determination must be made (i) by the stockholders, (ii) by the board of directors of the corporation by a majority vote of a quorum consisting of directors who were not parties to such act, suit or proceeding, or (iii) if such a quorum of disinterested directors cannot be obtained or if such a quorum of disinterested directors so orders, by independent legal counsel in a written opinion. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding as authorized by the board of directors in the specific case upon receipt of an undertaking by or on behalf of such director, officer, employee or agent to repay such amount unless it is ultimately determined that he or she is entitled to be indemnified by the corporation under the bylaws of the corporation. The indemnification provided by the bylaws of the corporation shall continue as to a person who has ceased to be an officer, director, employee or agent of the corporation and inures to the benefit of such indemnitee’s heirs, executors, and administrators. Additionally, the indemnification provided by the bylaws of the corporation does not exclude any other rights to which a person seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterred directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office. (n) Bally’s Grand Property Sub I, LLC, Conrad International (Belgium) LLC, Hilton Holdings, LLC, Hilton Hospitality, LLC and Hilton Illinois, LLC are limited liability companies organized under the laws of the State of Nevada (collectively, the “Nevada Limited Liability Companies”). Nevada Revised Statutes Under Section 86.411 of Nevada’s Limited Liability Company Act, a limited liability company may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the company, by reason of the fact that he or she is or was a manager, member, employee or agent of the company, or is or was serving at the request of the company as a manager, member, employee or agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorney’s fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with the action, suit or proceeding if he or she acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the company, and, with respect to any criminal action or proceeding, had no II-22
reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the limited liability company, and that, with respect to any criminal action or proceeding, he or she had reasonable cause to believe that his or her conduct was unlawful. Under Section 86.421 of Nevada’s Limited Liability Company Act, a limited liability company may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the company to procure a judgment in its favor by reason of the fact that the person is or was a manager, member, employee or agent of the company, or is or was serving at the request of the company as a manager, member, employee or agent of another limited-liability company, corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by the person in connection with the defense or settlement of the action or suit if the person acted in good faith and in a manner in which he or she reasonably believed to be in or not opposed to the best interests of the company. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after II-20
exhaustion of all appeals therefrom, to be liable to the company or for amounts paid in settlement to the company, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. Pursuant to Section 86.431 of Nevada’s Limited Liability Company Act, to the extent that a manager, member, employee or agent of a limited liability company has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in the foregoing two paragraph or in defense of any claim, issue or matter therein, the company shall indemnify him or her against expenses, including attorney’s fees, actually and reasonably incurred by him or her in connection with the defense. Any indemnification under the foregoing two paragraphs, unless ordered by a court or advanced pursuant to Section 86.441 of Nevada’s Limited Liability Company Act, may be made by the limited liability company only as authorized in the specific case upon a determination that indemnification of the manager, member, employee or agent is proper in the circumstances. The determination must be made (i) by the members or managers as provided in the articles of organization or the operating agreement; (ii) if there is no provision in the articles of organization or the operating agreement, by a majority in interest of the members who are not parties to the action, suit or proceeding; or (iii) if a majority in interest of the members who are not parties to the action, suit or proceeding so order or if members who are not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion. Organizational Documents of the Nevada Limited Liability Companies The Articlesarticles of Organizationorganization of Hilton Illinois, LLC and Bally’s Grand Property Sub I, LLC provide that the limited liability company may indemnify any member, manager, officer, employee or agent of the limited liability company to the fullest extent allowed by law. The Operating Agreementoperating agreement of each of Hilton Illinois, LLC and Bally’s Grand Property Sub I, LLC provides that the managing member of the limited liability company shall be entitled to indemnification pursuant to the Articlesarticles of Organization.organization. The Limited Liability Company Agreementlimited liability company agreement of Conrad International (Belgium) LLC provides that the limited liability company shall indemnify and hold harmless the members, their affiliates and subsidiaries, and all officers, directors, partners, employees and agents of any of the foregoing to the fullestfull extent permitted by the General Corporation Law of the State of Nevada, indemnifylaw from and against any and all persons whom it shall have the power to indemnify thereunder, fromlosses, claims, demands, costs, damages, liabilities, joint and against all of theseveral, expenses liabilities or other matters referred to, in, or covered therein, which indemnification shall not be deemed exclusive of any nature (including attorneys’ fees and disbursements), judgments, fines, settlements and other rights toamounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the indemnitee may be entitled under any bylaw, agreement, vote of stockholdersinvolved, or disinterested directorsthreatened to be involved as a party or otherwise, both as toarising from, or in connection with, the performance of any action by such indemnitee for, or on behalf of, or otherwise in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a II-23
director, officer, employee or agent and shall inure toconnection with, the benefit of the heirs, executors and administrators of such indemnitee.company.
The Limited Liability Company Agreementlimited liability company agreement of each of Hilton Holdings, LLC, and Hilton Hospitality, LLC provides that the limited liability company shall indemnify and hold harmless the members of the limited liability company, their affiliates and subsidiaries, and all the officers, directors, partners, employees and agents of any of the foregoing to the full extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities, joint and several, expenses of any nature (including attorneys’ fees and disbursements), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which the indemnitee may be involved, or threatened to be involved as a party or otherwise, arising from or in connection with the performance of any action by such indemnitee for, on behalf of, or otherwise in connection with the limited liability company. The limited liability company shall pay the expenses of the managers and members of the limited liability company incurred in defending a civil or criminal action, suit or proceeding as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the managers or II-21
member to repay the amount if it is ultimately determined by a court of competent jurisdiction that he or she is not entitled to be indemnified by the limited liability company. (o) Peacock Alley Service Company, LLC and Washington Hilton, L.L.C. are limited liability companies organized under the laws of the State of New York (collectively, the “New York Limited Liability Companies”). New York Limited Liability Company Law Section 420 of the New York Limited Liability Company Law provides that a limited liability company may indemnify and hold harmless, and advance expenses to, any member, manager or other person, or any testator or intestate of such member, manager or other person, from and against any and all claims and demands whatsoever; provided, however, that no indemnification may be made to or on behalf of any member, manager or other person if a judgment or other final adjudication adverse to such member, manager or other person establishes (a) that his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated or (b) that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled. Organizational Documents of the New York Limited Liability Companies The limited liability company agreement of Peacock Alley Service Company, LLC indemnifies any person who was or is a party defendant or is threatened to be made a party defendant to any pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the company) by reason of the fact that he is or was a member of the company, manager, employee or agent of the company, or is or was serving at the request of the company, against expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding if the members determine that he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the company, and with respect to any criminal action proceeding, has no reasonable cause to believe his or her conduct was unlawful. The limited liability company agreement of Washington Hilton, L.L.C. provides that the company shall indemnify and hold harmless the member, its affiliates and subsidiaries, and all officers, directors, partners, employees, and agents of any of the foregoing to the full extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities, joint and several, expenses of any nature (including attorneys’ fees and disbursements), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the indemnitee may be involved, or threatened to be involved as a party or otherwise, arising from, or in connection with, the performance of any action by such indemnitee for, on behalf of, or otherwise in connection with, the company. II-24
(p) The following entity is incorporated under the laws of the State of Tennessee: Embassy Memphis Corporation (the “Tennessee Corporation”). Tennessee Business Corporation Act
The Tennessee Business Corporation Act in Sections 48-18-502 through 48-18-508, as amended (the “Tennessee Business Corporation Act”), provides that a corporation may indemnify an individual made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if: (a) the individual conducted himself or herself in good faith; (b) the individual reasonably believed (i) in the case of conduct in the individual’s official capacity with the corporation, that the individual’s conduct was in its best interest; and (ii) in all other cases, that the individual’s conduct was at least not opposed to its best interests, and (c) in the case of any criminal proceeding, the individual had no reasonable cause to believe the individual’s conduct was unlawful. Under the Tennessee Business Corporation Act, a corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of the final disposition of the proceeding if: (1) the director furnishes the corporation a written affirmation of the director’s good faith belief that the director has met the standard of conduct described in the preceding sentence; (2) the director furnishes the corporation a written undertaking, executed personally or on the director’s behalf, to repay the advance if it is ultimately determined that the director is not entitled to indemnification; and (3) a determination is made that the facts then known to those making the determination would not preclude indemnification under the Tennessee Business Corporation Act. Unless a corporation’s charter provides otherwise, the corporation may indemnify and advance expenses to an officer, employee or agent of the corporation who is not a director to the same extent as to a director. A corporation may not indemnify a director under the statute (x) in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; or (y) in connection with any other proceeding charging improper personal benefit to the director, whether or not involving action in the director’s official capacity, in which the director was adjudged liable on the basis that personal benefit was improperly received by the director.
Unless limited by its charter, a corporation must indemnify a director or officer who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he or she was a party because he or she is or was a director or officer of the corporation against reasonable expenses incurred by him or her in connection with the proceeding. Notwithstanding the foregoing, unless a corporation’s charter provides otherwise, a court of competent jurisdiction, upon application, may order that a director or officer be indemnified for reasonable expense if, in consideration of all relevant circumstances, the court determines that such individual is fairly and reasonably entitled to indemnification, whether or not the standard of conduct set forth above was met.
A corporation may also purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee or agent of the corporation, or who, while a director, officer, employee or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against liabilities asserted against or incurred by the individual in such capacity or arising from the individual’s status as a director, officer, employee or agent, whether or not the corporation would have the power to indemnify the individual against the same liability under the statute.
Organizational Documents of the Tennessee Corporation
The bylaws of the Tennessee Corporation provide that the corporation shall indemnify every person who was or is a party or is or was threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director, officer or employee of the corporation or, while a director, officer or employee of the corporation, is or was serving at the request of the corporation as a director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including counsel fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, to the full extent permitted by applicable law.
II-25
Expenses incurred by a person who is or was a director or officer of the corporation in appearing at, participating in or defending any such action, suit or proceeding shall be paid by the corporation at reasonable intervals in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation as authorized by the bylaws.
If a claim under the indemnification provision of the bylaws is not paid in full by the corporation within ninety days after a written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the corporation) that the claimant has not met the standards of conduct which make it permissible under applicable law for the corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the corporation.
Neither the failure of the corporation (including its board of directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct set forth in applicable law, nor an actual determination by the corporation (including its board of directors, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.
(q) Embassy Suites Club No. Two, Inc. and SALC, Inc. are corporations incorporated under the laws of the State of Texas (collectively, the “Texas Corporations”).
Texas Business Organizations Code Under the provisions of Chapter 8 of the Texas Business Organizations Code (the “Texas Business Organizations Code”), subject to certain limitations and in addition to other provisions, a Texas corporation may indemnify its directors, officers, employees and agents and maintain liability insurance for those persons. Sections 8.101 and 8.102 of the Texas Business Organizations Code provide that any governing person, former governing person or delegate of a Texas enterprise may be indemnified against judgments and reasonable expenses actually incurred by such person in connection with a proceeding, in which he or she was, is, or is threatened to be made a respondent in a proceeding if it is determined, in accordance with Section 8.103 of the II-22
Texas Business Organizations Code, that: (i) he or she acted in good faith, (ii) he or she reasonably believed (a) in the case of conduct in the person’s official capacity, that the person’s conduct was in the enterprise’s best interests or (b) in any other case, that the person’s conduct was not opposed to the enterprise’s best interests, and (iii) in the case of a criminal proceeding, he or she did not have a reasonable cause to believe that his conduct was unlawful. However, if the person is found liable to the corporation,enterprise, or if the person is found liable on the basis that he improperly received a personal benefit, indemnification under Texas law is limited to the reimbursement of reasonable expenses actually incurred by the person in connection with the proceedings and does not include a judgment, a penalty, a fine, and an excise or similar tax, and no indemnification will be available if the person is found liable for willful or intentional misconduct, breach of the person’s duty of loyalty, or an act or omission not committed in good faith that constitutes a breach of a duty owed by the person to the corporation.enterprise. To limit indemnification, liability must be established by an order and all appeals of the order must be exhausted or foreclosed by law. Section 8.103 of the Texas Business Organizations Code provides that the determination as to whether indemnification should be paid must be made by (i) a majority vote of the disinterested and independent members of the governing authority of the corporation,enterprise, (ii) a majority vote of a committee of the governing authority of the corporationenterprise if the committee is designated by a majority vote of the disinterested and independent members of the governing authority or if such committee is composed solely of disinterested and independent members of the governing authority, (iii) special legal counsel II-26
selected by the governing authority or a committee thereof by vote in accordance with clauses (i) or (ii) of this paragraph, or (iv) the owners of the corporationenterprise (excluding ownership interests held by each governing person who is not disinterested and independent). If a prospective indemnitee is wholly successful in the defense of the proceeding, on the merits or otherwise, or a court determines, in suit for indemnification, that such person is entitled to indemnification, such indemnification is mandatory in accordance with Section 8.051 and Section 8.052 of the Texas Business Organizations Code. In connection with any proceeding in which a prospective indemnitee that makes application to a court for indemnification under Section 8.052 of the Texas Business Organizations Code is (x) found liable because the person improperly received a personal benefit or (y) found liable to the enterprise, indemnification ordered by the court is limited to reasonable expenses actually incurred by the person in connection with the proceeding and will not include a judgment, penalty, fine, or an excise or similar tax. Indemnification may not be made in relation to a proceeding in which such person has been found liable for willful or intentional misconduct in the performance of the person’s duty to the enterprise, breach of the person’s duty of loyalty owed to the enterprise or an act or omission not committed in good faith that constitutes a breach of a duty owed by the person to the enterprise. To limit indemnification, liability must be established by an order and all appeals of the order must be exhausted or foreclosed by law. Organizational Documents of the Texas Corporations The articles of incorporation of Embassy Suites Club No. Two, Inc. provide that the corporation shall indemnify any director, officer or employee or former director, officer or employee of the corporation or any person who may have served at its request as a director, officer or employee of another corporation in which it owns shares of stock, or of which it is a creditor, against expenses actually and necessarily incurred by him or her in any action, suit or proceeding, whether civil or criminal in nature, in which he or she is made party by reason of being or having been such a director, officer or employee (whether or not a director, officer or employee at the time such costs or expenses were incurred by or imposed upon him)him or her), except in relation to the matters as to which he or she shall be adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct. The corporation may also reimburse to any director, officer or employee the reasonable costs of settlement of any such action, suit or proceeding, if it shall be found by a majority of the committee of the directors not involved in the matter in controversy, whether or not a quorum, that it was to the interest of the corporation that such settlement be made and that such director, officer or employee was not guilty of gross negligence or willful misconduct. Such rights of indemnification and reimbursement are not exclusive of any other rights to which such director, officer or employee may be entitled by law or under any bylaw, agreement, vote of shareholders or otherwise. The bylaws of Embassy Suites Club No. Two, Inc. provide that the corporation shall indemnify (i) any present or former director or officer of the corporation and (ii) any person who may have served at the II-23
corporation’s request as a director or officer of another corporation in which the corporation owns or has owned stock or of which it is or has been a creditor, against expenses actually and necessarily incurred by such person, and any amount paid in satisfaction of judgments in connection with any action, suit or proceeding (whether civil or criminal) in which he or she is made a party by reason of being or having been a director or officer (whether or not such at the time the costs or expenses are incurred by or imposed on him)him or her) except in relation to matters as to which he or she shall be adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of duty. The corporation may also reimburse to any such person the reasonable costs of settlement of any such action, suit or proceeding, if it is found by a majority of the board of directors not involved in the matter (whether or not a quorum) that (i) it was in the interests of the corporation to make such settlement and (ii) such person was not guilty of gross negligence or willful misconduct. The rights of indemnification and reimbursement are not exclusive of any other rights to which such person may be entitled by law, bylaw, agreement, shareholders’ vote or otherwise. The bylaws of SALC, Inc. provide that the corporation elects to indemnify all of its present and former directors and officers to the fullest extent permitted by or required by law, promptly upon the request of any such indemnitee making a request for such indemnity. Further, the corporation shall pay or reimburse the reasonable expenses of such persons in advance of the final disposition of any proceeding to the fullest extent permitted by law and subject to the conditions thereof. II-27
Item 21. Exhibits and Financial Statement Schedules. (a) See PageF-1 for an index of the financial statements that are being filed as part of this registration statement on FormS-4. (b) See Page II-175II-27 for a list of exhibits being filed as part of, or incorporated by reference into, this registration statement on FormS-4. Certain agreements filed as exhibits to this registration statement contain representations and warranties that the parties thereto made to each other. These representations and warranties have been made solely for the benefit of the other parties to such agreements and may have been qualified by certain information that has been disclosed to the other parties to such agreements and that may not be reflected in such agreements. In addition, these representations and warranties may be intended as a way of allocating risks among parties if the statements contained therein prove to be incorrect, rather than as actual statements of fact. Accordingly, there can be no reliance on any such representations and warranties as characterizations of the actual state of facts. Moreover, information concerning the subject matter of any such representations and warranties may have changed since the date of such agreements. Item 22. Undertakings. (a) Each of the undersigned registrants hereby undertakes: (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not II-24
exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; (2) that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; (3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; (4) that, for the purpose of determining liability under the Securities Act to any purchaser, if the registrants are subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that II-28
is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use; and (5) that, for the purpose of determining liability of the registrants under the Securities Act to any purchaser in the initial distribution of the securities, each of the undersigned registrants undertakes that in a primary offering of securities of the undersigned registrants pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrants will be sellers to the purchaser and will be considered to offer or sell such securities to such purchaser: (i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; (ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; (iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and (iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. (b) Each of the undersigned registrants hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request. (c)
II-25
I Each of the undersigned registrants hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective. (d) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, or controlling persons of each of the registrants pursuant to the foregoing provisions, or otherwise, each of the registrants has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrants of expenses incurred or paid by a director, officer or controlling person of the registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person of the registrants in connection with the securities being registered, the registrants will, unless in the opinion of their counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by them is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. II-26
EXHIBIT INDEX | | | Exhibit No. | | Description | | | | 2.1 | | Distribution Agreement, dated January 2, 2017, among Hilton Worldwide Holdings Inc., Hilton Domestic Operating Company Inc., Park Hotels & Resorts Inc. and Hilton Grand Vacations Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form8-K (FileNo. 001-36243) filed on January 4, 2017). | | | | 3.1 | | Certificate of Incorporation of Hilton Domestic Operating Company Inc. (incorporated by reference to Exhibit 3.5 to the Registration Statement on FormS-4 of Hilton Domestic Operating Company Inc., Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on June 23, 2017). | | | | 3.2 | | Bylaws of Hilton Domestic Operating Company Inc. (incorporated by reference to Exhibit 3.6 to the Registration Statement on FormS-4 of Hilton Domestic Operating Company Inc., Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-218943) filed on June 23, 2017). | | | | 3.3 | | Articles of Organization of Destination Resorts LLC, as amended (incorporated by reference to Exhibit 3.5 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.4 | | Operating Agreement of Destination Resorts LLC (incorporated by reference to Exhibit 3.6 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.5 | | Articles of Organization of Doubletree Hotel Systems LLC, as amended (incorporated by reference to Exhibit 3.7 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.6* | | Amended and Restated Limited Liability Company Agreement of Doubletree Hotel Systems LLC. | | | | 3.7 | | Articles of Organization of Doubletree Hotels LLC, as amended (incorporated by reference to Exhibit 3.9 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.8 | | Operating Agreement of Doubletree Hotels LLC (incorporated by reference to Exhibit 3.10 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.9 | | Articles of Organization of DT Management LLC, as amended (incorporated by reference to Exhibit 3.11 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.10 | | Second Amended and Restated Limited Liability Company Agreement of DT Management LLC (incorporated by reference to Exhibit 3.14 to the Registration Statement on FormS-4 of Hilton Domestic Operating Company Inc., Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-218943) filed on June 23, 2017). |
II-27
| | | Exhibit No. | | Description | | | | 3.11 | | Articles of Incorporation of DT Real Estate, Inc., as amended (incorporated by reference to Exhibit 3.13 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.11.1 | | Statement of Conversion of DT Real Estate, LLC (incorporated by reference to Exhibit 3.15.1 to the Registration Statement on FormS-4 of Hilton Domestic Operating Company Inc., Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on June 23, 2017). | | | | 3.11.2 | | Articles of Organization of DT Real Estate, LLC (incorporated by reference to Exhibit 3.15.2 to the Registration Statement on FormS-4 of Hilton Domestic Operating Company Inc., Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on June 23, 2017). | | | | 3.12* | | Amended and Restated Limited Liability Company Agreement of DT Real Estate, LLC. | | | | 3.13 | | Articles of Incorporation of DTM Atlanta/Legacy, Inc., as amended (incorporated by reference to Exhibit 3.15 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.14 | | Bylaws of DTM Atlanta/Legacy, Inc. (incorporated by reference to Exhibit 3.16 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.15 | | Articles of Incorporation of DTR FCH Holdings, Inc., as amended (incorporated by reference to Exhibit 3.27 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.16 | | Amended and Restated Bylaws of DTR FCH Holdings, Inc. (incorporated by reference to Exhibit 3.28 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.17 | | Certificate of Formation of 90210 Biltmore Management, LLC, as amended (incorporated by reference to Exhibit 3.43 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.18 | | Operating Agreement of 90210 Biltmore Management, LLC (incorporated by reference to Exhibit 3.44 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.19 | | Certificate of Formation of 90210 Desert Resorts Management Co., LLC, as amended (incorporated by reference to Exhibit 3.45 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.20 | | Limited Liability Company Operating Agreement of 90210 Desert Resorts Management Co., LLC (incorporated by reference to Exhibit 3.46 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). |
II-28
| | | Exhibit No. | | Description | | | | 3.21 | | Certificate of Formation of 90210 Grand Wailea Management Co., LLC, as amended (incorporated by reference to Exhibit 3.47 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.22 | | Operating Agreement of 90210 Grand Wailea Management Co., LLC (incorporated by reference to Exhibit 3.48 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.23 | | Certificate of Formation of 90210 LLC (incorporated by reference to Exhibit 3.49 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.24 | | Limited Liability Company Agreement of 90210 LLC (incorporated by reference to Exhibit 3.50 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.25 | | Certificate of Formation of 90210 Management Company, LLC, as amended (incorporated by reference to Exhibit 3.51 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.26* | | Amended and Restated Operating Agreement of 90210 Management Company, LLC. | | | | 3.27 | | Certificate of Formation of Andiamo’s O’Hare, LLC (incorporated by reference to Exhibit 3.53 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.28 | | Amended and Restated Limited Liability Company Agreement of Andiamo’s O’Hare, LLC (incorporated by reference to Exhibit 3.54 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.29 | | Certificate of Formation of Blue Bonnet Security, LLC (incorporated by reference to Exhibit 3.55 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.30 | | Amended and Restated Limited Liability Company Agreement of Blue Bonnet Security, LLC (incorporated by reference to Exhibit 3.56 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.31* | | Certificate of Formation of Canopy Brand Management LLC. | | | | 3.32* | | Limited Liability Company Agreement of Canopy Brand Management LLC. | | | | 3.33 | | Certificate of Formation of Conrad International Manage (CIS) LLC (incorporated by reference to Exhibit 3.61 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.34 | | Second Amended and Restated Limited Liability Company Agreement of Conrad International Manage (CIS) LLC (incorporated by reference to Exhibit 3.60 to the Registration Statement on FormS-4 of Hilton Domestic Operating Company Inc., Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-218943) filed on June 23, 2017). |
II-29
| | | Exhibit No. | | Description | | | | 3.35 | | Certificate of Formation of Conrad Management LLC (incorporated by reference to Exhibit 3.63 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.36 | | Third Amended and Restated Limited Liability Company Agreement of Conrad Management LLC (incorporated by reference to Exhibit 3.62 to the Registration Statement on FormS-4 of Hilton Domestic Operating Company Inc., Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-218943) filed on June 23, 2017). | | | | 3.37 | | Certificate of Formation of Curio Brand Management LLC (incorporated by reference to Exhibit 3.63 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-218943) filed June 23, 2017). | | | | 3.38 | | Limited Liability Company Agreement of Curio Brand Management LLC (incorporated by reference to Exhibit 3.64 to the Registration Statement on FormS-4 of Hilton Domestic Operating Company Inc., Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-218943) filed on June 23, 2017). | | | | 3.39* | | Certificate of Formation of Curio Management LLC. | | | | 3.40* | | Limited Liability Company Agreement of Curio Management LLC. | | | | 3.41 | | Certificate of Formation of Doubletree LLC (incorporated by reference to Exhibit 3.69 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.42 | | Limited Liability Company Agreement of Doubletree LLC (incorporated by reference to Exhibit 3.70 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.43 | | Certificate of Formation of Doubletree Management LLC (incorporated by reference to Exhibit 3.71 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.44 | | Third Amended and Restated Limited Liability Company Agreement of Doubletree Management LLC (incorporated by reference to Exhibit 3.68 to the Registration Statement on FormS-4 of Hilton Domestic Operating Company Inc., Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-218943) filed on June 23, 2017). | | | | 3.45 | | Certificate of Formation of Embassy Development LLC (incorporated by reference to Exhibit 3.77 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.46 | | Limited Liability Company Agreement of Embassy Development LLC (incorporated by reference to Exhibit 3.78 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.47 | | Certificate of Formation of Embassy Suites Management LLC (incorporated by reference to Exhbit 3.77 to the Registration Statement on FormS-4 of Hilton Domestic Operating Company Inc., Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-218943) filed on June 23, 2017). |
II-30
| | | Exhibit No. | | Description | | | | 3.48 | | Third Amended and Restated Limited Liability Company Agreement of Embassy Suites Management LLC (incorporated by reference to Exhibit 3.78 to the Registration Statement on FormS-4 of Hilton Domestic Operating Company Inc., Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-218943) filed on June 23, 2017). | | | | 3.49 | | Certificate of Formation of Hampton Inns Management LLC (incorporated by reference to Exhibit 3.99 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.50* | | Third Amended and Restated Limited Liability Company Agreement of Hampton Inns Management LLC. | | | | 3.51 | | Certificate of Formation of Hilton Beverage LLC (incorporated by reference to Exhibit 3.115 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.52 | | Limited Liability Company Agreement of Hilton Beverage LLC (incorporated by reference to Exhibit 3.116 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.53 | | Certificate of Formation of Hilton Chicago Beverage I LLC (incorporated by reference to Exhibit 3.117 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.54 | | Limited Liability Company Agreement of Hilton Chicago Beverage I LLC (incorporated by reference to Exhibit 3.118 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.55 | | Certificate of Formation of Hilton Chicago Beverage II LLC (incorporated by reference to Exhibit 3.119 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.56 | | Limited Liability Company Agreement of Hilton Chicago Beverage II LLC (incorporated by reference to Exhibit 3.120 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.57 | | Certificate of Formation of Hilton Chicago Beverage III LLC (incorporated by reference to Exhibit 3.121 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.58 | | Limited Liability Company Agreement of Hilton Chicago Beverage III LLC (incorporated by reference to Exhibit 3.122 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.59 | | Certificate of Formation of Hilton Chicago Beverage IV LLC (incorporated by reference to Exhibit 3.123 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). |
II-31
| | | Exhibit No. | | Description | | | | 3.60 | | Limited Liability Company Agreement of Hilton Chicago Beverage IV LLC (incorporated by reference to Exhibit 3.124 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.61 | | Certificate of Formation of Hilton Corporate Director LLC (incorporated by reference to Exhibit 3.125 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.62 | | Amended and Restated Limited Liability Company Agreement of Hilton Corporate Director LLC (incorporated by reference to Exhibit 3.126 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.63 | | Certificate of Formation of Hilton Domestic Franchise LLC (incorporated by reference to Exhibit 3.111 to the Registration Statement on FormS-4 of Hilton Domestic Operating Company Inc., Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-218943) filed on June 23, 2017). | | | | 3.64 | | Amended and Restated Limited Liability Company Agreement of Hilton Domestic Franchise LLC (incorporated by reference to Exhibit 3.112 to the Registration Statement on Form S-4 of Hilton Domestic Operating Company Inc., Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-218943) filed on June 23, 2017). | | | | 3.65 | | Certificate of Formation of Hilton Domestic Management LLC (incorporated by reference to Exhibit 3.113 to the Registration Statement on FormS-4 of Hilton Domestic Operating Company Inc., Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-218943) filed on June 23, 2017). | | | | 3.66 | | Amended and Restated Limited Liability Company Agreement of Hilton Domestic Management LLC (incorporated by reference to Exhibit 3.114 to the Registration Statement on FormS-4 of Hilton Domestic Operating Company Inc., Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and other registrants listed therein (File Number:333-218943) filed on June 23, 2017). | | | | 3.67 | | Certificate of Formation of Hilton El Con Management LLC, as amended (incorporated by reference to Exhibit 3.127 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.68 | | Amended and Restated Limited Liability Company Agreement of Hilton El Con Management LLC (incorporated by reference to Exhibit 3.128 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.69 | | Certificate of Formation of Hilton El Con Operator LLC, as amended (incorporated by reference to Exhibit 3.129 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.70 | | Limited Liability Company Agreement of Hilton El Con Operator LLC (incorporated by reference to Exhibit 3.130 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). |
II-32
| | | Exhibit No. | | Description | | | | 3.71 | | Certificate of Formation of Hilton Franchise Holding LLC (incorporated by reference to Exhibit 3.135 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.71.1 | | Certificate of Merger of Hilton Franchise LLC, Doubletree Franchise LLC, Hampton Inns Franchise LLC, Embassy Suites Franchise LLC, Hilton Garden Inns Franchise LLC, Conrad Franchise LLC, Waldorf Astoria Franchise LLC and HLT ESP Franchise LLC, with and into Hilton Franchise Holding LLC (incorporated by reference to Exhibit 3.121.1 to the Registration Statement on FormS-4 of Hilton Domestic Operating Company Inc., Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-218943) filed on June 23, 2017). | | | | 3.72 | | Second Amended and Restated Limited Liability Company Agreement of Hilton Franchise Holding LLC (incorporated by reference to Exhibit 3.136 to the Registration Statement onForm S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.73 | | Certificate of Formation of Hilton Garden Inns Management LLC (incorporated by reference to Exhibit 3.141 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.74 | | Second Amended and Restated Limited Liability Company Agreement of Hilton Garden Inns Management LLC (incorporated by reference to Exhibit 3.142 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.75 | | Certificate of Incorporation of Hilton Hawaii Corporation, as amended (incorporated by reference to Exhibit 3.149 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein filed on September 11, 2014 (File Number:333-198693) filed on September 11, 2014). | | | | 3.76 | | Bylaws of Hilton Hawaii Corporation (incorporated by reference to Exhibit 3.150 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein filed on September 11, 2014 (File Number:333-198693) filed on September 11, 2014). | | | | 3.77 | | Certificate of Formation of Hilton Illinois Holdings LLC (incorporated by reference to Exhibit 3.153 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.78 | | Limited Liability Company Agreement of Hilton Illinois Holdings LLC (incorporated by reference to Exhibit 3.154 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.79 | | Certificate of Formation of Hilton Management LLC (incorporated by reference to Exhibit 3.161 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.80 | | Third Amended and Restated Limited Liability Company Agreement of Hilton Management LLC (incorporated by reference to Exhibit 3.136 to the Registration Statement on FormS-4 of Hilton Domestic Operating Company Inc., Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-218943) filed on June 23, 2017). | | | | 3.81* | | Certificate of Incorporation of Hilton NUS HHS, Inc. |
II-33
| | | Exhibit No. | | Description | | | | 3.82* | | Bylaws of Hilton NUS HHS, Inc. | | | | 3.83 | | Certificate of Formation of Hilton San Diego LLC (incorporated by reference to Exhibit 3.141 to the Registration Statement on FormS-4 of Hilton Domestic Operating Company Inc., Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-218943) filed on June 23, 2017). | | | | 3.84 | | Limited Liability Company Agreement of Hilton San Diego LLC (incorporated by reference to Exhibit 3.142 to the Registration Statement on FormS-4 of Hilton Domestic Operating Company Inc., Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-218943) filed on June 23, 2017). | | | | 3.85 | | Certificate of Formation of Hilton Supply Management LLC (incorporated by reference to Exhibit 3.179 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.86 | | Limited Liability Company Agreement of Hilton Supply Management LLC (incorporated by reference to Exhibit 3.180 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.87 | | Certificate of Formation of Hilton Systems Solutions, LLC (incorporated by reference to Exhibit 3.181 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.88* | | Second Amended and Restated Limited Liability Company Agreement of Hilton Systems Solutions, LLC. | | | | 3.89 | | Certificate of Incorporation of Hilton Worldwide Finance Corp. (incorporated by reference to Exhibit 3.3 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014. | | | | 3.90 | | Bylaws of Hilton Worldwide Finance Corp. (incorporated by reference to Exhibit 3.4 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.91 | | Certificate of Formation of Hilton Worldwide Finance LLC (incorporated by reference to Exhibit 3.1 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.92 | | Amended and Restated Limited Liability Company Agreement of Hilton Worldwide Finance LLC (incorporated by reference to Exhibit 3.2 to the Registration Statement on FormS-4 of Hilton Domestic Operating Company Inc., Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-218943) filed on June 23, 2017).. | | | | 3.93 | | Amended and Restated Certificate of Incorporation of Hilton Worldwide Holdings Inc. (incorporated by reference to Exhibit 3.1 to Hilton Worldwide Holdings Inc.’s Current Report on Form8-K (No.1-36243) filed on December 17, 2013). | | | | 3.93.1 | | Certificate of Amendment of Amended and Restated Certificate of Incorporation of Hilton Worldwide Holdings Inc. (incorporated by reference to Exhibit 3.1 to Hilton Worldwide Holdings Inc.’s Current Report on Form8-K (No.1-36243) filed on January 4, 2017). |
II-34
| | | Exhibit No. | | Description | | | | 3.94 | | Amended and RestatedBy-Laws of Hilton Worldwide Holdings Inc. (incorporated by reference to Exhibit 3.2 to Hilton Worldwide Holdings Inc.’s Current Report on Form8-K (FileNo. 001-36243) filed on November 17, 2017). | | | | 3.95 | | Certificate of Formation of Hilton Worldwide Parent LLC (incorporated by reference to Exhibit 3.153 to the Registration Statement on FormS-4 of Hilton Domestic Operating Company Inc., Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-218943) filed on June 23, 2017). | | | | 3.96 | | Limited Liability Company Agreement of Hilton Worldwide Parent LLC (incorporated by reference to Exhibit 3.154 to the Registration Statement on FormS-4 of Hilton Domestic Operating Company Inc., Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-218943) filed on June 23, 2017). | | | | 3.97 | | Certificate of Formation of HLT Audubon LLC (incorporated by reference to Exhibit 3.189 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.98 | | Third Amended and Restated Limited Liability Company Agreement of HLT Audubon LLC (incorporated by reference to Exhibit 3.156 to the Registration Statement on FormS-4 of Hilton Domestic Operating Company Inc., Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-218943) filed on June 23, 2017). | | | | 3.99 | | Certificate of Formation of HLT Conrad Domestic LLC (incorporated by reference to Exhibit 3.193 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.100 | | Second Amended and Restated Limited Liability Company Agreement of HLT Conrad Domestic LLC (incorporated by reference to Exhibit 3.194 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.101 | | Certificate of Formation of HLT ESP International Franchise LLC (incorporated by reference to Exhibit 3.203 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.102 | | Amended and Restated Limited Liability Company Agreement of HLT ESP International Franchise LLC (incorporated by reference to Exhibit 3.204 to the Registration Statement onForm S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.103 | | Amended and Restated Certificate of Incorporation of HLT ESP International Franchisor Corporation (incorporated by reference to Exhibit 3.205 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.104 | | Bylaws of HLT ESP International Franchisor Corporation (incorporated by reference to Exhibit 3.206 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.105 | | Certificate of Formation of HLT ESP International Manage LLC (incorporated by reference to Exhibit 3.207 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). |
II-35
| | | Exhibit No. | | Description | | | | 3.106 | | Amended and Restated Limited Liability Company Agreement of HLT ESP International Manage LLC (incorporated by reference to Exhibit 3.208 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.107 | | Amended and Restated Certificate of Incorporation of HLT ESP International Management Corporation (incorporated by reference to Exhibit 3.209 to the Registration Statement onForm S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.108 | | Bylaws of HLT ESP International Management Corporation (incorporated by reference to Exhibit 3.210 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.109 | | Certificate of Formation of HLT ESP Manage LLC (incorporated by reference to Exhibit 3.211 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.110 | | Amended and Restated Limited Liability Company Agreement of HLT ESP Manage LLC (incorporated by reference to Exhibit 3.212 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.111 | | Certificate of Formation of HLT HSM Holding LLC (incorporated by reference to Exhibit 3.217 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.112 | | Second Amended and Restated Limited Liability Company Agreement of HLT HSM Holding LLC (incorporated by reference to Exhibit 3.218 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.113 | | Certificate of Formation of HLT HSS Holding LLC (incorporated by reference to Exhibit 3.219 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.114 | | Second Amended and Restated Limited Liability Company Agreement of HLT HSS Holding LLC (incorporated by reference to Exhibit 3.220 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.115 | | Certificate of Formation of HLT JV Acquisition LLC (incorporated by reference to Exhibit 3.221 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.115.1 | | Certificate of Merger of New Orleans International Hotel with and into HLT JV Acquisition LLC (incorporated by reference to Exhibit 3.181.1 to the Registration Statement on FormS-4 of Hilton Domestic Operating Company Inc., Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-218943) filed on June 23, 2017). |
II-36
| | | Exhibit No. | | Description | | | | 3.116 | | Second Amended and Restated Limited Liability Company Agreement of HLT JV Acquisition LLC (incorporated by reference to Exhibit 3.182 to the Registration Statement on FormS-4 of Hilton Domestic Operating Company Inc., Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-218943) filed on June 23, 2017). | | | | 3.117 | | Certificate of Formation of HLT Lifestyle International Franchise LLC (incorporated by reference to Exhibit 3.227 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.118 | | Amended and Restated Limited Liability Company Agreement of HLT Lifestyle International Franchise LLC (incorporated by reference to Exhibit 3.228 to the Registration Statement onForm S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.119 | | Amended and Restated Certificate of Incorporation of HLT Lifestyle International Franchisor Corporation (incorporated by reference to Exhibit 3.229 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.120 | | Bylaws of HLT Lifestyle International Franchisor Corporation (incorporated by reference to Exhibit 3.230 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.121 | | Certificate of Formation of HLT Lifestyle International Manage LLC (incorporated by reference to Exhibit 3.231 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.122 | | Amended and Restated Limited Liability Company Agreement of HLT Lifestyle International Manage LLC (incorporated by reference to Exhibit 3.232 to the Registration Statement onForm S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.123 | | Amended and Restated Certificate of Incorporation of HLT Lifestyle International Management Corporation (incorporated by reference to Exhibit 3.233 to the Registration Statement onForm S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.124 | | Bylaws of HLT Lifestyle International Management Corporation (incorporated by reference to Exhibit 3.234 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.125 | | Certificate of Formation of HLT Lifestyle Manage LLC (incorporated by reference to Exhibit 3.235 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.126 | | Amended and Restated Limited Liability Company Agreement of HLT Lifestyle Manage LLC (incorporated by reference to Exhibit 3.236 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). |
II-37
| | | Exhibit No. | | Description | | | | 3.127 | | Certificate of Formation of HLT Palmer LLC (incorporated by reference to Exhibit 3.247 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.128 | | Second Amended and Restated Limited Liability Company Agreement of HLT Palmer LLC (incorporated by reference to Exhibit 3.248 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.129 | | Certificate of Formation of Home2 Brand Management LLC (incorporated by reference to Exhibit 3.201 to the Registration Statement on FormS-4 of Hilton Domestic Operating Company Inc., Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-218943) filed on June 23, 2017). | | | | 3.130 | | Amended and Restated Limited Liability Company Agreement of Home2 Brand Management LLC (incorporated by reference to Exhibit 3.202 to the Registration Statement on FormS-4 of Hilton Domestic Operating Company Inc., Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-218943) filed on June 23, 2017). | | | | 3.131* | | Certificate of Formation of Home2 Management LLC. | | | | 3.132* | | Limited Liability Company Agreement of Home2 Management LLC. | | | | 3.133 | | Certificate of Formation of Homewood Suites Management LLC (incorporated by reference to Exhibit 3.255 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.134 | | Third Amended and Restated Limited Liability Company Agreement of Homewood Suites Management LLC (incorporated by reference to Exhibit 3.204 to the Registration Statement on FormS-4 of Hilton Domestic Operating Company Inc., Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-218943) filed on June 23, 2017). | | | | 3.135 | | Certificate of Incorporation of Hotels Statler Company, Inc. (incorporated by reference to Exhibit 3.257 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.136 | | Bylaws of Hotels Statler Company, Inc. (incorporated by reference to Exhibit 3.258 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.137 | | Certificate of Incorporation of HPP Hotels USA, Inc., as amended (incorporated by reference to Exhibit 3.259 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.137.1 | | Certificate of Conversion of HPP Hotels USA, Inc. to HPP Hotels USA LLC (incorporated by reference to Exhibit 3.207.1 to the Registration Statement on FormS-4 of Hilton Domestic Operating Company Inc., Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-218943) filed on June 23, 2017). | | | | 3.137.2 | | Certificate of Formation of HPP Hotels USA LLC (incorporated by reference to Exhibit 3.207.2 to the Registration Statement on FormS-4 of Hilton Domestic Operating Company Inc., Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-218943) filed on June 23, 2017). |
II-38
| | | Exhibit No. | | Description | | | | 3.138 | | Limited Liability Company Agreement of HPP Hotels USA LLC (incorporated by reference to Exhibit 3.208 to the Registration Statement on FormS-4 of Hilton Domestic Operating Company Inc., Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-218943) filed on June 23, 2017). | | | | 3.139 | | Certificate of Incorporation of HPP International Corporation, as amended (incorporated by reference to Exhibit 3.261 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.139.1 | | Certificate of Conversion of HPP International Corporation to HPP International LLC (incorporated by reference to Exhibit 3.209.1 to the Registration Statement on FormS-4 of Hilton Domestic Operating Company Inc., Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-218943) filed on June 23, 2017). | | | | 3.139.2 | | Certificate of Formation of HPP International LLC (incorporated by reference to Exhibit 3.209.2 to the Registration Statement on FormS-4 of Hilton Domestic Operating Company Inc., Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-218943) filed on June 23, 2017). | | | | 3.140 | | Limited Liability Company Agreement of HPP International LLC (incorporated by reference to Exhibit 3.210 to the Registration Statement on FormS-4 of Hilton Domestic Operating Company Inc., Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-218943) filed on June 23, 2017). | | | | 3.141 | | Certificate of Formation of Innvision, LLC (incorporated by reference to Exhibit 3.265 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.142 | | Amended and Restated Limited Liability Company Agreement of Innvision, LLC (incorporated by reference to Exhibit 3.266 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.143* | | Certificate of Formation of LXR Management LLC. | | | | 3.144* | | Limited Liability Company Agreement of LXR Management LLC. | | | | 3.145* | | Certificate of Formation of Motto Management LLC. | | | | 3.146* | | Limited Liability Company Agreement of Motto Management LLC. | | | | 3.147 | | Certificate of Formation of Potter’s Bar Palmer House, LLC, as amended (incorporated by reference to Exhibit 3.271 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.148 | | Limited Liability Company Operating Agreement of Potter’s Bar Palmer House, LLC (incorporated by reference to Exhibit 3.272 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.149 | | Certificate of Incorporation of Promus Hotel Services, Inc. (incorporated by reference to Exhibit 3.273 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). |
II-39
| | | Exhibit No. | | Description | | | | 3.150 | | Bylaws of Promus Hotel Services, Inc. (incorporated by reference to Exhibit 3.274 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.151 | | Certificate of Formation of Promus Hotels Florida LLC (incorporated by reference to Exhibit 3.275 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.152 | | Limited Liability Company Agreement of Promus Hotels Florida LLC (incorporated by reference to Exhibit 3.276 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.153 | | Certificate of Formation of Promus Hotels LLC (incorporated by reference to Exhibit 3.277 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.154* | | Amended and Restated Limited Liability Company Agreement of Promus Hotels LLC. | | | | 3.155 | | Certificate of Formation of Promus Hotels Parent LLC (incorporated by reference to Exhibit 3.281 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.156* | | Amended and Restated Limited Liability Company Agreement of Promus Hotels Parent LLC. | | | | 3.157* | | Certificate of Formation of Signia Hotel Management LLC. | | | | 3.158* | | Limited Liability Company Agreement of Signia Hotel Management LLC. | | | | 3.159* | | Certificate of Formation of Tapestry Management LLC. | | | | 3.160* | | Limited Liability Company Agreement of Tapestry Management LLC. | | | | 3.161 | | Certificate of Formation of Tru Brand Management LLC (incorporated by reference to Exhibit 3.235 to the Registration Statement on FormS-4 of Hilton Domestic Operating Company Inc., Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-218943) filed on June 23, 2017). | | | | 3.162 | | Limited Liability Company Agreement of Tru Brand Management LLC (incoroprated by reference to Exhibit 3.236 to the Registration Statement on FormS-4 of Hilton Domestic Operating Company Inc., Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-218943) filed on June 23, 2017). | | | | 3.163 | | Certificate of Formation of WA Collection International, LLC (incorporated by reference to Exhibit 3.293 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.164 | | Amended and Restated Limited Liability Company Agreement of WA Collection International, LLC (incorporated by reference to Exhibit 3.294 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.165 | | Certificate of Formation of Waldorf=Astoria Management LLC (incorporated by reference to Exhibit 3.297 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). |
II-40
| | | Exhibit No. | | Description | | | | 3.166 | | Third Amended and Restated Limited Liability Company Agreement of Waldorf=Astoria Management LLC (incorporated by reference to Exhibit 3.240 to the Registration Statement on FormS-4 of Hilton Domestic Operating Company Inc., Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-218943) filed on June 23, 2017). | | | | 3.167 | | Articles of Incorporation of Florida Conrad International Corp. (incorporated by reference to Exhibit 3.299 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.168 | | Bylaws of Florida Conrad International Corp., as amended (incorporated by reference to Exhibit 3.300 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.169 | | Articles of Incorporation of Embassy Suites Club No. 1, Inc., as amended (incorporated by reference to Exhibit 3.305 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.170 | | Bylaws of Embassy Suites Club No. 1, Inc. (incorporated by reference to Exhibit 3.306 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.171 | | Articles of Incorporation of Hotel Clubs of Corporate Woods, Inc. (incorporated by reference to Exhibit 3.307 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.172 | | Amended and Restated Bylaws of Hotel Clubs of Corporate Woods, Inc. (incorporated by reference to Exhibit 3.308 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.173 | | Articles of Incorporation of Embassy Suites Club No. Three, Inc. (incorporated by reference to Exhibit 3.309 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.174 | | Amended and Restated Bylaws of Embassy Suites Club No. Three, Inc. (incorporated by reference to Exhibit 3.310 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.175 | | Articles of Organization of International Rivercenter Lessee, L.L.C. (incorporated by reference to Exhibit 3.311 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.176 | | Amended and Restated Limited Liability Company Agreement of International Rivercenter Lessee, L.L.C. (incorporated by reference to Exhibit 3.312 to the Registration Statement onForm S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). |
II-41
| | | Exhibit No. | | Description | | | | 3.177 | | Articles of Organization of Chesterfield Village Hotel, LLC (incorporated by reference to Exhibit 3.315 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.178 | | Amended and Restated Limited Liability Company Agreement of Chesterfield Village Hotel, LLC (incorporated by reference to Exhibit 3.316 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.179 | | Articles of Conversion and Organization of Bally’s Grand Property Sub I, LLC (incorporated by reference to Exhibit 3.317 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.180 | | Operating Agreement of Bally’s Grand Property Sub I, LLC (incorporated by reference to Exhibit 3.318 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.181 | | Articles of Organization of Conrad International (Belgium) LLC (incorporated by reference to Exhibit 3.319 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.182* | | Second Amended and Restated Limited Liability Company Agreement of Conrad International (Belgium) LLC. | | | | 3.183 | | Articles of Incorporation of Conrad International (Egypt) Resorts Corporation (incorporated by reference to Exhibit 3.321 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.184 | | Bylaws of Conrad International (Egypt) Resorts Corporation (incorporated by reference to Exhibit 3.322 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.185 | | Articles of Incorporation of Conrad International (Indonesia) Corporation, as amended (incorporated by reference to Exhibit 3.323 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.186 | | Bylaws of Conrad International (Indonesia) Corporation (incorporated by reference to Exhibit 3.324 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.187 | | Articles of Organization of Hilton Holdings, LLC (incorporated by reference to Exhibit 3.329 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.188 | | Amended and Restated Limited Liability Company (Operating) Agreement of Hilton Holdings, LLC (incorporated by reference to Exhibit 3.330 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). |
II-42
| | | Exhibit No. | | Description | | | | 3.189 | | Articles of Organization of Hilton Hospitality, LLC (incorporated by reference to Exhibit 3.331 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.190 | | Amended and Restated Limited Liability Company (Operating) Agreement of Hilton Hospitality, LLC (incorporated by reference to Exhibit 3.332 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.191 | | Articles of Conversion and Organization of Hilton Illinois, LLC (incorporated by reference to Exhibit 3.333 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.192 | | Operating Agreement of Hilton Illinois, LLC (incorporated by reference to Exhibit 3.334 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.193 | | Articles of Organization of Peacock Alley Service Company, LLC, as amended (incorporated by reference to Exhibit 3.337 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.194 | | Limited Liability Company Operating Agreement of Peacock Alley Service Company, LLC (incorporated by reference to Exhibit 3.338 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.195 | | Certificate of Conversion of Washington Hilton, L.L.C., as amended (incorporated by reference to Exhibit 3.339 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.196 | | Amended and Restated Limited Liability Company Agreement of Washington Hilton, L.L.C. (incorporated by reference to Exhibit 3.340 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.197 | | Articles of Incorporation of Embassy Suites Club No. Two, Inc. (incorporated by reference to Exhibit 3.343 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.198 | | Bylaws of Embassy Suites Club No. Two, Inc. (incorporated by reference to Exhibit 3.344 to the Registration Statement on FormS-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-198693) filed on September 11, 2014). | | | | 3.199 | | Articles of Incorporation of SALC, Inc. (incorporated by reference to Exhibit 3.279 to the Registration Statement on FormS-4 of Hilton Domestic Operating Company Inc., Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-218943) filed on June 23, 2017). | | | | 3.200 | | Bylaws of SALC, Inc., as amended (incorporated by reference to Exhibit 3.280 to the Registration Statement on FormS-4 of Hilton Domestic Operating Company Inc., Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number:333-218943) filed on June 23, 2017). |
II-43
| | | Exhibit No. | | Description | | | | 4.1 | | Indenture, dated as of August 18, 2016, by and among Hilton Domestic Operating Company Inc., Hilton Worldwide Holdings Inc., Hilton Worldwide Finance LLC, the guarantors from time to time party thereto and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Hilton Worldwide Holdings Inc.’s Current Report on Form8-K(No. 001-36243) filed on August 18, 2016). | | | | 4.2 | | Form of 4.250% Senior Note due 2024 (included in Exhibit 4.1). | | | | 4.3 | | First Supplemental Indenture with respect to the 2024 Notes, dated as of September 22, 2016, among Hilton Escrow Issuer LLC, Hilton Escrow Issuer Corp., Hilton Domestic Operating Company Inc., Hilton Worldwide Holdings Inc., Hilton Worldwide Finance LLC, the subsidiary guarantors party thereto, and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.6 to the Hilton Worldwide Holdings Inc.’s Quarterly Report on Form10-Q (FileNo. 001-36243) for the quarter ended September 30, 2016). | | | | 4.4 | | Second Supplemental Indenture with respect to the 2024 Notes, dated as of September 22, 2016, among Hilton Domestic Operating Company Inc., Hilton Worldwide Parent LLC, and Wilmington Trust, National Association (incorporated by reference to Exhibit 4.7 to Hilton Worldwide Holdings Inc.’s Quarterly Report on Form10-Q (FileNo. 001-36243) for the quarter ended September 30, 2016). | | | | 4.5 | | Third Supplemental Indenture with respect to the 2024 Notes, dated as of October 20, 2016, among the subsidiary guarantors listed therein and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.13 to Hilton Worldwide Holdings Inc.’s Annual Report on Form10-K (FileNo. 001-36243) for the year ended December 31, 2016). | | | | 4.6 | | Fourth Supplemental Indenture with respect to the 2024 Notes, dated as of December 12, 2016, among the subsidiary guarantors listed therein and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.14 to Hilton Worldwide Holdings Inc.’s Annual Report on Form10-K (FileNo. 001-36243) for the year ended December 31, 2016). | | | | 4.7 | | Fifth Supplemental Indenture with respect to the 2024 Notes, dated as of December 6, 2017, among the subsidiary guarantors listed therein and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.11 to the Company’s Annual Report on Form10-K (FileNo. 001-36243) for the year ended December 31, 2017). | | | | 4.8* | | Sixth Supplemental Indenture with respect to the 2024 Notes, dated as of March 8, 2019, among the subsidiary guarantors listed therein and Wilmington Trust, National Association, as trustee. | | | | 4.9 | | Indenture, dated as of March 16, 2017, by and among Hilton Worldwide Finance LLC, Hilton Worldwide Finance Corp., the guarantors from time to time party thereto and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Hilton Worldwide Holdings Inc.’s Current Report on Form8-K (FileNo. 001-36243) filed on March 22, 2017). | | | | 4.10 | | Form of 4.625% Senior Note due 2025 (included in Exhibit 4.9). | | | | 4.11 | | Form of 4.875% Senior Note due 2027 (included in Exhibit 4.9). | | | | 4.12 | | First Supplemental Indenture with respect to the 2025 Notes and the 2027 Notes, dated as of December 6, 2017, among the subsidiary guarantors listed therein and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.6 to the Company’s Annual Report on Form10-K (FileNo. 001-36243) for the year ended December 31, 2017). | | | | 4.13* | | Second Supplemental Indenture with respect to the 2025 Notes and the 2027 Notes, dated as of March 8, 2019, among the subsidiary guarantors listed therein and Wilmington Trust, National Association, as trustee. | | | | 4.14 | | Indenture, dated as of April 13, 2018, by and among Hilton Domestic Operating Company Inc., the guarantors from time to time party thereto and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Hilton Worldwide Holdings Inc.’s Current Report on Form8-K (No.001-36243) filed on April 13, 2018). |
II-44
| | | Exhibit No. | | Description | | | | 4.15 | | Form of 5.125% Senior Note due 2026 (included in Exhibit 4.14). | | | | 4.16 | | Registration Rights Agreement, dated as of April 13, 2018, by and among Hilton Domestic Operating Company Inc., the guarantors from time to time party thereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated, on behalf of the initial purchasers (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on From8-K (FileNo. 001-36243) filed on April 13, 2018). | | | | 4.17* | | First Supplemental Indenture with respect to the 2026 Notes, dated as of March 8, 2019, among the subsidiary guarantors listed therein and Wilmington Trust, National Association, as trustee. | | | | 5.1* | | Opinion of Simpson Thacher & Bartlett LLP. | | | | 5.2* | | Opinion of Dentons US LLP. | | | | 5.3* | | Opinion of Hill, Ward & Henderson, P.A. | | | | 5.4* | | Opinion of Jones Walker LLP. | | | | 5.5* | | Opinion of Rice Reuther Sullivan & Carroll LLP. | | | | 10.1 | | Credit Agreement, dated as of October 25, 2013, among Hilton Worldwide Holdings Inc., as parent, Hilton Worldwide Finance LLC, as borrower, the other guarantors from time to time party thereto, Deutsche Bank AG New York Branch, as administrative agent, collateral agent, swing line lender and L/C issuer, and the other lenders from time to time party thereto (incorporated by reference to Exhibit 10.1 to Hilton Worldwide Holdings Inc.’s Registration Statement onForm S-1 (No.333-191110) filed on November 8, 2013). | | | | 10.2 | | Amendment No. 1, dated as of August 18, 2016, to the Credit Agreement, dated as of October 25, 2013, by and among Hilton Worldwide Holdings Inc., Hilton Worldwide Finance LLC, the other guarantors party thereto from time to time, Deutsche Bank AG New York Branch as administrative agent, collateral agent, swing line lender and L/C issuer and the other lenders party thereto from time to time (incorporated by reference to Exhibit 10.2 to Hilton Worldwide Holdings Inc.’s Current Report on Form8-K (FileNo. 001-36243) filed on August 18, 2016). | | | | 10.3 | | Amendment No. 2, dated as of November 21, 2016, to the Credit Agreement, dated as of October 25, 2013 (as amended), by and among Hilton Worldwide Holdings Inc., Hilton Worldwide Finance LLC, the other guarantors party thereto from time to time, Deutsche Bank AG New York Branch as administrative agent, collateral agent, swing line lender and L/C issuer and the other lenders party thereto from time to time (incorporated by reference to Exhibit 10.1 to Hilton Worldwide Holdings Inc.’s Current Report on Form8-K (FileNo. 001-36243) filed on November 23, 2016). | | | | 10.4 | | Amendment No. 3, dated as of March 16, 2017, to the Credit Agreement, dated as of October 25, 2013 (as amended), 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 Hilton Worldwide Holdings Inc.’s Current Report on Form8-K (FileNo. 001-36243) filed on March 22, 2017). | | | | 10.5 | | Amendment No. 4, dated as of April 29, 2018, to the Credit Agreement, dated as of October 25, 2013 (as amended), 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 Hilton Worldwide Holdings Inc.’s Current Report on Form8-K (FileNo. 001-36243) filed on April 19, 2018). |
II-45
| | | Exhibit No. | | Description | | | | 10.6 | | Security Agreement, dated as of October 25, 2013, among the grantors identified therein and Deutsche Bank AG New York Branch, as collateral agent (incorporated by reference to Exhibit 10.2 to Hilton Worldwide Holdings Inc.’s Registration Statement on FormS-1 (No.333-191110) filed on November 8, 2013). | | | | 10.7 | | Loan Agreement, dated as of October 25, 2013, among the subsidiaries party thereto, collectively, as borrower and JPMorgan Chase Bank, National Association, German American Capital Corporation, Bank of America, N.A., GS Commercial Real Estate LP and Morgan Stanley Mortgage Capital Holdings LLC, collectively, as lender (incorporated by reference to Exhibit 10.3 to Hilton Worldwide Holdings Inc.’s Registration Statement on FormS-1 (No.333-191110) filed on November 8, 2013). | | | | 10.8 | | Guaranty Agreement, dated as of October 25, 2013, among the guarantors named therein and JPMorgan Chase Bank, National Association, German American Capital Corporation, Bank of America, N.A., GS Commercial Real Estate LP and Morgan Stanley Mortgage Capital Holdings LLC, collectively, as lender (incorporated by reference to Exhibit 10.4 to Hilton Worldwide Holdings Inc.’s Registration Statement on FormS-1 (No.333-191110) filed on November 8, 2013). | | | | 10.9† | | Hilton Worldwide Holdings Inc. 2013 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.15 to Hilton Worldwide Holdings Inc.’s Registration Statement on FormS-1(No. 333-191110) filed on November 27, 2013). | | | | 10.10† | | Hilton Worldwide Holdings Inc. 2019 Executive Severance Plan (incorporated by reference to Exhibit 10.1 to Hilton Worldwide Holding Inc.’s Quarterly Report on form10-Q (FileNo. 001-36243) for the quarter ended September 30, 2018). | | | | 10.11† | | 2005 Executive Deferred Compensation Plan (as Amended and Restated Effective as of January 1, 2018) (incorporated by reference to Exhibit 10.3 to Hilton Worldwide Holdings Inc.’s Annual Report on Form10-K (FileNo. 001-36243) for the year ended December 31, 2017). | | | | 10.12† | | Form of 2014 Nonqualified Stock Option Agreement (incorporated by reference to Exhibit 10.3 to Hilton Worldwide Holdings Inc.’s Quarterly Report on Form10-Q (FileNo. 001-36243) for the quarter ended March 31, 2014). | | | | 10.13† | | Form of 2015 Nonqualified Stock Option Agreement (incorporated by reference to Exhibit 10.3 to Hilton Worldwide Holdings Inc.’s Quarterly Report on Form10-Q (FileNo. 001-36243) for the quarter ended March 31, 2015). | | | | 10.14† | | Form of Deferred Share Unit Agreement (incorporated by reference to Exhibit 10.1 to Hilton Worldwide Holdings Inc.’s Quarterly Report on Form10-Q (FileNo. 001-36243) for the quarter ended June 30, 2015). | | | | 10.15† | | Form of Restricted Stock Agreement – Conversion of 2016 Performance Shares (incorporated by reference to Exhibit 10.12 to Hilton Worldwide Holdings Inc.’s Quarterly Report on Form10-Q (FileNo. 001-36243) for the quarter ended March 31, 2017). | | | | 10.16† | | Form of 2016 Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.2 to Hilton Worldwide Holdings Inc.’s Quarterly Report on Form10-Q (FileNo. 001-36243) for the quarter ended March 31, 2016). | | | | 10.17† | | Form of 2017 Performance Share Agreement (incorporated by reference to Exhibit 10.7 to Hilton Worldwide Holdings Inc.’s Quarterly Report on Form10-Q (FileNo. 001-36243) for the quarter ended March 31, 2017). | | | | 10.18† | | Form of 2017 Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.8 to Hilton Worldwide Holdings Inc.’s Quarterly Report on Form10-Q (FileNo. 001-36243) for the quarter ended March 31, 2017. |
II-46
| | | Exhibit No. | | Description | | | | 10.19† | | Form of 2017 Nonqualified Stock Option Agreement (incorporated by reference to Exhibit 10.9 to Hilton Worldwide Holdings Inc.’s Quarterly Report on Form10-Q (FileNo. 001-36243) for the quarter ended March 31, 2017. | | | | 10.20† | | Form of 2017 Restricted Stock Unit Agreement for Special Awards (incorporated by reference to Exhibit 10.10 to Hilton Worldwide Holdings Inc.’s Quarterly Report on Form10-Q (FileNo. 001-36243) for the quarter ended March 31, 2017). | | | | 10.21† | | Form of Deferred Share Unit Agreement for independent directors (incorporated by reference to Exhibit 10.2 to Hilton Worldwide Holding Inc.’s Quarterly Report on Form10-Q (FileNo. 001-36243) for the quarter ended March 31, 2018). | | | | 10.22† | | Form of 2018 Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.2 to Hilton Worldwide Holding Inc.’s Quarterly Report on Form10-Q (FileNo. 001-36243) for the quarter ended March 31, 2018) | | | | 10.23† | | Form of 2018 Nonqualified Stock Option Agreement (incorporated by reference to Exhibit 10.3 to Hilton Worldwide Holding Inc.’s Quarterly Report on Form10-Q (FileNo. 001-36243) for the quarter ended March 31, 2018). | | | | 10.24 | | Letter Agreement relating to certain tax matters, dated as of October 24, 2016, by and among Hilton Worldwide Holdings Inc., Park Hotels & Resorts Inc., and certain of Hilton Worldwide Holdings Inc.’s stockholders (incorporated by reference to Exhibit 10.5 to Hilton Worldwide Holdings Inc.’s Current Report on Form8-K (FileNo. 001-36243) filed on October 24, 2016). | | | | 10.25 | | Letter Agreement relating to tax stockholders agreement, dated as of October 24, 2016, by and among Hilton Worldwide Holdings Inc., Hilton Grand Vacations Inc. and certain of Hilton Worldwide Holdings Inc.’s stockholders (incorporated by reference to Exhibit 10.6 to Hilton Worldwide Holdings Inc.’s Current Report on Form8-K (FileNo. 001-36243) filed on October 24, 2016). | | | | 10.26 | | Amended and Restated Registration Rights Agreement, dated as of October 24, 2016, by and among Hilton Worldwide Holdings Inc. and certain of its stockholders (incorporated by reference to Exhibit 10.4 to Hilton Worldwide Holdings Inc.’s Current Report on Form8-K (FileNo. 001-36243) filed on October 24, 2016). | | | | 10.27 | | Employee Matters Agreement, dated January 2, 2017, among Hilton Worldwide Holdings Inc., Hilton Domestic Operating Company Inc., Park Hotels & Resorts Inc. and Hilton Grand Vacations Inc. (incorporated by reference to Exhibit 10.1 to Hilton Worldwide Holdings Inc.’s Current Report on Form8-K (FileNo. 001-36243) filed on January 4, 2017). | | | | 10.28 | | Tax Matters Agreement, dated January 2, 2017, among Hilton Worldwide Holdings Inc., Hilton Domestic Operating Company Inc., Park Hotels & Resorts Inc. and Hilton Grand Vacations Inc. (incorporated by reference to Exhibit 10.2 to Hilton Worldwide Holdings Inc.’s Current Report on Form8-K (FileNo. 001-36243) filed on January 4, 2017). | | | | 10.29 | | Transition Services Agreement, dated January 2, 2017, among Hilton Worldwide Holdings Inc., Park Hotels & Resorts Inc. and Hilton Grand Vacations Inc. (incorporated by reference to Exhibit 10.3 to Hilton Worldwide Holdings Inc.’s Current Report on Form8-K (FileNo. 001-36243) filed on January 4, 2017). | | | | 10.30 | | License Agreement, dated January 2, 2017, by and between Hilton Worldwide Holdings Inc. and Hilton Grand Vacations Inc. (incorporated by reference to Exhibit 10.4 to Hilton Worldwide Holdings Inc.’s Current Report on Form8-K (FileNo. 001-36243) filed on January 4, 2017). | | | | 10.31 | | Tax Stockholders Agreement, dated January 2, 2017, among Hilton Worldwide Holdings Inc., Hilton Grand Vacations Inc. and the other parties thereto (incorporated by reference to Exhibit 10.5 to Hilton Worldwide Holdings Inc.’s Current Report on Form8-K (FileNo. 001-36243) filed on January 4, 2017). |
II-47
| | | Exhibit No. | | Description | | | | 10.32† | | Restricted Stock Unit Agreement with Jonathan Witter(Two-Year Vesting) (incorporated by reference to Exhibit 10.35 to Hilton Worldwide Holdings Inc.’s Annual Report on Form10-K (FileNo. 001-36243) for the year ended December 31, 2017) | | | | 10.33† | | Restricted Stock Unit Agreement with Jonathan Witter (Four-Year Vesting) (incorporated by reference to Exhibit 10.36 to Hilton Worldwide Holdings Inc.’s Annual Report on Form10-K (FileNo. 001-36243) for the year ended December 31, 2017). | | | | 10.34 | | Master Amendment and Option Agreement, dated as of April 9, 2018, between Hilton Worldwide Holdings Inc., HNA Tourism Group Co., Ltd., and HNA HLT Holdco I LLC (incorporated by reference to Exhibit 10.1 to Hilton Worldwide Holdings Inc.’s Current Report on Form8-K (FileNo. 001-36243) filed on April 9, 2018). | | | | 10.35† | | Amendment One to the 2005 Executive Deferred Compensation Plan (incorporated by reference to Exhibit 10.38 to Hilton Worldwide Holdings Inc.’s Annual Report on Form10-K (FileNo. 0001-36243) filed on February 13, 2019). | | | | 21.1* | | Subsidiaries of Hilton Worldwide Holdings Inc. | | | | 23.1* | | Consent of Ernst & Young LLP. | | | | 23.2* | | Consent of Simpson Thacher & Bartlett LLP (included as part of Exhibit 5.1). | | | | 23.3* | | Consent of Dentons US LLP (included as part of Exhibit 5.2). | | | | 23.4* | | Consent of Hill, Ward & Henderson, P.A. (included as part of Exhibit 5.3). | | | | 23.5* | | Consent of Jones Walker LLP (included as part of Exhibit 5.4). | | | | 23.6* | | Consent of Rice Reuther Sullivan & Carroll LLP (included as part of Exhibit 5.5). | | | | 24.1* | | Power of Attorney (included in signature pages to this Registration Statement). | | | | 25.1* | | FormT-1 Statement of Eligibility Under the Trust Indenture Act of 1939 of Wilmington Trust, National Association as trustee under the Indenture, dated as of April 13, 2018 (as amended by the First Supplemental Indenture, dated as of March 8, 2019) among Hilton Domestic Operating Company Inc., the guarantors from time to time party thereto and Wilmington Trust, National Association, as trustee. | | | | 99.1* | | Form of Letter of Transmittal. | | | | 99.2* | | Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. | | | | 99.3* | | Form of Letter to Clients. | | | | 99.4* | | Form of Notice of Guaranteed Delivery. | | | | 99.5 | | Section 13(r) Disclosure (incorporated by reference to Exhibit 99.1 to Hilton Worldwide Holdings Inc.’s Annual Report on Form10-K (File No. 0001-36243) filed on February 13, 2019) | | | | 101.INS** | | XBRL Instance Document. | | | | 101.SCH** | | XBRL Taxonomy Extension Schema Document. | | | | 101.CAL** | | XBRL Taxonomy Extension Calculation Linkbase Document. | | | | 101.DEF** | | XBRL Taxonomy Extension Definitions Linkbase Document. | | | | 101.LAB** | | XBRL Taxonomy Extension Label Linkbase Document. | | | | 101.PRE** | | XBRL Taxonomy Extension Presentation Linkbase Document. |
II-48
| ** | These interactive data files shall not be deemed filed for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, or Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under those sections. |
| † | Management contract or compensatory plan or arrangement. |
II-49
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.the 29th day of March, 2019. | | | | | HILTON WORLDWIDE FINANCE LLCDOMESTIC OPERATING COMPANY INC. | | | | By: | | HILTON WORLDWIDE PARENT LLC, its Sole Member/s/ Kevin J. Jacobs | | | By: | | HILTON WORLDWIDE HOLDINGS INC., its Sole Member | | | By:Name: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd29th day of June, 2017.March, 2019. | | | Signature | | Title | | | /s/ Kevin J. Jacobs Kevin J. Jacobs | | Executive Vice President and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) | | | /s/ W. Steven Standefer W. Steven Standefer | | Senior Vice President and Director | | | /s/ Michael Duffy Michael Duffy | | Director |
II-50
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on the 29th day of March, 2019. | | | | | DESTINATION RESORTS LLC | | | By: | | HILTON HOLDINGS, LLC, its Sole Member | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 29th day of March, 2019. | | | Signature | | Title | | | /s/ Kevin J. Jacobs Kevin J. Jacobs | | Executive Vice President and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
II-51
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on the 29th day of March, 2019. | | | | | DOUBLETREE HOTEL SYSTEMS LLC | | | By: | | DOUBLETREE HOTELS LLC, its Sole Member | | | By: | | DOUBLETREE LLC, its Sole Member | | | By: | | PROMUS HOTELS PARENT LLC, its Sole Member | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 29th day of March, 2019. | | | Signature | | Title | | | /s/ Kevin J. Jacobs Kevin J. Jacobs | | Executive Vice President and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
II-52
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on the 29th day of March, 2019. | | | | | DOUBLETREE HOTELS LLC | | | By: | | DOUBLETREE LLC, its Sole Member | | | By: | | PROMUS HOTELS PARENT LLC, its Sole Member | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 29th day of March, 2019. | | | Signature | | Title | | | /s/ Kevin J. Jacobs Kevin J. Jacobs | | Executive Vice President and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
II-53
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on the 29th day of March, 2019. | | | | | DT MANAGEMENT LLC | | | By: | | DOUBLETREE HOTELS LLC, its Sole Member | | | By: | | DOUBLETREE LLC, its Sole Member | | | By: | | PROMUS HOTELS PARENT LLC, its Sole Member | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 29th day of March, 2019. | | | Signature | | Title | | | /s/ Daniel Hughes Daniel Hughes | | President (Principal Executive Officer) | | | /s/ W. Steven Standefer W. Steven Standefer | | Senior Vice President (Principal Financial Officer and Principal Accounting Officer) |
II-54
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on the 29th day of March, 2019. | | | | | DT REAL ESTATE, LLC | | | By: | | DOUBLETREE HOTELS LLC, its Sole Member | | | By: | | DOUBLETREE LLC, its Sole Member | | | By: | | PROMUS HOTELS PARENT LLC, its Sole Member | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 29th day of March, 2019. | | | Signature | | Title | | | /s/ Kevin J. Jacobs Kevin J. Jacobs | | Executive Vice President and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
II-55
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on the 29th day of March, 2019. | | | | | DTM ATLANTA/LEGACY, INC. | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 29th day of March, 2019. | | | Signature | | Title | | | /s/ Kevin J. Jacobs Kevin J. Jacobs | | Executive Vice President and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) | | | /s/ Daniel Hughes Daniel Hughes | | Senior Vice President and Director | | | /s/ Keith Clampet Keith Clampet | | Senior Vice President and Director | | | /s/ W. Steven Standefer W. Steven Standefer | | Senior Vice President and Director |
II-56
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on the 29th day of March, 2019. | | | | | DTR FCH HOLDINGS, INC. | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 29th day of March, 2019. | | | Signature | | Title | | | /s/ Kevin J. Jacobs Kevin J. Jacobs | | Executive Vice President and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) | | | /s/ Justin Ray Hensley Justin Ray Hensley | | Assistant Treasurer and Director | | | /s/ W. Steven Standefer W. Steven Standefer | | Senior Vice President and Director |
II-57
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on the 29th day of March, 2019. | | | | | 90210 BILTMORE MANAGEMENT, LLC | | | By: | | 90210 MANAGEMENT COMPANY, LLC, its Sole Member | | | By: | | HILTON ILLINOIS HOLDINGS LLC, its Sole Member | | | | | HILTON HOLDINGS, LLC, its Sole Member | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 29th day of March, 2019. | | | Signature | | Title | | | /s/ Kevin J. Jacobs Kevin J. Jacobs | | Executive Vice President and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
II-58
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on the 29th day of March, 2019. | | | | | | 90210 DESERT RESORTS MANAGEMENT CO., LLC | | | By: | | 90210 MANAGEMENT COMPANY, LLC, its Sole Member | | | By: | | HILTON ILLINOIS HOLDINGS LLC, its Sole Member | | | By: | | HILTON HOLDINGS, LLC, its Sole Member | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 29th day of March, 2019. | | | Signature | | Title | | | /s/ Kevin J. Jacobs Kevin J. Jacobs | | Executive Vice President and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
II-59
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on the 29th day of March, 2019. | | | | | | 90210 GRAND WAILEA MANAGEMENT CO., LLC | | | By: | | 90210 MANAGEMENT COMPANY, LLC, its Sole Member | | | By: | | HILTON ILLINOIS HOLDINGS LLC, its Sole Member | | | By: | | HILTON HOLDINGS, LLC, its Sole Member | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 29th day of March, 2019. | | | Signature | | Title | | | /s/ Kevin J. Jacobs Kevin J. Jacobs | | Executive Vice President and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
II-60
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on the 29th day of March, 2019. | | | | | | 90210 LLC | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 29th day of March, 2019. | | | Signature | | Title | | | /s/ Kevin J. Jacobs Kevin J. Jacobs | | Executive Vice President and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
II-61
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on the 29th day of March, 2019. | | | | | | 90210 MANAGEMENT COMPANY, LLC | | | By: | | HILTON ILLINOIS HOLDINGS LLC, its Sole Member | | | By: | | HILTON HOLDINGS, LLC, its Sole Member | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 29th day of March, 2019. | | | Signature | | Title | | | /s/ Daniel Hughes Daniel Hughes | | President (Principal Executive Officer) | | | /s/ W. Steven Standefer W. Steven Standefer | | Senior Vice President (Principal Financial Officer and Principal Accounting Officer |
II-62
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on the 29th day of March, 2019. | | | | | | ANDIAMO’S O’HARE, LLC | | | By: | | HILTON ILLINOIS, LLC its Sole Member | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 29th day of March, 2019. | | | Signature | | Title | | | /s/ Daniel Hughes Daniel Hughes | | President (Principal Executive Officer) | | | /s/ W. Steven Standefer W. Steven Standefer | | Senior Vice President (Principal Financial Officer and Principal Accounting Officer |
II-63
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on the 29th day of March, 2019. | | | | | | BLUE BONNET SECURITY, LLC | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 29th day of March, 2019. | | | Signature | | Title | | | /s/ Kevin J. Jacobs Kevin J. Jacobs | | Executive Vice President and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
II-64
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on the 29th day of March, 2019. | | | | | | CANOPY BRAND MANAGEMENT LLC | | | By: | | HILTON DOMESTIC MANAGEMENT LLC, its Sole Member | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 29th day of March, 2019. | | | Signature | | Title | | | /s/ Kevin J. Jacobs Kevin J. Jacobs | | Executive Vice President and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
II-65
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on the 29th day of March, 2019. | | | | | | CONRAD INTERNATIONAL MANAGE (CIS) LLC | | | By: | | HPP INTERNATIONAL LLC, its Sole Member | | | By: | | HPP HOTELS USA LLC, its Sole Member | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 29th day of March, 2019. | | | Signature | | Title | | | /s/ Kevin J. Jacobs Kevin J. Jacobs | | Executive Vice President and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
II-66
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on the 29th day of March, 2019. | | | | | | CONRAD MANAGEMENT LLC | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 29th day of March, 2019. | | | Signature | | Title | | | /s/ Daniel Hughes Daniel Hughes | | President (Principal Executive Officer) | | | /s/ W. Steven Standefer W. Steven Standefer | | Senior Vice President (Principal Financial Officer and Principal Accounting Officer) |
II-67
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on the 29th day of March, 2019. | | | | | | CURIO BRAND MANAGEMENT LLC | | | By: | | HILTON DOMESTIC MANAGEMENT LLC, its Sole Member | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 29th day of March, 2019. | | | Signature | | Title | | | /s/ Kevin J. Jacobs Kevin J. Jacobs | | Executive Vice President and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
II-68
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on the 29th day of March, 2019. | | | | | | CURIO MANAGEMENT LLC | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 29th day of March, 2019. | | | Signature | | Title | | | /s/ Daniel Hughes Daniel Hughes | | President (Principal Executive Officer) | | | /s/ W. Steven Standefer W. Steven Standefer | | Senior Vice President (Principal Financial Officer and Principal Accounting Officer) |
II-69
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on the 29th day of March, 2019. | | | | | | DOUBLETREE LLC | | | By: | | PROMUS HOTELS PARENT LLC, its Sole Member | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 29th day of March, 2019. | | | Signature | | Title | | | /s/ Kevin J. Jacobs Kevin J. Jacobs | | Executive Vice President and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
II-70
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on the 29th day of March, 2019. | | | | | | DOUBLETREE MANAGEMENT LLC | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 29th day of March, 2019. | | | Signature | | Title | | | /s/ Daniel Hughes Daniel Hughes | | President (Principal Executive Officer) | | | /s/ W. Steven Standefer W. Steven Standefer | | Senior Vice President (Principal Financial Officer and Principal Accounting Officer) |
II-71
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on the 29th day of March, 2019. | | | | | | EMBASSY DEVELOPMENT LLC | | | By: | | PROMUS HOTELS LLC, its Sole Member | | | By: | | PROMUS OPERATING LLC, its Sole Member | | | By: | | PROMUS HOTELS PARENT LLC, its Sole Member | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 29th day of March, 2019. | | | Signature | | Title | | | /s/ Kevin J. Jacobs Kevin J. Jacobs | | Executive Vice President and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
II-72
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on the 29th day of March, 2019. | | | | | | EMBASSY SUITES MANAGEMENT LLC | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 29th day of March, 2019. | | | Signature | | Title | | | /s/ Daniel Hughes Daniel Hughes | | President (Principal Executive Officer) | | | /s/ W. Steven Standefer W. Steven Standefer | | Senior Vice President (Principal Financial Officer and Principal Accounting Officer) |
II-73
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on the 29th day of March, 2019. | | | | | | HAMPTON INNS MANAGEMENT LLC | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 29th day of March, 2019. | | | Signature | | Title | | | /s/ Daniel Hughes Daniel Hughes | | President (Principal Executive Officer) | | | /s/ W. Steven Standefer W. Steven Standefer | | Senior Vice President (Principal Financial Officer and Principal Accounting Officer) |
II-74
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on the 29th day of March, 2019. | | | | | | HILTON BEVERAGE LLC | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 29th day of March, 2019. | | | Signature | | Title | | | /s/ Daniel Hughes Daniel Hughes | | President and Director (Principal Executive Officer) | | | /s/ W. Steven Standefer W. Steven Standefer | | Senior Vice President (Principal Financial Officer and Principal Accounting Officer) | | | /s/ Keith Clampet Keith Clampet | | Vice President, Assistant Treasurer, Assistant Secretary and Director |
II-75
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on the 29th day of March, 2019. | | | | | | HILTON CHICAGO BEVERAGE I LLC | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 29th day of March, 2019. | | | Signature | | Title | | | /s/ Kevin J. Jacobs Kevin J. Jacobs | | Executive Vice President and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
II-76
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on the 29th day of March, 2019. | | | | | | HILTON CHICAGO BEVERAGE II LLC | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 29th day of March, 2019. | | | Signature | | Title | | | /s/ Kevin J. Jacobs Kevin J. Jacobs | | Executive Vice President and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
II-77
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on the 29th day of March, 2019. | | | | | | HILTON CHICAGO BEVERAGE III LLC | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 29th day of March, 2019. | | | Signature | | Title | | | /s/ Kevin J. Jacobs Kevin J. Jacobs | | Executive Vice President and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
II-78
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on the 29th day of March, 2019. | | | | | | HILTON CHICAGO BEVERAGE IV LLC | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 29th day of March, 2019. | | | Signature | | Title | | | /s/ Kevin J. Jacobs Kevin J. Jacobs | | Executive Vice President and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
II-79
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on the 29th day of March, 2019. | | | | | | HILTON CORPORATE DIRECTOR LLC | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 29th day of March, 2019. | | | Signature | | Title | | | /s/ Kevin J. Jacobs Kevin J. Jacobs | | Executive Vice President and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
II-80
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on the 29th day of March, 2019. | | | | | | HILTON DOMESTIC FRANCHISE LLC | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 29th day of March, 2019. | | | Signature | | Title | | | /s/ Kevin J. Jacobs Kevin J. Jacobs | | Executive Vice President and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
II-81
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on the 29th day of March, 2019. | | | | | | HILTON DOMESTIC MANAGEMENT LLC | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 29th day of March, 2019. | | | Signature | | Title | | | /s/ Kevin J. Jacobs Kevin J. Jacobs | | Executive Vice President and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
II-82
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on the 29th day of March, 2019. | | | | | | HILTON EL CON MANAGEMENT LLC | | | | By: | | HPP INTERNATIONAL LLC, its Sole Member | | | | By: | | HPP HOTELS USA LLC, its Sole Member | | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 29th day of March, 2019. | | | Signature | | Title | | | /s/ Kevin J. Jacobs Kevin J. Jacobs | | Executive Vice President and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
II-83
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on the 29th day of March, 2019. | | | | | | HILTON EL CON OPERATOR LLC | | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 29th day of March, 2019. | | | Signature | | Title | | | /s/ Kevin J. Jacobs Kevin J. Jacobs | | Executive Vice President and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) | | | /s/ W. Steven Standefer W. Steven Standefer | | Senior Vice President and Director |
II-84
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on the 29th day of March, 2019. | | | | | | HILTON FRANCHISE HOLDING LLC | | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 29th day of March, 2019. | | | Signature | | Title | | | /s/ Kevin J. Jacobs Kevin J. Jacobs | | Executive Vice President (Principal Executive Officer) | | | /s/ W. Steven Standefer W. Steven Standefer | | Senior Vice President (Principal Financial Officer and Principal Accounting Officer) |
II-85
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on the 29th day of March, 2019. | | | | | | HILTON GARDEN INNS MANAGEMENT LLC | | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 29th day of March, 2019. | | | Signature | | Title | | | /s/ Daniel Hughes Daniel Hughes | | President (Principal Executive Officer) | | | /s/ W. Steven Standefer W. Steven Standefer | | Senior Vice President (Principal Financial Officer and Principal Accounting Officer) |
II-86
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on the 29th day of March, 2019. | | | | | | HILTON HAWAII CORPORATION | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 29th day of March, 2019. | | | Signature | | Title | | | /s/ Kevin J. Jacobs Kevin J. Jacobs | | Executive Vice President and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) | | | /s/ Michael Duffy Michael Duffy | | Director | | | /s/ Frederick Schacknies Frederick Schacknies | | Assistant Treasurer and Director | | | /s/ W. Steven Standefer W. Steven Standefer | | Senior Vice President and Director |
II-30II-87
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.the 29th day of March, 2019. | | | | | HILTON WORLDWIDE FINANCE CORP.ILLINOIS HOLDINGS LLC | | | | By: | | HILTON HOLDINGS, LLC, its Sole Member | | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd29th day of June, 2017.March, 2019. | | | Signature | | Title | | | /s/ Kevin J. Jacobs Kevin J. Jacobs | | Executive Vice President and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
II-88
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on the 29th day of March, 2019. | | | | | | HILTON MANAGEMENT LLC | | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 29th day of March, 2019. | | | Signature | | Title | | | /s/ Daniel Hughes Daniel Hughes | | President (Principal Executive Officer) | | | /s/ W. Steven Standefer W. Steven Standefer | | Senior Vice President (Principal Financial Officer and Principal Accounting Officer) |
II-89
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on the 29th day of March, 2019. | | | | | HILTON NUS HHS, INC. | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 29th day of March, 2019. | | | Signature | | Title | | | /s/ Michael Duffy Michael Duffy | | Director | | | /s/ Frederick Schacknies Frederick Schacknies | | Senior Vice President, Treasurer and Director | | | /s/ W. Steven Standefer W. Steven Standefer | | Senior Vice President and Director |
II-90
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on the 29th day of March, 2019. | | | | | HILTON SAN DIEGO LLC | | | | By: | | HILTON HOLDINGS, LLC, its Sole Member | | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 29th day of March, 2019. | | | Signature | | Title | | | /s/ Kevin J. Jacobs Kevin J. Jacobs | | Executive Vice President and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) | | | /s/ W. Steven Standefer W. Steven Standefer | | Senior Vice President and Director |
II-91
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on the 29th day of March, 2019. | | | | | HILTON SUPPLY MANAGEMENT LLC | | | | By: | | HLT HSM HOLDING LLC, its Sole Member | | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 29th day of March, 2019. | | | Signature | | Title | | | /s/ Kevin J. Jacobs Kevin J. Jacobs | | Executive Vice President and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
II-92
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on the 29th day of March, 2019. | | | | | HILTON SYSTEMS SOLUTIONS, LLC | | | | By: | | HLT HSS HOLDING LLC, its Sole Member | | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 29th day of March, 2019. | | | Signature | | Title | | | /s/ Kevin J. Jacobs Kevin J. Jacobs | | Executive Vice President and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
II-93
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on the 29th day of March, 2019. | | | | | HILTON WORLDWIDE FINANCE CORP. | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 29th day of March, 2019. | | | Signature | | Title | | | /s/ Kevin J. Jacobs Kevin J. Jacobs | | Executive Vice President and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) | | | /s/ Michael Duffy Michael Duffy | | Director | | | /s/ Frederick Schacknies Frederick Schacknies | | Assistant Treasurer and Director | | | /s/ W. Steven Standefer W. Steven Standefer | | Senior Vice President and Director |
II-31II-94
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.the 29th day of March, 2019. | | | | | HILTON DOMESTIC OPERATING COMPANY INC.WORLDWIDE FINANCE LLC | | | | By: | | HILTON WORLDWIDE PARENT LLC, its Sole Member | | | | By: | | HILTON WORLDWIDE HOLDINGS INC., its Sole Member | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd29th day of June, 2017.March, 2019. | | | Signature | | Title | | | /s/ Kevin J. Jacobs Kevin J. Jacobs | | Executive Vice President and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) | | | /s/ Michael Duffy Michael Duffy | | Director | | | /s/ Frederick Schacknies Frederick Schacknies | | Assistant Treasurer and Director |
II-95
| | | Signature | | Title | | | /s/ W. Steven Standefer W. Steven Standefer | | Senior Vice President and Director | | | /s/ Michael Duffy
Michael Duffy
| | Director |
II-32II-96
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.the 29th day of March, 2019. | | | | | DESTINATION RESORTS LLCHILTON WORLDWIDE HOLDINGS INC. | | | | By: | | HILTON HOLDINGS, LLC, its Sole Member/s/ Christopher J. Nassetta | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | By:Name: | | /s/ KevinChristopher J. JacobsNassetta
| | | Name:Title: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief
Financial Executive Officer
|
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney hashave been signed by the following persons in the capacities indicated on the 23rd29th day of June, 2017.March, 2019. | | | Signature | | Title | | | /s/ Christopher J. Nassetta Christopher J. Nassetta | | President, Chief Executive Officer and Director (Principal Executive Officer) | | | /s/ Jonathan D. Gray Jonathan D. Gray | | Chairman of the Board of Directors | | | /s/ Charlene T. Begley Charlene T. Begley | | Director | | | /s/ Melanie L. Healey Melanie L. Healey | | Director | | | /s/ Raymond E. Mabus, Jr. Raymond E. Mabus, Jr. | | Director | | | /s/ Judith A. McHale Judith A. McHale | | Director | | | /s/ John G. Schreiber John G. Schreiber | | Director |
II-97
| | | Signature | | Title | | | /s/ Elizabeth A. Smith Elizabeth A. Smith | | Director | | | /s/ Douglas M. Steenland Douglas M. Steenland | | Director | | | /s/ Kevin J. Jacobs Kevin J. Jacobs | | Executive Vice President and Chief Financial Officer (Principal ExecutiveFinancial Officer) | | | /s/ Michael W. Duffy Michael W. Duffy | | Senior Vice President and Chief Accounting Officer Principal Financial Officer and
(Principal Accounting Officer) |
II-33II-98
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.the 29th day of March, 2019. | | | | | DOUBLETREE HOTEL SYSTEMSHILTON WORLDWIDE PARENT LLC | | | By: | | DOUBLETREE HOTELS LLC, its Sole Member | | | By: | | DOUBLETREE LLC, its Sole Member | | | By: | | PROMUS HOTELS PARENT LLC, its Sole
Member
| | | By: | | HILTON DOMESTIC OPERATING COMPANYWORLDWIDE HOLDINGS INC., its Sole Member | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Name: Title: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd29th day of June, 2017.March, 2019. | | | Signature | | Title | | | /s/ Kevin J. Jacobs Kevin J. Jacobs | | Executive Vice President and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
II-34II-99
| | | Signature
| | Title
| | | /s/ W. Steven Standefer
W. Steven Standefer
| | Senior Vice President and Director
| | | /s/ Michael Duffy
Michael Duffy
| | Director
| | | /s/ Frederick Schacknies
Frederick Schacknies
| | Assistant Treasurer and Director
|
II-35
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.the 29th day of March, 2019. | | | | | DOUBLETREE HOTELSHLT AUDUBON LLC | | | By: | | DOUBLETREE LLC, its Sole Member | | | By: | | PROMUS HOTELS PARENT LLC, its Sole
Member
| | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Name:Title: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd29th day of June, 2017.March, 2019. | | | Signature | | Title | | | /s/ Kevin J. Jacobs Kevin J. Jacobs | | Executive Vice President and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
II-36II-100
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.the 29th day of March, 2019. | | | | | DT MANAGEMENTHLT CONRAD DOMESTIC LLC | | | By: | | DOUBLETREE HOTELS LLC, its
Sole Member
| | | By: | | DOUBLETREEHPP INTERNATIONAL LLC, its Sole Member | | | By: | | PROMUSHPP HOTELS PARENTUSA LLC, its Sole
Member | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Name:Title: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd29th day of June, 2017.March, 2019. | | | Signature | | Title | | | /s/ Joseph BergerKevin J. Jacobs Joseph BergerKevin J. Jacobs
| | Executive Vice President and Chief Financial Officer (Principal Executive Officer) | | | /s/ W. Steven StandeferOfficer,
W. Steven Standefer
| | Senior Vice President
(Principal Financial Officer and
Principal Accounting Officer) |
II-37II-101
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.the 29th day of March, 2019. | | | | | DT REAL ESTATE,HLT ESP INTERNATIONAL FRANCHISE LLC | | | By: | | DOUBLETREE HOTELSHPP INTERNATIONAL LLC, its Sole Member | | | By: | | DOUBLETREEHPP HOTELS USA LLC, its Sole Member | | | By: | | PROMUS HOTELS PARENT LLC, its Sole
Member
| | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Name:Title: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd29th day of June, 2017.March, 2019. | | | Signature | | Title | | | /s/ Kevin J. Jacobs Kevin J. Jacobs | | Executive Vice President and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
II-38II-102
| | | Signature
| | Title
| | | /s/ Frederick Schacknies
Frederick Schacknies
| | Senior Vice President, Treasurer and Director
| | | /s/ W. Steven Standefer
W. Steven Standefer
| | Senior Vice President and Director
| | | /s/ Michael Duffy
Michael Duffy
| | Director
|
II-39
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.the 29th day of March, 2019. | | | | | DTM ATLANTA/LEGACY, INC.HLT ESP INTERNATIONAL FRANCHISOR CORPORATION | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Name:Title: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd29th day of June, 2017. | | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
| | | /s/ Joseph Berger
Joseph Berger
| | Senior Vice President and Director
| | | /s/ Keith Clampet
Keith Clampet
| | Senior Vice President and Director
| | | /s/ W. Steven Standefer
W. Steven Standefer
| | Senior Vice President and Director
|
II-40
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | DTM COCONUT GROVE, INC. | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief
Financial Officer
|
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
| | | /s/ Justin Ray Hensley
Justin Ray Hensley
| | Assistant Treasurer and Director
| | | /s/ W. Steven Standefer
W. Steven Standefer
| | Senior Vice President and Director
|
II-41
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | DTM LARGO, INC. | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin Jacobs | | | Title: | | Executive Vice President and Chief
Financial Officer
|
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
| | | /s/ Justin Ray Hensley
Justin Ray Hensley
| | Assistant Treasurer and Director
| | | /s/ W. Steven Standefer
W. Steven Standefer
| | Senior Vice President and Director
|
II-42
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | DTM MARYLAND, INC. | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief
Financial Officer
|
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
| | | /s/ Justin Ray Hensley
Justin Ray Hensley
| | Assistant Treasurer and Director
| | | /s/ W. Steven Standefer
W. Steven Standefer
| | Senior Vice President and Director
|
II-43
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | | | DTM SANTA CLARA LLC | | | By: | | DT MANAGEMENT LLC, its Sole Member | | | By: | | DOUBLETREE HOTELS LLC, its Sole Member | | | By: | | DOUBLETREE LLC, its Sole Member | | | By: | | PROMUS HOTELS PARENT LLC, its Sole Member | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief
Financial Officer
|
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
II-44
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | DTM WALNUT CREEK, INC. | | | By: | | /s/ Joseph Berger
| | | Name: | | Joseph Berger | | | Title: | | President |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Joseph Berger
Joseph Berger
| | President and Director
(Principal Executive Officer)
| | | /s/ W. Steven Standefer
W. Steven Standefer
| | Senior Vice President and Director
(Principal Financial Officer and
Principal Accounting Officer)
| | | /s/ Keith Clampet
Keith Clampet
| | Vice President, Assistant Treasurer, Assistant Secretary and
Director
|
II-45
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | DTR FCH HOLDINGS, INC. | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief
Financial Officer
|
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
| | | /s/ Justin Ray Hensley
Justin Ray Hensley
| | Assistant Treasurer and Director
| | | /s/ W. Steven Standefer
W. Steven Standefer
| | Senior Vice President and Director
|
II-46
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | DTR PAH HOLDING, INC. | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief
Financial Officer
|
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
| | | /s/ Justin Ray Hensley
Justin Ray Hensley
| | Assistant Treasurer and Director
| | | /s/ W. Steven Standefer
W. Steven Standefer
| | Senior Vice President and Director
|
II-47
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | DTR SAN ANTONIO, INC. | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief
Financial Officer
|
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
| | | /s/ W. Steven Standefer
W. Steven Standefer
| | Senior Vice President and Director
|
II-48
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | HIC GAMING CALIFORNIA, INC. | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief
Financial Officer
|
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
| | | /s/ W. Steven Standefer
W. Steven Standefer
| | Senior Vice President and Director
| | | /s/ Michael Duffy
Michael Duffy
| | Director
| | | /s/ Frederick Schacknies
Frederick Schacknies
| | Senior Vice President, Treasurer and Director
|
II-49
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | HIC SAN PABLO LIMITED, INC. | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief
Financial Officer
|
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
| | | /s/ W. Steven Standefer
W. Steven Standefer
| | Senior Vice President and Director
| | | /s/ Michael Duffy
Michael Duffy
| | Director
| | | /s/ Frederick Schacknies
Frederick Schacknies
| | Assistant Treasurer and Director
|
II-50
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | HIC SAN PABLO, L.P. | | | By: | | HIC GAMING CALIFORNIA, INC., its
General Partner
| | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief
Financial Officer
|
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
II-51
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | 90210 BILTMORE MANAGEMENT, LLC | | | By: | | 90210 MANAGEMENT COMPANY, LLC, its Sole Member | | | By: | | HILTON ILLINOIS HOLDINGS LLC, its Sole Member | | | By: | | HILTON HOLDINGS, LLC, its Sole Member | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
II-52
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | 90210 DESERT RESORTS MANAGEMENT CO., LLC | | | By: | | 90210 MANAGEMENT COMPANY, LLC, its
Sole Member
| | | By: | | HILTON ILLINOIS HOLDINGS LLC, its Sole Member | | | By: | | HILTON HOLDINGS, LLC, its Sole Member | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
II-53
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | 90210 GRAND WAILEA MANAGEMENT CO., LLC | | | By: | | 90210 MANAGEMENT COMPANY, LLC, its
Sole Member
| | | By: | | HILTON ILLINOIS HOLDINGS LLC, its Sole Member | | | By: | | HILTON HOLDINGS, LLC, its Sole Member | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
II-54
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | 90210 LLC | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
II-55
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | 90210 MANAGEMENT COMPANY, LLC | | | By: | | HILTON ILLINOIS HOLDINGS LLC, its Sole Member | | | By: | | HILTON HOLDINGS, LLC, its Sole Member | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Joseph Berger
Joseph Berger
| | President
(Principal Executive Officer)
| | | /s/ W. Steven Standefer
W. Steven Standefer
| | Senior Vice President
(Principal Financial Officer and
Principal Accounting Officer)
|
II-56
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | ANDIAMO’S O’HARE, LLC | | | By: | | HILTON ILLINOIS, LLC, its Sole Member | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Joseph Berger
Joseph Berger
| | President
(Principal Executive Officer)
| | | /s/ W. Steven Standefer
W. Steven Standefer
| | Senior Vice President
(Principal Financial Officer and
Principal Accounting Officer)
|
II-57
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | BLUE BONNET SECURITY, LLC | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
II-58
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | CANOPY BRAND MANAGEMENT LLC | | | By: | | HILTON DOMESTIC MANAGEMENT LLC, its Sole Member | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
II-59
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | COMPRIS HOTEL LLC | | | By: | | DOUBLETREE HOTEL SYSTEMS LLC, its Sole Member | | | By: | | DOUBLETREE HOTELS LLC, its Sole Member | | | By: | | DOUBLETREE LLC, its Sole Member | | | By: | | PROMUS HOTELS PARENT LLC, its Sole Member | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Joseph Berger
Joseph Berger
| | President
(Principal Executive Officer)
| | | /s/ W. Steven Standefer
W. Steven Standefer
| | Senior Vice President
(Principal Financial Officer and
Principal Accounting Officer)
|
II-60
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | CONRAD INTERNATIONAL MANAGE (CIS) LLC | | | By: | | HPP INTERNATIONAL LLC, its Sole Member | | | By: | | HPP HOTELS USA LLC, its Sole Member | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
II-61
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | CONRAD MANAGEMENT LLC | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Joseph Berger
Joseph Berger
| | President
(Principal Executive Officer)
| | | /s/ W. Steven Standefer
W. Steven Standefer
| | Senior Vice President
(Principal Financial Officer and
Principal Accounting Officer)
|
II-62
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | CURIO BRAND MANAGEMENT LLC | | | By: | | HILTON DOMESTIC MANAGEMENT LLC, its Sole Member | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
II-63
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | DOUBLETREE LLC | | | By: | | PROMUS HOTELS PARENT LLC, its Sole Member | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
II-64
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | DOUBLETREE MANAGEMENT LLC | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Joseph Berger
Joseph Berger
| | President
(Principal Executive Officer)
| | | /s/ W. Steven Standefer
W. Steven Standefer
| | Senior Vice President
(Principal Financial Officer and
Principal Accounting Officer)
|
II-65
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | EJP LLC | | | By: | | PROMUS HOTELS LLC, its Sole Member | | | By: | | PROMUS OPERATING LLC, its Sole Member | | | By: | | PROMUS HOTELS PARENT LLC, its Sole Member | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
II-66
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | EMBASSY DEVELOPMENT LLC | | | By: | | PROMUS HOTELS LLC, its Sole Member | | | By:
| | PROMUS OPERATING LLC, its Sole Member | | | By: | | PROMUS HOTELS PARENT LLC, its Sole Member | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
II-67
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | EMBASSY EQUITY DEVELOPMENT LLC | | | By: | | PROMUS HOTELS LLC, its Sole Member | | | By: | | PROMUS OPERATING LLC, its Sole Member | | | By: | | PROMUS HOTELS PARENT LLC, its Sole Member | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
II-68
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | EMBASSY SUITES (ISLA VERDE), INC. | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer) |
II-69
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | EMBASSY SUITES MANAGEMENT LLC | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Joseph Berger
Joseph Berger
| | President
(Principal Executive Officer) | | | /s/ W. Steven Standefer
W. Steven Standefer
| | Senior Vice President
(Principal Financial Officer and
Principal Accounting Officer) |
II-70
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | EMBASSY SYRACUSE DEVELOPMENT LLC | | | By: | | EMBASSY EQUITY DEVELOPMENT LLC, its Sole Member | | | By: | | PROMUS HOTELS LLC, its Sole Member | | | By: | | PROMUS OPERATING LLC, its Sole Member | | | By: | | PROMUS HOTELS PARENT LLC, its Sole Member | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer) |
II-71
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | EPAM CORPORATION | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer) | | | /s/ Justin Ray Hensley
Justin Ray Hensley
| | Assistant Treasurer and Director | | | /s/ W. Steven Standefer
W. Steven Standefer
| | Senior Vice President and Director |
II-72
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | HAMPTON INNS LLC | | | By: | | PROMUS HOTELS LLC, its Sole Member | | | By: | | PROMUS OPERATING LLC, its Sole Member | | | By: | | PROMUS HOTELS PARENT LLC, its Sole Member | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer) |
II-73
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | HAMPTON INNS MANAGEMENT LLC | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Joseph Berger
Joseph Berger
| | President
(Principal Executive Officer) | | | /s/ W. Steven Standefer
W. Steven Standefer
| | Senior Vice President
(Principal Financial Officer and
Principal Accounting Officer) |
II-74
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | HHC BC ORLANDO, LLC | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer) |
II-75
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | HIC FIRST LLC | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer) | | | /s/ Stuart Beasley
Stuart Beasley
| | Director |
II-76
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | HIC HOLDINGS LLC | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer) |
II-77
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | HIC HOTELS U.S.A. LLC | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer) | | | /s/ Michael Duffy
Michael Duffy
| | Director | | | /s/ Frederick Schacknies
Frederick Schacknies
| | Assistant Treasurer and Director | | | /s/ W. Steven Standefer
W. Steven Standefer
| | Senior Vice President and Director |
II-78
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | HIC RACING CORPORATION | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer) | | | /s/ W. Steven Standefer
W. Steven Standefer
| | Senior Vice President and Director |
II-79
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | HIC SECOND LLC | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer) |
II-80
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | HILTON BEVERAGE LLC | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Joseph Berger
Joseph Berger
| | President and Director
(Principal Executive Officer)
| | | /s/ W. Steven Standefer
W. Steven Standefer
| | Senior Vice President
(Principal Financial Officer and
Principal Accounting Officer)
| | | /s/ Keith Clampet
Keith Clampet
| | Vice President, Assistant Treasurer, Assistant Secretary and Director |
II-81
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | HILTON CHICAGO BEVERAGE I LLC | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
II-82
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | HILTON CHICAGO BEVERAGE II LLC | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
II-83
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | HILTON CHICAGO BEVERAGE III LLC | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
II-84
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | HILTON CHICAGO BEVERAGE IV LLC | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
II-85
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | HILTON CORPORATE DIRECTOR LLC | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
II-86
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | HILTON DOMESTIC FRANCHISE LLC | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
II-87
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | HILTON DOMESTIC MANAGEMENT LLC | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
II-88
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | HILTON EL CON MANAGEMENT LLC | | | By:
| | HPP INTERNATIONAL LLC, its Sole Member | | | By:
| | HPP HOTELS USA LLC, its Sole Member | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
II-89
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | HILTON EL CON OPERATOR LLC | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
| | | /s/ W. Steven Standefer
W. Steven Standefer
| | Senior Vice President and Director |
II-90
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | HILTON ELECTRONIC DISTRIBUTION
SYSTEMS, LLC
| | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
II-91
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | HILTON FRANCHISE HOLDING LLC | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ James E. Holthouser
James E. Holthouser
| | Executive Vice President
(Principal Executive Officer)
| | | /s/ W. Steven Standefer
W. Steven Standefer
| | Senior Vice President
(Principal Financial Officer and
Principal Accounting Officer)
|
II-92
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | HILTON GARDEN INNS MANAGEMENT LLC | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Joseph Berger
Joseph Berger
| | President
(Principal Executive Officer)
| | | /s/ W. Steven Standefer
W. Steven Standefer
| | Senior Vice President
(Principal Financial Officer and
Principal Accounting Officer)
|
II-93
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | HILTON HAWAII CORPORATION | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.March, 2019.
| | | Signature | | Title | | | /s/ Kevin J. Jacobs Kevin J. Jacobs | | Executive Vice President and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) | | | /s/ Michael Duffy Michael Duffy | | Director | | | /s/ Frederick Schacknies Frederick Schacknies | | Assistant Treasurer and Director | | | /s/ W. Steven Standefer W. Steven Standefer | | Senior Vice President and Director |
II-94II-103
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.the 29th day of March, 2019. | | | | | HILTON HONORS WORLDWIDEHLT ESP INTERNATIONAL MANAGE LLC | | | By: | | HLT FRANCHISE II BORROWERHPP INTERNATIONAL LLC, its ManagingSole Member | | | By: | | HPP HOTELS USA LLC, its Sole Member | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer | | | By:
| | HLT FRANCHISE V BORROWER LLC, its Managing Member | | | By:
| | HLT FRANCHISE MEZZ V-A-K LLC, its Sole Member | | | By:
| | H ALLIANCE INC, its Sole Member | | | By: | | /s/ W. Steven Standefer
| | | Name: | | W. Steven Standefer | | | Title: | | President, Treasurer and Director |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd29th day of June, 2017. March, 2019. II-95
| | | Signature | | Title | | | /s/ Kevin J. Jacobs Kevin J. Jacobs | | Executive Vice President and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
II-96II-104
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.the 29th day of March, 2019. | | | | | HILTON ILLINOIS HOLDINGS LLCHLT ESP INTERNATIONAL MANAGEMENT CORPORATION | | | | By: | | HILTON HOLDINGS, LLC, its Sole Member/s/ Kevin J. Jacobs | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | By:Name: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd29th day of June, 2017. | | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
II-97
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | HILTON INNS LLC | | | By: | | 90210 LLC, its Sole Member | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
II-98
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | HILTON INTERNATIONAL HOLDING LLC | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.March, 2019.
| | | Signature | | Title | | | /s/ Kevin J. Jacobs Kevin J. Jacobs | | Executive Vice President and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) | | | /s/ Michael Duffy Michael Duffy | | Director | | | /s/ Frederick Schacknies Frederick Schacknies | | Assistant Treasurer and Director | | | /s/ W. Steven Standefer W. Steven Standefer | | Senior Vice President and Director |
II-99II-105
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.the 29th day of March, 2019. | | | | | HILTON MANAGEMENTHLT ESP MANAGE LLC | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd29th day of June, 2017.March, 2019. | | | Signature | | Title | | | /s/ Joseph BergerKevin J. Jacobs Joseph BergerKevin J. Jacobs
| | Executive Vice President and Chief Financial Officer (Principal Executive Officer) | | | /s/ W. Steven StandeferOfficer,
W. Steven Standefer
| | Senior Vice President
(Principal Financial Officer and
Principal Accounting Officer) |
II-100II-106
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.the 29th day of March, 2019. | | | | | | HLT HSM HOLDING LLC | | | By: | | HILTON NEW JERSEY SERVICE CORP.DOMESTIC OPERATING COMPANY INC., its Sole Member | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd29th day of June, 2017.March, 2019. | | | Signature | | Title | | | /s/ Kevin J. Jacobs Kevin J. Jacobs | | Executive Vice President and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) | | | /s/ Joseph Berger
Joseph Berger
| | Senior Vice President and Director | | | /s/ W. Steven Standefer
W. Steven Standefer
| | Senior Vice President and Director |
II-101II-107
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.the 29th day of March, 2019. | | | | | HILTON RECREATIONHLT HSS HOLDING LLC | | | By: | | HILTON HOLDINGS, LLC, its Sole Member | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd29th day of June, 2017.March, 2019. | | | Signature | | Title | | | /s/ Kevin J. Jacobs Kevin J. Jacobs | | Executive Vice President and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
II-102II-108
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.the 29th day of March, 2019. | | | | | HILTON SAN DIEGOHLT JV ACQUISITION LLC | | | By: | | HILTON HOLDINGS, LLC, its Sole Member | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd29th day of June, 2017. | | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
| | | /s/ W. Steven Standefer
W. Steven Standefer
| | Senior Vice President and Director |
II-103
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | HILTON SPRING CORPORATION | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
| | | /s/ Michael Duffy
Michael Duffy
| | Director | | | /s/ Frederick A. Schacknies
Frederick A. Schacknies
| | Assistant Treasurer and Director | | | /s/ W. Steven Standefer
W. Steven Standefer
| | Senior Vice President and Director |
II-104
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | HILTON SUPPLY MANAGEMENT LLC | | | By: | | HLT HSM HOLDING LLC, its Sole Member | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
II-105
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | HILTON SYSTEMS SOLUTIONS, LLC | | | By: | | HLT HSS HOLDING LLC, its Sole Member | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
II-106
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | HILTON SYSTEMS, LLC | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
II-107
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | HILTON WORLDWIDE HOLDINGS INC. | | | By: | | /s/ Christopher J. Nassetta
| | | Name: | | Christopher J. Nassetta | | | Title: | | President and Chief Executive Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Christopher J. Nassetta
Christopher J. Nassetta
| | President and Chief Executive Officer
(Principal Executive Officer)
| | | /s/ Jonathan D. Gray
Jonathan D. Gray
| | Chairman of the Board of Directors | | | /s/ Charlene T. Begley
Charlene T. Begley
| | Director | | | /s/ Jon M. Huntsman
Jon M. Huntsman
| | Director | | | /s/ Judith A. McHale
Judith A. McHale
| | Director | | | /s/ John G. Schreiber
John G. Schreiber
| | Director |
II-108
| | | Signature
| | Title
| | | /s/ Elizabeth A. Smith
Elizabeth A. Smith
| | Director | | | /s/ Douglas M. Steenland
Douglas M. Steenland
| | Director | | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
|
II-109
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | HILTON WORLDWIDE PARENT LLC | | | By: | | HILTON WORLDWIDE HOLDINGS INC., its Sole Member | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
II-110
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | HLT AUDUBON LLC | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
II-111
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | HLT CONRAD DOMESTIC LLC | | | By: | | HPP INTERNATIONAL LLC, its Sole Member | | | By: | | HPP HOTELS USA LLC, its Sole Member | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
II-112
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | HLT DOMESTIC JV HOLDINGS LLC | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
II-113
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | HLT ESP INTERNATIONAL FRANCHISE LLC | | | By: | | HPP INTERNATIONAL LLC, its Sole Member | | | By: | | HPP HOTELS USA LLC, its Sole Member | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
II-114
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | HLT ESP INTERNATIONAL FRANCHISOR CORPORATION | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.March, 2019.
| | | Signature | | Title | | | /s/ Kevin J. Jacobs Kevin J. Jacobs | | Executive Vice President and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) | | | /s/ Michael Duffy Michael Duffy | | Director | | | /s/ Frederick Schacknies Frederick Schacknies | | Assistant Treasurer and Director | | | /s/ W. Steven Standefer W. Steven Standefer | | Senior Vice President and Director |
II-115II-109
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.the 29th day of March, 2019. | | | | | HLT ESPLIFESTYLE INTERNATIONAL MANAGEFRANCHISE LLC | | | By: | | HPP INTERNATIONAL LLC, its Sole Member | | | By: | | HPP HOTELS USA LLC, its Sole Member | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd29th day of June, 2017.March, 2019. | | | Signature | | Title | | | /s/ Kevin J. Jacobs Kevin J. Jacobs | | Executive Vice President and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
II-116II-110
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.the 29th day of March, 2019. | | | | | HLT ESPLIFESTYLE INTERNATIONAL MANAGEMENTFRANCHISOR CORPORATION | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd29th day of June, 2017.March, 2019. | | | Signature | | Title | | | /s/ Kevin J. Jacobs Kevin J. Jacobs | | Executive Vice President and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) | | | /s/ Michael Duffy Michael Duffy | | Director | | | /s/ Frederick Schacknies Frederick Schacknies | | Assistant Treasurer and Director | | | /s/ W. Steven Standefer W. Steven Standefer | | Senior Vice President and Director |
II-117II-111
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.the 29th day of March, 2019. | | | | | HLT ESPLIFESTYLE INTERNATIONAL MANAGE LLC | | | By: | | HPP INTERNATIONAL LLC, its Sole Member | | | By: | | HPP HOTELS USA LLC, its Sole Member | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd29th day of June, 2017.March, 2019. | | | Signature | | Title | | | /s/ Kevin J. Jacobs Kevin J. Jacobs | | Executive Vice President and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
II-118II-112
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.the 29th day of March, 2019. | | | | | HLT EXISTING FRANCHISE HOLDING LLC | | | By:
| | HILTON DOMESTIC OPERATING COMPANY INC., its Sole MemberLIFESTYLE INTERNATIONAL MANAGEMENT CORPORATION | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd29th day of June, 2017.March, 2019. | | | Signature | | Title | | | /s/ Kevin J. Jacobs Kevin J. Jacobs | | Executive Vice President and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) | | | /s/ Michael Duffy Michael Duffy | | Director | | | /s/ Frederick Schacknies Frederick Schacknies | | Assistant Treasurer and Director | | | /s/ W. Steven Standefer W. Steven Standefer | | Senior Vice President and Director |
II-119II-113
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.the 29th day of March, 2019. | | | | | HLT FRANCHISE II BORROWERLIFESTYLE MANAGE LLC | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd29th day of June, 2017.March, 2019. | | | Signature | | Title | | | /s/ Kevin J. Jacobs Kevin J. Jacobs | | Executive Vice President and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
II-120II-114
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.the 29th day of March, 2019. | | | | | HLT HQ SPEPALMER LLC | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd29th day of June, 2017.March, 2019. | | | Signature | | Title | | | /s/ Kevin J. Jacobs Kevin J. Jacobs | | Executive Vice President and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
II-121II-115
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.the 29th day of March, 2019. | | | | | HLT HSM HOLDINGHOME2 BRAND MANAGEMENT LLC | | | By: | | HILTON DOMESTIC MANAGEMENT LLC, its Sole Member | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd29th day of June, 2017.March, 2019. | | | Signature | | Title | | | /s/ Kevin J. Jacobs Kevin J. Jacobs | | Executive Vice President and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
II-122II-116
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.the 29th day of March, 2019. | | | | | HLT HSS HOLDINGHOME2 MANAGEMENT LLC | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd29th day of June, 2017.March, 2019. | | | Signature | | Title | | | /s/ Kevin J. Jacobs Kevin J. Jacobs | | Executive Vice President and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
II-123II-117
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.the 29th day of March, 2019. | | | | | HLT JV ACQUISITIONHOMEWOOD SUITES MANAGEMENT LLC | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd29th day of June, 2017.March, 2019. | | | Signature | | Title | | | /s/ Kevin J. Jacobs Kevin J. Jacobs | | Executive Vice President and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
II-118
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on the 29th day of March, 2019. | | | | | HOTELS STATLER COMPANY, INC. | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 29th day of March, 2019. | | | Signature | | Title | | | /s/ Kevin J. Jacobs Kevin J. Jacobs | | Executive Vice President and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) | | | /s/ Daniel Hughes Daniel Hughes | | Director | | | /s/ Keith Clampet Keith Clampet | | Director | | | /s/ W. Steven Standefer W. Steven Standefer | | Senior Vice President and Director |
II-119
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on the 29th day of March, 2019. | | | | | HPP HOTELS USA LLC | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 29th day of March, 2019. | | | Signature | | Title | | | /s/ Kevin J. Jacobs Kevin J. Jacobs | | Executive Vice President and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) | | | /s/ Michael Duffy Michael Duffy | | Director | | | /s/ Frederick Schacknies Frederick Schacknies | | Assistant Treasurer and Director | | | /s/ W. Steven Standefer W. Steven Standefer | | Senior Vice President and Director |
II-124II-120
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.the 29th day of March, 2019. | | | | | HLT LIFESTYLEHPP INTERNATIONAL FRANCHISE LLC | | | By: | | HPP INTERNATIONAL LLC, its Sole Member | | | By:
| | HPP HOTELSHOTEL USA LLC, its Sole Member | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd29th day of June, 2017. | | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
II-125
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | HLT LIFESTYLE INTERNATIONAL FRANCHISOR CORPORATION | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.March, 2019.
| | | Signature | | Title | | | /s/ Kevin J. Jacobs Kevin J. Jacobs | | Executive Vice President and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) | | | /s/ Michael Duffy Michael Duffy | | Director | | | /s/ Frederick Schacknies Frederick Schacknies | | Assistant Treasurer and Director | | | /s/ W. Steven Standefer W. Steven Standefer | | Senior Vice President and Director |
II-126II-121
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.the 29th day of March, 2019. | | | | | HLT LIFESTYLE INTERNATIONAL MANAGEINNVISION, LLC | | | By:
| | HPP INTERNATIONAL LLC, its Sole Member | | | By:
| | HPP HOTELS USA LLC, its Sole Member | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd29th day of June, 2017.March, 2019. | | | Signature | | Title | | | /s/ Kevin J. Jacobs Kevin J. Jacobs | | Executive Vice President and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
II-127II-122
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.the 29th day of March, 2019. | | | | | HLT LIFESTYLE INTERNATIONALLXR MANAGEMENT CORPORATIONLLC | | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd29th day of June, 2017.March, 2019. | | | Signature | | Title | | | /s/ Daniel Hughes Daniel Hughes | | President (Principal Executive Officer) | | | /s/ W. Steven Standefer W. Steven Standefer | | Senior Vice President (Principal Financial Officer and Principal Accounting Officer) |
II-123
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on the 29th day of March, 2019. | | | | | | MOTTO MANAGEMENT LLC | | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 29th day of March, 2019. | | | Signature | | Title | | | /s/ Daniel Hughes Daniel Hughes | | President (Principal Executive Officer) | | | /s/ W. Steven Standefer W. Steven Standefer | | Senior Vice President (Principal Financial Officer and Principal Accounting Officer) |
II-124
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on the 29th day of March, 2019. | | | | | | POTTER’S BAR PALMER HOUSE, LLC | | | | By: | | HILTON ILLINOIS, LLC, its Sole Member | | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 29th day of March, 2019. | | | Signature | | Title | | | /s/ Kevin J. Jacobs Kevin J. Jacobs | | Executive Vice President and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
II-125
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on the 29th day of March, 2019. | | | | | | PROMUS HOTEL SERVICES, INC. | | | | By: | | /s/ Daniel Hughes | | | Name: | | Daniel Hughes | | | Title: | | President and Director |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 29th day of March, 2019. | | | Signature | | Title | | | /s/ Daniel Hughes Daniel Hughes | | President and Director (Principal Executive Officer) | | | /s/ Keith Clampet Keith Clampet | | Vice President, Assistant Treasurer, Assistant Secretary and Director | | | /s/ W. Steven Standefer W. Steven Standefer | | Senior Vice President and Director (Principal Financial Officer and Principal Accounting Officer) |
II-126
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on the 29th day of March, 2019. | | | | | | PROUMUS HOTELS FLORIDA LLC | | | | By: | | PROMUS HOTELS LLC, its Sole Member | | | | By: | | PROMUS HOTELS PARENT LLC, its Sole Member | | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 29th day of March, 2019. | | | Signature | | Title | | | /s/ Daniel Hughes Daniel Hughes | | President (Principal Executive Officer) | | | /s/ W. Steven Standefer W. Steven Standefer | | Senior Vice President (Principal Financial Officer and Principal Accounting Officer) |
II-127
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on the 29th day of March, 2019. | | | | | | PROMUS HOTELS LLC | | | | By: | | PROMUS HOTELS PARENT LLC, its Sole Member | | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 29th day of March, 2019. | | | Signature | | Title | | | /s/ Daniel Hughes Daniel Hughes | | President (Principal Executive Officer) | | | /s/ W. Steven Standefer W. Steven Standefer | | Senior Vice President (Principal Financial Officer and Principal Accounting Officer) |
II-128
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on the 29th day of March, 2019. | | | | | | PROMUS HOTELS PARENT LLC | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 29th day of March, 2019. | | | Signature | | Title | | | /s/ Kevin J. Jacobs Kevin J. Jacobs | | Executive Vice President and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
II-129
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on the 29th day of March, 2019. | | | | | | SIGNIA HOTEL MANAGEMENT LLC | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 29th day of March, 2019. | | | Signature | | Title | | | /s/ Daniel Hughes Daniel Hughes | | President (Principal Executive Officer) | | | /s/ W. Steven Standefer W. Steven Standefer | | Senior Vice President (Principal Financial Officer and Principal Accounting Officer) |
II-130
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on the 29th day of March, 2019. | | | | | | TAPESTRY MANAGEMENT LLC | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 29th day of March, 2019. | | | Signature | | Title | | | /s/ Daniel Hughes Daniel Hughes | | President (Principal Executive Officer) | | | /s/ W. Steven Standefer W. Steven Standefer | | Senior Vice President (Principal Financial Officer and Principal Accounting Officer) |
II-131
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on the 29th day of March, 2019. | | | | | | TRU BRAND MANAGEMENT LLC | | | By: | | HILTON DOMESTIC MANAGEMENT LLC, its Sole Member | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 29th day of March, 2019. | | | Signature | | Title | | | /s/ Kevin J. Jacobs Kevin J. Jacobs | | Executive Vice President and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
II-132
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on the 29th day of March, 2019. | | | | | | WA COLLECTION INTERNATIONAL, LLC | | | By: | | HPP INTERNATIONAL LLC, its Sole Member | | | By: | | HPP HOTEL USA LLC, its Sole Member | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 29th day of March, 2019. | | | Signature | | Title | | | /s/ Kevin J. Jacobs Kevin J. Jacobs | | Executive Vice President and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
II-133
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on the 29th day of March, 2019. | | | | | | WALDORF=ASTORIA MANAGEMENT LLC | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 29th day of March, 2019. | | | Signature | | Title | | | /s/ Daniel Hughes Daniel Hughes | | President (Principal Executive Officer) | | | /s/ W. Steven Standefer W. Steven Standefer | | Senior Vice President (Principal Financial Officer and Principal Accounting Officer) |
II-134
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on the 29th day of March, 2019. | | | | | | FLORIDA CONRAD INTERNATIONAL CORP. | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 29th day of March, 2019. | | | Signature | | Title | | | /s/ Kevin J. Jacobs Kevin J. Jacobs | | Executive Vice President and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) | | | /s/ Justin Ray Hensley Justin Ray Hensley | | Assistant Treasurer and Director | | | /s/ W. Steven Standefer W. Steven Standefer | | Senior Vice President and Director |
II-135
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on the 29th day of March, 2019. | | | | | | EMBASSY SUITES CLUB NO. 1, INC. | | | | By: | | /s/ Daniel Hughes | | | Name: | | Daniel Hughes | | | Title: | | President and Director |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 29th day of March, 2019. | | | Signature | | Title | | | /s/ Daniel Hughes Daniel Hughes | | President and Director (Principal Executive Officer) | | | /s/ Keith Clampet Keith Clampet | | Vice President, Assistant Treasurer, Assistant Secretary and Director | | | /s/ W. Steven Standefer W. Steven Standefer | | Senior Vice President and Director (Principal Financial Officer and Principal Accounting Officer |
II-136
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on the 29th day of March, 2019. | | | | | | HOTEL CLUBS OF CORPORATE WOODS, INC. | | | | By: | | /s/ Daniel Hughes | | | Name: | | Daniel Hughes | | | Title: | | President and Director |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 29th day of March, 2019. | | | Signature | | Title | | | /s/ Daniel Hughes Daniel Hughes | | President and Director (Principal Executive Officer) | | | /s/ Keith Clampet Keith Clampet | | Vice President, Assistant Treasurer, Assistant Secretary and Director | | | /s/ W. Steven Standefer W. Steven Standefer | | Senior Vice President and Director (Principal Financial Officer and Principal Accounting Officer |
II-137
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on the 29th day of March, 2019. | | | | | | EMBASSY SUITES CLUB NO. THREE, INC. | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 29th day of March, 2019. | | | Signature | | Title | | | /s/ Kevin J. Jacobs Kevin J. Jacobs | | Executive Vice President and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) | | | /s/ Daniel Hughes Daniel Hughes | | Senior Vice President and Director | | | /s/ Keith Clampet Keith Clampet | | Senior Vice President and Director | | | /s/ W. Steven Standefer W. Steven Standefer | | Senior Vice President and Director |
II-138
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on the 29th day of March, 2019. | | | | | | INTERNATIONAL RIVERCENTER LESSEE, L.L.C. | | | | By: | | HLT JV ACQUISITION LLC, its Sole Member | | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 29th day of March, 2019. | | | Signature | | Title | | | /s/ Kevin J. Jacobs Kevin J. Jacobs | | Executive Vice President and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
II-139
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on the 29th day of March, 2019. | | | | | | CHESTERFIELD VILLAGE HOTEL, LLC | | | By: | | PROMUS HOTELS LLC, its Sole Member | | | By: | | PROMUS HOTELS PARENT LLC, its Sole Member | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 29th day of March, 2019. | | | Signature | | Title | | | /s/ Kevin J. Jacobs Kevin J. Jacobs | | Executive Vice President and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
II-140
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on the 29th day of March, 2019. | | | | | | BALLY’S GRAND PROPERTY SUB I, LLC | | | By: | | HILTON ILLINOIS HOLDINGS LLC, its Sole Member | | | By: | | HILTON HOLDINGS, LLC, its Sole Member | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 29th day of March, 2019. | | | Signature | | Title | | | /s/ Kevin J. Jacobs Kevin J. Jacobs | | Executive Vice President and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
II-141
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on the 29th day of March, 2019. | | | | | | CONRAD INTERNATIONAL (BELGIUM) LLC | | | By: | | HPP INTERNATIONAL LLC, its Sole Member | | | By: | | HPP HOTEL USA LLC, its Sole Member | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 29th day of March, 2019. | | | Signature | | Title | | | /s/ Kevin J. Jacobs Kevin J. Jacobs | | Executive Vice President and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) | | | /s/ Frederick Schacknies Frederick Schacknies | | Assistant Treasurer | | | /s/ W. Steven Standefer W. Steven Standefer | | Senior Vice President |
II-142
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on the 29th day of March, 2019. | | | | | | CONRAD INTERNATIONAL (EGYPT) RESORTS CORPORATION | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 29th day of March, 2019. | | | Signature | | Title | | | /s/ Kevin J. Jacobs Kevin J. Jacobs | | Executive Vice President and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) | | | /s/ Daniel Hughes Daniel Hughes | | Director | | | /s/ Keith Clampet Keith Clampet | | Senior Vice President and Director | | | /s/ W. Steven Standefer W. Steven Standefer | | Senior Vice President and Director |
II-143
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on the 29th day of March, 2019. | | | | | | CONRAD INTERNATIONAL (INDONESIA) CORPORATION | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 29th day of March, 2019. | | | Signature | | Title | | | /s/ Kevin J. Jacobs Kevin J. Jacobs | | Executive Vice President and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) | | | /s/ Michael Duffy Michael Duffy | | Director | | | /s/ Frederick Schacknies Frederick Schacknies | | Assistant Treasurer and Director | | | /s/ W. Steven Standefer W. Steven Standefer | | Senior Vice President and Director |
II-128II-144
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.the 29th day of March, 2019. | | | | | HLT LIFESTYLE MANAGEHILTON HOLDINGS, LLC | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd29th day of June, 2017.March, 2019. | | | Signature | | Title | | | /s/ Kevin J. Jacobs Kevin J. Jacobs | | Executive Vice President and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
II-129II-145
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.the 29th day of March, 2019. | | | | | HLT MEMPHIS DATAHILTON HOSPITALITY, LLC | | | By: | | 90210 LLC, its Manager | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Name:Title: | | Executive Vice President and Chief Financial Officer | | | By: | | DOUBLETREE HOTELS LLC, its Manager | | | By: | | DOUBLETREE LLC, its Sole Member | | | By: | | PROMUS HOTELS PARENT LLC, its Sole Member | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer | | | By: | | PROMUS HOTELS LLC, its Manager | | | By: | | PROMUS HOTELS PARENT LLC, its Sole Member | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, II-146
for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 29th day of March, 2019. | | | Signature | | Title | | | /s/ Kevin J. Jacobs Kevin J. Jacobs | | Executive Vice President and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
II-147
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on the 29th day of March, 2019. | | | | | | HILTON ILLINOIS, LLC | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd29th day of June, 2017.March, 2019. | | | Signature | | Title | | | /s/ Kevin J. JacobsDaniel Hughes Kevin J. JacobsDaniel Hughes
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,Officer) | | | /s/ W. Steven Standefer W. Steven Standefer | | Senior Vice President (Principal Financial Officer and Principal Accounting Officer)Officer |
II-130II-148
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.the 29th day of March, 2019. | | | | | HLT OWNED II HOLDINGPEACOCK ALLEY SERVICE COMPANY, LLC | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd29th day of June, 2017.March, 2019. | | | Signature | | Title | | | /s/ Kevin J. JacobsDaniel Hughes Kevin J. JacobsDaniel Hughes
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,Officer) | | | /s/ W. Steven Standefer W. Steven Standefer | | Senior Vice President (Principal Financial Officer and Principal Accounting Officer)Officer |
II-131II-149
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.the 29th day of March, 2019. | | | | | HLT OWNED II-A BORROWER LLC | | | By: | | HLT OWNED II HOLDING LLC, its
Sole MemberWASHINGTON HILTON, L.L.C.
| | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | | By: | | /s/ Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd29th day of June, 2017.March, 2019. | | | Signature | | Title | | | /s/ Kevin J. Jacobs Kevin J. Jacobs | | Executive Vice President and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
II-132II-150
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.the 29th day of March, 2019. | | | | | HLT PALMER LLC | | | By: | | HLT OWNED II-A BORROWER LLC, its
Sole MemberEMBASSY SUITES CLUB NO. TWO, INC.
| | | | By: | | HLT OWNED II HOLDING LLC, its
Sole Member
/s/ Kevin J. Jacobs | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | By:Name: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd29th day of June, 2017.March, 2019. | | | Signature | | Title | | | /s/ Kevin J. Jacobs Kevin J. Jacobs | | Executive Vice President and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) | | | /s/ Daniel Hughes Daniel Hughes | | Senior Vice President and Director | | | /s/ Keith Clampet Keith Clampet | | Senior Vice President and Director | | | /s/ W. Steven Standefer W. Steven Standefer | | Senior Vice President and Director |
II-133II-151
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.the 29th day of March, 2019. | | | | | HOME2 BRAND MANAGEMENT LLCSALC, INC. | | | | By: | | HILTON DOMESTIC MANAGEMENT LLC/s/ Daniel Hughes | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | By:Name: | | /s/ Kevin J. JacobsDaniel Hughes
| | | Name:Title: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd29th day of June, 2017.March, 2019. | | | Signature | | Title | | | /s/ Kevin J. JacobsDaniel Hughes Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
II-134
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | HOMEWOOD SUITES MANAGEMENT LLC | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
II-135
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | HOTELS STATLER COMPANY, INC. | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
| | | /s/ Joseph Berger
Joseph Berger
| | Senior Vice President and Director
| | | /s/ Theodore R. Ratcliffe
Theodore R. Ratcliffe
| | Director
| | | /s/ W. Steven Standefer
W. Steven Standefer
| | Senior Vice President and Director
|
II-136
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | HPP HOTELS USA LLC | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
| | | /s/ Michael Duffy
Michael Duffy
| | Director
| | | /s/ Frederick Schacknies
Frederick Schacknies
| | Assistant Treasurer and Director
| | | /s/ W. Steven Standefer
W. Steven Standefer
| | Senior Vice President and Director
|
II-137
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | HPP INTERNATIONAL LLC | | | By:
| | HPP HOTEL USA LLC, its Sole Member | | | By:
| | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
| | | /s/ Michael Duffy
Michael Duffy
| | Director
| | | /s/ Frederick Schacknies
Frederick Schacknies
| | Assistant Treasurer and Director
| | | /s/ W. Steven Standefer
W. Steven Standefer
| | Senior Vice President and Director
|
II-138
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | HTGV, LLC | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
II-139
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | INNVISION, LLC | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
II-140
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | LOCKWOOD PALMER HOUSE, LLC | | | By:
| | HILTON ILLINOIS, LLC, its Sole Member | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
II-141
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | POTTER’S BAR PALMER HOUSE, LLC | | | By: | | HILTON ILLINOIS, LLC, its Sole Member | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
II-142
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | PROMUS HOTEL SERVICES, INC. | | | By: | | /s/ Joseph Berger
| | | Name: | | Joseph Berger | | | Title: | | President and Director |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Joseph Berger
Joseph Berger
| | President and Director
(Principal Executive Officer)
| | | /s/ Keith Clampet
Keith Clampet
| | Vice President, Assistant Treasurer, Assistant Secretary and Director
| | | /s/ W. Steven Standefer
W. Steven Standefer
| | Senior Vice President and Director
(Principal Financial Officer and
Principal Accounting Officer)
|
II-143
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | PROMUS HOTELS FLORIDA LLC | | | By: | | PROMUS HOTELS LLC, its Sole Member | | | By: | | PROMUS OPERATING LLC, its Sole Member | | | By: | | PROMUS HOTELS PARENT LLC, its Sole Member | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Joseph Berger
Joseph Berger
| | President
(Principal Executive Officer)
| | | /s/ W. Steven Standefer
W. Steven Standefer
| | Senior Vice President
(Principal Financial Officer and
Principal Accounting Officer)
|
II-144
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | PROMUS HOTELS LLC | | | By: | | PROMUS OPERATING LLC, its Sole Member | | | By: | | PROMUS HOTELS PARENT LLC, its Sole Member | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Joseph Berger
Joseph Berger
| | President
(Principal Executive Officer)
| | | /s/ W. Steven Standefer
W. Steven Standefer
| | Senior Vice President
(Principal Financial Officer and
Principal Accounting Officer)
|
II-145
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | PROMUS HOTELS MINNEAPOLIS, INC. | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
II-146
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | PROMUS HOTELS PARENT LLC | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
II-147
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | PROMUS OPERATING LLC | | | By: | | PROMUS HOTELS PARENT LLC, its Sole Member | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
II-148
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | PROMUS/KINGSTON DEVELOPMENT CORPORATION | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
| | | /s/ Michael Duffy
Michael Duffy
| | Director | | | /s/ Frederick Schacknies
Frederick Schacknies
| | Assistant Treasurer and Director | | | /s/ W. Steven Standefer
W. Steven Standefer
| | Senior Vice President and Director |
II-149
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | SAMANTHA HOTEL LLC | | | By: | | DOUBLETREE LLC, its Sole Member | | | By: | | PROMUS HOTELS PARENT LLC, its Sole Member | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief
Financial Officer
|
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
II-150
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | TRU BRAND MANAGEMENT LLC | | | By: | | HILTON DOMESTIC MANAGEMENT LLC, its Sole Member | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
II-151
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | WA COLLECTION INTERNATIONAL, LLC | | | By: | | HPP INTERNATIONAL LLC, its Sole Member | | | By: | | HPP HOTELS USA LLC, its Sole Member | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
II-152
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | WALDORF=ASTORIA MANAGEMENT LLC | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Joseph Berger
Joseph Berger
| | President
(Principal Executive Officer)
| | | /s/ W. Steven Standefer
W. Steven Standefer
| | Senior Vice President
(Principal Financial Officer and
Principal Accounting Officer)
|
II-153
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | FLORIDA CONRAD INTERNATIONAL CORP. | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
| | | /s/ Justin Ray Hensley
Justin Ray Hensley
| | Assistant Treasurer and Director | | | /s/ W. Steven Standefer
W. Steven Standefer
| | Senior Vice President and Director |
II-154
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | EMBASSY SUITES CLUB NO. 1, INC. | | | By: | | /s/ Joseph Berger
| | | Name: | | Joseph Berger | | | Title: | | President and Director |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Joseph Berger
Joseph Berger
| | President and Director
(Principal Executive Officer)
| | | /s/ Keith Clampet
Keith Clampet
| | Vice President, Assistant Treasurer, Assistant Secretary and Director | | | /s/ W. Steven Standefer
W. Steven Standefer
| | Senior Vice President and Director
(Principal Financial Officer and
Principal Accounting Officer)
|
II-155
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | HOTEL CLUBS OF CORPORATE WOODS, INC. | | | By: | | /s/ Joseph Berger
| | | Name: | | Joseph Berger | | | Title: | | President and Director |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Joseph Berger
Joseph Berger
| | President and Director
(Principal Executive Officer)
| | | /s/ W. Steven Standefer
W. Steven Standefer
| | Senior Vice President and Director
(Principal Financial Officer and
Principal Accounting Officer)
| | | /s/ Keith Clampet
Keith Clampet
| | Vice President, Assistant Treasurer,
Assistant Secretary and Director
|
II-156
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | EMBASSY SUITES CLUB NO. THREE, INC. | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
| | | /s/ Joseph Berger
Joseph Berger
| | Senior Vice President and Director | | | /s/ Keith Clampet
Keith Clampet
| | Senior Vice President and Director | | | /s/ W. Steven Standefer
W. Steven Standefer
| | Senior Vice President and Director |
II-157
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | INTERNATIONAL RIVERCENTER LESSEE, L.L.C. | | | By: | | HLT JV ACQUISITION LLC, its Sole Member | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
II-158
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | DTM CAMBRIDGE, INC. | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
| | | /s/ Joseph Berger
Joseph Berger
| | Senior Vice President and Director | | | /s/ Keith Clampet
Keith Clampet
| | Senior Vice President and Director | | | /s/ W. Steven Standefer
W. Steven Standefer
| | Senior Vice President and Director |
II-159
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | CHESTERFIELD VILLAGE HOTEL, LLC | | | By: | | PROMUS HOTELS LLC, its Sole Member | | | By: | | PROMUS OPERATING LLC, its Sole Member | | | By: | | PROMUS HOTELS PARENT LLC, its Sole Member | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
II-160
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | BALLY’S GRAND PROPERTY SUB I, LLC | | | By: | | HILTON ILLINOIS HOLDINGS LLC, its
Sole Member
| | | By: | | HILTON HOLDINGS, LLC, its Sole Member | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
II-161
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | CONRAD INTERNATIONAL (BELGIUM) LLC | | | By: | | HPP INTERNATIONAL LLC, its Sole Member | | | By: | | HPP HOTELS USA LLC, its Sole Member | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
| | | /s/ Michael Duffy
Michael Duffy
| | Director | | | /s/ Frederick Schacknies
Frederick Schacknies
| | Assistant Treasurer and Director | | | /s/ W. Steven Standefer
W. Steven Standefer
| | Senior Vice President and Director |
II-162
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | CONRAD INTERNATIONAL (EGYPT) RESORTS CORPORATION | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
| | | /s/ Michael Duffy
Michael Duffy
| | Director | | | /s/ Frederick Schacknies
Frederick Schacknies
| | Assistant Treasurer and Director | | | /s/ W. Steven Standefer
W. Steven Standefer
| | Senior Vice President and Director |
II-163
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | CONRAD INTERNATIONAL (INDONESIA) CORPORATION | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
| | | /s/ Michael Duffy
Michael Duffy
| | Director | | | /s/ Frederick Schacknies
Frederick Schacknies
| | Assistant Treasurer and Director | | | /s/ W. Steven Standefer
W. Steven Standefer
| | Senior Vice President and Director |
II-164
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | CONRAD INTERNATIONAL INVESTMENT (JAKARTA) CORPORATION | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
| | | /s/ Michael Duffy
Michael Duffy
| | Director | | | /s/ Frederick Schacknies
Frederick Schacknies
| | Assistant Treasurer and Director | | | /s/ W. Steven Standefer
W. Steven Standefer
| | Senior Vice President and Director |
II-165
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | HILTON HOLDINGS, LLC | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
II-166
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | HILTON HOSPITALITY, LLC | | | By: | | 90210 LLC, its Manager | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer | | | By: | | HAMPTON INNS LLC, its Manager | | | By: | | PROMUS HOTELS LLC, its Sole Member | | | By: | | PROMUS OPERATING LLC, its Sole Member | | | By: | | PROMUS HOTELS PARENT LLC, its Sole Member | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer | | | By: | | DOUBLETREE HOTELS LLC, its Manager | | | By: | | DOUBLETREE LLC, its Sole
Member
| | | By: | | PROMUS HOTELS PARENT LLC,
its Sole Member
| | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
II-167
| | | | | By: | | PROMUS HOTELS LLC, its Manager | | | By: | | PROMUS OPERATING LLC, its Sole Member | | | By: | | PROMUS HOTELS PARENT LLC, its Sole Member | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
II-168
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | HILTON ILLINOIS, LLC | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Joseph Berger
Joseph Berger
| | President
(Principal Executive Officer)
| | | /s/ W. Steven Standefer
W. Steven Standefer
| | Senior Vice President
(Principal Financial Officer and
Principal Accounting Officer)
|
II-169
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | PEACOCK ALLEY SERVICE COMPANY, LLC | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Joseph Berger
Joseph Berger
| | President
(Principal Executive Officer)
| | | /s/ W. Steven Standefer
W. Steven Standefer
| | Senior Vice President
(Principal Financial Officer and
Principal Accounting Officer)
|
II-170
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | WASHINGTON HILTON, L.L.C. | | | By: | | HILTON DOMESTIC OPERATING COMPANY INC., its Sole Member | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
II-171
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | EMBASSY MEMPHIS CORPORATION | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
| | | /s/ Joseph Berger
Joseph Berger
| | Senior Vice President and Director | | | /s/ Keith Clampet
Keith Clampet
| | Senior Vice President and Director | | | /s/ W. Steven Standefer
W. Steven Standefer
| | Senior Vice President and Director |
II-172
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | EMBASSY SUITES CLUB NO. TWO, INC. | | | By: | | /s/ Kevin J. Jacobs
| | | Name: | | Kevin J. Jacobs | | | Title: | | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Kevin J. Jacobs
Kevin J. Jacobs
| | Executive Vice President and Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
| | | /s/ Joseph Berger
Joseph Berger
| | Senior Vice President and Director | | | /s/ Keith Clampet
Keith Clampet
| | Senior Vice President and Director | | | /s/ W. Steven Standefer
W. Steven Standefer
| | Senior Vice President and Director |
II-173
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on June 23, 2017.
| | | | | SALC, INC. | | | By: | | /s/ Joseph Berger
| | | Name: | | Joseph Berger | | | Title: | | President |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Christopher J. Nassetta, Kevin J. Jacobs and Kristin A. Campbell and each of them, any of whom may act without joinder of the other, the individual’s the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments, including post-effective amendments to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities indicated on the 23rd day of June, 2017.
| | | Signature
| | Title
| | | /s/ Joseph Berger
Joseph BergerDaniel Hughes
| | President (Principal Executive Officer) | | | /s/ W. Steven Standefer W. Steven Standefer | | Senior Vice President, Secretary and Director (Principal Financial Officer and Principal Accounting Officer) |
II-174II-152
EXHIBIT INDEX
| | | Exhibit No. | | Description
| 2.1 | | Distribution Agreement, dated January 2, 2017, among Hilton Worldwide Holdings Inc., Hilton Domestic Operating Company Inc., Park Hotels & Resorts Inc. and Hilton Grand Vacations Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 001-36243) filed on January 4, 2017). | | | 3.1 | | Certificate of Formation of Hilton Worldwide Finance LLC (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.2* | | Amended and Restated Limited Liability Company Agreement of Hilton Worldwide Finance LLC. | | | 3.3 | | Certificate of Incorporation of Hilton Worldwide Finance Corp. (incorporated by reference to Exhibit 3.3 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.4 | | Bylaws of Hilton Worldwide Finance Corp. (incorporated by reference to Exhibit 3.4 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.5* | | Certificate of Incorporation of Hilton Domestic Operating Company Inc., as amended. | | | 3.6* | | Bylaws of Hilton Domestic Operating Company Inc. | | | 3.7 | | Articles of Organization of Destination Resorts LLC, as amended (incorporated by reference to Exhibit 3.5 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.8 | | Operating Agreement of Destination Resorts LLC (incorporated by reference to Exhibit 3.6 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.9 | | Articles of Organization of Doubletree Hotel Systems LLC, as amended (incorporated by reference to Exhibit 3.7 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.10 | | Operating Agreement of Doubletree Hotel Systems LLC (incorporated by reference to Exhibit 3.8 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.11 | | Articles of Organization of Doubletree Hotels LLC, as amended (incorporated by reference to Exhibit 3.9 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.12 | | Operating Agreement of Doubletree Hotels LLC (incorporated by reference to Exhibit 3.10 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). |
II-175
| | | Exhibit No. | | Description
| 3.13 | | Articles of Organization of DT Management LLC, as amended (incorporated by reference to Exhibit 3.11 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.14* | | Second Amended and Restated Limited Liability Company Agreement of DT Management LLC. | | | 3.15 | | Articles of Incorporation of DT Real Estate, Inc. (incorporated by reference to Exhibit 3.13 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.15.1* | | Statement of Conversion of DT Real Estate, LLC. | | | 3.15.2* | | Articles of Organization of DT Real Estate, LLC. | | | 3.16* | | Operating Agreement of DT Real Estate, LLC. | | | 3.17 | | Articles of Incorporation of DTM Atlanta/Legacy, Inc., as amended (incorporated by reference to Exhibit 3.15 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.18 | | Bylaws of DTM Atlanta/Legacy, Inc. (incorporated by reference to Exhibit 3.16 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333- 198693) filed on September 11, 2014). | | | 3.19 | | Articles of Incorporation of DTM Coconut Grove, Inc. (incorporated by reference to Exhibit 3.17 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333- 198693) filed on September 11, 2014). | | | 3.20 | | Bylaws of DTM Coconut Grove, Inc. (incorporated by reference to Exhibit 3.18 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333- 198693) filed on September 11, 2014). | | | 3.21 | | Articles of Incorporation of DTM Largo, Inc., as amended (incorporated by reference to Exhibit 3.19 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333- 198693) filed on September 11, 2014). | | | 3.22 | | Amended and Restated Bylaws of DTM Largo, Inc. (incorporated by reference to Exhibit 3.20 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333- 198693) filed on September 11, 2014). | | | 3.23 | | Articles of Incorporation of DTM Maryland, Inc., as amended (incorporated by reference to Exhibit 3.21 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333- 198693) filed on September 11, 2014). | | | 3.24 | | Bylaws of DTM Maryland, Inc. (incorporated by reference to Exhibit 3.22 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333- 198693) filed on September 11, 2014). |
II-176
| | | Exhibit No. | | Description
| 3.25 | | Articles of Organization of DTM Santa Clara LLC, as amended (incorporated by reference to Exhibit 3.23 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333- 198693) filed on September 11, 2014). | | | 3.26 | | Operating Agreement of DTM Santa Clara LLC (incorporated by reference to Exhibit 3.24 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.27 | | Articles of Incorporation of DTM Walnut Creek, Inc. (incorporated by reference to Exhibit 3.25 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.28 | | Bylaws of DTM Walnut Creek, Inc. (incorporated by reference to Exhibit 3.26 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.29 | | Articles of Incorporation of DTR FCH Holdings, Inc., as amended (incorporated by reference to Exhibit 3.27 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.30 | | Amended and Restated Bylaws of DTR FCH Holdings, Inc. (incorporated by reference to Exhibit 3.28 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.31 | | Articles of Incorporation of DTR PAH Holding, Inc. (incorporated by reference to Exhibit 3.29 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.32 | | Bylaws of DTR PAH Holding, Inc. (incorporated by reference to Exhibit 3.30 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.33 | | Articles of Incorporation of DTR San Antonio, Inc. (incorporated by reference to Exhibit 3.31 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.34 | | Bylaws of DTR San Antonio, Inc. (incorporated by reference to Exhibit 3.32 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.35 | | Articles of Incorporation of HIC Gaming California, Inc., as amended (incorporated by reference to Exhibit 3.35 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.36 | | Amended and Restated Bylaws of HIC Gaming California, Inc. (incorporated by reference to Exhibit 3.36 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). |
II-177
| | | Exhibit No. | | Description
| 3.36.1* | | Certificate of Amendment to the Bylaws of HIC Gaming California, Inc. | | | 3.37 | | Articles of Incorporation of HIC San Pablo Limited, Inc., as amended (incorporated by reference to Exhibit 3.37 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.38 | | Amended and Restated Bylaws of HIC San Pablo Limited, Inc. (incorporated by reference to Exhibit 3.38 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.38.1* | | Certificate of Amendment to the Bylaws of HIC San Pablo Limited, Inc. | | | 3.39 | | Certificate of Limited Partnership of HIC San Pablo, L.P., as amended (incorporated by reference to Exhibit 3.39 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.40 | | Amended and Restated Limited Partnership Agreement of HIC San Pablo, L.P. (incorporated by reference to Exhibit 3.40 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.41 | | Certificate of Formation of 90210 Biltmore Management, LLC, as amended (incorporated by reference to Exhibit 3.43 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.42 | | Operating Agreement of 90210 Biltmore Management, LLC (incorporated by reference to Exhibit 3.44 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.43 | | Certificate of Formation of 90210 Desert Resorts Management Co., LLC, as amended (incorporated by reference to Exhibit 3.45 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.44 | | Limited Liability Company Operating Agreement of 90210 Desert Resorts Management Co., LLC (incorporated by reference to Exhibit 3.46 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.45 | | Certificate of Formation of 90210 Grand Wailea Management Co., LLC, as amended (incorporated by reference to Exhibit 3.47 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.46 | | Operating Agreement of 90210 Grand Wailea Management Co., LLC (incorporated by reference to Exhibit 3.48 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.47 | | Certificate of Formation of 90210 LLC (incorporated by reference to Exhibit 3.49 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). |
II-178
| | | Exhibit No. | | Description
| 3.48 | | Limited Liability Company Agreement of 90210 LLC (incorporated by reference to Exhibit 3.50 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.49 | | Certificate of Formation of 90210 Management Company, LLC, as amended (incorporated by reference to Exhibit 3.51 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.50 | | Limited Liability Company Agreement of 90210 Management Company, LLC, as amended (incorporated by reference to Exhibit 3.52 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.51 | | Certificate of Formation of Andiamo’s O’Hare, LLC (incorporated by reference to Exhibit 3.53 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.52 | | Amended and Restated Limited Liability Company Agreement of Andiamo’s O’Hare, LLC (incorporated by reference to Exhibit 3.54 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.53 | | Certificate of Formation of Blue Bonnet Security, LLC (incorporated by reference to Exhibit 3.55 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.54 | | Amended and Restated Limited Liability Company Agreement of Blue Bonnet Security, LLC (incorporated by reference to Exhibit 3.56 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.55 | | Certificate of Formation of Canopy Brand Management LLC. | | | 3.56 | | Limited Liability Company Agreement of Canopy Brand Management LLC. | | | 3.57 | | Certificate of Formation of Compris Hotel LLC (incorporated by reference to Exhibit 3.57 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.58 | | Limited Liability Company Agreement of Compris Hotel LLC (incorporated by reference to Exhibit 3.58 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.59 | | Certificate of Formation of Conrad International Manage (CIS) LLC (incorporated by reference to Exhibit 3.61 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.60* | | Second Amended and Restated Limited Liability Company Agreement of Conrad International Manage (CIS) LLC. |
II-179
| | | Exhibit No. | | Description
| 3.61 | | Certificate of Formation of Conrad Management LLC (incorporated by reference to Exhibit 3.63 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.62* | | Third Amended and Restated Limited Liability Company Agreement of Conrad Management LLC. | | | 3.63* | | Certificate of Formation of Curio Brand Management LLC. | | | 3.64* | | Limited Liability Company Agreement of Curio Brand Management LLC. | | | 3.65 | | Certificate of Formation of Doubletree LLC (incorporated by reference to Exhibit 3.69 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.66 | | Limited Liability Company Agreement of Doubletree LLC (incorporated by reference to Exhibit 3.70 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.67 | | Certificate of Formation of Doubletree Management LLC (incorporated by reference to Exhibit 3.71 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.68* | | Third Amended and Restated Limited Liability Company Agreement of Doubletree Management LLC. | | | 3.69 | | Certificate of Formation of EJP LLC (incorporated by reference to Exhibit 3.75 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.70 | | Limited Liability Company Agreement of EJP LLC (incorporated by reference to Exhibit 3.76 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.71 | | Certificate of Formation of Embassy Development LLC (incorporated by reference to Exhibit 3.77 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.72 | | Limited Liability Company Agreement of Embassy Development LLC (incorporated by reference to Exhibit 3.78 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.73 | | Certificate of Formation of Embassy Equity Development LLC (incorporated by reference to Exhibit 3.79 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.74 | | Limited Liability Company Agreement of Embassy Equity Development LLC (incorporated by reference to Exhibit 3.80 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). |
II-180
| | | Exhibit No. | | Description
| 3.75 | | Certificate of Incorporation of Embassy Suites (Isla Verde), Inc. (incorporated by reference to Exhibit 3.81 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.76 | | Bylaws of Embassy Suites (Isla Verde), Inc. (incorporated by reference to Exhibit 3.82 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.77* | | Certificate of Formation of Embassy Suites Management LLC. | | | 3.78* | | Third Amended and Restated Limited Liability Company Agreement of Embassy Suites Management LLC. | | | 3.79 | | Certificate of Formation of Embassy Syracuse Development LLC (incorporated by reference to Exhibit 3.85 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.80 | | Limited Liability Company Agreement of Embassy Syracuse Development LLC (incorporated by reference to Exhibit 3.86 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.81 | | Certificate of Incorporation of EPAM Corporation, as amended (incorporated by reference to Exhibit 3.87 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.82 | | Bylaws of EPAM Corporation (incorporated by reference to Exhibit 3.88 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.83 | | Certificate of Formation of Hampton Inns LLC (incorporated by reference to Exhibit 3.97 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.84 | | Limited Liability Company Agreement of Hampton Inns LLC (incorporated by reference to Exhibit 3.98 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.85 | | Certificate of Formation of Hampton Inns Management LLC (incorporated by reference to Exhibit 3.99 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.86 | | Second Amended and Restated Limited Liability Company Agreement of Hampton Inns Management LLC (incorporated by reference to Exhibit 3.100 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.87 | | Certificate of Formation of HHC BC Orlando, LLC (incorporated by reference to Exhibit 3.101 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). |
II-181
| | | Exhibit No. | | Description
| 3.88 | | Limited Liability Company Agreement of HHC BC Orlando, LLC (incorporated by reference to Exhibit 3.102 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.89 | | Certificate of Incorporation of HIC First Corporation, as amended (incorporated by reference to Exhibit 3.105 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.89.1* | | Certificate of Conversion of HIC First Corporation to HIC First LLC. | | | 3.89.2* | | Certificate of Formation of HIC First LLC. | | | 3.90* | | Limited Liability Company Agreement of HIC First LLC. | | | 3.91 | | Certificate of Incorporation of HIC Holdings Corporation, as amended (incorporated by reference to Exhibit 3.107 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.91.1* | | Certificate of Conversion of HIC Holdings Corporation to HIC Holdings LLC. | | | 3.91.2* | | Certificate of Formation of HIC Holdings LLC. | | | 3.92* | | Limited Liability Agreement of HIC Holdings LLC. | | | 3.93 | | Certificate of Incorporation of HIC Hotels U.S.A. Corporation, as amended (incorporated by reference to Exhibit 3.109 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.93.1* | | Certificate of Conversion of HIC Hotels U.S.A. Corporation to HIC Hotels U.S.A. LLC. | | | 3.93.2* | | Certificate of Formation of HIC Hotels U.S.A. LLC. | | | 3.94* | | Limited Liability Company Agreement of HIC Hotels U.S.A. LLC. | | | 3.95 | | Certificate of Incorporation of HIC Racing Corporation, as amended (incorporated by reference to Exhibit 3.111 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.96 | | Amended and Restated Bylaws of HIC Racing Corporation (incorporated by reference to Exhibit 3.112 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.97 | | Certificate of Incorporation of HIC Second Corporation, as amended (incorporated by reference to Exhibit 3.113 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.97.1* | | Certificate of Conversion of HIC Second Corporation to HIC Second LLC. | | | 3.97.2* | | Certificate of Formation of HIC Second LLC. | | | 3.98* | | Limited Liability Company Agreement of HIC Second LLC. |
II-182
| | | Exhibit No. | | Description
| 3.99 | | Certificate of Formation of Hilton Beverage LLC (incorporated by reference to Exhibit 3.115 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.100 | | Limited Liability Company Agreement of Hilton Beverage LLC (incorporated by reference to Exhibit 3.116 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.101 | | Certificate of Formation of Hilton Chicago Beverage I LLC (incorporated by reference to Exhibit 3.117 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.102 | | Limited Liability Company Agreement of Hilton Chicago Beverage I LLC (incorporated by reference to Exhibit 3.118 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.103 | | Certificate of Formation of Hilton Chicago Beverage II LLC (incorporated by reference to Exhibit 3.119 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.104 | | Limited Liability Company Agreement of Hilton Chicago Beverage II LLC (incorporated by reference to Exhibit 3.120 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.105 | | Certificate of Formation of Hilton Chicago Beverage III LLC (incorporated by reference to Exhibit 3.121 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.106 | | Limited Liability Company Agreement of Hilton Chicago Beverage III LLC (incorporated by reference to Exhibit 3.122 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.107 | | Certificate of Formation of Hilton Chicago Beverage IV LLC (incorporated by reference to Exhibit 3.123 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.108 | | Limited Liability Company Agreement of Hilton Chicago Beverage IV LLC (incorporated by reference to Exhibit 3.124 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.109 | | Certificate of Formation of Hilton Corporate Director LLC (incorporated by reference to Exhibit 3.125 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). |
II-183
| | | Exhibit No. | | Description
| 3.110 | | Amended and Restated Limited Liability Company Agreement of Hilton Corporate Director LLC (incorporated by reference to Exhibit 3.126 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.111* | | Certificate of Formation of Hilton Domestic Franchise LLC. | | | 3.112* | | Amended and Restated Limited Liability Company Agreement of Hilton Domestic Franchise LLC. | | | 3.113* | | Certificate of Formation of Hilton Domestic Management LLC. | | | 3.114* | | Amended and Restated Limited Liability Company Agreement of Hilton Domestic Management LLC. | | | 3.115 | | Certificate of Formation of Hilton El Con Management LLC, as amended (incorporated by reference to Exhibit 3.127 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.116 | | Amended and Restated Limited Liability Company Agreement of Hilton El Con Management LLC (incorporated by reference to Exhibit 3.128 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.117 | | Certificate of Formation of Hilton El Con Operator LLC, as amended (incorporated by reference to Exhibit 3.129 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.118 | | Limited Liability Company Agreement of Hilton El Con Operator LLC (incorporated by reference to Exhibit 3.130 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.119 | | Certificate of Formation of Hilton Electronic Distribution Systems, LLC (incorporated by reference to Exhibit 3.131 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.120 | | Amended and Restated Limited Liability Company Agreement of Hilton Electronic Distribution Systems, LLC (incorporated by reference to Exhibit 3.132 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.121 | | Certificate of Formation of Hilton Franchise Holding LLC (incorporated by reference to Exhibit 3.135 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.121.1* | | Certificate of Merger of Hilton Franchise LLC, Doubletree Franchise LLC, Hampton Inns Franchise LLC, Embassy Suites Franchise LLC, Hilton Garden Inns Franchise LLC, Conrad Franchise LLC, Waldorf Astoria Franchise LLC and HLT ESP Franchise LLC, with and into Hilton Franchise Holding LLC. | | | 3.122 | | Second Amended and Restated Limited Liability Company Agreement of Hilton Franchise Holding LLC (incorporated by reference to Exhibit 3.136 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). |
II-184
| | | Exhibit No. | | Description
| 3.123 | | Certificate of Formation of Hilton Garden Inns Management LLC (incorporated by reference to Exhibit 3.141 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.124 | | Second Amended and Restated Limited Liability Company Agreement of Hilton Garden Inns Management LLC (incorporated by reference to Exhibit 3.142 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.125 | | Certificate of Incorporation of Hilton Hawaii Corporation, as amended (incorporated by reference to Exhibit 3.149 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein filed on September 11, 2014 (File Number: 333-198693) filed on September 11, 2014). | | | 3.126 | | Bylaws of Hilton Hawaii Corporation (incorporated by reference to Exhibit 3.150 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein filed on September 11, 2014 (File Number: 333-198693) filed on September 11, 2014). | | | 3.127 | | Certificate of Formation of Hilton HHonors Worldwide, L.L.C. (incorporated by reference to Exhibit 3.151 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.127.1* | | Certificate of Amendment of Hilton HHonors Worldwide, L.L.C. changing its name to Hilton Honors Worldwide LLC. | | | 3.128* | | Fifth Amended and Restated Limited Liability Company Agreement of Hilton Honors Worldwide LLC. | | | 3.129 | | Certificate of Formation of Hilton Illinois Holdings LLC (incorporated by reference to Exhibit 3.153 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.130 | | Limited Liability Company Agreement of Hilton Illinois Holdings LLC (incorporated by reference to Exhibit 3.154 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.131 | | Certificate of Formation of Hilton Inns LLC (incorporated by reference to Exhibit 3.155 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.132 | | Limited Liability Company Agreement of Hilton Inns LLC (incorporated by reference to Exhibit 3.156 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.133 | | Certificate of Incorporation of Hilton International Holding Corporation (incorporated by reference to Exhibit 3.157 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.133.1* | | Certificate of Conversion of Hilton International Holding Corporation to Hilton International Holding LLC. |
II-185
| | | Exhibit No. | | Description
| 3.133.2* | | Certificate of Formation of Hilton International Holding LLC. | | | 3.133.3* | | Certificate of Merger of Marquette Holdings, LLC with and into Hilton International Holding LLC. | | | 3.134* | | Limited Liability Company Agreement of Hilton International Holding LLC. | | | 3.135 | | Certificate of Formation of Hilton Management LLC (incorporated by reference to Exhibit 3.161 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.136* | | Third Amended and Restated Limited Liability Company Agreement of Hilton Management LLC. | | | 3.137 | | Certificate of Incorporation of Hilton New Jersey Service Corp., as amended (incorporated by reference to Exhibit 3.163 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.138 | | Bylaws of Hilton New Jersey Service Corp. (incorporated by reference to Exhibit 3.164 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.139 | | Certificate of Formation of Hilton Recreation LLC (incorporated by reference to Exhibit 3.171 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.140 | | Limited Liability Company Agreement of Hilton Recreation LLC (incorporated by reference to Exhibit 3.172 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.141* | | Certificate of Formation of Hilton San Diego LLC. | | | 3.142* | | Limited Liability Company Agreement of Hilton San Diego LLC. | | | 3.143 | | Amended and Restated Certificate of Incorporation of Hilton Spring Corporation (incorporated by reference to Exhibit 3.177 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.144 | | Amended and Restated Bylaws of Hilton Spring Corporation (incorporated by reference to Exhibit 3.178 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.145 | | Certificate of Formation of Hilton Supply Management LLC (incorporated by reference to Exhibit 3.179 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.146 | | Limited Liability Company Agreement of Hilton Supply Management LLC (incorporated by reference to Exhibit 3.180 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). |
II-186
| | | Exhibit No. | | Description
| 3.147 | | Certificate of Formation of Hilton Systems Solutions, LLC (incorporated by reference to Exhibit 3.181 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.148* | | Second Amended and Restated Limited Liability Company Agreement of Hilton Systems Solutions, LLC. | | | 3.149 | | Certificate of Formation of Hilton Systems, LLC (incorporated by reference to Exhibit 3.183 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.150 | | Limited Liability Company Agreement of Hilton Systems, LLC (incorporated by reference to Exhibit 3.184 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.151 | | Amended and Restated Certificate of Incorporation of Hilton Worldwide Holdings Inc. (incorporated by reference to Exhibit 3.1 to Hilton Worldwide Holdings Inc.’s Current Report on Form 8-K (No. 1-36243) filed on December 17, 2013). | | | 3.151.1 | | Certificate of Amendment of Amended and Restated Certificate of Incorporation of Hilton Worldwide Holdings Inc. (incorporated by reference to Exhibit 3.1 to Hilton Worldwide Holdings Inc.’s Current Report on Form 8-K (No. 1-36243) filed on January 4, 2017). | | | 3.152 | | Amended and Restated By-Laws of Hilton Worldwide Holdings Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K (File No. 001-36243) filed on March 17, 2017). | | | 3.153* | | Certificate of Formation of Hilton Worldwide Parent LLC. | | | 3.154* | | Limited Liability Company Agreement of Hilton Worldwide Parent LLC. | | | 3.155 | | Certificate of Formation of HLT Audubon LLC (incorporated by reference to Exhibit 3.189 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.156* | | Third Amended and Restated Limited Liability Company Agreement of HLT Audubon LLC. | | | 3.157 | | Certificate of Formation of HLT Conrad Domestic LLC (incorporated by reference to Exhibit 3.193 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.158 | | Second Amended and Restated Limited Liability Company Agreement of HLT Conrad Domestic LLC (incorporated by reference to Exhibit 3.194 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.159 | | Certificate of Formation of HLT Domestic JV Holdings LLC (incorporated by reference to Exhibit 3.197 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.159.1* | | Certificate of Merger of HLT JV Mezz II-A LLC, HLT JV Mezz II-B LLC, HLT JV Mezz II-C LLC, HLT JV Mezz II-D LLC, HLT JV Mezz II-E LLC, HLT JV Mezz II-F LLC, HLT JV Mezz II-G LLC, HLT JV Mezz II-H LLC, HLT JV Mezz II-I LLC, HLT JV Mezz II-J LLC and HLT JV Mezz II-K LLC, with and into HLT Domestic JV Holdings LLC. |
II-187
| | | Exhibit No. | | Description
| 3.159.2* | | Certificate of Merger of HLT JV II Borrower LLC with and into HLT Domestic JV Holdings LLC. | | | 3.159.3* | | Certificate of Merger of HLT JV Mezz I-A LLC, HLT JV Mezz I-B LLC, HLT JV Mezz I-C LLC, HLT JV Mezz I-D LLC, HLT JV Mezz I-E LLC, HLT JV Mezz I-F LLC, HLT JV Mezz I-G LLC, HLT JV Mezz I-H LLC, HLT JV Mezz I-I LLC, HLT JV Mezz I-J LLC and HLT JV Mezz I-K LLC, with and into HLT Domestic JV Holdings LLC. | | | 3.159.4* | | Certificate of Merger of HLT JV I Borrower LLC with and into HLT Domestic JV Holdings LLC. | | | 3.160 | | Limited Liability Company Agreement of HLT Domestic JV Holdings LLC (incorporated by reference to Exhibit 3.198 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.161 | | Certificate of Formation of HLT ESP International Franchise LLC (incorporated by reference to Exhibit 3.203 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.162 | | Amended and Restated Limited Liability Company Agreement of HLT ESP International Franchise LLC (incorporated by reference to Exhibit 3.204 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.163 | | Amended and Restated Certificate of Incorporation of HLT ESP International Franchisor Corporation (incorporated by reference to Exhibit 3.205 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.164 | | Bylaws of HLT ESP International Franchisor Corporation (incorporated by reference to Exhibit 3.206 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.165 | | Certificate of Formation of HLT ESP International Manage LLC (incorporated by reference to Exhibit 3.207 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.166 | | Amended and Restated Limited Liability Company Agreement of HLT ESP International Manage LLC (incorporated by reference to Exhibit 3.208 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.167 | | Amended and Restated Certificate of Incorporation of HLT ESP International Management Corporation (incorporated by reference to Exhibit 3.209 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.168 | | Bylaws of HLT ESP International Management Corporation (incorporated by reference to Exhibit 3.210 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.169 | | Certificate of Formation of HLT ESP Manage LLC (incorporated by reference to Exhibit 3.211 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). |
II-188
| | | Exhibit No. | | Description
| 3.170 | | Amended and Restated Limited Liability Company Agreement of HLT ESP Manage LLC (incorporated by reference to Exhibit 3.212 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.171* | | Certificate of Formation of HLT Existing Franchise Holding LLC. | | | 3.172* | | Second Amended and Restated Limited Liability Company Agreement of HLT Existing Franchise Holding LLC. | | | 3.173 | | Certificate of Formation of HLT Franchise II Borrower LLC (incorporated by reference to Exhibit 3.213 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.174 | | Amended and Restated Limited Liability Company Agreement of HLT Franchise II Borrower LLC (incorporated by reference to Exhibit 3.214 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.175 | | Certificate of Formation of HLT HQ SPE LLC (incorporated by reference to Exhibit 3.215 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.176* | | Third Amended and Restated Limited Liability Company Agreement of HLT HQ SPE LLC. | | | 3.177 | | Certificate of Formation of HLT HSM Holding LLC (incorporated by reference to Exhibit 3.217 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.178 | | Second Amended and Restated Limited Liability Company Agreement of HLT HSM Holding LLC (incorporated by reference to Exhibit 3.218 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.179 | | Certificate of Formation of HLT HSS Holding LLC (incorporated by reference to Exhibit 3.219 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.180 | | Second Amended and Restated Limited Liability Company Agreement of HLT HSS Holding LLC (incorporated by reference to Exhibit 3.220 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.181 | | Certificate of Formation of HLT JV Acquisition LLC (incorporated by reference to Exhibit 3.221 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.181.1* | | Certificate of Merger of New Orleans International Hotel with and into HLT JV Acquisition LLC. | | | 3.182 | | Second Amended and Restated Limited Liability Company Agreement of HLT JV Acquisition LLC. | | | 3.183 | | Certificate of Formation of HLT Lifestyle International Franchise LLC (incorporated by reference to Exhibit 3.227 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). |
II-189
| | | s No. | | Description
| 3.184 | | Amended and Restated Limited Liability Company Agreement of HLT Lifestyle International Franchise LLC (incorporated by reference to Exhibit 3.228 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.185 | | Amended and Restated Certificate of Incorporation of HLT Lifestyle International Franchisor Corporation (incorporated by reference to Exhibit 3.229 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.186 | | Bylaws of HLT Lifestyle International Franchisor Corporation (incorporated by reference to Exhibit 3.230 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.187 | | Certificate of Formation of HLT Lifestyle International Manage LLC (incorporated by reference to Exhibit 3.231 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.188 | | Amended and Restated Limited Liability Company Agreement of HLT Lifestyle International Manage LLC (incorporated by reference to Exhibit 3.232 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.189 | | Amended and Restated Certificate of Incorporation of HLT Lifestyle International Management Corporation (incorporated by reference to Exhibit 3.233 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.190 | | Bylaws of HLT Lifestyle International Management Corporation (incorporated by reference to Exhibit 3.234 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.191 | | Certificate of Formation of HLT Lifestyle Manage LLC (incorporated by reference to Exhibit 3.235 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.192 | | Amended and Restated Limited Liability Company Agreement of HLT Lifestyle Manage LLC (incorporated by reference to Exhibit 3.236 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.193 | | Certificate of Formation of HLT Memphis Data LLC (incorporated by reference to Exhibit 3.237 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.194* | | Third Amended and Restated Limited Liability Company Agreement of HLT Memphis Data LLC. | | | 3.195 | | Certificate of Formation of HLT Owned II Holding LLC (incorporated by reference to Exhibit 3.243 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). |
II-190
| | | Exhibit No. | | Description
| 3.195.1* | | Certificate of Merger of HLT Owned Mezz II-A LLC, HLT Owned Mezz II-B LLC, HLT Owned Mezz II-C LLC, HLT Owned Mezz II-D LLC, HLT Owned Mezz II-E LLC, HLT Owned Mezz II-F LLC, HLT Owned Mezz II-G LLC, HLT Owned Mezz II-H LLC, HLT Owned Mezz II-I LLC, HLT Owned Mezz II-J LLC and HLT Owned Mezz II-K LLC, with and into HLT Owned II Holding LLC. | | | 3.196 | | Limited Liability Company Agreement of HLT Owned II Holding LLC (incorporated by reference to Exhibit 3.244 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.197 | | Certificate of Formation of HLT Owned II-A Borrower LLC (incorporated by reference to Exhibit 3.245 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.198 | | Amended and Restated Limited Liability Company Agreement of HLT Owned II-A Borrower LLC (incorporated by reference to Exhibit 3.246 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.199 | | Certificate of Formation of HLT Palmer LLC (incorporated by reference to Exhibit 3.247 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.200 | | Second Amended and Restated Limited Liability Company Agreement of HLT Palmer LLC (incorporated by reference to Exhibit 3.248 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.201* | | Certificate of Formation of Home2 Brand Management LLC. | | | 3.202* | | Amended and Restated Limited Liability Company Agreement of Home2 Brand Management LLC. | | | 3.203 | | Certificate of Formation of Homewood Suites Management LLC (incorporated by reference to Exhibit 3.255 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.204* | | Third Amended and Restated Limited Liability Company Agreement of Homewood Suites Management LLC. | | | 3.205 | | Certificate of Incorporation of Hotels Statler Company, Inc. (incorporated by reference to Exhibit 3.257 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.206 | | Bylaws of Hotels Statler Company, Inc. (incorporated by reference to Exhibit 3.258 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.207 | | Certificate of Incorporation of HPP Hotels USA, Inc., as amended (incorporated by reference to Exhibit 3.259 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). |
II-191
| | | Exhibit No. | | Description
| 3.207.1* | | Certificate of Conversion of HPP Hotels USA, Inc. to HPP Hotels USA LLC. | | | 3.207.2* | | Certificate of Formation of HPP Hotels USA LLC. | | | 3.208* | | Limited Liability Company Agreement of HPP Hotels USA LLC. | | | 3.209 | | Certificate of Incorporation of HPP International Corporation, as amended (incorporated by reference to Exhibit 3.261 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.209.1* | | Certificate of Conversion of HPP International Corporation to HPP International LLC. | | | 3.209.2* | | Certificate of Formation of HPP International LLC. | | | 3.210* | | Limited Liability Company Agreement of HPP International LLC. | | | 3.211 | | Certificate of Formation of HTGV, LLC (incorporated by reference to Exhibit 3.263 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.212 | | Amended and Restated Limited Liability Company Agreement of HTGV, LLC (incorporated by reference to Exhibit 3.264 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.213 | | Certificate of Formation of Innvision, LLC (incorporated by reference to Exhibit 3.265 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.214 | | Amended and Restated Limited Liability Company Agreement of Innvision, LLC (incorporated by reference to Exhibit 3.266 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.215 | | Certificate of Formation of Lockwood Palmer House, LLC, as amended (incorporated by reference to Exhibit 3.267 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.216 | | Limited Liability Company Operating Agreement of Lockwood Palmer House, LLC (incorporated by reference to Exhibit 3.268 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.217 | | Certificate of Formation of Potter’s Bar Palmer House, LLC, as amended (incorporated by reference to Exhibit 3.271 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.218 | | Limited Liability Company Operating Agreement of Potter’s Bar Palmer House, LLC (incorporated by reference to Exhibit 3.272 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.219 | | Certificate of Incorporation of Promus Hotel Services, Inc. (incorporated by reference to Exhibit 3.273 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). |
II-192
| | | Exhibit No. | | Description
| 3.220 | | Bylaws of Promus Hotel Services, Inc. (incorporated by reference to Exhibit 3.274 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.221 | | Certificate of Formation of Promus Hotels Florida LLC (incorporated by reference to Exhibit 3.275 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.222 | | Limited Liability Company Agreement of Promus Hotels Florida LLC (incorporated by reference to Exhibit 3.276 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.223 | | Certificate of Formation of Promus Hotels LLC (incorporated by reference to Exhibit 3.277 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.224 | | Limited Liability Company Agreement of Promus Hotels LLC (incorporated by reference to Exhibit 3.278 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.225 | | Certificate of Incorporation of Promus Hotels Minneapolis, Inc. (incorporated by reference to Exhibit 3.279 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.226 | | Amended and Restated Bylaws of Promus Hotels Minneapolis, Inc. (incorporated by reference to Exhibit 3.280 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.227 | | Certificate of Formation of Promus Hotels Parent LLC (incorporated by reference to Exhibit 3.281 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.228 | | Limited Liability Company Agreement of Promus Hotels Parent LLC (incorporated by reference to Exhibit 3.282 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.229 | | Certificate of Formation of Promus Operating LLC (incorporated by reference to Exhibit 3.283 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.230 | | Limited Liability Company Agreement of Promus Operating LLC (incorporated by reference to Exhibit 3.284 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). |
II-193
| | | Exhibit No. | | Description
| 3.231 | | Certificate of Incorporation of Promus/Kingston Development Corporation (incorporated by reference to Exhibit 3.285 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.232 | | Bylaws of Promus/Kingston Development Corporation (incorporated by reference to Exhibit 3.286 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.233 | | Certificate of Formation of Samantha Hotel LLC (incorporated by reference to Exhibit 3.287 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.234 | | Limited Liability Company Agreement of Samantha Hotel LLC (incorporated by reference to Exhibit 3.288 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.235* | | Certificate of Formation of Tru Brand Management LLC. | | | 3.236* | | Limited Liability Company Agreement of Tru Brand Management LLC. | | | 3.237 | | Certificate of Formation of WA Collection International, LLC (incorporated by reference to Exhibit 3.293 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.238 | | Amended and Restated Limited Liability Company Agreement of WA Collection International, LLC (incorporated by reference to Exhibit 3.294 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.239 | | Certificate of Formation of Waldorf=Astoria Management LLC (incorporated by reference to Exhibit 3.297 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.240* | | Third Amended and Restated Limited Liability Company Agreement of Waldorf=Astoria Management LLC. | | | 3.241 | | Articles of Incorporation of Florida Conrad International Corp. (incorporated by reference to Exhibit 3.299 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.242 | | Bylaws of Florida Conrad International Corp., as amended (incorporated by reference to Exhibit 3.300 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.243 | | Articles of Incorporation of Embassy Suites Club No. 1, Inc., as amended (incorporated by reference to Exhibit 3.305 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.244 | | Bylaws of Embassy Suites Club No. 1, Inc. (incorporated by reference to Exhibit 3.306 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). |
II-194
| | | Exhibit No. | | Description
| 3.245 | | Articles of Incorporation of Hotel Clubs of Corporate Woods, Inc. (incorporated by reference to Exhibit 3.307 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.246 | | Amended and Restated Bylaws of Hotel Clubs of Corporate Woods, Inc. (incorporated by reference to Exhibit 3.308 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.247 | | Articles of Incorporation of Embassy Suites Club No. Three, Inc. (incorporated by reference to Exhibit 3.309 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.248 | | Amended and Restated Bylaws of Embassy Suites Club No. Three, Inc. (incorporated by reference to Exhibit 3.310 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.249 | | Articles of Organization of International Rivercenter Lessee, L.L.C. (incorporated by reference to Exhibit 3.311 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.250 | | Amended and Restated Limited Liability Company Agreement of International Rivercenter Lessee, L.L.C. (incorporated by reference to Exhibit 3.312 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.251 | | Articles of Organization of DTM Cambridge, Inc. (incorporated by reference to Exhibit 3.313 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.252 | | Bylaws of DTM Cambridge, Inc. (incorporated by reference to Exhibit 3.314 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.253 | | Articles of Organization of Chesterfield Village Hotel, LLC (incorporated by reference to Exhibit 3.315 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.254 | | Amended and Restated Limited Liability Company Agreement of Chesterfield Village Hotel, LLC (incorporated by reference to Exhibit 3.316 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.255 | | Articles of Conversion and Organization of Bally’s Grand Property Sub I, LLC (incorporated by reference to Exhibit 3.317 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.256 | | Operating Agreement of Bally’s Grand Property Sub I, LLC (incorporated by reference to Exhibit 3.318 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). |
II-195
| | | Exhibit No. | | Description
| 3.257 | | Articles of Organization of Conrad International (Belgium) LLC (incorporated by reference to Exhibit 3.319 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.258* | | Amended and Restated Limited Liability Company Agreement of Conrad International (Belgium) LLC. | | | 3.259 | | Articles of Incorporation of Conrad International (Egypt) Resorts Corporation (incorporated by reference to Exhibit 3.321 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.260 | | Bylaws of Conrad International (Egypt) Resorts Corporation (incorporated by reference to Exhibit 3.322 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.261 | | Articles of Incorporation of Conrad International (Indonesia) Corporation, as amended (incorporated by reference to Exhibit 3.323 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.262 | | Bylaws of Conrad International (Indonesia) Corporation (incorporated by reference to Exhibit 3.324 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.263 | | Articles of Incorporation of Conrad International Investment (Jakarta) Corporation (incorporated by reference to Exhibit 3.325 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.264 | | Bylaws of Conrad International Investment (Jakarta) Corporation (incorporated by reference to Exhibit 3.326 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.265 | | Articles of Organization of Hilton Holdings, LLC (incorporated by reference to Exhibit 3.329 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.266 | | Amended and Restated Limited Liability Company (Operating) Agreement of Hilton Holdings, LLC (incorporated by reference to Exhibit 3.330 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.267 | | Articles of Organization of Hilton Hospitality, LLC (incorporated by reference to Exhibit 3.331 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.268 | | Amended and Restated Limited Liability Company (Operating) Agreement of Hilton Hospitality, LLC (incorporated by reference to Exhibit 3.332 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). |
II-196
| | | Exhibit No. | | Description
| 3.269 | | Articles of Conversion and Organization of Hilton Illinois, LLC (incorporated by reference to Exhibit 3.333 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.270 | | Operating Agreement of Hilton Illinois, LLC (incorporated by reference to Exhibit 3.334 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.271 | | Articles of Organization of Peacock Alley Service Company, LLC, as amended (incorporated by reference to Exhibit 3.337 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.272 | | Limited Liability Company Operating Agreement of Peacock Alley Service Company, LLC (incorporated by reference to Exhibit 3.338 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.273 | | Certificate of Conversion of Washington Hilton, L.L.C., as amended (incorporated by reference to Exhibit 3.339 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.274 | | Amended and Restated Limited Liability Company Agreement of Washington Hilton, L.L.C. (incorporated by reference to Exhibit 3.340 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.275 | | Charter of Embassy Memphis Corporation (incorporated by reference to Exhibit 3.341 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.276 | | Bylaws of Embassy Memphis Corporation (incorporated by reference to Exhibit 3.342 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.277 | | Articles of Incorporation of Embassy Suites Club No. Two, Inc. (incorporated by reference to Exhibit 3.343 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.278 | | Bylaws of Embassy Suites Club No. Two, Inc. (incorporated by reference to Exhibit 3.344 to the Registration Statement on Form S-4 of Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. and the other registrants listed therein (File Number: 333-198693) filed on September 11, 2014). | | | 3.279* | | Articles of Incorporation of SALC, Inc. | | | 3.280* | | Bylaws of SALC, Inc. | | | 4.1 | | Indenture, dated as of August 18, 2016, by and among Hilton Domestic Operating Company Inc., Hilton Worldwide Holdings Corp., Hilton Worldwide Finance LLC, the guarantors from time to time party thereto and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Hilton Worldwide Holdings Inc.’s Current Report on Form 8-K (No. 001-36243) filed on August 18, 2016). |
II-197
| | | Exhibit No. | | Description
| 4.2 | | Form of 4.250% Senior Note due 2024 (included in Exhibit 4.1). | | | 4.3 | | First Supplemental Indenture with respect to the 2024 Notes, dated as of September 22, 2016, among Hilton Escrow Issuer LLC, Hilton Escrow Issuer Corp., Hilton Domestic Operating Company Inc., Hilton Worldwide Holdings Inc., Hilton Worldwide Finance LLC, the subsidiary guarantors party thereto, and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.6 to the Hilton Worldwide Holdings Inc.’s Quarterly Report on Form 10-Q (File No. 001-36243) for the quarter ended September 30, 2016). | | | 4.4 | | Second Supplemental Indenture with respect to the 2024 Notes, dated as of September 22, 2016, among Hilton Domestic Operating Company Inc., Hilton Worldwide Parent LLC, and Wilmington Trust, National Association (incorporated by reference to Exhibit 4.7 to Hilton Worldwide Holdings Inc.’s Quarterly Report on Form 10-Q (File No. 001-36243) for the quarter ended September 30, 2016). | | | 4.5 | | Third Supplemental Indenture with respect to the 2024 Notes, dated as of October 20, 2016, among the subsidiary guarantors listed therein and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.13 to Hilton Worldwide Holdings Inc.’s Annual Report on Form 10-K (File No. 001-36243) for the year ended December 31, 2016). | | | 4.6 | | Fourth Supplemental Indenture with respect to the 2024 Notes, dated as of December 12, 2016, among the subsidiary guarantors listed therein and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.14 to Hilton Worldwide Holdings Inc.’s Annual Report on Form 10-K (File No. 001-36243) for the year ended December 31, 2016). | | | 4.7 | | Registration Rights Agreement regarding the 2024 Notes, dated as of August 18, 2016, by and among Hilton Escrow Issuer LLC, Hilton Escrow Issuer Corp. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, on behalf of the initial purchasers (incorporated by reference to Exhibit 4.3 to Hilton Worldwide Holdings Inc.’s Current Report on Form 8-K (File No. 001-36243) filed on August 18, 2016). | | | 4.8* | | Joinder Agreement to the Registration Rights Agreement regarding the 2024 Notes, dated as of September 22, 2016, by and among Hilton Worldwide Holdings Inc., Hilton Domestic Operating Company Inc., Hilton Worldwide Finance LLC, the guarantors from time to time party thereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated. | | | 4.9 | | Indenture, dated as of March 16, 2017, by and among Hilton Worldwide Finance LLC, Hilton Worldwide Finance Corp., the guarantors from time to time party thereto and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Hilton Worldwide Holdings Inc.’s Current Report on Form 8-K (File No. 001-36243) filed on March 22, 2017). | | | 4.10 | | Form of 4.625% Senior Note due 2025 (included in Exhibit 4.8). | | | 4.11 | | Form of 4.875% Senior Note due 2027 (included in Exhibit 4.8). | | | 4.12 | | Registration Rights Agreement, dated as of March 16, 2017, by and among Hilton Worldwide Finance LLC, Hilton Worldwide Finance Corp., the guarantors party thereto and Goldman, Sachs & Co., on behalf of the initial purchasers (incorporated by reference to Exhibit 4.4 to Hilton Worldwide Holdings Inc.’s Current Report on Form 8-K (File No. 001-36243) filed on March 22, 2017). | | | 5.1* | | Opinion of Simpson Thacher & Bartlett LLP. | | | 5.2* | | Opinion of Dentons US LLP. | | | 5.3* | | Opinion of Hill, Ward & Henderson, P.A. | | | 5.4* | | Opinion of Wilmer Cutler Pickering Hale & Dorr LLP. | | | 5.5* | | Opinion of Jones Walker LLP. |
II-198
| | | Exhibit No. | | Description
| 5.6* | | Opinion of Rice Reuther Sullivan & Carroll LLP. | | | 5.7* | | Opinion of Bass, Berry & Sims PLC. | | | 10.1 | | Credit Agreement, dated as of October 25, 2013, among Hilton Worldwide Holdings Inc., as parent, Hilton Worldwide Finance LLC, as borrower, the other guarantors from time to time party thereto, Deutsche Bank AG New York Branch, as administrative agent, collateral agent, swing line lender and L/C issuer, and the other lenders from time to time party thereto (incorporated by reference to Exhibit 10.1 to Hilton Worldwide Holdings Inc.’s Registration Statement onForm S-1 (No. 333-191110) filed on November 8, 2013). | | | 10.2 | | Amendment No. 1, dated as of August 18, 2016, to the Credit Agreement, dated as of October 25, 2013, by and among Hilton Worldwide Holdings Inc., Hilton Worldwide Finance LLC, the other guarantors party thereto from time to time, Deutsche Bank AG New York Branch as administrative agent, collateral agent, swing line lender and L/C issuer and the other lenders party thereto from time to time (incorporated by reference to Exhibit 10.2 to Hilton Worldwide Holdings Inc.’s Current Report on Form 8-K (File No. 001-36243) filed on August 18, 2016). | | | 10.3 | | Amendment No. 2, dated as of November 21, 2016, to the Credit Agreement, dated as of October 25, 2013 (as amended), by and among Hilton Worldwide Holdings Inc., Hilton Worldwide Finance LLC, the other guarantors party thereto from time to time, Deutsche Bank AG New York Branch as administrative agent, collateral agent, swing line lender and L/C issuer and the other lenders party thereto from time to time (incorporated by reference to Exhibit 10.1 to Hilton Worldwide Holdings Inc.’s Current Report on Form 8-K (File No. 001-36243) filed on November 23, 2016). | | | 10.4 | | Amendment No. 3, dated as of March 16, 2017, to the Credit Agreement, dated as of October 25, 2013 (as amended by that certain Amendment No. 1 to the Credit Agreement dated as of August 18, 2016 and as further amended by that certain Amendment No. 2 to the Credit Agreement dated as of November 21, 2016), 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 Hilton Worldwide Holdings Inc.’s Current Report on Form 8-K (File No. 001-36243) filed on March 22, 2017). | | | 10.5 | | Security Agreement, dated as of October 25, 2013, among the grantors identified therein and Deutsche Bank AG New York Branch, as collateral agent (incorporated by reference to Exhibit 10.2 to Hilton Worldwide Holdings Inc.’s Registration Statement on Form S-1(No. 333-191110) filed on November 8, 2013). | | | 10.6 | | Loan Agreement, dated as of October 25, 2013, among the subsidiaries party thereto, collectively, as borrower and JPMorgan Chase Bank, National Association, German American Capital Corporation, Bank of America, N.A., GS Commercial Real Estate LP and Morgan Stanley Mortgage Capital Holdings LLC, collectively, as lender (incorporated by reference to Exhibit 10.3 to Hilton Worldwide Holdings Inc.’s Registration Statement on Form S-1 (No. 333-191110) filed on November 8, 2013). | | | 10.7 | | Guaranty Agreement, dated as of October 25, 2013, among the guarantors named therein and JPMorgan Chase Bank, National Association, German American Capital Corporation, Bank of America, N.A., GS Commercial Real Estate LP and Morgan Stanley Mortgage Capital Holdings LLC, collectively, as lender (incorporated by reference to Exhibit 10.4 to Hilton Worldwide Holdings Inc.’s Registration Statement on Form S-1 (No. 333-191110) filed on November 8, 2013). |
II-199
| | | Exhibit No. | | Description
| 10.8 | | Stockholders Agreement, dated as of December 17, 2013, by and among Hilton Worldwide Holdings Inc. and certain of its stockholders (incorporated by reference to Exhibit 10.1 to Hilton Worldwide Holdings Inc.’s Current Report on Form 8-K (File No. 001-36243) filed on December 17, 2013). | | | 10.9 | | Registration Rights Agreement, dated as of December 17, 2013, among Hilton Worldwide Holdings Inc. and certain of its stockholders (incorporated by reference to Exhibit 10.2 to Hilton Worldwide Holdings Inc.’s Current Report on Form 8-K (File No. 001-36243) filed on December 17, 2013). | | | 10.10† | | 2013 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.15 to Hilton Worldwide Holdings Inc.’s Registration Statement on Form S-1 (No. 333-191110) filed on November 27, 2013). | | | 10.11† | | Hilton 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to Hilton Worldwide Holdings Inc.’s Form 8-K (No. 001-36243) filed on May 26, 2017). | | | 10.12† | | Form of Restricted Stock Grant and Acknowledgment (incorporated by reference to Exhibit 10.16 to Hilton Worldwide Holdings Inc.’s Registration Statement on Form S-1 (No. 333-191110) filed on November 27, 2013). | | | 10.13† | | 2005 Executive Deferred Compensation Plan (as Amended and Restated Effective as of January 1, 2005) (incorporated by reference to Exhibit 10.20 to Hilton Worldwide Holdings Inc.’s Annual Report on Form 10-K (File No. 001-36243) for the year ended December 31, 2013). | | | 10.14† | | Form of 2014 Performance Share Agreement (incorporated by reference to Exhibit 10.1 to Hilton Worldwide Holdings Inc.’s Quarterly Report on Form 10-Q (File No. 001-36243) for the quarter ended March 31, 2014). | | | 10.15† | | Form of 2014 Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.2 to Hilton Worldwide Holdings Inc.’s Quarterly Report on Form 10-Q (File No. 001-36243) for the quarter ended March 31, 2014). | | | 10.16† | | Form of 2014 Nonqualified Stock Option Agreement (incorporated by reference to Exhibit 10.3 to Hilton Worldwide Holdings Inc.’s Quarterly Report on Form 10-Q (File No. 001-36243) for the quarter ended March 31, 2014). | | | 10.17† | | Form of 2015 Performance Share Agreement (incorporated by reference to Exhibit 10.1 to Hilton Worldwide Holdings Inc.’s Quarterly Report on Form 10-Q (File No. 001-36243) for the quarter ended March 31, 2015). | | | 10.18† | | Form of 2015 Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.2 to Hilton Worldwide Holdings Inc.’s Quarterly Report on Form 10-Q (File No. 001-36243) for the quarter ended March 31, 2015). | | | 10.19† | | Form of 2015 Nonqualified Stock Option Agreement (incorporated by reference to Exhibit 10.3 to Hilton Worldwide Holdings Inc.’s Quarterly Report on Form 10-Q (File No. 001-36243) for the quarter ended March 31, 2015). | | | 10.20† | | Form of Deferred Share Unit Agreement (incorporated by reference to Exhibit 10.1 to Hilton Worldwide Holdings Inc.’s Quarterly Report on Form 10-Q (File No. 001-36243) for the quarter ended June 30, 2015. | | | 10.21† | | Form of 2016 Performance Share Agreement (incorporated by reference to Exhibit 10.1 to Hilton Worldwide Holdings Inc.’s Quarterly Report on Form 10-Q (File No. 001-36243) for the quarter ended March 31, 2016. | | | 10.22† | | Form of 2016 Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.2 to Hilton Worldwide Holdings Inc.’s Quarterly Report on Form 10-Q (File No. 001-36243) for the quarter ended March 31, 2016). |
II-200
| | | Exhibit No. | | Description
| 10.23 | | Escrow Agreement, dated as of August 18, 2016, by and among Hilton Escrow Issuer LLC, Hilton Escrow Issuer Corp., Wilmington Trust, National Association, as Trustee under the Indenture and Wilmington Trust, National Association, as escrow agent (incorporated by reference to Exhibit 10.1 to Hilton Worldwide Holdings Inc.’s Current Report on Form 8-K (File No.001-36243) filed on August 18, 2016). | | | 10.24 | | Letter Agreement relating to certain tax matters, dated as of October 24, 2016, by and among Hilton Worldwide Holdings Inc., Park Hotels & Resorts Inc., and certain of Hilton Worldwide Holdings Inc.’s stockholders (incorporated by reference to Exhibit 10.5 to Hilton Worldwide Holdings Inc.’s Current Report on Form 8-K (File No. 001-36243) filed on October 24, 2016). | | | 10.25 | | Letter Agreement relating to tax stockholders agreement, dated as of October 24, 2016, by and among Hilton Worldwide Holdings Inc., Hilton Grand Vacations Inc. and certain of Hilton Worldwide Holdings Inc.’s stockholders (incorporated by reference to Exhibit 10.6 to Hilton Worldwide Holdings Inc.’s Current Report on Form 8-K (File No. 001-36243) filed on October 24, 2016). | | | 10.26 | | Stockholders Agreement, dated as of October 24, 2016, by and among Hilton Worldwide Holdings Inc., HNA Tourism Group Co., Ltd. and, solely for purposes of Section 4.3 thereof, HNA Group Co., Ltd. (incorporated by reference to Exhibit 10.1 to Hilton Worldwide Holdings Inc.’s Current Report on Form 8-K (File No. 001-36243) filed on October 24, 2016). | | | 10.27 | | First Amendment to Stockholders Agreement, dated as of October 24, 2016, by and among Hilton Worldwide Holdings Inc. and certain of its stockholders (incorporated by reference to Exhibit 10.2 to Hilton Worldwide Holdings Inc.’s Current Report on Form 8-K (File No. 001-36243) filed on October 24, 2016). | | | 10.28 | | Registration Rights Agreement, dated as of October 24, 2016, by and between Hilton Worldwide Holdings Inc. and HNA Tourism Group Co., Ltd. (incorporated by reference to Exhibit 10.3 to Hilton Worldwide Holdings Inc.’s Current Report on Form 8-K (File No. 001-36243) filed on October 24, 2016). | | | 10.29 | | Amended and Restated Registration Rights Agreement, dated as of October 24, 2016, by and among Hilton Worldwide Holdings Inc. and certain of its stockholders (incorporated by reference to Exhibit 10.4 to Hilton Worldwide Holdings Inc.’s Current Report on Form 8-K (FileNo. 001-36243) filed on October 24, 2016). | | | 10.30 | | Employee Matters Agreement, dated January 2, 2017, among Hilton Worldwide Holdings Inc., Hilton Domestic Operating Company Inc., Park Hotels & Resorts Inc. and Hilton Grand Vacations Inc. (incorporated by reference to Exhibit 10.1 to Hilton Worldwide Holdings Inc.’s Current Report on Form 8-K (File No. 001-36243) filed on January 4, 2017). | | | 10.31 | | Tax Matters Agreement, dated January 2, 2017, among Hilton Worldwide Holdings Inc., Hilton Domestic Operating Company Inc., Park Hotels & Resorts Inc. and Hilton Grand Vacations Inc. (incorporated by reference to Exhibit 10.2 to Hilton Worldwide Holdings Inc.’s Current Report on Form 8-K (File No. 001-36243) filed on January 4, 2017). | | | 10.32 | | Transition Services Agreement, dated January 2, 2017, among Hilton Worldwide Holdings Inc., Park Hotels & Resorts Inc. and Hilton Grand Vacations Inc. (incorporated by reference to Exhibit 10.3 to Hilton Worldwide Holdings Inc.’s Current Report on Form 8-K (FileNo. 001-36243) filed on January 4, 2017). | | | 10.33 | | License Agreement, dated January 2, 2017, by and between Hilton Worldwide Holdings Inc. and Hilton Grand Vacations Inc. (incorporated by reference to Exhibit 10.4 to Hilton Worldwide Holdings Inc.’s Current Report on Form 8-K (File No. 001-36243) filed on January 4, 2017). |
II-201
| | | Exhibit No. | | Description
| 10.34 | | Tax Stockholders Agreement, dated January 2, 2017, among Hilton Worldwide Holdings Inc., Hilton Grand Vacations Inc. and the other parties thereto (incorporated by reference to Exhibit 10.5 to Hilton Worldwide Holdings Inc.’s Current Report on Form 8-K (FileNo. 001-36243) filed on January 4, 2017). | 10.35 | | Share Repurchase Agreement, dated June 6, 2017, by and among Hilton Worldwide Holdings Inc. and each of the entities identified on Schedule 1 thereto (incorporated by reference to Exhibit 10.1 to Hilton Worldwide Holdings Inc’s Current Report on Form 8-K (File No. 001-36243 filed on June 12, 2017). | | | 12* | | Computation of Ratio of Earnings to Fixed Charges. | | | 21* | | Subsidiaries of Hilton Worldwide Finance LLC. | | | 23.1* | | Consent of Ernst & Young LLP. | | | 23.2* | | Consent of Simpson Thacher & Bartlett LLP (included as part of Exhibit 5.1). | | | 23.3* | | Consent of Dentons US LLP (included as part of Exhibit 5.2). | | | 23.4* | | Consent of Hill, Ward & Henderson, P.A. (included as part of Exhibit 5.3). | | | 23.5* | | Consent of Wilmer Cutler Pickering Hale & Dorr LLP (included as part of Exhibit 5.5). | | | 23.6* | | Consent of Jones Walker LLP (included as part of Exhibit 5.5). | | | 23.7* | | Consent of Rice Reuther Sullivan & Carroll LLP (included as part of Exhibit 5.6). | | | 23.8* | | Consent of Bass, Berry & Sims PLC (included as part of Exhibit 5.7). | | | 24* | | Power of Attorney (included in signature pages to this Registration Statement). | | | 25.1* | | Form T-1 Statement of Eligibility Under the Trust Indenture Act of 1939 of Wilmington Trust, National Association as trustee under the Indenture, dated as of August 18, 2016 (as amended by the First Supplemental Indenture, dated as of September 22, 2016, the Second Supplemental Indenture, dated as of September 22, 2016, the Third Supplemental Indenture, dated as of October 20, 2016, and the Fourth Supplemental Indenture, dated as of December 12, 2016) among Hilton Domestic Operating Company Inc., Hilton Worldwide Holdings Inc., Hilton Worldwide Finance LLC, the guarantors from time to time party thereto and Wilmington Trust, National Association, as trustee, and the Indenture, dated as of March 16, 2017, among Hilton Worldwide Finance LLC, Hilton Worldwide Finance Corp., the guarantors from time to time party thereto and Wilmington Trust, National Association, as trustee. | | | 99.1* | | Form of Letter of Transmittal. | | | 99.2* | | Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. | | | 99.3* | | Form of Letter to Clients. | | | 99.4* | | Form of Notice of Guaranteed Delivery. | | | 101.INS** | | XBRL Instance Document. | | | 101.SCH** | | XBRL Taxonomy Extension Schema Document. | | | 101.CAL** | | XBRL Taxonomy Extension Calculation Linkbase Document. | | | 101.DEF** | | XBRL Taxonomy Extension Definitions Linkbase Document. | | | 101.LAB** | | XBRL Taxonomy Extension Label Linkbase Document. | | | 101.PRE** | | XBRL Taxonomy Extension Presentation Linkbase Document. |
** | These interactive data files shall not be deemed filed for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, or Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under those sections. |
† | Management contract or compensatory plan or arrangement. |
II-202
|
|
