UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-5546
DIVISION OF
CORPORATION FINANCE
Mail Stop 5546
February 7, 2006
Via Facsimile (310) 205-7822 and US Mail
Stephen F. Bollenbach
Chief Executive Officer
Hilton Hotels Corporation
9336 Civic Center Drive
Beverly Hills, California
Re: Hilton Hotels Corporation
Form 10-K for the Fiscal Year Ended December 31, 2004
Filed March 10, 2005
Form 8-K Filed December 29, 2005
File No. 1-03427
Dear Mr. Bollenbach:
We have limited our review of the above filings to
disclosures
relating to your contacts with countries that have been identified
as
state sponsors of terrorism, and we will make no further review of
the filings. Our review with respect to this issue does not
preclude
further review by the Assistant Director group with respect to
other
issues. At this juncture, unless otherwise directed, we are
asking
you to provide us with supplemental information so that we may
better
understand your disclosure. Please be as detailed as necessary in
your response. After reviewing this information, we may raise
additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
General
1. We note from your Form 8-K filed December 29, 2005 that the
Hilton
Group plc, whose hotel properties you have agreed to acquire, has
hotel operations in Sudan. We also note from the Hilton Group plc
website and a public media source that the Hilton Group plc may
also
have hotel operations in Syria. As you may know, Sudan and Syria
have been identified by the U.S. State Department as state
sponsors
of terrorism, and they are subject to economic sanctions
administered
by the Treasury Department`s Office of Foreign Assets Control and
the
Commerce Department`s Bureau of Industry and Security. Please
clarify for us whether you will acquire Syrian operations in the
transaction. Describe to the best of your knowledge the Sudanese,
and any Syrian, operations you will acquire in the transaction,
and
discuss their materiality to you in light of each country`s status
as
a state sponsor of terrorism. Please also discuss whether the
operations constitute a material investment risk to your security
holders. Your response should describe your anticipated
operations
in, and contacts with, Sudan and Syria, including through
subsidiaries, affiliates, joint ventures and other direct and
indirect arrangements. Your response also should provide
sufficient
information about the historical and current operations of the
Sudanese, and any Syrian, interests you will acquire to make clear
their significance to you in the context of your historical and
current operations.
2. Your materiality analysis should address materiality in
quantitative terms, including the approximate dollar amount of
revenues, assets and liabilities associated with Sudan and Syria.
Please also address materiality in terms of qualitative factors
that
a reasonable investor would deem important in making an investment
decision, including the potential impact of corporate activities
upon
a company`s reputation and share value. In this regard, we note
that
Arizona and Louisiana have adopted legislation requiring their
state
retirement systems to prepare reports regarding state pension fund
assets invested in, and/or permitting divestment of state pension
fund assets from, companies that do business with countries
identified as state sponsors of terrorism. Illinois, Oregon and
New
Jersey have adopted, and other states are considering, legislation
prohibiting the investment of certain state assets in, and/or
requiring the divestment of certain state assets from, companies
that
do business with Sudan. Harvard University, Stanford University
and
Dartmouth College have all adopted policies prohibiting investment
in, and/or requiring divestment from, companies that do business
with
Sudan. Your materiality analysis should address the potential
impact
of the investor sentiment evidenced by these actions directed
toward
companies operating in Sudan and Syria.
Please respond to these comments within 10 business days or
tell us when you will provide us with a response. Please
understand
that we may have additional comments after reviewing your
amendment
and responses to our comments. Please file your response letter
on
EDGAR.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings include all information required under the Exchange Act of
1934 and that they have provided all information investors require
for an informed investment decision. Since the company and its
management are in possession of all facts relating to the
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
staff comments or changes to disclosure in response to staff
comments
do not foreclose the Commission from taking any action with
respect
to the filings; and
the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.
Please contact James Lopez at (202) 551-3536 if you have any
questions about the comments or our review. You may also contact
me
at (202) 551-3470.
Sincerely,
Cecilia D. Blye, Chief
Office of Global Security
Risk
cc: Karen Garnett
Assistant Director
Division of Corporation Finance
Mr. Bollenbach
Hilton Hotels Corporation
February 7, 2006
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