WELCOME
2013 ANNUAL REPORT
Hilton Worldwide 2013
Annual Report
A
AT-A-GLANCE
ABOUT HILTON WORLDWIDE
Hilton Worldwide is one of the largest hospitality companies in the world, and we’re
growing faster than ever. Our nearly 100-year history as pioneers in the industry
makes us the first choice in the hospitality industry for guests, hotel owners and
Team Members alike.
OUR LOCATIONS
EUROPE
Rooms: 59,797
Pipeline: 29,000+
Under
Construction:
16,000+
AMERICAS
Rooms: 558,801
Pipeline: 89,000+
Under
Construction:
30,000+
MIDDLE EAST
& AFRICA
Rooms: 20,145
Pipeline: 20,000+
Under
Construction:
15,000+
ASIA PACIFIC
Rooms: 39,887
Pipeline: 55,000+
Under
Construction:
39,000+
Adjusted EBITDA
by Segment⁽³⁾
Rooms by
Chain Scale
10
Award-winning brands
678,630
Rooms
4,115
Properties
314,000
Team Members (1)
91
Countries & Territories
40 Million
Hilton HHonors members
127 Million
Guests served annually
195,000
Rooms in the pipeline –
largest in the industry (2)
#1 Ranked
In rooms under construction in
every major region of the world (2)
Management & Franchise: 51%
Ownership: 37%
Timeshare: 12%
Upper Upscale: 37%
Upscale: 31%
Upper Midscale: 28%
Luxury: 3%
Other: 1%
(1) Represents Team Members employed at our Managed, Owned, Leased, Franchised and Timeshare properties and corporate offices.
(2) Source: Smith Travel Research, Inc. Global Development Pipeline (December 2013).
(3) Excluding Corporate and Other.
LETTER TO
SHAREHOLDERS
Best Brand Portfolio in Hospitality
Tremendous Record of Growth
An Increasingly Capital Light Business Model
Iconic Real Estate Assets with Significant Embedded Value
Powerful Long-Term Macro Trends and Strong
Current Fundamentals
This is what you will find at Hilton Worldwide today.
Welcome.
For the past six years as a private company, we’ve been working hard to
exceed the expectations of our guests, Team Members and hotel owners.
Following our December initial public offering (IPO) – the largest ever in
the hospitality industry – we’re once again a publicly traded company and
excited about the opportunity to deliver exceptional value to shareholders.
Our return marks a new chapter in Hilton’s long history – one that began
in 1919 with Conrad Hilton’s first hotel and has evolved today into the most
recognized name in global hospitality.
We’re off to a great start since our IPO, and I am happy to say we outperformed
our main competitors on the top line, bottom line and net unit growth in
2013. Our performance was highlighted by a 5.2 percent increase in Revenue
Per Available Room (RevPAR)(2) across the enterprise. In addition, our Adjusted
EBITDA increased by 13 percent, to $2.21 billion(3) and we realized net unit
growth of 4.5 percent in our Management and Franchise segment.
The Opportunity for Growth
Our ability to perform at this level is the result of a strategic transformation
that began in 2007, following the acquisition of the company by Blackstone.
We had a once-in-a-lifetime opportunity to take a nearly 100-year-old
company – once a clear leader in the hospitality industry – and return it
to a leadership position. Many of the pieces were there, including a strong
portfolio of brands and commercial engines, but these were neither optimized
nor strategically aligned.
The first step we took was to align our organization around a common vision,
mission, set of values and key strategic priorities. At the same time, we shifted
to a more capital light business model that allowed us to grow with less
capital investment and to focus on our global development strategy. Our work
is ongoing, but six years later we’ve successfully transformed our business into
a lean and unified organization with a performance-driven culture – one that
we believe is positioned to outperform now and in the future.
Hilton Worldwide 2013
Annual Report
1
Christopher J. Nassetta, President & Chief Executive Officer
ROOM GROWTH
SINCE 2007(1)
37%
Rooms System-Wide
68%
Room Pipeline
144%
Rooms Under Construction
We outperformed our main
competitors on the top line,
bottom line and net unit growth
in 2013.
(1) Represents data since 6/30/2007.
(2) RevPAR is hotel room revenue divided by room nights
available for guests.
(3) A reconciliation of Adjusted EBITDA to net income
attributable to Hilton stockholders can be found
on page 95 of our Form 10-K included herein.
Putting Our Growth Plans
into Action
In the hospitality industry, scale and
diversification matter. Today Hilton
Worldwide has a global reach, with
4,115 properties and 678,630 rooms
in 91 countries and territories. We
have 10 distinct brands and scaled
commercial engines that drive an
of that success has come from the
strength of our 10 distinct brands, cov-
ering all segments of the marketplace:
luxury, full service, limited service and
timeshare. This brand portfolio is a
significant strategic advantage, offering
diverse choices to meet customer needs
in every major region and at every
price point and service level.
We have 10 distinct brands and scaled commercial
engines that drive an industry-leading global RevPAR
premium of 15 percent.
industry-leading global RevPAR
premium of 15 percent. Tying this all
together is our award-winning Hilton
HHonors Loyalty Program, with
40 million members who today
make up 50 percent of our total
system-wide occupancy.
Our goal is simple: to serve any
customer, anywhere in the world, for
any lodging need they have. By doing
so, we drive customer loyalty, higher
market share premiums and better
returns for our hotel owners, which in
turn drives faster net unit growth and
premium returns for our stockholders.
Our strong brand portfolio and a
strategic approach to how we deploy
these brands globally allow us to grow
our system in all regions and under all
macroeconomic conditions. In fact,
we’re already number one in global
pipeline and number one in rooms
under construction in every major
region throughout the world. Much
Our strategy allows us to invest minimal
amounts of capital in growing our
Management and Franchise segment,
while providing owners with a valuable
platform of commercial services and
development opportunities. We’ve
grown this segment by over 180,000
rooms since 2007 – a 37 percent increase
accomplished with a mere $47 million
in capital investment.
We’re also increasing the profitability
of our Ownership segment, which
represents 37 percent of aggregate
segment Adjusted EBITDA and includes
iconic hotel and resort properties in
cities like New York, London, São Paulo,
Tokyo and Sydney. These assets not
only promote Hilton as an industry
leader, but also present opportunities
to unlock significant embedded value.
Among these opportunities are
premium earnings growth driven
by revenue, cost management and
value enhancement initiatives.
Hilton Worldwide’s Ownership segment contains iconic
properties such as the Waldorf Astoria New York (top),
Hilton Hawaiian Village Waikiki Beach Resort (middle)
and London Hilton on Park Lane (bottom).
LEADING THE WORLD OF HOSPITALITY FOR NEARLY 100 YEARS
Conrad Hilton
purchases first
hotel in Cisco, TX
First Hilton
opens in
Dallas, TX
Hilton Hotels
Corporation
lists on NYSE
Hilton goes
international with
the opening of the
Caribe Hilton
Hilton Introduces
Hilton HHonors
loyalty program
1919
1925
1947
1949
1987
2
Hilton Worldwide 2013
Annual Report
Finally, our Timeshare segment is
achieving sales growth and margins
that consistently outperform the com-
petition and is becoming increasingly
more capital efficient. At the end of
2013, our supply of third-party developed
timeshare intervals was approximately
78 percent of total supply. By further
expanding the capital efficiency of
this business, as well as incrementally
developing properties already on our
balance sheet, we can continue to
grow this business with minimal
capital investment.
Traveling with Purpose
As we continue to grow around the
world, so does our commitment to
Corporate Responsibility – Travel with
PurposeTM. Our Team Members and
operations have a significant impact
on the thousands of local communities
in which we’re located – providing jobs,
supporting local suppliers, protecting
the environment and enhancing tourism.
We become partners with each of
these communities to help deliver a
shared economic and social value that
benefits all of our stakeholders.
Benefitting From Strong
Industry Fundamentals
Industry trends are another catalyst
allowing us to grow our system at a
significant rate. Over the past 20 years,
growth in global tourism – as mea-
sured by tourist arrivals – has doubled
and is forecast to double again over
the next 20 years. A middle class that
is expanding from 1 billion people
globally in 1990 to a projected 5 billion
in 2030 will help drive this growth.
At the same time, hotel rooms per
capita in underserved markets like
China and Brazil are a mere fraction of
the levels seen in developed markets
like the United States. On a near term
basis, the supply and demand environ-
ment in the business remains strong
with healthy demand growth outpacing
levels of supply growth that are still
well below long-term averages. Taken
together, these trends paint a picture of
strong, sustainable growth for years to
come and the outlook for our industry
is as good as I’ve ever seen.
Continuing Our Journey
From my vantage point, I see a company
poised on the brink of a new era. We’ve
better enabled our Team Members to
deliver great guest experiences, while
also delivering great results to our hotel
owners and shareholders. We may be
nearly 100 years old, but we plan to
continue our legacy of innovation and
firsts that transform the industry.
We’re only in the initial stages of
achieving our potential as the clear
leader in hospitality.
I’m excited about our potential. To the
more than 314,000 Hilton Worldwide
Team Members who have helped us
reach this point – thank you. And on
all of their behalf, I welcome you to the
future of Hilton Worldwide.
Sincerely,
Christopher J. Nassetta
President & Chief Executive Officer
Hilton Worldwide has been the fastest growing
global hotel company since 2007 and opened its
4,000th hotel, Hilton Shijiazhuang, in the Hebei
province of China in 2013.
Hilton Hotels
Corporation
purchases
Promus Hotel
Corporation
Hilton Hotels
Corporation
reunites with
Hilton International
The Blackstone Group
acquires Hilton Hotels
Corporation, and
appoints Christopher
J. Nassetta President &
Chief Executive Officer
Hilton Hotels
Corporation becomes
Hilton Worldwide
and relocates to
McLean, VA
Hilton returns to
the public markets
NYSE:HLT
1999
2006
2007
2009
2013
Hilton Worldwide 2013
Annual Report
3
WELCOME TO
ONE WORLDWIDE TEAM
Our founder, Conrad Hilton, believed in a simple principle –
the best people provide the best guest experiences. For
nearly 100 years, we have been focused on hiring inspired
Team Members around the world and giving them the
opportunity to be great. Regardless of their location, our
Team Members are committed to a unified vision, mission
and a common set of values. Our values of Hospitality,
Integrity, Leadership, Teamwork, Ownership and Now
are embodied in our incredible Team Members around
the world each day.
Our teams are focused on learning and growing in their
careers and we provide career development opportunities
to allow them to reach their full potential. In 2013, we
offered over 2,500 courses through Hilton Worldwide
University and delivered more than 5 million hours of
training to our teams.
Recognizing and rewarding our Team Members is a
fundamental part of our culture as well. We celebrate their
accomplishments in every way possible, and our leaders
are encouraged to show their appreciation on a regular
basis. Recognition is essential to motivating and inspiring
our Team Members, as well as to achieving the company’s
goals. We offer numerous awards, commemorations and
benefits that reflect their many contributions to our success.
Our Team Members are also dedicated to sharing their
time and talents, and in 2013, our Team Members volun-
teered nearly 200,000 hours of service. Hilton Worldwide’s
culture is one in which we extend our passion for service
into the local communities where we live, work and travel.
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Hilton Worldwide 2013
Annual Report
OUR MISSION
To be the preeminent global
hospitality company – the first
choice of guests, Team Members
and owners alike.
OUR VISION
To fill the earth with the light and
warmth of hospitality.
OUR VALUES
H
HOSPITALITY
We’re passionate about
delivering exceptional
guest experiences.
I
L
T
O
N
INTEGRITY
We do the right thing,
all the time.
LEADERSHIP
We’re leaders in our industry
and in our communities.
TEAMWORK
We’re team players in
everything we do.
OWNERSHIP
We’re the owners of our
actions and decisions.
NOW
We operate with a sense
of urgency and discipline.
KEY STRATEGIC
PRIORITIES
Align Our Culture and Organization
Maximize Performance Across
the Enterprise
Strengthen and Expand Our Brands
and Commercial Services Platform
Expand Our Global Footprint
Hilton Worldwide 2013
Annual Report
5
WELCOME TO
AN OPTIMIZED BUSINESS MODEL
Our business model, backed by the best brands
in hospitality, allows us to grow in all regions
and macroeconomic conditions, while minimizing
capital investment.
Our fee-based Management and Franchise segment
has delivered strong Adjusted EBITDA growth, driven by
net unit growth, RevPAR growth and higher effective
franchise rates.
In our Timeshare segment, we have grown Adjusted
EBITDA using significantly less capital than in past
years, and a growing portion of Timeshare segment
revenues now come from high margin fees.
At our Owned properties – including iconic hotel and
resort assets in key destinations – we’re maximizing
performance by increasing the earnings potential of these
assets. Our opportunities include revenue maximization,
margin expansion and property value enhancements.
Our best-in-class commercial services platform, which
supports an estimated $30 billion in annual system
revenue(1), enables us to drive premium RevPAR growth
and market share. Strong top-line performance com-
bined with our disciplined approach to managing costs,
has led to a significant increase in adjusted 2013 EBITDA
margins.
Our capital light business model allows us to grow
while minimizing capital expenditures – the key to
maximizing our performance now and in the future.
Maximizing Performance
ADJUSTED EBITDA
(DOLLARS IN MILLIONS)
$2,250
$1,800
$1,350
$900
$450
$0
12% CAGR
$1,956
$2,210
$1,753
2011
2012
2013
5.2%
Global System-Wide RevPAR Growth
(currency neutral)
4.5%
Management and Franchise Segment
Net Unit Growth
3
1
0
2
Y
F
13%
YOY Adjusted EBITDA Growth
310 bps
Adjusted EBITDA Margin Increase
(1) System revenue includes estimated hotel revenues of Managed and Franchised properties in addition to revenue from
properties Owned and Leased by Hilton.
(2) A reconciliation of Adjusted EBITDA to net income attributable to Hilton stockholders can be found on page 95 of
our Form 10k included herein.
6
Hilton Worldwide 2013
Annual Report
COMMERCIAL
SERVICES
Delivering Value Through
Our Commercial Services
Hilton Worldwide’s scaled commercial
engines streamline the customer
experience and help drive an industry-
leading global RevPAR index premium
of 15 percent.
40 Million members
Worldwide Sales
$8 Billion in annual
room revenue
Online & Mobile
380 Million site visits
per year
Reservations
11 Million reservations
per year
Revenue
Management
Pricing and yield
systems
Information
Technology
Proprietary platform
Supply
Management
$3 Billion of influenced
spend annually
Living Sustainably
$253 Million saved with
LightStayTM management
program (2009–2012)
Hilton Worldwide 20132013
Hilton Worldwide 2013
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eport
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7
WELCOME TO
THE STRONGEST BRANDS IN HOSPITALITY
Hilton is the most recognized name in the hospitality
industry, which provides us with a tremendous foun-
dation to enhance brand equity. Our 10 brands are
specifically designed to meet a variety of traveler budgets
and needs, with offerings in the luxury, full service, limited
service and timeshare markets. By strategically deploying
these brands and optimizing them for local markets,
we’re growing our portfolio around the world and
under all economic conditions.
With a membership of 40 million, our Hilton HHonors
program unites our brands, spans market segments and
encourages customer loyalty. The program has been
enormously successful in building and maintaining
brand support – membership has almost doubled since
2007 and now comprises 50 percent of total system-
wide occupancy.
Hilton HHonors also provides us with a platform for
innovation as we develop more ways to give travelers
an increasing level of choice and control. Our Gold and
Diamond members, for example, have online and mobile
check-in capabilities and can choose their preferred
room at over 3,000 hotels – a first among our peer
group of competitors. In addition, we’ve enhanced the
Hilton HHonors and Hilton apps to offer more robust
digital booking – consistent with our goal to make
direct booking the preferred channel for all guests.
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Hilton Worldwide 2013
Annual Report
Pictured right (top to bottom): Waldorf Astoria Jeddah – Qasr Al Sharq; Conrad Pezula;
Hilton New York Midtown; DoubleTree by Hilton Istanbul – Avcilar; Embassy Suites
Atlanta – Perimeter Center; Hilton Garden Inn Frankfurt Airport; Hampton Inn
Seneca Falls, NY; Homewood Suites by Hilton Dallas – Frisco, TX; Home2 Suites
by Hilton Charlotte, NC; Hilton Grand Vacations Club at Tuscany Village.
Offers unforgettable experiences at iconic
destinations around the world.
Offers smart luxury travelers inspiring connections
and intuitive service in a world of style.
The stylish, forward-thinking global leader
in hospitality.
Fast-growing, global collection of upscale hotels
in gateway cities, metropolitan areas and
vacation destinations.
Full service, upscale hotels offering two-room suites,
free, cooked-to-order breakfasts and complimentary
evening receptions with snacks and drinks.
Offers the amenities and services that allow guests
to discover and connect while on the road.
Quality experience, great value and friendly service
in its signature Hamptonality style.
For guests seeking home-like accommodations
when traveling for an extended stay.
Offers flexible guest room configurations and
inspired amenities for the cost-conscious guest.
High-quality vacation ownership resorts in
celebrated destinations.
The award-winning guest loyalty program
that honors members with travel
experiences worth sharing.
Hilton Worldwide 2013
Annual Report
9
WELCOME TO
A NEW ERA OF GROWTH
Hilton Worldwide has the industry’s largest develop-
ment pipeline, and is number one across all major
regions in terms of rooms under construction. For
example, our DoubleTree by Hilton brand is now the
fastest-growing upscale brand in the lodging business.
Our newest concept, Home2 Suites by Hilton, has
become the most successful brand launch in our his-
tory, and now has a pipeline of nearly 100 new loca-
tions, each funded by third-party capital. Both
Hampton and Hilton Garden Inn also have robust
pipelines, much of which is outside the United States.
In 2013, we opened 207 properties, 64 percent of which
were developed by current owners. These are people
who have done business with us and clearly understand
the value we bring. By providing owners with a solid
foundation of brands, commercial engines, quality and
innovation, we help them create the type of guest
experience that leads to increased profitability.
The premium value that Hilton Worldwide provides to
owners is helping drive our growth internationally. We
now have 14 times more rooms under construction
outside the United States than six years ago. A great
example is China, where we had only six hotels in 2007.
In 2013, we opened our 4,000th global property in the
Hebei province of China and today, there are 43 active
properties plus another 141 in development across Greater
China. We also just opened our first Hilton Garden Inn
in China, the fifth brand we’ve introduced to that market.
Our success is continuing not just in China, but also
around the globe. For example, our value-oriented
brands such as Hampton, Hilton Garden Inn and our
conversion friendly DoubleTree by Hilton brand con-
tinue to lead growth in Europe, and this year we
added five luxury properties in key markets such as
Beijing, Berlin and Dubai. The value we’re creating for
owners is allowing them to grow and expand, helping
extend the global reach of Hilton Worldwide.
Outsized Global Growth
GLOBAL MARKET SHARE OF ROOMS UNDER CONSTRUCTION IS 4X OUR CURRENT MARKET SHARE OF SUPPLY
Hilton Worldwide Share of Room Supply
Hilton Worldwide Share of Rooms Under Construction
25
20
15
10
5
0
21.5%
21.2%
22.9%
15.3%
4X
18.6%
8.7%
Americas
Rooms Under Construction Rank:
1#
1.4%
Europe
1#
2.6%
1.2%
Middle East & Africa
Asia Pacific
1#
1#
4.5%
Global
1#
Source: STR Global New Development Pipeline, December 2013; STR Global Census, January 2014 (adjusted to December 2013).
3
1
0
2
Y
F
207
Properties opened
representing
34,000 rooms
72,000
Rooms approved
for development
102,000
Rooms under
construction
35%
Of new rooms opened
were conversions from
non-Hilton Worldwide
properties
10 Hilton Worldwide 2013
Annual Report
Selected 2013 openings include (from top to bottom on right)
the Waldorf Astoria Ras Al Khaimah, DoubleTree by Hilton
Lodz, Conrad Beijing and the dual branded Hilton Garden Inn
and Homewood Suites by Hilton in Midtown Atlanta.
DEVELOPMENT
SUCCESS
AMERICAS
33 percent increase in U.S. rooms
since 2007
EUROPE
16,000 rooms under
construction – 2x greater than
nearest competitor(1)
ASIA PACIFIC
99 percent increase in Hilton
Worldwide rooms since 2007
MIDDLE EAST & AFRICA
22.9 percent of all current
rooms under construction are in
Hilton Worldwide properties(1)
GLOBAL
60 percent of our pipeline
(the largest pipeline in the industry)(1)
is outside of the U.S.
18.6 percent global market
share of total rooms under
construction(1)
(1) Source: STR Global New Development Pipeline,
December 2013.
Hilton Worldwide 2013
Annual Report
11
EXECUTIVE COMMITTEE
Hilton Worldwide Executive Committee outside the New York Stock Exchange to celebrate the company’s Initial Public Offering, December 13, 2013.
Christopher J. Nassetta*
President & Chief Executive Officer
Kathryn Beiser
Executive Vice President,
Corporate Communications
Joe Berger
Executive Vice President &
President, Americas
Kristin Campbell*
Executive Vice President &
General Counsel
Ian R. Carter*
Executive Vice President &
President, Development,
Architecture, Design & Construction
Jeffrey A. Diskin*
Executive Vice President,
Commercial Services
James E. Holthouser*
Executive Vice President,
Global Brands
Kevin J. Jacobs*
Executive Vice President &
Chief Financial Officer
Matt Richardson
Head of Architecture,
Design & Construction
Martin Rinck
Executive Vice President &
President, Asia Pacific
Matthew W. Schuyler*
Executive Vice President &
Chief Human Resources Officer
Simon Vincent
Executive Vice President &
President, Europe, Middle East & Africa
Mark D. Wang*
Executive Vice President, Global Sales &
President, Hilton Grand Vacations
* Executive officer as defined under the
Securities Exchange Act of 1934.
Our founder Conrad Hilton believed that travel and tourism were powerful engines of progress. This belief,
combined with our global scale and reach today, means that we possess significant potential to effect positive
change for our society and planet through our corporate responsibility commitment, Travel with Purpose.
Read more in our Corporate Responsibility Report at cr.hiltonworldwide.com.
12
Hilton Worldwide 2013
Annual Report
FORM 10-K
Hilton Worldwide 2013
Annual Report
1
United States
Securities and Exchange Commission
Washington, DC 20549
(Mark One)
FORM 10-K
S ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2013
or
£ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the
transition period from
to
.
Commission file number 001-36243
Hilton Worldwide Holdings Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
27-4384691
(IRS Employer Identification No.)
7930 Jones Branch Drive, Suite 1100, McLean, VA
(Address of Principal Executive Offices)
22102
(Zip Code)
Registrant’s telephone number, including area code: (703) 883-1000
Securities registered pursuant to Section 12(b) of the Act:
(Title of each class)
Common Stock, par value $0.01 per share
(Name of each exchange on which registered)
New York Stock Exchange
Securities registered pursuant to Section 12(b) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes £ No S
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes £ No S
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes £ No S
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes S No £
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. S
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
(Check one):
Large accelerated filer £
Accelerated filer £
Non-accelerated filer S (Do not check if a smaller reporting company)
Smaller reporting company £
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes £ No S
As of June 30, 2013, the last day of the registrant’s most recently completed second quarter, the registrant’s common stock was not publicly traded.
The registrant’s common stock, $0.01 par value per share, began trading on the New York Stock Exchange on December 12, 2013. As of February 12,
2014, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $4,787 million (based
upon the closing sale price of the common stock on that date on the New York Stock Exchange).
The number of shares of common stock outstanding on February 12, 2014 was 984,615,364.
Items 10, 11, 12, 13 and 14 of Part III incorporate information by reference from the registrant’s definitive proxy statement relating to its 2014 annual
meeting of stockholders to be filed with the Securities and Exchange Commission within 120 days after the close of the registrant’s fiscal year.
2
Hilton Worldwide 2013
Annual Report
TABLE OF CONTENTS
Part I.
Forward-Looking Statements
Terms Used in this Annual Report on Form 10-K
ITEM 1. Business
ITEM 1A. Risk Factors
ITEM 1B. Unresolved Staff Comments
ITEM 2. Properties
ITEM 3.
Legal Proceedings
ITEM 4. Mine Safety Disclosures
Part II.
ITEM 5.
Market for Registrant’s Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities
ITEM 6.
Selected Financial Data
ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk
ITEM 8. Financial Statements and Supplementary Data
ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
ITEM 9A. Controls and Procedures
ITEM 9B. Other Information
Part III.
ITEM 10. Directors, Executive Officers and Corporate Governance
ITEM 11. Executive Compensation
Page
4
4
4
11
29
30
33
33
34
35
36
56
58
98
98
98
99
99
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 99
ITEM 13. Certain Relationships and Related Transactions and Director Independence
ITEM 14. Principal Accountant Fees and Services
Part IV.
ITEM 15. Exhibits and Financial Statement Schedules
SIGNATURES
99
99
100
102
Hilton Worldwide 2013
Annual Report
3
Reference to “ADR” or “Average Daily Rate” means hotel
room revenue divided by total number of rooms sold in a
given period and “RevPAR” or “Revenue per Available Room”
represents hotel room revenue divided by room nights
available to guests for a given period.
Reference to “Adjusted EBITDA” means earnings before
interest expense, taxes and depreciation and amortization or
“EBITDA,” further adjusted to exclude certain items. Refer to
“Part II—Item 7. Management’s Discussion and Analysis of
Financial Condition and Results of Operations—Key Business
and Financial Metrics Used by Management” for further
discussion over these financial metrics.
ITEM 1. BUSINESS
OVERVIEW
Hilton Worldwide is one of the largest and fastest growing
hospitality companies in the world, with 4,115 hotels, resorts
and timeshare properties comprising 678,630 rooms in
91 countries and territories. In the nearly 100 years since our
founding, we have defined the hospitality industry and
established a portfolio of 10 world-class brands. Our flagship
full-service Hilton Hotels & Resorts brand is the most recog-
nized hotel brand in the world. Our premier brand portfolio
also includes our luxury hotel brands, Waldorf Astoria Hotels
& Resorts and Conrad Hotels & Resorts, our full-service hotel
brands, DoubleTree by Hilton and Embassy Suites Hotels, our
focused-service hotel brands, Hilton Garden Inn, Hampton
Inn, Homewood Suites by Hilton and Home2 Suites by Hilton
and our timeshare brand, Hilton Grand Vacations. More
than 314,000 team members proudly serve in our properties
and corporate offices around the world, and we have
approximately 40 million members in our award-winning
customer loyalty program, Hilton HHonors.
We operate our business through three segments:
(1) management and franchise; (2) ownership; and (3) time-
share. These complementary business segments enable us
to capitalize on our strong brands, global market presence
and significant operational scale. Through our management
and franchise segment, which consists of 3,918 hotels with
610,413 rooms, we manage hotels, resorts and timeshare
properties owned by third parties and we license our brands
to franchisees. Our ownership segment consists of 155 hotels
with 61,670 rooms in which we have an ownership interest
or lease. Through our timeshare segment, which consists
of 42 properties comprising 6,547 units, we market and sell
timeshare intervals, operate timeshare resorts and a time-
share membership club and provide consumer financing.
PART I
Forward-Looking Statements
This Annual Report on Form 10-K contains forward-looking
statements within the meaning of Section 27A of the Securities
Act of 1933, as amended (the “Securities Act”) and Section 21E
of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”). These statements include, but are not limited
to, statements related to our expectations regarding the
performance of our business, our financial results, our liquidity
and capital resources and other non-historical statements. In
some cases, you can identify these forward-looking statements
by the use of words such as “outlook,” “believes,” “expects,”
“potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,”
“approximately,” “projects,” “predicts,” “intends,” “plans,”
“estimates,” “anticipates” or the negative version of these
words or other comparable words. Such forward-looking
statements are subject to various risks and uncertainties.
Accordingly, there are or will be important factors that could
cause actual outcomes or results to differ materially from
those indicated in these statements. We believe these factors
include but are not limited to those described under “Part I—
Item 1A. Risk Factors.” These factors should not be construed
as exhaustive and should be read in conjunction with the
other cautionary statements that are included in this Annual
Report on Form 10-K. We undertake no obligation to publicly
update or review any forward-looking statement, whether as
a result of new information, future developments or otherwise,
except as required by law.
Terms Used in this Annual Report on Form 10-K
Except where the context requires otherwise, references
in this Annual Report on Form 10-K to “Hilton,” “Hilton
Worldwide,” “the Company,” “we,” “us” and “our” refer to
Hilton Worldwide Holdings Inc., together with its
consolidated subsidiaries. We refer to the estimated
314,000 individuals working at our owned, leased, managed,
franchised, timeshare and corporate locations worldwide as
of December 31, 2013 as our “team members.” Of these team
members, approximately 152,000 were directly employed or
supervised by us and the remaining team members were
employed or supervised by third parties. Except where the
context requires otherwise, references to our “properties,”
“hotels” and “rooms” refer to the hotels, resorts and time-
share properties managed, franchised, owned or leased by
us. Of these hotels, resorts and rooms, a portion are directly
owned or leased by us or joint ventures in which we have an
interest and the remaining hotels, resorts and rooms are
owned by our third-party owners.
Investment funds associated with or designated by The
Blackstone Group L.P. and their affiliates, our current
majority owners, are referred to herein as “Blackstone”
or “our Sponsor.”
4
Hilton Worldwide 2013
Annual Report
In addition to our current hotel portfolio, we are focused on
the growth of our business through expanding our share of
the global lodging industry through our development pipe-
line, which includes 194,572 rooms scheduled to be opened
in the future, 99 percent of which are in our management
and franchise segment. As of December 31, 2013, 101,810
rooms, representing 52 percent of our development pipeline,
were under construction. The expansion of our business is
supported by strong lodging industry fundamentals in the
current economic environment and long-term growth
Overall, we believe that our experience in the hotel industry
and strong brands and commercial service offerings will
continue to drive customer loyalty, including participation in
our Hilton HHonors loyalty program, which has approximately
40 million members. Satisfied customers will continue to
provide strong overall hotel performance for our hotel owners
and us, and encourage further development of additional hotels
under our brands and existing and new hotel owners, which
further supports our growth and future financial performance.
We believe that our existing portfolio and development pipe-
line, which will require minimal initial capital investment, put
us in a strong position to further improve our business.
OUR BRAND PORTFOLIO
The goal of each of our brands is to deliver exceptional customer experiences and superior operating performance.
Brand(1)
Segment
Countries/
Territories
Hotels
Rooms
Percentage of
Total Rooms
Selected Competitors(2)
December 31,
Luxury
Luxury
10
17
24
10,529
1.6%
Ritz Carlton, Four Seasons, Peninsula,
St. Regis, Mandarin Oriental
23
7,877
1.2%
Park Hyatt, Sofitel, Intercontinental,
JW Marriott, Fairmont
Upper Upscale
80
554
196,670
29.0%
Marriott, Sheraton, Hyatt, Radisson Blu,
Renaissance, Westin, Sofitel, Swissotel, Mövenpick
Upscale
32
371
93,054
13.7%
Sheraton, Marriott, Crowne Plaza, Wyndham,
Radisson, Moevenpick, Hotel Nikko,
Holiday Inn, Renaissance
Upper Upscale
5
215
51,367
7.6%
Renaissance, Sheraton, Hyatt,
Residence Inn by Marriott
Upscale
19
581
79,878
11.8%
Courtyard by Marriott, Holiday Inn, Hyatt
Place, Novotel, Aloft, Four Points by Sheraton
Upper Midscale
15
1,937
190,635
28.1%
Fairfield Inn by Marriott, Holiday Inn Express,
Comfort Inn, Quality Inn, La Quinta Inns,
Wyngate by Wyndham
Upscale
Upper Midscale
Timeshare
3
2
3
333
36,778
5.4%
Residence Inn by Marriott, Hyatt House,
Staybridge Suites, Candlewood Suites
27
2,928
0.4%
Candlewood Suites, AmericInn,
Towne Place Suites
42
6,547
1.0%
Marriott Vacation Club, Starwood Vacation
Ownership, Hyatt Residence, Wyndham
Vacations Resorts
(1) The table above excludes 8 unbranded hotels with 2,367 rooms, representing approximately 0.2% of total rooms.
(2) The table excludes lesser known regional competitors.
Hilton Worldwide 2013
Annual Report
5
Waldorf Astoria Hotels & Resorts: What began as an iconic hotel
in New York City is today a portfolio of 24 luxury hotels and
resorts. In landmark destinations around the world, Waldorf
Astoria Hotels & Resorts reflect their locations, each providing
the inspirational environments and personalized attention
that are the source of unforgettable moments. Properties
typically include elegant spa and wellness facilities, high-end
restaurants, golf courses (at resort properties), 24-hour room
service, fitness and business centers, meeting, wedding and
banquet facilities and special event and concierge services.
Conrad Hotels & Resorts: Conrad is a global luxury brand of
properties offering guests personalized experiences with
sophisticated, locally inspired surroundings and an intuitive
service model based on customization and control, as dem-
onstrated by the Conrad Concierge mobile application that
enables guest control of on-property amenities and services.
Properties typically include convenient and relaxing spa and
wellness facilities, enticing restaurants, comprehensive room
service, fitness and business centers, multi-purpose meeting
facilities and special event and concierge services.
Hilton Hotels & Resorts: Hilton is our global flagship brand and
ranks number one for global brand awareness in the hospitality
industry, with 554 hotels and resorts in 80 countries and
territories across six continents. The brand primarily serves
business and leisure upper upscale travelers and meeting
groups. Hilton hotels are full-service hotels that typically include
meeting, wedding and banquet facilities and special event
services, restaurants and lounges, food and beverage services,
swimming pools, gift shops, retail facilities and other services.
DoubleTree by Hilton: DoubleTree by Hilton is an upscale,
full-service hotel designed to provide true comfort to today’s
business and leisure travelers. DoubleTree is united by the
brand’s CARE (“Creating a Rewarding Experience”) culture
and a warm chocolate chip cookie served at check-in.
DoubleTree’s diverse portfolio includes historic icons, small
contemporary hotels, resorts and large urban hotels.
Embassy Suites Hotels: Embassy Suites are our upper upscale,
all-suite hotels that feature two-room guest suites with a
separate living room and dining/work area, a complimentary
cooked-to-order breakfast and complimentary evening
receptions every night. Embassy Suites’ bundled pricing
ensures that guests receive value at a single price.
Hilton Garden Inn: Hilton Garden Inn is our award-winning,
upscale hotel brand that strives to ensure today’s busy travelers
have what they need to be productive on the road. From the
Serta Perfect Sleeper bed, to complimentary Internet access,
to a comfortable lobby pavilion, Hilton Garden Inn is the brand
guests can count on to support them on their journeys.
Hampton Inn: Hampton Inn hotels are our moderately priced,
upper midscale hotels with limited food and beverage facilities.
The Hampton brand also includes Hampton Inn & Suites hotels,
which offer both traditional hotel room accommodations
6
Hilton Worldwide 2013
Annual Report
and apartment style suites within one property. Across our
over 1,900 Hampton locations around the world, guests
receive free hot breakfast and free high-speed Internet access,
all for a great price and all supported by the Hampton
satisfaction guarantee.
Homewood Suites by Hilton: Homewood Suites by Hilton are
our upscale, extended-stay hotels that feature residential
style accommodations including business centers, swimming
pools, convenience stores and limited meeting facilities. The
brand provides the touches, familiarity and comforts of home
so that extended-stay travelers can feel at home on the road.
Home2 Suites by Hilton: Home2 Suites by Hilton, our newest brand,
are upper midscale hotels that provide a modern and savvy
option to budget conscious extended-stay travelers. Offering
innovative suites with contemporary design and cutting-edge
technology, we strive to ensure that our guests are comfortable
and productive, whether they are staying a few days or a
few months. The hotel offers a complimentary continental
breakfast, integrated laundry and exercise facility, recycling
and sustainability initiatives and a pet-friendly policy.
Hilton Grand Vacations: Hilton Grand Vacations (“HGV”) is our
timeshare brand. Ownership of a deeded real estate interest
with club membership points provides members with a
lifetime of vacation advantages and the comfort and conve-
nience of residential-style resort accommodations in select,
renowned vacation destinations. Each club property provides
a distinctive setting, while signature elements remain
consistent, such as high-quality guest service, spacious units
and extensive on-property amenities.
OUR CUSTOMER LOYALTY PROGRAM
Hilton HHonors is our award-winning guest loyalty program
that supports our portfolio of 10 brands and our entire system
of hotels and timeshare properties. The program generates
significant repeat business by rewarding guests with points
for each stay at any of our more than 4,000 hotels worldwide,
which are then redeemable for free hotel nights and other
rewards. Members also can earn points with over 140 partners,
including airlines, rail and car rental companies, credit card
providers and others. The program provides targeted marketing,
promotions and customized guest experiences to approxi-
mately 40 million members. Our Hilton HHonors members
represented approximately 50 percent of our system-wide
occupancy and contributed hotel-level revenues of over
$12 billion during the year ended December 31, 2013. Affiliation
with our loyalty programs encourages members to allocate
more of their travel spending to our hotels. The percentage of
travel spending we capture from loyalty members increases
as they move up the tiers of our program. The program is
funded by contributions from eligible revenues generated by
Hilton HHonors members and collected by us from hotels in
our system. These funds are applied to reimburse hotels and
partners for Hilton HHonors points redemptions and to pay
for program administrative expenses and marketing initiatives
that support the program.
OUR BUSINESSES
We operate our business across three segments: (1) management and franchise; (2) ownership; and (3) timeshare. For more
information regarding our segments, see “Part II—Item 7. Management’s Discussion and Analysis of Financial Condition and
Results of Operations” and Note 24: “Business Segments” in our audited consolidated financial statements included elsewhere
in this Annual Report on Form 10-K.
As of December 31, 2013, our system included the following properties and rooms, by type, brand and region:
Owned/Leased(1)
Managed
Franchised
Total
Hotels
Rooms
Hotels
Rooms
Hotels
Rooms
Hotels
Rooms
Waldorf Astoria Hotels & Resorts
U.S.
Americas (excluding U.S.)
Europe
MEA
Asia Pacific
Conrad Hotels & Resorts
U.S.
Americas (excluding U.S.)
Europe
MEA
Asia Pacific
Hilton Hotels & Resorts
U.S.
Americas (excluding U.S.)
Europe
MEA
Asia Pacific
DoubleTree by Hilton
U.S.
Americas (excluding U.S.)
Europe
MEA
Asia Pacific
Embassy Suites Hotels
U.S.
Americas (excluding U.S.)
Hilton Garden Inn
U.S.
Americas (excluding U.S.)
Europe
MEA
Asia Pacific
Hampton Inn
U.S.
Americas (excluding U.S.)
Europe
Asia Pacific
Homewood Suites by Hilton
U.S.
Americas (excluding U.S.)
Home2 Suites by Hilton
U.S.
Americas (excluding U.S.)
Other
Lodging
Hilton Grand Vacations
Total
2
—
1
—
—
—
—
1
1
—
23
3
74
6
8
12
—
—
—
—
18
—
2
—
—
—
—
1
—
—
—
—
—
1,601
—
370
—
—
—
—
191
617
—
21,096
1,836
19,014
2,279
3,957
4,456
—
—
—
—
4,561
—
290
—
—
—
—
130
—
—
—
—
—
12
1
3
3
1
4
—
2
2
11
42
21
56
43
49
28
3
11
4
26
39
2
5
5
15
1
4
50
6
4
—
38
1
5,691
248
672
703
260
1,335
—
741
641
3,422
24,939
7,339
15,798
13,411
18,738
8,204
637
3,474
842
8,130
10,323
473
635
685
2,620
180
535
6,238
729
492
—
4,342
102
—
1
—
—
—
—
1
—
—
1
181
18
21
1
8
237
11
34
3
2
151
5
514
23
12
—
—
—
984
—
—
—
—
294
—
—
636
54,083
5,487
5,309
410
2,974
58,329
2,063
5,523
431
965
34,740
1,270
69,607
3,575
1,751
—
—
14
2
4
3
1
4
1
3
3
12
246
42
151
50
65
277
14
45
7
28
208
7
521
28
27
1
4
7,292
1,232
1,042
703
260
1,335
294
932
1,258
4,058
100,118
14,662
40,121
16,100
25,669
70,989
2,700
8,997
1,273
9,095
49,624
1,743
70,532
4,260
4,371
180
535
1,803
53
19
1
173,677
6,536
2,761
72
1,854
59
23
1
180,045
7,265
3,253
72
284
10
31,266
1,068
322
11
35,608
1,170
—
—
3
155
—
155
—
—
1,272
61,670
—
61,670
—
1
5
498
42
540
—
97
1,095
143,771
6,547
150,318
26
—
—
3,420
—
3,420
2,831
—
—
466,642
—
466,642
26
1
8
4,073
42
4,115
2,831
97
2,367
672,083
6,547
678,630
(1) Includes hotels owned or leased by entities in which we own a noncontrolling interest.
Hilton Worldwide 2013
Annual Report
7
Management and Franchise
Through our management and franchise segment we manage
hotels and timeshare properties and license our brands to
franchisees. This segment generates its revenue primarily from
fees charged to hotel owners and to homeowners’ associations
at timeshare properties. We grow our management and
franchise business by attracting owners to become a part of
our system and participate in our brands and commercial
services to support their hotel properties. These contracts
require little or no capital investment to initiate on our part,
and provide significant return on investment for us as fees
are earned.
Hotel and Timeshare Management
Our core management services consist of operating hotels
under management agreements for the benefit of third parties,
who either own or lease the hotels and the associated personal
property. Terms of our management agreements vary, but
our fees generally consist of a base management fee based
on a percentage of each hotel’s gross revenue, and we also
may earn an incentive fee based on gross operating profits,
cash flow or a combination thereof. In general, the owner
pays all operating and other expenses and reimburses our
out-of-pocket expenses. In turn, our managerial discretion
typically is subject to approval by the owner in certain major
areas, including the approval of annual operating and capital
expenditure budgets. Additionally, the owners generally pay
a monthly program fee based on a percentage of the total
gross room revenue that covers the costs of advertising and
marketing programs; internet, technology and reservation
systems expenses; and quality assurance program costs. As
of December 31, 2013, we managed 498 hotels with 143,771
rooms, excluding our owned and leased hotels.
The initial terms of our management agreements for full-
service hotels typically are 20 years. In certain cases where
we have entered into a franchise agreement as well as a
management agreement, we classify these hotels as man-
aged hotels in our portfolio. Extension options for our
management agreements are negotiated and vary, but
typically are more prevalent in full-service hotels. Typically
these agreements contain one or two extension options
that are either for 5 or 10 years and can be exercised at our
or the other party’s option or by mutual agreement.
Some of our management agreements provide early termi-
nation rights to hotel owners upon certain events, including
the failure to meet certain financial or performance criteria.
Performance test measures typically are based upon the hotel’s
performance individually and/or in comparison to specified
competitive hotels. We often have a cure right by paying an
amount equal to the performance shortfall over a specified
period, although in some cases our cure rights are limited.
In addition to the third-party owned hotels we manage,
we provide management services for 42 timeshare properties
owned by homeowners’ associations and 155 owned,
leased and joint venture hotels, from which we recognize
management fee revenues.
8
Hilton Worldwide 2013
Annual Report
Franchising
We franchise our brand names, trade and service marks and
operating systems to hotel owners under franchise agreements.
We do not directly participate in the day-to-day management
or operation of franchised hotels. We conduct periodic
inspections to ensure that brand standards are maintained
and consult with franchisees concerning certain aspects
of hotel operations. We approve the location for new con-
struction of franchised hotels, as well as certain aspects of
development. In some cases, we provide franchisees with
product improvement plans that must be completed in
accordance with brand standards to remain in our hotel
system. As of December 31, 2013, there were 3,420 franchised
hotels with 466,642 rooms.
Each franchisee pays us a franchise application fee. Franchisees
also pay a royalty fee, generally based on a percentage of the
hotel’s total gross room revenue (and a percentage of food
and beverage revenue in some brands), as well as a monthly
program fee based on a percentage of the total gross room
revenue that covers the costs of advertising and marketing
programs; internet, technology and reservation systems
expenses; and quality assurance program costs. Franchisees
also are responsible for various other fees and charges,
including payments for participation in our Hilton HHonors
reward program, training, consultation and procurement
of certain goods and services.
Our franchise agreements typically have initial terms of
approximately 20 years for new construction and approxi-
mately 10 to 20 years for properties that are converted from
other brands. At the expiration of the initial term, we may
relicense the hotel to the franchisee, at our or the hotel owner’s
option or by mutual agreement, for an additional term ranging
from 10 to 15 years. We have the right to terminate a franchise
agreement upon specified events of default, including non-
payment of fees or noncompliance with brand standards.
If a franchise agreement is terminated by us because of a
franchisee’s default, the franchisee is contractually required
to pay us liquidated damages.
Ownership
We are among the largest hotel owners in the world based
upon the number of rooms at our owned, leased and joint
venture hotels. Our diverse global portfolio of owned and
leased properties includes a number of leading hotels in
major gateway cities such as New York City, London, San
Francisco, Chicago, São Paolo, Sydney and Tokyo. The port-
folio includes iconic hotels with significant underlying real
estate value, including The Waldorf Astoria New York, the
Hilton Hawaiian Village and the London Hilton on Park Lane.
Real estate investment was a critical component of the
growth of our business in our early years. Our real estate
holdings grew over time through new construction, purchases
or leases of hotels, investments in joint ventures and the
acquisition of other hotel companies. In recent years, we
have expanded our hotel system less through real estate
investment and more by increasing the number of
management and franchise agreements we have with
third-party hotel owners.
We have focused on maximizing the cost efficiency and
profitability of the portfolio by, among other things, imple-
menting new labor management practices and systems and
reducing fixed costs. Through our disciplined approach to
asset management, we have developed and executed on
strategic plans for each of our hotels to enhance the market
position of each property, and at many of our hotels we have
renovated guest rooms and public spaces and added or
enhanced meeting and retail space to improve profitability.
At certain of our hotels, we are evaluating options for the
adaptive reuse of all or a portion of the property to residential,
retail or timeshare in order to deploy our real estate to its
highest and best use.
Timeshare
Our timeshare segment generates revenue from three
primary sources:
• Timeshare Sales—We market and sell timeshare interests
owned by Hilton and third parties. We also source timeshare
intervals through sales and marketing agreements with
third-party developers. This allows us to sell timeshare
units on behalf of third-party developers in exchange for
sales, marketing and branding fees on interval sales, and
to earn fees from resort operations and the servicing of
consumer loans while deploying little up-front capital
related to the construction of the property.
• Resort Operations—We manage the HGV Club, receiving
enrollment fees, annual dues and transaction fees from
member exchanges for other vacation products. We generate
rental revenue from unit rentals of unsold inventory and
inventory made available due to ownership exchanges
under our HGV Club program. We also earn revenue from
retail and spa outlets at our timeshare properties.
• Financing—We provide consumer financing, which includes
interest income generated from the origination of consumer
loans to customers to finance their purchase of timeshare
intervals and revenue from servicing the loans.
HGV’s primary product is a fee-simple timeshare interest
deeded in perpetuity. This ownership interest is an interest
in real estate equivalent to annual usage rights, generally
for one week, at the timeshare resort where the timeshare
interval was purchased. Each purchaser is automatically
enrolled in the HGV Club, giving the purchaser an annual
allotment of Club Points that allow the purchaser to
exchange his or her annual usage rights for a number of
options, including: a priority reservation period to stay at his
or her home resort where his or her timeshare interval is
deeded, stays at any resort in the HGV system, reservations
for experiential travel such as cruises, conversion to Hilton
HHonors points for stays at our hotels and other options,
including stays at more than 5,000 resorts included in the
RCI timeshare vacation exchange network. In addition,
we operate the Hilton Club, which operates for owners
of timeshare intervals at the Hilton New York, but whose
members also enjoy exchange benefits with the HGV Club.
As of December 31, 2013, HGV managed a global system of
42 resorts and the HGV Club and the Hilton Club had more
than 212,000 members in total.
COMPETITION
We encounter active and robust competition as a hotel,
residential, resort and timeshare manager, franchisor and
developer. Competition in the hotel and lodging industry
generally is based on the attractiveness of the facility, location,
level of service, quality of accommodations, amenities, food
and beverage options and outlets, public spaces and other
guest services, consistency of service, room rate, brand
reputation and the ability to earn and redeem loyalty program
points through a global system. Our properties and brands
compete with other hotels, resorts, motels and inns in their
respective geographic markets or customer segments,
including facilities owned by local interests, individuals,
national and international chains, institutions, investment
and pension funds and real estate investment trusts (“REITs”).
We believe that our position as a multi-branded owner,
operator, manager and franchisor of hotels makes us one
of the largest and most geographically diverse lodging
companies in the world.
Our principal competitors include other branded and indepen-
dent hotel operating companies, national and international
hotel brands and ownership companies, including hotel REITs.
While local and independent brand competitors vary, on a
global scale our primary competitors are firms such as Accor S.A.,
Carlson Rezidor Group, Fairmont Raffles Hotels International,
Hong Kong and Shanghai Hotels, Limited, Hyatt Hotels
Corporation, Intercontinental Hotel Group, Marriott International,
Mövenpick Hotels and Resorts, Starwood Hotels & Resorts
Worldwide and Wyndham Worldwide Corporation.
In the timeshare business, we compete with other hotel and
resort timeshare operators for sales of timeshare intervals
based principally on location, quality of accommodations,
price, financing terms, quality of service, terms of property
use and opportunity for timeshare owners to exchange into
time at other timeshare properties or other travel rewards.
In addition, we compete based on brand name recognition
and reputation, as well as with national and independent
timeshare resale companies and owners reselling existing
timeshare intervals, which could reduce demand or prices
for sales of new timeshare intervals. Our competitors in the
timeshare space include Hyatt Residence Club, Marriott
Vacations Worldwide Corp., Starwood Vacation Ownership
and Wyndham Vacation Resorts.
Hilton Worldwide 2013
Annual Report
9
SEASONALITY
The hospitality industry is seasonal in nature. The periods during
which our lodging properties experience higher revenues
vary from property to property, depending principally upon
location and the customer-base served. We generally expect
our revenues to be lower in the first quarter of each year
than in each of the three subsequent quarters, with the
fourth quarter generally being the highest.
CYCLICALITY
The hospitality industry is cyclical and demand generally
follows, on a lagged basis, key macroeconomic indicators.
There is a history of increases and decreases in demand for
hotel rooms, in occupancy levels and in room rates realized
by owners of hotels through economic cycles. The combi-
nation of changes in economic conditions and in the supply
of hotel rooms can result in significant volatility in results
for owners and managers of hotel properties. The costs of
running a hotel tend to be more fixed than variable. As a
result, in an environment of declining revenues the rate of
decline in earnings can be higher than the rate of decline in
revenues. The vacation ownership business also is cyclical as
the demand for vacation ownership units is affected by the
availability and cost of financing for purchases of vacation
ownership units, as well as general economic conditions
and the relative health of the housing market.
INTELLECTUAL PROPERTY
In the highly competitive hospitality industry in which we
operate, trademarks, service marks, trade names, logos and
patents are very important to the success of our business.
We have a significant number of trademarks, service marks,
trade names, logos, patents and pending registrations and
expend significant resources each year on surveillance,
registration and protection of our trademarks, service marks,
trade names, logos and patents, which we believe have become
synonymous in the hospitality industry with a reputation for
excellence in service and authentic hospitality.
GOVERNMENT REGULATION
Our business is subject to various foreign and U.S. federal and
state laws and regulations, including: laws and regulations
that govern the offer and sale of franchises, many of which
impose substantive requirements on franchise agreements and
require that certain materials be registered before franchises
can be offered or sold in a particular state; and extensive state
and federal laws and regulations relating to our timeshare
business, primarily relating to the sale and marketing of
timeshare intervals.
In addition, a number of states regulate the activities of
hospitality properties and restaurants, including safety and
health standards, as well as the sale of liquor at such properties,
by requiring licensing, registration, disclosure statements and
compliance with specific standards of conduct. Operators of
hospitality properties also are subject to laws governing their
relationship with employees, including minimum wage
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requirements, overtime, working conditions and work permit
requirements. Compliance with, or changes in, these laws
could reduce the revenue and profitability of our properties
and could otherwise adversely affect our operations.
We also manage and own hotels with casino gaming
operations as part of or adjacent to the hotels. However,
with the exception of casinos at certain of our properties in
Puerto Rico and one property in Egypt, third parties manage
and operate the casinos. We hold and maintain the casino
gaming license and manage the casinos located in Puerto
Rico and Egypt and employ third-party compliance consultants
and service providers. As a result, our business operations at
these facilities are subject to the licensing and regulatory
control of the local regulatory agency responsible for gaming
licenses and operations in those jurisdictions.
Finally, as an international owner, operator and franchisor of
hospitality properties in 91 countries and territories, we also
are subject to the local laws and regulations in each country
in which we operate, including employment laws and practices,
privacy laws, tax laws, which may provide for tax rates that
exceed those of the U.S. and which may provide that our
foreign earnings are subject to withholding requirements or
other restrictions, unexpected changes in regulatory require-
ments or monetary policy and other potentially adverse
tax consequences.
ENVIRONMENTAL MATTERS
We are subject to certain requirements and potential liabilities
under various foreign and U.S. federal, state and local environ-
mental, health and safety laws and regulations and incur costs in
complying with such requirements. These laws and regulations
govern actions including air emissions, the use, storage and
disposal of hazardous and toxic substances, and wastewater
disposal. In addition to investigation and remediation liabilities
that could arise under such laws, we may also face personal
injury, property damage, fines or other claims by third parties
concerning environmental compliance or contamination. In
addition to our hotel accommodations, we operate a number
of laundry facilities located in certain areas where we have
multiple properties. We use and store hazardous and toxic
substances, such as cleaning materials, pool chemicals, heating
oil and fuel for back-up generators at some of our facilities, and
we generate certain wastes in connection with our operations.
Some of our properties include older buildings, and some may
have, or may historically have had, dry-cleaning facilities
and underground storage tanks for heating oil and back-up
generators. We have from time to time been responsible for
investigating and remediating contamination at some of our
facilities, such as contamination that has been discovered
when we have removed underground storage tanks, and we
could be held responsible for any contamination resulting
from the disposal of wastes that we generate, including at
locations where such wastes have been sent for disposal. In
some cases, we may be entitled to indemnification from the
party that caused the contamination, or pursuant to our
management or franchise agreements, but there can be no
assurance that we would be able to recover all or any costs
we incur in addressing such problems. From time to time,
we may also be required to manage, abate, remove or contain
mold, lead, asbestos-containing materials, radon gas or other
hazardous conditions found in or on our properties. We have
implemented an on-going operations and maintenance plan
at each of our owned and operated properties that seeks to
identify and remediate these conditions as appropriate.
Although we have incurred, and expect that we will continue
to incur, costs relating to the investigation, identification and
remediation of hazardous materials known or discovered to
exist at our properties, those costs have not had, and are not
expected to have, a material adverse effect on our financial
condition, results of operations or cash flow.
INSURANCE
We maintain insurance coverage for general liability, property
including business interruption, terrorism, workers’ compen-
sation and other risks with respect to our business for all of
our owned hotels. Most of our insurance policies are written
with self-insured retentions or deductibles that are common
in the insurance market for similar risks. These policies provide
coverage for claim amounts that exceed our self-insured
retentions or deductibles. Our insurance provides coverage
related to any claims or losses arising out of the design,
development and operation of our hotels.
U.S. hotels that we manage are permitted to participate
in our insurance programs by mutual agreement with our
hotel owners or, if not participating, must purchase insurance
programs consistent with our requirements. U.S. franchised
hotels are not permitted to participate in our insurance
programs but rather must purchase insurance programs
consistent with our requirements. Non-U.S. managed and
franchised hotels are required to participate in certain of our
insurance programs. All other insurance programs purchased
by hotel owners must meet our requirements. In addition, our
management and franchise agreements typically include
provisions requiring the owner of the hotel property to indemnify
us against losses arising from the design, development and
operation of our hotels.
HISTORY
Hilton Worldwide Holdings Inc. was incorporated in Delaware
in March 2010. In 1919, our founder Conrad Hilton purchased
his first hotel in Cisco, Texas. Through our predecessors, we
commenced operations in 1946 when our subsidiary Hilton
Hotels Corporation, later renamed Hilton Worldwide, Inc.,
was incorporated in Delaware.
EMPLOYEES
As of December 31, 2013, approximately 152,000 people were
employed at our managed, owned, leased, timeshare and
corporate locations. There were an additional estimated
162,000 individuals working at our franchised locations that
we do not employ or supervise.
As of December 31, 2013, approximately 26 percent of our
employees globally (or 29 percent of our employees in the U.S.)
were covered by various collective bargaining agreements
generally addressing pay rates, working hours, other terms
and conditions of employment, certain employee benefits
and orderly settlement of labor disputes.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements
and other information with the Securities and Exchange
Commission (“SEC”). Our SEC filings are available to the
public over the internet at the SEC’s website at http://www.
sec.gov. Our SEC filings are also available on our website at
http://www.hiltonworldwide.com as soon as reasonably
practicable after they are filed with or furnished to the SEC.
You may also read and copy any filed document at the SEC’s
public reference room in Washington, D.C. at 100 F Street, N.E.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-
0330 for further information about public reference rooms.
We maintain an internet site at http://www.hiltonworldwide.
com. Our website and the information contained on or
connected to that site are not incorporated into this Annual
Report on Form 10-K.
ITEM 1A. RISK FACTORS
In addition to the other information in this Annual Report on
Form 10-K, the following risk factors should be considered carefully
in evaluating our company and our business.
RISKS RELATING TO OUR BUSINESS
AND INDUSTRY
We are subject to the business, financial and operating
risks inherent to the hospitality industry, any of which could
reduce our revenues and limit opportunities for growth.
Our business is subject to a number of business, financial and
operating risks inherent to the hospitality industry, including:
• significant competition from multiple hospitality providers
in all parts of the world;
• changes in operating costs, including energy, food,
compensation, benefits and insurance;
• increases in costs due to inflation that may not be fully
offset by price and fee increases in our business;
• changes in tax and governmental regulations that influ-
ence or set wages, prices, interest rates or construction
and maintenance procedures and costs;
• the costs and administrative burdens associated with
complying with applicable laws and regulations;
• the costs or desirability of complying with local practices
and customs;
• significant increases in cost for health care coverage for
employees and potential government regulation with
respect to health care coverage;
• shortages of labor or labor disruptions;
Hilton Worldwide 2013
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11
• the availability and cost of capital necessary for us and
third-party hotel owners to fund investments, capital
expenditures and service debt obligations;
• delays in or cancellations of planned or future develop-
ment or refurbishment projects, which in the case of our
managed and franchised hotels and timeshare properties
controlled by homeowner associations are generally not
within our control;
• the quality of services provided by franchisees;
• the financial condition of third-party property owners,
developers and joint venture partners;
• relationships with third-party property owners, develop-
ers and joint venture partners, including the risk that
owners may terminate our management, franchise or
joint venture agreements;
• changes in desirability of geographic regions of the
hotels or timeshare resorts in our business, geographic
concentration of our operations and customers and
shortages of desirable locations for development;
• changes in the supply and demand for hotel services
(including rooms, food and beverage and other products
and services) and vacation ownership services
and products;
• the ability of third-party internet and other travel inter-
mediaries to attract and retain customers; and
• decreases in the frequency of business travel that may
result from alternatives to in-person meetings, including
virtual meetings hosted online or over private telecon-
ferencing networks.
Any of these factors could increase our costs or limit or
reduce the prices we are able to charge for hospitality ser-
vices and timeshare products, or otherwise affect our ability
to maintain existing properties or develop new properties.
As a result, any of these factors can reduce our revenues and
limit opportunities for growth.
Macroeconomic and other factors beyond our control
can adversely affect and reduce demand for our products
and services.
Macroeconomic and other factors beyond our control can
reduce demand for hospitality products and services, including
demand for rooms at properties that we manage, franchise,
own, lease or develop, as well as demand for timeshare
properties. These factors include, but are not limited to:
• changes in general economic conditions, including low
consumer confidence, unemployment levels and depressed
real estate prices resulting from the severity and duration of
any downturn in the U.S. or global economy;
• war, political conditions or civil unrest, terrorist activities
or threats and heightened travel security measures
instituted in response to these events;
• decreased corporate or government travel-related budgets
and spending, as well as cancellations, deferrals or renego-
tiations of group business such as industry conventions;
• statements, actions, or interventions by governmental
officials related to travel and corporate travel-related
activities and the resulting negative public perception of
such travel and activities;
• the financial and general business condition of the airline,
automotive and other transportation-related industries
and its effect on travel, including decreased airline
capacity and routes;
• conditions which negatively shape public perception of
travel, including travel-related accidents and outbreaks
of pandemic or contagious diseases, such as avian flu,
severe acute respiratory syndrome (SARS) and H1N1
(swine flu);
• cyber-attacks;
• climate change or availability of natural resources;
• natural or man-made disasters, such as earthquakes,
tsunamis, tornadoes, hurricanes, typhoons, floods,
volcanic eruptions, oil spills and nuclear incidents;
• changes in the desirability of particular locations or travel
patterns of customers;
• cyclical over-building in the hotel and timeshare
industries; and
• organized labor activities, which could cause a diversion
of business from hotels involved in labor negotiations and
loss of business for our hotels generally as a result of certain
labor tactics.
Any one or more of these factors could limit or reduce overall
demand for our products and services or could negatively
affect our revenue sources, which could adversely affect our
business, financial condition and results of operations.
Contraction in the global economy or low levels of economic
growth could adversely affect our revenues and profitability
as well as limit or slow our future growth.
Consumer demand for our services is closely linked to
the performance of the general economy and is sensitive
to business and personal discretionary spending levels.
Decreased global or regional demand for hospitality products
and services can be especially pronounced during periods
of economic contraction or low levels of economic growth,
and the recovery period in our industry may lag overall
economic improvement. Declines in demand for our
products and services due to general economic conditions
could negatively affect our business by decreasing the
revenues and profitability of our owned properties, limiting
the amount of fee revenues we are able to generate from
our managed and franchised properties, and reducing overall
demand for timeshare intervals. In addition, many of the
expenses associated with our business, including personnel
costs, interest, rent, property taxes, insurance and utilities,
are relatively fixed. During a period of overall economic
weakness, if we are unable to meaningfully decrease these
costs as demand for our hotels and timeshare properties
decreases, our business operations and financial performance
may be adversely affected.
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The hospitality industry is subject to seasonal and cyclical
volatility, which may contribute to fluctuations in our results
of operations and financial condition.
The hospitality industry is seasonal in nature. The periods
during which our lodging properties experience higher reve-
nues vary from property to property, depending principally
upon location and the customer base served. We generally
expect our revenues to be lower in the first quarter of each
year than in each of the three subsequent quarters with the
fourth quarter generally being the highest. In addition, the
hospitality industry is cyclical and demand generally follows,
on a lagged basis, the general economy. The seasonality and
cyclicality of our industry may contribute to fluctuations in
our results of operations and financial condition.
Because we operate in a highly competitive industry,
our revenues or profits could be harmed if we are unable
to compete effectively.
The segments of the hospitality industry in which we
operate are subject to intense competition. Our principal
competitors are other operators of luxury, full-service and
focused-service and timeshare properties, including other
major hospitality chains with well-established and recog-
nized brands. We also compete against smaller hotel chains,
independent and local hotel owners and operators and
independent timeshare operators. If we are unable to
compete successfully, our revenues or profits may decline.
Competition for hotel guests
We face competition for individual guests, group reservations
and conference business. We compete for these customers
based primarily on brand name recognition and reputation,
as well as location, room rates, property size and availability
of rooms and conference space, quality of the accommoda-
tions, customer satisfaction, amenities and the ability to earn
and redeem loyalty program points. Our competitors may
have greater financial and marketing resources and more
efficient technology platforms, which could allow them
to improve their properties and expand and improve their
marketing efforts in ways that could affect our ability to
compete for guests effectively.
Competition for management and franchise agreements
We compete to enter into management and franchise
agreements. Our ability to compete effectively is based pri-
marily on the value and quality of our management services,
brand name recognition and reputation, our ability and
willingness to invest capital, availability of suitable properties
in certain geographic areas, and the overall economic terms
of our agreements and the economic advantages to the
property owner of retaining our management services and
using our brands. If the properties that we manage or franchise
perform less successfully than those of our competitors, if
we are unable to offer terms as favorable as those offered
by our competitors, or if the availability of suitable properties
is limited, our ability to compete effectively for new
management or franchise agreements could be reduced.
Competition for sales of timeshare properties
We compete with other timeshare operators for sales
of timeshare intervals based principally on location, quality of
accommodations, price, financing terms, quality of service,
terms of property use, opportunity for timeshare owners to
exchange into time at other timeshare properties or other travel
rewards as well as brand name recognition and reputation.
Our ability to attract and retain purchasers of timeshare inter-
vals depends on our success in distinguishing the quality and
value of our timeshare offerings from those offered by others.
If we are unable to do so, our ability to compete effectively
for sales of timeshare intervals could be adversely affected.
Any deterioration in the quality or reputation of our brands
could have an adverse effect on our reputation, business,
financial condition or results of operations.
Our brands and our reputation are among our most important
assets. Our ability to attract and retain guests depends, in
part, on the public recognition of our brands and their
associated reputation. In addition, the success of our hotel
owners’ businesses and their ability to make payments to
us may indirectly depend on the strength and reputation of
our brands. Such dependence makes our business susceptible
to risks regarding brand obsolescence and to reputational
damage. If our brands become obsolete or are viewed as
unfashionable or lacking in consistency and quality, we may
be unable to attract guests to our hotels, and further we
may be unable to attract or retain our hotel owners.
In addition, many factors can negatively affect the reputation
of any individual brand, or the overall brand of our company.
Changes in ownership or management practices, the occurrence
of accidents or injuries, natural disasters, crime, individual guest
notoriety or similar events can have a substantial negative
effect on our reputation, create adverse publicity and cause a
loss of consumer confidence in our business. Because of the
global nature of our brands and the broad expanse of our
business and hotel locations, events occurring in one location
could have a resulting negative effect on the reputation and
operations of otherwise successful individual locations. In
addition, the considerable expansion in the use of social media
over recent years has compounded the potential scope of the
negative publicity that could be generated by such incidents.
We could also face legal claims related to these events, along
with adverse publicity resulting from such litigation. If the
perceived quality of our brands declines, or if our reputation
is damaged, our business, financial condition or results of
operations could be adversely affected.
If we are unable to maintain good relationships with
third-party hotel owners and renew or enter into new
management and franchise agreements, we may be
unable to expand our presence and our business,
financial condition and results of operations may suffer.
Our management and franchise business depends on our
ability to establish and maintain long-term, positive relation-
ships with third-party property owners and on our ability to
renew existing, and enter into new, management and franchise
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13
agreements. The management and franchise contracts we
enter into with third-party owners are typically long-term
arrangements, but may allow the hotel owner to terminate
the agreement under certain circumstances, including in certain
cases, the failure to meet certain financial or performance
criteria. Our ability to meet these financial and performance
criteria is subject to, among other things, risks common to the
overall hotel industry, including factors outside of our control.
In addition, any negative management and franchise pricing
trends could adversely affect our ability to negotiate with hotel
owners. If we fail to maintain and renew existing management
and franchise agreements, and enter into new agreements on
favorable terms, we may be unable to expand our presence
and our business, financial condition and results of operations
may suffer.
Our management and franchise business is subject to real
estate investment risks for third-party owners that could
adversely affect our operational results and our prospects
for growth.
The ability to grow our management and franchise business
is subject to the range of risks associated with real estate
investments. Our ability to sustain continued growth through
management and franchise agreements for new hotels and
the conversion of existing facilities to managed or franchised
branded hotels is affected, and may potentially be limited,
by a variety of factors influencing real estate development
generally. These include site availability, the availability of
financing, planning, zoning and other local approvals. Other
limitations that may be imposed by market factors include
projected room occupancy, changes in growth in demand
compared to projected supply, geographic area restrictions in
management and franchise agreements, costs of construction
and anticipated room rate structure. Any inability by us or
our third-party owners to manage these factors effectively
could adversely affect our operational results and our prospects
for growth.
If our third-party property owners are unable to repay
or refinance loans secured by the mortgaged properties,
or to obtain financing adequate to fund current operations
or growth plans, our revenues, profits and capital resources
could be reduced and our business could be harmed.
Many of the properties owned by our third-party property
owners are pledged as collateral for mortgage loans entered
into when such properties were purchased or refinanced by
them. If our third-party property owners are unable to repay
or refinance maturing indebtedness on favorable terms or at
all, their lenders could declare a default, accelerate the related
debt and repossess the property. Any such repossessions
could result in the termination of our management and
franchise agreements or eliminate revenues and cash flows
from such property, which could negatively affect our business
and results of operations. In addition, the owners of managed
and franchised hotels depend on financing to buy, develop
and improve hotels and in some cases, fund operations during
down cycles. Our hotel owners’ inability to obtain adequate
funding could materially adversely affect the maintenance
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Hilton Worldwide 2013
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and improvement plans with respect to existing hotels,
as well as result in the delay or stoppage of the development
of our existing pipeline.
If third-party property owners fail to make investments
necessary to maintain or improve their properties,
guest preference for Hilton brands and reputation and
performance results could suffer.
Substantially all of our management and franchise agreements
require third-party property owners to comply with standards
that are essential to maintaining the quality and reputation
of our branded hotel properties. This includes requirements
related to the physical condition, safety standards and
appearance of the properties as well as the service levels
provided by employees. These standards may evolve with
customer preference, or we may introduce new requirements
and team members over time. If our property owners fail to
make investments necessary to maintain or improve the
properties in accordance with such standards, guest preference
for our brands could diminish, and this could result in an adverse
effect on our results of operations. In addition, if third-party
property owners fail to observe standards and meet their
contractual requirements, we may elect to exercise our termi-
nation rights, which would eliminate revenues from these
properties and cause us to incur expenses related to termi-
nating these relationships. We may be unable to find suitable
or offsetting replacements for any terminated relationships.
Contractual and other disagreements with third-party
property owners could make us liable to them or result
in litigation costs or other expenses.
Our management and franchise agreements require us and
our hotel owners to comply with operational and performance
conditions that are subject to interpretation and could result
in disagreements. At any given time, we may be in disputes
with one or more of our hotel owners. Any such dispute could
be very expensive for us, even if the outcome is ultimately in
our favor. We cannot predict the outcome of any arbitration
or litigation, the effect of any negative judgment against us or
the amount of any settlement that we may enter into with
any third-party. An adverse result in any of these proceedings
could materially adversely affect our results of operations.
Furthermore, specific to our industry, some courts have applied
principles of agency law and related fiduciary standards to
managers of third-party hotel properties, which means that
property owners may assert the right to terminate agreements
even where the agreements do not expressly provide for
termination. In the event of any such termination, our fees
from such properties would be eliminated, and accordingly
may negatively affect our results of operations.
We are exposed to the risks resulting from significant
investments in owned and leased real estate, which
could increase our costs, reduce our profits and limit
our ability to respond to market conditions.
We own or lease a substantial amount of real property as
one of our three business segments. Real estate ownership
and leasing is subject to various risks that may or may not be
applicable to managed or franchised properties, including:
• governmental regulations relating to real estate
ownership or operations, including tax, environmental,
zoning and eminent domain laws;
• changes in market conditions or the area in which real
estate is located losing value;
• differences in potential civil liability between owners and
operators for accidents or other occurrences on owned
or leased properties;
• the ongoing need for owner-funded capital improvements
and expenditures to maintain or upgrade properties;
• periodic total or partial closures due to renovations and
facility improvements;
• risks associated with mortgage debt, including the
possibility of default, fluctuating interest rate levels and
uncertainties in the availability of replacement financing;
• fluctuations in real estate values or potential impairments
in the value of our assets; and
• the relative illiquidity of real estate compared to some
other assets.
The negative effect on profitability and cash flow from
declines in revenues is more pronounced in owned properties
because we, as the owner, bear the risk of their high fixed-cost
structure. Further, during times of economic distress, declining
demand and declining earnings often result in declining asset
values, and we may not be able to sell properties on favorable
terms or at all. Accordingly, we may not be able to adjust our
owned property portfolio promptly in response to changes
in economic or other conditions.
Our efforts to develop, redevelop or renovate our owned
and leased properties could be delayed or become more
expensive, which could reduce revenues or impair our
ability to compete effectively.
Certain of our owned and leased properties were constructed
more than a century ago. The condition of aging properties
could negatively affect our ability to attract guests or result
in higher operating and capital costs, either of which could
reduce revenues or profits from these properties. While we
have budgeted for replacements and repairs to furniture,
fixtures and hotel equipment at our properties there can be
no assurance that these replacements and repairs will occur,
or even if completed, will result in improved performance.
In addition, these efforts are subject to a number of
risks, including:
• construction delays or cost overruns (including labor and
materials) that may increase project costs;
• obtaining zoning, occupancy and other required permits
or authorizations;
• changes in economic conditions that may result in
weakened or lack of demand or negative project returns;
• governmental restrictions on the size or kind of
development;
• volatility in the debt and capital markets that may limit
our ability to raise capital for projects or improvements;
• lack of availability of rooms or meeting spaces for revenue-
generating activities during construction, modernization
or renovation projects;
• force majeure events, including earthquakes, tornadoes,
hurricanes, floods or tsunamis; and
• design defects that could increase costs.
If our properties are not updated to meet guest preferences,
if properties under development or renovation are delayed in
opening as scheduled, or if renovation investments adversely
affect or fail to improve performance, our operations and
financial results could be negatively affected.
Our properties may not be permitted to be rebuilt
if destroyed.
Certain of our properties may qualify as legally-permissible
nonconforming uses and improvements, including certain of
our iconic and most profitable properties. If a substantial
portion of any such properties were to be destroyed by fire
or other casualty, we might not be permitted to rebuild that
property as it now exists, regardless of the availability of
insurance proceeds. Any loss of this nature, whether insured
or not, could materially adversely affect our results of
operations and prospects.
We share control in joint venture projects, which limits
our ability to manage third-party risks associated with
these projects.
Joint venturers often have shared control over the operation
of our joint venture assets. In most cases, we are minority
participants and do not control the decisions of the ventures.
Therefore, joint venture investments may involve risks such
as the possibility that a co-venturer in an investment might
become bankrupt, be unable to meet its capital contribution
obligations, have economic or business interests or goals that
are inconsistent with our business interests or goals, or take
actions that are contrary to our instructions or to applicable
laws and regulations. In addition, we may be unable to take
action without the approval of our joint venture partners, or
our joint venture partners could take actions binding on the
joint venture without our consent. Consequently, actions by
a co-venturer or other third-party could expose us to claims
for damages, financial penalties and reputational harm,
any of which could have an adverse effect on our business
and operations. In addition, we may agree to guarantee
indebtedness incurred by a joint venture or co-venturer or
provide standard indemnifications to lenders for loss liability
or damage occurring as a result of our actions or actions
of the joint venture or other co-venturers. Such a guarantee
or indemnity may be on a joint and several basis with a
co-venturer, in which case we may be liable in the event
such co-venturer defaults on its guarantee obligation. The
non-performance of such obligations may cause losses to
us in excess of the capital we initially may have invested
or committed under such obligations.
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15
Preparing our financial statements requires us to have access
to information regarding the results of operations, financial
position and cash flows of our joint ventures. Any deficiencies
in our joint ventures’ internal controls over financial reporting
may affect our ability to report our financial results accurately
or prevent or detect fraud. Such deficiencies also could result
in restatements of, or other adjustments to, our previously
reported or announced operating results, which could dimin-
ish investor confidence and reduce the market price for our
shares. Additionally, if our joint ventures are unable to provide
this information for any meaningful period or fail to meet
expected deadlines, we may be unable to satisfy our financial
reporting obligations or timely file our periodic reports.
Although our joint ventures may generate positive cash flow,
in some cases they may be unable to distribute that cash to
the joint venture partners. Additionally, in some cases our joint
venture partners control distributions and may choose to leave
capital in the joint venture rather than distribute it. Because
our ability to generate liquidity from our joint ventures depends
in part on their ability to distribute capital to us, our failure to
receive distributions from our joint venture partners could
reduce our return on these investments.
The timeshare business is subject to extensive regulation
and failure to comply with such regulation may have an
adverse effect on our business.
We develop, manage, market and sell timeshare intervals.
Certain of these activities are subject to extensive state
regulation in both the state in which the timeshare property
is located and the states in which the timeshare property is
marketed and sold. Federal regulation of certain marketing
practices also applies. In addition, we provide financing to
some purchasers of timeshare intervals and we also service
the resulting loans. This practice subjects us to various federal
and state regulations, including those which require disclosure
to borrowers regarding the terms of their loans as well as
settlement, servicing and collection of loans. If we fail to
comply with applicable federal, state, and local laws in con-
nection with our timeshare business, we may not be able to
offer timeshare intervals or associated financing in certain
areas, and as a result, the timeshare business could suffer a
decline in revenues.
A decline in timeshare interval inventory or our failure to
enter into and maintain timeshare management agreements
may have an adverse effect on our business or results
of operations.
In addition to timeshare interval inventory from our owned
timeshare properties, we source inventory through sales and
marketing agreements with third-party developers. If we fail
to develop timeshare properties or are unsuccessful in
entering into new agreements with third-party developers,
we may experience a decline in timeshare interval inventory
available to be sold by us, which could result in a decrease in
our revenues. In addition, a decline in timeshare interval
inventory could result in both a decrease of financing
revenues that are generated from purchasers of timeshare
16
Hilton Worldwide 2013
Annual Report
intervals and fee revenues that are generated by providing
management services to the timeshare properties.
If purchasers default on the loans that we provide to
finance their purchases of timeshare intervals, the revenues
and profits that we derive from the timeshare business
could be reduced.
Providing secured financing to some purchasers of timeshare
intervals subjects us to the risk of purchaser default. As of
December 31, 2013, we had approximately $994 million of
timeshare financing receivables outstanding. If a purchaser
defaults under the financing that we provide, we could be
forced to write off the loan and reclaim ownership of the
timeshare interval through foreclosure or deed in lieu of
foreclosure. If the timeshare interval has declined in value,
we may incur impairment losses that reduce our profits. In
addition, we may be unable to resell the property in a timely
manner or at the same price, or at all. Also, if a purchaser
of a timeshare interval defaults on the related loan during
the early part of the amortization period, we may not have
recovered the marketing, selling and general and administra-
tive costs associated with the sale of that timeshare interval.
If we are unable to recover any of the principal amount of
the loan from a defaulting purchaser, or if the allowances
for losses from such defaults are inadequate, the revenues
and profits that we derive from the timeshare business
could be reduced.
Some of our existing development pipeline may not be
developed into new hotels, which could materially
adversely affect our growth prospects.
As of December 31, 2013, we had a total of 1,123 hotels in
our development pipeline, which we define as hotels under
construction or approved for development under one of our
brands. The commitments of owners and developers with
whom we have agreements are subject to numerous condi-
tions, and the eventual development and construction of our
pipeline not currently under construction is subject to numerous
risks, including, in certain cases, obtaining governmental and
regulatory approvals and adequate financing. As a result, our
entire development pipeline may not develop into new hotels.
New hotel brands or non-hotel branded concepts that we
launch in the future may not be as successful as we anticipate,
which could have a material adverse effect on our business,
financial condition or results of operations.
We have launched several new brand concepts over the last
few years. We opened our first Home2 Suites by Hilton hotel
in 2011, launched the eforea: spa at Hilton brand in 2010 and
opened the first Herb N’ Kitchen Restaurant in 2013. We may
continue to build our portfolio of branded hotel products
and non-hotel branded concepts by launching new hotel
and non-hotel brands in the future. In addition, the Hilton
Garden Inn, DoubleTree by Hilton and Hampton by Hilton
brands have been expanding into new jurisdictions outside
the United States in recent years. We may continue to expand
existing brands into new international markets. New hotel
products or concepts or brand expansions may not be accepted
by hotel owners, franchisees or customers and we cannot
guarantee the level of acceptance any new brands will have
in the development and consumer marketplaces. If new
branded hotel products, non-hotel branded concepts or brand
expansions are not as successful as we anticipate, we may
not recover the costs we incurred in developing or expanding
such brands and this could have a material adverse effect on
our business, financial condition or results of operations.
Failures in, material damage to, or interruptions in our
information technology systems, software or websites and
difficulties in updating our existing software or developing
or implementing new software could have a material
adverse effect on our business or results of operations.
We depend heavily upon our information technology systems
in the conduct of our business. We own and license or otherwise
contract for sophisticated technology and systems for property
management, procurement, reservations and the operation of
the Hilton HHonors customer loyalty program. Such systems
are subject to, among other things, damage or interruption from
power outages, computer and telecommunications failures,
computer viruses and natural and man-made disasters. In
addition, substantially all of our data center operations are
currently located in a single facility, and any loss or damage to
the facility could result in operational disruption and data loss.
Damage or interruption to our information systems may require
a significant investment to update, remediate or replace with
alternate systems, and we may suffer interruptions in our
operations as a result. In addition, costs and potential problems
and interruptions associated with the implementation of new
or upgraded systems and technology or with maintenance
or adequate support of existing systems could also disrupt or
reduce the efficiency of our operations. Any material inter-
ruptions or failures in our systems, including those that may
result from our failure to adequately develop, implement and
maintain a robust disaster recovery plan and backup systems
could severely affect our ability to conduct normal business
operations and, as a result, have a material adverse effect on
our business operations and financial performance.
We rely on third parties for the performance of a significant
portion of our information technology functions worldwide
and the provision of information technology and business
process services. In particular, our reservation system relies
on data communications networks operated by unaffiliated
third parties. The success of our business depends in part on
maintaining our relationships with these third parties and
their continuing ability to perform these functions and services
in a timely and satisfactory manner. If we experience a loss
or disruption in the provision of any of these functions or
services, or they are not performed in a satisfactory manner,
we may have difficulty in finding alternate providers on
terms favorable to us, in a timely manner or at all, and our
business could be adversely affected.
We rely on certain software vendors to maintain and
periodically upgrade many of these systems so that they can
continue to support our business. The software programs
supporting many of our systems were licensed to us by
independent software developers. The inability of these
developers or us to continue to maintain and upgrade
these information systems and software programs would
disrupt or reduce the efficiency of our operations if we
were unable to convert to alternate systems in an efficient
and timely manner.
We are vulnerable to various risks and uncertainties
asso ciated with our websites and mobile applications,
including changes in required technology interfaces, website
and mobile application downtime and other technical failures,
costs and issues as we upgrade our website software and
mobile applications. Additional risks include computer
viruses, changes in applicable federal and state regulation,
security breaches, legal claims related to our website
operations and e-commerce fulfillment and other consumer
privacy concerns. Our failure to successfully respond to these
risks and uncertainties could reduce website and mobile
application sales and have a material adverse effect on our
business or results of operations.
Cyber-attacks could have a disruptive effect on our business.
From time to time we and third parties who serve us
experience cyber-attacks, attempted breaches of our or their
information technology systems and networks or similar
events, which could result in a loss of sensitive business or
customer information, systems interruption or the disruption
of our operations. For example, in 2011 we were notified by
Epsilon, our database marketing vendor, that we were
among a group of companies served by Epsilon that were
affected by a data breach that resulted in an unauthorized
third party gaining access to Epsilon’s files that included
names and e-mails of certain of our customers.
Even if we are fully compliant with legal standards and
contractual requirements, we still may not be able to prevent
security breaches involving sensitive data. The sophistication
of efforts by hackers to gain unauthorized access to infor-
mation systems has increased in recent years. Any breach,
theft, loss, or fraudulent use of customer, employee or
company data could cause consumers to lose confidence in
the security of our websites, mobile applications and other
information technology systems and choose not to purchase
from us. Any such security breach could expose us to risks
of data loss, business disruption, litigation and other liability,
any of which could adversely affect our business.
We may be exposed to risks and costs associated
with protecting the integrity and security of our guests’
personal information.
We are subject to various risks associated with the collection,
handling, storage and transmission of sensitive information,
including risks related to compliance with U.S. and foreign
data collection and privacy laws and other contractual obli-
gations, as well as the risk that our systems collecting such
information could be compromised. In the course of doing
business, we collect large volumes of internal and customer
Hilton Worldwide 2013
Annual Report
17
data, including credit card numbers and other personally
identifiable information for various business purposes,
including managing our workforce, providing requested
products and services, and maintaining guest preferences to
enhance customer service and for marketing and promotion
purposes. Our various information technology systems
enter, process, summarize and report such data. If we fail to
maintain compliance with the various U.S. and foreign data
collection and privacy laws or with credit card industry
standards or other applicable data security standards, we
could be exposed to fines, penalties, restrictions, litigation or
other expenses, and our business could be adversely affected.
In addition, states and the federal government have recently
enacted additional laws and regulations to protect consum-
ers against identity theft. These laws and similar laws in
other jurisdictions have increased the costs of doing business
and, if we fail to implement appropriate safeguards or we fail
to detect and provide prompt notice of unauthorized access
as required by some of these laws, we could be subject to
potential claims for damages and other remedies. If we were
required to pay any significant amounts in satisfaction of
claims under these laws, or if we were forced to cease our
business operations for any length of time as a result of
our inability to comply fully with any such law, our business,
operating results and financial condition could be
adversely affected.
We may seek to expand through acquisitions of and
investments in other businesses and properties, or through
alliances, and we may also seek to divest some of our
properties and other assets. These acquisition and
disposition activities may be unsuccessful or divert
management’s attention.
We may consider strategic and complementary acquisitions of
and investments in other hotel or hospitality brands, businesses,
properties or other assets. Furthermore, we may pursue these
opportunities in alliance with existing or prospective owners
of managed or franchised properties. In many cases, we will
be competing for these opportunities with third parties that
may have substantially greater financial resources than us.
Acquisitions or investments in brands, businesses, properties
or assets as well as these alliances are subject to risks that
could affect our business, including risks related to:
• issuing shares of stock that could dilute the interests
of our existing stockholders;
• spending cash and incurring debt;
• assuming contingent liabilities; or
• creating additional expenses.
We may not be able to identify opportunities or complete
transactions on commercially reasonable terms or at all or we
may not actually realize any anticipated benefits from such
acquisitions, investments or alliances. Similarly, we may not
be able to obtain financing for acquisitions or investments on
attractive terms or at all, or the ability to obtain financing
may not be restricted by the terms of our indebtedness.
18
Hilton Worldwide 2013
Annual Report
In addition, the success of any acquisitions or investments
also will depend, in part, on our ability to integrate the
acquisition or investment with our existing operations.
We may also divest certain properties or assets, and any such
divestments may yield lower than expected returns. In some
circumstances, sales of properties or other assets may result
in losses. Upon a sale of properties or assets, we may become
subject to contractual indemnity obligations, incur material
tax liabilities or, as a result of required debt repayment, face
a shortage of liquidity. Finally, any acquisitions, investments
or dispositions could demand significant attention from
management that would otherwise be available for business
operations, which could harm our business.
Failure to keep pace with developments in technology could
adversely affect our operations or competitive position.
The hospitality industry demands the use of sophisticated
technology and systems for property management, brand
assurance and compliance, procurement, reservation systems,
operation of our customer loyalty programs, distribution of
hotel resources to current and future customers and guest
amenities. These technologies may require refinements and
upgrades. The development and maintenance of these tech-
nologies may require significant investment by us. As various
systems and technologies become outdated or new technology
is required, we may not be able to replace or introduce
them as quickly as needed or in a cost-effective and timely
manner. We may not achieve the benefits we may have
been anticipating from any new technology or system.
Failure to comply with marketing and advertising laws,
including with regard to direct marketing, could result in
fines or place restrictions on our business.
We rely on a variety of direct marketing techniques, including
telemarketing, email marketing and postal mailings, and we
are subject to various laws and regulations in the U.S. and
internationally which govern marketing and advertising
practices. Any further restrictions in laws, such as the Telephone
Consumer Protection Act of 1991, the Telemarketing Sales
Rule, CAN-SPAM Act of 2003, and various U.S. state laws,
new laws, or international data protection laws, such as
the EU member states’ implementation of proposed privacy
regulation, that govern these activities could adversely
affect current or planned marketing activities and cause us
to change our marketing strategy. If this occurs, we may not
be able to develop adequate alternative marketing strategies,
which could affect our ability to maintain relationships with
our customers and acquire new customers. We also obtain
access to names of potential customers from travel service
providers or other companies and we market to some indi-
viduals on these lists directly or through other companies’
marketing materials. If access to these lists was prohibited or
otherwise restricted, our ability to develop new customers
and introduce them to products could be impaired.
The growth of internet reservation channels could
adversely affect our business and profitability.
A significant percentage of hotel rooms for individual guests
is booked through internet travel intermediaries. We contract
with such intermediaries and pay them various commissions
and transaction fees for sales of our rooms through their
systems. If such bookings increase, these intermediaries may
be able to obtain higher commissions, reduced room rates or
other significant concessions from us or our franchisees.
Although we have established agreements with many of
these intermediaries that limit transaction fees for hotels,
there can be no assurance that we will be able to renegotiate
these agreements upon their expiration with terms as favorable
as the provisions that existed before the expiration, replacement
or renegotiation. Moreover, hospitality intermediaries generally
employ aggressive marketing strategies, including expending
significant resources for online and television advertising
campaigns to drive consumers to their websites. As a result,
consumers may develop brand loyalties to the intermediaries’
offered brands, websites and reservations systems rather than
to the Hilton brands and systems. If this happens, our business
and profitability may be significantly affected as shifting
customer loyalties divert bookings away from our websites.
In addition, in general, internet travel intermediaries have
traditionally competed to attract individual consumers or
“transient” business rather than group and convention
business. However, hospitality intermediaries have recently
grown their business to include marketing to large group
and convention business. If that growth continues, it could
both divert group and convention business away from our
hotels, and it could also increase our cost of sales for group
and convention business.
Recent class action litigation against several online travel
intermediaries and lodging companies, including Hilton,
challenges the legality under certain antitrust laws of certain
provisions in contracts and alleged practices with third-party
intermediaries. While we are vigorously defending the
litigation, and believe the contract provisions are lawful,
the courts will ultimately determine this issue. Our fees and
expenses associated with this litigation, even if we ultimately
prevail, could be material. Any adverse outcome could require
us to alter our business arrangements with these intermediaries,
and consequently could have a negative effect on our financial
condition and results of operations.
Our reservation system is an important component of our
business operations and a disruption to its functioning could
have an adverse effect on our performance and results.
We manage a global reservation system that communicates
reservations to our branded hotels when made by individuals
directly, either online or by telephone to our call centers, or
through intermediaries like travel agents, internet travel web
sites and other distribution channels. The cost, speed, efficacy
and efficiency of the reservation system are important aspects
of our business and are important considerations of hotel
owners in choosing to affiliate with our brands. Any failure
to maintain or upgrade, and any other disruption to our
reservation system may adversely affect our business.
The cessation, reduction or taxation of program benefits of
our Hilton HHonors loyalty program could adversely affect
the Hilton brands and guest loyalty.
We manage the Hilton HHonors guest loyalty and rewards
program for the Hilton brands. Program members accu-
mulate points based on eligible stays and hotel charges and
redeem the points for a range of benefits including free
rooms and other items of value. The program is an important
aspect of our business and of the affiliation value for hotel
owners under management and franchise agreements.
System hotels (including, without limitation, third-party
hotels under management and franchise arrangements)
contribute a percentage of the guest’s charges to the pro-
gram for each stay of a program member. In addition to the
accumulation of points for future hotels stays at our brands,
Hilton HHonors arranges with third-party service providers
such as airlines and rail companies to exchange monetary
value represented by points for program awards. Currently,
the program benefits are not taxed as income to members.
If the program awards and benefits are materially altered,
curtailed or taxed such that a material number of HHonors
members choose to no longer participate in the program,
this could adversely affect our business.
Because we derive a portion of our revenues from
operations outside the United States, the risks of doing
business internationally could lower our revenues, increase
our costs, reduce our profits or disrupt our business.
We currently manage, franchise, own or lease hotels and resorts
in 91 countries around the world. Our operations outside the
United States represented approximately 25 percent and
27 percent of our revenues for the years ended December 31,
2013 and 2012, respectively. We expect that revenues from
our international operations will continue to account for an
increasing portion of our total revenues. As a result, we are
subject to the risks of doing business outside the United
States, including:
• rapid changes in governmental, economic and political
policy, political or civil unrest, acts of terrorism or the
threat of international boycotts or U.S. anti-boycott
legislation;
• increases in anti-American sentiment and the identification
of the licensed brands as an American brand;
• recessionary trends or economic instability in international
markets;
• changes in foreign currency exchange rates or currency
restructurings and hyperinflation or deflation in the
countries in which we operate;
• the effect of disruptions caused by severe weather,
natural disasters, outbreak of disease or other events
that make travel to a particular region less attractive
or more difficult;
Hilton Worldwide 2013
Annual Report
19
• the presence and acceptance of varying levels of business
corruption in international markets and the effect of various
anti-corruption and other laws;
• the imposition of restrictions on currency conversion
or the transfer of funds or limitations on our ability to
repatriate non-U.S. earnings in a tax-efficient manner;
• the ability to comply with or effect of complying with
complex and changing laws, regulations and policies of
foreign governments that may affect investments or
operations, including foreign ownership restrictions,
import and export controls, tariffs, embargoes, increases
in taxes paid and other changes in applicable tax laws;
• uncertainties as to local laws and enforcement of con-
tract and intellectual property rights;
• forced nationalization of our properties by local, state or
national governments; and
• the difficulties involved in managing an organization
doing business in many different countries.
These factors may adversely affect the revenues from and
the market value of our properties located in international
markets. While these factors and the effect of these factors
are difficult to predict, any one or more of them could lower
our revenues, increase our costs, reduce our profits or disrupt
our business operations.
Failure to comply with laws and regulations applicable
to our international operations may increase costs, reduce
profits, limit growth or subject us to broader liability.
Our business operations in countries outside the U.S. are
subject to a number of laws and regulations, including restric-
tions imposed by the Foreign Corrupt Practices Act (“FCPA”),
as well as trade sanctions administered by the Office of
Foreign Assets Control (“OFAC”). The FCPA is intended to
prohibit bribery of foreign officials and requires companies
whose securities are listed in the U.S. to keep books and
records that accurately and fairly reflect those companies’
transactions and to devise and maintain an adequate system
of internal accounting controls. OFAC administers and
enforces economic and trade sanctions based on U.S. foreign
policy and national security goals against targeted foreign
states, organizations and individuals. We have policies in place
designed to comply with applicable sanctions, rules and regu-
lations. Given the nature of our business, it is possible that
hotels we own or manage in the countries and territories in
which we operate may provide services to persons subject to
sanctions. Where we have identified potential violations in
the past, we have taken appropriate remedial action including
filing voluntary disclosures to OFAC. In addition, some of our
operations may be subject to the laws and regulations of
non-U.S. jurisdictions, including the U.K.’s Bribery Act 2010,
which contains significant prohibitions on bribery and other
corrupt business activities, and other local anti-corruption
laws in the countries in which we conduct operations.
20
Hilton Worldwide 2013
Annual Report
If we fail to comply with these laws and regulations, we
could be exposed to claims for damages, financial penalties,
reputational harm, and incarceration of employees or
restrictions on our operation or ownership of hotels and
other properties, including the termination of management,
franchising and ownership rights. In addition, in certain cir-
cumstances, the actions of parties affiliated with us (including
our owners, joint venture partners, team members and
agents) may expose us to liability under the FCPA, U.S. sanc-
tions or other laws. These restrictions could increase costs of
operations, reduce profits or cause us to forgo development
opportunities that would otherwise support growth.
In August 2012, Congress enacted the Iran Threat Reduction
and Syria Human Rights Act of 2012 (“ITRSHRA”), which
expands the scope of U.S. sanctions against Iran and Syria.
In particular, Section 219 of the ITRSHRA amended the
Exchange Act to require companies subject to SEC reporting
obligations under Section 13 of the Exchange Act to disclose
in their periodic reports specified dealings or transactions
involving Iran or other individuals and entities targeted by
certain OFAC sanctions engaged in by the reporting com-
pany or any of its affiliates during the period covered by the
relevant periodic report. In some cases, ITRSHRA requires
companies to disclose these types of transactions even if
they would otherwise be permissible under U.S. law. These
companies are required to separately file with the SEC a
notice that such activities have been disclosed in the relevant
periodic report, and the SEC is required to post this notice of
disclosure on its website and send the report to the U.S.
President and certain U.S. Congressional committees. The
U.S. President thereafter is required to initiate an investiga-
tion and, within 180 days of initiating such an investigation
with respect to certain disclosed activities, to determine
whether sanctions should be imposed.
Under ITRSHRA, we are required to report if we or any of
our “affiliates” knowingly engaged in certain specified activi-
ties during a period covered by one of our Annual Reports
on Form 10-K or Quarterly Reports on Form 10-Q. We have
engaged in, and may in the future engage in, activities
that would require disclosure pursuant to Section 219 of
ITRSHRA, including the activities discussed in the disclosures
included on Exhibit 99.1 to this Annual Report on Form 10-K,
which disclosures are hereby incorporated by reference
herein. In addition, because the SEC defines the term “affiliate”
broadly, it includes any entity controlled by us as well as any
person or entity that controls us or is under common control
with us. Because we may be deemed to be a controlled
affiliate of Blackstone, affiliates of Blackstone may also be
considered our affiliates. Other affiliates of Blackstone have in
the past and may in the future be required to make disclosures
pursuant to ITRSHRA. Disclosure of such activities, even if
such activities are permissible under applicable law, and any
sanctions imposed on us or our affiliates as a result of these
activities could harm our reputation and brands and have a
negative impact on our results of operations.
The loss of senior executives or key field personnel, such as
general managers, could significantly harm our business.
Our ability to maintain our competitive position depends
somewhat on the efforts and abilities of our senior executives.
Finding suitable replacements for senior executives could be
difficult. Losing the services of one or more of these senior
executives could adversely affect strategic relationships,
including relationships with third-party property owners,
joint venture partners and vendors, and limit our ability to
execute our business strategies.
We also rely on the general managers at each of our managed,
owned, leased and joint venture hotels to manage daily
operations and oversee the efforts of team members. These
general managers are trained professionals in the hospitality
industry and have extensive experience in many markets
worldwide. The failure to retain, train or successfully manage
general managers for our managed, owned, leased and joint
venture hotels could negatively affect our operations.
Collective bargaining activity could disrupt our operations,
increase our labor costs or interfere with the ability of our
management to focus on executing our business strategies.
A significant number of our employees (approximately
26 percent) and employees of our hotel owners are covered
by collective bargaining agreements and similar agreements.
If relationships with our employees or employees of our hotel
owners or the unions that represent them become adverse,
the properties we manage, franchise, own or lease could
experience labor disruptions such as strikes, lockouts, boycotts
and public demonstrations. A number of our collective bar-
gaining agreements, representing approximately 17 percent
of our organized employees, have expired and are in the
process of being renegotiated, and we may be required to
negotiate additional collective bargaining agreements in the
future if more employees become unionized. Labor disputes,
which may be more likely when collective bargaining agree-
ments are being negotiated, could harm our relationship with
our employees or employees of our hotel owners, result in
increased regulatory inquiries and enforcement by govern-
mental authorities and deter guests. Further, adverse publicity
related to a labor dispute could harm our reputation and
reduce customer demand for our services. Labor reg ulation
and the negotiation of new or existing collective bargaining
agreements could lead to higher wage and benefit costs,
changes in work rules that raise operating expenses, legal
costs and limitations on our ability or the ability of our third-
party property owners to take cost saving measures during
economic downturns. We do not have the ability to control
the negotiations of collective bargaining agreements covering
unionized labor employed by many third-party property
owners. Increased unionization of our workforce, new labor
legislation or changes in regulations could disrupt our
operations, reduce our profitability, or interfere with the
ability of our management to focus on executing our
business strategies.
Labor shortages could restrict our ability to operate our
properties or grow our business or result in increased labor
costs that could adversely affect our results of operations.
Our success depends in large part on our ability to attract,
retain, train, manage, and engage employees. Our managed,
owned, leased and joint venture hotels are staffed by
approximately 152,000 team members around the world. If
we are unable to attract, retain, train, manage and engage
skilled employees, our ability to manage and staff the
managed, owned, leased and joint venture hotels could be
impaired, which could reduce customer satisfaction. In
addition, the inability of our franchisees to attract, retain,
train, manage and engage skilled employees for the fran-
chised hotels could adversely affect the reputation of our
brands. Staffing shortages in various parts of the world also
could hinder our ability to grow and expand our businesses.
Because payroll costs are a major component of the operating
expenses at our hotels and our franchised hotels, a shortage
of skilled labor could also require higher wages that would
increase labor costs, which could adversely affect our results
of operations.
Any failure to protect our trademarks and other intellectual
property could reduce the value of the Hilton brands and
harm our business.
The recognition and reputation of our brands are important
to our success. We have over 4,700 trademark registrations
in jurisdictions around the world for use in connection with
our services. At any given time, we also have a number of
pending applications to register trademarks and other intel-
lectual property in the U.S. and other jurisdictions. However,
those trademark or other intellectual property registrations
may not be granted or that the steps we take to use, control
or protect our trademarks or other intellectual property in
the U.S. and other jurisdictions may not always be adequate
to prevent third parties from copying or using the trademarks
or other intellectual property without authorization. We
may also fail to obtain and maintain trademark protection
for all of our brands in all jurisdictions. For example, in certain
jurisdictions, third parties have registered or otherwise have
the right to use certain trademarks that are the same as or
similar to our trademarks, which could prevent us from
registering trademarks and opening hotels in that jurisdiction.
Third parties may also challenge our rights to certain trade-
marks or oppose our trademark applications. Defending
against any such proceedings may be costly, and if unsuccess-
ful, could result in the loss of important intellectual property
rights. Obtaining and maintaining trademark protection for
multiple brands in multiple jurisdictions is also expensive,
and we may therefore elect not to apply for or to maintain
certain trademarks.
Our intellectual property is also vulnerable to unauthorized
copying or use in some jurisdictions outside the U.S., where
local law, or lax enforcement of law, may not provide adequate
protection. If our trademarks or other intellectual property
are improperly used, the value and reputation of the Hilton
brands could be harmed. There are times where we may
Hilton Worldwide 2013
Annual Report
21
need to resort to litigation to enforce our intellectual
property rights. Litigation of this type could be costly, force
us to divert our resources, lead to counterclaims or other
claims against us or otherwise harm our business or reputation.
In addition, we license certain of our trademarks to third
parties. For example, we grant our franchisees a right to use
certain of our trademarks in connection with their operation
of the applicable property. If a franchisee or other licensee
fails to maintain the quality of the goods and services used in
connection with the licensed trademarks, our rights to, and
the value of, our trademarks could potentially be harmed.
Failure to maintain, control and protect our trademarks and
other intellectual property could likely adversely affect our
ability to attract guests or third-party owners, and could
adversely affect our results.
In addition, we license the right to use certain intellectual
property from unaffiliated third parties. Such rights include
the right to grant sublicenses to franchisees. If we are unable
to use such intellectual property, our ability to generate
revenue from such properties may be diminished.
Third-party claims that we infringe intellectual property
rights of others could subject us to damages and other
costs and expenses.
Third parties may make claims against us for infringing their
patent, trademark, copyright or other intellectual property
rights or for misappropriating their trade secrets. We have
been and are currently party to a number of such claims and
may receive additional claims in the future. Any such claims,
even those without merit, could:
• be expensive and time consuming to defend, and result
in significant damages;
• force us to stop using the intellectual property that is
being challenged or to stop providing products or
services that use the challenged intellectual property;
• force us to redesign or rebrand our products or services;
• require us to enter into royalty, licensing, co-existence
or other agreements to obtain the right to use a third
party’s intellectual property;
• divert management’s attention and resources; and
• limit the use or the scope of our intellectual property
or other rights.
In addition, we may be required to indemnify third-party
owners of the hotels that we manage for any losses they
incur as a result of any infringement claims against them.
All necessary royalty, licensing or other agreements may not
be available to us on acceptable terms. Any adverse results
associated with third-party intellectual property claims
could negatively affect our business.
Exchange rate fluctuations and foreign exchange hedging
arrangements could result in significant foreign currency
gains and losses and affect our business results.
Conducting business in currencies other than the U.S. dollar
subjects us to fluctuations in currency exchange rates that
22
Hilton Worldwide 2013
Annual Report
could have a negative effect on financial results. We earn
revenues and incur expenses in foreign currencies as part of
our operations outside of the U.S. As a result, fluctuations in
currency exchange rates may significantly increase the amount
of U.S. dollars required for foreign currency expenses or
significantly decrease the U.S. dollars received from foreign
currency revenues. We also have exposure to currency
translation risk because, generally, the results of our business
outside of the U.S. are reported in local currency and then
translated to U.S. dollars for inclusion in our consolidated
financial statements. As a result, changes between the
foreign exchange rates and the U.S. dollar will affect the
recorded amounts of our foreign assets, liabilities, revenues
and expenses and could have a negative effect on financial
results. Our exposure to foreign currency exchange rate
fluctuations will grow if the relative contribution of our
operations outside the U.S. increases.
To attempt to mitigate foreign currency exposure, we may
enter into foreign exchange hedging agreements with financial
institutions to reduce certain of our exposures to fluctuations
in currency exchange rates. However, these hedging agree-
ments may not eliminate foreign currency risk entirely and
involve costs and risks of their own in the form of transaction
costs, credit requirements and counterparty risk.
If the insurance that we or our owners carry does not
sufficiently cover damage or other potential losses or
liabilities to third parties involving properties that we
manage, franchise or own, our profits could be reduced.
We operate in certain areas where the risk of natural disaster
or other catastrophic losses vary, and the occasional incidence
of such an event could cause substantial damage to us, our
owners or the surrounding area. We carry, and we require our
owners to carry, insurance from solvent insurance carriers
that we believe is adequate for foreseeable first- and third-
party losses and with terms and conditions that are reasonable
and customary. Nevertheless, market forces beyond our
control could limit the scope of the insurance coverage that
we and our owners can obtain or which may otherwise
restrict our or our owners’ ability to buy insurance coverage at
reasonable rates. In the event of a substantial loss, the insur-
ance coverage that we and/or our owners carry may not be
sufficient to pay the full value of our financial obligations, our
liabilities or the replacement cost of any lost investment or
property. Because certain types of losses are uncertain, they
can be uninsurable or prohibitively expensive. In addition,
there are other risks that may fall outside the general coverage
terms and limits of our policies.
In some cases, these factors could result in certain losses
being completely uninsured. As a result, we could lose some
or all of the capital we have invested in a property, as well as
the anticipated future revenues, profits, management fees or
franchise fees from the property.
Terrorism insurance may not be available at commercially
reasonable rates or at all.
Following the September 11, 2001 terrorist attacks in New
York City and the Washington, D.C. area, Congress passed the
Terrorism Risk Insurance Act of 2002, which established the
Terrorism Insurance Program to provide insurance capacity for
terrorist acts. On December 26, 2007, the Terrorism Insurance
Program was extended by the Terrorism Risk Insurance Program
Reauthorization Act of 2007 through December 31, 2014
(“TRIPRA”). We carry, and we require our owners and our
franchisees to carry, insurance from solvent insurance carriers
to respond to both first-party and third-party liability losses
related to terrorism. We purchase our first-party property
damage and business interruption insurance from a stand-alone
market in place of and to supplement insurance from gov-
ernment run pools. If TRIPRA is not extended or renewed
upon its expiration in 2014, premiums for terrorism insurance
coverage will likely increase and/or the terms of such insurance
may be materially amended to increase stated exclusions or to
otherwise effectively decrease the scope of coverage available,
perhaps to the point where it is effectively unavailable.
Terrorist attacks and military conflicts may adversely affect
the hospitality industry.
The terrorist attacks on the World Trade Center and the
Pentagon on September 11, 2001 underscore the possibility
that large public facilities or economically important assets
could become the target of terrorist attacks in the future. In
particular, properties that are well-known or are located in
concentrated business sectors in major cities may be subject
to the risk of terrorist attacks.
The occurrence or the possibility of terrorist attacks or military
conflicts could:
• cause damage to one or more of our properties that may not
be fully covered by insurance to the value of the damages;
• cause all or portions of affected properties to be shut down
for prolonged periods, resulting in a loss of income;
• generally reduce travel to affected areas for tourism and
business or adversely affect the willingness of customers to
stay in or avail themselves of the services of the affected
properties;
• expose us to a risk of monetary claims arising out of death,
injury or damage to property caused by any such attacks;
and
• result in higher costs for security and insurance premiums
or diminish the availability of insurance coverage for losses
related to terrorist attacks, particularly for properties in
target areas, all of which could adversely affect our results.
Certain of our buildings are also highly profitable properties
to our business. In addition to the effects noted above, the
occurrence of a terrorist attack with respect to one of these
properties could directly and materially adversely affect our
results of operations. Furthermore, the loss of any of our well-
known buildings could indirectly affect the value of our brands,
which would in turn adversely affect our business prospects.
Changes in U.S. federal, state and local or foreign tax law,
interpretations of existing tax law, or adverse determinations
by tax authorities, could increase our tax burden or otherwise
adversely affect our financial condition or results of operations.
We are subject to taxation at the federal, state or provincial
and local levels in the U.S. and various other countries and
jurisdictions. Our future effective tax rate could be affected
by changes in the composition of earnings in jurisdictions
with differing tax rates, changes in statutory rates and other
legislative changes, changes in the valuation of our deferred
tax assets and liabilities, or changes in determinations
regarding the jurisdictions in which we are subject to tax.
From time to time, the U.S. federal, state and local and foreign
governments make substantive changes to tax rules and
their application, which could result in materially higher
corporate taxes than would be incurred under existing tax
law and could adversely affect our financial condition or
results of operations.
We record tax expense based in part on our estimates of
expected future tax rates, reserves for uncertain tax positions
in multiple tax jurisdictions and valuation allowances related
to certain net deferred tax assets, including net operating loss
carryforwards.
We are subject to ongoing and periodic tax audits and disputes
in U.S. federal and various state, local and foreign jurisdictions.
In particular, our consolidated U.S. federal income tax returns
for the fiscal years ended December 31, 2006 and October 24,
2007 are under audit by the Internal Revenue Service (“IRS”),
and the IRS has proposed adjustments to increase our taxable
income based on several assertions involving intercompany
loans, our Hilton HHonors guest loyalty and reward program
and our foreign-currency denominated loans issued by one of
our subsidiaries. In total, the proposed adjustments sought by
the IRS would result in U.S. federal tax owed of approximately
$696 million, excluding interest and penalties and potential
state income taxes. We disagree with the IRS’s position on
each of the assertions and intend to vigorously contest them.
See Note 19: “Income Taxes” in our audited consolidated finan-
cial statements included elsewhere in this Annual Report on
Form 10-K for additional information. An unfavorable outcome
from any tax audit could result in higher tax costs, penalties
and interest, thereby adversely affecting our financial condition
or results of operations.
Changes to accounting rules or regulations may adversely
affect our financial condition and results of operations.
New accounting rules or regulations and varying
interpretations of existing accounting rules or regulations
have occurred and may occur in the future. A change in
accounting rules or regulations may even affect our reporting
of transactions completed before the change is effective,
and future changes to accounting rules or regulations or the
questioning of current accounting practices may adversely
affect our financial condition and results of operations. For
example, in 2013, the Financial Accounting Standards Board
(“FASB”), issued a revised exposure draft outlining proposed
Hilton Worldwide 2013
Annual Report
23
changes to current lease accounting in FASB Accounting
Standards Codification Topic 840, Leases. The proposed
accounting standards update, if ultimately adopted in its
current form, could result in significant changes to current
accounting, including the capitalization of leases on the bal-
ance sheet that currently are recorded off-balance sheet as
operating leases. While this change would not affect the
cash flow related to our leased hotels and other leased
assets, it could adversely affect our balance sheet and could
therefore affect our ability to raise financing from banks or
other sources.
Changes to estimates or projections used to assess the fair
value of our assets, or operating results that are lower than
our current estimates at certain locations, may cause us to
incur impairment charges that could adversely affect our
results of operations.
Our total assets include goodwill, intangible assets with
indefinite lives, other intangible assets with finite useful lives
and substantial amounts of long-lived assets, principally
property and equipment, including hotel properties. We
evaluate our goodwill and intangible assets with indefinite
lives for impairment on an annual basis or at other times
during the year if events or circumstances indicate that it is
more likely than not that the fair value is below the carrying
value. We evaluate intangible assets with finite useful lives
and long-lived assets for impairment when circumstances
indicate that the carrying amount may not be recoverable.
Our evaluation of impairment requires us to make certain
estimates and assumptions including projections of future
results. After performing our evaluation for impairment,
including an analysis to determine the recoverability of long-
lived assets, we will record an impairment loss when the
carrying value of the underlying asset, asset group or reporting
unit exceeds its fair value. If the estimates or assumptions
used in our evaluation of impairment change, we may be
required to record additional impairment losses on certain
of these assets. If these impairment losses are significant,
our results of operations would be adversely affected.
Governmental regulation may adversely affect the
operation of our properties.
In many jurisdictions, the hotel industry is subject to exten-
sive foreign or U.S. federal, state and local governmental
regulations, including those relating to the service of alco-
holic beverages, the preparation and sale of food and those
relating to building and zoning requirements. We are also
subject to licensing and regulation by foreign or U.S. state
and local departments relating to health, sanitation, fire and
safety standards, and to laws governing their relationships
with employees, including minimum wage requirements,
overtime, working conditions and citizenship requirements. We
or our third-party owners may be required to expend funds
to meet foreign or U.S. federal, state and local regulations in
connection with the continued operation or remodeling of
certain of our properties. The failure to meet the requirements
of applicable regulations and licensing requirements, or
24
Hilton Worldwide 2013
Annual Report
publicity resulting from actual or alleged failures, could have
an adverse effect on our results of operations.
Foreign or U.S. environmental laws and regulations
may cause us to incur substantial costs or subject us
to potential liabilities.
We are subject to certain compliance costs and potential
liabilities under various foreign and U.S. federal, state and
local environmental, health and safety laws and regulations.
These laws and regulations govern actions including air
emissions, the use, storage and disposal of hazardous and
toxic substances, and wastewater disposal. Our failure to
comply with such laws, including any required permits or
licenses, could result in substantial fines or possible revoca-
tion of our authority to conduct some of our operations.
We could also be liable under such laws for the costs of
investigation, removal or remediation of hazardous or toxic
substances at our currently or formerly owned, leased or
operated real property (including managed and franchised
properties) or at third-party locations in connection with our
waste disposal operations, regardless of whether or not we
knew of, or caused, the presence or release of such sub-
stances. From time to time, we may be required to remediate
such substances or remove, abate or manage asbestos,
mold, radon gas, lead or other hazardous conditions at our
prop erties. The presence or release of such toxic or hazard-
ous substances could result in third-party claims for personal
injury, property or natural resource damages, business
interruption or other losses. Such claims and the need to
investigate, remediate, or otherwise address hazardous, toxic
or unsafe conditions could adversely affect our operations,
the value of any affected real property, or our ability to sell,
lease or assign our rights in any such property, or could
otherwise harm our business or reputation. Environmental,
health and safety requirements have also become increasingly
stringent, and our costs may increase as a result. For example,
the U.S. Congress, the U.S. Environmental Protection Agency
and some states are considering or have undertaken actions
to regulate and reduce greenhouse gas emissions. New or
revised laws and regulations or new interpretations of existing
laws and regulations, such as those related to climate
change, could affect the operation of our properties or result
in significant additional expense and operating restrictions
on us. The potential for changes in the frequency, duration
and severity of extreme weather events that may be a result
of climate change could lead to significant property damage
at our hotels and other assets, affect our ability to obtain
insurance coverage in areas that are most vulnerable to such
events, such as the coastal resort areas where we operate,
and have a negative effect on revenues.
The cost of compliance with the Americans with
Disabilities Act and similar legislation outside of the
U.S. may be substantial.
We are subject to the Americans with Disabilities Act (“ADA”)
and similar legislation in certain jurisdictions outside of the
U.S. Under the ADA all public accommodations are required
to meet certain federal requirements related to access and
use by disabled persons. These regulations apply to accom-
modations first occupied after January 26, 1993; public
accommodations built before January 26, 1993 are required
to remove architectural barriers to disabled access where
such removal is “readily achievable.” The regulations also
mandate certain operational requirements that hotel opera-
tors must observe. The failure of a property to comply with
the ADA could result in injunctive relief, fines, an award of
damages to private litigants or mandated capital expenditures
to remedy such noncompliance. Any imposition of injunctive
relief, fines, damage awards or capital expenditures could
adversely affect the ability of an owner or franchisee to make
payments under the applicable management or franchise
agreement or negatively affect the reputation of our brands.
In November 2010, we entered into a settlement with the
U.S. Department of Justice related to compliance with the
ADA. Under the terms of the settlement, until November
2014 we must: ensure compliance with ADA regulations at
our owned and joint venture (in which we own more than a
50% interest) properties built after January 26, 1993; require
managed or franchised hotels built after January 26, 1993
that enter into a new management or franchise agreement,
experience a change in ownership, or renew or extend a
management or franchise agreement, to conduct a survey
of its facilities and to certify that the hotel complies with the
ADA; ensure that new hotels constructed in our system are
compliant with ADA regulations; provide ADA training to
our team members; improve the accessibility of our websites
and reservations system for individuals with disabilities;
appoint a national ADA compliance officer; and appoint an
ADA contact on-site at each hotel. If we fail to comply with
the requirements of the ADA and our related consent
decree, we could be subject to fines, penalties, injunctive
action, reputational harm and other business effects which
could materially and negatively affect our performance and
results of operations.
Casinos featured on certain of our properties are subject
to gaming laws, and noncompliance could result in the
revocation of the gaming licenses.
Several of our properties feature casinos, most of which are
operated by third parties. Factors affecting the economic
performance of a casino property include:
• location, including proximity to or easy access from
major population centers;
• appearance;
• local, regional or national economic conditions, which
may limit the amount of disposable income that poten-
tial patrons may have for gambling;
• the existence or construction of competing casinos;
• dependence on tourism; and
• governmental regulation.
Jurisdictions in which our properties containing casinos are
located, including Nevada, New Jersey, Puerto Rico and
Egypt have laws and regulations governing the conduct of
casino gaming. These jurisdictions generally require that the
operator of a casino must be found suitable and be registered.
Once issued, a registration remains in force until revoked.
The law defines the grounds for registration, as well as
revocation or suspension of such registration. The loss of
a gaming license for any reason would have a material
adverse effect on the value of a casino property and could
reduce fee income associated with such operations and
consequently negatively affect our business results.
We are subject to risks from litigation filed by or against us.
Legal or governmental proceedings brought by or on behalf
of franchisees, third-party owners of managed properties,
employees or customers may adversely affect our financial
results. In recent years, a number of hospitality companies
have been subject to lawsuits, including class action lawsuits,
alleging violations of federal laws and regulations regarding
workplace and employment matters, consumer protection
claims and other commercial matters. A number of these
lawsuits have resulted in the payment of substantial damages
by the defendants. Similar lawsuits have been and may be
instituted against us from time to time, and we may incur
substantial damages and expenses resulting from lawsuits of
this type, which could have a material adverse effect on our
business. At any given time, we may be engaged in lawsuits
involving third-party owners of our hotels. Similarly, we may
from time to time institute legal proceedings on behalf of
ourselves or others, the ultimate outcome of which could
cause us to incur substantial damages and expenses, which
could have a material adverse effect on our business.
RISKS RELATING TO OUR INDEBTEDNESS
Our substantial indebtedness and other contractual
obligations could adversely affect our financial condition,
our ability to raise additional capital to fund our operations,
our ability to operate our business, our ability to react to
changes in the economy or our industry and our ability
to pay our debts and could divert our cash flow from
operations for debt payments.
We have a significant amount of indebtedness. As of
December 31, 2013, our total indebtedness was approximately
$12.7 billion, including $968 million of non-recourse debt, and
our contractual debt maturities of our long-term debt and
non-recourse debt for the years ending December 31, 2014,
2015 and 2016, respectively, were $52 million, $69 million and
$622 million. Our substantial debt and other contractual
obligations could have important consequences, including:
• requiring a substantial portion of cash flow from operations
to be dedicated to the payment of principal and interest
on our indebtedness, thereby reducing our ability to use
our cash flow to fund our operations, capital expenditures
and pursue future business opportunities;
• increasing our vulnerability to adverse economic, industry
or competitive developments;
• exposing us to increased interest expense, as our degree
of leverage may cause the interest rates of any future
indebtedness (whether fixed or floating rate interest)
to be higher than they would be otherwise;
Hilton Worldwide 2013
Annual Report
25
• exposing us to the risk of increased interest rates because
certain of our indebtedness is at variable rates of interest;
• designate restricted subsidiaries as unrestricted
subsidiaries; and
• making it more difficult for us to satisfy our obligations
• transfer or sell assets.
with respect to our indebtedness, and any failure to comply
with the obligations of any of our debt instruments, including
restrictive covenants, could result in an event of default
that accelerates our obligation to repay indebtedness;
• restricting us from making strategic acquisitions or causing
us to make non-strategic divestitures;
• limiting our ability to obtain additional financing for
working capital, capital expenditures, product development,
satisfaction of debt service requirements, acquisitions
and general corporate or other purposes; and
• limiting our flexibility in planning for, or reacting to,
changes in our business or market conditions and placing
us at a competitive disadvantage compared to our
competitors who may be better positioned to take
advantage of opportunities that our leverage prevents
us from exploiting.
We are a holding company, and substantially all of our
consolidated assets are owned by, and most of our business
is conducted through, our subsidiaries. Revenues from these
subsidiaries are our primary source of funds for debt payments
and operating expenses. If our subsidiaries are restricted
from making distributions to us, that may impair our ability
to meet our debt service obligations or otherwise fund our
operations. Moreover, there may be restrictions on payments
by subsidiaries to their parent companies under applicable
laws, including laws that require companies to maintain
minimum amounts of capital and to make payments to
stockholders only from profits. As a result, although a subsidiary
of ours may have cash, we may not be able to obtain that
cash to satisfy our obligation to service our outstanding debt
or fund our operations.
Certain of our debt agreements impose significant operating
and financial restrictions on us and our subsidiaries, which
may prevent us from capitalizing on business opportunities.
The indenture that governs our senior notes, the credit
agreement that governs our senior secured credit facilities
and the agreements that govern our commercial mortgage-
backed securities loan and the mortgage loan secured by our
Waldorf Astoria New York property, impose significant oper-
ating and financial restrictions on us. These restrictions limit
our ability and/or the ability of our subsidiaries to, among
other things:
• incur or guarantee additional debt or issue disqualified
stock or preferred stock;
• pay dividends (including to us) and make other
distributions on, or redeem or repurchase, capital stock;
• make certain investments;
• incur certain liens;
• enter into transactions with affiliates;
• merge or consolidate;
• enter into agreements that restrict the ability of
restricted subsidiaries to make dividends or other
payments to the issuers;
26
Hilton Worldwide 2013
Annual Report
In addition, if, on the last day of any period of four consecutive
quarters on or after June 30, 2014, the aggregate principal
amount of revolving credit loans, swing line loans and/or
letters of credit (excluding up to $50 million of letters of
credit and certain other letters of credit that have been cash
collateralized or back-stopped) that are issued and/or
outstanding is greater than 25% of the revolving credit
facility, the credit agreement will require us to maintain a
consolidated first lien net leverage ratio not to exceed 7.9
to 1.0. Our subsidiaries’ mortgage-backed loans also require
them to maintain certain debt service coverage ratios and
minimum net worth requirements.
As a result of these restrictions, we are limited as to how
we conduct our business and we may be unable to raise
additional debt or equity financing to compete effectively or
to take advantage of new business opportunities. The terms
of any future indebtedness we may incur could include more
restrictive covenants. We may not be able to maintain
compliance with these covenants in the future and, if we
fail to do so, we may not be able to obtain waivers from
the lenders and/or amend the covenants.
Our failure to comply with the restrictive covenants
described above, as well as other terms of our other indebt-
edness and/or the terms of any future indebtedness from
time to time, could result in an event of default, which, if not
cured or waived, could result in our being required to repay
these borrowings before their due date. If we are forced to
refinance these borrowings on less favorable terms or are
unable to refinance these borrowings, our results of operations
and financial condition could be adversely affected.
Servicing our indebtedness will require a significant
amount of cash. Our ability to generate sufficient cash
depends on many factors, some of which are not within
our control.
Our ability to make payments on our indebtedness and to
fund planned capital expenditures will depend on our ability
to generate cash in the future. To a certain extent, this is
subject to general economic, financial, competitive, legislative,
regulatory and other factors that are beyond our control.
If we are unable to generate sufficient cash flow to service
our debt and meet our other commitments, we may need
to restructure or refinance all or a portion of our debt, sell
material assets or operations or raise additional debt or equity
capital. We may not be able to effect any of these actions
on a timely basis, on commercially reasonable terms or at all,
and these actions may not be sufficient to meet our capital
requirements. In addition, the terms of our existing or future
debt arrangements may restrict us from effecting any of
these alternatives.
Despite our current level of indebtedness, we may be
able to incur substantially more debt and enter into other
transactions, which could further exacerbate the risks to
our financial condition described above.
We may be able to incur significant additional indebtedness
in the future. Although the credit agreements and indentures
that govern substantially all of our indebtedness contain
restrictions on the incurrence of additional indebtedness and
entering into certain types of other transactions, these
restrictions are subject to a number of qualifications and
exceptions. Additional indebtedness incurred in compliance
with these restrictions could be substantial. These restrictions
also do not prevent us from incurring obligations, such as trade
payables, that do not constitute indebtedness as defined
under our debt instruments. To the extent new debt is added
to our current debt levels, the substantial leverage risks
described in the preceding two risk factors would increase.
RISKS RELATED TO OWNERSHIP OF OUR
COMMON STOCK
Our Sponsor and its affiliates control us and their interests
may conflict with ours or yours in the future.
Our Sponsor and its affiliates beneficially owned approximately
76.4% of our common stock as of February 12, 2014. Moreover,
under our bylaws and the stockholders’ agreement with our
Sponsor and its affiliates, for so long as our existing owners and
their affiliates retain significant ownership of us, we have agreed
to nominate to our board individuals designated by our Sponsor,
whom we refer to as the “Sponsor Directors.” Even when our
Sponsor and its affiliates cease to own shares of our stock
representing a majority of the total voting power, for so long
as our Sponsor continues to own a significant percentage of
our stock our Sponsor will still be able to significantly influence
the composition of our board of directors and the approval of
actions requiring stockholder approval. Accordingly, for such
period of time, our Sponsor will have significant influence with
respect to our management, business plans and policies,
including the appointment and removal of our officers. In
particular, for so long as our Sponsor continues to own a
significant percentage of our stock, our Sponsor will be able
to cause or prevent a change of control of our company or a
change in the composition of our board of directors and could
preclude any unsolicited acquisition of our company. The con-
centration of ownership could deprive you of an opportunity
to receive a premium for your shares of common stock as part
of a sale of our company and ultimately might affect the market
price of our common stock.
Our Sponsor and its affiliates engage in a broad spectrum of
activities, including investments in real estate generally and
in the hospitality industry in particular. In the ordinary course
of their business activities, our Sponsor and its affiliates
may engage in activities where their interests conflict with
our interests or those of our stockholders. For example, our
Sponsor owns interests in Extended Stay America, Inc. and
La Quinta Hotels, and certain other investments in the
hotel industry that compete directly or indirectly with us.
In addition, affiliates of our Sponsor directly and indirectly own
hotels that we manage or franchise, and they may in the
future enter into other transactions with us, including hotel
or timeshare development projects, that could result in their
having interests that could conflict with ours. Our amended
and restated certificate of incorporation provides that none
of our Sponsor, any of its affiliates or any director who is not
employed by us (including any non-employee director who
serves as one of our officers in both his director and officer
capacities) or his or her affiliates will have any duty to refrain
from engaging, directly or indirectly, in the same business
activities or similar business activities or lines of business in
which we operate. Our Sponsor also may pursue acquisition
opportunities that may be complementary to our business,
and, as a result, those acquisition opportunities may not be
available to us. In addition, Blackstone may have an interest
in pursuing acquisitions, divestitures and other transactions
that, in its judgment, could enhance its investment, even
though such transactions might involve risks to you.
We are a “controlled company” within the meaning of
New York Stock Exchange (“NYSE”) rules and, as a result,
qualify for, and rely on, exemptions from certain corporate
governance requirements. Our stockholders do not have
the same protections afforded to stockholders of companies
that are subject to such requirements.
Affiliates of our Sponsor control a majority of the combined
voting power of all classes of our stock entitled to vote gener-
ally in the election of directors. As a result, we are a “controlled
company” within the meaning of NYSE corporate governance
standards. Under these rules, a “controlled company” may elect
not to comply with certain corporate governance standards
such as requirements that within one year of the date of NYSE
listing, a company have:
• a board that is composed of a majority of “independent
directors,” as defined under NYSE rules;
• a compensation committee that is composed entirely of
independent directors; and
• a nominating and corporate governance committee that
is composed entirely of independent directors.
We do not have a majority of independent directors on our
board. In addition, although we have a fully independent
audit committee and have independent director representa-
tion on our compensation and nominating and corporate
governance committees, our compensation and nominating
and corporate governance committees do not consist
entirely of independent directors. We intend to continue to
utilize these “controlled company” exemptions. Accordingly,
our stockholders do not have the same protections afforded
to stockholders of companies that are subject to all of the
NYSE corporate governance requirements.
Hilton Worldwide 2013
Annual Report
27
We will incur increased costs and become subject to
additional regulations and requirements as a public
company, which could lower our profits or make it more
difficult to run our business.
As a public company, we will incur significant legal, accounting
and other expenses, including costs associated with public
company reporting requirements. We also have incurred and
will incur costs associated with the Sarbanes-Oxley Act of 2002
(the “Sarbanes-Oxley Act”), and related rules implemented by
the SEC and the NYSE. The expenses incurred by public com-
panies generally for reporting and corporate governance
purposes have been increasing. We expect these rules and
regulations to increase our legal and financial compliance costs
and to make some activities more time-consuming and costly,
although we are currently unable to estimate these costs with
any degree of certainty. These laws and regulations also could
make it more difficult or costly for us to obtain certain types of
insurance, including director and officer liability insurance, and
we may be forced to accept reduced policy limits and coverage
or incur substantially higher costs to obtain the same or similar
coverage. These laws and regulations could also make it more
difficult for us to attract and retain qualified persons to serve
on our board of directors, our board committees or as our
executive officers. Furthermore, if we are unable to satisfy our
obligations as a public company, we could be subject to delisting
of our common stock, fines, sanctions and other regulatory
action and potentially civil litigation.
If we are unable to implement and maintain effective
internal control over financial reporting in the future,
investors may lose confidence in the accuracy and
completeness of our financial reports and the market
price of our common stock may be negatively affected.
As a public company, we are required to maintain internal
controls over financial reporting and to report any material
weaknesses in such internal controls. In addition, beginning
with our second Annual Report on Form 10-K, we will be
required to furnish reports by management and our inde-
pendent registered public accountants on the effectiveness
of our internal control over financial reporting, pursuant to
Section 404 of the Sarbanes-Oxley Act. The process of
designing, implementing, and testing the internal control over
financial reporting required to comply with this obligation
is time consuming, costly and complicated. If we identify
material weaknesses in our internal control over financial
reporting, if we are unable to comply with the requirements
of Section 404 of the Sarbanes-Oxley Act in a timely manner
or to assert that our internal control over financial reporting
is effective, or if our independent registered public accounting
firm is unable to express an opinion as to the effectiveness
of our internal control over financial reporting, investors may
lose confidence in the accuracy and completeness of our
financial reports and the market price of our common stock
could be negatively affected, and we could become subject
to investigations by the NYSE, the SEC or other regulatory
authorities, which could require additional financial and
management resources.
28
Hilton Worldwide 2013
Annual Report
Because we have no current plans to pay cash dividends
on our common stock, you may not receive any return on
investment unless you sell your common stock for a price
greater than that which you paid for it.
We have no current plans to pay any cash dividends. The
declaration, amount and payment of any future dividends on
shares of common stock will be at the sole discretion of our
board of directors. Our board of directors may take into
account general and economic conditions, our financial con-
dition and results of operations, our available cash and current
and anticipated cash needs, capital requirements, contractual,
legal, tax and regulatory restrictions and implications on the
payment of dividends by us to our stockholders or by our sub-
sidiaries to us and such other factors as our board of directors
may deem relevant. In addition, our ability to pay dividends is
limited by our senior secured credit facility and our senior
notes and may be limited by covenants of other indebtedness
we or our subsidiaries incur in the future. As a result, you may
not receive any return on an investment in our common stock
unless you sell our common stock for a price greater than that
which you paid for it.
Future issuances of common stock by us, and the availability
for resale of shares held by our pre-IPO investors, may cause
the market price of our common stock to decline.
Sales of a substantial number of shares of our common stock
in the public market, or the perception that these sales could
occur, could substantially decrease the market price of our
common stock. After the expiration or earlier waiver or ter-
mination of the lock-up periods described below, substantially
all of the outstanding shares of our common stock will be
available for resale in the public market. Registration of the
sale of these shares of our common stock would permit their
sale into the market immediately. The market price of our
common stock could drop significantly if the holders of these
shares sell them or are perceived by the market as intending
to sell them.
Pursuant to a registration rights agreement, we have granted
our Sponsor and certain management stockholders the right
to cause us, in certain instances, at our expense, to file regis-
tration statements under the Securities Act covering resales of
our common stock held by them. These shares represented
approximately 77.2 percent of our outstanding common stock
as of February 12, 2014. These shares also may be sold pursuant
to Rule 144 under the Securities Act, depending on their hold-
ing period and subject to restrictions in the case of shares
held by persons deemed to be our affiliates. As restrictions on
resale end or if these stockholders exercise their registration
rights, the market price of our stock could decline if the
holders of restricted shares sell them or are perceived by the
market as intending to sell them.
In connection with our initial public offering, we, our
executive officers, directors and holders of certain of our
outstanding shares of common stock immediately prior
to our initial public offering, including our Sponsor, that
collectively owned approximately 77.8 percent of our
outstanding common stock as of February 12, 2014, signed
lock-up agreements with the underwriters of the initial public
offering that, subject to certain customary exceptions,
restrict the sale of the shares of our common stock held by
them for 180 days following the date of the initial public
offering prospectus, subject to extension in the case of an
earnings release or material news or a material event relating
to us. Deutsche Bank Securities Inc. and Goldman, Sachs
& Co. may, in their sole discretion, release all or any portion of
the shares of common stock subject to lock-up agreements.
In addition, former members of Hilton Global Holdings LLC
(“HGH”), including our Sponsor, who received, in the aggre-
gate, approximately 829,481,530 shares of our common stock
(or approximately 84.2 percent of our outstanding common
stock as of February 12, 2014) from HGH in connection with
our initial public offering are prohibited from transferring
such shares for six months beginning on their receipt of such
shares on the date of the pricing of our initial public offering.
One third of the shares they received (approximately
276,493,843 shares) may be transferred between 6 and
12 months following the date of receipt and an additional
one third of the shares they receive (approximately 276,493,843
shares) may be transferred between 13 and 18 months after
the date of receipt. The transfer restrictions applicable to
such holders will lapse after 18 months after the date of
receipt. In addition, while transfer restrictions applicable to
former members of HGH currently provide for the restrictions
described above, these contractual provisions may be
waived, modified or amended at any time.
As of February 12, 2014, we had granted 19,500 restricted stock
units to our independent directors under our 2013 Omnibus
Incentive Plan. An aggregate of 79,980,500 shares of common
stock were available for future issuance under the 2013 Omnibus
Incentive Plan as of February 12, 2014. We have filed a regis-
tration statement on Form S-8 under the Securities Act to
register shares of our common stock or securities convertible
into or exchangeable for shares of our common stock issued
pursuant to our 2013 Omnibus Incentive Plan. Accordingly,
shares registered under such registration statements will be
available for sale in the open market.
As restrictions on resale end, the market price of our shares
of common stock could drop significantly if the holders of these
restricted shares sell them or are perceived by the market as
intending to sell them. These factors could also make it
more difficult for us to raise additional funds through future
offerings of our shares of common stock or other securities.
Anti-takeover provisions in our organizational documents
and Delaware law might discourage or delay acquisition
attempts for us that you might consider favorable.
Our amended and restated certificate of incorporation and
amended and restated bylaws contain provisions that may
make the merger or acquisition of our company more difficult
without the approval of our board of directors. Among
other things:
• although we do not have a stockholder rights plan, and
would either submit any such plan to stockholders for
ratification or cause such plan to expire within a year,
these provisions would allow us to authorize the issuance
of undesignated preferred stock in connection with a
stockholder rights plan or otherwise, the terms of which
may be established and the shares of which may be
issued without stockholder approval, and which may
include super voting, special approval, dividend, or other
rights or preferences superior to the rights of the holders
of common stock;
• these provisions prohibit stockholder action by written
consent from and after the date on which the parties to
our stockholders agreement cease to beneficially own
at least 40 percent of the total voting power of all then
outstanding shares of our capital stock unless such
action is recommended by all directors then in office;
• these provisions provide that the board of directors is
expressly authorized to make, alter or repeal our bylaws
and that our stockholders may only amend our bylaws
with the approval of 80 percent or more of all the out-
standing shares of our capital stock entitled to vote; and
• these provisions establish advance notice requirements
for nominations for elections to our board or for proposing
matters that can be acted upon by stockholders at
stockholder meetings.
Further, as a Delaware corporation, we are also subject
to provisions of Delaware law, which may impair a takeover
attempt that our stockholders may find beneficial. These
anti-takeover provisions and other provisions under Delaware
law could discourage, delay or prevent a transaction involving
a change in control of our company, including actions that
our stockholders may deem advantageous, or negatively
affect the trading price of our common stock. These provisions
could also discourage proxy contests and make it more
difficult for you and other stockholders to elect directors of
your choosing and to cause us to take other corporate
actions you desire.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
Hilton Worldwide 2013
Annual Report
29
ITEM 2. PROPERTIES
HOTEL PROPERTIES
Owned or Controlled Hotels
As of December 31, 2013, we owned a majority or controlling financial interest in the following 49 hotels, representing 27,173 rooms.
Property
Waldorf Astoria Hotels & Resorts
The Waldorf Astoria New York
Hilton Hotels & Resorts
Hilton Hawaiian Village Beach Resort & Spa
Hilton New York
Hilton San Francisco Union Square
Hilton New Orleans Riverside
Hilton Chicago
Hilton Waikoloa Village
Caribe Hilton
Hilton Chicago O’Hare Airport
Hilton Orlando Lake Buena Vista
Hilton Boston Logan Airport
Hilton Sydney
Pointe Hilton Squaw Peak Resort
Hilton Miami Airport
Hilton Atlanta Airport
Hilton São Paulo Morumbi
Hilton McLean Tysons Corner
Hilton Seattle Airport & Conference Center
Hilton Oakland Airport
Hilton Paris Orly Airport
Hilton Durban
Hilton New Orleans Airport
Hilton Short Hills
Hilton Amsterdam Airport Schiphol
Hilton Blackpool
Hilton Rotterdam
Hilton Suites Chicago/Oak Brook
Hilton Belfast
Hilton London Islington
Hilton Edinburgh Grosvenor
Hilton Coylumbridge
Hilton Bath City
Hilton Nuremberg
Hilton Milton Keynes
Hilton Templepatrick Hotel & Country Club
Hilton Sheffield
Hilton Bradford(1)
Hilton Portsmouth
DoubleTree by Hilton
DoubleTree Hotel Crystal City – National Airport
DoubleTree Hotel San Jose
DoubleTree Hotel Ontario Airport
DoubleTree Spokane – City Center
Fess Parker’s DoubleTree Resort Santa Barbara
Embassy Suites Hotels
Embassy Suites Washington D.C.
Embassy Suites Austin – Downtown/Town Lake
Embassy Suites Phoenix – Airport at 24th Street
Hilton Garden Inn
Hilton Garden Inn LAX/El Segundo
Hilton Garden Inn Chicago/Oak Brook
Hampton Inn
Hampton Inn & Suites Memphis – Shady Grove
Location
Rooms
Ownership
New York, NY, USA
Honolulu, HI, USA
New York, NY, USA
San Francisco, CA, USA
New Orleans, LA, USA
Chicago, IL, USA
Waikoloa, HI, USA
San Juan, Puerto Rico
Chicago, IL, USA
Orlando, FL, USA
Boston, MA, USA
Sydney, Australia
Phoenix, AZ, USA
Miami, FL, USA
Atlanta, GA, USA
São Paulo, Brazil
McLean, VA, USA
Seattle, WA, USA
Oakland, CA, USA
Paris, France
Durban, South Africa
Kenner, LA, USA
Short Hills, NJ, USA
Schiphol, Netherlands
Blackpool, United Kingdom
Rotterdam, Netherlands
Oakbrook Terrace, IL, USA
Belfast, United Kingdom
London, United Kingdom
Edinburgh, United Kingdom
Coylumbridge, United Kingdom
Bath, United Kingdom
Nuremberg, Germany
Milton Keynes, United Kingdom
Templepatrick, United Kingdom
Sheffield, United Kingdom
Bradford, United Kingdom
Portsmouth, United Kingdom
Arlington, VA, USA
San Jose, CA, USA
Ontario, CA, USA
Spokane, WA, USA
Santa Barbara, CA, USA
Washington, D.C., USA
Austin, TX, USA
Phoenix, AZ, USA
El Segundo, CA, USA
Oakbrook Terrace, IL, USA
Memphis, TN, USA
1,413
2,860
1,981
1,908
1,622
1,544
1,241
915
860
814
599
579
563
508
507
503
458
396
359
340
327
317
304
277
274
254
211
198
190
184
175
173
152
138
129
128
121
119
631
505
482
375
360
318
259
182
162
128
130
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
67%
10%
50%
100%
100%
100%
100%
100%
100%
(1) In February 2014, we entered into an agreement to sell this property with an expected closing date in the second quarter of 2014.
30
Hilton Worldwide 2013
Annual Report
Joint Venture Hotels
As of December 31, 2013, we had a minority or noncontrolling financial interest in and operated the following 31 properties,
representing 11,839 rooms. We have a right of first refusal to purchase additional equity interests in certain of these joint
ventures. We manage each of the partially owned hotels for the entity owning the hotel.
Property
Waldorf Astoria Hotels & Resorts
The Waldorf Astoria Chicago
Conrad Hotels & Resorts
Conrad Cairo
Conrad Dublin
Hilton Hotels & Resorts
Hilton Orlando – Orange County Convention Center
Hilton San Diego Bayfront
Hilton Tokyo Bay
Hilton Berlin
Capital Hilton
Hilton Nagoya
Hilton La Jolla Torrey Pines
Hilton Mauritius Resort & Spa
Hilton Imperial Dubrovnik
DoubleTree by Hilton
DoubleTree Las Vegas Airport
DoubleTree Guest Suites Austin
DoubleTree Hotel Missoula/Edgewater
Embassy Suites Hotels
Embassy Suites Atlanta – at Centennial Olympic Park
Embassy Suites Alexandria – Old Town
Embassy Suites Parsippany
Embassy Suites Kansas City – Plaza
Embassy Suites Chicago – Lombard/Oak Brook
Embassy Suites Secaucus – Meadowlands
Embassy Suites San Antonio – International Airport
Embassy Suites Austin – Central
Embassy Suites Baltimore – at BWI Airport
Embassy Suites Sacramento – Riverfront Promenade
Embassy Suites Atlanta – Perimeter Center
Embassy Suites San Rafael – Marin County
Embassy Suites Raleigh – Crabtree
Embassy Suites San Antonio – NW I-10
Embassy Suites Kansas City – Overland Park
Other
Myrtle Beach Kingston Plantation (condo management company)
Location
Rooms
Ownership
Chicago, IL, USA
Cairo, Egypt
Dublin, Ireland
Orlando, FL, USA
San Diego, CA, USA
Urayasu-shi, Japan
Berlin, Germany
Washington, D.C., USA
Nagoya, Japan
La Jolla, CA, USA
Flic-en-Flac, Mauritius
Dubrovnik, Croatia
Las Vegas, NV, USA
Austin, TX, USA
Missoula, MT, USA
Atlanta, GA, USA
Alexandria, VA, USA
Parsippany, NJ, USA
Kansas City, MO, USA
Lombard, IL, USA
Secaucus, NJ, USA
San Antonio, TX, USA
Austin, TX, USA
Linthicum, MD, USA
Sacramento, CA, USA
Atlanta, GA, USA
San Rafael, CA, USA
Raleigh, NC, USA
San Antonio, TX, USA
Overland Park, KS, USA
Myrtle Beach, SC, USA
188
617
191
1,417
1,190
818
601
544
448
394
193
147
190
188
171
321
288
274
266
262
261
261
260
251
242
241
235
225
216
199
740
15%
10%
25%
20%
25%
24%
40%
25%
24%
25%
20%
18%
50%
10%
50%
36%
50%
50%
50%
50%
50%
50%
50%
10%
25%
50%
50%
50%
50%
50%
50%
Leased Hotels
As of December 31, 2013, we leased the following 75 hotels, representing 22,658 rooms.
Property
Waldorf Astoria Hotels & Resorts
Waldorf Astoria Rome Cavalieri
Hilton Hotels & Resorts
Hilton Tokyo(1)
Hilton Ramses
Hilton London Kensington
Hilton Vienna
Hilton Tel Aviv
Hilton Osaka(1)
Hilton Istanbul
Hilton Salt Lake City
Hilton Munich Park
Hilton Munich City
London Hilton on Park Lane
Hilton Diagonal Mar Barcelona
Location
Rooms
Rome, Italy
(Shinjuku-ku) Tokyo, Japan
Cairo, Egypt
London, United Kingdom
Vienna, Austria
Tel Aviv, Israel
Osaka, Japan
Istanbul, Turkey
Salt Lake City, UT, USA
Munich, Germany
Munich, Germany
London, United Kingdom
Barcelona, Spain
370
812
771
601
579
560
525
499
499
484
480
453
433
Hilton Worldwide 2013
Annual Report
31
Leased Hotels (Continued)
Property
Hilton Mainz
Hilton Trinidad & Conference Centre
Hilton London Heathrow Airport
Hilton Izmir
Hilton London Docklands Riverside
Hilton Addis Ababa
Hilton Vienna Danube
Hilton Frankfurt
Hilton Brighton Metropole
Hilton Sandton
Hilton Brisbane
Hilton Glasgow
Hilton Milan
Hilton Ankara
Hilton Adana
Hilton Waldorf
Hilton Cologne
Hilton Slussen
Hilton Nairobi(1)
Hilton Madrid Airport
Hilton Parmelia Perth
Hilton London Canary Wharf
Hilton Amsterdam
Hilton Newcastle Gateshead
Hilton Bonn
Hilton London Tower Bridge
Hilton London Stansted Airport
Hilton Manchester Airport
Hilton Vienna Plaza
Hilton Basel
Hilton Bracknell
Hilton Antwerp
Hilton Reading
Hilton Leeds City
Hilton Watford
Hilton Mersin
Hilton Warwick/Stratford-upon-Avon
Hilton Leicester
Hilton Innsbruck
Hilton Nottingham
Hilton Odawara Resort & Spa
Hilton St. Anne’s Manor, Bracknell
Hilton Croydon
Hilton London Green Park
Hilton Cobham
Hilton Paris La Defense
Hilton East Midlands
Hilton Maidstone
Hilton Avisford Park, Arundel
Hilton Northampton
Hilton London Hyde Park
Hilton York
Hilton Mainz City
Hilton ParkSA Istanbul
Hilton Puckrup Hall, Tewkesbury
Hilton Glasgow Grosvenor
DoubleTree by Hilton
DoubleTree Hotel Seattle Airport
DoubleTree Hotel San Diego – Mission Valley
DoubleTree Hotel Sonoma Wine Country
DoubleTree Hotel Durango
Other
Scandic Hotel Sergel Plaza
The Trafalgar London
Location
Rooms
Mainz, Germany
Port of Spain, Trinidad
London, United Kingdom
Izmir, Turkey
London, United Kingdom
Addis Ababa, Ethiopia
Vienna, Austria
Frankfurt, Germany
Brighton, United Kingdom
Sandton, South Africa
Brisbane, Australia
Glasgow, United Kingdom
Milan, Italy
Ankara, Turkey
Adana, Turkey
London, United Kingdom
Cologne, Germany
Stockholm, Sweden
Nairobi, Kenya
Madrid, Spain
Parmelia Perth, Australia
London, United Kingdom
Amsterdam, Netherlands
Newcastle Upon Tyne, United Kingdom
Bonn, Germany
London, United Kingdom
Stansted, United Kingdom
Manchester, United Kingdom
Vienna, Austria
Basel, Switzerland
Bracknell, United Kingdom
Antwerp, Belgium
Reading, United Kingdom
Leeds, United Kingdom
Watford, United Kingdom
Mersin, Turkey
Warwick, United Kingdom
Leicester, United Kingdom
Innsbruck, Austria
Nottingham, United Kingdom
Odawara City, Japan
Wokingham, United Kingdom
Croydon, United Kingdom
London, United Kingdom
Cobham, United Kingdom
Paris, France
Derby, United Kingdom
Maidstone, United Kingdom
Arundel, United Kingdom
Northampton, United Kingdom
London, United Kingdom
York, United Kingdom
Mainz, Germany
Istanbul, Turkey
Tewkesbury, United Kingdom
Glasgow, United Kingdom
Seattle, WA, USA
San Diego, CA, USA
Rohnert Park, CA, USA
Durango, CO, USA
Stockholm, Sweden
London, United Kingdom
431
418
398
380
378
372
367
342
340
329
319
319
319
315
308
298
296
289
287
284
284
282
271
254
252
245
239
230
222
220
215
210
210
208
200
186
181
179
176
176
172
170
168
163
158
153
152
146
140
139
132
131
127
117
112
97
850
300
245
159
403
129
(1) We own a majority or controlling financial interest, but less than a 100 percent interest, in entities that lease these properties.
32
Hilton Worldwide 2013
Annual Report
IN RE ON-LINE TRAVEL COMPANY (OTC)/
HOTEL BOOKING ANTITRUST LITIGATION
We are a defendant in a federal multi-district litigation, currently
pending in the U.S. District Court for the Northern District of
Texas, which consolidates 30 previously separate actions
originally filed in federal courts between August 2012 and
February 2013. The consolidated amended complaint alleges
that approximately a dozen hotel and online travel company
defendants engaged in an anti-competitive scheme to fix the
prices of hotel rooms in violation of federal and state antitrust
and consumer protection laws. In February 2014, the court
dismissed all of the plaintiffs’ claims under Rule 12(b)(6) on the
basis that there were no facts to support the allegations. The
plaintiffs have 30 days to file for permission to amend their
complaint. We dispute the allegations and will continue to
vigorously defend our interests as necessary. We currently do
not believe the ultimate outcome of this litigation will have a
material effect on our consolidated financial position, results
of operations or liquidity.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
CORPORATE HEADQUARTERS AND
REGIONAL OFFICES
Our corporate headquarters are located at 7930 Jones
Branch Drive, McLean, Virginia 22102. These offices consist of
approximately 177,653 square feet of leased space. The lease
for this property initially expires on December 31, 2019, with
options to renew and increase the rentable square feet. We
also have corporate offices in Watford, England (Europe),
Dubai (Middle East & Africa) and Singapore (Asia Pacific).
Additionally, to support our operations, we have our Hilton
HHonors and other commercial services office in Addison,
Texas, the Hilton Grand Vacations headquarters in Orlando,
Florida and timeshare sales offices in Honolulu, Hawaii, Las
Vegas, Nevada, New York City, New York, Orlando, Florida,
Tumon Bay, Guam and Tokyo, Japan.
Other non-operating real estate holdings include a centralized
operations center and a centralized data center, both located
in Memphis, Tennessee; and a Hilton Reservations and
Customer Care office in Carrollton, Texas.
We believe that our existing office properties are in good
condition and are sufficient and suitable for the conduct of
our business. In the event we need to expand our operations,
we believe that suitable space will be available on
commercially reasonable terms.
ITEM 3. LEGAL PROCEEDINGS
We are involved in various claims and lawsuits arising in the
normal course of business, some of which include claims for
substantial sums, including proceedings involving tort and
other general liability claims, employee claims, consumer
protection claims and claims related to our management of
certain hotel properties. Most occurrences involving liability,
claims of negligence and employees are covered by insurance
with solvent insurance carriers. For those matters not
covered by insurance, which include commercial matters,
we recognize a liability when we believe the loss is probable
and can be reasonably estimated. The ultimate results of
claims and litigation cannot be predicted with certainty. We
believe we have adequate reserves against such matters. We
currently believe that the ultimate outcome of such lawsuits
and proceedings will not, individually or in the aggregate,
have a material adverse effect on our consolidated financial
position, results of operations or liquidity. However, depending
on the amount and timing, an unfavorable resolution of some
or all of these matters could materially affect our future
results of operations in a particular period.
Hilton Worldwide 2013
Annual Report
33
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON
EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
MARKET INFORMATION
Our common stock began trading publicly on the NYSE
under the symbol “HLT” on December 12, 2013. Prior to that
time, there was no public market for our common stock.
As of February 12, 2014, there were approximately 56 holders
of record of our common stock. This stockholder figure does
not include a substantially greater number of holders whose
shares are held of record by banks, brokers and other finan-
cial institutions. The following table sets forth the high and
low sales prices for our common stock as reported by the
NYSE for the indicated periods:
Fiscal Year Ended December 31, 2013
High
Low
Fourth Quarter (beginning December 12, 2013) $25.95
$21.15
Stock Price
DIVIDENDS
We have no current plans to pay dividends on our common
stock. Any decision to declare and pay dividends in the future
will be made at the sole discretion of our Board of Directors
and will depend on, among other things, our results of oper-
ations, cash requirements, financial condition, contractual
restrictions and other factors that our Board of Directors
may deem relevant. Because we are a holding company
and have no direct operations, we will only be able to pay
dividends from funds we receive from our subsidiaries.
We did not declare or pay any dividends on our common stock
during the years ended December 31, 2013, 2012 and 2011.
ISSUER PURCHASES OF EQUITY SECURITIES
During the quarter and year ended December 31, 2013,
we did not purchase any of our equity securities that are
registered under Section 12(b) of the Exchange Act.
SECURITIES AUTHORIZED FOR ISSUANCE
UNDER EQUITY COMPENSATION PLANS
As of December 31, 2013
Number of securities Weighted-
to be issued
upon exercise
of outstanding
average
exercise price
of outstanding
options, warrants options, warrants
and rights(2)
and rights(2)
Number of
securities remaining
available for
future issuance
under equity
compensation plans
Equity compensation
plan approved
by stockholders(1)
19,500
N/A
79,980,500
(1) Relates only to the Hilton Worldwide Holdings Inc. 2013 Omnibus Incentive Plan
detailed below.
(2) Includes 19,500 shares that may be issued upon the vesting of restricted stock units,
which cannot be exercised for consideration.
On December 11, 2013, the Board of Directors and our then
sole stockholder adopted the 2013 Omnibus Incentive Plan
under which 80,000,000 shares of common stock were
reserved. The 2013 Omnibus Incentive Plan provides for the
granting of stock options, stock appreciation rights, restricted
stock, restricted stock units and other stock-based and
performance compensation awards to eligible employees,
officers, directors, consultants and advisors of Hilton. If an
award under the 2013 Omnibus Incentive Plan terminates,
lapses or is settled without the payment of the full number
of shares subject to the award, the undelivered shares may
be granted again under the 2013 Omnibus Incentive Plan.
As of December 31, 2013, there were no equity compensation
plans not approved by Hilton stockholders.
RECENT SALES OF UNREGISTERED SECURITIES
During the years ended December 31, 2013, 2012 and 2011,
we did not sell any equity securities that were not registered
under the Securities Act.
USE OF PROCEEDS FROM
REGISTERED SECURITIES
On December 17, 2013, we completed an initial public offering
(the “IPO”) in which we sold 64,102,564 shares of common
stock and a selling stockholder of the Company sold 71,184,153
shares of common stock (including 17,646,093 shares of com-
mon stock that were subject to the underwriter’s option to
purchase additional shares) at an initial public offering price of
$20.00 per share. The shares offered and sold in the IPO were
registered under the Securities Act pursuant to our Registration
Statement on Form S-1 (File No. 333-191110), which was declared
effective by the SEC on December 11, 2013. The offering did not
terminate until after the sale of all 135,286,717 shares of common
stock registered on the registration statement. The aggregate
offering price for the shares registered and sold by us was
approximately $1,282 million and the aggregate offering price
for the shares sold by the selling stockholder of the Company
was approximately $1,424 million. The underwriters of the
offering were led by Deutsche Bank Securities Inc, Goldman,
Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Morgan Stanley & Co. LLC. J.P. Morgan Securities LLC and
Wells Fargo Securities, LLC.
The IPO generated net proceeds of approximately
$1,243 million to us after net underwriting discounts and
commissions of $27 million and other offering expenses of
$12 million. No offering expenses were paid directly or indi-
rectly to any of our directors or officers (or their associates),
persons owning 10 percent or more of our common stock
or any other affiliates. We used our proceeds from the
offering, along with available cash, to repay approximately
$1,250 million of term loan borrowings outstanding under
our senior secured credit facility.
34
Hilton Worldwide 2013
Annual Report
PERFORMANCE GRAPH
The following graph compares the cumulative total stockholder return since December 12, 2013, the date our common stock began
trading on the NYSE, with the S&P 500 Index (“S&P 500”) and the S&P Hotels, Resorts & Cruise Lines Index (“S&P Hotel”). The graph
assumes that the value of the investment in our common stock and each index was $100 on December 12, 2013 and that all
dividends and other distributions were reinvested.
Performance Graph
Hilton Worldwide
S&P 500
S&P Hotel
12/12/2013
12/31/2013
$100.0
$100.0
$100.0
$103.5
$104.1
$109.2
$115
$110
$105
$100
$95
ITEM 6. SELECTED FINANCIAL DATA
We derived the selected statement of operations data for the years ended December 31, 2013, 2012 and 2011 and the selected
balance sheet data as of December 31, 2013 and 2012 from our audited consolidated financial statements included elsewhere in this
Annual Report on Form 10-K. We derived the selected statement of operations data for the year ended December 31, 2010 and the
selected balance sheet data as of December 31, 2011 from our audited consolidated financial statements that are not included in this
Annual Report on Form 10-K. We derived the selected balance sheet data as of December 31, 2010 from our unaudited consolidated
financial statements that are not included in this Annual Report on Form 10-K. We derived the selected statement of operations
and balance sheet data as of and for the year ended December 31, 2009 from Hilton Worldwide, Inc.’s audited consolidated financial
statements, which are not included in this Annual Report on Form 10-K. For periods prior to the IPO, the number of shares used
to compute earnings (losses) per share gives retroactive effect to the 9,205,128-for-1 stock split that we completed prior to closing
the IPO. Our historical results are not necessarily indicative of the results expected for any future period.
The selected consolidated financial data below should be read together with the consolidated financial statements including the
related notes thereto, and “Part II—Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations”
included elsewhere in this Annual Report on Form 10-K.
(in millions, except per share data)
2013
2012
2011
2010
2009
Year ended December 31,
Statement of Operations Data:
Revenues
Owned and leased hotels
Management and franchise fees and other
Timeshare
Other revenues from managed and franchised properties
Total revenues
Expenses
Owned and leased hotels
Timeshare
Depreciation and amortization
Impairment losses
General, administrative and other
Other expenses from managed and franchised properties
Total expenses
Operating income
Net income (loss) attributable to Hilton stockholders
$ 4,046
1,175
1,109
$ 3,979
1,088
1,085
$ 3,898
1,014
944
$ 3,667
901
863
$ 3,540
807
832
6,330
3,405
9,735
3,147
730
603
—
748
5,228
3,405
8,633
1,102
415
6,152
3,124
9,276
3,230
758
550
54
460
5,052
3,124
8,176
1,100
352
5,856
2,927
8,783
3,213
668
564
20
416
4,881
2,927
7,808
975
253
5,431
2,637
8,068
3,009
634
574
24
637
4,878
2,637
7,515
553
128
5,179
2,397
7,576
2,904
644
587
475
423
5,033
2,394
7,427
149
(532)
(0.58)
921
Basic and diluted earnings (losses) per share
Weighted average shares outstanding (basic and diluted)
$ 0.45
923
$ 0.38
921
$ 0.27
921
$ 0.14
921
$
Selected Balance Sheet Data
Cash and cash equivalents
Restricted cash and cash equivalents
Total assets
Long-term debt(1)
Non-recourse timeshare debt(1)(2)
Non-recourse debt and capital lease obligations of consolidated
variable interest entities(1)
Total equity (deficit)
(1) Includes current maturities.
$ 594
266
26,562
11,755
672
$
755
550
27,066
15,575
—
$
781
658
27,312
16,311
—
$
796
619
27,750
16,995
—
$
738
394
29,140
21,125
—
296
4,276
420
2,155
481
1,702
541
1,544
574
(1,470)
(2) Includes our current and long-term maturities of our non-recourse timeshare financing receivables credit facility (“Timeshare Facility”) and our 2.28 percent notes backed by timeshare
financing receivables (“Securitized Timeshare Debt”).
Hilton Worldwide 2013
Annual Report
35
12/31/1312/12/13(cid:127)Hilton Worldwide (cid:127)S&P 500 (cid:127)S&P Hotel
ITEM 7. MANAGEMENT’S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition
and results of operations should be read in conjunction with our
consolidated financial statements and related notes included
elsewhere in this Annual Report on Form 10-K.
OVERVIEW
Our Business
Hilton Worldwide is one of the largest and fastest growing
hospitality companies in the world, with 4,115 hotels, resorts
and timeshare properties comprising 678,630 rooms in
91 countries and territories. In the nearly 100 years since
our founding, we have defined the hospitality industry and
established a portfolio of 10 world-class brands. Our flagship
full-service Hilton Hotels & Resorts brand is the most recog-
nized hotel brand in the world. Our premier brand portfolio
also includes our luxury hotel brands, Waldorf Astoria Hotels
& Resorts and Conrad Hotels & Resorts, our full-service hotel
brands, DoubleTree by Hilton and Embassy Suites Hotels, our
focused-service hotel brands, Hilton Garden Inn, Hampton
Inn, Homewood Suites by Hilton and Home2 Suites by Hilton,
and our timeshare brand, HGV. We own or lease interests in
155 hotels, many of which are located in global gateway cities,
including iconic properties such as The Waldorf Astoria
New York, the Hilton Hawaiian Village and the London Hilton
on Park Lane. More than 314,000 team members proudly
serve in our properties and corporate offices around the world,
and we have approximately 40 million members in our
award-winning customer loyalty program, Hilton HHonors.
Segments and Regions
Management analyzes our operations and business by both
operating segments and geographic regions. Our operations
consist of three reportable segments that are based on similar
products or services: management and franchise; ownership;
and timeshare. The management and franchise segment pro-
vides services, which include hotel management and licensing
of our brands to franchisees, as well as property management
at timeshare properties. This segment generates its revenue
from management and franchise fees charged to hotel owners,
including our owned and leased hotels, and to homeowners’
associations at timeshare properties. As a manager of hotels
and timeshare resorts, we typically are responsible for super-
vising or operating the property in exchange for management
fees. As a franchisor of hotels, we charge franchise fees in
exchange for the use of one of our brand names and related
commercial services, such as our reservation system, marketing
and information technology services. The ownership segment
generates revenue from providing hotel room rentals, food
and beverage sales and other services at our owned and
leased hotels. The timeshare segment consists of multi-unit
vacation ownership properties. This segment generates
revenue by marketing and selling timeshare interests owned
by Hilton and third parties, providing consumer financing and
resort operations.
36
Hilton Worldwide 2013
Annual Report
Geographically, management conducts business through
three distinct geographic regions: the Americas; Europe,
Middle East and Africa (“EMEA”); and Asia Pacific. The
Americas region includes North America, South America and
Central America, including all Caribbean nations. Although
the U.S. is included in the Americas, it is often analyzed sep-
arately and apart from the Americas geographic region and,
as such, it is presented separately within the analysis herein.
The EMEA region includes Europe, which represents the
western-most peninsula of Eurasia stretching from Ireland
in the west to Russia in the east, and the Middle East and
Africa (“MEA”), which represents the Middle East region and
all African nations, including the Indian Ocean island nations.
Europe and MEA are often analyzed separately by man-
agement. The Asia Pacific region includes the eastern and
southeastern nations of Asia, as well as India, Australia,
New Zealand and the Pacific island nations.
As of December 31, 2013, approximately 77 percent of our
system-wide hotel rooms were located in the U.S. We
expect that the percentage of our hotel rooms outside the
U.S. will continue to increase in future years as hotels in our
pipeline open.
System Growth and Pipeline
To support our growth strategy, we continue to expand our
development pipeline. As of December 31, 2013, we had a total
of 1,123 hotels in our development pipeline, representing 194,572
rooms under construction or approved for development
throughout 76 countries and territories. As of December 31,
2013, 101,810 rooms, representing 52 percent of our develop-
ment pipeline, were under construction. Of the 194,572 rooms
in the pipeline, 117,361 rooms, representing 60 percent of the
pipeline, were located outside the U.S. As of December 31,
2013, over 99 percent of the rooms under construction and in
our total pipeline were within our management and franchise
segment, and only one development project was within our
ownership segment. We do not consider that project, or any
individual development project relating to properties under
our management and franchise segment, to be material to us.
Our management and franchise contracts are designed to
expand our business with limited or no capital investment.
The capital required to build and maintain hotels that we
manage or franchise is typically provided by the owner of the
respective hotel with minimal or no capital required by us as
the manager or franchisor. Additionally, prior to approving
the addition of new hotels to our management and franchise
development pipeline, we evaluate the economic viability of
the hotel based on the geographic location, the credit quality
of the third-party owner and other factors. As a result, by
increasing the number of management and franchise
agreements with third-party owners, we expect to achieve
a higher overall return on invested capital.
Recent Events
Initial Public Offering
On December 17, 2013, we completed our IPO in which we
sold 64,102,564 shares of common stock and a selling stock-
holder sold 71,184,153 shares of common stock at an initial
public offering price of $20.00 per share. The shares offered
and sold in the offering were registered under the Securities
Act pursuant to our Registration Statement on Form S-1,
which was declared effective by the SEC on December 11,
2013. The common stock is listed on the NYSE under the
symbol “HLT” and began trading publicly on December 12,
2013. The offering generated net proceeds of approximately
$1,243 million to us after underwriting discounts, expenses
and transaction costs. We used the offering proceeds along
with available cash to repay approximately $1,250 million of
term loan borrowings outstanding under our senior secured
credit facility.
Debt Refinancing
On October 25, 2013, we repaid in full all $13.4 billion in
borrowings outstanding on such date under our senior
mortgage loans and secured mezzanine loans with proceeds
from: (1) our October 4, 2013 offering of $1.5 billion of 5.625%
senior notes due 2021 (the “Senior Notes”), which were
released from escrow on October 25, 2013, (2) borrowings
under our new senior secured credit facility (the “Senior
Secured Credit Facility”), which consists of a $7.6 billion term
loan facility (the “Term Loans”) and an undrawn $1.0 billion
revolving credit facility (the “Revolving Credit Facility”),
(3) a $3.5 billion commercial mortgage-backed securities
loan secured by 23 of our U.S. owned real estate assets
(the “CMBS Loan”) and (4) a $525 million mortgage loan
secured by our Waldorf Astoria New York property (the
“Waldorf Astoria Loan”), together with additional borrowings
under the Timeshare Facility and cash on hand.
In addition, on October 25, 2013, we issued a notice of
redemption to holders of all of the outstanding $96 million
aggregate principal amount of their 8 percent quarterly inter-
est bonds due 2031 on November 25, 2013. The bonds were
redeemed in full at a redemption price equal to 100 percent of
the principal amount thereof and interest accrued and unpaid
thereon, to, but not including November 25, 2013. We refer to
the transactions discussed above as the “Debt Refinancing.”
Hilton HHonors Points Sales
In October 2013, we sold Hilton HHonors points to American
Express Travel Related Services Company, Inc. (“Amex”) and
Citibank, N.A. (“Citi”) for $400 million and $250 million,
respectively, in cash. We used the net proceeds of the Hilton
HHonors points sales to reduce outstanding indebtedness in
connection with the Debt Refinancing.
For more information on these transactions, see “—Liquidity
and Capital Resources” as well as Note 13: “Debt” and Note 14:
“Deferred Revenues” in our consolidated financial statements.
PRINCIPAL COMPONENTS AND FACTORS
AFFECTING OUR RESULTS OF OPERATIONS
Revenues
Principal Components
We primarily derive our revenues from the following sources:
• Owned and leased hotels. Represents revenues derived
from hotel operations, including room rentals, food and
beverage sales and other ancillary services. These
revenues are primarily derived from two categories of
customers: transient and group. Transient guests are
individual travelers who are traveling for business or
leisure. Our group guests are traveling for group events
that reserve rooms for meetings, conferences or social
functions sponsored by associations, corporate, social,
military, educational, religious or other organizations.
Group business usually includes a block of room accom-
modations, as well as other ancillary services, such as
catering and banquet services. A majority of our food and
beverage sales and other ancillary services are provided
to customers who are also occupying rooms at our hotel
properties. As a result, occupancy affects all components
of our owned and leased hotel revenues.
• Management and franchise fees and other. Represents
revenues derived from management fees earned from
hotels and timeshare properties managed by us, franchise
fees received in connection with the franchising of our
brands and other revenue generated by the incidental
support of hotel operations for owned, leased, managed
and franchised properties and other rental income.
• Terms of our management agreements vary, but our
fees generally consist of a base fee, which is typically a
percentage of each hotel’s gross revenue, and in some
cases an incentive fee, which is based on gross operating
profits, cash flow or a combination thereof. Management
fees from timeshare properties are generally a fixed
amount as stated in the management agreement.
Outside of the U.S., our fees are often more dependent
on hotel profitability measures, either through a single
management fee structure where the entire fee is based
on a profitability measure, or because our two-tier fee
structure is more heavily weighted toward the incentive
fee than the base fee. Additionally, we receive one-time
upfront fees upon execution of certain management
contracts. In general, the hotel owner pays all operating
and other expenses and reimburses our out-of-pocket
expenses. The initial terms of our management
agreements for full-service hotels typically are 20 years.
Extensions are negotiated and vary, but typically are
more prevalent in full-service hotels. Typically these
agreements contain one or two extension options that
are either for 5 or 10 years and can be exercised at our or
the other party’s option or by mutual agreement. Some of
our management agreements provide early termination
rights to hotel owners upon certain events, including
the failure to meet certain financial or performance cri-
teria. Performance test measures typically are based upon
the hotel’s performance individually or in comparison to
specified hotels.
Hilton Worldwide 2013
Annual Report
37
• Under our franchise agreements, franchisees pay us
franchise fees which consist of initial application and
initiation fees for new hotels entering the system and
monthly royalty fees, generally calculated as a percentage
of room revenues. Royalty fees for our full-service
brands may also include a percentage of gross food and
beverage revenues and other revenues, where applicable.
In addition to the franchise application and royalty fees,
franchisees also generally pay a monthly program fee
based on a percentage of the total gross room revenue
that covers the cost of advertising and marketing programs;
internet, technology and reservation system expenses;
and quality assurance program costs. Our franchise
agreements typically have initial terms of approximately
20 years for new construction and approximately 10
to 20 years for properties that are converted from other
brands. At the expiration of the initial term, we may
relicense the hotel to the franchisee at our option, the
hotel owner’s option or by mutual agreement, for an
additional term ranging from 10 to 15 years. We have
the right to terminate a franchise agreement upon
specified events of default, including nonpayment of
fees or noncompliance with brand standards. If a franchise
agreement is terminated by us because of a franchisee’s
default, the franchisee is contractually required to pay
us liquidated damages.
• Timeshare. Represents revenues derived from the sale
and financing of timeshare units and revenues from
enrollments and other fees, rentals of timeshare units,
food and beverage sales and other ancillary services at
our timeshare properties and fees, which we refer to as
resort operations. Additionally, in recent years, we began
a transformation of our timeshare business to a capital
light model in which third-party timeshare owners and
developers provide capital for development while we act
as the sales and marketing agent and property manager.
Through these transactions, we receive a sales and
marketing commission and branding fees on sales of
timeshare intervals, recurring fees to operate the home-
owners’ associations and revenues from resort operations.
• Other revenues from managed and franchised properties.
These revenues represent the payroll and its related
costs for properties that we manage where the property
employees are legally our responsibility, as well as certain
other operating costs of the managed and franchised
properties’ operations, marketing expenses and other
expenses associated with our brands and shared services
that are contractually either reimbursed to us by the
property owners or paid from fees collected in advance
from these properties. The corresponding expenses are
presented as other expenses from managed and fran-
chised properties in our consolidated statements of
operations resulting in no effect on operating income or
net income.
Factors Affecting our Revenues
The following factors affect the revenues we derive from
our operations:
• Consumer demand and global economic conditions.
Consumer demand for our products and services is
closely linked to the performance of the general economy
and is sensitive to business and personal discretionary
spending levels. Declines in consumer demand due to
adverse general economic conditions, risks affecting or
reducing travel patterns, lower consumer confidence
and adverse political conditions can lower the revenues
and profitability of our owned and leased operations and
the amount of management and franchise fee revenues we
are able to generate from our managed and franchised
properties. Further, competition for hotel guests and the
supply of hotel services affect our ability to increase rates
charged to customers at our hotels. Also, declines in
hotel profitability during an economic downturn directly
affect the incentive portion of our management fees,
which is based on hotel profit measures. Our timeshare
segment also is linked to cycles in the general economy
and consumer discretionary spending. As a result,
changes in consumer demand and general business
cycles can subject and have subjected our revenues to
significant volatility.
Our results of operations have steadily improved as
the global economy continues to recover, resulting in an
increase in system-wide RevPAR of 8.8 percent from
the year ended December 31, 2011 to the year ended
December 31, 2013.
• Agreements with third-party owners and franchisees and
relationships with developers. We depend on our long-term
management and franchise agreements with third-party
owners and franchisees for a significant portion of our
management and franchise fee revenues. The success
and sustainability of our management and franchise
business depends on our ability to perform under our
management and franchise agreements and maintain good
relationships with third-party owners and franchisees.
Our relationships with these third parties also generate
new relationships with developers and opportunities for
property development that can support our growth.
Growth and maintenance of our hotel system and earning
fees relating to hotels in the pipeline are dependent on the
ability of developers and owners to access capital for the
development, maintenance and renovation of properties.
We believe that we have good relationships with our
third-party owners, franchisees and developers and are
committed to the continued growth and development of
these relationships. These relationships exist with a diverse
group of owners, franchisees and developers and are not
significantly concentrated with any particular third party.
Additionally, in recent years we have entered into sales
and marketing agreements to sell timeshare units on
behalf of third-party developers. Our supply of third-party
38
Hilton Worldwide 2013
Annual Report
developed timeshare intervals was approximately 73,000,
or 78 percent of total supply, as of December 31, 2013. We
expect sales and marketing agreements with third-party
developers and resort operations to comprise a growing
percentage of our timeshare revenue and revenues
derived from the sale and financing of timeshare units
developed by us to comprise a smaller percentage of our
timeshare revenue in future periods, consistent with our
strategy to focus our business on the management aspects
and deploy less of our capital to asset construction.
Expenses
Principal Components
We primarily incur the following expenses:
• Owned and leased hotels. Owned and leased hotel
expenses reflect the operating expenses of our consolidated
owned and leased hotels, including room expense, food
and beverage costs, other support costs and property
expenses. Room expense includes compensation costs
for housekeeping, laundry and front desk staff and supply
costs for guest room amenities and laundry. Food
and beverage costs include costs for wait and kitchen
staff and food and beverage products. Other support
expenses consist of costs associated with property-level
management, utilities, sales and marketing, operating
hotel spas, telephones, parking and other guest rec-
reation, entertainment and services. Property expenses
include property taxes, repairs and maintenance, rent
and insurance.
• Timeshare. Timeshare expenses include the cost of
inventory sold during the period, sales and marketing
expenses, resort operations expenses and other overhead
expenses associated with our timeshare business.
• Depreciation and amortization. These are non-cash
expenses that primarily consist of depreciation of fixed
assets such as buildings, furniture, fixtures and equip-
ment at our consolidated owned and leased hotels, as
well as certain corporate assets. Amortization expense
primarily consists of amortization of our management
and franchise intangibles, which are amortized over
their estimated useful lives. Additionally, we amortize
capitalized software over the estimated useful life
of the software.
• General, administrative and other expenses. General,
administrative and other expenses consist primarily of
compensation expense for our corporate staff and
personnel supporting our business segments (including
divisional offices that support our management and
franchise segment), professional fees (including consulting,
audit and legal fees), travel and entertainment expenses,
bad debt expenses, contractual performance obligations
and office administrative and related expenses. Expenses
incurred by our supply management business, laundry
facilities and other ancillary businesses are also included
in general, administrative and other expenses.
• Impairment losses. We hold significant amounts of
goodwill, amortizing and non-amortizing intangible
assets, long-lived assets and investments. We evaluate
these assets for impairment as further discussed in
“—Critical Accounting Policies and Estimates.” These
evaluations have, in the past, resulted in impairment
losses for certain of these assets based on the specific
facts and circumstances surrounding the assets and our
estimates of fair value. Based on economic conditions or
other factors at a property-specific or company-wide
level, we may be required to take additional impairment
losses to reflect further declines in our asset and/or
investment values.
• Other expenses from managed and franchised properties.
These expenses represent the payroll and its related
costs for properties that we manage where the property
employees are legally our responsibility, as well as certain
other operating costs of the managed and franchised
properties’ operations, marketing expenses and other
expenses associated with our brands and shared services
that are contractually either reimbursed to us by the
property owners or paid from fees collected in advance
from these properties. The corresponding revenues are
presented as other revenues from managed and franchised
properties in our consolidated statements of operations
resulting in no effect on operating income or net income.
Factors Affecting our Costs and Expenses
The following are principal factors that affect the costs and
expenses we incur in the course of our operations:
• Fixed expenses. Many of the expenses associated with
managing, franchising and owning hotels and timeshare
resorts are relatively fixed. These expenses include per-
sonnel costs, rent, property taxes, insurance and utilities,
as well as sales and marketing expenses for our time-
share segment. If we are unable to decrease these costs
significantly or rapidly when demand for our hotels and
other properties decreases, the resulting decline in our
revenues can have an adverse effect on our net cash
flow, margins and profits. This effect can be especially
pronounced during periods of economic contraction or
slow economic growth. Economic downturns generally
affect the results of our owned and leased hotel segment
more significantly than the results of our management
and franchising segments due to the high fixed costs
associated with operating an owned or leased hotel. The
effectiveness of any cost-cutting efforts is limited by the
fixed costs inherent in our business. As a result, we may
not be able to offset revenue reductions through cost
cutting. Employees at some of our owned and leased
hotels are parties to collective bargaining agreements
that may also limit our ability to make timely staffing
or labor changes in response to declining revenues. In
addition, any efforts to reduce costs, or to defer or cancel
capital improvements, could adversely affect the
Hilton Worldwide 2013
Annual Report
39
economic value of our hotels and brands. We have
taken steps to reduce our fixed costs to levels we feel
are appropriate to maximize profitability and respond
to market conditions without jeopardizing the overall
customer experience or the value of our hotels or brands.
Also, a significant portion of our costs to support our
timeshare business relates to direct sales and marketing
of these units. In periods of decreased demand for
timeshare units, we may be unable to reduce our sales
and marketing expenses quickly enough to prevent a
deterioration of our profit margins on our
timeshare business.
• Changes in depreciation and amortization expense.
Changes in depreciation expense may be driven by
renovations of existing hotels, acquisition or development
of new hotels, the disposition of existing hotels through
sale or closure, or changes in estimates of the useful lives
of our assets. As we place new assets into service we will
be required to record additional depreciation expense on
those assets. Additionally, we capitalize costs associated
with certain software development projects, and as
those projects are completed and placed into service,
amortization expense will increase.
Other Items
Effect of foreign currency exchange rate fluctuations
Significant portions of our operations are conducted in
functional currencies other than our reporting currency,
which is the U.S. dollar (“USD”), and we have assets and
liabilities denominated in a variety of foreign currencies. As
a result, we are required to translate those results, assets and
liabilities from the functional currency into USD at market
based exchange rates for each reporting period. When
comparing our results of operations between periods, there
may be material portions of the changes in our revenues
or expenses that are derived from fluctuations in exchange
rates experienced between those periods.
Seasonality
The lodging industry is seasonal in nature. However, the
periods during which our hotels experience higher or lower
levels of demand vary from property to property and depend
upon location, type of property and competitive mix within
the specific location. Based on historical results, we generally
expect our revenue to be lower during the first calendar quarter
of each year than during each of the three subsequent quarters,
with the fourth quarter producing the strongest revenues of
the year.
KEY BUSINESS AND FINANCIAL METRICS
USED BY MANAGEMENT
Comparable Hotels
We define our comparable hotels as those that: (i) were active
and operating in our system for at least one full calendar year
as of the end of the current period, and open January 1st of the
previous year; (ii) have not undergone a change in brand or
ownership during the current or comparable periods reported;
and (iii) have not sustained substantial property damage,
40
Hilton Worldwide 2013
Annual Report
business interruption, undergone or planned to undergo large-
scale capital projects or for which comparable results are not
available. Of the 4,073 hotels in our system as of December 31,
2013, 3,548 have been classified as comparable hotels. Our 525
non-comparable hotels include 14 properties, or less than one
percent of the total hotels in our system, that have been removed
from the comparable group during the last year because they
have sustained substantial property damage, business inter-
ruption, undergone large-scale capital projects or comparable
results were not available. Of the 3,926 hotels in our system as
of December 31, 2012, 3,484 have been classified as comparable
hotels for the year ended December 31, 2012.
Occupancy
Occupancy represents the total number of rooms sold
divided by the total number of rooms available at a hotel or
group of hotels. Occupancy measures the utilization of our
hotels’ available capacity. Management uses occupancy to
gauge demand at a specific hotel or group of hotels in a
given period. Occupancy levels also help us determine
achievable ADR levels as demand for hotel rooms increases
or decreases.
Average Daily Rate
ADR represents hotel room revenue divided by total number
of rooms sold in a given period. ADR measures average room
price attained by a hotel and ADR trends provide useful
information concerning the pricing environment and the
nature of the customer base of a hotel or group of hotels.
ADR is a commonly used performance measure in the
industry, and we use ADR to assess pricing levels that we are
able to generate by type of customer, as changes in rates
have a different effect on overall revenues and incremental
profitability than changes in occupancy, as described above.
Revenue per Available Room
We calculate RevPAR by dividing hotel room revenue by
room nights available to guests for the period. We consider
RevPAR to be a meaningful indicator of our performance as
it provides a metric correlated to two primary and key drivers
of operations at our hotels: occupancy and ADR. RevPAR
is also a useful indicator in measuring performance over
comparable periods for comparable hotels.
References to RevPAR and ADR throughout this report are
presented on a currency neutral (all periods using the same
exchange rates) and comparable basis, unless otherwise noted.
EBITDA and Adjusted EBITDA
EBITDA, presented herein, is a financial measure that is not
recognized under generally accepted accounting principles
in the United States of America (“U.S. GAAP”) that reflects net
income attributable to Hilton stockholders, excluding interest
expense, a provision for income taxes and depreciation and
amortization. We consider EBITDA to be a useful measure of
operating performance, due to the significance of our
long-lived assets and level of indebtedness.
Adjusted EBITDA, presented herein, is calculated as EBITDA,
as previously defined, further adjusted to exclude gains,
losses and expenses in connection with: (i) asset dispositions
for both consolidated and unconsolidated investments;
(ii) foreign currency transactions; (iii) debt restructurings/
retirements; (iv) non-cash impairment losses; (v) furniture,
fixtures and equipment (“FF&E”) replacement reserves
required under certain lease agreements; (vi) reorganization
costs; (vii) share-based and certain other compensation
expenses prior to and in connection with our IPO; (viii) sev-
erance, relocation and other expenses; and (ix) other items.
EBITDA and Adjusted EBITDA are not recognized terms under
U.S. GAAP and should not be considered as alternatives to net
income (loss) or other measures of financial performance or
liquidity derived in accordance with U.S. GAAP. In addition,
our definitions of EBITDA and Adjusted EBITDA may not be
comparable to similarly titled measures of other companies.
We believe that EBITDA and Adjusted EBITDA provide useful
information to investors about us and our financial condition
and results of operations for the following reasons: (i) EBITDA
and Adjusted EBITDA are among the measures used by our
management team to evaluate our operating performance
and make day-to-day operating decisions; and (ii) EBITDA and
Adjusted EBITDA are frequently used by securities analysts,
investors and other interested parties as a common perfor-
mance measure to compare results or estimate valuations
across companies in our industry.
EBITDA and Adjusted EBITDA have limitations as analytical
tools, and you should not consider such measures either in
isolation or as a substitute for net income (loss), cash flow or
other methods of analyzing our results as reported under
U.S. GAAP. Some of these limitations are:
• EBITDA and Adjusted EBITDA do not reflect changes in,
or cash requirements for, our working capital needs;
• EBITDA and Adjusted EBITDA do not reflect our interest
expense, or the cash requirements necessary to service
interest or principal payments, on our indebtedness;
• EBITDA and Adjusted EBITDA do not reflect our tax
expense or the cash requirements to pay our taxes;
• EBITDA and Adjusted EBITDA do not reflect historical
cash expenditures or future requirements for capital
expenditures or contractual commitments;
• EBITDA and Adjusted EBITDA do not reflect the effect on
earnings or changes resulting from matters that we con-
sider not to be indicative of our future operations;
• although depreciation and amortization are non-cash
charges, the assets being depreciated and amortized will
often have to be replaced in the future, and EBITDA and
Adjusted EBITDA do not reflect any cash requirements
for such replacements; and
• other companies in our industry may calculate EBITDA
and Adjusted EBITDA differently, limiting their usefulness
as comparative measures.
Because of these limitations, EBITDA and Adjusted EBITDA
should not be considered as discretionary cash available to
us to reinvest in the growth of our business or as measures
of cash that will be available to us to meet our obligations.
RESULTS OF OPERATIONS
Year Ended December 31, 2013 Compared with
Year Ended December 31, 2012
During the year ended December 31, 2013, we experienced
occupancy increases in all segments of our business, and we
were able to increase rates in market segments where
demand has outpaced supply. The hotel operating statistics
for our system-wide comparable hotels were as follows:
Owned and leased hotels
Occupancy
ADR
RevPAR
Managed and franchised hotels
Occupancy
ADR
RevPAR
System-wide
Occupancy
ADR
RevPAR
Year Ended
Variance
December 31, 2013 2013 vs. 2012
75.9%
$191.15
$145.00
71.9%
$130.68
$ 94.02
72.3%
$136.49
$ 98.65
0.9% pts
3.4%
4.6%
1.4% pts
3.3%
5.3%
1.3% pts
3.3%
5.2%
The system-wide increase in RevPAR was led by our Asia
Pacific region, which experienced an increase of 7.0 percent
due primarily to increased occupancy of 4.5 percentage
points. In the Americas region, which includes the U.S.,
RevPAR increased 5.2 percent due to increased occupancy
of 1.2 percentage points and increased ADR of 3.4 percent.
Our hotels in the MEA region experienced a RevPAR increase
of 6.4 percent, due to increased ADR of 13.1 percent, offset by
decreased occupancy of 3.7 percentage points. Our European
hotels experienced a RevPAR increase of 3.9 percent, pri-
marily due to increased occupancy of 2.2 percentage points.
Revenues
(in millions)
2013
2012
2013 vs. 2012
Year Ended December 31, Percent Change
Owned and leased hotels
Management and franchise
fees and other
Timeshare
$4,046
$3,979
1,175
1,109
1,088
1,085
$6,330
$6,152
1.7
8.0
2.2
2.9
Revenues as presented in this section excludes other
revenues from managed and franchised properties of
$3,405 million and $3,124 million during the years ended
December 31, 2013 and 2012, respectively.
Hilton Worldwide 2013
Annual Report
41
Timeshare
Timeshare revenue increased $24 million due to an increase
of approximately $63 million in sales commissions generated
from projects developed by third parties as a result of three
properties comprising 1,049 units commencing sales during
or after the year ended December 31, 2012. Additionally, there
was an increase of approximately $9 million in revenue from
our resort operations, primarily due to increases in club fees
and room rentals, as well as an increase of approximately
$9 million in financing and other revenues, primarily due to
increases in portfolio interest income. These increases were
offset by a decrease of approximately $57 million in revenue
from the sale of timeshare units developed by us due to
lower sales volume of our owned timeshare inventory,
which we expect to continue as we further develop our
capital light timeshare business with a focus on selling
timeshare intervals on behalf of third-party developers.
Operating Expenses
Year Ended December 31, Percent Change
(in millions)
2013
2012
2013 vs. 2012
Owned and leased hotels
Timeshare
$3,147
730
$3,230
758
(2.6)
(3.7)
Owned and leased hotels
Fluctuations in operating expenses at our owned and leased
hotels can be related to various factors, including changes
in occupancy levels, labor costs, utilities, taxes and insurance
costs. The change in the number of occupied room nights
directly affects certain variable expenses, which include
payroll, supplies and other operating expenses.
U.S. owned and leased hotel expenses totaled $1,410 million
and $1,370 million for the years ended December 31, 2013 and
2012, respectively. The increase of $40 million, or 2.9 percent,
was due to increased occupancy levels, which resulted in an
increase in variable operating expenses, including labor and
utility costs.
International owned and leased hotel expenses totaled
$1,737 million and $1,860 million for the years ended
December 31, 2013 and 2012, respectively. The decrease of
$123 million, or 6.6 percent, was due in part to foreign
currency movements, which contributed $49 million of the
decrease, as international owned and leased hotel expenses,
on a currency neutral basis, decreased $74 million. The
decrease in currency neutral expenses was primarily due
to the expiration of operating leases and sales of certain
properties in 2012, as well as cost mitigation strategies and
operational efficiencies employed at all of our owned and
leased properties.
Owned and leased hotels
During the year ended December 31, 2013, the overall improved
performance at our owned and leased hotels primarily was a
result of improvement in RevPAR of 4.6 percent at our
comparable owned and leased hotels.
As of December 31, 2013, we had 35 consolidated owned and
leased hotels located in the U.S., comprising 24,050 rooms.
Revenues at our U.S. owned and leased hotels for the years
ended December 31, 2013 and 2012 totaled $2,058 million and
$1,922 million, respectively. The increase of $136 million, or
7.1 percent, was primarily driven by an increase in RevPAR at
our U.S. comparable owned and leased hotels of 6.8 percent,
which was due to increases in occupancy and ADR of
1.6 percentage points and 4.5 percent, respectively.
As of December 31, 2013, we had 89 consolidated owned and
leased hotels located outside of the U.S., comprising 25,781
rooms. Revenues from our international (non-U.S.) owned
and leased hotels for the years ended December 31, 2013 and
2012 totaled $1,988 million and $2,057 million, respectively.
The decrease of $69 million, or 3.4 percent, was primarily due
to an unfavorable movement in foreign currency rates of
$63 million; on a currency neutral basis, revenue decreased
$6 million. The decrease in currency neutral revenue was a
result of a $44 million decrease in revenue from hotels that
we sold or where leases expired during the periods, offset by
an increase in revenues from our international comparable
owned and leased hotels, which had a RevPAR increase
of 8.0 percent. The RevPAR increase was a result of a
4.2 percentage point increase in occupancy and a 2.0 percent
increase in ADR.
Management and franchise fees and other
Management and franchise fee revenue for the years
ended December 31, 2013 and 2012 totaled $1,115 million and
$1,032 million, respectively. The increase of $83 million, or
8.0 percent, reflects increases in RevPAR of 6.0 percent and
5.0 percent at our comparable managed and franchised
properties, respectively. The increases in RevPAR for
managed and franchised hotels were driven by both
increases in occupancy and ADR.
The addition of new hotels to our managed and franchised
system also contributed to the growth in revenue. During 2013,
we added 45 managed properties on a net basis, contributing
an additional 10,196 rooms to our system, as well as 108 fran-
chised properties on a net basis, providing an additional 16,084
rooms to our system. As new hotels are established in our
system, we expect the fees received from such hotels to
increase as they are part of our system for full periods.
Other revenues for the years ended December 31, 2013
and 2012 were $60 million and $56 million, respectively.
The increase was primarily driven by an increase in revenues
received from our supply management business.
42
Hilton Worldwide 2013
Annual Report
Timeshare
Timeshare expense decreased $28 million primarily due to
lower sales volume at our developed properties resulting
in lower cost of sales, offset by an increase in sales and
marketing expenses, most significantly related to the shift
towards our capital light timeshare business.
Year Ended December 31, Percent Change
(in millions)
2013
Depreciation and amortization $603
2012
$550
2013 vs. 2012
9.6
Depreciation expense increased $28 million primarily due
to $254 million in capital expenditures during the year ended
December 31, 2013, resulting in additional depreciation expense
on certain owned and leased assets in 2013. Amortization
expense increased $25 million for the year ended December 31,
2013 primarily due to capitalized software costs that were
placed into service during the fourth quarter of 2012.
(in millions)
2013
2012
2013 vs. 2012
Year Ended December 31, Percent Change
Non-operating Income and Expenses
(in millions)
Interest expense
Year Ended December 31, Percent Change
2013
$620
2012
$569
2013 vs. 2012
9.0
Interest expense increased $51 million for the year ended
December 31, 2013 primarily due to the release of $23 million
of debt issuance costs and original issue discount related to
the portion of the Term Loans that was voluntarily prepaid
during the year ended December 31, 2013, as well as an
increase in the average interest rate on our outstanding
borrowings. These increases were offset by decreases in
interest expense as a result of voluntary prepayments of
$1.45 billion made in 2013 prior to our Debt Refinancing.
(in millions)
2013
2012
2013 vs. 2012
Year Ended December 31, Percent Change
Equity in earnings (losses)
from unconsolidated
affiliates
$16
$(11)
NM(1)
Impairment losses
$—
$54
NM(1)
(1) Fluctuation in terms of percentage change is not meaningful.
(1) Fluctuation in terms of percentage change is not meaningful.
During the year ended December 31, 2012, certain markets
and properties faced operating and competitive challenges.
Such challenges caused a decline in expected future results
of certain owned and leased properties and in the market
value of certain corporate buildings, which caused us to
evaluate the carrying values of these affected properties for
impairment. As a result of our evaluation, we recognized
impairment losses of $42 million related to our owned and
leased hotels, $11 million of impairment losses related to certain
corporate office facilities and $1 million of impairment losses
related to one cost method investment.
The $27 million increase in equity in earnings from
unconsolidated affiliates was primarily a result of $19 million
of impairment losses on our equity method investments
recognized during the year ended December 31, 2012.
Additionally, many of our equity method investments
experienced improved operating performance, resulting
in an increase in the equity in earnings from these
unconsolidated affiliates.
Year Ended December 31, Percent Change
(in millions)
2013
2012
2013 vs. 2012
Gain (loss) on foreign
currency transactions
$(45)
$23
NM(1)
Year Ended December 31, Percent Change
(1) Fluctuation in terms of percentage change is not meaningful.
(in millions)
2013
2012
2013 vs. 2012
General, administrative
and other
$748
$460
62.6
General and administrative expenses consist of our corporate
operations, compensation and related expenses, including
share-based compensation, and other operating costs.
General and administrative expenses were $697 million and
$398 million for the years ended December 31, 2013 and 2012,
respectively. The increase of $299 million was primarily due
to share-based compensation expense of approximately
$306 million related to the conversion of our executive
compensation plan concurrent with our IPO during the
fourth quarter of 2013. Other expenses for the years ended
December 31, 2013 and 2012 were $51 million and $62 million,
respectively. The decrease of $11 million was primarily due
to a reduction in payments required under performance
guarantees on certain managed properties between periods.
The net gain (loss) on foreign currency transactions
primarily relates to changes in foreign currency rates relating
to short-term cross-currency intercompany loans.
Year Ended December 31, Percent Change
(in millions)
2013
2012
2013 vs. 2012
Gain on debt extinguishment
$229
$—
NM(1)
(1) Fluctuation in terms of percentage change is not meaningful.
The gain on debt extinguishment was the result of the Debt
Refinancing which occurred in 2013. See Note 13: “Debt” in
our consolidated financial statements for further discussion.
Hilton Worldwide 2013
Annual Report
43
(in millions)
Other gain, net
Year Ended December 31, Percent Change
2013
$7
2012
$15
2013 vs. 2012
(53.3)
The other gain, net for the year ended December 31, 2013
was primarily related to a capital lease restructuring by one
of our consolidated variable interest entities (“VIEs”) during
the period. The revised terms reduced the future minimum
lease payments, resulting in a reduction of the capital lease
obligation and a residual amount, which was recorded in
other gain, net.
The other gain, net for the year ended December 31, 2012
was primarily related to the pre-tax gain of $5 million
resulting from the sale of our interest in an investment in
affiliate accounted for under the equity method, as well
as a $6 million gain due to the resolution of certain
contingencies relating to historical asset sales.
Year Ended December 31, Percent Change
(in millions)
Income tax expense
2013
$238
2012
$214
2013 vs. 2012
11.2
The $24 million increase in income tax expense was primarily
the result of an increase in U.S. federal and foreign taxes as a
result of higher taxable income, partially offset by the benefit
of releasing $121 million of valuation allowances against certain
foreign and state deferred tax assets during the year ended
December 31, 2013. Refer to Note 19: “Income Taxes” in our
consolidated financial statements for a reconciliation of our
tax provision at the U.S. statutory rate to our provision for
income taxes.
Segment Results
We evaluate our business segment operating performance
using segment Adjusted EBITDA, as described in Note 24:
“Business Segments” in our consolidated financial statements.
Refer to those financial statements for a reconciliation
of Adjusted EBITDA to net income attributable to Hilton
stockholders. For a discussion of our definition of EBITDA
and Adjusted EBITDA, how management uses it to manage
our business and material limitations on its usefulness, refer
to “—Key Business and Financial Metrics Used by Management”.
The following table sets forth revenues and Adjusted EBITDA
by segment, reconciled to consolidated amounts:
(in millions)
2013
2012
2013 vs. 2012
Year Ended December 31, Percent Change
Revenues:
Ownership(1)(4)
Management and franchise(2)
Timeshare
Segment revenues
Other revenues from
managed and franchised
properties
Other revenues(3)
Intersegment fees
elimination(1) (2) (3) (4)
Total revenues
$4,075
1,271
1,109
$4,006
1,180
1,085
6,455
6,271
3,405
69
3,124
66
(194)
(185)
$9,735
$9,276
Adjusted EBITDA:
Ownership(1) (2) (3) (4) (5)
Management and franchise(2)
Timeshare(1) (2)
Corporate and other (3) (4)
Adjusted EBITDA
$ 926
1,271
297
(284)
$ 793
1,180
252
(269)
$2,210
$1,956
1.7
7.7
2.2
2.9
9.0
4.5
4.9
4.9
16.8
7.7
17.9
5.6
13.0
(1) Includes charges to timeshare operations for rental fees and fees for other amenities,
which are eliminated in our consolidated financial statements. These charges totaled
$26 million and $24 million for the years ended December 31, 2013 and 2012,
r espectively. While the net effect is zero, our measures of segment revenues and
Adjusted EBITDA include these fees as a benefit to the ownership segment and a cost
to timeshare Adjusted EBITDA.
(2) Includes management, royalty and intellectual property fees of $100 million and
$96 million for the years ended December 31, 2013 and 2012, respectively. These
fees are charged to consolidated owned and leased properties and are eliminated in
our consolidated financial statements. Also includes a licensing fee of $56 million
and $52 million for the years ended December 31, 2013 and 2012, respectively,
which is charged to our timeshare segment by our management and franchise
segment and is eliminated in our consolidated financial statements. While the net
effect is zero, our measures of segment revenues and Adjusted EBITDA include
these fees as a benefit to the management and franchise segment and a cost to
ownership Adjusted EBITDA and timeshare Adjusted EBITDA.
(3) Includes charges to consolidated owned and leased properties for services provided
by our wholly owned laundry business of $9 million and $10 million for the years
ended December 31, 2013 and 2012, respectively. These charges are eliminated in
our consolidated financial statements.
(4) Includes various other intercompany charges of $3 million for the years ended
December 31, 2013 and 2012.
(5) Includes unconsolidated affiliate Adjusted EBITDA.
Ownership
Ownership segment revenues increased $69 million primarily
due to an improvement in RevPAR of 4.6 percent at our
comparable owned and leased hotels. Refer to “—Revenues—
Owned and leased hotels” for further discussion on the
increase in revenues from our owned and leased hotels. Our
ownership segment’s Adjusted EBITDA increased $133 million
primarily as a result of the increase in ownership segment
revenues and the decrease in operating expenses at our
owned and leased hotels of $83 million. Refer to “—Operating
Expenses—Owned and leased hotels” for further discussion
on the decrease in operating expenses.
44
Hilton Worldwide 2013
Annual Report
Management and franchise
Management and franchise segment revenues increased
$91 million primarily as a result of increases in RevPAR of
6.0 percent and 5.0 percent at our comparable managed and
franchised properties, respectively, and the net addition of
hotels to our managed and franchised system. Refer to “—
Revenues—Management and franchise and other” for further
discussion on the increase in revenues from our managed
and franchised properties. Our management and franchise
segment’s Adjusted EBITDA increased as a result of the
increase in management and franchise segment revenues.
Timeshare
Refer to “—Revenues—Timeshare” for a discussion of the
increase in revenues from our timeshare segment. Our
timeshare segment’s Adjusted EBITDA increased $45 million
primarily as a result of the $24 million increase in timeshare
revenue and the $28 million decrease in timeshare operating
expense. Refer to “—Operating Expenses—Timeshare” for a
discussion of the decrease in operating expenses from our
timeshare segment.
Year Ended December 31, 2012 Compared with
Year Ended December 31, 2011
During the year ended December 31, 2012, we experienced
occupancy increases in all segments of our business and
were able to increase rates in market segments where
demand outpaced supply. The hotel operating statistics for
our system-wide comparable hotels were as follows:
Year Ended
December 31, 2012
Variance
2012 vs. 2011
Owned and leased hotels
Occupancy
ADR
RevPAR
74.5%
$183.29
$136.55
Managed and franchised hotels
Occupancy
ADR
RevPAR
70.8%
$126.17
$ 89.34
System-wide
Occupancy
ADR
RevPAR
71.1%
$131.35
$ 93.38
2.3% pts
1.0%
4.2%
1.9% pts
3.0%
5.8%
1.9% pts
2.9%
5.7%
The system-wide increase in occupancy was led by our Asia
Pacific region, which had an increase of 4.8 percentage points,
and was lagged by our European hotels, which had a growth
in occupancy of 1.3 percentage points. Our European hotels
experienced a 2.5 percent increase in RevPAR, partially
attributable to the 2012 Summer Olympics held in London.
While political unrest in portions of the Middle East continued
throughout 2012, the MEA region experienced a 2.8 percent
increase in RevPAR.
As of December 31, 2012, we had 10 hotels in Japan,
five of which were included in our ownership segment.
Additionally, HGV had eight sales centers and offices in
Japan. None of our hotels or offices in Japan were damaged
in the March 2011 earthquake and tsunami. Our Japanese
operations stabilized during the third quarter of 2011 and,
from that time on, our Japanese hotels have experienced
continued improvement in RevPAR, which increased
14.9 percent and supported the increase in RevPAR of
8.7 percent in our Asia Pacific region between periods.
The Asia Pacific region experienced the largest increase
in RevPAR of all our regions from 2011.
Revenues
(in millions)
2012
2011
2012 vs. 2011
Year Ended December 31, Percent Change
Owned and leased hotels
Management and franchise
fees and other
Timeshare
$3,979
$3,898
1,088
1,085
1,014
944
$6,152
$5,856
2.1
7.3
14.9
5.1
Revenues as presented in this section, excludes other revenues
from managed and franchised properties of $3,124 million and
$2,927 million during the years ended December 31, 2012 and
2011, respectively.
Owned and leased hotels
During the year ended December 31, 2012, the improved
performance of our owned and leased hotels primarily was
a result of improvement in RevPAR of 4.2 percent at our
comparable owned and leased hotels.
As of December 31, 2012, we had 35 consolidated owned and
leased hotels located in the U.S., comprising 24,054 rooms.
Revenue at our U.S. owned and leased hotels for the years
ended December 31, 2012 and 2011 totaled $1,922 million and
$1,822 million, respectively. The increase of $100 million, or
5.5 percent, was primarily driven by an increase in RevPAR of
5.1 percent, which was due to increases in ADR and occupancy
at our U.S. comparable owned and leased hotels of 1.5 percent
and 2.7 percentage points, respectively. These increases were
primarily driven by business from transient guests as room
revenue from transient guests at our U.S. comparable owned
and leased hotels increased 10.4 percent, due to increases
in transient ADR of 2.9 percent and transient occupancy of
7.3 percent. The increased transient room revenue was in
part offset by decreases in room revenue from group travel
at our U.S. comparable owned and leased hotels of 3.0 percent
during the year ended December 31, 2012, compared to the
year ended December 31, 2011. The decrease in group room
revenue at our U.S. comparable owned and leased hotels
was primarily due to one large group at one hotel driving
significant group room revenue in 2011 that did not recur in
2012. Excluding this one hotel from the prior year results,
our group room revenue at our U.S. comparable owned and
leased hotels increased 2.0 percent.
Hilton Worldwide 2013
Annual Report
45
As of December 31, 2012, we had 94 consolidated owned
and leased hotels located outside of the U.S., comprising
26,565 rooms. Revenue from our international owned and
leased hotels totaled $2,057 million and $2,076 million for
the years ended December 31, 2012 and December 31, 2011,
respectively. The revenue decrease of $19 million, or
0.9 percent, was primarily due to an unfavorable movement
in foreign currency rates of $76 million. On a currency neutral
basis, international owned and leased hotel revenue increased
$57 million, or 2.9 percent. The increase was primarily driven
by an increase in RevPAR of 3.4 percent, which was due to
an increase in occupancy at our comparable international
owned and leased hotels of 1.9 percentage points, while
ADR remained relatively consistent period over period. The
increase was also due to recovery in Japan as operations
stabilized in the third quarter of 2011 after the natural disasters
negatively affected revenues for the first half of 2011. This
recovery resulted in an increase in RevPAR at our comparable
Japanese owned and leased hotels of 18.2 percent, which
was driven by an increase in occupancy and ADR of
10.5 percentage points and 2.1 percent, respectively.
Management and franchise fees and other
Management and franchise fee revenue for the years
ended December 31, 2012 and 2011 totaled $1,032 million and
$965 million, respectively. The increase of $67 million, or
6.9 percent, in our management and franchise business
reflects increases in RevPAR of 4.9 percent and 6.2 percent
at our comparable managed and franchised properties,
respectively. The increases in RevPAR for both comparable
periods for managed and franchised hotels were primarily
driven by increased occupancy and rates charged to guests.
The addition of new hotels to our managed and franchised
system also contributed to the growth in revenue. We added
13 managed properties on a net basis, contributing an addi-
tional 4,265 rooms to our system, as well as 107 franchised
properties on a net basis, providing an additional 14,007
rooms to our system. As new hotels are established in our
system, we expect the fees received from such hotels to
increase as they are part of our system for full periods.
Other revenues were $56 million and $49 million, respectively,
for the years ended December 31, 2012 and 2011.
Timeshare
Timeshare revenue for the year ended December 31, 2012
was $1,085 million, an increase of $141 million, or 14.9 percent,
from $944 million during the year ended December 31, 2011.
This increase was primarily due to a $66 million increase in
revenue from the sale of timeshare units developed by us, as
well as an increase of $46 million in sales commissions and
fees earned on projects developed by third parties. Additionally,
our revenue from resorts operations and financing and other
revenues both increased $9 million.
46
Hilton Worldwide 2013
Annual Report
Operating Expenses
Year Ended December 31, Percent Change
(in millions)
2012
2011
2012 vs. 2011
Owned and leased hotels
Timeshare
$3,230
758
$3,213
668
0.5
13.5
U.S. owned and leased hotel expense totaled $1,370 million
and $1,345 million, respectively, for the years ended
December 31, 2012 and 2011. The increase of $25 million, or
1.9 percent, was partially due to increased occupancy of
2.7 percentage points at our comparable U.S. owned and
leased hotels, which resulted in an increase in labor and
utility costs. The increase was also due to increases to sales
and marketing expenses, insurance expenses and property
taxes at our U.S. owned and leased hotels.
International owned and leased hotel expense decreased
$8 million, or 0.4 percent, to $1,860 million from $1,868 million,
respectively, for the year ended December 31, 2012 compared
to the year ended December 31, 2011. However, there were
foreign currency movements of $66 million between the
years ended December 31, 2012 and 2011, which decreased
owned and leased hotel expenses. International owned and
leased hotel expenses, on a currency neutral basis, increased
$58 million. The increase in currency neutral expense was
primarily due to increased occupancy of 1.9 percentage
points at our comparable international owned and leased
hotels, which resulted in an increase in variable operating
expenses and energy costs. The increase was also due to
increases in rent expenses, certain of which have a variable
component based on hotel revenues or profitability, as well
as repair and maintenance expenses, insurance expenses and
property taxes at our international owned and leased hotels.
Timeshare expense increased $90 million for the year ended
December 31, 2012, compared to the year ended December 31,
2011, primarily due to increased sales, marketing, general
and administrative costs associated with the increase in
timeshare revenue during the same period.
Year Ended December 31, Percent Change
(in millions)
2012
Depreciation and amortization
$550
2011
$564
2012 vs. 2011
(2.5)
Depreciation and amortization expense decreased $14 million
for the year ended December 31, 2012, compared to the year
ended December 31, 2011. Depreciation expense, including
amortization of assets recorded under capital leases, decreased
$33 million primarily due to capital lease amendments which
resulted in extending asset useful lives in the second half of
2011, as well as 2011 impairments, which resulted in lower
depreciable asset bases for 2012. These instances led to lower
depreciation expense on the same assets for the year ended
December 31, 2012 compared to the year ended December 31,
2011. Amortization expense increased $19 million primarily
due to capitalized software that was placed in service during
the year ended December 31, 2012.
Year Ended December 31, Percent Change
Non-operating Income and Expenses
(in millions)
Impairment losses
2012
$54
2011
$20
2012 vs. 2011
NM(1)
(1) Fluctuation in terms of percentage change is not meaningful.
(in millions)
Interest expense
Year Ended December 31, Percent Change
2012
$569
2011
$643
2012 vs. 2011
(11.5)
During the year ended December 31, 2012, certain specific
markets and properties, particularly in Europe, continued to
face operating and competitive challenges. Such challenges
caused a decline in market value of certain corporate
buildings in the current year and in expected future results
for certain owned and leased properties, which caused us to
evaluate the carrying values of these affected properties for
impairment. During 2012, we recognized impairment losses
of $42 million related to our owned and leased hotels,
$11 million of impairment losses related to certain corporate
office facilities, and $1 million of impairment losses related to
one cost method investment. During 2011, we recognized
impairment losses of $17 million related to our owned and
leased hotels and $3 million on timeshare properties.
Year Ended December 31, Percent Change
(in millions)
2012
2011
2012 vs. 2011
General, administrative
and other
$460
$416
10.6
General and administrative expenses consist of our corporate
operations, compensation and related expenses, including
share-based compensation, and other operating costs.
General and administrative expenses for the years ended
December 31, 2012 and 2011 totaled $398 million and $377 million,
respectively. In 2011, we recorded a one-time $20 million
insurance recovery related to a prior year legal settlement.
Excluding this recovery, general and administrative expenses
increased $1 million for the year ended December 31, 2012,
compared to the year ended December 31, 2011. The increase
includes a $31 million increase in share-based compensation
expense due to the acceleration of certain payments under
our share-based compensation plan. These increases were
offset by decreases in employee retirement costs from the
acceleration of a $13 million prior service credit relating to
the freeze of our employee benefit plan that covers workers
in the United Kingdom (the “U.K. Plan”) agreed to in March
2012, reorganization costs of $16 million that were recorded
in 2011 and other operating costs.
Other expenses were $62 million and $39 million, respectively,
for the years ended December 31, 2012 and 2011. This increase
of $23 million was due to an increase of $16 million in various
operating expenses incurred for the incidental support of hotel
operations and an increase of $3 million for guarantee payments.
Interest expense decreased $74 million for the year ended
December 31, 2012, compared to the year ended December 31,
2011. The decrease in interest expense was attributable to debt
payments during the fourth quarter 2011, which resulted in
lower 2012 debt principal balances to which interest rates
were applied.
The weighted average effective interest rate on our outstanding
debt was approximately 3.4 percent and 3.7 percent for the
years ended December 31, 2012 and 2011, respectively.
Year Ended December 31, Percent Change
(in millions)
2012
2011
2012 vs. 2011
Equity in losses from
unconsolidated affiliates
$11
$145
(92.4)
The $134 million decrease in the loss from prior year was
primarily due to other-than-temporary impairments on
our equity investments of $19 million for the year ended
December 31, 2012, as compared to other-than-temporary
impairments of $141 million for the year ended December 31,
2011 resulting from declines in certain joint ventures current
and expected future operating results.
(in millions)
2012
2011
2012 vs. 2011
Year Ended December 31, Percent Change
Gain (loss) on foreign
currency transactions
$23
$(21)
NM(1)
(1) Fluctuation in terms of percentage change is not meaningful.
The net gain (loss) on foreign currency transactions primarily
relates to changes in foreign currency rates relating to short-
term cross-currency intercompany loans.
(in millions)
Other gain, net
Year Ended December 31, Percent Change
2012
$15
2011
$19
2012 vs. 2011
(21.1)
The other gain, net for the year ended December 31, 2012
was primarily related to a pre-tax gain of $5 million resulting
from the sale of our interest in an investment in affiliate
accounted for under the equity method, as well as a $6 million
gain due to the resolution of certain contingencies relating
to historical asset sales.
The other gain, net for the year ended December 31, 2011 was
primarily due to a gain of $16 million on the sale of our former
headquarters building in Beverly Hills, California, as well a
gain of $13 million related to the restructuring of a capital
lease. These gains were offset by a loss of $10 million related to
the sale of our interest in a hotel development joint venture.
Hilton Worldwide 2013
Annual Report
47
Year Ended December 31, Percent Change
(in millions)
2012
2011
2012 vs. 2011
Income tax benefit (expense)
$(214)
$59
NM(1)
(1) Fluctuation in terms of percentage change is not meaningful.
Our income tax expense for the year ended December 31, 2012
was primarily a result of $201 million related to our U.S. federal
income tax provision. For the year ended December 31, 2011,
our income tax expense, which was primarily related to
$69 million and $50 million in U.S. federal and foreign income
tax provision, respectively, was offset by a release of $182 million
in valuation allowance against our deferred tax assets related
to U.S. federal foreign tax credits resulting in an overall tax
benefit. Based on our consideration of all positive and negative
evidence available, we believe that it is more likely than not we
will be able to realize our U.S. federal foreign tax credits.
Segment Results
The following table sets forth revenues and Adjusted EBITDA
by segment, reconciled to consolidated amounts:
(in millions)
2012
2011
2012 vs. 2011
Year Ended December 31, Percent Change
Revenues:
Ownership(1)(4)
Management and franchise(2)
Timeshare
$4,006
1,180
1,085
6,271
Segment revenues
Other revenues from managed
and franchised properties 3,124
Other revenues(3)
66
Intersegment fees
elimination(1)(2)(3)(4)
(185)
$3,926
1,095
944
5,965
2,927
58
(167)
Total revenues
$9,276
$8,783
Adjusted EBITDA
Ownership(1)(2)(3)(4)(5)
Management and franchise(2)
Timeshare(1)(2)
Corporate and other(3)(4)
$ 793
1,180
252
(269)
$ 725
1,095
207
(274)
Adjusted EBITDA
$1,956
$1,753
2.0
7.8
14.9
5.1
6.7
13.8
10.8
5.6
9.4
7.8
21.7
(1.8)
11.6
(1) Includes charges to timeshare operations for rental fees and fees for other amenities,
which are eliminated in our consolidated financial statements. These charges totaled
$24 million and $27 million for the years ended December 31, 2012 and 2011,
respectively. While the net effect is zero, our measures of segment revenues and
Adjusted EBITDA include these fees as a benefit to the ownership segment and
a cost to timeshare Adjusted EBITDA.
(2) Includes management, royalty and intellectual property fees of $96 million and
$88 million for the years ended December 31, 2012 and 2011, respectively. These fees
are charged to consolidated owned and leased properties and are eliminated in our
consolidated financial statements. Also includes a licensing fee of $52 million and
$43 million for the years ended December 31, 2012 and 2011, respectively, which is
charged to our timeshare segment by our management and franchise segment and is
eliminated in our consolidated financial statements. While the net effect is zero, our
measures of segment revenues and Adjusted EBITDA include these fees as a benefit to
the management and franchise segment and a cost to ownership Adjusted EBITDA
and timeshare Adjusted EBITDA.
(3) Includes charges to consolidated owned and leased properties for services provided
by our wholly owned laundry business of $10 million and $9 million for the years
ended December 31, 2012 and 2011, respectively. These charges are eliminated in
our consolidated financial statements.
(4) Includes various other intercompany charges of $3 million for the year ended
December 31, 2012.
(5) Includes unconsolidated affiliate Adjusted EBITDA.
48
Hilton Worldwide 2013
Annual Report
Ownership
Ownership segment revenues increased primarily due to an
improvement in RevPAR of 4.2 percent at our comparable
owned and leased hotels. Refer to “—Revenues—Owned
and leased hotels” for further discussion on the increase in
revenues from our owned and leased hotels. Our ownership
segment’s Adjusted EBITDA increased primarily as a result of
the increase in ownership segment revenues of $80 million
offset by an increase in operating expenses of $17 million at
our owned and leased hotels. Refer to “—Operating
Expenses—Owned and leased hotels” for further discussion
on the increase in operating expenses at our owned and
leased hotels.
Management and franchise
Management and franchise segment revenues increased
primarily as a result of increases in RevPAR of 4.9 percent
and 6.2 percent at our comparable managed and franchised
properties, respectively, and the net addition of hotels to our
managed and franchised system. Refer to “—Revenues—
Management and franchise fees and other” for further discus-
sion on the increase in revenues from our comparable managed
and franchised properties. Our management and franchise
segment’s Adjusted EBITDA increased as a result of the
increase in management and franchise segment revenues.
Timeshare
Refer to “—Revenues—Timeshare” for a discussion of the
increase in revenues from our timeshare segment. Our time-
share segment’s Adjusted EBITDA increased as a result of
the $141 million increase in timeshare revenue, offset by a
$90 million increase in timeshare operating expenses. Refer
to “—Operating Expenses—Timeshare” for a discussion of the
increase in operating expenses from our timeshare segment.
SUPPLEMENTAL FINANCIAL DATA FOR
UNRESTRICTED U.S. REAL ESTATE SUBSIDIARIES
As of December 31, 2013, we owned majority or controlling
financial interests in 49 hotels, representing 27,173 rooms.
See “Part I—Item 2. Properties” for more information on each
of our owned hotels. Of these owned properties, 24 hotels,
including The Waldorf Astoria New York, representing an
aggregate of 20,035 rooms as of December 31, 2013, are
owned by subsidiaries that we collectively refer to as our
“Unrestricted U.S. Real Estate Subsidiaries.” The properties
held by our Unrestricted U.S. Real Estate Subsidiaries secure
our $3.5 billion CMBS Loan and the $525 million Waldorf
Astoria Loan, are not included in the collateral securing our
Senior Secured Credit Facility and the Unrestricted U.S. Real
Estate Subsidiaries do not guarantee obligations under our
Senior Secured Credit Facility or our Senior Notes. In addi-
tion, the Unrestricted U.S. Real Estate Subsidiaries are not
subject to any of the restrictive covenants in the indenture
that governs our Senior Notes. For further discussion, see
“—Liquidity and Capital Resources” and Note 13: “Debt” in
our consolidated financial statements.
We have included this supplemental financial data to comply
with certain financial information requirements regarding
our Unrestricted U.S. Real Estate Subsidiaries set forth in
the indenture that governs our Senior Notes. For the year
ended December 31, 2013, the Unrestricted U.S. Real Estate
Subsidiaries represented 19.3 percent of our total revenues,
44.8 percent of net income attributable to Hilton stockholders
and 25.3 percent of our Adjusted EBITDA, and as of December 31,
2013, represented 32.6 percent of our total assets and
29.1 percent of our total liabilities.
The following table presents supplemental unaudited financial
data, as required by the indenture, for our Unrestricted U.S.
Real Estate Subsidiaries:
(in millions)
Revenues
Net income attributable
to Hilton stockholders
Capital expenditures for
property and equipment
Adjusted EBITDA(1)
Cash provided by (used in):
Operating activities
Investing activities
Financing activities
Year Ended December 31,
2013
2012
2011
$1,880
$1,754
$1,666
186
134
560
364
(162)
(186)
159
126
264
464
343
(264)
(64)
251
409
371
(263)
(120)
(1) The following table provides a reconciliation of our Unrestricted U.S. Real Estate
Subsidiaries’ EBITDA and Adjusted EBITDA to net income attributable to Hilton
stockholders, which we believe is the most closely comparable U.S. GAAP measure.
Year Ended December 31,
2013
$ 560
2012
2011
$ 464
$ 409
—
(13)
547
(31)
(132)
(198)
—
(7)
457
—
(114)
(184)
(7)
—
402
—
(90)
(185)
(in millions)
Adjusted EBITDA
Impairment losses included in
equity in earnings (losses) from
unconsolidated affiliates
Other adjustment items
EBITDA
Interest expense(1)
Income tax expense
Depreciation and amortization
Depreciation and amortization
included in equity in
earnings (losses) from
unconsolidated affiliates
Net income attributable to
Hilton stockholders
$ 186
$ 159
$ 126
(1) Interest expense on the Unrestricted U.S. Real Estate Subsidiaries reflects
$4,025 million of long-term debt securing these properties in connection with the
Debt Refinancing on October 25, 2013. Prior to the Debt Refinancing, the
Unrestricted U.S. Real Estate Subsidiaries did not have outstanding long-term
debt during the periods presented.
The following table presents supplemental unaudited financial
data, as required by the indenture, for our Unrestricted U.S.
Real Estate Subsidiaries:
(in millions)
Assets
Liabilities
December 31,
2013
2012
$8,649
6,496
$8,562
2,453
LIQUIDITY AND CAPITAL RESOURCES
Overview
As of December 31, 2013, we had total cash and cash
equivalents of $860 million, including $266 million of restricted
cash and cash equivalents. The majority of our restricted
cash and cash equivalents balances relates to cash collateral
on our self-insurance programs and escrowed cash from
our timeshare operations.
Our known short-term liquidity requirements primarily
consist of funds necessary to pay for operating expenses and
other expenditures, including corporate expenses, payroll
and related benefits, legal costs, operating costs associated
with the management of hotels, interest and scheduled
principal payments on our outstanding indebtedness, contract
acquisition costs and capital expenditures for renovations
and maintenance at our owned and leased hotels. Our
long-term liquidity requirements primarily consist of funds
necessary to pay for scheduled debt maturities, capital
improvements at our owned and leased hotels, purchase
commitments, costs associated with potential acquisitions
and corporate capital expenditures.
We finance our business activities primarily with existing
cash and cash generated from our operations. We believe
that this cash will be adequate to meet anticipated require-
ments for operating expenses and other expenditures,
including corporate expenses, payroll and related benefits,
legal costs and purchase commitments for the foreseeable
future. The objectives of our cash management policy are to
maintain the availability of liquidity, minimize operational
costs and use available cash to pay down our outstanding
debt. Further, we have an investment policy that is focused
on the preservation of capital and maximizing the return on
new and existing investments across all three of our business
segments. Additionally, we have no amounts drawn under
our Revolving Credit Facility as of December 31, 2013 and we
have the ability to borrow up to $957 million after giving
effect to $43 million of outstanding letters of credit under
our Revolving Credit Facility.
Initial Public Offering
On December 17, 2013, we completed our IPO, which
generated net proceeds of approximately $1,243 million to
us after underwriting discounts, expenses and transaction
costs, which we used, in conjunction with available cash,
to repay approximately $1,250 million of the Term Loans.
Debt Refinancing
Upon completion of the Debt Refinancing, we repaid in full
all $13.4 billion in borrowings under our legacy senior mort-
gage loans and secured mezzanine loans and redeemed the
full $96 million in aggregate principal amount outstanding of
our bonds due 2031 using the proceeds from our offering of
$1.5 billion of Senior Notes, borrowings under our new
Hilton Worldwide 2013
Annual Report
49
—
—
(1)
Recent Events Affecting Our Liquidity and
Capital Resources
Senior Secured Credit Facility, which consists of the
$7.6 billion Term Loans and the $1.0 billion Revolving Credit
Facility, the $3.5 billion CMBS Loan and a $525 million
Waldorf Astoria Loan, together with additional borrowings
of $300 million under our Timeshare Facility and cash on
hand. For further information on the Debt Refinancing, see
Note 13: “Debt” in our consolidated financial statements.
Hilton HHonors Points Sales
In October 2013, we sold Hilton HHonors points to Amex
and Citi for $400 million and $250 million, respectively, in
cash. Amex and Citi and their respective designees may use
the points in connection with Hilton HHonors co-branded
credit cards and for promotions, rewards and incentive
programs or certain other activities as they may establish
or engage in from time to time. We used the net proceeds
of the Hilton HHonors points sales to reduce outstanding
indebtedness in connection with the Debt Refinancing.
Sources and Uses of Our Cash and Cash Equivalents
The following table summarizes our net cash flows and key metrics related to our liquidity:
(in millions)
Net cash provided by operating activities
Net cash used in investing activities
Net cash used in financing activities
Working capital surplus(2)
(1) Fluctuation in terms of percentage change is not meaningful.
(2) Total current assets less total current liabilities.
As of and for the year ended December 31,
Percent Change
2013
$ 2,101
(382)
(1,863)
241
2012
$1,110
(558)
(576)
478
2011
$1,167
(463)
(714)
826
2013 vs. 2012
2012 vs. 2011
89.3
(31.5)
NM(1)
(49.6)
(4.9)
20.5
(19.3)
(42.1)
Our ratio of current assets to current liabilities was 1.11, 1.20
and 1.37 as of December 31, 2013, 2012 and 2011, respectively.
Operating Activities
Cash flow from operating activities is primarily generated
from management and franchise revenues, operating
income from our owned and leased hotels and resorts and
sales of timeshare units. In a recessionary market, we may
experience significant declines in travel and, thus, declines in
demand for our hotel and resort rooms and timeshare units.
A decline in demand could have a material effect on our cash
flow from operating activities.
Net cash provided by operating activities was $2,101 million
for the year ended December 31, 2013, compared to
$1,110 million for the year ended December 31, 2012. The
$991 million increase was primarily due to $650 million
received from the Hilton HHonors points sales, which
increased our deferred revenues, and improved operating
income, excluding non-cash share based compensation
expense of $262 million. Net cash provided by operating
activities also increased during the year ended December 31,
2013 as a result of the releases of $42 million in collateral
against outstanding letters of credit and $20 million of
restricted cash from our timeshare operations. Additionally,
during the year ended December 31, 2012, our cash provided
by operating activities was reduced by $76 million for col-
lateral required to support potential future contributions to
certain of our employee benefit plans. For further discussion,
see Note 20: “Employee Benefit Plans” in our consolidated
financial statements.
The net $57 million decrease in cash provided by operating
activities during the year ended December 31, 2012, compared
to the year ended December 31, 2011, was primarily due to
changes in various working capital components and an
increase in the change in restricted cash and cash equivalents
of $65 million, which were partially offset by an increase in
operating income of $125 million.
Investing Activities
Net cash used in investing activities during the year ended
December 31, 2013 was $382 million, compared to $558 million
during the year ended December 31, 2012. The $176 million
decrease in net cash used in investing activities was primarily
attributable to a decrease in capital expenditures for property
and equipment of $179 million, as a result of the completion
of renovations at certain of our owned and leased properties
in 2012, and a decrease in software capitalization costs of
$25 million, as a result of corporate software projects that
were completed in 2012. Additionally, there was an increase
in distributions from unconsolidated affiliates of $25 million,
primarily related to the sales of our interests in two joint
venture entities. The decrease in net cash used in investing
activities was partially offset by an increase in acquisitions of
$30 million, primarily due to the acquisition of a parcel of
land that we previously held under a long-term ground lease
for $28 million.
The $95 million increase in net cash used in investing activities
during the year ended December 31, 2012, compared to the
year ended December 31, 2011, was primarily attributable to
an increase in capital expenditures for property and equipment
of $44 million, a decrease in proceeds from asset dispositions
of $65 million and a decrease in distributions from uncon-
solidated affiliates of $15 million. The majority of the increase
in capital expenditures related to improvements at existing
hotel properties. The decrease in proceeds from asset
dispositions was a result of proceeds of $65 million from the
sale of our former corporate headquarters office building in
50
Hilton Worldwide 2013
Annual Report
2011, while the decrease in distributions from unconsolidated
affiliates resulted from the sale of our interest in a joint
venture entity of $8 million in 2012, compared to proceeds
from the sale of our interest in a hotel development joint
venture of $23 million in 2011.
For the years ended December 31, 2013, 2012 and 2011, we
capitalized labor costs relating to our investing activities,
including capital expenditures and software development,
of $15 million, $14 million and $14 million, respectively.
Financing Activities
Net cash used in financing activities during the year ended
December 31, 2013 was $1,863 million, compared to $576 million
during the year ended December 31, 2012. The $1,287 million
increase in cash used in financing activities was primarily
attributable to a $2,357 million increase in net repayments of
debt, primarily related to an increase in unscheduled, voluntary
debt repayments on our Secured Debt, the repayment of the
Secured Debt in connection with the Debt Refinancing and
unscheduled, voluntary repayments of $350 million on our
Term Loans subsequent to the Debt Refinancing. The increase
in net debt repayments was offset by $1,243 million in proceeds
from our IPO, which was used to repay amounts outstanding
on our Term Loans. Additionally, we paid $180 million of debt
issuance costs related to the Debt Refinancing.
Net cash used in financing activities during the year ended
December 31, 2012 decreased $138 million compared to the
year ended December 31, 2011, due to a change in restricted
cash and cash equivalents that increased cash available for
financing activities by $212 million, as well as an increase in
borrowings of $56 million, primarily related to our consolidated
VIEs. The change in restricted cash and cash equivalents was
primarily due to a decrease of $174 million in our prefunded
cash reserves, which was a result of using the reserves for
capital expenditures. The increases in cash provided by
financing activities were partially offset by an increase in our
debt repayments of $128 million, which primarily related to
an increase in non-recourse debt repayments related to our
consolidated VIEs of $90 million.
Capital Expenditures
Our capital expenditures for property and equipment of
$254 million, $433 million and $389 million made during the
years ended December 31, 2013, 2012 and 2011 primarily
included expenditures related to the renovation of existing
owned and leased properties and our corporate facilities.
Our software capitalization costs of $78 million, $103 million
and $93 million during the years ended December 31, 2013,
2012 and 2011 related to various systems initiatives for
the benefit of our hotel owners and our overall corporate
operations. As of December 31, 2013, we had outstanding
commitments under construction contracts of approximately
$121 million for capital expenditures at certain owned and
leased properties, including our consolidated VIEs. Our con-
tracts contain clauses that allow us to cancel all or some
portion of the work. If cancellation of a contract occurred,
our commitment would be any costs incurred up to the
cancellation date, in addition to any costs associated with
the discharge of the contract.
Senior Secured Credit Facility
Our Revolving Credit Facility provides for $1.0 billion in
borrowings, including the ability to draw up to $150 million in
the form of letters of credit. As of December 31, 2013, we had
$43 million of letters of credit outstanding on our Revolving
Credit Facility, leaving us with a borrowing capacity of
$957 million. We are currently required to pay a commitment
fee of 0.50 percent per annum under the Revolving Credit
Facility in respect of the unused commitments thereunder.
The commitment fee can be reduced upon achievement
of certain leverage ratios. For further information on the
Senior Secured Credit Facility, refer to Note 13: “Debt” in our
consolidated financial statements.
Debt
As of December 31, 2013, our total indebtedness, excluding
$302 million of our share of debt of our investments in affili-
ates, was approximately $12.7 billion, including $968 million
of non-recourse debt. For further information on our total
indebtedness and the Debt Refinancing, refer to Note 13:
“Debt” in our consolidated financial statements.
The obligations of the Senior Secured Credit Facility are
unconditionally and irrevocably guaranteed by us and all of
our direct or indirect wholly owned material domestic sub-
sidiaries, excluding our subsidiaries that are prohibited from
providing guarantees as a result of the agreements governing
our Timeshare Facility and/or our Securitized Timeshare
Debt and our subsidiaries that secure our CMBS Loan and
our Waldorf Astoria Loan. Additionally, none of our foreign
subsidiaries or our non-wholly owned domestic subsidiaries
guarantee the Senior Secured Credit Facility.
If we are unable to generate sufficient cash flow from
operations in the future to service our debt, we may be
required to reduce capital expenditures, issue additional
equity securities or draw on our Revolving Credit Facility.
Our ability to make scheduled principal payments and to pay
interest on our debt depends on the future performance of
our operations, which is subject to general conditions in or
affecting the hotel and timeshare industries that are beyond
our control.
Letters of Credit
We had a total of $51 million in letters of credit outstanding
as of December 31, 2013 and 2012, the majority of which relate
to our self-insurance programs. Included in the $51 million
outstanding as of December 31, 2013 was $43 million outstand-
ing under the Revolving Credit Facility. The remaining letters
of credit outstanding as of December 31, 2013 and all letters
of credit outstanding as of December 31, 2012 were issued
outside the Revolving Credit Facility. The maturities of the
letters of credit were within one year as of December 31, 2013.
Hilton Worldwide 2013
Annual Report
51
Contractual Obligations
The following table summarizes our significant contractual obligations as of December 31, 2013:
(in millions)
Long-term debt(1) (2)
Non-recourse debt(2)
Capital lease obligations
Recourse
Non-recourse
Operating leases
Purchase commitments
Total contractual obligations
Total
$14,685
714
148
402
3,286
137
$19,372
Payments Due by Period
Less Than 1 Year
1-3 Years
3-5 Years
More Than 5 Years
$479
39
8
26
264
74
$890
$1,087
524
22
52
494
60
$4,993
54
12
52
453
—
$ 8,126
97
106
272
2,075
3
$2,239
$5,564
$10,679
(1) The initial maturity date of the $875 million variable-rate component of the CMBS loan is November 1, 2015. We have assumed all extensions, which are solely at our option,
were exercised.
(2) Includes principal, as well as estimated interest payments. For our variable-rate debt we have assumed a constant 30-day LIBOR rate of 0.17 percent as of December 31, 2013.
The total amount of unrecognized tax benefits as of
December 31, 2013 was $435 million. These amounts are
excluded from the table above because they are uncertain
and subject to the findings of the taxing authorities in the
jurisdictions in which we are subject to tax. It is possible that
the amount of the liability for unrecognized tax benefits
could change during the next year. Refer to Note 19: “Income
Taxes” in our consolidated financial statements further dis-
cussion of our liability for unrecognized tax benefits.
In addition to the purchase commitments in the table above,
in the normal course of business we enter into purchase
commitments for which we are reimbursed by the owners
of our managed and franchised hotels. These obligations
have minimal or no effect on our net income and cash flow.
Off-Balance Sheet Arrangements
Our off-balance sheet arrangements as of December 31, 2013
included letters of credit of $51 million, guarantees of $27 mil-
lion for debt and obligations of third parties, performance
guarantees with possible cash outlays totaling approxi-
mately $150 million, of which we have accrued $60 million
as of December 31, 2013 for estimated probable exposure,
and construction contract commitments of approximately
$121 million for capital expenditures at our owned, leased
and consolidated VIE hotels. Additionally, during 2010, in
conjunction with a lawsuit settlement, an affiliate of our
Sponsor entered into service contracts with the plaintiff. As
part of the settlement, we entered into a guarantee with the
plaintiff to pay any shortfall that this affiliate does not fund
related to those service contracts. The remaining potential
exposure under this guarantee as of December 31, 2013 was
approximately $48 million. See Note 25: “Commitments and
Contingencies” in our consolidated financial statements for
further discussion on these amounts.
CRITICAL ACCOUNTING POLICIES
AND ESTIMATES
The preparation of our consolidated financial statements in
accordance with U.S. GAAP requires us to make estimates
and assumptions that affect the reported amounts of assets
and liabilities as of the date of the consolidated financial
statements, the reported amounts of revenues and expenses
during the reporting periods and the related disclosures in
the consolidated financial statements and accompanying
footnotes. We believe that of our significant accounting pol-
icies, which are described in Note 2: “Basis of Presentation
and Summary of Significant Accounting Policies” in our con-
solidated financial statements, the following accounting
policies are critical because they involve a higher degree of
judgment, and the estimates required to be made were
based on assumptions that are inherently uncertain. As a
result, these accounting policies could materially affect our
financial position, results of operations and related disclosures.
On an ongoing basis, we evaluate these estimates and
judgments based on historical experiences and various other
factors that are believed to reflect the current circumstances.
While we believe our estimates, assumptions and judgments
are reasonable, they are based on information presently
available. Actual results may differ significantly from these
estimates due to changes in judgments, assumptions and
conditions as a result of unforeseen events or otherwise,
which could have a material effect on our financial position
or results of operations.
Management has discussed the development and selection
of these critical accounting policies and estimates with the
audit committee of the board of directors.
52
Hilton Worldwide 2013
Annual Report
Property and Equipment and Intangible Assets
with Finite Lives
We evaluate the carrying value of our property and equipment
and intangible assets with finite lives by comparing the
expected undiscounted future cash flows to the net book
value of the assets if we determine there are indicators of
potential impairment. If it is determined that the expected
undiscounted future cash flows are less than the net book
value of the assets, the excess of the net book value over
the estimated fair value is recorded in our consolidated
statements of operations as impairment losses.
As part of the process described above, we exercise
judgment to:
• determine if there are indicators of impairment
present. Factors we consider when making this
determination include assessing the overall effect
of trends in the hospitality industry and the general
economy, historical experience, capital costs and
other asset-specific information;
• determine the projected undiscounted future cash flows
when indicators of impairment are present. Judgment is
required when developing projections of future revenues
and expenses based on estimated growth rates over the
expected useful life of the asset group. These estimated
growth rates are based on historical operating results,
as well as various internal projections and external
sources; and
• determine the asset fair value when required. In
determining the fair value, we often use internally-
developed discounted cash flow models. Assumptions
used in the discounted cash flow models include esti-
mating cash flows, which may require us to adjust for
specific market conditions, as well as capitalization rates,
which are based on location, property or asset type,
market-specific dynamics and overall economic
performance. The discount rate takes into account our
weighted average cost of capital according to our capital
structure and other market specific considerations.
We had $9,058 million of property and equipment, net
and $2,203 million of intangible assets with finite lives as of
December 31, 2013. Changes in estimates and assumptions
used in our impairment testing of property and equipment
and intangible assets with finite lives could result in future
impairment losses, which could be material.
In conjunction with our regular assessment of impairment,
we did not identify any property and equipment with indi-
cators of impairment for which a 10 percent reduction in our
estimate of undiscounted future cash flows would result
in impairment losses. We did not identify any intangible
assets with finite lives for which a 10 percent reduction in
our estimates of undiscounted future cash flows, projected
operating results or other significant assumptions would
result in impairment losses.
Investments in Affiliates
We evaluate our investments in affiliates for impairment
when there are indicators that the fair value of our investment
may be less than our carrying value. We record an impairment
loss when we determine there has been an “other-than-
temporary” decline in the investment’s fair value. If an
identified event or change in circumstances requires an
evaluation to determine if the value of an investment may
have an other-than-temporary decline, we assess the fair
value of the investment based on the accepted valuation
methods, which include discounted cash flows, estimates
of sales proceeds and external appraisals. If an investment’s
fair value is below its carrying value and the decline is
considered to be other-than-temporary, we will recognize
an impairment loss in equity in earnings (losses) from
unconsolidated affiliates for equity method investments
or impairment losses for cost method investments in our
consolidated statements of operations.
Our investments in affiliates consist primarily of our interests
in entities that own and/or operate hotels. As such, the factors
we consider when determining if there are indicators of
potential impairment are similar to property and equipment
discussed above. If there are indicators of potential impair-
ment, we estimate the fair value of our equity method and
cost method investments by internally developed discounted
cash flow models. The principal factors used in our discounted
cash flow models that require judgment are the same as the
items discussed in property and equipment above.
We had $260 million of investments in affiliates as of
December 31, 2013. Changes in the estimates and assumptions
used in our investments in affiliates impairment testing can
result in additional impairment expense, which can materially
change our consolidated financial statements.
In conjunction with our regular assessment of impairment,
we did not identify any investments in affiliates with
indicators of impairment for which a 10 percent change in
our estimates of future cash flows or other significant
assumptions would result in material impairment losses.
Hilton Worldwide 2013
Annual Report
53
Goodwill
We review the carrying value of our goodwill by comparing
the carrying value of our reporting units to their fair value.
Our reporting units are the same as our operating segments
as described in Note 24: “Business Segments” in our con-
solidated financial statements. We perform this evaluation
annually or at an interim date if indicators of impairment
exist. In any given 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 less than its 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 two-step quanti-
tative process. In the first step, we evaluate the fair value of
our reporting units quantitatively. When determining fair
value, we utilize discounted future cash flow models, as well
as market conditions relative to the operations of our
reporting units. Under the discounted cash flow approach,
we utilize various assumptions that require judgment,
including projections of revenues and expenses based on
estimated long-term growth rates, and discount rates based
on weighted average cost of capital. Our estimates of long-
term growth and costs are based on historical data, as well
as various internal projections and external sources. The
weighted average cost of capital is estimated based on each
reporting units’ cost of debt and equity and a selected capital
structure. The selected capital structure for each reporting
unit is based on consideration of capital structures of com-
parable publicly traded companies operating in the business
of that reporting unit. If the carrying amount of a reporting
unit exceeds its estimated fair value, then the second step
must be performed. In the second step, we estimate the
implied fair value of goodwill, which is determined by taking
the fair value of the reporting unit and allocating it to all of
its assets and liabilities, including any unrecognized intangible
assets, as if the reporting unit had been acquired in a
business combination.
We had $6,220 million of goodwill as of December 31, 2013.
Changes in the estimates and assumptions used in our
goodwill impairment testing could result in future impairment
losses, which could be material. A change in our estimates
and assumptions that would reduce the fair value of each
reporting units by 10 percent would not result in an
impairment of any of our reporting units.
Brands
We evaluate our brand intangible assets 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. When
determining fair value, we utilize discounted future cash
flow models for hotels that we manage or franchise. Under
the discounted cash flow approach, we utilize various
assumptions that require judgment, including projections of
revenues and expenses based on estimated long-term
growth rates and discount rates based on weighted average
cost of capital. Our estimates of long-term growth and costs
are based on historical data, as well as various internal esti-
mates. If a brand’s estimated current fair value is less than its
respective carrying value, the excess of the carrying value
over the estimated fair value is recorded in our consolidated
statements of operations within impairment losses.
We had $5,013 million of brand intangible assets as of
December 31, 2013. Changes in the estimates and assump-
tions used in our brands impairment testing, most notably
revenue growth rates and discount rates, could result in
future impairment losses, which could be material. A change
in our estimates and assumptions that would reduce the fair
value of each of our brands by 10 percent would not result in
an impairment of any of the brand intangible assets.
Hilton HHonors
Hilton HHonors defers revenue received from participating
hotels and program partners in an amount equal to the
estimated cost per point of the future redemption obligation.
We engage outside actuaries to assist in determining the
fair value of the future award redemption obligation using
statistical formulas that project future point redemptions
based on factors that require judgment, including an estimate
of “breakage” (points that will never be redeemed), an esti-
mate of the points that will eventually be redeemed and the
cost of the points to be redeemed. The cost of the points
to be redeemed includes further estimates of available room
nights, occupancy rates, room rates and any devaluation
or appreciation of points based on changes in reward prices
or changes in points earned per stay.
We had $963 million of guest loyalty liability as of December 31,
2013. Changes in the estimates used in developing our
breakage rate could result in a material change to our guest
loyalty liability. A 10 percent decrease to the breakage
estimate used in determining future award redemption
obligations would increase our guest loyalty liability by
approximately $30 million.
54
Hilton Worldwide 2013
Annual Report
Allowance for Loan Losses
The allowance for loan losses is related to the receivables
generated by our financing of timeshare interval sales, which
are secured by the underlying timeshare properties. We
determine our timeshare financing receivables to be past
due based on the contractual terms of the individual mort-
gage loans. We use a technique referred to as static pool
analysis as the basis for determining our general reserve
requirements on our timeshare financing receivables.
The adequacy of the related allowance is determined by
management through analysis of several factors requiring
judgment, such as current economic conditions and industry
trends, as well as the specific risk characteristics of the
portfolio, including assumed default rates.
We had $92 million of allowance for loan losses as of
December 31, 2013. Changes in the estimates used in
developing our default rates could result in a material
change to our allowance. A 10 percent increase to our
default rates used in the allowance calculation would
increase our allowance for loan losses by approximately
$35 million.
Income Taxes
We recognize deferred tax assets and liabilities based on the
differences between the financial statement carrying amounts
and the tax basis of assets and liabilities using currently
enacted tax rates. We regularly review our deferred tax
assets to assess their potential realization and establish a
valuation allowance for portions of such assets that we
believe will not be ultimately realized. In performing this
review, we make estimates and assumptions regarding
projected future taxable income, the expected timing
of reversals of existing temporary differences and the
implementation of tax planning strategies. A change in
these assumptions may increase or decrease our valuation
allowance resulting in an increase or decrease in our effective
tax rate, which could materially affect our consolidated
financial statements.
We use a prescribed more-likely-than-not recognition
threshold and measurement attribute for the financial state-
ment recognition and measurement of a tax position taken
or expected to be taken in a tax return if there is uncertainty
in income taxes recognized in the financial statements.
Assumptions and estimates are used to determine the more-
likely-than-not designation. Changes to these assumptions
and estimates can lead to an additional income tax expense
(benefit), which can materially change our consolidated
financial statements.
Legal Contingencies
We are subject to various legal proceedings and claims, the
outcomes of which are subject to significant uncertainty.
An estimated loss from a loss contingency should be accrued
by a charge to income if it is probable and the amount of
the loss can be reasonably estimated. Significant judgment is
required when we evaluate, among other factors, the degree
of probability of an unfavorable outcome and the ability to
make a reasonable estimate of the amount of loss. Changes
in these factors could materially affect our consolidated
financial statements.
Consolidations
We use judgment when evaluating whether we have a
controlling financial interest in our partnerships and other
investments, including the assessment of the importance of
rights and privileges of the partners based on voting rights, as
well as financial interests that are not controllable through
voting interests. If the entity is considered to be a VIE, we
use judgment determining 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 con-
solidate entities when we own more than 50 percent of the
voting shares of a company or have a controlling general
partner interest of a partnership, assuming the absence of
other factors determining control, including the ability of
minority owners to participate in or block certain decisions.
Changes to judgments used in evaluating our partnerships
and other investments could materially affect our
consolidated financial statements.
Share-based Compensation
In connection with our IPO, the equity based portion of our
former executive compensation plan was modified to vested
shares and unvested restricted shares of common stock, and
the liability portion of the plan was settled in cash. The equity
based award was exchanged for vested shares and unvested
restricted shares of our common stock as follows:
• 40 percent of each award vested on December 11, 2013,
the pricing date of our IPO;
• 40 percent of each award will vest on December 11, 2014,
the first anniversary of the pricing date of our IPO,
contingent upon continued employment through that
date; and
• 20 percent of each award will vest on the date that our
Sponsor and its affiliates cease to own 50 percent or
more of the shares of the Company, contingent upon
continued employment through that date.
Hilton Worldwide 2013
Annual Report
55
We recognized share-based compensation over the requi-
site service period of the individual grantee, which generally
equals the vesting period. We currently only have service
condition awards outstanding, and we have elected to use
the straight-line method of expense attribution for such
awards. The process of estimating the fair value of stock-
based compensation awards and recognizing the associated
expense over the requisite service period involves significant
management estimates and assumptions, including forfeiture
rates. We monitor the forfeiture activity to ensure that the
current estimate continues to be appropriate. Any changes
to this estimate will affect the amount of compensation
expense we recognize with respect to any future grants.
ITEM 7A. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK
We are exposed to market risk primarily from changes in
interest rates and foreign currency exchange rates, which
may affect future income, cash flows and fair value of the
Company, depending on changes to interest rates and/or
foreign exchange rates. In certain situations, we may seek
to reduce cash flow volatility associated with changes in
interest rates and foreign currency exchange rates by
entering into financial arrangements intended to provide a
hedge against a portion of the risks associated with such
volatility. We continue to have exposure to such risks to
the extent they are not hedged. We enter into derivative
financial arrangements to the extent they meet the
objective described above, and we do not use derivatives
for trading or speculative purposes.
INTEREST RATE RISK
We are exposed to interest rate risk on our variable-rate
debt. Interest rates on our variable-rate debt discussed
below are based on one-month and three-month LIBOR,
so we are most vulnerable to changes in this rate.
Under the terms of the CMBS Loan and Waldorf Astoria
Loan entered into in connection with the Debt Refinancing,
we are required to hedge interest rate risk using derivative
instruments. Under the CMBS Loan, we entered into an
interest rate cap agreement in the notional amount of the
variable-rate component, or $875 million, which caps
one-month LIBOR at 6.0 percent for the initial term of the
variable-rate component. Under the Waldorf Astoria Loan,
we entered into an interest rate cap agreement in the
notional amount of the loan, or $525 million, which caps
one-month LIBOR at 4.0 percent for the first 24 months.
Thereafter, we are required to renew the interest rate cap
agreement annually. As of December 31, 2013, the fair
value of these interest rate caps were immaterial to our
consolidated balance sheet.
Additionally, on October 25, 2013, we entered into four
interest rate swap agreements for a combined notional
amount of $1.45 billion, with a term of five years, which
swapped the floating three-month LIBOR on a portion of
the Term Loans to a fixed rate of 1.87 percent. The carrying
value and fair value of these four interest rate swaps was
$10 million as of December 31, 2013.
56
Hilton Worldwide 2013
Annual Report
The following table sets forth the contractual maturities and the total fair values as of December 31, 2013 for our financial
instruments that are materially affected by interest rate risk:
Maturities by Period
(in millions, excluding average interest rates)
2014
2015
2016
2017
2018
Thereafter
Assets:
Fixed-rate timeshare financing receivables
Average interest rate(1)
Liabilities:
Fixed-rate long-term debt(2)
Average interest rate(1)
Fixed-rate non-recourse debt(3)
Average interest rate(1)
Variable-rate long-term debt(4)
Average interest rate(1)
Variable-rate non-recourse debt(5)
Average interest rate(1)
(1) Average interest rate as of December 31, 2013.
$135
$116
$120
$122
$ 119
$ 382
$ 1
$ —
$132
$ 53
$2,625
$1,500
$ 33
$ 26
$ 28
$ 28
$ 28
$ 79
$ —
$ —
$ —
$ —
$1,400
$6,000
$ —
$ —
$450
$ —
$
—
$
—
Carrying
Value
Fair
Value
$ 994
11.97%
$ 996
$4,311
4.96%
$ 222
2.28%
$7,400
3.54%
$ 450
1.42%
$4,575
$ 220
$7,400
$ 450
(2) Excludes capital lease obligations with a carrying value of $73 million as of December 31, 2013.
(3) Represents the Securitized Timeshare Debt.
(4) The initial maturity date of the $875 million variable-rate component of this borrowing is November 1, 2015. We have assumed all extensions, which are solely at our option,
were exercised.
(5) Represents the Timeshare Facility.
Refer to Note 17: “Fair Value Measurements” in our consolidated financial statements included elsewhere in this Annual Report
on Form 10-K for further discussion of the fair value measurements of our financial assets and liabilities.
FOREIGN CURRENCY EXCHANGE RATE RISK
We conduct business in various foreign currencies and are exposed to earnings and cash flow volatility associated with changes
in foreign currency exchange rates. This exposure is primarily related to our international assets and liabilities, whose value could
change materially in reference to our USD reporting currency. The most significant effect of changes to foreign currency values
include certain intercompany loans not deemed to be permanently invested and to transactions for management and franchise
fee revenues earned in foreign currencies.
Our most significant foreign currency exposure relates to fluctuations in the foreign exchange rate between USD and the British
Pound Sterling (“GBP”) and Euro (“EUR”). Historically, we used foreign exchange currency option agreements to hedge our expo-
sure to changes in foreign exchange rates on certain of our foreign investments. As of December 31, 2013, we did not hold any
derivative hedging instruments related to our foreign currency exposure.
Hilton Worldwide 2013
Annual Report
57
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm
Consolidated Financial Statements:
Consolidated Balance Sheets as of December 31, 2013 and 2012
Consolidated Statements of Operations for the years ended December 31, 2013, 2012 and 2011
Consolidated Statements of Comprehensive Income for the years ended December 31, 2013, 2012 and 2011
Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2012 and 2011
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2013, 2012 and 2011
Notes to Consolidated Financial Statements
Page No.
59
60
62
63
64
65
66
58
Hilton Worldwide 2013
Annual Report
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders of
Hilton Worldwide Holdings Inc.
We have audited the accompanying consolidated balance
sheets of Hilton Worldwide Holdings Inc. as of December 31,
2013 and 2012, and the related consolidated statements of
operations, comprehensive income, stockholders’ equity,
and cash flows for each of the three years in the period
ended December 31, 2013. These financial statements are
the responsibility of the Company’s management. Our
responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with the standards
of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. We
were not engaged to perform an audit of the Company’s
internal control over financial reporting. Our audits included
consideration of internal control over financial reporting as
a basis for designing audit procedures that are appropriate
in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Company’s internal
control over financial reporting. Accordingly, we express no
such opinion. An audit also includes examining, on a test
basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles
used and significant estimates made by management, and
evaluating the overall financial statement presentation.
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, 2013 and 2012, and the consolidated results of
its operations and its cash flows for each of the three years
in the period ended December 31, 2013, in conformity with
U.S. generally accepted accounting principles.
McLean, Virginia
February 27, 2014
Hilton Worldwide 2013
Annual Report
59
HILTON WORLDWIDE HOLDINGS INC.
CONSOLIDATED BALANCE SHEETS
(in millions, except share data)
ASSETS
Current Assets:
Cash and cash equivalents
Restricted cash and cash equivalents
Accounts receivable, net of allowance for doubtful accounts of $32 and $39
Inventories
Deferred income tax assets
Current portion of financing receivables, net
Current portion of securitized financing receivables, net
Prepaid expenses
Other
December 31,
2013
2012
$ 594
266
731
396
23
94
27
148
104
$ 755
550
719
415
76
119
—
153
40
Total current assets (variable interest entities — $97 and $49)
2,383
2,827
Property, Investments and Other Assets:
Property and equipment, net
Financing receivables, net
Securitized financing receivables, net
Investments in affiliates
Goodwill
Brands
Management and franchise contracts, net
Other intangible assets, net
Deferred income tax assets
Other
9,058
635
194
260
6,220
5,013
1,452
751
193
403
9,197
815
—
291
6,197
5,029
1,600
744
104
262
Total property, investments and other assets (variable interest entities — $408 and $168)
24,179
24,239
TOTAL ASSETS
$26,562
$27,066
(continued)
60
Hilton Worldwide 2013
Annual Report
(in millions, except share data)
LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable, accrued expenses and other
Current maturities of long-term debt
Current maturities of non-recourse debt
Income taxes payable
Total current liabilities (variable interest entities — $86 and $51)
Long-term debt
Non-recourse debt
Deferred revenues
Deferred income tax liabilities
Liability for guest loyalty program
Other
Total liabilities (variable interest entities — $583 and $485)
Commitments and contingencies — see Note 25
Equity:
Preferred stock, $0.01 par value; 3,000,000,000 authorized shares,
none issued or outstanding as of December 31, 2013; none authorized,
issued or outstanding as of December 31, 2012
Common stock, $0.01 par value; 30,000,000,000 authorized shares and 984,615,364 issued
and outstanding as of December 31, 2013; 9,205,128,000 authorized shares
and 920,512,800 issued and outstanding as of December 31, 2012(1)
Additional paid-in capital
Accumulated deficit
Accumulated other comprehensive loss
Total Hilton stockholders’ equity
Noncontrolling interests
Total equity
TOTAL LIABILITIES AND EQUITY
December 31,
2013
2012
$ 2,079
4
48
11
2,142
11,751
920
674
5,053
597
1,149
22,286
$ 1,922
392
15
20
2,349
15,183
405
82
4,948
503
1,441
24,911
—
—
10
9,948
(5,331)
(264)
4,363
(87)
4,276
1
8,452
(5,746)
(406)
2,301
(146)
2,155
$26,562
$27,066
(1 ) Common stock shares issued and outstanding as of December 31, 2012 have been adjusted for a 9,205,128-for-1 stock split, which occurred on December 17, 2013.
See notes to consolidated financial statements.
(concluded)
Hilton Worldwide 2013
Annual Report
61
HILTON WORLDWIDE HOLDINGS INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except per share data)
Revenues
Owned and leased hotels
Management and franchise fees and other
Timeshare
Other revenues from managed and franchised properties
Total revenues
Expenses
Owned and leased hotels
Timeshare
Depreciation and amortization
Impairment losses
General, administrative and other
Other expenses from managed and franchised properties
Total expenses
Operating income
Interest income
Interest expense
Equity in earnings (losses) from unconsolidated affiliates
Gain (loss) on foreign currency transactions
Gain on debt extinguishment
Other gain, net
Income before income taxes
Income tax benefit (expense)
Net income
Net income attributable to noncontrolling interests
Net income attributable to Hilton stockholders
Earnings per share:
Basic and diluted
See notes to consolidated financial statements.
Year Ended December 31,
2013
2012
2011
$4,046
1,175
1,109
6,330
3,405
9,735
$3,979
1,088
1,085
6,152
3,124
9,276
3,147
730
603
—
748
5,228
3,405
8,633
1,102
9
(620)
16
(45)
229
7
698
(238)
460
(45)
3,230
758
550
54
460
5,052
3,124
8,176
1,100
15
(569)
(11)
23
—
15
573
(214)
359
(7)
$3,898
1,014
944
5,856
2,927
8,783
3,213
668
564
20
416
4,881
2,927
7,808
975
11
(643)
(145)
(21)
—
19
196
59
255
(2)
$ 415
$ 352
$ 253
$ 0.45
$ 0.38
$ 0.27
62
Hilton Worldwide 2013
Annual Report
HILTON WORLDWIDE HOLDINGS INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions)
Net income
Other comprehensive income (loss), net of tax benefit (expense):
Currency translation adjustment, net of tax of $39, $102, and $(2)
Pension liability adjustment:
Net actuarial gain (loss), net of tax of $(31), $20, and $10
Prior service credit (cost), net of tax of $(3), $4, and $(2)
Amortization of net gain, net of tax of $(3), $(1), and $(2)
Total pension liability adjustment
Cash flow hedge adjustment, net of tax of $(4), $—, and $(1)
Total other comprehensive income (loss)
Comprehensive income
Comprehensive loss (income) attributable to noncontrolling interests
Year Ended December 31,
2013
$460
2012
$359
2011
$255
94
48
6
6
60
6
160
620
(63)
138
(35)
(8)
2
(41)
—
97
456
(21)
(82)
(21)
3
5
(13)
1
(94)
161
1
$162
Comprehensive income attributable to Hilton stockholders
$557
$435
See notes to consolidated financial statements.
Hilton Worldwide 2013
Annual Report
63
HILTON WORLDWIDE HOLDINGS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
Operating Activities:
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
Impairment losses
Equity in losses (earnings) from unconsolidated affiliates
Loss (gain) on foreign currency transactions
Gain on debt extinguishment
Other gain, net
Share-based compensation
Amortization of deferred financing costs and other
Distributions from unconsolidated affiliates
Deferred income taxes
Changes in operating assets and liabilities:
Accounts receivable, net
Inventories
Prepaid expenses
Other current assets
Accounts payable, accrued expenses and other
Income taxes payable
Change in restricted cash and cash equivalents
Change in timeshare financing receivables
Change in deferred revenues
Change in liability for guest loyalty program
Change in other liabilities
Other
Net cash provided by operating activities
Investing Activities:
Capital expenditures for property and equipment
Acquisitions
Payments received on other financing receivables
Issuance of other financing receivables
Investments in affiliates
Distributions from unconsolidated affiliates
Proceeds from asset dispositions
Contract acquisition costs
Software capitalization costs
Net cash used in investing activities
Financing Activities:
Net proceeds from issuance of common stock
Borrowings
Repayment of debt
Debt issuance costs
Change in restricted cash and cash equivalents
Distributions to noncontrolling interests
Acquisition of noncontrolling interests
Net cash used in financing activities
Effect of exchange rate changes on cash and cash equivalents
Net decrease in cash and cash equivalents
Cash and cash equivalents, beginning of period
Cash and cash equivalents, end of period
For supplemental disclosures, see Note 27: “Supplemental Disclosures of Cash Flow Information.”
See notes to consolidated financial statements.
64
Hilton Worldwide 2013
Annual Report
Year Ended December 31,
2013
2012
2011
$
460
$ 359
$ 255
603
—
(16)
45
(229)
(7)
262
25
27
65
(16)
19
4
(65)
132
(8)
91
(15)
592
139
14
(21)
550
54
11
(23)
—
(15)
50
(5)
31
73
(82)
137
(15)
51
71
3
(79)
(68)
(8)
6
(48)
57
564
20
145
21
—
(19)
19
6
13
(187)
(43)
119
(7)
(29)
151
—
(14)
(53)
—
128
83
(5)
2,101
1,110
1,167
(254)
(30)
5
(10)
(4)
33
—
(44)
(78)
(382)
1,243
14,088
(17,203)
(180)
193
(4)
—
(1,863)
(17)
(161)
755
(433)
—
8
(4)
(3)
8
—
(31)
(103)
(558)
—
96
(854)
—
187
(4)
(1)
(576)
(2)
(26)
781
(389)
(12)
7
—
(11)
23
65
(53)
(93)
(463)
—
40
(726)
—
(25)
(3)
—
(714)
(5)
(15)
796
$
594
$ 755
$ 781
HILTON WORLDWIDE HOLDINGS INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
Equity Attributable to Hilton Stockholders
(in millions)
Balance as of December 31, 2010
Net income
Other comprehensive income (loss), net of tax:
Currency translation adjustment
Pension liability adjustment
Cash flow hedge adjustment
Other comprehensive loss
Distributions
Balance as of December 31, 2011
Share-based compensation
Acquisition of noncontrolling interest
Net income
Other comprehensive income (loss), net of tax:
Currency translation adjustment
Pension liability adjustment
Other comprehensive income
Distributions
Balance as of December 31, 2012
Issuance of common stock
Share-based compensation
Net income
Other comprehensive income (loss), net of tax:
Currency translation adjustment
Pension liability adjustment
Cash flow hedge adjustment
Other comprehensive income
Distributions
Common Stock
Shares(1)
Amount
921
—
—
—
—
—
—
921
—
—
—
—
—
—
—
921
64
—
—
—
—
—
—
—
$ 1
—
—
—
—
—
—
1
—
—
—
—
—
—
—
1
9
—
—
—
—
—
—
—
Additional
Paid-in
Capital
$8,454
—
—
—
—
—
—
8,454
2
(4)
—
—
—
—
—
8,452
1,234
262
—
—
—
—
—
—
Accumulated
Other
Accumulated Comprehensive Noncontrolling
Loss
Interests
Deficit
$(6,351)
253
$(398)
—
$(162)
2
—
—
—
—
—
(6,098)
—
—
352
—
—
—
—
(5,746)
—
—
415
—
—
—
—
—
(79)
(13)
1
(91)
—
(489)
—
—
—
124
(41)
83
—
(406)
—
—
—
76
60
6
142
—
(3)
—
—
(3)
(3)
(166)
—
3
7
14
—
14
(4)
(146)
—
—
45
18
—
—
18
(4)
Total
$1,544
255
(82)
(13)
1
(94)
(3)
1,702
2
(1)
359
138
(41)
97
(4)
2,155
1,243
262
460
94
60
6
160
(4)
Balance as of December 31, 2013
985
$10
$9,948
$(5,331)
$(264)
$ (87)
$4,276
(1) Common stock shares outstanding have been adjusted for a stock split which occurred on December 17, 2013.
See notes to consolidated financial statements.
Hilton Worldwide 2013
Annual Report
65
NOTE 1
ORGANIZATION
Hilton Worldwide Holdings Inc. (“Hilton” together with its
subsidiaries, “we,” “us,” “our” or the “Company”) was incor-
porated in Delaware on March 18, 2010 to hold, directly or
indirectly, all of the equity of Hilton Worldwide, Inc. (“HWI”).
The accompanying financial statements present the
con solidated financial position of Hilton, which includes
consolidation of HWI. Hilton is one of the largest hospitality
companies in the world based upon the number of hotel
rooms and timeshare units under our 10 distinct brands.
We are engaged in owning, leasing, managing, developing
and franchising hotels, resorts and timeshare properties.
As of December 31, 2013, we owned, leased, managed or
franchised 4,073 hotel and resort properties, totaling
672,083 rooms in 91 countries and territories, as well as
42 timeshare properties comprising 6,547 units.
On October 24, 2007, HWI became a wholly owned sub-
sidiary of BH Hotels Holdco, LLC (“BH Hotels”), an affiliate of
The Blackstone Group L.P. (“Blackstone” or “our Sponsor”),
following the completion of a merger (the “Merger”).
BH Hotels and its subsidiaries subsequently formed Hilton
Global Holdings, LLC (“HGH” or our “Parent”), which owned
100 percent of our stock. On December 17, 2013, we com-
pleted a 9,205,128-for-1 stock split on issued and outstanding
shares, which is reflected in all share and per share data
presented in the consolidated financial statements and
accompanying notes, and an initial public offering (the “IPO”)
in which we sold 64,102,564 newly issued shares of common
stock and a selling stockholder of the Company sold
71,184,153 shares of existing common stock at a public offering
price of $20.00 per share. As of December 31, 2013, our
Sponsor beneficially owned approximately 76.4 percent
of our common stock. The common stock is listed on the
New York Stock Exchange under the symbol “HLT” and
began trading publicly on December 12, 2013.
NOTE 2
BASIS OF PRESENTATION AND SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
Principles of Consolidation
The 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”) where 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 respec-
tive 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
66
Hilton Worldwide 2013
Annual Report
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 have a controlling general partner interest
of a partnership, assuming the absence of other factors
determining control, including the ability of noncontrolling
owners to participate in or block certain decisions. As of
December 31, 2013, we consolidated six non-wholly owned
entities in which we own more than 50 percent of the
voting shares of the entities or we have determined we
are the primary beneficiary of VIEs.
All material intercompany transactions and balances
have been eliminated in consolidation. References in these
financial statements to net income attributable to Hilton
stockholders and Hilton stockholders’ equity do not include
noncontrolling interests, which represent the outside
ownership interests of our six consolidated, non-wholly
owned entities and are reported separately.
Use of Estimates
The preparation of financial statements in conformity
with United States of America (“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
Certain prior year amounts have been reclassified to conform
to current presentation.
Summary of Significant Accounting Policies
Revenue Recognition
Revenues are primarily derived from the following sources
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.
• Owned and leased hotel revenues primarily consist of room
rentals and food and beverage sales 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.
• Management fees represent fees earned from hotels and
timeshare properties that we manage, usually under long-
term contracts with the property owner. Management
fees from hotels usually include a base fee, which is
generally a percentage of hotel revenues, and an incentive
fee, which is typically based on a fixed or variable
percentage of hotel profits and in some cases may be
subject to a stated return threshold to the owner,
normally over a one-calendar year period. Additionally,
we 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. Management fees from timeshare properties are
generally a fixed percent as stated in the management
agreement and are recognized as the services
are performed.
• Franchise fees represent fees earned in connection with
the licensing of one of our hotel brands, usually under
long-term contracts with the hotel owner. We charge
a monthly franchise royalty fee, generally based on a
percentage of room revenue, as well as application and
initiation fees for new hotels entering the system.
Royalty fees for our full-service brands may also include
a percentage of gross food and beverage revenues and
other revenues, where applicable. We recognize
franchise fee revenue as the fees are earned, which is
when all material services or conditions have been
performed or satisfied.
• Other revenues include revenues generated by the inci-
dental support of hotel operations for owned, leased,
managed and franchised hotels and other rental income.
This includes any revenues received for vendor rebate
arrangements we participate in as a manager of hotel
and timeshare properties.
• Timeshare revenues consist of revenues generated
from our Hilton Grand Vacations timeshare business.
Timeshare revenues are principally generated from the
sale and financing of timeshare intervals. Revenue from a
deeded timeshare sale is recognized when the customer
has executed a binding sales contract, a minimum ten
percent down payment has been received, certain mini-
mum sales thresholds for a timeshare project have been
attained, the purchaser’s period to cancel for a refund
has expired and the related receivable is deemed to be
collectible. We defer revenue recognition for sales that
do not meet these criteria. During periods of construc-
tion, revenue from timeshare sales is recognized under
the percentage-of-completion method. One of our
timeshare products is accounted for as a long-term lease
with a reversionary interest, rather than the sale of a
deeded interest in real estate. In this case, sales revenue
is recognized on a straight-line basis over the term of the
lease. Revenue from the financing of timeshare sales is
recognized on the accrual method as earned based on
the outstanding principal, interest rate and terms stated
in each individual financing agreement. See “Financing
Receivables” section below for further discussion of the
policies applicable to our timeshare financing receivables.
Additionally, we receive sales commissions from certain
third-party developers that we assist in selling their
timeshare inventory. We recognize revenue from
commissions on these sales as intervals are sold and we
fulfill the service requirements under the respective sales
agreements with the devel opers. We also generate
revenues from enrollment and other fees, rentals of
timeshare units, food and beverage sales and other
ancillary services at our timeshare properties that are
recognized when units are rented or goods and services
are delivered or rendered.
• Other revenues from managed and franchised properties
represent payroll and related costs, certain other oper-
ating costs of the managed and franchised properties’
operations, marketing expenses and other expenses
associated with our brands and shared services that are
contractually reimbursed to us by the property owners
or paid from fees collected in advance from these prop-
erties. The corresponding expenses are presented as
other expenses from managed and franchised properties
in our consolidated statements of operations, resulting in
no effect on operating income (loss) or net income (loss).
We are required to collect certain taxes and fees from
customers on behalf of government agencies and remit
these back to the applicable governmental agencies on
a periodic basis. We have a legal obligation to act as a col-
lection agent. We do not retain these taxes and fees and,
therefore, they are not included in revenues. 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.
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, lender reserves,
ground rent and property tax escrows, reserves statutorily
required to be held by our captive insurance subsidiary and
advance deposits received on timeshare sales that are held
in escrow until the contract is closed. For purposes of our
consolidated statements of cash flows, changes in restricted
cash and cash equivalents caused by changes in lender
reserves due to restrictions under our loan agreements
are shown as financing activities. The remaining changes
in restricted cash and cash equivalents are the result of
our normal operations, and, as such, are reflected in
operating activities.
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.
Inventories
Inventories comprise unsold timeshare intervals at our time-
share properties, as well as hotel inventories consisting of
operating supplies that have a period of consumption of one
year or less, guest room items and food and beverage items.
Hilton Worldwide 2013
Annual Report
67
Timeshare inventory is carried at the lower of cost or
market, based on the relative sales value or net realizable
value. Capital expenditures associated with our non-lease
timeshare products are reflected as inventory until the
timeshare intervals are sold. Consistent with industry
practice, timeshare inventory is classified as a current asset
despite an operating cycle that exceeds 12 months. The
majority of sales and marketing costs incurred to sell
timeshare intervals are expensed when incurred. Certain
direct and incremental selling and marketing costs are
deferred on a contract until revenue from the interval sale
has been recognized.
In accordance with the accounting standards for costs and
the initial rental operations of real estate projects, we use
the relative sales value method of costing our timeshare
sales and relieving inventory. In addition, we continually
assess our timeshare inventory and, if necessary, impose
pricing adjustments to accelerate sales pace. It is possible
that any future changes in our development and sales
strategies could have a material effect on the carrying
value of certain projects and inventory. We monitor our
projects and inventory on an ongoing basis and complete
an evaluation each reporting period to ensure that the
inventory is stated at the lower of cost or market.
Hotel inventories are generally valued at the lower of cost
(using “first-in, first-out”, or FIFO) or market.
Property and Equipment
Property and equipment are recorded at cost and interest
applicable to major construction or development projects
is capitalized. 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 and acquired software (3 years). Leasehold
improvements are depreciated over the shorter of the
estimated useful life, based on the lives 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’s carrying value by comparing the expected
undiscounted future cash flows to the net book value of the
asset. If it is determined that the expected undiscounted
future cash flows are less than the net book value of the
asset, the excess of the net book value over the estimated
fair value is recorded in our consolidated statements of
operations within impairment losses. Fair value is generally
estimated using valuation techniques that consider the
68
Hilton Worldwide 2013
Annual Report
d iscounted cash flows of the asset using discount and
capitalization rates deemed reasonable for the type of asset,
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.
Financing Receivables
We define financing receivables as financing arrangements
that represent a contractual right to receive money either
on demand or on fixed or determinable dates, which are
recognized as an asset in our consolidated balance sheets.
We record all financing receivables at amortized cost in
current and long-term financing receivables. We recognize
interest income as earned and provide an allowance for
cancellations and defaults. We have divided our financing
receivables into two portfolio segments based on the level of
aggregation at which we develop and document a systematic
methodology to determine the allowance for credit losses.
Based on their initial measurement, risk characteristics and
our method for monitoring and assessing credit risk, we have
determined the classes of financing receivables to correspond
to our identified portfolio segments as follows:
• Timeshare financing receivables comprise loans related to
our financing of timeshare interval sales and secured by
the underlying timeshare properties. We determine our
timeshare financing receivables to be past due based on
the contractual terms of the individual mortgage loans.
We recognize interest income on our timeshare financing
receivables as earned. The interest rate charged on the
notes correlates to the risk profile of the borrower at the
time of purchase and the percentage of the purchase that
is financed, among other factors. We record an estimate
of uncollectibility as a reduction of sales revenue at the
time revenue is recognized on a timeshare interval sale.
We evaluate this portfolio collectively, since we hold a
large group of homogeneous timeshare financing
receivables, which are individually immaterial. We monitor
the credit quality of our receivables on an ongoing basis.
There are no significant concentrations of credit risk with
any individual counterparty or groups of counterparties.
With the exception of the financing provided to custom-
ers of our timeshare business, we do not normally require
collateral or other security to support credit sales. We
use a technique referred to as static pool analysis as the
basis for determining our general reserve requirements
on our timeshare financing receivables. The adequacy of
the related allowance is determined by management
through analysis of several factors, such as current
economic conditions and industry trends, as well as the
specific risk characteristics of the portfolio including
assumed default rates, aging and historical write-offs of
these receivables. The allowance is maintained at a level
deemed adequate by management based on a periodic
analysis of the mortgage portfolio. Once a note is 90 days
past due or is determined to be uncollectible prior to 90
days past due, we cease accruing interest and reverse
the accrued interest recognized up to that point. We
apply payments we receive for loans, including those in
non-accrual status, to amounts due in the following
order: servicing fees, late charges, interest and principal.
We resume interest accrual for loans for which we had
previously ceased accruing interest once the loan is less
than 90 days past due. We fully reserve for a timeshare
financing receivable in the month following the date that
the loan is 120 days past due and, subsequently, we write
off the uncollectible note against the reserve once the
foreclosure process is complete and we receive the deed
for the foreclosed unit.
• Other financing receivables primarily comprise individual
loans and other types of unsecured financing arrange-
ments provided to hotel owners. We individually assess
all financing receivables in this portfolio for collectibility
and impairment. We measure loan impairment based on
the present value of expected future cash flows dis-
counted at the loan’s effective interest rate. For impaired
loans, we establish a specific impairment reserve for the
difference between the recorded investment in the loan
and the present value of the expected future cash flows.
We do not recognize interest income on unsecured
financing to hotel owners for notes that are greater than
90 days past due and only resume interest recognition
if the financing receivable becomes current. We fully
reserve unsecured financing to hotel owners when we
determine that the receivables are uncollectible and
when all commercially reasonable means of recovering
the receivable balances have been exhausted.
Investments in Affiliates
We hold investments in affiliates that primarily own or
lease hotels under one of our nine distinct hotel brands. If the
entity does not meet the definition of a VIE, we evaluate our
voting interest or general partnership interest to determine
if we have a controlling financial interest in the entity.
Investments in affiliates over which we exercise significant
influence, but lack a controlling financial interest, are
accounted for using the equity method. We account for
investments using the equity method when we own more
than a minimal investment, but have no more than a
50 percent voting interest or do not otherwise control the
investment. Investments in affiliates over which we are not
able to exercise significant influence are accounted for
under the cost method.
Our proportionate share of earnings (losses) from our
equity method investments is presented as equity in earnings
(losses) from unconsolidated affiliates in our consolidated
statements of operations. Distributions from investments
in unconsolidated entities are presented as an operating
activity in our consolidated statements of cash flows when
such distributions are a return on investment. Distributions
from unconsolidated affiliates are recorded as an investing
activity in our consolidated statements of cash flows when
such distributions are a return of investment.
We assess the recoverability of our equity method and cost
method investments if there are indicators of potential impair-
ment. If an identified event or change in circumstances
requires an evaluation to determine if an investment may
have an other-than-temporary impairment, we assess the
fair value of the investment based on accepted valuation
methodologies, which include discounted cash flows,
estimates of sales proceeds and external appraisals. If an
investment’s fair value is below its carrying value and the
decline is considered to be other-than-temporary, we will
recognize an impairment loss in equity in earnings (losses)
from unconsolidated affiliates for equity method investments
or impairment losses for cost method investments in our
consolidated statements of operations.
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.
We review the carrying value of our goodwill by comparing
the carrying value of our reporting units to their fair value.
Our reporting units are the same as our operating segments
as described in Note 24: “Business Segments”. We perform
this evaluation annually or at an interim date if indicators of
impairment exist. In any year we may elect to perform a
qualitative assessment to determine whether it is more likely
than not that the fair value of a reporting unit is in excess of
its 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
two-step quantitative process. In the first step, we determine
the fair value of each of our reporting units. The valuation 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 and the second
step of the impairment test is not necessary. However, if the
carrying amount of a reporting unit exceeds its estimated
fair value, then the second step must be performed. In the
second step, we estimate the implied fair value of goodwill,
which is determined by taking the fair value of the reporting
unit and allocating it to all of its assets and liabilities (including
any unrecognized intangible assets) as if the reporting unit
had been acquired in a business combination. If the carrying
amount of the reporting unit’s goodwill exceeds the implied
Hilton Worldwide 2013
Annual Report
69
fair value of that goodwill, an impairment loss is recognized
in an amount equal to that excess.
Brands
We own, operate and franchise hotels under our portfolio
of brands. There are no legal, regulatory, contractual, com-
petitive, 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. Our hotel brand
portfolio includes Waldorf Astoria Hotels & Resorts, Conrad
Hotels & Resorts, Hilton Hotels & Resorts, DoubleTree by
Hilton (including DoubleTree Suites by Hilton), Embassy
Suites Hotels, Hilton Garden Inn, Hampton Inn (including
Hampton Inn & Suites and, outside of the U.S., Hampton
by Hilton), Homewood Suites by Hilton and Home2 Suites by
Hilton. In addition, we also develop and operate timeshare
properties under our Hilton Grand Vacations brand.
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. Home2 Suites by Hilton was
launched post-Merger and, as such, it was not assigned a
fair value. 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 a
brand’s estimated current fair value is less than its respective
carrying value, the excess of the carrying value over the
estimated fair value is recorded in our consolidated statements
of operations within impairment losses.
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,
franchise contracts, leases, certain proprietary technologies
and our guest loyalty program, Hilton HHonors. Additionally,
we capitalize management and franchise contract acquisition
costs as finite-lived intangible assets. Intangible assets with
finite useful lives are amortized using the straight-line
method over their respective estimated useful lives.
We capitalize costs incurred to develop internal-use
computer software. Internal and external costs incurred in
connection with development of upgrades or enhancements
that result in additional functionality are also capitalized.
These capitalized costs are amortized on a straight-line
basis over the estimated useful life of the software. These
capitalized costs are recorded in other intangible assets
in our consolidated balance sheets.
We review all finite lived intangible assets for impairment
when circumstances indicate that their carrying amounts
may not be recoverable. If the carrying value of an asset
group is not recoverable, we recognize an impairment loss
for the excess of carrying value over the fair value in our
consolidated statements of operations.
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Hilton Worldwide 2013
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Hilton HHonors
Hilton HHonors is a guest loyalty program provided to
hotels. Most of our owned, leased, managed and franchised
hotels and timeshare properties participate in the Hilton
HHonors program. Hilton HHonors members earn points
based on their spending at our participating hotel and
timeshare properties and through participation in affiliated
partner programs. When points are earned by Hilton
HHonors members, the property or affiliated partner pays
Hilton HHonors based on an estimated cost per point for
the costs of operating the program, which include marketing,
promotion, communication, administration and the esti-
mated cost of award redemptions. Hilton HHonors member
points are accumulated and may be redeemed for certificates
that entitle the holder to the right to stay at participating
properties, as well as other opportunities with third parties,
including, but not limited to, airlines, car rentals, cruises,
vacation packages, shopping and dining. We provide Hilton
HHonors as a marketing program to participating hotels,
with the objective of operating the program on a break-even
basis to us.
Hilton HHonors defers revenue received from participating
hotels and program partners in an amount equal to the
estimated cost per point of the future redemption obligation.
We engage outside actuaries to assist in determining the
fair value of the future award redemption obligation using
statistical formulas that project future point redemptions
based on factors that include historical experience, an esti-
mate of “breakage” (points that will never be redeemed),
an estimate of the points that will eventually be redeemed
and the cost of reimbursing hotels and other third parties
in respect to other redemption opportunities available to
members. Revenue is recognized by participating hotels and
resorts only when points that have been redeemed for hotel
stay certificates are used by members or their designees at
the respective properties. Additionally, when members of the
Hilton HHonors loyalty program redeem award certificates
at our owned and leased hotels, we recognize room
rental revenue.
Fair Value Measurements — Valuation Hierarchy
Fair value is defined as the price that would be received to
sell an asset or paid to transfer a liability in an orderly trans-
action between market participants on the measurement
date (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 assumptions market participants would use in pricing
the asset or liability developed based on the best information
available in the circumstances. The three-tier hierarchy of
inputs is summarized below:
• Level 1 — Valuation is based upon quoted prices (unadjusted)
for identical assets or liabilities in active markets.
• Level 2 — Valuation is based upon quoted prices for simi-
lar 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.
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.
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 our 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, we 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), a hedge of our foreign currency exposure
(net investment hedge) or an undesignated hedge instrument.
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 the consolidated statements of compre-
hensive 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. Changes in the
fair value of undesignated derivative instruments and the
ineffective portion of designated derivative instruments
are 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. Cash flows from
undesignated derivative financial instruments are included
as an investing activity in the consolidated statements
of cash flows.
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 our consolidated balance sheets, and
determining the foreign currency exposure of 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 via
use of 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 not 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 equity. Income and expense accounts are
translated at the average exchange rate for the period. Gains
and losses from foreign exchange rate changes related to
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 reported as a
component of gain (loss) on foreign currency transactions
in our consolidated statements of operations.
Self-Insurance
We are self-insured for various levels of general liability, auto
liability, workers’ compensation and employee health insur-
ance coverage at our owned properties. Additionally, the
majority of employees at managed hotels, of which we are
the employer, participate in our workers’ compensation and
employee health insurance coverage. Also, a number of our
Hilton Worldwide 2013
Annual Report
71
managed hotels participate in our general liability, auto
liability, excess liability and property insurance programs.
We purchase insurance coverage for claim amounts that
exceed our self-insured retentions. Our insurance reserves
are accrued based on estimates of the ultimate cost of
claims that occurred during the covered period, which
includes claims incurred but not reported. 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. Our provision for
insured events for the years ended December 31, 2013, 2012
and 2011 was $38 million, $27 million and $33 million,
respectively. Our insured claims and adjustments paid for
the years ended December 31, 2013, 2012 and 2011 were
$36 million, $37 million and $33 million, respectively.
Share-based Compensation
We recognize the cost of services received in a share-based
payment transaction with an employee as services are
received and recognize either a corresponding increase in
equity or a liability, 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 cost for an award classified
as an equity instrument is recognized ratably over the
requisite service period, including an estimate of forfeitures.
The requisite service period is the period during which an
employee is required to provide service in exchange for
an award.
Liability awards under a share-based payment arrangement
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 cost for each period until settle-
ment 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, including an
estimate of forfeitures.
Compensation cost 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, 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 loss and tax credit carry forwards. Deferred
tax assets and liabilities are measured using enacted tax
rates in effect for the year in which the respective temporary
differences or operating loss or tax credit carry forwards
are expected to be recovered or settled. The realization of
deferred tax assets and tax loss and tax credit carry forwards
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.
We use a prescribed recognition threshold and measurement
attribute for the financial statement recognition and
measurement of a tax position taken in a tax return. For all
income tax positions, we first determine whether it is
“more-likely-than-not” that a tax position will be sustained
upon examination, including resolution of any related
appeals or litigation processes, based on the technical merits
of the position. If it is determined that a position meets the
more-likely-than-not recognition threshold, the benefit
recognized in the financial statements is measured as the
largest amount of benefit that is greater than 50 percent
likely of being realized upon settlement.
Recently Issued Accounting Pronouncements
In July 2013, the Financial Accounting Standards Board
(“FASB”) issued Accounting Standards Update (“ASU”)
No. 2013-11 (“ASU 2013-11”), Income Taxes (Topic 740):
Presentation of an Unrecognized Tax Benefit When a Net
Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit
Carryforward Exists. This ASU provides guidance on the
financial statement presentation of an unrecognized tax
benefit when a net operating loss carryforward, a similar
tax loss or a tax credit carryforward exists in the applicable
jurisdiction to settle any additional income taxes that would
result from disallowance of the tax position. The provisions
of ASU 2013-11 are effective, prospectively, for reporting
periods beginning after December 15, 2013. The adoption
of ASU 2013-11 is not expected to materially affect our
consolidated financial statements.
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Hilton Worldwide 2013
Annual Report
In March 2013, the FASB issued ASU No. 2013-05
(“ASU 2013-05”), Foreign Currency Matters (Topic 830): Parent’s
Accounting for the Cumulative Translation Adjustment upon
Derecognition of Certain Subsidiaries or Groups of Assets within
a Foreign Entity or of an Investment in a Foreign Entity. The ASU
clarifies when a cumulative translation adjustment should
be released to net income when a parent either sells a part
or all of its investment in a foreign entity or no longer holds
a controlling financial interest in a subsidiary or group of
assets that is a nonprofit activity or a business (other than
a sale of in substance real estate) within a foreign entity.
The provisions of ASU 2013-05 are effective for reporting
periods beginning after December 15, 2013. The adoption
of ASU 2013-05 is not expected to materially affect our
consolidated financial statements.
In February 2013, the FASB issued ASU No. 2013-02
(“ASU 2013-02”), Comprehensive Income (Topic 220): Reporting of
Amounts Reclassified Out of Accumulated Other Comprehensive
Income. This ASU amends existing guidance by requiring
companies to report the effect of significant reclassifications
out of accumulated other comprehensive income on the
respective line items in net income if the amount being
reclassified is required to be reclassified in its entirety to net
income in the same reporting period. For amounts which
are not required to be reclassified in their entirety to net
income in the same reporting period, companies are
required to cross reference other disclosures that provide
information about those amounts. The provisions of
ASU 2013-02 were effective, prospectively, for reporting
periods beginning after December 15, 2012. The adoption of
this ASU resulted in additional disclosures within Note 23:
“Accumulated Other Comprehensive Loss.”
In July 2012, the FASB issued ASU No. 2012-02 (“ASU 2012-02”),
Intangibles — Goodwill and Other (Topic 350): Testing Indefinite-
Lived Intangible Assets for Impairment. This ASU permits an
entity to first assess qualitative factors to determine whether
it is more likely than not that the fair value of an indefinite-
lived intangible asset is less than its carrying amount as a
basis for determining whether it is necessary to perform
the quantitative impairment test. This ASU was effective
for annual and interim indefinite-lived intangible asset
impairment tests performed for fiscal years beginning after
September 14, 2012. The adoption of ASU 2012-02 did not have
a material effect on our consolidated financial statements.
NOTE 3
ACQUISITIONS
In conjunction with business combinations, we record
the assets acquired, liabilities assumed and noncontrolling
interests at fair value as of the acquisition date, including any
contingent consideration. Furthermore, acquisition-related
costs, such as due diligence, legal and accounting fees, are
expensed in the period incurred and are not capitalized or
applied in determining the fair value of the acquired assets.
Hilton Bradford
In October 2013, we purchased the land and building
associated with the Hilton Bradford, which we previously
leased under a capital lease, for a cash payment of British
Pound Sterling (“GBP”) 9 million, or approximately $15 million.
As a result of the acquisition, we released our capital lease
obligation of $17 million and recognized a gain of $2 million
that was included in other gain, net in our consolidated
statement of operations for the year ended December 31, 2013.
Land Parcel Acquisition
In April 2013, we acquired a parcel of land for $28 million,
which we previously leased under a long-term ground lease.
Odawara Hilton Co., LTD
In December 2012, we purchased the remaining 53.5 percent
ownership interest in Odawara Hilton Co., LTD (“OHC”),
which leased the Hilton Odawara that we managed, for
a cash payment of Japanese Yen (“JPY”) 155 million, or
approximately $1 million. Prior to the acquisition, we had a
46.5 percent ownership interest in OHC, with the remaining
interest held by nine stockholders each of whom had no
more than a 10 percent ownership interest. We were
considered to be the primary beneficiary of this VIE and, as
such, OHC was consolidated in our consolidated financial
statements. Upon completion of the acquisition of the
remaining interests, we wholly own OHC. The equity
transaction resulted in a decrease of approximately
$4 million to additional paid-in capital.
In conjunction with this acquisition and predicated upon the
fact that it would occur, in December 2012, OHC executed a
binding purchase agreement with the owner of the Hilton
Odawara to purchase the building and the surrounding land.
However, the closing of the sale, which will include the
exchange of cash and the acquisition of the title by Hilton,
will not occur until December 2015. As a result of this purchase
agreement and other factors, the Hilton Odawara lease,
which was previously accounted for as an operating lease,
was recorded as a capital lease asset and obligation of
$15 million as of December 31, 2012.
Hilton Worldwide 2013
Annual Report
73
Oakbrook Suites and Garden Inn, LLC
In August 2011, we purchased the remaining 50 percent
ownership interest in Oakbrook Suites and Garden Inn, LLC
(“Oakbrook LLC”), which owned the Hilton Suites Oakbrook
and the Hilton Garden Inn Oakbrook Terrace, for a cash
payment of $12 million. Prior to the acquisition, we had a
50 percent ownership interest in Oakbrook LLC, which was
accounted for using the equity method. Upon completion of
the acquisition of the remaining interests, we wholly owned
Oakbrook LLC, and it was consolidated in our consolidated
financial statements. The fair value of the net assets
acquired was $24 million. Our cash paid for the acquisition,
along with the carrying value of our investment in Oakbrook
LLC, was allocated to the net assets acquired, which consisted
primarily of land, buildings and furniture and equipment.
NOTE 4
DISPOSALS
Conrad Istanbul
In December 2013, we completed the sale of our 25 percent
equity interest in a joint venture entity that owns the Conrad
Istanbul for $17 million. As a result of the sale, we reclassified
a currency translation adjustment of $14 million, which was
previously included in accumulated other comprehensive
loss, to earnings and included this in our calculation of the
loss on sale of our equity interest. In total, we recognized a
pre-tax loss on the sale of $1 million that was included in
other gain, net in our consolidated statement of operations
for the year ended December 31, 2013.
India Joint Venture
In December 2011, we completed the sale of our 26 percent
interest in a hotel development joint venture located in India
for GBP 15 million, or approximately $23 million. As a result of
the sale, we reclassified the currency translation adjustment
of $8 million, which was previously recognized in accu-
mulated other comprehensive loss, to earnings within our
consolidated statement of operations for the year ended
December 31, 2011. Further, we recognized a related pre-tax
loss on the sale of $10 million that was included in other
gain, net in our consolidated statement of operations for
the year ended December 31, 2011.
Beverly Hills Office Building
In January 2011, we completed the sale of our former
corporate headquarters office building in Beverly Hills,
California for approximately $65 million and recognized a
pre-tax gain of $16 million that was included in other gain,
net in our consolidated statement of operations for the
year ended December 31, 2011.
NOTE 5
INVENTORIES
Inventories were as follows:
(in millions)
Timeshare
Hotel
NOTE 6
PROPERTY AND EQUIPMENT
Property and equipment were as follows:
(in millions)
Land
Buildings and leasehold improvements
Furniture and equipment
Construction-in-progress
Accumulated depreciation and amortization
December 31,
2013
$371
25
$396
2012
$389
26
$415
December 31,
2013
2012
$ 4,098
5,511
1,172
67
$ 4,090
5,450
1,111
88
10,848
(1,790)
10,739
(1,542)
$ 9,058
$ 9,197
Depreciation and amortization expense on property and
equipment, including amortization of assets recorded under
capital leases, was $318 million, $290 million and $323 million
during the years ended December 31, 2013, 2012 and 2011,
respectively.
As of December 31, 2013 and 2012, property and equipment
included approximately $130 million and $157 million,
respectively, of capital lease assets primarily consisting of
buildings and leasehold improvements, net of $59 million
and $71 million, respectively, of accumulated depreciation
and amortization.
No impairment losses were recognized on property and
equipment for the year ended December 31, 2013. The
following table details the impairment losses recognized
on our assets included in property and equipment, by
property type, for the years ended December 31, 2012
and 2011:
(in millions)
Owned and leased hotels
Timeshare properties
Corporate office facilities
Year Ended December 31,
2012
2011
$42
—
11
$53
$17
3
—
$20
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Hilton Worldwide 2013
Annual Report
NOTE 7
FINANCING RECEIVABLES
The changes in our allowance for uncollectible timeshare
financing receivables were as follows:
Financing receivables were as follows:
(in millions)
(in millions)
Financing receivables
Less: allowance
Current portion of
financing receivables
Less: allowance
Total financing
receivables
December 31, 2013
Securitized Unsecuritized
Timeshare Timeshare
$205
(11)
194
29
(2)
27
$654
(67)
587
106
(12)
94
Other
$49
(1)
48
—
—
—
Total
$908
(79)
829
135
(14)
121
$221
$681
$48
$950
Balance as of December 31, 2010
Write-offs
Provision for uncollectibles on sales
Balance as of December 31, 2011
Write-offs
Provision for uncollectibles on sales
Balance as of December 31, 2012
Write-offs
Provision for uncollectibles on sales
Balance as of December 31, 2013
$101
(36)
32
97
(33)
29
93
(25)
24
$ 92
Our timeshare financing receivables as of December 31, 2013
mature as follows:
(in millions)
Financing receivables
Less: allowance
Current portion of
financing receivables
Less: allowance
December 31, 2012
Unsecuritized
Timeshare
$853
(81)
772
131
(12)
119
Other
$44
(1)
43
—
—
—
Total
$897
(82)
815
131
(12)
119
(in millions)
Year
2014
2015
2016
2017
2018
Thereafter
Total financing receivables
$891
$43
$934
Less: allowance
Securitized Unsecuritized
Timeshare
Timeshare
$ 29
29
30
30
30
86
234
(13)
$221
$106
87
90
92
89
296
760
(79)
$681
Timeshare Financing Receivables
In August 2013, we completed a securitization of
approximately $255 million of gross timeshare financing
receivables and issued $250 million in aggregate principal
amount of 2.28 percent notes with maturities of January
2026 (“Securitized Timeshare Debt”). The securitization
transaction did not qualify as a sale for accounting purposes
and, accordingly, no gain or loss was recognized and the
proceeds were presented as debt. See Note 13: “Debt” for
additional details.
In May 2013, we entered into a revolving non-recourse
timeshare financing receivables credit facility (“Timeshare
Facility”) that is secured by certain of our timeshare financing
receivables. As of December 31, 2013, we had $492 million
of gross timeshare financing receivables secured under our
Timeshare Facility. See Note 13: “Debt” for additional details.
As of December 31, 2013, we had 53,123 timeshare notes
outstanding, including those which are collateral for our
Securitized Timeshare Debt, with interest rates ranging from
zero percent to 20.50 percent, an average interest rate of
11.97 percent, a weighted average remaining term of 7.5 years
and maturities through 2025. As of December 31, 2013 and
2012, we had ceased accruing interest on timeshare notes
with aggregate principal balances of $32 million and
$30 million, respectively.
The following table details an aged analysis of our gross
timeshare financing receivables balance:
(in millions)
Current
30-89 days past due
90-119 days past due
120 days and greater past due
NOTE 8
INVESTMENTS IN AFFILIATES
Investments in affiliates were as follows:
(in millions)
Equity investments
Other investments
December 31,
2013
$948
14
4
28
$994
2012
$940
14
4
26
$984
December 31,
2013
$245
15
$260
2012
$276
15
$291
We maintain investments in affiliates accounted for
under the equity method, which are primarily investments
in entities that owned or leased 30 and 32 hotels as of
December 31, 2013 and 2012, respectively.
Hilton Worldwide 2013
Annual Report
75
Our investments in affiliates accounted for under the equity
method totaled $245 million and $276 million, representing
approximately one percent of total assets as of December 31,
2013 and 2012. We are a partner in joint ventures with Felcor
Hotels, LLC and affiliates that own 13 hotels in which our
ownership interest ranges from 10 percent to 50 percent, as
well as a management company in which we have a
50 percent interest. The total carrying amount of our invest-
ments with Felcor Hotels, LLC and affiliates was $99 million
and $104 million as of December 31, 2013 and 2012, respectively.
During the year ended December 31, 2013, we sold a joint
venture investment with Felcor with a carrying value of
$3 million. We are also partners in other significant joint ven-
tures with the following ownership interests and carrying
amounts: a 25 percent ownership interest in Ashford HHC
Partners III, LP, which owns two hotels and had a carrying
amount of $20 million and $37 million as of December 31,
2013 and 2012, respectively; and a 40 percent interest in
Domhotel GmbH, Berlin, which owns one hotel and had
a carrying amount of $38 million and $35 million as of
December 31, 2013 and 2012, respectively. We also have
investments in 14 other joint ventures in which our ownership
interest ranges from 10 percent to 50 percent.
The equity investments had total debt of approximately
$1.1 billion as of December 31, 2013 and 2012. Substantially all
of the debt is secured solely by the affiliates’ assets or is
guaranteed by other partners without recourse to us. We
were the creditor on $17 million and $20 million of total debt
from unconsolidated affiliates as of December 31, 2013
and 2012, respectively, which was included in financing
receivables, net in our consolidated balance sheets.
We identified certain indicators of impairment in 2012 and
2011 relative to the carrying value of certain of our investments
and, as a result, determined that we had impairments on
these investments during the years ended December 31,
2012 and 2011. We recorded $19 million and $141 million of
impairment losses on certain equity method investments
during the years ended December 31, 2012 and 2011, respec-
tively, which were included in equity in earnings (losses)
from unconsolidated affiliates in our consolidated statements
of operations. Additionally in 2012, we recorded a $1 million
impairment loss on one of our other investments, which was
included in impairment losses in our consolidated statement
of operations for the year ended December 31, 2012.
as of December 31, 2013 and 2012, respectively. We estimate
our future amortization expense to be approximately
$3 million per year for the remaining amortization period.
NOTE 9
CONSOLIDATED VARIABLE INTEREST ENTITIES
As of December 31, 2013, 2012 and 2011, we consolidated
four, three and four VIEs, respectively. During the years
ended December 31, 2013, 2012 and 2011, 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.
Two of our VIEs lease hotels from unconsolidated affiliates
in Japan. We hold a significant ownership interest in these
VIEs and have the power to direct the activities that most
significantly affect their economic performance. Our consol-
idated balance sheets included the assets and liabilities of
these entities, which primarily comprised $42 million and
$29 million of cash and cash equivalents, $26 million and
$66 million of property and equipment, net and $284 million
and $408 million of non-recourse debt as of December 31,
2013 and 2012, respectively. The assets of these entities are
only available to settle the obligations of these entities.
Interest expense related to the non-recourse debt of these
two consolidated VIEs was $28 million during the year ended
December 31, 2013 and $33 million during the years ended
December 31, 2012 and 2011, and was included in interest
expense in our consolidated statements of operations.
In February 2013, Osaka Hilton Co., Ltd., one of our
consolidated VIEs in Japan, signed a Memorandum of
Understanding to restructure the terms of their capital lease.
The terms of the restructuring call for a reduction in future
rent expense under the lease, as well as a commitment to
fund capital improvements to the hotel. As of December 31,
2013, we no longer have a commitment to fund these capital
improvements. The effect of the capital lease restructuring
was recognized during the year ended December 31, 2013,
resulting in a reduction in property and equipment, net of
$44 million and a reduction in non-recourse debt of $48 million.
In 2012, we acquired the remaining ownership interest in
OHC, which was previously one of our consolidated VIEs
located in Japan. See Note 3: “Acquisitions” for further
discussion of this transaction.
In connection with the Merger, we recorded our equity
method investments at their estimated fair value, which
resulted in an increase to our historical basis in those entities,
primarily as a result of an increase in the fair value of the
real estate assets of the investee entities. The basis difference
is being amortized as a component of equity in earnings
(losses) from unconsolidated affiliates over a period of
approximately 40 years and is also adjusted for impairment
losses. The unamortized basis was $119 million and $120 million,
In 2011, two of our consolidated VIEs located in Japan
restructured their lease agreements which were accounted
for as capital leases. We recognized a gain associated with
one of the lease restructurings of $13 million during the year
ended December 31, 2011, resulting from the difference
between the fair value of the new lease terms and the carry-
ing value of the former lease. This gain was recognized in
other gain, net, in our consolidated statement of operations
for the year ended December 31, 2011. Additionally, $7 million
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Hilton Worldwide 2013
Annual Report
of the gain was recognized as being attributable to
noncontrolling interests based on their ownership interest
in the VIE, and was included in net income attributable
to noncontrolling interests in our consolidated statement
of operations for the year ended December 31, 2011.
In August 2013, we formed a VIE to issue our Securitized
Timeshare Debt. We are the primary beneficiary of this VIE
as we have the power to direct the activities that most
significantly affect the VIE’s economic performance, the
obligation to absorb losses and the right to receive benefits
that are significant to the VIE. As of December 31, 2013, our
consolidated balance sheet included the assets and liabilities
of this entity, which primarily comprised $8 million of
restricted cash and cash equivalents, $221 million of securitized
financing receivables, net and $222 million of non-recourse
debt. Our consolidated statement of operations included
interest income of $17 million, included in timeshare revenue,
and interest expense of $3 million, included in interest
expense, for the year ended December 31, 2013, related to this
VIE. See Note 7: “Financing Receivables” and Note 13: “Debt” for
additional details of the timeshare securitization transaction.
We have an additional VIE that owns one hotel that was
immaterial to our consolidated financial statements.
NOTE 10
GOODWILL
As part of the purchase accounting for the Merger, we
recorded $10.5 billion of goodwill representing the excess
purchase price over the fair value of the other identified
assets and liabilities. During the year ended December 31,
2008, we recognized approximately $4.3 billion of impair-
ment charges relating to our goodwill, including impairment
losses of $795 million on our goodwill assigned to our
timeshare reporting unit, which had no remaining goodwill
assigned to that reporting unit as of December 31, 2013, 2012
and 2011. In the fourth quarter of each year, we performed
our annual assessment for impairment and concluded that
there was no impairment of our goodwill for the years
ended December 31, 2013, 2012 and 2011. Changes to our
goodwill during the years ended December 31, 2013, 2012 and
2011 were due to foreign currency translations. Our goodwill
balances, by reporting unit, were as follows:
Management
(in millions)
Ownership and Franchise Total
Goodwill
Accumulated impairment losses
$ 4,555
(3,527)
$5,147
—
$ 9,702
(3,527)
Balance as of December 31, 2011
Foreign currency translation
Goodwill
Accumulated impairment losses
Balance as of December 31, 2012
Foreign currency translation
Goodwill
Accumulated impairment losses
1,028
4
4,559
(3,527)
1,032
4
4,563
(3,527)
5,147
18
5,165
—
5,165
19
5,184
—
6,175
22
9,724
(3,527)
6,197
23
9,747
(3,527)
Balance as of December 31, 2013 $ 1,036
$5,184
$ 6,220
NOTE 11
OTHER INTANGIBLE ASSETS
Other intangible assets were as follows:
(in millions)
Amortizing Intangible Assets:
Management and
franchise agreements
Leases
Other (1)
December 31, 2013
Gross
Net
Carrying Accumulated Carrying
Amount Amortization Amount
$2,573
436
727
$(1,121)
(132)
(280)
$1,452
304
447
$3,736
$(1,533)
$2,203
Non-amortizing Intangible Assets:
Brands
$5,013
$
—
$5,013
(in millions)
Amortizing Intangible Assets:
Management and
franchise agreements
Leases
Other (1)
December 31, 2012
Gross
Net
Carrying Accumulated Carrying
Amount Amortization Amount
$2,542
408
646
$ (942)
(107)
(203)
$1,600
301
443
$3,596
$(1,252)
$2,344
Non-amortizing Intangible Assets:
Brands
$5,029
$
—
$5,029
(1) Includes capitalized software with a net balance of $218 million and $191 million
as of December 31, 2013 and 2012, respectively, and the Hilton HHonors
intangible with a net balance of $215 million and $236 million as of December 31,
2013 and 2012, respectively. We recorded amortization expense on capitalized
software of $52 million, $30 million and $15 million for the years ended
December 31, 2013, 2012 and 2011, respectively, and amortization expense on
the Hilton HHonors intangible of $22 million for the years ended December 31,
2013, 2012 and 2011.
Our amortizing intangible assets related to management
and franchise agreements, leases, proprietary technologies,
capitalized software and Hilton HHonors have finite lives
and, accordingly, we recorded amortization expense of
$285 million, $260 million and $241 million for the years
ended December 31, 2013, 2012 and 2011, respectively.
Changes to our brands intangible asset during the years
ended December 31, 2013 and 2012 were due to foreign
currency translations.
During the years ended December 31, 2013, 2012 and 2011, we
recorded no impairment relating to our other intangible assets.
Hilton Worldwide 2013
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77
We estimate our future amortization expense for our
amortizing intangible assets to be as follows:
(in millions)
Year
2014
2015
2016
2017
2018
Thereafter
$ 315
307
285
239
229
828
$2,203
NOTE 12
ACCOUNTS PAYABLE, ACCRUED EXPENSES
AND OTHER
Accounts payable, accrued expenses and other were
as follows:
(in millions)
Accrued employee compensation
and benefits
Accounts payable
Liability for guest loyalty program, current
Deposit liabilities
Deferred revenues, current
Self-insurance reserves, current
Other accrued expenses
December 31,
2013
2012
$ 547
319
366
195
48
52
552
$ 530
286
321
169
61
47
508
$2,079
$1,922
Deferred revenues and deposit liabilities are related
to our timeshare business and hotel operations. Other
accrued expenses consist of taxes, rent, interest and
other accrued balances.
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NOTE 13
DEBT
Long-term Debt
Long-term debt balances, including obligations for capital
leases, and associated interest rates were as follows:
(in millions)
Senior secured term loan facility
with a rate of 3.75%, due 2020
Senior notes with a rate of 5.625%,
due 2021
Commercial mortgage-backed
securities loan with an average rate
of 4.05%, due 2018(1)
Mortgage loan with a rate of 2.32%,
due 2018
Senior mortgage loans with a rate
of 2.51%, due 2015(2)
Secured mezzanine loans with an
average rate of 4.12%, due 2015(2)
Secured mezzanine loans with a rate
of 4.71%, due 2015(2)
Mortgage notes with an average rate
of 6.13%, due 2014 to 2016
Other unsecured notes with a rate
of 7.50%, due 2017(3)
Capital lease obligations with an average
rate of 5.88%, due 2015 to 2093
Contingently convertible notes with a rate
of 3.38%, due 2023(4)
Less: current maturities of long-term debt
Less: unamortized discount on senior
secured term loan facility
December 31,
2013
2012
$ 6,000
$
—
1,500
3,500
525
—
—
—
133
53
73
—
—
—
—
7,271
7,697
240
134
149
83
1
11,784
(4)
15,575
(392)
(29)
—
$11,751
$15,183
(1) The initial maturity date of the $875 million variable-rate component of this
borrowing is November 1, 2015. We have assumed all extensions, which are
solely at our option, were exercised.
(2) The rates are as of December 31, 2012, since the senior mortgage and secured
mezzanine loans were paid in full on October 25, 2013.
(3) The balance as of December 31, 2012, included $96 million of our 8 percent
unsecured notes due 2031 that were paid in full on November 25, 2013.
(4) The balance was less than $1 million as of December 31, 2013.
Debt Refinancing
In October 2013, we entered into the following
borrowing arrangements:
• a senior secured credit facility (the “Senior Secured
Credit Facility”) consisting of a $1.0 billion senior secured
revolving credit facility (the “Revolving Credit Facility”)
and a $7.6 billion senior secured term loan facility (the
“Term Loans”);
• $1.5 billion of 5.625% senior notes due in 2021
(the “Senior Notes”);
• a $3.5 billion commercial mortgage-backed securities
loan secured by 23 of our U.S. owned real estate assets
(the “CMBS Loan”); and
• a $525 million mortgage loan secured by our Waldorf
Astoria New York property (the “Waldorf Astoria Loan”).
On October 25, 2013, we used the cash proceeds from the
transactions above and available cash to repay in full all
$13.4 billion in borrowings outstanding, including accrued
interest, under our senior mortgage loans and secured
mezzanine loans (together, the “Secured Debt”).
In addition, on October 25, 2013, we issued a notice of
redemption to holders of all of the outstanding $96 million
aggregate principal amount of our unsecured notes due
2031. These bonds were redeemed in full on November 25,
2013 at a redemption price equal to 100 percent of the
principal amount and accrued and unpaid interest on the
principal amount, to, but not including November 25, 2013.
We refer to the transactions discussed above as the
“Debt Refinancing.”
Upon completion of the Debt Refinancing, we recognized a
$229 million gain on extinguishment of debt in our consoli-
dated statement of operations as follows:
(in millions)
Release of interest accrued under the interest method
Release of unamortized yield adjustments related
to prior debt modifications
Release of unamortized debt issuance costs
$201
43
(15)
$229
We also incurred $189 million of debt issuance costs across
the respective arrangements, which will be amortized over
the terms of each underlying debt agreement. As of
December 31, 2013, the net balance of these debt issuance
costs included in our consolidated balance sheet was
$168 million.
Senior Secured Credit Facility
On October 25, 2013, we entered into our Senior Secured
Credit Facility. Our Revolving Credit Facility, which matures
on October 25, 2018, has a capacity of $1.0 billion and allows
for up to $150 million to be drawn in the form of letters of
credit. As of December 31, 2013, we had $43 million of letters
of credit outstanding and $957 million of available borrowings
under the Revolving Credit Facility. We are currently required
to pay a commitment fee of 0.50 percent per annum under
the Revolving Credit Facility in respect of the unused
commitments thereunder. The commitment fee can be
reduced upon achievement of certain leverage ratios.
The Term Loans, which mature on October 25, 2020, were
issued with an original issue discount of 0.50 percent and
required quarterly principal payments equal to 0.25 percent
of the original principal amount. The Term Loans bear inter-
est at variable rates, at our option, which is payable monthly
or quarterly depending upon the variable rate that is chosen.
The obligations of the Senior Secured Credit Facility are
unconditionally and irrevocably guaranteed by us and all of
our direct or indirect wholly owned material domestic
subsidiaries, excluding our subsidiaries that are prohibited
from providing guarantees as a result of the agreements
governing our Timeshare Facility and/or our Securitized
Timeshare Debt and our subsidiaries that secure our CMBS
Loan and our Waldorf Astoria Loan. Additionally, none of
our foreign subsidiaries or our non-wholly owned domestic
subsidiaries guarantee the Senior Secured Credit Facility.
In December 2013, we used the net proceeds of
approximately $1,243 million received by us from our IPO
and available cash to repay approximately $1,250 million of
the Term Loans. Additionally, we have made voluntary
prepayments of $350 million on our Term Loans since the
date of the Debt Refinancing. As a result of the voluntary
prepayments, the quarterly principal payments are no
longer required for the remainder of the term of the loan.
Additionally, with these repayments on the Term Loans, we
paid down one tranche and released the debt issuance costs
and unamortized original issue discount allocated to that
tranche totaling $23 million, which was included in interest
expense in our consolidated statement of operations for
the year ended December 31, 2013.
Senior Notes
On October 4, 2013, we issued $1.5 billion aggregate principal
of 5.625% Senior Notes due 2021. Interest on the Senior
Notes is payable semi-annually in cash in arrears on April 15
and October 15 of each year, beginning on April 15, 2014. The
Senior Notes are guaranteed on a senior unsecured basis by
us and certain of our wholly owned subsidiaries.
CMBS Loan
On October 25, 2013, we entered into the $3.5 billion CMBS
Loan, which is secured by 23 of our U.S. owned hotels. The
CMBS loan has a fixed-rate component in the amount of
$2.625 billion bearing interest at 4.47 percent with a term of
five years and a $875 million variable-rate component based
on one-month LIBOR plus 265 basis points that has an initial
term of two years with three one-year extensions solely at
our option, for which the rate would increase by 25 basis
points during the final extension period. Interest for both
components is payable monthly. Under this loan, we are
required to deposit with the lender certain cash reserves for
restricted uses. As of December 31, 2013, our consolidated
balance sheet included $29 million of restricted cash and
cash equivalents related to the CMBS Loan.
Waldorf Astoria Loan
On October 25, 2013, we entered into the $525 million
Waldorf Astoria Loan, secured by our Waldorf Astoria
New York property. The Waldorf Astoria Loan matures on
October 25, 2018 and bears interest at a variable-rate
based on one-month LIBOR plus 215 basis points that is
payable monthly.
Hilton Worldwide 2013
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79
Secured Debt
The Secured Debt, which we repaid in full during our Debt
Refinancing, totaled $15.2 billion as of December 31, 2012.
Interest under the Secured Debt was payable monthly and
included both variable and fixed components. The Secured
Debt was secured by substantially all of our consolidated
assets in which we held an ownership interest and contained
significant restrictions on the incurrence of any additional
indebtedness by us, including the prohibition of any additional
indebtedness for borrowed money evidenced by bonds,
debentures, notes or other similar instruments, except for
permission to borrow up to $400 million against our time-
share financing receivables pursuant to the Timeshare
Facility; see further discussion below. Additionally, under
the terms of our Secured Debt, we were restricted from
declaring dividends.
We were required to deposit with the lender certain cash
reserves that could, upon our request, be used for, among
other things, debt service, capital expenditures and general
corporate purposes. As of December 31, 2013, we did not
have cash reserves on deposit with the lender, as we used
the balance previously deposited to repay a portion of our
Secured Debt, as permitted by the lender. As of December 31,
2012, the cash reserves on deposit with the lender totaled
$147 million and were included in restricted cash and cash
equivalents in our consolidated balance sheet as a current
asset because we had the ability to access the cash within
the 12 months following that date, subject to necessary
lender notification.
As a result of our Debt Refinancing, we repaid our
outstanding Secured Debt, including accrued interest
though the next debt service period, on October 25, 2013,
totaling $13.4 billion.
Non-recourse Debt
Non-recourse debt, including obligations for capital leases,
and associated interest rates were as follows:
(in millions)
Capital lease obligations of
consolidated VIEs with a rate of 6.34%,
due 2018 to 2026
Non-recourse debt of
consolidated VIEs with an average
rate of 3.30%, due 2015 to 2018(1)
Timeshare Facility with a rate of 1.42%,
due 2016
Securitized Timeshare Debt with a rate
of 2.28%, due 2026
Less: current maturities of non-recourse debt
December 31,
2013
2012
$255
$373
41
450
222
968
(48)
47
—
—
420
(15)
$920
$405
(1) Excludes the non-recourse debt of our VIE that issued the Securitized Timeshare
Debt, as this is presented separately.
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Hilton Worldwide 2013
Annual Report
Timeshare Facility
In May 2013, we entered into a receivables loan agreement
that is secured by certain of our timeshare financing
receivables. See Note 7: “Financing Receivables” for further
discussion. Under the terms of the loan agreement we
were permitted to borrow up to a maximum amount of
approximately $400 million based on the amount and credit
quality characteristics of the timeshare financing receivables
securing the loan. In August 2013, we repaid $250 million
of the outstanding $400 million using proceeds from the
Securitized Timeshare Debt issuance. Further, in October 2013,
we amended the Timeshare Facility to increase the
maximum borrowings to $450 million.
The Timeshare Facility is a non-recourse obligation and
is payable solely from the timeshare financing receivables
securing the loan and any deposit payments received from
customers on the pledged receivables. The loan agreement
allows for us to borrow up to the maximum amount until
May 2015, and all amounts borrowed must be repaid by
May 2016. Interest on the loan, at a variable rate, is
payable monthly.
We are required to deposit payments received from
customers on the pledged timeshare financing receivables
into a depository account maintained by a third party. On a
monthly basis, the depository account will first be utilized to
make required interest and other payments due under the
receivables loan agreement. After payment of all amounts
due under the receivables loan agreement, any remaining
amounts will be remitted to us for use in our operations.
The balance in the depository account, totaling $12 million
as of December 31, 2013, was included in restricted cash and
cash equivalents in our consolidated balance sheet.
Securitized Timeshare Debt
In August 2013, we completed a securitization of
approximately $255 million of gross timeshare financing
receivables and issued notes secured by such timeshare
receivables with an aggregate principal amount of
$250 million. The Securitized Timeshare Debt is backed by a
pledge of assets, consisting primarily of a pool of timeshare
financing receivables secured by first mortgages or deeds
of trust on timeshare interests. See Note 7: “Financing
Receivables” for further discussion. The Securitized
Timeshare Debt bears interest at a fixed rate of 2.28 percent
per annum and has a stated maturity of January 2026. The
Securitized Timeshare Debt is a non-recourse obligation
and is payable solely from the pool of timeshare financing
receivables pledged as collateral to the Securitized Timeshare
Debt and related assets. The net proceeds from the Securitized
Timeshare Debt were used to repay a portion of the
Timeshare Facility.
We are required to deposit payments received from
customers on the securitized timeshare financing receivables
into a depository account maintained by a third party. On a
monthly basis, the depository account will first be utilized to
make required principal, interest and other payments due
with respect to the Securitized Timeshare Debt. After pay-
ment of all amounts due with respect to the Securitized
Timeshare Debt, any remaining amounts will be remitted to
us for use in our operations. The balance in the depository
account, totaling $8 million as of December 31, 2013, was
included in restricted cash and cash equivalents in our
consolidated balance sheet.
Debt Maturities
The contractual maturities of our long-term debt and non-
recourse debt as of December 31, 2013 were as follows:
(in millions)
Year
2014
2015
2016
2017
2018(1)
Thereafter
$
52
69
622
96
4,068
7,845
$12,752
(1) The CMBS Loan has three one-year extensions solely at our option that effectively
extend maturity to November 1, 2018. We have assumed all extensions for
purposes of calculating maturity dates.
NOTE 14
DEFERRED REVENUES
Deferred revenues were as follows:
(in millions)
Hilton HHonors points sales
Other
December 31,
2013
$597
77
$674
2012
$ —
82
$82
Hilton HHonors Points Sales
In October 2013, we sold Hilton HHonors points to American
Express Travel Related Services Company, Inc. (“Amex”),
and Citibank, N.A. (“Citi”), for $400 million and $250 million,
respectively, in cash. Amex and Citi and their respective
designees (collectively, the “co-branded card issuers”) may
use the points in connection with Hilton HHonors
co-branded credit cards and for promotions, rewards and
incentive programs or certain other activities as they may
establish or engage in from time to time. Upon receipt of
the cash, we recognized deferred revenues of $650 million
in our consolidated balance sheet, which is reduced as the
co-branded card issuers use the points for these activities.
Other
Other deferred revenues is primarily related to our timeshare
business and hotel operations.
NOTE 15
OTHER LIABILITIES
Other long-term liabilities were as follows:
(in millions)
Program surplus
Pension obligations
Other long-term tax liabilities
Deferred employee compensation
and benefits
Self-insurance reserves
Guarantee liability
Other
December 31,
2013
2012
$ 314
138
344
$ 263
262
340
147
81
51
74
129
80
57
310
$1,149
$1,441
Program surplus represents obligations to operate our
marketing, sales and brand programs on behalf of our hotel
owners. Guarantee liability is related to obligations under
our outstanding performance guarantees. Our obligations
related to the self-insurance claims are expected to be
satisfied, on average, over the next three years.
NOTE 16
DERIVATIVE INSTRUMENTS AND
HEDGING ACTIVITIES
During the years ended December 31, 2013, 2012 and 2011,
derivatives were used to hedge the interest rate risk
associated with variable-rate debt. Under the terms of
the CMBS Loan and Waldorf Astoria Loan entered into in
connection with the Debt Refinancing, we are required
to hedge interest rate risk using derivative instruments.
Additionally, under the terms of the Secured Debt, we
were required to hedge interest rate risk using derivative
instruments with an aggregate notional amount equal
to the principal amount of the Secured Debt.
Cash Flow Hedges
Term Loans Interest Rate Swaps
In October 2013, we entered into four interest rate
swap agreements with an aggregate notional amount of
$1.45 billion that expire in October 2018. These agreements
swap three-month LIBOR to a fixed-rate of 1.87 percent.
We have elected to designate these interest rate swaps as
cash flow hedges for accounting purposes.
Secured Debt Interest Rate Caps
During the year ended December 31, 2011, we held eleven
interest rate caps with an aggregate notional amount of
$16.2 billion, of which eight interest rate caps with an
aggregate notional amount of $14.6 billion were designated
as effective hedging instruments, which expired in
November 2011.
Hilton Worldwide 2013
Annual Report
81
Non-designated Hedges
CMBS Interest Rate Caps
In October 2013, we entered into an interest rate cap
agreement for a notional amount of $875 million for the
variable-rate component of the CMBS Loan that expires in
November 2015. This agreement caps one-month LIBOR
at 6.0 percent. We did not elect to designate this interest
rate cap as a hedging instrument.
Waldorf Astoria Interest Rate Cap
In October 2013, we entered into an interest rate cap
agreement for a notional amount of $525 million that expires
in November 2015. This agreement caps one-month LIBOR
at 4.0 percent. We did not elect to designate this interest
rate cap as a hedging instrument.
Secured Debt Interest Rate Caps
During the year ended December 31, 2013, we held ten
interest rate caps with an aggregate notional amount of
$15.2 billion, which were executed in August 2012 and
matured in November 2013. We did not elect to designate
any of these ten interest rate caps as effective hedging
instruments for accounting purposes.
During the year ended December 31, 2012, we held ten
interest rate caps with an aggregate notional amount of
$15.9 billion, which were executed in October 2011 and
matured in November 2012. We did not elect to designate
any of these ten interest rate caps as effective hedges for
accounting purposes.
As of December 31, 2011, we held ten interest rate caps
with an aggregate notional amount of $15.9 billion. We did
not elect to designate any of these ten interest rate caps as
effective hedges for accounting purposes. The caps were
executed in October 2011 to replace our previous portfolio
maturing in November 2011, which included eight interest
rate caps designated as effective hedging instruments and
three interest rate caps with an aggregate notional amount
of $1.6 billion, which we did not elect to designate as
effective hedges.
Fair Value of Derivative Instruments
The effects of our derivative instruments on our consolidated
balance sheets were as follows:
(in millions)
December 31, 2013
December 31, 2012
Balance Sheet
Classification
Fair
Value
Balance Sheet
Fair
Classification Value
Cash Flow
Hedges
Interest rate swaps Other assets
Non-designated
Hedges
Interest rate caps(1) Other assets
$10
N/A
$—
— Other assets —
(1) The fair values of our interest rate caps were immaterial as of December 31, 2013
and 2012.
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Earnings Effect of Derivative Instruments
The effects of our derivative instruments on our consolidated
statements of operations and consolidated statements of
comprehensive income (loss) before any effect for income
taxes were as follows:
Amount of Gain (Loss)
Recognized in Income
Classification
of Gain (Loss)
Recognized
2013
2012
2011
(in millions)
Cash Flow
Hedges
Interest rate swaps(1)
Other
comprehensive
income (loss)
$10
Interest rate caps(2) Other gain, net —
Non-designated
Hedges
Interest rate caps(3) Other gain, net —
$—
—
$—
(2)
(1)
(1)
(1) There were no amounts recognized in earnings related to hedge ineffectiveness
or amounts excluded from hedge effectiveness testing during the year ended
December 31, 2013.
(2) Relates to hedge ineffectiveness on the eight designated Secured Debt interest
rate caps that were outstanding during the year ended December 31, 2011.
No amounts were excluded from hedge effectiveness testing.
(3) An immaterial loss was recorded during the year ended December 31, 2013.
NOTE 17
FAIR VALUE MEASUREMENTS
The carrying amounts and estimated fair values of our
financial assets and liabilities, which included related current
portions, were as follows:
(in millions)
Assets:
Cash equivalents
Restricted cash
equivalents
Timeshare financing
receivables
Interest rate swaps
Liabilities:
Long-term debt(1) (3)
Non-recourse debt(2) (3)
(in millions)
Assets:
Cash equivalents
Restricted cash
equivalents
Timeshare financing
receivables
Liabilities:
Long-term debt(1)(3)
December 31, 2013
Hierarchy Level
Carrying
Amount
Level 1
Level 2
Level 3
$
309
$ —
$ 309 $
—
107
994
10
11,682
672
—
—
—
57
—
107
—
—
10
996
—
1,560 10,358
670
—
December 31, 2012
Hierarchy Level
Carrying
Amount
Level 1
Level 2
Level 3
$
561
$ —
$ 561 $
—
322
984
—
—
322
—
—
987
15,492
152
— 15,716
(1) Excludes capital lease obligations with a carrying value of $73 million and
$83 million as of December 31, 2013 and 2012, respectively.
(2) Represents the Securitized Timeshare Debt and the Timeshare Facility.
(3) Includes current maturities.
We believe the carrying amounts of our current financial assets
and liabilities and other financing receivables approximated
fair value as of December 31, 2013 and 2012. 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 value. 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.
Cash equivalents and restricted cash equivalents primarily
comprise short-term interest-bearing money market funds
with maturities of less than 90 days, time deposits and
commercial paper. The estimated fair values were based
on available market pricing information of similar
financial instruments.
The estimated fair value of our timeshare financing
receivables were based on the expected future cash flows
discounted at risk-adjusted rates. The primary sensitivity
in these estimates is based on the selection of appropriate
discount rates. Fluctuations in these assumptions will result
in different estimates of fair value. An increase in the
discount rate would result in a decrease in the fair value.
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.
The estimated fair value of our Level 1 long-term debt was
based on prices in active debt markets. The estimated fair
value of our Level 2 long-term debt was based on bid prices
in a non-active debt market. The estimated fair values of our
Level 3 fixed-rate long-term debt were estimated based on
the expected future cash flows discounted at risk-adjusted
rates. The primary sensitivity in these estimates is based on
the selection of appropriate discount rates. Fluctuations in
these assumptions will result in different estimates of fair
value. An increase in the discount rate would result in a
decrease in the fair value. The estimated fair values of our
Level 3 fixed-rate non-recourse debt were primarily based
on indicative quotes received for similar issuances.
As of December 31, 2013, the carrying amounts of certain of
our Level 3 variable-rate long-term debt and non-recourse
debt approximated fair value as the interest rates under the
loan agreements approximated current market rates. As of
December 31, 2012, the estimated fair value of our Level 3
variable-rate long-term debt was based on estimates of
market spreads when quoted market values did not exist, on
the current rates offered to us for debt of the same maturities
or quoted market prices for the same or similar issues. In
determining the current market rate for the fixed rate debt,
a market spread was added to the quoted yields on federal
government treasury securities with similar maturity dates.
The primary sensitivity in these estimates is based on the
selection of appropriate market spreads. Fluctuations in
these assumptions will result in different estimates of fair
value. An increase in the market spread would result in a
decrease in the fair value.
No financial or nonfinancial assets were measured at fair
value on a nonrecurring basis as of December 31, 2013. The
estimated fair values of our financial and nonfinancial assets
that were measured at fair value on a nonrecurring basis as
a result of impairment losses were as follows:
(in millions)
Property and
equipment, net
Investments in
affiliates
Year Ended December 31,
2012
2011
Fair
Value(1)
Impairment
Losses
Fair
Value(1)
Impairment
Losses
$24
$53
$
5
$ 20
29
20
205
141
(1) Fair value measurements using significant unobservable inputs (Level 3).
During the years ended December 31, 2012 and 2011, property
and equipment, net with a carrying value of $77 million and
$25 million before impairment, respectively, was reduced
to its estimated fair value, resulting in impairment losses
of $53 million and $20 million, respectively. Using estimates
of undiscounted net cash flows, we concluded that the
carrying values of the assets were not fully recoverable.
We estimated the fair value of the assets using discounted
cash flow analyses, with estimated stabilized growth rates
ranging from 2 percent to 3 percent, a discounted cash flow
term of 10 years, terminal capitalization rates ranging from
8 percent to 9 percent and discount rates ranging from
9 percent to 12 percent. The discount and terminal capital-
ization rates used for the fair value of the assets reflect the
risk profile of the individual markets where the assets are
located, and are not necessarily indicative of our hotel
portfolio as a whole.
During the years ended December 31, 2012 and 2011,
investments in affiliates with a carrying value of $49 million
and $346 million before impairment, respectively, were
reduced to their estimated fair value, resulting in impairment
losses of $20 million and $141 million, respectively, related
to our investments in entities that own or lease hotels. We
estimated the fair value of the investments using discounted
cash flow analyses, with estimated stabilized growth rates
ranging from 3 percent to 7 percent, a discounted cash flow
term of 10 years, terminal capitalization rates ranging from
8 percent to 12 percent and discount rates ranging from
10 percent to 22 percent. The discount and terminal capital-
ization rates used for the fair value of our investments reflect
the risk profile of the individual markets where the assets
subject to our investment are located, and are not necessarily
indicative of our investment portfolio as a whole.
Hilton Worldwide 2013
Annual Report
83
NOTE 18
LEASES
We lease hotel properties, land, equipment and corporate
office space under operating and capital leases. As of
December 31, 2013 and 2012, we leased 70 hotels and
71 hotels, respectively, under operating leases and five hotels
and seven hotels, respectively, under capital leases. As of
December 31, 2013 and 2012, two of these capital leases were
liabilities of VIEs that we consolidated and were non-recourse
to us. Our leases expire at various dates from 2014 through
2196, with varying renewal options, and the majority expire
before 2026.
Our operating leases may require minimum rent payments,
contingent rent payments based on a percentage of revenue
or income or rent payments equal to the greater of a mini-
mum rent or contingent rent. In addition, we may be required
to pay some, or all, of the capital costs for property and
equipment in the hotel during the term of the lease.
The future minimum rent payments, under non-cancelable
leases, due in each of the next five years and thereafter as of
December 31, 2013, were as follows:
(in millions)
Year
2014
2015
2016
2017
2018
Thereafter
Total minimum rent
payments
Less: amount
representing interest
Present value of net
minimum rent payments
Operating
Leases
Capital
Leases
Non-Recourse
Capital
Leases
$ 264
251
243
230
223
2,075
$ 8
16
6
6
6
106
$ 26
26
26
26
26
272
$3,286
148
402
(75)
(147)
$ 73
$ 255
Amortization of assets recorded under capital leases
is recorded in depreciation and amortization in our
consolidated statements of operations and is recognized
over the lease term.
Rent expense for all operating leases was as follows:
(in millions)
Minimum rentals
Contingent rentals
Year Ended December 31,
2013
$271
148
$419
2012
$286
161
$447
2011
$264
175
$439
During the year ended December 31, 2013, we purchased the
land and building associated with the Hilton Bradford, which
we previously leased under a capital lease. As a result of
the acquisition, we released our capital lease obligation of
$17 million as of the acquisition date. For further discussion,
see Note 3: “Acquisitions.”
84
Hilton Worldwide 2013
Annual Report
During the year ended December 31, 2012, we acquired the
remaining ownership interest in one of our consolidated
VIEs located in Japan, as well as restructured the lease
agreement for the Hilton Odawara. In conjunction with
the lease restructuring, we executed a binding purchase
agreement with the owner to purchase the building and
surrounding land at the end of the extended lease term. The
Hilton Odawara lease, which was previously accounted for
as an operating lease, was recorded as a capital lease asset
and obligation of $15 million as of December 31, 2012. See
Note 3: “Acquisitions” for discussion regarding the acquisition
of the VIE.
NOTE 19
INCOME TAXES
Our tax provision (benefit) includes federal, state and foreign
income taxes payable. The domestic and foreign components
of income before income taxes were as follows:
(in millions)
U.S. income before tax
Foreign income before tax
Income before income taxes
Year Ended December 31,
2013
$502
196
$698
2012
$435
138
$573
2011
$ 48
148
$196
The components of our provision (benefit) for income taxes
were as follows:
(in millions)
Current:
Federal
State
Foreign
Total current
Deferred:
Federal
State
Foreign
Total deferred
Total provision (benefit)
for income taxes
Year Ended December 31,
2013
2012
2011
$ 94
15
64
173
160
4
(99)
65
$ 71
13
57
141
63
2
8
73
$ 50
8
70
128
(190)
(8)
11
(187)
$238
$214
$ (59)
During 2013, 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 the benefit
of various foreign deferred tax assets and state net operating
losses. Accordingly, as of December 31, 2013, we released
valuation allowances of $109 million and $12 million,
respectively, against our deferred tax assets related to our
foreign deferred tax assets and state net operating losses.
During 2011, based on our consideration of all then-available
positive and negative evidence, we believed that it was more
likely than not we would be able to realize the benefit of our
U.S. federal foreign tax credits. Accordingly, as of December 31,
2011, we released valuation allowances of $182 million
against our deferred tax assets related to our U.S. foreign
tax credits.
Reconciliations of our tax provision at the U.S. statutory rate
to the provision (benefit) for income taxes were as follows:
(in millions)
Statutory U.S. federal income
tax provision
State income taxes, net of
U.S. federal tax benefit
Foreign income tax expense
Foreign losses not subject to U.S. tax
Tax credits
Change in deferred tax asset
valuation allowance
Change in basis difference
in foreign subsidiaries
Provision for uncertain
tax positions
Non-deductible equity
based compensation
Other, net
Year Ended December 31,
2013
2012
2011
$ 244
$201
$ 69
31
74
(24)
(67)
(121)
24
(19)
94
2
10
18
(24)
(67)
56
18
(2)
—
4
6
50
(26)
(58)
(160)
20
35
—
5
Provision (benefit) for income taxes $ 238
$214
$ (59)
Deferred income taxes represent the tax effect of the
differences between the book and tax bases of assets and
liabilities plus carryforward items. The composition of net
deferred tax balances were as follows:
(in millions)
December 31,
2013
2012
Deferred income tax assets — current
Deferred income tax assets — non-current
Deferred income tax liabilities — current(1)
Deferred income tax liabilities — non-current
$
23
193
—
(5,053)
$
76
104
(1)
(4,948)
Net deferred taxes
$(4,837) $(4,769)
(1) Included in the accounts payable, accrued expenses and other in our consolidated
balance sheet.
The tax effects of the temporary differences and
carryforwards that give rise to our net deferred tax asset
(liability) were as follows:
(in millions)
Deferred tax assets:
Foreign tax credits
Net operating loss carryforwards
Compensation
Deferred transaction costs
Investments
Other reserves
Capital lease obligations
Self-insurance reserves
System funds
Other tax credits
Other
Total gross deferred tax assets
Less: valuation allowance
Deferred tax assets
Deferred tax liabilities:
Property and equipment
Brands
Amortizable intangible
Unrealized foreign currency gains
Investments
Investment in foreign subsidiaries
Deferred income
Deferred tax liabilities
Net deferred taxes
December 31,
2013
2012
$
20
573
187
15
56
90
133
51
42
3
105
$
227
570
245
25
—
198
188
44
23
48
72
1,275
(503)
1,640
(769)
$
772
$
871
$(2,075)
(1,910)
(616)
(279)
—
(81)
(648)
$(2,025)
(1,916)
(659)
(301)
(70)
(93)
(576)
(5,609)
(5,640)
$(4,837)
$(4,769)
As of December 31, 2013, we had state and foreign net
operating loss carryforwards of $806 million and $2.0 billion,
respectively, which resulted in deferred tax assets of
$40 million for state jurisdictions and $533 million for foreign
jurisdictions. Approximately $59 million of our deferred tax
assets as of December 31, 2013 related to net operating loss
carryforwards that will expire between 2014 and 2033 with
$1 million of that amount expiring in 2014. Approximately
$514 million of our deferred tax assets as of December 31,
2013 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 state and foreign net
operating loss carryforwards will not be realized. In recogni-
tion of this assessment, we provided a valuation allowance
of $3 million and $440 million as of December 31, 2013 on the
deferred tax assets relating to these state and foreign net
operating loss carryforwards, respectively. Our valuation
allowance decreased $266 million during the year ended
December 31, 2013.
Hilton Worldwide 2013
Annual Report
85
primarily relating to assertions by the IRS that: (1) 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; (2) in calculating the
amount of U.S. taxable income resulting from our Hilton
HHonors 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) certain foreign-currency denominated
loans issued by one of our Luxembourg subsidiaries whose
functional currency is the U.S. dollar, 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 U.S. dollars. In total, the
proposed adjustments sought by the IRS would result in
additional U.S. federal tax owed of approximately $696 million,
excluding interest and penalties and potential state income
taxes. The portion of this amount related to our Hilton
HHonors 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. We plan to pursue all
available administrative remedies, and if we are not able to
resolve these matters administratively, we plan to pursue
judicial remedies. Accordingly, as of December 31, 2013,
no accrual has been made for these amounts.
State income tax returns are generally subject to
examination for a period of three to five years after filing
of the respective return; however, the state impact 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.
On September 13, 2013, Treasury and the IRS issued final
regulations regarding the deduction and capitalization of
expenditures related to tangible property. The final reg-
ulations under Internal Revenue Code Sections 162, 167 and
263(a) apply to amounts paid to acquire, produce or improve
tangible property, as well as dispositions of such property,
and are generally effective for tax years beginning on or
after January 1, 2014. We have evaluated these regulations
and determined they will not have a material effect on
our consolidated results of operations, cash flows or
financial position.
We classify reserves for tax uncertainties within current
income taxes payable and other long-term liabilities in our
consolidated balance sheets. Reconciliations of the begin-
ning and ending amount of unrecognized tax benefits were
as follows:
(in millions)
Balance at beginning of year
Additions for tax positions
related to the prior year
Additions for tax positions
related to the current year
Reductions for tax positions
for prior years
Settlements
Lapse of statute of limitations
Currency translation adjustment
Year Ended December 31,
2013
$469
2012
$436
2011
$405
1
5
(2)
(35)
(2)
(1)
71
5
(23)
(14)
(6)
—
60
5
(6)
(27)
(2)
1
Balance at end of year
$435
$469
$436
The changes to our unrecognized tax benefits during the
years ended December 31, 2013 and 2012 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. We accrued approximately $4 million,
$8 million, and $6 million during the years ended December 31,
2013, 2012 and 2011, respectively. As of December 31, 2013
and 2012, we had accrued approximately $45 million and
$42 million, respectively, for the payment of interest and
penalties. Included in the balance of uncertain tax positions
as of December 31, 2013 and 2012 were $340 million and
$374 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 $15 million.
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 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 exami-
nation for years through 2004. As of December 31, 2013,
we remain subject to federal examinations from 2005-2012,
state examinations from 1999-2012 and foreign examinations
of our income tax returns for the years 1996 through
2012. During 2009, the IRS commenced its audit of our
predecessor’s consolidated U.S. income tax returns for the
2006 through October 2007 tax years. In 2013, we received
Notices of Proposed Adjustment from the IRS for such years
86
Hilton Worldwide 2013
Annual Report
NOTE 20
EMPLOYEE BENEFIT PLANS
our benefit obligation for the Domestic Plan. The annual
measurement date for the Domestic Plan is December 31.
We sponsor multiple domestic and international employee
benefit plans. Benefits are based upon years of service and
compensation.
We have a noncontributory retirement plan in the U.S.
(the “Domestic Plan”), which covers certain employees not
earning union benefits. This plan was frozen for participant
benefit accruals in 1996; therefore, the projected benefit
obligation is equal to the accumulated benefit obligation.
Plan assets will be used to pay benefits due to employees
for service through December 31, 1996. As employees have
not accrued additional benefits since that time, we do not
utilize salary or pension inflation assumptions in calculating
We also have multiple employee benefit plans that cover
many of our international employees. These include a plan
that covers workers in the United Kingdom (the “U.K. Plan”)
which was frozen to further accruals on November 30, 2013,
and 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 (the
difference between the fair value of plan assets and the
projected benefit obligations) of our pension plans in our
consolidated balance sheets with a corresponding adjustment
to accumulated other comprehensive loss, net of tax.
The following table presents the projected benefit obligation, 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:
(in millions)
Change in Projected Benefit Obligation:
Benefit obligation at beginning of year
Service cost
Interest cost
Employee contributions
Actuarial loss (gain)
Settlements and curtailments
Effect of foreign exchange rates
Benefits paid
Other(1)
Benefit obligation at end of year
Change in Plan Assets:
Fair value of plan assets at beginning of year
Actual return on plan assets, net of expenses
Employer contribution
Employee contributions
Effect of foreign exchange rates
Benefits paid
Settlements
Other(1)
Fair value of plan assets at end of year
Funded status at end of year (overfunded/(underfunded))
Domestic Plan
U.K. Plan
International Plans
2013
2012
2013
2012
2013
2012
$ 491
—
18
—
(51)
—
—
(45)
11
$ 424
$ 273
32
40
—
—
(45)
—
20
320
(104)
$ 449
—
21
—
43
—
—
(22)
—
$ 491
$ 249
31
15
—
—
(22)
—
—
273
(218)
$365
5
16
2
(3)
—
8
(13)
—
$380
$363
20
5
2
8
(13)
—
—
385
5
$380
$312
5
16
2
28
—
14
(12)
—
$365
$318
34
7
2
14
(12)
—
—
363
(2)
$365
$125
3
4
—
(6)
(2)
(4)
(8)
—
$112
$ 85
9
6
—
(4)
(7)
(2)
—
87
(25)
$119
4
5
—
9
—
(2)
(10)
—
$125
$ 83
4
10
—
(2)
(10)
—
—
85
(40)
$112
$125
Accumulated benefit obligation
$ 424
$ 491
(1) Includes projected benefit obligations of $11 million and plan assets of $20 million related to certain employees of former Hilton affiliates that were assumed during the year
ended December 31, 2013.
Amounts recognized in the consolidated balance sheets consisted of:
(in millions)
Non-current asset
Current liability
Non-current liability
Net amount recognized
Domestic Plan
U.K. Plan
International Plans
2013
$
2
—
(106)
$(104)
2012
$
—
—
(218)
$(218)
2013
2012
$ 8
—
(3)
$ 5
$—
—
(2)
$(2)
2013
$ 5
(1)
(29)
$(25)
2012
$ 3
(1)
(42)
$(40)
Hilton Worldwide 2013
Annual Report
87
Amounts recognized in accumulated other comprehensive loss consisted of:
(in millions)
2013
2012
2011
2013
2012
2011
2013
2012
2011
Net actuarial loss (gain)
Prior service cost (credit)
Amortization of net loss (gain)
Net amount recognized
$(67)
(12)
(3)
$(82)
$29
(4)
1
$26
$ 8
(4)
(4)
$—
$—
3
(4)
$(1)
$17
16
(3)
$30
$21
3
(1)
$23
$(12)
—
(2)
$(14)
$ 9
—
(1)
$ 8
$ 2
(4)
(2)
$(4)
Domestic Plan
U.K. Plan
International Plans
The estimated unrecognized net losses and prior service cost (credit) that will be amortized into net periodic pension cost over
the next fiscal year were as follows:
(in millions)
2013
2012
2011
2013
2012
2011
2013
2012
2011
Unrecognized net losses
Unrecognized prior service cost (credit)
Amount unrecognized
$1
4
$5
$4
4
$8
$ 6
4
$10
$1
—
$1
$ 4
(3)
$ 1
$ 3
(16)
$(13)
$1
—
$1
$1
—
$1
$1
—
$1
Domestic Plan
U.K. Plan
International Plans
The net periodic pension cost was as follows:
(in millions)
2013
2012
2011
2013
2012
2011
2013
2012
2011
Domestic Plan
U.K. Plan
International Plans
Service cost
Interest cost
Expected return on plan assets
Amortization of prior service cost (credit)
Amortization of net loss (gain)
Net periodic pension cost (credit)
Settlement losses
$ 4
17
(18)
4
3
10
—
$ —
21
(17)
4
(1)
7
—
$ —
23
(17)
4
4
14
—
$ 5
17
(23)
(3)
4
—
—
$ 5
16
(21)
(16)
3
(13)
—
$ 4
17
(21)
(3)
1
(2)
—
Net pension cost (credit)
$ 10
$ 7
$ 14
$ —
$(13)
$ (2)
$ 4
4
(4)
—
1
5
—
$ 5
$ 4
5
(4)
—
1
6
—
$ 6
$ 4
5
(4)
—
1
6
1
$ 7
The weighted-average assumptions used to determine benefit obligations were as follows:
Discount rate
Salary inflation
Pension inflation
Domestic Plan
U.K. Plan
International Plans
2013
2012
2013
2012
2013
2012
4.7%
N/A
N/A
3.9%
N/A
N/A
4.7%
1.9%
3.0%
4.7%
1.9%
2.8%
4.3%
2.3%
1.9%
3.8%
2.2%
2.0%
The weighted-average assumptions used to determine net periodic pension cost (credit) were as follows:
Discount rate
Expected return on plan assets
Salary inflation
Pension inflation
Domestic Plan
U.K. Plan
International Plans
2013
2012
2011
2013
2012
2011
2013
2012
2011
3.9%
7.5%
N/A
N/A
4.9%
6.8%
N/A
N/A
5.4%
6.8%
N/A
N/A
4.7%
6.5%
1.9%
2.8%
5.0%
6.5%
1.7%
2.9%
5.7%
6.5%
2.6%
3.0%
3.8%
6.3%
2.2%
2.0%
4.6%
6.2%
2.8%
1.8%
5.0%
6.2%
3.3%
1.8%
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 Company stock. Asset allocations
are reviewed periodically.
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, 2013 and 2012 was 60 percent and 50 percent, respectively, in funds that invest in equity securities, and 40 percent
and 50 percent, respectively, in funds that invest in debt securities. The U.K. Plan and International Plans target asset allocation
as a percentage of total plan assets as of December 31, 2013 was 65 percent in funds that invest in equity and debt securities and
35 percent in bond funds. As of December 31, 2012, the U.K. Plan and International Plans target asset allocations as a percentage
of total plan assets was 36 percent in funds that invest in equity securities, 50 percent in funds that invest in debt securities, and
14 percent in property funds.
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Hilton Worldwide 2013
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The following table presents the fair value hierarchy of total plan assets measured at fair value by asset category. The fair value
of Level 2 assets were based on available market pricing information of similar financial instruments.
(in millions)
Cash and cash equivalents
Equity funds
Debt securities
Bond funds
Real estate funds
Common collective trusts
Other
Total
(in millions)
Cash and cash equivalents
Equity funds
Debt securities
Bond funds
Common collective trusts
Other
Total
December 31, 2013
Domestic Plan
U.K. Plan
International Plans
Level 1
Level 2
Level 3
Level 1
Level 2
Level 3
Level 1
Level 2
Level 3
$ —
70
10
—
—
—
—
$80
$ —
—
97
—
—
143
—
$240
$—
—
—
—
—
—
—
$—
$—
—
—
—
—
—
—
$—
$ —
—
—
—
—
385
—
$385
$—
—
—
—
—
—
—
$—
$10
5
—
—
—
—
—
$15
$ —
9
—
16
1
45
1
$72
$—
—
—
—
—
—
—
$—
December 31, 2012
Domestic Plan
U.K. Plan
International Plans
Level 1
Level 2
Level 3
Level 1
Level 2
Level 3
Level 1
Level 2
Level 3
$ —
54
16
—
—
—
$70
$ —
—
103
—
100
—
$203
$—
—
—
—
—
—
$—
$—
—
—
—
—
—
$—
$ —
—
—
—
363
—
$363
$—
—
—
—
—
—
$—
$12
4
—
—
—
—
$16
$ —
9
—
15
44
1
$69
$—
—
—
—
—
—
$—
We expect to contribute approximately $9 million, $1 million and $6 million to the Domestic Plan, the U.K. Plan and the
International Plans, respectively, in 2014.
As of December 31, 2013, the benefits expected to be paid in
the next five years and in the aggregate for the five years
thereafter were as follows:
(in millions)
Year
2014
2015
2016
2017
2018
2019-2023
Domestic
Plan
U.K.
Plan
International
Plans
$ 87
26
25
25
25
125
$313
$ 14
14
14
14
15
76
$147
$11
9
9
8
8
43
$88
Domestic Plan
As of January 1, 2007, the frozen 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, 2013, the multiple employer plan had
combined assets of $342 million and a projected benefit
obligation of $446 million.
A class action lawsuit was filed in 1998 against Hilton and
the Domestic Plan claiming that the Domestic Plan did not
calculate benefit obligations in accordance with the terms of
the plan nor were vesting rules followed in accordance with
the plan. In May 2009, the U.S. District Court for the District
of Columbia (the “District Court”) found in favor of the
plaintiff in a summary judgment and required that we and
the plaintiff enter into mediation to reach agreement on the
amounts necessary for recognition of service and benefits
for plan participants and in August 2011, the District Court
issued a final order with respect to this lawsuit. We recorded
an increase to our minimum additional pension obligation of
$109 million as of December 31, 2012 to reflect the expected
increase in benefit obligation relating to this case. The addi-
tional obligation will be recognized as additional pension
expense, which will be amortized over the average remaining
life expectancy of the plan participants as determined by
our actuaries, with the unamortized portion of the obligation
having been recognized in accumulated other comprehensive
loss as an adjustment of the pension liability. As of
December 31, 2013, the remaining unpaid projected benefit
obligation related to this case was $86 million.
Hilton Worldwide 2013
Annual Report
89
In November 2013, the District Court issued final administrative
orders in regard to the lawsuit, which allowed Hilton to
adopt an amendment to the Domestic Plan required by the
Court. The adoption of the amendment required us to make
a contribution of $31 million in November 2013, prior to the
amendment to comply with minimum legal funding obligations
of the Domestic Plan. We expect to commence benefit
payments under the new plan document in early 2014, in
accordance with the requirements of the court order. In
February 2012, the District Court ordered us to post bond of
$76 million under the litigation to support potential future
plan contributions. We funded an account, which is classified
as restricted cash and cash equivalents, with this amount to
support this requirement, and expect that the bond will be
released upon the commencement of benefit payments
being made under the amended plan document in 2014.
U.K. Plan
In March 2012, we, along with the trustees of the U.K. Plan,
adopted an agreement to freeze the defined benefit plan for
enrollment to new employees effective immediately, and to
freeze the accrual of benefits to existing employees, which
was implemented on November 30, 2013. A defined contri-
bution plan has been put in place for the affected employees.
We recognized an acceleration of prior service credit of
$13 million related to the adoption of this agreement during
the year ended December 31, 2012.
In May 2011, we, along with the trustees for the U.K. Plan,
reached a tentative agreement on the funded status and
security for the U.K. Plan. This agreement extended our
GBP 15 million guarantee (equivalent to $25 million as of
December 31, 2013) to March 2014 and included a one-time
voluntary cash contribution of GBP 5 million (equivalent to
approximately $8 million) by us to the plan, which was
funded during the year ended December 31, 2011.
Other Benefit Plans
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, 2013 and
2012, these plans had benefit obligations of $14 million and
$13 million, respectively, which were fully accrued in our
consolidated balance sheets. Expense incurred under the
Supplemental Plans for the years ended December 31, 2013,
2012 and 2011 was not significant.
We have various employee defined contribution investment
plans whereby we contribute matching percentages of
employee contributions. The aggregate expense under these
plans totaled $20 million for the year ended December 31,
2013 and $18 million for each of the years ended December 31,
2012 and 2011.
Multi-Employer Pension Plans
Certain employees are covered by union sponsored multi-employer pension plans pursuant to agreements between us and
various unions. Our participation in these plans is outlined in the table below:
Pension Fund
New York Hotel Trades Council & Hotel Association
of New York City, Inc. Pension Fund
Other plans
Total contributions
Pension Protection
Act Zone Status
Contributions
(in millions)
EIN/Pension Plan
Number
2013
2012
2013
2012
2011
13-1764242
Pending
Yellow
$14
12
$26
$13
11
$24
$13
9
$22
Eligible employees at our owned hotels in New York City participate in the New York Hotel Trades Council and Hotel Association
of New York City, Inc. Pension Fund (“New York Pension Fund”). Our contributions are based on a percentage of all union
employee wages as dictated by the collective bargaining agreement that expires on June 30, 2019. Our contributions exceeded
5 percent of the total contributions to the New York Pension Fund in 2012, as indicated in the New York Pension Fund’s Annual
Return/Report of Employee Benefit Plan on IRS Form 5500 for the year ended December 31, 2012. The New York Pension Fund
has implemented a funding improvement plan, and we have not paid a surcharge.
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Hilton Worldwide 2013
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NOTE 21
SHARE-BASED COMPENSATION
Promote Plan
Prior to December 11, 2013, certain members of our senior
management team participated in an executive compensation
plan (“the Promote plan”). The Promote plan provided for
the grant of a Tier I liability award, or an alternative cash
payment in lieu thereof, and a Tier II equity award. The Tier I
liability award provided the participants the right to share in
2.75 percent of the equity value of Hilton up to $8.352 billion
(or $230 million) based on the achievement of certain service
and performance conditions. The majority of these payments
were to be made in three installments for most plan par-
ticipants. The Tier II equity awards allowed participants to
share in Hilton’s equity growth above $8.352 billion and were
also subject to service and performance conditions. As the
vesting of a portion of the Tier I liability awards and all of
the Tier II equity awards were previously subject to the
achievement of a performance condition in the form of a
liquidity event that was not probable, no expense was
recognized related to these awards prior to their modification
on December 11, 2013.
On December 11, 2013, in connection with our IPO, the Tier I
liability awards of $52 million that remained outstanding
became fully vested and were paid within 30 days. Additionally,
the Tier II equity awards that remained outstanding were
exchanged for restricted shares of common stock of
equivalent economic value that vest as follows:
• 40 percent of each award vested on December 11, 2013,
the pricing date of our IPO;
• 40 percent of each award will vest on December 11, 2014,
the first anniversary of the pricing date of our IPO,
contingent upon continued employment through that
date; and
• 20 percent of each award will vest on the date that our
Sponsor and its affiliates cease to own 50 percent or
more of the shares of the Company, contingent upon
continued employment through that date.
.
The following is a summary of the Tier II equity award
activity during the year ended December 31, 2013:
Balance as of December 31, 2012
Granted
Forfeited
Exchanged for restricted shares
of common stock
Balance as of December 31, 2013
Tier II Units
229,047,118
8,628,050
(13,810,744)
(223,864,424)
—
The following table sets forth the number of Tier II
equity units surrendered for shares of common stock on
December 11, 2013:
Tier II awards exchanged
for vested shares
of common stock
Tier II awards exchanged for
unvested shares of common stock
Total Tier II awards exchanged
for vested shares and unvested
restricted shares of common stock
Tier II Units
Shares of
Common
Stock
89,545,770 7,463,839
134,318,654 11,195,791
223,864,424 18,659,630
The grant date fair value was determined to be $20.00
per share based on the price of the common stock sold in
our IPO. The fair value of the vested shares was immediately
recognized in December 2013. The fair value of the unvested
shares subject only to service conditions is recognized on a
straight-line basis over the requisite service period for the
entire award.
As a result of the modification, we recorded incremental
share-based compensation expense of $306 million during
the year ended December 31, 2013.
Cash Retention Award Offer
In November 2012, we offered certain members of our senior
management team the opportunity to participate in a new
cash retention award in exchange for cancellation of their
participation in the Promote plan. There were 13 participants
who accepted the cash retention award offer. The cash
retention award was paid in two installments in December
2012 and December 2013, respectively.
Payments on Share-Based Compensation Plans
Total payments under the Promote plan, including cash
retention awards, during the years ended December 31, 2013
and 2012 were $65 million and $95 million, respectively.
No payments were made during the year ended
December 31, 2011.
A number of participants in the Promote plan terminated
their employment with us during the year ended
December 31, 2012. We made separation payments related
to the participants’ vested portion of the Promote plan
totaling $6 million during the year ended December 31, 2012.
One participant terminated their employment with us
during the year ended December 31, 2013, but none of the
separation payments were considered to be attributable
to the participants’ vested portion of the Promote plan.
Hilton Worldwide 2013
Annual Report
91
NOTE 22
EARNINGS PER SHARE
For periods prior to the IPO, we used the number of shares
from our 9,205,128-for-1 stock split to compute earnings
per share (“EPS”). The following table presents the calculation
of basic and diluted EPS for the periods presented:
(in millions, except per share amounts)
2013
2012
2011
December 31,
Basic EPS:
Numerator:
Net income attributable to
Hilton stockholders
Denominator:
Weighted average
shares outstanding
Basic EPS
Diluted EPS:
Numerator:
Net income attributable to
Hilton stockholders
Denominator:
Weighted average
shares outstanding(1)
Diluted EPS
$ 415
$ 352
$ 253
923
$0.45
921
921
$0.38
$0.27
$ 415
$ 352
$ 253
923
$0.45
921
921
$0.38
$0.27
(1) Includes the 19,500 RSUs granted on December 11, 2013 under the 2013
Director Grant.
Summary of Share-Based Compensation Expense
and Related Activity
Total compensation expense related to the Promote plan,
including cash retention awards, and restricted shares of our
common stock awarded in exchange for the Tier II equity
awards was $313 million, $50 million and $19 million for the
years ended December 31, 2013, 2012 and 2011, respectively.
As of December 31, 2013, there was $95 million of unrecognized
compensation expense related to the unvested restricted
shares of common stock resulting from the Promote plan
conversion, $23 million of which is expected to be recognized
through December 2014 and $72 million of which is subject
to the achievement of a performance condition, which is
currently not considered to be probable of being met.
As of December 31, 2013, there was $4 million of liability
awards outstanding. The liability awards were recorded at
an estimated fair value of $18 million as of December 31, 2012,
$13 million of which was included in accounts payable,
accrued expenses and other in our consolidated balance sheet.
2013 Omnibus Incentive Plan
We reserved 80,000,000 shares of common stock for
issuance under our new 2013 Omnibus Incentive Plan.
The 2013 Omnibus Incentive Plan is administered by the
compensation committee of the Board of Directors and
enables us to grant equity incentive awards to eligible
employees, officers, directors, consultants or advisors in the
form of stock options, stock appreciation rights, restricted
stock, restricted stock units and other stock-based and
performance compensation awards. If an award under the
2013 Omnibus Incentive Plan terminates, lapses or is settled
without the payment of the full number of shares subject
to the award, the undelivered shares may be granted again
under the 2013 Omnibus Incentive Plan.
On December 11, 2013, we granted 19,500 restricted stock
units (“RSUs”) to three independent directors under the
2013 Omnibus Incentive Plan (the “2013 Director Grant”) as
part of our regular annual compensation of our independent
directors. The 2013 Director Grant vests in three equal
installments on the first, second and third anniversaries of
the grant date. The grant date fair value was $20.00 per RSU
based on the price of common shares sold in our IPO on the
grant date. The fair value of the RSUs will be recognized on
a straight-line basis over the requisite service period for the
entire award. Less than $1 million of compensation expense
was recognized during the year ended December 31, 2013
related to the 2013 Director Grant. As of December 31, 2013,
unrecognized compensation expense for the 2013 Director
Grant was less than $1 million.
As of December 31, 2013, there were 79,980,500 shares of
common stock available for future issuance under the 2013
Omnibus Incentive Plan.
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Hilton Worldwide 2013
Annual Report
NOTE 23
ACCUMULATED OTHER COMPREHENSIVE LOSS
The components of accumulated other comprehensive loss, net of taxes, were as follows:
(in millions)
Balance as of December 31, 2010
Other comprehensive loss before reclassifications
Amounts reclassified from accumulated other comprehensive loss
Net current period other comprehensive income (loss)
Balance as of December 31, 2011
Other comprehensive income (loss) before reclassifications
Amounts reclassified from accumulated other comprehensive loss
Net current period other comprehensive income (loss)
Balance as of December 31, 2012
Other comprehensive income before reclassifications
Amounts reclassified from accumulated other comprehensive loss
Net current period other comprehensive income
Balance as of December 31, 2013
(1) Includes net investment hedges.
The following table presents additional information about
reclassifications out of accumulated other comprehensive
loss for the year ended December 31, 2013:
(in millions)
Currency translation adjustment:
Sale and liquidation of foreign assets(1)
Gains on net investment hedges(2)
Tax benefit(3)
Total currency translation adjustment reclassifications
for the period, net of taxes
Pension liability adjustment:
Amortization of prior service cost(4)
Amortization of net loss(4)
Tax benefit(3)
Total pension liability adjustment reclassifications
for the period, net of taxes
$(15)
1
5
(9)
(1)
(8)
3
(6)
Total reclassifications for the period, net of tax
$(15)
(1) Reclassified out of accumulated other comprehensive loss to other gain, net in
the consolidated statement of operations. Amounts in parentheses indicate a loss
in our consolidated statement of operations.
(2) Reclassified out of accumulated other comprehensive loss to gain (loss) on foreign
currency transactions in our consolidated statement of operations.
(3) Reclassified out of accumulated other comprehensive loss to income tax benefit
(expense) in our consolidated statement of operations.
(4) Reclassified out of accumulated other comprehensive loss to general,
administrative and other in the consolidated statement of operations. These
amounts were included in the computation of net periodic pension cost.
See Note 20: “Employee Benefit Plans” for additional information. Amounts in
parentheses indicate a loss in our consolidated statement of operations.
Currency
Translation
Adjustment(1)
Pension
Liability
Adjustment
Cash Flow
Hedge
Adjustment
$(257)
(79)
—
(79)
(336)
124
—
124
(212)
67
9
76
$(140)
(21)
8
(13)
(153)
(35)
(6)
(41)
(194)
54
6
60
$(1)
—
1
1
—
—
—
—
—
6
—
6
Total
$(398)
(100)
9
(91)
(489)
89
(6)
83
(406)
127
15
142
$(136)
$(134)
$ 6
$(264)
NOTE 24
BUSINESS SEGMENTS
We are a diversified hospitality company with operations
organized in three distinct operating segments: ownership,
management and franchise and timeshare. Each segment
is managed separately because of its distinct
economic characteristics.
The ownership segment includes all hotels that we wholly
own or lease, as well as consolidated non-wholly owned
entities and consolidated VIEs. As of December 31, 2013, this
segment included 118 wholly owned and leased hotels and
resorts, three non-wholly owned hotel properties and three
hotels of consolidated VIEs. While we do not include
equity in earnings (losses) from unconsolidated affiliates in
our measures of segment revenues, we manage these
investments in our ownership segment. Our unconsolidated
affiliates are primarily investments in entities that owned
or leased 30 hotels and a management company as of
December 31, 2013.
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 under one of our proprietary brand names of our
brand portfolio. As of December 31, 2013, this segment
included 498 managed hotels and 3,420 franchised hotels.
This segment also earns fees for managing properties in
our ownership segment.
Hilton Worldwide 2013
Annual Report
93
The timeshare segment includes the development of
vacation ownership clubs and resorts, marketing and selling
of timeshare intervals, providing timeshare customer
financing and resort operations. This segment also provides
assistance to third-party developers in selling their timeshare
inventory. As of December 31, 2013, this segment included
42 timeshare properties.
Corporate and other represents revenues and related
operating expenses generated by the incidental support of
hotel operations for owned, leased, managed and franchised
hotels and other rental income, as well as corporate assets
and related expenditures.
The performance of our operating segments is evaluated
primarily on Adjusted earnings before interest expense,
taxes, depreciation and amortization (“EBITDA”), which
should not be considered an alternative to net income (loss)
or other measures of financial performance or liquidity
derived in accordance with U.S. GAAP. EBITDA, presented
herein, is a non-GAAP financial measure that reflects net
income attributable to Hilton stockholders, excluding
interest expense, a provision for income taxes and depre-
ciation and amortization. We define Adjusted EBITDA as
EBITDA, further adjusted to exclude certain items, including,
but not limited to gains, losses and expenses in connection
with: (i) asset dispositions for both consolidated and uncon-
solidated investments; (ii) foreign currency transactions;
(iii) debt restructurings/retirements; (iv) non-cash impairment
losses; (v) furniture fixtures, and equipment (“FF&E”)
replacement reserves required under certain lease agreements;
(vi) reorganization costs; (vii) share-based and certain other
compensation expenses prior to and in connection with
our IPO; (viii) severance, relocation and other expenses;
and (ix) other items.
The following table presents revenues and Adjusted
EBITDA for our reportable segments, reconciled to
consolidated amounts:
(in millions)
Revenues:
Ownership(1)(4)
Management and franchise(2)
Timeshare
Segment revenues
Other revenues from managed
and franchised properties
Other revenues(3)
Intersegment fees
elimination(1)(2)(3)(4)
Year Ended December 31,
2013
2012
2011
$4,075
1,271
1,109
6,455
3,405
69
$4,006
1,180
1,085
$3,926
1,095
944
6,271
5,965
3,124
66
2,927
58
(194)
(185)
(167)
Total revenues
$9,735
$9,276
$8,783
Adjusted EBITDA:
Ownership(1)(2)(3)(4)(5)
Management and franchise(2)
Timeshare(1)(2)
Corporate and other(3)(4)
$ 926
1,271
297
(284)
$ 793
1,180
252
(269)
$ 725
1,095
207
(274)
Adjusted EBITDA
$2,210
$1,956
$1,753
(1) Includes charges to timeshare operations for rental fees and fees for other
amenities, which are eliminated in our consolidated financial statements. These
charges totaled $26 million, $24 million and $27 million for the years ended
December 31, 2013, 2012 and 2011, respectively. While the net effect is zero,
our measures of segment revenues and Adjusted EBITDA include these fees as a
benefit to the ownership segment and a cost to timeshare Adjusted EBITDA.
(2) Includes management, royalty and intellectual property fees of $100 million,
$96 million and $88 million for the years ended December 31, 2013, 2012 and
2011, respectively. These fees are charged to consolidated owned and leased
properties and are eliminated in our consolidated financial statements. Also
includes a licensing fee of $56 million, $52 million and $43 million for the years
ended December 31, 2013, 2012 and 2011, respectively, which is charged to our
timeshare segment by our management and franchise segment and is eliminated
in our consolidated financial statements. While the net effect is zero, our
measures of segment revenues and Adjusted EBITDA include these fees as a
benefit to the management and franchise segment and a cost to ownership
Adjusted EBITDA and timeshare Adjusted EBITDA.
(3) Includes charges to consolidated owned and leased properties for services
provided by our wholly owned laundry business of $9 million, $10 million and
$9 million for the years ended December 31, 2013, 2012 and 2011, respectively.
These charges are eliminated in our consolidated financial statements.
(4) Includes various other intercompany charges of $3 million for the years ended
December 31, 2013 and 2012.
(5) Includes unconsolidated affiliate Adjusted EBITDA.
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Hilton Worldwide 2013
Annual Report
The table below provides a reconciliation of Adjusted
EBITDA to EBITDA and EBITDA to net income attributable
to Hilton stockholders:
(in millions)
Adjusted EBITDA
Net income attributable to
noncontrolling interests
Gain (loss) on foreign currency
transactions
FF&E replacement reserve
Share-based compensation
expense
Impairment losses
Impairment losses included
in equity in earnings (losses)
from unconsolidated affiliates
Gain on debt extinguishment
Other gain, net
Other adjustment items(1)
EBITDA
Interest expense
Interest expense included
in equity in earnings (losses)
from unconsolidated affiliates
Income tax benefit (expense)
Depreciation and amortization
Depreciation and amortization
included in equity in earnings
(losses) from unconsolidated
affiliates
Net income attributable
to Hilton stockholders
(32)
(34)
(48)
$ 415
$ 352
$ 253
(1) Represents adjustments for legal expenses, severance and other items.
The following table presents assets for our reportable
segments, reconciled to consolidated amounts:
(in millions)
Assets:
Ownership
Management and franchise
Timeshare
Corporate and other
December 31,
2013
2012
$11,936
11,016
1,871
1,739
$12,476
11,650
1,911
1,029
$26,562
$27,066
The following table presents capital expenditures for
property and equipment for our reportable segments,
reconciled to consolidated amounts:
(in millions)
Capital expenditures for property
and equipment:
Ownership
Timeshare
Corporate and other
Year Ended December 31,
2013
2012
2011
$240
8
6
$254
$396
28
9
$433
$368
12
9
$389
Revenues by country were as follows:
(in millions)
U.S.
All other
Year Ended December 31,
2013
2012
2011
$7,262
2,473
$6,743
2,533
$6,293
2,490
$9,735
$9,276
$8,783
Other than the U.S., there were no countries that individually
represented more than 10 percent of total revenues for the
years ended December 31, 2013, 2012 and 2011.
Property and equipment, net by country were as follows:
(in millions)
U.S.
All other
December 31,
2013
2012
$8,204
854
$8,252
945
$9,058
$9,197
Year Ended December 31,
2013
2012
2011
$2,210
$1,956
$1,753
(45)
(45)
(46)
(313)
—
—
229
7
(76)
(7)
(2)
23
(68)
(50)
(54)
(19)
—
15
(64)
(21)
(57)
(19)
(20)
(141)
—
19
(51)
1,921
(620)
1,732
(569)
1,461
(643)
Other than the U.S. there were no countries that individually
represented over 10 percent of total property and equipment,
net as of December 31, 2013 and 2012.
(13)
(238)
(603)
(13)
(214)
(550)
(12)
59
(564)
NOTE 25
COMMITMENTS AND CONTINGENCIES
As of December 31, 2013, we had outstanding guarantees of
$27 million, with remaining terms ranging from ten months
to nine years, for debt and other obligations of third parties.
We have two letters of credit, one supported by restricted
cash and cash equivalents and the other under the Revolving
Credit Facility, for a total of $27 million that have been
pledged as collateral for two of these guarantees. Although
we believe it is unlikely that material payments will be
required under these guarantees or letters 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 con-
tracts. 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 December 31,
2013, we had six contracts containing performance guaran-
tees, with expirations ranging from 2018 to 2030, and possible
cash outlays totaling approximately $150 million. Our obliga-
tions under these guarantees in future periods is 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 December 31, 2013 and 2012, we recorded
current liabilities of approximately $9 million and $30 million,
respectively, and non-current liabilities of approximately
$51 million and $57 million, respectively, in our consolidated
balance sheets for obligations under our outstanding
performance guarantees that are related to certain VIEs
for which we are not the primary beneficiary.
Hilton Worldwide 2013
Annual Report
95
As of December 31, 2013, we had outstanding commitments
under third-party contracts of approximately $121 million for
capital expenditures at certain owned and leased properties,
including our consolidated VIEs. Our contracts contain
clauses that allow us to cancel all or some portion of the
work. If cancellation of a contract occurred, our commit-
ment would be any costs incurred up to the cancellation
date, in addition to any costs associated with the discharge
of the contract.
We have entered into an agreement with a developer in
Las Vegas, Nevada, whereby we have agreed to purchase
residential units from the developer that we will convert to
timeshare units to be marketed and sold under our Hilton
Grand Vacations brand. Subject to certain conditions, we are
required to purchase approximately $92 million of inventory
ratably over a maximum period of four years, which is
equivalent to purchases of approximately $6 million per
quarter. We began purchasing inventory during the quarter
ended March 31, 2013, and during the year ended December 31,
2013, we purchased $35 million of inventory under this
agreement. As of December 31, 2013, our contractual
obligations for the years ending December 31, 2014, 2015
and 2016, respectively, were $24 million, $24 million and
$9 million.
During 2010, an affiliate of our Sponsor settled a $75 million
liability on our behalf in conjunction with a lawsuit settlement
by entering into service contracts with the plaintiff. We
recorded the portion settled by this affiliate as a capital
contribution. Additionally, as part of the settlement, we
entered into a guarantee with the plaintiff to pay any
shortfall that this affiliate does not fund related to those
service contracts up to the value of the settlement amount
made by the affiliate. The remaining potential exposure
under this guarantee as of December 31, 2013 was
approximately $48 million. We have not accrued a liability
for this guarantee as we believe the likelihood of any
material funding to be remote.
We are involved in other litigation arising from the normal
course of business, some of which includes claims for
substantial sums. Accruals are recorded when the outcome
is probable and can be reasonably estimated in accordance
with applicable accounting requirements regarding
accounting for contingencies. 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, 2013
will not have a material effect on our consolidated results
of operations, financial position or cash flows.
96
Hilton Worldwide 2013
Annual Report
NOTE 26
RELATED PARTY TRANSACTIONS
Investment in Affiliates
We hold investments in affiliates that own or lease properties
that we manage or franchise. We recognized management
and franchise fee revenue of $31 million, $29 million and
$32 million for the years ended December 31, 2013, 2012
and 2011, respectively, related to our agreements for these
properties. We recognized reimbursements and reimbursable
costs for these hotels, primarily related to payroll and mar-
keting expenses, of $174 million, $172 million and $148 million
in other revenues and expenses from managed and franchised
properties in our consolidated statements of operations for
the years ended December 31, 2013, 2012 and 2011, respectively.
As of December 31, 2013 and 2012, we had accounts receivable
due from these properties related to these management and
franchise fees and reimbursements of $21 million. Additionally,
in certain cases we incur costs to acquire management
contracts with our unconsolidated affiliates or provide loans
or guarantees on behalf of these entities. We incurred
immaterial contract acquisition costs for the year ended
December 31, 2013, no contract acquisition costs for the year
ended December 31, 2012 and $18 million for the year ended
December 31, 2011 related to such contracts. As of December 31,
2013 and 2012, we had unamortized acquisition costs of
$18 million recorded in management and franchise contracts,
net in our consolidated balance sheets. As of December 31,
2013 and 2012, we had other financing receivables, net
related to these properties of $15 million and $17 million,
respectively. We recorded interest income on these other
financing receivables of $3 million for the years ended
December 31, 2013, 2012 and 2011. We generally own between
10 percent and 50 percent of these equity method investments.
See Note 2: “Basis of Presentation and Summary of
Significant Accounting Policies,” for further discussion.
The Blackstone Group
Blackstone directly and indirectly owns hotels that we
manage or franchise and for which we receive fees in con-
nection with the management and franchise agreements.
We recognized management and franchise fee revenue of
$42 million, $29 million and $23 million for the years ended
December 31, 2013, 2012 and 2011, respectively, related to our
agreements for these hotels. We recognized reimbursements
and reimbursable costs for these hotels, primarily related to
payroll and marketing expenses, of $174 million, $135 million
and $101 million in other revenues and expenses from
managed and franchised properties in our consolidated
statements of operations for the years ended December 31,
2013, 2012 and 2011, respectively. As of December 31, 2013
and 2012, we had accounts receivable due from these hotels
related to these management and franchise fees and
reimbursements of $26 million and $28 million, respectively.
Additionally, in certain cases, we incur costs to acquire
management and franchise contracts with hotels owned
by Blackstone. We incurred contract acquisition costs of
$15 million and $5 million for the years ended December 31,
2013 and 2011 related to these contracts. Contract acquisition
costs for the year ended December 31, 2012 related to these
contracts were less than $1 million. As of December 31, 2013
and 2012, we had unamortized acquisition costs of $20 million
and $6 million, respectively, recorded in management and
franchise contracts, net in our consolidated balance sheets.
As of December 31, 2013 and 2012, we had $14 million and
$5 million, respectively, accrued in accounts payable, accrued
expenses and other in our consolidated balance sheet
related to contract acquisition costs for these hotels. Our
maximum exposure to loss related to these hotels is limited
to the amounts discussed above; therefore, our involvement
with these hotels does not expose us to additional variability
or risk of loss.
Income taxes, net of refunds, paid during the years ended
December 31, 2013, 2012 and 2011 were $233 million,
$103 million and $114 million, respectively.
In connection with our IPO in 2013, we incurred net
underwriting discounts and commissions of $27 million and
other offering expenses of $12 million, which are included
in net proceeds from issuance of common stock in our
consolidated statement of cash flows.
The following non-cash investing and financing activities
were excluded from the consolidated statements of
cash flows:
On January 14, 2014, we executed a Purchase and Sale
Agreement with an affiliate of Blackstone for the sale of
certain land and easement rights at the Hilton Hawaiian
Village in connection with a timeshare project, for a total
purchase price of approximately $25 million. See Note 29:
“Subsequent Events” for additional details.
We also purchase products and services from entities
affiliated with or owned by Blackstone. The fees paid for
these products and services were $24 million, $26 million
and $23 million during the years ended December 31, 2013,
2012 and 2011, respectively.
NOTE 27
SUPPLEMENTAL DISCLOSURES
OF CASH FLOW INFORMATION
Interest paid during the years ended December 31,
2013, 2012 and 2011, was $535 million, $486 million and
$470 million, respectively.
• In 2013, one of our consolidated VIEs restructured the
terms of its capital lease resulting in a reduction in our
capital lease asset and obligation of $44 million and
$48 million, respectively. See Note 9: “Consolidated
Variable Interest Entities” for further discussion.
• In 2013, we incurred $189 million of debt issuance costs
related to the Debt Refinancing, of which $9 million had
not been paid as of December 31, 2013 and were included
in accounts payable, accrued expenses and other in our
consolidated balance sheet. See Note 13: “Debt” for
further discussion.
• In 2012, we executed a capital lease in conjunction with
the acquisition of OHC, for which we recorded a capital
lease asset and obligation of $15 million as of December 31,
2012. See Note 3: “Acquisitions” for further discussion.
• In 2011, two of our consolidated VIEs restructured their
debt resulting in a reduction of our capital lease assets
and obligations of $76 million and $73 million, respectively,
as of December 31, 2011. See Note 9: “Consolidated
Variable Interest Entities” for further discussion.
NOTE 28
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 present fairly our financial results. Operating results for previous periods do not necessarily
indicate results that may be achieved in any future period.
(in millions, except per share data)
Revenues
Operating income
Net income
Net income attributable to Hilton stockholders
Basic and diluted earnings per share
(in millions, except per share data)
Revenues
Operating income
Net income
Net income attributable to Hilton stockholders
Basic and diluted earnings per share
First
Quarter
$2,263
252
38
34
$ 0.03
First
Quarter
$2,131
194
47
48
$ 0.05
Second
Quarter
$2,380
404
157
155
$ 0.17
Second
Quarter
$2,390
298
69
66
$ 0.07
2013
Third
Quarter
$2,449
357
203
200
$ 0.22
2012
Third
Quarter
$2,417
345
179
177
$ 0.19
Fourth
Quarter
$2,643
89
62
26
$ 0.03
Fourth
Quarter
$2,338
263
64
61
$ 0.07
Year
$9,735
1,102
460
415
$ 0.45
Year
$9,276
1,100
359
352
$ 0.38
Hilton Worldwide 2013
Annual Report
97
NOTE 29
SUBSEQUENT EVENTS
HGV Grand Islander
In January 2014, we executed a Purchase and Sale
Agreement (“PSA”) with an affiliate of Blackstone for the sale
of certain land and easement rights at the Hilton Hawaiian
Village in connection with a timeshare project, for a total
purchase price of approximately $25 million. Additionally,
the PSA provides for Blackstone to purchase from us the
name, plans, contracts and other documents related to the
timeshare project through reimbursement of certain costs
already incurred by us and those incurred through the
closing date. Blackstone will then develop and construct
the timeshare property for which we expect to provide ser-
vices through a sales and marketing agreement. The closing
date is expected to occur in March 2014, subject to the
satisfaction of the conditions of the agreement.
Share-based Compensation
In February 2014, our board of directors approved a share-
based payment award consisting of restricted stock units
under our 2013 Omnibus Incentive Plan that will vest over
one to two years based on service conditions to certain
non-executive employees that had participated in an existing
cash-based, long-term incentive plan. As this replacement
award is in lieu of a cash payment that would have been
made under the cash-based plan, the amount accrued as of
December 31, 2013 will be reversed and is expected to result
in a reduction of compensation expense of approximately
$25 million during the first quarter of 2014. We expect the
compensation expense incurred during 2014 resulting from
the new share-based compensation awards to offset the
reduction of compensation expense from the reversal of the
replaced long-term incentive plan accrual, and the awards
will not result in a material change to compensation
expense in future years.
ITEM 9. CHANGES IN AND DISAGREEMENTS
WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
DISCLOSURE CONTROLS AND PROCEDURES
The Company maintains a set of disclosure controls and
procedures designed to ensure that information required
to be disclosed by the Company in reports that it files or
submits under the Exchange Act, is recorded, processed,
summarized and reported within the time periods specified
in SEC rules and forms. The design of any disclosure controls
and procedures is based in part upon certain assumptions
about the likelihood of future events, and there can be no
assurance that any design will succeed in achieving its stated
goals under all potential future conditions. Any controls
and procedures, no matter how well designed and operated,
can provide only reasonable, not absolute, assurance of
achieving the desired control objectives. In accordance with
Rule 13a-15(b) of the Exchange Act, as of the end of the
period covered by this annual report, an evaluation was
carried out under the supervision and with the participation
of the Company’s management, including its Chief Executive
Officer and Chief Financial Officer, of the effectiveness of its
disclosure controls and procedures. Based on that evaluation,
the Company’s Chief Executive Officer and Chief Financial
Officer concluded that the Company’s disclosure controls
and procedures, as of the end of the period covered by this
annual report, were effective to provide reasonable assurance
that information required to be disclosed by the Company
in reports that it files or submits under the Exchange Act is
recorded, processed, summarized and reported within the
time periods specified in SEC rules and forms and is accu-
mulated and communicated to the Company’s management,
including the Chief Executive Officer and Chief Financial
Officer, as appropriate to allow timely decisions regarding
required disclosure.
MANAGEMENT’S ANNUAL REPORT
ON INTERNAL CONTROL OVER
FINANCIAL REPORTING
This Annual Report on Form 10-K does not include a report
of management’s assessment regarding internal control
over financial reporting or an attestation report of our
registered public accounting firm due to a transition period
established by the rules of the SEC for newly public companies.
Changes in Internal Control
There has been no change in the Company’s internal control
over financial reporting during the Company’s most recent
fiscal quarter that has materially affected, or is reasonably
likely to materially affect, the Company’s internal control
over financial reporting.
Accounting and Finance System Implementation
During the first quarter of 2014, we completed the
implementation of a new accounting and financial reporting
system to upgrade our existing financial systems that
resulted in changes to our processes and procedures. We
expect this new system will strengthen our internal controls
over financial reporting by automating manual processes
and standardizing business processes across our organization.
Management will continue to evaluate and monitor our
internal controls and procedures in each of the affected areas.
ITEM 9B. OTHER INFORMATION
None.
98
Hilton Worldwide 2013
Annual Report
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS AND DIRECTOR INDEPENDENCE
The information required by this item is incorporated by
reference to our definitive proxy statement for the 2014
Annual Meeting of Stockholders to be filed with the SEC
within 120 days of the fiscal year ended December 31, 2013.
ITEM 14. PRINCIPAL ACCOUNTANT FEES
AND SERVICES
The information required by this item is incorporated by
reference to our definitive proxy statement for the 2014
Annual Meeting of Stockholders to be filed with the SEC
within 120 days of the fiscal year ended December 31, 2013.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS
AND COPORATE GOVERNANCE
The information required by this item is incorporated by
reference to our definitive proxy statement for the 2014
Annual Meeting of Stockholders to be filed with the SEC
within 120 days of the fiscal year ended December 31, 2013.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is incorporated by
reference to our definitive proxy statement for the 2014
Annual Meeting of Stockholders to be filed with the SEC
within 120 days of the fiscal year ended December 31, 2013.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The information required by this item is incorporated by
reference to our definitive proxy statement for the 2014
Annual Meeting of Stockholders to be filed with the SEC
within 120 days of the fiscal year ended December 31, 2013.
Hilton Worldwide 2013
Annual Report
99
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following documents are filed as part of this report.
(a) Financial Statements
We include this portion of Item 15 under Item 8 of this Annual Report on Form 10-K.
(b) Financial Statement Schedules
All schedules are omitted as the required information is either not present, not present in material amounts or
presented within the consolidated financial statements or related notes.
(c) Exhibits:
Exhibit
Number
Exhibit Description
3.1
3.2
4.1
4.2
4.3
10.1
10.2
10.3
10.4
10.5
10.6
10.7
Certificate of Incorporation of Hilton Worldwide Holdings Inc. (incorporated by reference to Exhibit 3.1
to the Company’s Current Report on Form 8-K (File No. 1-36243) filed on December 17, 2013).
Bylaws of Hilton Worldwide Holdings Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current
Report on Form 8-K (File No. 1-36243) filed on December 17, 2013).
Indenture, dated as of October 4, 2013, among Hilton Worldwide Finance LLC and Hilton Worldwide Finance
Corp. as issuers, Hilton Worldwide Holdings Inc., as guarantor and Wilmington Trust, National Association, as
trustee (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1
(No. 333-191110)).
First Supplemental Indenture, dated as of October 25, 2013, among the subsidiary guarantors party thereto and
Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company’s
Registration Statement on Form S-1 (No. 333-191110)).
Form of 5.625% Senior Note due 2021 (included in Exhibit 4.1).
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 the Company’s Registration
Statement on Form S-1 (No. 333-191110)).
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 the Company’s Registration
Statement on Form S-1 (No. 333-191110)).
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 the Company’s Registration Statement on Form S-1
(No. 333-191110)).
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 the Company’s Registration Statement on Form S-1 (No. 333-191110)).
Loan Agreement, dated as of October 25, 2013, among HLT NY Waldorf LLC, as borrower, HSBC Bank USA,
National Association, as agent, the lenders named therein, HSBC Bank USA, National Association and DekaBank
Deutsche Girozentrale, as lead arrangers and HSBC Bank USA, National Association, as syndication agent
(incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1 (No. 333-191110)).
Guaranty of Recourse Carveouts, dated as of October 25, 2013, among the guarantors named therein and HSBC
Bank USA, National Association, as agent and lender and any other co-lenders from time to time party thereto
(incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1
(No. 333-191110)).
Receivables Loan Agreement, dated as of May 9, 2013, among Hilton Grand Vacations Trust I LLC, as borrower,
Wells Fargo Bank, National Association, as paying agent and securities intermediary, the persons from time to
time party thereto as conduit lenders, the financial institutions from time to time party thereto as committed
lenders, the financial institutions from time to time party thereto as managing agents, and Deutsche Bank
Securities, Inc., as administrative agent and structuring agent (incorporated by reference to Exhibit 10.7 to the
Company’s Registration Statement on Form S-1 (No. 333-191110)).
100
Hilton Worldwide 2013
Annual Report
Exhibit
Number
10.8
10.9
10.10
10.11
10.12
10.13
10.14
10.15
10.16
10.17
10.18
10.19
10.20
21.1
23.1
31.1
31.2
32.1
32.2
99.1
Exhibit Description
Amendment No. 1 to Receivables Loan Agreement, effective as of July 25, 2013, among Hilton Grand Vacations
Trust I LLC, as borrower, Wells Fargo Bank, National Association, as paying agent and securities intermediary,
Deutsche Bank AG, New York Branch, as a committed lender and a managing agent, Montage Funding, LLC, as a
conduit lender, Deutsche Bank Securities, Inc., as administrative agent, and Bank of America, N.A., as assignee
(incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form S-1 (No. 333-191110)).
Omnibus Amendment No. 2 to Receivables Loan Agreement, Amendment No. 1 to Sale and Contribution
Agreement and Consent to Custody Agreement, effective as of October 25, 2013, among Hilton Grand Vacations
Trust I LLC, as borrower, Grand Vacations Services, LLC, as servicer, Hilton Resorts Corporation, as seller, Wells
Fargo Bank, National Association, as custodian, the financial institutions signatory thereto, as managing agents,
and Deutsche Bank Securities, Inc., as administrative agent (incorporated by reference to Exhibit 10.9 to the
Company’s Registration Statement on Form S-1 (No. 333-191110)).
Registration Rights Agreement, dated as of October 4, 2013, among Hilton Worldwide Finance LLC,
Hilton Worldwide Finance Corp., Hilton Worldwide Holdings Inc. and Merrill Lynch, Pierce, Fenner & Smith
Incorporated as representative of the several initial purchasers (incorporated by reference to Exhibit 10.10
to the Company’s Registration Statement on Form S-1 (No. 333-191110)).
Joinder Agreement, dated as of October 25, 2013, among the subsidiary guarantors party thereto and Merrill
Lynch, Pierce, Fenner & Smith Incorporated as representative of the several initial purchasers (incorporated by
reference to Exhibit 10.11 to the Company’s Registration Statement on Form S-1 (No. 333-191110)).
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 the Company’s Current Report on
Form 8-K (File No. 1-36243) filed on December 17, 2013).
Registration Rights Agreement, dated as of December 17, 2013, among Hilton Worldwide Holdings Inc.
and certain of its stockholders (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on
Form 8-K (File No. 1-36243) filed on December 17, 2013).
2013 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.15 to the Company’s Registration
Statement on Form S-1 (No. 333-191110)).*
Form of Restricted Stock Grant and Acknowledgment (incorporated by reference to Exhibit 10.16 to the
Company’s Registration Statement on Form S-1 (No. 333-191110)).*
Form of Director Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.17 to the
Company’s Registration Statement on Form S-1 (No. 333-191110)).*
Severance Plan (incorporated by reference to Exhibit 10.18 to the Company’s Registration Statement on
Form S-1 (No. 333-191110)).*
Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.19 to the
Company’s Registration Statement on Form S-1 (No. 333-191110)).*
Separation Agreement and Release dated as of September 24, 2013, between Hilton Worldwide, Inc. and
Thomas C. Kennedy (incorporated by reference to Exhibit 10.24 to the Company’s Registration Statement on
Form S-1 (No. 333-191110)).*
2005 Executive Deferred Compensation Plan (as Amended and Restated Effective as of January 1, 2005).*
Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to the Company’s Registration Statement
on Form S-1 (No. 333-191110)).
Consent of Ernst & Young LLP.
Certificate of Christopher J. Nassetta, President and Chief Executive Officer, pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
Certificate of Kevin J. Jacobs, Executive Vice President and Chief Financial Officer, pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
Certificate of Christopher J. Nassetta, President and Chief Executive Officer, pursuant to Section 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
Certificate of Kevin J. Jacobs, Executive Vice President and Chief Financial Officer, pursuant to Section 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
Section 13(r) Disclosure.
*This document has been identified as a management contract or compensatory plan or arrangement.
The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other
disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on
them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents
were made solely within the specific context of the relevant agreement or document and may not describe the actual state of
affairs as of the date they were made or at any other time.
Hilton Worldwide 2013
Annual Report
101
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on the 27th day
of February 2014.
HILTON WORLDWIDE HOLDINGS INC.
/s/ Christopher J. Nassetta
By:
Name: Christopher J. Nassetta
Title:
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1934, this report has been signed by the following persons in the
capacities indicated on the 27th day of February, 2014.
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
/s/ Michael S. Chae
Michael S. Chae
/s/ Tyler S. Henritze
Tyler S. Henritze
/s/ Judith A. McHale
Judith A. McHale
/s/ John G. Schreiber
John G. Schreiber
/s/ Elizabeth A. Smith
Elizabeth A. Smith
/s/ Douglas M. Steenland
Douglas M. Steenland
/s/ William J. Stein
William J. Stein
/s/ Kevin J. Jacobs
Kevin. J. Jacobs
Chairman of the Board of Directors
Director
Director
Director
Director
Director
Director
Director
Executive Vice President and Chief Financial Officer
(principal financial officer)
/s/ Paula A. Kuykendall
Paula A. Kuykendall
Senior Vice President and Chief Accounting Officer
(principal accounting officer)
102
Hilton Worldwide 2013
Annual Report
STOCKHOLDER INFORMATION
Transfer Agent
Wells Fargo Shareholder Services
1110 Centre Pointe Curve, Suite 101
Mendota Heights, MN 55120-4101
Telephone: +1 800 468 9716
Facsimile: +1 651 552 6942
General Inquiries: www.wellsfargo.com/
shareownerservices
Account Information: www.shareowneronline.com
Independent Registered Public Accounting Firm
Ernst & Young LLP
8484 Westpark Drive
McLean, Virginia 22102
+1 703 747 1000
www.ey.com
Stock Market Information
Ticker Symbol: HLT
Market Listed and Traded: NYSE
Corporate Office
Hilton Worldwide
7930 Jones Branch Drive
McLean, Virginia 22102
+1 703 883 1000
www.hiltonworldwide.com
Investor Relations
7930 Jones Branch Drive
McLean, Virginia 22102
+1 703 883 5476
ir.hiltonworldwide.com
ir@hilton.com
Annual Meeting of Stockholders
May 7, 2014
10:00 a.m.
Waldorf Astoria New York
301 Park Avenue
New York, New York 10022
BOARD OF DIRECTORS
Christopher J. Nassetta
President & Chief Executive Officer,
Hilton Worldwide
Tyler S. Henritze
Senior Managing Director, Real Estate,
The Blackstone Group
Jonathan D. Gray
Chairman of the Board of Directors
Global Head of Real Estate,
The Blackstone Group
Michael S. Chae
Senior Managing Director &
Head of International Private Equity,
The Blackstone Group
Judith A. McHale
President, Cane Investments
John G. Schreiber
President of Centaur Capital Partners &
Partner, Blackstone Real Estate Advisors
Elizabeth A. Smith
Chairman of the Board &
Chief Executive Officer,
Bloomin’ Brands
Douglas M. Steenland
Former President &
Chief Executive Officer,
Northwest Airlines Corporation
William J. Stein
Senior Managing Director & Global
Head of Asset Management, Real Estate,
The Blackstone Group
This report printed on 10% recycled paper.
© 2014 Hilton Worldwide.
Designed and produced by Corporate Reports Inc./Atlanta.
www.corporatereport.com.
B
Hilton Worldwide 2013
Annual Report